UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~March 31,~~June 30, 2021

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

For the transition period from _____________ to _____________

Commission File Number: 0-1402

LINCOLN ELECTRIC HOLDINGS, INC.

(Exact name of registrant as specified in its charter)


Ohio		34-1860551
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

22801 St. Clair Avenue, Cleveland, Ohio		44117
(Address of principal executive offices)		(Zip Code)

(216) 481-8100

(Registrant’s telephone number, including area code)

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

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


Title of each class	Trading Symbol	Name of exchange on which registered
Common Shares, without par value	LECO	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes  No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes  No ☐

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


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

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

☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No 

The number of shares outstanding of the registrant’s common shares as of ~~March 31,~~June 30, 2021 was ~~59,537,683.~~59,386,601.

Table of Contents

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION		3
Item 1. Financial Statements		3
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)		3
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)		4
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)		5
CONSOLIDATED STATEMENTS OF EQUITY (UNAUDITED)		6
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)		78
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS		89
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		2023
Item 3. Quantitative and Qualitative Disclosures About Market Risk		2934
Item 4. Controls and Procedures		2934

PART II. OTHER INFORMATION		3035
Item 1. Legal Proceedings		3035
Item 1A. Risk Factors		3035
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		3035
Item 4. Mine Safety Disclosures		30
~~Item 5. Other Information~~		3135
Item 6. Exhibits		3336
Signatures		3437
~~EX-10.1~~		~~Form of Stock Option Agreement for Executive Officers (filed herewith).~~
~~EX-10.2~~	~~Form of Restricted Stock Unit Agreement for Executive Officers (filed herewith).~~
~~EX-10.3~~	~~Form of Performance Share Award Agreement for Executive Officers (filed herewith).~~
EX-10.4	Second Amended and Restated Credit Agreement, dated as of April 23, 2021, by and among Lincoln Electric Holdings, Inc., The Lincoln Electric Company, Lincoln Electric International Holding Company, J.W. Harris Co., Inc., Lincoln Electric Automation, Inc., Lincoln Global, Inc., the Lenders and KeyBank National Association (filed ~~herewith)~~as exhibit 10.4 to Form 10-Q of the Lincoln Electric Holdings, Inc. filed on April 27, 2021, SEC File No. 0-1402, and incorporated herein by reference and made a part hereof).
EX-31.1	Certification of the Chairman, President and Chief Executive Officer (Principal Executive Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.
EX-31.2	Certification of the Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.
EX-32.1	Certification of the Chairman, President and Chief Executive Officer (Principal Executive Officer) and Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
EX-101	Instance Document
EX-101	Schema Document
EX-101	Calculation Linkbase Document
EX-101	Label Linkbase Document
EX-101	Presentation Linkbase Document
EX-101	Definition Linkbase Document

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

LINCOLN ELECTRIC HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)

(In thousands, except per share amounts)

Three Months Ended March 31,


2021

2020
Net sales (Note 2)

$
757,021

$
701,991
Cost of goods sold

503,254

464,669
Gross profit

253,767

237,322
Selling, general & administrative expenses

145,676

149,727
Rationalization and asset impairment charges (Note 6)

4,163

6,521
Operating income

103,928

81,074
Interest expense, net

5,359

5,458
Other income (expense) (Note 14)

(1,416)

309
Income before income taxes

97,153

75,925
Income taxes (Note 15)

23,020

20,370
Net income including non-controlling interests

74,133

55,555
Non-controlling interests in subsidiaries’ income (loss)

(44)

(7)
Net income

$
74,177

$
55,562

Basic earnings per share (Note 3)

$
1.24

$
0.92
Diluted earnings per share (Note 3)

$
1.23

$
0.91
Cash dividends declared per share

$
0.51

$
0.49


	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Net sales (Note 2)	$	826,454	$	590,727	$	1,583,475	$	1,292,718
Cost of goods sold		552,445		401,349		1,055,699		866,018
Gross profit		274,009		189,378		527,776		426,700
Selling, general & administrative expenses		151,557		126,376		297,233		276,103
Rationalization and asset impairment charges (Note 6)		630		23,238		4,793		29,759
Operating income		121,822		39,764		225,750		120,838
Interest expense, net		5,663		5,881		11,022		11,339
Other income (expense) (Note 14)		1,702		(203)		286		106
Income before income taxes		117,861		33,680		215,014		109,605
Income taxes (Note 15)		21,581		6,667		44,601		27,037
Net income including non-controlling interests		96,280		27,013		170,413		82,568
Non-controlling interests in subsidiaries’ income (loss)		175		17		131		10
Net income	$	96,105	$	26,996	$	170,282	$	82,558

Basic earnings per share (Note 3)	$	1.62	$	0.45	$	2.86	$	1.38
Diluted earnings per share (Note 3)	$	1.60	$	0.45	$	2.83	$	1.37
Cash dividends declared per share	$	0.51	$	0.49	$	1.02	$	0.98

See notes to these consolidated financial statements.

Table of Contents

LINCOLN ELECTRIC HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

(In thousands)

Three Months Ended March 31,


2021

2020
Net income including non-controlling interests

$
74,133

$
55,555
Other comprehensive income (loss), net of tax:




Unrealized gain (loss) on derivatives designated and qualifying as cash flow hedges, net of tax of $2,309 and $(716) in the three months ended March 31, 2021 and 2020

7,290

(2,369)
Defined benefit pension plan activity, net of tax of $815 and $164 in the three months ended March 31, 2021 and 2020

5,060

609
Currency translation adjustment

(22,743)

(70,608)
Other comprehensive income (loss):

(10,393)

(72,368)
Comprehensive income

63,740

(16,813)
Comprehensive income (loss) attributable to non-controlling interests

(203)

(48)
Comprehensive income (loss) attributable to shareholders

$
63,943

$
(16,765)


	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Net income including non-controlling interests	$	96,280	$	27,013	$	170,413	$	82,568
Other comprehensive income (loss), net of tax:
Unrealized gain (loss) on derivatives designated and qualifying as cash flow hedges, net of tax of $(1,012) and $1,297 in the three and six months ended June 30, 2021; $317 and $(399) in the three and six months ended June 30, 2020		(4,754)		1,108		2,536		(1,261)
Defined benefit pension plan activity, net of tax of $(569) and $246 in the three and six months ended June 30, 2021; $(7,691) and $(7,527) in the three and six months ended June 30, 2020		(1,702)		(23,036)		3,358		(22,427)
Currency translation adjustment		13,579		14,468		(9,164)		(56,140)
Other comprehensive income (loss):		7,123		(7,460)		(3,270)		(79,828)
Comprehensive income		103,403		19,553		167,143		2,740
Comprehensive income (loss) attributable to non-controlling interests		65		—		(138)		(48)
Comprehensive income (loss) attributable to shareholders	$	103,338	$	19,553	$	167,281	$	2,788

See notes to these consolidated financial statements.

Table of Contents

LINCOLN ELECTRIC HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)


	March 31, 2021		December 31, 2020		June 30, 2021		December 31, 2020
	(UNAUDITED)		(NOTE 1)		(UNAUDITED)		(NOTE 1)
ASSETS
Current Assets
Cash and cash equivalents	$	242,126	$	257,279	$	190,884	$	257,279
Accounts receivable (less allowance for doubtful accounts of $14,029 in 2021; $14,779 in 2020)		431,350		373,487
Accounts receivable (less allowance for doubtful accounts of $14,141 in 2021; $14,779 in 2020)						457,454		373,487
Inventories (Note 9)		415,901		381,258		477,677		381,258
Other current assets		106,910		100,319		111,925		100,319
Total Current Assets		1,196,287		1,112,343		1,237,940		1,112,343
Property, plant and equipment (less accumulated depreciation of $875,114 in 2021; $884,647 in 2020)		500,449		522,092
Property, plant and equipment (less accumulated depreciation of $892,915 in 2021; $884,647 in 2020)						513,686		522,092
Goodwill		334,194		335,593		412,803		335,593
Other assets		330,819		344,425		348,297		344,425
TOTAL ASSETS	$	2,361,749	$	2,314,453	$	2,512,726	$	2,314,453
LIABILITIES AND EQUITY
Current Liabilities
Short-term debt (Note 12)	$	3,607	$	2,734	$	10,435	$	2,734
Trade accounts payable		294,062		256,530		317,771		256,530
Accrued employee compensation and benefits		92,769		98,437		124,606		98,437
Other current liabilities		224,023		191,748		243,208		191,748
Total Current Liabilities		614,461		549,449		696,020		549,449
Long-term debt, less current portion (Note 12)		715,328		715,456		718,137		715,456
Other liabilities		228,552		259,298		238,946		259,298
Total Liabilities		1,558,341		1,524,203		1,653,103		1,524,203
Shareholders' Equity
Common Shares		9,858		9,858		9,858		9,858
Additional paid-in capital		418,529		409,958		427,576		409,958
Retained earnings		2,864,223		2,821,359		2,928,819		2,821,359
Accumulated other comprehensive loss		(312,424)		(302,190)		(305,191)		(302,190)
Treasury Shares		(2,176,671)		(2,149,714)		(2,201,397)		(2,149,714)
Total Shareholders' Equity		803,515		789,271		859,665		789,271
Non-controlling interests		(107)		979		(42)		979
Total Equity		803,408		790,250		859,623		790,250
TOTAL LIABILITIES AND TOTAL EQUITY	$	2,361,749	$	2,314,453	$	2,512,726	$	2,314,453

See notes to these consolidated financial statements.

Table of Contents

LINCOLN ELECTRIC HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF EQUITY

(UNAUDITED)

(In thousands, except per share amounts)

Accumulated






Common

Additional

Other

Non-

Shares

Common

Paid-In

Retained

Comprehensive

Treasury

Controlling


Outstanding

Shares

Capital

Earnings

Income (Loss)

Shares

Interests

Total
Balance at December 31, 2020

59,641

$
9,858

$
409,958

$
2,821,359

$
(302,190)

$
(2,149,714)

$
979

$
790,250
Net income

74,177

(44)

74,133
Unrecognized amounts from defined benefit pension plans, net of tax

5,060

5,060
Unrealized gain on derivatives designated and qualifying as cash flow hedges, net of tax

7,290

7,290
Currency translation adjustment

(22,584)

(159)

(22,743)
Cash dividends declared - $0.51 per share

(30,572)

(30,572)
Stock-based compensation activity

134

7,680

1,502

9,182
Purchase of shares for treasury

(237)

(28,459)

(28,459)
Other

891

(741)

(883)

(733)
Balance at March 31, 2021

59,538

$
9,858

$
418,529

$
2,864,223

$
(312,424)

$
(2,176,671)

$
(107)

$
803,408


								Accumulated
	Common			Additional				Other				Non-
	Shares	Common		Paid-In		Retained		Comprehensive		Treasury		Controlling
	Outstanding	Shares		Capital		Earnings		Income (Loss)		Shares		Interests		Total
Balance at December 31, 2020	59,641	$	9,858	$	409,958	$	2,821,359	$	(302,190)	$	(2,149,714)	$	979	$	790,250
Net income							74,177						(44)		74,133
Unrecognized amounts from defined benefit pension plans, net of tax									5,060						5,060
Unrealized gain on derivatives designated and qualifying as cash flow hedges, net of tax									7,290						7,290
Currency translation adjustment									(22,584)				(159)		(22,743)
Cash dividends declared - $0.51 per share							(30,572)								(30,572)
Stock-based compensation activity	134				7,680						1,502				9,182
Purchase of shares for treasury	(237)										(28,459)				(28,459)
Other					891		(741)						(883)		(733)
Balance at March 31, 2021	59,538	$	9,858	$	418,529	$	2,864,223	$	(312,424)	$	(2,176,671)	$	(107)	$	803,408
Net income							96,105						175		96,280
Unrecognized amounts from defined benefit pension plans, net of tax									(1,702)						(1,702)
Unrealized loss on derivatives designated and qualifying as cash flow hedges, net of tax									(4,754)						(4,754)
Currency translation adjustment									13,689				(110)		13,579
Cash dividends declared – $0.51 per share							(30,552)								(30,552)
Stock-based compensation activity	46				8,638						503				9,141
Purchase of shares for treasury	(197)										(25,229)				(25,229)
Other					409		(957)								(548)
Balance at June 30, 2021	59,387	$	9,858	$	427,576	$	2,928,819	$	(305,191)	$	(2,201,397)	$	(42)	$	859,623

Table of Contents

LINCOLN ELECTRIC HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF EQUITY

(UNAUDITED)

(In thousands, except per share amounts)

Accumulated






Common

Additional

Other

Non-

Shares

Common

Paid-In

Retained

Comprehensive

Treasury

Controlling


Outstanding

Shares

Capital

Earnings

Income (Loss)

Shares

Interests

Total
Balance at December 31, 2019

60,592

$
9,858

$
389,446

$
2,736,481

$
(275,850)

$
(2,041,763)

$
905

$
819,077
Net income







55,562





(7)

55,555
Unrecognized amounts from defined benefit pension plans, net of tax









609





609
Unrealized loss on derivatives designated and qualifying as cash flow hedges, net of tax









(2,369)





(2,369)
Currency translation adjustment









(70,567)



(41)

(70,608)
Cash dividends declared – $0.49 per share







(29,280)







(29,280)
Stock-based compensation activity

152



2,826





1,912



4,738
Purchase of shares for treasury

(1,357)









(109,762)



(109,762)
Other





(5,176)

5,176







—
Balance at March 31, 2020

59,387

$
9,858

$
387,096

$
2,767,939

$
(348,177)

$
(2,149,613)

$
857

$
667,960


								Accumulated
	Common			Additional				Other				Non-
	Shares	Common		Paid-In		Retained		Comprehensive		Treasury		Controlling
	Outstanding	Shares		Capital		Earnings		Income (Loss)		Shares		Interests		Total
Balance at December 31, 2019	60,592	$	9,858	$	389,446	$	2,736,481	$	(275,850)	$	(2,041,763)	$	905	$	819,077
Net income							55,562						(7)		55,555
Unrecognized amounts from defined benefit pension plans, net of tax									609						609
Unrealized loss on derivatives designated and qualifying as cash flow hedges, net of tax									(2,369)						(2,369)
Currency translation adjustment									(70,567)				(41)		(70,608)
Cash dividends declared – $0.49 per share							(29,280)								(29,280)
Stock-based compensation activity	152				2,826						1,912				4,738
Purchase of shares for treasury	(1,357)										(109,762)				(109,762)
Other					(5,176)		5,176								—
Balance at March 31, 2020	59,387	$	9,858	$	387,096	$	2,767,939	$	(348,177)	$	(2,149,613)	$	857	$	667,960
Net income							26,996						17		27,013
Unrecognized amounts from defined benefit pension plans, net of tax									(23,036)						(23,036)
Unrealized gain on derivatives designated and qualifying as cash flow hedges, net of tax									1,108						1,108
Currency translation adjustment									14,485				(17)		14,468
Cash dividends declared – $0.49 per share							(29,260)								(29,260)
Stock-based compensation activity	25				4,754						317				5,071
Purchase of shares for treasury	(45)										(3,213)				(3,213)
Other					2,842		(2,842)								—
Balance at June 30, 2020	59,367	$	9,858	$	394,692	$	2,762,833	$	(355,620)	$	(2,152,509)	$	857	$	660,111

Table of Contents

LINCOLN ELECTRIC HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(In thousands)

Three Months Ended March 31,


2021

2020
CASH FLOWS FROM OPERATING ACTIVITIES




Net income

$
74,177

$
55,562
Non-controlling interests in subsidiaries' income (loss)

(44)

(7)
Net income including non-controlling interests

74,133

55,555
Adjustments to reconcile Net income including non-controlling interests to Net cash provided by operating activities:


Rationalization and asset impairment net charges (Note 6)

60

(236)
Depreciation and amortization

19,118

21,028
Equity earnings in affiliates, net

(177)

(162)
Deferred income taxes

(16,115)

(3,685)
Stock-based compensation

6,402

3,691
Other, net

9,016

(4,188)
Changes in operating assets and liabilities, net of effects from acquisitions:


Increase in accounts receivable

(65,795)

(25,698)
Increase in inventories

(42,568)

(17,401)
Increase in other current assets

(8,095)

(1,789)
Increase (decrease) in trade accounts payable

42,325

(16,676)
Increase in other current liabilities

30,266

13,482
Net change in other assets and liabilities

(3,308)

(1,949)
NET CASH PROVIDED BY OPERATING ACTIVITIES

45,262

21,972
CASH FLOWS FROM INVESTING ACTIVITIES


Capital expenditures

(9,936)

(11,828)
Proceeds from sale of property, plant and equipment

584

6,100
Other investing activities

6,500

0
NET CASH USED BY INVESTING ACTIVITIES

(2,852)

(5,728)
CASH FLOWS FROM FINANCING ACTIVITIES


Amounts due banks, net

1,307

97,777
Proceeds from exercise of stock options

2,780

1,047
Purchase of shares for treasury (Note 8)

(28,459)

(109,762)
Cash dividends paid to shareholders

(30,999)

(30,675)
NET CASH USED BY FINANCING ACTIVITIES

(55,371)

(41,613)
Effect of exchange rate changes on Cash and cash equivalents

(2,192)

(10,819)
DECREASE IN CASH AND CASH EQUIVALENTS

(15,153)

(36,188)

Cash and cash equivalents at beginning of period

257,279

199,563
CASH AND CASH EQUIVALENTS AT END OF PERIOD

$
242,126

$
163,375


	Six Months Ended June 30,
	2021		2020
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	170,282	$	82,558
Non-controlling interests in subsidiaries' income (loss)		131		10
Net income including non-controlling interests		170,413		82,568
Adjustments to reconcile Net income including non-controlling interests to Net cash provided by operating activities:
Rationalization and asset impairment net (gains) charges (Note 6)		(1,374)		21,905
Depreciation and amortization		38,508		41,078
Equity earnings in affiliates, net		(291)		(243)
Deferred income taxes		(20,995)		(10,636)
Stock-based compensation		12,651		7,807
Other, net		3,524		(2,459)
Changes in operating assets and liabilities, net of effects from acquisitions:
(Increase) decrease in accounts receivable		(87,571)		23,666
Increase in inventories		(83,186)		(30,378)
(Increase) decrease in other current assets		(12,007)		3,241
Increase (decrease) in trade accounts payable		63,275		(40,115)
Increase in other current liabilities		59,128		29,169
Net change in other assets and liabilities		3,159		410
NET CASH PROVIDED BY OPERATING ACTIVITIES		145,234		126,013
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures		(27,768)		(25,011)
Acquisition of businesses, net of cash acquired		(83,723)		0
Proceeds from sale of property, plant and equipment		2,557		6,218
Other investing activities		6,500		0
NET CASH USED BY INVESTING ACTIVITIES		(102,434)		(18,793)
CASH FLOWS FROM FINANCING ACTIVITIES
Amounts due banks, net		1,163		15,095
Proceeds from exercise of stock options		5,672		2,002
Purchase of shares for treasury (Note 8)		(53,688)		(112,975)
Cash dividends paid to shareholders		(61,379)		(59,814)
Other financing activities		(763)		0
NET CASH USED BY FINANCING ACTIVITIES		(108,995)		(155,692)
Effect of exchange rate changes on Cash and cash equivalents		(200)		(8,036)
DECREASE IN CASH AND CASH EQUIVALENTS		(66,395)		(56,508)

Cash and cash equivalents at beginning of period		257,279		199,563
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	190,884	$	143,055

See notes to these consolidated financial statements.

Table of Contents

LINCOLN ELECTRIC HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Dollars in thousands, except per share amounts

NOTE 1 — SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

As used in this report, the term “Company,” except as otherwise indicated by the context, means Lincoln Electric Holdings, Inc. and its wholly-owned and majority-owned subsidiaries for which it has a controlling interest.

The consolidated financial statements include the accounts of all legal entities in which the Company holds a controlling interest. Investments in legal entities in which the Company does not own a majority interest but has the ability to exercise significant influence over operating and financial policies are accounted for using the equity method.

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, these unaudited consolidated financial statements do not include all of the information and notes required by GAAP for complete financial statements. However, in the opinion of management, these unaudited consolidated financial statements contain all the adjustments (consisting of normal recurring accruals) considered necessary to present fairly the financial position, results of operations and cash flows for the interim periods. Operating results for the ~~three~~six months ended ~~March 31,~~June 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021.

The accompanying Consolidated Balance Sheet at December 31, 2020 has been derived from the audited financial statements at that date, but does not include all of the information and notes required by GAAP for complete financial statements. For further information, refer to the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.

The current coronavirus disease (“COVID-19”) pandemic has adversely impacted global economic conditions and has contributed to significant volatility in financial markets beginning in early calendar year 2020. Although the Company's estimates contemplate current conditions, the inputs into certain significant and critical accounting estimates include judgments and assumptions about the economic implications of the COVID-19 pandemic and how management expects them to change in the future. It is reasonably possible that actual results experienced may differ materially from the Company's estimates in future periods, which could affect our results of operations and financial condition. For additional discussion, see “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.

New Accounting Pronouncements:

This section provides a description of new accounting pronouncements ("Accounting Standard Update" or "ASU") issued by the Financial Accounting Standards Board ("FASB") that are applicable to the Company.

The following ASU was adopted as of January 1, 2021:


Standard	Description
ASU No. 2019-12, Income Taxes (Topic 740), issued December 2019.	ASU 2019-12 simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. The adoption did not have a material impact on the Company’s consolidated financial statements.

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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Dollars in thousands, except per share amounts

NOTE 2 — REVENUE RECOGNITION

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


	Three Months Ended March 31,				Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020		2021		2020
Consumables	$	434,179	$	405,840	$	475,559	$	333,671	$	909,738	$	739,511
Equipment		322,842		296,151		350,895		257,056		673,737		553,207
Net sales	$	757,021	$	701,991	$	826,454	$	590,727	$	1,583,475	$	1,292,718

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

Within the Equipment product line, there are certain customer contracts related to automation products that may include multiple performance obligations. For such arrangements, the Company allocates revenue to each performance obligation based on its relative standalone selling price. The Company generally determines the standalone selling price based on the prices charged to customers or using expected cost plus margin. Less than 10% of the Company’s Net sales are recognized over time.

At ~~March 31,~~June 30, 2021, the Company recorded ~~$19,292~~$22,283 related to advance customer payments and ~~$22,744~~$50,357 related to billings in excess of revenue recognized. These contract liabilities are included in Other current liabilities in the Condensed Consolidated Balance Sheets. At December 31, 2020, the balances related to advance customer payments and billings in excess of revenue recognized were $14,920 and $21,396, respectively. Substantially all of the Company’s contract liabilities are recognized within twelve months based on contract duration. The Company records an asset for contracts where it has recognized revenue, but has not yet invoiced the customer for goods or services. At ~~March 31,~~June 30, 2021 and December 31, 2020, the Company recorded ~~$25,709~~$23,294 and $22,113, respectively, related to these contract assets which are included in Other current assets in the Condensed Consolidated Balance Sheets. Contract asset amounts are expected to be billed within the next twelve months.

NOTE 3 — EARNINGS PER SHARE

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


	Three Months Ended March 31,				Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020		2021		2020
Numerator:
Net income	$	74,177	$	55,562	$	96,105	$	26,996	$	170,282	$	82,558
Denominator (shares in 000's):
Basic weighted average shares outstanding		59,642		60,184		59,464		59,354		59,553		59,769
Effect of dilutive securities - Stock options and awards		657		615		700		477		676		531
Diluted weighted average shares outstanding		60,299		60,799		60,164		59,831		60,229		60,300
Basic earnings per share	$	1.24	$	0.92	$	1.62	$	0.45	$	2.86	$	1.38
Diluted earnings per share	$	1.23	$	0.91	$	1.60	$	0.45	$	2.83	$	1.37

For the three months ended June 30, 2021 and 2020, common shares subject to equity-based awards of 179,861 and 852,159, respectively, were excluded from the computation of diluted earnings per share because the

910

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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Dollars in thousands, except per share amounts

effect of their exercise would be anti-dilutive. For the ~~three~~six months ended ~~March 31,~~June 30, 2021 and 2020, common shares subject to equity-based awards of ~~89,592~~134,388 and ~~655,764,~~779,404, respectively, were excluded from the computation of diluted earnings per share because the effect of their exercise would be anti-dilutive.

NOTE 4 — ACQUISITIONS

During April 2021, the Company acquired Zeman Bauelemente Produktionsgesellschaft m.b.H.(“ (“Zeman Bauelemente"), a division of the Zeman Group. Zeman Bauelemente, based in Vienna, Austria, is a leading designer and manufacturer of robotic assembly and arc welding systems that automate the tacking and welding of steel beams. The acquisition expands the Company’s international automation capabilities to serve customers in the structural steel and infrastructure sectors.

Pro forma information related to the acquisition discussed above has not been presented because the impact on the Company’s Consolidated Statements of Income is not material. The preliminary purchase price allocation is expected to be finalized within the allowable measurement period. The acquired company is included in the Company's consolidated financial statements as of the date of acquisition.

NOTE 5 — SEGMENT INFORMATION

The Company’s business units are aligned into 3 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 oxy-fuel cutting, soldering and brazing businesses as well as its retail business in the United States.

Segment performance is measured and resources are allocated based on a number of factors, the primary measure being the adjusted earnings before interest and income taxes (“Adjusted EBIT”) profit measure. EBIT is defined as Operating income plus Other income (expense). 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.

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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Dollars in thousands, except per share amounts

The following table presents Adjusted EBIT by segment:


					The Harris										The Harris
	Americas		International		Products		Corporate /				Americas		International		Products		Corporate /
	Welding		Welding		Group		Eliminations		Consolidated		Welding		Welding		Group		Eliminations		Consolidated
Three Months Ended March 31, 2021
Three Months Ended June 30, 2021
Net sales	$	425,242	$	223,079	$	108,700	$	0	$	757,021	$	457,468	$	252,352	$	116,634	$	0	$	826,454
Inter-segment sales		32,748		4,285		2,147		(39,180)		0		39,765		6,897		2,284		(48,946)		0
Total	$	457,990	$	227,364	$	110,847	$	(39,180)	$	757,021	$	497,233	$	259,249	$	118,918	$	(48,946)	$	826,454
Adjusted EBIT	$	76,617	$	18,816	$	18,697	$	(1,456)	$	112,674	$	84,134	$	29,997	$	18,212	$	(3,888)	$	128,455
Special items charge (gain) ⁽¹⁾		4,440		4,609		—		1,113		10,162		1,650		2,471		—		810		4,931
EBIT	$	72,177	$	14,207	$	18,697	$	(2,569)	$	102,512	$	82,484	$	27,526	$	18,212	$	(4,698)	$	123,524
Interest income										454										398
Interest expense										(5,813)										(6,061)
Income before income taxes									$	97,153									$	117,861

Three Months Ended March 31, 2020
Three Months Ended June 30, 2020
Net sales	$	418,535	$	197,923	$	85,533	$	0	$	701,991	$	333,229	$	177,167	$	80,331	$	0	$	590,727
Inter-segment sales		24,783		4,483		1,725		(30,991)		0		27,493		4,286		1,753		(33,532)		0
Total	$	443,318	$	202,406	$	87,258	$	(30,991)	$	701,991	$	360,722	$	181,453	$	82,084	$	(33,532)	$	590,727
Adjusted EBIT	$	70,702	$	6,615	$	12,492	$	(1,099)	$	88,710	$	46,702	$	9,682	$	11,713	$	(1,964)	$	66,133
Special items charge (gain) ⁽²⁾		1,190		6,137		—		—		7,327		26,007		565		—		—		26,572
EBIT	$	69,512	$	478	$	12,492	$	(1,099)	$	81,383	$	20,695	$	9,117	$	11,713	$	(1,964)	$	39,561
Interest income										860										424
Interest expense										(6,318)										(6,305)
Income before income taxes									$	75,925									$	33,680

Six Months Ended June 30, 2021
Net sales											$	882,710	$	475,431	$	225,334	$	0	$	1,583,475
Inter-segment sales												72,513		11,182		4,431		(88,126)		0
Total											$	955,223	$	486,613	$	229,765	$	(88,126)	$	1,583,475
Adjusted EBIT											$	160,751	$	48,813	$	36,909	$	(5,344)	$	241,129
Special items charge (gain) ⁽¹⁾												6,090		7,080		—		1,923		15,093
EBIT											$	154,661	$	41,733	$	36,909	$	(7,267)	$	226,036
Interest income																				852
Interest expense																				(11,874)
Income before income taxes																			$	215,014

Six Months Ended June 30, 2020
Net sales											$	751,764	$	375,090	$	165,864	$	0	$	1,292,718
Inter-segment sales												52,276		8,769		3,478		(64,523)		0
Total											$	804,040	$	383,859	$	169,342	$	(64,523)	$	1,292,718
Adjusted EBIT											$	117,404	$	16,297	$	24,205	$	(3,063)	$	154,843
Special items charge (gain) ⁽²⁾												27,197		6,702		—		—		33,899
EBIT											$	90,207	$	9,595	$	24,205	$	(3,063)	$	120,944
Interest income																				1,284
Interest expense																				(12,623)
Income before income taxes																			$	109,605

(1)

In the three and six months ended ~~March 31,~~June 30, 2021, special items reflect Rationalization and asset impairment charges of ~~$4,163~~$630 and $4,793, respectively, in International Welding, amortization of step up in value of acquired inventories of $1,841 related to the acquisition of Zeman Bauelemente in International Welding and pension settlement charges of ~~$4,440~~$1,650 and ~~$446~~$6,536 in Americas Welding, respectively, and $446 in International Welding in the six months ended June 30, 2021. Also in the three and six months ended June 30, 2021, special items reflect acquisition transaction costs of $810 and $1,923, respectively, in Corporate/Eliminations related to an acquisition.

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Dollars in thousands, except per share amounts

~~International Welding, respectively, and acquisition transaction costs of $1,113 in Corporate/Eliminations related to an acquisition.~~

(2)

In the three months ended ~~March 31,~~June 30, 2020, special items reflect Rationalization and asset impairment charges of ~~$1,190~~$22,673 and ~~$5,331~~$565 in Americas Welding and International Welding, respectively, and pension settlement charges of $3,334 in Americas Welding. In the six months ended June 30, 2020, special items reflect Rationalization and asset impairment charges of $23,863 and $5,896 in Americas Welding and International Welding, respectively, amortization of step up in value of acquired inventories of $806 related to an acquisition in International Welding ~~related to an acquisition.~~and pension settlement charges of $3,334 in Americas Welding.

NOTE 6 — RATIONALIZATION AND ASSET IMPAIRMENTS

The Company recorded Rationalization and asset impairment net charges of ~~$4,163~~$4,793 and ~~$6,521~~$29,759 in the ~~three~~six months ended ~~March 31,~~June 30, 2021 and 2020, respectively. The charges are primarily related to employee severance, non-cash asset impairments of long-lived assets and gains or losses on the disposal of assets.

During 2020 and 2021, the Company initiated rationalization plans within Americas Welding and International Welding segments. The plans include headcount restructuring and the consolidation of manufacturing operations to better align the Company’s cost structure with economic conditions and operating needs. At ~~March 31,~~June 30, 2021, liabilities of $~~13,155~~12,353 for International Welding were recognized in Other current liabilities in the Company’s Condensed Consolidated Balance Sheet.

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

The following table summarizes the activity related to rationalization liabilities for the ~~three~~six months ended ~~March 31,~~June 30, 2021:


			International						International
	Americas Welding		Welding		Consolidated		Americas Welding		Welding		Consolidated
Balance at December 31, 2020	$	25	$	13,597	$	13,622	$	25	$	13,597	$	13,622
Payments and other adjustments		(25)		(4,545)		(4,570)		(25)		(7,411)		(7,436)
Charged to expense		0		4,103		4,103		0		6,167		6,167
Balance at March 31, 2021	$	0	$	13,155	$	13,155
Balance at June 30, 2021							$	0	$	12,353	$	12,353

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Dollars in thousands, except per share amounts

NOTE 7 – ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) ("AOCI")

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


	Three Months Ended March 31, 2021											Three Months Ended June 30, 2021
	Unrealized gain											Unrealized gain
	(loss) on derivatives											(loss) on derivatives
	designated and			Defined benefit			Currency					designated and			Defined benefit			Currency
	qualifying as cash			pension plan			translation					qualifying as cash			pension plan			translation
	flow hedges			activity			adjustment			Total		flow hedges			activity			adjustment			Total
Balance at December 31, 2020	$	2,487		$	(101,770)		$	(202,907)		$	(302,190)
Balance at March 31, 2021												$	9,777		$	(96,710)		$	(225,491)		$	(312,424)
Other comprehensive income (loss) before reclassification		7,066			602			(22,584)	³		(14,916)		(5,089)			(2,587)			13,689	³		6,013
Amounts reclassified from AOCI		224	¹		4,458	²		0			4,682		335	¹		885	²		0			1,220
Net current-period other comprehensive income (loss)		7,290			5,060			(22,584)			(10,234)		(4,754)			(1,702)			13,689			7,233
Balance at March 31, 2021	$	9,777		$	(96,710)		$	(225,491)		$	(312,424)
Balance at June 30, 2021												$	5,023		$	(98,412)		$	(211,802)		$	(305,191)


	Three Months Ended March 31, 2020											Three Months Ended June 30, 2020
	Unrealized gain											Unrealized gain
	(loss) on derivatives											(loss) on derivatives
	designated and			Defined benefit			Currency					designated and			Defined benefit			Currency
	qualifying as cash			pension plan			translation					qualifying as cash			pension plan			translation
	flow hedges			activity			adjustment			Total		flow hedges			activity			adjustment			Total
Balance at December 31, 2019	$	1,626		$	(70,546)		$	(206,930)		$	(275,850)
Balance at March 31, 2020												$	(743)		$	(69,937)		$	(277,497)		$	(348,177)
Other comprehensive income (loss) before reclassification		(2,312)			0			(70,567)	³		(72,879)		112			(26,127)			14,485	³		(11,530)
Amounts reclassified from AOCI		(57)	¹		609	²		0			552		996	¹		3,091	²		0			4,087
Net current-period other comprehensive income (loss)		(2,369)			609			(70,567)			(72,327)		1,108			(23,036)			14,485			(7,443)
Balance at March 31, 2020	$	(743)		$	(69,937)		$	(277,497)		$	(348,177)
Balance at June 30, 2020												$	365		$	(92,973)		$	(263,012)		$	(355,620)

(1)

During the three months ended ~~March 31,~~June 30, 2021, the AOCI reclassification is a component of Net sales of ~~$102~~$70 (net of tax of $~~42)~~27) and Cost of goods sold of ~~$326~~$405 (net of tax of ~~$133)~~$90); during the three months ended ~~March 31,~~June 30, 2020, the reclassification is a component of Net sales of ~~$(41)~~$(1,065) (net of tax of ~~$(21)~~$(398)) and Cost of goods sold of ~~$(98)~~$(69) (net of tax of ~~$(24)~~$(77)). See Note 16 to the consolidated financial statements for additional details.

(2)

This AOCI component is included in the computation of net periodic pension costs (net of tax of ~~$1,456~~$1,445 and ~~$164~~$1,002) during the three months ended ~~March 31,~~June 30, 2021 and 2020, ~~respectively).~~respectively. See Note 13 to the consolidated financial statements for additional details.

(3)

The Other comprehensive income (loss) before reclassifications excludes ~~$(159)~~$(110) and ~~$(41)~~$(17) attributable to Non-controlling interests in the three months ended ~~March 31,~~June 30, 2021 and 2020, respectively.

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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Dollars in thousands, except per share amounts


	Six Months Ended June 30, 2021
	Unrealized gain
	(loss) on derivatives
	designated and			Defined benefit			Currency
	qualifying as cash			pension plan			translation
	flow hedges			activity			adjustment			Total
Balance at December 31, 2020	$	2,487		$	(101,770)		$	(202,907)		$	(302,190)
Other comprehensive income (loss) before reclassification		1,977			(1,985)			(8,895)	³		(8,903)
Amounts reclassified from AOCI		559	¹		5,343	²		—			5,902
Net current-period other comprehensive income (loss)		2,536			3,358			(8,895)			(3,001)
Balance at June 30, 2021	$	5,023		$	(98,412)		$	(211,802)		$	(305,191)


	Six Months Ended June 30, 2020
	Unrealized gain
	(loss) on derivatives
	designated and			Defined benefit			Currency
	qualifying as cash			pension plan			translation
	flow hedges			activity			adjustment			Total
Balance at December 31, 2019	$	1,626		$	(70,546)		$	(206,930)		$	(275,850)
Other comprehensive income (loss) before reclassification		(2,200)			(26,127)			(56,082)	³		(84,409)
Amounts reclassified from AOCI		939	¹		3,700	²		—			4,639
Net current-period other comprehensive income (loss)		(1,261)			(22,427)			(56,082)			(79,770)
Balance at June 30, 2020	$	365		$	(92,973)		$	(263,012)		$	(355,620)

(1)

During the six months ended June 30, 2021, the AOCI reclassification is a component of Net sales of $172 (net of tax of $69) and Cost of goods sold of $731 (net of tax of $243); during the six months ended June 30, 2020, the reclassification is a component of Net sales of $(1,106) (net of tax of $(419)) and Cost of goods sold of $(167) (net of tax of $(101)). See Note 16 to the consolidated financial statements for additional details.

(2)

This AOCI component is included in the computation of net periodic pension costs (net of tax of $2,901 and $1,166) during the six months ended June 30, 2021 and 2020, respectively. See Note 13 to the consolidated financial statements for additional details.

(3)

The Other comprehensive income (loss) before reclassifications excludes $(269) and $(58) attributable to Non-controlling interests in the six months ended June 30, 2021 and 2020, respectively.

NOTE 8 — COMMON STOCK REPURCHASE PROGRAM

The Company has a share repurchase program for up to 55 million shares of the Company’s common shares. On February 12, 2020, the Company’s Board of Director’s approved a new share repurchase program authorizing the Company to repurchase, in the aggregate, up to an additional 10 million shares of its outstanding common shares under this program. From time to time at management’s discretion, the Company repurchases its common shares in the open market, depending on market conditions, stock price and other factors. During the three months ended ~~March 31,~~June 30, 2021, the Company purchased a total of 0.2 million shares at an average cost per share of ~~$120.55.~~$127.73. During the six months ended June 30, 2021, the Company purchased a total of 0.4 million shares at an average cost per share of $124.04. As of ~~March 31,~~June 30, 2021, ~~11.2~~11.0 million common shares remained available for repurchase under these programs. The repurchased common shares remain in treasury and have not been retired.

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NOTE 9 — INVENTORIES

Inventories in the Condensed Consolidated Balance Sheets are comprised of the following components:



	March 31, 2021		December 31, 2020		June 30, 2021		December 31, 2020
Raw materials	$	115,278	$	111,888	$	125,080	$	111,888
Work-in-process		67,097		60,341		91,899		60,341
Finished goods		233,526		209,029		260,698		209,029
Total	$	415,901	$	381,258	$	477,677	$	381,258

At ~~March 31,~~June 30, 2021 and December 31, 2020, approximately ~~36%~~35% and 35%, respectively, of total inventories were valued using the last-in, first-out ("LIFO") method. The excess of current cost over LIFO cost was ~~$79,435~~$88,909 and $75,581 at ~~March 31,~~June 30, 2021 and December 31, 2020, respectively.

NOTE 10 — LEASES

The table below summarizes the right-of-use assets and lease liabilities in the Company’s Condensed Consolidated Balance sheets:


Operating Leases	Balance Sheet Classification	March 31, 2021		December 31, 2020		Balance Sheet Classification	June 30, 2021		December 31, 2020
Right-of-use assets	Other assets	$	39,936	$	43,570	Other assets	$	47,268	$	43,570

Current liabilities	Other current liabilities	$	10,652	$	11,502	Other current liabilities	$	10,651	$	11,502
Noncurrent liabilities	Other liabilities		31,175		33,988	Other liabilities		38,259		33,988
Total lease liabilities		$	41,827	$	45,490		$	48,910	$	45,490

Total lease expense, which is included in Cost of goods sold and Selling, general and administrative expenses in the Company’s Consolidated Statements of Income, was ~~$5,051~~$5,608 and ~~$5,219~~$10,660 in the three and six months ended ~~March 31,~~June 30, 2021 and $5,990 and $11,209 in the three and six months ended June 30, 2020, respectively. Cash paid for amounts included in the measurement of lease liabilities ~~at March 31,~~for the three and six months ended June 30, 2021, respectively, were $3,263 and $6,652 and are included in Net cash provided by operating activities in the Company’s Consolidated Statements of Cash Flows. Cash paid for amounts included in the measurement of lease liabilities for the three and six months ended June 30, 2020, respectively, were ~~$3,389~~$3,897 and ~~$4,097~~$7,994 and are included in Net cash provided by operating activities in the Company’s Consolidated Statements of Cash Flows. Right-of-use assets obtained in exchange for operating lease liabilities were $9,694 during the three and six months ended ~~March 31,~~June 30, 2021 and ~~2020 were~~ $0 and $2,035 ~~respectively.~~

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

March 31, 2021
2021

$
9,132
2022

9,559
2023

7,596
2024

6,038
2025

3,253
After 2025

11,713
Total lease payments

$
47,291
Less: Imputed interest

5,464
Operating lease liabilities

$
41,827

~~As of March 31, 2021,~~ the ~~weighted average remaining lease term is 7.2 years~~three and ~~the weighted average discount rate used to determine the operating lease liability is 3.5%.~~six months ended June 30, 2020, respectively.

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LINCOLN ELECTRIC HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Dollars in thousands, except per share amounts

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


	June 30, 2021
2021	$	6,417
2022		10,496
2023		8,478
2024		6,848
2025		4,024
After 2025		20,677
Total lease payments	$	56,940
Less: Imputed interest		8,030
Operating lease liabilities	$	48,910

As of June 30, 2021, the weighted average remaining lease term is 8.7 years and the weighted average discount rate used to determine the operating lease liability is 3.5%.

NOTE 11 — PRODUCT WARRANTY COSTS

The changes in the carrying amount of product warranty accruals are as follows:


	Year Ended March 31,				Six Months Ended June 30,
	2021		2020		2021		2020
Balance at beginning of year	$	21,760	$	20,650	$	21,760	$	20,650
Accruals for warranties		3,136		4,117		7,637		7,835
Settlements		(3,253)		(3,591)		(6,603)		(6,940)
Foreign currency translation and other adjustments		(156)		(318)		(176)		(206)
Balance at March 31	$	21,487	$	20,858
Balance at end of year					$	22,618	$	21,339

NOTE 12 — DEBT

Revolving Credit Agreements

The Company has a line of credit totaling $400,000 through the Amended and Restated Credit Agreement (the “Credit Agreement”). The Credit Agreement has a term of 5 years with a maturity date of June 30, 2022 and may be increased, subject to certain conditions, by an additional amount up to $100,000. The interest rate on borrowings is based on either LIBOR or the prime rate, plus a spread based on the Company’s leverage ratio, at the Company’s election. The Credit Agreement contains customary affirmative, negative and financial covenants for credit facilities of this type, including limitations on the Company and its subsidiaries with respect to liens, investments, distributions, mergers and acquisitions, dispositions of assets, transactions with affiliates and a fixed charges coverage ratio and total leverage ratio. As of March 31, 2021, the Company was in compliance with all of its covenants and had no outstanding borrowings under the Credit Agreement.

On April 23, 2021, the Company amended and restated the ~~Credit Agreement~~agreement governing its line of credit by entering into the Second Amended and Restated Credit Agreement (“~~Second~~ Credit Agreement”). The ~~Second~~ 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 ~~Amended and Restated~~ 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.

~~The Company has other lines of credit totaling $81,234.~~ As of ~~March 31,~~June 30, 2021, the Company was in compliance with all of its covenants and had ~~$3,497~~no outstanding borrowings under the Credit Agreement.

The Company has other lines of credit totaling $94,170. As of June 30, 2021, the Company was in compliance with all of its covenants and had $9,787 outstanding at ~~March 31,~~June 30, 2021.

Senior Unsecured Notes

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LINCOLN ELECTRIC HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Dollars in thousands, except per share amounts

have an aggregate principal amount of $350,000, comprised of four different series ranging from $50,000 to $100,000, with maturity dates ranging from August 20, 2025 through April 1, 2045, and interest rates ranging from 2.75% to 4.02%. Interest on the Notes is paid semi-annually. The Company’s total weighted average effective interest rate and remaining weighted average tenure of the Notes is 3.3% and ~~13.1~~12.9 years, respectively. The proceeds of the Notes were used for general corporate purposes. The Notes contain certain affirmative and negative covenants. As of ~~March 31,~~June 30, 2021, the Company was in compliance with all of its debt covenants relating to the Notes.

~~Table of Contents~~

~~LINCOLN ELECTRIC HOLDINGS, INC.~~

~~NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~Dollars in thousands, except per share amounts~~

Shelf Agreements

On November 27, 2018, the Company entered into 7 uncommitted master note facilities (the "Shelf Agreements") that allow borrowings up to $700,000 in the aggregate. The Shelf Agreements have a term of 5 years and the average life of borrowings cannot exceed 15 years. The Company is required to comply with covenants similar to those contained in the Notes. As of ~~March 31,~~June 30, 2021, the Company was in compliance with all of its covenants and had no outstanding borrowings under the Shelf Agreements.

Fair Value of Debt

At ~~March 31,~~June 30, 2021 and December 31, 2020, the fair value of long-term debt, including the current portion, was approximately ~~$739,945~~$776,643 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 ~~$715,438~~$718,785 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.

NOTE 13 — RETIREMENT AND POSTRETIREMENT BENEFIT PLANS

The components of total pension cost were as follows:


	Three Months Ended March 31,								Three Months Ended June 30,								Six Months Ended June 30,
	2021				2020				2021				2020				2021				2020
	U.S. pension		Non-U.S.		U.S. pension		Non-U.S.		U.S. pension		Non-U.S.		U.S. pension		Non-U.S.		U.S. pension		Non-U.S.		U.S. pension		Non-U.S.
	plans		pension plans		plans		pension plans		plans		pension plans		plans		pension plans		plans		pension plans		plans		pension plans
Service cost	$	49	$	471	$	39	$	756	$	48	$	324	$	39	$	742	$	97	$	795	$	78	$	1,498
Interest cost		2,981		616		4,050		696		3,072		392		4,051		683		6,053		1,008		8,101		1,379
Expected return on plan assets		(4,509)		(972)		(5,711)		(1,007)		(4,198)		(537)		(5,711)		(1,014)		(8,707)		(1,509)		(11,422)		(2,021)
Amortization of prior service cost		0		12		0		15		0		(1)		0		16		—		11		—		31
Amortization of net loss		581		435		203		555		670		11		203		540		1,251		446		406		1,095
Settlement charges ⁽¹⁾		4,440		446		0		0		1,650		0		3,334		0		6,090		446		3,334		—
Defined benefit plans		3,542		1,008		(1,419)		1,015		1,242		189		1,916		967		4,784		1,197		497		1,982
Multi-employer plans		0		244		0		269		0		258		0		257		—		502		—		526
Defined contribution plans		5,162		845		5,626		702		5,872		553		4,751		773		11,034		1,398		10,377		1,475
Total pension cost	$	8,704	$	2,097	$	4,207	$	1,986	$	7,114	$	1,000	$	6,667	$	1,997	$	15,818	$	3,097	$	10,874	$	3,983

(1)

Pension settlement charges primarily resulting from lump sum pension payments in the three and six months ended ~~March 31, 2021.~~June 30, 2021 and 2020.

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

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LINCOLN ELECTRIC HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Dollars in thousands, except per share amounts

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

~~Table of Contents~~

~~LINCOLN ELECTRIC HOLDINGS, INC.~~

~~NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~Dollars in thousands, except per share amounts~~

NOTE 14 — OTHER INCOME (EXPENSE)

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


	Three Months Ended March 31,				Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020		2021		2020
Equity earnings in affiliates	$	176	$	162	$	114	$	81	$	291	$	243
Other components of net periodic pension (cost) income⁽¹⁾		(4,030)		1,199		(1,059)		(2,102)		(5,089)		(903)
Other income (expense)		2,438		(1,052)		2,647		1,818		5,084		766
Total Other income (expense)	$	(1,416)	$	309	$	1,702	$	(203)	$	286	$	106

(1)

Other components of net periodic pension (cost) income includes pension settlements and curtailments.

NOTE 15 — INCOME TAXES

The Company recognized ~~$23,020~~$44,601 of tax expense on pretax income of ~~$97,153,~~$215,014, resulting in an effective income tax rate of ~~23.7%~~20.7% for the ~~three~~six months ended ~~March 31,~~June 30, 2021. The effective income tax rate was ~~26.8%~~24.7% for the ~~three~~six months ended ~~March 31,~~June 30, 2020.

The ~~decrease in the~~ effective tax rate was lower for the ~~three~~six months ended ~~March 31,~~June 30, 2021, as compared with the same period in 2020, ~~was~~ primarily due to ~~income earned in lower~~favorable discrete tax ~~rate jurisdictions~~adjustments in 2021, as well as higher tax expense associated with a valuation allowance recorded in 2020.

As of ~~March 31,~~June 30, 2021, the Company had ~~$17,768~~$18,210 of unrecognized tax benefits. If recognized, approximately ~~$14,281~~$14,594 would be reflected as a component of income tax expense.

The Company files income tax returns in the U.S. and various state, local and foreign jurisdictions. With few exceptions, the Company is no longer subject to U.S. federal, state and local or non-U.S. income tax examinations by tax authorities for years before 2017. The Company is currently subject to U.S., various state and non-U.S. income tax audits.

Unrecognized tax benefits are reviewed on an ongoing basis and are adjusted for changing facts and circumstances, including progress of tax audits and closing of statutes of limitations. Based on information currently available, management believes that additional audit activity could be completed and/or statutes of limitations may close relating to existing unrecognized tax benefits. It is reasonably possible there could be a reduction of ~~$1,749~~$1,645 in previously unrecognized tax benefits by the end of the ~~first~~second quarter 2022.

NOTE 16 — DERIVATIVES

The Company uses derivative instruments to manage exposures to currency exchange rates, interest rates and commodity prices arising in the normal course of business. Both at inception and on an ongoing basis, the derivative instruments that qualify for hedge accounting are assessed as to their effectiveness, when applicable. Hedge ineffectiveness was immaterial in the ~~three~~six months ended ~~March 31,~~June 30, 2021 and 2020.

The Company is subject to the credit risk of the counterparties to derivative instruments. Counterparties include a number of major banks and financial institutions. None of the concentrations of risk with any individual counterparty was considered significant at March 31, 2021. The Company does not expect any counterparties to fail to meet their obligations.

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LINCOLN ELECTRIC HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Dollars in thousands, except per share amounts

The Company is subject to the credit risk of the counterparties to derivative instruments. Counterparties include a number of major banks and financial institutions. None of the concentrations of risk with any individual counterparty was considered significant at June 30, 2021. The Company does not expect any counterparties to fail to meet their obligations.

Cash Flow Hedges

Certain foreign currency forward contracts were qualified and designated as cash flow hedges. The dollar equivalent gross notional amount of these short-term contracts was ~~$67,654~~$66,588 at ~~March 31,~~June 30, 2021 and $69,051 at December 31, 2020.

During March and April 2020, ~~in anticipation of future debt issuance associated with the Notes referenced in Note 12,~~ the Company entered into interest rate forward starting swap agreements to hedge the variability of future changes in interest rates. The forward starting swap agreements were qualified and designated as a cash flow hedge. The changes in fair value are recorded as part of AOCI, and upon completion of debt issuance and termination of the swaps, are amortized to interest expense over the life of the underlying debt. The dollar equivalent gross notional amount of the long-term contracts was $100,000 at ~~March 31,~~June 30, 2021 and December 31, 2020 and have a termination date of August 2025.

Fair Value Hedges

From time to time, the company will enter into certain interest rate swap agreements that are qualified and designated as fair value hedges. At ~~March 31,~~June 30, 2021, the Company had 0 interest rate swap agreements outstanding. The Company terminated $50,000 of interest rate swaps in the ~~three~~six months ended ~~March 31,~~June 30, 2020, which resulted in a gain of $6,629 that ~~will be~~is amortized to interest expense over the remaining life of the underlying debt.

Net Investment Hedges

The Company has cross currency swap agreements that are qualified and designated as net investment hedges. The dollar equivalent gross notional amount of these contracts is $50,000 as of ~~March 31,~~June 30, 2021 and December 31, 2020, respectively.

The Company has foreign currency forward contracts that qualify and are designated as net investment hedges. The dollar equivalent gross notional amount of these short-term contracts was $98,334 at June 30, 2021.

Derivatives Not Designated as Hedging Instruments

The Company has certain foreign exchange forward contracts that are not designated as hedges. These derivatives are held as economic hedges of certain balance sheet exposures. The dollar equivalent gross notional amount of these contracts was ~~$585,340~~$425,603 and $391,112 at ~~March 31,~~June 30, 2021 and December 31, 2020, respectively.

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


	March 31, 2021								December 31, 2020								June 30, 2021								December 31, 2020
	Other		Other						Other		Other						Other		Other						Other		Other
	Current		Current		Other		Other		Current		Current		Other		Other		Current		Current		Other		Other		Current		Current		Other		Other
Derivatives by hedge designation	Assets		Liabilities		Assets		Liabilities		Assets		Liabilities		Assets		Liabilities		Assets		Liabilities		Assets		Liabilities		Assets		Liabilities		Assets		Liabilities
Designated as hedging instruments:
Foreign exchange contracts	$	1,337	$	1,090	$	0	$	0	$	2,451	$	1,124	$	0	$	0	$	1,096	$	377	$	0	$	0	$	2,451	$	1,124	$	0	$	0
Forward starting swap agreements		0		0		13,510		0		0		0		4,876		0		0		0		8,279		0		0		0		4,876		0
Cross currency swap agreements		0		0		0		2,263		0		0		0		4,308
Net investment contracts																		0		860		0		2,929		0		0		0		4,308
Not designated as hedging instruments:
Foreign exchange contracts		2,715		1,682		0		0		1,398		3,485		0		0		1,985		2,394		0		0		1,398		3,485		0		0
Total derivatives	$	4,052	$	2,772	$	13,510	$	2,263	$	3,849	$	4,609	$	4,876	$	4,308	$	3,081	$	3,631	$	8,279	$	2,929	$	3,849	$	4,609	$	4,876	$	4,308

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LINCOLN ELECTRIC HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Dollars in thousands, except per share amounts

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


		Three Months Ended March 31,					Three Months Ended June 30,				Six Months Ended June 30,
Derivatives by hedge designation	Classification of gain (loss)	2021		2020		Classification of gain (loss)	2021		2020		2021		2020
Not designated as hedges:
Foreign exchange contracts	Selling, general & administrative expenses	$	(1,286)	$	(22,133)	Selling, general & administrative expenses	$	7,164	$	3,624	$	5,878	$	(18,509)

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



Total gain (loss) recognized in AOCI, net of tax	March 31, 2021		December 31, 2020		June 30, 2021		December 31, 2020
Foreign exchange contracts	$	(90)	$	660	$	426	$	660
Forward starting swap agreements		10,109		3,649		6,194		3,649
Net investment contracts		(242)		(1,822)		(1,597)		(1,822)

The Company expects a loss of ~~$90~~$3,489 related to existing contracts to be reclassified from AOCI, net of tax, to earnings over the next 12 months as the hedged transactions are realized.


		Three Months Ended March 31,					Three Months Ended June 30,				Six Months Ended June 30,
	Gain (loss) recognized in the					Gain (loss) recognized in the
Derivative type	Consolidated Statements of Income:	2021		2020		Consolidated Statements of Income:	2021		2020		2021		2020
Foreign exchange contracts	Sales	$	144	$	(62)	Sales	$	97	$	(1,463)	$	241	$	(1,525)
	Cost of goods sold		(458)		122	Cost of goods sold		(495)		146		(974)		268

NOTE 17 - FAIR VALUE

The following table provides a summary of assets and liabilities as of ~~March 31,~~June 30, 2021, measured at fair value on a recurring basis:


			Quoted Prices in								Quoted Prices in
			Active Markets for								Active Markets for
			Identical Assets or		Significant Other		Significant				Identical Assets or		Significant Other		Significant
	Balance as of		Liabilities		Observable Inputs		Unobservable		Balance as of		Liabilities		Observable Inputs		Unobservable
Description	March 31, 2021		(Level 1)		(Level 2)		Inputs (Level 3)		June 30, 2021		(Level 1)		(Level 2)		Inputs (Level 3)
Assets:
Foreign exchange contracts	$	4,052	$	0	$	4,052	$	0	$	3,081	$	0	$	3,081	$	0
Forward starting swap agreements		13,510		0		13,510		0		8,279		0		8,279		0
Total assets	$	17,562	$	0	$	17,562	$	0	$	11,360	$	0	$	11,360	$	0
Liabilities:
Foreign exchange contracts	$	2,772	$	0	$	2,772	$	0	$	2,771	$	0	$	2,771	$	0
Cross currency swap agreements		2,263		0		2,263		0
Net investment contracts										3,789		0		3,789		0
Deferred compensation		40,775		0		40,775		0		41,860		0		41,860		0
Total liabilities	$	45,810	$	0	$	45,810	$	0	$	48,420	$	0	$	48,420	$	0

1821

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LINCOLN ELECTRIC HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Dollars in thousands, except per share amounts

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


			Quoted Prices in								Quoted Prices in
			Active Markets for								Active Markets for
			Identical Assets or		Significant Other		Significant				Identical Assets or		Significant Other		Significant
	Balance as of		Liabilities		Observable Inputs		Unobservable		Balance as of		Liabilities		Observable Inputs		Unobservable
Description	December 31, 2020		(Level 1)		(Level 2)		Inputs (Level 3)		December 31, 2020		(Level 1)		(Level 2)		Inputs (Level 3)
Assets:
Foreign exchange contracts	$	3,849	$	0	$	3,849	$	0	$	3,849	$	0	$	3,849	$	0
Interest rate swap agreements		4,876		0		4,876		0
Forward starting swap agreements										4,876		0		4,876		0
Total assets	$	8,725	$	0	$	8,725	$	0	$	8,725	$	0	$	8,725	$	0
Liabilities:
Foreign exchange contracts	$	4,609	$	0	$	4,609	$	0	$	4,609	$	0	$	4,609	$	0
Cross currency swap agreements		4,308		0		4,308		0
Net investment contracts										4,308		0		4,308		0
Deferred compensation		41,539		0		41,539		0		41,539		0		41,539		0
Total liabilities	$	50,456	$	0	$	50,456	$	0	$	50,456	$	0	$	50,456	$	0

The Company’s derivative contracts are valued at fair value using the market approach. The Company measures the fair value of foreign exchange contracts, ~~and~~ swap agreements and net investment contracts using Level 2 inputs based on observable spot and forward rates in active markets.

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

The fair value of Cash and cash equivalents, Accounts receivable, Short-term debt excluding the current portion of long-term debt and Trade accounts payable approximated book value due to the short-term nature of these instruments at both ~~March 31,~~June 30, 2021 and December 31, 2020.

The Company has various financial instruments, including cash and cash equivalents, short and long-term debt and forward contracts. While these financial instruments are subject to concentrations of credit risk, the Company has minimized this risk by entering into arrangements with a number of major banks and financial institutions and investing in several high-quality instruments. The Company does not expect any counterparties to fail to meet their obligations.

1922

Table of Contents

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 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. Welding products include arc welding power sources, computer numerical control and plasma cutters, wire feeding systems, robotic welding packages, integrated automation systems, fume extraction equipment, consumable electrodes, fluxes, welding accessories and specialty welding consumables and fabrication. The Company’s product offering also includes oxy-fuel cutting systems and regulators and torches used in oxy-fuel welding, cutting and brazing. In addition, the Company has a leading global position in the brazing and soldering alloys market.

The Company’s products are sold in both domestic and international markets. In the Americas, products are sold principally through industrial distributors, retailers and 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 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 oxy-fuel cutting, soldering and brazing businesses as well as its retail business in the United States.

2023

Table of Contents

Results of Operations

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


	Three Months Ended March 31,																Three Months Ended June 30,
												Favorable (Unfavorable)																Favorable (Unfavorable)
	2021						2020					2021 vs. 2020					2021						2020					2021 vs. 2020
	Amount			% of Sales			Amount			% of Sales		$			%		Amount			% of Sales			Amount			% of Sales		$			%
Net sales	$	757,021					$	701,991				$	55,030		7.8	%	$	826,454					$	590,727				$	235,727		39.9	%
Cost of goods sold		503,254						464,669					(38,585)		(8.3)	%		552,445						401,349					(151,096)		(37.6)	%
Gross profit		253,767			33.5	%		237,322		33.8	%		16,445		6.9	%		274,009			33.2	%		189,378		32.1	%		84,631		44.7	%
Selling, general & administrative expenses		145,676			19.2	%		149,727		21.3	%		4,051		2.7	%		151,557			18.3	%		126,376		21.4	%		(25,181)		(19.9)	%
Rationalization and asset impairment charges		4,163			0.5	%		6,521		0.9	%		2,358		36.2	%		630			0.1	%		23,238		3.9	%		22,608		97.3	%
Operating income		103,928			13.7	%		81,074		11.5	%		22,854		28.2	%		121,822			14.7	%		39,764		6.7	%		82,058		206.4	%
Interest expense, net		5,359						5,458					99		1.8	%		5,663						5,881					218		3.7	%
Other income (expense)		(1,416)						309					(1,725)		(558.3)	%		1,702						(203)					1,905		938.4	%
Income before income taxes		97,153			12.8	%		75,925		10.8	%		21,228		28.0	%		117,861			14.3	%		33,680		5.7	%		84,181		249.9	%
Income taxes		23,020						20,370					(2,650)		(13.0)	%		21,581						6,667					(14,914)		(223.7)	%
Effective tax rate		23.7	%					26.8	%				3.1	%				18.3	%					19.8	%				1.5	%
Net income including non-controlling interests		74,133						55,555					18,578		33.4	%		96,280						27,013					69,267		256.4	%
Non-controlling interests in subsidiaries' loss		(44)						(7)					(37)		(528.6)	%		175						17					158		929.4	%
Net income	$	74,177			9.8	%	$	55,562		7.9	%	$	18,615		33.5	%	$	96,105			11.6	%	$	26,996		4.6	%	$	69,109		256.0	%
Diluted earnings per share	$	1.23					$	0.91				$	0.32		35.2	%	$	1.60					$	0.45				$	1.15		255.6	%


	Six Months Ended June 30,
												Favorable (Unfavorable)
	2021						2020					2021 vs. 2020
	Amount			% of Sales			Amount			% of Sales		$			%
Net sales	$	1,583,475					$	1,292,718				$	290,757		22.5	%
Cost of goods sold		1,055,699						866,018					(189,681)		(21.9)	%
Gross profit		527,776			33.3	%		426,700		33.0	%		101,076		23.7	%
Selling, general & administrative expenses		297,233			18.8	%		276,103		21.4	%		(21,130)		(7.7)	%
Rationalization and asset impairment charges		4,793			0.3	%		29,759		2.3	%		24,966		83.9	%
Operating income		225,750			14.3	%		120,838		9.3	%		104,912		86.8	%
Interest expense, net		11,022						11,339					317		2.8	%
Other income (expense)		286						106					180		169.8	%
Income before income taxes		215,014			13.6	%		109,605		8.5	%		105,409		96.2	%
Income taxes		44,601						27,037					(17,564)		(65.0)	%
Effective tax rate		20.7	%					24.7	%				4.0	%
Net income including non-controlling interests		170,413						82,568					87,845		106.4	%
Non-controlling interests in subsidiaries' loss		131						10					121		1,210.0	%
Net income	$	170,282			10.8	%	$	82,558		6.4	%	$	87,724		106.3	%
Diluted earnings per share	$	2.83					$	1.37				$	1.46		106.6	%

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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:
Three Months Ended June 30,																			Change in Net Sales due to:
	Net Sales										Foreign			Net Sales			Net Sales											Foreign			Net Sales
	2020		Volume			Acquisitions		Price			Exchange			2021			2020		Volume			Acquisitions			Price			Exchange			2021
Lincoln Electric Holdings, Inc.	$	701,991	$	19,101		$	—	$	26,128		$	9,801		$	757,021		$	590,727	$	153,801		$	3,585		$	59,021		$	19,320		$	826,454
% Change
Lincoln Electric Holdings, Inc.				2.7	%		—		3.7	%		1.4	%		7.8	%				26.0	%		0.6	%		10.0	%		3.3	%		39.9	%


Six Months Ended June 30,			Change in Net Sales due to:
	Net Sales											Foreign			Net Sales
	2020		Volume			Acquisitions			Price			Exchange			2021
Lincoln Electric Holdings, Inc.	$	1,292,718	$	172,902		$	3,585		$	85,149		$	29,121		$	1,583,475
% Change
Lincoln Electric Holdings, Inc.				13.4	%		0.3	%		6.6	%		2.3	%		22.5	%

Net sales increased in the three and six months ended ~~March 31,~~June 30, 2021 ~~as a result of higher organic sales~~ driven by higher demand ~~and~~reflecting recovery from the impacts of the pandemic, increased product pricing as a result of higher input costs and ~~the impact of~~ favorable foreign exchange.

Gross Profit:

Gross profit for the three and six months ended ~~March 31,~~June 30, 2021 increased ~~6.9%~~44.7% and 23.7%, respectively, driven by higher Net sales volumes ~~and related operating leverage.~~reflecting recovery from the impacts of the COVID-19 pandemic. As a percent of sales, Gross profit ~~decreased slightly~~increased compared to the prior year periods primarily due to higher Net sales volumes and the related operating leverage, partially offset by higher last-in, first-out (“LIFO”) charges of ~~$3,854~~$9,474 and $13,328 in the three and six months ended ~~March 31,~~June 30, 2021, respectively, as compared with charges of ~~$212~~$(76) and $135 in ~~2020.~~the same 2020 periods, respectively.

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

SG&A expenses ~~decreased~~increased for the three and six months ended ~~March 31,~~June 30, 2021 as compared to ~~March 31,~~the same 2020 periods, primarily due to ~~lower discretionary spending.~~higher employee costs.

Rationalization and Asset Impairment Charges:

The Company recorded charges of ~~$4,163, $3,831 after-tax,~~$630 ($819 after-tax) and ~~$6,521, $4,545 after-tax,~~$4,793 ($4,650 after-tax) in the three and six months ended ~~March 31,~~June 30, 2021, ~~and 2020,~~ respectively, primarily related to severance charges and gains or losses on the disposal of assets. The Company recorded charges of $23,238 ($18,494 after-tax) and $29,759 ($23,039 after-tax) in the three and six months ended June 30, 2020, respectively, primarily related to severance charges, non-cash asset impairments of long-lived assets, and gains or losses on the disposal of assets.

Income Taxes:

The ~~decrease in the~~ effective tax rate was lower for the three and six months ended ~~March 31,~~June 30, 2021 as compared to ~~March 31,~~the same 2020 ~~was~~periods, primarily due to ~~income earned in lower~~favorable discrete tax ~~rate jurisdictions~~adjustments in 2021, as well as higher tax expense associated with a valuation allowance recorded in the six months ended June 30, 2020.

Net Income:

The increase in Net income for the three and six months ended ~~March 31,~~June 30, 2021 as compared to ~~March 31,~~the same 2020 periods, was primarily due to higher Net sales volumes ~~driven by increased demand~~reflecting recovery from the impacts of the COVID-19 pandemic and the related operating leverage.

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Segment Results


Three Months Ended June 30,			Change in Net Sales due to:
	Net Sales											Foreign			Net Sales
	2020		Volume ⁽¹⁾			Acquisitions ⁽²⁾			Price ⁽³⁾			Exchange			2021
Operating Segments
Americas Welding	$	333,229	$	90,285		$	—		$	27,330		$	6,624		$	457,468
International Welding		177,167		45,095			3,585			14,712			11,793			252,352
The Harris Products Group		80,331		18,421			—			16,979			903			116,634

% Change
Americas Welding				27.1	%		—			8.2	%		2.0	%		37.3	%
International Welding				25.5	%		2.0	%		8.3	%		6.7	%		42.4	%
The Harris Products Group				22.9	%		—			21.1	%		1.1	%		45.2	%


Three Months Ended March 31,			Change in Net Sales due to:
Six Months Ended June 30,																			Change in Net Sales due to:
	Net Sales										Foreign			Net Sales			Net Sales											Foreign			Net Sales
	2020		Volume ⁽¹⁾			Acquisitions		Price ⁽²⁾			Exchange			2021			2020		Volume ⁽¹⁾			Acquisitions ⁽²⁾			Price ⁽³⁾			Exchange			2021
Operating Segments
Americas Welding	$	418,535	$	(3,790)		$	—	$	9,065		$	1,432		$	425,242		$	751,764	$	86,495		$	—		$	36,395		$	8,056		$	882,710
International Welding		197,923		11,250			—		4,620			9,286			223,079			375,090		56,345			3,585			19,332			21,079			475,431
The Harris Products Group		85,533		11,641			—		12,443			(917)			108,700			165,864		30,062			—			29,422			(14)			225,334

% Change
Americas Welding				(0.9)	%		—		2.2	%		0.3	%		1.6	%				11.5	%		—			4.8	%		1.1	%		17.4	%
International Welding				5.7	%		—		2.3	%		4.7	%		12.7	%				15.0	%		1.0	%		5.2	%		5.6	%		26.8	%
The Harris Products Group				13.6	%		—		14.5	%		(1.1)	%		27.1	%				18.1	%		—			17.7	%		—			35.9	%

(1)

~~Decrease~~Increases for three and six months ended ~~March 31,~~June 30, 2021 for ~~Americas Welding due to softer demand associated with the current economic environment. International Welding volume increases were~~all segments was primarily due to higher demand ~~and~~reflecting recovery from the impacts of the COVID-19 pandemic. The Harris Products Group ~~volume~~volumes also reflect increases ~~were primarily~~ due to higher retail volumes.

(2)

Increase for the three and six months ended June 30, 2021 for International Welding were due to the acquisition of Zeman Bauelemente as discussed in Note 4 to the consolidated financial statements.

(3)

Increase for Americas Welding and International Welding in the three and six months ended ~~March 31,~~June 30, 2021 reflects increased product pricing as a result of higher input costs. Increase for The Harris Products Group in the three and six months ended ~~March 31,~~June 30, 2021 was due to ~~increases in~~increased commodity costs.

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Adjusted Earnings Before Interest and Income Taxes:

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 (expense). 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)										Favorable (Unfavorable)
	Three Months Ended March 31,						2021 vs. 2020				Three Months Ended June 30,						2021 vs. 2020
	2021			2020			$		%		2021			2020			$		%
Americas Welding:
Net sales	$	425,242		$	418,535		$	6,707	1.6	%	$	457,468		$	333,229		$	124,239	37.3	%
Inter-segment sales		32,748			24,783			7,965	32.1	%		39,765			27,493			12,272	44.6	%
Total Sales	$	457,990		$	443,318			14,672	3.3	%	$	497,233		$	360,722			136,511	37.8	%
Adjusted EBIT ⁽⁴⁾⁽³⁾	$	76,617		$	70,702			5,915	8.4	%	$	84,134		$	46,702			37,432	80.2	%
As a percent of total sales ⁽¹⁾		16.7	%		15.9	%			0.8	%		16.9	%		12.9	%			4.0	%
International Welding:
Net sales	$	223,079		$	197,923			25,156	12.7	%	$	252,352		$	177,167			75,185	42.4	%
Inter-segment sales		4,285			4,483			(198)	(4.4)	%		6,897			4,286			2,611	60.9	%
Total Sales	$	227,364		$	202,406			24,958	12.3	%	$	259,249		$	181,453			77,796	42.9	%
Adjusted EBIT ⁽⁵⁾⁽⁴⁾	$	18,816		$	6,615			12,201	184.4	%	$	29,997		$	9,682			20,315	209.8	%
As a percent of total sales ⁽²⁾		8.3	%		3.3	%			5.0	%
As a percent of total sales ⁽¹⁾												11.6	%		5.3	%			6.3	%
The Harris Products Group:
Net sales	$	108,700		$	85,533			23,167	27.1	%	$	116,634		$	80,331			36,303	45.2	%
Inter-segment sales		2,147			1,725			422	24.5	%		2,284			1,753			531	30.3	%
Total Sales	$	110,847		$	87,258			23,589	27.0	%	$	118,918		$	82,084			36,834	44.9	%
Adjusted EBIT	$	18,697		$	12,492			6,205	49.7	%	$	18,212		$	11,713			6,499	55.5	%
As a percent of total sales ⁽³⁾⁽²⁾		16.9	%		14.3	%			2.6	%		15.3	%		14.3	%			1.0	%
Corporate / Eliminations:
Inter-segment sales	$	(39,180)		$	(30,991)			8,189	26.4	%	$	(48,946)		$	(33,532)			15,414	46.0	%
Adjusted EBIT ⁽⁶⁾⁽⁵⁾		(1,456)			(1,099)			357	32.5	%		(3,888)			(1,964)			1,924	98.0	%
Consolidated:
Net sales	$	757,021		$	701,991			55,030	7.8	%	$	826,454	��	$	590,727			235,727	39.9	%
Net income	$	74,177		$	55,562			18,615	33.5	%	$	96,105		$	26,996			69,109	256.0	%
As a percent of total sales		9.8	%		7.9	%			1.9	%		11.6	%		4.6	%			7.0	%
Adjusted EBIT ⁽⁷⁾⁽⁵⁾	$	112,674		$	88,710			23,964	27.0	%	$	128,455		$	66,133			62,322	94.2	%
As a percent of sales		14.9	%		12.6	%			2.2	%		15.5	%		11.2	%			4.3	%

(1)

Increase for the three months ended ~~March 31,~~June 30, 2021 as compared to ~~March 31,~~June 30, 2020 primarily driven by ~~cost reduction actions.~~higher Net sales volumes reflecting recovery from the impacts of the COVID-19 pandemic and related operating leverage.

(2)

Increase for the three months ended ~~March 31,~~June 30, 2021 as compared to ~~March 31, 2020 primarily driven by higher Net sales volumes due to higher demand and cost reduction actions.~~

~~(3)~~

~~Increase for the three months ended March 31, 2021 as compared to March 31,~~June 30, 2020 driven primarily by retail and brazing volume ~~increases.~~increases, as well as the recovery from the impacts of the COVID-19 pandemic.

~~(4)~~(3)

The three months ended ~~March 31,~~June 30, 2021 ~~also~~ and 2020 exclude pension settlement charges of ~~$4,440 related to lump sum payments.~~$1,650 and $3,334, respectively. The three months ended ~~March 31,~~June 30, 2020 excludes Rationalization and asset impairment charges of ~~$1,190~~$22,673 related to severance and asset impairments as discussed in Note 6 to the consolidated financial statements.

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~~(5)~~(4)

The three months ended ~~March 31,~~June 30, 2021 and 2020 exclude Rationalization and asset impairment charges of ~~$4,163~~$630 and ~~$5,331,~~$565, respectively, related to severance and gains or losses on the disposal of assets as discussed in Note 6

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6 to the consolidated financial statements. The three months ended ~~March 31,~~June 30, 2021 also ~~excludes~~exclude the amortization of step up in value of acquired inventories related to the acquisition of Zeman Bauelemente as discussed in Note 4 to the consolidated financial statements.

(5)

The three months ended June 30, 2021 exclude acquisition transaction costs of $810 related to an acquisition.

(6)

See non-GAAP Financial Measures for a reconciliation of Net income as reported and Adjusted EBIT.



							Favorable (Unfavorable)
	Six Months Ended June 30,						2021 vs. 2020
	2021			2020			$		%
Americas Welding:
Net sales	$	882,710		$	751,764		$	130,946	17.4	%
Inter-segment sales		72,513			52,276			20,237	38.7	%
Total Sales	$	955,223		$	804,040			151,183	18.8	%
Adjusted EBIT ⁽³⁾	$	160,751		$	117,404			43,347	36.9	%
As a percent of total sales ⁽¹⁾		16.8	%		14.6	%			2.2	%
International Welding:
Net sales	$	475,431		$	375,090			100,341	26.8	%
Inter-segment sales		11,182			8,769			2,413	27.5	%
Total Sales	$	486,613		$	383,859			102,754	26.8	%
Adjusted EBIT ⁽⁴⁾	$	48,813		$	16,297			32,516	199.5	%
As a percent of total sales ⁽¹⁾		10.0	%		4.2	%			5.8	%
The Harris Products Group:
Net sales	$	225,334		$	165,864			59,470	35.9	%
Inter-segment sales		4,431			3,478			953	27.4	%
Total Sales	$	229,765		$	169,342			60,423	35.7	%
Adjusted EBIT	$	36,909		$	24,205			12,704	52.5	%
As a percent of total sales ⁽²⁾		16.1	%		14.3	%			1.8	%
Corporate / Eliminations:
Inter-segment sales	$	(88,126)		$	(64,523)			23,603	36.6	%
Adjusted EBIT ⁽⁵⁾		(5,344)			(3,063)			2,281	74.5	%
Consolidated:
Net sales	$	1,583,475		$	1,292,718			290,757	22.5	%
Net income	$	170,282		$	82,558			87,724	106.3	%
As a percent of total sales		10.8	%		6.4	%			4.4	%
Adjusted EBIT ⁽⁶⁾	$	241,129		$	154,843			86,286	55.7	%
As a percent of sales		15.2	%		12.0	%			3.2	%

(1)

Increase for the six months ended June 30, 2021 as compared to June 30, 2020 primarily driven higher Net sales volumes reflecting recovery from the impacts of the COVID-19 pandemic and related operating leverage, as well as cost reduction actions.

(2)

Increase for the six months ended June 30, 2021 as compared to June 30, 2020 driven by retail and brazing volume increases, as well as the recovery from the impacts of the COVID-19 pandemic.

(3)

The six months ended June 30, 2021 and 2020 exclude pension settlement charges of ~~$446.~~$6,536 and $3,334, respectively. The ~~three~~six months ended June 30, 2020 also exclude Rationalization and asset impairment charges of $23,863 related to severance charges and non-cash asset impairments of long-lived assets as discussed in Note 6 to the consolidated financial statements.

(4)

The six months ended June 30, 2021, and 2020 exclude Rationalization and asset impairment charges of $4,793 and $5,896, respectively, related to severance, asset impairments and gains or losses on the disposal of assets discussed in Note 6 to the consolidated financial statements. ~~March 31,~~The six months ended June 30, 2021 and 2020 also

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excludes the amortization of step up in value of acquired inventories of $1,841 and $806, respectively, related to acquisitions as discussed in Note 4 to the consolidated financial statements.

(5)

The six months ended June 30, 2021 exclude acquisition transaction costs of $1,923 related to an acquisition.

(6)

~~The three months ended March 31, 2021 exclude acquisition transaction costs related to an acquisition.~~

~~(7)~~

See non-GAAP Financial Measures for a reconciliation of Net ~~income~~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, Return on invested capital, Cash conversion, Organic sales, and Earnings before interest, taxes, depreciation and amortization, 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.

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:


	Three Months Ended March 31,						Three Months Ended June 30,						Six Months Ended June 30,
	2021			2020			2021			2020			2021			2020
Operating income as reported	$	103,928		$	81,074		$	121,822		$	39,764		$	225,750		$	120,838
Special items (pre-tax):
Rationalization and asset impairment charges ⁽¹⁾		4,163			6,521			630			23,238			4,793			29,759
Acquisition transaction costs ⁽²⁾		1,113			—			810			—			1,923			—
Amortization of step up in value of acquired inventories ⁽³⁾		—			806			1,841			—			1,841			806
Adjusted operating income	$	109,204		$	88,401		$	125,103		$	63,002		$	234,307		$	151,403
Net income as reported	$	74,177		$	55,562		$	96,105		$	26,996		$	170,282		$	82,558
Special items:
Rationalization and asset impairment charges ⁽¹⁾		4,163			6,521			630			23,238			4,793			29,759
Acquisition transaction costs ⁽²⁾		1,113			—			810			—			1,923			—
Pension settlement charges ⁽⁴⁾		4,886			—			1,650			3,334			6,536			3,334
Amortization of step up in value of acquired inventories ⁽³⁾		—			806			1,841			—			1,841			806
Tax effect of Special items ⁽⁵⁾		(1,561)			(1,976)			(433)			(5,576)			(1,994)			(7,552)
Adjusted net income		82,778			60,913			100,603			47,992			183,381			108,905
Non-controlling interests in subsidiaries’ income (loss)		(44)			(7)			175			17			131			10
Interest expense, net		5,359			5,458			5,663			5,881			11,022			11,339
Income taxes as reported		23,020			20,370			21,581			6,667			44,601			27,037
Tax effect of Special items⁽⁵⁾		1,561			1,976			433			5,576			1,994			7,552
Adjusted EBIT	$	112,674		$	88,710		$	128,455		$	66,133		$	241,129		$	154,843
Effective tax rate as reported		23.7	%		26.8	%		18.3	%		19.8	%		20.7	%		24.7	%
Net special item tax impact		(0.8)			—			(0.4)	%		0.5	%		(0.5)	%		(0.6)	%
Adjusted effective tax rate		22.9	%		26.8	%		17.9	%		20.3	%		20.2	%		24.1	%
Diluted earnings per share as reported	$	1.23		$	0.91		$	1.60		$	0.45		$	2.83		$	1.37
Special items per share		0.14			0.09			0.07			0.35			0.21			0.44
Adjusted diluted earnings per share	$	1.37		$	1.00		$	1.67		$	0.80		$	3.04		$	1.81

(1)

Charges primarily related to severance ~~and gains or losses on the disposal of assets~~ as discussed in Note 6 to the consolidated financial statements.

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(2)

Costs related to an acquisition and are included in SG&A.

(3)

Costs related to ~~an acquisition~~acquisitions and are included in Cost of goods sold.

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(4)

Primarily related to lump sum pension payments and are included in Other income (expense).

(5)

~~The~~Includes the net tax ~~effect~~impact of Special items ~~impacting pre-tax income was calculated as~~recorded during the ~~pre-tax amount multiplied by the applicable tax rate. The applicable tax rates reflect the taxable jurisdiction and nature of each Special item.~~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, providing cash and access to capital markets. In assessing liquidity, the Company reviews working capital measurements to define areas for improvement. Management anticipates the Company will be able to satisfy cash requirements for its ongoing businesses for the foreseeable future primarily with cash generated by operations, existing cash balances, borrowings under its existing credit facilities and raising debt in capital markets.

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

The following table reflects changes in key cash flow measures:


	Three Months Ended March 31,						Six Months Ended June 30,
	2021		2020		$ Change		2021		2020		$ Change
Cash provided by operating activities ⁽¹⁾	$	45,262	$	21,972	$	23,290	$	145,234	$	126,013	$	19,221
Cash used by investing activities ⁽²⁾		(2,852)		(5,728)		2,876		(102,434)		(18,793)		(83,641)
Capital expenditures		(9,936)		(11,828)		1,892		(27,768)		(25,011)		(2,757)
Proceeds from sale of property, plant and equipment		584		6,100		(5,516)
Other investing activities		6,500		—		6,500
Acquisition of businesses, net of cash acquired								(83,723)		—		(83,723)
Cash used by financing activities ⁽³⁾		(55,371)		(41,613)		(13,758)		(108,995)		(155,692)		46,697
Proceeds from short-term borrowings, net		1,307		97,777		(96,470)
Purchase of shares for treasury		(28,459)		(109,762)		81,303		(53,688)		(112,975)		59,287
Cash dividends paid to shareholders		(30,999)		(30,675)		(324)		(61,379)		(59,814)		(1,565)
Decrease in Cash and cash equivalents ⁽⁴⁾		(15,153)		(36,188)		21,035		(66,395)		(56,508)		(9,887)

(1)

Cash provided by operating activities increased for the ~~three~~six months ended ~~March 31,~~June 30, 2021, compared with the ~~three~~six months ended ~~March 31,~~June 30, 2020 primarily due to higher company earnings.

(2)

Cash used by investing activities ~~decreased~~increased for the ~~three~~six months ended ~~March 31,~~June 30, 2021, compared with the ~~three~~six months ended ~~March 31,~~June 30, 2020 primarily due to ~~higher capital expenditures~~cash used in ~~2020~~the acquisition of businesses. . The Company currently anticipates capital expenditures of $65,000 to $75,000 in 2021. Anticipated capital expenditures include investments for capital maintenance and projects to increase efficiency, reduce costs, promote business growth or improve the overall safety and environmental conditions of the Company’s facilities.

(3)

Cash used by financing activities ~~increased~~decreased in the ~~three~~six months ended ~~March 31,~~June 30, 2021, compared with the ~~three~~six months ended ~~March 31,~~June 30, 2020 due to ~~higher proceeds from short-term borrowings in the prior period, partially offset by~~ lower purchases of shares for treasury.

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(4)

Cash and cash equivalents decreased ~~5.9%~~25.8%, or ~~$15,153,~~$66,395, to ~~$242,126~~$190,884 during the ~~three~~six months ended ~~March 31,~~June 30, 2021, from $257,279 as of December 31, 2020. This decrease was predominantly due to cash used in the acquisition of businesses, purchases of common shares for treasury and cash dividends paid to shareholders, partially offset by cash provided by operating activities. At ~~March 31,~~June 30, 2021, ~~$175,501~~$142,522 of Cash and cash equivalents was held by international subsidiaries.

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In ~~April~~July 2021, the Company paid a cash dividend of $0.51 per share, or ~~$30,364,~~$30,287, to shareholders of record as of ~~March 31,~~June 30, 2021.

Working Capital Ratios


	March 31, 2021		December 31, 2020		March 31, 2020		June 30, 2021		December 31, 2020		June 30, 2020
Average operating working capital to Net sales ^{(1) (2)}	17.7	%	17.4	%	19.0	%	17.2	%	17.4	%	22.8	%
Days sales in Inventories ⁽²⁾	104.6		104.7		108.7		110.2		104.7		131.4
Days sales in Accounts receivable	55.6		53.5		53.1		53.9		53.5		56.8
Average days in Trade accounts payable	60.0		56.5		54.8		59.9		56.5		58.1

(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.

(2)

In order to minimize potential supply chain disruptions in serving customers due to the COVID-19 ~~crisis,~~pandemic, the Company increased inventories relative to expected Net sales resulting in higher Days sales in Inventories and ~~higher~~had an unfavorable impact on Average operating working capital to Net sales.

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 Short-term debt and Long-term debt, less current portions, plus Total equity.

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The following table presents ROIC:


	Twelve Months Ended March 31,						Twelve Months Ended June 30,
	2021			2020			2021			2020
Net income	$	224,730		$	277,191		$	293,839		$	218,735
Rationalization and asset impairment charges		43,110			18,174			20,502			40,105
Acquisition transaction and integration costs		1,113			1,014
Acquisition transaction costs								1,923			—
Pension settlement charges		13,005			—			11,321			3,334
Amortization of step up in value of acquired inventories		—			3,814			1,841			2,415
Gains on disposal of assets		—			(3,554)
Gain on change in control		—			(7,601)			—			(7,601)
Tax effect of Special items ⁽¹⁾		(10,179)			(8,549)			(5,036)			(9,374)
Adjusted net income	$	271,779		$	280,489		$	324,390		$	247,614
Plus: Interest expense, net of tax of $5,904 and 6,484 in 2021 and 2020, respectively		17,550			19,489
Less: Interest income, net of tax of $396 and $605 in 2021 and 2020, respectively		1,184			1,818
Plus: Interest expense, net of tax of $5,843 and $6,439 in 2021 and 2020, respectively								17,368			19,348
Less: Interest income, net of tax of $389 and $563 in 2021 and 2020, respectively								1,166			1,691
Adjusted net income before tax effected interest	$	288,145		$	298,160		$	340,592		$	265,271

Invested Capital	March 31, 2021			March 31, 2020			June 30, 2021			June 30, 2020
Short-term debt	$	3,607		$	132,378		$	10,435		$	49,597
Long-term debt, less current portion		715,328			715,950			718,137			715,817
Total debt		718,935			848,328			728,572			765,414
Total equity		803,408			667,960			859,623			660,111
Invested capital	$	1,522,343		$	1,516,288		$	1,588,195		$	1,425,525
Return on invested capital		18.9	%		19.7	%		21.4	%		18.6	%

(1)

Includes the net tax impact of Special items recorded during the respective ~~periods, including tax benefits of $4,852 for the settlement of a tax item as well as tax deductions associated with an investment in a subsidiary in the twelve months ended March 31, 2020.~~periods.

New Accounting Pronouncements

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

Acquisitions

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

~~Debt~~

~~Revolving Credit Agreements~~

The Company has a line of credit totaling $400,000 through the Amended and Restated Credit Agreement (the “Credit Agreement”). The Credit Agreement has a term of 5 years with a maturity date of June 30, 2022 and may be increased, subject to certain conditions, by an additional amount up to $100,000. The interest rate on borrowings is based on either the London Inter-Bank Offered Rate ("LIBOR") or the prime rate, plus a spread based on the Company’s leverage ratio, at the Company’s election. The Credit Agreement contains customary affirmative, negative and financial covenants for credit facilities of this type, including limitations on the Company and its subsidiaries with respect to liens, investments,

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distributions, mergers and acquisitions, dispositions of assets, transactions with affiliates and a fixed charges coverage ratio and total leverage ratio. As of March 31, 2021, the Company was in compliance with all of its covenants and had no outstanding borrowings under theDebt

Revolving Credit ~~Agreement.~~Agreement

The Company has other lines of credit totaling $94,170. As of June 30, 2021, the Company was in compliance with all of its covenants and had $9,787 outstanding at ~~March 31,~~June 30, 2021.

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 2015 Notes and 2016 Notes each have an aggregate principal amount of $350,000, comprised of four different series ranging from $50,000 to $100,000, with maturity dates ranging from August 20, 2025 through April 1, 2045, and interest rates ranging from 2.75% and 4.02%. Interest on the Notes is paid semi-annually. The Company’s total weighted average effective interest rate and remaining weighted average tenure of the Notes is 3.3% and ~~13.1~~12.9 years, respectively. The proceeds of the Notes were used for general corporate purposes. The Notes contain certain affirmative and negative covenants. As of ~~March 31,~~June 30, 2021, the Company was in compliance with all of its debt covenants relating to the Notes.

Shelf Agreements

On November 27, 2018, the Company entered into seven uncommitted master note facilities (the "Shelf Agreements") that allow borrowings up to $700,000 in the aggregate. The Shelf Agreements have a term of 5 years and the average life of borrowings cannot exceed 15 years. The Company is required to comply with covenants similar to those contained in the Notes. As of ~~March 31,~~June 30, 2021, the Company was in compliance with all of its covenants and had no outstanding borrowings under the Shelf Agreements.

Pensions

Forward-looking Statements

The Company’s expectations and beliefs concerning the future contained in this report are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements reflect management’s current expectations and involve a number of risks and uncertainties. Forward-looking statements generally can be identified by the use of words such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “forecast,” “guidance” or words of similar meaning. Actual results may differ materially from such statements due to a variety of

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factors that could adversely affect the Company’s operating results. The factors include, but are not limited to: general

~~Table of Contents~~

economic, financial and market conditions; the effectiveness of operating initiatives; completion of planned divestitures; interest rates; disruptions, uncertainty or volatility in the credit markets that may limit our access to capital; currency exchange rates and devaluations; adverse outcome of pending or potential litigation; actual costs of the Company’s rationalization plans; possible acquisitions, including the Company’s ability to successfully integrate acquisitions; market risks and price fluctuations related to the purchase of commodities and energy; global regulatory complexity; the effects of changes in tax law; tariff rates in the countries where the Company conducts business; and the possible effects of events beyond our control, such as political unrest, acts of terror, natural disasters and pandemics, including the COVID-19 ~~outbreak,~~pandemic, on the Company or its customers, suppliers and the economy in general. For additional discussion, see “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in the Company’s exposure to market risk since December 31, 2020. See “Item 7A. Quantitative and Qualitative Disclosures About Market Risk” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Company carried out an evaluation under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, the Company’s management, including the Chief Executive Officer and Chief Financial Officer, concluded that the Company’s disclosure controls and procedures were effective as of ~~March 31,~~June 30, 2021.

Changes in Internal Control Over Financial Reporting

There have been no changes in the Company’s internal control over financial reporting during the quarter ended ~~March 31,~~June 30, 2021 that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

As of ~~March 31,~~June 30, 2021, the Company was a co-defendant in cases alleging asbestos induced illness involving claims by approximately ~~2,775~~2,751 plaintiffs, which is a net ~~increase~~decrease of 624 claims from those previously reported. In each instance, the Company is one of a large number of defendants. The asbestos claimants seek compensatory and punitive damages, in most cases for unspecified sums. Since January 1, 1995, the Company has been a co-defendant in other similar cases that have been resolved as follows: ~~55,500~~55,528 of those claims were dismissed, 23 were tried to defense verdicts, 7 were tried to plaintiff verdicts (which were reversed or resolved after appeal), 1 was resolved by agreement for an immaterial amount and 1,008 were decided in favor of the Company following summary judgment motions.

ITEM 1A. RISK FACTORS

In addition to the other information set forth in this report, the reader should carefully consider the factors discussed in “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, which could materially affect the Company’s business, financial condition or future results. The reader should not interpret the disclosure of any risk factor to imply that the risk has not already materialized.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer purchases of its common shares during the ~~first~~second quarter of 2021 were as follows:


					Total Number of						Total Number of
					Shares	Maximum Number					Shares	Maximum Number
					Repurchased	of Shares that May					Repurchased	of Shares that May
	Total Number of				as Part of Publicly	Yet be Purchased	Total Number of				as Part of Publicly	Yet be Purchased
	Shares		Average Price		Announced Plans or	Under the Plans or	Shares		Average Price		Announced Plans or	Under the Plans or
Period	Repurchased		Paid Per Share		Programs	Programs ^{(2) (3)}	Repurchased		Paid Per Share		Programs	Programs ^{(2) (3)}
January 1 - 31, 2021	580	⁽¹⁾	$	114.41	—	11,453,193
February 1 - 28, 2021	67,747	⁽¹⁾		115.80	48,301	11,404,892
March 1 - 31, 2021	169,024	⁽¹⁾		121.57	159,509	11,245,383
April 1 - 30, 2021							67,780	⁽¹⁾	$	124.33	67,559	11,177,824
May 1 - 31, 2021							62,828	⁽¹⁾		130.54	61,298	11,116,526
June 1 - 30, 2021							66,856			128.63	66,856	11,049,670
Total	237,351			119.90	207,810		197,464			127.76	195,713

(1)

The above share repurchases include the surrender of the Company’s common shares in connection with the vesting of restricted awards.

(2)

On April 20, 2016, the Company announced that the Board of Directors authorized a new share repurchase program, which increased the total number of the Company’s common shares authorized to be repurchased to 55 million shares. Total shares purchased through the share repurchase programs were ~~53.8~~54.0 million shares at a total cost of $2.3 billion for a weighted average cost of ~~$42.83~~$43.14 per share through ~~March 31,~~June 30, 2021.

(3)

On February 12, 2020, the Company’s Board of Directors authorized a new share repurchase program for up to an additional 10 million shares of the Company’s common stock.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

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~~ITEM 5. OTHER INFORMATION~~

~~Amendment and Restatement of Credit Agreement~~

On April 23, 2021, the Company and certain of its domestic subsidiaries (collectively, with the Company, the “Borrowers”), amended and restated the Credit Agreement by entering into the Second Amended and Restated Credit Agreement with the lenders party thereto and KeyBank National Association, as letter of credit issuer and administrative agent (the “Amended and Restated Credit Agreement”). The Amended and Restated Credit Agreement increases the total commitment amount of the line of credit to $500 million (from $400 million), provides for a maturity of the line of credit of April 23, 2026 and provides that the $500 million line of credit may be increased, subject to certain conditions, by an additional principal amount of up to $150 million. Borrowings under the Amended and Restated Credit Agreement bear interest at LIBOR plus a margin ranging from 0.67% to 1.40% based on the Company’s consolidated net leverage ratio. The line of credit may be used for general corporate purposes, including the acquisition of other businesses.

The Amended and Restated 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. The Amended and Restated Credit Agreement requires the Borrowers to regularly provide certain financial information to the lenders thereunder and to maintain a minimum consolidated fixed charges coverage ratio and maximum consolidated net leverage ratio.

As of the date of the filing of this Quarterly Report on Form 10-Q, the Company was in compliance with all applicable financial covenants and other restrictions under the Amended and Restated Credit Agreement.

The foregoing is merely a summary of the terms and conditions of the Amended and Restated Credit Agreement and is not a complete discussion of the document. Accordingly, the foregoing is qualified in its entirety by reference to the full text of the Amended and Restated Credit Agreement attached to this Quarterly Report on Form 10-Q as Exhibit 10.4, which is incorporated herein by reference.

~~Table of Contents~~

~~Submission of Matters to a Vote of Security Holders.~~

The 2021 Annual Meeting of the shareholders of the Company was held on Thursday, April 22, 2021 as a virtual meeting and shareholders were able to participate in the 2021 Annual Meeting and vote via live webcast, and submit questions prior to the meeting. 53,132,098 shares, of the 59,659,764 shares that were outstanding and entitled to vote (89.05%), were represented in person or by proxy, constituting a quorum.

~~The final results of voting on each of the matters submitted for a vote of security holders at the 2021 Annual Meeting are as follows:~~

~~Proposal 1 - Shareholders elected twelve directors, each to hold office until the 2022 Annual Meeting of Shareholders and until their successors are duly elected and qualified, as set forth below.~~

Votes

Broker
Name

Votes For

Withheld

Non-Votes
Curtis E. Espeland

48,824,203

141,708

4,166,187
Patrick P. Goris

48,636,188

329,723

4,166,187
Stephen G. Hanks

48,349,000

616,911

4,166,187
Michael F. Hilton

48,633,905

332,006

4,166,187
G. Russell Lincoln

48,305,162

660,749

4,166,187
Kathryn Jo Lincoln

47,525,915

1,439,996

4,166,187
William E. MacDonald, III

48,340,431

625,480

4,166,187
Christopher L. Mapes

47,741,160

1,224,751

4,166,187
Phillip J. Mason

48,844,284

121,627

4,166,187
Ben P. Patel

48,633,466

332,445

4,166,187
Hellene S. Runtagh

48,476,674

489,237

4,166,187
Kellye L. Walker

48,641,736

324,175

4,166,187

~~Proposal 2 - Shareholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021, as set forth below.~~

Votes For

Votes Against

Abstentions
52,485,526

554,550

92,022

~~Proposal 3 - Shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers, as set forth below.~~

Votes For

Votes Against

Abstentions

Broker Non-Votes
46,076,948

1,130,381

1,758,582

4,166,187

~~Table of Contents~~

ITEM 6. EXHIBITS

(a)

Exhibits


10.1*		~~Form of Stock Option Agreement for Executive Officers (filed herewith).~~
10.2*10.4		~~Form of Restricted Stock Unit Agreement for Executive Officers (filed herewith).~~
10.3*		~~Form of Performance Share Award Agreement for Executive Officers (filed herewith).~~
10.4*		Second Amended and Restated Credit Agreement, dated as of April 23, 2021, by and among Lincoln Electric Holdings, Inc., The Lincoln Electric Company, Lincoln Electric International Holding Company, J.W. Harris Co., Inc., Lincoln Electric Automation, Inc., Lincoln Global, Inc., the Lenders and KeyBank National Association (filed ~~herewith)~~as exhibit 10.4 to Form 10-Q of the Lincoln Electric Holdings, Inc. filed on April 27, 2021, SEC File No. 0-1402, and incorporated herein by reference and made a part hereof).
31.1		Certification of the Chairman, President and Chief Executive Officer (Principal Executive Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.
31.2		Certification of the Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.
32.1		Certification of the Chairman, President and Chief Executive Officer (Principal Executive Officer) and Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
104		Cover page Interactive Data File (formatted as Inline XBRL and contained in the Exhibit 101 attachments)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		LINCOLN ELECTRIC HOLDINGS, INC.

		/s/ Gabriel Bruno
		Gabriel Bruno
		Executive Vice President, Chief Financial Officer and Treasurer
		(Principal Financial and Accounting Officer)
		~~April~~July 27, 2021

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	March 31, 2021
2021	$	9,132
2022		9,559
2023		7,596
2024		6,038
2025		3,253
After 2025		11,713
Total lease payments	$	47,291
Less: Imputed interest		5,464
Operating lease liabilities	$	41,827


		Votes	Broker
Name	Votes For	Withheld	Non-Votes
Curtis E. Espeland	48,824,203	141,708	4,166,187
Patrick P. Goris	48,636,188	329,723	4,166,187
Stephen G. Hanks	48,349,000	616,911	4,166,187
Michael F. Hilton	48,633,905	332,006	4,166,187
G. Russell Lincoln	48,305,162	660,749	4,166,187
Kathryn Jo Lincoln	47,525,915	1,439,996	4,166,187
William E. MacDonald, III	48,340,431	625,480	4,166,187
Christopher L. Mapes	47,741,160	1,224,751	4,166,187
Phillip J. Mason	48,844,284	121,627	4,166,187
Ben P. Patel	48,633,466	332,445	4,166,187
Hellene S. Runtagh	48,476,674	489,237	4,166,187
Kellye L. Walker	48,641,736	324,175	4,166,187


Votes For	Votes Against	Abstentions
52,485,526	554,550	92,022