United States securities and exchange commission logo
September 22, 2022
Gabriel Bruno
Chief Financial Officer
Lincoln Electric Holdings Inc.
22801 St. Clair Avenue
Cleveland, Ohio 44117
Re: Lincoln Electric
Holdings Inc.
Form 10-K for the
Fiscal Year ended December 31, 2021
Filed February 18,
2022
File No. 000-01402
Dear Mr. Bruno:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year ended December 31, 2021
Management's Discussion and Analysis of Financial Condition and Results
of Operations
Non-GAAP Financial Measures, page 22
1. We note that you
identify Return on Invested Capital ("ROIC") as a key financial measure
on page 18 and a
non-GAAP measure on pages 22 and 26. You explain that "ROIC is
defined as rolling 12
months of Adjusted net income excluding tax-effected interest
income and expense
divided by invested capital."
However, you have not
provided the disclosures required by Item 10(e) of Regulation S-
K, pertaining to this
measure, such as the most directly comparable GAAP based measure
or a reconciliation
from that measure to your non-GAAP measure. Please submit the
revisions that you
proposed to comply with the aforementioned guidance.
Gabriel Bruno
Lincoln Electric Holdings Inc.
September 22, 2022
Page 2
Financial Statements
Note 4 - Acquisitions, page F-16
2. We note that you report several business acquisitions although have
not provided all of the
information required by FASB ASC 805-10-50, to enable users of your
financial
statements to evaluate the nature and financial effects of these
transactions.
However, you report $156.1 million paid for acquisitions during 2021
on page F-8, which
represented 42.8% of operating cash flows, and disclose that
acquisitions during 2021
accounted for 15.2% and 24.3% of the change in revenues for your
International Welding
and Harris Products Group reportable operating segments on page 20.
Please expand your disclosures to more thoroughly describe each
acquisition, including
specification of the amount and form of consideration, also the
acquisition date,
percentage of interests acquired, and manner of accounting applied.
Also disclose the amounts recognized in accounting for these
transactions, including
acquisition-related costs, the line items in which those amounts are
recognized, as well as
the amounts of revenues and earnings of the acquirees since the
acquisition date in the
reporting period, and related pro forma information as if the
transactions had occurred as
of the beginning of the comparable prior annual reporting period.
As it appears that you have not reported non-cash investing and
financing activities
pursuant to FASB ASC 230-10-50-3, please clarify whether there were no
such activities
or whether you concluded that disclosure was not required due to an
assessment of
materiality, in which case also provide us with details of the
amounts, related transactions,
and the analyses underlying your view on materiality.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact John Cannarella, Staff Accountant, at (202) 551-3337 or
Karl Hiller,
Branch Chief, at (202) 551-3686 with any questions.
FirstName LastNameGabriel Bruno Sincerely,
Comapany NameLincoln Electric Holdings Inc.
Division of
Corporation Finance
September 22, 2022 Page 2 Office of Energy
& Transportation
FirstName LastName