Lincoln Electric Holdings, Inc. 11-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK REPURCHASE SAVINGS AND
SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
(Mark One)
|
|
|
þ |
|
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2007
OR
|
|
|
o |
|
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 0-1402
A. |
|
Full title of the plan and the address of the plan, if different from that of the issuer
named below: |
|
|
|
The Lincoln Electric Company
Employee Savings Plan |
|
B. |
|
Name of issuer of the securities held pursuant to the plan and the address of its principal
executive office: |
|
|
|
Lincoln Electric Holdings, Inc.
22801 St. Clair Avenue
Cleveland, Ohio 44117-1199 |
TABLE OF CONTENTS
Financial Statements and Schedule
The Lincoln Electric Company Employee Savings Plan
December 31, 2007 and 2006
Plan Sponsor and Administrator
The Lincoln Electric Company
Cleveland, Ohio 44117
(216) 481-8100
Employer Identification Number: 34-0359955
Report of Independent Registered Public Accounting Firm
Plan Administrator
The Lincoln Electric Company
Employee Savings Plan
We have audited the accompanying statements of net assets available for benefits of The Lincoln
Electric Company Employee Savings Plan as of December 31, 2007 and 2006, and the related statement
of changes in net assets available for benefits for the year ended December 31, 2007. These
financial statements are the responsibility of the Plans management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. We
were not engaged to perform an audit of the Plans internal control over financial reporting. Our
audits included consideration of internal control over financial reporting as a basis for designing
audit procedures that are appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the Plans internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in all material
respects, the net assets available for benefits of the Plan at December 31, 2007 and 2006, and the
changes in its net assets available for benefits for the year ended December 31, 2007, in
conformity with U.S. generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the financial statements taken
as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December
31, 2007, is presented for the purpose of additional analysis and is not a required part of the
financial statements but is supplementary information required by the Department of Labors Rules
and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. This supplemental schedule is the responsibility of the Plans management. The supplemental
schedule has been subjected to the auditing procedures applied in our audits of the financial
statements and, in our opinion, is fairly stated in all material respects in relation to the
financial statements taken as a whole.
/s/ Ernst & Young LLP
Cleveland, Ohio
June 25, 2008
2
The
Lincoln Electric Company
Employee Savings Plan
Statements of Net Assets Available for Benefits
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2007 |
|
|
2006 |
|
Assets |
|
|
|
|
|
|
|
|
Cash (non-interest bearing) |
|
$ |
|
|
|
$ |
82,120 |
|
Investments, at fair value |
|
|
264,621,489 |
|
|
|
228,615,943 |
|
Receivables: |
|
|
|
|
|
|
|
|
Participant
contributions receivable |
|
|
362,869 |
|
|
|
340,769 |
|
Employer contributions receivable |
|
|
427,000 |
|
|
|
390,314 |
|
Investment income receivable |
|
|
290,471 |
|
|
|
249,147 |
|
|
|
|
|
|
|
|
Total receivables |
|
|
1,080,340 |
|
|
|
980,230 |
|
|
|
|
|
|
|
|
Total assets |
|
|
265,701,829 |
|
|
|
229,678,293 |
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
Benefit claims payable |
|
|
381,205 |
|
|
|
239,243 |
|
Corrective distributions payable |
|
|
205,218 |
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
586,423 |
|
|
|
239,243 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets available for benefits
at fair value |
|
$ |
265,115,406 |
|
|
$ |
229,439,050 |
|
|
|
|
|
|
|
|
|
|
Adjustment from fair value to
contract value for
fully benefit responsive investment
contract |
|
|
253,319 |
|
|
|
216,463 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets available for benefits |
|
$ |
265,368,725 |
|
|
$ |
229,655,513 |
|
|
|
|
|
|
|
|
See notes to these financial statements.
3
The Lincoln Electric Company
Employee Savings Plan
Statement of Changes in Net Assets Available for Benefits
Year ended December 31, 2007
|
|
|
|
|
Additions |
|
|
|
|
Interest and dividends |
|
$ |
15,934,068 |
|
Contributions: |
|
|
|
|
Participants |
|
|
12,440,976 |
|
Employer |
|
|
7,169,418 |
|
Net appreciation in fair value of investments |
|
|
12,881,509 |
|
|
|
|
|
Total additions |
|
|
48,425,971 |
|
|
|
|
|
|
Deductions |
|
|
|
|
Participant withdrawals |
|
|
12,507,541 |
|
Corrective distributions |
|
|
205,218 |
|
|
|
|
|
Total deductions |
|
|
12,712,759 |
|
|
|
|
|
|
Net increase |
|
|
35,713,212 |
|
|
|
|
|
|
Net assets available for benefits at beginning of year |
|
|
229,655,513 |
|
|
|
|
|
Net assets available for benefits at end of year |
|
$ |
265,368,725 |
|
|
|
|
|
See notes to these financial statements.
4
The Lincoln Electric Company Employee Savings Plan
Notes to Financial Statements
December 31, 2007
1. Description of Plan
The following description of The Lincoln Electric Company Employee Savings Plan (as amended, the
Plan) provides only general information. Participants should refer to the Summary Plan Description
for a more complete description of the Plans provisions.
General
The Plan is a defined contribution plan covering certain employees of The Lincoln Electric Company
and certain related entities (the Company), as defined by the Plan. The Plan provides that
employees will be eligible for participation in the Plan following six months of full time
employment or 1,000 hours in any year of service with the Company. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
Contributions and Vesting
Participant Contributions
Each year, participants may make pre-tax contributions to the Plan of 1% or more (in whole
percentages) of their regular and/or bonus pay up to the maximum amount as set by the Internal
Revenue Service ($15,500 for 2007 and $15,000 for 2006). Participants are immediately vested in
their contributions plus actual earnings thereon. Participants have the right to direct Fidelity
Management Trust Company (the Trustee) to invest contributions in any one fund or in a combination
of funds in 1% increments.
The plan is subjected to certain non-discrimination standards under Section 401(k) of the Internal
Revenue Code. In order to comply with these standards, tests are performed to provide a limit on
the amount of benefits provided to highly compensated employees. Under the test, the average
salary deferrals of the highly compensated employees and non-highly compensated employees are
calculated and compared on an annual basis based on the plan year. Each employees deferral
percentage is the percentage of compensation that has been deferred, pre-tax, to the 401(k) plan.
The deferral percentages of the highly compensated employees and non-highly compensated employees
are then averaged to determine the actual deferral percentage of each group. To pass the test, the
actual deferral percentage of the highly compensated employees group may not exceed the actual
deferral percentage for the non-highly compensated employees group by 1.25 percent or 2 percentage
points. As a result, certain participants who are highly compensated employees may have a portion
of their contributions refunded to them after the end of the Plan year.
5
The Lincoln Electric Company Employee Savings Plan
Notes to Financial Statements (continued)
Company Match
The Company contributes 35% of the first 6% of compensation contributed by certain participants to
the Plan. Matching contributions are made monthly and are 100% vested after an employee has
attained three years of service. The Company match is discretionary and can be suspended or
terminated at any time. The amount of the Company match was $2,775,938 for 2007. Company match
contributions are invested in the same manner as participant contributions.
FSP Program
The Plan provides a Financial Security Program (FSP) feature to certain eligible participants who
made an irrevocable election to participate in the program and to all eligible participants who
were hired on or after November 1, 1997. Participants in the FSP program receive a Company
contribution to the Plan of 2% of their base pay, in which they become 100% vested after attaining
three years of service. In 2006, the Company amended the Plan to offer employees enhanced FSP
benefits (FSP Plus). This amendment was adopted in July 2006. Eligible employees hired on or after
January 1, 2006 will receive FSP Plus benefits under the Plan, but will not be eligible to
participate in the Companys defined benefit plan. Those eligible employees hired prior to January
1, 2006 either remained under the Companys existing retirement programs, which includes both
benefits under the Plan and the Companys defined benefit plan, or made an irrevocable election to
switch to the new program that provides the FSP Plus feature while earning a reduced benefit from
the Companys defined benefit plan. The Company began making contributions to the FSP Plus program
to eligible employees on July 16, 2006 as follows:
|
|
|
|
|
|
|
FSP Plus |
|
|
Company |
Years of |
|
Contribution |
Service |
|
(% of base pay) |
1
|
|
|
4 |
% |
5
|
|
|
5 |
% |
10
|
|
|
6 |
% |
15
|
|
|
7 |
% |
20
|
|
|
8 |
% |
25
|
|
|
10 |
% |
The amount of FSP and FSP Plus contributions were $4,393,480 in 2007. FSP and FSP Plus
contributions are invested in the same manner as participant contributions.
6
The Lincoln Electric Company Employee Savings Plan
Notes to Financial Statements (continued)
Participant Accounts
Each participants account is credited with the participants contributions and allocations of
(a) the Companys contributions and (b) Plan earnings. Allocations are based on participant
earnings or account balances, as defined. Forfeited balances of terminated participants nonvested
accounts are used to reduce future Company contributions to the Plan. Forfeited amounts were
$230,934 in 2007. The benefit to which a participant is entitled is the benefit that can be
provided from the participants account.
Participant Loans
Active participants may borrow from their fund accounts a minimum of $1,000 up to a maximum equal
to the lesser of $50,000 or 50% of their vested account balance, excluding FSP and FSP Plus
contributions. Loan terms range from one to five years, or up to 15 years for the purchase of a
primary residence. The loans are secured by the balance in the participants account and bear
interest at a rate computed as the prime rate in effect at the loan origination date plus 1%, as
determined by the Company. Principal and interest is paid ratably through payroll deductions.
Payment of Benefits
Participants may receive the value of their account in a single lump sum payment or in ten or fewer
annual installment payments following separation from the Company, whether by retirement,
disability or otherwise, except that if the full value of a participants account is $1,000 or
less, or if the participant dies and his/her account is payable to his/her beneficiary, such
account balance will be paid in a single lump sum payment. Participants who leave the Company may
withdraw their money at any time. Withdrawal must begin no later than April 1 of the calendar year
following the calendar year in which age 70-1/2 is attained or the calendar year in which the
participant is terminated. A participant or beneficiary may elect to receive the portion of their
distribution which is attributable to their interest in the Company Common Stock Fund in the form
of whole shares with any fractional shares paid in cash or all in cash.
Plan Termination
The Company has the right to amend, modify, suspend or terminate the Plan subject to the provisions
of ERISA at any time. Upon termination of the Plan, the rights to benefits accrued by participants
or their beneficiaries, to the extent that such benefits are funded or credited to participants
accounts, shall be nonforfeitable. No amendment, modification, suspension or termination of the
Plan shall have the effect of providing that any amounts then held under the Plan may be used or
diverted to any purpose other than for the exclusive benefit of the participants or their
beneficiaries.
7
The Lincoln Electric Company Employee Savings Plan
Notes to Financial Statements (continued)
2. Summary of Significant Accounting Policies
Basis of Accounting
The financial statements of the Plan are prepared under the accrual method of accounting in
accordance with U.S. generally accepted accounting principles.
Investment Valuation and Income Recognition
The Plans investments are stated at fair value which equals the quoted market price on the last
business day of the plan year. The units of registered investment companies are valued at quoted
market prices, which represent the net asset values of units held by the Plan at year-end. The
Common Shares of the Company are valued at the last reported sales price on the last business day
of the plan year. The common/collective trust debt securities are valued at their most recent bid
prices (sales prices if the principal market is an exchange) in the principal market in which such
securities are normally traded or securities are valued on the basis of information provided by a
pricing service. The participant loans are valued at their balances outstanding, which approximate
fair value.
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded
on the accrual basis. Dividends are recorded on the ex-dividend date.
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting
principles requires management to make estimates that affect amounts reported in the financial
statements and accompanying notes. Actual results could differ from those estimates.
Administrative Expenses
All costs and expenses incurred in connection with the administration of the Plan and trust were
paid by the Company in 2007.
Reclassification
Certain prior year amounts have been reclassified to conform to current year presentation.
8
The Lincoln Electric Company Employee Savings Plan
Notes to Financial Statements (continued)
3. Investments
During 2007, the Plans investments (including investments purchased, sold, as well as held during
the year) appreciated in fair value as determined by quoted market prices as follows:
|
|
|
|
|
|
|
Net Realized and |
|
|
|
Unrealized |
|
|
|
Appreciation in |
|
|
|
Fair Value of |
|
|
|
Investments |
|
Units of registered investment companies |
|
$ |
1,347,812 |
|
Lincoln Electric Holdings, Inc. Common Shares |
|
|
11,533,697 |
|
|
|
|
|
|
|
$ |
12,881,509 |
|
|
|
|
|
Investments that represent 5% or more of the fair value of the Plans net assets available for
benefits at December 31, 2007 and 2006 are as follows:
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
2006 |
Lincoln Electric Holdings, Inc. Common Shares |
|
$ |
78,913,707 |
|
|
$ |
64,752,356 |
|
Fidelity Diversified International Fund |
|
|
26,959,831 |
|
|
|
23,095,064 |
|
Dodge & Cox Balanced Fund |
|
|
23,527,642 |
|
|
|
23,587,541 |
|
Fidelity Managed Income Portfolio |
|
|
21,888,713 |
|
|
|
21,753,573 |
|
Fidelity Blue Chip Growth Fund |
|
|
19,939,745 |
|
|
|
18,355,699 |
|
Spartan US Equity Index Fund |
|
|
16,154,296 |
|
|
|
15,451,667 |
|
Neuberger Berman Genesis Trust Fund |
|
|
13,459,412 |
|
|
|
10,296,417 |
* |
Artisan Mid Cap Fund |
|
|
13,617,477 |
|
|
|
10,767,551 |
* |
American EuroPacific Growth Fund |
|
|
13,345,585 |
|
|
|
10,580,099 |
* |
9
The Lincoln Electric Company Employee Savings Plan
Notes to Financial Statements (continued)
4. Income Tax Status
The Plan received a determination letter from the Internal Revenue Service dated October 1, 2003,
stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (IRC) and,
therefore, the related trust is exempt from taxation. Subsequent to this determination by the
Internal Revenue Service, the Plan was amended. Once qualified, the Plan is required to operate in
conformity with the IRC to maintain its qualification. The Plan Administrator believes the Plan is
being operated in compliance with the applicable requirements of the IRC and, therefore, believes
that the Plan, as amended, is qualified and the related trust is tax exempt.
5. Transactions with Parties-in-Interest
Party-in-interest transactions include the investment in the proprietary funds of the Trustee and
the payment of administrative expenses by the Company. Such transactions are exempt from being
prohibited transactions.
At December 31, 2007, the Plan held 1,108,650 Common Shares of Lincoln Electric Holdings, Inc., the
Plan Sponsor, with a market value of $78,913,707. For the year ended December 31, 2007, the Plan
received dividends on Lincoln Electric Holdings, Inc. Common Shares of $887,859. At December 31,
2006, the Plan held 1,071,704 Common Shares of Lincoln Electric Holdings, Inc., the Plan Sponsor,
with a market value of $64,752,356.
6. Difference between Financial Statements and Form 5500
The following is a reconciliation of net assets available for benefits per the financial statements
to the Form 5500:
|
|
|
|
|
|
|
December 31, 2007 |
|
Net assets available for benefits per financial statements |
|
$ |
265,368,725 |
|
Less: Deemed distribution of loans with
no post-default payments |
|
|
(62,917 |
) |
Less: Adjustment from contract value to fair value for fully benefit responsive investment contract |
|
|
(253,319 |
) |
|
|
|
|
Net assets available for benefits per Form 5500 |
|
$ |
265,052,489 |
|
|
|
|
|
The deemed distributions of participant loans with no post-default payments are loans that are in
default by participants of the Plan. While the U.S. Department of Labor does not recognize these
loans as assets for regulatory reporting, they are included as assets (i.e., loans) in the
financial statements of the Plan as these loans are collateralized by participant funds.
The fully
benefit responsive contract was adjusted from fair value to contract
value for purposes of the financial statements. For purposes of the
Form 5500, the investment contract will be stated at fair value.
10
The Lincoln Electric Company Employee Savings Plan
Notes to Financial Statements (continued)
7. Risks and Uncertainties
The Plan invests in various investment securities. Investment securities are exposed to various
risks such as interest rate, market and credit risks. Due to the level of risk associated with
certain investment securities, it is at least reasonably possible that changes in the values of
investment securities will occur in the near term and that such changes could materially affect
participants account balances and the amounts reported in the statements of net assets available
for benefits.
The Plans investments in the Companys stock are exposed to market risk in the event of a
significant decline in the value of Lincoln Electric Holdings, Inc. Common Shares. Participants
assume all risk in connection with any decrease in the market price of any investment.
8. New Accounting Pronouncements
In September 2006, the FASB issued SFAS 157 Fair Value Measurements. SFAS 157 defines fair
value, establishes a framework for measuring fair value in generally accepted accounting
principles, and expands disclosures about fair value measurements. SFAS 157 does not require any
new fair value measurements. In February 2008, the FASB amended SFAS 157 to exclude SFAS 13,
Accounting for Leases. In addition, the FASB delayed the effective date of SFAS 157 for
non-financial assets and liabilities to fiscal years beginning after November 15, 2008. The Plan
adopted the provisions of SFAS 157 related to its financial assets and liabilities on January 1,
2008.
In December 2005, the FASB issued FASB Staff Position AAG Inv-1 and SOP 94-4-1, Reporting of Fully
Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA
Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans (the FSP)
which (a) describes the limited circumstances in which the net assets of an investment company
(also referred to hereinafter as a fund) shall reflect the contract value (which generally equals
the principal balance plus accrued interest) of certain investments that it holds and (b) provides
a definition of a fully benefit-responsive investment contract. This FSP also provides guidance
with respect to the financial statement presentation and disclosure of fully benefit-responsive
investment contracts. The FSP became effective for financial statements for annual periods after
December 31, 2006 and was adopted by the Plan.
11
The
Lincoln Electric Company
Employee Savings Plan
EIN:
34-0359955 Plan Number: 005
Form 5500, Schedule H, Line 4iSchedule of Assets
(Held at End of Year)
December 31, 2007
|
|
|
|
|
|
|
|
|
Description of |
|
|
|
|
|
Investment Including |
|
|
|
|
|
Maturity Date, Rate of |
|
|
|
|
|
Interest, Collateral, |
|
|
|
Identity of Issue, Borrower, Lessor, or Similar Party |
|
Par or Maturity Value |
|
Current Value |
|
Cash, interest bearing
|
|
|
|
$ |
3,129,918 |
|
|
Common/Collective Trust: |
|
|
|
|
|
|
Fidelity Managed Income Portfolio*
|
|
21,888,713 units
|
|
|
21,888,713 |
|
|
Units of registered investment companies: |
|
|
|
|
|
|
Fidelity Diversified International Fund*
|
|
675,685 units
|
|
|
26,959,831 |
|
Dodge & Cox Balanced Fund
|
|
290,465 units
|
|
|
23,527,642 |
|
Fidelity Blue Chip Growth Fund*
|
|
452,559 units
|
|
|
19,939,745 |
|
Spartan US Equity Index Fund
|
|
311,258 units
|
|
|
16,154,296 |
|
Artisan Mid Cap Fund
|
|
440,125 units
|
|
|
13,617,477 |
|
Neuberger Berman Genesis Trust Fund
|
|
273,121 units
|
|
|
13,459,412 |
|
American EuroPacific Growth Fund
|
|
262,347 units
|
|
|
13,345,585 |
|
Janus Mid Cap Value Fund
|
|
375,755 units
|
|
|
8,428,181 |
|
American Washington Mutual Fund
|
|
221,046 units
|
|
|
7,433,774 |
|
PIMCO Total Return Inst Fund
|
|
669,915 units
|
|
|
7,161,394 |
|
Vanguard Target Retirement 2010 Fund
|
|
30,033 units
|
|
|
692,563 |
|
Vanguard Target Retirement 2025 Fund
|
|
48,924 units
|
|
|
671,233 |
|
Vanguard Target Retirement 2030 Fund
|
|
20,396 units
|
|
|
486,646 |
|
Vanguard Target Retirement 2020 Fund
|
|
17,889 units
|
|
|
419,860 |
|
Vanguard Target Retirement 2015 Fund
|
|
28,414 units
|
|
|
371,085 |
|
Vanguard Target Retirement 2045 Fund
|
|
20,493 units
|
|
|
309,244 |
|
Vanguard Target Retirement 2035 Fund
|
|
20,022 units
|
|
|
292,724 |
|
Vanguard Target Retirement 2040 Fund
|
|
10,075 units
|
|
|
239,477 |
|
Vanguard Target Retirement Income Fund
|
|
13,637 units
|
|
|
151,784 |
|
Vanguard Target Retirement 2050 Fund
|
|
5,060 units
|
|
|
120,737 |
|
|
|
|
|
|
|
|
|
|
|
|
153,782,690 |
|
Common stock: |
|
|
|
|
|
|
Lincoln Electric Holdings, Inc.*
|
|
1,108,650 Common Shares
|
|
|
78,913,707 |
|
|
|
|
|
|
|
|
Participant loans*
|
|
Loans maturing at various
dates
through January 10, 2023 and
bearing interest at rates
ranging from 4.25% to 10.5%
|
|
|
7,096,863 |
|
|
|
|
|
|
|
|
|
|
|
$ |
264,811,891 |
|
|
|
|
|
|
|
|
|
|
* |
|
Indicates party-in-interest to the Plan. |
12
Exhibits
|
|
|
Exhibit No. |
|
Description |
|
|
|
23
|
|
Consent of Independent Registered Public Accounting Firm |
13
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons
who administer the employee benefit plan) have duly caused this annual report to be signed on its
behalf by the undersigned hereunto duly authorized.
|
|
|
|
|
|
|
|
|
|
|
The Lincoln Electric Company
Employee Savings Plan |
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
The Lincoln Electric Company, |
|
|
|
|
|
|
Plan Administrator |
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/S/ Vincent K. Petrella
Vincent K. Petrella
|
|
|
|
|
|
|
Senior Vice President, |
|
|
|
|
|
|
Chief Financial Officer and Treasurer |
|
|
|
|
|
|
|
|
|
|
|
|
|
Date: June 30, 2008 |
|
|
14