Table of Contents
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 June 30, 2026
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____________ to _____________
Commission File Number: 0-1402
LINCOLN ELECTRIC HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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).
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 June 30, 2026 was 54,505,757.
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
3
Item 1. Financial Statements
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
4
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
5
CONSOLIDATED STATEMENTS OF EQUITY (UNAUDITED)
6
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
8
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
9
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
24
Item 3. Quantitative and Qualitative Disclosures About Market Risk
35
Item 4. Controls and Procedures
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Item 1A. Risk Factors
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
36
Item 4. Mine Safety Disclosures
Item 5. Other Information
Item 6. Exhibits
37
Signatures
38
2
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
(In thousands, except per share amounts)
Three Months Ended
Six Months Ended
June 30,
2026
2025
Net sales (Note 2)
$
1,219,663
1,088,673
2,341,097
2,093,061
Cost of goods sold
770,667
683,126
1,492,969
1,322,066
Gross profit
448,996
405,547
848,128
770,995
Selling, general & administrative expenses
224,871
210,861
435,682
407,526
Rationalization and asset impairment net charges (Note 6)
3,481
2,542
5,644
6,407
Operating income
220,644
192,144
406,802
357,062
Interest expense, net
12,521
12,619
25,895
24,746
Other (expense) income
(241)
4,034
329
4,478
Income before income taxes
207,882
183,559
381,236
336,794
Income taxes (Note 11)
49,363
40,163
86,335
74,911
Net income
158,519
143,396
294,901
261,883
Basic earnings per share (Note 3)
2.90
2.58
5.39
4.69
Diluted earnings per share (Note 3)
2.88
2.56
5.34
4.66
Cash dividends declared per share
0.79
0.75
1.58
1.50
See notes to these consolidated financial statements.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
Three Months Ended June 30,
Six Months Ended June 30,
Other comprehensive (loss) income, net of tax:
Unrealized (loss) gain on derivatives designated and qualifying as cash flow hedges
(176)
173
(1,499)
1,002
Defined benefit pension plan activity
13
(37)
(43)
(1,322)
Currency translation adjustment
436
60,119
(6,023)
89,798
Other comprehensive income (loss):
273
60,255
(7,565)
89,478
Comprehensive income
158,792
203,651
287,336
351,361
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
June 30, 2026
December 31, 2025
(NOTE 1)
ASSETS
Current Assets
Cash and cash equivalents
242,443
308,789
Accounts receivable (less allowance for doubtful accounts of $10,510 in 2026; $11,326 in 2025)
586,348
538,791
Inventories (Note 8)
690,543
633,364
Other current assets
241,216
258,568
Total Current Assets
1,760,550
1,739,512
Property, plant and equipment (less accumulated depreciation of $965,937 in 2026; $942,806 in 2025)
731,762
702,762
Goodwill
885,232
886,686
Other assets
435,766
448,617
TOTAL ASSETS
3,813,310
3,777,577
LIABILITIES AND EQUITY
Current Liabilities
Short-term debt (Note 10)
—
143,780
Trade accounts payable
447,437
364,934
Accrued employee compensation and benefits
156,479
116,158
Other current liabilities
284,167
331,819
Total Current Liabilities
888,083
956,691
Long-term debt, less current portion (Note 10)
1,150,054
1,150,228
Other liabilities
220,993
200,864
Total Liabilities
2,259,130
2,307,783
Shareholders' Equity
Common shares, without par value - at stated capital amount; authorized 240,000,000 shares; issued 98,581,434 shares in 2026 and 2025; outstanding 54,505,757 shares in 2026 and 54,845,950 in 2025
9,858
Additional paid-in capital
617,879
601,566
Retained earnings
4,548,978
4,342,080
Accumulated other comprehensive loss
(213,496)
(205,931)
Treasury shares, at cost - 44,075,677 shares in 2026 and 43,735,484 shares in 2025
(3,409,039)
(3,277,779)
Total Equity
1,554,180
1,469,794
TOTAL LIABILITIES AND TOTAL EQUITY
CONSOLIDATED STATEMENTS OF EQUITY
Accumulated
Common
Additional
Other
Shares
Paid-In
Retained
Comprehensive
Treasury
Outstanding
Capital
Earnings
Income (Loss)
Total
Balance at December 31, 2025
54,846
136,382
Defined benefit pension plan activity, net of tax
(56)
Unrealized loss on derivatives designated and qualifying as cash flow hedges, net of tax
(1,323)
Currency translation adjustment, net of tax
(6,459)
Cash dividends declared – $0.79 per share
(43,408)
Stock-based compensation activity
151
16,670
1,469
18,139
Purchase of shares for treasury
(210)
(56,670)
(5,845)
706
(5,139)
Balance at March 31, 2026
54,787
612,391
4,435,760
(213,769)
(3,332,980)
1,511,260
(43,591)
4,812
62
4,874
(287)
(76,121)
676
(1,710)
(1,034)
Balance at June 30, 2026
54,506
Balance at December 31, 2024
56,211
566,740
3,993,016
(300,135)
(2,942,046)
1,327,433
118,487
(1,285)
Unrealized gain on derivatives designated and qualifying as cash flow hedges, net of tax
829
29,679
Cash dividends declared – $0.75 per share
(42,073)
157
13,105
1,501
14,606
(542)
(106,694)
1,405
(2,217)
(812)
Balance at March 31, 2025
55,826
581,250
4,067,213
(270,912)
(3,047,239)
1,340,170
(41,080)
3,985
80
4,065
(648)
(127,130)
999
(1,062)
(63)
Balance at June 30, 2025
55,186
586,234
4,168,467
(210,657)
(3,174,289)
1,379,613
7
CONSOLIDATED STATEMENTS OF CASH FLOWS
CASH FLOWS FROM OPERATING ACTIVITIES
Adjustments to reconcile Net income to Net cash provided by operating activities:
Depreciation and amortization
51,978
48,246
Deferred income taxes
18,492
(26,342)
Stock-based compensation
14,455
12,277
Other, net
(1,736)
(179)
Changes in operating assets and liabilities, net of effects from acquisitions:
Increase in accounts receivable
(48,609)
(52,208)
Increase in inventories
(60,153)
(47,648)
Decrease (increase) in other current assets
18,149
(3,408)
Increase in trade accounts payable
83,216
68,092
(Decrease) increase in other current liabilities
(11,288)
68,579
Net change in other assets and liabilities
(3,471)
229
NET CASH PROVIDED BY OPERATING ACTIVITIES
355,934
329,521
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures
(70,600)
(52,392)
Acquisition of businesses, net of cash acquired
140
(32,309)
Proceeds from sale of property, plant and equipment
1,256
5,231
NET CASH USED BY INVESTING ACTIVITIES
(69,204)
(79,470)
CASH FLOWS FROM FINANCING ACTIVITIES
Payments on short-term borrowings, net
(143,889)
(5,206)
Payments on long-term borrowings
(169)
Proceeds from exercise of stock options
8,559
6,394
(132,792)
(233,824)
Cash dividends paid to shareholders
(87,466)
(84,904)
NET CASH USED BY FINANCING ACTIVITIES
(355,588)
(317,709)
Effect of exchange rate changes on Cash and cash equivalents
2,512
(10,123)
DECREASE IN CASH AND CASH EQUIVALENTS
(66,346)
(77,781)
Cash and cash equivalents at beginning of period
377,262
CASH AND CASH EQUIVALENTS AT END OF PERIOD
299,481
Dollars in thousands, except per share amounts
NOTE 1 — SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The consolidated financial statements include the accounts of Lincoln Electric Holdings, Inc. and its wholly-owned and majority-owned subsidiaries for which it has a controlling interest (the “Company”) after elimination of all inter-company accounts, transactions and profits.
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 six months ended June 30, 2026 are not necessarily indicative of the results to be expected for the year ending December 31, 2026.
The accompanying Condensed Consolidated Balance Sheet at December 31, 2025 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, 2025.
Certain reclassifications have been made to the prior period amounts to conform to the current period presentation, none of which are material.
New Accounting Pronouncements:
This section provides a description of new accounting pronouncements (“Accounting Standards Updates” or “ASUs”) issued by the Financial Accounting Standards Board (“FASB”) that are applicable to the Company.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The Company is currently evaluating the impact on its financial statements of the following ASUs:
Standard
Description
ASU No. 2025-09, Derivatives and Hedging, issued November 2025
Updates hedge accounting guidance to better align financial reporting with risk management activities. The amendments are effective for annual periods beginning after December 15, 2026 and interim periods within those annual reporting periods. Early adoption is permitted.
ASU No. 2025-06, Goodwill and Other – Internal-Use Software, issued September 2025
Updates requirements for capitalization of internal-use software costs. The amendments are effective for annual periods beginning after December 15, 2027 and interim periods within those annual reporting periods. Early adoption is permitted.
ASU No. 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures, issued November 2024
Requires enhanced disclosures of specified information about certain costs and expenses. The amendments are effective for annual periods beginning January 1, 2027, and interim periods beginning January 1, 2028. Early adoption is prohibited.
NOTE 2 — REVENUE RECOGNITION
The following table presents the Company’s Net sales disaggregated by product line:
Consumables
688,009
594,646
1,324,018
1,115,249
Equipment
302,581
277,611
577,738
546,118
Automation
229,073
216,416
439,341
431,694
Net sales
Consumable sales consist of welding, brazing and soldering filler metals. Equipment sales consist of arc welding equipment, laser, plasma and oxyfuel cutting systems, wire feeding systems, fume control equipment, welding accessories, specialty gas regulators, mobile power equipment, wear solutions, software and education solutions. Automation sales consist of a comprehensive portfolio of solutions for joining, cutting, material handling, module assembly, and end of line testing. Consumable and Equipment products are sold within each of the Company’s operating segments. Automation products are sold within the Company’s Americas Welding and International Welding operating segments.
Within the Automation 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. Approximately 10% of the Company’s consolidated Net sales are recognized over time.
At June 30, 2026, the Company recorded $41,105 related to advance customer payments and $41,855 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, 2025, the balances related to advance customer payments and billings in excess of revenue recognized were $49,451 and $62,778, 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.
10
At June 30, 2026 and December 31, 2025, the Company recorded $77,035 and $78,211, 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:
Numerator:
Denominator (shares in 000's):
Basic weighted average shares outstanding
54,662
55,545
54,742
55,801
Effect of dilutive securities - Stock options and awards
440
423
464
441
Diluted weighted average shares outstanding
55,102
55,968
55,206
56,242
Basic earnings per share
Diluted earnings per share
For the three months ended June 30, 2026 and 2025, common shares subject to equity-based awards of 37,641 and 27,376, respectively, were excluded from the computation of diluted earnings per share because the effect of their exercise would be anti-dilutive. For the six months ended June 30, 2026 and 2025, common shares subject to equity-based awards of 50,156 and 33,692, respectively, were excluded from the computation of diluted earnings per share because the effect of their exercise would be anti-dilutive.
NOTE 4 — ACQUISITIONS
The acquired company discussed below is accounted for as a business combination and is included in the consolidated financial statements as of the date of acquisition. The acquired company is not material to the actual or pro forma Consolidated Statements of Income or Consolidated Statements of Cash Flows; as such, pro forma information related to this acquisition has not been presented.
On April 1, 2025, the Company acquired a 35% ownership interest in Alloy Steel Australia (Int) Pty Ltd. (“Alloy Steel”), a privately held manufacturer of maintenance and repair solutions headquartered in Perth, Australia. On August 1, 2025, the Company acquired the remaining 65% ownership interest in Alloy Steel. In total, the Company acquired 100% ownership of Alloy Steel for a total purchase price of $131,154, net of cash acquired and certain debt-like items. Alloy Steel supplies proprietary technology, engineering services and digital monitoring to the mining sector.
The Company recognized acquisition costs of $356 during the six months ended June 30, 2026, and $429 and $1,231 during the three and six months ended June 30, 2025, respectively. Acquisition costs are included in Selling, general & administrative expenses on the Consolidated Statements of Income and are expensed as incurred.
NOTE 5 — SEGMENT INFORMATION
The Company is a high-performance industrial machinery and technology leader who helps customers manufacture and maintain vital equipment and infrastructure. The Company’s innovative solutions enable higher quality and productivity across a variety of processes including welding, cutting, brazing, machining, process automation, and field repair.
The Company’s products include arc welding equipment, filler metals (welding, brazing and soldering consumables), cutting systems (laser, plasma and oxyfuel), wire feeding systems, fume control equipment, welding accessories,
11
specialty gas regulators, mobile power equipment, wear solutions, software, and education solutions; as well as a comprehensive portfolio of automated solutions and system integration services for joining, cutting, material handling, module assembly, and end of line testing. Services include additive manufacturing, precision fabrication, wear services, upfitting, and training.
The Company has aligned its organizational and leadership structure into three operating segments to support growth strategies and enhance the utilization of the Company’s worldwide resources and global sourcing initiatives. The operating segments consist of Americas Welding, International Welding and The Harris Products Group. The Americas Welding segment includes welding operations in North and South America. The International Welding segment includes welding operations in Europe, Africa, Asia and Australia. The Harris Products Group includes the Company’s global cutting, soldering and brazing businesses, specialty gas equipment, as well as 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. Adjusted EBIT is defined as Operating income plus Other income (expense), 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 Company’s chief operating decision maker (“CODM”) is the Chief Executive Officer. The CODM uses segment Adjusted EBIT to allocate resources for each segment predominantly in establishing the Company’s long-term strategy and in developing the annual budget. The CODM considers actual performance using Adjusted EBIT when making decisions about allocating capital and resources to the segments.
12
The following tables present Adjusted EBIT by segment and other segment information:
The Harris
Americas
International
Products
Welding
Group
Three Months Ended June 30, 2026
774,438
243,292
201,933
Inter-segment sales
28,904
7,564
4,972
41,440
803,342
250,856
206,905
1,261,103
Reconciliation to Consolidated Net sales
Elimination of inter-segment sales
(41,440)
486,477
175,789
148,938
Other segment expenses (1) (3)
159,782
50,754
15,901
Addback: Special items charge (1)
(1,012)
(2,282)
(187)
Segment Adjusted EBIT
158,095
26,595
42,253
226,943
Other Segment Information
(21,958)
(6,370)
(3,109)
(31,437)
17,868
6,671
2,590
27,129
Three Months Ended June 30, 2025
696,730
232,824
159,119
43,391
7,641
5,110
56,142
740,121
240,465
164,229
1,144,815
(56,142)
449,197
170,287
117,975
Other segment expenses (2) (3)
153,914
41,179
14,456
Addback: Special items charge (2)
(905)
(1,551)
(86)
137,915
30,550
31,884
200,349
(19,972)
(4,609)
(862)
(25,443)
17,139
5,485
2,598
25,222
Six Months Ended June 30, 2026
1,480,663
470,327
390,107
65,613
13,371
9,636
88,620
1,546,276
483,698
399,743
2,429,717
(88,620)
951,367
342,873
286,538
310,931
95,622
30,148
(1,585)
(4,054)
(5)
285,563
49,257
83,062
417,882
(48,941)
(15,685)
(5,974)
35,642
13,353
5,239
54,234
Six Months Ended June 30, 2025
1,349,837
451,885
291,339
73,763
14,473
9,094
97,330
1,423,600
466,358
300,433
2,190,391
(97,330)
866,897
333,729
215,948
297,630
82,030
28,536
(3,040)
(2,963)
(264)
262,113
53,562
56,213
371,888
(41,738)
(8,216)
(2,438)
33,253
10,863
5,261
49,377
14
The following table presents reconciliations of segment information to the Company’s consolidated totals:
Reconciliation of Segment Adjusted EBIT to Consolidated Income before income taxes
Addback: Segment special items charge
(3,481)
(2,542)
(5,644)
(6,267)
Corporate special items charge (1)
(15)
(429)
(668)
(1,231)
Elimination of inter-segment profit
(903)
(1,809)
(811)
(2,822)
Unallocated corporate expenses, net
(2,141)
609
(3,628)
(28)
Interest income
1,802
1,662
3,187
3,917
Interest expense
(14,323)
(14,281)
(29,082)
(28,663)
Consolidated Income before income taxes
Reconciliation of Other Segment Information to Consolidated Information
Segment totals
Adjustments
Consolidated totals
(1,160)
(760)
(2,256)
(1,131)
25,969
24,462
(1) Corporate special items primarily include transaction costs.
Reconciliation of Segment Assets to Consolidated Assets
Americas Welding
2,536,957
2,464,376
International Welding
1,165,674
1,244,117
The Harris Products Group
475,648
431,259
Total Segment Assets
4,178,279
4,139,752
Corporate Assets
41,871
41,033
LIFO reserve not allocated to segments
(143,613)
(138,589)
Eliminations
(263,227)
(264,619)
Total Consolidated Assets
NOTE 6 — RATIONALIZATION AND ASSET IMPAIRMENTS
The Company has rationalization plans within all three of its reportable segments. The plans impacted headcount and included the consolidation of manufacturing facilities to better align with the cost structure, economic conditions and operating needs of the business.
The following table presents Rationalization and asset impairment net charges by segment:
1,585
3,040
4,054
3,103
264
At June 30, 2026 and December 31, 2025, rationalization liabilities of $3,533 and $7,085, respectively, were recognized in Other current liabilities in the Company’s Condensed Consolidated Balance Sheet. The Company does not anticipate significant additional charges related to the completion of these plans.
15
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 six months ended June 30, 2026:
The Harris Products
Consolidated
944
5,713
428
7,085
Payments and other adjustments
(1,842)
(6,932)
(422)
(9,196)
Charged to expense
687
2,835
3,533
NOTE 7 – ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) ("AOCI")
The following tables set forth the total changes in AOCI by component, net of taxes:
Unrealized gain
(loss) on derivatives
designated and
Defined benefit
Currency
qualifying as cash
pension plan
translation
flow hedges
activity
adjustment
16,364
(1,118)
(229,015)
Other comprehensive income before reclassification
1,309
1,745
Amounts reclassified from AOCI
(1,485)
(1,472)
Net current-period other comprehensive (loss) income
16,188
(1,105)
(228,579)
18,084
(2,333)
(286,663)
957
61,076
(784)
(821)
Net current-period other comprehensive income (loss)
18,257
(2,370)
(226,544)
16
17,687
(222,556)
Other comprehensive income (loss) before reclassification
2,388
(3,635)
(3,887)
(3,930)
Net current-period other comprehensive loss
17,255
(1,048)
(316,342)
2,105
91,903
(1,103)
(2,425)
NOTE 8 — INVENTORIES
Inventories in the Condensed Consolidated Balance Sheets are comprised of the following components:
Raw materials
145,890
164,440
Work-in-process
163,380
124,351
Finished goods
381,273
344,573
At both June 30, 2026 and December 31, 2025, approximately 38% of total inventories were valued using the last-in, first-out ("LIFO") method. The excess of current cost over LIFO cost was $143,613 and $138,589 at June 30, 2026 and December 31, 2025, respectively.
17
NOTE 9 — 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
Right-of-use assets
51,719
52,989
Current liabilities
14,212
13,460
Noncurrent liabilities
37,852
40,061
Total lease liabilities
52,064
53,521
The total future minimum lease payments for noncancelable operating leases were as follows:
9,544
2027
14,273
2028
12,229
2029
8,134
2030
4,063
After 2030
10,697
Total lease payments
58,940
Less: Imputed interest
6,876
Operating lease liabilities
As of June 30, 2026 the weighted average remaining lease term is 5.7 years and the weighted average discount rate used to determine the operating lease liability is 3.8%.
Other information related to leases was as follows:
Lease expense (1)
8,117
6,444
14,741
12,334
Cash paid for amounts included in the measurement of lease liabilities (2)
4,308
3,990
8,979
6,542
Right-of-use assets obtained in exchange for operating lease liabilities
4,554
4,399
6,070
4,653
18
NOTE 10 — DEBT
At June 30, 2026 and December 31, 2025, debt consisted of the following:
Long-term debt
Interest Rate
Senior Unsecured Notes
2015 Notes - Series B due August 20, 2030
3.35
%
100,000
2015 Notes - Series C due April 1, 2035
3.61
50,000
2015 Notes - Series D due April 1, 2045
4.02
2016 Notes - Series A due October 20, 2028
2.75
2016 Notes - Series B due October 20, 2033
3.03
2016 Notes - Series C due October 20, 2037
3.27
2016 Notes - Series D due October 20, 2041
3.52
2024 Notes - Series A due August 22, 2029
5.55
75,000
2024 Notes - Series B due August 22, 2031
5.62
2024 Notes - Series C due June 20, 2034
5.74
400,000
Other borrowings due through 2030
Variable(1)
1,150,000
1,150,010
Plus interest rate swap adjustment
2,339
2,678
Less current portion
Less debt issuance costs
2,285
2,460
Long-term debt, less current portion
Short-term debt
Amounts due to banks
Variable(2)
Current portion long-term debt
Total short-term debt
Total debt
1,294,008
19
As of June 30, 2026, the Company’s total weighted average effective interest rate and remaining weighted average tenure of the senior unsecured notes was 4.16%, including the impact from terminated swap agreements, and 8.2 years, respectively. The senior unsecured notes contain certain affirmative and negative covenants. As of June 30, 2026, the Company was in compliance with all of its debt covenants relating to the senior unsecured notes.
Revolving Credit Agreements
On June 20, 2024, the Company entered into a $1 billion revolving credit facility, which may be increased, subject to certain conditions including the consent of its lenders, by an additional amount up to $300,000. The revolving credit facility matures on June 20, 2029. The revolving credit facility will initially bear interest on outstanding borrowings at a per annum rate equal to secured overnight finance rate (“SOFR”) plus 1.10% and could fluctuate based on the Company’s total net leverage ratio at a spread ranging from SOFR plus 1.10% to SOFR plus 1.60%. The financial covenants consist of a maximum net leverage ratio of 3.5x EBITDA and a minimum interest coverage ratio of 2.5x EBITDA. The revolving credit facility contains customary representations and warranties, as well as customary affirmative, negative and financial covenants for credit facilities of this type (subject to negotiated baskets and exceptions), including limitations on the Company and its subsidiaries with respect to liens, investments, distributions, mergers and acquisitions, dispositions of assets and transactions with affiliates. As of June 30, 2026 the Company was in compliance with all of its covenants and had no outstanding borrowings under the revolving credit facility.
The Company has other lines of credit and debt agreements totaling $47,482. As of June 30, 2026, the Company was in compliance with all of its covenants and had no outstanding debt under short-term lines of credit.
Fair Value of Debt
At June 30, 2026 and December 31, 2025, the fair value of long-term debt, including the current portion, was approximately $1,074,811 and $1,125,338, respectively. The approximate fair value of the Company’s long-term debt, including current maturities, was based on a valuation model using Level 2 observable inputs using available market information and methodologies requiring judgment. The carrying value of this debt at such dates was $1,150,054 and $1,150,232, 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 11 — INCOME TAXES
The Company recognized $86,335 of tax expense on pre-tax income of $381,236, resulting in an effective income tax rate of 22.6% for the six months ended June 30, 2026. The effective income tax rate was 22.2% for the six months ended June 30, 2025. The effective tax rate was higher for the six months ended June 30, 2026, as compared with the same period in 2025, primarily due to the mix of earnings and timing of discrete tax items.
NOTE 12 — 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 and six months ended June 30, 2026 and 2025.
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
20
was considered significant at June 30, 2026. The Company does not expect any counterparties to fail to meet their obligations.
Cash Flow Hedges
Certain foreign currency forward contracts are qualified and designated as cash flow hedges. The dollar equivalent gross notional amount of these short-term contracts was $75,802 and $88,555 at June 30, 2026 and December 31, 2025, respectively.
Net Investment Hedges
The Company has foreign currency forward contracts and zero-cost collar contracts that qualify and are designated as net investment hedges. The dollar equivalent gross notional amount of the foreign currency forward contracts and zero-cost collar contracts were $307,871 and $337,659 at June 30, 2026 and December 31, 2025, respectively.
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 $577,777 and $370,668 at June 30, 2026 and December 31, 2025, respectively.
Fair values of derivative instruments in the Company’s Condensed Consolidated Balance Sheets consisted of the following:
Current
Derivatives by hedge designation
Assets
Liabilities
Designated as hedging instruments:
Foreign exchange contracts
1,693
187
2,149
289
Net investment contracts
7,254
528
102
12,529
Not designated as hedging instruments:
1,127
1,323
582
470
Total derivatives
10,074
2,038
2,833
13,288
The effects of undesignated derivative instruments on the Company’s Consolidated Statements of Income consisted of the following:
Classification of gain (loss)
Not designated as hedges:
1,640
13,625
(1,714)
21,958
21
The effects of designated hedges on AOCI consisted of the following:
Total gain (loss) recognized in AOCI, net of tax
993
1,396
Forward starting swap agreements
15,195
16,291
(1,079)
(5,721)
The Company expects a gain of $993 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.
The effects of designated hedges on the Company’s Consolidated Statements of Income consisted of the following:
Gain (loss) recognized in the
Derivative type
Consolidated Statements of Income:
Sales
1,041
378
2,513
(335)
132
182
1,691
543
689
1,378
NOTE 13 — FAIR VALUE
The following table provides a summary of assets and liabilities as of June 30, 2026, measured at fair value on a recurring basis:
Quoted Prices in
Active Markets for
Identical Assets or
Significant Other
Significant
Balance as of
Observable Inputs
Unobservable
(Level 1)
(Level 2)
Inputs (Level 3)
Assets:
2,820
Pension surplus
5,966
Total assets
16,040
Liabilities:
1,510
Deferred compensation
28,052
Total liabilities
30,090
22
The following table provides a summary of assets and liabilities as of December 31, 2025, measured at fair value on a recurring basis:
2,731
12,082
14,915
759
24,456
37,744
The fair value of the Company’s pension surplus assets are based on quoted market prices in active markets and are included in the Level 1 fair value hierarchy. The pension surplus assets were invested in money market and short-term duration bond funds at both June 30, 2026 and December 31, 2025.
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 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 June 30, 2026 and December 31, 2025.
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.
NOTE 14 — SUPPLIER FINANCING PROGRAM
The Company’s suppliers, at the supplier’s sole discretion, are able to factor receivables due from the Company to a financial institution on terms directly negotiated with the financial institution without affecting the Company’s balance sheet classification of the corresponding payable. The Company pays the financial institution the stated amount of the confirmed invoices from its designated suppliers on the original maturity dates of the invoices. At June 30, 2026 and December 31, 2025, Trade accounts payable included $32,229 and $25,709, respectively, payable to suppliers that have elected to participate in the supplier financing program.
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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’s products include arc welding equipment, filler metals (welding, brazing and soldering consumables), cutting systems (laser, plasma and oxyfuel), wire feeding systems, fume control equipment, welding accessories, specialty gas regulators, mobile power equipment, wear solutions, software, and education solutions; as well as a comprehensive portfolio of automated solutions and system integration services for joining, cutting, material handling, module assembly, and end of line testing. Services include additive manufacturing, precision fabrication, wear services, upfitting, and training.
Solutions range in technology and features from basic units used for personal, maintenance and light manufacturing use to highly sophisticated robotic solutions for complex fabrication and production activities.
The Company’s business units are aligned into three operating segments. The operating segments consist of Americas Welding, International Welding and The Harris Products Group. The Americas Welding segment includes welding operations in North and South America. The International Welding segment includes welding operations in Europe, Africa, Asia and Australia. The Harris Products Group includes the Company’s global cutting, soldering and brazing businesses, specialty gas equipment, as well as the retail business which is primarily in the United States.
Results of Operations
The following tables show the Company’s results of operations:
Favorable (Unfavorable)
2026 vs. 2025
Amount
% of Sales
130,990
12.0
(87,541)
(12.8)
36.8
37.3
43,449
10.7
18.4
19.4
(14,010)
(6.6)
Rationalization and asset impairment net charges
0.3
0.2
(939)
(36.9)
18.1
17.6
28,500
14.8
98
0.8
(4,275)
(106.0)
17.0
16.9
24,323
13.3
Income taxes
(9,200)
(22.9)
Effective tax rate
23.7
21.9
(1.8)
13.0
13.2
15,123
10.5
0.32
12.5
248,036
11.9
(170,903)
(12.9)
36.2
77,133
10.0
18.6
19.5
(28,156)
(6.9)
763
17.4
17.1
49,740
13.9
(1,149)
(4.6)
Other income
(4,149)
(92.7)
16.3
16.1
44,442
(11,424)
(15.3)
22.6
22.2
(0.4)
12.6
33,018
0.68
14.6
25
Net Sales:
The following tables summarize the impact of volume, acquisitions, price and foreign currency exchange rates on Net sales on a consolidated basis:
Change in Net Sales due to:
Net Sales
Foreign
Volume
Price
Acquisitions
Exchange
Lincoln Electric Holdings, Inc.
25,790
83,911
16,193
5,096
% Change
2.4
7.7
1.5
0.4
149
188,469
31,987
27,431
9.0
1.4
Net sales increased for the three and six months ended June 30, 2026 due to an increase in organic sales and a benefit from acquisitions and foreign exchange. The increase in organic sales for the three months ended June 30, 2026 is driven by an increase in pricing, primarily due to higher input costs, as well as higher volumes. The increase in organic sales for the six months ended June 30, 2026 is driven by an increase in pricing, primarily due to higher input costs.
Gross Profit:
Gross profit as a percentage of sales decreased 0.5% and 0.6% for the three and six months ended June 30, 2026, respectively, as compared to the same 2025 periods, driven by unfavorable impacts from product mix and higher input costs. This includes last-in, first-out (“LIFO”) charges of $4,186 and $5,024 for the three and six months ended June 30, 2026 and LIFO charges of $8,523 and $10,284 for the three and six months ended June 30, 2025, respectively, which are primarily due to rising input costs.
Selling, General & Administrative Expenses:
Selling, general & administrative expenses increased in the three and six months ended June 30, 2026 as compared to the same 2025 periods, primarily due to increases in spend related to the Company’s RISE strategic initiatives, acquisitions and the unfavorable impact of foreign currency translation. Selling, general & administrative expenses as a percentage of sales decreased primarily due to higher organic sales.
Operating Income:
Operating income as a percentage of sales was 18.1% for the three months ended June 30, 2026 as compared to 17.6% in the prior year period. Excluding special items, Operating income as a percentage of sales was 18.4% for the three months ended June 30, 2026 as compared with 17.9% in the prior year period. Operating income as a percentage of sales was 17.4% for the six months ended June 30, 2026 as compared to 17.1% in the prior year period. Excluding special items, Operating income as a percentage of sales was 17.6% in the six months ended June 30, 2026 as compared with 17.4% in the prior year period. Refer to explanations above for additional details. Also refer to Non-GAAP Financial Measures for a reconciliation of Adjusted operating income.
26
Income Taxes:
The effective tax rate was higher for the three and six months ended June 30, 2026 as compared to the same 2025 periods, primarily due to the mix of earnings and timing of discrete tax items.
Segment Results
The following tables present components of Net sales by segment:
Volume (1)
Price (2)
Acquisitions (3)
Exchange (4)
Operating Segments
49,704
25,681
2,323
(10,931)
3,776
1,430
(12,983)
54,454
1,343
7.1
3.7
11.2
(4.7)
1.6
7.0
0.6
4.5
(8.2)
34.2
0.9
26.9
47,069
75,160
8,597
(32,562)
4,073
14,944
(14,358)
109,236
3,890
3.5
5.6
9.7
(7.2)
3.3
4.1
(4.9)
37.5
1.3
33.9
27
Segment performance is measured and resources are allocated based on a number of factors, the primary measure being the Adjusted EBIT profit measure. Adjusted EBIT is defined as Operating income plus Other income, adjusted for special items as determined by management such as the impact of rationalization activities, certain asset impairment charges and gains or losses on disposals of assets.
The following tables presents Adjusted EBIT by segment:
Americas Welding:
77,708
(14,487)
(33.4)
Total Sales
63,221
8.5
Adjusted EBIT (1) (4)
20,180
As a percent of total sales (1)
19.7
1.1
International Welding:
10,468
(77)
(1.0)
10,391
4.3
Adjusted EBIT (2) (5)
(3,955)
As a percent of total sales (2)
10.6
12.7
(2.1)
The Harris Products Group:
42,814
(138)
(2.7)
42,676
26.0
Adjusted EBIT (3) (6)
10,369
32.5
As a percent of total sales (3)
20.4
1.0
Corporate / Eliminations:
14,702
26.2
Adjusted EBIT (7)
(3,044)
(1,200)
(1,844)
(153.7)
Consolidated:
As a percent of total sales
(0.2)
Adjusted EBIT (8)
223,899
199,149
24,750
12.4
As a percent of sales
18.3
0.1
28
130,826
(8,150)
(11.0)
122,676
8.6
23,450
8.9
18.5
18,442
(1,102)
(7.6)
17,340
(4,305)
(8.0)
10.2
11.5
(1.3)
98,768
542
6.0
99,310
33.1
26,849
47.8
20.8
18.7
2.1
8,710
(4,439)
(2,850)
(1,589)
(55.8)
413,443
369,038
44,405
17.7
29
Non-GAAP Financial Measures
The Company reviews Adjusted operating income, Adjusted net income, Adjusted EBIT, Adjusted effective tax rate, Adjusted diluted earnings per share, Adjusted return on invested capital (“Adjusted ROIC”), Adjusted net operating profit after taxes, Free cash flow, Cash conversion and Organic sales, all non-GAAP financial measures, in assessing and evaluating the Company’s underlying operating performance. These non-GAAP financial measures exclude the impact of special items on the Company’s reported financial results. Non-GAAP financial measures should be read in conjunction with the generally accepted accounting principles in the United States ("GAAP") financial measures, as non-GAAP measures are a supplement to, and not a replacement for, GAAP financial measures.
30
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:
Operating income as reported
Special items (pre-tax):
Rationalization and asset impairment net charges (1)
Transaction costs (2)
429
668
1,231
Amortization of step up in value of acquired inventories (3)
(140)
Adjusted operating income
224,140
195,115
413,114
364,560
As a percentage of net sales
17.9
Net income as reported
Special items:
Tax effect of Special items (4)
(795)
(755)
(1,535)
(1,913)
Adjusted net income
161,220
145,612
299,678
267,468
Income taxes as reported
795
755
1,535
1,913
Adjusted EBIT
Effective tax rate as reported
Net special item tax impact
0.0
Adjusted effective tax rate
22.7
22.3
Diluted earnings per share as reported
Special items per share
0.05
0.04
0.09
0.10
Adjusted diluted earnings per share
2.93
2.60
5.43
4.76
Liquidity and Capital Resources
Overview
The Company’s primary sources of liquidity are operating cash flows and revolving credit facilities. As of June 30, 2026, the Company had $242,443 of cash and cash equivalents on hand and no outstanding borrowings under its $1,047,482 revolving credit facilities.
31
The Company’s capital allocation priorities include internal investment to support existing operations and organic growth, investment in acquisitions to grow the business and then returning capital to shareholders through dividends and share repurchases.
The Company’s cash flow from operations can be cyclical. In assessing liquidity, the Company reviews working capital measurements to define areas for improvement. Management anticipates 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 consider acquisitions that would involve significant investments. The Company can fund its global expansion plans with operational cash flow, but a significant acquisition may require access to capital markets, in particular, the long-term debt market, as well as the syndicated bank loan market. The Company’s financing strategy is to fund itself at the lowest after-tax cost of funding. Where possible, the Company utilizes operational cash flows and raises capital in the most efficient market, usually the United States, and then lends funds to the specific subsidiary needing or requiring funding. If additional acquisitions providing appropriate financial benefits become available, additional expenditures may be made.
Cash Flow
The following table reflects changes in key cash flow measures:
$ Change
Cash provided by operating activities (1)
26,413
Cash used by investing activities
10,266
(18,208)
32,449
Cash used by financing activities
(37,879)
(138,683)
101,032
(2,562)
Decrease in Cash and cash equivalents
11,435
As of June 30, 2026, the Company had cash of $242,443, of which $181,012 was held by international subsidiaries.
In July 2026, the Company paid a cash dividend of $0.79 per share, or $43,060, to shareholders of record on June 30, 2026.
The Company currently anticipates capital expenditures of $110,000 to $130,000 in 2026. Anticipated capital expenditures include investments to increase capacity, improve operational effectiveness and for general maintenance. Management critically evaluates all proposed capital expenditures and expects each project to increase efficiency, reduce costs, support sales growth or improve the overall safety and environmental conditions of the Company’s facilities.
32
On June 20, 2024, the Company entered into a $1 billion revolving credit facility. The revolving credit facility matures on June 20, 2029. Additionally, the Company has other lines of credit with total availability of $47,482. As of June 30, 2026, the Company had total availability of $1,047,482 under its revolving credit facilities. Refer to Note 10 to the consolidated financial statements for further information on our revolving lines of credit.
Working Capital Ratios
June 30, 2025
Average operating working capital to Net sales (1)
Days sales in Inventories
113.6
116.4
117.3
Days sales in Accounts receivable
46.9
49.4
Average days in Trade accounts payable
59.2
53.4
56.6
Stock Repurchase Program
On February 12, 2020, the Company’s Board authorized a share repurchase program for up to 10 million shares of the Company’s common stock. As of June 30, 2026, there were 4.6 million shares available under the authorization. The Company is not obligated to make any repurchases.
Rationalization and Asset Impairments
Refer to Note 6 to the consolidated financial statements for a discussion of the Company’s rationalization plans. The Company believes the rationalization actions will positively impact future results of operations and will not have a material effect on liquidity and sources and uses of capital.
Refer to Note 4 to the consolidated financial statements for a discussion of the Company’s recent acquisitions.
Return on Invested Capital
The Company reviews ROIC in assessing and evaluating the Company’s underlying operating performance. As discussed in the Non-GAAP Financial Measures section above, Adjusted ROIC is a non-GAAP financial measure that the Company believes is a meaningful metric to investors in evaluating the Company’s financial performance. The calculation may be different than the method used by other companies to calculate ROIC. Adjusted ROIC is defined as rolling 12 months of Adjusted net income excluding tax-effected interest income and expense divided by invested capital. Invested capital is defined as total debt, which includes Short-term debt and Long-term debt, less current portions, plus Total equity.
33
The following table presents the reconciliations of ROIC and Adjusted ROIC to net income:
\
Twelve Months Ended June 30,
553,551
502,868
Plus: Interest expense (after-tax)
44,075
42,688
Less: Interest income (after-tax)
4,564
6,636
Net operating profit after taxes
593,062
538,920
17,436
31,172
Transaction costs
2,176
4,332
Pension settlement net charges
719
3,792
Amortization of step up in value of acquired inventories
4,104
4,771
Tax effect of Special items (1)
5,555
(11,118)
Adjusted net operating profit after taxes
623,052
571,869
Invested Capital
105,323
1,150,395
1,255,718
Total equity
Invested capital
2,704,234
2,635,331
Return on invested capital as reported
Adjusted return on invested capital
23.0
21.7
New Accounting Pronouncements
Refer to Note 1 to the consolidated financial statements for a discussion of new accounting pronouncements.
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 factors that could adversely affect the Company’s operating results. The factors include, but are not limited to: general economic, financial and market conditions; the effectiveness of commercial and operating initiatives; the effectiveness of information systems and cybersecurity systems; presence of artificial intelligence technologies; 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, including but not limited to, the ongoing geopolitical conflicts, political unrest, acts of terror, natural disasters and pandemics on the Company or its customers, suppliers and the economy in
34
general. For additional discussion, see “Item 1A. Risk Factors” presented herein, as well as in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
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, 2025. 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, 2025.
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 June 30, 2026.
Changes in Internal Control Over Financial Reporting
There have been no changes in the Company’s internal control over financial reporting that occurred during the quarter ended June 30, 2026 that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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 June 30, 2026, the Company was a co-defendant in cases alleging asbestos induced illness involving claims by approximately 701 plaintiffs, which is a net decrease of 351 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 asbestos cases that have been resolved as follows: 57,695 of those claims were dismissed, 23 were tried to defense verdicts, 7 were tried to plaintiff verdicts (which were reversed or resolved after appeal), 2 were resolved by agreement for an immaterial amount and 1,026 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 Quarterly Report on Form 10-Q, 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, 2025.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Issuer purchases of its common shares during the second quarter of 2026 were as follows:
Total Number of
Maximum Number
Repurchased
of Shares that May
as Part of Publicly
Yet be Purchased
Average Price
Announced Plans or
Under the Plans or
Period
Paid Per Share
Programs
Programs (2)
April 1 - 30, 2026
68,319
(1)
254.41
67,462
4,841,522
May 1 - 31, 2026
102,396
264.77
102,352
4,739,170
June 1 - 30, 2026
116,417
271.69
115,556
4,623,614
287,132
111
265.11
285,370
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
During the quarter ended June 30, 2026, none of the Company’s directors or officers adopted, modified, or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Item 408(a) of Regulation S-K.
ITEM 6. EXHIBITS
10.1*
Form of Restricted Stock Unit Agreement for Non-Employee Directors under 2023 Stock Plan for Non-Employee Directors (filed herewith).
31.1
Certification of the Chairman and Chief Executive Officer (Principal Executive Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 (filed herewith).
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 (filed herewith).
32.1
Certification of the Chairman 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 (filed herewith).
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)
* Reflects management contract or other compensatory arrangement required to be filed as an exhibit pursuant to Item 15(b) of this report
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.
/s/ Gabriel Bruno
Gabriel Bruno
Executive Vice President, Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
July 30, 2026