SecProbe.io

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 August 28, 2025

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, 2024
 File No. 000-01402
Dear Gabriel Bruno:

 We have completed our review of your filing. 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.

 Sincerely,

 Division of Corporation
Finance
 Office of Technology
cc: Jennifer Ansberry
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CORRESP
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 CORRESP

 LINCOLN ELECTRIC HOLDINGS, INC.
 22801 Saint Clair Avenue • Cleveland, Ohio 44117 • U.S.A Tel: +1 (216) 481-8100
• Fax: +1 (216) 486-1751 August 22, 2025
 CORRESPONDENCE VIA EDGAR United States
Securities and Exchange Commission Division of Corporation Finance
 Office of Technology 100 F Street, NE
 Washington, D.C. 20549

 Attn:
 Chen Chen
 Christine Dietz

 Re:
 Lincoln Electric Holdings Inc.
 Form 10-K for the Fiscal Year ended December 31, 2024
 Filed February 26, 2025
 File
 No. 000-01402                
 Ladies and Gentlemen: Lincoln Electric
Holdings Inc., an Ohio corporation (the “Company”, “we” or “our”), is submitting this letter in response to the comment letter from the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”), dated August 14, 2025 (the “Comment Letter”), in regard to the above-referenced Form 10-K for the fiscal year ended December 31, 2024 (the “Form 10-K”). Below are the Company’s responses. For the convenience of the Staff, the Company
has repeated each of the Staff’s comments before the corresponding response. Form 10-K for the fiscal
year ended December 31, 2024 Management’s Discussion and Analysis of Financial Condition and Results of Operations
 Key Indicators, page 18

 1.
 We note your disclosure that orders, backlog, sales, inventory and fill-rates are key operating measures
utilized by the operating units to manage the company as they provide key indicators of business trends. Please tell us what consideration was given to disclosing these measures in MD&A, along with all the disclosures consistent with the
guidance in SEC Release No. 33-10751. Response : The Company
respectfully acknowledges the Staff’s comment. Upon further review of SEC Release No. 33-10751, the Company does not believe orders, backlog, inventory or fill-rates represent key variables that
would be necessary for an investor to understand the Company’s financial condition, changes in financial condition and results of operations. The Company separately discloses sales as a key financial measure utilized by the Company’s
executive management and operating units in order to evaluate the results of its business and in understanding key variables impacting the current and future results of the Company. As a result, in future filings, beginning with its Annual Report on
Form 10-K for the year ending December 31, 2025, the Company will remove the referenced disclosure.
 www.lincolnelectric.com

 United States Securities and Exchange Commission
 Division of Corporate Finance Office of Technology
 August 22, 2025 Page
 2

 Results of Operations, page 19

 2.
 We note your presentation of Adjusted EBIT by segment but you do not include a discussion and analysis of
each segment’s Adjusted EBIT. Please revise. Refer to Item 303(b) of Regulation S-K.
 Response : The Company respectfully acknowledges the Staff’s comment and, in future filings, beginning with its Quarterly Report on
Form 10-Q for the quarterly period ending September 30, 2025, the Company will revise its disclosure to clarify our discussion and analysis of each segment’s Adjusted EBIT as shown below in the
revised disclosure from the Form 10-K with tracked edits. The following table presents Adjusted EBIT by segment:

 December 31

 Favorable (Unfavorable) 2024 vs. 2023

 2024

 2023

 $

 %

 Americas Welding:

 Net sales

 $
 2,564,847

 $
 2,655,546

 $
 (90,699
 )

 (3.4
 )%

 Inter-segment sales

 135,758

 127,536

 8,222

 6.4
 %

 Total Sales

 $
 2,700,605

 $
 2,783,082

 $
 (82,477
 )

 (3.0
 )%

 Adjusted EBIT
 (1) (4)

 $
 530,188

 $
 538,269

 $
 (8,081
 )

 (1.5
 )%

 As a percent of total sales (1)

 19.6
 %

 19.3
 %

 0.3
 %

 International Welding:

 Net sales

 $
 933,722

 $
 1,040,006

 $
 (106,284
 )

 (10.2
 )%

 Inter-segment sales

 35,861

 31,498

 4,363

 13.9
 %

 Total Sales

 $
 969,583

 $
 1,071,504

 $
 (101,921
 )

 (9.5
 )%

 Adjusted EBIT
 (2) (5)

 $
 106,117

 $
 136,497

 $
 (30,380
 )

 (22.3
 )%

 As a percent of total sales (2)

 10.9
 %

 12.7
 %

 (1.8
 )%

 The Harris Products Group:

 Net sales

 $
 510,101

 $
 496,084

 $
 14,017

 2.8
 %

 Inter-segment sales

 12,321

 10,641

 1,680

 15.8
 %

 Total Sales

 $
 522,422

 $
 506,725

 $
 15,697

 3.1
 %

 Adjusted EBIT
 (3) (6)

 $
 88,328

 $
 74,144

 $
 14,184

 19.1
 %

 As a percent of total sales (3)

 16.9
 %

 14.6
 %

 2.3
 %

 Corporate / Eliminations:

 Inter-segment sales

 $
 (183,940
 )

 $
 (169,675
 )

 $
 (14,265
 )

 8.4
 %

 Adjusted EBIT (7)

 (11,028
 )

 (17,536
 )

 6,508

 (37.1
 )%

 Consolidated:

 Net sales

 $
 4,008,670

 $
 4,191,636

 $
 (182,966
 )

 (4.4
 )%

 Net income

 $
 466,108

 $
 545,248

 $
 (79,140
 )

 (14.5
 )%

 As a percent of total sales

 11.6
 %

 13.0
 %

 (1.4
 )%

 Adjusted EBIT (8)

 $
 713,605

 $
 731,374

 $
 (17,769
 )

 (2.4
 )%

 As a percent of sales

 17.8
 %

 17.4
 %

 0.4
 %

 (1)
 Adjusted EBIT decreased Increase for 2024 as compared to 2023 primarily driven by
the unfavorable impact of lower volumes, partially offset by the favorable impact of effective cost management and cost reduction actions ; Adjusted EBIT as a percent of sales increased for the same
period. , partially by the unfavorable impact of lower volumes.

 (2)
 Adjusted EBIT and Adjusted EBIT as a percent of sales D d ecrease d
for 2024 as compared to 2023 primarily driven by the unfavorable impact of lower volumes, partially offset by the favorable impact of cost reduction actions.

 (3)
 Adjusted EBIT and Adjusted EBIT as a percent of sales l i ncrease d
for 2024 compared to 2023 primarily driven by the favorable impact of reflects effective cost management and operational improvements.
 www.lincolnelectric.com

 United States Securities and Exchange Commission
 Division of Corporate Finance Office of Technology
 August 22, 2025 Page
 3

 Consolidated Financial Statements
 Notes to Consolidated Financial Statements Note 6 -
Segment information, page F-21

 3.
 You indicate that the primary measure used by the chief operating decision maker (“CODM”) is
segment Adjusted EBIT; however, we note that you also present gross profit and EBIT for each reportable segment. Tell us whether the CODM receives gross profit and EBIT for each reportable segment and how they are used. If the CODM uses more than
one measure of segment profit or loss, such as gross profit, EBIT and Adjusted EBIT, to assess segment performance and to decide how to allocate resources, tell us which of the reported segment profit or loss measures is required to be disclosed in
accordance with ASC 280-10-50-28A. In this regard, the measure required to be disclosed is that which management believes is
determined in accordance with the measurement principles most consistent with those used in measuring the corresponding amounts in the consolidated financial statements. Additional measures may be disclosed, with certain disclosures provided for
each related measure, pursuant to ASC 280-10-50-28A through 50-28C.
 Response : The Company acknowledges the Staff’s comment and respectfully explains that while segment gross profit and
segment EBIT are included in the financial information for each reportable segment provided to the CODM for informational purposes, the CODM does not use segment gross profit and segment EBIT when assessing performance or allocating resources. The
CODM uses segment Adjusted EBIT as the performance measure to assess performance and allocate resources, and therefore we believe it is the metric required to be disclosed under the guidance in ASC 280-10-50-28A. The presentation of segment gross profit and EBIT within
Note 6 was not intended to imply the use of the metric by the CODM. Rather, the presentation in Note 6 inclusive of segment gross profit and EBIT was presented for informational purposes only and intended to maintain a consistent format throughout
the financial statements. The Company revised the Segment Information Note to remove segment gross profit within its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025. Starting with its Quarterly Report on Form 10-Q for the quarterly period ending September 30, 2025, the Company
will further revise the Segment Information Note to also remove segment EBIT. Please see revised disclosure from the Form 10-K with tracked edits shown after question 4 response below.
 www.lincolnelectric.com

 United States Securities and Exchange Commission
 Division of Corporate Finance Office of Technology
 August 22, 2025 Page
 4

 4.
 Please revise to reconcile the total of the reportable segments’ amount for each measure of profit or
loss to consolidated income before income taxes. Refer to ASC 280-10-50-30(b) and ASC 280-10-50-28C. The reconciliation should include a single amount for the subtotal of the reportable segments’ measures of profit or loss with a reconciliation of
that amount to consolidated income before income taxes. In this regard, we note that the segment note currently includes a Corporate/Elimination column which appears to result in the presentation of non-GAAP
measures of consolidated EBIT and consolidated Adjusted EBIT. Please similarly revise to reconcile to the total reportable segments’ amounts to consolidated amounts, such as the total of the reportable segments’ assets to consolidated
assets. Refer to ASC 280-10-50-30.
 Response : The Company acknowledges the Staff’s comment regarding the requirements in ASC 280-10-50-30(b) and ASC 280-10-50-28C as well as
regarding the appearance of creating non-GAAP measures of consolidated EBIT and consolidated Adjusted EBIT. In
future filings we will revise the presentation to remove such amounts. Additionally, the reconciliation of reportable segments’ Adjusted EBIT and Total segment Assets will be changed to include single amounts for the subtotal of
segments’ Adjusted EBIT and Total segment Assets that are then reconciled to consolidated income before taxes and Total consolidated assets, respectively, as shown below in the revised Form 10-K
disclosure. Further, the reconciliation of Other Segment Information will be revised to include single amounts for the subtotal of Total segment capital expenditures and Total segment depreciation and amortization that are then reconciled to
Consolidated total capital expenditures and Consolidated total depreciation and amortization, respectively, as shown below in the revised Form 10-K disclosure.
 www.lincolnelectric.com

 United States Securities and Exchange Commission
 Division of Corporate Finance Office of Technology
 August 22, 2025 Page
 5

 For the Year Ended December 31, 2024

 Americas Welding (1)

 International Welding (2)

 The Harris Products Group (3)

 Total

 Net sales

 $
 2,564,847

 $
 933,722

 $
 510,101

 $
 4,008,670

 Inter-segment sales

 135,758

 35,861

 12,321

 183,940

 Total sales

 2,700,605

 969,583

 522,422

 4,192,610

 Reconciliation to Consolidated Net sales

 Elimination of inter-segment sales

 (183,940
 )

 Net sales

 $
 4,008,670

 Cost of goods sold

 1,638,568

 700,428

 378,292

 2,717,288

 Gross profit

 1,062,037

 269,155

 144,130

 1,475,322

 Other segment expenses

 559,670

 200,785

 59,757

 820,212

 EBIT

 502,367

 68,370

 84,373

 655,110

 Special items charge

 27,821

 37,747

 3,955

 69,523

 Segment Adjusted EBIT

 530,188

 106,117

 88,328

 724,633

 Reconciliation of Segment Adjusted EBIT to Consolidated Income before income
taxes

 Addback: Segment special items charge

 (69,523
 )

 Corporate special items charge (4)

 (7,147
 )

 Elimination of inter-segment profit

 (2,410
 )

 Unallocated corporate expenses, net

 (8,618
 )

 Interest income

 10,130

 Interest expense

 (52,916
 )

 Income before income taxes

 $
 594,149

 Other Segment Information

 Total assets

 $
 2,416,411

 $
 1,050,327

 $
 346,645

 $
 3,813,383

 Capital expenditures

 94,528

 17,814

 4,144

 116,486

 Depreciation and amortization

 57,016

 21,735

 10,091

 88,842

 Reconciliation of Segment Assets to Consolidated Assets

 Total segment assets

 $
 3,813,383

 Corporate assets

 20,745

 LIFO reserve not allocated to segments

 (120,633
 )

 Eliminations

 (193,353
 )

 Total consolidated assets

 $
 3,520,142

 Reconciliation of Other Segment Information to Consolidated Information

 Segment Totals

 Adjustments

 Consolidated Totals

 Capital expenditures

 $
 116,486

 $
 117

 $
 116,603

 Depreciation and amortization

 88,842

 (604
 )

 88,238

 www.lincolnelectric.com

 United States Securities and Exchange Commission
 Division of Corporate Finance Office of Technology
 August 22, 2025 Page
 6

 * * * * * * * *
 Thank you for your comments and I trust you will find my responses satisfactory. If you have any questions regarding the foregoing, please do not hesitate to
contact me at gabe_bruno@lincolnelectric.com or at (216) 383-8195.

 Very truly yours,

 /s/ Gabriel Bruno

 Gabriel Bruno

 Executive Vice President,

 Chief Financial Officer and Treasurer

 www.lincolnelectric.com

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 August 14, 2025

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, 2024
 File No. 000-01402
Dear Gabriel Bruno:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

 Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the Fiscal Year Ended December 31, 2024
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Key Indicators, page 18

1. We note your disclosure that orders, backlog, sales, inventory and
fill-rates are key
 operating measures utilized by the operating units to manage the company
as they
 provide key indicators of business trends. Please tell us what
consideration was given
 to disclosing these measures in MD&A, along with all the disclosures
consistent with
 the guidance in SEC Release No. 33-10751.
Results of Operations, page 19

2. We note your presentation of Adjusted EBIT by segment but you do not
include a
 discussion and analysis of each segment's Adjusted EBIT. Please revise.
Refer to Item
 303(b) of Regulation S-K.
 August 14, 2025
Page 2
Consolidated Financial Statements
Notes to Consolidated Financial Statements
Note 6 - Segment information, page F-21

3. You indicate that the primary measure used by the chief operating
decision maker
 ( CODM ) is segment Adjusted EBIT; however, we note that you also
present gross
 profit and EBIT for each reportable segment. Tell us whether the CODM
receives
 gross profit and EBIT for each reportable segment and how they are used.
If the
 CODM uses more than one measure of segment profit or loss, such as gross
profit,
 EBIT and Adjusted EBIT, to assess segment performance and to decide how
to
 allocate resources, tell us which of the reported segment profit or loss
measures is
 required to be disclosed in accordance with ASC 280-10-50-28A. In this
regard, the
 measure required to be disclosed is that which management believes is
determined in
 accordance with the measurement principles most consistent with those
used in
 measuring the corresponding amounts in the consolidated financial
statements.
 Additional measures may be disclosed, with certain disclosures provided
for each
 related measure, pursuant to ASC 280-10-50-28A through 50-28C.
4. Please revise to reconcile the total of the reportable segments
amount for each
 measure of profit or loss to consolidated income before income taxes.
Refer to ASC
 280-10-50-30(b) and ASC 280-10-50-28C. The reconciliation should include
a single
 amount for the subtotal of the reportable segments measures of profit
or loss with a
 reconciliation of that amount to consolidated income before income
taxes. In this
 regard, we note that the segment note currently includes a
 Corporate/Elimination column which appears to result in the presentation
of non-
 GAAP measures of consolidated EBIT and consolidated Adjusted EBIT.
Please
 similarly revise to reconcile other total reportable segments amounts
to consolidated
 amounts, such as the total of the reportable segments assets to
consolidated assets.
 Refer to ASC 280-10-50-30.

 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.

 Please contact Chen Chen at 202-551-7351 or Christine Dietz at
202-551-3408 with
any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: Jennifer Ansberry
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United States securities and exchange commission logo
October 17, 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 Gabriel Bruno:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

CORRESP
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CORRESP

October 5, 2022

 CORRESPONDENCE VIA
EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance

 Office of Energy &
Transportation

 100 F Street, NE

 Washington, D.C. 20549

Attn:
 John Cannarella, Staff Accountant

Karl Hiller, Branch Chief

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
Messrs. Cannarella and Hiller:

 Lincoln Electric Holdings Inc., an Ohio corporation (the “Company”), is submitting this letter
in response to the comment letter from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated September 22, 2022 (the “Comment Letter”), in regard to the above-referenced Form 10-K for the fiscal year ended December 31, 2021 (the “Form 10-K”).

Below are the Company’s responses to the comments contained in the Comment Letter. For the convenience of the Staff, the italicized
numbered responses set forth below corresponds to the comments contained in the Comment Letter.

 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.

 www.lincolnelectric.com

 United States Securities and Exchange Commission

Division of Corporate Finance

 Office of Energy &
Transportation

 October 5, 2022

  Page
 2

 Response: The Company respectfully acknowledges the Staff’s comment and will, in
future filings, beginning with its Form 10-Q for the quarterly period ended September 30, 2022, revise this disclosure to address the Staff’s comment. The Company will further expand its disclosure
in the Return on Invested Capital (“ROIC”) table to add Net income (the most directly comparable GAAP financial measure) in compliance with Item 10(e). For reference, the revised ROIC disclosure in the Form
10-K is provided below with tracked edits to reflect changes in the presentation:

2021

2020

 Return on Invested Capital

 Net income as reported

$
276,466

$
206,115

 Plus: Interest expense (after-tax)

17,794

17,933

 Less: Interest income (after-tax)

1,172

1,486

 Net operating profit after taxes

$
293,088

$
222,562

 Special items:

 Rationalization and asset impairment charges

9,827

45,468

 Acquisition transaction costs

1,923

—

 Pension settlement charges

126,502

8,119

 Amortization of step up in value of acquired inventories

5,804

806

 Tax effect of special items

(47,188
)

(10,594
)

 Adjusted net operating profit after taxes

$
389,956

$
266,361

 Invested capital

 Short-term debt

$
52,730

$
2,734

 Long-term debt, less current portion

717,089

715,456

 Total debt

769,819

718,190

 Total equity

863,909

790,250

 Invested capital

$
1,633,728

$
1,508,440

 Return on invested capital as reported

17.9
%

14.8
%

 Adjusted return on invested capital

23.9
%

17.7
%

 www.lincolnelectric.com

 United States Securities and Exchange Commission

Division of Corporate Finance

 Office of Energy &
Transportation

 October 5, 2022

  Page
 3

 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.

Response:

 In consideration of the Staff’s
comments, the Company will, in future filings as applicable, beginning with its Form 10-Q for the quarterly period ended September 30, 2022, revise acquisition disclosures consistent with the language
below from the Form 10-K with tracked edits in order to make the Company’s disclosure more transparent and useful to the users of its financial statements. However, based on the quantitative and
qualitative assessment discussed below, the Company respectfully asserts that the related pro forma disclosure requirements of ASC 805-10-50 are not required given that
the impact of the acquired businesses are not material, individually or in the aggregate, to the Company’s financial statements as a whole. The Company will perform a similar analysis for future acquisitions and include such disclosures if
deemed material.

 www.lincolnelectric.com

 United States Securities and Exchange Commission

Division of Corporate Finance

 Office of Energy &
Transportation

 October 5, 2022

  Page
 4

 NOTE 4 – ACQUISITIONS

On July 28, 2021, the Company acquired 100% ownership of Overstreet-Hughes Company, Inc. and Shoals Tubular, Inc. (“FTP”).
The net purchase price was $71,716, net of cash acquired and accounted for as a business combination. The Company recognized $346 in acquisition transaction costs in 2021 which were expensed as incurred and are included in “Selling,
general and administrative expenses” in the Consolidated Statements of Income. In 2020, FTP generated sales of approximately $50 million. Beginning July 28, 2021, the Company’s Consolidated Statements of lncome include the results of FTP,
including sales revenue of $24,953 through December 31, 2021 and the impact on net income for the year ended December 31, 2021 was not material. FTP manufactures copper and aluminum headers, distributor assemblies and manifolds in the United
States and Mexico for the heating, ventilation, and air conditioning sector (“HVAC”) . The acquisition further differentiates The Harris Products Group’s competitive position serving HVAC original equipment manufacturers with a
comprehensive portfolio of solutions for the fabrication of HVAC coils and accelerates growth in this market.

 On April 1, 2021, the Company
acquired 100% ownership of Zeman Bauelemente Produktionsgesellschaft m.b.H. (“Zeman”), a division of the Zeman Group. The net purchase price was $84,390, net of cash acquired and accounted for as a business combination. The
Company recognized $1,577 in acquisition transaction costs in 2021 which were expensed as incurred and are included in “Selling, general and administrative expenses” in the Consolidated Statements of lncome. In 2020, Zeman generated sales
of approximately $40 million. Beginning April 1, 2021, the Company’s Consolidated Statements of lncome include the results of Zeman, including sales revenue of $24,473 through December 31, 2021 and the impact on net income for the year ended
December 31, 2021 was not material. Zeman, 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.

 The acquired companies
discussed above are not material individually, or in the aggregate, to the actual or pro forma Consolidated Statements of lncome or Consolidated Statements of Cash Flows: as such, pro forma information related to these acquisitions have not been
presented. The preliminary purchase price allocations are expected to be finalized within the allowable measurement period. The acquired companies are included in the Company’s consolidated financial statements as of the date of acquisition.

 As it relates to pro forma disclosure requirements per ASC 805-10-50, the
Company respectfully submits that its business acquisitions disclosed in the Form 10-K (“acquired businesses”) did not constitute material acquisitions, individually or in the aggregate, to the
Company’s financial statements taken as a whole. The ultimate conclusion on the materiality of a business combination is a matter of judgment that rests with the acquiring entity. The Company considered both quantitative and qualitative factors
in our evaluation.

 In this regard, the Company advises the Staff as follows:

•

 The Company acknowledges the Staff’s observation that cash paid for acquisitions represents 42.8% of
operating cash flows for the year 2021.

 www.lincolnelectric.com

 United States Securities and Exchange Commission

Division of Corporate Finance

 Office of Energy &
Transportation

 October 5, 2022

  Page
 5

•

 Although the impact of the acquisitions is 15.2% and 24.3% of the Net sales change within the International
Welding and Harris Products Group reportable operating segments, the impact of the acquisitions represented 3.1% and 7.0% of Net Sales for these segments, respectively. Please refer to the Net Sales bridge on page 20 of the Form 10-K. The Net Sales bridge discloses the drivers of the change in revenue year-over-year, including volume, price, acquisitions and foreign exchange. The Net Sales bridge provides transparency to the Company’s
stakeholders and is useful to their analysis of the Company’s financial information. The Net Sales bridge is regularly discussed publicly in the Company’s quarterly earnings release and earnings call. Further, the Company operates in
stable, mature markets across its segments and, therefore, stakeholders expect any acquisition to be a factor in the year-over-year change in revenue.

•

 The Company respectfully notes the following quantitative impact of the acquired businesses:

•

 The net assets of the acquired businesses as a percentage of the Company’s consolidated total assets
as of December 31, 2021 was less than 5%, in the aggregate;

•

 The total assets of the acquired businesses as a percentage of the Company’s total consolidated total
assets as of December 31, 2021 was less than 5%, in the aggregate; and

•

 The income from continuing operations before income taxes of the acquired businesses as a percentage of
the Company’s consolidated income from continuing operations before income taxes for the year ended December 31, 2021 was less than 1%, in the aggregate.

•

 Other qualitative factors considered under ASC 805 to assess materiality of the acquired businesses included the
projected impact on earnings or other trends, disclosure in the Company’s press releases or MD&A, compliance with regulatory requirements, and loan covenants or other contractual requirements. These qualitative factors did not alter the
Company’s view that the acquisitions were not material, individually and in the aggregate, to the financial statements as a whole.

•

 Notwithstanding that the financial impact of acquired businesses was not material to the financial position or
operating results of the Company, the Company elected to disclose certain information for the benefit of investors. Commensurate with the Company’s publicly stated strategy of growth through organic sales and acquisitions, the completion of
business acquisitions, regardless of size, is of strategic importance to the Company’s stakeholders and potential investors.

 The
Company also discloses acquisition costs within its Non-GAAP Financial Measures section as a Special item (including the line items in which those amounts are recognized) on page 22 of the Form 10-K, as well as cash paid for acquisitions in total in its Consolidated Statements of Cash Flows.

 In accordance with
FASB ASC 230-10-50-3, the Company respectfully submits that it made appropriate evaluations to determine whether or not noncash
investing and financing activities existed that required disclosure. Specifically, the Company considered whether it had acquired assets by assuming directly related liabilities, such as purchasing a building by incurring a mortgage to the seller.
Based on the Company’s evaluation, it concluded that no such activity existed.

 www.lincolnelectric.com

 United States Securities and Exchange Commission

Division of Corporate Finance

 Office of Energy &
Transportation

 October 5, 2022

  Page
 6

 * * * * * * * *

Thank you for your comments and I trust you will find my responses satisfactory. If you have any questions regarding the foregoing, please do not hesitate to
contact me at gabe_bruno@lincolnelectric.com or at (216) 383-8195.

Very truly yours,

 /s/ Gabriel Bruno

Gabriel Bruno

Executive Vice President,

Chief Financial Officer and Treasurer

 www.lincolnelectric.com

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.

 FirstName LastNameGabriel  Bruno
 Comapany NameLincoln Electric Holdings Inc.
 September 22, 2022 Page 2
 FirstName LastName
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.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

Mail Stop 3030
July 12 , 2018

Via E -mail
Vincent K. Petrella
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, 2017
Filed February 27, 2018
File No.  000-01402

Dear  Mr. Petrella :

We have completed our review of your filings.  We remind you that the company and its
management are responsible for the  accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence of action by the staff .

Sincerely,

/s/ Kevin J. Kuhar

Kevin J. Kuhar
Accounting Branch Chief
Office of Electronics and Machinery

CORRESP
1
filename1.htm

CORRESP

 L I N C O L N    E L E C T R I C    H O L D I N G
S,    I N C.

 22801 Saint Clair Avenue • Cleveland, Ohio 44117 • U.S.A Tel: +1 (216) 481-8100 • Fax:
+1 (216) 486-1751

June 15, 2018

 Kevin J. Kuhar

Accounting Branch Chief

 Office of Electronics and Machinery

United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington,
DC 20549

 Re: Lincoln Electric Holdings, Inc.

 Form 10-K for the Fiscal Year Ended December 31, 2017

 Filed February 27, 2018

File No. 000-01402

Dear Mr. Kuhar:

 Set forth below are
responses from Lincoln Electric Holdings, Inc. (“Lincoln”, the “Company” or “we”) to the comments (the “Comments”) of the staff (the “Staff”) of the United States Securities and Exchange Commission
(the “SEC”), dated June 4, 2018, concerning Lincoln’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 (the “2017 Form
10-K”).

 For your convenience, the responses set forth below have been put in the same order
as the Comments were presented and repeat each Comment prior to the response. The Comments are highlighted in bold.

 Form 10-K for the Fiscal Year Ended December 31, 2017

 Item7. Management’s Discussion and Analysis of
Financial Condition and Results of Operations

 Adjusted Earnings Before Interest and Income Taxes (“Adjusted EBIT”), page 21

1.
We note the tabular presentation of consolidated Adjusted EBIT and that amount as a percentage of total sales on page 21. Please revise future filings to include all of the disclosures required by Item 10(e) of
Regulation S-K for these non-GAAP measures. Refer to Question 104.04 of the Non-GAAP Financial Measures Compliance and Disclosure
Interpretations.

 Response #1 - We respectfully acknowledge the Staff’s comment and will, in future filings, beginning with
our Form 10-Q for the quarterly period ended June 30, 2018, revise this disclosure to address the Staff’s comment. We will expand our disclosures in the Adjusted Earnings Before Interest and Income
Taxes (“Adjusted EBIT”) table to add Net income (the most directly comparable GAAP financial measure) and Net income as a percent of total sales in compliance with Item 10(e). In our Response #2, we have added Adjusted EBIT as a non-GAAP financial measure and provided a reconciliation of Net income to Adjusted EBIT in our “Non-GAAP Financial Measures” disclosure.

 www.lincolnelectric.com

 Mr. Kevin J. Kuhar

June 15, 2018

  Page
 2

 Non-GAAP Financial Measures, page 22

2.
Your presentation of adjusted net income presents special items on an after-tax basis. Please revise future filings and earnings releases to present the income tax effects of
your non-GAAP adjustments as a separate adjustment and clearly explain how it was calculated. Refer to Question 102.11 of the Non-GAAP Financial Measures Compliance and
Disclosure Interpretations.

 Response #2 - We respectfully acknowledge the Staff’s comment and will, in future filings and
earnings releases, beginning with our Form 10-Q and earnings release for the quarterly period ended June 30, 2018, revise this disclosure to address the Staff’s comment. For reference, the revised “Non-GAAP Financial Measures” disclosure in our Form 10-K for year ended December 31, 2017 is provided below with tracked edits to reflect changes in the
presentation in response to Comments 1 and 2:

 Non-GAAP Financial Measures

The Company reviews Adjusted operating income, Adjusted EBIT, Adjusted net income, Adjusted diluted earnings per share and Return on invested capital,
all non-GAAP financial measures, in assessing and evaluating the Company’s underlying operating performance. These non-GAAP financial measures exclude the impact of
special items on the Company’s reported financial results. Non-GAAP financial measures should be read in conjunction with the generally accepted accounting principles in the United States
(“GAAP”) financial measures, as non-GAAP financial measures are a supplement to, and not a replacement for, GAAP financial measures. From time to time management evaluates and discloses to
investors the non-GAAP financial measure Free cash flow (“FCF”). FCF is defined as Net cash provided by operating activities less Capital expenditures. The Company considers FCF to
be a liquidity measure that provides useful information to management and investors about how the amount of cash generated by our business, after the purchase of property and equipment, can be used for debt service, acquisitions, paying dividends
and repurchasing our common shares.

 The following table presents a reconciliation of Operating income as reported to Adjusted operating income:

Year Ended December 31,

2017

2016

2015

 Operating income as reported

$
377,711

$
288,274

$
181,700

 Special items (pre-tax):

 Rationalization and asset impairment charges
(1)

6,590

—

19,958

 Loss on deconsolidation of Venezuelan subsidiary
(2)

—

34,348

—

 Venezuela remeasurement losses (3)

—

—

27,214

 Pension settlement charges (4)

8,150

—

142,738

 Acquisition transaction and integration costs
(5)

15,002

—

—

 Amortization of step up in value of acquired inventories (5)

4,578

—

—

 Bargain purchase gain (5)

(49,650
)

—

—

 Adjusted operating income

$
362,381

$
322,622

$
371,610

(1)
Charges in 2017 and 2015 consist of employee severance and other related costs, non-cash goodwill impairment charges and net non-cash asset
impairment charges.

(2)
Loss on deconsolidation of the Venezuelan subsidiary as of June 30, 2016.

(3)
Charges related to the adoption of a new foreign exchange mechanism in the period.

 Mr. Kevin J. Kuhar

June 15, 2018

  Page
 3

(4)
Charges consist of the following:

•

In 2017, charges related to lump sum pension payments.

•

In 2015, charges related to the purchase of a group annuity contract that settled a portion of the Company’s pension obligation in 2015.

(5)
Acquisition-related costs and a bargain purchase gain related to the Air Liquide Welding acquisition as discussed in Note 3 to the consolidated financial statements.

The following table presents the reconciliations of both Net income and Diluted earnings per share as reported
to Adjusted net income and Adjusted EBIT, and Diluted earnings per share as reported to Adjusted diluted earnings per share:

Year Ended December 31,

2017

2016

2015

 Net income as reported

$
247,503

$
198,399

$
127,478

 Special items (after-tax):

 Rationalization and asset impairment charges
(1)

6,590

—

19,958

 Loss on deconsolidation of Venezuelan subsidiary
(2)

—

34,348

—

 Venezuela remeasurement losses (3)

—

—

27,214

 Pension settlement charges (4)

8,150

—

142,738

 Acquisition transaction and integration costs
(5)

15,002

—

—

 Amortization of step up in value of acquired inventories (5)

4,578

—

—

 Bargain purchase gain (5)

(49,650
)

—

—

 Income tax valuation reversal
(6)

(7,196
)

 Net impact of U.S. Tax Act (7)

28,616

 Tax effect of Special items (6)

20,536

(8,293
)

(57,204
)

 Adjusted net income

$
252,709

$
224,454

$
260,184

 Non-controlling interest

(28
)

(26
)

(66
)

 Interest expense, net

19,432

16,987

19,110

 Income taxes as reported

118,761

79,015

42,375

 Tax effect of Special items (6)

(20,536
)

8,293

57,204

 Adjusted EBIT

$
370,338

$
328,723

$
378,807

 Diluted earnings per share as reported

$
3.71

$
2.91

$
1.70

 Special items per share

0.08

0.38

1.78

 Adjusted diluted earnings per share

$
3.79

$
3.29

$
3.48

(1)
Charges in 2017 and 2015 consist of employee severance and other related costs, non-cash goodwill impairment charges and net non-cash asset
impairment charges.

(2)
Loss on deconsolidation of the Venezuelan subsidiary as of June 30, 2016.

(3)
Charges related to the adoption of a new foreign exchange mechanism in the period.

(4)
Charges consist of the following:

•

In 2017, charges related to lump sum pension payments.

•

In 2015, charges related to the purchase of a group annuity contract that settled a portion of the Company’s pension obligation in 2015.

 Mr. Kevin J. Kuhar

June 15, 2018

  Page
 4

(5)
Acquisition-related costs and a bargain purchase gain related to the Air Liquide Welding acquisition as discussed in Note 3 to the consolidated financial statements.

(6)
Tax benefit related to the reversal of an income tax valuation allowance as a result of a legal entity change.

(7)
Charges related to the net impact of the U.S. Tax Act and foreign withholding taxes.

(6)
Includes the net tax impact of Special items recorded during the respective periods, including the following:

•

In 2017, net impact of the U.S. Tax Act of $28,616.

•

In 2016, tax benefit related to the reversal of an income tax valuation allowance as a result of a legal entity change of $7,196.

The tax effect for 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.

Note 3 – Acquisitions, page F-16

3.
You recognized a bargain purchase gain of $49.7 million on the $135.1 million acquisition of Air Liquide Welding. Describe to us, in sufficient detail, the reassessment you performed pursuant to ASC 805-30-25-4 before recognizing the gain on bargain purchase.

Response #3 - We respectfully acknowledge the Staff’s comment and acknowledge that ASC 805-30-25-4 requires that if a bargain purchase is initially identified, the acquirer should reassess whether all of the assets acquired and liabilities assumed have
been identified and recognized, including any additional assets and liabilities not previously identified or recognized in the acquisition accounting. In accordance with ASC 805-30-30-5, the acquirer should also review the procedures used to measure the following items:

•

Identifiable assets acquired and liabilities assumed;

•

Noncontrolling interest in the acquiree, if any;

•

Acquirer’s previously held equity interest in the acquiree, if any; and

•

Consideration transferred.

 The Company recognizes the unique nature of a bargain purchase gain and, as a
result, spent a considerable amount of time and resources ensuring the accuracy of the accounting regarding the Air Liquide Welding acquisition. The Company believes that the bargain purchase gain was primarily the result of the divestiture by Air
Liquide of its welding business, which was outside Air Liquide’s core business, as part of an overall repositioning of its core business. The agreed upon purchase price reflected the fact that a buyer would need to incur significant costs post
acquisition on future integration initiatives in order to achieve commercial and operational synergies.

 The Company considered the guidance within ASC 805-30-30-5 to ensure that valuation inputs and assumptions were reasonable and supportable. The Company engaged a third-party expert
with relevant knowledge and experience to assist in the identification and determination of acquired assets and liabilities. Fair values were determined using acceptable and common valuation methodologies. The Company gave additional scrutiny to
those assumptions requiring a higher degree of judgement and subjectivity. Key considerations included the following:

•

There were no aspects of the transaction that needed to be accounted for separately from the business combination;

•

Tangible assets, as well as accounts receivable and accounts payable, were all recorded at fair value;

 Mr. Kevin J. Kuhar

June 15, 2018

  Page
 5

•

Assumptions utilized and conclusions reached regarding the fair value of intangible assets, including the indefinite lived intangible tradename, were deemed appropriate for the facts and circumstances;

•

Pre-acquisition contingencies, including legal and environmental contingences, were thoroughly evaluated;

•

Assumed pension obligations were measured in accordance with U.S. GAAP and reasonable assumptions were applied;

•

Leases were evaluated for any off-market components; and

•

Conclusions reached with respect to the accounting for acquired or assumed deferred taxes were appropriate and included proper analysis of valuation allowances and reserves for uncertain tax positions.

 Based on the reassessment as described above, the resulting gain represents management’s best estimate of the economic effect of the
transaction based on all information that existed as of the acquisition date. The Company believes that it considered all information available as of the acquisition date to measure the fair value for the identifiable assets acquired and liabilities
assumed and the consideration transferred.

 Note 5 – Segment Information, page F-19

4. We note the line item “special items charge (gain)” in the tabular reconciliation of segment profit as well as the explanatory footnotes
included. Please revise your presentation in future filings to quantify by segment the charges described in the footnotes.

 Response #4 - We
respectfully acknowledge the Staff’s comment and will, in future filings, beginning with our Form 10-Q for the quarterly period ended June 30, 2018, revise this disclosure to address the Staff’s
comment by quantifying the charges described in the footnotes for each segment.

 * * * *

If you have any questions or would like further information concerning the foregoing, please do not hesitate to contact the undersigned at
(216) 481-8100. Thank you for your assistance.

Sincerely,

/s/ Vincent K. Petrella

Vincent K. Petrella

Executive Vice President, Chief Financial Officer and Treasurer

Lincoln Electric Holdings, Inc.

22801 St. Clair Avenue

Cleveland, Ohio 44117

cc:
Lynn Dicker

Eric Atallah

Mail Stop 3030
June 4 , 2018

Via E -mail
Vincent K. Petrella
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, 2017
Filed February 27, 2018
File No.  000-01402

Dear  Mr. Petrella :

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
informa tion 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, 2017

Item7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Adjusted Earnings Before Interest and Income Taxes (“Adjusted EBIT”) , page 21

1. We note the tabular presentation of consolidated Adjusted EB IT and that amount as a
percentage of total sales on page 21.   Please revise future filings to include all of the
disclosures required by Item 10(e) of Regulation S -K for these non -GAAP
measures .  Refer to Qu estion 104.04 of the Non -GAAP Financial Measures Compliance
and Disclosure Interpretations.

Vincent K. Petrella
Lincoln Electric Holdings, Inc.
June 4 , 2018
Page 2

 Non-GAAP Financial Measures, page 22

2. Your presentation of adjusted net income presents special items on an after -tax
basis.   Please revise future filings and earnings releases to present the income tax effects
of your non -GAAP adjustments as a separate adjustment and clearly explain how it wa s
calculated.   Refer to Question 102.11 of the Non -GAAP Financial Measures Compliance
and Disclosure Interpretations.

Notes to Consolidated Financial Statements

Note 3 – Acquisitions, page F -16

3. You recognized a bargain purchase gain of $49.7 million on the $135.1 million
acquisition of Air Liquide Welding.   Describe to us, in sufficient detail, the reassessment
you performed pursuant to ASC 805 -30-25-4 before recognizing the gain on bargain
purchase.

Note 5 – Segment Information, page F -19

4. We note the line item “special items charge (gain)” in the tabular reconciliation of
segment profit as well as the explanatory footnotes included.   Please revise your
presentation in future filings to quantify by segment the charges described in the
footnotes.

We rem ind 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 Eric Atallah  at (202) 551 -3663 or Lynn Dicker, Senior Accountant , at
(202) 551 -3616 with any questions.  You may also reach me at (202) 551 -3662.

Sincerely,

/s/ Lynn Dicker for

Kevin J. Kuhar
Accounting Branch Chief
Office of Electronics and Machinery

June 17, 2010

 Mr. Vincent K. Petrella Senior Vice President, Chief Fi nancial Officer and Treasurer
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, 2009   Filed February 22, 2010
File No. 000-1402
   Dear Mr. Petrella:
We have completed our review of your fili ngs and do not have any further comments at
this time.
Sincerely,

Jeff Jaramillo
Accounting Branch Chief

CORRESP
1
filename1.htm

SEC Response Letter

 Lincoln Electric Holdings, Inc.

22801 St. Clair Avenue

Cleveland, Ohio 44117

May 12, 2010

 Mr. Jay Webb

 Reviewing Accountant

 United States
Securities and Exchange Commission

 Division of Corporate Finance, Mail Stop 3030

100 F Street, N.E.

 Washington, DC 20549-6010

Attention:

Geoff Kruczek

Jay Mumford

Julie Sherman

RE:

Lincoln Electric Holdings, Inc.

Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2009

Filed February 22, 2010

File No. 000-1402

 Dear Mr. Webb,

In connection with the Staff’s review of our Annual Report on Form 10-K for the year ended December 31, 2009, we have the following responses
for your consideration. For ease of reference, the text of the Staff’s comments is set forth followed by our response.

 SEC Comment
1:  (Customers, page 2)

 Please ensure that your disclosure in applicable future filings consistently and clearly
addresses the extent to which your business, including each segment, is seasonal. In this regard, you state on page 3 that your “business is not seasonal,” which appears to be inconsistent with managements’ statement in your
4th quarter earnings call that “typically our
fourth-quarter sales are considerably weaker than our third quarter.” Please refer to Items 101(c)(1)(v) of Regulation S-K and, as applicable to future filings, Instruction 5 to Item 303 (b) of Regulation S-K.

Response 1: We acknowledge the Staff’s comment and will discuss the seasonal aspects of our business in future filings to the extent
applicable.

 SEC Comment 2:  (Item 7. Management’s Discussion and Analysis…, page 13, 2009 Compared to
2008, page 15)

 In applicable future filings, please expand the comparative disclosure you provide regarding your results of
operation to explain the reasons underlying the changes you note. For example, in future filings, please expand to disclose the causes for the increases or decreases to price and volume. For

example, did prices and volume decrease as a result of decreased demand? Did you implement price increases for your products and, if so, what impact did those increase have?

Response 2: We acknowledge the Staff’s comment and will expand future disclosures in Results of Operations for Item 7. Management’s
Discussion and Analysis of Financial Condition and Results of Operations to explain the reasons underlying changes that we note, including the causes for the increases or decreases to price and volume, such as changes in demand and changes to
product pricing.

 SEC Comment 3:   (Item 10. Directors, Executive Officers and Corporate Governance, page 35)

 We note the statement on page 21 of your definitive proxy statement that you have satisfied disclosure requirements regarding amendments and
waivers from your Code of Corporate Conduct and Ethics by posting such information on your website. Please tell us how you satisfied the disclosure requirements you mention. Provide us with copies of the material you posted.

Response 3:   We have not granted any waivers from any provision of our Code of Corporate Conduct and Ethics (“Code of
Conduct”) that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, that relates to any element of the code of ethics definition as set
forth in Item 406(b) of Regulation S-K. We amended and restated our Code of Conduct in August 2007 to provide for certain organizational changes relating to our corporate compliance program (namely, the addition of a Director of Compliance).
Additionally, in the fall of 2009, we updated the design and style of our Code of Conduct documentation. In each case, the amended and restated Code of Conduct was promptly posted on the Company’s website. Other than the amended and restated
Code of Conduct, there was no other material posted or required to be posted on the Company’s website in connection with the amendments. Per your request, please find attached our current Code of Conduct, in English, as made available on the
Company’s website.

 SEC Comment 4:   (Item 11. Executive Compensation, page 35)

We note the disclosure on pages 30 and 31 of your definitive proxy statement regarding the services provided by and fees paid to Towers Watson. Please
tell us, and revise future filings to clarify, whether the decision to engage Towers Watson for the “additional services” was made or recommended by management.

Response 4: The decision to engage Towers Watson for services other than executive compensation services was recommended by management and
reviewed and approved by the Compensation and Executive Development Committee of the Board (the “Committee”).

 SEC Comment
5:   (Item 11. Executive Compensation, page 35)

 Your disclosure on page 31 of your definitive proxy statement that
Towers Watson “will continue” to provide executive compensation and other services to management implies that it provided such services during 2009. If so, please tell us and revise future filings to clarify why the services provided to
management and fees paid for those services are not included in your disclosure. Refer to Item 407(e)(3)(iii) of Regulation S-K.

 2

 Response 5:    We have provided the information noted above on page 31 of the
Company’s 2010 definitive proxy statement. The Company paid Towers Watson $481,344 for non-executive compensation services and $239,910 for executive compensation services for 2009.

SEC Comment 6: (Financial Statements, page F-1, Report of Independent Registered Public Accounting Firm, page F-1)

We note that your auditors’ reports on both your financial statements and internal control over financial reporting did not indicate the location of
the audit firm that performed the audit. Please amend your December 31, 2009 Form 10-K to include auditor reports that indicate the city and state where the reports were issued. Refer to the guidance at Rule 2-02(a) of Regulation S-X.

 Response 6: We acknowledge the Staff’s comment and will ensure that our auditor’s reports include the city and state of
issuance in future filings. The city and state were inadvertently omitted from the final draft of the auditor’s reports. We respectfully request to make this correction in future filings and to not amend our December 31, 2009 Form 10-K.

 SEC Comment 7: (Notes to Consolidated Financial Statements, page F-8, Note 1 – Significant Accounting Policies, page
F-8, Revenue Recognition, page F-11)

 We see your disclosure that revenue is recognized when the risks and rewards of ownership and title
to the product have transferred to the customer and in accordance with shipping terms, which is generally at the point of shipment. Please tell us and expand future filings, including any amendments, to describe your revenue recognition policy in
greater detail. For example, to the extent that your policies differ among customer categories and among the various marketing venues used by the Company, i.e. distributors and reseller, please include a detail discussion of such policies in this
footnote. Also, if your revenue recognition policies vary in different parts of the world those policies should be discussed. Finally, provide details of discounts, return policies, post shipment obligations, customer acceptance, warranties,
credits, rebates, and price protection or similar privileges and how they impact revenue recognition.

 Response 7: Revenue is
recognized when the risks and rewards of ownership and title to the product have transferred to the customer and in accordance with shipping terms, which is generally at the point of shipment. We also utilize other shipping terms that result in the
transfer of title at other points in the delivery process. In these cases, revenue is also recognized when title has transferred (e.g., customer destination). This policy applies to approximately 98% of our consolidated Net sales and is consistent
for all customers and marketing venues around the world.

 Customers and Marketing Venues - The Company’s products are sold in both
domestic and international markets. In North America, products are sold principally through industrial distributors, retailers and also directly to users of welding products. Outside of North America, 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. For all customer categories and marketing venues, revenue is recognized when the risks
and rewards of ownership and title to the product have transferred to the customer and in accordance with shipping terms, which is generally at the point of shipment. The Company’s revenue recognition policies are consistent around the world.

 3

 Discounts - Product pricing is generally based on standard price lists. Where discounts off of list price
are authorized, such discounts are recognized as a reduction of Sales to arrive at Net sales at the time revenue is recognized.

 Return
Policies - Product returns, in accordance with established return policies, are recorded as a reduction of Sales to arrive at Net sales as transactions occur. In addition, we perform calculations of estimated sales returns based on historical sales
return experience in relation to sales. Based on this experience, we believe future sales returns can be reasonably estimated. Accordingly, we believe it is appropriate to make estimates of expected sales returns and accrue for such estimates as
sales returns allowances. Sales returns allowances are recognized as a reduction of Sales to arrive at Net sales at the time revenue is recognized.

Post Shipment Obligations - The Company’s primary post shipment obligations are product warranty claims. The costs of warranty claims are estimated
based on historical data and recognized at the time revenue is recognized. In certain limited situations we provide installation and training services that occur after we ship our product to the customer. Revenue recognition for these orders, which
accounted for approximately 1% of Net sales in 2009, occurs when customer acceptance is obtained.

 Customer Acceptance - As noted above, in
certain limited situations we provide installation and training services that occur after we ship our product to the customer. We recognize revenue for these orders upon customer acceptance which occurs after installation and training have been
completed. The revenue from these orders accounted for approximately 1% of Net sales in 2009.

 Warranties - As disclosed in Note 1 -
Significant Accounting Policies, on page F-11, we accrue for product warranty claims costs based on historical warranty experience in relation to sales. Warranty costs are charged to Cost of goods sold at the time the related revenue is recognized
and do not affect revenue recognition.

 Credits - Sales credits may be offered to customers to settle customer disputes and other possible
issues that arise from time to time. Similar to product returns noted above, actual customer sales credits are recorded as a reduction of Sales to arrive at Net sales as transactions occur. In addition, customer sales credits are estimated based on
historical customer sales credits experience in relation to sales. Based on this experience, we believe future customer sales credits can be reasonably estimated. Accordingly, we believe it is appropriate to make estimates of expected customer sales
credits and accrue for such estimates. Customer sales credits are included in sales returns allowances and are recognized as a reduction of Sales to arrive at Net sales at the time the related revenue is recognized.

Rebates - From time to time, we may offer rebates and incentive programs to our customers. The estimated costs of our rebates and incentive programs are
recognized over the program period based on actual sales and are recorded as a reduction of Sales to arrive at Net sales. Historical sales volumes and our experience with previous rebates and incentive programs give us a reasonable basis for
recording the estimated costs of the rebates and incentive programs at the time revenue is recognized.

 4

 Price Protection - We do not offer price protection or similar privileges to our customers.

Acknowledging the Staff’s comment, we propose to expand our revenue recognition policy discussion in future filings as follows:

“The Company recognizes revenue when the risks and rewards of ownership and title to the product have transferred to the customer which generally
occurs at point of shipment. The Company recognizes any discounts, credits, returns, rebates and incentive programs based on reasonable estimates as a reduction of Sales to arrive at Net sales at the same time the related revenue is recorded.”

 SEC Comment 8:  (Notes to Consolidated Financial Statements, page F-8, Note 1 – Significant Accounting
Policies, page F-8, Revenue Recognition, page F-11)

 In this regard, we noted on page 2 that you are both a manufacturer and reseller of
welding and cutting products. Please explain your related revenue recognition policies separately for those products that you manufacture and those that you resell and the impact on your accounting and presentation for revenues of reselling vs.
manufacturing transactions.

 Response 8: There is no difference in the revenue recognition policies for our manufactured versus
reseller products. The information provided in response 7 above applies to both manufactured and reseller products.

 SEC Comment
9:  (Note 3 – Segment Information, page F-17)

 We see that you present EBIT and EBIT, as adjusted for Special
Items as part of your table. Please tell us why you believe this presentation complies with the guidance in Item 10(e) of Regulation S-K and Question 102.09 of the Staff’s Non-GAAP Financial Measures Compliance and Disclosure
Interpretations dated January 15, 2010.

 Response 9: We believe that our disclosure of EBIT, as adjusted and EBIT in Note 3 of our
December 31, 2009 Form 10-K is in accordance with Accounting Standards Codification (“ASC”) 280, Segment Reporting. ASC 280-10-50-22 states that “A public entity shall report a measure of profit or loss and total assets for each
reportable segment.” ASC 280-10-50-30.b requires a reconciliation of “The total of the reportable segments’ measures of profit or loss to the public entity's consolidated income before income taxes, extraordinary items, and
discontinued operations.”

 Question 104.01 of the Staff’s Non-GAAP Financial Measures Compliance & Discussion
Interpretations, dated January 15, 2010, clarifies that “Non-GAAP financial measures do not include financial measures that are required to be disclosed by GAAP. Exchange Act Release No. 47226 lists “measures of profit or loss
and total assets for each segment required to be disclosed in accordance with GAAP” as examples of such measures.”

 5

 SEC Comment 10:  (Note 4 – Rationalization and Asset Impairments, page
F-21)

 We see your disclosure that the fair values of impaired long lived assets were determined primarily by third party appraisal.
Please tell us and revise future filings, including any amendments, to clarify the nature and extent of the third party appraiser’s involvement and management’s reliance on the work of the independent appraisers. Please refer to Question
141.02 of the Compliance and Disclosure Interpretations on Securities Act Sections, which can be found at http://www.sec.gov/divisions/corpfin/guidance/sasinterp.htm and which would be applicable to the extent your Form 10-K is incorporated
by reference into any registration statement.

 Response 10: We considered the values obtained from an independent appraiser in
determining the fair value of impaired long-lived assets. We, not the appraiser, are responsible for estimating fair value. As such, we will not refer to independent appraisals used in estimati

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3030
April 29, 2010
  VIA U.S. MAIL AND FAX (216) 486-1751

 Mr. Vincent K. Petrella Senior Vice President, Chief Fi nancial Officer and Treasurer
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, 2009
  Filed February 22, 2010
File No. 000-1402
Dear Mr. Petrella:
We have reviewed your filings and have the following comments.  Where
indicated, we think you should re vise your documents in response to these comments.  If
you disagree, we will consider your explanation as to why our comments are inapplicable
or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. Vincent Petrella
Lincoln Electric Holdings, Inc.
April 29, 2010 Page 2  Form 10-K for the year ended December 31, 2009

 Customers, page 2

1. Please ensure that your disclosure in applicab le future filings cons istently and clearly
addresses the extent to which your business, including each segm ent, is seasonal.  In this
regard, you state on page 3 that your “busine ss is not seasonal,” which appears to be
inconsistent with managements’ statement in  your 4th quarter earnings call that “typically
our fourth-quarter sales are c onsiderably weaker than our th ird quarter.”  Please refer to
Items 101(c)(1)(v) of Regulation S-K and, as app licable to future filings, Instruction 5 to
Item 303(b) of Regulation S-K.
 Item 7.  Management’s Discussion and Analysis . . ., page 13

 2009 Compared to 2008, page 15

2. In applicable future filings, please expand the comparative disclosure you provide regarding your results of operation to explain the reas ons underlying the changes you
note.  For example, in future filings, please expand to disclose the causes for the increases or decreases to price and volume.  For ex ample, did prices and volume decrease as a
result of decreased demand?  Did you implem ent price increases fo r your products and, if
so, what impact did those increase have?
 Item 10.  Directors, Executive Officer s and Corporate Governance, page 35

3. We note the statement on page 21 of your definitive proxy statement that you have
satisfied disclosure requirements regarding amendments and waivers from your Code of
Corporate Conduct and Ethics by posting such  information on your website.  Please tell
us how you satisfied the disclosure requirement s you mention.  Provide us with copies of
the material you posted.

Item 11. Executive Compensation, page 35

4. We note the disclosure on pages 30 and 31 of  your definitive proxy statement regarding
the services provided by and fees paid to Towers Watson.  Please tell us, and revise
future filings to clarify, whether the decision to engage Towers Watson for the
“additional services” was made or recommended by management.

5. Your disclosure on page 31 of your definitiv e proxy statement that Towers Watson “will
continue” to provide executive compensation and other services to management implies
that it provided such services during 2009.  If s o, please tell us and revise future filings to
clarify why the services provided to management  and fees paid for those services are not
included in your disclosure.  Refer to Item  407(e)(3)(iii) of Regulation S-K.

Mr. Vincent Petrella
Lincoln Electric Holdings, Inc.
April 29, 2010 Page 3  Financial Statements, page F-1

 Report of Independent Registered Public Accounting Firm, page F-1

6. We note that your auditors’ reports on both your  financial statements and internal control
over financial reporting did not indicate the lo cation of the audit firm  that performed the
audit.  Please amend your December 31, 2009 Form 10-K to include auditor reports that indicate the city and state wher e the reports were issued.  Refer to the guidance at Rule 2-
02(a) of Regulation S-X.

 Notes to Consolidated Financial Statements, page F-8

 Note 1 – Significant Accounting Policies, page F-8

 Revenue Recognition, page F-11

7. We see your disclosure that revenue is r ecognized when the risks and rewards of
ownership and title to the product have tran sferred to the custom er and in accordance
with shipping terms, which is generally at  the point of shipment. Please tell us and
expand future filings, including any amendmen ts, to describe your revenue recognition
policy in greater detail.  For example, to  the extent that your policies differ among
customer categories and among the various ma rketing venues used by the Company, i.e.
distributors and reseller, pleas e include a detail discussion of such policies in this
footnote. Also, if your revenue recognition polic ies vary in different parts of the world
those policies should be discusse d.  Finally, provide details of  discounts, return policies,
post shipment obligations, customer acceptance,  warranties, credits, rebates, and price
protection or similar privileges and how they impact revenue recognition.

8. In this regard, we noted on page 2 that you are both a manufacturer and reseller of
welding and cutting products. Please explain your related revenue recognition policies
separately for those products that you manufacture and those th at you resell and the
impact on your accounting and presentation for revenues of reselling vs. manufacturing
transactions.
 Note 3 – Segment Information, page F-17

9. We see that you present EBIT and EBIT, as ad justed for Special Items as part of your
table. Please tell us why you believe this pres entation complies with th e guidance in Item
10(e) of Regulation S-K and Question 102.09 of the Staff’s Non-GAAP Financial
Measures Compliance and Disclosure In terpretations dated January 15, 2010.

Mr. Vincent Petrella
Lincoln Electric Holdings, Inc.
April 29, 2010 Page 4  Note 4 – Rationalization and A sset Impairments, page F-21

10. We see your disclosure that the fair values of  impaired long lived assets were determined
primarily by third party appraisal. Please tell us and revise future filings, including any amendments, to clarify the nature and extent  of the third party appraiser’s involvement
and management’s reliance on the work of th e independent appraisers.  Please refer to
Question 141.02 of the Compliance and Disclo sure Interpretations on Securities Act
Sections, which can be found at
http://www.sec.gov/divisions/cor pfin/guidance/sasinterp.htm  and which would be
applicable to the extent your Form 10-K is incorporated by referen ce into any registration
statement.

Note 8 – Retirement Annuity and Guarant eed Continuous Employment Plans, page F-27

11. We note that your “amortization of net loss” component of pension costs was
approximately $25 million in fiscal 2009, which is a significant increase from fiscal
2008.  Please tell us why there was such a significant increase in  the current year
amortization and revise future filings to e xplain any significant ch anges in your pension
costs
 Certifications, Exhibit 31

12. In future filings, including any amendments, please revise the certifications to present
them in the exact form as set forth in Item  601(b)(31) of Regulation S-K.  For example,
remove the title of the certifying officer from the first sentence.  Also remove the name of the registrant from the same sentence since it is already included in paragraph 1 of the
certification.

As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response.  You may wish to
provide us with marked copies of the amendm ent to expedite our review.  Please furnish
a cover letter that keys your responses to our comments and provides any requested
information.  Detailed cover le tters greatly facilitate our re view.  Please understand that
we may have additional comments after re viewing your responses to our comments.
  We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

Mr. Vincent Petrella
Lincoln Electric Holdings, Inc. April 29, 2010 Page 5
  In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:  ‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
 ‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
 ‚ the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

 You may contact Julie Sherma n, Staff Accountant, at (202)  551-3640 or me at (202) 551-
3603 if you have any questions regarding commen ts on the financial statements and related
matters.  Please contact Geo ff Kruczek, Staff Attorney, at (202) 551-3641 or Jay Mumford,
Reviewing Attorney, at (202) 551- 3637 if you have questions on any other comments.  In this
regard, do not hesitate to contact Jeff Jaram illo, Accounting Branch Ch ief, at (202) 551-3212.
          S i n c e r e l y ,                     J a y  W e b b          Reviewing Accountant