8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 26, 2007

LINCOLN ELECTRIC HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

0-1402
(Commission File Number)

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

22801 St Clair Avenue
Cleveland, Ohio 44117
(Address of principal executive offices, with zip code)

(216) 481-8100
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On April 26, 2007, Lincoln Electric Holdings, Inc. (the “Company”) issued a press release reporting its financial results for the quarter-ended March 31, 2007. A copy of the Company’s press release issued on April 26, 2007 is attached hereto as Exhibit 99.1 and incorporated herein by reference. The press release is also available through the Company’s website at www.lincolnelectric.com. The information in this Current Report on Form 8-K, including the Exhibit, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.

Item 9.01 Financial Statements and Exhibits.

     (d) Exhibits

     99.1 The Company’s press release dated April 26, 2007.

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 hereunto duly authorized.

	LINCOLN ELECTRIC HOLDINGS, INC.
Date: April 26, 2007	By:	/s/ Vincent K. Petrella
		Vincent K. Petrella
		Senior Vice President, Chief Financial Officer and Treasurer

LINCOLN ELECTRIC HOLDINGS, INC.

INDEX TO EXHIBITS

Exhibit No.	Exhibit
99.1	The Company’s press release dated April 26, 2007.

EX-99.1

EXHIBIT 99.1	Contact: Roy L. Morrow (216) 383-4893
	Roy_Morrow@lincolnelectric.com

LINCOLN ELECTRIC REPORTS
2007 FIRST QUARTER FINANCIAL RESULTS

• First Quarter sales increase 17% to $549.0 million

• First Quarter operating income increases 30%

• Excluding non-recurring items, First Quarter operating income increases 29%

• First Quarter net income increases 31% to $48.0 million

• Excluding non-recurring items, First Quarter adjusted net income increases 28% to $48.4 million

• Diluted Earnings Per Share for the quarter of $1.11 vs. $0.86, up 29%

• Excluding non-recurring items, Diluted Earnings Per Share for the quarter of $1.12 vs. $0.88, up 27%

     CLEVELAND, Ohio, U.S.A., April 26, 2007 — Lincoln Electric Holdings, Inc. (the “Company”) (NASDAQ: LECO) today reported that 2007 first quarter net income increased 31% to $48.0 million, or $1.11 per diluted share, on sales of $549.0 million, an increase of 17%. Net income in the comparable period of 2006 was $36.7 million, or $0.86 per diluted share, on net sales of $468.4 million. Operating income for the 2007 first quarter increased 30% to $68.3 million from $52.3 million in the comparable 2006 period. Net income for the 2007 and 2006 first quarters include charges of $0.4 million ($0.4 million after-tax, or $0.01 per diluted share) and $1.0 million ($1.0 million after-tax, or $0.02 per diluted share), respectively, related to European rationalization actions. Excluding non-recurring items, adjusted net income increased 28% to $48.4 million, or $1.12 per diluted share in 2007 compared to $37.8 million or $0.88 per diluted share in 2006. The 2007 first quarter effective tax rate was 30.4% compared with 29.2% in the 2006 first quarter.

     “I am pleased to report excellent sales and profit results for the first quarter,” said John M. Stropki, Chairman and Chief Executive Officer. “Our broad, global positioning and expanded product line have allowed us to weather some economic softening in certain markets while capitalizing on the strength and growth of others. We continue to stay very focused in executing our strategies across our regional businesses, which include market share growth, offering value-added products and services and operational excellence.”

     Sales for the Company’s North American operations were $345.7 million in the quarter versus $320.2 million in the comparable quarter last year, an increase of 8%. Export sales in the quarter increased 55% to $47.5 million from $30.7 million in 2006.

     Sales at Lincoln subsidiaries outside North America increased to $203.3 million in the first quarter, compared with $148.2 million in the year ago quarter. In local currencies, international subsidiaries’ sales increased 22%.

     Net cash provided by operating activities was $42.3 million for the first three months of 2007, compared with $29.6 million for the first three months of 2006. During the first quarter 2007 the Company repaid $40.0 million of outstanding debt under its Senior Unsecured Notes and paid $9.4 million in dividends. The Company’s Board of Directors declared a quarterly cash dividend of $0.22, which was paid on April 13, 2007 to holders of record as of March 30, 2007.

-more-

Lincoln Electric Reports 2007 First Quarter Financial Results      -2-

     Lincoln Electric is the world leader in the design, development and manufacture of arc welding products, robotic arc-welding systems, plasma and oxyfuel cutting equipment and has a leading global position in the brazing and soldering alloys market. Headquartered in Cleveland, Ohio, Lincoln has 35 manufacturing locations, including operations, manufacturing alliances and joint ventures in 19 countries and a worldwide network of distributors and sales offices covering more than 160 countries. For more information about Lincoln Electric, its products and services, visit the Company’s Website at http://www.lincolnelectric.com.

     The Company’s expectations and beliefs concerning the future contained in this news release 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. 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: the effectiveness of operating initiatives; currency exchange and interest rates; adverse outcome of pending or potential litigation; possible acquisitions; market risks and price fluctuations related to the purchase of commodities and energy; global regulatory complexity; and the possible effects of international terrorism and hostilities on the Company or its customers, suppliers and the economy in general. For additional discussion, see “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006.

     A conference call to discuss first quarter 2007 results is scheduled for today, Thursday, April 26, 2007 at 10:00 a.m. Eastern Time. An audio webcast of the call is accessible through the Investor page on the Company’s Web site at http://www.lincolnelectric.com.

     The Annual Meeting of Shareholders of Lincoln Electric Holdings, Inc. will be held at 11:30 a.m. on Friday, April 27, 2007 at the Marriot Cleveland East, Warrensville Heights, Ohio.

#2007-0426#

Lincoln Electric Holdings, Inc.
Financial Highlights
(amounts in thousands, except per share data)
(Unaudited)

Consolidated Statements of Income

	Three Months Ended March 31,												Fav (Unfav) to Prior Year
	2007			% of Sales			2006			% of Sales			$			%
Net sales	$	549,043			100.0	%	$	468,394			100.0	%	$	80,649			17.2	%
Cost of goods sold		390,827			71.2	%		338,328			72.2	%		(52,499	)		(15.5	%)
Gross profit		158,216			28.8	%		130,066			27.8	%		28,150			21.6	%
Selling, general & administrative expenses		89,520			16.3	%		76,671			16.4	%		(12,849	)		(16.8	%)
Rationalization charges		396			0.1	%		1,049			0.2	%		653			62.2	%
Operating income		68,300			12.4	%		52,346			11.2	%		15,954			30.5	%
Interest income		1,450			0.3	%		1,194			0.2	%		256			21.4	%
Equity earnings in affiliates		1,478			0.3	%		364			0.1	%		1,114			306.0	%
Other income		464			0.1	%		373			0.1	%		91			24.4	%
Interest expense		(2,727	)		(0.5	%)		(2,401	)		(0.5	%)		(326	)		(13.6	%)
Income before income taxes		68,965			12.6	%		51,876			11.1	%		17,089			32.9	%
Income taxes		20,965			3.8	%		15,127			3.2	%		(5,838	)		(38.6	%)
Net income (1)	$	48,000			8.8	%	$	36,749			7.9	%	$	11,251			30.6	%

Reconciliation of Net Income as Reported to Adjusted
Net Income Excluding Non-recurring Items:

	Three Months Ended March 31,				Change
	2007		2006		$			%
Net income as reported (1)	$	48,000	$	36,749	$	11,251			30.6	%
Non-recurring items:
European rationalization charges (after-tax)		396		1,049		(653	)		(62.2	%)
Adjusted net income excluding non-recurring items (2)	$	48,396	$	37,798	$	10,598			28.0	%
Basic earnings per share	$	1.12	$	0.87	$	0.25			28.7	%
Non-recurring items (1)		0.01		0.02		(0.01	)		(50.0	%)
Basic earnings per share excluding non-recurring items (2)	$	1.13	$	0.89	$	0.24			27.0	%
Diluted earnings per share	$	1.11	$	0.86	$	0.25			29.1	%
Non-recurring items (1)		0.01		0.02		(0.01	)		(50.0	%)
Diluted earnings per share excluding non-recurring items (2)	$	1.12	$	0.88	$	0.24			27.3	%
Weighted average shares (basic)		42,843		42,280
Weighted average shares (diluted)		43,349		42,718

(1)

Net income includes charges related to European rationalization actions of $396 ($396 after-tax) and $1,049 ($1,049 after-tax) for the three months ended March 31, 2007 and 2006, respectively.

(2)

Adjusted net income excluding non-recurring items and basic and diluted earnings per share excluding non-recurring items, non-GAAP financial measures, are presented as management believes these financial measures are important to investors to evaluate and compare the Company’s financial performance from period to period. Management uses this information in assessing and evaluating the Company’s underlying operating performance.

Lincoln Electric Holdings, Inc.
Financial Highlights
(amounts in thousands)
(Unaudited)

Balance Sheet Highlights

Selected Consolidated

     Balance Sheet Data

	March 31,		December 31,
	2007		2006
Cash and cash equivalents	$	94,536	$	120,212
Total current assets		864,383		829,410
Net property, plant and equipment		395,745		389,518
Total assets		1,451,958		1,394,579
Total current liabilities		320,840		338,288
Short-term debt		6,010		47,134
Long-term debt		114,368		113,965
Total shareholders’ equity		899,046		852,976

Net Operating Working Capital

	March 31,			December 31,
	2007			2006
Trade accounts receivable	$	337,560		$	298,993
Inventory		373,075			351,144
Trade accounts payable		159,090			142,264
Net operating working capital	$	551,545		$	507,873
Net operating working capital % to net sales		26.9	%		25.8	%

Total Debt

March 31,		December 31,
	2007		2006

Short-term debt	$	6,010		$	47,134
Long-term debt		114,368			113,965
Total debt		120,378			161,099
Equity		899,046			852,976
Total	$	1,019,424		$	1,014,075
Total debt/capitalization		11.8	%		15.9	%
Return on invested capital		20.2	%		19.9	%

Lincoln Electric Holdings, Inc.
Financial Highlights
(amounts in thousands, except per share data)
(Unaudited)

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Three Months Ended March 31,
	2007			2006
OPERATING ACTIVITIES:
Net income	$	48,000		$	36,749
Adjustments to reconcile net income to net cash provided by operating activities:
Rationalization charges		396			1,049
Depreciation and amortization		12,511			11,447
Equity earnings of affiliates, net		(1,134	)		67
Other non-cash items, net		(5,345	)		698
Changes in operating assets and liabilities net of effects from acquisitions:
Increase in accounts receivable		(35,734	)		(36,277	)
Increase in inventories		(18,116	)		(25,097	)
Increase in accounts payable		15,281			30,924
Contributions to pension plans		(5,178	)		(8,165	)
Increase in accrued pensions		290			4,426
Net change in other current assets and liabilities		29,021			15,401
Net change in other long-term assets and liabilities		2,351			(1,596	)
NET CASH PROVIDED BY OPERATING ACTIVITIES		42,343			29,626
INVESTING ACTIVITIES:
Capital expenditures		(15,724	)		(17,526	)
Acquisition of businesses, net of cash acquired		(4,362	)		—
Proceeds from sale of property, plant and equipment		73			124
NET CASH USED BY INVESTING ACTIVITIES		(20,013	)		(17,402	)
FINANCING ACTIVITIES:
Net change in borrowings		(41,720	)		(4,545	)
Proceeds from exercise of stock options		2,426			5,811
Tax benefit from the exercise of stock options		496			2,062
Cash dividends paid to shareholders		(9,403	)		(8,014	)
NET CASH USED BY FINANCING ACTIVITIES		(48,201	)		(4,686	)
Effect of exchange rate changes on cash and cash equivalents		195			511
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS		(25,676	)		8,049
Cash and cash equivalents at beginning of year		120,212			108,007
Cash and cash equivalents at end of period	$	94,536		$	116,056
Cash dividends paid per share	$	0.22		$	0.19