2004 annual report
who we are
focus
on
Lennox International (LII),
through our subsidiaries, is a
leading provider of climate
control solutions for the
heating, air conditioning, and
refrigeration markets around
the world. We have built our
business on a heritage of
integrity and innovation dating
back to 1895. The 15,000
employees who make up our
company are dedicated to
providing trusted brands,
innovative products,
unsurpassed quality, and
responsive service.
d
e
s
i
g
n
e
d
b
y
c
u
r
r
a
n
&
c
o
n
n
o
r
s
,
i
n
c
.
/
w
w
w.
c
u
r
r
a
n
-
c
o
n
n
o
r
s
.
c
o
m
www.lennoxinternational.com.
our subsidiaries, visit us at
Lennox International and
For more information on
972-497-5000
Richardson, TX 75080
2140 Lake Park Blvd.
Lennox International Inc.
Corporate Headquarters
2140 Lake Park Blvd.
Richardson, TX 75080
www.lennoxinternational.com
information, future events or otherwise.
ments, whether as a result of new
or revise any forward-looking state-
any intention or obligation to update
Exchange Commission. LII disclaims
able filings with the Securities and
Lennox International’s publicly avail-
these risks and uncertainties, see
statements. For information concerning
results to differ materially from such
uncertainties that could cause actual
are subject to numerous risks and
Reform Act of 1995. These statements
ing of the Private Securities Litigation
looking statements within the mean-
This annual report contains forward-
Forward-Looking Statements
by our board of directors.
dividend payments are determined
a year. The amount and timing of
has declared dividends four times
In recent years, Lennox International
Dividend Information
Dallas, TX
KPMG LLP
Independent Auditors
dialing 1-800-797-5603.
24 hours a day, 7 days a week by
account for automated information
LII stockholders can access their
07606-1915
South Hackensack, NJ
P.O. Box 3315
c/o Mellon Investor Services
Lennox International Inc.
inquiries should be directed to:
International’s Transfer Agent. All
Mellon Investor Services is Lennox
Transfer Agent and Registrar
Dallas, TX 75379-9900
P.O. Box 799900
Lennox International Investor Relations
charge, on written request to:
website or will be furnished, without
are available through our corporate
and Exchange Commission for 2004
other reports filed with the Securities
Inc. Annual Report (Form 10-K) and
A copy of the Lennox International
SEC Filings
Exchange since July 29, 1999.
traded on the New York Stock
is LII. The common stock of LII has
Lennox International’s trading symbol
Stock Exchange
e-mail: investor@lennoxintl.com
Phone: 972-497-6670
Vice President, Investor Relations
Bill Moltner
Lennox International should contact:
ested in obtaining information about
Investors and financial analysts inter-
Investor Inquiries
Richardson, TX 75083
Drive A and University Parkway
Southeast corner of
School of Management
University of Texas at Dallas
will be held at:
identification may attend. The meeting
local time. Any shareholder with proper
be held on April 15, 2005 at 9:00 a.m.
Our annual shareholders meeting will
Annual Meeting
Corporate Information
2004 annual report
who we are
focus
on
Lennox International (LII),
through our subsidiaries, is a
leading provider of climate
control solutions for the
heating, air conditioning, and
refrigeration markets around
the world. We have built our
business on a heritage of
integrity and innovation dating
back to 1895. The 15,000
employees who make up our
company are dedicated to
providing trusted brands,
innovative products,
unsurpassed quality, and
responsive service.
d
e
s
i
g
n
e
d
b
y
c
u
r
r
a
n
&
c
o
n
n
o
r
s
,
i
n
c
.
/
w
w
w.
c
u
r
r
a
n
-
c
o
n
n
o
r
s
.
c
o
m
www.lennoxinternational.com.
our subsidiaries, visit us at
Lennox International and
For more information on
972-497-5000
Richardson, TX 75080
2140 Lake Park Blvd.
Lennox International Inc.
Corporate Headquarters
2140 Lake Park Blvd.
Richardson, TX 75080
www.lennoxinternational.com
information, future events or otherwise.
ments, whether as a result of new
or revise any forward-looking state-
any intention or obligation to update
Exchange Commission. LII disclaims
able filings with the Securities and
Lennox International’s publicly avail-
these risks and uncertainties, see
statements. For information concerning
results to differ materially from such
uncertainties that could cause actual
are subject to numerous risks and
Reform Act of 1995. These statements
ing of the Private Securities Litigation
looking statements within the mean-
This annual report contains forward-
Forward-Looking Statements
by our board of directors.
dividend payments are determined
a year. The amount and timing of
has declared dividends four times
In recent years, Lennox International
Dividend Information
Dallas, TX
KPMG LLP
Independent Auditors
dialing 1-800-797-5603.
24 hours a day, 7 days a week by
account for automated information
LII stockholders can access their
07606-1915
South Hackensack, NJ
P.O. Box 3315
c/o Mellon Investor Services
Lennox International Inc.
inquiries should be directed to:
International’s Transfer Agent. All
Mellon Investor Services is Lennox
Transfer Agent and Registrar
Dallas, TX 75379-9900
P.O. Box 799900
Lennox International Investor Relations
charge, on written request to:
website or will be furnished, without
are available through our corporate
and Exchange Commission for 2004
other reports filed with the Securities
Inc. Annual Report (Form 10-K) and
A copy of the Lennox International
SEC Filings
Exchange since July 29, 1999.
traded on the New York Stock
is LII. The common stock of LII has
Lennox International’s trading symbol
Stock Exchange
e-mail: investor@lennoxintl.com
Phone: 972-497-6670
Vice President, Investor Relations
Bill Moltner
Lennox International should contact:
ested in obtaining information about
Investors and financial analysts inter-
Investor Inquiries
Richardson, TX 75083
Drive A and University Parkway
Southeast corner of
School of Management
University of Texas at Dallas
will be held at:
identification may attend. The meeting
local time. Any shareholder with proper
be held on April 15, 2005 at 9:00 a.m.
Our annual shareholders meeting will
Annual Meeting
Corporate Information
focus
on
three core businesses
financial highlights
FOR THE YEAR ENDING DECEMBER 31,
2004
2003
2002
2001
2000
(In millions, except per share data)
Statement of Operations Data
Net sales
$2,982.7
$2,789.9 $2,727.4 $2,802.7 $2,928.1
Operational (loss) income from continuing operations
(Loss) income from continuing operations
Diluted (loss) earnings per share from continuing operations
(36.6)
(93.5)
(1.56)
Net (loss) income
(134.4)
(Loss) income from discontinued operations, net of tax
Goodwill impairment, net of tax
Net income (loss), as adjusted
Diluted earnings (loss) per share, as adjusted
(40.9)
184.8
91.3
1.39
Dividends per share
0.385
Other Data
Capital expenditures
Research and development expenses
Balance Sheet Data
40.3
37.6
157.8
101.3
(7.3)
137.4
86.7
1.36
86.4
38.4
0.66
(203.5)
(0.3)
6.0
—
247.9
86.7
1.36
0.38
39.7
38.0
38.4
0.66
0.38
22.4
38.2
(46.6)
(0.83)
(40.6)
6.0
—
(46.6)
(0.83)
0.38
16.6
37.3
44.6
0.79
59.3
14.7
—
44.6
0.79
0.38
56.7
36.5
Total assets
1,518.6
1,720.1
1,510.9
1,793.4
2,051.4
2004 sales
Total debt
Stockholders’ equity
310.5
472.9
Residential
Commercial
Service Experts
Refrigeration
Eliminations
2004 Sales
(In millions of dollars)
-300
Heating & Cooling
Residential
Commercial
Service Experts
Refrigeration
Eliminations
0
300
600
900
1200
1500
2004 segment profit
379.9
362.3
517.8
577.7
433.6
654.0
Residential
Commercial
Service Experts
690.5
739.5
Refrigeration
Corprate & other
Eliminations
2004 Segment Profit
(In millions of dollars)
-100
-50
0
50
100
150
200
Heating & Cooling
Residential
Commercial
Service Experts
Refrigeration
Corporate & Other
Eliminations
-300
0
300
600
900
1,200
1,500
-100
-50
0
50
100
150
200
Heating & Cooling
Service Experts
Refrigeration
We are focused on
We are focused on
We are focused on
being a leading
being the company
being a leading
manufacturer and
consumers trust most
provider of commercial
marketer of heating
for their heating,
refrigeration systems in
and cooling equip-
cooling, and indoor
markets around the
ment that improves
indoor comfort. Our
air quality needs.
world. Our products
We operate dealer
are used for cold
product lines include
service centers in the
storage applications,
air conditioners,
United States and
primarily to preserve
furnaces, heat pumps,
Canada that sell,
food and other
commercial heating
install, maintain, and
perishables, in super-
and cooling systems,
service heating and
markets, convenience
hearth products, and
cooling equipment
a variety of indoor air
quality equipment.
for residential and
light commercial
applications.
stores, restaurants,
warehouses, and
distribution centers.
focus
on
three core businesses
financial highlights
FOR THE YEAR ENDING DECEMBER 31,
2004
2003
2002
2001
2000
(In millions, except per share data)
Statement of Operations Data
Net sales
$2,982.7
$2,789.9 $2,727.4 $2,802.7 $2,928.1
Operational (loss) income from continuing operations
(Loss) income from continuing operations
Diluted (loss) earnings per share from continuing operations
(36.6)
(93.5)
(1.56)
Net (loss) income
(134.4)
(Loss) income from discontinued operations, net of tax
Goodwill impairment, net of tax
Net income (loss), as adjusted
Diluted earnings (loss) per share, as adjusted
(40.9)
184.8
91.3
1.39
Dividends per share
0.385
Other Data
Capital expenditures
Research and development expenses
Balance Sheet Data
40.3
37.6
157.8
101.3
(7.3)
137.4
86.7
1.36
86.4
38.4
0.66
(203.5)
(0.3)
6.0
—
247.9
86.7
1.36
0.38
39.7
38.0
38.4
0.66
0.38
22.4
38.2
(46.6)
(0.83)
(40.6)
6.0
—
(46.6)
(0.83)
0.38
16.6
37.3
44.6
0.79
59.3
14.7
—
44.6
0.79
0.38
56.7
36.5
Total assets
1,518.6
1,720.1
1,510.9
1,793.4
2,051.4
2004 sales
Total debt
Stockholders’ equity
310.5
472.9
Residential
Commercial
Service Experts
Refrigeration
Eliminations
2004 Sales
(In millions of dollars)
-300
Heating & Cooling
Residential
Commercial
Service Experts
Refrigeration
Eliminations
0
300
600
900
1200
1500
2004 segment profit
379.9
362.3
517.8
577.7
433.6
654.0
Residential
Commercial
Service Experts
690.5
739.5
Refrigeration
Corprate & other
Eliminations
2004 Segment Profit
(In millions of dollars)
-100
-50
0
50
100
150
200
Heating & Cooling
Residential
Commercial
Service Experts
Refrigeration
Corporate & Other
Eliminations
-300
0
300
600
900
1,200
1,500
-100
-50
0
50
100
150
200
Heating & Cooling
Service Experts
Refrigeration
We are focused on
We are focused on
We are focused on
being a leading
being the company
being a leading
manufacturer and
consumers trust most
provider of commercial
marketer of heating
for their heating,
refrigeration systems in
and cooling equip-
cooling, and indoor
markets around the
ment that improves
indoor comfort. Our
air quality needs.
world. Our products
We operate dealer
are used for cold
product lines include
service centers in the
storage applications,
air conditioners,
United States and
primarily to preserve
furnaces, heat pumps,
Canada that sell,
food and other
commercial heating
install, maintain, and
perishables, in super-
and cooling systems,
service heating and
markets, convenience
hearth products, and
cooling equipment
a variety of indoor air
quality equipment.
for residential and
light commercial
applications.
stores, restaurants,
warehouses, and
distribution centers.
focus
on
commitment
1
To Our Shareholders
Lennox International looks back at 2004 as a successful year. We achieved
success despite challenges in the climate control markets we serve—dominated
by dramatic escalations in material costs, unfavorable cooling season weather,
and continuing stagnant demand in Europe. It was also another very good
year for LII shareholders, with our total return to shareholders exceeding 24%—
the fourth straight year our returns significantly surpassed the broader
market indices.
LII’s sales from continuing operations grew 7% in 2004 to $3.0 billion. We
achieved record earnings before goodwill impairment of $91 million, a 5%
increase from the prior year. Our $1.39 earnings per share, on the same basis,
was up 2%. In accordance with generally accepted accounting principles
(GAAP), including the after-tax $185 million non-cash goodwill impairment
charge the company recorded in the first quarter, LII reported a net loss
from continuing operations of $93 million, or $1.56 per share. We generated
cash from operating activities of continuing operations of $62 million and
invested $40 million in capital expenditures, providing free cash flow from
continuing operations of $22 million. We continued to strengthen our
balance sheet, reducing our total debt by $52 million, and are well positioned
to invest in growth opportunities.
We achieved success despite challenges in the
climate control markets we serve.
Our manufacturing business segments performed extremely well in 2004. They more
than offset $47 million in higher costs for steel, copper, aluminum and related
components through improved manufacturing efficiency, cost reduction programs,
and timely price increases. Despite cool summer weather that depressed
replacement sales opportunities, our Residential Heating & Cooling segment
achieved a 12% segment profit gain on 4% sales growth. Commercial Heating &
Cooling continued to outperform the market with 14% sales growth and 35% higher
segment profit. We grew our Refrigeration sales and improved profitability in every
market we serve, achieving a 15% increase in revenue and an 18% increase in
segment profit. Combined, our manufacturing businesses achieved 8% sales
growth, a 16% gain in segment profit, and a segment profit margin of 10.8%.
Service Experts faced many operational challenges as we restructured this business
to focus on service and replacement opportunities. While sales for the year were
flat and the segment incurred a marginal loss, we are encouraged by a trend
toward improved performance as the year progressed. We’re confident our initiatives
to focus Service Experts on more profitable end markets and improve operating
synergies across the dealer network are beginning to take effect.
3
Robert E. Schjerven
Chief Executive Officer
John W. Norris, Jr.
Chairman of the Board
In 2004, we also made enhancements to what is already a very
Looking ahead, our activities are on schedule to comply with the
strong executive leadership team at LII. We appointed Bill Stoll as
new National Appliance Energy Conservation Act 13 SEER industry
our chief legal officer and Sue Carter as our chief financial
standard that increases the minimum efficiency for residential air
officer, two seasoned executives with excellent track records and
conditioners by 30 percent. Our company will be ready when
a wealth of experience. The appointment of Paul Schmidt, the
the standard goes into effect in January of 2006. We’re excited
corporate controller for General Motors, to our board of directors
about the potential in the growing indoor air quality market,
further demonstrates our commitment to strong leadership and
where we already claim several leadership products, and the
governance.
We remain firmly committed to financial integrity. We take
financial reporting to our shareholders seriously and always want
to ensure they have the most accurate financial information
possible. The completion of the previously reported investigation
by the audit committee of our board of directors into accounting
practices at our Service Experts operations in Canada, as well
opportunities it presents to further enhance the indoor comfort
of our end consumers. We’re bullish about the growth in our core
equipment markets, particularly replacement sales opportunities
for commercial heating and cooling equipment and global
growth in commercial refrigeration systems. As we continue to
challenge all of our 15,000 employees worldwide to realize LII’s
full potential, they are responding with energy and enthusiasm.
as the significant resources we have devoted to implementing
In short, 2004 was a demanding but ultimately rewarding year
Sarbanes-Oxley compliance programs, demonstrate our contin-
for LII—thanks to our ability to closely focus on enhancing key
uing dedication to providing complete and accurate information
areas of our performance, despite external market pressures,
to investors.
Now we’re looking forward with optimism and excitement to 2005.
After exiting five non-strategic businesses and closing five plants
in the early part of this decade, we have a sharper strategic focus
worldwide. This focus includes key initiatives in manufacturing
operational excellence, innovation, growth, and the turnaround
of our Service Experts business unit. We’re pleased to report
we achieved significant successes in all four of these critical
areas during 2004, and you can read many of the highlights in
this report.
industry issues, and internal demands. That commitment and
focus served us well in a year of exceptional challenge, and will
continue to do so as we focus on realizing our full potential on
behalf of our shareholders.
Robert E. Schjerven
Chief Executive Officer
John W. Norris, Jr.
Chairman of the Board
Using Lean manufacturing principles to build our
newest generation of furnaces has enabled us to
better satisfy customer demand with lower inventories
by giving us the ability to build every model every day.
Manufacturing lead times have been reduced from
three weeks to five days, and quality has been
significantly enhanced.
focus
on
5
operational excellence
We are focused on driving continuous operational improvement across our entire
organization to make a positive impact on our bottom line. Lean manufacturing
initiatives are allowing us to more effectively leverage our global manufacturing
resources, encompassing 24 facilities in nine countries. We’re also leveraging our
procurement activities through purchasing councils which are identifying low-cost
supply sources and combining requirements across our businesses—especially
critical with recent sharp rises in commodity prices. And through increasing utilization
of common product platforms, we’re reducing development and product costs
while accelerating our speed to market.
Many of these operational enhancements are being driven through Centers of
Excellence, bringing together similar disciplines from business units across the
company to develop new technologies and processes and resolve issues more
rapidly. The knowledge gained is shared across our businesses and becomes a
resource for the entire organization. That knowledge is helping us turn the challenge
of the coming NAECA 13 SEER energy efficiency standard for residential air conditioners
into an opportunity to standardize many aspects of our manufacturing operations
across our businesses. We are increasing efficiency and cutting costs, while main-
taining meaningful brand differentiation.
Through the continued development of STEP+, a program bringing together many
of the world’s most accepted management and continuous improvement practices
in a single framework, many areas of LII are realizing ongoing improvements in
operational performance. Our domestic Refrigeration business unit improved its
overall quality of service rating among customers surveyed for the fourth consecutive
year, largely due to STEP+ projects focused on realignment of our customer service
and application engineering resources to better meet our customers’ needs.
And our customers are developing operational and service enhancements of their
own. Lennox Industries’ “Continuous Channel of Communications” customer satisfac-
tion program is providing an ongoing, evolving feedback system to forge a closer
partnership between Lennox and our dealers—leading to numerous key operational
and service improvements resulting from dealer and Lennox employee suggestions.
We are focused on driving continuous
operational improvement.
We continue to maintain our reputation as the
innovation leader.
Almost half of Lennox Industries’ dealers participated
in the Lennox Healthy Advantage Indoor Air Quality
program to monitor and analyze a home’s indoor air
quality, share the results with homeowners, and offer
needs-based solutions to IAQ problems. Many dealers
who participated in the program reported significant
growth in their IAQ sales as a result.
7
focus
on
innovation
With over one-third of our total manufacturing segments’ equipment sales in 2004
coming from products introduced in the past three years, we continue to maintain
our reputation as the innovation leader—by pursuing new technologies, product
designs, and results-oriented business processes that take not only our company,
but our entire industry to the next level.
Growing numbers of consumers understand the value of meaningful innovation:
Sales of our top-of-the-line Dave Lennox Signature Collection™ of residential heating
and cooling equipment grew 25% in 2004. The Dave Lennox Signature Collection is
a fully featured line of home heating and cooling products, many with industry-
leading claims—for example, the quietest air conditioner on the market.
Expanding our Commercial Heating & Cooling product line, we developed a new
Lennox L Series® 40-ton rooftop unit with the highest energy efficiency rating and one of
the lowest profiles in its class. Our L Series line, equipped with our exclusive Humiditrol®
humidity control system, won a Gold Medal Design Award from Air Conditioning,
Heating, and Refrigeration News, a leading industry trade publication.
In the emerging indoor air quality (IAQ) market, our equipment sales increased
23%. A recent independent study indicated 96% of homeowners would purchase
IAQ products to improve the air quality in their home and we are aggressively
pursuing this opportunity from both product and service perspectives. To help
educate homeowners on the hazards of indoor air pollution, Service Experts
introduced the “Home Health Report Card,” a service that includes an in-home air
quality analysis and provides guidelines for improving the indoor environment.
Lennox’ Healthy Advantage™ program also helps demystify IAQ by allowing dealers to
monitor and analyze a homeowners’ indoor air quality—and show them the results.
Others are recognizing and honoring our comprehensive commitment to
innovation. For the second consecutive year, Lennox was chosen as a Manufac-
turer of the Year as part of the Environmental Protection Agency’s Energy Star®
energy efficiency program.
focus
on
growth
Helping to accelerate the growth of our Refrigeration
business, our global product platforms are eliminating
redundancies, more effectively leveraging materials
purchasing, and reducing product development costs
around the world. As coordination of marketing and
product strategies increases, the global platforms will be
instrumental in increasing our speed to market for new
products in response to continuing shifts in demand.
9
We are sharpening our focus
on growth and expansion
opportunities around the world.
We are sharpening our focus on growth and market expansion opportunities
around the world.
With established brands for all price points, we are well positioned to take advantage of
rising demand for Residential Heating & Cooling equipment driven by opportunities
in an ever-growing replacement market. Our premium Lennox® brand offers fully
featured equipment sold directly to installing contractors, putting us closer to
the needs of the end consumer. Armstrong® and AirEase® are recognized
middle-tier brands, while Ducane® and Aire-Flo™ are positioned for more price-
sensitive homeowners. Supported by enhanced marketing materials and dealer
programs, we have refined the positioning of these brands to ensure they offer
meaningful product differentiation, while we continue to improve the coordination
of our production, distribution, and sales operations.
In the Commercial Heating & Cooling market, we are building on our market share
gains. We added new national accounts and are promoting planned replacements
with our existing national accounts customers. We achieved strong growth with our
contractor customers and are focused on increasing our presence in the replace-
ment market, which represents approximately two-thirds of the total market. The
establishment of a domestic regional distribution network is helping us quickly
locate product for emergency replacements.
The international commercial Refrigeration market presents a significant opportunity
to extend our very successful domestic business model. Product technologies,
distribution channels, and applications are essentially universal, supporting a global
strategy. These growth opportunities led us to double our manufacturing capacity
in China and broaden our line of products, while making substantial enhancements
to our Brazilian and Mexican refrigeration operations.
We are committed to improving the
performance of Service Experts.
focus
on
service experts
Based on independent research, 87% of consumers
want a certified technician to service their heating
and cooling equipment—but, as U.S. Department of
Labor data indicates, there is a technician shortage.
By certifying our technicians according to demanding
guidelines established by North American Technical
Excellence, we are working to establish Service Experts
as the top choice for consumers needing service.
service experts
11
We are committed to improving the performance of our Service Experts business,
which represents enormous potential in the over $40 billion heating and cooling
sales and service market. Restructuring our operations to focus on profitable
residential and light commercial service and replacement opportunities, we
divested 48 centers that do not fit our business model going forward. The remaining
130 service centers, located primarily in major metropolitan markets in the United
States and Canada, are firmly focused on driving toward success.
We completed the implementation of a common information technology system at
our dealer service centers and established regional accounting centers, improving
the consistency and efficiency in the critical accounting functions across our
Service Experts operations. And we began the rollout of our inventory management
and replenishment program to optimize the supply chain and achieve the best
customer service with the lowest inventory levels, reducing our working capital
investment. We are already realizing up to a 40% reduction in parts and supplies
inventories in centers where this program has been deployed.
Developing our employees is as important to our long-term success as developing
effective systems and programs. Service Experts now has the largest network of
service technicians certified through North American Technical Excellence (NATE).
Over half our 1,200 service techs are certified to stringent NATE standards, and the
number continues to grow—good news for consumers, who have indicated in
independent studies they prefer to deal with certified technicians. We also continue
to train the leaders of the future through our general manager development program,
an intensive three-month program that includes both classroom and field training.
Board of Directors
Linda G. Alvarado
President and CEO
Alvarado Construction, Inc.
Committees: 4, 5, 7
Steven R. Booth
President
PolyTech Molding Inc.
Committees: 1, 6, 7
C. L. (Jerry) Henry
Former Chairman, President and CEO
Johns Manville Corporation
Committees: 2, 3
Robert E. Schjerven
CEO
Lennox International Inc.
John E. Major
President
Technology Solutions Group
Committees: 1, 2, 4, 5
Paul W. Schmidt
Corporate Controller
General Motors Corporation
Committees: 2, 3
Terry D. Stinson
CEO
Xelus, Inc.
Committees: 1, 2, 3
Thomas W. Booth
Vice President, Corporate Technology
Lennox International Inc.
Committees: 1, 6
John W. Norris, Jr.
Chairman of the Board
Lennox International Inc.
David V. Brown
Owner/Director
Plantation Farm Camp
Committees: 1, 5, 7
James J. Byrne
Chairman
Byrne Technology Partners Ltd.
Committees: 4, 5, 7
Janet K. Cooper
Senior Vice President and Treasurer
Qwest Communications International Inc.
Committees: 2, 6
John W. (Bo) Norris, III
Assistant Director of Philanthropy
Maine Chapter, The Nature Conservancy
Committees: 6, 7
Richard L. Thompson*
Former Group President
Caterpillar Inc.
Committees: 3, 4, 5
Walden W. O’Dell
Chairman of the Board, President
and CEO
Diebold, Incorporated
Committees: 3, 6
Committee Legend
(bold indicates chairperson)
1: Acquisition
2: Audit
3: Board Governance
4: Compensation
5: Human Resources
6: Pension & Risk Management
7: Public Policy
* Vice Chairman of the Board
Lennox International Inc.
Management Team
Robert E. Schjerven
Chief Executive Officer
Linda A. Goodspeed
Chief Technology Officer
Harry J. Ashenhurst
Chief Administrative Officer
William F. Stoll, Jr.
Chief Legal Officer
Susan K. Carter
Chief Financial Officer
Scott J. Boxer
President and Chief Operating Officer
Service Experts
Robert J. McDonough
President and Chief Operating Officer
Worldwide Heating & Cooling
Michael G. Schwartz
President and Chief Operating Officer
Worldwide Refrigeration
David L. Inman
Vice President, Controller, and
Chief Accounting Officer
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Ñscal year ended December 31, 2004
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
¥
n
For the transition period from
to
Commission File Number 001-15149
Lennox International Inc.
(Exact name of Registrant as speciÑed in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
42-0991521
(I.R.S. Employer
IdentiÑcation Number)
2140 Lake Park Blvd.
Richardson, Texas 75080
(Address of principal executive oÇces, including zip code)
(Registrant's telephone number, including area code): (972) 497-5000
Securities Registered Pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange on which registered
Common Stock, $.01 par value per share
New York Stock Exchange
Securities Registered Pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has Ñled all reports required to be Ñled by Section 13
or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to Ñle such reports), and (2) has been subject to such Ñling requirements for
the last 90 days. Yes ¥
No n
Indicate by check mark if disclosure of delinquent Ñlers pursuant to Item 405 of Regulation S-K is not
contained herein, and will not be contained, to the best of registrant's knowledge, in deÑnitive proxy or
information statements incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. n
Indicate by check mark whether the registrant is an accelerated Ñler (as deÑned in Rule 12b-2 of the
Act.) Yes ¥
No n
As of June 30, 2004, there were 60,130,582 shares of the registrant's Common Stock outstanding, and the
aggregate market value of the Common Stock held by non-aÇliates of the registrant was $737,987,789 based
on the closing price of the Common Stock on the New York Stock Exchange Composite Transactions on such
date.* As of December 31, 2004, there were 61,042,837 shares of the registrant's Common Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's deÑnitive Proxy Statement to be Ñled with the Securities and Exchange
Commission pursuant to Regulation 14A in connection with the 2005 annual meeting of stockholders (the
""Proxy Statement'') are incorporated herein by reference into Part III of this Report. Such proxy statement
will be Ñled with the Securities and Exchange Commission not later than 120 days after the registrant's Ñscal
year ended December 31, 2004.
* Excludes the Common Stock held by the registrant's executive oÇcers, directors and stockholders whose
ownership exceeds 5% of the Common Stock outstanding at June 30, 2004. Exclusion of such shares should
not be construed to indicate that any such person possesses the power, direct or indirect, to direct or cause
the direction of the management or policies of the registrant or that such person is controlled by or under
common control with the registrant.
LENNOX INTERNATIONAL INC.
FORM 10-K
For the Fiscal Year Ended December 31, 2004
INDEX
PART I
ITEM 1.
ITEM 2.
ITEM 3.
ITEM 4.
PART II
Business ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Properties ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Legal Proceedings ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Submission of Matters to a Vote of Security Holders ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
ITEM 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Selected Financial Data ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
ITEM 6.
ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of
Operations ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
ITEM 7A. Quantitative and Qualitative Disclosures About Market RiskÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Financial Statements and Supplementary DataÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
ITEM 8.
Changes in and Disagreements with Accountants on Accounting and Financial
ITEM 9.
Disclosure ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
ITEM 9A. Controls and Procedures ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
ITEM 9B. Other InformationÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
PART III
ITEM 10. Directors and Executive OÇcers of the RegistrantÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
ITEM 11. Executive Compensation ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
ITEM 12.
Security Ownership of Certain BeneÑcial Owners and Management and Related
Stockholder Matters ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
ITEM 13. Certain Relationships and Related Transactions ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Principal Accounting Fees and ServicesÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
ITEM 14.
Page
1
12
13
13
14
14
15
31
32
70
70
71
71
72
72
72
72
PART IV
ITEM 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
72
i
Item 1. Business
The Company
PART I
Lennox International Inc. (""LII'' or the ""Company''), through its subsidiaries is a leading global
provider of climate control solutions. The Company designs, manufactures and markets a broad range of
products for the heating, ventilation, air conditioning and refrigeration (""HVACR'') markets. LII has
leveraged its expertise to become an industry leader known for innovation, quality and reliability. The
Company's products and services are sold through multiple distribution channels under well-established brand
names including ""Lennox,'' ""Armstrong Air,'' ""Ducane,'' ""Bohn,'' ""Larkin,'' ""Advanced Distributor Prod-
ucts,'' ""Service Experts'' and others.
Shown below are the Company's four business segments, the key products and brand names within each
segment and 2004 net sales by segment. Segment Ñnancial data for the years 2002 through 2004, including
Ñnancial information about foreign and domestic operations, are included in Note 3 of the Notes to
Consolidated Financial Statements on pages 45 through 47 herein.
Segment
Products/Services
Brand Names
2004 Net Sales
(In Millions)
$1,419.8
580.8
2,000.6
611.7
444.7
Residential Heating &
Cooling
Commercial Heating &
Cooling
Total Heating & Cooling
Service Experts
Refrigeration
Eliminations
Lennox, Armstrong Air,
Furnaces, air conditioners,
Ducane, Aire-Flo, AirEase,
heat pumps, packaged
Concord, Magic-Pak,
heating and cooling systems,
indoor air quality equipment, Advanced Distributor
pre-fabricated Ñreplaces and
freestanding stoves
Unitary heating and air
conditioning equipment and
applied systems
Products (ADP), Superior,
WhitÑeld, Security Chimneys
Lennox, Armstrong Air
Sales, installation and service Service Experts, various
individual service center
of residential and light
commercial heating and
names
cooling equipment
Chillers, condensing units,
unit coolers, Öuid coolers, air Control, Chandler
cooled condensers and air
handlers
Bohn, Larkin, Climate
Refrigeration, Heatcraft
Worldwide Refrigeration,
Friga-Bohn, HK
Refrigeration, Kirby,
Lovelocks, Frigus-Bohn
Total
(74.3)
$2,982.7
The Company was founded in 1895 in Marshalltown, Iowa when Dave Lennox, the owner of a machine
repair business for the railroads, successfully developed and patented a riveted steel coal-Ñred furnace, which
was substantially more durable than the cast iron furnaces used at the time. The manufacturing of these
furnaces had grown into a signiÑcant business and was diverting the Lennox Machine Shop from its core
business. As a result, in 1904, a group of investors headed by D.W. Norris bought the furnace business and
named it the Lennox Furnace Company. Over the years, D.W. Norris ensured that ownership of the Company
was distributed to succeeding generations of his family. In 1991, the Company reincorporated as a Delaware
corporation. On August 3, 1999, the Company completed the initial public oÅering of its common stock. The
Company believes a signiÑcant portion of LII's outstanding common stock is currently broadly distributed
among descendants of, or persons otherwise related to, D.W. Norris.
1
Forward-Looking Statements
Various sections of this Annual Report on Form 10-K (""Form 10-K''), including Business and
Management's Discussion and Analysis of Financial Condition and Results of Operations, contain forward-
looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended, that are based upon management's beliefs,
as well as assumptions made by and information currently available to management. All statements other than
statements of historical fact included in this Form 10-K constitute forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995, including but not limited to statements
identiÑed by the words ""may,'' ""will,'' ""should,'' ""plan,'' ""predict,'' ""anticipate,'' ""believe,'' ""intend,''
""estimate'' and ""expect'' and similar expressions. Such statements reÖect the current views of LII with respect
to future events, based on what it believes are reasonable assumptions; however, such statements are subject to
certain risks, uncertainties and assumptions. In addition to the speciÑc uncertainties discussed elsewhere in
this Form 10-K, the following risks and uncertainties may aÅect the Company's performance and results of
operations:
‚ the Company's business is aÅected by economic factors including the level of economic activity in the
markets in which the Company operates, and a decline in this activity typically results in a decline in
new construction and replacement purchases, which could decrease LII's sales and proÑtability;
‚ the demand for the Company's products and services is strongly aÅected by the weather, and cooler
than normal summers depress the Company's sales of replacement air conditioning and refrigeration
products and warmer than normal winters have the same eÅect on the Company's heating products;
‚ implementation of the new minimum eÇciency standard for residential air conditioners mandated by
the National Appliance Energy Conservation Act (""NAECA'') could adversely impact the Com-
pany's results of operations, including increased costs of production and distribution, potential margin
pressures and higher levels of working capital;
‚ increases in the prices or required quantities of raw materials or components, or problems in their
availability, whether related to the implementation of the new NAECA standard or otherwise, could
increase the costs of its products and/or depress the Company's sales;
‚ the Company may not be able to realize the price increases required to oÅset the impact of higher raw
materials, components or distribution costs, whether related to the implementation of the new
NAECA standard or otherwise;
‚ the development, manufacture, sale and use of the Company's products involve a risk of warranty and
product liability claims, and such claims could be material and have an adverse eÅect on its future
proÑtability;
‚ the Company incurs the risk of liability claims for the installation and service of heating and cooling
products with its Company-owned dealer service centers, and if these claims exceed the limits of the
Company's product liability insurance policies it may result in material costs that could have an
adverse eÅect on future proÑtability;
‚ the success of the Company will depend in part on its ability to integrate and operate acquired
businesses proÑtably and to identify and implement opportunities for cost savings; any future
determination that a signiÑcant impairment of the value of the Company's intangible assets has
occurred could have a material adverse eÅect on its results of operations;
‚ as of December 31, 2004 the Company had $310.5 million of consolidated debt outstanding, and the
Company's level of indebtedness may have important consequences for its operations, including that it
may have to use a large portion of its cash Öow to pay principal and interest on its indebtedness and it
could aÅect the Company's ability to borrow money in the future for working capital, capital
expenditures, acquisitions or other purposes;
2
‚ the Company operates in very competitive markets with competitors that may have greater Ñnancial
and marketing resources, and competitive factors could cause the Company to reduce its prices or lose
market share and negatively aÅect its cash Öow;
‚ the Company's future success will depend upon its continued investment in research and new product
development and its ability to commercialize new technological advances in the HVACR industries;
‚ the Company faces a risk of work stoppage and other labor relations matters because a signiÑcant
percentage of its workforce is unionized, and the results of future negotiations with the unions,
including the eÅect of any production interruptions or labor stoppages, could have an adverse eÅect on
the Company's future Ñnancial results; and
‚ the Company is subject to extensive and changing federal, state and local laws and regulations designed
to protect the environment, and these laws and regulations could impose liability for remediation costs
and civil or criminal penalties for non-compliance.
Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove
incorrect, actual results may diÅer materially from those in the forward-looking statements. The Company
disclaims any intention or obligation to update or review any forward-looking statements or information,
whether as a result of new information, future events or otherwise.
Business Strategy
The Company's business strategy is designed to capitalize on its competitive strengths in order to expand
its proÑtability and market share in the HVACR markets. The key elements of this strategy include:
Improve the ProÑtability of Service Experts
The acquisition of heating and air conditioning contractors, also referred to as dealer service centers, in
the United States and Canada has enabled the Company to extend its distribution directly to the end
consumer, thereby permitting it to participate in the revenues and margins available at the retail level while
strengthening and protecting its brand equity. The Company has assembled an experienced management team
to manage the dealer operations and has developed a portfolio of management procedures and best practices,
training programs, and goods and services that it believes will enhance the quality, eÅectiveness and
proÑtability of this business. In April 2004, the Company announced a plan to focus Service Experts primarily
on service and replacement opportunities in the residential and light commercial markets in major metropoli-
tan areas. As a result, 48 dealer service centers that did not Ñt this strategy were divested. The Company is
focused on establishing best practices and processes, and improving the proÑtability of the approximately 130
dealer service centers that comprise Service Expert's ongoing operations. While the Company believes the
retail sales and service market represents a signiÑcant growth opportunity because this market is large and
highly fragmented, comprised of approximately 40,000 contractors, no further signiÑcant acquisitions are
currently planned.
Exploit Global Refrigeration Opportunities
The Company believes increasing international demand for commercial refrigeration products presents
substantial opportunities. Examples of this include equipment to preserve perishable food products. Refrigera-
tion products generally have similar design and applications globally, and LII believes it can use its domestic
product knowledge and business model to grow internationally. To take advantage of international opportuni-
ties, the Company has made investments in manufacturing facilities in Europe, Latin America, South
America and the Asia PaciÑc region through acquisitions and joint ventures.
3
Increase Heating & Cooling Market Share in North America
The Company intends to increase its share of the residential and light commercial HVAC market in
North America by:
‚ improving replacement sales of commercial heating and cooling equipment by enhancing distribution
capabilities to shorten lead times and promoting planned replacements with national account
customers;
‚ introducing innovative new products and expanding the oÅering of Indoor Air Quality (IAQ) related
products and services;
‚ selectively expanding its ""Lennox'' independent dealer network; and
‚ expanding the geographic market for the ""Armstrong Air'' and ""Ducane'' brands of residential heating
and cooling products.
Technology, Product Innovation and Manufacturing EÇciency
An important part of LII's growth strategy is continued investment in research and product development.
The Company has designated a number of its facilities as ""centers for excellence'' that are responsible for the
research and development of core competencies vital to its success, such as heat transfer, indoor air quality
and materials. Technological advances are disseminated from these ""centers for excellence'' to all of LII's
operating divisions, as appropriate. In addition, LII has embraced Lean-manufacturing principles across its
manufacturing operations, accompanied by initiatives to achieve high product quality.
Products and Services
Residential Heating & Cooling
Heating & Cooling Products. The Company manufactures and markets a broad range of furnaces, air
conditioners, heat pumps, packaged heating and cooling systems, replacement parts and related products for
both the residential replacement and new construction markets in the United States and Canada. These
products are available in a variety of product designs and eÇciency levels, and at a range of price points
intended to provide a complete line of home comfort systems. The Company markets these products under
multiple brand names and believes that by maintaining a broad product line with multiple brand names it can
address diÅerent market segments and penetrate multiple distribution channels.
The ""Lennox'' brand of residential heating and air conditioning products is sold directly to a network of
installing dealers, which currently numbers approximately 7,000, making the Company one of the largest
wholesale distributors of these products in North America. The ""Armstrong Air'' and ""Ducane'' brands are
sold through third party distributors.
The Company's Advanced Distributor Products division builds evaporator coils, unit heaters and air
handlers under the ""Advanced Distributor Products'' brand as well as the ""Lennox,'' ""Armstrong Air'' and
""Ducane'' brands. This division supplies the Company with components for its heating and cooling products,
and produces evaporator coils to be used in connection with competitors' heating and cooling products as an
alternative to such competitors' brand name components. The Company has been able to achieve a signiÑcant
share of the market for evaporator coils through the application of its technological and manufacturing skills,
and customer service capabilities.
Hearth Products. The Company's hearth products include prefabricated gas, wood burning and electric
Ñreplaces; free standing pellet and gas stoves; Ñreplace inserts, gas logs and accessories. Many of the Ñreplaces
are built with a blower or fan option and are eÇcient heat sources as well as attractive amenities to the home.
The Company currently markets its hearth products under the ""Lennox,'' ""Superior,'' ""WhitÑeld,'' ""Earth
Stove'' and ""Security Chimneys'' brand names.
4
Commercial Heating & Cooling
North America.
In North America the Company's heating and cooling equipment is used in light
commercial applications such as low-rise oÇce buildings, restaurants, retail centers, churches and schools.
The Company's product oÅerings for these applications include rooftop units that range from two to 40 tons of
cooling capacity and split system/air handler combinations, which range from 1.5 to 20 tons. The Company
believes the success of its products is attributable to their eÇciency, design Öexibility, low life cycle cost, ease
of service and advanced control technology. In North America, the Company sells unitary equipment as
opposed to larger applied systems.
Europe.
In Europe the Company manufactures and sells unitary products, which range from two to
30 tons, and applied systems that range up to 500 tons. LII's European products consist of small package
units, rooftop units, chillers, air handlers and fan coils which serve medium-rise commercial buildings,
shopping malls, other retail and entertainment buildings, institutional applications and other Ñeld-engineered
applications. LII manufacturers heating and cooling products in several locations in Europe and markets these
products through both direct and indirect distribution channels in Europe, Russia and the Middle East.
Service Experts
Through approximately 130 Company-owned dealer service centers in its Service Experts operation, the
Company provides installation, preventive maintenance, emergency repair services, and the replacement of
heating and cooling systems directly to both residential and light commercial customers. In connection with
these services, the Company sells a wide range of equipment, parts and supplies under both Lennox
International brands, as well as other brand names.
Refrigeration
The Company manufactures and markets equipment for the global commercial refrigeration market
through subsidiaries organized under the Heatcraft Worldwide Refrigeration name.
North America. The Company is a leading manufacturer of commercial refrigeration products in North
America. The Company's refrigeration products include condensing units, unit coolers, Öuid coolers, air cooled
condensers and air handlers. These products are sold for cold storage applications, primarily to preserve food
and other perishables, and are used by supermarkets, convenience stores, restaurants, warehouses and
distribution centers. As part of its sale of commercial refrigeration products, the Company routinely provides
application engineering for consulting engineers, contractors and others.
International. LII manufactures and markets refrigeration products including condensing units, unit
coolers, air-cooled condensers, Öuid coolers, refrigeration racks and small chillers. These products are sold to
distributors, installing contractors and original equipment manufacturers. The Company has manufacturing
locations in Europe, Australia, Brazil and China. The Company also owns 50% of a joint venture in Mexico
that produces unit coolers and condensing units of the same design and quality as those manufactured by the
Company in the United States. Since this venture produces a smaller range of products, the product line is
complemented with imports from the United States, which are sold through the joint venture's distribution
network. Sales in Mexico are to wholesalers, installing contractors and original equipment manufacturers. As
production volumes increase, there exists the potential to export some products from the joint venture into the
United States, Canada and other parts of Latin America.
Marketing and Distribution
The Company manages multiple channels of distribution and oÅers diÅerent brands at various price
points in order to better penetrate the HVACR markets. The Company's products and services are sold
through a combination of distributors, independent and Company-owned dealer service centers, wholesalers,
manufacturers' representatives, original equipment manufacturers and national accounts. Dedicated sales
forces and manufacturers' representatives are deployed across all the Company's business segments and
brands in a manner designed to maximize their ability to service a particular distribution channel. To
5
maximize enterprise-wide eÅectiveness, the Company has active cross-functional and cross-organizational
teams coordinating approaches to pricing, product design, distribution and national account customers.
An example of the competitive strength of the Company's marketing and distribution strategy is in the
North American residential heating and cooling market in which it uses three distinctly diÅerent distribution
approaches Ì the one-step distribution system, the two-step distribution system and sales made directly to
consumers through Company-owned dealers. The Company markets and distributes its ""Lennox'' and ""Aire-
Flo'' brands directly to independent dealers that install these heating and cooling products. The Company
distributes its ""Armstrong Air,'' ""Ducane,'' and ""Advanced Distributor Products'' brands through the
traditional two-step distribution process whereby it sells its products to distributors who, in turn, sell the
products to installing contractors. In addition, the Company provides heating and cooling products and
services directly to consumers through Company-owned Service Experts dealer service centers.
Over the years, the ""Lennox'' brand has become synonymous with ""Dave Lennox'' a highly recognizable
advertising icon in the heating and cooling industry. The ""Dave Lennox'' image is utilized in television and
print advertising, as well as in numerous locally produced dealer ads, open houses and trade events.
Manufacturing
The Company operates manufacturing facilities in the United States and other parts of the world. In its
facilities most impacted by seasonal demand, the Company manufactures both heating and cooling products
to smooth seasonal production demands and maintain a relatively stable labor force. The Company is generally
able to hire temporary employees to meet changes in demand.
Purchasing
The Company relies on various suppliers to furnish the raw materials and components used in the
manufacture of its products. To maximize its buying eÅectiveness in the marketplace, the Company utilizes
purchasing councils that consolidate required purchases of materials and components across domestic business
segments. The purchasing councils generally concentrate purchases for a given material or component with
one or two suppliers, although the Company believes there are alternative suppliers for all of its key raw
material and component needs. Compressors, motors and controls constitute the Company's most signiÑcant
component purchases, while steel, copper and aluminum account for the bulk of the Company's raw material
purchases. The Company owns a 24.5% interest in a joint venture that manufactures compressors in the one
and one-half to six and one-half horsepower range. This joint venture provides the Company with the majority
of its domestic compressor requirements for its unitary residential and commercial cooling equipment.
Technology and Research and Development
The Company supports an extensive research and development program focusing on the development of
new products and improvements to its existing product lines. The Company spent an aggregate of
$37.6 million, $38.0 million and $38.2 million on research and development during 2004, 2003 and 2002,
respectively. The Company uses advanced, commercially available computer-aided design, computer-aided
manufacturing, computational Öuid dynamics and other sophisticated software not only to streamline the
design and manufacturing processes, but also to run complex computer simulations on a product design before
a working prototype is created. The Company operates a full line of metalworking equipment and advanced
laboratories certiÑed by applicable industry associations.
Cyclical and Seasonal Nature of Business
Total Company sales and related segment income tend to be seasonally higher in the second and third
quarters of the year because, in the U.S. and other North American markets, summer is the peak season for
sales of air conditioning equipment and services.
6
Patents and Trademarks
The Company holds numerous patents that relate to the design and use of its products. The Company
considers these patents important, but no single patent is material to the overall conduct of its business. The
Company's policy is to obtain and protect patents whenever such action would be beneÑcial. The Company
owns or licenses several trademarks it considers important in the marketing of its products, including Lennox»,
Armstrong AirTM, DucaneTM, Advanced Distributor Products», Aire-FloTM, AirEase», Concord», Superior»,
WhitÑeld», Earth StoveTM, Security ChimneysTM, Service Experts», Bohn», LarkinTM, Climate ControlTM,
Chandler Refrigeration», KirbyTM, Heatcraft Worldwide RefrigerationTM, LovelocksTM, HK RefrigerationTM,
Frigus-BohnTM and Friga-BohnTM. These trademarks have no Ñxed expiration dates and the Company
believes its rights in these trademarks are adequately protected.
Competition
Essentially all markets in which the Company participates are highly competitive. The most signiÑcant
competitive factors facing the Company are product reliability, product performance, service and price, with
the relative importance of these factors varying among its businesses. In its Service Experts segment, the
Company faces competition from independent dealers, as well as dealers owned by utility companies and other
consumer services providers. Listed below are some of the companies LII views as main competitors in each
segment it serves, with relevant brand names when diÅerent than the company name, shown in parentheses.
‚ Residential Heating & Cooling Ì United Technologies Corp. (Carrier, Bryant); Goodman Global
Holdings, Inc. (Janitrol, Amana); American Standard Companies Inc. (Trane, American Standard);
Paloma Co., Ltd. (Rheem, Ruud); York International Corporation; Nordyne (Westinghouse,
Frigidaire, Tappan, Philco, Kelvinator, Gibson); HNI Corporation (Heatilator); CFM Corporation
(Majestic).
‚ Commercial Heating & Cooling Ì United Technologies Corp. (Carrier); American Standard Compa-
nies Inc. (Trane); York International Corporation; AAON, Inc.; Daikin Industries, Ltd.; McQuay
International.
‚ Service Experts Ì The ServiceMaster Company (ARS, AMS).
‚ Refrigeration Ì United Technologies Corp. (Carrier); Ingersoll-Rand Company Limited (Huss-
mann); Tecumseh Products Company; Emerson Electric Co. (Copeland).
Employees
As of January 1, 2005, the Company employed approximately 15,000 employees, approximately 3,900 of
which were represented by unions. The number of hourly workers the Company employs may vary in order to
match its labor needs during periods of Öuctuating demand. The Company believes its relationships with its
employees and with the unions representing some of its employees are generally good and does not anticipate
any material adverse consequences resulting from negotiations to renew any collective bargaining agreements.
As previously announced, the collective bargaining agreement between Lennox Industries Inc. and the United
Auto Workers with respect to the Company's Marshalltown, Iowa manufacturing facility expired by its terms
on October 31, 2004. Although the agreement expired, the employees at the Marshalltown facility are
continuing to work under its terms. Although the United Auto Workers have twice voted down a contract
proposal, discussions between Lennox and the United Auto Workers regarding a replacement collective
bargaining agreement are continuing.
Regulation
The Company's operations are subject to evolving and often increasingly stringent international, federal,
state, and local laws and regulations concerning the environment. Environmental laws that aÅect or could
aÅect the Company's domestic operations include, among others, the Clean Air Act, the Clean Water Act, the
Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation and
Liability Act, the Occupational Safety and Health Act, the National Environmental Policy Act, the Toxic
7
Substances Control Act, any regulations promulgated under these acts and various other federal, state and
local laws and regulations governing environmental matters. The Company believes it is in substantial
compliance with such existing environmental laws and regulations. The Company's non-United States
operations are also subject to various environmental statutes and regulations. Generally, these statutes and
regulations impose operational requirements similar to those imposed in the United States. The Company
believes it is in substantial compliance with applicable non-United States environmental statutes and
regulations.
Refrigerants. There exists today international and country speciÑc regulation to phase out the use of
certain ozone depleting substances, including hydrochloroÖuorocarbons, which are sometimes referred to as
""HCFCs.'' This development is of particular importance to the Company and its competitors because of the
common usage of HCFCs as a refrigerant for air conditioning and refrigeration equipment. This phase out will
not occur prior to 2010 and the Company has, and continues to, introduce new product oÅerings that replace
HCFCs as the refrigerant Öuid with an approved alternative. As discussed below, the Company does not
believe implementation of the phase-out schedule for HCFCs contained in the current regulations will have a
material adverse eÅect on its Ñnancial position or results of operations. The Company does believe, however,
there will likely be continued pressure by the international environmental community to accelerate the phase-
out schedule. The Company has been an active participant in the ongoing international dialogue on these
issues and believes that it is well positioned to react to any changes in the regulatory landscape.
In 1987, the United States became a signatory to an international agreement titled the Montreal Protocol
on Substances that Deplete the Ozone Layer. The Montreal Protocol requires its signatories to phase out
HCFCs on a predictable and orderly basis. All countries in the developed world have become signatories to
the Montreal Protocol. The manner in which these countries implement the Montreal Protocol and regulate
HCFCs diÅers widely. The 1990 U.S. Clean Air Act amendments implement the Montreal Protocol by
establishing a program to limit the production, importation and use of speciÑed ozone depleting substances,
including HCFCs currently used as refrigerants by the Company and its competitors. Under the Clean Air Act
and implementing regulations, all HCFCs produced within the U.S. must be phased out in new equipment by
2010, and as used in servicing equipment by 2030. The Company believes these regulations, as currently in
eÅect, will not have a material adverse eÅect on its operations.
The Company, together with major chemical manufacturers, is reviewing and addressing the potential
impact of refrigerant regulations on its products. The Company believes the combination of products that
presently utilize HCFCs and new products utilizing alternative refrigerants being phased in will allow it to
oÅer a complete line of commercial and industrial products. Therefore, the Company does not foresee any
material adverse impact on its business or competitive position as a result of the Montreal Protocol, the 1990
Clean Air Act amendments or their implementing regulations. However, the Company believes the
implementation of severe restrictions on the production, importation or use of refrigerants the Company
employs in larger quantities or acceleration of the current phase-out schedule could have such an impact on
the Company and its competitors.
There is growing concern over the anthropogenic impact on global climate, often referred to as ""global
warming.'' It is believed that new ""alternative'' refrigerants that are replacing the HCFCs possess a global
warming potential and, therefore, must be managed wisely and contained hermetically within air-conditioning
and refrigeration systems. The Company along with the HVACR industry is taking proactive steps to
implement responsible use principles that adhere to the implementation of ""best in class'' practices to limit
refrigerants from escaping to the atmosphere throughout the life span of equipment. Because HFC's provide a
higher degree of safety to consumers and employees and because HFCs provide a higher eÇciency than other
alternatives, the use of HFCs is an acceptable industry norm and this Company does not have greater exposure
to these environmental concerns than it's competitors. The leadership that this Company has taken to develop
both, responsible use principles and responsible use guidelines demonstrates the commitment that it has
toward environmental stewardship.
The Company is subject to appliance eÇciency regulations promulgated under the National Appliance
Energy Conservation Act of 1987, as amended, and various state regulations concerning the energy eÇciency
8
of its products. The Company has developed, and will continue to develop, products that comply with new
National Appliance Energy Conservation Act regulations and does not believe that such regulations will have
a material adverse eÅect on its business. In 1998, the United States Department of Energy began its review of
national standards for comfort products covered under the National Appliance Energy Conservation Act. The
National Appliance Energy Conservation Act regulations requiring manufacturers to phase in new higher
eÇciency products become eÅective in January 2006. Although the Company believes it is well positioned to
comply with the new standards promulgated by the Department of Energy, the implementation of these
standards could adversely aÅect the Company's results of operations. Similar new standards are being
promulgated for commercial air-conditioning and refrigeration equipment. The Company is actively involved
in participation of the development of these new standards and is prepared to have product in place in advance
of the implementation of all the regulations being considered.
Remediation Activity.
In addition to aÅecting the Company's ongoing operations, applicable environ-
mental laws can impose obligations to remediate hazardous substances at its properties, at properties formerly
owned or operated by the Company and at facilities to which it has sent or sends waste for treatment or
disposal. The Company's former Grenada facility, now part of a joint venture, is subject to an administrative
order issued by the Mississippi Department of Environmental Quality under which the Company is
conducting groundwater remediation. The expenditures from this groundwater remediation are not expected to
materially aÅect the Company's Ñnancial condition or results of operations. The Company is aware of
contamination at some of its other facilities; however, the Company does not presently believe that any future
remediation costs at such facilities will be material.
The Company has received notices in the past that it is a potentially responsible party along with other
potentially responsible parties in Superfund proceedings under the Comprehensive Environmental Response,
Compensation and Liability Act for cleanup of hazardous substances at certain sites to which the potentially
responsible parties are alleged to have sent waste. Based on the facts presently known, the Company does not
believe environmental cleanup costs associated with any Superfund sites where the Company has received
notice that it is a potentially responsible party will be material.
Service Center Operations. The heating and cooling dealer service centers acquired in the United States
and Canada are subject to various federal, state and local laws and regulations, including:
‚ permitting and licensing requirements applicable to service technicians in their respective trades;
‚ building, heating, ventilation, air conditioning, plumbing and electrical codes and zoning ordinances;
‚ laws and regulations relating to consumer protection, including laws and regulations governing service
contracts for residential services; and
‚ laws and regulations relating to worker safety and protection of the environment.
A large number of state and local regulations governing the residential and commercial maintenance
services trades require various permits and licenses to be held by individuals. In some cases, a required permit
or license held by a single individual may be suÇcient to authorize speciÑed activities for all of the Company's
service technicians who work in the geographic area covered by the permit or license.
Available Information
LII's Internet address is www.lennoxinternational.com. The Company makes available, free of charge
through this web site, its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on
Form 8-K and amendments to those reports Ñled or furnished pursuant to Section 13(a) of the Securities
Exchange Act of 1934, as amended, as soon as reasonably practicable after such material is electronically Ñled
with, or furnished to, the Securities and Exchange Commission. Information contained on the Company's
website is not incorporated by reference into this Annual Report on Form 10-K or any of its other Ñlings with
the SEC.
9
Executive OÇcers of the Company
The executive oÇcers of the Company, their present positions and their ages are as follows:
Name
John W. Norris, Jr. ÏÏÏÏÏÏÏÏÏ
Robert E. SchjervenÏÏÏÏÏÏÏÏÏ
Harry J. Ashenhurst, Ph.D ÏÏÏ
Age
69
62
56
Position
Chairman of the Board
Chief Executive OÇcer
Executive Vice President and Chief Administrative
OÇcer
Scott J. Boxer ÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
54
Executive Vice President and President and Chief
Operating OÇcer, Service Experts
Susan K. Carter ÏÏÏÏÏÏÏÏÏÏÏÏ
46
Executive Vice President, Chief Financial OÇcer and
Treasurer
Linda A. Goodspeed ÏÏÏÏÏÏÏÏ
Robert J. McDonough ÏÏÏÏÏÏÏ
43
45
Michael G. Schwartz ÏÏÏÏÏÏÏÏ
46
Executive Vice President and Chief Technology OÇcer
Executive Vice President and President and Chief
Operating OÇcer, Worldwide Heating & Cooling
Executive Vice President and President and Chief
Operating OÇcer, Worldwide Refrigeration
William F. Stoll, Jr. ÏÏÏÏÏÏÏÏ
56
Executive Vice President, Chief Legal OÇcer and
Secretary
David L. Inman ÏÏÏÏÏÏÏÏÏÏÏÏ
50
Vice President, Controller and Chief Accounting OÇcer
The following biographies describe the business experience of the Company's executive oÇcers:
John W. Norris, Jr., 69, was elected Chairman of the Board of Directors of the Company in 1991. He has
served as a Director of the Company since 1966. After joining the Company in 1960, Mr. Norris held a variety
of key positions including Vice President of Marketing, President of Lennox Industries (Canada) Ltd., a
subsidiary of the Company, and Corporate Senior Vice President. He became President of the Company in
1977 and was appointed President and Chief Executive OÇcer of the Company in 1980 and served through
2001. Mr. Norris is on the Board of Directors of the Air-Conditioning & Refrigeration Institute, of which he
was Chairman in 1986. He is also an active Board member of the Gas Appliance Manufacturers Association,
where he was Chairman from 1980 to 1981. He is a past Chairman of The Nature Conservancy of Texas
Board of Trustees. He also serves as a Director of AmerUs Group Co., a life insurance and annuity company.
Robert E. Schjerven, 62, was named Chief Executive OÇcer of the Company in 2001 and has served on
the Board of Directors since that time. Prior to his election as Chief Executive OÇcer of the Company, he
served as Chief Operating OÇcer of the Company in 2000 and as President and Chief Operating OÇcer of
Lennox Industries Inc., a subsidiary of the Company, from 1995 to 2000. He joined the Company in 1986 as
Vice President of Marketing and Engineering for Heatcraft Inc., a subsidiary of the Company. From 1988 to
1991, he held the position of Vice President and General Manager of Heatcraft. From 1991 to 1995, he served
as President and Chief Operating OÇcer of Armstrong Air Conditioning Inc., also a subsidiary of the
Company. Mr. Schjerven spent the Ñrst 20 years of his career with The Trane Company, an international
manufacturer and marketer of HVAC systems, and McQuay-Perfex Inc.
Harry J. Ashenhurst, 56, was appointed Chief Administrative OÇcer in 2000. Dr. Ashenhurst joined the
Company in 1989 as Vice President of Human Resources, was named Executive Vice President, Human
Resources for the Company in 1990 and in 1994 became Executive Vice President, Human Resources and
Administration and assumed responsibility for the public relations and communications and aviation
departments. Currently, Dr. Ashenhurst also has responsibilities for risk management, corporate safety,
facilities, government aÅairs and investor relations. Prior to joining the Company, he worked as an
independent management consultant with the consulting Ñrm of Roher, Hibler and Replogle.
Scott J. Boxer, 54, joined the Company in 1998 as Executive Vice President, Lennox Global Ltd. and
President, European Operations. He was appointed President, Lennox Industries Inc. in 2000, and was named
10
President and Chief Operating OÇcer of Service Experts in July 2003. Prior to joining the Company,
Mr. Boxer spent 26 years with York International Corporation, a HVACR manufacturer, in various roles,
most recently as President, Unitary Products Group Worldwide, where he reported directly to the Chairman of
that company and was responsible for directing residential and light commercial heating and air conditioning
operations worldwide. Mr. Boxer is an Executive Board Member of the Air-Conditioning & Refrigeration
Institute and an OÇcer on the Board of Trustees of North American Technician Excellence, Inc.
Susan K. Carter, 46, was appointed Executive Vice President, Chief Financial OÇcer and Treasurer in
August 2004. Prior to joining the Company, Ms. Carter was Vice President of Finance and Chief Accounting
OÇcer of Cummins, Inc., a global power leader and manufacturer of engines, electric power generation
systems, and engine-related products. Prior to her career at Cummins, Ms. Carter had been Vice President
and Chief Financial OÇcer of Transportation & Power Systems and held other senior Ñnancial management
positions for Honeywell, Inc., formerly AlliedSignal, Inc. from 1996 to 2002. She had also previously served in
senior Ñnancial management positions at Crane Co., and DeKalb Corporation.
Linda A. Goodspeed, 43, was appointed Chief Technology OÇcer eÅective September 2001. Prior to
joining the Company, Ms. Goodspeed was President and Chief Operating OÇcer for Partminer, Inc., a
privately held electronics business-to-business supply chain parts and service company. Before going to
Partminer, Ms. Goodspeed had served since 1999 as Product General Manager of General Electric
(GE) Appliances. She also became General Manager in 1999 for Six Sigma, managing a team of 160 GE
quality leaders spanning operations across the company. Beginning her career in engineering with Ford Motor
Company in 1984, Ms. Goodspeed moved to Nissan research and development in 1989 and joined GE in 1996.
She became GE's Range Product Development Manager in 1997 and was promoted to Product General
Manager in 1999.
Robert J. McDonough, 45, was named President and Chief Operating OÇcer, Worldwide Heating &
Cooling in July 2003. Previously he had been President, Worldwide Refrigeration and International
Operations since 2001. Mr. McDonough joined Heatcraft, Inc. in 1990, when the Company acquired Larkin
Coils, as a Division Sales Manager. He was named Director of Sales in 1992 and became Vice President and
General Manager of the Refrigeration Products Division in 1995. In 2000, he was appointed President,
Worldwide Commercial Refrigeration. Previously he held a number of sales positions at Larkin Coils before
becoming National Sales Manager in 1987.
Michael G. Schwartz, 46, became President and Chief Operating OÇcer, Worldwide Refrigeration in
July 2003. Prior to his current appointment, he had served as President, North American Distributed Products
since 2000, and President and Chief Operating OÇcer of Armstrong Air Conditioning Inc. since 1997.
Mr. Schwartz joined Heatcraft in 1990 when the Company acquired Bohn Heat Transfer Inc. and served as
Director of Sales and Marketing, Original Equipment Manufacturer Products and Vice President of
Commercial Products for Heatcraft Inc. where his responsibilities included the development of Heatcraft's
position in the A-Coil market. Mr. Schwartz began his career with Bohn Heat Transfer Inc. in 1981.
William F. Stoll, Jr., 56, became Executive Vice President and Chief Legal OÇcer for Lennox
International in March 2004. Most recently, Mr. Stoll was Executive Vice President and Chief Legal OÇcer
for Borden, Inc. from 1996 to 2003. Prior to his career with Borden, Inc., he worked for 21 years with
Westinghouse Electric Corporation, becoming Vice President and Deputy General Counsel in 1993.
David L. Inman, 50, was named Vice President, Controller and Chief Accounting OÇcer for the
Company in 2001. Previously, he served as Vice President and Group Controller of North American
Distributed Products from 2000 to 2001. Mr. Inman has held multiple positions in accounting, internal audit
and Ñnancial systems within the Company including Controller of Armstrong Air Conditioning Inc., a
subsidiary of the Company.
11
Item 2. Properties
Real Property and Leases
The following chart lists the Company's major domestic and international manufacturing, distribution
and oÇce facilities and whether such facilities are owned or leased:
Location
Segment
Richardson, TX
Marshalltown, IA
Bellevue, OH
Blackville, SC
Orangeburg, SC
Grenada, MS
Union City, TN
Lynwood, CA
Burlington, WA
Orange, CA
Laval, Canada
Des Moines, IA
Headquarters
Residential Heating & Cooling
Residential Heating & Cooling
Residential Heating & Cooling
Residential Heating & Cooling
Residential Heating & Cooling
Residential Heating & Cooling
Residential Heating & Cooling
Residential Heating & Cooling
Residential Heating & Cooling
Residential Heating & Cooling
Residential & Commercial
Heating & Cooling
Stuttgart, AR
Commercial Heating & Cooling
Prague, Czech Republic
Commercial Heating & Cooling
Longvic, France
Mions, France
Burgos, Spain
Danville, IL
Tifton, GA
Stone Mountain, GA
Milperra, Australia
Genas, France
San Jose dos Campos, Brazil
Auckland, New Zealand
Barcelona, Spain
Krunkel, Germany
Wuzi, China
Carrollton, TX
Commercial Heating & Cooling
Commercial Heating & Cooling
Commercial Heating & Cooling
Refrigeration
Refrigeration
Refrigeration
Refrigeration
Refrigeration
Refrigeration
Refrigeration
Refrigeration
Refrigeration
Refrigeration
Research & Development facility
Approx. Sq. Ft.
(in thousands)
Owned/Leased
311
1,300
Owned & Leased
Owned & Leased
613
375
329
300
295
200
120
67
152
352
500
161
133
129
71
322
232
145
412
172
160
80
65
48
23
130
Owned
Owned
Owned
Leased
Owned
Leased
Owned
Leased
Owned
Leased
Owned
Owned
Owned
Owned
Owned
Owned
Owned
Owned
Owned
Owned
Owned
Owned
Leased
Owned
Owned
Owned
In addition to the properties described above and excluding dealer facilities, the Company leases over 55
facilities in the United States for use as sales oÇces and district warehouses and additional facilities worldwide
for use as sales and service oÇces and regional warehouses. The vast majority of Company-owned service
center facilities are leased and the remainders are owned. The Company believes that its properties are in good
condition and adequate for its present requirements. The Company also believes that its principal plants are
generally adequate to meet its production needs.
12
Item 3. Legal Proceedings
The Company is involved in various claims and lawsuits incidental to its business. In addition, the
Company and its subsidiary Heatcraft Inc. have been named in four lawsuits in connection with its former
heat transfer operations. The lawsuits allege personal injury resulting from alleged emissions of trichloroethyl-
ene, dichloroethylene, and vinyl chloride and other unspeciÑed emissions from the South Plant in Grenada,
Mississippi, previously owned by Heatcraft Inc. It is not possible to predict with certainty the outcome of these
matters or an estimate of any potential loss; however, based on present knowledge, management believes that
it is unlikely that any Ñnal resolution of these matters will result in a material liability for the Company. As of
December 31, 2004, no accrual has been made for these matters. The Company anticipates the future legal
fees in defense of these matters could be signiÑcant.
As more fully described under ""Item 9A Ì Controls and Procedures,'' in March 2004, the Company
announced that the Audit Committee of the Company's Board of Directors initiated an independent inquiry
into certain accounting matters related to the Company's Canadian service centers in its Service Experts
operations. Immediately prior to such announcement, the Company contacted the Fort Worth oÇce of the
SEC to inform them of the existence and details of such allegations and the related independent inquiry.
Independent counsel for the Audit Committee communicated the results of the independent inquiry to the
SEC. On January 31, 2005, the Company announced the SEC investigation was converted to a formal status
and the Company continues to fully cooperate with the SEC by producing information and documentation in
response to requests from the SEC. The Company is unable to predict the ultimate outcome of this matter.
Item 4. Submission of Matters to a Vote of Security Holders
The Company's 2004 Annual Meeting of Stockholders (""Annual Meeting'') was held on November 16,
2004. At the Annual Meeting, the Company's stockholders elected Ñve directors with terms expiring at the
Company's Annual Meeting of Stockholders in 2007.
The following sets forth the results of voting at the Annual Meeting for the election of directors*:
Directors
For
Withheld
Abstentions
Janet K. Cooper ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
C.L. (Jerry) Henry ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Robert E. Schjerven ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Terry D. Stinson ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Richard L. Thompson ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
42,488,356
44,033,050
41,009,093
40,893,725
44,755,341
2,865,626
1,320,932
4,344,889
4,460,257
598,641
*
*
*
*
*
* With respect to the election of Directors, the form of proxy permitted stockholders to check boxes
indicating votes with ""For'' or ""Withhold Authority,'' or to vote ""Exceptions'' and to name exceptions.
Votes relating to directors designated above as ""Withheld'' include votes cast as ""Withhold Authority'' and
for named exceptions.
Following the Annual Meeting, Thomas W. Booth, James J. Byrne, John W. Norris III, and John W.
Norris Jr., having terms expiring in 2005, and Linda G. Alvarado, Steve R. Booth, David V. Brown, John E.
Major and Walden W. O'Dell, having terms expiring in 2006, continued in oÇce.
13
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
The Company's common stock is listed for trading on the New York Stock Exchange under the symbol
""LII.'' The high and low sales prices for the Company's common stock for each quarterly period during 2004
and 2003 are set forth in Note 15 of the Notes to Consolidated Financial Statements on page 66 herein.
During 2004 and 2003, the Company declared quarterly cash dividends as set forth in Note 15 of the Notes to
Consolidated Financial Statements on page 66 herein. The quarterly dividend declared in December 2004 was
paid on January 10, 2005. The amount and timing of dividend payments are determined by the Company's
Board of Directors and subject to certain restrictions under the Company's credit agreements. As of
February 18, 2005, there were approximately 11,500 beneÑcial holders of the Company's common stock.
On February 28, 2005, the Company's Board of Directors approved a cash dividend of $0.10 per share of
outstanding common stock. The dividend will be paid on April 8, 2005 to all common shareholders of record
as of March 25, 2005.
Equity Compensation Plans Information
The information in the section of the 2005 Proxy Statement captioned ""Equity Compensation Plans
Information'' is incorporated in this Item 5 by reference.
Item 6. Selected Financial Data (unaudited)
The table below shows the selected Ñnancial data of the Company for the Ñve years ended December 31,
2004:
Statements of Operations Data
Net Sales ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Operational (Loss) Income From Continuing
Operations(1)ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
(Loss)Income From Continuing Operations(1)ÏÏÏ
Net (Loss) Income(1) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Diluted (Loss) Earnings Per Share From
Continuing OperationsÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Dividends Per Share ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Other Data
Capital Expenditures ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Research & Development ExpensesÏÏÏÏÏÏÏÏÏÏÏÏ
Balance Sheet Data
Total Assets(1) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Total Debt ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Stockholders' Equity(1) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Note:
2004
For the Year Ending December 31,
2003
2001
2002
(In millions, except per share data)
2000
$2,982.7
$2,789.9
$2,727.4
$2,802.7
$2,928.1
(36.6)
(93.5)
(134.4)
(1.56)
0.385
157.8
86.7
86.4
1.36
0.38
101.3
(209.5)
(203.5)
0.66
0.38
(7.3)
(46.6)
(40.6)
(0.83)
0.38
137.4
44.6
59.3
0.79
0.38
$
40.3
37.6
$
39.7
38.0
$
22.4
38.2
$
16.6
37.3
$
56.7
36.5
$1,518.6
310.5
472.9
$1,720.1
362.3
577.7
$1,510.9
379.9
433.6
$1,793.4
517.8
654.0
$2,051.4
690.5
739.5
(1) In the fourth quarter of 2004, the Company changed to equity accounting for its investment in one of its
aÇliates. The Company has adjusted prior years information to reÖect this change. The change increased
prior year earnings of aÇliates by $2.0 million in 2003, $1.5 million in 2002, $1.8 million in 2001 and
14
$0.2 million in 2000. The change also increased the Company's stockholders' equity by $5.4 million in
2003, $3.3 million in 2002, $1.7 million in 2001 and $0.2 million in 2000.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview
LII participates in four reportable business segments of the heating, ventilation, air conditioning and
refrigeration (""HVACR'') industry. The Ñrst reportable segment is Residential Heating & Cooling, in which
LII manufactures and markets a full line of heating, air conditioning and Hearth Products for the residential
replacement and new construction markets in the United States and Canada. The second reportable segment
is Commercial Heating & Cooling, in which LII manufactures and sells primarily rooftop products and related
equipment for light commercial applications. Combined, the Residential Heating & Cooling and Commercial
Heating & Cooling segments form LII's Heating and Cooling business. The third reportable segment is
Service Experts, which includes sales and installation of, and maintenance and repair services for HVAC
equipment. The fourth reportable segment is Refrigeration, in which LII manufactures and sells unit coolers,
condensing units and other commercial refrigeration products.
Improving the performance of the Service Experts business segment remains a top priority of LII's
management. In the Ñrst Ñscal quarter of 2004, LII's Board of Directors approved a turnaround plan designed
to improve the performance of its Service Experts business segment. The plan realigns Service Experts' dealer
service centers to focus on service and replacement opportunities in the residential and light commercial
markets. LII identiÑed 130 dealer service centers, whose primary business is residential and light commercial
service and replacement, which comprise the ongoing Service Experts business segment. As of the end of
2004, LII has divested the remaining 48 centers (47 existing centers plus a branch of an ongoing center), in
addition to the previously announced closure of four centers. The 48 centers that are no longer a part of
Service Experts have been classiÑed as a discontinued business. See ""Results of Operations Ì Year Ended
December 31, 2004 Compared to Year Ended December 31, 2003 Ì Loss from Discontinued Operations'' for
more detail regarding Service Experts' discontinued operations.
In addition to the realignment of dealer service centers discussed above, the Service Experts business
segment continues the implementation of a program focused on the sharing of best practices across all
residential service and replacement service centers. This rollout began mid-year in 2003 and was completed at
most of the U.S. service centers in the third quarter of 2004. Rollout of the program to the Service Experts
Canadian service centers has commenced and completion is expected by the end of 2005. The deployment of a
common information technologies (""IT'') system in Service Experts Canadian service centers was completed
in the third quarter of 2004. This IT system facilitates the consolidation of service center accounting functions
as well as the tracking of key performance indicators used in the best practices program described above.
Item 9A ""Controls and Procedures'' also contains a listing of actions that have been implemented and
continue to be implemented in the Service Experts business segment.
During the Ñrst quarter of 2004, LII conducted fair-value-based tests, which are required at least
annually by Statement of Financial Accounting Standards No. 142 ""Goodwill and Other Intangible Assets''
(""SFAS No. 142''), and determined that the carrying value of Service Experts' goodwill exceeded its fair
value. As a result, LII recorded a pre-tax, non-cash charge of $208.0 million for the year ended December 31,
2004 in the Company's Service Experts business segment. The impairment charge was driven primarily by
lower than expected operating results as well as the turnaround plan discussed above. The tax beneÑt of this
charge was $23.2 million. The $208.0 million pre-tax goodwill impairment charge is included in LII's
operating loss from continuing operations for the year ended December 31, 2004. Subsequent to the
recognition of the $208.0 million goodwill impairment under SFAS No. 142 and as part of the realignment of
service centers discussed above, LII also recognized $14.8 million in pre-tax goodwill impairment included in
its $38.9 million pre-tax loss on discontinued operations under Statement of Financial Accounting Standards
No. 144, ""Accounting for the Impairment or Disposal of Long-Lived Assets'' (""SFAS No. 144''), resulting in
a total pre-tax goodwill impairment charge of $222.8 million for the year ended December 31, 2004.
15
LII's customers include distributors, installing dealers, property owners, national accounts and original
equipment manufacturers. LII recognizes sales revenue when products are shipped or when services are
rendered. The demand for LII's products and services is inÖuenced by national and regional economic and
demographic factors, such as interest rates, the availability of Ñnancing, regional population and employment
trends, new construction, general economic conditions and consumer conÑdence. In addition to economic
cycles, demand for LII's products and services is seasonal and dependent on the weather. Hotter than normal
summers generate strong demand for replacement air conditioning, refrigeration products and services and
colder than normal winters have the same eÅect on heating products and services. Conversely, cooler than
normal summers and warmer than normal winters depress HVACR sales and services.
The principal components of cost of goods sold in LII's manufacturing operations are component costs,
raw materials, factory overhead, labor and estimated costs of warranty expense. In LII's Service Experts
segment, the principal components of cost of goods sold are equipment, parts and supplies and labor. The
principal raw materials used in LII's manufacturing processes are steel, copper and aluminum. LII partially
mitigated the impact of rising commodity prices in 2004 through a combination of improved production
eÇciency, cost reduction initiatives, hedging programs and price increases. LII anticipates that it will continue
to at least partially mitigate rising commodity prices in 2005 in a similar manner. Warranty expense is
estimated based on historical trends and other factors.
On January 1, 2002, LII adopted SFAS No. 142, and recorded a $283.7 million impairment of goodwill
($247.9 million, net of taxes). The impairment charge related primarily to the 1998 to 2000 acquisitions of
LII's Service Experts and Hearth Products operations, where lower than expected operating results occurred.
During August 2002, LII formed joint ventures with Outokumpu Oyj of Finland (""Outokumpu'').
Outokumpu purchased a 55% interest in the Company's former Heat Transfer business segment in the U.S.
and Europe for $55 million in cash and notes, with LII retaining 45% ownership. The net after-tax gain on the
sale and the related expenses and charges was $6.4 million. LII accounts for its remaining 45% ownership
interest using the equity method of accounting. The Company currently reports the historical results of
operations of its former Heat Transfer business segment in the ""Corporate and other'' business segment.
LII's Ñscal year ends on December 31 of each year and its interim Ñscal quarters are each comprised of
13 weeks. For convenience, throughout this Management's Discussion and Analysis of Financial Condition
and Results of Operations, the 13-week periods comprising each Ñscal quarter are denoted by the last day of
the calendar quarter.
Results of Operations
As a result of the Service Experts' turnaround plan discussed above in the Overview, the operating results
of the 48 dealer service centers that are no longer a part of the Service Experts business segment have been
reported as discontinued operations in the Company's Consolidated Statements of Operations. Prior years
results of operations have been restated to conform to the current year presentation.
16
The following table sets forth, as a percentage of net sales, LII's statement of income data for the years
ended December 31, 2004, 2003 and 2002:
Year Ended December 31,
2003
2004
2002
Net sales ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Cost of good sold ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
100.0%
66.6
100.0%
66.2
100.0%
68.2
Gross proÑt ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Selling, general and administrative expense ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Goodwill impairment ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
(Gains) losses and other expenses ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Restructurings ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Operational (loss) income from continuing operationsÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Interest expense, net ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Other incomeÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
33.4
27.7
6.9
Ì
Ì
(1.2)
0.9
Ì
(Loss) income from continuing operations before income taxes and
cumulative eÅect of accounting change ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Provision for income taxes ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
(2.1)
1.0
(Loss) income from continuing operations before cumulative eÅect of
accounting changeÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
(3.1)
Discontinued operations:
Loss (income) from operations of discontinued operations ÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Income tax (beneÑt) provision ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Loss on disposal of discontinued operationsÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Income tax beneÑt ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Loss (income) from discontinued operations ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Cumulative eÅect of accounting changeÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
1.3
(0.3)
0.5
(0.1)
1.4
Ì
33.8
28.1
Ì
0.1
Ì
5.6
1.0
(0.1)
4.7
1.6
3.1
Ì
Ì
Ì
Ì
Ì
Ì
31.8
28.0
Ì
(0.3)
0.3
3.8
1.2
Ì
2.6
1.2
1.4
(0.3)
0.1
Ì
Ì
(0.2)
9.1
Net (loss) income ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
(4.5)%
3.1%
(7.5)%
17
The following table sets forth net sales by business segment and geographic market (dollars in millions):
2004
Year Ended December 31,
2003
2002
Amount
%
Amount
%
Amount
%
Business Segment:
Residential ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Commercial ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$1,419.8
580.8
47.6% $1,358.7
508.4
19.5
48.7% $1,249.1
442.4
18.2
Heating & Cooling ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Service Experts ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Refrigeration ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Corporate and other ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
EliminationsÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
2,000.6
611.7
444.7
Ì
(74.3)
67.1
20.5
14.9
Ì
(2.5)
1,867.1
611.3
387.2
Ì
(75.7)
66.9
21.9
13.9
Ì
(2.7)
1,691.5
613.8
363.8
129.3
(71.0)
45.8%
16.2
62.0
22.5
13.3
4.7
(2.5)
Total net sales ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$2,982.7
100.0% $2,789.9
100.0% $2,727.4
100.0%
Geographic Market:
U.S. ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
International ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$2,254.8
727.9
75.6% $2,135.1
654.8
24.4
76.5% $2,140.4
587.0
23.5
78.5%
21.5
Total net sales ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$2,982.7
100.0% $2,789.9
100.0% $2,727.4
100.0%
Year Ended December 31, 2004 Compared to Year Ended December 31, 2003
As a result of the Service Experts' turnaround plan discussed above in the Overview, the operating results
of the 48 dealer service centers that are no longer a part of the Service Experts business segment have been
reported as discontinued operations in the Company's Consolidated Statements of Operations. Prior years
results of operations have been restated to conform to the current year presentation.
Net Sales
Net sales increased $192.8 million, or 6.9%, to $2,982.7 million for the year ended December 31, 2004
from $2,789.9 million for the comparable period in 2003. Excluding the favorable impact of foreign currency
translation, net sales increased $130.7 million, or 4.7%, compared to the same period in 2003. Excluding the
favorable impact of foreign currency translation, net sales were higher in all of the Company's business
segments, with the exception of Service Experts.
Net sales in the Residential Heating & Cooling business segment increased $61.1 million, or 4.5%, to
$1,419.8 million for the year ended December 31, 2004 from $1,358.7 million for the year ended Decem-
ber 31, 2003. Excluding the impact of foreign currency translation, net sales increased 3.6%, or $48.4 million,
compared to the year ended December 31, 2003. Net sales increases were achieved by all of the Company's
major home comfort businesses in the Residential Heating & Cooling business segment due in part to
sustained strength in residential new construction and price increases in response to rising commodity prices,
although cooler than normal summer weather negatively impacted net sales. According to the National
Association of Home Builders, single-family housing starts of 1.61 million units in 2004 were 7.5% higher than
in 2003. Net sales of premium Dave Lennox Signature collection home comfort products were up 25% for the
year ended December 31, 2004 compared to the same period in 2003. Net sales in the Company's Hearth
Products business segment were up signiÑcantly over the same period as a result of increased sales to existing
customers.
Net sales in the Commercial Heating & Cooling business segment increased $72.4 million, or 14.2%, to
$580.8 million for the year ended December 31, 2004 compared to the year ended December 31, 2003.
Excluding the impact of foreign currency translation, net sales increased $56.3 million, or 11.1%, compared to
the year ended December 31, 2003. The increase in net sales was due primarily to strong domestic sales
growth, particularly in sales to national accounts, as well as an increase in sales to commercial mechanical
18
contractors. When adjusted for foreign currency translation, net sales in the Company's European operations
for the year ended December 31, 2004 were also higher compared to the same period in 2003.
Net sales in the Service Experts business segment were Öat at $611.7 million for the year ended
December 31, 2004 compared to $611.3 million for the year ended December 31, 2003. After excluding the
favorable impact of foreign currency translation, net sales declined $7.3 million, or 1.2%. The Öat net sales
were due in part to cooler than normal summer weather.
Refrigeration business segment net sales increased $57.5 million, or 14.9%, to $444.7 million for the year
ended December 31, 2004 compared to the year ended December 31, 2003. Excluding the impact of foreign
currency translation, net sales increased $30.4 million, or 7.9%, for the year ended December 31, 2004
compared to the same period in 2003. Net sales were higher in all businesses within this segment after
excluding the favorable impact of foreign currency translation and were particularly strong domestically.
Domestic sales were up signiÑcantly for the year ended December 31, 2004 compared to the same period in
2003 due in large part to strong activity in large cold storage projects and improved market penetration in the
supermarket sector. Net sales were higher in the Company's Asia PaciÑc operations as a result of improved
demand for refrigeration equipment, particularly in the supermarket sector. Net sales were also higher in the
Company's European operations.
Gross ProÑt
Gross proÑt was $997.5 million for the year ended December 31, 2004 compared to $943.3 million for the
year ended December 31, 2003, an increase of $54.2 million, or 5.7%. Gross proÑt margin declined to 33.4%
from 33.8% for the year ended December 31, 2004 compared to the same period in 2003. The decline in gross
proÑt margin was due primarily to declines in the Company's Residential Heating & Cooling and Service
Experts' business segments as well as higher commodity prices overall. Commodity prices, and related
component costs, in LII's manufacturing businesses increased by approximately $47 million for the year ended
December 31, 2004 compared to the same period in 2003. LII partially mitigated the impact of rising
commodity prices in 2004 through a combination of improved production eÇciency, cost reduction initiatives,
hedging programs and price increases.
In the Company's Residential Heating & Cooling business segment, gross proÑt margins declined 0.4%
for the year ended December 31, 2004 compared to the same period in 2003 due primarily to rising commodity
prices partially oÅset by higher volumes, a favorable mix of higher-margin premium products and improved
factory performance. Gross proÑt margins improved 0.1% in the Company's Commercial Heating & Cooling
business segment over the same period due to higher volumes and strong factory performance partially oÅset
by rising commodity prices. In the Company's Service Experts business segment, gross proÑt margin declined
0.2% over the same period due in part to unfavorable weather skewing the revenue mix towards lower-margin
maintenance business versus higher-margin replacement business. In the Company's Refrigeration business
segment, gross proÑt margin was Öat over the same period. LIFO (last in, Ñrst out) inventory liquidations did
not have a material impact on gross proÑt margins.
Selling, General and Administrative Expense
Selling, General and Administrative (""SG&A'') expenses were $826.1 million for the year ended
December 31, 2004, an increase of $42.5 million, or 5.4%, from $783.6 million for the year ended
December 31, 2003. Of the $42.5 million increase in SG&A expenses, approximately $16 million was due to
unfavorable foreign currency translation, $11 million due to consulting fees in connection with Sarbanes-Oxley
compliance, $7 million due to investigation costs related to the Service Experts operations and $1.6 million for
a prior period adjustment relating to a Canadian currency translation account in 2003. Higher freight and
commissions due primarily to higher sales volumes, higher distribution and selling expenses and cost increases
in overhead expenses accounted for the remaining portion of the increase in SG&A. As a percentage of total
net sales, SG&A expenses improved to 27.7% for the year ended December 31, 2004 compared to 28.1% for
the year ended December 31, 2003. The Company has no signiÑcant concentration of credit risk among its
diversiÑed customer base.
19
Goodwill Impairment
Goodwill impairment represents a pre-tax, non-cash charge of $208.0 million for the year ended
December 31, 2004 in the Company's Service Experts business segment, where lower than expected operating
results occurred. The tax beneÑt of this charge was $23.2 million. During the Ñrst quarter of 2004, the
Company conducted fair-value-based tests, which are required at least annually by SFAS No. 142, and
determined that the carrying value of Service Experts' goodwill exceeded its fair value. These fair-value-based
tests were applied to all Service Experts service centers before consideration of the divestitures announced as
part of the Company's Service Experts turnaround plan. An additional $14.8 million of pre-tax goodwill
impairment is included in the $38.9 million pre-tax loss from operations of discontinued operations discussed
below resulting in a total pre-tax goodwill impairment charge of $222.8 million for the year ended
December 31, 2004.
(Gain) Losses and Other Expenses
(Gains) losses and other expenses were a net pre-tax expense of $1.9 million for the year ended
December 31, 2003 which included a pre-tax expense of $3.4 million for reserve requirements related to the
heat transfer joint venture agreement the Company entered into with Outokumpu during the third quarter of
2002, pre-tax expenses totaling $2.6 million from the loss on the sale of a HVAC distributor in the Company's
Residential Heating & Cooling business segment and other expenses partially oÅset by a $2.4 million pre-tax
gain on the sale of the Company's Electrical Products Division and a $1.7 million pre-tax gain on the sale of a
manufacturing facility in Europe in the Company's Refrigeration business segment.
Interest Expense, Net
Interest expense, net for the year ended December 31, 2004 decreased $1.2 million from $28.4 million for
the year ended December 31, 2003. The lower interest expense was due primarily to lower average debt levels
partially oÅset by $1.9 million of expenses related to the Company's $35 million pre-payment on its long-term
debt in June 2004. The $35 million long-term debt pre-payment was scheduled to have been repaid in the
third quarter of 2005. As of December 31, 2004, total debt of $310.5 million was $51.8 million lower than total
debt as of December 31, 2003.
Other Income
Other income was $0.8 million for the year ended December 31, 2004 and $2.4 million in 2003. Other
income includes foreign currency exchange gains, which relate principally to the Company's operations in
Canada, Australia and Europe, and expenses related to minority interest holders.
Provision for Income Taxes
The provision for income taxes on continuing operations was $30.5 million for the year ended
December 31, 2004 compared to a provision for income taxes on continuing operations of $45.1 million for the
year ended December 31, 2003. The eÅective tax rate on continuing operations was 48.4% and 34.2% for the
year ended December 31, 2004 and December 31, 2003, respectively. Excluding the tax beneÑt of
$23.2 million from goodwill impairment, the provision for income taxes on continuing operations would have
been $53.7 million for the year ended December 31, 2004. The eÅective tax rate on continuing operations,
excluding the goodwill impairment charge, was 37.0% for the year ended December 31, 2004. These eÅective
rates diÅer from the statutory federal rate of 35% principally due to state and local taxes, non-deductible
expenses, foreign operating losses for which no tax beneÑts have been recognized and foreign taxes at rates
other than 35%.
Loss from Discontinued Operations
In the Ñrst Ñscal quarter of 2004, the Company's Board of Directors approved a turnaround plan designed
to improve the performance of its Service Experts business segment. The plan realigns Service Experts' dealer
service centers to focus on service and replacement opportunities in the residential and light commercial
20
markets. LII identiÑed 130 dealer service centers, whose primary business is residential and light commercial
service and replacement, which comprise the ongoing Service Experts business segment. As of the end of
2004, LII has divested the remaining 48 centers, in addition to the previously announced closure of four
centers. The 48 centers that are no longer a part of Service Experts have been classiÑed as a discontinued
business.
Under SFAS No. 144, the operating results of the 48 centers that are no longer a part of the Service
Experts business segment are reported as discontinued operations in LII's Consolidated Statements of
Operations for all periods presented. The following table details the Company's pre-tax loss from discontinued
operations for the year ended December 31, 2004 (in millions):
Goodwill impairment ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Impairment of property, plant and equipment ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Operating loss ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Other divestiture costs ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Subtotal ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Loss on disposal of centersÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Year Ended
December 31,
2004
$14.8
3.1
14.9
6.1
38.9
14.9
Total loss from discontinued operations ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$53.8
No speciÑc reserves were created as a result of the turnaround plan. The Company anticipates additional
expenses will be recorded during the Ñrst quarter of 2005; however, the total of such expenses is not expected
to be material.
The income tax beneÑt on discontinued operations was $12.9 million for the year ended December 31,
2004, which includes a $1.6 million income tax beneÑt related to the goodwill impairment. Cash proceeds
from the sale of these centers and related tax eÅects more than oÅset the cash expenses of divestiture.
Year Ended December 31, 2003 Compared to Year Ended December 31, 2002
As a result of the Service Experts' turnaround plan discussed above in the Overview, the operating results
of the 48 dealer service centers that are no longer a part of the Service Experts business segment have been
reported as discontinued operations in the Company's Consolidated Statements of Operations. Prior years
results of operations have been restated to conform to the current year presentation.
Net Sales
Net sales increased $62.5 million, or 2.3%, to $2,789.9 million for the year ended December 31, 2003
from $2,727.4 million for the comparable period in 2002. Excluding the favorable impact of foreign currency
translation, net sales declined 1.0% compared to the same period in 2002. Higher net sales in the Residential
Heating & Cooling and Commercial Heating & Cooling segments and in the Refrigeration segment were
partially oÅset by lower net sales in the Service Experts business segment, the absence of net sales from the
Company's former Heat Transfer business segment, 55% of which was sold to Outokumpu during the third
quarter of 2002, and the wind-down of the Company's engineered machine tool business. The Company
reports the historical results of operations of its former Heat Transfer business segment in the ""Corporate and
other'' business segment. Adjusting for the loss of $129.3 million of net sales from the Company's former Heat
Transfer business segment and excluding a $90.7 million favorable impact of foreign currency translation, net
21
sales increased $101.1 million, or 3.9% for the year ended December 31, 2003 compared to the year ended
December 31, 2002 as shown in the following table (dollars in millions):
Net sales, as reported ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Net sales from former Heat Transfer business
segment ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Impact of foreign currency translation ÏÏÏÏÏÏÏÏÏÏÏÏ
Year Ended
December 31,
2003
2002
$ Change
% Change
$2,789.9
$2,727.4
$
62.5
2.3%
Ì
(90.7)
(129.3)
Ì
129.3
(90.7)
Net sales, as adjusted ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$2,699.2
$2,598.1
$ 101.1
3.9%
Net sales in the Residential Heating & Cooling business segment increased $109.6 million, or 8.8%, to
$1,358.7 million for the year ended December 31, 2003 from $1,249.1 million in 2002. Excluding the impact of
foreign currency translation, net sales increased 7.2%, or $90.0 million, compared to the year ended
December 31, 2002. Net sales increases were achieved by the Company's Lennox and Ducane brands of home
comfort equipment and Hearth Products business, all of which experienced sales increases ranging from 10%
to 20% for the year ended December 31, 2003 compared to the same period in 2002.
Higher net sales of the Company's Lennox brand of home comfort equipment were due primarily to
customer acceptance of new products and strength in the residential new construction market driven primarily
by lower interest rates. According to the National Association of Home Builders, single and multi-family
housing starts of 1.85 million units in 2003 were 8.1% higher than in 2002. Higher net sales of the Company's
Ducane brand of home comfort equipment were due primarily to expanded distribution. Higher net sales in
the Company's Hearth Products business were due primarily to higher sales to new and existing customers and
strength in the residential new construction market. Overall, the Company's Residential Heating & Cooling
business segment outperformed the market. For example, according to the Air-Conditioning and Refrigeration
Institute, U.S. factory shipments of unitary air conditioners and heat pumps were up only 1% January through
December 2003 compared to the same period in 2002.
Net sales in the Commercial Heating & Cooling business segment increased $66.0 million, or 14.9%, to
$508.4 million for the year ended December 31, 2003 compared to the year ended December 31, 2002.
Excluding the impact of foreign currency translation, net sales increased $39.7 million, or 9.0%, compared to
the year ended December 31, 2002. The higher net sales were driven primarily by increased domestic sales to
new and existing national accounts, as well as higher sales to commercial mechanical contractors. Net sales in
the Company's European operations for the year ended December 31, 2003 were up modestly compared to the
same period in 2002, excluding the impact of foreign currency translation.
Net sales in the Service Experts business segment declined $2.5 million, or 0.4%, to $611.3 million from
$613.8 million for the year ended December 31, 2003 compared to the year ended December 31, 2002. Net
sales declined $14.6 million, or 2.4%, excluding the impact of foreign currency translation. The sales decline
was due primarily to lower sales in Canada.
Refrigeration business segment net sales increased $23.4 million, or 6.4%, to $387.2 million for the year
ended December 31, 2003 compared to the year ended December 31, 2002. However, excluding the impact of
foreign currency translation, net sales decreased $11.7 million, or 3.2%, for the year ended December 31, 2003
compared to 2002. The sales decline, excluding the impact of foreign currency translation, was due primarily
to continued depressed domestic and international market demand from retail customers.
Gross ProÑt
Gross proÑt was $943.3 million for the year ended December 31, 2003 compared to $866.1 million for the
year ended December 31, 2002, an increase of $77.2 million. Gross proÑt margin improved 2.0% to 33.8% for
the year ended December 31, 2003 from 31.8% for the comparable period in 2002. Gross proÑt margin
22
improved in the Company's Residential Heating & Cooling, Commercial Heating & Cooling and Refrigera-
tion business segments.
In the Company's Residential Heating & Cooling business segment, gross proÑt margins improved 1.4%
for the year ended December 31, 2003 compared to the same period in 2002 due primarily to higher volumes,
a favorable mix of higher-margin premium products and improved Hearth Products performance. Gross proÑt
margins improved 2.3% in the Company's Commercial Heating & Cooling business segment over the same
period due to higher volumes, increased factory productivity and the beneÑts of reducing excess international
manufacturing capacity. In the Company's Service Experts business segment, gross proÑt margin declined
0.4% over the same period due primarily to unfavorable inventory valuations as well as labor ineÇciencies and
margin erosion driven by price competition necessary to maintain net sales. In the Company's Refrigeration
business segment, gross proÑt margin improved 1.0% over the same period due primarily to purchasing savings
in the Company's domestic and Asia PaciÑc operations. The absence of lower-margin business from the
Company's former Heat Transfer business segment also contributed to the gross proÑt margin improvement
for the year ended December 31, 2003 compared to the same period in 2002. LIFO (last in, Ñrst out)
inventory liquidations did not have a material impact on gross proÑt margins.
Selling, General and Administrative Expense
SG&A expenses were $783.6 million for the year ended December 31, 2003, an increase of $18.7 million,
or 2.4%, from $764.9 million for the year ended December 31, 2002. The increase in SG&A expenses was
driven by $24.2 million of unfavorable foreign currency translation and higher freight, distribution and
marketing expenses due primarily to higher sales volumes. Partially oÅsetting these items were lower SG&A
of $4.3 million (excluding unfavorable foreign currency translation) in the Company's Service Experts
business segment and the absence of SG&A from the former Heat Transfer business segment. As a
percentage of total net sales, SG&A expenses were 28.1% for the year ended December 31, 2003, slightly
higher compared to the year ended December 31, 2002. The Company has no signiÑcant concentration of
credit risk among its diversiÑed customer base.
(Gains) Losses and Other Expenses
(Gains) losses and other expenses were a net pre-tax expense of $1.9 million for the year ended
December 31, 2003 which included $3.4 million of pre-tax expenses related to the Heat Transfer joint venture
agreement the Company entered into with Outokumpu during the third quarter of 2002, pre-tax expenses
totaling $2.6 million from the loss on the sale of a HVAC distributor in the Company's Residential Heating &
Cooling business segment and other expenses partially oÅset by a $2.4 million pre-tax gain on the sale of the
Company's Electrical Products Division and a $1.7 million pre-tax gain on the sale of a manufacturing facility
in Europe in the Company's Refrigeration business segment. For the year ended December 31, 2002,
(gains) losses and other expenses totaled a net pre-tax gain of $7.9 million which included an $11.5 million net
pre-tax gain on the sale of a 55% interest in the Company's former Heat Transfer business segment to
Outokumpu partially oÅset by a $3.6 million pre-tax loss on the sale of the Company's 50% ownership interest
in its Fairco S.A. joint venture in Argentina to the joint venture partner.
Restructurings
Pre-tax restructuring charges for the year ended December 31, 2002 were $7.8 million. Of these charges,
$1.3 million related to the manufacturing and distribution restructuring program which was initiated in the
fourth quarter of 2001 and principally included personnel termination charges in the Company's Residential
Heating & Cooling segment, the relocation of production lines, net gains upon disposal of certain impaired
assets and restructuring income associated with the subleasing of vacated corporate oÇce lease space. The
remaining $6.5 million of these charges related to the Company's engineered machine tool business
restructuring program, which was initiated in the third quarter of 2002, and included personnel termination
charges and other exit costs in the Company's former Heat Transfer business segment.
23
Interest Expense, Net
Interest expense, net, for the year ended December 31, 2003 decreased $3.2 million, or 10.1%, from
$31.6 million for the year ended December 31, 2002. The lower interest expense resulted from lower average
debt levels partially oÅset by marginally higher average interest rates due to a higher proportion of Ñxed rate
debt. The average interest rates on the Company's Ñxed rate debt were higher than the average interest rates
on the Company's variable rate debt. As of December 31, 2003, total debt of $362.3 million was $17.6 million
lower than total debt as of December 31, 2002.
Other Income
Other income was $2.4 million for the year ended December 31, 2003 compared to $0.9 million in 2002.
Other income includes foreign currency exchange gains, which relate principally to the Company's operations
in Canada, Australia and Europe, and expenses related to minority interest holders.
Provision for Income Taxes
The provision for income taxes on continuing operations was $45.1 million for the year ended
December 31, 2003 compared to $32.2 million for the year ended December 31, 2002. The eÅective tax rate
on continuing operations was 34.2% and 45.6% for the years ended December 31, 2003 and December 31,
2002. The eÅective rate diÅers from the statutory federal rate of 35.0% principally due to state and local taxes,
non-deductible expenses, foreign operating losses for which no tax beneÑts have been recognized and foreign
taxes at rates other than 35.0%.
Loss (Income) from Discontinued Operations
In the Ñrst Ñscal quarter of 2004, the Company's Board of Directors approved a turnaround plan designed
to improve the performance of its Service Experts business segment. The plan realigns Service Experts' dealer
service centers to focus on service and replacement opportunities in the residential and light commercial
markets. LII identiÑed 130 dealer service centers, whose primary business is residential and light commercial
service and replacement, which comprise the ongoing Service Experts business segment. As of the end of
2004, LII has divested the remaining 48 centers, in addition to the previously announced closure of four
centers. The 48 centers that are no longer a part of Service Experts have been classiÑed as a discontinued
business.
Under SFAS No. 144, the operating results of the 48 centers that are no longer a part of the Service
Experts business segment are reported as discontinued operations in LII's Consolidated Statements of
Operations for all periods presented. The pre-tax loss (income) from operations of discontinued operations
was $0.1 million and ($7.9) million for the years ended December 31, 2003 and 2002, respectively. The
income tax provision on the operations of discontinued operations was $0.2 million and $1.9 million for the
years ended December 31, 2003 and 2002, respectively.
Cumulative EÅect of Accounting Change
The cumulative eÅect of accounting change represents an after-tax, non-cash, goodwill impairment
charge of $247.9 million for the year ended December 31, 2002. This charge resulted from the adoption of
SFAS No. 142 which became eÅective January 1, 2002 and requires that goodwill and other intangible assets
with an indeÑnite useful life no longer be amortized as expenses of operations, but rather be tested for
impairment upon adoption and, at least annually, by applying a fair-value-based test. During the Ñrst quarter
of 2002, LII conducted such fair-value-based tests and recorded a pre-tax goodwill impairment charge of
$283.7 million. The charge primarily relates to the Company's Service Experts and Residential Heating &
Cooling business segments. The tax beneÑt of this charge was $35.8 million. During the Ñrst quarter of 2003,
LII performed its annual goodwill impairment test and determined that no further goodwill impairment
charge was necessary.
24
Liquidity, Capital Resources and OÅ-Balance Sheet Arrangements
Lennox's working capital and capital expenditure requirements are generally met through internally
generated funds, bank lines of credit and a revolving period asset securitization arrangement. Working capital
needs are more extensive in the Ñrst and second quarter due to the seasonal nature of the Company's business
cycle.
During 2004, LII generated $55.9 million of cash from operations compared to $55.5 million in 2003 and
$167.5 million in 2002. Cash from operations during 2003 was negatively impacted by approximately
$99.0 million due to reduced utilization of the asset securitization arrangement as of December 31, 2003.
Additionally, cash from operations was approximately $20.0 million less in 2003 compared to 2002 due to prior
years' initiatives to reduce overall working capital. Net cash used in investing activities in 2004 includes
$23.3 million of proceeds from the sale of discontinued service centers of the Company's Service Experts
segment. Net cash provided by investing activities in 2002 includes $55 million from the Outokumpu JV sales,
acquiring a partner's remaining 14% interest in Heatcraft do Brasil S.A., and proceeds from the sale of the net
assets of a distributor in the Residential Heating & Cooling segment. Cash used in Ñnancing activities in 2002
reÖects the Company's issuance of $143.8 million of 6.25% convertible subordinated notes due 2009 oÅset by
the use of these net proceeds, the cash from the Outokumpu transaction and cash from operations to reduce its
indebtedness under its revolving credit facility.
As of December 31, 2004, $19.8 million of cash and cash equivalents were restricted primarily due to
outstanding letters of credit related to the Company's captive insurance plan.
Capital expenditures of $40.3 million and $39.7 million in 2004 and 2003, respectively, were primarily for
production equipment in the manufacturing plants in the Residential Heating & Cooling and Commercial
Heating & Cooling business segments. The Company projects its capital expenditures to increase signiÑcantly
in 2005 to approximately $80 million, primarily driven by increased spending to comply with the new National
Appliance Energy Conservation Act that increases the minimum eÇciency for residential air conditioners by
30 percent, as well as investment in other new products, and IT systems.
In June 2004, LII made a pre-payment on its long-term debt of $35 million. The long-term debt was
scheduled to have been repaid in the third quarter of 2005. The pre-payment make-whole amount associated
with the debt was $1.9 million and was expensed in 2004.
As of December 31, 2004, the Company had outstanding long-term debt obligations totaling $304.5 mil-
lion, which was down from $358.7 million at December 31, 2003. The amount outstanding as of December 31,
2004 consisted primarily of Ñve issues of notes with an aggregate principal outstanding of $298.2 million, with
interest rates ranging from 6.25% to 8.0% and with maturities ranging from 2005 to 2010. The Company has
bank lines of credit aggregating $260.7 million, of which $11.0 million was borrowed and outstanding, and
$90.3 million was committed to standby letters of credit as of December 31, 2004. The remaining
$159.4 million was available for future borrowings, subject to covenant limitations. Included in the lines of
credit are several regional facilities and a multi-currency facility in the amount of $225 million governed by
agreements between the Company and a syndicate of banks. In September 2003, the Company amended its
former domestic facility to, among other things, base covenants on the Ñnancials of domestic and foreign
subsidiaries, extend the facility maturity date to September 2006 and reduce capacity from $270 million to
$205 million. In October 2003, the facility capacity was increased to $225 million. The facility bears interest,
at the Company's option, at a rate equal to either (a) the greater of the bank's prime rate or the federal fund's
rate plus 0.5% or (b) the London Interbank OÅered Rate plus a margin equal to 1.0% to 2.5%, depending
upon the ratio of total funded debt-to-earnings before interest, taxes, depreciation and amortization
(""EBITDA'') as deÑned in the facility. The Company pays a facility fee, depending upon the ratio of total
funded debt to EBITDA, equal to 0.25% to 0.50% of the capacity. The facility includes restrictive covenants
that limit the Company's ability to incur additional indebtedness, encumber its assets, sell its assets, or pay
dividends. There are no required payments prior to the expiration of the facility. The Company's facility and
promissory notes are secured by the stock of the Company's major subsidiaries. The facility requires that LII
annually and quarterly deliver Ñnancial statements, as well as compliance certiÑcates, to the banks within a
speciÑed period of time.
25
On May 8, 2002, the Company issued $143.8 million of 6.25% convertible subordinated notes (""Notes''),
maturing June 1, 2009, and received proceeds totaling approximately $139 million after debt issuance costs.
Interest is payable semi-annually on June 1 and December 1 of each year. Each $1,000 Note is convertible
into 55.29 shares of Common Stock. Redemption can occur at the Company's option beginning in June 2005
if the market price of the Company's Common Stock has exceeded $23.52 per share during speciÑed periods
and at the option of the Note holders if the market price of the Company's Common Stock has exceeded
$19.90 per share during speciÑed periods or if the market price of the Notes is less than 95% of the market
price of the stock multiplied by 55.29. The Notes are junior in right of payment to all our existing and future
senior indebtedness, and are structurally subordinated to all liabilities of our subsidiaries, including trade
payables, lease commitments and money borrowed. Under the Registration Rights Agreement, dated as of
May 8, 2002 (the ""Registration Rights Agreement''), between LII, UBS Warburg LLC and the other initial
purchasers relating to the Notes, LII agreed that during the two-year period from the date of issuance of the
Notes (May 8, 2002), LII would Ñle with the SEC a registration statement on the Notes and cause the
registration statement to be declared eÅective and usable for the oÅer and sale of the Notes. The delay in Ñling
of LII's Annual Report on Form 10-K for 2003 caused a default on April 29, 2004 under the Registration
Rights Agreements (the ""Default Date'') since the registration statement ceased to be eÅective through
May 8, 2004 (a ""Registration Default''). Upon a Registration Default, LII became contractually obligated to
pay an additional 0.25% per annum interest (""Liquidated Damages'') from the Default Date until the second
anniversary of the issuance of the Notes. As of May 8, 2004, LII was no longer in default with no further
Liquidated Damages required. LII paid approximately $32,000 in Liquidated Damages on June 1, 2004.
Summarized below are LII's long-term payment obligations as of December 31, 2004 (amounts shown in
millions):
Long-term debt and capital leasesÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Operating leasesÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Purchase obligations ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Payments Due by Period
2-3
4-5
Years
Years
1 Year
or Less
$ 36.4
43.8
63.9
$27.7
48.2
Ì
$205.3
18.8
Ì
Total
$304.5
165.0
63.9
Total contractual obligations ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$533.4
$144.1
$75.9
$224.1
After
5 Years
$35.1
54.2
Ì
$89.3
Purchase obligations consist of copper and aluminum commitments. The above table does not include
retirement, postretirement and warranty liabilities because it is not certain when these liabilities will become
due. See Notes 2 and 11 of the Notes to the Company's Consolidated Financial Statements for additional
information.
LII, in addition to the revolving and term loans described above, utilizes two other types of Ñnancing in
the course of funding its operations:
Trade accounts receivable are sold on a non-recourse basis to third parties. The sales are reported as
a reduction of the asset ""Accounts and notes receivable, net'' in the Consolidated Balance Sheets. As of
December 31, 2004 and December 31, 2003, respectively, LII had not sold any, of such accounts
receivable. The receivables are sold at a discount from face value, and this discount aggregated
$2.3 million in 2004 and $2.9 million in 2003. The discount expense is shown as a component of selling,
general and administrative expense in the Consolidated Statements of Operations.
LII also leases real estate and machinery and equipment pursuant to leases, that properly are not
capitalized on the balance sheet under Generally Accepted Accounting Principles (""GAAP''), including
high-turnover equipment such as autos and service vehicles and short-lived equipment such as personal
computers. These operating leases generated rent expense of approximately $55.3 million, $55.9 million
and $66.8 million in the years 2004, 2003 and 2002, respectively.
LII's domestic revolving and term loans contain certain Ñnancial covenant restrictions. As of Decem-
ber 31, 2004, LII was in compliance with all covenant requirements and LII believes that cash Öow from
26
operations, as well as available borrowings under its revolving credit facility and other sources of funding will
be suÇcient to fund its operations for the foreseeable future. LII periodically reviews it's capital structure,
including it's primary bank facility to ensure that adequate liquidity exists.
Market Risk
LII's results of operations can be aÅected by changes in exchange rates. Net sales and expenses in
currencies other than the United States dollar are translated into United States dollars for Ñnancial reporting
purposes based on the average exchange rate for the period. During 2004, 2003 and 2002, net sales from
outside the United States represented 24.4%, 23.5% and 21.5%, respectively, of total net sales. Historically,
foreign currency transaction gains (losses) have not had a material eÅect on LII's overall operations. The
impact of a 10% change in exchange rates on income from operations is estimated to be approximately
$3.9 million.
The Company's results of operations can be aÅected by changes in interest rates due to variable rates of
interest on the revolving credit facilities. A 10% change in interest rates would not be material to the
Company's results of operations.
The Company enters into commodity futures contracts to stabilize prices expected to be paid for raw
materials and parts containing high copper and aluminum content. These contracts are for quantities equal to,
or less than, quantities expected to be consumed in future production. As of December 31, 2004, LII was
committed for 28.6 million pounds of aluminum and 29.7 million pounds of copper under such arrangements
through December 2005. The forward purchase contracts qualify as derivatives and the net fair value of these
contracts was an asset of $10.3 million as of December 31, 2004. Accordingly, the Company has designated
these derivative contracts as a cash Öow hedge and has recorded an unrealized gain of $6.5 million, net of tax
provision of $3.8 million, in the Accumulated Other Comprehensive Gain (Loss) component of stockholders'
equity. The impact of a 10% change in commodity prices on the Company results from operations is estimated
to be approximately $28.8 million, absent any other contravening actions.
Critical Accounting Policies
The preparation of Ñnancial statements requires the use of judgments and estimates. The critical
accounting policies are described below to provide a better understanding of how the Company develops its
judgments about future events and related estimations and how they can impact the Ñnancial statements. A
critical accounting policy is one that requires the most diÇcult, subjective or complex estimates and
assessments and is fundamental to the results of operations. The Company identiÑed the most critical
accounting policies to be:
‚ Estimation of warranty liabilities;
‚ Valuation of goodwill and intangible assets;
‚ Adequacy of allowance for doubtful accounts;
‚ Pension and Postretirement beneÑt projections; and
‚ Estimates of self-insured risks.
This discussion and analysis should be read in conjunction with the consolidated Ñnancial statements and
related notes beginning on page 32.
Product Warranties
A liability for estimated warranty expense is established by a charge against operations at the time the
products are sold. The subsequent costs incurred for warranty claims serve to reduce the product warranty
liability. The Company recorded warranty expense of $28.2 million, $24.1 million and $25.4 million for the
years ended December 31, 2004, 2003 and 2002, respectively.
27
The Company's estimate of future warranty costs is determined for each product line. The number of
units that are expected to be repaired or replaced is determined by applying the estimated failure rate, which is
generally based on historical experience, to the number of units that have been sold and are still under
warranty. The estimated units to be repaired under warranty are multiplied by the average cost (undis-
counted) to repair or replace such products to determine the Company's estimated future warranty cost. The
Company's estimated future warranty cost is subject to adjustment from time to time depending on changes in
actual failure rate and cost experience.
Total liabilities for estimated warranty expense are $71.0 million and $65.4 million as of December 31,
2004 and 2003, respectively, and are included in the following captions on the accompanying Consolidated
Balance Sheets (in millions):
December 31,
2003
2004
Accrued expensesÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Other liabilitiesÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$26.8
44.2
$26.2
39.2
$71.0
$65.4
The changes in the carrying amount of the Company's total warranty liabilities for the years ended
December 31, 2004 and 2003 are as follows (in millions):
Total warranty liability at December 31, 2002 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Payments made in 2003 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Changes resulting from issuance of new warranties ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Total warranty liability at December 31, 2003 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Payments made in 2004 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Changes resulting from issuance of new warranties ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Changes in estimates associated with pre-existing warranties ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$ 61.6
(20.3)
24.1
$ 65.4
(22.6)
26.1
2.1
Total warranty liability at December 31, 2004 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$ 71.0
During the second quarter of 2004, the Company determined that it would no longer produce or sell its
CompleteHeat product line. Concurrently, the Company adjusted its warranty on this product by an additional
$2.6 million based on the fact that it is discontinuing this product with no like replacement. The change in
warranty liability that results from changes in estimates of other warranties issued prior to 2004 is not material.
Goodwill and Other Intangible Assets
Goodwill and intangible assets acquired in a purchase business combination and determined to have an
indeÑnite useful life are not amortized, but instead tested for impairment at least annually in accordance with
the provisions of SFAS No. 142 as of January 1, 2002. SFAS No. 142 also requires that intangible assets with
estimable useful lives be amortized over their respective estimated useful lives to their estimated residual
values, and reviewed for impairment in accordance with Statement of Financial Accounting Standards
No. 144, ""Accounting for Impairment or Disposal of Long-Lived Assets.''
In connection with SFAS No. 142's transitional goodwill impairment evaluation, the statement required
the Company to perform an assessment of whether there was an indication that goodwill was impaired as of
the date of adoption. To accomplish this, the Company was required to identify its reporting units and
determine the carrying value of each reporting unit by assigning the assets and liabilities, including the existing
goodwill and intangible assets, to those reporting units as of January 1, 2002. To the extent the carrying
amount of a reporting unit exceeded the fair value of the reporting unit, the Company would be required to
perform the second step of the transitional impairment test, as this is an indication that the reporting unit
goodwill may be impaired. The second step was required for certain reporting units within the Residential
Heating & Cooling, Service Experts and Heat Transfer reporting segments where the results of various
28
business operations acquired during 1998 to 2000 were lower than expected. In the second step, the Company
compared the implied fair value of the reporting units goodwill with the carrying amount of the reporting unit
goodwill, both of which were measured as of the date of adoption. The implied fair value of goodwill was
determined by allocating the fair value of the reporting unit to all of the assets (recognized and unrecognized)
and liabilities of the reporting unit in a manner similar to a purchase price allocation, in accordance with
Statement of Financial Accounting Standards No. 141, ""Business Combinations.'' The residual fair value after
this allocation was the implied fair value of the reporting units' goodwill and was less than the carrying amount
of these reporting units' goodwill by $283.7 million. Accordingly, the Company recorded a $283.7 million
($247.9 million, net of tax) impairment charge upon adoption.
The goodwill impairment evaluation described above requires management to make long-range forecasts,
determine the weighted average cost of capital and estimate the fair value of assets (both recognized and
unrecognized) for the various reporting units. These forecasts and related factors are subject to various risks
and uncertainties described within this document. To the extent these forecasts do not materialize and are
adjusted downward in later periods, additional impairments may be required.
As a result of the annual impairment tests required by SFAS No. 142, the Company recorded an
impairment charge in the Ñrst quarter of 2004 associated with its Service Experts segment. This impairment
charge reÖects the segment's performance below management's expectations and management's decision to
divest of 48 centers that no longer match the realigned Service Experts business model (see Note 6). The
Company estimated the fair value of its Service Experts segment using the income method of valuation, which
includes the use of estimated discounted cash Öows. Based on the comparison, the carrying value of Service
Experts exceeded its fair value. Accordingly, the Company performed the second step of the test, comparing
the implied fair value of Service Experts goodwill with the carrying amount of that goodwill. Based on this
assessment, the Company recorded a non-cash impairment charge of $208.0 million ($184.8 million, net of
tax), which is included as a component of operating income in the accompanying Consolidated Statements of
Operations. The Company also recognized a $14.8 million ($13.2 million, net of tax) goodwill impairment
charge arising from goodwill allocated to centers held for sale and a $3.1 million pre-tax impairment charge
related to property, plant and equipment. These amounts are included as a part of loss from discontinued
operations in the accompanying Consolidated Statements of Operations.
Allowance for Doubtful Accounts
The allowance for doubtful accounts is generally established during the period in which receivables are
recognized and is maintained at a level deemed appropriate by management based on historical and other
factors that aÅect collectibility. Such factors include the historical trends of write-oÅs and recovery of
previously written-oÅ accounts, the Ñnancial strength of the customer and projected economic and market
conditions. The evaluation of these factors involves complex, subjective judgments. Thus, changes in these
factors or changes in economic circumstances may signiÑcantly impact the consolidated Ñnancial statements.
Pensions and Postretirement BeneÑts
The Company has domestic and foreign pension plans covering essentially all employees. The Company
also maintains an unfunded postretirement beneÑt plan, which provides certain medical and life insurance
beneÑts to eligible employees. The pension plans are accounted for under provisions of SFAS No. 87,
""Employers' Accounting for Pensions.'' The postretirement beneÑt plan is accounted for under the provisions
of SFAS No. 106, ""Employers' Accounting for Postretirement BeneÑts Other than Pensions'' (""FAS 106'').
In December 2003, the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (""the
Act'') was signed into law. The Act introduces a prescription drug beneÑt under Medicare (Medicare Part D)
as well as a federal subsidy to sponsors of retiree health care beneÑt plans that provide a beneÑt that is at least
actuarially equivalent to Medicare Part D. In May 2004, Financial Accounting Standards Board StaÅ Position
No. FAS 106-2, ""Accounting and Disclosure Requirements Related to the Medicare Prescription Drug,
Improvement and Modernization Act of 2003,'' was issued and it permits a sponsor of a postretirement health
care plan that provides a prescription drug beneÑt to make a one-time election to defer accounting for the
eÅects of the Act. The Company has elected not to reÖect the changes in the Act in its 2004 Ñnancials as the
29
eÅects of the Act are not a signiÑcant event that calls for remeasurement under FAS 106. Therefore, the
accumulated postretirement beneÑt obligation and net postretirement beneÑt costs in the Ñnancial statements
and footnote do not reÖect the eÅects of the Act on the Company's plans.
The beneÑt plan assets and liabilities included in the Company's Ñnancial statements and associated notes
reÖect management's assessment as to the long-range performance of its beneÑt plans. These assumptions are
listed below:
Pension BeneÑts
2003
2004
Other BeneÑts
2004
2003
Weighted-average assumptions as of December 31:
Discount rate ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Expected return on plan assets ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
5.75%
8.75
6.00%
8.75
5.75%
Ì
6.00%
Ì
To develop the expected long-term rate of return on assets assumption, the Company considered the
historical returns and the future expectations for returns for each asset class, as well as the target asset
allocation of the pension portfolio and the eÅect of periodic rebalancing. These results were adjusted for the
payment of reasonable expenses of the plan from plan assets. This resulted in the selection of the 8.75% long-
term rate of return on assets assumption.
Self-Insurance Expense
The Company self-insures for Worker's Compensation, Product Liability, General Liability, Auto
Liability and Physical Damage. On January 1, 2002, a captive insurance company was formed for all the above
risks subsequent to that date.
The Company utilizes the services of a third party actuary to assist in the determination of its self-
insurance expense and liabilities. The expense and liabilities are determined based on historical company
claims information, as well as industry factors and trends in the level of such claims and payments.
The Company's self-insurance reserves, calculated on an undiscounted basis, as of December 31, 2004,
represent the best estimate of the future payments to be made on losses reported and unreported for 2004 and
prior years. The majority of the Company's self-insured risks (excluding Auto and Physical Liability) have
relatively long payout patterns. The Company's accounting policy is not to discount its self-insurance reserves.
The Company maintains safety and manufacturing programs that are designed to improve the safety and
eÅectiveness of its business processes, and as a result reduce the level and severity of its various self-insurance
risks.
The Company's reserves for self-insurance risks total $54.1 million and $51.8 million at December 31,
2004 and 2003, respectively. Actual payments for claims reserved at December 31, 2004 may vary depending
on various factors including the development and ultimate settlement of reported and unreported claims.
Recent Accounting Pronouncements
In November 2004, the FASB issued SFAS 151, ""Inventory Cost Ì an amendment of ARB No. 43,
Chapter 4.'' SFAS 151 clariÑes the accounting for abnormal amounts of idle facility expenses, freight,
handling costs, and spoilage. It also requires that allocation of Ñxed production overheads to inventory be
based on the normal capacity of production facilities. SFAS 151 is eÅective for inventory costs incurred during
Ñscal years beginning after June 15, 2005. The Company is evaluating the provisions of this standard to
determine the eÅects, if any, on the Ñnancial statements.
In December 2004, the FASB issued SFAS 123 (revised 2004), ""Share-Based Payment''
(""SFAS 123R''), which revises SFAS 123, ""Accounting for Stock-Based Compensation.'' SFAS 123R also
supersedes APB 25, ""Accounting for Stock Issued to Employees,'' and amends SFAS 95, ""Statement of Cash
Flows.'' SFAS 123R requires the fair value of all share-based payments to employees, including the fair value
of grants of employee stock options, be recognized in the income statement, generally over the option vesting
period. SFAS 123R must be adopted no later than July 1, 2005. Early adoption is permitted.
30
SFAS 123R permits adoption of its requirements using one of two transition methods:
1. A modiÑed prospective transition method in which compensation cost is recognized beginning
with the eÅective date (a) for all share-based payments granted after the eÅective date and (b) for all
awards granted to employees prior to the eÅective date that remain unvested on the eÅective date, (or)
2. A modiÑed retrospective transition method which includes the requirements of the method
described above, but also permits restatement of Ñnancial statements based on the amounts previously
disclosed under SFAS 123's pro forma disclosure requirements either for (a) all prior periods presented
or (b) prior interim periods of the year of adoption.
The Company is currently evaluating the timing and manner in which it will adopt SFAS 123R.
Subsequent Events
On February 25, 2005, the Board of Directors of LII appointed Richard L. Thompson to the new position
of Vice Chairman of the Board. Mr. Thompson has been a member of the Company's Board of Directors since
1993.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
The information required by this item is included under Item 7 above.
31
Item 8. Financial Statements and Supplementary Data
MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management of Lennox International Inc. (the ""Company'') is responsible for establishing and
maintaining adequate internal control over Ñnancial reporting and for the assessment of the eÅectiveness of
internal control over Ñnancial reporting. As deÑned by the Securities and Exchange Commission, internal
control over Ñnancial reporting is a process designed by, or under the supervision of the Company's principal
executive and principal Ñnancial oÇcers and eÅected by the Company's Board of Directors, management and
other personnel, to provide reasonable assurance regarding the reliability of Ñnancial reporting and the
preparation of the consolidated Ñnancial statements in accordance with U.S. generally accepted accounting
principles.
The Company's internal control over Ñnancial reporting is supported by written policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reÖect the
Company's transactions and dispositions of the Company's assets; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of the Ñnancial statements in accordance with
generally accepted accounting principles, and that receipts and expenditures of the Company are being made
only in accordance with authorization of management and directors of the Company; and (3) provide
reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition
of the Company's assets that could have a material eÅect on the Ñnancial statements.
Because of it inherent limitations, internal control over Ñnancial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of eÅectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
In connection with the preparation of the Company's annual consolidated Ñnancial statements, manage-
ment has undertaken an assessment of the eÅectiveness of the Company's internal control over Ñnancial
reporting as of December 31, 2004, based on criteria established in Internal Control Ì Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO Framework).
Management's assessment included an evaluation of the design of the Company's internal control over
Ñnancial reporting and testing of the operational eÅectiveness of those controls.
Based on this assessment, management has concluded that as of December 31, 2004, the Company's
internal control over Ñnancial reporting was eÅective to provide reasonable assurance regarding the reliability
of Ñnancial reporting and the preparation of Ñnancial statements for external purposes in accordance with
U.S. generally accepted accounting principles.
KPMG LLP, the independent registered public accounting Ñrm that audited the Company's consolidated
Ñnancial statements included in this report, has issued an attestation report on management's assessment of
internal control over Ñnancial reporting, a copy of which appears on the next page of this Annual Report on
Form 10-K.
32
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders
Lennox International Inc.:
We have audited management's assessment, included in the accompanying Management's Report On
Internal Control Over Financial Reporting, that Lennox International Inc. maintained eÅective internal
control over Ñnancial reporting as of December 31, 2004, based on criteria established in Internal Control Ì
Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO). Lennox International Inc.'s management is responsible for maintaining eÅective internal control
over Ñnancial reporting and for its assessment of the eÅectiveness of internal control over Ñnancial reporting.
Our responsibility is to express an opinion on management's assessment and an opinion on the eÅectiveness of
the Company's internal control over Ñnancial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether eÅective internal control over Ñnancial reporting was maintained in all material
respects. Our audit included obtaining an understanding of internal control over Ñnancial reporting, evaluating
management's assessment, testing and evaluating the design and operating eÅectiveness of internal control,
and performing such other procedures as we considered necessary in the circumstances. We believe that our
audit provides a reasonable basis for our opinion.
A company's internal control over Ñnancial reporting is a process designed to provide reasonable
assurance regarding the reliability of Ñnancial reporting and the preparation of Ñnancial statements for external
purposes in accordance with generally accepted accounting principles. A company's internal control over
Ñnancial reporting includes those policies and procedures that (1) pertain to the maintenance of records that,
in reasonable detail, accurately and fairly reÖect the transactions and dispositions of the assets of the company;
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of Ñnancial
statements in accordance with generally accepted accounting principles, and that receipts and expenditures of
the company are being made only in accordance with authorizations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company's assets that could have a material eÅect on the Ñnancial
statements.
Because of its inherent limitations, internal control over Ñnancial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of eÅectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
In our opinion, management's assessment that Lennox International Inc. maintained eÅective internal
control over Ñnancial reporting as of December 31, 2004, is fairly stated, in all material respects, based on
criteria established in Internal Control Ì Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). Also, in our opinion, Lennox International Inc.
maintained, in all material respects, eÅective internal control over Ñnancial reporting as of December 31, 2004,
based on criteria established in Internal Control Ì Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO).
We also have audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), the consolidated balance sheets of Lennox International Inc. and subsidiaries as of
December 31, 2004 and 2003, and the related consolidated statements of operations, stockholders' equity and
cash Öows for each of the years in the three-year period ended December 31, 2004, and our report dated
March 15, 2005 expressed an unqualiÑed opinion on those consolidated Ñnancial statements.
KPMG LLP
Dallas, Texas
March 15, 2005
33
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and Board of
Directors of Lennox International Inc.:
We have audited the accompanying consolidated balance sheets of Lennox International Inc. and
subsidiaries as of December 31, 2004 and 2003, and the related consolidated statements of operations,
stockholders' equity and cash Öows for each of the years in the three-year period ended December 31, 2004.
These consolidated Ñnancial statements and the Ñnancial statement schedule are the responsibility of the
Company's management. Our responsibility is to express an opinion on these consolidated Ñnancial statements
based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the Ñnancial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in the Ñnancial statements. An
audit also includes assessing the accounting principles used and signiÑcant estimates made by management, as
well as evaluating the overall Ñnancial statement presentation. We believe that our audits provide a reasonable
basis for our opinion.
In our opinion, the consolidated Ñnancial statements referred to above present fairly, in all material
respects, the Ñnancial position of Lennox International Inc. and subsidiaries as of December 31, 2004 and
2003, and the results of their operations and their cash Öows for each of the years in the three-year period
ended December 31, 2004, in conformity with U.S. generally accepted accounting principles. Also, in our
opinion, the Ñnancial statement schedule for the years ended December 31, 2004, 2003 and 2002, when
considered in relation to the basic consolidated Ñnancial statements taken as a whole, present fairly, in all
material respects, the information set forth therein.
As discussed in Note 2 (under the heading ""Goodwill and Other Intangible Assets'') to the consolidated
Ñnancial statements, the Company changed its method of accounting for goodwill and other intangible assets
in 2002 to conform to Statement of Financial Accounting Standard (SFAS) No. 142, Goodwill and Other
Intangible Assets.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), the eÅectiveness of Lennox International Inc.'s internal control over Ñnancial
reporting as of December 31, 2004, based on criteria established in Internal Control Ì Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report
dated March 15, 2005 expressed an unqualiÑed opinion on management's assessment of, and the eÅective
operation of, internal control over Ñnancial reporting.
KPMG LLP
Dallas, Texas
March 15, 2005
34
LENNOX INTERNATIONAL INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
As of December 31, 2004 and 2003
(In millions, except share data)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Accounts and notes receivable, net ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Inventories ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Deferred income taxesÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Other assets ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Assets held for sale ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$
Total current assets ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
PROPERTY, PLANT AND EQUIPMENT, netÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
GOODWILL, net ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
DEFERRED INCOME TAXES ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
OTHER ASSETS ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
As of December 31,
2003
2004
60.9
472.5
247.2
13.1
45.9
5.1
844.7
234.0
225.4
82.8
131.7
$
76.1
416.6
214.1
33.4
37.0
88.8
866.0
229.6
432.5
65.0
127.0
TOTAL ASSETS ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$1,518.6
$1,720.1
CURRENT LIABILITIES:
LIABILITIES AND STOCKHOLDERS' EQUITY
Short-term debt ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Current maturities of long-term debtÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Accounts payable ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Accrued expensesÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Income taxes payable ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Liabilities held for sale ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$
Total current liabilities ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
LONG-TERM DEBTÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
POSTRETIREMENT BENEFITS, OTHER THAN PENSIONSÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
PENSIONS ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
OTHER LIABILITIES ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
6.0
36.4
237.0
286.3
14.6
3.7
584.0
268.1
14.2
105.5
73.9
$
3.6
21.4
247.3
279.1
35.3
28.6
615.3
337.3
13.8
94.1
81.9
Total liabilities ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
1,045.7
1,142.4
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Preferred stock, $.01 par value, 25,000,000 shares authorized, no shares issued or
outstanding ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Ì
Ì
Common stock, $.01 par value, 200,000,000 shares authorized, 66,367,987 shares
and 64,247,203 shares issued for 2004 and 2003, respectively ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Additional paid-in capital ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Retained earningsÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Accumulated other comprehensive lossÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Deferred compensation ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Treasury stock, at cost, 3,044,286 shares and 3,043,916 shares for 2004 and 2003
respectively ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Total stockholders' equity ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
0.7
454.1
66.8
0.7
(18.2)
(31.2)
472.9
0.6
420.4
224.4
(18.4)
(18.2)
(31.1)
577.7
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITYÏÏÏÏÏÏÏÏÏÏÏ
$1,518.6
$1,720.1
The accompanying notes are an integral part of these consolidated Ñnancial statements.
35
LENNOX INTERNATIONAL INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Years Ended December 31, 2004, 2003, and 2002
(In millions, except per share data)
For the Years Ended December 31,
2002
2003
2004
NET SALES ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
COST OF GOODS SOLD ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$2,982.7
1,985.2
$2,789.9
1,846.6
$2,727.4
1,861.3
Gross ProÑtÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
997.5
943.3
866.1
OPERATING EXPENSES:
Selling, general and administrative expense ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Goodwill impairment ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
(Gains) losses and other expensesÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
RestructuringsÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Operational (loss) income from continuing operations ÏÏÏÏÏÏÏÏÏÏÏÏ
INTEREST EXPENSE, net ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
OTHER INCOME ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
(Loss) income from continuing operations before income taxes and
cumulative eÅect of accounting changeÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
PROVISION FOR INCOME TAXES ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
826.1
208.0
Ì
Ì
(36.6)
27.2
(0.8)
(63.0)
30.5
783.6
Ì
1.9
Ì
157.8
28.4
(2.4)
131.8
45.1
(Loss) income from continuing operations before cumulative eÅect
of accounting change ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
(93.5)
86.7
DISCONTINUED OPERATIONS:
Loss (income) from operations of discontinued operations ÏÏÏÏÏÏÏÏÏÏ
Income tax (beneÑt) provisionÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Loss on disposal of discontinued operations ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Income tax beneÑt ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Loss (income) from discontinued operations ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
CUMULATIVE EFFECT OF ACCOUNTING CHANGE ÏÏÏÏÏÏÏÏÏÏ
38.9
(9.3)
14.9
(3.6)
40.9
Ì
0.1
0.2
Ì
Ì
0.3
Ì
764.9
Ì
(7.9)
7.8
101.3
31.6
(0.9)
70.6
32.2
38.4
(7.9)
1.9
Ì
Ì
(6.0)
247.9
Net (loss) income ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$ (134.4)
$
86.4
$ (203.5)
(LOSS) INCOME PER SHARE FROM CONTINUING
OPERATIONS BEFORE CUMULATIVE EFFECT OF
ACCOUNTING CHANGE:
Basic ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Diluted ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
(LOSS) INCOME PER SHARE FROM DISCONTINUED
OPERATIONS:
Basic ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Diluted ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
CUMULATIVE EFFECT OF ACCOUNTING CHANGE PER
SHARE:
Basic ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Diluted ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
NET (LOSS) INCOME PER SHARE:
$ (1.56)
$ (1.56)
$
$
1.49
1.36
$
$
0.67
0.66
$ (0.68)
$ (0.68)
$ (0.01)
$
$
Ì $
0.11
0.09
$
Ì $
$ Ì $
Ì $ (4.33)
Ì $ (3.86)
Basic ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Diluted ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$ (2.24)
$ (2.24)
$
$
1.48
1.36
$ (3.55)
$ (3.11)
The accompanying notes are an integral part of these consolidated Ñnancial statements.
36
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h
T
LENNOX INTERNATIONAL INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 2004, 2003 and 2002
(In millions)
For the Years Ended
December 31,
2003
2002
2004
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $(134.4) $ 86.4 $(203.5)
Adjustments to reconcile net (loss) income to net cash provided by operating
activities:
Minority interest and equity in unconsolidated aÇliates ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Non-cash impairments and cumulative eÅect of accounting change ÏÏÏÏÏÏÏÏ
Depreciation and amortization ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Non-cash restructuring chargesÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Deferred income taxes ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Loss (gain) from discontinued operations ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Other (gains) losses and expenses ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Changes in assets and liabilities, net of eÅects of acquisitions and divestitures Ì
Accounts and notes receivable ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Inventories ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Other current assets ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Accounts payable ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Accrued expenses ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Income taxes payable and receivable ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Long-term warranty, deferred income and other liabilities ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Net cash (used in) provided by operating activities from discontinued
operations ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Net cash provided by operating activities ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
(8.1)
225.9
42.6
Ì
3.2
23.0
13.7
(5.2)
Ì
46.1
Ì
(0.2)
0.3
13.2
(57.3) (145.2)
(0.8)
(28.3)
(2.2)
(8.0)
1.5
(15.4)
19.6
2.4
23.8
(6.4)
20.1
9.3
(4.1)
247.9
53.9
1.5
(9.8)
(6.0)
(3.5)
(39.3)
52.6
23.3
12.0
11.7
5.6
8.5
(6.3)
55.9
(1.9)
55.5
16.7
167.5
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from the disposal of property, plant and equipment ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Purchases of property, plant and equipment ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Dividend from aÇliates ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Proceeds from disposal of businesses and investments ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Additional investment in aÇliatesÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Net cash (used in) provided by investing activities ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
1.5
(40.3)
2.8
23.3
(3.7)
(16.4)
10.2
(39.7)
Ì
8.9
(0.6)
(21.2)
4.0
(22.4)
Ì
55.8
(4.7)
32.7
CASH FLOWS FROM FINANCING ACTIVITIES:
Short-term borrowings (repayments) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Proceeds of long-term debt ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Repayments of long-term debt ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Revolving long-term borrowings ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Proceeds from issuance of long-term debtÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Sales of common stock ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Repurchases of common stock ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Payments of deferred Ñnance costsÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Cash dividends paid ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Net cash used in Ñnancing activities ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
40.1
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS ÏÏÏÏÏÏÏÏ
(0.1)
EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS, beginning of year ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
34.4
CASH AND CASH EQUIVALENTS, end of yearÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $ 60.9 $ 76.1 $ 74.4
(16.3)
(6.8)
Ì
Ì
(57.0)
(15.4)
(212.7)
3.0
143.8
Ì
10.0
12.5
(0.3)
(0.4)
(5.9)
(2.7)
(22.1)
(21.7)
(31.9) (160.1)
2.0
0.2
(56.5)
2.0
Ì
20.4
(0.1)
(0.3)
(22.8)
(55.1)
(15.6)
0.4
76.1
2.4
(0.7)
74.4
Supplementary disclosures of cash Öow information:
Cash paid during the year for:
InterestÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $ 29.7 $ 30.1 $ 32.1
Income taxes (net of refunds) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $ 17.4 $
9.1 $ 17.3
The accompanying notes are an integral part of these consolidated Ñnancial statements.
38
LENNOX INTERNATIONAL INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended December 31, 2004, 2003 and 2002
1. Nature of Operations:
Lennox International Inc., a Delaware corporation, and subsidiaries (the ""Company'' or ""LII''), is a
global designer, manufacturer and marketer of a broad range of products for the heating, ventilation, air
conditioning and refrigeration (""HVACR'') markets. The Company participates in four reportable business
segments of the HVACR industry. The Ñrst reportable segment is Residential Heating & Cooling, in which
LII manufactures and markets a full line of heating, air conditioning and Hearth Products for the residential
replacement and new construction markets in the United States and Canada. The second reportable segment
is Commercial Heating & Cooling, in which LII manufactures and sells rooftop products and related
equipment for commercial applications. Combined, the Residential Heating & Cooling and Commercial
Heating & Cooling reportable business segments form LII's heating and cooling business. The third reportable
segment is Service Experts, which includes sales and installation of, and maintenance and repair services for
HVAC equipment by LII-owned service centers in the United States and Canada. The fourth reportable
segment is Refrigeration, which consists of the manufacture and sale of unit coolers, condensing units and
other commercial refrigeration products. Prior to August 2002, the Company operated a Heat Transfer
segment that manufactured and sold evaporator and condenser coils, copper tubing and related manufacturing
equipment to original equipment manufacturers and other specialty purchasers on a global basis. In August
2002, the Company formed joint ventures with Outokumpu Oyj (""Outokumpu'') of Finland by selling to
Outokumpu a 55% interest in the Company's heat transfer businesses for approximately $55 million in cash
and notes. The Company accounts for its remaining 45% interest using the equity method of accounting and
includes such amounts in the ""Corporate and other ""segment. See Note 3 for Ñnancial information regarding
the Company's reportable segments.
The Company sells its products and services to numerous types of customers, including distributors,
installing dealers, homeowners, national accounts and original equipment manufacturers.
2. Summary of SigniÑcant Accounting Policies:
Principles of Consolidation
The consolidated Ñnancial statements include the accounts of Lennox International Inc. and its majority-
owned subsidiaries. All intercompany transactions and balances have been eliminated.
Cash and Cash Equivalents
The Company considers all highly liquid temporary investments with original maturity dates of three
months or less to be cash equivalents. Cash and cash equivalents of $60.9 million and $76.1 million at
December 31, 2004 and 2003, respectively, consisted of cash and overnight repurchase agreements and of
investment grade securities and are stated at cost, which approximates fair value. The Company earned
interest income of $5.0 million, $3.5 million and $2.0 million for the years ended December 31, 2004, 2003 and
2002, respectively, which is included in interest expense, net in the accompanying Consolidated Statements of
Operations.
As of December 31, 2004 and 2003, $19.8 million and $28.6 million, respectively, of cash and cash
equivalents were restricted primarily due to outstanding letters of credit related to the Company's captive
insurance plan.
Accounts and Notes Receivable
Accounts and notes receivable have been shown net of an allowance for doubtful accounts of
$18.5 million and $15.6 million, as of December 31, 2004 and 2003, respectively. The Company has no
signiÑcant credit risk concentration among its diversiÑed customer base.
39
LENNOX INTERNATIONAL INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Ì (Continued)
Inventories
Inventory costs include material, labor, depreciation and plant overhead. Inventories of $121.2 million
and $93.3 million in 2004 and 2003, respectively, are valued at the lower of cost or market using the last-in,
Ñrst-out (LIFO) cost method. The remaining portion of the inventory is valued at the lower of cost or market
with cost being determined either on the Ñrst-in, Ñrst-out (FIFO) basis or average cost.
Property, Plant and Equipment
Property, plant and equipment are stated at cost, net of accumulated depreciation. Expenditures for
renewals and betterments are capitalized and expenditures for maintenance and repairs are charged to expense
as incurred. Depreciation is computed using the straight-line method over the following estimated useful lives:
Buildings and improvements ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Machinery and equipment ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
10 to 39 years
3 to 10 years
Investments in AÇliates
Investments in aÇliates in which the Company does not exercise control and has a 20% or more voting
interest are accounted for using the equity method of accounting. If the fair value of an investment in an
aÇliate is below its carrying value and is deemed to be other than temporary, the diÅerence from the carrying
value is charged to earnings.
Investments in aÇliated companies accounted for under the equity method consist of 45% common stock
ownership interest in Outokumpu Heatcraft, a joint venture engaged in the manufacture and sale of heat
transfer components, primarily coils; a 24.5% common stock ownership interest in Alliance, a joint venture
engaged in the manufacture and sale of compressors; and a 50% common stock ownership in Frigus-Bohn, a
Mexican joint venture that produces unit coolers and condensing units. The Company also owns a 20%
common stock ownership interest in Kulthorn Kirby Public Company Limited, a Thailand company engaged
in the manufacture of compressors for refrigeration applications. The Company had been accounting for its
investment in Kulthorn Kirby Public Company Limited as a marketable equity security investment. In
October 2004, the Company purchased an additional 1.3% common stock interest for approximately
$1.5 million. The Company has adjusted prior years information to reÖect the change to equity accounting.
The change increased prior year earnings of aÇliates by $2.0 million and $1.5 million in 2003 and 2002,
respectively, and also increased the Company's stockholders' equity by $5.4 million in 2003, $3.3 million in
2002 and $1.7 million in 2001. The Company has recorded $9.1 million, $6.8 million and $4.5 million of equity
in the earnings of these aÇliates for the years ended December 31, 2004, 2003 and 2002, respectively, and has
included these amounts in SG&A in the accompanying Consolidated Statements of Operations. The carrying
amount of investments in aÇliates as of December 31, 2004 and 2003 is $63.0 million and $52.6 million,
respectively, and is included in long-term Other Assets in the accompanying Consolidated Balance Sheets.
Goodwill and Other Intangible Assets
Goodwill represents the excess of cost over fair value of assets of businesses acquired. The Company
adopted the provisions of Statement of Financial Accounting Standards No. 142, ""Goodwill and Other
Intangible Assets,'' (""SFAS No. 142'') as of January 1, 2002. Goodwill and intangible assets acquired in a
purchase business combination and determined to have an indeÑnite useful life are not amortized, but instead
tested for impairment at least annually in accordance with the provisions of SFAS No. 142. SFAS No. 142
also requires that intangible assets with estimable useful lives be amortized over their respective estimated
useful lives to their estimated residual values, and reviewed for impairment in accordance with Statement of
Financial Accounting Standards No. 144, ""Accounting for Impairment or Disposal of Long-Lived Assets.''
40
LENNOX INTERNATIONAL INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Ì (Continued)
In connection with SFAS No. 142's transitional goodwill impairment evaluation, the Statement required
the Company to perform an assessment of whether there was an indication that goodwill is impaired as of the
date of adoption. To accomplish this, the Company was required to identify its reporting units and determine
the carrying value of each reporting unit by assigning the assets and liabilities, including the existing goodwill
and intangible assets, to those reporting units as of January 1, 2002. To the extent the carrying amount of a
reporting unit exceeded the fair value of the reporting unit, the Company would be required to perform the
second step of the transitional impairment test, as this is an indication that the reporting unit goodwill may be
impaired. The second step was required for certain reporting units within the Residential Heating & Cooling,
Service Experts and Heat Transfer reporting segments where the results of various business operations
acquired during 1998 to 2000 were lower than expected. In the second step, the Company compared the
implied fair value of the reporting units' goodwill with the carrying amount of the reporting units' goodwill,
both of which were measured as of the date of adoption. The implied fair value of goodwill was determined by
allocating the fair value of the reporting unit to all of the assets (recognized and unrecognized) and liabilities
of the reporting unit in a manner similar to a purchase price allocation, in accordance with Statement of
Financial Accounting Standards No. 141, ""Business Combinations.'' The residual fair value after this
allocation was the implied fair value of the reporting units' goodwill and was less than the carrying amount of
these reporting units' goodwill by $283.7 million. Accordingly, the Company recorded a $283.7 million
($247.9 million, net of tax) impairment charge upon adoption.
The Company estimates reporting unit fair values using standard business valuation techniques such as
discounted cash Öows and reference to comparable business transactions. The discounted cash Öows fair value
estimates were based on management's projected future cash Öows and the estimated weighted average cost of
capital. The weighted average cost of capital was based on the risk-free interest rate and other factors such as
equity risk premiums and the ratio of total debt and equity capital.
In addition, the Company periodically reviewed long-lived assets and identiÑable intangibles for
impairment as events or changes in circumstances indicated that the carrying amount of such assets might not
be recoverable. In order to assess recoverability, the Company compared the estimated expected future cash
Öows (undiscounted and without interest charges) identiÑed with each long-lived asset or related asset
grouping to the carrying amount of such assets. For purposes of such comparisons, portions of goodwill were
attributed to related long-lived assets and identiÑable intangible assets based upon relative fair values of such
assets at acquisition. If the expected future cash Öows did not exceed the carrying value of the asset or assets
being reviewed, an impairment loss was recognized based on the excess of the carrying amount of the impaired
assets over their fair value.
As a result of the annual impairment tests required by SFAS No. 142, the Company recorded an
impairment charge in the Ñrst quarter of 2004 associated with its Service Experts segment. This impairment
charge reÖects the segment's performance below management's expectations and management's decision to
divest of 48 centers that no longer match the realigned Service Experts business model (see Note 6). The
Company estimated the fair value of its Service Experts segment using the income method of valuation, which
includes the use of estimated discounted cash Öows. Based on the comparison, the carrying value of Service
Experts exceeded its fair value. Accordingly, the Company performed the second step of the test, comparing
the implied fair value of Service Experts goodwill with the carrying amount of that goodwill. Based on this
assessment, the Company recorded a non-cash impairment charge of $208.0 million ($184.8 million, net of
tax), which is included as a component of operating income in the accompanying Consolidated Statements of
Operations. The Company also recognized a $14.8 million ($13.2 million, net of tax) goodwill impairment
charge arising from goodwill allocated to centers held for sale and a $3.1 million pre-tax impairment charge
related to property, plant and equipment. These amounts are included as a part of loss from discontinued
operations in the accompanying Consolidated Statements of Operations.
41
LENNOX INTERNATIONAL INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Ì (Continued)
Shipping and Handling
Shipping and handling costs are included as part of Selling, General and Administrative Expense in the
accompanying Consolidated Statements of Operations in the following amounts (in millions):
For the Years Ended December 31,
2003
2004
2002
Product Warranties
$139.4
$127.3
$122.0
A liability for estimated warranty expense is established by a charge against operations at the time
products are sold. The subsequent costs incurred for warranty claims serve to reduce the product warranty
liability. The Company recorded warranty expense of $28.2 million, $24.1 million and $25.4 million for the
years ended December 31, 2004, 2003 and 2002, respectively.
The Company's estimate of future warranty costs is determined for each product line. The number of
units that are expected to be repaired or replaced is determined by applying the estimated failure rate, which is
generally based on historical experience, to the number of units that have been sold and are still under
warranty. The estimated units to be repaired under warranty are multiplied by the average cost (undis-
counted) to repair or replace such products to determine the Company's estimated future warranty cost. The
Company's estimated future warranty cost is subject to adjustment from time to time depending on changes in
actual failure rate and cost experience.
Total liabilities for estimated warranty expense are $71.0 million and $65.4 million as of December 31,
2004 and 2003, respectively, and are included in the following captions on the accompanying Consolidated
Balance Sheets (in millions):
December 31,
2003
2004
Accrued expensesÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Other Liabilities ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$26.8
44.2
$26.2
39.2
$71.0
$65.4
The changes in the carrying amount of the Company's total warranty liabilities for the years ended
December 31, 2004 and 2003 are as follows (in millions):
Total warranty liability at December 31, 2002 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Payments made in 2003 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Changes resulting from issuance of new warranties ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Total warranty liability at December 31, 2003 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Payments made in 2004 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Changes resulting from issuance of new warranties ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Changes in estimated associated with pre-existing warranties ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$ 61.6
(20.3)
24.1
$ 65.4
(22.6)
26.1
2.1
Total warranty liability at December 31, 2004 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$ 71.0
During the second quarter of 2004, the Company determined that it would no longer produce or sell its
CompleteHeat product line. Concurrently, the Company adjusted its warranty on this product by an additional
$2.6 million based on the fact that it is discontinuing this product with no like replacement. The change in
warranty liability that results from changes in estimates of other warranties issued prior to 2004 is not material.
42
LENNOX INTERNATIONAL INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Ì (Continued)
Income Taxes
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities
are recognized for the future tax consequences attributable to diÅerences between the Ñnancial statement
carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax
credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply
to taxable income in the years in which those temporary diÅerences are expected to be recovered or settled.
The eÅect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period
that includes the enactment date.
Revenue Recognition
The Company's Residential Heating & Cooling, Commercial Heating & Cooling and Refrigeration
segments recognize revenue when products are shipped to customers. The Company's Service Experts
segment recognizes sales, installation, maintenance and repair revenues at the time the services are completed.
The Service Experts segment also provides HVAC system design and installation services under Ñxed-price
contracts, which may extend up to one year. Revenue for these services is recognized on the percentage-of-
completion method, based on the percentage of incurred contract costs-to-date in relation to total estimated
contract costs, after giving eÅect to the most recent estimates of total cost. The eÅect of changes to total
estimated contract revenue or cost is recognized in the period such changes are determined. Provisions for
estimated losses on individual contracts are made in the period in which the loss Ñrst becomes apparent. The
adoption of Emerging Issues Task Force Issues No. 00-21, ""Revenue Arrangements with Multiple Deliver-
ables,'' in June 2003 did not have a material impact on the Company's Ñnancial statements.
Stock-Based Compensation
The Company accounts for its stock-based compensation under the recognition and measurement
principles of Accounting Principles Board ""APB'' Opinion No. 25, ""Accounting for Stock Issued to
Employees,'' and related interpretations (""APB 25'') and has adopted the disclosure-only provisions of
Statement of Financial Accounting Standards No. 123 (""SFAS No. 123''), ""Accounting for Stock-Based
Compensation,'' as amended. Under APB 25, no stock-based compensation cost is reÖected in net income for
grants of stock options to employees because the Company grants stock options with an exercise price equal to
the market value of the stock on the date of grant.
The following table illustrates the pro-forma eÅect on net income and earnings per share as if the
Company had used the fair-value-based accounting method for stock compensation expense described by
SFAS No. 123 (in millions, except per share data):
For the Year Ending December 31,
2003
2004
2002
Net (loss) income, as reported ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Add: Reported stock-based compensation expense, net of taxes ÏÏ
Deduct: Fair-value-based compensation expense, net of taxesÏÏÏÏ
$(134.4)
7.5
(10.0)
$86.4
4.0
(9.1)
$(203.5)
1.3
(2.9)
Net (loss) income, pro-forma ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$(136.9)
$81.3
$(205.1)
Earnings per share:
Basic, as reported ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Basic, pro-forma ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Diluted, as reported ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Diluted, pro-forma ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$ (2.24)
$ (2.28)
$ (2.24)
$ (2.28)
$1.48
$1.39
$1.36
$1.28
$ (3.55)
$ (3.58)
$ (3.11)
$ (3.14)
43
LENNOX INTERNATIONAL INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Ì (Continued)
Research and Development
Research and development costs are expensed as incurred. The Company expended approximately
$37.6 million, $38.0 million and $38.2 million for the years ended December 31, 2004, 2003 and 2002,
respectively, for research and product development activities. Research and development costs are included in
Selling, General and Administrative Expense on the accompanying Consolidated Statements of Operations.
Advertising
The costs of advertising, promotion and marketing programs are charged to operations in the period
incurred. Expense relating to advertising, promotions and marketing programs was $68.4 million, $72.4 million
and $69.1 million for the years ended December 31, 2004, 2003 and 2002, respectively.
Translation of Foreign Currencies
All assets and liabilities of foreign subsidiaries and joint ventures are translated into United States dollars
using rates of exchange in eÅect at the balance sheet date. Revenues and expenses are translated at average
exchange rates during the respective years. The unrealized translation gains and losses are included in
accumulated other comprehensive income. Transaction gains included in Other Income in the accompanying
Consolidated Statements of Operations were $1.8 million, $4.2 million and $1.2 million for the years ended
December 31, 2004, 2003 and 2002, respectively.
Derivatives
Derivative Ñnancial instruments are recognized as either assets or liabilities in the balance sheet and are
carried at fair value. Changes in fair value of these instruments are recognized periodically in earnings or
stockholders' equity depending on the intended use of the instrument. Gains or losses arising from the changes
in the fair value of derivatives designated as fair value hedges are recognized in earnings. Gains or losses
arising from the changes in the fair value of derivatives designated as cash Öow hedges are initially reported as
a component of other comprehensive income and later classiÑed into cost of goods sold in the period in which
the hedged item also aÅects earnings. The Company hedges its exposure to the Öuctuation on the prices paid
for copper and aluminum metals by purchasing futures contracts on these metals. Gains or losses recognized
on the closing of these contracts adjust the cost of the physical deliveries of these metals. Quantities covered
by these commodity futures contracts are for less than actual quantities expected to be purchased. As of
December 31, 2004, the Company had metals futures contracts maturing at various dates to December 31,
2005, for which the fair value was an asset of $10.3 million. These are hedges of forecasted transactions, and
are considered cash Öow hedges. Accordingly, the Company has recorded an unrealized gain of $6.5 million,
net of tax provision of $3.8 million, in the Accumulated Other Comprehensive Loss component of
stockholders' equity. This deferred gain will be reclassiÑed into the cost of inventory as the commodity futures
contracts settle, all of which will happen within the next twelve months. Hedge ineÅectiveness was immaterial
for 2004 and 2003.
Use of Estimates
The preparation of Ñnancial statements in conformity with generally accepted accounting principles
requires management to make estimates and assumptions that aÅect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of the Ñnancial statements and the
reported amounts of revenues and expenses during the reporting period. Actual results could diÅer from those
estimates.
44
LENNOX INTERNATIONAL INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Ì (Continued)
ReclassiÑcations
Certain amounts have been reclassiÑed from the prior year presentation to conform to the current year
presentation.
3. Reportable Business Segments:
The Company's basis of organization and the diÅerences in the nature of products or services (as more
fully described in Note 1), were the factors used in determining the Company's reportable segments. Financial
information about the Company's reportable business segments is as follows (in millions):
For the Years Ended December 31,
2002
2003
2004
Net Sales
Residential ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Commercial ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$1,419.8
580.8
$1,358.7
508.4
$1,249.1
442.4
Heating & CoolingÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Service ExpertsÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Refrigeration ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Corporate and other(a)ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Eliminations ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
2,000.6
611.7
444.7
Ì
(74.3)
1,867.1
611.3
387.2
Ì
(75.7)
1,691.5
613.8
363.8
129.3
(71.0)
$2,982.7
$2,789.9
$2,727.4
Segment ProÑt (Loss)
Residential ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Commercial ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$ 169.7
51.2
$ 152.1
38.0
$ 110.4
20.8
Heating & CoolingÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Service ExpertsÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Refrigeration ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Corporate and other(a)ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Eliminations ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
220.9
(2.2)
42.7
(91.6)
1.6
Segment ProÑt ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
171.4
Reconciliation to (Loss) income before income taxes and
cumulative eÅect of accounting change:
Goodwill impairment ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
(Gains) losses and other expensesÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
RestructuringsÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Interest Expense, net ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Other Income ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
208.0
Ì
Ì
27.2
(0.8)
190.1
1.0
36.2
(69.0)
1.4
159.7
Ì
1.9
Ì
28.4
(2.4)
131.2
(0.2)
36.1
(64.6)
(1.3)
101.2
Ì
(7.9)
7.8
31.6
(0.9)
$ (63.0)
$ 131.8
$
70.6
45
LENNOX INTERNATIONAL INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Ì (Continued)
As of December 31,
2003
2004
Total Assets
Residential ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Commercial ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$ 512.0
244.0
$ 461.4
212.4
Heating & CoolingÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Service ExpertsÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Refrigeration ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Corporate and other(a)ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Eliminations ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
756.0
187.8
323.9
258.2
(12.4)
673.8
398.6
306.6
267.1
(14.8)
Segment assets ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Discontinued operations (Note 6) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
1,513.5
5.1
1,631.3
88.8
$1,518.6
$1,720.1
For the Years Ended December 31,
2002
2003
2004
Capital Expenditures
Residential ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Commercial ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$24.0
5.5
Heating & Cooling ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Service Experts ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Refrigeration ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Corporate and other(a) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
29.5
1.3
5.7
3.8
$19.8
8.5
28.3
2.5
6.6
2.3
$ 8.6
3.0
11.6
Ì
4.6
6.2
$40.3
$39.7
$22.4
For the Years Ended December 31,
2002
2003
2004
Depreciation and Amortization
Residential ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Commercial ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$18.6
4.9
Heating & Cooling ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Service Experts ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Refrigeration ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Corporate and other(a) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
23.5
3.4
8.2
7.5
$16.8
4.9
21.7
5.7
8.4
10.3
$17.2
5.0
22.2
6.6
9.0
16.1
$42.6
$46.1
$53.9
(a) In the third quarter of 2002, the Company formed joint ventures with Outokumpu by selling to
Outokumpu a 55% interest in the Company's Heat Transfer business segment for approximately
$55 million in cash and notes. The Company accounts for its remaining 45% interest using the equity
method of accounting and includes such amounts in the ""Corporate and other'' segment. The historical
net sales, results of operations and total assets of the ""Corporate and other'' segment have been restated
to include the portions of the Heat Transfer business segment that was sold to Outokumpu. The results of
operations of the Heat Transfer business segment now presented in the ""Corporate and other'' segment
was $(2.2) million for the year ended December 31, 2003. The historical net sales and results of
46
LENNOX INTERNATIONAL INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Ì (Continued)
operations of the Heat Transfer business segment now presented in the ""Corporate and other'' segment
were $129.3 million and $(3.7) million for the year ended December 31, 2002.
The following table sets forth certain Ñnancial information relating to the Company's operations by
geographic area based on the domicile of the Company's operations (in millions):
For the Years Ended December 31,
2002
2003
2004
Net Sales to External Customers
United States ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Canada ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
International ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$2,254.8
272.7
455.2
$2,135.1
260.2
394.6
$2,140.4
223.1
363.9
Total net sales to external customersÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$2,982.7
$2,789.9
$2,727.4
Long-Lived Assets
United States ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Canada ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
International ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$414.5
109.4
150.0
$613.2
90.3
150.6
Total long-lived assets ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$673.9
$854.1
As of December 31,
2004
2003
4.
Inventories:
Components of inventories are as follows (in millions):
Finished goods ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Repair parts ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Work in process ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Raw materialsÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$174.1
38.5
9.2
71.4
$158.6
33.0
7.6
62.5
As of December 31,
2004
2003
Excess of current cost over last-in, Ñrst-out cost ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
293.2
(46.0)
261.7
(47.6)
$247.2
$214.1
47
LENNOX INTERNATIONAL INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Ì (Continued)
5. Property, Plant and Equipment:
Components of property, plant and equipment are as follows (in millions):
As of December 31,
2003
2004
Land ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Buildings and improvements ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Machinery and equipment ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$
31.2
177.3
479.3
$
29.7
169.0
467.1
Total ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Less Ì accumulated depreciation ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
687.8
(453.8)
665.8
(436.2)
Property, plant and equipment, net ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$ 234.0
$ 229.6
6. Divestitures and Acquisitions:
Service Experts Discontinued Operations
During the Ñrst Ñscal quarter of 2004, the Company's Board of Directors approved a plan to realign
Service Experts dealer service centers to focus on service and replacement opportunities in the residential and
light commercial markets. The Company identiÑed 130 dealer service centers that will comprise the ongoing
Service Experts business segment and has divested the remaining 48 centers (47 existing centers plus a branch
of an ongoing center), in addition to a previous closure of four centers. The 48 centers that are no longer a part
of the Service Experts business segment have been classiÑed as a discontinued operation in the accompanying
Statements of Operations. The related assets and liabilities for these centers are classiÑed as ""Assets Held For
Sale'' and ""Liabilities Held For Sale'' in the accompanying Consolidated Balance Sheets. The long-lived
assets of these centers have been written down to estimated fair value less costs to sell. The Company has
recorded non-cash pre-tax impairment losses in the loss from discontinued operations of $3.1 million related to
property, plant and equipment and $14.8 million related to goodwill (see Note 18 for further discussion of
goodwill), as a result of its decision to sell these service centers.
A summary of net trade sales and pre-tax operating results for the years ended December 31, 2004 and
2003, and the major classes of assets and liabilities presented as held for sale at December 31, 2004, are
detailed below (in millions):
Discontinued
Operations for the
Year Ended
December 31,
2004
2003
Net trade sales ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Pre-tax (loss) income operating resultsÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Pre-tax loss on disposal of assets ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$228.9
(38.9)
(14.9)
$325.8
(0.1)
Ì
Current assets ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Current liabilitiesÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
December 31,
2004
$5.1
$3.7
48
LENNOX INTERNATIONAL INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Ì (Continued)
The following table details the Company's pre-tax loss from discontinued operations for the year ended
December 31, 2004, (in millions):
Goodwill impairment ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Impairment of property, plant and equipment ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Operating loss ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Other divestiture costs ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Subtotal ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Loss on disposal of centersÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Year Ended
December 31,
2004
$14.8
3.1
14.9
6.1
38.9
14.9
Total loss from discontinued operations ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$53.8
No speciÑc reserves were created as a result of the turnaround plan. The Company anticipates additional
expenses will be recorded during the Ñrst quarter of 2005; however, the total of such expenses is not expected
to be material.
The income tax beneÑt on discontinued operations was $12.9 million for the year ended December 31,
2004. The income tax beneÑt includes a $1.6 million income tax beneÑt related to the goodwill impairment.
Cash proceeds from the sale of these centers and related tax eÅects are expected to more than oÅset the cash
expenses of divestiture.
Outokumpu Joint Ventures
During August 2002, the Company completed the formation of joint ventures with Outokumpu.
Outokumpu purchased a 55% interest in the Company's former Heat Transfer business segment in the U.S.
and Europe for $55 million in cash and notes, with the Company retaining 45% ownership. A pre-tax gain of
approximately $23.1 million was recognized in 2002 in conjunction with the sale and is included in the
(Gains) losses and other expenses line item in the accompanying Consolidated Statements of Operations. In
conjunction with the sale, the Company incurred $11.6 million of other charges and expenses. Included in this
amount are asset impairments that reduced to zero the carrying value of non-core Heat Transfer assets not
included in the sale and that were identiÑed for abandonment in the third quarter of 2002. Additionally, this
amount includes transaction costs, a pension curtailment in connection with U.S. based Heat Transfer
employees and indemniÑcation of Öood losses that occurred at a Heat Transfer manufacturing facility in
Europe in August 2002. After deducting these expenses, the Company recognized a net pre-tax gain of
$11.5 million ($6.4 million net of tax) in 2002. The Company is accounting for its remaining 45% ownership
in the joint ventures using the equity method of accounting. The Company recorded expenses of $3.4 million
in 2003 related to the Heat Transfer joint venture agreement in (Gains) losses and other expenses.
Fairco, S.A.
In August 2002, the Company sold its 50% ownership interest in an Argentine joint venture. The
Company recognized a pre-tax loss on the sale of $3.6 million ($1.2 million net of tax). The proceeds from the
sale were immaterial. The Company's equity in earnings of Fairco S.A. was immaterial for all prior periods.
Heatcraft do Brasil S.A.
In June 2002, the Company's Lennox Global Ltd. subsidiary purchased the remaining 14% equity interest
in Heatcraft do Brasil S.A., a Brazilian company that manufactures primarily commercial refrigeration
equipment, for approximately $2.4 million.
49
LENNOX INTERNATIONAL INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Ì (Continued)
HVAC Distributors
In June 2002, the Company sold the net assets of a heating, ventilation and air conditioning (""HVAC'')
distributor, included in the Residential Heating & Cooling segment, for $4.2 million in cash and notes. The
sale resulted in a pre-tax loss of approximately $0.2 million that is included in (Gains) losses and other
expenses. The revenues and results of operations of the distributor were immaterial for all prior periods.
In March 2003, the Company sold the net assets of a HVAC distributor included in the Residential
Heating & Cooling segment for $4.6 million in cash and notes. The sale resulted in a pre-tax loss of
approximately $0.8 million that is included in (Gains) losses and other expenses. The revenues and results of
operations of the distributor were immaterial for all prior periods.
Electrical Products Division
In August 2003, the Company sold the assets of its Electrical Products Division business for $4.5 million
in cash. The sale resulted in a pre-tax gain of approximately $2.4 million that is included in (Gains) losses and
other expenses. The revenues and results of operations of the business were immaterial for all prior periods.
7. Restructuring Charges:
During 2001, the Company undertook separate restructuring initiatives of its Service Experts operations
and certain of its manufacturing and distribution operations. During 2002, the Company undertook an
additional restructuring initiative of its non-core Heat Transfer engineering business.
Retail Restructuring Program.
In the second quarter of 2001, the Company recorded a pre-tax
restructuring charge of $38.0 million ($25.6 million, net of tax), of which $3.4 million was included in cost of
goods sold, for the selling, closing or merging of 38 company-owned dealer service centers. These centers were
either under-performing Ñnancially, located in geographical areas requiring disproportionate management
eÅort or focused on non-HVAC activities. The major actions of the plan consisted of employee terminations,
closure, sale or merger of dealer service centers and completion of in-process commercial construction jobs, all
of which have been completed.
The $38.0 million restructuring charge consisted of asset impairments and estimates of future cash
expenditures. Charges based on estimated cash expenditures are as follows (in millions):
Original
Charge
New
Charges
Cash
Payments
Other
Changes
Severance and beneÑts ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Other exit costs ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$ 4.8
12.3
Total ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$17.1
$0.2
0.8
$1.0
$ (2.9)
(12.5)
$(2.1)
3.1
$(15.4)
$ 1.0
Balance
December 31,
2002
$ Ì
3.7
$3.7
Other exit costs ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$3.7
$Ì
$(3.6)
$Ì
$0.1
Balance
December 31,
2002
New
Charges
Cash
Payments
Other
Changes
Balance
December 31,
2003
Other exit costs ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$0.1
$Ì
$Ì
$Ì
$0.1
Balance
December 31,
2003
New
Charges
Cash
Payments
Other
Changes
Balance
December 31,
2004
50
LENNOX INTERNATIONAL INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Ì (Continued)
The original severance charge of $4.8 million included the termination of 605 employees. All employee
termination actions have been completed. The original ""Other exit costs'' charged included $4.7 million to
complete in-process commercial construction jobs at the exit date, $4.7 million for non-cancelable operating
lease commitments on closed service center facilities and $2.9 million of other closure-related costs.
In the third and fourth quarter of 2001, the Company identiÑed an additional 15 centers for closure. The
$1.0 million of new charges in the above table, of which $0.4 million was recognized in 2001 and $0.6 million
in 2002, reÖects the Company's estimate of costs related to closure of these centers.
The other changes of $(2.1) million in severance and beneÑts included in the above table were revisions
to the original number of employees to be terminated as a result of the Company Ñnding buyers for service
centers that had previously been identiÑed for closure. Approximately $(1.9) million was recognized in 2001
with the remaining $(0.2) million being recognized in 2002. The other changes in ""Other exit costs'' included
in the above table relate to higher-than-expected costs to complete the in-process commercial jobs at closed
centers. Approximately $3.3 million was recognized in 2001 with the remaining $(0.2) million being
recognized in 2002.
Asset impairments included in the restructuring charge consisted of the following:
The restructuring charge recorded in 2001 included impairments of $6.6 million for long-lived assets,
principally property, plant and equipment used in the operations of the closed service centers, $5.7 million
in goodwill, $3.4 million for inventory write-downs (included as a component of cost of goods sold) and
$5.2 million in accounts receivable. All asset impairment charges were related to assets included in the
Service Experts reportable segment.
The impairment charges for the long-lived assets reduced the carrying amount of the assets to
management's estimate of fair value that was based primarily on the estimated proceeds, if any, to be
generated from the sale or disposal of the assets. The property, plant and equipment carrying value after
consideration of the impairment charge was immaterial. The goodwill impairment charge reduced to zero
any goodwill that had been recorded in conjunction with acquisitions of speciÑc service centers that were
completely idled and for which expected future cash Öows were not suÇcient to cover the related
property, plant and equipment. For the year ended December 31, 2002, the Company recognized as a
component of the Restructurings line item in the accompanying Consolidated Statements of Operations
$0.2 million in net gains that represent diÅerences between the original estimate of fair value and actual
proceeds received.
The inventory and accounts receivable impairment charges recorded in conjunction with the
restructuring reduced the carrying value of service center inventories and accounts receivables to net
realizable value. These revisions to net realizable value resulted directly from the Company's decision to
close the related service center operations. For the year ended December 31, 2002, the Company has
recognized as a component of the Restructurings line item in the accompanying Consolidated Statements
of Operations, $0.3 million in net gains that represent diÅerences between the original estimate of net
realizable value and actual proceeds received.
Manufacturing and Distribution Restructuring Program.
In the fourth quarter of 2001, the Company
recorded pre-tax restructuring charges totaling $35.2 million ($31.0 million, net of tax) for severance and
other exit costs that resulted from the Company's decision to sell or abandon certain manufacturing and
distribution operations. Inventory impairments of $4.4 million were included in cost of goods sold. The major
actions included in the plan were the closing of a domestic distribution facility, the Company's Mexico sales
oÇce, manufacturing plants in Canada, Australia and Europe and the disposal of other non-core Heat
Transfer businesses, which have been completed. The revenue and net operating loss of separately identiÑable
operations were $36.3 million and $2.3 million, respectively, for the year ended December 31, 2001.
51
LENNOX INTERNATIONAL INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Ì (Continued)
A summary of the asset impairments by action and the operating segment impacted are included in the
following table (in millions):
Major Action and Operating Segment Impacted:
PP & E
Residential segment:
Canadian manufacturing facility ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Domestic distribution facilityÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Residential segment ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Commercial segment:
Australian manufacturing facility ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Closure of Mexico sales oÇceÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Commercial segment ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Refrigeration segment:
European manufacturing facility ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Heat Transfer segment Ì engineering businessÏÏÏÏÏÏÏÏ
$1.0
0.5
1.5
0.3
Ì
0.3
Ì
1.9
Asset Impairments and Write-Downs
Accounts
Receivable
Goodwill
Inventory
$ Ì
Ì
Ì
1.5
Ì
1.5
Ì
9.4
$ Ì
Ì
Ì
Ì
1.0
1.0
Ì
5.8
$ Ì
1.0
1.0
1.2
Ì
1.2
1.4
0.8
Total
$ 1.0
1.5
2.5
3.0
1.0
4.0
1.4
17.9
Total ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$3.7
$10.9
$6.8
$4.4
$25.8
The property, plant and equipment impairment consisted primarily of manufacturing equipment written
down to the cash expected to be received upon sale or abandonment, if any. The goodwill impairment charges
reduced the goodwill associated with the closed operation to zero. The accounts receivable and inventory
write-downs were recorded in conjunction with the restructuring since the decisions to close the operations
directly impacted the net realizable value of the related assets. Included in restructurings in the accompanying
Consolidated Statements of Operations for the year ended December 31, 2002 are $2.0 million of net gains
upon disposal of these impaired assets that resulted from diÅerences between original estimates of fair and net
realizable value and amounts realized upon disposal.
A summary of the severance and other exit costs associated with the Manufacturing and Distribution
Restructuring Program are included in the following table (in millions):
Original
Charge
New
Charges
Cash
Payments
Other
Changes
Balance
December 31,
2002
Severance and beneÑtsÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Other exit costs ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Total ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$6.0
3.4
$9.4
$3.4
1.1
$4.5
$ (7.7)
(2.3)
$ 0.3
(0.9)
$(10.0)
$(0.6)
$2.0
1.3
$3.3
Balance
December 31,
2002
New
Charges
Cash
Payments
Other
Changes
Balance
December 31,
2003
Severance and beneÑts ÏÏÏÏÏÏÏÏÏÏÏÏÏ
Other exit costs ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Total ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$2.0
1.3
$3.3
$0.3
Ì
$0.3
$(1.3)
(0.8)
$(0.3)
Ì
$(2.1)
$(0.3)
$0.7
0.5
$1.2
52
LENNOX INTERNATIONAL INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Ì (Continued)
Balance
December 31,
2003
New
Charges
Cash
Payments
Other
Changes
Balance
December 31,
2004
Severance and beneÑts ÏÏÏÏÏÏÏÏÏÏÏÏÏ
Other exit costs ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Total ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$0.7
0.5
$1.2
$Ì
Ì
$Ì
$ Ì
(0.3)
$(0.3)
$0.1
Ì
$0.1
$0.8
0.2
$1.0
The original severance and beneÑts charge of $6.0 million primarily related to the termination of
250 hourly and 46 salaried employees in Canada. The $3.4 million of new charges represents the 2002
termination of 64 European Refrigeration, 49 Heat Transfer and other Australian personnel. The ""Other exit
costs'' consist of $2.5 million for contractual lease obligations associated with the vacated corporate oÇce lease
space and the closed Australian manufacturing facility. Included in Restructurings in the accompanying
Consolidated Statements of Operations for the year ended December 31, 2002 are $0.7 million of restructuring
incomes associated with the subleasing of the vacated corporate oÇce lease space. The cash obligations
associated with these exit costs continue through 2005.
Engineering Business Restructuring Program.
In the third quarter of 2002, the Company recorded a
pre-tax restructuring charge totaling $7.5 million ($5.2 million, net of tax) consisting of $1.0 million of
inventory impairments included in cost of goods sold, severance and other exit costs that resulted from the
Company's decision to abandon the residual portion of the Heat Transfer business that does not Ñt with the
Company's strategic focus and was not included in the joint venture with Outokumpu. The revenue and net
operating loss associated with the engineering business was $9.8 million and $6.9 million, respectively, for the
year ended December 31, 2002. The Company completed the wind-down period of this business and recorded
an additional operating loss of $1.8 million in 2003. Operating losses from this business are reported in the
""Corporate and other'' business segment.
A summary of the severance and other exit costs, recorded in the quarter ended September 30, 2002,
associated with the Engineering Business Restructuring Program are included in the following table (in
millions):
Original
Charge
New
Charges
Cash
Payments
Other
Changes
Balance
December 31,
2002
Severance and beneÑtsÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Other exit costs ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Total ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$3.7
2.8
$6.5
$Ì
Ì
$Ì
$(3.1)
(0.9)
$(4.0)
$0.3
0.2
$0.5
$0.9
2.1
$3.0
Balance
December 31,
2002
New
Charges
Cash
Payments
Other
Changes
Balance
December 31,
2003
Severance and beneÑts ÏÏÏÏÏÏÏÏÏÏÏÏÏ
Other exit costs ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Total ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$0.9
2.1
$3.0
$Ì
Ì
$Ì
$(0.9)
(1.8)
$(2.7)
$Ì
Ì
$Ì
$ Ì
0.3
$0.3
Balance
December 31,
2003
New
Charges
Cash
Payments
Other
Changes
Balance
December 31,
2004
Other exit costs ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$0.3
$Ì
$(0.1)
$Ì
$0.2
The severance and beneÑts charge primarily related to the termination of 147 personnel. All employee
termination actions have been completed.
53
LENNOX INTERNATIONAL INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Ì (Continued)
The ""Other exit costs'' consist of contractual lease and contract takeover obligations. The cash
obligations associated with these exit costs will continue through November 2005. Included in Restructurings
in the accompanying Consolidated Statements of Operations for the year ended December 31, 2002 are
$0.5 million of net gains upon disposal of these impaired assets that resulted from diÅerences between original
estimates of fair and net realizable value and amounts realized upon disposal.
8. Long-Term Debt and Lines of Credit:
Long-term debt at December 31 consists of the following (in millions):
2004
2003
Floating rate revolving loans payable ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
6.25% convertible subordinate notes, payable in 2009 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
6.73% promissory notes, payable $11.1 annually, 2004 through 2008 ÏÏÏÏÏÏÏÏÏ
7.06% promissory note, payable $10.0 annually in 2004 and 2005 ÏÏÏÏÏÏÏÏÏÏÏÏ
6.56% promissory notes, payable in 2005 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
6.75% promissory notes, payable in 2008 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
8.00% promissory note, payable in 2010 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
7.75% promissory note, payable in 2005 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Capitalized lease obligations and other ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$
5.0
143.8
44.4
Ì
25.0
50.0
35.0
Ì
1.3
$
3.0
143.8
55.5
20.0
25.0
50.0
35.0
25.0
1.4
Less current maturities ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
304.5
(36.4)
358.7
(21.4)
$268.1
$337.3
At December 31, 2004, the aggregate amounts of required principal payments on long-term debt are as
follows (in millions):
2005 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
2006 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
2007 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
2008 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
2009 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Thereafter ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$ 36.4
16.3
11.4
61.3
144.0
35.1
$304.5
The Company has bank lines of credit aggregating $260.7 million, of which $11.0 million was borrowed
and outstanding, and $90.3 million was committed to standby letters of credit at December 31, 2004. The
remaining $159.4 million was available for future borrowings, subject to Ñnancial covenant limitations.
Included in the lines of credit are several regional facilities and a multi-currency facility in the amount of
$225 million governed by agreements between the Company and a syndicate of banks. In September 2003, the
Company amended its former domestic facility to, among other things, base covenants on the Ñnancials of
domestic and foreign subsidiaries, extend the facility maturity date to September 2006 and reduce capacity
from $270 million to $205 million. In October 2003, the facility capacity was increased to $225 million. The
facility bears interest, at the Company's option, at a rate equal to either (a) the greater of the bank's prime
rate or the federal funds rate plus 0.5% or (b) the London Interbank OÅered Rate plus a margin equal to 1.0%
to 2.5%, depending upon the ratio of total funded debt-to-earnings before interest, taxes, depreciation and
amortization (""EBITDA'') as deÑned in the facility. The Company pays a facility fee, depending upon the
54
LENNOX INTERNATIONAL INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Ì (Continued)
ratio of total funded debt to EBITDA, equal to 0.25% to 0.50% of the capacity. The facility includes restrictive
covenants that limit the Company's ability to incur additional indebtedness, encumber its assets, sell its assets,
or pay dividends. There are no required payments prior to the expiration of the facility. The Company's facility
and promissory notes are secured by the stock of the Company's major subsidiaries. The facility requires that
LII annually and quarterly deliver Ñnancial statements, as well as compliance certiÑcates, to the banks within
a speciÑed period of time.
On May 8, 2002, the Company issued $143.8 million of 6.25% convertible subordinated notes (""Notes''),
maturing June 1, 2009, and received proceeds totaling approximately $139 million after debt issuance costs.
Interest is payable semi-annually on June 1 and December 1 of each year. Each $1,000 Note is convertible
into 55.29 shares of common stock. Redemption can occur at the Company's option beginning in June 2005 if
the market price of the Company's Common Stock has exceeded $23.52 per share during speciÑed periods
and at the option of the Note holders if the market price of the Company's Common Stock has exceeded
$19.90 per share during speciÑed periods or if the market price of the Notes is less than 95% of the market
price of the stock multiplied by 55.29. The Notes are junior in right of payment to all of our existing and future
senior indebtedness, and are structurally subordinated to all liabilities of our subsidiaries, including trade
payables, lease commitments and money borrowed. Under the Registration Rights Agreement, dated as of
May 8, 2002 (the ""Registration Rights Agreement''), between LII, UBS Warburg LLC and the other initial
purchasers relating to the Notes, LII agreed that during the two-year period from the date of issuance of the
Notes (May 8, 2002), LII would Ñle with the SEC a registration statement on the Notes and cause the
registration statement to be declared eÅective and usable for the oÅer and sale of the Notes. The delay in Ñling
of LII's Annual Report on Form 10-K for 2003 caused a default on April 29, 2004 under the Registration
Rights Agreements (the ""Default Date'') since the registration statement ceased to be eÅective through
May 8, 2004 (a ""Registration Default''). Upon a Registration Default, LII became contractually obligated to
pay an additional 0.25% per annum interest (""Liquidated Damages'') from the Default Date until the second
anniversary of the issuance of the Notes. As of May 8, 2004, LII was no longer in default with no further
Liquidated Damages required. LII paid approximately $32,000 in Liquidated Damages on June 1, 2004.
In June 2004, LII made a pre-payment on its long-term debt of $35 million. The long-term debt was
scheduled to have been repaid in the third quarter of 2005. The pre-payment make-whole amount associated
with the debt was $1.9 million and was expensed in 2004.
Under a revolving period asset securitization arrangement, the Company transfers beneÑcial interests in a
portion of its trade accounts receivable to a third party in exchange for cash. The Company's continued
involvement in the transferred assets is limited to servicing. These transfers are accounted for as sales rather
than secured borrowing. The fair values assigned to the retained and transferred interests are based primarily
on the receivables carrying value given the short term to maturity and low credit risk. As of December 31,
2004 and 2003, the Company had not sold any beneÑcial interests in accounts receivable. The discount
incurred in the sale of such receivables of $2.3 million and $2.9 million for the years ended December 31, 2004
and 2003, respectively, is included as part of Selling, General and Administrative Expense in the accompany-
ing Consolidated Statements of Operations.
55
LENNOX INTERNATIONAL INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Ì (Continued)
9.
Income Taxes:
The income tax provision from continuing operations consisted of the following (in millions):
For the Years Ended
December 31,
2003
2004
2002
Current:
Federal ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
State ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Foreign ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$12.9
3.3
10.2
$32.8
(1.8)
0.2
$11.6
(1.8)
6.6
Total current ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
26.4
31.2
16.4
Deferred:
Federal ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
State ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Foreign ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
10.9
(7.1)
0.3
6.5
5.3
2.1
15.0
5.1
(4.3)
Total deferred ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
4.1
13.9
15.8
Total income tax provisionÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$30.5
$45.1
$32.2
(Loss) income from continuing operations before income taxes and cumulative eÅect of accounting
change was comprised of $(92.4) million domestic and $29.4 million foreign for the year ended December 31,
2004 and $112.0 million domestic and $19.8 million foreign for the year ended December 31, 2003.
The diÅerence between the income tax provision from continuing operations computed at the statutory
federal income tax rate and the Ñnancial statement provision for taxes is summarized as follows (in millions):
Provision (beneÑt) at the U.S. statutory rate of 35%ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Increase (reduction) in tax expense resulting from:
2004
2003
2002
$(22.1)
$46.1
$24.7
State income tax, net of federal income tax beneÑt ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Foreign losses not providing a current beneÑt ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Goodwill impairment ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Other permanent itemsÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Research tax credit ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Foreign taxes at rates other than 35% and miscellaneous other ÏÏÏÏÏÏÏÏÏÏÏÏÏ
1.5
6.2
51.4
1.4
(5.6)
(2.3)
(0.5)
3.6
Ì
(1.9)
(3.6)
1.4
2.1
9.6
Ì
(3.4)
Ì
(0.8)
Total income tax provisionÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$ 30.5
$45.1
$32.2
Deferred income taxes reÖect the tax consequences on future years of temporary diÅerences between the
tax basis of assets and liabilities and their Ñnancial reporting basis and are reÖected as current or non-current
depending on the timing of the expected realization. The deferred tax provision for the periods shown
represents the eÅect of changes in the amounts of temporary diÅerences during those periods.
56
LENNOX INTERNATIONAL INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Ì (Continued)
Deferred tax assets (liabilities), as determined under the provisions of SFAS No. 109, ""Accounting for
Income Taxes,'' were comprised of the following at December 31 (in millions):
2004
2003
Gross deferred tax assets:
WarrantiesÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
NOLs (foreign and U.S. state) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Postretirement and pension beneÑtsÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Inventory reserves ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Receivable allowanceÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Compensation liabilities ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Deferred incomeÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Intangibles ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Other ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$24.1
58.6
24.2
3.8
4.2
17.2
9.9
18.7
8.0
$23.7
54.9
18.0
6.7
4.3
26.9
11.3
15.0
7.9
Total deferred tax assets ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Valuation allowance ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
168.7
(43.0)
168.7
(39.4)
Total deferred tax assets, net of valuation allowance ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
125.7
129.3
Gross deferred tax liabilities:
Depreciation ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Insurance liabilities ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Other ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
(12.7)
(4.2)
(12.9)
(14.7)
(2.8)
(13.4)
Total deferred tax liabilities ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
(29.8)
(30.9)
Net deferred tax assets ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$95.9
$98.4
The Company has net operating loss carry forwards that expire at various dates in the future. The
deferred tax asset valuation allowance relates primarily to the operating loss carry forwards in various states in
the U.S, European and Canadian tax jurisdictions. The increase in valuation allowance is primarily the result
of foreign and state losses not beneÑted. In addition, the Company has approximately $6.1 million in pre-
acquisition net state operating losses that have not been beneÑted. The utilization of these losses will result in
a tax beneÑt of $0.2 million, which will be recorded against goodwill.
In assessing the realizability of deferred tax assets, management considers whether it is more likely than
not that some portion or all of the deferred tax assets will not be realized. In order to fully realize the deferred
tax asset, the Company will need to generate future federal and foreign taxable income of approximately
$129.8 million during the periods in which those temporary diÅerences become deductible and future state
taxable income of approximately $220.9 million prior to the expiration of the net operating loss carry forwards.
United States taxable income for years ended December 31, 2004 and 2003 was $8.5 million and
$86.4 million, respectively. Management considers the reversal of existing taxable temporary diÅerences,
projected future taxable income, and tax planning strategies in making this assessment. Based upon the level
of historical taxable income and projections for future taxable income over the periods in which the deferred
tax assets are deductible, management believes it is more likely than not that the Company will realize the
beneÑts of these deductible diÅerences, net of the existing valuation allowances at December 31, 2004.
No provision has been made for income taxes which may become payable upon distribution of the foreign
subsidiaries' earnings. It is not practicable to estimate the amount of tax that might be payable, since
57
LENNOX INTERNATIONAL INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Ì (Continued)
management's intent is to permanently reinvest these earnings or to repatriate earnings only when it is tax
eÅective to do so.
The American Jobs Creation Act of 2004 (P.L. 108-357) was signed into law on October 22, 2004. The
Act provides an opportunity to repatriate foreign earnings and claim an 85% dividend received deduction
against the repatriated amount. The Company is evaluating the eÅects of the repatriation provision and
expects to make a decision on implementation later in 2005. As a result, the related range of income tax
eÅects of such repatriation cannot be reasonably estimated at the time of issuance of our consolidated Ñnancial
statements, and, as provided for in FASB StaÅ Position No. 109-2 ""Accounting and Disclosure Guidance for
the Foreign Earnings Repatriation Provision within the American Jobs Creation Act of 2004,'' no income tax
expense related to our possible repatriation has been recorded as of December 31, 2004.
10. Current Accrued Expenses:
SigniÑcant components of current accrued expenses are as follows (in millions):
December 31,
2004
2003
Accrued wages ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Casualty insurance reservesÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Deferred income on service contracts ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Accrued warranties ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Accrued promotionsÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Other ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$ 85.5
58.3
29.3
26.8
26.1
60.3
$ 82.5
52.7
26.3
26.2
23.4
68.0
Total current accrued expenses ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$286.3
$279.1
11. Employee BeneÑt Plans:
ProÑt Sharing Plans
The Company maintains noncontributory proÑt sharing plans for its eligible domestic salaried employees.
These plans are discretionary as the Company's contributions are determined annually by the Board of
Directors. Provisions for contributions to the plans amounted to $10.4 million, $8.5 million and $7.0 million in
2004, 2003 and 2002, respectively. The Company also sponsors several 401(k) plans with employer
contribution-matching requirements. The Company contributed $2.3 million in 2004 and $2.5 million in 2003
and 2002 to these 401(k) plans.
Employee Stock Purchase Plan
The Company's employee stock purchase plan, which was terminated as of December 31, 2003, had
2,575,000 shares of Common Stock reserved. The shares were oÅered for sale to employees only, through
payroll deductions, at prices equal to 85% of the lesser of the fair market value of the Company's Common
Stock on the Ñrst day of the oÅering period or the last day of the oÅering period. Under the plan, participating
employees purchased 508,380 and 516,580 shares in 2003 and 2002, respectively.
Pension and Postretirement BeneÑt Plans
The Company has domestic and foreign pension plans covering essentially all employees. The Company
also maintains an unfunded postretirement beneÑt plan, which provides certain medical and life insurance
beneÑts to eligible employees. The pension plans are accounted for under provisions of SFAS No. 87,
""Employers' Accounting for Pensions.'' The postretirement beneÑt plan is accounted for under the provisions
58
LENNOX INTERNATIONAL INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Ì (Continued)
of SFAS No. 106, ""Employers' Accounting for Postretirement BeneÑts Other than Pensions'' (""FAS 106'').
In December 2003, the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (""the
Act'') was signed into law. The Act introduces a prescription drug beneÑt under Medicare (Medicare Part D)
as well as a federal subsidy to sponsors of retiree health care beneÑt plans that provide a beneÑt that is at least
actuarially equivalent to Medicare Part D. In May 2004, Financial Accounting Standards Board StaÅ Position
No. FAS 106-2, ""Accounting and Disclosure Requirements Related to the Medicare Prescription Drug,
Improvement and Modernization Act of 2003,'' was issued and it permits a sponsor of a postretirement health
care plan that provides a prescription drug beneÑt to make a one-time election to defer accounting for the
eÅects of the Act. The Company has elected not to reÖect the changes in the Act in its 2004 Ñnancials as the
eÅects of the Act are not a signiÑcant event that calls for remeasurement under FAS 106. Therefore, the
accumulated postretirement beneÑt obligation and net postretirement beneÑt costs in the Ñnancial statements
and footnote do not reÖect the eÅects of the Act on the Company's plans.
The following table sets forth amounts recognized in the Company's Ñnancial statements and the plans'
funded status (in millions):
Accumulated beneÑt obligation ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Changes in projected beneÑt obligation:
Pension BeneÑts
2003
2004
Other BeneÑts
2004
2003
$233.9
$217.2
$ N/A $ N/A
BeneÑt obligation at beginning of year ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Service costÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Interest cost ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Plan participants' contributions ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
AmendmentsÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Actuarial loss ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
BeneÑts paid ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
223.4
6.6
13.2
0.1
Ì
13.1
(14.1)
194.2
5.4
12.9
0.1
1.7
19.9
(10.8)
BeneÑt obligation at end of year ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
242.3
223.4
Changes in plan assets:
Fair value of plan assets at beginning of yearÏÏÏÏÏÏÏÏÏÏ
Actual return on plan assets ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Employer contribution ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Plan participants' contributions ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Foreign currency changes ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
BeneÑts paid ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
161.4
12.7
1.3
0.1
1.6
(9.9)
135.6
23.0
9.2
0.1
2.7
(9.2)
Fair value of plan assets at end of yearÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
167.2
161.4
24.3
1.0
1.4
2.1
Ì
3.7
(4.2)
28.3
Ì
Ì
2.1
2.1
Ì
(4.2)
Ì
23.4
0.9
1.6
1.8
(7.2)
8.2
(4.4)
24.3
Ì
Ì
2.6
1.8
Ì
(4.4)
Ì
Funded status ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Unrecognized actuarial loss ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Unamortized prior service cost ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Unrecognized net obligation ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
(75.1)
87.4
10.7
0.1
(62.0)
77.5
11.7
0.1
(28.3)
18.1
(5.5)
Ì
(24.3)
16.8
(7.7)
Ì
Net amount recognized ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$ 23.1
$ 27.3
$(15.7)
$(15.2)
59
LENNOX INTERNATIONAL INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Ì (Continued)
Pension BeneÑts
2003
2004
Other BeneÑts
2004
2003
Amounts recognized in the consolidated balance sheets
consist of:
Prepaid beneÑt cost ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Accrued beneÑt liability ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Intangible assets ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Accumulated other comprehensive lossÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$ 39.7
(106.6)
11.4
78.6
$ 45.2
(95.1)
11.6
65.6
$ Ì $ Ì
(15.2)
(15.7)
Ì
Ì
Ì
Ì
Net amount recognized ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$ 23.1
$ 27.3
$(15.7)
$(15.2)
Pension plans with an accumulated beneÑt obligation in excess of plan
assets:
Projected beneÑt obligationÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Accumulated beneÑt obligation ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Fair value of plan assets ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Pension BeneÑts
2003
2004
2002
2004
December 31,
2004
2003
$242.3
233.9
167.2
$208.7
203.4
147.4
Other BeneÑts
2003
2002
Components of net periodic beneÑt cost:
Service costÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Interest cost ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Expected return on plan assets ÏÏÏÏÏÏÏÏ
Amortization of prior service cost ÏÏÏÏÏ
Recognized actuarial loss ÏÏÏÏÏÏÏÏÏÏÏÏ
Recognized transition obligationÏÏÏÏÏÏÏ
SettlementÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
CurtailmentÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$
6.6
13.2
(14.5)
1.0
3.0
Ì
0.7
Ì
$
5.4
12.9
(14.7)
0.9
1.1
0.1
Ì
Ì
$
5.0
11.8
(15.3)
0.7
0.3
0.1
Ì
1.2
$ 1.0
1.4
Ì
(0.6)
0.8
Ì
Ì
Ì
$ 0.9
1.6
Ì
(0.3)
0.7
Ì
Ì
Ì
$ 0.6
1.4
Ì
(0.1)
0.6
Ì
Ì
Ì
Net periodic beneÑt cost ÏÏÏÏÏÏÏÏÏÏÏÏÏ
$ 10.0
$
5.7
$
3.8
$ 2.6
$ 2.9
$ 2.5
Pension
BeneÑts
2004
2003
Other BeneÑts
2003
2004
Weighted-average assumptions used to determine beneÑt
obligations at December 31:
Discount rate ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Rate of compensation increase ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Weighted-average assumptions used to determine net periodic
beneÑt cost for years ended December 31:
Discount rate ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Expected long-term return on plan assets ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Rate of compensation increase ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
60
5.75% 6.00% 5.75% 6.00%
4.00
4.00
Ì
Ì
Pension
BeneÑts
2004
2003
Other BeneÑts
2003
2004
6.00% 6.75% 6.00% 6.75%
8.75
4.00
8.75
4.00
Ì
Ì
Ì
Ì
LENNOX INTERNATIONAL INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Ì (Continued)
To develop the expected long-term rate of return on assets assumption, the Company considered the
historical returns and the future expectations for returns for each asset category, as well as the target asset
allocation of the pension portfolio and the eÅect of periodic rebalancing. These results were adjusted for the
payment of reasonable expenses of the plan from plan assets. This resulted in the selection of the 8.75% long-
term rate of return on assets assumption.
Assumed health care cost trend rates at December 31:
Health care cost trend rate assumed for next yearÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Rate to which the cost rate is assumed to decline (the ultimate trend rate) ÏÏÏÏÏÏÏ
Year that the rate reaches the ultimate trend rateÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
2004
2003
10.0% 10.0%
5.0
2010
5.0
2009
Assumed health care cost trend rates have a signiÑcant eÅect on the amounts reported for the health care
plan. A one percentage-point change in assumed health care cost trend rates would have the following eÅects
(in millions):
1-Percentage-
Point Increase
1-Percentage-
Point Decrease
EÅect on total of service and interest cost ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
EÅect on the post-retirement beneÑt obligationÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$0.3
3.3
$(0.2)
(2.8)
The Company's U.S.-based pension plan weighted-average asset allocations at December 31, 2004 and
2003, by asset category are as follows:
Asset Category
Plan Assets at
December 31,
2003
2004
Domestic equity ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
International equity ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Investment Grade BondsÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Money Market/Cash/Annuities ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
56.9% 57.4%
10.8% 11.4%
28.5% 28.0%
3.8% 3.2%
Total ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
100% 100%
Plan investments are invested within the following range targets:
Domestic equity ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
International equityÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Investment grade bonds ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Money market/cash ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
55%
10%
30%
5%
°/¿3%
°/¿3%
°/¿3%
°1%/¿4%
Target
°/¿
The plan's investment advisors have discretion within the above ranges. Investments are rebalanced based
upon guidelines developed by the Company with input from their consultants and investment advisers.
Additional contributions are invested under the same guidelines and may be used to rebalance the portfolio.
The investment allocation and individual investments are chosen with regard to the duration of the obligations
under the plan. The Company estimates its 2005 minimum required contribution will be $2.8 million to its
pension plans. The Company will evaluate additional voluntary pension contributions throughout 2005. The
Company estimates its 2005 contribution to its postretirement beneÑt plan to be approximately $1.6 million.
Included in total plan assets above are approximately $22 million of assets related to foreign plans with a
weighted-average expected rate of return of 7.5%.
61
LENNOX INTERNATIONAL INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Ì (Continued)
Expected future beneÑt payments are shown in the table below (in millions):
2005
2006
2007
2008
2009
2010-2014
Pension beneÑtsÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Other beneÑts ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$10.6
1.6
$12.5
1.8
$14.5
1.9
$12.1
1.9
$18.0
2.1
$59.2
12.7
12. Stock-Based Compensation Plans:
Incentive Plan
The Company has an Incentive Plan, which was amended in September 1998 (the ""1998 Incentive
Plan'') and it provides for various long-term incentive and retentive vehicles. These vehicles include stock
options, performance shares, restricted stock awards and stock appreciation rights.
Under the 1998 Incentive Plan, the Company is authorized to issue options for 18,254,706 shares of
common stock. As of December 31, 2004, 19,096,942 shares of common stock have been granted and
3,403,006 shares have been cancelled or repurchased. Consequently, as of December 31, 2004, there are
2,560,770 shares available for grant. Under the 1998 Incentive Plan, the exercise price equals the stock's fair
value on the date of grant. The 1998 Incentive Plan options granted prior to 1998 vest on the date of grant.
Beginning in 1998, the 1998 Incentive Plan options vest over three years. The 1998 Incentive Plan options
issued prior to December 2000 expire after ten years. The options issued beginning in December 2000 expire
after seven years.
The Company, in connection with the acquisition of Service Experts Inc., has 247,224 outstanding stock
options, which are outstanding and fully vested.
A summary of stock option activity follows (in millions, except per share data):
2004
Years Ended December 31,
2003
2002
Weighted
Average
Exercise
Price per
Share
$13.09
18.91
10.37
16.56
$14.00
$13.70
$ 7.27
Weighted
Average
Exercise
Price per
Share
$13.03
17.00
10.70
19.07
$13.09
$12.74
$ 6.33
Shares
9.7
0.2
(0.6)
(0.3)
9.0
7.2
Weighted
Average
Exercise
Price per
Share
$12.08
14.71
9.30
15.01
$13.03
$12.99
$ 5.51
Shares
7.3
3.2
(0.6)
(0.2)
9.7
6.3
Shares
9.0
0.4
(1.7)
(0.2)
7.5
6.5
Outstanding at beginning of year ÏÏÏÏÏ
Granted ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Exercised ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
ForfeitedÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Outstanding at end of yearÏÏÏÏÏÏÏÏÏÏÏ
Exercisable at end of year ÏÏÏÏÏÏÏÏÏÏÏ
Fair value of options granted ÏÏÏÏÏÏÏÏÏ
62
LENNOX INTERNATIONAL INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Ì (Continued)
The following table summarizes information about stock options outstanding at December 31, 2004 (in
millions, except per share data and years):
Range of Exercise Prices per Share
$7.28 - $7.88 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$8.19ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$8.75 - $11.22 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$13.25 - $13.31 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$13.38ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$13.90 - $15.59 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$16.21ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$16.37- $19.40 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$24.91 - $49.63 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Total ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Options Outstanding
Weighted-
Average
Remaining
Contractual
Life (Years)
Number
Outstanding
Weighted-
Average
Exercise
Price per
Share
Options Exercisable
Weighted-
Average
Exercise
Price per
Share
Number
Exercisable
0.3
1.1
1.1
0.4
1.4
0.5
1.0
1.6
0.1
7.5
2
3
5
2
5
3
4
5
3
4
$ 7.59
8.19
11.10
13.31
13.38
14.02
16.21
18.45
37.22
$14.00
0.3
1.1
1.1
0.4
0.9
0.5
1.0
1.1
0.1
6.5
$ 7.59
8.19
11.10
13.31
13.38
14.02
16.21
18.41
37.22
$13.70
The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-
pricing model with the following weighted-average assumptions:
December 31,
2003
2004
2002
Expected dividend yield ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Risk-free interest rate ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Expected volatilityÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Expected life (in years) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
2.13% 2.24% 3.0%
4.23% 3.75% 4.29%
40.0% 40.0% 50.0%
7
7
7
Performance Shares
Under the Incentive Plan, performance shares are awarded (""The Fixed Performance Awards'') to
certain employees at the discretion of the Board of Directors as of the beginning of each Ñscal year. Awards
granted prior to 2003 were vested after ten years of employment (the ""Vesting Period''). Fixed Performance
Awards are converted to an equal number of shares of the Company's Common Stock. If pre-deÑned
performance measures are met by the Company over a three-year period, the Vesting Period is accelerated
from ten years to three years for 25% to 100% of the Fixed Performance Awards, depending on the Company's
performance. Compensation expense is measured based on the market price of the stock at date of grant and is
recognized on a straight-line basis over the performance period. The participants may also earn additional
shares of the Company's Common Stock. The number of additional shares can range from 0% to 100% of the
awards granted, depending on the Company's performance over a three-year period. Compensation expense on
the additional shares is measured by applying the market price of the Company's stock at the end of the period
to the number of additional shares that are expected to be earned. Such expense is recognized over the
performance period. As of December 31, 2004, 193,305 additional shares were expected to be earned in future
periods. The weighted-average grant-date fair values for awards granted in 2002 were $15.32. No awards were
granted in 2001. Beginning in 2003, the Company changed the vesting of Fixed Performance Awards such that
the awards vest if, at the end of the performance period, at least the minimum performance level has been
attained. To the extent that the award payout level attained is less than 100%, the diÅerence between 100%
and the award distributed, if any, shall be forfeited. Compensation expense is measured by applying the
market price of the Company's stock at the end of the period to the number of awards expected to be earned.
63
LENNOX INTERNATIONAL INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Ì (Continued)
In 2004, the Company awarded 508,380 shares at a weighted-average grant-date fair value of $19.34 per share.
In 2003, the Company awarded 258,166 shares at a weighted-average grant-date fair value of $16.76 per share.
As of December 31, 2004, 215,390 additional shares were expected to be earned in future periods. The
66,367,987 shares of Common Stock issued as of December 31, 2004 include 727,100 shares which represent
Fixed Performance Awards that have not yet vested, and 534,112 shares which represent Fixed Performance
Awards which have vested but have not been converted to shares of the Company's Common Stock.
Restricted Stock Awards
Under the Incentive Plan, Restricted Stock Awards are used to attract and retain key Company
executives. The 66,367,987 shares of Common Stock issued as of December 31, 2004 include 1,019,652
unvested shares awarded to key executives. At the end of the three-year retention period, the award will vest
and be distributed to the participant provided that the participant has been an employee of the Company or
one of its wholly owned subsidiaries continuously throughout the retention period. Compensation expense is
measured based on the market price of the stock at date of grant and is recognized on a straight-line basis over
the performance period. The weighted-average grant-date fair values for awards granted in 2004 and 2003,
were $19.25 and $15.81 per share, respectively.
Stock Appreciation Rights
In 2003, the Company began the awarding of stock appreciation rights. Each awardee is given the ""right''
to receive a value equal to the future appreciation of the Company's stock price. The value is paid in the
Company's stock. The award vests in one-third increments beginning with the Ñrst anniversary date after the
grant date. Compensation expense is measured by applying the increase in the market price of the Company's
stock at the end of the period to the number of awards. In 2004, the Company awarded 38,227 shares at a
weighted-average grant-date fair value of $18.34 per share. In 2003, the Company awarded 1,048,881 shares at
a weighted-average grant-date fair value of $16.76 per share. As the closing stock price on December 31, 2004
was greater than the grant-date fair values, $2.1 million of expense was recognized in 2004. As the closing
stock price on December 31, 2003 was less than the grant-date fair value, no expense was recognized in 2003.
The following table summarizes information about stock appreciation rights outstanding at December 31,
2004 (in millions, except per share data):
Years Ended
December 31, 2004
Weighted
Average
Exercise
Price Per
Share
Shares
1.0
Outstanding at beginning of year ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Granted ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Ì
ExercisedÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Ì
Forfeited ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Ì
Outstanding at end of year ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
1.0
Exercisable at end of yearÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
0.3
$16.76
18.34
16.76
16.76
$16.82
$16.82
64
LENNOX INTERNATIONAL INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Ì (Continued)
13. Commitments and Contingencies:
Operating Leases
The Company has various leases relating principally to the use of operating facilities. Rent expense for
2004, 2003 and 2002 was approximately $55.3 million, $55.9 million and $66.8 million, respectively.
The approximate minimum commitments under all non-cancelable leases at December 31, 2004, are as
follows (in millions):
2005 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
2006 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
2007 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
2008 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
2009 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Thereafter ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$ 43.8
31.4
16.8
10.4
8.4
54.2
$165.0
Litigation
The Company is involved in various claims and lawsuits incidental to its business. In addition, the
Company and its subsidiary Heatcraft Inc. have been named in four lawsuits in connection with its former
Heat Transfer operations. The lawsuits allege personal injury resulting from alleged emissions of trichloroeth-
ylene, dichloroethylene, and vinyl chloride and other unspeciÑed emissions from the South Plant in Grenada,
Mississippi, previously owned by Heatcraft Inc. It is not possible to predict with certainty the outcome of these
matters or an estimate of any potential loss; however, based on present knowledge, management believes that
it is unlikely that resolution of these matters will result in a material liability for the Company. As of
December 31, 2004, no accrual has been made for these matters. The Company anticipates the future legal
fees in defense of these matters could be signiÑcant.
Guarantees
The Company has issued guarantees to third parties in conjunction with the debt of one of the Company's
aÇliates. The liability recognized at December 31, 2004 related to these guarantees is approximately
$0.2 million. The maximum obligation under these guaranties is approximately $4.1 million. No assets are
held as collateral.
14. Earnings Per Share:
Basic earnings per share are computed by dividing net income by the weighted average number of
common shares outstanding during the period. Diluted earnings per share are computed by dividing net
income, adjusted for the interest expense and amortization of deferred Ñnancing costs associated with the
Company's convertible notes (see Note 8), by the sum of the weighted average number of shares and the
number of equivalent shares assumed outstanding, if dilutive, under the Company's stock based compensation
plans and Notes. EITF Issue 04-8, ""The EÅect of Contingently Convertible Debt on Diluted Earnings per
Share'' requires that contingently convertible debt securities with a market price trigger be included in diluted
earnings per share, regardless of whether the market price trigger has been met. The Company has adjusted
prior years earnings per share calculations to reÖect the impact of contingently convertible debt.
65
LENNOX INTERNATIONAL INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Ì (Continued)
As of December 31, 2004, the Company had 64,087,123 shares outstanding of which 3,044,286 were held
as treasury shares. Diluted earnings per share are computed as follows (in millions, except per share data):
Years Ended December 31,
2002
2003
2004
Net (loss) income ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$(134.4)
$86.4
$(203.5)
Add: after-tax interest expense and amortization of deferred
Ñnancing costs on the Notes ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Ì
6.3
4.1
Net (loss) income as adjusted ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$(134.4)
$92.7
$(199.4)
Weighted average shares outstanding ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
EÅect of diluted securities attributable to stock options and
performance share awards ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Weighted average shares outstanding, as adjusted ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
60.0
58.4
Ì
60.0
9.9
68.3
57.3
6.8
64.1
Diluted earnings (loss) per share ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$ (2.24)
$1.36
$ (3.11)
Options to purchase 1,399,386 shares of Common Stock at prices ranging from $17.82 to $49.63 per
share, options to purchase 2,699,089 shares of Common Stock at prices ranging from $15.59 to $49.63 per
share and 5,542,241 shares of Common Stock at prices ranging from $13.21 to $49.63 per share were
outstanding for the years ended December 31, 2004, 2003 and 2002, respectively, but were not included in the
diluted earnings per share calculation because the assumed exercise of such options would have been anti-
dilutive.
15. Quarterly Financial Information (unaudited):
Financial results (in millions, except per share data)
Net Sales
Gross ProÑt
2004
2003
2004
2003
First QuarterÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Second Quarter ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Third Quarter ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Fourth Quarter ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$ 664.0
805.4
771.9
741.4
$ 586.0
746.1
757.5
700.3
$225.6
275.3
258.4
238.2
$193.9
255.2
254.7
239.5
Net (Loss) Income
2003
2004
$(194.1)
34.4
19.0
6.3
$ 2.9
30.7
32.8
20.0
Fiscal yearÏÏÏÏÏÏÏÏÏÏÏÏÏ
$2,982.7
$2,789.9
$997.5
$943.3
$(134.4)
$86.4
Basic Earnings
per Common
Share
Diluted Earnings
per Common
Share
2004
2003
2004
2003
Dividends per
Common Share
2003
2004
First QuarterÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Second Quarter ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Third Quarter ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Fourth Quarter ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$(3.26)
0.57
0.32
0.10
$0.05
0.53
0.56
0.34
$(3.26)
0.51
0.29
0.11
$0.07
0.48
0.50
0.31
$ .095
.095
.095
.100
$.095
.095
.095
.095
Fiscal yearÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$(2.24)
$1.48
$(2.24)
$1.36
$0.385
$0.38
66
LENNOX INTERNATIONAL INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Ì (Continued)
Stock Prices
Price Range Per Common Share
2004
2003
High
Low
High
Low
First QuarterÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Second Quarter ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Third Quarter ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Fourth Quarter ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$19.22
19.26
18.31
20.50
$14.75
15.34
14.74
13.97
$15.00
15.24
16.54
17.60
$11.90
12.56
12.47
14.51
16. Treasury Stock:
On November 1, 1999, the Company's Board of Directors authorized the purchase of up to
5,000,000 shares of the issued and outstanding Common Stock. As of December 31, 2004 the Company had
purchased 3,587,300 of such shares at a total cost of $37.7 million. There were no outstanding commitments as
of December 31, 2004 to repurchase the remaining 1,412,700 shares. When treasury shares are reissued, any
diÅerence between the average acquisition cost of the shares and the proceeds from re-issuance is charged or
credited to additional paid-in capital.
17. Comprehensive Income:
The accumulated balances for each classiÑcation of comprehensive income are as follows (in millions):
For. Currency
Translation Adj.
Minimum
Pension Liab.
Cash Flow
Hedges
December 31, 2002ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Net change during 2003ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$(40.8)
63.7
December 31, 2003ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Net change during 2004ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
22.9
23.0
$(37.2)
(5.2)
(42.4)
(9.0)
$(0.7)
1.8
1.1
5.1
Total
$(78.7)
60.3
(18.4)
19.1
December 31, 2004ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$ 45.9
$(51.4)
$ 6.2
$
0.7
The net change in cash Öow hedges during 2004 consisted of $5.9 million, net of tax of $(2.1) million, in
reclassiÑcations to earnings and $2.1 million, net of tax of $(0.8) million, in changes in the fair value of
derivative contracts and during 2003 was $4.3 million, net of tax of $(1.5) million, in reclassiÑcations to
earnings and $(1.6) million, net of tax of $0.6 million, in changes in the fair value of derivative contracts.
18. Goodwill and Other Intangible Assets:
The Company evaluates the impairment of goodwill under the guidance of Statement of Financial
Accounting Standards No. 142, ""Goodwill and Other Intangible Assets'' (""SFAS No. 142''), for each of its
reporting units. As a result of the annual impairment tests required by SFAS No. 142, the Company recorded
an impairment charge in the Ñrst quarter of 2004 associated with its Service Experts segment. This
impairment charge reÖects the segment's performance below management's expectations and management's
decision to divest of 48 centers that no longer match the realigned Service Experts business model (see
Note 6). The impairment test requires a two-step process. The Ñrst step compares the fair value of the units
with goodwill against their aggregate carrying values, including goodwill. The Company estimated the fair
value of its Service Experts segment using the income method of valuation, which includes the use of
estimated discounted cash Öows. Based on the comparison, the carrying value of Service Experts exceeded its
fair value. Accordingly, the Company performed the second step of the test, comparing the implied fair value
of Service Experts goodwill with the carrying amount of that goodwill. Based on this assessment, the Company
recorded a non-cash impairment charge of $208.0 million ($184.8 million, net of tax), which is included as a
67
LENNOX INTERNATIONAL INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Ì (Continued)
component of operating income in the accompanying Consolidated Statements of Operations. The Company
also recognized a $14.8 million ($13.2 million, net of tax) goodwill impairment charge arising from goodwill
allocated to centers held for sale. This amount is included as a part of loss from discontinued operations in the
accompanying Consolidated Statements of Operations.
The changes in the carrying amount of goodwill related to continuing operations for the years ended
December 31, 2004 and 2003, in total and by segment, are as follows (in millions):
Segment
Balance
December 31,
2002
Goodwill
Impairment
Foreign Currency
Translation & Other
Balance
December 31,
2003
ResidentialÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Commercial ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Heating and Cooling ÏÏÏÏÏÏÏÏÏÏÏ
Service Experts ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Refrigeration ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$ 27.1
25.9
53.0
292.6
60.3
Total for continuing operations
$405.9
Discontinued operations ÏÏÏÏÏÏÏÏÏÏÏ
14.8
TotalÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$420.7
$Ì
Ì
Ì
Ì
Ì
$Ì
Ì
$Ì
$(1.0)
3.2
2.2
14.1
10.3
$26.6
Ì
$26.6
$ 26.1
29.1
55.2
306.7
70.6
$432.5
14.8
$447.3
Segment
Balance
December 31,
2003
Goodwill
Impairment
Foreign Currency
Translation & Other
Balance
December 31,
2004
Residential ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Commercial ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Heating and Cooling ÏÏÏÏÏÏÏÏÏÏÏÏ
Service Experts ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
RefrigerationÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$ 26.1
29.1
55.2
306.7
70.6
$ Ì
Ì
Ì
(208.0)
Ì
Total for continuing operations
$432.5
$(208.0)
Discontinued operations ÏÏÏÏÏÏÏÏÏÏÏ
14.8
(14.8)
Total ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$447.3
$(222.8)
$ Ì
1.6
1.6
(3.0)
2.3
$ 0.9
Ì
$ 0.9
$ 26.1
30.7
56.8
95.7
72.9
$225.4
Ì
$225.4
The change in the Service Experts segment in 2004 includes the release of $9.2 million of liabilities for
contingencies that were established in connection with the Service Experts acquisition. The change in the
Residential Heating & Cooling segment in 2003 includes $(0.8) million allocated to the divestiture of the
HVAC distributor discussed in Note 6. Remaining changes are due to foreign currency translation.
IdentiÑable intangible assets, subject to amortization, as of December 31, 2004 are recorded in Other
Assets in the accompanying Consolidated Balance Sheets and are comprised of the following (in millions):
2004
2003
Gross
Amount
Accumulated
Amortization
Gross
Amount
Accumulated
Amortization
Deferred Ñnancing costs ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Non-compete agreements and other ÏÏÏÏÏÏÏÏÏÏÏÏ
$ 8.9
9.3
Total ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$18.2
$ (4.0)
(7.9)
$(11.9)
$ 8.6
9.3
$17.9
$(1.9)
(6.3)
$(8.2)
68
LENNOX INTERNATIONAL INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Ì (Continued)
Amortization of intangible assets for the years ended December 31, 2004 and December 31, 2003 was
approximately $3.6 million and $4.6 million, respectively. Amortization expense for 2005 to 2009 is estimated
to be approximately $1.7 million in 2005, $1.6 million in 2006, $1.0 million in 2007, $0.9 million in 2008 and
$0.4 million in 2009. As of December 31, 2004, the Company had $15.6 million of intangible assets, consisting
of $11.4 million of pension intangible assets and $4.2 million of trademarks and others, which are not subject
to amortization.
19. Related Party Transactions:
John W. Norris, Jr., LII's Chairman of the Board, Thomas W. Booth, Stephen R. Booth, David V.
Brown and John W. Norris III, each a director of Lennox, as well as other LII stockholders who may be
immediate family members of the foregoing persons are, individually or through trust arrangements, members
of AOC Land Investment, L.L.C. (""AOC Land''). AOC Land owns 70% of AOC Development II, L.L.C.
(""AOC Development''), which owns essentially all of One Lake Park, L.L.C. (""One Lake Park''). LII is
leasing part of an oÇce building owned by One Lake Park for use as the LII corporate headquarters. The
lease, initiated in 1999, has a term of 25 years and the lease payments for 2004, 2003 and 2002 were
approximately $3.2 million, $2.9 million and $2.9 million, respectively. LII also leased a portion of Lennox
Center, a retail complex owned by AOC Development, for use as oÇces. The lease, initiated in 2000,
terminated in March 2003 and the lease payments for 2003 and 2002 were $20,430 and $122,580, respectively.
AOC Land Investment also owns 70% of AOC Development. LII believes that the terms of its leases with
One Lake Park and AOC Development were, when entered into, comparable to terms that could have been
obtained from unaÇliated third parties and was approved by a majority of the disinterested members of the
Board of Directors.
LII does not enter into any transactions in which it Directors, executive oÇcers or principal Stockholders
and their aÇliates have a material interest unless such transactions are approved by a majority of the
disinterested members of its Board of Directors and are on terms that are no less favorable to it than those that
it could obtain from unaÇliated third parties.
20. Stock Rights:
On July 27, 2000, the Board of Directors of the Company declared a dividend of one right (""Right'') for
each outstanding share of its Common Stock to stockholders of record at the close of business on August 7,
2000. Each Right entitles the registered holder to purchase from the Company a unit consisting of one one-
hundredth of a share (a ""Fractional Share'') of Series A Junior Participating Preferred Stock, par value
$.01 per share, at a purchase price of $75.00 per Fractional Share, subject to adjustment.
21. Fair Value of Financial Instruments:
The carrying amounts of cash and cash equivalents, accounts and notes receivable, net, accounts payable
and other current liabilities approximate fair value due to the short maturities of these instruments. The fair
values of each of the Company's long-term debt instruments are based on the quoted market prices for the
same issues or on the amount of future cash Öows associated with each instrument using current market rates
for debt instruments of similar maturities and credit risk. The estimated fair value of non-convertible long-
term debt (including current maturities) is $160.8 million and $226.6 million at December 31, 2004 and 2003,
respectively. The fair value of the convertible note is $189.4 million and $173.6 million at December 31, 2004
and 2003, respectively. The estimated premium on the convertible note related to interest cost is $1.7 million
and $1.8 million and the remainder due to the equity conversion feature (see Note 8). The fair values
presented are estimates and are not necessarily indicative of amounts for which the Company could settle such
instruments currently or indicative of the intent or ability of the Company to dispose of or liquidate them.
69
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Overview
As previously disclosed, in March 2004 the Audit Committee of the Company's Board of Directors
initiated an independent inquiry of certain accounting matters related to the Company's Canadian service
centers in its Service Experts operations after the Company received allegations of accounting and other
improprieties at one of its Canadian service centers. The independent inquiry was completed in July 2004. The
independent inquiry identiÑed certain weaknesses in the internal controls with respect to the Canadian service
centers. As a result of the independent inquiry and an internal review conducted by the Company in the third
and fourth quarters of 2003, the Company's management implemented and continues to implement actions
that are designed to improve the eÅectiveness of internal controls with respect to its Canadian service centers.
‚ Reorganize the accounting function of the Canadian operations from a stand-alone entity to an
integrated operation within the Service Experts structure. The Company has moved the majority of
the accounting functions for its Canadian service centers into its two U.S. regional accounting centers,
leaving bookkeeping and data entry as the only accounting functions performed at the Canadian center
level. In addition, all accounting duties formerly performed by the Service Experts Canadian
headquarters have been moved to the Company's headquarters in Richardson, Texas.
‚ Reorganize the reporting and management structure of the Canadian operations. The chief executive
oÇcer and chief Ñnancial oÇcer positions in the Service Experts Canadian operations have been
eliminated and all Canadian accounting personnel report directly to Ñnancial and accounting personnel
within the Service Experts organization.
‚ Implement the STARS accounting system in the Canadian centers. The Company has implemented
the STARS accounting system in the Canadian centers. STARS (""System Training Action Resource
Success'') is an operations and Ñnancial computer system that has been customized to meet the needs
of the Company's centers.
‚ Adopt consistent accounting policies in all Canadian centers and establish a training program for
accounting personnel in Canadian centers. The Company's accounting policies and procedures
manual has been adopted and implemented in the Canadian centers. In addition, concurrently with the
implementation of STARS at a center, the bookkeeping and data entry personnel received training on
the system and will continue to receive training as required to ensure their understanding of the system
and accounting policies, procedures and controls.
‚ Establish a process of increased oversight and monitoring of the Canadian centers. The eÅorts of the
Company's internal audit department include, and will continue to include the Canadian centers in
their annual risk assessment and audit plan to ensure that control compliance is functioning and that
recommended remedial actions be implemented.
‚ Enhance the procedures for monitoring management's remediation of internal audit Ñndings. The
Company has incorporated monitoring procedures to include business unit reporting to, and oversight
by, senior management to ensure prompt and appropriate resolution of all Ñndings.
‚ Strengthen the policies and procedures for the handling of whistleblower claims. The Company has
adopted an enhanced whistleblower policy and established procedures to ensure that all complaints are
reported to the Company's chief legal oÇcer and director of internal audit and, depending on the
nature of the claim, the Audit Committee. In addition, the Company is implementing compliance and
ethics training to provide appropriate training to all levels of employees, including the Company's
executive staÅ.
70
‚ Take corrective action with respect to certain Company personnel. The Company has terminated all
appropriate Canadian personnel alleged to have engaged in improprieties.
Disclosure Controls and Procedures
The Company carried out an evaluation, under the supervision and with the participation of the
Company's current management, including its Chief Executive OÇcer and Chief Financial OÇcer (the
Company's principal executive oÇcer and principal Ñnancial oÇcer, respectively) of the eÅectiveness of its
disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation,
the Chief Executive OÇcer and Chief Financial OÇcer have concluded that the Company's disclosure
controls and procedures were eÅective as of December 31, 2004 to provide reasonable assurance that
information required to be disclosed by the Company in the reports Ñled or submitted by the Company under
the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods
speciÑed in the Securities and Exchange Commission's rules and forms.
Changes in Internal Control Over Financial Reporting
Except as identiÑed above, during the quarter ended December 31, 2004, there were no changes in the
Company's internal controls over Ñnancial reporting that have materially aÅected, or are reasonably likely to
materially aÅect, the Company's internal controls over Ñnancial reporting.
Internal Control Over Financial Reporting
See ""Management's Report on Internal Control Over Financial Reporting'' included in Part II, Item 8
""Financial Statements and Supplementary Data.''
Item 9B. Other Information
None.
Item 10. Directors and Executive OÇcers of the Registrant
PART III
The section of the 2005 Proxy Statement captioned ""Election of Directors'' under ""Proposal 1'' identiÑes
members of the board of directors of the Company and nominees, and is incorporated in this Item 10 by
reference.
Item 1 ""Business Ì Executive OÇcers of the Company'' of this Form 10-K identiÑes executive oÇcers
of the Company and is incorporated in this Item 10 by reference.
The section of the 2005 Proxy Statement captioned ""Corporate Governance Ì Board of Directors and
Board Committees Ì Audit Committee'' identiÑes members of the Audit Committee of the Board of
Directors and an audit committee Ñnancial expert, and is incorporated in this Item 10 by reference.
The section of the 2005 Proxy Statement captioned ""Section 16(a) BeneÑcial Ownership Reporting
Compliance'' is incorporated in this Item 10 by reference.
The section of the 2005 Proxy Statement captioned ""Corporate Governance Ì Other Corporate
Governance Policies Ì Corporate Governance Guidelines Ì Certain Committee Charters'' identiÑes how
stockholders may obtain a copy of the Company's Corporate Governance Guidelines without charge and is
incorporated in this Item 10 by reference.
The section of the 2005 Proxy Statement captioned ""Corporate Governance Ì Other Corporate
Governance Policies Ì Code of Conduct and Code of Ethical Conduct'' identiÑes how stockholders may
obtain a copy of the Corporation's Code of Conduct without charge and is incorporated in this Item 10 by
reference.
71
Item 11. Executive Compensation
The information in the section of the 2005 Proxy Statement captioned ""Executive Compensation'' is
incorporated in this Item 11 by reference.
Item 12. Security Ownership of Certain BeneÑcial Owners and Management and Related Stockholder
Matters
The information in the sections of the 2005 Proxy Statement captioned ""Equity Compensation Plans
Information'' and ""Ownership of LII Common Stock'' is incorporated in this Item 12 by reference.
Item 13. Certain Relationships and Related Transactions
The information in the section of the 2005 Proxy Statement captioned ""Certain Relationships and
Related Party Transactions'' is incorporated in this Item 13 by reference.
Item 14. Principal Accounting Fees and Services
The information in the section of the 2005 Proxy Statement captioned ""Independent Auditors'' is
incorporated in this Item 14 by reference.
PART IV
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) Financial Statements, Financial Statement Schedules and Exhibits
(1) The following Ñnancial statements of Lennox International Inc. and subsidiaries are included in
Part II, Item 8 of this Form 10-K:
Management's Report on Internal Control Over Financial Reporting
Report of Independent Registered Public Accounting Firm
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 2004 and 2003
Consolidated Statements of Operations for the Years Ended December 31, 2004, 2003 and 2002
Consolidated Statements of Stockholders' Equity for the Years Ended December 31, 2004, 2003 and
2002
Consolidated Statements of Cash Flows for the Years Ended December 31, 2004, 2003 and 2002
Notes to Consolidated Financial Statements for the Years Ended December 31, 2004, 2003 and
2002
(2) The following Ñnancial statement schedule for Lennox International Inc. and subsidiaries is
included herein:
Report of Independent Public Accountants on Financial Statement Schedule (page 34 of this
Form 10-K)
Schedule II Ì Valuation and Qualifying Accounts and Reserves (page 75 of this Form 10-K)
(3) Exhibits:
The exhibits listed in the accompanying Index to Exhibits on pages 76 through 78 of this
Form 10-K are Ñled or incorporated by reference as part of this Form 10-K.
72
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SIGNATURES
LENNOX INTERNATIONAL INC.
By:
/s/ ROBERT E. SCHJERVEN
Robert E. Schjerven
Chief Executive OÇcer
March 15, 2005
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below
by the following persons on behalf of the registrant in the capacities and on the dates indicated.
Signature
Title
Date
/s/ ROBERT E. SCHJERVEN
Robert E. Schjerven
Chief Executive OÇcer and Director
(Principal Executive OÇcer)
March 15, 2005
/s/ SUSAN K. CARTER
Susan K. Carter
/s/ DAVID L. INMAN
David L. Inman
/s/
JOHN W. NORRIS, JR.
John W. Norris, Jr.
/s/ LINDA G. ALVARADO
Linda G. Alvarado
/s/ STEVEN R. BOOTH
Steven R. Booth
/s/ THOMAS W. BOOTH
Thomas W. Booth
/s/ DAVID V. BROWN
David V. Brown
/s/
JAMES J. BYRNE
James J. Byrne
Executive Vice President, Chief
Financial OÇcer and Treasurer
(Principal Financial OÇcer)
March 15, 2005
Vice President, Controller and Chief
Accounting OÇcer (Principal
Accounting OÇcer)
March 15, 2005
Chairman of the Board of Directors
March 15, 2005
Director
March 15, 2005
Director
March 15, 2005
Director
March 15, 2005
Director
March 15, 2005
Director
March 15, 2005
73
Signature
/s/
JANET K. COOPER
Janet K. Cooper
/s/ C.L. (JERRY) HENRY
C.L. (Jerry) Henry
/s/
JOHN E. MAJOR
John E. Major
/s/
JOHN W. NORRIS III
John W. Norris III
/s/ WALDEN W. O'DELL
Walden W. O'Dell
/s/ PAUL W. SCHMIDT
Paul W. Schmidt
/s/ TERRY D. STINSON
Terry D. Stinson
Title
Director
Date
March 15, 2005
Director
March 15, 2005
Director
March 15, 2005
Director
March 15, 2005
Director
March 15, 2005
Director
March 15, 2005
Director
March 15, 2005
/s/ RICHARD L. THOMPSON
Richard L. Thompson
Director
March 15, 2005
74
LENNOX INTERNATIONAL INC.
SCHEDULE II Ì VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
For the Years Ended December 31, 2004, 2003 and 2002
Balance at
beginning
of Year
Additions
charged to
cost and
expenses
Balance
at end
Deductions(1) of Year
(In Millions)
2002:
Allowance for doubtful accounts ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$24.8
$ 6.7
$(10.7)
$20.8
2003:
Allowance for doubtful accounts ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$20.8
10.8
$(16.0)
$15.6
2004:
Allowance for doubtful accounts ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$15.6
$10.3
$ (7.4)
$18.5
(1) Uncollectible accounts charged oÅ, net of recoveries. Also includes $0.9 million transferred as part of the
formation of Outokumpu Heatcraft joint ventures in 2002.
75
Exhibit
Number
INDEX TO EXHIBITS
Exhibit Name
3.1 Ì Restated CertiÑcate of Incorporation of Lennox International Inc. ("LII'') (Ñled as Exhibit 3.1 to
LII's Registration Statement on Form S-1 (Registration No. 333-75725) Ñled on April 6, 1999 and
incorporated herein by reference).
3.2 Ì Amended and Restated Bylaws of LII (Ñled as Exhibit 3.2 to LII's Form 8-K dated February 28,
2004 and incorporated herein by reference).
4.1 Ì Specimen Stock CertiÑcate for the Common Stock, par value $.01 per share, of LII (Ñled as
Exhibit 4.1 to LII's Amendment to Registration Statement on Form S-11A (Registration
No. 333-75725) Ñled on June 16, 1999 and incorporated herein by reference).
4.2 Ì Rights Agreement, dated as of July 27, 2000, between LII and ChaseMellon Shareholder Services,
L.L.C., as Rights Agent, which includes as Exhibit A the form of CertiÑcate of Designations of
Series A Junior Participating Preferred Stock setting forth the terms of the Preferred Stock, as
Exhibit B the form of Rights CertiÑcate and as Exhibit C the Summary of Rights to Purchase
Preferred Stock (Ñled as Exhibit 4.1 to LII's Current Report on Form 8-K dated July 27, 2000 and
incorporated herein by reference).
4.3 Ì Indenture, dated as of May 8, 2002, between LII and The Bank of New York, as Trustee, relating to
LII's 6.25% Convertible Subordinated Notes due June 1, 2009 (Ñled as Exhibit 10.2 to LII's
Quarterly Report on Form 10-Q for the quarter ended March 31, 2002 and incorporated herein by
reference).
4.4 Ì Registration Rights Agreement, dated as of May 8, 2002, between LII and UBS Warburg LLC and
the other initial purchasers relating to LII's 6.25% Convertible Subordinated Notes due June 1, 2009
(Ñled as Exhibit 10.3 to LII's Quarterly Report on Form 10-Q for the quarter ended March 31, 2002
and incorporated herein by reference). LII is a party to several debt instruments under which the
total amount of securities authorized under any such instrument does not exceed 10% of the total
assets of LII and its subsidiaries on a consolidated basis. Pursuant to paragraph 4(iii)(A) of
Item 601(b) of Regulation S-K, LII agrees to furnish a copy of such instruments to the Securities
and Exchange Commission upon request.
10.1 Ì Amended and Restated Revolving Credit Facility Agreement dated as of September 11, 2003
among LII, the lenders listed thereto, JPMorgan Chase Bank, Bank of Nova Scotia, The Bank of
Tokyo-Mitsubishi, Ltd. and Wells Fargo Bank Texas, N.A., including an Amended and Restated
Intercreditor Agreement as Exhibit F thereto and an Amended and Restated Pledge Agreement as
Attachment D thereto (Ñled as Exhibit 10.1 to LII's Quarterly Report on Form 10-Q for the quarter
ended September 30, 2003 and incorporated herein by reference).
10.2 Ì First Amendment to Amended and Restated Revolving Credit Facility Agreement dated as of
August 27, 2004 among LII, the lenders party thereto, and JPMorgan Chase Bank, as administrative
agent (Ñled as Exhibit 10.2 to LII's Annual Report on Form 10-K for the Ñscal year ended
December 31, 2003 and incorporated herein by reference).
10.3 Ì Second Amended and Restated Receivables Purchase Agreement, dated as of June 16, 2003, among
LPAC Corp., Lennox Industries Inc., Blue Ridge Asset Funding Corporation, Liberty Street
Funding Corp., the Liberty Street Investors named therein, The Bank of Nova Scotia and Wachovia
Bank, N.A. (Ñled as Exhibit 10.1 to LII's Quarterly Report on Form 10-Q for the quarterly period
ended June 30, 2003 and incorporated herein by reference).
10.4 Ì Fourth Amendment to Second Amended and Restated Receivables Purchase Agreement dated as of
June 11, 2004, by and among Lennox Industries Inc., LPAC Corp., Liberty Street Funding Corp.,
the investors named in the Purchase Agreement, The Bank of Nova Scotia, YC SUSI Trust, Bank
of America, N.A. and The Yorktown Investors (Ñled as Exhibit 10.3 to LII's Annual Report on
Form 10-K for the Ñscal year ended December 31, 2003 and incorporated herein by reference).
10.5 Ì Fifth Amendment to Second Amended and Restated Receivables Purchase Agreement dated as of
December 20, 2004, by and among Lennox Industries Inc., LPAC Corp., Liberty Street Funding
Corp., the investors named in the Purchase Agreement, The Bank of Nova Scotia, YC SUSI Trust,
Bank of America, N.A. and The Yorktown Investors (Ñled as Exhibit 10.1 to LII's Form 8-K dated
December 20, 2004 and incorporated herein by reference).
76
Exhibit
Number
Exhibit Name
10.6 Ì Purchase and Sale Agreement, dated as of June 19, 2000, among Lennox Industries Inc., Heatcraft
Inc. and LPAC Corp. (Ñled as Exhibit 10.1 to LII's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 2000 and incorporated herein by reference).
10.7 Ì First Amendment to Purchase and Sale Agreement, dated as of June 7, 2002, among Lennox
Industries Inc., Heatcraft Inc., Armstrong Air Conditioning Inc. and LPAC Corp. (Ñled as
Exhibit 10.2 to LII's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2002
and incorporated herein by reference).
10.8 Ì Second Amendment to Purchase and Sale Agreement, dated as of June 16, 2003, by and among
LPAC Corp., Lennox Industries Inc., Armstrong Air Conditioning Inc., Advanced Distributor
Products LLC and Heatcraft Refrigeration Products LLC (Ñled as Exhibit 10.2 to LII's Quarterly
Report on Form 10-Q for the quarterly period ended June 30, 2003 and incorporated herein by
reference).
10.9 Ì Omnibus Amendment Number One to the Amended and Restated Receivables Purchase Agree-
ment and the Purchase and Sale Agreement, dated as of January 31, 2003, among Lennox Industries
Inc., Heatcraft Inc., Armstrong Air Conditioning Inc., Advanced Distributor Products LLC,
Heatcraft Refrigeration Products LLC, LPAC Corp., Blue Ridge Asset Funding Corporation and
Wachovia Bank, N.A. (Ñled as Exhibit 10.12 to LII's Annual Report on Form 10-K for the Ñscal
year ended December 31, 2002 and incorporated herein by reference).
10.10 Ì First Omnibus Amendment to Transaction Documents, dated as of December 31, 2003 among LII,
Lennox Industries Inc., Advanced Distributor Products LLC, Heatcraft Refrigeration Products
LLC, LPAC Corp., Blue Ridge Asset Funding Corporation, Wachovia Bank, National Association,
Liberty Street Funding Corp., The Bank of Nova Scotia, EagleFunding Capital Corporation, Fleet
National Bank, Fleet Securities Inc., and The Liberty Street Investors (Ñled as Exhibit 10.9 to LII's
Annual Report on Form 10-K for the Ñscal year ended December 31, 2003 and incorporated herein
by reference).
10.11 Ì Assignment and Assumption Agreement dated as of May 5, 2004, by and among EagleFunding
Capital Corporation and YC SUSI Trust, Fleet National Bank and Back of America, N.A., Fleet
Securities, Inc. and Bank of America, N.A., The Bank of Nova Scotia and LPAC Corp. (Ñled as
Exhibit 10.10 to LII's Annual Report on Form 10-K for the Ñscal year ended December 31, 2003
and incorporated herein by reference).
10.12 Ì Receivables Purchase Agreement dated as of June 27, 2003 among LPAC Corp. II, Lennox
Industries Inc., Jupiter Securitization Corporation, The Financial Institutions from time to time
parties thereto, and Bank One, NA. (Ñled as Exhibit 10.3 to LII's Quarterly Report on Form 10-Q
for the quarterly period ended June 30, 2003 and incorporated herein by reference).
10.13 Ì Amendment No. 1 to Receivables Purchase Agreement dated as of September 11, 2003 among
LPAC Corp. II, Lennox Industries Inc., Jupiter Securitization Corporation, The Financial Institu-
tions from time to time parties thereto, and Bank One, NA. (Ñled as Exhibit 10.2 to LII's Quarterly
Report on Form 10-Q for the quarterly period ended September 30, 2003 and incorporated herein by
reference).
10.14 Ì Amendment No. 2 to Receivables Sale Agreement dated as of June 25, 2004 among LPAC
Corp. II, Lennox Industries Inc., Jupiter Securitization Corporation, The Financial Institutions from
time to time parties thereto, and Bank One, NA. (Ñled as Exhibit 10.13 to LII's Annual Report on
Form 10-K for the Ñscal year ended December 31, 2003 and incorporated herein by reference).
10.15 Ì Amendment No. 1 to Receivables Sale Agreement dated as of September 11, 2003 among
Armstrong Air Conditioning Inc., Lennox Hearth Products Inc., and LPAC Corp. II (Ñled as
Exhibit 10.3 to LII's Quarterly Report on Form 10-Q for the quarterly period ended September 30,
2003 and incorporated herein by reference).
10.16 Ì Joint Venture and Members Agreement dated July 18, 2002, between LII, Outokumpu Copper
Products Oy, Outokumpu Copper Holdings, Inc. and Heatcraft Heat Transfer LLC (Ñled as
Exhibit 10.7 to LII's Quarterly Report on Form 10-Q for the quarterly period ended September 30,
2002 and incorporated herein by reference).
77
Exhibit
Number
Exhibit Name
10.17 Ì Shareholders Agreement dated July 18, 2002, between LGL Holland B.V., Outokumpu Copper
Products Oy and Outokumpu Heatcraft B.V. (Ñled as Exhibit 10.8 to LII's Quarterly Report on
Form 10-Q for the quarterly period ended September 30, 2002 and incorporated herein by
reference).
10.18 Ì Shared Services Agreement dated August 30, 2002, between LII, Outokumpu Heatcraft USA LLC
and Outokumpu Heatcraft B.V. (Ñled as Exhibit 10.9 to LII's Quarterly Report on Form 10-Q for
the quarterly period ended September 30, 2002 and incorporated herein by reference).
10.19 Ì Joint Technology Development Agreement, dated August 30, 2002, between LII, Outokumpu Oyj,
Outokumpu Heatcraft USA LLC, Outokumpu Heatcraft B.V. and Advanced Heat Transfer LLC
(Ñled as Exhibit 10.10 to LII's Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 2002 and incorporated herein by reference).
10.20*Ì 1998 Incentive Plan of Lennox International Inc. (Ñled as Exhibit 10.8 to LII's Registration
Statement on Form S-1 (Registration No. 333-75725) Ñled April 16, 1999 and incorporated herein
by reference).
10.21*Ì Amendment, dated as of December 15, 2000, to 1998 Incentive Plan of Lennox International Inc.
(Ñled as Exhibit 10.18 to LII's Annual Report on Form 10-K for the Ñscal year ended December 31,
2000 and incorporated herein by reference).
10.22*Ì Amendment dated May 17, 2002, to 1998 Incentive Plan of Lennox International Inc. (Ñled as
Exhibit 10.19 to LII's Annual Report on Form 10-K for the Ñscal year ended December 31, 2002
and incorporated herein by reference).
10.23*Ì Lennox International Inc. ProÑt Sharing Restoration Plan (Ñled as Exhibit 10.9 to LII's Registra-
tion Statement on Form S-1 (Registration No. 333-75725) Ñled April 16, 1999 and incorporated
herein by reference).
10.24*Ì Lennox International Inc. Supplemental Executive Retirement Plan (Ñled as Exhibit 10.10 to LII's
Registration Statement on Form S-1 (Registration No. 333-75725) Ñled April 16, 1999 and
incorporated herein by reference).
10.25*Ì Lennox International Inc. Non-employee Directors' Compensation and Deferral Plan (Ñled as
Exhibit 10.22 to LII's Annual Report on Form 10-K for the Ñscal year ended December 31, 2002
and incorporated herein by reference).
10.26*Ì Amendment dated May 17, 2002, to Lennox International Inc. Non-employee Directors' Compen-
sation and Deferral Plan (Ñled as Exhibit 10.23 to LII's Annual Report on Form 10-K for the Ñscal
year ended December 31, 2002 and incorporated herein by reference).
10.27*Ì Form of IndemniÑcation Agreement entered into between LII and certain executive oÇcers and
directors (Ñled as Exhibit 10.15 to LII's Registration Statement on Form S-1 (Registration
No. 333-75725) Ñled April 16, 1999 and incorporated herein by reference).
10.28*Ì Form of revised Employment Agreement entered into between LII and certain executive oÇcers
(Ñled as Exhibit 10.1 to LII's Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 2000 and incorporated herein by reference).
10.29*Ì Form of Amended and Restated Change of Control Employment Agreement entered into between
LII and certain executive oÇcers (Ñled as Exhibit 10.2 to LII's Quarterly Report on Form 10-Q for
the quarterly period ended September 30, 2000 and incorporated herein by reference).
12.1 Ì Computation of Ratio of Earnings to Fixed Charges (Ñled herewith).
21.1 Ì Subsidiaries of LII (Ñled herewith).
23.1 Ì Consent of KPMG LLP (Ñled herewith).
31.1 Ì CertiÑcation of the principal executive oÇcer (Ñled herewith).
31.2 Ì CertiÑcation of the principal Ñnancial oÇcer (Ñled herewith).
32.1 Ì CertiÑcation of the principal executive oÇcer and the principal Ñnancial oÇcer of the Company
pursuant to 18 U.S.C. Section 1350 (Ñled herewith).
* Management contracts and compensatory plans and arrangements required to be Ñled as exhibits to this
Form 10-K pursuant to Item 14(c).
78
Corporate Information
Annual Meeting
Our annual shareholders meeting will
be held on April 15, 2005 at 9:00 a.m.
local time. Any shareholder with proper
identification may attend. The meeting
will be held at:
University of Texas at Dallas
School of Management
Southeast corner of
Drive A and University Parkway
Richardson, TX 75083
Investor Inquiries
Investors and financial analysts inter-
ested in obtaining information about
Lennox International should contact:
Bill Moltner
Vice President, Investor Relations
Phone: 972-497-6670
e-mail: investor@lennoxintl.com
Stock Exchange
Lennox International’s trading symbol
is LII. The common stock of LII has
traded on the New York Stock
Exchange since July 29, 1999.
SEC Filings
A copy of the Lennox International
Inc. Annual Report (Form 10-K) and
other reports filed with the Securities
and Exchange Commission for 2004
are available through our corporate
website or will be furnished, without
charge, on written request to:
Lennox International Investor Relations
P.O. Box 799900
Dallas, TX 75379-9900
Transfer Agent and Registrar
Mellon Investor Services is Lennox
International’s Transfer Agent. All
inquiries should be directed to:
Lennox International Inc.
c/o Mellon Investor Services
P.O. Box 3315
South Hackensack, NJ
07606-1915
LII stockholders can access their
account for automated information
24 hours a day, 7 days a week by
dialing 1-800-797-5603.
Independent Auditors
KPMG LLP
Dallas, TX
Dividend Information
In recent years, Lennox International
has declared dividends four times
a year. The amount and timing of
dividend payments are determined
by our board of directors.
Forward-Looking Statements
This annual report contains forward-
looking statements within the mean-
ing of the Private Securities Litigation
Reform Act of 1995. These statements
are subject to numerous risks and
uncertainties that could cause actual
results to differ materially from such
statements. For information concerning
these risks and uncertainties, see
Lennox International’s publicly avail-
able filings with the Securities and
Exchange Commission. LII disclaims
any intention or obligation to update
or revise any forward-looking state-
ments, whether as a result of new
information, future events or otherwise.
Corporate Headquarters
Lennox International Inc.
2140 Lake Park Blvd.
Richardson, TX 75080
972-497-5000
For more information on
Lennox International and
our subsidiaries, visit us at
www.lennoxinternational.com.
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2004 annual report
who we are
focus
on
Lennox International (LII),
through our subsidiaries, is a
leading provider of climate
control solutions for the
heating, air conditioning, and
refrigeration markets around
the world. We have built our
business on a heritage of
integrity and innovation dating
back to 1895. The 15,000
employees who make up our
company are dedicated to
providing trusted brands,
innovative products,
unsurpassed quality, and
responsive service.
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our subsidiaries, visit us at
Lennox International and
For more information on
972-497-5000
Richardson, TX 75080
2140 Lake Park Blvd.
Lennox International Inc.
Corporate Headquarters
2140 Lake Park Blvd.
Richardson, TX 75080
www.lennoxinternational.com
information, future events or otherwise.
ments, whether as a result of new
or revise any forward-looking state-
any intention or obligation to update
Exchange Commission. LII disclaims
able filings with the Securities and
Lennox International’s publicly avail-
these risks and uncertainties, see
statements. For information concerning
results to differ materially from such
uncertainties that could cause actual
are subject to numerous risks and
Reform Act of 1995. These statements
ing of the Private Securities Litigation
looking statements within the mean-
This annual report contains forward-
Forward-Looking Statements
by our board of directors.
dividend payments are determined
a year. The amount and timing of
has declared dividends four times
In recent years, Lennox International
Dividend Information
Dallas, TX
KPMG LLP
Independent Auditors
dialing 1-800-797-5603.
24 hours a day, 7 days a week by
account for automated information
LII stockholders can access their
07606-1915
South Hackensack, NJ
P.O. Box 3315
c/o Mellon Investor Services
Lennox International Inc.
inquiries should be directed to:
International’s Transfer Agent. All
Mellon Investor Services is Lennox
Transfer Agent and Registrar
Dallas, TX 75379-9900
P.O. Box 799900
Lennox International Investor Relations
charge, on written request to:
website or will be furnished, without
are available through our corporate
and Exchange Commission for 2004
other reports filed with the Securities
Inc. Annual Report (Form 10-K) and
A copy of the Lennox International
SEC Filings
Exchange since July 29, 1999.
traded on the New York Stock
is LII. The common stock of LII has
Lennox International’s trading symbol
Stock Exchange
e-mail: investor@lennoxintl.com
Phone: 972-497-6670
Vice President, Investor Relations
Bill Moltner
Lennox International should contact:
ested in obtaining information about
Investors and financial analysts inter-
Investor Inquiries
Richardson, TX 75083
Drive A and University Parkway
Southeast corner of
School of Management
University of Texas at Dallas
will be held at:
identification may attend. The meeting
local time. Any shareholder with proper
be held on April 15, 2005 at 9:00 a.m.
Our annual shareholders meeting will
Annual Meeting
Corporate Information