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Cover and table of contents

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 fiscal year ended December 31, 2019

OR

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____to ______

Commission File Number 001-15149

LENNOX INTERNATIONAL INC.

(Exact name of Registrant as specified in its charter)

Delaware42-0991521
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification Number)

2140 Lake Park Blvd**.** Richardson**,** Texas 75080

(Address of principal executive offices, 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 classTrading Symbol(s)Name of each exchange on which registered
Common stock, $0.01 par value per shareLIINew York Stock Exchange

Securities Registered Pursuant to Section 12(g) of the Act: None

Indicate by checkmark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [X] No [ ]

Indicate by checkmark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes [ ] No [X]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer[X]Accelerated Filer[ ]
Non-Accelerated Filer[ ]Smaller Reporting Company☐
Emerging Growth Company☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes ☐ No x

As of June 30, 2019, the aggregate market value of the common stock held by non-affiliates of the registrant was approximately $11 billion based on the closing price of the registrant’s common stock on the New York Stock Exchange. As of February 7, 2020, there were 38,598,884 shares of the registrant’s common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s 2019 Definitive Proxy Statement to be filed with the Securities and Exchange Commission in connection with the registrant’s 2019 Annual Meeting of Stockholders to be held on May 21, 2020 are incorporated by reference into Part III of this report.

LENNOX INTERNATIONAL INC.

FORM 10-K

For the Fiscal Year Ended December 31, 2019

INDEX

Page
PART I
ITEM 1.Business1
ITEM 1A.Risk Factors8
ITEM 1B.Unresolved Staff Comments12
ITEM 2.Properties13
ITEM 3.Legal Proceedings13
ITEM 4.Mine Safety Disclosures14
PART II
ITEM 5.Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities14
ITEM 6.Selected Financial Data15
ITEM 7.Management's Discussion and Analysis of Financial Condition and Results of Operations16
ITEM 7A.Quantitative and Qualitative Disclosures about Market Risk29
ITEM 8.Financial Statements and Supplementary Data30
ITEM 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure87
ITEM 9A.Controls and Procedures87
ITEM 9B.Other Information87
PART III
ITEM 10.Directors, Executive Officers and Corporate Governance87
ITEM 11.Executive Compensation87
ITEM 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters88
ITEM 13.Certain Relationships and Related Transactions, and Director Independence88
ITEM 14.Principal Accounting Fees and Services88
PART IV
ITEM 15.Exhibits and Financial Statement Schedules88
ITEM 16.Form 10-K Summary92
SIGNATURES93
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES95

PART I

Next: Item 1. Business