Lennox International (LII) 10-K risk factor changes: FY2022 vs FY2021

The most significant competitive factors we face are product reliability, product performance, reputation of our company and brands, service and price and global supply chain [removed: constraints resulting from the ongoing COVID-19 pandemic,] [added: constraints,] with the relative importance of these factors varying among our product lines.

Any significant interruptions in production at one or more of our facilities, or at a facility of one of our key suppliers, could negatively impact our ability to deliver our products to our [removed: customers.][added: customers, especially as we continue to experience disruptions in supply.]

Our intellectual property rights could be challenged, invalidated, infringed, circumvented, or be insufficient to permit us to take advantage of current market trends or to otherwise provide competitive [removed: advantages.]

In addition, as of December 31, [removed: 2021,] [added: 2022,] approximately [removed: 24%] [added: 23%] of our workforce, including international locations, was unionized.

[removed: We generally] concentrate purchases for a given raw material or component with a small number of suppliers.

Further, our customers and the markets we serve may impose emissions or other environmental standards through LRPs or consumer preferences that may [added: require additional time, capital investment, or technological advancement.]

These changes include renegotiating and terminating certain existing bilateral or multi-lateral trade agreements, such as the [removed: North American Free Trade] [added: U.S.-Mexico-Canada] Agreement, and initiating tariffs on certain foreign goods from a variety of countries and regions, most notably China.

For some of our [removed: HVAC] [added: HVACR] products, we provide warranty terms ranging from one to 20 years to customers for certain components such as compressors or heat exchangers.

Since 2020, the spread of COVID-19 and the developments surrounding the global pandemic [added: have] disrupted our business operations and affected our results [added: of operations.]

In [removed: 2021,] [added: 2022,] the COVID-19 pandemic continued to create supply chain disruptions and higher employee absenteeism in our factories and distribution locations.

[removed: While we are experiencing positive results despite the COVID-19 pandemic, there] [added: There] remains uncertainty regarding how COVID-19 will impact [added: the economy and] our results in the future.

[removed: Future disruptions] [added: Disruptions] in U.S. or global financial and credit markets or increases in the costs of capital might have an adverse impact on our business.

The tightening, unavailability or increased [removed: costs] [added: cost] of credit adversely affects the ability of our customers to obtain financing for significant purchases and operations, [removed: which could result] [added: resulting] in a decrease in sales of our products and services and may impact the ability of our customers to make payments to us.

Similarly, tightening of [added: available] credit may adversely affect our supplier base and increase the potential for one or more of our suppliers to experience financial distress or bankruptcy.

A deterioration in our financial performance could also limit our future ability to access amounts currently available under our [removed: domestic credit facility.][added: Credit Agreement.]

We earn revenue, pay expenses, own assets, and incur liabilities in countries using currencies other than the U.S. [removed: dollar.][added: dollar including the Canadian dollar, the Mexican peso, and the Euro.]

Our international sales and operations are also sensitive to [added: changes in foreign national priorities, including government budgets, as well as to geopolitical and economic instability.]

Net sales outside of the United States comprised approximately [removed: 13%] [added: 11%] of our total net sales in [removed: 2021.][added: 2022.]

[removed: Any breach of data security could result in a disruption of our services or improper disclosure of personal data or confidential information, which could] harm our reputation, require us to expend resources to remedy such a security breach or defend against further attacks or subject us to liability under laws that protect personal data, resulting in increased operating costs or loss of revenue.

As of December 31, [removed: 2021,] [added: 2022,] we had goodwill of [removed: $186.6] [added: $186.3] million on our Consolidated Balance Sheet.

advantages.

We generally

Any breach of data security could result in a disruption of our services or improper disclosure of personal data or confidential information, which could

We experienced such an event in July 2018, when our manufacturing facility in Marshalltown, Iowa was severely damaged by a tornado, and we continue to experience disruptions in supply due to COVID-19.

require additional time, capital investment, or technological advancement.

A novel strain of coronavirus or, COVID-19, surfaced in late 2019 and has spread around the world.

of operations.

As the COVID-19 pandemic continues, health concern risks remain.

In 2021, various forms of a vaccine for COVID-19 were approved and began to be distributed.

However, the large scale and challenging logistics of distributing the vaccines, as well as uncertainty over the efficacy of the vaccines against new variants of the virus, may impact the economy as well as our operations in the future.

The effects of the COVID-19 pandemic may continue for a significant period of time and may adversely affect our business, results of operations and financial condition even after the COVID-19 pandemic has subsided.

changes in foreign national priorities, including government budgets, as well as to geopolitical and economic instability.

A novel strain of coronavirus (“COVID-19”) has surfaced and spread around the [removed: world, including to the United States.][added: world.]

The COVID-19 pandemic is creating supply chain disruptions and higher employee absenteeism in our factories and distribution [removed: locations.][added: locations since 2020.]

It also remains unclear how various national, state, and local governments will react if [removed: the distribution of vaccines is slower than expected or] new variants of the virus [removed: become more dominant.][added: spread.]

If the [removed: COVID-19] pandemic worsens or [removed: the pandemic] continues longer than presently expected, [removed: COVID 19] [added: COVID-19] could impact our results of operations, financial position and cash flows.

- Operating income in [removed: 2021] [added: 2022] was [removed: $590] [added: $656] million compared to [removed: $479] [added: $590] million in [removed: 2020.][added: 2021.]

- Net income in [removed: 2021] [added: 2022] increased to [removed: $464] [added: $497] million from [removed: $356] [added: $464] million in [removed: 2020.][added: 2021.]

- Diluted earnings per share from continuing operations were [removed: $12.39] [added: $13.88] per share in [removed: 2021] [added: 2022] compared to [removed: $9.26] [added: $12.39] per share in [removed: 2020.][added: 2021.]

- We generated [removed: $516] [added: $302] million of cash flow from operating activities in [removed: 2021] [added: 2022] compared to [removed: $612] [added: $516] million in [removed: 2020.][added: 2021.]

- In [removed: 2021,] [added: 2022,] we returned [removed: $127] [added: $142] million to shareholders through dividend payments and we used [removed: $600] [added: $300] million to purchase [removed: 1.9] [added: 1.3] million shares of stock under our Share Repurchase Plans.

The Residential Heating & Cooling segment performed well in [removed: 2021,] [added: 2022,] with [removed: an 18%] [added: a 15%] increase in net sales and a [removed: $112] [added: $57] million increase in segment profit compared to [removed: 2020] [added: 2021] primarily due to higher [added: price and] sales volumes.

Our Commercial Heating & Cooling segment saw an increase in net sales of [removed: 8%] [added: 4%] and a [removed: $26] [added: $30] million decrease in segment profit compared to [removed: 2020] [added: 2021] primarily [removed: due to increased combined price and sales mix and increased product costs, respectively.]

Sales in our Refrigeration segment increased [removed: 17%] [added: 12%] and segment profit increased [removed: $16] [added: $30] million compared to [removed: 2020] [added: 2021] primarily due to higher [added: price and] sales volumes.

| | | | [removed: 2021] [added: 2022] | | | | | | | | | | | | [removed: 2020] [added: 2021] | | | | | | | | | | | | [removed: 2019] [added: 2020] | | | | | | | | |

| Net sales | | | $ | [removed: 4,194.1] [added: 4,718.4] | | | | | 100.0 | | % | | | | $ | [removed: 3,634.1] [added: 4,194.1] | | | | | 100.0 | | % | | | | $ | [removed: 3,807.2] [added: 3,634.1] | | | | | 100.0 | | % |

| Cost of goods sold | | | [removed: 3,005.7] [added: 3,433.7] | | | | | | [removed: 71.7] [added: 72.8] | | % | | | | [removed: 2,594.0] [added: 3,005.7] | | | | | | [removed: 71.4] [added: 71.7] | | % | | | | [removed: 2,727.4] [added: 2,594.0] | | | | | | [removed: 71.6] [added: 71.4] | | % |

| Gross profit | | | [removed: 1,188.4] [added: 1,284.7] | | | | | | [removed: 28.3] [added: 27.2] | | % | | | | [removed: 1,040.1] [added: 1,188.4] | | | | | | [removed: 28.6] [added: 28.3] | | % | | | | [removed: 1,079.8] [added: 1,040.1] | | | | | | [removed: 28.4] [added: 28.6] | | % |

| Selling, general and administrative expenses | | | [removed: 598.9] [added: 627.2] | | | | | | [removed: 14.3] [added: 13.3] | | % | | | | [removed: 555.9] [added: 598.9] | | | | | | [removed: 15.3] [added: 14.3] | | % | | | | [removed: 585.9] [added: 555.9] | | | | | | [removed: 15.4] [added: 15.3] | | % |

| Losses (gains) and other expenses, net | | | [removed: 9.2 | | | | |] [added: $] | [removed: 0.2] [added: 9.2] | | [removed: %] | | | [added: $] | 7.4 | | [removed: | | | | 0.2 | | % | | | | 8.3 | | | | | | 0.2 | | % |]

| Restructuring charges | | | [removed: 1.8] [added: 1.5] | | | | | | — | | % | | | | [removed: 10.8] [added: 1.8] | | | | | | [removed: 0.3] [added: —] | | % | | | | [removed: 10.3] [added: 10.8] | | | | | | 0.3 | | % |

| [removed: (Gain) loss] [added: Loss] from natural disasters, net of insurance recoveries | | | — | | | | | | — | | % | | | | [removed: 3.1] [added: —] | | | | | | [removed: 0.1] [added: —] | | % | | | | [removed: (178.8)] [added: 3.1] | | | | | | [removed: (4.7)] [added: 0.1] | | % |

| Income from equity method investments | | | [removed: (11.8)] [added: (5.1)] | | | | | | [removed: (0.3)] [added: (0.1)] | | % | | | | [removed: (15.6)] [added: (11.8)] | | | | | | [removed: (0.4)] [added: (0.3)] | | % | | | | [removed: (13.4)] [added: (15.6)] | | | | | | (0.4) | | % |

| Operating income | | | $ | [removed: 590.3] [added: 656.2] | | | | | [removed: 14.1] [added: 13.9] | | % | | | | $ | [removed: 478.5] [added: 590.3] | | | | | [removed: 13.2] [added: 14.1] | | % | | | | $ | [removed: 656.9] [added: 478.5] | | | | | [removed: 17.3] [added: 13.2] | | % |

| Loss from discontinued operations | | | — | | | | | | — | | % | | | | [removed: (0.8)] [added: —] | | | | | | — | | % | | | | [removed: (0.1)] [added: (0.8)] | | | | | | — | | % |

| Net income | | | $ | [removed: 464.0] [added: 497.1] | | | | | [removed: 11.1] [added: 10.5] | | % | | | | $ | [removed: 356.3] [added: 464.0] | | | | | [removed: 9.8] [added: 11.1] | | % | | | | $ | [removed: 408.7] [added: 356.3] | | | | | [removed: 10.7] [added: 9.8] | | % |

The [removed: increase] [added: increases] in [removed: volume and] [added: volume,] price and mix [removed: was] [added: were] due to strong demand across all three of our business segments.

| [removed: Gain] [added: Loss (gain)] on disposal of fixed assets | | | [removed: (0.2)] [added: (1.0)] | | | | | | (0.2) | | |

| [removed: Losses] [added: (Gains) losses] and other expenses, net (pre-tax) | | | $ | [removed: 9.2] [added: 4.9] | | | | | $ | [removed: 7.4] [added: 9.2] | |

For more information on our derivatives, see Note [removed: 10] [added: 9] in the Notes to the Consolidated Financial Statements.

For more information on our restructuring activities, see Note [removed: 8] [added: 7] in the Notes to the Consolidated Financial Statements.

Refer to Note [removed: 10] [added: 9] in the Notes to the Consolidated Financial Statements for more information on goodwill.

We did not have any impairments of assets [removed: related to continuing operations] in 2021 or 2020.

Refer to Note [removed: 11] [added: 10] in the Notes to the Consolidated Financial Statements for more information on pensions and employee benefit plans.

Refer to Note [removed: 13] [added: 12] in the Notes to the Consolidated Financial Statements for more information on income taxes.

Partially offsetting these increases [removed: were $59 million] [added: was 1%] from [added: unfavorable foreign currency.]

[added: Partially offsetting these increases were $59 million from] commodity costs, $20 million from higher warranty and other product costs, $14 million from higher SG&A, $5 million from unfavorable product mix, and $5 million from lower income from equity method investments.

Year Ended December 31, [removed: 2020] [added: 2022] Compared to Year Ended December 31, [removed: 2019] [added: 2021] - Consolidated Results

Gross profit margins for [removed: 2020 increased 20] [added: 2022 declined 110] basis points (“bps”) to [removed: 28.6%] [added: 27.2%] compared to [removed: 28.4%] [added: 28.3%] in [removed: 2019.][added: 2021.]

[removed: These] [added: Partially offsetting these decreases] were [removed: partially offset by 120 bps from unfavorable combined price and mix, 30 bps] [added: $61 million] from higher [added: price, $24 million from favorable] product [removed: warranties,] [added: mix,] and [removed: 10 bps] [added: $2 million] from [removed: other] [added: lower] product [added: warranty] costs.

As a percentage of net sales, SG&A expenses decreased [removed: 10] [added: 100] bps from [removed: 15.4%] [added: 14.3%] to [removed: 15.3%] [added: 13.3%] in the same periods primarily due to lower discretionary expenditures.

Losses (gains) and other expenses, net for [removed: 2020] [added: 2022] and [removed: 2019] [added: 2021] included the following (in millions):

*Executive Leadership Transition*

On March 23, 2022, the Board of Directors appointed Alok Maskara as Chief Executive Officer (“CEO”) effective May 9, 2022.

Mr. Maskara succeeded Todd Bluedorn, who announced in July 2021 his plans to step down by mid-2022 as Chairman and CEO.

Todd J.

Teske was appointed Chairman of the Board and served as interim CEO until Mr. Maskara assumed the role on May 9, 2022.

- Net sales increased $524 million, or 13%, to $4,718 million in 2022 from $4,194 million in 2021.

due to increased product costs.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

Net sales increased 13% in 2022 compared to 2021, driven by higher price of 10%, product mix of 2%, and 2% higher sales volume.

Partially offsetting these increases was 1% due to unfavorable foreign currency.

Gross profit margin decreased 240 bps from higher commodity costs, 170 bps from higher component costs, 140 bps from other product costs including LIFO, 90 bps from factory inefficiencies, 80 bps from higher freight and distribution costs, and 60 bps from product mix.

Partially offsetting these margin decreases were 650 bps from favorable price and 20 bps from lower product warranty costs.

SG&A expenses increased by $28 million in 2022 compared to 2021.

| | | | 2022 | | | | | | 2021 | | |

| Environmental liabilities and special litigation charges | | | 7.5 | | | | | | 9.6 | | |

| | | | | | | | | | | | |

| Charges incurred related to COVID-19 pandemic | | | 0.8 | | | | | | 2.2 | | |

Environmental liabilities and special legal contingency charges in 2022 relate to estimated remediation costs at some of our facilities and outstanding legal settlements including asbestos.

Restructuring charges were $1.5 million in 2022 compared to $1.8 million in 2021.

Charges in 2022 were related to ongoing cost reduction actions taken in prior years.

The decrease is due to lower operating results at the investees due to higher material costs.

| | | | 2022 | | | | | | 2021 | | | | | | Difference | | | | | | % Change | | |

| Net sales | | | $ | 3,198.3 | | | | | $ | 2,775.6 | | | | | $ | 422.7 | | | | | 15% | | |

| Profit | | | $ | 596.9 | | | | | $ | 540.3 | | | | | $ | 56.6 | | | | | 10% | | |

| % of net sales | | | 18.7 | | % | | | | 19.5 | | % | | | | | | | | | | | | |

Residential Heating & Cooling net sales increased 15% in 2022 compared to 2021 due to an increase in price of 11%, an increase in sales volume of 4%, and 1% from product mix.

Segment profit in 2022 increased $57 million compared to 2021 due to $297 million from higher price, $33 million from higher sales volume, and $9 million from lower product warranty costs.

Partially offsetting these increases were $85 million from higher commodity costs, $49 million from higher component costs, $47 million higher other product costs including LIFO, unfavorable product mix of $34 million, $33 million from higher freight and distribution charges, $20 million from higher SG&A costs, $7 million from factory inefficiencies, $5 million from unfavorable foreign currency, and $2 million from miscellaneous other items.

| | | | 2022 | | | | | | 2021 | | | | | | Difference | | | | | | % Change | | |

| Net sales | | | $ | 900.7 | | | | | $ | 864.8 | | | | | $ | 35.9 | | | | | 4 | | % |

| Profit | | | $ | 80.9 | | | | | $ | 110.9 | | | | | $ | (30.0) | | | | | (27) | | % |

| % of net sales | | | 9.0 | | % | | | | 12.8 | | % | | | | | | | | | | | | |

Commercial Heating & Cooling net sales increased 4% in 2022 compared to 2021 due to an increase in price of 7% and 7% from product mix.

Partially offsetting these increases were lower sales volume of 9% and unfavorable foreign currency of 1%.

Segment profit in 2022 decreased $30 million compared to 2021 due to $28 million from factory inefficiencies, $25 million from lower sales volume, $21 million from higher component costs, $20 million from higher other product costs including LIFO, $13 million from higher commodity costs, $8 million from higher SG&A costs, and $2 million from higher freight and distribution charges.

| | | | 2022 | | | | | | 2021 | | | | | | Difference | | | | | | % Change | | |

| Net sales | | | $ | 619.4 | | | | | $ | 553.7 | | | | | $ | 65.7 | | | | | 12 | | % |

| Profit | | | $ | 78.8 | | | | | $ | 49.1 | | | | | $ | 29.7 | | | | | 60 | | % |

| % of net sales | | | 12.7 | | % | | | | 8.9 | | % | | | | | | | | | | | | |

Net sales increased 12% in 2022 compared to 2021 due to a 13% increase in price, 3% increase in sales volume, and 1% from product mix.

In March 2020, the World Health Organization declared COVID-19 a pandemic.

Currently the COVID-19 pandemic has disrupted

our business operations and caused a significant unfavorable impact on our results of operations in 2020.

As the COVID-19 pandemic continues, health concern risks remain.

- Net sales increased $560 million, or 15%, to $4,194 million in 2021 from $3,634 million in 2020.

| Loss (gain), net on sale of businesses and related property | | | — | | | | | | — | | % | | | | — | | | | | | — | | % | | | | 10.6 | | | | | | 0.3 | | % |

| Special legal contingency charges | | | 1.3 | | | | | | 1.1 | | |

| Asbestos-related litigation | | | 5.4 | | | | | | 5.6 | | |

| Environmental liabilities | | | 2.9 | | | | | | (1.4) | | |

The asbestos-related litigation relates to known and estimated future asbestos matters.

The environmental liabilities relate to estimated remediation costs for contamination at some of our facilities.

The charges in 2020 related primarily to several cost reduction actions taken in response to the economic impact of the COVID-19 pandemic on our business.

These actions consisted of employee terminations for positions that were no longer needed to support the business, selective facility closures, and cancellations of certain sales and marketing activities.

*Loss from Discontinued Operations*

Losses from discontinued operations were immaterial in 2021 and 2020 and relate to changes in retained product liabilities and general liabilities for the Service Experts business sold in 2013 and the Hearth business sold in 2012.

Net sales decreased 5% in 2020 compared to 2019, driven by lower sales volumes of 5% and a 1% decline related to the sale of our Kysor Warren business in the first quarter of 2019, partially offset by improved combined price and mix of 1%.

The decrease in sales volume was primarily due to the impact of the COVID-19 pandemic on our Commercial and Refrigeration segments.

We saw margin increases of 90 bps from engineering and sourcing led cost reductions, 70 bps from lower commodity costs, and 20 bps from lower freight and distribution costs.

SG&A expenses decreased by $30 million in 2020 compared to 2019.

| | | | 2020 | | | | | | 2019 | | |

| Special legal contingency charges | | | 1.1 | | | | | | 1.2 | | |

| Asbestos charges | | | 5.6 | | | | | | 3.1 | | |

| Environmental liabilities | | | (1.4) | | | | | | 5.7 | | |

| Losses from pandemic | | | 8.3 | | | | | | — | | |

The special legal contingency charges in 2020 relate to outstanding legal settlements.

Restructuring charges were $10.8 million in 2020 compared to $10.3 million in 2019.

In the second and fourth quarters of 2019, we entered into agreements to purchase group annuity contracts and transfer certain pension assets and related pension benefit obligations to Pacific Life Insurance Company.

We recognized $99.2 million of pension settlement charges related to these transactions.

The increase is due to improved operating performance at the joint ventures.

Losses from discontinued operations were $1 million in 2020 which primarily relate to changes in retained product liabilities and general liabilities for the Service Experts business sold in 2013 and the Hearth business sold in 2012.

| | | | 2020 | | | | | | 2019 | | | | | | Difference | | | | | | % Change | | |

| Net sales | | | $ | 2,361.5 | | | | | $ | 2,291.1 | | | | | $ | 70.4 | | | | | 3% | | |

| Profit | | | $ | 428.5 | | | | | $ | 464.6 | | | | | $ | (36.1) | | | | | (8)% | | |

| % of net sales | | | 18.1 | | % | | | | 20.3 | | % | | | | | | | | | | | | |

Residential Heating & Cooling net sales increased 3% in 2020 compared to 2019.

Sales volume increased 2% and price and mix combined increased 1%.

Segment profit in 2020 declined $36 million compared to 2019 due to $99 million of non-recurring insurance proceeds for lost profits related to the Marshalltown tornado, $10 million of higher warranty and other product costs, $5 million of higher tariffs, $3 million of combined price and mix, and $1 million of factory inefficiency.

Partially offsetting these declines were $25 million of lower SG&A, $25 million of engineering and sourcing led cost reductions, $17 million from lower commodity costs, $8 million of lower freight and distribution expense, $5 million of higher sales volume, and $2 million of higher income from equity method investments.

| Net sales | | | $ | 800.9 | | | | | $ | 947.4 | | | | | $ | (146.5) | | | | | (15) | | % |

| Profit | | | $ | 136.9 | | | | | $ | 165.4 | | | | | $ | (28.5) | | | | | (17) | | % |

Shown in the table below are our three business segments, the key products, services and well-known product and brand names within each segment and net sales in [removed: 2021] [added: 2022] by segment.

Segment financial data for [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019,] [added: 2020,] including financial information about foreign and domestic operations, is included in Note 3 of the Notes to our Consolidated Financial Statements in “Item 8.

| Segment | | | | | | Products & Services | | | | | | Product and Brand Names | | | | | | [removed: 2021] [added: 2022] Net Sales (in millions) | | |

| Residential Heating & Cooling | | | | | | Furnaces, air conditioners, heat pumps, packaged heating and cooling systems, indoor air quality equipment, comfort control products, replacement parts and supplies | | | | | | Lennox, Dave Lennox Signature Collection, Armstrong Air, Ducane, AirEase, Concord, MagicPak, ADP Advanced Distributor Products, Allied, Elite Series, Merit Series, Comfort Sync, Healthy Climate, Healthy Climate Solutions, iComfort ComfortSense and Lennox Stores | | | | | | $ | [removed: 2,775.6] [added: 3,198.3] | |

| Commercial Heating & Cooling | | | | | | Unitary heating and air conditioning equipment, applied systems, controls, installation and service of commercial heating and cooling equipment, variable refrigerant flow commercial products | | | | | | Lennox, Model L, CORE, Energence, Prodigy, Strategos, Landmark, Raider, Lennox VRF, Lennox National Account Services, Allied Commercial, MagicPak | | | | | | [removed: 864.8] [added: 900.7] | | |

| Refrigeration | | | | | | Condensing units, unit coolers, fluid coolers, air cooled condensers, air handlers, process chillers, controls, compressorized racks. | | | | | | Heatcraft Worldwide Refrigeration, Lennox (Europe HVAC), Bohn, MAGNA, Larkin, Climate Control, Chandler Refrigeration, Friga-Bohn, HK Refrigeration, Hyfra, IntelliGen and Interlink | | | | | | [removed: 553.7] [added: 619.4] | | |

We continue to invest in our network of [removed: 231] [added: 245] Lennox Stores across the United States and Canada.

These stores provide an easy access solution for contractors and independent dealers to obtain universal service and replacement parts, supplies, convenience items, [added: tools, Lennox equipment and OEM parts.]

In North America, we manufacture and sell unitary heating and cooling equipment used in light commercial applications, such as low-rise office buildings, restaurants, retail centers, [added: distribution,] churches and schools.

In 2021, we launched the Lennox Model L rooftop unit featuring the [removed: powerful] [added: industry leading] CORE control system and advanced variable-speed technology to maximize rebates and energy savings.

We believe the success of our products is attributable to their efficiency, [added: impact to the environment,] design flexibility, total cost of ownership, [removed: low life-cycle cost,] ease of [removed: service] [added: service,] and advanced control technology.

In addition, we own a 50% [removed: common stock] interest in a joint venture in Mexico that produces unit coolers, air-cooled condensers, condensing units, compressors and compressorized racks of the same design and quality as those manufactured by our U.S. business.

This joint venture product line is complemented with imports from the U.S., which are sold through the joint [removed: venture’s distribution network.]

*Innovative Product and System Solutions.* In all of our markets, we are building on our heritage of innovation by developing [removed: residential, commercial] [added: residential] and [removed: refrigeration] [added: commercial] products that give families and business owners more precise control over more aspects of their indoor environments, while significantly lowering their energy costs.

*Manufacturing and Sourcing Excellence.* We maintain our commitment to manufacturing and sourcing excellence by maximizing factory efficiencies and leveraging our [added: engineering capabilities,] purchasing power and sourcing initiatives to expand the use of lower-cost [added: materials and] components that meet our high-quality [removed: requirements.][added: standards.]

*Distribution Excellence.* By investing resources in expanding our distribution [removed: network,] [added: network and capabilities,] we are making products available to our customers in a timely, cost-efficient manner.

We also sell our products [removed: directly to customers] through our Lennox Stores.

The most significant competitive factors we face are [removed: product] [added: availability,] reliability, [added: energy efficiency,] product performance, service and price, with the relative importance of these factors varying among [removed: our businesses.][added: customer applications.]

[removed: Lennox’s] [added: Our] success, in large part, relies on the character of our people.

That character is reflected in [removed: Lennox’s] [added: our] core values of integrity, respect and excellence.

As of December 31, [removed: 2021,] [added: 2022,] we employed approximately [removed: 11,000] [added: 13,200] people.

Of these employees, approximately [removed: 4,800] [added: 5,100] were salaried and [removed: 6,200] [added: 8,100] were hourly.

Approximately [removed: 2,500] [added: 3,000] of our employees, including international locations, are represented by unions.

We believe we have good relationships with our employees and with the unions representing [removed: our employees.][added: them.]

On November 1, 2021, our Marshalltown, Iowa-based union ratified a five-year labor [removed: agreement that was immediately effective.][added: agreement.]

Despite these efforts, we have experienced, and could continue to experience, higher employee absenteeism, particularly in manufacturing and distribution [removed: locations, as a result of COVID-19-related concerns and other related factors.][added: locations.]

Environmental laws affect or could affect our [removed: domestic] operations.

*Energy Efficiency.* The U.S. Department of Energy has numerous active energy conservation rulemakings that impact [added: residential and commercial heating, air conditioning and refrigeration equipment.]

We are actively involved in U.S. Department of Energy [removed: and Congressional] activities related to energy efficiency.

Our executive officers, their present positions and their ages are as follows as of February [removed: 4, 2022:][added: 3, 2023:]

| Joseph W. Reitmeier | | | [removed: 57] [added: 58] | | | Executive Vice President, Chief Financial Officer | | |

[removed: | Douglas L. Young | | | 59 | | |] [added: Most recently he served as] Executive Vice President, President and Chief Operating [removed: Officer,] [added: Officer of LII’s] Residential Heating & Cooling [removed: | | |][added: segment in October 2006.]

| [removed: Gary S. Bedard] [added: John D. Torres] | | | [removed: 57] [added: 64] | | | Executive Vice President, [removed: President and] Chief [removed: Operating Officer, Worldwide Refrigeration] [added: Legal Officer and Secretary] | | |

| Prakash Bedapudi | | | [removed: 55] [added: 56] | | | Executive Vice President, Chief Technology Officer | | |

| Daniel M. Sessa | | | [removed: 57] [added: 58] | | | Executive Vice President, Chief Human Resources Officer | | |

| [removed: Elliot Zimmer] [added: Joe Nassab] | | | [removed: 45] [added: 55] | | | Executive Vice [removed: President,] President [removed: and Chief Operating Officer,] [added: & President LII] North America Commercial Heating & Cooling | | |

| Chris A. Kosel | | | [removed: 54] [added: 55] | | | Vice President, Chief Accounting Officer and Controller | | |

He had served as Vice President of Finance for the [removed: Company’s] [added: LII’s] Commercial Heating & Cooling segment since 2007 and as Director of Internal Audit from 2005 to 2007.

Prior to his career with [removed: the Company,] [added: LII,] Mr. Young was employed in the Appliances division of GE, where he held various management positions before serving as General Manager of Marketing for GE Appliance division’s retail group from 1997 to 1999 and as General Manager of Strategic Initiatives in 1999.

[removed: Since 2005,] [added: Prior to that,] Mr. Bedard served as Vice President and General Manager, LII Residential Heating [removed: and Cooling.][added: & Cooling for 12 years.]

| | | | | | | | | | | | | Total | | | | | | $ | 4,718.4 | |

In November 2022, we announced the decision to explore strategic alternatives for our European commercial HVAC and refrigeration businesses, which represent approximately 5% of our annual revenues.

We will continue to invest in our Heatcraft Worldwide Refrigeration business which will become part of the Commercial Heating & Cooling segment beginning in 2023 and the European portfolio will be presented with Corporate and Other beginning in 2023 until disposition.

As we will manage the businesses in this manner beginning in 2023, we will present the financial results of the revised segments beginning in 2023.

In late 2022, we introduced the Enlight rooftop unit which features a high efficiency heat pump line perfectly positioned to help our customers reach their environmental and sustainability goals.

venture’s distribution network.

Lennox offers a full spectrum of cooling, heating, indoor air quality and refrigeration products to meet the energy-efficient climate-control needs of residential and commercial customers across North America.

We are focused on expanding our market position primarily through organic growth while leveraging costs to drive margin expansion and higher profit.

The information on our website, including the ESG Report, is not a part of, or incorporated by reference into, this Annual Report on Form 10-K.

| Alok Maskara | | | 51 | | | Chief Executive Officer | | |

| Douglas L. Young | | | 60 | | | Executive Vice President | | |

| Gary S. Bedard | | | 58 | | | Executive Vice President & President LII Residential Heating & Cooling | | |

*Alok Maskara* joined Lennox International Inc. as Chief Executive Officer on May 9, 2022.

Most recently he served for five years as CEO of Luxfer Holdings PLC, an international industrial company focused on advanced materials.

Mr. Maskara also served for nearly a decade as president of several global business units at Pentair PLC, a leading provider of water treatment and sustainable applications.

Previously he held various leadership positions at General Electric Corporation and McKinsey & Company.

Mr. Maskara also serves on the board of Franklin Electric (Nasdaq: FELE) a company focused on global water and fluid solutions.

Mr. Maskara graduated with a bachelor of technology degree in chemical engineering from the Indian Institute of Technology in 1992 and a master’s degree in chemical engineering from the University of New Mexico in 1994.

In 2000, he earned an MBA from the Kellogg School of Management at Northwestern University.

Young* has served as an Executive Vice President since January 2023.

In November 2022, Mr. Young advised leadership that he intended to retire effective June 30, 2023.

Bedard* was appointed Executive Vice President & President of LII’s Residential Heating & Cooling business in January 2023.

Most recently, he served as Executive Vice President & President of LII's Worldwide Refrigeration business, a position he held since October 2017.

Mr. Bedard serves on the Board of Directors of the AHRI, the trade association for the HVACR and water heating equipment industries.

*Joe Nassab* was appointed Executive Vice President & President of our North America Commercial Heating & Cooling business on May 4, 2022.

He joined LII in 2010 as Vice President and General Manager of Allied Air.

Before joining LII, Joe worked for 20 years at General Electric Company in a variety of general management, product management, and marketing leadership roles.

Joe has a bachelor’s degree in finance from the University of Michigan.

| | | | | | | | | | | | | Total | | | | | | $ | 4,194.1 | |

tools, Lennox equipment and OEM parts.

Our business strategy is to sustain and expand our premium market position by offering a full spectrum of products to meet our customers’ needs.

We plan to expand our market position through organic growth while maintaining our focus on cost reductions to drive margin expansion.

residential and commercial heating, air conditioning and refrigeration equipment.

| Todd M. Bluedorn | | | 58 | | | Chairman of the Board and Chief Executive Officer | | |

| John D. Torres | | | 63 | | | Executive Vice President, Chief Legal Officer and Secretary | | |

*Todd M.

Bluedorn* was appointed Chief Executive Officer and was elected to our Board of Directors in April 2007.

Mr. Bluedorn was elected Chairman of the Board of Directors in May 2012.

Prior to joining Lennox International, Mr. Bluedorn served in numerous senior management positions for United Technologies since 1995, including President, Americas - Otis Elevator Company; President, North America - Commercial Heating, Ventilation and Air Conditioning for Carrier Corporation; and President, Hamilton Sundstrand Industrial.

He began his professional career with McKinsey & Company in 1992.

A graduate of the United States Military Academy at West Point with a bachelor of science in electrical engineering, Mr. Bluedorn is Ranger qualified and served in the U.S. Army as a Combat Engineer officer from 1985 to 1990.

He received his MBA from Harvard University School of Business in 1992.

Mr. Bluedorn also serves on the Board of Directors of Texas Instruments Incorporated, a global designer and manufacturer of semiconductors, and on the Board of Trustees of Washington University in St. Louis.

Mr. Bluedorn served on the Board of Directors of Eaton Corporation, a diversified industrial manufacturer from 2010 to 2020.

Mr. Bluedorn possesses considerable industry knowledge and executive leadership experience.

Mr. Bluedorn’s extensive knowledge of our Company and its business, combined with his drive for excellence and innovation, position him well to serve as CEO and a director of our Company.

In July 2021, Mr. Bluedorn advised our Board of Directors that he intended to resign as Chief Executive Officer and as Chairman and a member of our Board of Directors in mid-2022.

Young* was appointed Executive Vice President, President and Chief Operating Officer of the Company’s Residential Heating & Cooling segment in October 2006.

Bedard* was appointed Executive Vice President, President and Chief Operating Officer of the Company’s Worldwide Refrigeration business in October 2017.

New York District.

*Elliot S.

Zimmer* was appointed President and Chief Operating Officer LII North America Commercial Heating and Cooling November 1, 2019.

He most recently served as Vice President and General Manager of Lennox North America commercial equipment business.

Previously, Elliot served as Vice President, Worldwide Supply Chain and Logistics and led our business development efforts.

Prior to joining LII in 2010, Elliot served as director of capacity planning and operations at Dr Pepper Snapple Group and as a senior associate with McKinsey and Company.

After receiving his bachelor of science degree in systems engineering from the United States Military Academy, he served as a Captain in the United States Army and then received his MBA from the Harvard Business School.

It is management’s opinion that none of these claims or lawsuits will have a material adverse effect, individually or in the aggregate, on our financial position, results of operations [added: or cash flows.]

or cash flows.

For the fiscal year ended December 31, [removed: 2021][added: 2022]

As of June 30, [removed: 2021,] [added: 2022,] the aggregate market value of the common stock held by non-affiliates of the registrant was approximately [removed: $13] [added: $7] billion

As of February [removed: 4, 2022,] [added: 3, 2023,] there were [removed: 36,636,874] [added: 35,474,054] shares of the registrant’s common stock outstanding.

Portions of the registrant’s [removed: 2021] [added: 2022] Definitive Proxy Statement to be filed with the Securities and Exchange Commission in connection with the registrant’s [removed: 2021] [added: 2022] Annual Meeting of Stockholders to be held on May [removed: 19, 2022] [added: 18, 2023] are incorporated by reference into Part III of this report.

| ITEM 1. | | | [removed: [Business](#i84425909cb754bdbab3f159ef4599267_13)] [added: [Business](#ic79ac4400376408c9ab60a09f4fc5fda_13)] | | | [removed: [1](#i84425909cb754bdbab3f159ef4599267_13)] [added: [1](#ic79ac4400376408c9ab60a09f4fc5fda_13)] | | |

| ITEM 1A. | | | [Risk [removed: Factors](#i84425909cb754bdbab3f159ef4599267_16)] [added: Factors](#ic79ac4400376408c9ab60a09f4fc5fda_16)] | | | [removed: [9](#i84425909cb754bdbab3f159ef4599267_16)] [added: [8](#ic79ac4400376408c9ab60a09f4fc5fda_16)] | | |

| ITEM 1B. | | | [Unresolved Staff [removed: Comments](#i84425909cb754bdbab3f159ef4599267_19)] [added: Comments](#ic79ac4400376408c9ab60a09f4fc5fda_19)] | | | [removed: [14](#i84425909cb754bdbab3f159ef4599267_19)] [added: [14](#ic79ac4400376408c9ab60a09f4fc5fda_19)] | | |

| ITEM 2. | | | [removed: [Properties](#i84425909cb754bdbab3f159ef4599267_22)] [added: [Properties](#ic79ac4400376408c9ab60a09f4fc5fda_22)] | | | [removed: [15](#i84425909cb754bdbab3f159ef4599267_22)] [added: [15](#ic79ac4400376408c9ab60a09f4fc5fda_22)] | | |

| ITEM 3. | | | [Legal [removed: Proceedings](#i84425909cb754bdbab3f159ef4599267_25)] [added: Proceedings](#ic79ac4400376408c9ab60a09f4fc5fda_25)] | | | [removed: [15](#i84425909cb754bdbab3f159ef4599267_25)] [added: [16](#ic79ac4400376408c9ab60a09f4fc5fda_25)] | | |

| ITEM 4. | | | [Mine Safety [removed: Disclosures](#i84425909cb754bdbab3f159ef4599267_28)] [added: Disclosures](#ic79ac4400376408c9ab60a09f4fc5fda_28)] | | | [removed: [16](#i84425909cb754bdbab3f159ef4599267_28)] [added: [16](#ic79ac4400376408c9ab60a09f4fc5fda_28)] | | |

| ITEM 5. | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i84425909cb754bdbab3f159ef4599267_34)] [added: Securities](#ic79ac4400376408c9ab60a09f4fc5fda_34)] | | | [removed: [16](#i84425909cb754bdbab3f159ef4599267_34)] [added: [16](#ic79ac4400376408c9ab60a09f4fc5fda_34)] | | |

| ITEM 6. | | | [Selected Financial [removed: Data](#i84425909cb754bdbab3f159ef4599267_37)] [added: Data](#ic79ac4400376408c9ab60a09f4fc5fda_37)] | | | [removed: [17](#i84425909cb754bdbab3f159ef4599267_37)] [added: [17](#ic79ac4400376408c9ab60a09f4fc5fda_37)] | | |

| ITEM 7. | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i84425909cb754bdbab3f159ef4599267_40)] [added: Operations](#ic79ac4400376408c9ab60a09f4fc5fda_40)] | | | [removed: [17](#i84425909cb754bdbab3f159ef4599267_40)] [added: [17](#ic79ac4400376408c9ab60a09f4fc5fda_40)] | | |

| ITEM 7A. | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#i84425909cb754bdbab3f159ef4599267_73)] [added: Risk](#ic79ac4400376408c9ab60a09f4fc5fda_73)] | | | [removed: [30](#i84425909cb754bdbab3f159ef4599267_73)] [added: [30](#ic79ac4400376408c9ab60a09f4fc5fda_73)] | | |

| ITEM 8. | | | [Financial Statements and Supplementary [removed: Data](#i84425909cb754bdbab3f159ef4599267_76)] [added: Data](#ic79ac4400376408c9ab60a09f4fc5fda_76)] | | | [removed: [31](#i84425909cb754bdbab3f159ef4599267_76)] [added: [31](#ic79ac4400376408c9ab60a09f4fc5fda_76)] | | |

| ITEM 9. | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#i84425909cb754bdbab3f159ef4599267_175)] [added: Disclosure](#ic79ac4400376408c9ab60a09f4fc5fda_178)] | | | [removed: [76](#i84425909cb754bdbab3f159ef4599267_175)] [added: [73](#ic79ac4400376408c9ab60a09f4fc5fda_178)] | | |

| ITEM 9A. | | | [Controls and [removed: Procedures](#i84425909cb754bdbab3f159ef4599267_178)] [added: Procedures](#ic79ac4400376408c9ab60a09f4fc5fda_181)] | | | [removed: [76](#i84425909cb754bdbab3f159ef4599267_178)] [added: [73](#ic79ac4400376408c9ab60a09f4fc5fda_181)] | | |

| ITEM 9B. | | | [Other [removed: Information](#i84425909cb754bdbab3f159ef4599267_181)] [added: Information](#ic79ac4400376408c9ab60a09f4fc5fda_184)] | | | [removed: [76](#i84425909cb754bdbab3f159ef4599267_181)] [added: [73](#ic79ac4400376408c9ab60a09f4fc5fda_184)] | | |

| ITEM 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i84425909cb754bdbab3f159ef4599267_187)] [added: Governance](#ic79ac4400376408c9ab60a09f4fc5fda_190)] | | | [removed: [76](#i84425909cb754bdbab3f159ef4599267_187)] [added: [73](#ic79ac4400376408c9ab60a09f4fc5fda_190)] | | |

| ITEM 11. | | | [Executive [removed: Compensation](#i84425909cb754bdbab3f159ef4599267_190)] [added: Compensation](#ic79ac4400376408c9ab60a09f4fc5fda_193)] | | | [removed: [76](#i84425909cb754bdbab3f159ef4599267_190)] [added: [73](#ic79ac4400376408c9ab60a09f4fc5fda_193)] | | |

| ITEM 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i84425909cb754bdbab3f159ef4599267_193)] [added: Matters](#ic79ac4400376408c9ab60a09f4fc5fda_196)] | | | [removed: [76](#i84425909cb754bdbab3f159ef4599267_193)] [added: [73](#ic79ac4400376408c9ab60a09f4fc5fda_196)] | | |

| ITEM 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i84425909cb754bdbab3f159ef4599267_196)] [added: Independence](#ic79ac4400376408c9ab60a09f4fc5fda_199)] | | | [removed: [77](#i84425909cb754bdbab3f159ef4599267_196)] [added: [74](#ic79ac4400376408c9ab60a09f4fc5fda_199)] | | |

| ITEM 14. | | | [Principal Accounting Fees and [removed: Services](#i84425909cb754bdbab3f159ef4599267_199)] [added: Services](#ic79ac4400376408c9ab60a09f4fc5fda_202)] | | | [removed: [77](#i84425909cb754bdbab3f159ef4599267_199)] [added: [74](#ic79ac4400376408c9ab60a09f4fc5fda_202)] | | |

| ITEM 15. | | | [Exhibits and Financial Statement [removed: Schedules](#i84425909cb754bdbab3f159ef4599267_205)] [added: Schedules](#ic79ac4400376408c9ab60a09f4fc5fda_208)] | | | [removed: [77](#i84425909cb754bdbab3f159ef4599267_205)] [added: [74](#ic79ac4400376408c9ab60a09f4fc5fda_208)] | | |

| ITEM 16. | | | [Form 10-K [removed: Summary](#i84425909cb754bdbab3f159ef4599267_211)] [added: Summary](#ic79ac4400376408c9ab60a09f4fc5fda_214)] | | | [removed: [80](#i84425909cb754bdbab3f159ef4599267_211)] [added: [77](#ic79ac4400376408c9ab60a09f4fc5fda_214)] | | |

| | | | [removed: [SCHEDULE] [added: SCHEDULE] II - VALUATION AND QUALIFYING ACCOUNTS AND [removed: RESERVES](#i84425909cb754bdbab3f159ef4599267_217)] [added: RESERVES] | | | [removed: [81](#i84425909cb754bdbab3f159ef4599267_217)] [added: [79](#ic79ac4400376408c9ab60a09f4fc5fda_2170)] | | |

For the Fiscal Year Ended December 31, 2022

| | | | [SIGNATURES](#ic79ac4400376408c9ab60a09f4fc5fda_217) | | | [78](#ic79ac4400376408c9ab60a09f4fc5fda_217) | | |

| | | | [SIGNATURES](#i84425909cb754bdbab3f159ef4599267_214) | | | [81](#i84425909cb754bdbab3f159ef4599267_214) | | |

The following chart lists our principal domestic and international manufacturing, distribution and office facilities as of December 31, [removed: 2021] [added: 2022] and indicates the business segment that uses such facilities, the approximate size of such facilities and whether such facilities are owned or leased.

| Chennai, India | | | Corporate and other | | | Research & Development & Office | | | [removed: 67] [added: 73] | | | Leased | | |

| Harahan, LA | | | Residential Heating & Cooling | | | Distribution & Office | | | 83 | | | Leased | | |

| North Kansas City, MO | | | Residential Heating & Cooling | | | Distribution & Office | | | 59 | | | Leased | | |

| West Columbia, SC | | | Residential Heating & Cooling | | | Research & Development | | | 63 | | | Leased | | |

| DFW Airport, TX | | | Commercial Heating & Cooling | | | Distribution | | | 80 | | | Leased | | |

| Indianapolis, IN | | | Commercial Heating & Cooling | | | Distribution | | | 69 | | | Leased | | |

| Medley, FL | | | Commercial Heating & Cooling | | | Distribution | | | 70 | | | Leased | | |

| Norcross, GA | | | Commercial Heating & Cooling | | | Distribution & Office | | | 95 | | | Leased | | |

| | | | | | | | | | | | | | | |

As of the close of business on February [removed: 4, 2022,] [added: 3, 2023,] approximately [removed: 548] [added: 544] holders of record held our common stock.

The graph assumes that $100 was invested on December 31, [removed: 2016,] [added: 2017,] with dividends reinvested.

[removed: ][added: ]

As of December 31, [removed: 2021, $846] [added: 2022, $546] million is available to repurchase shares under the Share Repurchase Plans.

In the fourth quarter of [removed: 2021,] [added: 2022,] we purchased shares of our common stock as follows:

| October 1 through October 31 | | | 56 | | | | | | $ | 233.04 | | | | | — | | | | | | 546.0 | | |

| November 1 through November 30 | | | 1,482 | | | | | | 258.34 | | | | | | — | | | | | | 546.0 | | |

| December 1 through December 31 | | | 8,910 | | | | | | 267.95 | | | | | | — | | | | | | 546.0 | | |

| | | | 10,448 | | | | | | | | | | | | — | | | | | | | | |

| October 1 through October 30 | | | 3,293 | | | | | | $ | 296.81 | | | | | — | | | | | | 846.0 | | |

| October 31 through November 27 | | | 306 | | | | | | 307.87 | | | | | | — | | | | | | 846.0 | | |

| November 28 through December 31 | | | 15,061 | | | | | | 327.75 | | | | | | — | | | | | | 846.0 | | |

| | | | 18,660 | | | | | | | | | | | | — | | | | | | | | |

Management, including our Chief Executive Officer and Chief Financial Officer, has undertaken an assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in *Internal Control - Integrated Framework* (2013) by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this assessment, management concluded that as of December 31, [removed: 2021,] [added: 2022,] the Company’s internal control over financial reporting was effective.

KPMG LLP, the independent registered public accounting firm that audited the Company’s Consolidated Financial Statements, has issued an audit report including an opinion on the effectiveness of our internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] a copy of which is included herein.

We have audited the accompanying consolidated balance sheets of Lennox International Inc. and subsidiaries (the Company) as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the related consolidated statements of operations, comprehensive (loss) income, stockholders’ deficit, and cash flows for each of the years in the three-year period ended December 31, [removed: 2021,] [added: 2022,] and the related notes and Schedule II – Valuation and Qualifying Accounts and Reserves (collectively, the consolidated financial statements).

We also have audited the Company’s internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in *Internal Control – Integrated Framework* *(2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, [removed: 2021,] [added: 2022,] in conformity with U.S. generally accepted accounting principles.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2021] [added: 2022] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

*Evaluation of the product [removed: category] warranty liability*

The Company’s product warranty liability was [removed: $134.2] [added: $142.7] million as of December 31, [removed: 2021.][added: 2022.]

| | | | [added: 2022 | | | | | |] 2021 | | | | | | 2020 | | |

| Cash and cash equivalents | | | $ | [removed: 31.0] [added: 52.6] | | | | | $ | [removed: 123.9] [added: 31.0] | |

| Short-term investments | | | [removed: 5.5] [added: 8.5] | | | | | | [removed: 5.1] [added: 5.5] | | |

| Accounts and notes receivable, net of allowances of [removed: $10.7] [added: $15.5] and [removed: $9.6] [added: $10.7] in [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively | | | [removed: 508.3] [added: 608.5] | | | | | | [removed: 448.3] [added: 508.3] | | |

| Inventories, net | | | [removed: 510.9] [added: 753.0] | | | | | | [removed: 439.4] [added: 510.9] | | |

| Other assets | | | [removed: 119.7] [added: 73.9] | | | | | | [removed: 70.9] [added: 119.7] | | |

| Total current assets | | | [removed: 1,175.4] [added: 1,496.5] | | | | | | [removed: 1,087.6] [added: 1,175.4] | | |

| Property, plant and equipment, net of accumulated depreciation of [removed: $888.8] [added: $920.8] and [removed: $880.6] [added: $888.8] in [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively | | | [removed: 515.1] [added: 548.9] | | | | | | [removed: 464.3] [added: 515.1] | | |

| Right-of-use assets from operating leases | | | [removed: 196.1] [added: 219.9] | | | | | | [removed: 194.4] [added: 196.1] | | |

| Goodwill | | | [removed: 186.6] [added: 186.3] | | | | | | [removed: 186.9] [added: 186.6] | | |

| Deferred income taxes | | | [removed: 11.3] [added: 27.5] | | | | | | [removed: 13.2] [added: 11.3] | | |

| Other assets, net | | | [removed: 87.4] [added: 88.5] | | | | | | [removed: 86.1] [added: 87.4] | | |

| Total assets | | | $ | [added: 2,567.6 | | | | | $ |] 2,171.9 | | | | | $ | 2,032.5 | |

| Current maturities of long-term debt | | | [removed: 11.3] [added: 710.6] | | | | | | [removed: 9.9] [added: 11.3] | | |

| Current operating lease liabilities | | | [removed: 54.8] [added: 63.3] | | | | | | [removed: 55.0] [added: 54.8] | | |

| Accounts payable | | | [removed: 402.1] [added: 427.3] | | | | | | [removed: 340.3] [added: 402.1] | | |

| Accrued expenses | | | [removed: 358.9] [added: 376.9] | | | | | | [removed: 296.1] [added: 358.9] | | |

| Total current liabilities | | | [removed: 827.1] [added: 1,595.7] | | | | | | [removed: 701.3] [added: 827.1] | | |

| Long-term debt | | | [removed: 1,226.5] [added: 814.2] | | | | | | [removed: 970.7] [added: 1,226.5] | | |

| Long-term operating lease liabilities | | | [removed: 145.0] [added: 161.8] | | | | | | [removed: 142.8] [added: 145.0] | | |

| Pensions | | | [removed: 83.3] [added: 40.1] | | | | | | [removed: 92.5] [added: 83.3] | | |

| Other liabilities | | | [removed: 159.0] [added: 158.9] | | | | | | [removed: 142.3] [added: 159.0] | | |

| Total liabilities | | | [removed: 2,440.9] [added: 2,770.7] | | | | | | [removed: 2,049.6] [added: 2,440.9] | | |

| Additional paid-in capital | | | [removed: 1,133.7] [added: 1,155.2] | | | | | | [removed: 1,113.2] [added: 1,133.7] | | |

| Retained earnings | | | [removed: 2,719.3] [added: 3,070.6] | | | | | | [removed: 2,385.8] [added: 2,719.3] | | |

| Accumulated other comprehensive loss | | | [removed: (88.1)] [added: (90.6)] | | | | | | [removed: (97.2)] [added: (88.1)] | | |

| Treasury stock, at cost, [removed: 50,536,125] [added: 51,700,260] shares and [removed: 48,820,969] [added: 50,536,125] shares for [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively | | | [removed: (4,034.8)] [added: (4,339.2)] | | | | | | [removed: (3,419.8)] [added: (4,034.8)] | | |

| Total stockholders' deficit | | | [removed: (269.0)] [added: (203.1)] | | | | | | [removed: (17.1)] [added: (269.0)] | | |

| Total liabilities and stockholders' deficit | | | $ | [removed: 2,171.9] [added: 2,567.6] | | | | | $ | [removed: 2,032.5] [added: 2,171.9] | |

| | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| Net sales | | | $ | [removed: 4,194.1] [added: 4,718.4] | | | | | $ | [removed: 3,634.1] [added: 4,194.1] | | | | | $ | [removed: 3,807.2] [added: 3,634.1] | |

February 21, 2023

| Income taxes payable | | | 17.6 | | | | | | — | | |

| Loss from discontinued operations | | | — | | | | | | — | | | | | | (0.02) | | |

| Share of equity method investments other comprehensive income | | | | | | — | | | | | | — | | | | | | — | | | | | | 0.7 | | | | | | — | | | | | | — | | | | | | | | | | | | 0.7 | | |

| Balance as of December 31, 2022 | | | | | | 0.9 | | | | | | 1,155.2 | | | | | | 3,070.6 | | | | | | (90.6) | | | | | | 51.7 | | | | | | (4,339.2) | | | | | | | | | | | | (203.1) | | |

| Income from equity method investments | | | (5.1) | | | | | | (11.8) | | | | | | (15.6) | | |

We lease certain real and personal property under non-cancelable leases including real estate, IT equipment, fleet vehicles and manufacturing and distribution equipment.

At inception of the lease, we determine a lease exists if the contract conveys the right to control an identified asset for a period of time in exchange for consideration.

Control is considered to exist when the lessee has the right to obtain substantially all the economic benefits from the use of an identified asset as well as the right to direct the use of the asset.

If a contract is considered to be a lease, we recognize a lease liability based on the present value of the future minimum lease payments and a right-of-use asset.

For contracts that are 12 months or less, we do not to recognize a right-of-use asset or liability.

We do not separate non-lease components from the lease components to which they relate and account for the combined lease and non-lease components as a single lease component.

We experience

(1) In November 2022, we announced the decision to explore strategic alternatives for our European commercial HVAC and refrigeration businesses.

We will continue to invest in our Heatcraft Worldwide Refrigeration business which will become part of the Commercial Heating & Cooling segment beginning in 2023 and the European portfolio will be presented with Corporate and Other beginning in 2023 until disposition.

As we will manage the businesses in this manner beginning in 2023, we will present the financial results of the revised segments beginning in 2023.

| Restructuring charges | | | 1.5 | | | | | | 1.8 | | | | | | 10.8 | | |

◦Environmental liabilities and special litigation charges,

| | | | 2022 | | | | | | 2021 | | | | | | 2020 | | |

| | | | 2022 | | | | | | 2021 | | | | | | 2020 | | |

| | | | 2022 | | | | | | 2021 | | | | | | 2020 | | |

| | | | 2022 | | | | | | 2021 | | | | | | 2020 | | |

| Net income | | | $ | 497.1 | | | | | $ | 464.0 | | | | | $ | 356.3 | |

| Income from continuing operations | | | $ | 13.92 | | | | | $ | 12.47 | | | | | $ | 9.32 | |

| Loss from discontinued operations | | | — | | | | | | — | | | | | | (0.02) | | |

| Net income | | | $ | 13.92 | | | | | $ | 12.47 | | | | | $ | 9.30 | |

| Income from continuing operations | | | $ | 13.88 | | | | | $ | 12.39 | | | | | $ | 9.26 | |

| Loss from discontinued operations | | | — | | | | | | — | | | | | | (0.02) | | |

| Net income | | | $ | 13.88 | | | | | $ | 12.39 | | | | | $ | 9.24 | |

Leases

| | | | 2022 | | | | | | 2021 | | | | | | 2020 | | |

| | | | 2022 | | | | | | 2021 | | |

| 2023 | | | $ | 70.0 | | | | | $ | 11.6 | |

| 2024 | | | 53.2 | | | | | | 8.4 | | |

| 2025 | | | 36.9 | | | | | | 5.8 | | |

| 2026 | | | 29.0 | | | | | | 2.5 | | |

| 2027 | | | 18.9 | | | | | | 0.3 | | |

| | | | 2022 | | | | | | 2021 | | |

| Payments made in 2022 | | | (36.3) | | |

| | | | 2022 | | | | | | 2021 | | |

February 15, 2022

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Loss on sale of businesses and related property | | | — | | | | | | — | | | | | | 10.6 | | |

| Balance as of December 31, 2018 | | | | | | 0.9 | | | | | | 1,078.8 | | | | | | 1,855.0 | | | | | | (188.8) | | | | | | 47.3 | | | | | | (2,895.5) | | | | | | | | | | | | (149.6) | | |

| Foreign currency translation adjustments | | | | | | — | | | | | | — | | | | | | — | | | | | | 5.8 | | | | | | — | | | | | | — | | | | | | | | | | | | 5.8 | | |

| Cumulative effect adjustment upon adoption of new accounting standard (ASU 2016-13) | | | | | | — | | | | | | — | | | | | | (1.3) | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | (1.3) | | |

| Loss on sale of business | | | — | | | | | | — | | | | | | 10.6 | | |

| Insurance recoveries received for property damage incurred from natural disaster | | | — | | | | | | — | | | | | | (79.6) | | |

| Net proceeds from sale of business | | | — | | | | | | — | | | | | | 43.5 | | |

| Insurance recoveries received for property damage incurred from natural disaster | | | — | | | | | | — | | | | | | 79.6 | | |

| | | | | | |

| --- | --- | --- | --- | --- | --- |

Intangible Assets

We amortize intangible assets and other assets with finite lives over their respective estimated useful lives to their estimated residual values, as follows:

| Asset | | | Useful Life | | |

| Customer relationships | | | Straight-line method up to 12 years | | |

| Patents and others | | | Straight-line method up to 20 years | | |

We periodically review intangible assets with estimable useful lives for impairment as events or changes in circumstances indicate that the carrying amount of such assets might not be recoverable.

We assess recoverability by comparing the estimated expected undiscounted future cash flows identified with each intangible asset or related asset group to the carrying amount of such assets.

If the expected future cash flows do not exceed the carrying value of the asset or assets being reviewed, an

impairment loss is recognized based on the excess of the carrying amount of the impaired assets over their fair value.

In assessing the fair value of these intangible assets, we must make assumptions that a market participant would make regarding estimated future cash flows and other factors to determine the fair value of the respective assets.

If these estimates or the related assumptions change, we may be required to record impairment charges for these assets in the future.

We review our indefinite-lived intangible assets for impairment annually in the fourth quarter and whenever events or changes in circumstances indicate the asset may be impaired.

The provisions of the accounting standard for indefinite-lived intangible assets allow us to first assess qualitative factors to determine whether it is necessary to perform a quantitative impairment test.

As part of our qualitative assessment, we monitor economic, legal, regulatory and other factors, industry trends, recent and forecasted financial performance of our reporting units and the timing and nature of our restructuring activities for LII as a whole and as they relate to the fair value of the assets.

In March 2020, the World Health Organization declared COVID-19 a pandemic.

Currently the COVID-19 pandemic has disrupted our business operations and caused a significant unfavorable impact on our results of operations in 2020.

As the COVID-19 pandemic continues, health concern risks remain.

Recently Adopted Accounting Pronouncements

In June 2016, the FASB issued ASU No. 2016-13, *Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments*.

ASU 2016-13 replaces the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to estimate credit losses.

ASU 2016-13 is effective for SEC filers for interim and annual periods beginning after December 15, 2019.

We adopted ASU 2016-13 using the modified retrospective method for all financial assets measured at amortized cost.

Results for periods after January 1, 2020 are presented under ASU 2016-13 while prior period amounts continue to be reported under previously applicable accounting standards.

We recorded a $1.3 million net decrease to retained earnings as of January 1, 2020 for the cumulative effect of adopting ASU 2016-13.

In December 2019, the FASB issued ASU No. 2019-12, *Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes*.

ASU 2019-02, in an effort to reduce complexity in accounting for income taxes, removes certain exceptions for measuring intraperiod tax allocations, foreign subsidiary equity method investments and interim period tax losses.

ASU 2019-12 is effective for calendar year-end public business entities on January 1, 2021.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, [removed: 2021,] [added: 2022,] our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the applicable rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

There were no changes during the year ended December 31, [removed: 2021] [added: 2022] in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Incorporated herein by reference from the Company’s definitive proxy statement, which will be filed no later than 120 days after December 31, [removed: 2021.][added: 2022.]

Incorporated herein by reference from the Company’s definitive proxy statement, which will be filed no later than 120 days after December 31, [removed: 2021.][added: 2022.]

Incorporated herein by reference from the Company’s definitive proxy statement, which will be filed no later than 120 days after December 31, [removed: 2021.][added: 2022.]

Also, refer to Note [removed: 16] [added: 15] in the Notes to the Consolidated Financial Statements for additional information about our equity compensation plans.

Incorporated herein by reference from the Company’s definitive proxy statement, which will be filed no later than 120 days after December 31, [removed: 2021.][added: 2022.]

Incorporated herein by reference from the Company’s definitive proxy statement, which will be filed no later than 120 days after December 31, [removed: 2021.][added: 2022.]

- Consolidated Balance Sheets as of December 31, [removed: 2021] [added: 2022] and [removed: 2020][added: 2021]

- Consolidated Statements of Operations for the Years Ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019][added: 2020]

- Consolidated Statements of Comprehensive Income for the Years Ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019][added: 2020]

- Consolidated Statements of Stockholders’ Deficit for the Years Ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019][added: 2020]

- Consolidated Statements of Cash Flows for the Years Ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019][added: 2020]

- Notes to the Consolidated Financial Statements for the Years Ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019][added: 2020]

The financial statement schedule included in this Annual Report on Form 10-K is Schedule II - Valuation and Qualifying Accounts and Reserves for the Years Ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] (see Schedule II immediately following the signature page of this Annual Report on Form 10-K).

| 3.1 | | | [Restated Certificate of Incorporation of Lennox International Inc. (“LII”) (filed [removed: herewith).](https://www.sec.gov/Archives/edgar/data/1069202/000162828022002664/lii-ex31_20211231x10k.htm)] [added: herewith).](https://www.sec.gov/Archives/edgar/data/1069202/000162828023004257/lii-ex31_20221231x10k.htm)] | | |

| 3.2 | | | [Amended and Restated Bylaws of LII (filed [removed: herewith).](https://www.sec.gov/Archives/edgar/data/1069202/000162828022002664/lii-ex32_20211231x10k.htm)] [added: herewith).](https://www.sec.gov/Archives/edgar/data/1069202/000162828023004257/lii-ex32_20221231x10k.htm)] | | |

| 4.7 | | | [Tenth Supplemental Indenture, dated as of July 14, 2021, among LII, each existing Guarantor under the Indenture, dated as of May 3, 2010, as subsequently supplemented, and U.S. Bank National Association, as trustee (filed [removed: herewith).](https://www.sec.gov/Archives/edgar/data/1069202/000162828022002664/lii-ex47_20211231x10k.htm)] [added: herewith).](https://www.sec.gov/Archives/edgar/data/1069202/000162828023004257/lii-ex47_20221231x10k.htm)] | | |

| 4.8 | | | [Description of Securities (filed [removed: herewith)](https://www.sec.gov/Archives/edgar/data/1069202/000162828022002664/lii-ex48_20211231x10k.htm).] [added: herewith)](https://www.sec.gov/Archives/edgar/data/1069202/000162828023004257/lii-ex48_20221231x10k.htm).] | | |

| 10.4* | | | [Lennox International Inc. 2019 Equity and Incentive Compensation Plan (filed as Exhibit 10.1 to LII’s Current Report on Form 8-K filed on May 24, [removed: 2019](http://www.sec.gov/Archives/edgar/data/1069202/000119312519157041/d752008dex101.htm) [and] [added: 2019 and] incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/1069202/000119312519157041/d752008dex101.htm) | | |

| 10.5* | | | [Form of Long-Term Incentive Award Agreement for U.S. Employees - Vice President and Above (for use under the 2019 Incentive Plan)](http://www.sec.gov/Archives/edgar/data/1069202/000106920220000004/lii-ex101820191231x10k.htm) [(filed as Exhibit 10.18 to LII’s Annual Report on Form 10-K filed on February [removed: 18,](http://www.sec.gov/Archives/edgar/data/1069202/000106920220000004/lii-ex101820191231x10k.htm) [](http://www.sec.gov/Archives/edgar/data/1069202/000106920220000004/lii-ex101820191231x10k.htm)[2020] [added: 18, 2020] and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/1069202/000106920220000004/lii-ex101820191231x10k.htm) | | |

| 10.7* | | | [Form of Restricted Stock Unit Award Agreement for Non-Employee Directors (for use under the 2019 Incentive Plan)](http://www.sec.gov/Archives/edgar/data/1069202/000106920220000004/lii-ex101920191231x10k.htm) [(filed as Exhibit 10.19 to LII’s Annual Report on Form 10-K filed on February [removed: 18,](http://www.sec.gov/Archives/edgar/data/1069202/000106920220000004/lii-ex101920191231x10k.htm) [](http://www.sec.gov/Archives/edgar/data/1069202/000106920220000004/lii-ex101920191231x10k.htm)[2020] [added: 18, 2020] and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/1069202/000106920220000004/lii-ex101920191231x10k.htm) | | |

| 10.11* | | | [Amendment Number One to the Lennox International Inc. Supplemental Retirement Plan, as amended and restated as of January 1, 2009, dated December 28, 2018 (filed as Exhibit 10.23 to LII’s Annual Report on Form 10-K filed on February [removed: 19,](http://www.sec.gov/Archives/edgar/data/1069202/000106920219000008/lii-ex1023_20181231x10k.htm) [](http://www.sec.gov/Archives/edgar/data/1069202/000106920219000008/lii-ex1023_20181231x10k.htm)[2019] [added: 19, 2019] and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/1069202/000106920219000008/lii-ex1023_20181231x10k.htm) | | |

| 10.12* | | | [Lennox International Inc. Supplemental Restoration Retirement Plan, effective as of January 1, 2019, dated December 28, 2018 (filed as Exhibit 10.24 to LII’s Annual Report on Form 10-K filed on February [removed: 19,](http://www.sec.gov/Archives/edgar/data/1069202/000106920219000008/lii-ex1024_20181231x10k.htm) [](http://www.sec.gov/Archives/edgar/data/1069202/000106920219000008/lii-ex1024_20181231x10k.htm)[2019] [added: 19, 2019] and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/1069202/000106920219000008/lii-ex1024_20181231x10k.htm) | | |

| [removed: 10.16*] [added: 10.18*] | | | [Form of [removed: Change of Control Agreement entered into] [added: Award Agreement, dated December 10, 2021,] between [removed: LII] [added: Lennox International Inc.] and certain [added: named] executive officers [removed: of LII] (filed as Exhibit 10.1 to [removed: LII's] [added: LII’s] Current Report on Form 8-K filed on [removed: July 17, 2012] [added: December 14, 2021] and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/1069202/000119312512304640/d381083dex101.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/1069202/000119312521356791/d251139dex101.htm)] | | |

| [removed: 10.17*] [added: 10.19*] | | | [removed: [Form of] [added: [Lennox International Inc.] Change [removed: of] [added: in] Control [removed: Employment Agreement entered into between LII and certain executive officers of LII] [added: Severance Plan] (filed as Exhibit 10.1 to LII's Current Report on Form 8-K filed on December [removed: 17, 2008] [added: 12, 2022] and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/1069202/000136231008008300/c78431exv10w1.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/1069202/000119312522302285/d411104dex101.htm)] | | |

| [removed: 10.18*] [added: 10.16*] | | | [Lennox International Inc. Directors' Retirement Plan (as Amended and Restated as of January 1, 2010) (filed as Exhibit 10.1 to LII's Current Report on Form 8-K filed on December 16, 2009 and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/1069202/000095012309071289/c93749exv10w1.htm) | | |

| [removed: 10.19*] [added: 10.17*] | | | [Retention Agreement, dated July 12, 2021, between Lennox International Inc. and Douglas L. Young (filed as Exhibit 10.1 to LII’s Current Report on Form 8-K filed on July 14, 2021 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/0001069202/000119312521214688/d201576dex101.htm) | | |

| 21.1 | | | [Subsidiaries of LII (filed [removed: herewith).](https://www.sec.gov/Archives/edgar/data/1069202/000162828022002664/lii-ex211_20211231x10k.htm)] [added: herewith).](https://www.sec.gov/Archives/edgar/data/1069202/000162828023004257/lii-ex211_20221231x10k.htm)] | | |

| 22.1 | | | [List of Guarantor Subsidiaries (filed [removed: herewith).](https://www.sec.gov/Archives/edgar/data/1069202/000162828022002664/lii-ex221_20211231x10k.htm)] [added: herewith).](https://www.sec.gov/Archives/edgar/data/1069202/000162828023004257/lii-ex221_20221231x10k.htm)] | | |

| 23.1 | | | [Consent of KPMG LLP (filed [removed: herewith).](https://www.sec.gov/Archives/edgar/data/1069202/000162828022002664/lii-ex231_20211231x10k.htm)] [added: herewith).](https://www.sec.gov/Archives/edgar/data/1069202/000162828023004257/lii-ex231_20221231x10k.htm)] | | |

| 31.1 | | | [Certification of the principal executive officer (filed [removed: herewith).](https://www.sec.gov/Archives/edgar/data/1069202/000162828022002664/lii-ex311_20211231x10k.htm)] [added: herewith).](https://www.sec.gov/Archives/edgar/data/1069202/000162828023004257/lii-ex311_20221231x10k.htm)] | | |

| 31.2 | | | [Certification of the principal financial officer (filed [removed: herewith).](https://www.sec.gov/Archives/edgar/data/1069202/000162828022002664/lii-ex312_20211231x10k.htm)] [added: herewith).](https://www.sec.gov/Archives/edgar/data/1069202/000162828023004257/lii-ex312_20221231x10k.htm)] | | |

| 32.1 | | | [Certification of the principal executive officer and the principal financial officer pursuant to 18 U.S.C. Section 1350 (furnished [removed: herewith).](https://www.sec.gov/Archives/edgar/data/1069202/000162828022002664/lii-ex321_20211231x10k.htm)] [added: herewith).](https://www.sec.gov/Archives/edgar/data/1069202/000162828023004257/lii-ex321_20221231x10k.htm)] | | |

| 10.20* | | | [Form of Award Agreement, dated December 10, 2021, between Lennox International Inc. and certain named executive officers (filed as Exhibit 10.1 to LII’s Current Report on Form 8-K filed on December 14, 2021 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1069202/000119312521356791/d251139dex101.htm) | | |

[removed: February 15, 2022][added: | 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| /s/ TODD [removed: M. BLUEDORN] [added: J. TESKE] | | | | | | [removed: Chief Executive Officer and] Chairman of the Board of Directors | | | February [removed: 15, 2022] [added: 21, 2023] | | |

| [removed: Todd M. Bluedorn] [added: Alok Maskara] | | | | | | (Principal Executive Officer) | | | | | |

| /s/ JOSEPH W. REITMEIER | | | | | | Executive Vice President and Chief Financial Officer | | | February [removed: 15, 2022] [added: 21, 2023] | | |

| /s/ CHRIS A. KOSEL | | | | | | Vice President, Controller and Chief Accounting Officer | | | February [removed: 15, 2022] [added: 21, 2023] | | |

| /s/ SHERRY L. BUCK | | | | | | Director | | | February [removed: 15, 2022] [added: 21, 2023] | | |

| /s/ JANET K. COOPER | | | | | | Director | | | February [removed: 15, 2022] [added: 21, 2023] | | |

| /s/ JOHN W. NORRIS, III | | | | | | Director | | | February [removed: 15, 2022] [added: 21, 2023] | | |

| /s/ KAREN H. QUINTOS | | | | | | Director | | | February [removed: 15, 2022] [added: 21, 2023] | | |

| /s/ KIM K.W. RUCKER | | | | | | Director | | | February [removed: 15, 2022] [added: 21, 2023] | | |

| /s/ GREGORY T. SWIENTON | | | | | | Director | | | February [removed: 15, 2022] [added: 21, 2023] | | |

| /s/ SHANE D. WALL | | | | | | Director | | | February [removed: 15, 2022] [added: 21, 2023] | | |

For the Years Ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019][added: 2020]

By: /s/ Alok Maskara

Alok Maskara

February 21, 2023

| /s/ ALOK MASKARA | | | | | | Chief Executive Officer | | | February 21, 2023 | | |

| | | | | | | | | | | | |

| | | | | | | | | | | | |

| Allowance for doubtful accounts | | | $ | 10.7 | | | | | $ | 6.9 | | | | | $ | (0.4) | | | | | $ | — | | | | | $ | (1.7) | | | | | $ | 15.5 | |

By: /s/ Todd M.

Bluedorn

Todd M.

| /s/ TODD J. TESKE | | | | | | Lead Director | | | February 15, 2022 | | |

| /s/ MAX H. MITCHELL | | | | | | Director | | | February 15, 2022 | | |

| Max H. Mitchell | | | | | | | | | | | |

| 2019 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Allowance for doubtful accounts | | | $ | 6.3 | | | | | $ | 4.5 | | | | | $ | (4.9) | | | | | $ | 1.6 | | | | | $ | (1.4) | | | | | $ | 6.1 | |