Lennox International (LII) 10-K risk factor changes: FY2023 vs FY2022

The most significant competitive factors we face are product [added: availability, product] reliability, [added: energy efficiency,] product performance, [removed: reputation of our company and brands, service and price] [added: service,] and [removed: global supply chain constraints,] [added: price,] with the relative importance of these factors varying among our product lines.

Other factors that affect competition in the HVACR market include the development and application of new technologies, [removed: an increasing emphasis on the development] [added: reputation] of [removed: more efficient HVACR products] [added: our company] and [added: brands, global supply chain constraints, and] new product introductions.

If We Cannot Successfully [added: Develop and Market New Products or] Execute our Business Strategy, Our Results of Operations Could be Adversely Impacted.

For example, we are continuing to reorganize our North American distribution network in order to better serve our customers’ needs by deploying parts and equipment inventory closer to [removed: them and are expanding our sourcing activities outside of the U.S. In such case, our results of operations and profitability may be negatively impacted, making us less competitive and potentially causing us to lose market share.][added: them.]

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 [added: advantages.]

Claims of intellectual property infringement also might require us to redesign affected products, pay costly damage awards, or face injunction prohibiting us from manufacturing, importing, marketing, or [removed: selling certain of our products.]

We are committed to attracting, motivating, developing, and retaining our employees to [removed: ensure we] remain an employer of choice.

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

A number of factors may adversely affect the labor force available or increase labor costs, including high employment [removed: levels, related competition,] [added: levels] and [removed: federal unemployment subsidies, such as unemployment benefits offered in response to the COVID-19 pandemic.][added: related competition.]

If we are unsuccessful in meeting these challenges, our [removed: results of] operations [added: results] could be materially impacted.

Demand for our products and [removed: for our] services is seasonal and strongly affected by the weather.

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

Similarly, suppliers of components that we purchase for use in our products may be affected by rising material costs and [added: inflation and] pass these increased costs on to us.

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

A deterioration in our financial performance could also limit our future ability to access amounts currently available under our Credit [removed: Agreement.][added: Agreement or to issue notes pursuant to our Commercial Paper Program, as more fully described below.]

The extent to which [removed: the COVID-19 pandemic] [added: any extraordinary event] impacts us [removed: will depend] [added: depends] on numerous [removed: evolving] factors and future developments that we are not able to predict, including the duration and scope of the [removed: pandemic;] [added: event;] governmental, business, and individuals’ actions in response to the [removed: pandemic;] [added: event;] our ability to maintain sufficient qualified [removed: personnel due to employee illness, quarantine, willingness to return to work, vaccine and/or testing mandates, face-coverings and other safety requirements, general scarcity of employees, or travel and other restrictions; current] [added: personnel;] global supply chain disruptions caused by the [removed: COVID-19 pandemic;] [added: event;] and the impact on economic activity, including financial market instability.

Conflicts, wars, natural [removed: disasters,] [added: disasters (the nature and severity of which may be impacted by] climate [removed: change, infectious disease outbreaks] [added: change), public health crises (*e.g.*, COVID-19),] or terrorist acts [removed: could also] [added: may] cause significant damage or disruption to our operations, employees, facilities, systems, suppliers, supply chain, distributors, resellers, or customers in the United States and internationally for extended periods of time and could also affect demand for our products.

Net sales outside of the United States comprised approximately 11% of our total net sales in [removed: 2022.][added: 2023.]

[removed: Security Breaches] [added: Cyber Attacks] and Other Disruptions or Misuse of Information Systems We Rely Upon Could Affect Our Ability to Conduct Our Business Effectively.

[removed: Despite our security measures as well as those of our business partners and third-party service providers, the information systems we rely upon may be] vulnerable to interruption or damage from [removed: computer hackings,] [added: cyber attacks,] computer viruses, worms or other destructive or disruptive software, process breakdowns, denial of service attacks, malicious social engineering or other malicious activities, or any combination thereof.

[added: 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: 2022,] [added: 2023,] we had goodwill of [removed: $186.3] [added: $222.1] million on our Consolidated Balance Sheet.

In such case, our results of operations and profitability may be negatively impacted, making us less competitive and potentially causing us to lose market share.

This inability to fully meet demand would be exacerbated if a single-location production facility is disrupted due to a climate-related disaster, pandemic, geopolitical political instability, or war, among other things.

selling certain of our products.

In addition, as of December 31, 2023, approximately 29% of our core workforce locations (excluding employees related to the European businesses), were unionized.

For example, disruptions have occurred due to the COVID-19 pandemic, supplier capacity constraints, labor shortages, port congestion, logistical problems and other issues.

Some of these disruptions have resulted in supply chain constraints affecting our business including our ability to timely produce and ship our products.

Further, due to the increasing focus on climate change, we may face adverse reputational risks due to our products and manufacturing operations consuming energy or using refrigerants and hydroflurocarbons.

If we are unable to satisfy the increasing environmental, social, and governance (“ESG”)-related expectations of certain stakeholders, we may suffer reputational harm, which may cause our stock price to decrease or cause certain investors and financial institutions not to purchase our securities or provide us with capital or credit on favorable terms, which may cause our cost of capital to increase.

In addition, we may not be able to achieve our goals related to our ESG initiatives, which are and will continue to be impacted by many variables, such as a tight labor market, challenging economic environment, changes to our operations, and changes to our portfolio of businesses via acquisitions or divestitures.

Moreover, we may determine that it is in our best interest, and in the best interest of our shareholders, to prioritize other business, social, governance, or sustainable investments over the achievement of our current ESG initiatives.

A failure or perceived failure by us in this regard may damage our reputation and adversely affect our results of operations and financial position.

Changes in Tax Legislation Could Adversely Impact our Future Profitability.

We are subject to income taxes in the United States and many foreign jurisdictions.

Tax laws and regulations are continuously evolving with corporate tax reform, base-erosion efforts, global minimum tax, and increased transparency continuing to be high priorities in many tax jurisdictions in which we operate.

We continue to monitor new tax legislation or other developments since significant changes in tax legislation, or in the interpretation of existing legislation, could materially and adversely affect our financial condition and operating results.

Certain countries in which we have operations have implemented, or are in the process of implementing, legislation or practices inspired by the base erosion and profit shifting project undertaken by the Organization for Economic Co-operation and Development (“OECD”).

In December 2021, the OECD issued its guidance on the Global Anti-Base Erosion (“GloBE”) rules with the purpose of ensuring multinational companies pay a minimum level tax on the income generated in each of the jurisdictions where they operate (“Pillar Two”).

In December 2022, the European Council attained a consensus on Pillar Two to implement a global minimum corporate tax rate of 15%, and many European Union and G20 countries have specified their plan to adhere to the OECD guidelines starting in 2024.

We are continuing to evaluate the potential impact on future periods of the Pillar Two framework, pending legislative adoption by individual countries, as such changes could result in an increase in our effective tax rate.

Further, the increased scrutiny on international tax and continuous changes to countries’ tax legislation may also affect the policies and decisions of tax authorities with respect to certain income tax and transfer pricing positions taken by the Company in prior or future periods.

Resulting changes in tax reserves due to challenges by tax authorities to our historic or future tax positions and transfer pricing policies could also significantly adversely impact our future effective tax rate.

For more information, see Note 12 in the Notes to our Consolidated Financial Statements.

Our product warranty liability was $142.8 million as of December 31, 2023.

The Company’s business may be materially and adversely impacted by changes in U.S. or global economic conditions, including recessions, economic downturns, inflation, deflation, interest rates, consumer spending rates, energy availability and commodity prices, and the effects of governmental initiatives to manage economic conditions.

Disruptions in U.S. or global

Extraordinary Events Beyond our Control, Including Conflicts, Wars, Natural Disasters, Public Health Crises, or Terrorist Acts, Could Negatively Impact our Business, Which May Affect our Financial Condition, Results of Operations or Cash Flows.

In the fourth quarter of 2023, we successfully completed the divestiture of our European operations.

Despite our security measures as well as those of our business partners and third-party service providers, the information systems we rely upon may be

Forward-Looking Statements

This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act that are based on information currently available to management as well as management’s assumptions and beliefs as of the date hereof.

All statements, other than statements of historical fact, included in this Annual Report on Form 10-K constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

Forward-looking statements can be identified by the words “may,” “will,” “should,” “plan,” “predict,” “anticipate,” “believe,” “intend,” “estimate” and “expect” and similar expressions.

Statements that are not historical should also be considered forward-looking statements.

Such statements reflect our current views with respect to future events.

Readers are cautioned not to place undue reliance on these forward-looking statements.

We believe these statements are based on reasonable assumptions; however, such statements are inherently subject to risks and uncertainties, including but not limited to the specific uncertainties discussed elsewhere in this Annual Report on Form 10-K and the risk factors set forth in Item 1A.

Risk Factors in this Annual Report on Form 10-K.

These risks and uncertainties may affect our performance and results of operations.

Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may differ materially from those in the forward-looking statements.

We disclaim 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 unless required by law.

Risk Factors

advantages.

These concerns have decreased the pool of available qualified talent for certain functions.

In addition, as of December 31, 2022, approximately 23% of our workforce, including international locations, was unionized.

Volatility in Capital Markets Could Necessitate Increased Cash Contributions by Us to Our Pension Plans to Maintain Required Levels of Funding.

Volatility in the capital markets may have a significant impact on the funding status of our defined benefit pension plans.

If the performance of the capital markets depresses the value of our defined benefit pension plan assets or increases the liabilities, we would be required to make additional contributions to the pension plans.

The amount of contributions we may be required to make to our pension plans in the future is uncertain and could be significant, which may have a material adverse effect on our results of operations.

We generally

The ongoing COVID-19 pandemic has resulted in increased global supply chain constraints and disruption to the operations of certain of our suppliers and we cannot predict the duration or severity of current supply-chain issues, including increased input material costs and component shortages, delivery disruptions and delays, and inflation.

In addition, availability under our asset securitization agreement may be adversely impacted by credit quality and performance of our customer accounts receivable.

The availability under our asset securitization agreement is based on the amount of accounts receivable that meet the eligibility criteria of the asset securitization agreement.

If receivable losses increase or credit quality deteriorates, the amount of eligible receivables could decline and, in turn, lower the availability under the asset securitization.

The COVID-19 Pandemic Has Disrupted Our Business Operations and Results of Operations.

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

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

We cannot predict whether any of our manufacturing, operational, or distribution facilities will experience any future disruptions, or how long such disruptions would last.

There remains uncertainty regarding how COVID-19 will impact the economy and our results in the future.

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

The demand for our products and services is seasonal and [added: can be] significantly impacted by the weather.

In addition to weather, demand for our products and services is influenced by national and regional economic and demographic factors, such as interest rates, the availability of financing, regional population and employment trends, new construction, general economic conditions and [removed: consumer spending habits and confidence.]

The principal raw materials used in our manufacturing processes are steel, [removed: copper] [added: aluminum] and [removed: aluminum.][added: copper.]

We seek to mitigate the impact of [added: certain] commodity price volatility through a combination of pricing actions, vendor contracts, improved production efficiency and cost reduction initiatives.

- Net sales increased [removed: $524] [added: $264] million, or [removed: 13%,] [added: 6%,] to [removed: $4,718] [added: $4,982] million in [removed: 2022] [added: 2023] from [removed: $4,194] [added: $4,718] million in [removed: 2021.][added: 2022.]

- Operating income in [removed: 2022] [added: 2023] was [removed: $656] [added: $790] million compared to [removed: $590] [added: $656] million in [removed: 2021.][added: 2022.]

- Net income in [removed: 2022] [added: 2023] increased to [removed: $497] [added: $590] million from [removed: $464] [added: $497] million in [removed: 2021.][added: 2022.]

- We generated [removed: $302] [added: $736] million of cash flow from operating activities in [removed: 2022] [added: 2023] compared to [removed: $516] [added: $302] million in [removed: 2021.][added: 2022.]

| | | | [removed: 2022] [added: 2023] | | | | | | | | | | | | [removed: 2021] [added: 2022] | | | | | | | | | | | | [removed: 2020] [added: 2021] | | | | | | | | |

| Net sales | | | $ | [removed: 4,718.4] [added: 4,981.9] | | | | | 100.0 | | % | | | | $ | [removed: 4,194.1] [added: 4,718.4] | | | | | 100.0 | | % | | | | $ | [removed: 3,634.1] [added: 4,194.1] | | | | | 100.0 | | % |

| Cost of goods sold | | | [removed: 3,433.7] [added: 3,434.1] | | | | | | [removed: 72.8] [added: 68.9] | | % | | | | [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] | | % |

| Gross profit | | | [removed: 1,284.7] [added: 1,547.8] | | | | | | [removed: 27.2] [added: 31.1] | | % | | | | [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] | | % |

| Selling, general and administrative expenses | | | [removed: 627.2] [added: 705.5] | | | | | | [removed: 13.3] [added: 14.2] | | % | | | | [removed: 598.9] [added: 627.2] | | | | | | [removed: 14.3] [added: 13.3] | | % | | | | [removed: 555.9] [added: 598.9] | | | | | | [removed: 15.3] [added: 14.3] | | % |

| Losses (gains) and other expenses, net | | | [removed: 4.9] [added: 8.5] | | | | | | [removed: 0.1] [added: 0.2] | | % | | | | [removed: 9.2] [added: 4.9] | | | | | | [removed: 0.2] [added: 0.1] | | % | | | | [removed: 7.4] [added: 9.2] | | | | | | 0.2 | | % |

| Restructuring charges | | | [removed: 1.5] [added: 3.1] | | | | | | [removed: —] [added: 0.1] | | % | | | | [removed: 1.8] [added: 1.5] | | | | | | — | | % | | | | [removed: 10.8] [added: 1.8] | | | | | | [removed: 0.3] [added: —] | | % |

| Income from equity method investments | | | [removed: (5.1)] [added: (8.5)] | | | | | | [removed: (0.1)] [added: (0.2)] | | % | | | | [removed: (11.8)] [added: (5.1)] | | | | | | [removed: (0.3)] [added: (0.1)] | | % | | | | [removed: (15.6)] [added: (11.8)] | | | | | | [removed: (0.4)] [added: (0.3)] | | % |

| Operating income | | | $ | [removed: 656.2] [added: 790.1] | | | | | [removed: 13.9] [added: 15.9] | | % | | | | $ | [removed: 590.3] [added: 656.2] | | | | | [removed: 14.1] [added: 13.9] | | % | | | | $ | [removed: 478.5] [added: 590.3] | | | | | [removed: 13.2] [added: 14.1] | | % |

| Net income | | | $ | [removed: 497.1] [added: 590.1] | | | | | [removed: 10.5] [added: 11.8] | | % | | | | $ | [removed: 464.0] [added: 497.1] | | | | | [removed: 11.1] [added: 10.5] | | % | | | | $ | [removed: 356.3] [added: 464.0] | | | | | [removed: 9.8] [added: 11.1] | | % |

Net sales increased [removed: 13%] [added: 8%] in 2022 compared to [removed: 2021, driven by higher price of 10%,] [added: 2021 due to an increase in] product mix of [removed: 2%,] [added: 9%] and [removed: 2% higher sales volume.][added: an increase in price of 5%.]

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

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

| Realized losses (gains) on settled future contracts | | | $ | 0.1 | | | | | $ | [removed: (1.2)] [added: 0.1] | |

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

| Net change in unrealized (gains) losses on unsettled futures contracts | | | [removed: 0.4] [added: (0.1)] | | | | | | [removed: —] [added: 0.4] | | |

| [removed: (Gains) losses] [added: Losses (gains)] and other expenses, net (pre-tax) | | | $ | [removed: 4.9] [added: 8.5] | | | | | $ | [removed: 9.2] [added: 4.9] | |

The net change in unrealized [added: (gains)] losses on unsettled futures contracts was due to changes in commodity prices relative to the unsettled futures contract prices.

The charges incurred related to the COVID-19 pandemic related primarily to facility cleaning costs and sanitization supplies to [removed: ensure] [added: support] the health and safety of our employees.

The decrease [removed: is] [added: was] due to lower operating results at the investees due to higher material costs.

The following table presents our [removed: Residential Heating & Cooling] [added: Home Comfort Solutions] segment’s net sales and profit for 2022 and 2021 (dollars in millions):

[removed: Residential Heating & Cooling net] [added: 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 [added: favorable] product mix.

The following table presents our [removed: Commercial Heating & Cooling] [added: Building Climate Solutions] segment’s net sales and profit for 2022 and 2021 (dollars in millions):

[removed: Commercial Heating & Cooling net] [added: Net] sales increased [removed: 4%] [added: 18%] in [removed: 2022] [added: 2023] compared to [removed: 2021] [added: 2022 primarily] due to an [added: 11%] increase in [removed: price of 7%] [added: price, a 4% increase in product mix, a 2% increase in sales volume] and [removed: 7%] [added: 1%] from [removed: product mix.][added: our acquisition of AES.]

Partially offsetting these increases [removed: were] [added: was] lower sales volume of [removed: 9% and unfavorable foreign currency of 1%.][added: 6%.]

Segment profit in 2022 decreased [removed: $30] [added: $2] million compared to 2021 due to [removed: $28] [added: $30] million from [added: higher] factory inefficiencies, [removed: $25] [added: $29] million [removed: from] [added: in higher component costs, $23 million in higher commodity costs, $22 million in] lower sales volume, $21 million from higher [removed: component costs, $20 million from higher] other product costs including LIFO, [removed: $13 million from higher commodity costs, $8] [added: $16] million [removed: from] [added: in] higher SG&A costs, [removed: and $2] [added: $4] million from higher freight and distribution [removed: charges.][added: costs and $2 million from miscellaneous other items.]

Partially offsetting these decreases [removed: were $61 million from higher price, $24] [added: was an increase in price of $107 million, $36] million [removed: from favorable] [added: increase in] product mix, [removed: and $2] [added: $1] million [removed: from] [added: in] lower product warranty [removed: costs.][added: costs and $1 million in favorable foreign currency translation.]

The following table presents our [removed: Refrigeration] [added: Corporate and Other] segment’s net sales and [removed: profit] [added: loss] for 2022 and 2021 (dollars in millions):

| % of net sales | | | [removed: 12.7] [added: 22.5] | | % | | | | [removed: 8.9] [added: 12.7] | | % | | | | | | | | | | | | |

Net sales increased [removed: 12%] [added: 13%] in 2022 compared to 2021 [removed: due to a 13% increase in price, 3% increase in sales volume,] [added: as favorable price of 10%, favorable product mix of 2%] and [added: 2% from higher sales volume were partially offset by] 1% from [removed: product mix.][added: unfavorable foreign currency.]

Segment profit in [removed: 2022] [added: 2023] increased [removed: $30] [added: $178] million compared to [removed: 2021] [added: 2022 primarily] due to [removed: $70] [added: $147] million from [removed: higher] [added: favorable] price, [removed: $7] [added: $47] million from favorable product [removed: mix,] [added: mix] and [removed: $7] [added: $9] million from [removed: higher sales volume.][added: lower commodity costs.]

Partially offsetting these [added: margin] increases were [removed: $17 million from higher commodity costs, $12 million from higher component costs, $12 million from higher SG&A, $7 million from factory inefficiencies, $4 million] [added: 70 bps] from higher [removed: freight and] distribution costs, [removed: and $2 million] [added: 50 bps] from higher other product [added: costs including LIFO and 30 bps from higher component] costs.

Forward-Looking Statements

This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act that are based on information currently available to management as well as management’s assumptions and beliefs as of the date hereof.

All statements, other than statements of historical fact, included in this Annual Report on Form 10-K constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

Forward-looking statements can be identified by the words “may,” “will,” “should,” “plan,” “predict,” “anticipate,” “believe,” “intend,” “estimate” and “expect” and similar expressions.

Statements that are not historical should also be considered forward-looking statements.

Such statements reflect our current views with respect to future events.

Readers are cautioned not to place undue reliance on these forward-looking statements.

We believe these statements are based on reasonable assumptions; however, such statements are inherently subject to risks and uncertainties, including but not limited to the specific uncertainties discussed elsewhere in this Annual Report on Form 10-K and the risk factors set forth in Item 1A.

Risk Factors in this Annual Report on Form 10-K.

These risks and uncertainties may affect our performance and results of operations.

Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may differ materially from those in the forward-looking statements.

We disclaim 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 unless required by law.

The following are some of the factors that could cause actual results to differ materially from those expressed or implied in forward-looking statements:

- competition in the HVACR business;

- our ability to successfully develop and market new products or execute our business strategy, including the implementation of price increases for products and services;

- our ability to meet and anticipate customer demands;

- our ability to continue to license or enforce our intellectual property rights;

- our ability to attract, motivate, develop and retain our employees, as well as labor relations problems;

- a decline in new construction activity and related demand for our products and services;

- the impact of weather on our business;

- the impact of higher raw material prices and significant supply interruptions;

- changes in environmental and climate-related legislation or government regulations or policies;

- changes in tax legislation;

- the impact of new or increased trade tariffs;

- warranty, intellectual property infringement, product liability and other claims;

- litigation risks;

- general economic conditions in the United States and abroad;

- extraordinary events beyond our controls, such as conflicts, wars, natural disasters, public health crises, or terrorist acts;

- foreign currency fluctuations and changes in local government regulation associated with our international operations;

- cyber attacks and other disruptions or misuse of information systems;

- our ability to successfully realize, complete and integrate acquisitions; and

- impairment of the value of our goodwill.

We operate in two reportable business segments of the HVACR industry, Home Comfort Solutions and Building Climate Solutions.

In addition to the two major business segments, Corporate and Other is also reported as a segment.

In fourth quarter 2023, we completed the sale of our European businesses.

consumer spending habits and confidence.

- Diluted earnings per share was $16.54 per share in 2023 compared to $13.88 per share in 2022.

- We returned $153 million to shareholders through dividend payments in 2023.

- We received $23 million in net proceeds from the sale of our European businesses in 2023.

- We purchased AES, a company dedicated to service and sustainability in the light commercial market, for $95 million in 2023.

We operate in three reportable business segments of the heating, ventilation, air conditioning and refrigeration (“HVACR”) industry.

Our reportable segments are Residential Heating & Cooling, Commercial Heating & Cooling, and Refrigeration.

*Impact of COVID-19 Pandemic*

A novel strain of coronavirus (“COVID-19”) has surfaced and spread around the world.

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

We cannot predict whether any of our manufacturing, operational or distribution facilities will experience any future disruptions, or how long such disruptions would last.

It also remains unclear how various national, state, and local governments will react if new variants of the virus spread.

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

*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.

- Diluted earnings per share from continuing operations were $13.88 per share in 2022 compared to $12.39 per share in 2021.

- In 2022, we returned $142 million to shareholders through dividend payments and we used $300 million to purchase 1.3 million shares of stock under our Share Repurchase Plans.

The Residential Heating & Cooling segment performed well in 2022, with a 15% increase in net sales and a $57 million increase in segment profit compared to 2021 primarily due to higher price and sales volumes.

Our Commercial Heating & Cooling segment saw an increase in net sales of 4% and a $30 million decrease in segment profit compared to 2021 primarily

due to increased product costs.

Sales in our Refrigeration segment increased 12% and segment profit increased $30 million compared to 2021 primarily due to higher price and sales volumes.

| Loss from natural disasters, net of insurance recoveries | | | — | | | | | | — | | % | | | | — | | | | | | — | | % | | | | 3.1 | | | | | | 0.1 | | % |

| Loss from discontinued operations | | | — | | | | | | — | | % | | | | — | | | | | | — | | % | | | | (0.8) | | | | | | — | | % |

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

*Residential Heating & Cooling*

*Commercial Heating & Cooling*

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

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

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

*Refrigeration*

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

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

Partially offsetting these increases was unfavorable foreign currency of 5%.

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.

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.

The European portfolio realized net sales of $234 million in 2022 and $230 million in 2021 and generated losses of $3 million and $5 million for 2022 and 2021, respectively.

Net sales increased 15% in 2021 compared to 2020, driven by higher sales volumes of 11% and an improved combined price and mix of 4%.

The increases in volume, price and mix were due to strong demand across all three of our business segments.

Gross profit margin decreased 180 bps from higher commodity costs, 90 bps from other product costs, 20 bps from higher freight and distribution costs, and 10 bps for lower factory efficiency.

Partially offsetting these cost increases was 270 bps from favorable combined price and mix.

| | | | 2021 | | | | | | 2020 | | |

References in this Annual Report on Form 10-K to “we,” “our,” “us,” [added: “Lennox,”] “LII” or the “Company” refer to Lennox International Inc. and its subsidiaries, unless the context requires otherwise.

[removed: Shown in the table below are our] [added: Our] three business segments, [added: Home Comfort Solutions (formerly known as Residential Heating & Cooling), Building Climate Solutions (formerly known as Commercial Heating & Cooling) and Corporate and Other,] the key products, services and well-known product and brand names within each segment and net sales in [removed: 2022] [added: 2023] by [removed: segment.][added: segment are shown in the table below.]

Segment financial data for [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020,] [added: 2021,] 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: 2022] [added: 2023] Net Sales (in millions) | | |

| [removed: Residential Heating & Cooling] [added: Home Comfort Solutions] | | | | | | 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, [removed: iComfort] [added: iComfort,] ComfortSense and Lennox Stores | | | | | | $ | [removed: 3,198.3] [added: 3,222.9] | |

In November 2022, we announced the decision to explore strategic alternatives for our European commercial [removed: HVAC] [added: heating, ventiliation] and [added: air conditioning (“HVAC”) and] refrigeration businesses, which represent approximately 5% of our annual revenues.

[removed: We will continue to invest] [added: Beginning] in [added: 2023,] our Heatcraft Worldwide Refrigeration business [removed: which will become] [added: became] part of the [removed: Commercial Heating & Cooling] [added: Building Climate Solutions] segment [removed: beginning in 2023] and the European portfolio [removed: will be] [added: is] presented with Corporate and [removed: Other beginning in 2023 until disposition.][added: Other.]

As we [removed: will manage] [added: have managed] the businesses in this manner beginning in 2023, we [removed: will present] [added: have presented] the financial results of the revised segments beginning in 2023.

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

[added: *Heating and Cooling Products.*] 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, distribution, churches and schools.

Our product offerings for these applications include rooftop units ranging from 2 to [removed: 50] [added: 30] tons of cooling capacity and split system/air handler combinations, which range from 1.5 to 20 tons of cooling capacity.

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

[added: *Refrigeration Products.*] We manufacture and market equipment for the [removed: global] commercial refrigeration markets under the Heatcraft Worldwide Refrigeration name.

[removed: We] routinely provide application engineering for consulting engineers, contractors, store planners, end customers and others to support the sale of commercial refrigeration products.

[removed: In Europe, we manufacture] [added: We manufactured] and [removed: sell] [added: sold] unitary HVAC products, which [removed: range] [added: ranged] from 2 to 70 tons of cooling capacity, and applied systems with up to 200 tons of cooling capacity.

Our European products [removed: consist] [added: consisted] of small package units, rooftop units, chillers, air handlers and fan coils that [removed: serve] [added: served] medium-rise commercial buildings, shopping malls, other retail and entertainment buildings, institutional applications and other field-engineered applications.

We [removed: manufacture] [added: manufactured] heating and cooling products in several locations in Europe and [removed: market] [added: marketed] these products through both direct and indirect distribution [removed: channels in Europe, the United Kingdom, Eastern Europe, Turkey, Africa, and the Middle East.][added: channels.]

We also [removed: manufacture] [added: manufactured] and [removed: market] [added: marketed] refrigeration products including condensing units, unit coolers, air-cooled condensers, fluid coolers, compressor racks and industrial process chillers.

We [removed: have] [added: had] manufacturing locations in Germany, France and Spain.

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

We are focused on expanding our market position primarily through organic growth while [removed: leveraging] [added: managing prices and] costs to drive margin expansion and higher [removed: profit.][added: profits.]

We operate manufacturing facilities [removed: worldwide] [added: in North America] and utilize the best available manufacturing techniques based on the needs of our businesses, including the use of lean manufacturing and principles of Six Sigma, a disciplined, data-driven approach and methodology for improving quality.

We [removed: rely on] [added: partner with] various suppliers to [removed: furnish] [added: procure] the raw materials and components used in the manufacturing of our products.

[removed: To maximize our buying effectiveness in the marketplace, we have] [added: We utilize] a central strategic sourcing group that consolidates purchases of certain materials, components and indirect items across business [removed: segments.][added: segments to maximize our purchasing strength.]

The goal of the strategic sourcing group is to develop global strategies for a given component [removed: group, concentrate purchases with three to five suppliers and develop] [added: group that focuses on developing] long-term relationships [removed: with these vendors.][added: that provide significant value to our businesses.]

We operate [removed: a global] [added: an] engineering and technology organization that focuses on new technology invention, product development, product quality improvements and process enhancements, including our development of next-generation control systems as well as heating and cooling products that include some of the most efficient products in their respective categories.

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

The following are some of the companies we view as significant competitors in each of our [removed: three] business segments, with relevant brand names, when different from the company name, shown in parentheses.

- [removed: Residential Heating] [added: *Heating] & Cooling [added: Products*] - Carrier Global Corporation (Carrier, Bryant, Payne, Tempstar, Comfortmaker, Heil, Arcoaire, KeepRite, Day & Night); Trane Technologies plc (Trane, American Standard, Ameristar, Oxbox, RunTru); Paloma Industries, Inc. (Rheem, Ruud, Weather [removed: King);] [added: King, Friedrich);] Johnson Controls, Inc. (York, Luxaire, [removed: Coleman);] [added: Coleman, Champion);] Daikin Industries, Ltd. (Daikin, Goodman, Amana, GMC); and Melrose Industries PLC (Maytag, Westinghouse, Frigidaire, Tappan, Philco, Kelvinator, Gibson, Broan, NuTone).

- [removed: Commercial Heating] [added: *Heating] & Cooling [added: Products*] - Carrier Global Corporation (Carrier, ICP Commercial); Trane Technologies plc (Trane); Paloma Industries, Inc. (Rheem, Ruud); Johnson Controls, Inc. (York); Daikin Industries, Ltd. (Goodman, McQuay); Melrose Industries PLC (Mammoth); and AAON, Inc.

- [removed: Refrigeration] [added: *Refrigeration Products*] - Hussmann Corporation; Paloma Industries, Inc. (Rheem Manufacturing Company (Heat Transfer Products Group)); Emerson Electric Co. (Copeland); Carrier Global Corporation (Carrier); GEA Group (Kuba, Searle, Goedhart); Alfa Laval; Guntner GmbH; Kelvion - Profroid (Carrier); Panasonic Corp. (Sanyo); Technotrans; and Deltatherm.

Management strives to maintain the right number of employees with the necessary skills to match the expected demand for the products [removed: we manufacture] and [removed: distribute.][added: services we deliver.]

As of December 31, [removed: 2022,] [added: 2023,] we employed approximately [removed: 13,200] [added: 12,600] people.

Of these employees, approximately [removed: 5,100] [added: 4,800] were salaried and [removed: 8,100] [added: 7,800] were hourly.

Approximately [removed: 3,000] [added: 3,600] of our employees, including international locations, are represented by unions.

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

Our compensation package consists of three primary benefits: pay (base pay and incentive [removed: programs),] [added: programs linked to our short-term and long-term business goals),] health and welfare benefits, and retirement contributions.

We analyze our compensation and benefits programs annually to [removed: ensure we] remain competitive and make changes as necessary.

[removed: One example is our “Career Journey” program which provides employees with] engaging tools [added: and resources] enabling them to reflect on skills and interests, [added: maintain an individual development plan,] and explore a variety of potential career paths.

In addition to training and development [removed: programs] [added: programs,] we [added: regularly conduct succession planning reviews and] have [removed: a] robust performance review and goal setting [removed: process] [added: processes] for all employees.

| Building Climate Solutions | | | | | | Unitary heating and air conditioning equipment, applied systems, controls, installation and service of commercial heating and cooling equipment, variable refrigerant flow commercial products, curb, curb adapters, drop box diffusers, HVAC recycling and salvage service, condensing units, unit coolers, fluid coolers, air cooled condensers, air handlers, process chillers, controls, compressorized racks | | | | | | Lennox, Model L, CORE, Enlight, Xion, Energence, Prodigy, Strategos, Raider, Lennox VRF, Lennox National Account Services, Allied Commercial, Elite, AES Industries, AES Mechanical, AES Reclaim, Heatcraft Worldwide Refrigeration,, Bohn, MAGNA, Larkin, Climate Control, Chandler Refrigeration, Frigua-Bohn, IntelliGen and Interlink | | | | | | 1,511.4 | | |

| Corporate and Other | | | | | | Unitary heating and air conditioning equipment, chillers, air handlers, fan coils, fluid coolers, compressor racks | | | | | | Lennox (Europe HVAC), HK Refrigeration, Hyfra | | | | | | 247.6 | | |

| | | | | | | | | | | | | Total | | | | | | $ | 4,981.9 | |

In the fourth quarter of 2023, we successfully completed the divestiture of our European operations.

*Home Comfort Solutions*

*Building Climate Solutions*

In 2023, we successfully updated our line of commercial HVAC equipment to comply with the latest energy conservation standard from the U.S. Department of Energy.

*AES*.

On October 25, 2023, we announced the acquisition of substantially all of the assets of AES Industries, Inc. and AES Mechanical Service Group, Inc. (collectively, “AES”) to the Building Climate Solutions segment.

AES is a company dedicated to service and sustainability in the light commercial markets across North America.

AES manufactures curb, curb adapters, drop box diffusers and also offers HVAC recycling and salvage service, as well as focusing on multi-facility HVAC replacement for expired mechanical assets.

We

*Corporate and Other*

The Corporate and Other segment included the results of our European operations.

In the fourth quarter of 2023, we successfully completed the divestiture of our European operations.

We have implemented a self-help transformation plan, which has been steering our current success, that is structured around three phases over the next several years.

*Differentiated Growth.* We are investing in our sales force to expand customer touchpoints, enhancing the overall customer experience through digital innovations and anticipating improved output from our new commercial HVAC factory in Mexico.

Additionally, we aim to increase the attachment rate for parts and accessories, ensuring a holistic experience for our customers.

*Resilient Profit Margins*.

We are committed to driving resilient margins.

This involves maintaining pricing excellence, leveraging greater productivity from volume recovery, realizing material cost reductions, and reaping the mix benefits of transitioning to the new R454B product.

These actions collectively fortify our financial position and solidify our sustainable competitive advantage.

*Execution Management*.

We will leverage the Lennox Unified Management System to streamline our operations and set clear priorities.

A focused strategy, investments in heat pump growth, and enhancements to our distribution network further exemplify our commitment to consistent management execution.

Our strategic sourcing group is focused on selecting partners that offer a competitive total cost, industry leading quality, and consistent on time delivery.

We own a minority equity interest in a joint venture that manufactures compressors for our residential and commercial heating and cooling, and refrigeration businesses to help provide the necessary supply to meet customer needs.

Home Comfort Solutions

Building Climate Solutions

The Compensation & Human Resources Committee of the Board of Directors is tasked with reviewing LII’s human capital management strategy and talent initiatives, including employee diversity, equity, and inclusion and succession planning.

Additionally, the Public Policy Committee of the Board oversees employee health and safety issues.

The committees also report to the full Board on these key employee matters.

Further information on our sustainability commitment is available on our website.

One example is our “Career Journey” program which provides employees with

In 2020, in response to a global agreement to reduce greenhouse gasses, the bipartisan American Innovation and Manufacturing Act gave the U.S. Environmental Protection Agency (“EPA”) authority to regulate HFCs and begin the phase down of refrigerants with a higher global warming potential (GWP).

The EPA mandated that manufacturers transition to refrigerants with a GWP of 700 or less by January 1, 2025, for most commercial and residential HVAC products.

Transition planning to lower GWP refrigerants for HVACR products is underway.

All HVACR products and

| Michael Quenzer | | | 46 | | | Executive Vice President, Chief Financial Officer | | |

| Joe Nassab | | | 56 | | | Executive Vice President & President, Building Climate Solutions | | |

| 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 | | | | | | 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 | | | | | | 619.4 | | |

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

*Residential Heating & Cooling*

*Commercial Heating & Cooling*

*North America*.

*Refrigeration*

*International*.

venture’s distribution network.

This strategy is supported by the following four strategic priorities:

*Innovative Product and System Solutions.* In all of our markets, we are building on our heritage of innovation by developing residential and 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 engineering capabilities, purchasing power and sourcing initiatives to expand the use of lower-cost materials and components that meet our high-quality standards.

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

Additionally, we provide enhanced dealer support through the use of technology, training, advertising and merchandising.

*Expense Reduction.* Through our cost management initiatives, we are optimizing operating, manufacturing and administrative costs.

By developing these strategies and relationships, we seek to leverage our material needs to reduce costs and improve financial and operating performance.

Our strategic sourcing group also works with selected suppliers to reduce costs, improve quality and delivery performance by employing lean manufacturing and Six Sigma.

We own a minority equity interest in a joint venture that manufactures compressors.

This joint venture provides us with compressors for our residential and commercial heating and cooling, and refrigeration businesses.

Further information is available in our Environmental Social and Governance (ESG) report available on our website.

In response to the COVID-19 pandemic, we have taken extensive actions that are aligned with the World Health Organization and Centers for Disease Control and Prevention to protect the health and safety of our workers.

These concerns have decreased the pool of available qualified talent for certain functions.

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

| Joe Nassab | | | 55 | | | Executive Vice President & President LII North America Commercial Heating & Cooling | | |

*Douglas L.

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

Most recently he served as Executive Vice President, President and Chief Operating Officer of LII’s Residential Heating & Cooling segment in October 2006.

Mr. Young had previously served as Vice President and General Manager of North American Residential Products since 2003 and as Vice President and General Manager of Lennox North American Residential Sales, Marketing, and Distribution from 1999 to 2003.

Prior to his career with 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.

He holds a BSBA from Creighton University and a master’s of science in management from Purdue University.

Mr. Young serves on the Board of Directors of Beacon Roofing Supply, a general building material distributor and is a past Chairman of the Board of Directors of AHRI (the Air-Conditioning, Heating, and Refrigeration Institute), the trade association for the HVACR and water heating equipment industries.

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

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

For the fiscal year ended December 31, [removed: 2022][added: 2023]

[removed: Securities] [added: Securities] Registered Pursuant to Section 12(g) of the Act: [removed: None][added: None]

| Large Accelerated Filer | | | \[X\] | | | [added: Accelerated Filer] | | | [removed: Accelerated] [added: \[ \] | | | Non-Accelerated] Filer | | | \[ \] | | |

| [removed: | | |] [added: Smaller Reporting Company] | | | [added: \[ \]] | | | Emerging Growth Company | | | [removed: ☐] [added: \[ \]] | | | [added: | | | | | |]

| 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. \[ \] | | | | | | | | | | | | | | | [added: | | |]

As of June 30, [removed: 2022,] [added: 2023,] the aggregate market value of the common stock held by non-affiliates of the registrant was approximately [removed: $7] [added: $11.6] billion

As of February [removed: 3, 2023,] [added: 6, 2024,] there were [removed: 35,474,054] [added: 35,586,684] shares of the registrant’s common stock outstanding.

Portions of the registrant’s [removed: 2022] [added: 2024] Definitive Proxy Statement to be filed with the Securities and Exchange Commission in connection with the registrant’s [removed: 2022] [added: 2024] Annual Meeting of Stockholders to be held on May [removed: 18, 2023] [added: 16, 2024] are incorporated by reference into Part III of this report.

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| ITEM 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ic79ac4400376408c9ab60a09f4fc5fda_196)] [added: Matters](#i118dbbe062584637bf86c12fd530740c_196)] | | | [removed: [73](#ic79ac4400376408c9ab60a09f4fc5fda_196)] [added: [79](#i118dbbe062584637bf86c12fd530740c_196)] | | |

| ITEM 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ic79ac4400376408c9ab60a09f4fc5fda_199)] [added: Independence](#i118dbbe062584637bf86c12fd530740c_199)] | | | [removed: [74](#ic79ac4400376408c9ab60a09f4fc5fda_199)] [added: [79](#i118dbbe062584637bf86c12fd530740c_199)] | | |

| ITEM 14. | | | [Principal [removed: Accounting Fees] [added: Account](#i118dbbe062584637bf86c12fd530740c_202)[ant](#i118dbbe062584637bf86c12fd530740c_202) [Fees] and [removed: Services](#ic79ac4400376408c9ab60a09f4fc5fda_202)] [added: Services](#i118dbbe062584637bf86c12fd530740c_202)] | | | [removed: [74](#ic79ac4400376408c9ab60a09f4fc5fda_202)] [added: [79](#i118dbbe062584637bf86c12fd530740c_202)] | | |

| ITEM 15. | | | [Exhibits and Financial Statement [removed: Schedules](#ic79ac4400376408c9ab60a09f4fc5fda_208)] [added: Schedules](#i118dbbe062584637bf86c12fd530740c_208)] | | | [removed: [74](#ic79ac4400376408c9ab60a09f4fc5fda_208)] [added: [79](#i118dbbe062584637bf86c12fd530740c_208)] | | |

| ITEM 16. | | | [Form 10-K [removed: Summary](#ic79ac4400376408c9ab60a09f4fc5fda_214)] [added: Summary](#i118dbbe062584637bf86c12fd530740c_214)] | | | [removed: [77](#ic79ac4400376408c9ab60a09f4fc5fda_214)] [added: [82](#i118dbbe062584637bf86c12fd530740c_214)] | | |

| | | | [removed: [SIGNATURES](#ic79ac4400376408c9ab60a09f4fc5fda_217)] [added: [SIGNATURES](#i118dbbe062584637bf86c12fd530740c_217)] | | | [removed: [78](#ic79ac4400376408c9ab60a09f4fc5fda_217)] [added: [83](#i118dbbe062584637bf86c12fd530740c_217)] | | |

| | | | [removed: SCHEDULE] [added: [SCHEDULE] II - VALUATION AND QUALIFYING ACCOUNTS AND [removed: RESERVES] [added: RESERVES](#i118dbbe062584637bf86c12fd530740c_220)] | | | [removed: [79](#ic79ac4400376408c9ab60a09f4fc5fda_2170)] [added: [84](#i118dbbe062584637bf86c12fd530740c_220)] | | |

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

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

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

For the Fiscal Year Ended December 31, 2023

| ITEM 1C. | | | [Cybersecurity](#i118dbbe062584637bf86c12fd530740c_2134) | | | [14](#i118dbbe062584637bf86c12fd530740c_2134) | | |

| ITEM 6. | | | Reserved | | | [18](#i118dbbe062584637bf86c12fd530740c_37) | | |

| ITEM 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#i118dbbe062584637bf86c12fd530740c_2141) | | | [78](#i118dbbe062584637bf86c12fd530740c_2141) | | |

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

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

| Non-Accelerated Filer | | | \[ \] | | | | | | Smaller Reporting Company | | | ☐ | | |

Auditor Name: KPMG LLP Auditor Location: Dallas, Texas Auditor Firm ID: 185

| ITEM 6. | | | [Selected Financial Data](#ic79ac4400376408c9ab60a09f4fc5fda_37) | | | [17](#ic79ac4400376408c9ab60a09f4fc5fda_37) | | |

Risk Management and Strategy

We manage cybersecurity risk through three core teams: cybersecurity engineering, data privacy, and a security operation center.

These teams are responsible for overseeing data safety during new system and infrastructure deployments, maintaining appropriate cybersecurity controls, and monitoring, documenting and investigating any anomalies affecting employees, suppliers, and customers.

Our IT security controls are designed to align with the NIST (National Institute of Standards and Technology) standard and are tested on an ongoing basis.

These controls and procedures include cybersecurity risks associated with third-party service providers.

For instance, we conduct risk and compliance assessments of third-party service providers that request access to our information assets.

To support our internal risk management structure, we use third-party specialists to monitor for emerging threats, conduct vulnerability scans and analysis including simulated hacker attacks, and audit our cybersecurity framework.

We also maintain an information security risk insurance policy in the event of a security breach.

Our internal audit function provides independent assessment and assurance on the overall operations of our cybersecurity programs and the supporting control frameworks.

Leadership receives training on how to respond to ransomware events and participates in breach simulations at least once a year.

Additionally, employees throughout the organization support LII’s risk management efforts by participating in mandatory cybersecurity training at least once a year, ongoing awareness campaigns, and quarterly simulated phishing attempts.

LII has not experienced any material cybersecurity incidents within the last three years.

However, as described in Item 1A, “Risk Factors,” 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.

Governance

Our Chief Technology Officer is responsible for overseeing cybersecurity and reports to the Board of Directors twice a year on our cybersecurity tactical responses and strategic roadmap.

The entire Board of Directors reviews significant cybersecurity risks and works with the Audit Committee to address these issues.

At the management level, our Data Protection & Cybersecurity Steering Committee (“DPCSC”) meets on a quarterly basis.

The DPCSC includes representatives from communications, ethics and compliance, human resources, information technology, corporate audit, legal, risk, privacy, and sourcing.

This committee is responsible for overseeing LII’s data protection and cybersecurity policies and procedures.

These cybersecurity policies and procedures include an IT security and privacy incident response plan to notify the appropriate parties in a timely manner, including our Chief Technology Officer, our Disclosure Committee, and our Board of Directors.

Our Chief Technology Officer has served in the role since 2008, and has more than 15 years of experience in developing and executing large enterprise data privacy and cyber security roadmaps at publicly-traded companies.

He holds undergraduate and graduate degrees in engineering.

Our Vice President, Information Technology, has served in the role since 2003, and has more than 35 years of cybersecurity experience.

He holds an undergraduate degree in computer science.

The following chart lists our principal domestic and international manufacturing, distribution and office facilities as of December 31, [removed: 2022] [added: 2023] and indicates the business segment that uses such facilities, the approximate size of such facilities and whether such facilities are owned or leased.

| Saltillo, Mexico | | | [removed: Residential Heating & Cooling] [added: Home Comfort Solutions] | | | Manufacturing & Distribution | | | 1,081 | | | Owned | | |

| Marshalltown, IA | | | [removed: Residential Heating & Cooling] [added: Home Comfort Solutions] | | | Manufacturing & Distribution | | | 1,000 | | | Owned & Leased | | |

| Orangeburg, SC | | | [removed: Residential Heating & Cooling] [added: Home Comfort Solutions] | | | Manufacturing & Distribution | | | 900 | | | Owned & Leased | | |

| Grenada, MS | | | [removed: Residential Heating & Cooling] [added: Home Comfort Solutions] | | | Manufacturing & Distribution | | | 395 | | | Owned & Leased | | |

| Romeoville, IL | | | [removed: Residential Heating & Cooling] [added: Home Comfort Solutions] | | | Distribution & Office | | | 697 | | | Leased | | |

| McDonough, GA | | | [removed: Residential Heating & Cooling] [added: Home Comfort Solutions] | | | Distribution | | | 254 | | | Leased | | |

| Grove City, OH | | | [removed: Residential Heating & Cooling] [added: Home Comfort Solutions] | | | Distribution | | | 279 | | | Leased | | |

| Concord, NC | | | [removed: Residential Heating & Cooling] [added: Home Comfort Solutions] | | | Distribution | | | 248 | | | Leased | | |

| Pittston, PA | | | [removed: Residential Heating & Cooling] [added: Home Comfort Solutions] | | | Distribution | | | 144 | | | Leased | | |

| Harahan, LA | | | [removed: Residential Heating & Cooling] [added: Home Comfort Solutions] | | | Distribution & Office | | | 83 | | | Leased | | |

| North Kansas City, MO | | | [removed: Residential Heating & Cooling] [added: Home Comfort Solutions] | | | Distribution & Office | | | 59 | | | Leased | | |

| West Columbia, SC | | | [removed: Residential Heating & Cooling] [added: Home Comfort Solutions] | | | Research & Development | | | 63 | | | Leased | | |

| Stuttgart, AR | | | [removed: Commercial Heating & Cooling] [added: Building Climate Solutions] | | | Manufacturing | | | 750 | | | Owned | | |

| Jessup, PA | | | [removed: Commercial Heating & Cooling] [added: Building Climate Solutions] | | | Distribution | | | 130 | | | Leased | | |

| DFW Airport, TX | | | [removed: Commercial Heating & Cooling] [added: Building Climate Solutions] | | | Distribution | | | 80 | | | Leased | | |

| Norcross, GA | | | [removed: Commercial Heating & Cooling] [added: Building Climate Solutions] | | | Distribution & Office | | | 95 | | | Leased | | |

| Tifton, GA | | | [removed: Refrigeration] [added: Building Climate Solutions] | | | Manufacturing & Distribution | | | 738 | | | Owned & Leased | | |

| Stone Mountain, GA | | | [removed: Refrigeration] [added: Building Climate Solutions] | | | Manufacturing & Business Unit Headquarters | | | 139 | | | Owned | | |

| Richardson, TX | | | Corporate and [removed: other] [added: Other] | | | Corporate Headquarters | | | [removed: 356] [added: 359] | | | Owned [removed: & Leased] | | |

| Carrollton, TX | | | Corporate and [removed: other] [added: Other] | | | Research & Development | | | [removed: 294] [added: 323] | | | Owned [added: & Leased] | | |

| Chennai, India | | | Corporate and [removed: other] [added: Other] | | | Research & Development & Office | | | [removed: 73] [added: 108] | | | Leased | | |

| Glendale, AZ | | | Home Comfort Solutions | | | Distribution | | | 342 | | | Leased | | |

| Eastvale, CA | | | Home Comfort Solutions & Building Climate Solutions | | | Distribution | | | 377 | | | Leased | | |

| Carrollton, TX | | | Home Comfort Solutions & Building Climate Solutions | | | Distribution | | | 252 | | | Leased | | |

| Brampton, Canada | | | Home Comfort Solutions & Building Climate Solutions | | | Distribution | | | 251 | | | Leased | | |

| Houston, TX | | | Home Comfort Solutions & Building Climate Solutions | | | Distribution | | | 204 | | | Leased | | |

| Orlando, FL | | | Home Comfort Solutions & Building Climate Solutions | | | Distribution | | | 173 | | | Leased | | |

| Middletown, PA | | | Home Comfort Solutions & Building Climate Solutions | | | Distribution | | | 166 | | | Leased | | |

| Lenexa, KS | | | Home Comfort Solutions & Building Climate Solutions | | | Distribution | | | 147 | | | Leased | | |

| East Fife, WA | | | Home Comfort Solutions & Building Climate Solutions | | | Distribution | | | 112 | | | Leased | | |

| Calgary, Canada | | | Home Comfort Solutions & Building Climate Solutions | | | Distribution | | | 145 | | | Leased | | |

| Indianapolis, IN | | | Building Climate Solutions | | | Distribution | | | 69 | | | Leased | | |

| Medley, FL | | | Building Climate Solutions | | | Distribution | | | 70 | | | Leased | | |

| Eastvale, CA | | | Residential & Commercial Heating & Cooling | | | Distribution | | | 377 | | | Leased | | |

| Carrollton, TX | | | Residential & Commercial Heating & Cooling | | | Distribution | | | 252 | | | Leased | | |

| Brampton, Canada | | | Residential & Commercial Heating & Cooling | | | Distribution | | | 251 | | | Leased | | |

| Houston, TX | | | Residential & Commercial Heating & Cooling | | | Distribution | | | 204 | | | Leased | | |

| Orlando, FL | | | Residential & Commercial Heating & Cooling | | | Distribution | | | 173 | | | Leased | | |

| Middletown, PA | | | Residential & Commercial Heating & Cooling | | | Distribution | | | 166 | | | Leased | | |

| Lenexa, KS | | | Residential & Commercial Heating & Cooling | | | Distribution | | | 147 | | | Leased | | |

| East Fife, WA | | | Residential & Commercial Heating & Cooling | | | Distribution | | | 112 | | | Leased | | |

| Calgary, Canada | | | Residential & Commercial Heating & Cooling | | | Distribution | | | 145 | | | Leased | | |

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

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

| Longvic, France | | | Refrigeration | | | Manufacturing | | | 142 | | | Owned | | |

| Longvic, France | | | Refrigeration | | | Distribution | | | 133 | | | Owned | | |

| Burgos, Spain | | | Refrigeration | | | Manufacturing | | | 140 | | | Owned | | |

| Mions, France | | | Refrigeration | | | Research & Development | | | 129 | | | Owned | | |

| Genas, France | | | Refrigeration | | | Manufacturing, Distribution & Offices | | | 111 | | | Owned | | |

As of the close of business on February [removed: 3, 2023,] [added: 6, 2024,] approximately [removed: 544] [added: 510] holders of record held our common stock.

The following graph compares the cumulative total returns of LII’s common stock with the cumulative total returns of the Standards & Poor’s Midcap 400 Index, a broad index of mid-size U.S. companies of which the Company is a part, and with a [added: revised] peer group of U.S. industrial manufacturing and service companies in the HVACR businesses.

The graph assumes that $100 was invested on December 31, [removed: 2017,] [added: 2018,] with dividends reinvested.

[removed: Our peer group includes] AAON, Inc., Comfort Systems USA, Inc., Johnson Controls [removed: Inc.,] [added: International plc,] and Watsco, Inc. [added: represent our previous peer group (“Old Peer Group”).]

[removed: ][added: ]

As of December 31, [removed: 2022,] [added: 2023,] $546 million is available to repurchase shares under the Share Repurchase Plans.

Our revised peer group of AAON, Inc., Carrier Global Corp., Johnson Controls International plc, Trane Technologies plc, and Watsco, Inc. represent our new peer group (“New Peer Group”).

The change from the Old Peer Group to the New Peer Group is being made to better reflect companies relevant to our current business.

We did not repurchase any shares in 2023.

In the fourth quarter of 2022, we purchased shares of our common stock as follows:

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

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

| | | | Total Shares Purchased (1) | | | | | | Average Price Paid per Share (including fees) | | | | | | Shares Purchased As Part of Publicly Announced Plans | | | | | | Approximate Dollar Value of Shares that may yet be Purchased Under the Plans (in millions) | | |

| 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 | | | | | | | | | | | | — | | | | | | | | |

(1) These shares of common stock were surrendered to LII to satisfy employee tax-withholding obligations in connection with the exercise of long-term incentive awards.

Not applicable

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: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the related consolidated statements of operations, comprehensive [removed: (loss) income,] [added: income (loss),] stockholders’ [removed: deficit,] [added: equity (deficit),] and cash flows for each of the years in the three-year period ended December 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, [removed: 2022,] [added: 2023,] 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: 2022] [added: 2023] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

As discussed in Notes 2 and 5 to the consolidated financial statements, the Company provides a product warranty for certain of its products with the warranty period generally ranging from [removed: one] [added: 1] to 20 years.

The Company’s product warranty liability was [removed: $142.7] [added: $142.8] million as of December 31, [removed: 2022.][added: 2023.]

We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s estimate of the [removed: future] failure rates by product category and controls to estimate the cost of failures by product category for products subject to warranty.

We assessed the estimated [removed: future] failure rates by product category and the estimated cost per failure by product category used in the estimation of the product warranty liability by comparing them to the Company’s underlying historical data.

We [added: assessed the sensitivity of the estimated failure rates and cost of failures and] tested a sample of the historical data used as the basis for these assumptions by comparing to the relevant underlying documentation.

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

| Cash and cash equivalents | | | $ | [removed: 52.6] [added: 60.7] | | | | | $ | [removed: 31.0] [added: 52.6] | |

| Short-term investments | | | [removed: 8.5] [added: 8.4] | | | | | | [removed: 5.5] [added: 8.5] | | |

| Accounts and notes receivable, net of allowances of [removed: $15.5] [added: $14.4] and [removed: $10.7] [added: $15.5] in [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively | | | [removed: 608.5] [added: 594.6] | | | | | | [removed: 508.3] [added: 608.5] | | |

| Inventories, net | | | [removed: 753.0] [added: 699.1] | | | | | | [removed: 510.9] [added: 753.0] | | |

| Other assets | | | [removed: 73.9] [added: 70.7] | | | | | | [removed: 119.7] [added: 73.9] | | |

| Total current assets | | | [removed: 1,496.5] [added: 1,433.5] | | | | | | [removed: 1,175.4] [added: 1,496.5] | | |

| Property, plant and equipment, net of accumulated depreciation of [removed: $920.8] [added: $910.8] and [removed: $888.8] [added: $920.8] in [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively | | | [removed: 548.9] [added: 720.4] | | | | | | [removed: 515.1] [added: 548.9] | | |

| Right-of-use assets from operating leases | | | [removed: 219.9] [added: 213.6] | | | | | | [removed: 196.1] [added: 219.9] | | |

| Goodwill | | | [removed: 186.3] [added: 222.1] | | | | | | [removed: 186.6] [added: 186.3] | | |

| Deferred income taxes | | | [removed: 27.5] [added: 51.8] | | | | | | [removed: 11.3] [added: 27.5] | | |

| Other assets, net | | | [removed: 88.5] [added: 156.9] | | | | | | [removed: 87.4] [added: 88.5] | | |

| Total assets | | | $ | [added: 2,798.3 | | | | | $ |] 2,567.6 | | | | | $ | 2,171.9 | |

| LIABILITIES AND STOCKHOLDERS’ [removed: DEFICIT] [added: EQUITY (DEFICIT)] | | | | | | | | | | | |

| Current maturities of long-term debt | | | [removed: 710.6] [added: 12.1] | | | | | | [removed: 11.3] [added: 710.6] | | |

| Current operating lease liabilities | | | [removed: 63.3] [added: 57.5] | | | | | | [removed: 54.8] [added: 63.3] | | |

| Accounts payable | | | [removed: 427.3] [added: 374.7] | | | | | | [removed: 402.1] [added: 427.3] | | |

| Accrued expenses | | | [removed: 376.9] [added: 416.1] | | | | | | [removed: 358.9] [added: 376.9] | | |

| Income taxes payable | | | [removed: 17.6] [added: 4.2] | | | | | | [removed: —] [added: 17.6] | | |

| Total current liabilities | | | [removed: 1,595.7] [added: 1,014.6] | | | | | | [removed: 827.1] [added: 1,595.7] | | |

| Long-term debt | | | [removed: 814.2] [added: 1,143.1] | | | | | | [removed: 1,226.5] [added: 814.2] | | |

| Long-term operating lease liabilities | | | [removed: 161.8] [added: 164.6] | | | | | | [removed: 145.0] [added: 161.8] | | |

| Pensions | | | [removed: 40.1] [added: 22.5] | | | | | | [removed: 83.3] [added: 40.1] | | |

| Other liabilities | | | [removed: 158.9] [added: 168.2] | | | | | | [removed: 159.0] [added: 158.9] | | |

| Total liabilities | | | [removed: 2,770.7] [added: 2,513.0] | | | | | | [removed: 2,440.9] [added: 2,770.7] | | |

| Stockholders' [removed: deficit:] [added: equity (deficit):] | | | | | | | | | | | |

| Additional paid-in capital | | | [removed: 1,155.2] [added: 1,184.6] | | | | | | [removed: 1,133.7] [added: 1,155.2] | | |

| Retained earnings | | | [removed: 3,070.6] [added: 3,506.2] | | | | | | [removed: 2,719.3] [added: 3,070.6] | | |

| | | | 2023 | | | | | | 2022 | | |

| Commercial paper | | | $ | 150.0 | | | | | $ | — | |

| Impairment on assets held for sale | | | 63.2 | | | | | | — | | | | | | — | | |

| Gain on sale of businesses | | | (14.1) | | | | | | — | | | | | | — | | |

| Reclassification of foreign currency translation upon sale of businesses | | | 15.8 | | | | | | — | | | | | | — | | |

| Reclassification of pension adjustments upon sale of businesses | | | (1.8) | | | | | | — | | | | | | — | | |

| Foreign currency translation adjustments | | | | | | — | | | | | | — | | | | | | — | | | | | | 27.7 | | | | | | — | | | | | | — | | | | | | | | | | | | 27.7 | | |

| Balance as of December 31, 2023 | | | | | | $ | 0.9 | | | | | $ | 1,184.6 | | | | | $ | 3,506.2 | | | | | $ | (56.9) | | | | | $ | 51.6 | | | | | $ | (4,349.5) | | | | | | | | | | | $ | 285.3 | |

For the Years Ended December 31, 2023, 2022 and 2021

| Gain on sale of businesses | | | (14.1) | | | | | | — | | | | | | — | | |

| Impairment on net assets held for sale | | | 63.2 | | | | | | — | | | | | | — | | |

| Income from equity method investments | | | (8.5) | | | | | | (5.1) | | | | | | (11.8) | | |

| Acquisition of business | | | (94.9) | | | | | | — | | | | | | — | | |

| Net proceeds from sale of businesses | | | 23.2 | | | | | | — | | | | | | — | | |

| Commercial paper borrowings | | | 150.0 | | | | | | — | | | | | | — | | |

| Issuance of senior unsecured notes | | | 500.0 | | | | | | — | | | | | | — | | |

We have leveraged our expertise to become an industry leader known for innovation, quality and reliability.

Our products and services are sold through multiple distribution channels under various names.

We operate in two reportable business segments: Home Comfort Solutions (formerly Residential) and Building Climate Solutions (formerly Commercial).

Based on the expected fair value of the consideration to be received from the sale of our European commercial HVAC and refrigeration businesses, net of our costs to sell, we recorded an impairment on assets held for sale during the third quarter of 2023 which included a $22.6 million impairment of property, plant and equipment.

Goodwill and Intangible Assets

In the third quarter of 2023, we recorded a $2.3 million impairment of goodwill related to our agreement to sell our European commercial HVAC and refrigeration businesses which was included in our impairment on assets held for sale.

Intangible assets such as customer relationships, non-compete agreements and trade names with finite lives are amortized based on the pattern in which the economic benefits of the intangible assets are utilized.

If a pattern of economic benefit cannot be reliably determined or if straight-line amortization approximates the pattern of economic benefit, then straight-line amortization may be used.

The range of useful lives approximates the following (in years):

| Customer relationships | | | 2 to 20 years | | |

| Non-compete agreements | | | Contracted term | | |

| Trade names | | | 2 to 10 years | | |

We assess the recoverability of the carrying amount of our intangible assets with finite lives whenever events or changes in circumstances indicate that the carrying value of the asset group may not be recoverable.

Recoverability is measured by a comparison of the carrying amount of an asset group to the future undiscounted cash flows expected to be generated by the asset group.

If the undiscounted cash flows are less then the carrying amount of the asset group, an impairment loss is recognized for the amount by which the carrying value of the asset group exceeds the fair value of the asset group.

Changes in Accounting Standards Effective for Future Reporting Periods

In March 2023, the FASB issued ASU No. 2023-02, *Investments – Equity Method and Joint Ventures* *(Topic 323):* *Accounting for Investments in Tax Credit Structures using the Proportional Amortization Method*.

ASU 2023-02 replaces the guidance related to accounting for investments in tax credit structures to allow the use of the proportional amortization method.

The amendment permits reporting entities to elect to account for their equity investments in tax credit structures using the proportional amortization method if certain conditions are met.

This amendment requires entities to make disclosures about all investments in a tax credit program for which they have elected to account for using the proportional amortization method, including those investments in an elected tax credit program that do not meet the conditions to apply the proportional amortization method.

ASU 2023-02 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years.

We are currently evaluating the impact of this standard on our financial statements.

In November 2023, the FASB issued ASU No. 2023-07, *Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures*.

ASU 2023-07 updates reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses and information used to assess segment performance.

February 21, 2023

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

| Loss from natural disasters, net of insurance recoveries | | | — | | | | | | — | | | | | | 3.1 | | |

| Income from continuing operations | | | 497.1 | | | | | | 464.0 | | | | | | 357.1 | | |

| Discontinued operations: | | | | | | | | | | | | | | | | | |

| Loss from discontinued operations before income taxes | | | — | | | | | | — | | | | | | (1.5) | | |

| Loss from discontinued operations | | | — | | | | | | — | | | | | | (0.8) | | |

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

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

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

| Balance as of December 31, 2019 | | | | | | 0.9 | | | | | | 1,093.5 | | | | | | 2,148.7 | | | | | | (103.8) | | | | | | 48.6 | | | | | | (3,309.5) | | | | | | | | | | | | (170.2) | | |

| Cumulative effect adjustment upon adoption of new accounting standard (ASU 2016-13) | | | | | | — | | | | | | 0 | | | | | | (1.3) | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | | | | | | | (1.3) | | |

| Short-term debt payments | | | — | | | | | | — | | | | | | (4.6) | | |

| Short-term debt borrowings | | | — | | | | | | — | | | | | | 4.6 | | |

| Long-term debt borrowings | | | — | | | | | | — | | | | | | 600.0 | | |

We operate in three reportable business segments: Residential Heating & Cooling, Commercial Heating & Cooling, and Refrigeration.

Goodwill

We experience

Impact of COVID-19 Pandemic

A novel strain of coronavirus (“COVID-19”) has surfaced and spread around the world.

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

We cannot predict whether any of our manufacturing, operational or distribution facilities will experience any future disruptions, or how long such disruptions would last.

It also remains unclear how various national, state, and local governments will react if new variants of the virus spread.

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

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

| *Refrigeration(1)* | | | | | | Condensing units, unit coolers, fluid coolers, air- cooled condensers, air handlers, process chillers, controls, and compressorized racks | | | | | | Light Commercial; Food Preservation; Non-Food/Industrial | | | | | | United States Canada Europe | | |

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.

Corporate costs also include the long-term, share-based incentive awards provided to employees throughout our business.

We recorded these share-based awards as Corporate costs because they are determined at the discretion of the Board of Directors and based on the historical practice of doing so for internal reporting purposes.

| Residential Heating & Cooling | | | $ | 3,198.3 | | | | | $ | 2,775.6 | | | | | $ | 2,361.5 | |

| Commercial Heating & Cooling | | | 900.7 | | | | | | 864.8 | | | | | | 800.9 | | |

| Refrigeration | | | 619.4 | | | | | | 553.7 | | | | | | 471.7 | | |

| Residential Heating & Cooling | | | $ | 596.9 | | | | | $ | 540.3 | | | | | $ | 428.5 | |

| Commercial Heating & Cooling | | | 80.9 | | | | | | 110.9 | | | | | | 136.9 | | |

| Refrigeration | | | 78.8 | | | | | | 49.1 | | | | | | 32.8 | | |

- Loss from natural disasters, net of insurance recoveries

| Residential Heating & Cooling | | | $ | 1,456.4 | | | | | $ | 1,149.7 | | | | | $ | 1,034.6 | |

| Commercial Heating & Cooling | | | 456.4 | | | | | | 366.2 | | | | | | 366.5 | | |

| Refrigeration | | | 443.6 | | | | | | 426.6 | | | | | | 387.9 | | |

| Corporate and other | | | 211.2 | | | | | | 229.4 | | | | | | 243.5 | | |

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, [removed: 2022,] [added: 2023,] 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: 2022] [added: 2023] in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

(a) As previously announced, Kim K.W. Rucker will resign from the Board of Directors of the Company effective February 29, 2024.

On February 12, 2024, the Board of Directors determined to reduce the size of the Board of Directors from nine members to eight members as of the date of Ms. Rucker’s retirement.

(b) During the quarter ended December 31, 2023, none of our directors or officers adopted, modified, or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as such terms are defined in Item 408(a) of Regulation S-K.

None.

PART III

None.

PART III

[removed: Incorporated herein by reference from the Company’s definitive proxy] statement, which will be filed no later than 120 days after December 31, [removed: 2022.][added: 2023.]

Our Code of Ethics (which we call our Code of Business Conduct) applies to all employees, officers and directors including our principal executive officer, principal financial officer and principal accounting officer, and is posted on our website at www.lennox.com.

Amendments to or waivers of our Code of Business Conduct for our principal executive officer, principal financial officer and principal accounting officer, if any, will be posted on our website.

The remainder of the response to this item is incorporated herein by reference from the Company’s definitive proxy

Incorporated herein by reference from the Company’s definitive proxy statement, which will be filed no later than 120 days after December 31, [removed: 2022.][added: 2023.]

Incorporated herein by reference from the Company’s definitive proxy statement, which will be filed no later than 120 days after December 31, [removed: 2022.][added: 2023.]

Incorporated herein by reference from the Company’s definitive proxy statement, which will be filed no later than 120 days after December 31, [removed: 2022.][added: 2023.]

Incorporated herein by reference from the Company’s definitive proxy statement, which will be filed no later than 120 days after December 31, [removed: 2022.][added: 2023.]

- Consolidated Balance Sheets as of December 31, [removed: 2022] [added: 2023] and [removed: 2021][added: 2022]

- Consolidated Statements of Operations for the Years Ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020][added: 2021]

- Consolidated Statements of Comprehensive Income [added: (Loss)] for the Years Ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020][added: 2021]

- Consolidated Statements of Stockholders’ [removed: Deficit] [added: Equity (Deficit)] for the Years Ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020][added: 2021]

- Consolidated Statements of Cash Flows for the Years Ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020][added: 2021]

- Notes to the Consolidated Financial Statements for the Years Ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020][added: 2021]

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: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] (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”) [removed: (filed herewith).](https://www.sec.gov/Archives/edgar/data/1069202/000162828023004257/lii-ex31_20221231x10k.htm)] [added: (filed](https://www.sec.gov/Archives/edgar/data/1069202/000162828023004257/lii-ex31_20221231x10k.htm) [as Exhibit 3.1 to LII](https://www.sec.gov/Archives/edgar/data/1069202/000162828023004257/lii-ex31_20221231x10k.htm)[’](https://www.sec.gov/Archives/edgar/data/1069202/000162828023004257/lii-ex31_20221231x10k.htm)[s Annual](https://www.sec.gov/Archives/edgar/data/1069202/000162828023004257/lii-ex31_20221231x10k.htm) [Report on Form 10-K filed on February 15, 2022](https://www.sec.gov/Archives/edgar/data/1069202/000162828023004257/lii-ex31_20221231x10k.htm) [and inc](https://www.sec.gov/Archives/edgar/data/1069202/000162828023004257/lii-ex31_20221231x10k.htm)[orporated herein by reference](https://www.sec.gov/Archives/edgar/data/1069202/000162828023004257/lii-ex31_20221231x10k.htm)[).](https://www.sec.gov/Archives/edgar/data/1069202/000162828023004257/lii-ex31_20221231x10k.htm)] | | |

| 3.2 | | | [Amended and Restated Bylaws of LII [removed: (filed herewith).](https://www.sec.gov/Archives/edgar/data/1069202/000162828023004257/lii-ex32_20221231x10k.htm)] [added: (filed](https://www.sec.gov/Archives/edgar/data/1069202/000162828023004257/lii-ex32_20221231x10k.htm) [as Exhibit 3.2 to LII](https://www.sec.gov/Archives/edgar/data/1069202/000162828023004257/lii-ex32_20221231x10k.htm)[’](https://www.sec.gov/Archives/edgar/data/1069202/000162828023004257/lii-ex32_20221231x10k.htm)[s Annual Report on Form 10-K filed on F](https://www.sec.gov/Archives/edgar/data/1069202/000162828023004257/lii-ex32_20221231x10k.htm)[e](https://www.sec.gov/Archives/edgar/data/1069202/000162828023004257/lii-ex32_20221231x10k.htm)[bruary 15, 2022](https://www.sec.gov/Archives/edgar/data/1069202/000162828023004257/lii-ex32_20221231x10k.htm) [and incorporated herein by reference](https://www.sec.gov/Archives/edgar/data/1069202/000162828023004257/lii-ex32_20221231x10k.htm)[).](https://www.sec.gov/Archives/edgar/data/1069202/000162828023004257/lii-ex32_20221231x10k.htm)] | | |

| 4.2 | | | [removed: [Sixth] [added: [Ninth] Supplemental Indenture, dated as of [removed: November 3, 2016,] [added: July 30, 2020,] among LII, each [removed: other] existing Guarantor under the Indenture, dated as of May 3, 2010, as subsequently supplemented, and U.S. Bank National Association, as trustee (filed as Exhibit 4.2 to LII’s Current Report on Form 8-K filed on [removed: November 3, 2016] [added: July 30, 2020] and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/1069202/000119312516758285/d284193dex42.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/1069202/000119312520203588/d22651dex42.htm)] | | |

| 4.3 | | | [Form of [removed: 3.000%] [added: 1.350%] Notes due [removed: 2023] [added: 2025] (filed as Exhibit A in Exhibit 4.2 to LII’s Current Report on Form 8-K filed on [removed: November 3, 2016] [added: July 30, 2020] and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/1069202/000119312516758285/d284193dex42.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/1069202/000119312520203588/d22651dex42.htm)] | | |

| [removed: 4.4] [added: 4.5] | | | [removed: [Ninth] [added: [Tenth] Supplemental Indenture, dated as of July [removed: 30, 2020,] [added: 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 [removed: (filed as] [added: (filed](https://www.sec.gov/Archives/edgar/data/1069202/000162828023004257/lii-ex47_20221231x10k.htm) [as] Exhibit [removed: 4.2] [added: 4.7] to [removed: LII’s Current] [added: LII](https://www.sec.gov/Archives/edgar/data/1069202/000162828023004257/lii-ex47_20221231x10k.htm)[’](https://www.sec.gov/Archives/edgar/data/1069202/000162828023004257/lii-ex47_20221231x10k.htm)[s Annual] Report on Form [removed: 8-K] [added: 10-K] filed on [removed: July 30, 2020 and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/1069202/000119312520203588/d22651dex42.htm)] [added: February 15, 2022](https://www.sec.gov/Archives/edgar/data/1069202/000162828023004257/lii-ex47_20221231x10k.htm)[).](https://www.sec.gov/Archives/edgar/data/1069202/000162828023004257/lii-ex47_20221231x10k.htm)] | | |

| [removed: 4.5] [added: 4.4] | | | [Form of [removed: 1.350%] [added: 1.700%] Notes due [removed: 2025] [added: 2027] (filed as Exhibit [removed: A] [added: B] in Exhibit 4.2 to LII’s Current Report on Form 8-K filed on July 30, 2020 and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/1069202/000119312520203588/d22651dex42.htm) | | |

| [removed: 4.6] [added: 4.7] | | | [Form of [removed: 1.700%] [added: 5.500%] Notes due [removed: 2027] [added: 2028] (filed as Exhibit [removed: B] [added: A] in Exhibit 4.2 to [removed: LII’s] [added: LII's] Current Report on Form 8-K filed on [removed: July 30, 2020] [added: September 15, 2023] and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/1069202/000119312520203588/d22651dex42.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/1069202/000162828023032385/exhibit42eleventhsupplemen.htm)] | | |

| 4.8 | | | [Description of Securities [removed: (filed herewith)](https://www.sec.gov/Archives/edgar/data/1069202/000162828023004257/lii-ex48_20221231x10k.htm).] [added: (filed](https://www.sec.gov/Archives/edgar/data/1069202/000162828023004257/lii-ex48_20221231x10k.htm) [as Exhibit 4.8 to LII](https://www.sec.gov/Archives/edgar/data/1069202/000162828023004257/lii-ex48_20221231x10k.htm)[’](https://www.sec.gov/Archives/edgar/data/1069202/000162828023004257/lii-ex48_20221231x10k.htm)[s Annual](https://www.sec.gov/Archives/edgar/data/1069202/000162828023004257/lii-ex48_20221231x10k.htm) [Report on F](https://www.sec.gov/Archives/edgar/data/1069202/000162828023004257/lii-ex48_20221231x10k.htm)[orm 10-K filed on February 21, 2](https://www.sec.gov/Archives/edgar/data/1069202/000162828023004257/lii-ex48_20221231x10k.htm)[023](https://www.sec.gov/Archives/edgar/data/1069202/000162828023004257/lii-ex48_20221231x10k.htm)[)](https://www.sec.gov/Archives/edgar/data/1069202/000162828023004257/lii-ex48_20221231x10k.htm).] | | |

| 10.1 | | | [Credit Agreement, dated as of July 14, 2021, [removed: among Lennox International Inc.,] [added: among](https://www.sec.gov/Archives/edgar/data/1069202/000119312521216428/d192243dex101.htm) [LII](https://www.sec.gov/Archives/edgar/data/1069202/000119312521216428/d192243dex101.htm)[,] a Delaware corporation, the Banks party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent (filed as Exhibit 10.1 to LII’s Current Report on Form 8-K filed on July 15, 2021 and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/1069202/000119312520203588/d22651dex101.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/1069202/000119312521216428/d192243dex101.htm)] | | |

| [removed: 10.4*] [added: 10.5*] | | | [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, 2019 and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/1069202/000119312519157041/d752008dex101.htm) | | |

| [removed: 10.5*] [added: 10.6*] | | | [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 18, 2020 and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/1069202/000106920220000004/lii-ex101820191231x10k.htm) | | |

| [removed: 10.6*] [added: 10.7*] | | | [Form of Long-Term Incentive Award Agreement for Non-U.S. Employees - Vice President and Above (for use under the 2019 Incentive Plan) (filed as Exhibit 10.3 to LII’s Quarterly Report on Form 10-Q filed on October 25, 2021 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/0001069202/000162828021020422/long-termincentiveawardagr.htm) | | |

| [removed: 10.7*] [added: 10.9*] | | | [Form of Restricted Stock Unit Award Agreement for Non-Employee Directors (for use under the 2019 Incentive [removed: Plan)](http://www.sec.gov/Archives/edgar/data/1069202/000106920220000004/lii-ex101920191231x10k.htm)] [added: Plan)](https://www.sec.gov/Archives/edgar/data/1069202/000162828024004446/lii-ex109_20231231x10k.htm) [(2021 version)](https://www.sec.gov/Archives/edgar/data/1069202/000162828024004446/lii-ex109_20231231x10k.htm)] [(filed [removed: as Exhibit 10.19 to LII’s Annual Report on Form 10-K filed on February 18, 2020 and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/1069202/000106920220000004/lii-ex101920191231x10k.htm)] [added: herewith).](https://www.sec.gov/Archives/edgar/data/1069202/000162828024004446/lii-ex109_20231231x10k.htm)] | | |

| [removed: 10.8*] [added: 10.11*] | | | [Form of Short-Term Incentive Program for Lennox International Inc. and its Subsidiaries](http://www.sec.gov/Archives/edgar/data/1069202/000106920220000004/lii-ex102020191231x10k.htm) [(filed as Exhibit 10.20 to LII’s Annual Report on Form 10-K filed on February [removed: 18,2020] [added: 18,](http://www.sec.gov/Archives/edgar/data/1069202/000106920220000004/lii-ex102020191231x10k.htm) [](http://www.sec.gov/Archives/edgar/data/1069202/000106920220000004/lii-ex102020191231x10k.htm)[2020] and incorporated herein by reference)](http://www.sec.gov/Archives/edgar/data/1069202/000106920220000004/lii-ex102020191231x10k.htm)[.](http://www.sec.gov/Archives/edgar/data/1069202/000106920220000004/lii-ex102020191231x10k.htm) | | |

| [removed: 10.9*] [added: 10.12*] | | | [Lennox International Inc. Profit Sharing Restoration Plan, as amended and restated as of January 1, 2009 (filed as Exhibit 10.3 to LII's Current Report on Form 8-K filed on December 17, 2008 and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/1069202/000136231008008300/c78431exv10w3.htm) | | |

| [removed: 10.10*] [added: 10.13*] | | | [Lennox International Inc. Supplemental Retirement Plan, as amended and restated as of January 1, 2009 (filed as Exhibit 10.2 to LII's Current Report on Form 8-K filed on December 17, 2008 and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/1069202/000136231008008300/c78431exv10w2.htm) | | |

| [removed: 10.11*] [added: 10.14*] | | | [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 19, 2019 and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/1069202/000106920219000008/lii-ex1023_20181231x10k.htm) | | |

| [removed: 10.12*] [added: 10.15*] | | | [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 19, 2019 and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/1069202/000106920219000008/lii-ex1024_20181231x10k.htm) | | |

| [removed: 10.13*] [added: 10.16*] | | | [Form of Indemnification Agreement entered into between LII and certain executive officers and directors of LII (filed as Exhibit [removed: 10.15] [added: 10.4] to LII’s [removed: Registration Statement] [added: Current Report] on Form [removed: S-1 (Registration No. 333-75725)] [added: 8-K] filed on [removed: April 6, 1999] [added: December](https://www.sec.gov/Archives/edgar/data/1069202/000162828023041239/exhibit104formofindemnific.htm) [11](https://www.sec.gov/Archives/edgar/data/1069202/000162828023041239/exhibit104formofindemnific.htm)[, 2023] and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/1069202/0000950134-99-002720-index.html)] [added: reference).](https://www.sec.gov/Archives/edgar/data/1069202/000162828023041239/exhibit104formofindemnific.htm)] | | |

| [removed: 10.14*] [added: 10.17*] | | | [Form of Employment Agreement entered into between LII and certain executive officers of LII (filed as Exhibit 10.30 to LII's Annual Report on Form 10-K filed on February 27, 2007 and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/1069202/000095013407004266/d43577exv10w30.htm) | | |

| [removed: 10.15*] [added: 10.18*] | | | [Form of Amendment to Employment Agreement entered into between LII and certain executive officers of LII (filed as Exhibit 10.2 to LII's Current Report on Form 8-K filed on December 12, 2007 and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/1069202/000136231007003352/c71756exv10w2.htm) | | |

| [removed: 10.16*] [added: 10.22*] | | | [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: 10.17*] [added: 10.23*] | | | [removed: [Retention Agreement, dated July 12, 2021, between Lennox] [added: [Lennox] International Inc. [removed: and Douglas L. Young] [added: Change in Control Severance Plan] (filed as Exhibit 10.1 to [removed: LII’s] [added: LII's] Current Report on Form 8-K filed on [removed: July 14, 2021] [added: December 12, 2022] and incorporated herein by [removed: reference).](https://www.sec.gov/Archives/edgar/data/0001069202/000119312521214688/d201576dex101.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/1069202/000119312522302285/d411104dex101.htm)] | | |

| [removed: 10.18*] [added: 10.20*] | | | [Form of [removed: Award Agreement, dated December 10, 2021,] [added: Employment Agreement entered into] between [removed: Lennox International Inc.] [added: LII] and certain [removed: named] executive officers [added: of LII (current version)] (filed as Exhibit [removed: 10.1] [added: 10.3] to LII’s Current Report on Form 8-K filed on [removed: December 14, 2021] [added: December](https://www.sec.gov/Archives/edgar/data/1069202/000162828023041239/exhibit103formofemployment.htm) [11](https://www.sec.gov/Archives/edgar/data/1069202/000162828023041239/exhibit103formofemployment.htm)[, 2023] and incorporated herein by [removed: reference).](https://www.sec.gov/Archives/edgar/data/1069202/000119312521356791/d251139dex101.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/1069202/000162828023041239/exhibit103formofemployment.htm)] | | |

| [removed: 10.19*] [added: 10.24*] | | | [Lennox International Inc. [removed: Change in Control Severance Plan] [added: 2010 Incentive Plan, as amended and restated] (filed as Exhibit 10.1 to LII's Current Report on Form 8-K filed on [removed: December 12, 2022] [added: May 19, 2010] and incorporated herein by [removed: reference).](https://www.sec.gov/Archives/edgar/data/1069202/000119312522302285/d411104dex101.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/1069202/000095012310051306/c01426exv10w1.htm)] | | |

| 21.1 | | | [Subsidiaries of LII (filed [removed: herewith).](https://www.sec.gov/Archives/edgar/data/1069202/000162828023004257/lii-ex211_20221231x10k.htm)] [added: herewith).](https://www.sec.gov/Archives/edgar/data/1069202/000162828024004446/lii-ex211_20231231x10k.htm)] | | |

| 22.1 | | | [List of Guarantor Subsidiaries (filed [removed: herewith).](https://www.sec.gov/Archives/edgar/data/1069202/000162828023004257/lii-ex221_20221231x10k.htm)] [added: herewith).](https://www.sec.gov/Archives/edgar/data/1069202/000162828024004446/lii-ex221_20231231x10k.htm)] | | |

| 23.1 | | | [Consent of KPMG LLP (filed [removed: herewith).](https://www.sec.gov/Archives/edgar/data/1069202/000162828023004257/lii-ex231_20221231x10k.htm)] [added: herewith).](https://www.sec.gov/Archives/edgar/data/1069202/000162828024004446/lii-ex231_20231231x10k.htm)] | | |

| 31.1 | | | [Certification of the principal executive officer (filed [removed: herewith).](https://www.sec.gov/Archives/edgar/data/1069202/000162828023004257/lii-ex311_20221231x10k.htm)] [added: herewith).](https://www.sec.gov/Archives/edgar/data/1069202/000162828024004446/lii-ex311_20231231x10k.htm)] | | |

| 31.2 | | | [Certification of the principal financial officer (filed [removed: herewith).](https://www.sec.gov/Archives/edgar/data/1069202/000162828023004257/lii-ex312_20221231x10k.htm)] [added: herewith).](https://www.sec.gov/Archives/edgar/data/1069202/000162828024004446/lii-ex312_20231231x10k.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/1069202/000162828023004257/lii-ex321_20221231x10k.htm)] [added: herewith).](https://www.sec.gov/Archives/edgar/data/1069202/000162828024004446/lii-ex321_20231231x10k.htm)] | | |

| 4.6 | | | [Eleventh Supplemental Indenture, dated as of September 15, 2023, among LII, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee (filed as Exhibit 4.2 to LII's Current Report on Form 8-K filed on September 15, 2023 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1069202/000162828023032385/exhibit42eleventhsupplemen.htm) | | |

| 10.3 | | | [First Amendment of the Credit Agreement, dated as of April 14, 2023, among](https://www.sec.gov/Archives/edgar/data/1069202/000119312523104192/d463629dex101.htm) [LII](https://www.sec.gov/Archives/edgar/data/1069202/000119312523104192/d463629dex101.htm)[, the lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent (filed as Exhibit 10.1 to LII's Current Report on Form 8-K filed on April 18, 2023 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1069202/000119312523104192/d463629dex101.htm) | | |

| 10.4 | | | [Second Amendment to the Credit Agreement, dated as of August 25, 2023, among LII as borrower, certain of its subsidiaries, as guarantors, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent (filed as Exhibit 10.1 to LII's Current Report on Form 8-K filed on August 28, 2023 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1069202/000162828023030777/lennoxinternational2023-se.htm) | | |

| 10.8* | | | [Form of Long-Term Incentive Award Agreement for](https://www.sec.gov/Archives/edgar/data/1069202/000162828023041239/exhibit101formofltipagreem.htm) [U.S. Employees - Vice President and Above (for use under the 2019 Incentive Plan)](https://www.sec.gov/Archives/edgar/data/1069202/000162828023041239/exhibit101formofltipagreem.htm) [(current version)](https://www.sec.gov/Archives/edgar/data/1069202/000162828023041239/exhibit101formofltipagreem.htm) [(filed as Exhibit 10.1 to LII’s Current Report on Form 8-K filed on December 11, 2023 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1069202/000162828023041239/exhibit101formofltipagreem.htm) | | |

| 10.10* | | | [Form of Restricted Stock Unit Award Agreement for Non-Employee Directors (for use under the 2019 Incentive Plan)](https://www.sec.gov/Archives/edgar/data/1069202/000162828024004446/lii-ex1010_20231231x10k.htm) [(2022 version)](https://www.sec.gov/Archives/edgar/data/1069202/000162828024004446/lii-ex1010_20231231x10k.htm) [(filed](https://www.sec.gov/Archives/edgar/data/1069202/000162828024004446/lii-ex1010_20231231x10k.htm) [herewith](https://www.sec.gov/Archives/edgar/data/1069202/000162828024004446/lii-ex1010_20231231x10k.htm)[).](https://www.sec.gov/Archives/edgar/data/1069202/000162828024004446/lii-ex1010_20231231x10k.htm) | | |

| 10.19* | | | [Form of Offer Letter entered into between LII and certain executive officers of LII (current version) (filed as Exhibit 10.2 to LII’s Current Report on Form 8-K filed on December 11, 2023 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1069202/000162828023041239/exhibit102formofofferletter.htm) | | |

| 10.21* | | | [Employment Agreement entered into between LII and Alok Maskara (filed as Exhibit 10.1 to LII’s Current Report on Form 8-K filed on March 23, 2022 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1069202/000119312522082198/d315026dex101.htm) | | |

| 10.25* | | | [Form of Long-Term Incentive Award Agreement for U.S. Employees - Vice President and Above (for use under the 2010 Incentive Plan) (filed as Exhibit 10.1](https://www.sec.gov/Archives/edgar/data/1069202/000106920218000004/lii-ex1014_20171231x10k.htm)[4](https://www.sec.gov/Archives/edgar/data/1069202/000106920218000004/lii-ex1014_20171231x10k.htm) [to LII’s Annual Report on Form 10-K filed on February 1](https://www.sec.gov/Archives/edgar/data/1069202/000106920218000004/lii-ex1014_20171231x10k.htm)[6](https://www.sec.gov/Archives/edgar/data/1069202/000106920218000004/lii-ex1014_20171231x10k.htm)[, 201](https://www.sec.gov/Archives/edgar/data/1069202/000106920218000004/lii-ex1014_20171231x10k.htm)[8](https://www.sec.gov/Archives/edgar/data/1069202/000106920218000004/lii-ex1014_20171231x10k.htm) [and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1069202/000106920218000004/lii-ex1014_20171231x10k.htm) | | |

| 97.1 | | | [LII Amended and Restated Clawback Policy (filed herewith).](https://www.sec.gov/Archives/edgar/data/1069202/000162828024004446/lii-ex971_20231231x10k.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 herewith).](https://www.sec.gov/Archives/edgar/data/1069202/000162828023004257/lii-ex47_20221231x10k.htm) | | |

| 10.3 | | | [Amendment No. 11 to Amended and Restated Receivables Purchase Agreement, dated as of November 12, 2021, among LPAC Corp., as the Seller, Lennox Industries Inc., as the Master Servicer, Lennox International Inc., Victory Receivables Corporation, as a Purchaser, MUFG Bank, Ltd., formerly known as The Bank of Tokyo-Mitsubishi UFJ, Ltd., as administrative agent for the Investors, the purchaser agent for the MUFG Purchaser Group and a MUFG Liquidity Bank, Wells Fargo Bank, N.A., as the purchaser agent for the WFB Purchaser Group and a WFB Liquidity Bank, and PNC Bank, N.A., as the purchaser agent for the PNC Purchaser Group and a PNC Liquidity Bank, including attachments (filed as Exhibit 10.1 to LII’s Current Report on Form 8-K filed on November 12, 2021 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1069202/000119312521332601/d246817dex101.htm) | | |

[removed: February 21, 2023][added: | 2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| /s/ [removed: ALOK MASKARA] [added: Alok Maskara] | | | | | | Chief Executive Officer [added: and Director] | | | February [removed: 21, 2023] [added: 13, 2024] | | |

| /s/ [removed: JOSEPH W. REITMEIER] [added: Michael P. Quenzer] | | | | | | Executive Vice President and Chief Financial Officer | | | February [removed: 21, 2023] [added: 13, 2024] | | |

| [removed: Joseph W. Reitmeier] [added: Michael P. Quenzer] | | | | | | (Principal Financial Officer) | | | | | |

| /s/ [removed: CHRIS] [added: Chris] A. [removed: KOSEL] [added: Kosel] | | | | | | Vice President, Controller and Chief Accounting Officer | | | February [removed: 21, 2023] [added: 13, 2024] | | |

| /s/ [removed: TODD] [added: Todd] J. [removed: TESKE] [added: Teske] | | | | | | Chairman of the Board of Directors | | | February [removed: 21, 2023] [added: 13, 2024] | | |

| /s/ [removed: SHERRY] [added: Sherry] L. [removed: BUCK] [added: Buck] | | | | | | Director | | | February [removed: 21, 2023] [added: 13, 2024] | | |

| /s/ [removed: JANET] [added: Janet] K. [removed: COOPER] [added: Cooper] | | | | | | Director | | | February [removed: 21, 2023] [added: 13, 2024] | | |

| /s/ [removed: JOHN] [added: John] W. [removed: NORRIS,] [added: Norris,] III | | | | | | Director | | | February [removed: 21, 2023] [added: 13, 2024] | | |

| /s/ [removed: KAREN] [added: Karen] H. [removed: QUINTOS] [added: Quintos] | | | | | | Director | | | February [removed: 21, 2023] [added: 13, 2024] | | |

| /s/ [removed: KIM] [added: Kim] K.W. [removed: RUCKER] [added: Rucker] | | | | | | Director | | | February [removed: 21, 2023] [added: 13, 2024] | | |

| /s/ [removed: GREGORY] [added: Gregory] T. [removed: SWIENTON] [added: Swienton] | | | | | | Director | | | February [removed: 21, 2023] [added: 13, 2024] | | |

| /s/ [removed: SHANE] [added: Shane] D. [removed: WALL] [added: Wall] | | | | | | Director | | | February [removed: 21, 2023] [added: 13, 2024] | | |

For the Years Ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020][added: 2021]

| | | | Balance at beginning of year | | | | | | Additions charged to cost and expenses | | | | | | Write-offs | | | | | | Recoveries | | | | | | [removed: Other] [added: Other(1)] | | | | | | Balance at end of year | | |

February 13, 2024

| Karen H. Quintos | | | | | | | | | | | |

| Allowance for doubtful accounts | | | $ | 15.5 | | | | | $ | 9.8 | | | | | $ | (0.2) | | | | | $ | — | | | | | $ | (10.7) | | | | | $ | 14.4 | |

| (1) 2023 consists of the sale of our European businesses and other miscellaneous items. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Karen. H. Quintos | | | | | | | | | | | |

| 2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Allowance for doubtful accounts | | | $ | 6.1 | | | | | $ | 8.1 | | | | | $ | (4.2) | | | | | $ | 1.2 | | | | | $ | (1.6) | | | | | $ | 9.6 | |