Lennox International (LII) 10-K risk factor changes: FY2024 vs FY2023

Our Ability to Meet Customer Demand [added: and Maintain Profitability] may be Limited by Our Single-Location Production Facilities, Reliance on Certain Key [removed: Suppliers] [added: Suppliers,] and Unanticipated Significant Shifts in Customer Demand.

[removed: Any] [added: As a result, any] significant interruptions in production at one or more of our [removed: facilities,] [added: facilities] or at a facility of one of our key suppliers, [added: any failure to maintain favorable relationships with our suppliers, or any termination of a key supplier relationship,] could negatively impact our [added: profitability and] ability to deliver our products to our [removed: customers, especially as we continue to experience disruptions in supply.][added: customers.]

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

Despite our efforts, we have experienced, and could continue to experience, [removed: higher] employee turnover, particularly in our manufacturing and distribution locations.

In addition, as of December 31, [removed: 2023,] [added: 2024,] approximately [removed: 29%] [added: 32%] of our core workforce locations [removed: (excluding employees related to the European businesses),] were unionized.

[removed: Our Marshalltown, Iowa-based union ratified a five-year labor agreement on] November 1, 2021; however, the results of future negotiations with unions are uncertain.

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

[removed: The effects of climate change, such as extreme] [added: Extreme] weather [removed: conditions and events] [added: events, conditions,] and water scarcity, [added: as a result of climate change or other factors,] may exacerbate fluctuations in typical weather patterns, creating financial risks to our business.

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

Additionally, the effects of [removed: climate change, including] extreme weather [removed: events,] [added: events and natural disasters,] long-term changes in temperature levels, water availability, increased cost for decarbonizing process heating, supply costs impacted by increasing energy costs, or energy costs impacted by carbon prices or [removed: offsets] [added: offsets, as a result of climate change or other factors,] may exacerbate supply chain constraints and disruption.

Legal, [removed: Tax] [added: Tax,] and Regulatory Risks

Additionally, the extensive and [removed: ever-changing] [added: frequently changing] legislation and regulations could impose increased liability for remediation costs and civil or criminal penalties in cases of non-compliance.

Because these laws are subject to [removed: frequent] change, we are unable to predict the future costs resulting from environmental compliance.

Further, [removed: 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 [removed: environmental, social, and governance (“ESG”)-related] [added: ESG-related] expectations of certain stakeholders, [added: particularly as it relates to climate change,] 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.

We are subject to income taxes in the United States [removed: and many] [added: as well as certain] foreign jurisdictions.

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 [removed: operating results.][added: results of operations.]

Further, the increased scrutiny [removed: on] [added: of] international tax [added: arrangements] 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.

[removed: Resulting] [added: We are regularly subject to audits by tax authorities, and such audits could result in] changes in [added: our] tax reserves [removed: due to challenges by tax authorities to] [added: for] our historic or future tax positions and transfer pricing [removed: policies] [added: policies, which] could [removed: also] significantly adversely impact our [removed: future] effective tax [removed: rate.][added: rates and financial results.]

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

These changes in U.S. trade policy have [added: historically] resulted in, and may continue to result in, one or more foreign governments adopting responsive trade policies that make it more difficult or costly for us to do business in or import [added: or export] our products or components from those countries.

The continuing adoption or expansion of trade restrictions, the occurrence of a trade war, or other governmental action related to tariffs or trade agreements or policies has the potential to adversely impact demand for our products, our costs, our customers, our suppliers, and the U.S. economy, which in turn could have a material adverse effect on our business, [removed: operating results,] [added: results of operations,] and financial condition.

The development, manufacture, [removed: sale] [added: sale,] and use of our products involve [removed: warranty, intellectual property infringement,] [added: warranty] and product liability [removed: claims,] [added: claims] and other liabilities and risks for the [removed: installation] [added: installation, use,] and service of our products.

[removed: In addition, warranty] [added: Warranty] claims are not covered by our product liability insurance and certain product liability claims may also not be covered by our product liability insurance.

Our product warranty liability was [removed: $142.8] [added: $158.4] million as of December 31, [removed: 2023.][added: 2024.]

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

[removed: We] [added: In addition to product liability and warranty claims as described above, we] are involved in various claims and lawsuits incidental to our business, including those involving [removed: product liability,] [added: intellectual property infringement,] labor relations, alleged exposure to asbestos-containing [removed: materials] [added: materials,] and environmental matters, some of which claim significant damages.

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

Conflicts, wars, natural disasters (the nature and severity of which may be impacted by climate change), public health [removed: crises (*e.g.*, COVID-19),] [added: crises,] or terrorist acts 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.

Our International Operations Subject Us to Risks [removed: Including] [added: Related to] Foreign [removed: Currency Fluctuations, Regulations] [added: Currencies Fluctuations] and Other Risks.

[removed: Our] [added: In addition to the currency exchange risks inherent in operating in foreign countries, our] international sales and operations are also sensitive to changes in foreign national priorities, including government budgets, as well as to geopolitical and economic instability.

International transactions may involve increased financial and legal risks due to differing legal systems and customs in foreign [removed: countries, as well as compliance with anti-corruption laws such as the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act.][added: countries.]

Net sales outside of the United States comprised approximately [removed: 11%] [added: 6%] of our total net sales in [removed: 2023.][added: 2024.]

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 [added: vulnerable to interruption or damage from 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.]

Negative media reports about us or our businesses, whether accurate or inaccurate, could damage our reputation and relationships with our customers and suppliers, cause customers and suppliers to terminate their relationship with us, or impair our ability to effectively compete, which could adversely affect our business, financial condition, results of operations and cash flows.

Conversely, reduced demand for our products and services could unfavorably impact our absorption of fixed costs.

Any of these results could materially and adversely affect our business, financial condition, results of operations and cash flows.

Our Marshalltown, Iowa-based union ratified a five-year labor agreement on

Artificial Intelligence Technologies Could Present Business, Compliance, and Reputational Risks.

Recent technological advances in artificial intelligence (“AI”) and machine-learning technology both present opportunities and pose risks to us.

If we fail to keep pace with rapidly evolving technological developments in AI, our competitive position and business results may suffer.

We face risk of competitive disadvantage if our competitors more effectively use AI to better serve customers, drive internal efficiencies, and/or create new or enhanced products or services.

The introduction of these technologies, particularly generative AI, into internal processes, customer engagements, and/or new and existing product offerings may result in new or expanded risks and liabilities, including due to enhanced governmental or regulatory scrutiny, litigation, compliance issues, ethical concerns, confidentiality or security risks, as well as other factors that could adversely affect our business, reputation, and financial results.

In addition, our personnel could, unbeknownst to us, improperly utilize AI and machine learning-technology while carrying out their responsibilities.

The use of AI in the development of our products and services could also cause loss of intellectual property, as well as subject us to risks related to intellectual property infringement or misappropriation, data privacy and cybersecurity.

The use of artificial intelligence can lead to unintended consequences, including generating content that appears correct but is factually inaccurate, misleading or otherwise flawed, or that results in unintended biases and discriminatory outcomes, which could harm our reputation and business and expose us to risks related to inaccuracies or errors in the output of such technologies.

We May Incur Substantial Costs as a Result of Product Liability, Warranty Claims, or Recalls.

Our product liability insurance coverage may not be sufficient to cover claims or damage awards or we may not be able to obtain such insurance on acceptable terms in the future, if at all, or obtain insurance that will provide adequate coverage against potential claims.

Product liability claims can be expensive to defend, regardless of the ultimate outcome.

A significant unsuccessful product liability defense could have a material adverse effect on our financial condition and results of operations.

We maintain strict quality controls and procedures.

However, we cannot be certain that these controls and procedures will reveal defects in our products or their component parts or raw materials, which may not become apparent until after the products have been placed in use in the market.

Accordingly, there is a risk that products will have defects that could require a product recall or field corrective action, either voluntarily or at the direction of a governmental authority.

Product recalls and field corrective actions can be expensive to implement and may damage our reputation, customer relationships and market share.

Further, our business depends on the strong brand reputations we have developed.

If a reputation is damaged due to actual, potential, or perceived product and service quality issues, we may face difficulty maintaining our market share and pricing with respect to some of our products, which could reduce our sales and profitability.

Likewise, a failure to comply with any current or future sustainability-related reporting requirements, as established by U.S. and international regulators, may

result in loss of business, regulatory penalties, litigation, and/or reputational damage.

Stakeholders are increasingly scrutinizing environmental, social and governance (“ESG”) practices, and stakeholders’ expectations regarding ESG practices are diverse and rapidly changing.

In addition, our reputation and customer relationships may be damaged as a result of practices that could be associated with ESG, including as it relates to climate-related disclosures.

Changes in Tax Laws and Interpretations Could Adversely Impact our Effective Tax Rates and Financial Results.

Our effective tax rate for 2024 incorporates our estimated Pillar Two tax liability.

In addition, the new presidential administration has articulated that it may impose substantial new or increased tariffs on foreign imports into the U.S., particularly from Canada and Mexico.

Our Reputation, Ability to Do Business, and Results of Operations Could be Impaired By Improper Conduct By Any of Our Employees, Agents, or Business Partners.

We are subject to regulation under a wide variety of U.S. federal and state and non-U.S. laws, regulations and policies (including those related to tariffs and trade barriers, investments, taxation, exchange controls, employment regulations, anti-corruption, anti-bribery, export and import compliance, anti-trust and money laundering).

In particular, the U.S. Foreign Corrupt Practices Act and similar anti-bribery laws in other jurisdictions generally prohibit companies and their intermediaries from making improper payments to government officials for the purpose of obtaining or retaining business, and we operate in many parts of the world that have experienced government corruption to some degree.

We cannot provide assurance our internal controls will always protect us from, or identify any, improper conduct of our employees, agents and business partners.

Any such violation of law or improper actions could subject us to civil or criminal investigations in the U.S. and other jurisdictions, could lead to substantial civil or criminal, monetary and non-monetary penalties and related shareholder lawsuits, could lead to increased costs of compliance, and could damage our reputation, our business and results of operations.

selling certain of our products.

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.

Changes in Tax Legislation Could Adversely Impact our Future Profitability.

We May Incur Substantial Costs as a Result of Claims Which Could Have an Adverse Effect on Our Results of Operations.

Our product liability insurance policies have limits that, if exceeded, may result in substantial costs that could have an adverse effect on our results of operations.

Disruptions in U.S. or global

In addition to the currency exchange risks inherent in operating in foreign countries, our international sales, and operations, including purchases of raw materials from international suppliers, are subject to risks associated with local government laws, regulations, and policies (including those related to tariffs and trade barriers, investments, taxation, exchange controls, employment regulations and changes in laws and regulations).

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

vulnerable to interruption or damage from 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.

Any Future Determination that a Significant Impairment of the Value of Our Goodwill Intangible Asset Occurred Could Have an Adverse Effect on Our Results of Operations.

As of December 31, 2023, we had goodwill of $222.1 million on our Consolidated Balance Sheet.

Any future determination that an impairment of the value of goodwill occurred would require a write-down of the impaired portion of goodwill to fair value and would reduce our assets and stockholders’ equity and could have a material adverse effect on our results of operations.

- [removed: warranty, intellectual property infringement,] product [removed: liability and other claims;][added: liability, warranty claims, or recalls;]

- extraordinary events beyond our [removed: controls,] [added: control,] such as conflicts, wars, natural disasters, public health crises, or terrorist acts;

- cyber attacks and other disruptions or misuse of information systems; [added: and]

- our ability to successfully realize, complete and integrate [removed: acquisitions; and][added: acquisitions.]

The European businesses [removed: are] [added: were] presented with the Corporate and Other business [removed: segment.][added: segment until their divestiture.]

- Net sales increased [removed: $264] [added: $359] million, or [removed: 6%,] [added: 7%,] to [removed: $4,982] [added: $5,341] million in [removed: 2023] [added: 2024] from [removed: $4,718] [added: $4,982] million in [removed: 2022.][added: 2023.]

- Operating income in [removed: 2023] [added: 2024] was [removed: $790] [added: $1,035] million compared to [removed: $656] [added: $790] million in [removed: 2022.][added: 2023.]

- Net income in [removed: 2023] [added: 2024] increased to [removed: $590] [added: $807] million from [removed: $497] [added: $590] million in [removed: 2022.][added: 2023.]

- Diluted earnings per share was [removed: $16.54] [added: $22.54] per share in [removed: 2023] [added: 2024] compared to [removed: $13.88] [added: $16.54] per share in [removed: 2022.][added: 2023.]

- We generated [removed: $736] [added: $946] million of cash flow from operating activities in [removed: 2023] [added: 2024] compared to [removed: $302] [added: $736] million in [removed: 2022.][added: 2023.]

- We returned [removed: $153] [added: $160] million to shareholders through dividend payments in [removed: 2023.][added: 2024.]

The Home Comfort Solutions segment experienced [removed: a 1%] [added: an 11%] increase in net sales and a [removed: $13] [added: $150] million increase in segment profit in [removed: 2023] [added: 2024] compared to [removed: 2022 as] [added: 2023 primarily driven by] favorable price and mix [removed: were partially offset by lower] [added: and higher] sales volumes.

Our Building Climate Solutions segment saw an increase in net sales of [removed: 18%] [added: 17%] and a [removed: $178] [added: $56] million increase in segment profit in [removed: 2023] [added: 2024] compared to [removed: 2022,] [added: 2023,] primarily due to favorable price and mix.

| | | | [removed: 2023] [added: 2024] | | | | | | | | | | | | [removed: 2022] [added: 2023] | | | | | | | | | | | | [removed: 2021] [added: 2022] | | | | | | | | |

| Net sales | | | $ | [removed: 4,981.9] [added: 5,341.3] | | | | | 100.0 | | % | | | | $ | [removed: 4,718.4] [added: 4,981.9] | | | | | 100.0 | | % | | | | $ | [removed: 4,194.1] [added: 4,718.4] | | | | | 100.0 | | % |

| Cost of goods sold | | | [removed: 3,434.1] [added: 3,569.4] | | | | | | [removed: 68.9] [added: 66.8] | | % | | | | [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] | | % |

| Gross profit | | | [removed: 1,547.8] [added: 1,771.9] | | | | | | [removed: 31.1] [added: 33.2] | | % | | | | [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] | | % |

| Selling, general and administrative expenses | | | [removed: 705.5] [added: 730.6] | | | | | | [removed: 14.2] [added: 13.7] | | % | | | | [removed: 627.2] [added: 705.5] | | | | | | [removed: 13.3] [added: 14.2] | | % | | | | [removed: 598.9] [added: 627.2] | | | | | | [removed: 14.3] [added: 13.3] | | % |

| Losses (gains) and other expenses, net | | | [removed: 8.5] [added: 12.9] | | | | | | 0.2 | | % | | | | [removed: 4.9] [added: 8.5] | | | | | | [removed: 0.1] [added: 0.2] | | % | | | | [removed: 9.2] [added: 4.9] | | | | | | [removed: 0.2] [added: 0.1] | | % |

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

| Impairment on assets held for sale | | | [removed: 63.2] [added: —] | | | | | | [removed: 1.3] [added: —] | | % | | | | [removed: —] [added: 63.2] | | | | | | [removed: —] [added: 1.3] | | % | | | | — | | | | | | — | | % |

| [removed: Gain] [added: Loss (gain)] on sale of businesses | | | [removed: (14.1)] [added: 1.5] | | | | | | [removed: (0.3)] [added: —] | | % | | | | [removed: —] [added: (14.1)] | | | | | | [removed: —] [added: (0.3)] | | % | | | | — | | | | | | — | | % |

| Income from equity method investments | | | [removed: (8.5)] [added: (7.9)] | | | | | | [removed: (0.2)] [added: (0.1)] | | % | | | | [removed: (5.1)] [added: (8.5)] | | | | | | [removed: (0.1)] [added: (0.2)] | | % | | | | [removed: (11.8)] [added: (5.1)] | | | | | | [removed: (0.3)] [added: (0.1)] | | % |

| Operating income | | | $ | [removed: 790.1] [added: 1,034.8] | | | | | [removed: 15.9] [added: 19.4] | | % | | | | $ | [removed: 656.2] [added: 790.1] | | | | | [removed: 13.9] [added: 15.9] | | % | | | | $ | [removed: 590.3] [added: 656.2] | | | | | [removed: 14.1] [added: 13.9] | | % |

| Net income | | | $ | [removed: 590.1] [added: 806.9] | | | | | [removed: 11.8] [added: 15.1] | | % | | | | $ | [removed: 497.1] [added: 590.1] | | | | | [removed: 10.5] [added: 11.8] | | % | | | | $ | [removed: 464.0] [added: 497.1] | | | | | [removed: 11.1] [added: 10.5] | | % |

Gross profit margins for 2023 increased 390 [removed: basis points (“bps”)] [added: bps] to 31.1% compared to 27.2% in 2022.

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

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

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

Refer to Note 5 in the Notes to the Consolidated Financial Statements for more information on litigation, including [removed: the] asbestos-related litigation, and [removed: the] environmental liabilities.

Partially offsetting these increases were $71 million from lower sales volume, $51 million from higher SG&A costs due primarily to higher discretionary spend and inflationary pressures, $30 million from higher factory inefficiencies, $31 million from higher distributions costs and $10 [removed: million from higher component costs.]

| Net sales | | | $ | 1,511.4 | | | | | $ | 1,286.3 | | | | | $ | 225.1 | | | | | [removed: 18] [added: 18%] | | [removed: %] |

| Profit | | | $ | 340.8 | | | | | $ | 162.9 | | | | | $ | 177.9 | | | | | [removed: 109] [added: 109%] | | [removed: %] |

Segment loss was unchanged in 2023 compared to 2022 as unfavorable SG&A costs of $7 million and unfavorable foreign currency of $4 million were offset by $11 million of higher segment profit from our European businesses [removed: due] primarily [removed: from] [added: due to] favorable price.

Year Ended December 31, [removed: 2022] [added: 2024] Compared to Year Ended December 31, [removed: 2021] [added: 2023] - Consolidated Results

SG&A expenses increased by [removed: $28] [added: $25] million in [removed: 2022] [added: 2024] compared to [removed: 2021.][added: 2023.]

Losses (gains) and other expenses, net for [removed: 2022] [added: 2024] and [removed: 2021] [added: 2023] included the following (in millions):

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

| Foreign currency exchange [removed: gains] [added: losses (gains)] | | | [removed: (1.3)] [added: 7.7] | | | | | | [removed: (2.2)] [added: (4.3)] | | |

| Gain on disposal of fixed assets | | | [removed: (1.0)] [added: (2.1)] | | | | | | [removed: (0.2)] [added: (0.5)] | | |

- artificial intelligence technologies;

- improper conduct by any of our employees, agents, or business partners;

- risks associated with our international operations;

As a result of the transition to low GWP refrigerants, customers pre-purchased R-410A equipment, which is estimated to have positively impacted revenue by $125 million.

Net sales increased 7% in 2024 compared to 2023 as higher sales volumes of 8%, favorable price and mix of 3% and an increase of sales volumes of 1% from our AES acquisition were partially offset by a 5% reduction in sales due to the fourth quarter 2023 sale of our European businesses.

Gross profit margins for 2024 increased 210 basis points (“bps”) to 33.2% compared to 31.1% in 2023.

Gross profit margin increased 250 bps from higher price and favorable mix, which was partially offset by 40 bps from higher freight and distribution costs.

As a percentage of net sales, SG&A expenses decreased 50 bps from 14.2% to 13.7% in the same periods, primarily due to higher employee-related costs including increased incentive compensation, which was partially offset by a $62 million reduction in SG&A expenses from our 2023 divestiture of our European businesses.

| | | | 2024 | | | | | | 2023 | | |

| Other operating (income) loss | | | 0.5 | | | | | | (1.6) | | |

There were no restructuring charges in 2024 compared to $3.1 million in 2023.

Net interest expense of $39 million in 2024 decreased from $52 million in 2023 primarily due to decreased borrowings on our revolving credit facility as a result of increased cash flow.

| | | | 2024 | | | | | | 2023 | | | | | | Difference | | | | | | % Change | | |

| Net sales | | | $ | 3,577.1 | | | | | $ | 3,222.9 | | | | | $ | 354.2 | | | | | 11% | | |

| Profit | | | $ | 759.7 | | | | | $ | 610.2 | | | | | $ | 149.5 | | | | | 25% | | |

| % of net sales | | | 21.2 | | % | | | | 18.9 | | % | | | | | | | | | | | | |

Segment profit in 2024 increased $150 million compared to 2023 primarily due to $122 million from higher price and favorable mix, $90 million from higher sales volumes and $10 million from factory productivity and favorable product costs, including LIFO.

| | | | 2024 | | | | | | 2023 | | | | | | Difference | | | | | | % Change | | |

| Net sales | | | $ | 1,764.2 | | | | | $ | 1,511.4 | | | | | $ | 252.8 | | | | | 17 | | % |

| Profit | | | $ | 396.9 | | | | | $ | 340.8 | | | | | $ | 56.1 | | | | | 16 | | % |

Net sales increased 17% in 2024 compared to 2023 primarily due to a 9% increase in sales volumes, a 3% increase in higher price and favorable mix, and a 5% increase in sales volumes from our AES acquisition.

Segment profit in 2024 increased $56 million compared to 2023 primarily due to $44 million from higher sales volumes, $39 million from price and mix benefit, and $15 million from our AES acquisition.

Partially offsetting these increases were $33 million in expenses from higher factory inefficiencies, which includes costs related to the ramp up of our new facility in Mexico, and slightly higher product costs, which includes LIFO, and $9 million of inflationary wage impacts.

| | | | 2024 | | | | | | 2023 | | | | | | Difference | | | | | | % Change | | |

| Net sales | | | $ | — | | | | | $ | 247.6 | | | | | $ | (247.6) | | | | | (100) | | % |

| Loss | | | $ | (120.3) | | | | | $ | (93.9) | | | | | $ | (26.4) | | | | | 28 | | % |

Net sales decreased $248 million and segment loss increased $26 million in 2024 as compared to 2023.

Our European businesses, which were sold in 2023, generated net sales of $248 million and a profit of $7 million in 2023.

Excluding our European business, Corporate and Other costs increased $19 million in 2024 as compared to 2023 primarily due to higher incentive compensation and other employee costs and wage inflation.

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

Refer to Note 5 in the Notes to the

Consolidated Financial Statements for more information on litigation, including the asbestos-related litigation, and the environmental liabilities.

Charges in 2023 were related to the reorganization or removal of duplicative headcount and infrastructure.

In 2023, we recorded a $2.3 million impairment of goodwill related to our agreement to sell our European commercial HVAC and refrigeration businesses.

In the third quarter of 2023, we recorded a $22.6 million impairment of property, plant and equipment related to our agreement to sell our European commercial HVAC and refrigeration businesses.

million from higher component costs.

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

The increase was primarily due to share repurchases in 2024, offset by decreased net debt repayments.

We repurchased $54 million as part of our Share Repurchase Plans, as compared to no repurchases in 2023.

| Senior unsecured notes | | | 800.0 | | |

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

- impairment of the value of our goodwill.

- 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.

*Pension Settlement*

Refer to Note 10 in the Notes to the Consolidated Financial Statements for more information on pensions and employee benefit plans.

Net sales increased 13% in 2022 compared to 2021 as favorable price of 10%, favorable product mix of 2% and 2% from higher sales volume were partially offset by 1% from unfavorable foreign currency.

Gross profit margins for 2022 declined 110 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 higher other product costs including LIFO, 90 bps from higher factory inefficiencies, 80 bps from higher freight and distribution costs and 60 bps from unfavorable product mix.

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

As a percentage of net sales, SG&A expenses decreased 100 bps from 14.3% to 13.3% in the same periods primarily due to lower discretionary expenditures.

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

| Other operating income | | | (1.0) | | | | | | (1.5) | | |

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

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

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

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

We did not record any goodwill impairments in 2022 or 2021.

We did not have significant pension buyout activity in 2022 and 2021.

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

Net interest expense of $39 million in 2022 increased from $25 million in 2021 primarily due to higher borrowing costs.

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

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

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

Partially offsetting these increases was 1% from unfavorable foreign currency.

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

| Net sales | | | $ | 1,286.4 | | | | | $ | 1,188.8 | | | | | $ | 97.6 | | | | | 8% | | |

| Profit | | | $ | 162.9 | | | | | $ | 164.6 | | | | | $ | (1.7) | | | | | (1)% | | |

| % of net sales | | | 12.7 | | % | | | | 13.8 | | % | | | | | | | | | | | | |

Net sales increased 8% in 2022 compared to 2021 due to an increase in product mix of 9% and an increase in price of 5%.

Partially offsetting these increases was lower sales volume of 6%.

Segment profit in 2022 decreased $2 million compared to 2021 due to $30 million from higher factory inefficiencies, $29 million in higher component costs, $23 million in higher commodity costs, $22 million in lower sales volume, $21 million from higher other product costs including LIFO, $16 million in higher SG&A costs, $4 million from higher freight and distribution costs and $2 million from miscellaneous other items.

Partially offsetting these decreases was an increase in price of $107 million, $36 million increase in product mix, $1 million in lower product warranty costs and $1 million in favorable foreign currency translation.

| Net sales | | | $ | 233.7 | | | | | $ | 229.7 | | | | | $ | 4.0 | | | | | 2 | | % |

| Loss | | | $ | (94.0) | | | | | $ | (101.0) | | | | | $ | 7.0 | | | | | (7) | | % |

| % of net sales | | | (40.2) | | % | | | | (44.0) | | % | | | | | | | | | | | | |

Net sales increased 2% in 2022 compared to 2021 due to our European businesses.

Segment loss decreased by $7 million in 2022 compared to 2021 due primarily to a $7 million reduction in SG&A costs.

The increase was primarily due to paydown of our debt balances during 2023.

We did not repurchase any shares in 2023 compared to $300 million of share repurchases in 2022.

Our [removed: three] [added: two] business segments, Home Comfort Solutions [removed: (formerly known as Residential Heating & Cooling),] [added: and] Building Climate [removed: Solutions (formerly known as Commercial Heating & Cooling) and Corporate and Other,] [added: Solutions,] the key products, services and well-known product and brand names within each segment and net sales in [removed: 2023] [added: 2024] by segment are shown in the table below.

Segment financial data for [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021,] [added: 2022,] 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: 2023] [added: 2024] Net Sales (in millions) | | |

| 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, iComfort, ComfortSense and Lennox Stores | | | | | | $ | [removed: 3,222.9] [added: 3,577.1] | |

| 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 [removed: Reclaim,] [added: Recycle,] Heatcraft Worldwide [removed: Refrigeration,,] [added: Refrigeration,] Bohn, MAGNA, Larkin, Climate Control, Chandler Refrigeration, [removed: Frigua-Bohn,] IntelliGen and Interlink | | | | | | [removed: 1,511.4] [added: 1,764.2] | | |

We manufacture and market a broad range of [added: heat pumps,] furnaces, air conditioners, [removed: heat pumps,] packaged heating and cooling systems, equipment and accessories to improve indoor air quality, comfort control products, replacement parts and supplies and related products for both the residential replacement and new construction markets in North America.

These products are available in a variety of designs and efficiency levels and at a range of price points, and are intended to provide a complete line of home comfort [removed: systems.][added: solutions.]

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

In 2023, we successfully updated our [removed: line] [added: lines] of [removed: commercial] HVAC equipment to comply with the latest energy conservation [removed: standard] [added: standards] from the U.S. Department of Energy.

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

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

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

Our commercial refrigeration products [removed: for the North American market] include condensing units, unit coolers, fluid coolers, air-cooled condensers, air handlers and refrigeration rack systems.

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

[removed: The] [added: Prior to 2024, our] Corporate and Other segment included the results of our European operations.

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

[removed: The goal of the strategic sourcing group is to develop global] strategies for a given component group that focuses on developing long-term relationships that provide significant value to our businesses.

Compressors, motors and controls constitute our most significant component purchases, while steel, [removed: copper and] aluminum [added: and copper] account for the bulk of our raw material purchases.

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

HVAC products and services are sold year round, but the volume and mix of product sales and [removed: service] [added: services] change significantly by season.

- *Heating & Cooling 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 King, [removed: Friedrich);] [added: Friedrich, Nortek);] Johnson Controls, Inc. (York, Luxaire, Coleman, Champion); Daikin Industries, Ltd. (Daikin, Goodman, Amana, GMC); and Melrose Industries PLC (Maytag, Westinghouse, Frigidaire, Tappan, Philco, Kelvinator, Gibson, Broan, NuTone).

- *Heating & Cooling 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); [removed: Melrose Industries PLC (Mammoth);] and AAON, Inc.

As of December 31, [removed: 2023,] [added: 2024,] we employed approximately [removed: 12,600] [added: 14,200] people.

Of these employees, approximately [removed: 4,800] [added: 5,200] were salaried and [removed: 7,800] [added: 9,000] were hourly.

Approximately [removed: 3,600] [added: 4,500] of our employees, including international locations, are represented by unions.

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

The [removed: committees] [added: committee] also [removed: report] [added: reports] to the full Board on these key employee matters.

These [removed: include] [added: include,] among other things: (1) providing competitive compensation and benefit programs, (2) providing career development programs, (3) promoting health and safety, and (4) championing [removed: a diverse and] [added: an] inclusive work environment.

[removed: Further information] [added: Information] on our sustainability commitment is available on our website.

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

[removed: *Diversity] [added: *Inclusion] and [removed: Inclusion.*] [added: Belonging.*] We are committed to [removed: a diverse workforce] [added: an inclusive work environment] built on a foundation of respect and value for people of different backgrounds, experiences, and perspectives.

Our commitment to [removed: diversity and] inclusion [added: and belonging] enables all employees to be creative, feel challenged, and thrive, which ultimately allows us to leverage the unique strengths of our employees to deliver innovative products and solutions for our customers.

Our senior [removed: managers,] [added: leaders,] together with our human resources team, are devoted to promoting the above priorities to remain an employer of choice.

We regularly conduct anonymous surveys to seek feedback from our employees on a variety of subjects, including safety, communications, [removed: diversity] [added: inclusion] and [removed: inclusion,] [added: belonging,] management support to succeed within our company, and career growth.

Environmental laws [added: and regulations] affect or could affect our operations.

We are prepared to have compliant products in place in advance of the effective dates of all such regulations [removed: being considered] [added: enacted] by the U.S. Department of Energy.

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 [removed: (GWP).][added: (“GWP”).]

[removed: The EPA mandated that manufacturers transition] [added: Transition] to refrigerants with a GWP of 700 or less [removed: by January 1, 2025,] for most commercial and residential HVAC [removed: products.][added: products was effective January 1, 2025.]

In addition to affecting our ongoing operations, applicable environmental laws [added: and regulations] can impose obligations to remediate hazardous substances at our properties, at properties formerly owned or operated by us and at facilities to which we have sent or send waste for treatment or disposal.

[added: All HVACR products and] certain components of such products are potentially subject to these types of requirements.

The Corporate and Other segment previously held our European operations, which were successfully divested in the fourth quarter of 2023.

Corporate and Other was excluded from the table below as there were no sales in 2024.

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

| | | | | | | | | | | | | Total | | | | | | $ | 5,341.3 | |

*Samsung JV*.

We own a 49.9% interest in a joint venture with Samsung that distributes Samsung ductless AC and heat pump products in the U.S. and Canada as well as "Lennox powered by Samsung" branded products through Lennox stores and direct-to-dealer network.

Results are reported in either Home Comfort Solutions or Building Climate Solutions based on product type.

and other field-engineered applications.

We are advancing our market position through a balanced approach that includes organic growth and selective strategic investments.

By effectively managing pricing and costs, we are driving margin expansion and profitability.

Our success is rooted in a three-phase self-help transformation plan that continues to guide our progress over the coming years.

Additionally, we are focused on improving the fulfillment rate of HVAC equipment and driving higher attachment rates for parts and accessories, delivering a seamless and comprehensive solution that enhances customer satisfaction.

We are committed to sustaining resilient margins through pricing excellence, enhanced productivity from higher volumes, material cost reductions, and a favorable mix influenced by regulatory transitions.

Together, these initiatives fortify our financial foundation and long-term competitiveness.

The goal of the strategic sourcing group is to develop global

In January 2025, Lennox announced Mr. Bedard’s decision to retire from Lennox.

*Monica M.

Brown* was appointed Executive Vice President, Chief Legal Officer, and Secretary effective January 1, 2025*.* Previously, she served as LII’s Vice President, Deputy General Counsel, and Assistant Secretary.

During her tenure at Lennox, she has been responsible for a broad range of legal functions, including securities, corporate governance, real estate, and the

refrigeration and residential businesses.

Prior to starting at Lennox in 2012, she practiced commercial litigation at Jones Day, a multinational law firm, for almost 13 years.

She received her bachelor’s degree in mathematics from Howard University and has a juris doctor from the University of Texas.

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

Beginning in 2023, our Heatcraft Worldwide Refrigeration business became part of the Building Climate Solutions segment and the European portfolio is presented with Corporate and Other.

As we have managed the businesses in this manner beginning in 2023, we have presented the financial results of the revised segments beginning in 2023.

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

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

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

Our global manufacturing, distribution, sales and marketing footprint serves customers in approximately 100 countries worldwide.

We

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

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.

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

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.

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

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

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

All HVACR products and

sales leadership roles for commercial applied and unitary systems as well as residential systems.

He is also a Certified Public Accountant.

*Joseph W.

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

Before joining the Company, he held financial leadership roles at Cummins Inc. and PolyOne Corporation.

He is a director of Watts Water Technologies, Inc., a global provider of plumbing, heating and water quality solutions for residential, industrial, municipal and commercial settings.

Mr. Reitmeier holds a bachelor’s degree in accounting from the University of Akron and an MBA from Case Western Reserve University.

Torres* was appointed Executive Vice President, Chief Legal Officer, and Secretary in December 2008.

For the fiscal year ended December 31, [removed: 2023][added: 2024]

As of June 30, [removed: 2023,] [added: 2024,] the aggregate market value of the common stock held by non-affiliates of the registrant was approximately [removed: $11.6] [added: $17.1] billion

As of February [removed: 6, 2024,] [added: 4, 2025,] there were [removed: 35,586,684] [added: 35,579,664] shares of the registrant’s common stock outstanding.

Portions of the registrant’s [removed: 2024] [added: 2025] Definitive Proxy Statement to be filed with the Securities and Exchange Commission in connection with the registrant’s [removed: 2024] [added: 2025] Annual Meeting of Stockholders to be held on May [removed: 16, 2024] [added: 22, 2025] are incorporated by reference into Part III of this report.

| ITEM 1. | | | [removed: [Business](#i118dbbe062584637bf86c12fd530740c_13)] [added: [Business](#i5ba13af5efd14da2bc4a07c78202d674_13)] | | | [removed: [1](#i118dbbe062584637bf86c12fd530740c_13)] [added: [1](#i5ba13af5efd14da2bc4a07c78202d674_13)] | | |

| ITEM 1A. | | | [Risk [removed: Factors](#i118dbbe062584637bf86c12fd530740c_16)] [added: Factors](#i5ba13af5efd14da2bc4a07c78202d674_16)] | | | [removed: [8](#i118dbbe062584637bf86c12fd530740c_16)] [added: [8](#i5ba13af5efd14da2bc4a07c78202d674_16)] | | |

| ITEM 1B. | | | [Unresolved Staff [removed: Comments](#i118dbbe062584637bf86c12fd530740c_19)] [added: Comments](#i5ba13af5efd14da2bc4a07c78202d674_19)] | | | [removed: [14](#i118dbbe062584637bf86c12fd530740c_19)] [added: [14](#i5ba13af5efd14da2bc4a07c78202d674_19)] | | |

| ITEM 1C. | | | [removed: [Cybersecurity](#i118dbbe062584637bf86c12fd530740c_2134)] [added: [Cybersecurity](#i5ba13af5efd14da2bc4a07c78202d674_22)] | | | [removed: [14](#i118dbbe062584637bf86c12fd530740c_2134)] [added: [15](#i5ba13af5efd14da2bc4a07c78202d674_22)] | | |

| ITEM 2. | | | [removed: [Properties](#i118dbbe062584637bf86c12fd530740c_22)] [added: [Properties](#i5ba13af5efd14da2bc4a07c78202d674_25)] | | | [removed: [16](#i118dbbe062584637bf86c12fd530740c_22)] [added: [16](#i5ba13af5efd14da2bc4a07c78202d674_25)] | | |

| ITEM 3. | | | [Legal [removed: Proceedings](#i118dbbe062584637bf86c12fd530740c_25)] [added: Proceedings](#i5ba13af5efd14da2bc4a07c78202d674_28)] | | | [removed: [17](#i118dbbe062584637bf86c12fd530740c_25)] [added: [17](#i5ba13af5efd14da2bc4a07c78202d674_28)] | | |

| ITEM 4. | | | [Mine Safety [removed: Disclosures](#i118dbbe062584637bf86c12fd530740c_28)] [added: Disclosures](#i5ba13af5efd14da2bc4a07c78202d674_31)] | | | [removed: [17](#i118dbbe062584637bf86c12fd530740c_28)] [added: [17](#i5ba13af5efd14da2bc4a07c78202d674_31)] | | |

| ITEM 5. | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i118dbbe062584637bf86c12fd530740c_34)] [added: Securities](#i5ba13af5efd14da2bc4a07c78202d674_37)] | | | [removed: [17](#i118dbbe062584637bf86c12fd530740c_34)] [added: [17](#i5ba13af5efd14da2bc4a07c78202d674_37)] | | |

| ITEM 6. | | | Reserved | | | [removed: [18](#i118dbbe062584637bf86c12fd530740c_37)] [added: [18](#i5ba13af5efd14da2bc4a07c78202d674_40)] | | |

| ITEM 7. | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i118dbbe062584637bf86c12fd530740c_40)] [added: Operations](#i5ba13af5efd14da2bc4a07c78202d674_43)] | | | [removed: [18](#i118dbbe062584637bf86c12fd530740c_40)] [added: [18](#i5ba13af5efd14da2bc4a07c78202d674_43)] | | |

| ITEM 7A. | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#i118dbbe062584637bf86c12fd530740c_73)] [added: Risk](#i5ba13af5efd14da2bc4a07c78202d674_79)] | | | [removed: [31](#i118dbbe062584637bf86c12fd530740c_73)] [added: [31](#i5ba13af5efd14da2bc4a07c78202d674_79)] | | |

| ITEM 8. | | | [Financial Statements and Supplementary [removed: Data](#i118dbbe062584637bf86c12fd530740c_76)] [added: Data](#i5ba13af5efd14da2bc4a07c78202d674_82)] | | | [removed: [32](#i118dbbe062584637bf86c12fd530740c_76)] [added: [32](#i5ba13af5efd14da2bc4a07c78202d674_82)] | | |

| ITEM 9. | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#i118dbbe062584637bf86c12fd530740c_178)] [added: Disclosure](#i5ba13af5efd14da2bc4a07c78202d674_187)] | | | [removed: [78](#i118dbbe062584637bf86c12fd530740c_178)] [added: [77](#i5ba13af5efd14da2bc4a07c78202d674_187)] | | |

| ITEM 9A. | | | [Controls and [removed: Procedures](#i118dbbe062584637bf86c12fd530740c_181)] [added: Procedures](#i5ba13af5efd14da2bc4a07c78202d674_190)] | | | [removed: [78](#i118dbbe062584637bf86c12fd530740c_181)] [added: [77](#i5ba13af5efd14da2bc4a07c78202d674_190)] | | |

| ITEM 9B. | | | [Other [removed: Information](#i118dbbe062584637bf86c12fd530740c_184)] [added: Information](#i5ba13af5efd14da2bc4a07c78202d674_193)] | | | [removed: [78](#i118dbbe062584637bf86c12fd530740c_184)] [added: [77](#i5ba13af5efd14da2bc4a07c78202d674_193)] | | |

| ITEM 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i118dbbe062584637bf86c12fd530740c_2141)] [added: Inspections](#i5ba13af5efd14da2bc4a07c78202d674_196)] | | | [removed: [78](#i118dbbe062584637bf86c12fd530740c_2141)] [added: [77](#i5ba13af5efd14da2bc4a07c78202d674_196)] | | |

| ITEM 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i118dbbe062584637bf86c12fd530740c_190)] [added: Governance](#i5ba13af5efd14da2bc4a07c78202d674_202)] | | | [removed: [78](#i118dbbe062584637bf86c12fd530740c_190)] [added: [78](#i5ba13af5efd14da2bc4a07c78202d674_202)] | | |

| ITEM 11. | | | [Executive [removed: Compensation](#i118dbbe062584637bf86c12fd530740c_193)] [added: Compensation](#i5ba13af5efd14da2bc4a07c78202d674_205)] | | | [removed: [79](#i118dbbe062584637bf86c12fd530740c_193)] [added: [78](#i5ba13af5efd14da2bc4a07c78202d674_205)] | | |

| ITEM 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i118dbbe062584637bf86c12fd530740c_196)] [added: Matters](#i5ba13af5efd14da2bc4a07c78202d674_208)] | | | [removed: [79](#i118dbbe062584637bf86c12fd530740c_196)] [added: [78](#i5ba13af5efd14da2bc4a07c78202d674_208)] | | |

| ITEM 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i118dbbe062584637bf86c12fd530740c_199)] [added: Independence](#i5ba13af5efd14da2bc4a07c78202d674_211)] | | | [removed: [79](#i118dbbe062584637bf86c12fd530740c_199)] [added: [78](#i5ba13af5efd14da2bc4a07c78202d674_211)] | | |

| ITEM 14. | | | [Principal [removed: Account](#i118dbbe062584637bf86c12fd530740c_202)[ant](#i118dbbe062584637bf86c12fd530740c_202)] [added: Account](#i5ba13af5efd14da2bc4a07c78202d674_214)[ant](#i5ba13af5efd14da2bc4a07c78202d674_214)] [Fees and [removed: Services](#i118dbbe062584637bf86c12fd530740c_202)] [added: Services](#i5ba13af5efd14da2bc4a07c78202d674_214)] | | | [removed: [79](#i118dbbe062584637bf86c12fd530740c_202)] [added: [78](#i5ba13af5efd14da2bc4a07c78202d674_214)] | | |

| ITEM 15. | | | [Exhibits and Financial Statement [removed: Schedules](#i118dbbe062584637bf86c12fd530740c_208)] [added: Schedules](#i5ba13af5efd14da2bc4a07c78202d674_220)] | | | [removed: [79](#i118dbbe062584637bf86c12fd530740c_208)] [added: [78](#i5ba13af5efd14da2bc4a07c78202d674_220)] | | |

| ITEM 16. | | | [Form 10-K [removed: Summary](#i118dbbe062584637bf86c12fd530740c_214)] [added: Summary](#i5ba13af5efd14da2bc4a07c78202d674_226)] | | | [removed: [82](#i118dbbe062584637bf86c12fd530740c_214)] [added: [83](#i5ba13af5efd14da2bc4a07c78202d674_226)] | | |

| | | | [SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND [removed: RESERVES](#i118dbbe062584637bf86c12fd530740c_220)] [added: RESERVES](#i5ba13af5efd14da2bc4a07c78202d674_232)] | | | [removed: [84](#i118dbbe062584637bf86c12fd530740c_220)] [added: [85](#i5ba13af5efd14da2bc4a07c78202d674_232)] | | |

For the Fiscal Year Ended December 31, 2024

| | | | [SIGNATURES](#i5ba13af5efd14da2bc4a07c78202d674_229) | | | [84](#i5ba13af5efd14da2bc4a07c78202d674_229) | | |

| | | | [SIGNATURES](#i118dbbe062584637bf86c12fd530740c_217) | | | [83](#i118dbbe062584637bf86c12fd530740c_217) | | |

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

These controls and procedures include [added: processes that oversee and identify] cybersecurity risks associated with third-party service [removed: providers.][added: providers that we engage, as described below.]

Our Chief Technology Officer is [added: ultimately] responsible for overseeing [added: all] cybersecurity [added: management, including the three core teams mentioned above,] 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 [removed: these issues.][added: enterprise risk management processes and policies.]

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

Our internal audit function also performs independent testing on aspects of the operations of our cybersecurity program and the supporting controls based upon its risk-based internal audit plan and reports the results of these audits in its periodic reports to the Audit Committee.

To our knowledge, LII’s business strategy, results of operations and financial condition have not been materially affected by risks from cybersecurity threats within the last three years, including as a result of previously identified cybersecurity incidents.

However, we cannot provide assurance that they will not be materially affected in the future by such risks or any future material incidents.

For more information on our cybersecurity related risks, see Item 1A, “Risk Factors.”

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

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.

The following chart lists our principal domestic and international manufacturing, distribution and office facilities as of December 31, [removed: 2023] [added: 2024] and indicates the business segment that uses such facilities, the approximate size of such facilities and whether such facilities are owned or leased.

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

| [removed: Carrollton,] [added: DFW Airport,] TX | | | Home Comfort Solutions & Building Climate Solutions | | | Distribution | | | [removed: 252] [added: 580] | | | Leased | | |

| [removed: DFW Airport, TX] [added: Tallassee, AL] | | | Building Climate Solutions | | | Distribution [added: & Office] | | | [removed: 80] [added: 81] | | | Leased | | |

| Tifton, GA | | | Building Climate Solutions | | | Manufacturing & Distribution | | | [removed: 738] [added: 825] | | | Owned & Leased | | |

| Richardson, TX | | | Corporate and Other | | | Corporate Headquarters | | | [removed: 359] [added: 375] | | | Owned | | |

| Chennai, India | | | Corporate and Other | | | Research & Development & Office | | | [removed: 108] [added: 265] | | | Leased | | |

| Saltillo, Mexico | | | Building Climate Solutions | | | Manufacturing & Distribution | | | 820 | | | Owned | | |

As of the close of business on February [removed: 6, 2024,] [added: 4, 2025,] approximately [removed: 510] [added: 488] 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 [removed: Standards] [added: Standard] & Poor’s Midcap 400 Index, a broad index of mid-size U.S. [removed: companies] [added: companies, Standard & Poor’s 500 Index] of which the Company is a [removed: part,] [added: part beginning in 2024, a broad index of large U.S. companies,] and with a [removed: 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: 2018,] [added: 2019,] with dividends reinvested.

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

[removed: ][added: ]

[removed: Our] [added: Since the inception of the Company’s share repurchase program in 2008, our] Board of Directors has authorized a total of $4 billion to repurchase shares of our common stock (collectively referred to as the “Share Repurchase Plans”), including an incremental $1.0 billion share repurchase authorization in July 2021.

As of December 31, [removed: 2023, $546] [added: 2024, $492] million is available to repurchase shares under the Share Repurchase Plans.

In the fourth quarter of 2024, we purchased shares of our common stock as follows:

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

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

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

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

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

| October 1 through October 31 | | | 24,000 | | | | | | $ | 602.59 | | | | | 24,000 | | | | | | $ | 518.0 | |

| November 1 through November 30 | | | 20,000 | | | | | | $ | 631.85 | | | | | 20,000 | | | | | | $ | 505.4 | |

| December 1 through December 31 | | | 21,000 | | | | | | $ | 645.42 | | | | | 21,000 | | | | | | $ | 491.8 | |

| | | | 65,000 | | | | | | | | | | | | 65,000 | | | | | | | | |

(1) Since the inception of the Company’s share repurchase program in 2008, the Board has authorized share repurchases in an amount not to exceed $4.0 billion (the "Share Repurchase Plans").

The Share Repurchase Plans do not have an expiration date.

See Note 6 in the Notes to the Consolidated Financial Statement for further details.

AAON, Inc., Comfort Systems USA, Inc., Johnson Controls International plc, and Watsco, Inc. represent our previous peer group (“Old 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.

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: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity (deficit), and cash flows for each of the years in the three-year period ended December 31, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, [removed: 2023,] [added: 2024,] 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: 2023] [added: 2024] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

The Company’s product warranty liability was [removed: $142.8] [added: $158.4] million as of December 31, [removed: 2023.][added: 2024.]

| | | | [added: 2024 | | | | | |] 2023 | | | | | | 2022 | | |

| Cash and cash equivalents | | | $ | [removed: 60.7] [added: 415.1] | | | | | $ | [removed: 52.6] [added: 60.7] | |

| Short-term investments | | | [removed: 8.4] [added: 7.2] | | | | | | [removed: 8.5] [added: 8.4] | | |

| Accounts and notes receivable, net of allowances of [removed: $14.4] [added: $17.8] and [removed: $15.5] [added: $14.4] in [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively | | | [removed: 594.6] [added: 661.1] | | | | | | [removed: 608.5] [added: 594.6] | | |

| Inventories, net | | | [removed: 699.1] [added: 704.8] | | | | | | [removed: 753.0] [added: 699.1] | | |

| Other assets | | | [removed: 70.7] [added: 96.0] | | | | | | [removed: 73.9] [added: 70.7] | | |

| Total current assets | | | [removed: 1,433.5] [added: 1,884.2] | | | | | | [removed: 1,496.5] [added: 1,433.5] | | |

| Property, plant and equipment, net of accumulated depreciation of [removed: $910.8] [added: $956.8] and [removed: $920.8] [added: $910.8] in [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively | | | [removed: 720.4] [added: 800.1] | | | | | | [removed: 548.9] [added: 720.4] | | |

| Right-of-use assets from operating leases | | | [removed: 213.6] [added: 327.2] | | | | | | [removed: 219.9] [added: 213.6] | | |

| Goodwill | | | [removed: 222.1] [added: 220.0] | | | | | | [removed: 186.3] [added: 222.1] | | |

| Deferred income taxes | | | [removed: 51.8] [added: 75.1] | | | | | | [removed: 27.5] [added: 51.8] | | |

| Other assets, net | | | [removed: 156.9] [added: 165.2] | | | | | | [removed: 88.5] [added: 156.9] | | |

| Total assets | | | $ | [added: 3,471.8 | | | | | $ |] 2,798.3 | | | | | $ | 2,567.6 | |

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

| Commercial paper | | | $ | [removed: 150.0] [added: —] | | | | | $ | [removed: —] [added: 150.0] | |

| Current maturities of long-term debt | | | [removed: 12.1] [added: 314.5] | | | | | | [removed: 710.6] [added: 12.1] | | |

| Current operating lease liabilities | | | [removed: 57.5] [added: 73.4] | | | | | | [removed: 63.3] [added: 57.5] | | |

| Accounts payable | | | [removed: 374.7] [added: 490.0] | | | | | | [removed: 427.3] [added: 374.7] | | |

| Accrued expenses | | | [removed: 416.1] [added: 435.4] | | | | | | [removed: 376.9] [added: 416.1] | | |

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

| Total current liabilities | | | [removed: 1,014.6] [added: 1,313.3] | | | | | | [removed: 1,595.7] [added: 1,014.6] | | |

| Long-term debt | | | [removed: 1,143.1] [added: 833.1] | | | | | | [removed: 814.2] [added: 1,143.1] | | |

| Long-term operating lease liabilities | | | [removed: 164.6] [added: 267.6] | | | | | | [removed: 161.8] [added: 164.6] | | |

| Pensions | | | [removed: 22.5] [added: 18.9] | | | | | | [removed: 40.1] [added: 22.5] | | |

| Other liabilities | | | [removed: 168.2] [added: 188.7] | | | | | | [removed: 158.9] [added: 168.2] | | |

| Total liabilities | | | [removed: 2,513.0] [added: 2,621.6] | | | | | | [removed: 2,770.7] [added: 2,513.0] | | |

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

| Additional paid-in capital | | | [removed: 1,184.6] [added: 1,213.3] | | | | | | [removed: 1,155.2] [added: 1,184.6] | | |

| Retained earnings | | | [removed: 3,506.2] [added: 4,150.8] | | | | | | [removed: 3,070.6] [added: 3,506.2] | | |

| Accumulated other comprehensive loss | | | [removed: (56.9)] [added: (93.7)] | | | | | | [removed: (90.6)] [added: (56.9)] | | |

| Treasury stock, at cost, [removed: 51,588,103] [added: 51,573,986] shares and [removed: 51,700,260] [added: 51,588,103] shares for [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively | | | [removed: (4,349.5)] [added: (4,421.1)] | | | | | | [removed: (4,339.2)] [added: (4,349.5)] | | |

| Total stockholders' equity [removed: (deficit)] | | | [removed: 285.3] [added: 850.2] | | | | | | [removed: (203.1)] [added: 285.3] | | |

February 11, 2025

| | | | 2024 | | | | | | 2023 | | |

| Loss (gain) on sale from previous dispositions | | | 1.5 | | | | | | (14.1) | | | | | | — | | |

| Share of equity method investments other comprehensive income | | | | | | — | | | | | | — | | | | | | — | | | | | | (0.2) | | | | | | — | | | | | | — | | | | | | | | | | | | (0.2) | | |

| Balance as of December 31, 2024 | | | | | | $ | 0.9 | | | | | $ | 1,213.3 | | | | | $ | 4,150.8 | | | | | $ | (93.7) | | | | | $ | 51.6 | | | | | $ | (4,421.1) | | | | | | | | | | | $ | 850.2 | |

For the Years Ended December 31, 2024, 2023 and 2022

| Loss (gain) on sale from previous dispositions | | | 1.5 | | | | | | (14.1) | | | | | | — | | |

| Income from equity method investments | | | (7.9) | | | | | | (8.5) | | | | | | (5.1) | | |

| Acquisitions, net of cash | | | 1.8 | | | | | | (94.9) | | | | | | — | | |

| Commercial paper payments | | | (574.1) | | | | | | — | | | | | | — | | |

| Borrowings from debt arrangements | | | 156.7 | | | | | | 1,911.0 | | | | | | 2,944.5 | | |

| Payments on debt arrangements | | | (194.3) | | | | | | (2,797.4) | | | | | | (2,671.9) | | |

ASU 2023-09 requires that on an annual basis, entities disclose specific categories in the rate reconciliation and additional information for reconciling items that meet a certain quantitative threshold.

The amendment also requires enhanced disclosures around taxes paid and income tax expense by federal, state and foreign jurisdictions.

We will adopt ASU 2023-09 in the fourth quarter of 2025.

In November 2024, the FASB issued ASU No. 2024-03, *Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40)*, which will require public entities to disclose additional information about specific expense categories in the notes to the financial statements at interim and annual reporting periods.

ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

Recently Adopted Accounting Pronouncements

The adoption of ASU 2023-02 did not have a material impact on our financial statements.

We adopted the standard in the current period.

See Note 3 for more information.

In the fourth quarter of 2023, we successfully completed the divestiture of our European operations, which until that time, were presented with the Corporate and Other segment.

The chief operating decision maker uses segment profit or loss from operations before interest and income taxes, excluding certain items, to allocate resources (including employees, financial, or capital resources) for each segment predominantly in the annual budget and forecasting process.

The chief operating decision maker considers budget-to-actual variances in segment profit or loss and its individual components on a monthly basis when evaluating segment performance and making decisions about allocating resources to the segments.

The Company’s chief operating decision maker is Alok Maskara, Chief Executive Officer.

Key financial information for each segment is shown below (in millions):

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

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

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

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

| | | | Home Comfort Solutions | | | | | | Business Climate Solutions | | | | | | Corporate and Other (1) | | | | | | Total | | |

| Cost of Goods Sold | | | 2,426.2 | | | | | | 1,142.5 | | | | | | 0.7 | | | | | | 3,569.4 | | |

| Selling, general and administrative | | | 393.8 | | | | | | 229.9 | | | | | | 107.0 | | | | | | 730.6 | | |

| Other (income) expense(3) | | | (2.5) | | | | | | (5.2) | | | | | | 12.7 | | | | | | 5.0 | | |

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

| Net Sales(2) | | | $ | 3,222.9 | | | | | $ | 1,511.4 | | | | | $ | 247.6 | | | | | $ | 4,981.9 | |

| Cost of Goods Sold | | | 2,277.3 | | | | | | 977.9 | | | | | | 178.9 | | | | | | 3,434.1 | | |

| Selling, general and administrative | | | 350.2 | | | | | | 197.5 | | | | | | 157.8 | | | | | | 705.5 | | |

| Other (income) expense(3) | | | (14.8) | | | | | | (4.8) | | | | | | 4.8 | | | | | | (14.8) | | |

| Segment profit (loss)(4) | | | $ | 610.2 | | | | | $ | 340.8 | | | | | $ | (93.9) | | | | | $ | 857.1 | |

February 13, 2024

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

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

| Balance as of December 31, 2020 | | | | | | $ | 0.9 | | | | | $ | 1,113.2 | | | | | $ | 2,385.8 | | | | | $ | (97.2) | | | | | $ | 48.8 | | | | | $ | (3,419.8) | | | | | | | | | | | $ | (17.1) | |

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

| Asset securitization borrowings | | | 190.0 | | | | | | 407.0 | | | | | | 627.0 | | |

| Asset securitization payments | | | (540.0) | | | | | | (307.0) | | | | | | (377.0) | | |

| Long-term debt payments | | | (364.4) | | | | | | (12.9) | | | | | | (12.3) | | |

| Borrowings from credit facility | | | 1,721.0 | | | | | | 2,537.5 | | | | | | 1,162.5 | | |

| Payments on credit facility | | | (1,893.0) | | | | | | (2,352.0) | | | | | | (1,156.0) | | |

| Insurance recoveries received | | | $ | — | | | | | $ | — | | | | | $ | 6.6 | |

We use the FIFO cost method for our foreign-based manufacturing facilities.

| | | | | | |

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

Our revenue recognition practices for the sale of goods depend upon the shipping terms for each transaction.

Shipping terms are primarily FOB Shipping Point and, therefore, revenue is recognized for these transactions when products are shipped to customers and title and control passes.

For these transactions, revenue is recognized on the date that the product is received and accepted by such customers.

We experience returns for miscellaneous reasons and record a reserve for these returns at the time we recognize revenue based on historical experience.

Our historical rates of return are insignificant as a percentage of sales.

We also recognize revenue net of sales taxes.

We have elected to recognize the revenue and cost for freight and shipping when control over the sale of goods passes to our customers.

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

ASU 2023-09 updates income tax disclosure requirements, primarily through enhanced disclosures regarding income rate reconciliation and income taxes paid.

| Building Climate Solutions (3) | | | 1,511.4 | | | | | | 1,286.4 | | | | | | 1,188.8 | | |

| | | | $ | 4,981.9 | | | | | $ | 4,718.4 | | | | | $ | 4,194.1 | |

| Home Comfort Solutions | | | $ | 610.2 | | | | | $ | 596.9 | | | | | $ | 540.3 | |

| Building Climate Solutions (3) | | | 340.8 | | | | | | 162.9 | | | | | | 164.6 | | |

| Corporate and Other (3) | | | (93.9) | | | | | | (94.0) | | | | | | (101.0) | | |

| Gain on sale of businesses (2) | | | (14.1) | | | | | | — | | | | | | — | | |

| Special product quality adjustments (2) | | | — | | | | | | — | | | | | | (2.5) | | |

(3) Previously, we operated in three reportable business segments.

In November 2022, we announced the decision to explore strategic alternatives for our European portfolio and that we would continue to invest in our Heatcraft Worldwide Refrigeration business, all of which were previously in our Refrigeration segment.

On January 1, 2023, we adjusted our segment presentation to better align with how the segments are managed and evaluated after the change in portfolio.

Heatcraft Worldwide Refrigeration is now part of the Business Climate Solutions segment while the European portfolio is presented with Corporate and Other until disposition.

Amounts presented in this table have been recast to reflect the revised segment presentation.

We have signed three real estate operating leases which have not yet commenced but create significant rights and obligations amounting to approximately $46.1 million and are excluded from the table below.

| 2024 | | | $ | 64.6 | | | | | $ | 13.4 | |

| 2025 | | | 51.6 | | | | | | 10.8 | | |

| 2026 | | | 42.9 | | | | | | 6.8 | | |

| 2027 | | | 31.6 | | | | | | 3.1 | | |

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, [removed: 2023,] [added: 2024,] 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: 2023] [added: 2024] in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Rule 10b5-1 Plan Elections

Chris A.

Kosel, Vice President, Corporate Controller and Chief Accounting Officer, entered into a prearranged stock trading plan on November 22, 2024.

Mr. Kosel’s plan provides for the sale of approximately 856 shares of the Company's common stock between February 21, 2025 and April 31, 2025.

The amount of shares to be sold includes shares subject to the vesting of restricted stock unit and performance share unit awards, and accordingly the actual amount may vary based on tax withholding and satisfaction of performance conditions.

Daniel M.

Sessa, Executive Vice President and Chief Human Resources Officer, entered into a prearranged stock trading plan on November 26, 2024.

Mr. Sessa’s plan provides for the sale of approximately 2,811 shares of the Company's common stock between February 26, 2025 and December 31, 2025.

The amount of shares to be sold includes shares subject to the vesting of restricted stock unit and performance share unit awards, and accordingly the actual amount may vary based on tax withholding and satisfaction of performance conditions.

These trading plans were entered into during an open insider trading window and are intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act and the Company's policies regarding transactions in the Company's securities.

(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.

The remainder of the response to this item is incorporated herein by reference from the Company’s definitive proxy [added: statement, which will be filed no later than 120 days after December 31, 2024.]

Also, refer to Part I, Item 1 “Business - Information about our Executive [removed: Officers ”] [added: Officers”] of this Annual Report on Form 10-K, which identifies our executive officers and is incorporated herein by reference.

statement, which will be filed no later than 120 days after December 31, 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: 2023.][added: 2024.]

Incorporated herein by reference from the Company’s definitive proxy statement, which will be filed no later than 120 days after December 31, [removed: 2023.][added: 2024.]

Incorporated herein by reference from the Company’s definitive proxy statement, which will be filed no later than 120 days after December 31, [removed: 2023.][added: 2024.]

Incorporated herein by reference from the Company’s definitive proxy statement, which will be filed no later than 120 days after December 31, [removed: 2023.][added: 2024.]

- Consolidated Balance Sheets as of December 31, [removed: 2023] [added: 2024] and [removed: 2022][added: 2023]

- Consolidated Statements of Operations for the Years Ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021][added: 2022]

- Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021][added: 2022]

- Consolidated Statements of Stockholders’ Equity (Deficit) for the Years Ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021][added: 2022]

- Consolidated Statements of Cash Flows for the Years Ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021][added: 2022]

- Notes to the Consolidated Financial Statements for the Years Ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021][added: 2022]

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: 2023, 2022] [added: 2024, 2023] and [removed: 2021] [added: 2022] (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](https://www.sec.gov/Archives/edgar/data/1069202/000162828023004257/lii-ex31_20221231x10k.htm) [as] [added: (filed as] Exhibit 3.1 to [removed: 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] [added: LII’s Annual Report] on Form 10-K filed on February 15, [removed: 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] [added: 2022 and incorporated] herein by [removed: 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)] [added: reference).](https://www.sec.gov/Archives/edgar/data/1069202/000162828023004257/lii-ex31_20221231x10k.htm)] | | |

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

| 4.1 | | | [Indenture, dated as of May 3, 2010, between LII and U.S. Bank National Association, as trustee (filed as Exhibit 4.3 to LII’s Post-Effective Amendment No. 1 to Registration Statement on S-3 (Registration No. 333-155796) filed on May 3, 2010 and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/1017609/000095012310042399/d72548exv4w3.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/1017609/000095012310042399/d72548exv4w3.htm)] | | |

| 4.2 | | | [Ninth Supplemental Indenture, dated as of July 30, 2020, 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 as Exhibit 4.2 to LII’s Current Report on Form 8-K filed on July 30, 2020 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/1069202/000119312520203588/d22651dex42.htm)] | | |

| 4.3 | | | [Form of 1.350% Notes due 2025 (filed as Exhibit A in Exhibit 4.2 to LII’s Current Report on Form 8-K filed on July 30, 2020 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/1017609/000095012310042399/d72548exv4w3.htm)] | | |

| 4.4 | | | [Form of 1.700% Notes due 2027 (filed as Exhibit B in Exhibit 4.2 to LII’s Current Report on Form 8-K filed on July 30, 2020 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/1069202/000119312520203588/d22651dex42.htm)] | | |

| 4.5 | | | [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 [removed: (filed](https://www.sec.gov/Archives/edgar/data/1069202/000162828023004257/lii-ex47_20221231x10k.htm) [as] [added: (filed as] Exhibit 4.7 to [removed: 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] [added: LII’s] Annual Report on Form 10-K filed on February 15, [removed: 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)] [added: 2022](https://www.sec.gov/Archives/edgar/data/1069202/000162828023004257/lii-ex47_20221231x10k.htm) [and incorporated herein by reference](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)] | | |

| 4.8 | | | [Description of Securities [removed: (filed](https://www.sec.gov/Archives/edgar/data/1069202/000162828023004257/lii-ex48_20221231x10k.htm) [as] [added: (filed as] Exhibit 4.8 to [removed: 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] [added: LII’s Annual Report] on [removed: F](https://www.sec.gov/Archives/edgar/data/1069202/000162828023004257/lii-ex48_20221231x10k.htm)[orm] [added: Form] 10-K filed on February 21, [removed: 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).] [added: 2023](https://www.sec.gov/Archives/edgar/data/1069202/000162828023004257/lii-ex48_20221231x10k.htm) [and incorporated herein by reference](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](https://www.sec.gov/Archives/edgar/data/1069202/000119312521216428/d192243dex101.htm) [LII](https://www.sec.gov/Archives/edgar/data/1069202/000119312521216428/d192243dex101.htm)[,] [added: among LII,] 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 reference).](https://www.sec.gov/Archives/edgar/data/1069202/000119312521216428/d192243dex101.htm) | | |

| 10.3 | | | [First Amendment [removed: of] [added: to] the Credit Agreement, dated as of April 14, 2023, [removed: among](https://www.sec.gov/Archives/edgar/data/1069202/000119312523104192/d463629dex101.htm) [LII](https://www.sec.gov/Archives/edgar/data/1069202/000119312523104192/d463629dex101.htm)[,] [added: among LII,] 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) | | |

| 10.5* | | | [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 [removed: reference).](http://www.sec.gov/Archives/edgar/data/1069202/000119312519157041/d752008dex101.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/1069202/000119312519157041/d752008dex101.htm)] | | |

| 10.6* | | | [Form of Long-Term Incentive Award Agreement for U.S. Employees - Vice President and Above (for use under the 2019 Incentive [removed: Plan)](http://www.sec.gov/Archives/edgar/data/1069202/000106920220000004/lii-ex101820191231x10k.htm)] [added: Plan)](https://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 [removed: reference).](http://www.sec.gov/Archives/edgar/data/1069202/000106920220000004/lii-ex101820191231x10k.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/1069202/000106920220000004/lii-ex101820191231x10k.htm)] | | |

| 10.7* | | | [Form of Long-Term Incentive Award Agreement for Non-U.S. Employees - Vice President [removed: 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) | | |

| 10.8* | | | [Form of Long-Term Incentive Award Agreement [removed: for](https://www.sec.gov/Archives/edgar/data/1069202/000162828023041239/exhibit101formofltipagreem.htm) [U.S.] [added: for U.S.] Employees - Vice President and Above (for use under the 2019 Incentive [removed: 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] [added: Plan) (](https://www.sec.gov/Archives/edgar/data/1069202/000162828023041239/exhibit101formofltipagreem.htm)[2024](https://www.sec.gov/Archives/edgar/data/1069202/000162828023041239/exhibit101formofltipagreem.htm) [version) (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) | | |

| [removed: 10.9*] [added: 10.10*] | | | [Form of Restricted Stock Unit Award Agreement for Non-Employee Directors (for use under the 2019 Incentive [removed: 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 herewith).](https://www.sec.gov/Archives/edgar/data/1069202/000162828024004446/lii-ex109_20231231x10k.htm)] [added: Plan) (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) [as Exhibit 10.](https://www.sec.gov/Archives/edgar/data/1069202/000162828024004446/lii-ex1010_20231231x10k.htm)[10](https://www.sec.gov/Archives/edgar/data/1069202/000162828024004446/lii-ex1010_20231231x10k.htm) [to LII’s Annual Report on Form 10-K filed on February 13, 2024 and incorporated herein by reference](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)] | | |

| [removed: 10.10*] [added: 10.9*] | | | [Form of [removed: Restricted Stock Unit] [added: Long-Term Incentive] Award Agreement for [removed: Non-Employee Directors] [added: U.S. Employees - Vice President and Above] (for use under the 2019 Incentive [removed: 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)] [added: Plan) (2025 version) (filed herewith).](https://www.sec.gov/Archives/edgar/data/1069202/000162828025004859/lii-ex109_20241231x10k.htm)] | | |

| 10.11* | | | [Form of Short-Term Incentive Program for Lennox International Inc. and its [removed: Subsidiaries](http://www.sec.gov/Archives/edgar/data/1069202/000106920220000004/lii-ex102020191231x10k.htm)] [added: Subsidiaries](https://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,](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] [added: 18, 2020] and incorporated herein by [removed: 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)] [added: reference)](https://www.sec.gov/Archives/edgar/data/1069202/000106920220000004/lii-ex102020191231x10k.htm)[.](https://www.sec.gov/Archives/edgar/data/1069202/000106920220000004/lii-ex102020191231x10k.htm)] | | |

| 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 [removed: reference).](http://www.sec.gov/Archives/edgar/data/1069202/000136231008008300/c78431exv10w3.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/1069202/000136231008008300/c78431exv10w3.htm)] | | |

| 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 [removed: reference).](http://www.sec.gov/Archives/edgar/data/1069202/000136231008008300/c78431exv10w2.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/1069202/000136231008008300/c78431exv10w2.htm)] | | |

| 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 [removed: reference).](http://www.sec.gov/Archives/edgar/data/1069202/000106920219000008/lii-ex1023_20181231x10k.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/1069202/000106920219000008/lii-ex1023_20181231x10k.htm)] | | |

| 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 [removed: reference).](http://www.sec.gov/Archives/edgar/data/1069202/000106920219000008/lii-ex1024_20181231x10k.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/1069202/000106920219000008/lii-ex1024_20181231x10k.htm)] | | |

| 10.16* | | | [Form of Indemnification Agreement entered into between LII and certain executive officers and directors of LII (filed as Exhibit 10.4 to LII’s Current Report on Form 8-K filed on [removed: December](https://www.sec.gov/Archives/edgar/data/1069202/000162828023041239/exhibit104formofindemnific.htm) [11](https://www.sec.gov/Archives/edgar/data/1069202/000162828023041239/exhibit104formofindemnific.htm)[,] [added: December 11,] 2023 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1069202/000162828023041239/exhibit104formofindemnific.htm) | | |

| 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 [removed: reference).](http://www.sec.gov/Archives/edgar/data/1069202/000095013407004266/d43577exv10w30.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/1069202/000095013407004266/d43577exv10w30.htm)] | | |

| 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 [removed: reference).](http://www.sec.gov/Archives/edgar/data/1069202/000136231007003352/c71756exv10w2.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/1069202/000106920220000004/lii-ex101820191231x10k.htm)] | | |

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

| 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 [removed: reference).](http://www.sec.gov/Archives/edgar/data/1069202/000095012309071289/c93749exv10w1.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/1069202/000095012309071289/c93749exv10w1.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 [removed: 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] [added: 10.14 to] LII’s Annual Report on Form 10-K filed on February [removed: 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] [added: 16, 2018 and] incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1069202/000106920218000004/lii-ex1014_20171231x10k.htm) | | |

| 21.1 | | | [Subsidiaries of LII (filed [removed: herewith).](https://www.sec.gov/Archives/edgar/data/1069202/000162828024004446/lii-ex211_20231231x10k.htm)] [added: herewith).](https://www.sec.gov/Archives/edgar/data/1069202/000162828025004859/lii-ex211_20241231x10k.htm)] | | |

| 22.1 | | | [List of Guarantor Subsidiaries (filed [removed: herewith).](https://www.sec.gov/Archives/edgar/data/1069202/000162828024004446/lii-ex221_20231231x10k.htm)] [added: as Exhibit 22.1 to LII's Annual Report on Form 10-K filed on February 13, 2024](https://www.sec.gov/Archives/edgar/data/1069202/000162828024004446/lii-ex221_20231231x10k.htm) [and incorporated herein by reference).](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/1069202/000162828024004446/lii-ex231_20231231x10k.htm)] [added: herewith).](https://www.sec.gov/Archives/edgar/data/1069202/000162828025004859/lii-ex231_20241231x10k.htm)] | | |

| 31.1 | | | [Certification of the principal executive officer (filed [removed: herewith).](https://www.sec.gov/Archives/edgar/data/1069202/000162828024004446/lii-ex311_20231231x10k.htm)] [added: herewith).](https://www.sec.gov/Archives/edgar/data/1069202/000162828025004859/lii-ex311_20241231x10k.htm)] | | |

| 31.2 | | | [Certification of the principal financial officer (filed [removed: herewith).](https://www.sec.gov/Archives/edgar/data/1069202/000162828024004446/lii-ex312_20231231x10k.htm)] [added: herewith).](https://www.sec.gov/Archives/edgar/data/1069202/000162828025004859/lii-ex312_20241231x10k.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/1069202/000162828024004446/lii-ex321_20231231x10k.htm)] [added: herewith).](https://www.sec.gov/Archives/edgar/data/1069202/000162828025004859/lii-ex321_20241231x10k.htm)] | | |

| 19.1 | | | [Insider Trading Policy (filed herewith)](https://www.sec.gov/Archives/edgar/data/1069202/000162828025004859/lii-ex191_20241231x10k.htm) | | |

| | | | | | |

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

[removed: February 13, 2024][added: | 2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| /s/ Alok Maskara | | | | | | Chief Executive Officer and Director | | | February [removed: 13, 2024] [added: 11, 2025] | | |

| /s/ Michael P. Quenzer | | | | | | Executive Vice President and Chief Financial Officer | | | February [removed: 13, 2024] [added: 11, 2025] | | |

| /s/ Chris A. Kosel | | | | | | Vice President, Controller and Chief Accounting Officer | | | February [removed: 13, 2024] [added: 11, 2025] | | |

| /s/ Todd J. Teske | | | | | | Chairman of the Board of Directors | | | February [removed: 13, 2024] [added: 11, 2025] | | |

| /s/ Sherry L. Buck | | | | | | Director | | | February [removed: 13, 2024] [added: 11, 2025] | | |

| /s/ Janet K. Cooper | | | | | | Director | | | February [removed: 13, 2024] [added: 11, 2025] | | |

| /s/ John W. Norris, III | | | | | | Director | | | February [removed: 13, 2024] [added: 11, 2025] | | |

| /s/ Karen H. Quintos | | | | | | Director | | | February [removed: 13, 2024] [added: 11, 2025] | | |

| /s/ Gregory T. Swienton | | | | | | Director | | | February [removed: 13, 2024] [added: 11, 2025] | | |

| /s/ Shane D. Wall | | | | | | Director | | | February [removed: 13, 2024] [added: 11, 2025] | | |

For the Years Ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021][added: 2022]

February 11, 2025

| /s/ Sivasankaran Somasundaram | | | | | | Director | | | February 11, 2025 | | |

| Sivasankaran Somasundaram | | | | | | | | | | | |

| /s/ Jon Vander Ark | | | | | | Director | | | February 11, 2025 | | |

| Jon Vander Ark | | | | | | | | | | | |

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

| Allowance for doubtful accounts | | | $ | 14.4 | | | | | $ | 8.0 | | | | | $ | (0.6) | | | | | $ | — | | | | | $ | (4.0) | | | | | $ | 17.8 | |

| /s/ Kim K.W. Rucker | | | | | | Director | | | February 13, 2024 | | |

| Kim K.W. Rucker | | | | | | | | | | | |

| 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Allowance for doubtful accounts | | | $ | 9.6 | | | | | $ | 0.3 | | | | | $ | (0.4) | | | | | $ | 1.2 | | | | | $ | — | | | | | $ | 10.7 | |