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Delaware (State or other jurisdiction of incorporation or organization)		42-0991521 (I.R.S. Employer Identification Number)

Title of each class		Name of each exchange on which registered
Common Stock, $.01 par value per share		New York Stock Exchange

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					Page
PART I
	ITEM 1.		Business			1
	ITEM 1A.		Risk Factors			9
	ITEM 1B.		Unresolved Staff Comments			13
	ITEM 2.		Properties			13
	ITEM 3.		Legal Proceedings			14
	ITEM 4.		Submission of Matters to a Vote of Security Holders			14
PART II
	ITEM 5.		Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities			15
	ITEM 6.		Selected Financial Data			16
	ITEM 7.		Management’s Discussion and Analysis of Financial Condition and Results of Operations			16
	ITEM 7A.		Quantitative and Qualitative Disclosures about Market Risk			36
	ITEM 8.		Financial Statements and Supplementary Data			37
	ITEM 9.		Changes in and Disagreements with Accountants on Accounting and Financial Disclosure			89
	ITEM 9A.		Controls and Procedures			89
	ITEM 9B.		Other Information			89
PART III
	ITEM 10.		Directors and Executive Officers of the Registrant			89
	ITEM 11.		Executive Compensation			90
	ITEM 12.		Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			90
	ITEM 13.		Certain Relationships and Related Transactions			90
	ITEM 14.		Principal Accounting Fees and Services			90
PART IV
	ITEM 15.		Exhibits, Financial Statement Schedules			90
Subsidiaries
Consent of KPMG LLP
Certification of Principal Executive Officer
Certification of Principal Financial Officer
Certification of Principal Executive Officer & Principal Financial Officer

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Item 1.	Business

Segment		Products/Services		Brand Names		2005 Net Sales
						(In Millions)
Residential Heating  & Cooling		Furnaces, air conditioners, heat pumps, packaged heating and cooling systems, indoor air quality equipment, pre-fabricated fireplaces and freestanding stoves		Lennox, Armstrong Air, Ducane, Aire-Flo, AirEase, Concord, Magic-Pak, Advanced Distributor Products (ADP), Superior, Whitfield, Security Chimneys		$	1,685.8
Commercial Heating & Cooling		Unitary heating and air conditioning equipment and applied systems		Lennox, Armstrong Air			651.7
Total Heating & Cooling							2,337.5
Service Experts		Sales, installation and service of residential and light commercial heating and cooling equipment		Service Experts, various individual service center names			641.4
Refrigeration		Chillers, condensing units, unit coolers, fluid coolers, air cooled condensers and air handlers		Bohn, Larkin, Climate Control, Chandler Refrigeration, Heatcraft Worldwide Refrigeration, Friga-Bohn, HK Refrigeration, Kirby, Lovelocks, Frigus-Bohn			467.2
Eliminations							(79.9	)
				Total		$	3,366.2

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	Profitable Growth in Heating & Cooling in North America

	•	improving replacement sales of commercial heating and cooling equipment by enhancing distribution capabilities to shorten lead times;
	•	introducing innovative new residential and commercial products;
	•	expanding the offering of residential and commercial Indoor Air Quality (IAQ) related products and services;
	•	improving penetration and growing its share of original equipment manufacturers’ purchases by Lennox independent dealers; and
	•	expanding the geographic market presence of the Company’s Armstrong Air, Ducane and other brands of residential heating and cooling products sold to distributors and wholesalers through the addition of new customers.

	Exploit Global Refrigeration Opportunities

	Focus on Profitable Growth of Service Experts

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	Residential Heating & Cooling

	Commercial Heating & Cooling

	Service Experts

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	Refrigeration

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	•	Residential Heating & Cooling — United Technologies Corp. (Carrier, Bryant, Tempstar, Comfortmaker, Heil, Areoaire, Keeprite); Goodman Manufacturing Company, L.P. (Janitrol, Amana); American Standard Companies Inc. (Trane, American Standard); Paloma Co., Ltd. (Rheem, Ruud); Johnson Controls, Inc. (York, Weatherking); Nordyne (Westinghouse, Frigidaire, Tappan, Philco, Kelvinator, Gibson); HNI Corporation (Heatilator, Heat-n-Glo); CFM Corporation (Majestic).
	•	Commercial Heating & Cooling — United Technologies Corp. (Carrier); American Standard Companies Inc. (Trane); Johnson Controls, Inc. (York); AAON, Inc.; Daikin Industries, Ltd.; McQuay International.
	•	Service Experts — The ServiceMaster Company (ARS, AMS).
	•	Refrigeration — United Technologies Corp. (Carrier); Ingersoll-Rand Company Limited (Hussmann); Tecumseh Products Company; Emerson Electric Co. (Copeland).

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Name		Age				Position
John W. Norris, Jr.			70			Chairman of the Board
Robert E. Schjerven			63			Chief Executive Officer
Harry J. Ashenhurst, Ph.D			57			Executive Vice President and Chief Administrative Officer and Interim President and Chief Operating Officer, Worldwide Refrigeration
Scott J. Boxer			55			Executive Vice President and President and Chief Operating Officer, Service Experts
Susan K. Carter			47			Executive Vice President and Chief Financial Officer
Linda A. Goodspeed			44			Executive Vice President and Chief Technology Officer
Robert J. McDonough			46			Executive Vice President and President and Chief Operating Officer, Worldwide Heating & Cooling
William F. Stoll, Jr.			57			Executive Vice President, Chief Legal Officer and Secretary
David L. Inman			51			Vice President, Controller and Chief Accounting Officer

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	Cooler than Normal Summers and Warmer than Normal Winters May Depress Our Sales.

	Implementation of the New Minimum Efficiency Standard for Residential Air Conditioners Mandated by NAECA Could Adversely Impact Our Results of Operations.

	We May Incur Substantial Costs as a Result of Warranty and Product Liability Claims Which Could Negatively Affect Our Profitability.

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	Our Business Could be Adversely Affected by an Economic Downturn.

	We May Not be Able to Compete Favorably in the Highly Competitive HVACR Business.

	We May Not be Able to Successfully Develop and Market New Products.

	We Use a Variety of Raw Materials and Components in Our Business and Price Increases or Significant Supply Interruptions Could Increase Our Operating Costs and/or Depress Sales.

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	Because a Significant Percentage of Our Workforce is Unionized, We Face Risks of Work Stoppages and Other Labor Relations Problems.

	We are Subject to Litigation and Environmental Regulations that Could Have an Adverse Effect on Our Results of Operations.

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

	We May Not be Able to Successfully Integrate and Operate Businesses that We may Acquire.

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Item 1B.	Unresolved Staff Comments

Item 2.	Properties

Location		Segment		Approx. Sq. Ft.				Owned/Leased
				(In thousands)
Richardson, TX		Headquarters			311				Owned & Leased
Marshalltown, IA		Residential Heating & Cooling			1,300				Owned & Leased
Bellevue, OH		Residential Heating & Cooling			613				Owned
Blackville, SC		Residential Heating & Cooling			375				Owned
Orangeburg, SC		Residential Heating & Cooling			329				Owned
Grenada, MS		Residential Heating & Cooling			300				Leased
Union City, TN		Residential Heating & Cooling			295				Owned
Lynwood, CA		Residential Heating & Cooling			200				Leased
Orange, CA		Residential Heating & Cooling			67				Leased
Laval, Canada		Residential Heating & Cooling			152				Owned
Des Moines, IA		Residential & Commercial Heating & Cooling			352				Leased
Stuttgart, AR		Commercial Heating & Cooling			500				Owned
Prague, Czech Republic		Commercial Heating & Cooling			161				Owned
Longvic, France		Commercial Heating & Cooling			133				Owned
Mions, France		Commercial Heating & Cooling			129				Owned
Burgos, Spain		Commercial Heating & Cooling			71				Owned
Danville, IL		Refrigeration			322				Owned
Tifton, GA		Refrigeration			232				Owned
Stone Mountain, GA		Refrigeration			145				Owned
Milperra, Australia		Refrigeration			412				Owned
Genas, France		Refrigeration			172				Owned
San Jose dos Campos, Brazil		Refrigeration			160				Owned
Auckland, New Zealand		Refrigeration			80				Owned
Barcelona, Spain		Refrigeration			65				Leased
Krunkel, Germany		Refrigeration			48				Owned
Wuxi, China		Refrigeration			23				Owned
Carrollton, TX		Research & Development facility			130				Owned

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Item 3.	Legal Proceedings

Item 4.	Submission of Matters to a Vote of Security Holders

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Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

		Price Range Per Common Share
		2005								2004
		High				Low				High				Low
First Quarter		$	22.99			$	19.33			$	19.22			$	14.75
Second Quarter			22.41				18.65				19.26				15.34
Third Quarter			27.42				20.50				18.31				14.74
Fourth Quarter			30.60				24.81				20.50				13.97

		Dividends per
		Common Share
		2005				2004
First Quarter		$	0.10			$	.095
Second Quarter			0.10				.095
Third Quarter			0.10				.095
Fourth Quarter			0.11				.100
Fiscal Year		$	0.41			$	0.385

										Total Number of				Maximum Number
		Total								Shares Purchased as				of Shares that may
		Number of				Average Price				Part of Publicly				yet be Purchased
		Shares				Paid per Share				Announced Plans or				Under the Plans or
Period		Purchased				(including fees)				Programs				Programs
October 1 through October 31			—			$	—				—				10,000,000
November 1 through November 30			447,400			$	28.65				447,400				9,552,600
December 1 through December 31			—			$	—				—				9,552,600
Total			447,400			$	28.65				447,400				9,552,600

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Item 6.	Selected Financial Data (unaudited)

		For the Year Ended December 31,
		2005				2004				2003				2002				2001
		(In millions, except per share data)
Statements of Operations Data
Net Sales		$	3,366.2			$	2,982.7			$	2,789.9			$	2,727.4			$	2,802.7
Operational (Loss) Income From Continuing Operations			253.4				(36.6	)			157.8				101.3				(7.3	)
Income (Loss) From Continuing Operations			152.1				(93.5	)			86.7				(209.5	)			(46.6	)
Net Income (Loss)			150.7				(134.4	)			86.4				(203.5	)			(40.6	)
Diluted Earnings (Loss) Per Share From Continuing Operations			2.13				(1.56	)			1.36				0.66				(0.83	)
Dividends Per Share			0.41				0.385				0.38				0.38				0.38
Other Data
Capital Expenditures		$	63.3			$	40.3			$	39.7			$	22.4			$	16.6
Research & Development Expenses			40.3				37.6				38.0				38.2				37.3
Balance Sheet Data
Total Assets		$	1,737.6			$	1,518.6			$	1,720.1			$	1,510.9			$	1,793.4
Total Debt			120.5				310.5				362.3				379.9				517.8
Stockholders’ Equity			794.4				472.9				577.7				433.6				654.0

Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations

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	•	Due to competitive cost pressures, on April 4, 2005, Lennox Hearth Products Inc., a subsidiary of the Company, commenced plans to relocate its Whitfield pellet stove and Lennox cast iron stove product lines from Burlington, Washington to a third party production facility in Juarez, Mexico, discontinue its existing steel wood stove line manufactured in Burlington and close the Burlington facility. These actions were substantially complete as of December 31, 2005. In connection with the plant closure, the Company recorded pre-tax restructuring charges of $2.4 million for the year ended December 31, 2005, which are included in Restructuring Charge in the accompanying Consolidated Statements of Operations. The tax benefit of this charge was $0.8 million.
	•	On June 7, 2005, the Company completed the sale of its 45% interest in its heat transfer joint venture to Outokumpu Copper Products OY of Finland (Outokumpu) for $39.3 million and the Company recorded a pre-tax gain of $9.3 million for the year ended December 31, 2005, which is included in (Gains), Losses and Other Expenses, Net in the accompanying Consolidated Statements of Operations. The income tax provision on this gain was $2.3 million. In connection with the sale, the Company entered into an agreement with Outokumpu related to joint remediation of certain existing environmental matters. In conjunction with the new agreement, the Company updated its estimate of its portion of the on-going remediation costs and recorded pre-tax expenses of $2.2 million for the year ended December 31, 2005. The income tax benefit of the remediation expenses was $0.8 million.
	•	As of July 1, 2005, LII adopted Statement of Financial Accounting Standards No. 123 (revised 2004), “Share-Based Payment” (“SFAS No. 123R”), using the modified-prospective-transition method. The cumulative effect of the change in accounting principle related to the adoption of SFAS No. 123R was not material for the year ended December 31, 2005. Under the standard, companies are required to recognize compensation cost for share-based compensation issued to or purchased by employees, net of estimated forfeitures, under stock-based compensation plans using a fair-value-based method effective not later than January 1, 2006. As permitted by SFAS No. 123R, the Company adopted the standard early. For more information, see Note 2 — Summary of Significant Accounting Policies — Stock-Based Compensation in the Notes to Consolidated Financial Statements.
	•	On September 7, 2005, the Company called for redemption all of its outstanding 6.25% convertible subordinated notes due 2009 (“Convertible Notes”) on October 7, 2005. The redemption price was

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		103.571% of the principal amount, plus accrued and unpaid interest to the redemption date. As of September 7, 2005, there was $143.75 million aggregate principal amount of Convertible Notes outstanding, which could be converted into the Company’s common stock at a rate of 55.2868 shares of common stock per $1,000 principal amount of Convertible Notes at anytime before the close of business on the business day prior to the redemption date. As of October 6, 2005, the holders of all of the Convertible Notes had converted the Convertible Notes into an aggregate of approximately 7.9 million shares of common stock.
	•	On September 19, 2005, LII announced its Board of Directors had authorized a stock repurchase program, pursuant to which the Company may repurchase up to ten million shares of its common stock, and had terminated a prior repurchase program that was announced November 2, 1999. Purchases under the stock repurchase program are made on an open-market basis at prevailing market prices. The timing of any repurchases depends on market conditions, the market price of LII’s common stock and management’s assessment of the company’s liquidity needs and investment requirements and opportunities. No time limit was set for completion of the program and there is no guarantee as to the exact number of shares that will be repurchased. As of December 31, 2005, LII had repurchased 447,400 shares of its common stock.
	•	In 2005, management successfully managed the transition to the new National Appliance Energy Conservation Act regulation requiring a 13 seasonal energy efficiency rating, or “SEER,” standard for residential central air conditioners. This standard, which applies to central air conditioners manufactured after January 23, 2006, increased by 30 percent the minimum SEER standard that applied to models produced prior to January 23, 2006. Although this new standard created several engineering, manufacturing and marketing challenges for the Company, the Company successfully met the new regulation by January 23, 2006. Air-conditioning products with ratings lower than 13 SEER manufactured prior to January 23, 2006 can continue to be sold legally after such date. It is possible that quantities of non-13 SEER compliant product may remain in the industry’s distribution pipeline after January 23, 2006 and this may have an adverse effect on operating results during the 2006 cooling season. However, management is unable to predict the extent to which this may occur. The Company used the new standard as an opportunity to redesign its entire line of cooling products to standardize product platforms across its brands and to integrate other improvements in its products. For the twelve months ended December 31, 2005, expenditures for property, plant and equipment (“Capital Spending”) of $63.3 million were driven in part by expenditures in connection with this redesign effort. The Company expects carry-over Capital Spending of approximately $3.9 million related to this redesign effort to occur early in 2006.

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			For the Three Months Ended
			March 31,				June 30,				September 30,
			2005				2005				2005
			Increase/(Decrease)
Cost of goods sold			$	2.0			$	2.8			$	4.0
Gross profit				(2.0	)			(2.8	)			(4.0	)
	Realized gains on settled futures contracts previously included in cost of goods sold			2.0				2.8				3.9
	Unrealized gains (losses) on open futures contracts previously included in accumulated other comprehensive income (loss)			9.5				(5.5	)			10.1
(Gains), losses and other expenses, net				11.5				(2.7	)			14.0
Operation income from continuing operations				9.5				(5.5	)			10.0
Income from continuing operations before income taxes and cumulative effect of accounting change				9.5				(5.5	)			10.0
Provision for income taxes previously included in accumulated other comprehensive income (loss)				3.4				(2.0	)			3.7
Income from continuing operations before cumulative effect of accounting change				6.1				(3.5	)			6.3
Income from continuing operations				6.1				(3.5	)			6.3
Net income and retained earnings				6.1				(3.5	)			6.3

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					Years Ended December 31,
					2005				2004				2003
Net sales						100.0	%			100.0	%			100.0	%
Cost of good sold						67.1				66.6				66.2
		Gross profit				32.9				33.4				33.8
Selling, general and administrative expense						26.8				27.7				28.1
(Gains) losses and other expenses, net						(1.5	)			—				0.1
Restructuring charge						0.1				—				—
Goodwill impairment						—				6.9				—
		Operational income (loss) from continuing operations				7.5				(1.2	)			5.6
Interest expense, net						0.5				0.9				1.0
Other income						—				—				(0.1	)
	Income (loss) from continuing operations before income taxes and cumulative effect of accounting change					7.0				(2.1	)			4.7
Provision for income taxes						2.5				1.0				1.6
	Income (loss) from continuing operations before cumulative effect of accounting change					4.5				(3.1	)			3.1
Cumulative effect of accounting change						—				—				—
Discontinued operations:
	Loss from operations of discontinued operations					—				1.3				—
	Income tax benefit					—				(0.3	)			—
	Loss on disposal of discontinued operations					—				0.5				—
	Income tax benefit					—				(0.1	)			—
Loss from discontinued operations						—				1.4				—
			Net income (loss)			4.5	%			(4.5	)%			3.1	%

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			Year Ended December 31,
			2005								2004								2003
			Amount				%				Amount				%				Amount				%
Business Segment:
Residential			$	1,685.8				50.1	%		$	1,419.8				47.6	%		$	1,358.7				48.7	%
Commercial				651.7				19.3				580.8				19.5				508.4				18.2
	Heating & Cooling			2,337.5				69.4				2,000.6				67.1				1,867.1				66.9
Service Experts				641.4				19.1				611.7				20.5				611.3				21.9
Refrigeration				467.2				13.9				444.7				14.9				387.2				13.9
Corporate and other				—				—				—				—				—				—
Eliminations				(79.9	)			(2.4	)			(74.3	)			(2.5	)			(75.7	)			(2.7	)
	Total net sales		$	3,366.2				100.0	%		$	2,982.7				100.0	%		$	2,789.9				100.0	%
Geographic Market:
U.S.			$	2,603.0				77.3	%		$	2,254.8				75.6	%		$	2,135.1				76.5	%
International				763.2				22.7				727.9				24.4				654.8				23.5
	Total net sales		$	3,366.2				100.0	%		$	2,982.7				100.0	%		$	2,789.9				100.0	%

	Year Ended December 31, 2005 Compared to Year Ended December 31, 2004

	Net Sales

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	Gross Profit

	Selling, General and Administrative Expense

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	(Gains), Losses and Other Expenses, Net

		Year Ended December 31, 2005
		Pre-tax				Tax (Benefit)				After-tax
		(Gain) Loss				Provision				(Gain) Loss
Realized gains on settled futures contracts		$	(16.7	)		$	6.0			$	(10.7	)
Unrealized gains on open futures contracts			(23.3	)			8.4				(14.9	)
Gain on sale of LII’s 45% interest in its heat transfer joint venture to Outokumpu			(9.3	)			2.3				(7.0	)
Estimated on-going remediation costs in conjunction with the joint remediation agreement LII entered into with Outokumpu			2.2				(0.8	)			1.4
Other items, net			(3.1	)			0.2				(2.9	)
(Gains), losses and other expenses, net		$	(50.2	)		$	16.1			$	(34.1	)

	Restructuring Charge

	Goodwill Impairment

	Interest Expense, Net

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	Other (Income) Expense

	Provision for Income Taxes

	Cumulative Effect of Accounting Change, Net

	Loss from Discontinued Operations

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											Cumulative
											Incurred
			Year Ended				Year Ended				through
			December 31,				December 31,				December 31,
			2005				2004				2005
Goodwill impairment			$	—			$	14.8			$	14.8
Impairment of property, plant and equipment				—				3.1				3.1
Operating loss				—				14.9				14.9
Other divestiture costs				2.0				6.1				8.1
	Subtotal			2.0				38.9				40.9
Loss on disposal of centers				0.1				14.9				15.0
	Total loss from discontinued operations before income tax		$	2.1			$	53.8			$	55.9

	Year Ended December 31, 2004 Compared to Year Ended December 31, 2003

	Net Sales

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	Gross Profit

	Selling, General and Administrative Expense

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	Goodwill Impairment

	(Gain), Losses and Other Expenses, Net

	Interest Expense, Net

	Other (Income) Expense

	Provision for Income Taxes

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	Loss from Discontinued Operations

			Year Ended
			December 31,
			2004
Goodwill impairment			$	14.8
Impairment of property, plant and equipment				3.1
Operating loss				14.9
Other divestiture costs				6.1
	Subtotal			38.9
Loss on disposal of centers				14.9
	Total loss from discontinued operations before income tax		$	53.8

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	•	Trade accounts receivable are sold on a non-recourse basis to third parties. The sales are reported as a reduction of the asset “Accounts and Notes Receivable, Net” in the Consolidated Balance Sheets. As of December 31, 2005 and December 31, 2004, respectively, LII had not sold any of such accounts receivable. The receivables are sold at a discount from face value, and this discount aggregated $0.9 million, $2.3 million and $2.9 million in 2005, 2004 and 2003, respectively. The discount expense is shown as a component of “Selling, General and Administrative Expense” in the Consolidated Statements of Operations.
	•	LII also leases real estate and machinery and equipment pursuant to leases that, in accordance with Generally Accepted Accounting Principles (“GAAP”), are not capitalized on the balance sheet, including high-turnover equipment such as autos and service vehicles and short-lived equipment such as personal computers. These operating leases generated rent expense of approximately $52.9 million, $55.3 million and $55.9 million in 2005, 2004 and 2003, respectively.

			Payments Due by Period
							1 Year				2-3				4-5				After
			Total				or Less				Years				Years				5 Years
Long-term debt and capital leases			$	119.3			$	11.3			$	72.6			$	35.3			$	0.1
Operating leases				183.8				44.4				57.1				29.0				53.3
Purchase obligations				64.7				63.0				1.7				—				—
Estimated interest payments on long-term debt and capital leases				27.3				9.3				13.1				4.6				0.3
	Total contractual obligations		$	395.1			$	128.0			$	144.5			$	68.9			$	53.7

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	•	Estimation of warranty liabilities;
	•	Valuation of goodwill and intangible assets;
	•	Adequacy of allowance for doubtful accounts;
	•	Pension and postretirement benefit projections;
	•	Stock-based compensation;
	•	Estimates of self-insured risks; and
	•	Income taxes.

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	Product Warranties

	Goodwill and Other Intangible Assets

	Allowance for Doubtful Accounts

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	Pensions and Postretirement Benefits

			Pension Benefits								Other Benefits
			2005				2004				2005				2004
Weighted-average assumptions as of December 31:
	Discount rate			5.75	%			5.75	%			5.75	%			5.75	%
	Expected return on plan assets			8.25				8.75				—				—

	Stock-Based Compensation

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	Self-Insurance Expense

	Income Taxes

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Item 7A.	Quantitative and Qualitative Disclosures About Market Risk

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Item 8.	Financial Statements and Supplementary Data

	•	The Company did not maintain effectively designed internal controls to ensure accounting for derivative financial instrument transactions in accordance with U.S. generally accepted accounting principles. Specifically, the Company did not have policies and procedures in place to ensure compliance with requirements to prepare contemporaneous documentation and assess hedge effectiveness at the inception of certain derivative financial instrument transactions. Furthermore, the Company did not have policies and procedures in place to review the propriety of accounting for certain commodity futures contract transactions subsequent to the inception of such contracts. These deficiencies in internal control over financial reporting resulted in material errors related to the recognition and classification of gains and losses on derivative contracts, and resulted in restatements of the Company’s previously-filed interim consolidated financial statements for the first three quarters of the year-ended December 31, 2005.

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	•	The Company did not maintain effectively designed internal controls to ensure accounting for derivative financial instrument transactions in accordance with U.S. generally accepted accounting principles. Specifically, the Company did not have policies and procedures in place to ensure compliance with requirements to prepare contemporaneous documentation and assess hedge effectiveness at the inception of certain derivative financial instrument transactions. Furthermore, the Company did not have policies and procedures in place to review the propriety of accounting for certain commodity futures contract transactions subsequent to the inception of such contracts. These deficiencies in internal control over financial reporting resulted in material errors related to the recognition and classification of gains and losses on derivative contracts, and resulted in restatements of the Company’s previously-filed interim consolidated financial statements for the first three quarters of the year-ended December 31, 2005.

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					As of December 31,
					2005				2004
ASSETS
CURRENT ASSETS:
	Cash and cash equivalents				$	213.5			$	60.9
	Accounts and notes receivable, net					508.4				472.5
	Inventories					242.4				247.2
	Deferred income taxes					20.3				13.1
	Other assets					62.6				45.9
	Assets held for sale					—				5.1
		Total current assets				1,047.2				844.7
PROPERTY, PLANT AND EQUIPMENT, net						255.7				234.0
GOODWILL						223.9				225.4
DEFERRED INCOME TAXES						71.9				82.8
OTHER ASSETS						138.9				131.7
		TOTAL ASSETS			$	1,737.6			$	1,518.6
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
	Short-term debt				$	1.2			$	6.0
	Current maturities of long-term debt					11.3				36.4
	Accounts payable					296.8				237.0
	Accrued expenses					321.7				286.3
	Income taxes payable					24.8				14.6
	Liabilities held for sale					0.7				3.7
			Total current liabilities			656.5				584.0
LONG-TERM DEBT						108.0				268.1
POSTRETIREMENT BENEFITS, OTHER THAN PENSIONS						15.1				14.2
PENSIONS						80.8				105.5
OTHER LIABILITIES						82.8				73.9
			Total liabilities			943.2				1,045.7
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS’ EQUITY:
	Preferred stock, $.01 par value, 25,000,000 shares authorized, no shares issued or outstanding					—				—
	Common stock, $.01 par value, 200,000,000 shares authorized, 74,671,494 shares and 66,367,987 shares issued for 2005 and 2004, respectively					0.7				0.7
	Additional paid-in capital					649.3				454.1
	Retained earnings					191.0				66.8
	Accumulated other comprehensive income					0.4				0.7
	Deferred compensation					—				(18.2	)
	Treasury stock, at cost, 3,635,947 shares and 3,044,286 shares for 2005 and 2004, respectively					(47.0	)			(31.2	)
			Total stockholders’ equity			794.4				472.9
			TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		$	1,737.6			$	1,518.6

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					For the Years Ended December 31,
					2005				2004				2003
NET SALES					$	3,366.2			$	2,982.7			$	2,789.9
COST OF GOODS SOLD						2,258.2				1,985.2				1,846.6
	Gross Profit					1,108.0				997.5				943.3
OPERATING EXPENSES:
	Selling, general and administrative expense					902.4				826.1				783.6
	(Gains), losses and other expenses, net					(50.2	)			—				1.9
	Restructuring charge					2.4				—				—
	Goodwill impairment					—				208.0				—
		Operational income (loss) from continuing operations				253.4				(36.6	)			157.8
INTEREST EXPENSE, net						15.4				27.2				28.4
OTHER EXPENSE (INCOME)						3.0				(0.8	)			(2.4	)
		Income (loss) from continuing operations before income taxes and cumulative effect of accounting change				235.0				(63.0	)			131.8
PROVISION FOR INCOME TAXES						83.0				30.5				45.1
		Income (loss) from continuing operations before cumulative effect of accounting change				152.0				(93.5	)			86.7
CUMULATIVE EFFECT OF ACCOUNTING CHANGE, NET						(0.1	)			—				—
			Income (loss) from continuing operations			152.1				(93.5	)			86.7
DISCONTINUED OPERATIONS:
	Loss from operations of discontinued operations					2.0				38.9				0.1
	Income tax (benefit) expense					(0.5	)			(9.3	)			0.2
	Loss on disposal of discontinued operations					0.1				14.9				—
	Income tax benefit					(0.2	)			(3.6	)			—
		Loss from discontinued operations				1.4				40.9				0.3
			Net income (loss)		$	150.7			$	(134.4	)		$	86.4
INCOME (LOSS) PER SHARE FROM CONTINUING OPERATIONS BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE:
	Basic				$	2.37			$	(1.56	)		$	1.49
	Diluted				$	2.13			$	(1.56	)		$	1.36
CUMULATIVE EFFECT OF ACCOUNTING CHANGE:
	Basic				$	—			$	—			$	—
	Diluted				$	—			$	—			$	—
INCOME (LOSS) PER SHARE FROM CONTINUING OPERATIONS:
	Basic				$	2.37			$	(1.56	)		$	1.49
	Diluted				$	2.13			$	(1.56	)		$	1.36
(LOSS) PER SHARE FROM DISCONTINUED OPERATIONS:
	Basic				$	(0.02	)		$	(0.68	)		$	(0.01	)
	Diluted				$	(0.02	)		$	(0.68	)		$	—
NET INCOME (LOSS) PER SHARE:
	Basic				$	2.35			$	(2.24	)		$	1.48
	Diluted				$	2.11			$	(2.24	)		$	1.36
AVERAGE SHARES OUTSTANDING:
	Basic					64.2				60.0				58.4
	Diluted					73.7				60.0				68.3
CASH DIVIDENDS DECLARED PER SHARE					$	0.41			$	0.385			$	0.38

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			Common Stock
			Issued								Additional								Accumulated Other								Treasury				Total
											Paid-In				Retained				Comprehensive				Deferred				Stock at				Stockholders’				Comprehensive
			Shares				Amount				Capital				Earnings				Income (Loss)				Compensation				Cost				Equity				Income (Loss)
BALANCE AT DECEMBER 31, 2002				63.1			$	0.6			$	403.4			$	160.2			$	(78.7	)		$	(21.2	)		$	(30.7	)		$	433.6				—
	Net income			—				—				—				86.4				—				—				—				86.4			$	86.4
	Dividends, $0.38 per share			—				—				—				(22.2	)			—				—				—				(22.2	)			—
	Foreign currency translation adjustments			—				—				—				—				63.7				—				—				63.7				63.7
	Minimum pension liability adjustments, net of tax provision of $0.7			—				—				—				—				(5.2	)			—				—				(5.2	)			(5.2	)
	Stock-based compensation expense			—				—				3.1				—				—				3.0				—				6.1				—
	Derivatives, net of tax provision of $0.9			—				—				—				—				1.8				—				—				1.8				1.8
	Common stock issued			1.3				—				12.5				—				—				—				—				12.5				—
	Tax benefits of stock compensation			—				—				1.4				—				—				—				—				1.4				—
	Treasury stock purchases			—				—				—				—				—				—				(0.4	)			(0.4	)			—
	Comprehensive income			—				—				—				—				—				—				—				—			$	146.7
BALANCE AT DECEMBER 31, 2003				64.4			$	0.6			$	420.4			$	224.4			$	(18.4	)		$	(18.2	)		$	(31.1	)		$	577.7
	Net loss			—				—				—				(134.4	)			—				—				—				(134.4	)		$	(134.4	)
	Dividends, $0.385 per share			—				—				—				(23.2	)			—				—				—				(23.2	)			—
	Foreign currency translation adjustments			—				—				—				—				23.0				—				—				23.0				23.0
	Minimum pension liability adjustments, net of tax provision of $4.4			—				—				—				—				(9.0	)			—				—				(9.0	)			(9.0	)
	Deferred compensation			—				—				7.9				—				—				—				—				7.9				—
	Derivatives, net of tax provision of $2.9			—				—				—				—				5.1				—				—				5.1				5.1
	Common stock issued			2.0				0.1				20.3				—				—				—				—				20.4				—
	Tax benefits of stock compensation			—				—				5.5				—				—				—				—				5.5				—
	Treasury stock purchases			—				—				—				—				—				—				(0.1	)			(0.1	)			—
	Comprehensive loss			—				—				—				—				—				—				—				—			$	(115.3	)
BALANCE AT DECEMBER 31, 2004				66.4			$	0.7			$	454.1			$	66.8			$	0.7			$	(18.2	)		$	(31.2	)		$	472.9
	Net income			—				—				—				150.7				—				—				—				150.7			$	150.7
	Dividends, $0.41 per share			—				—				—				(26.5	)			—				—				—				(26.5	)			—
	Foreign currency translation adjustments			—				—				—				—				(10.9	)			—				—				(10.9	)			(10.9	)
	Minimum pension liability adjustments, net of tax benefit of $9.4			—				—				—				—				17.0				—				—				17.0				17.0
	Adoption of Statement of Financial Accounting Standard No. 123R			(2.3	)			—				(2.6	)			—				—				7.4				—				4.8				—
	Stock based compensation expense			—				—				18.0				—				—				10.8				—				28.8				—
	Derivatives, net of tax provision of $3.8			—				—				—				—				(6.4	)			—				—				(6.4	)			(6.4	)
	Common stock issued			2.7				—				25.8				—				—				—				—				25.8				—
	Redemption of Convertible Notes			7.9				—				144.3				—				—				—				—				144.3				—
	Treasury stock purchases			—				—				—				—				—				—				(15.8	)			(15.8	)			—
	Tax benefits of stock compensation			—				—				9.7				—				—				—				—				9.7				—
	Comprehensive income			—				—				—				—				—				—				—				—			$	150.4
BALANCE AT DECEMBER 31, 2005			$	74.7			$	0.7			$	649.3			$	191.0			$	0.4			$	—			$	(47.0	)		$	794.4

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					For the Years Ended December 31,
					2005				2004				2003
									Revised				Revised
									(See Note 2)				(See Note 2)
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net income (loss)				$	150.7			$	(134.4	)		$	86.4
		Adjustments to reconcile net income (loss) to net cash provided by operating activities:
			Equity in earnings of unconsolidated affiliates			(14.2	)			(9.1	)			(6.9	)
			Minority interest			0.3				1.0				1.7
			Non-cash restructuring expenses			0.9				—				—
			Non-cash impairment of long-lived assets and goodwill			—				208.0				—
			Unrealized gain on futures contracts			(23.3	)			—				—
			Stock based compensation expense			28.8				11.9				6.1
			Depreciation and amortization			37.4				42.6				46.1
			Deferred income taxes			11.9				3.2				(0.2	)
			Other (gains), losses and expenses, net			(2.9	)			13.7				13.2
	Changes in assets and liabilities, net of effects of divestitures:
			Accounts and notes receivable			(53.6	)			(57.3	)			(145.2	)
			Inventories			0.1				(28.3	)			(0.8	)
			Other current assets			(16.2	)			(8.0	)			(2.2	)
			Accounts payable			64.4				(15.4	)			1.5
			Accrued expenses			40.3				2.4				19.6
			Income taxes payable and receivable			23.1				(6.4	)			23.8
			Long-term warranty, deferred income and other liabilities			(16.9	)			(2.6	)			14.0
			Net cash (used in) provided by operating activities from discontinued operations			(2.1	)			36.1				(0.4	)
			Net cash provided by operating activities			228.7				57.4				56.7
CASH FLOWS FROM INVESTING ACTIVITIES:
	Proceeds from the disposal of property, plant and equipment					0.7				1.5				10.2
	Purchases of property, plant and equipment					(63.3	)			(40.3	)			(39.7	)
	Dividends from affiliates					—				2.8				—
	Additional investment in affiliates					—				(3.7	)			(0.6	)
	Proceeds from disposal of investments (continuing operations)					39.3				—				8.9
	Net cash provided by (used in) investing activities from discontinued operations					2.5				21.8				(1.2	)
			Net cash used in investing activities			(20.8	)			(17.9	)			(22.4	)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Short-term (repayments) borrowings, net					(4.2	)			2.0				(6.8	)
	Long-term debt (repayments) borrowings, net					(36.3	)			(56.3	)			(15.4	)
	Revolver long-term (repayments) borrowings, net					(5.0	)			2.0				3.0
	Sales of common stock					25.8				20.4				12.5
	Payments of deferred financing costs					(1.7	)			(0.3	)			(2.7	)
	Repurchases of common stock					(15.8	)			(0.1	)			(0.4	)
	Excess tax benefits related to share based payments					5.1				—				—
	Cash dividends paid					(24.8	)			(22.8	)			(22.1	)
			Net cash used in financing activities			(56.9	)			(55.1	)			(31.9	)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS						151.0				(15.6	)			2.4
EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS						1.6				0.4				(0.7	)
CASH AND CASH EQUIVALENTS, beginning of year						60.9				76.1				74.4
CASH AND CASH EQUIVALENTS, end of year					$	213.5			$	60.9			$	76.1
Supplementary disclosures of cash flow information:
	Cash paid during the year for:
		Interest			$	16.3			$	29.7			$	30.1
		Income taxes (net of refunds)			$	66.1			$	17.4			$	9.1

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1.	Nature of Operations:

2.	Summary of Significant Accounting Policies:

	Principles of Consolidation

	Cash and Cash Equivalents

	Accounts and Notes Receivable

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	Inventories

	Property, Plant and Equipment

Buildings and improvements		10 to 39 years
Machinery and equipment		3 to 10 years

	Investments in Affiliates

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	Goodwill and Other Intangible Assets

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	Shipping and Handling

For the Years Ended December 31,
2005		2004		2003
$158.2		$139.4		$127.3

	Product Warranties

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		December 31,
		2005				2004
Accrued Expenses		$	25.3			$	26.8
Other Liabilities			55.6				44.2
		$	80.9			$	71.0

Total warranty liability at December 31, 2003		$	65.4
Payments made in 2004			(22.6	)
Changes resulting from issuance of new warranties			26.1
Changes in estimates associated with pre-existing liabilities			2.1
Total warranty liability at December 31, 2004		$	71.0
Payments made in 2005			(26.4	)
Changes resulting from issuance of new warranties			28.8
Changes in estimates associated with pre-existing warranties			7.5
Total warranty liability at December 31, 2005		$	80.9

	Income Taxes

	Revenue Recognition

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	Cost of Goods Sold

	Selling, General and Administrative Expenses

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	(Gains), Losses and Other Expenses, Net

		Years Ended December 31,
		2005				2004				2003
Realized gains on settled futures contracts		$	(16.7	)		$	—			$	—
Unrealized gains on open futures contracts			(23.3	)			—				—
Gain on sale of LII’s 45% interest in its heat transfer joint venture to Outokumpu			(9.3	)			—				—
Estimated on-going remediation costs in conjunction with the joint remediation agreement LII entered into with Outokumpu			2.2				—				—
Reserve requirements related to the Company’s former joint venture agreement with Outokumpu			—				—				3.4
Loss on sale of HVAC distributor			—				—				0.8
Gain on sale of Electrical Products Division			—				—				(2.4	)
Gain on sale of Europe manufacturing facility			—				—				(1.7	)
Other items, net			(3.1	)			—				1.8
(Gains), losses and other expenses, net		$	(50.2	)		$	—			$	1.9

	Stock-Based Compensation

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		For the Years Ended
		December 31,
		2005				2004				2003
Net income (loss), as reported		$	150.7			$	(134.4	)		$	86.4
Add: Reported stock based compensation expense, net of taxes			18.4				7.5				4.0
Deduct: Fair value based compensation expense, net of taxes			(19.4	)			(10.0	)			(9.1	)
Net income (loss), pro-forma		$	149.7			$	(136.9	)		$	81.3
Earnings per share:
Basic, as reported		$	2.35			$	(2.24	)		$	1.48
Basic, pro forma		$	2.33			$	(2.28	)		$	1.39
Diluted, as reported		$	2.11			$	(2.24	)		$	1.36
Diluted, pro forma		$	2.09			$	(2.28	)		$	1.28

	Research and Development

	Advertising

	Translation of Foreign Currencies

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	Derivatives

	Use of Estimates

	Reclassifications

	Revisions to Consolidated Statements of Cash Flows for the Years Ended December 31, 2004 and 2003

3.	Reportable Business Segments:

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				For the Years Ended December 31,
				2005				2004				2003
Net Sales
	Residential			$	1,685.8			$	1,419.8			$	1,358.7
	Commercial				651.7				580.8				508.4
		Heating & Cooling			2,337.5				2,000.6				1,867.1
	Service Experts				641.4				611.7				611.3
	Refrigeration				467.2				444.7				387.2
	Eliminations				(79.9	)			(74.3	)			(75.7	)
				$	3,366.2			$	2,982.7			$	2,789.9
Segment Profit (Loss)
	Residential			$	197.5			$	169.7			$	152.1
	Commercial				53.7				51.2				38.0
		Heating & Cooling			251.2				220.9				190.1
	Service Experts				17.0				(2.2	)			1.0
	Refrigeration				40.3				42.7				36.2
	Corporate and other				(103.1	)			(91.6	)			(69.0	)
	Eliminations				0.2				1.6				1.4
		Segment Profit			205.6				171.4				159.7
	Reconciliation to income (loss) from continuing operations before income taxes:
	(Gains), losses and other expenses, net				(50.2	)			—				1.9
	Restructurings				2.4				—				—
	Goodwill impairment				—				208.0				—
	Interest expense, net				15.4				27.2				28.4
	Other expense (income)				3.0				(0.8	)			(2.4	)
				$	235.0			$	(63.0	)		$	131.8

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				As of December 31,
				2005				2004
Total Assets
	Residential			$	589.1			$	512.0
	Commercial				234.3				244.0
		Heating & Cooling			823.4				756.0
	Service Experts				185.3				187.8
	Refrigeration				308.9				323.9
	Corporate and other				432.1				258.2
	Eliminations				(12.1	)			(12.4	)
	Segment assets				1,737.6				1,513.5
	Discontinued operations (Note 6)				—				5.1
				$	1,737.6			$	1,518.6

				For the Years Ended
				December 31,
				2005				2004				2003
Capital Expenditures
	Residential			$	34.7			$	24.0			$	19.8
	Commercial				8.6				5.5				8.5
		Heating & Cooling			43.3				29.5				28.3
	Service Experts				2.0				1.3				2.5
	Refrigeration				9.5				5.7				6.6
	Corporate and other				8.5				3.8				2.3
				$	63.3			$	40.3			$	39.7

				For the Years Ended
				December 31,
				2005				2004				2003
Depreciation and Amortization
	Residential			$	16.9			$	18.6			$	16.8
	Commercial				4.5				4.9				4.9
		Heating & Cooling			21.4				23.5				21.7
	Service Experts				2.9				3.4				5.7
	Refrigeration				7.3				8.2				8.4
	Corporate and other				5.8				7.5				10.3
				$	37.4			$	42.6			$	46.1

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				For the Years Ended December 31,
				2005				2004				2003
Net Sales to External Customers
	United States			$	2,603.0			$	2,254.8			$	2,135.1
	Canada				294.6				272.7				260.2
	International				468.6				455.2				394.6
		Total net sales to external customers		$	3,366.2			$	2,982.7			$	2,789.9

				As of December 31,
				2005				2004
Long-Lived Assets
	United States			$	448.1			$	414.5
	Canada				105.8				109.4
	International				136.5				150.0
		Total long-lived assets		$	690.4			$	673.9

4.	Inventories:

		As of December 31,
		2005				2004
Finished goods		$	174.0			$	174.1
Repair parts			35.8				38.5
Work in process			8.6				9.2
Raw materials			79.1				71.4
			297.5				293.2
Excess of current cost over last-in, first-out cost			(55.1	)			(46.0	)
		$	242.4			$	247.2

5.	Property, Plant and Equipment:

			As of December 31,
			2005				2004
Land			$	30.3			$	31.2
Buildings and improvements				177.1				177.3
Machinery and equipment				512.9				479.3
	Total			720.3				687.8
Less — accumulated depreciation				(464.6	)			(453.8	)
Property, plant and equipment, net			$	255.7			$	234.0

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6.	Divestitures:

	Sale of Interest in Heat Transfer Joint Venture

	Service Experts Discontinued Operations

		Discontinued Operations
		For the Year
		Ended December 31,
		2005				2004				2003
Net trade sales		$	0.2			$	228.9			$	325.8
Pre-tax (loss) income operating results			(2.0	)			(38.9	)			(0.1	)
Pre-tax loss on disposal of assets			(0.1	)			(14.9	)			—

		December 31,
		2005				2004
Current assets		$	—			$	5.1
Current liabilities		$	0.7			$	3.7

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			For the Year								Cumulative incurred
			Ended								through
			December 31,								December 31
			2005				2004				2005
Goodwill impairment			$	—			$	14.8			$	14.8
Impairment of property, plant and equipment				—				3.1				3.1
Operating loss				—				14.9				14.9
Other divestiture costs				2.0				6.1				8.1
	Subtotal			2.0				38.9				40.9
Loss on disposal of centers				0.1				14.9				15.0
	Total loss from discontinued operations		$	2.1			$	53.8			$	55.9

7.	Restructuring Charges:

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8.	Long-Term Debt and Lines of Credit:

			2005				2004
Floating rate revolving loans payable			$	—			$	5.0
6.25% convertible subordinate notes, payable in 2009				—				143.8
6.73% promissory notes, payable $11.1 annually through 2008				33.3				44.4
6.56% promissory notes, payable in 2005				—				25.0
6.75% promissory notes, payable in 2008				50.0				50.0
8.00% promissory note, payable in 2010				35.0				35.0
Capitalized lease obligations and other				1.0				1.3
				119.3				304.5
	Less current maturities			(11.3	)			(36.4	)
			$	108.0			$	268.1

2006		$	11.3
2007			11.3
2008			61.3
2009			0.2
2010			35.1
Thereafter			0.1
		$	119.3

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9.	Income Taxes:

				For the Years Ended
				December 31,
				2005				2004				2003
Current:
	Federal			$	63.9			$	12.9			$	32.8
	State				7.2				3.3				(1.8	)
	Foreign				14.3				10.2				0.2
		Total current			85.4				26.4				31.2
Deferred:
	Federal				(3.1	)			10.9				6.5
	State				4.1				(7.1	)			5.3
	Foreign				(3.4	)			0.3				2.1
		Total deferred			(2.4	)			4.1				13.9
		Total income tax provision		$	83.0			$	30.5			$	45.1

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				2005				2004				2003
Provision (benefit) at the U.S. statutory rate of 35%				$	82.3			$	(22.1	)		$	46.1
Increase (reduction) in tax expense resulting from:
	State income tax, net of federal income tax benefit				7.3				1.5				(0.5	)
	Foreign losses not providing a current benefit				—				6.2				3.6
	Goodwill impairment				—				51.4				—
	Other permanent items				(3.1	)			1.4				(1.9	)
	Research tax credit				(0.7	)			(5.6	)			(3.6	)
	Foreign taxes at rates other than 35% and miscellaneous other				(2.8	)			(2.3	)			1.4
		Total income tax provision		$	83.0			$	30.5			$	45.1

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				2005				2004
Gross deferred tax assets:
	Warranties			$	28.0			$	24.1
	Net operating losses (foreign and U.S. state)				59.5				58.6
	Postretirement and pension benefits				7.0				24.2
	Inventory reserves				5.0				3.8
	Receivable allowance				3.9				4.2
	Compensation liabilities				26.3				17.2
	Deferred income				8.9				9.9
	Intangibles				14.1				18.7
	Other				17.4				8.0
		Total deferred tax assets			170.1				168.7
		Valuation allowance			(50.5	)			(43.0	)
		Total deferred tax assets, net of valuation allowance			119.6				125.7
Gross deferred tax liabilities:
	Depreciation				(10.8	)			(12.7	)
	Insurance liabilities				(8.0	)			(4.2	)
	Other				(8.6	)			(12.9	)
		Total deferred tax liabilities			(27.4	)			(29.8	)
Net deferred tax assets				$	92.2			$	95.9

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10.	Current Accrued Expenses:

			December 31,
			2005				2004
Accrued wages			$	114.6			$	85.5
Casualty insurance reserves				61.3				58.3
Deferred income on service contracts				32.8				29.3
Accrued warranties				25.3				26.8
Accrued promotions				31.5				26.1
Other				56.2				60.3
	Total current accrued expenses		$	321.7			$	286.3

11.	Employee Benefit Plans:

	Profit Sharing Plans

	Employee Stock Purchase Plan

	Pension and Postretirement Benefit Plans

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			Pension Benefits								Other Benefits
			2005				2004				2005				2004
Accumulated benefit obligation			$	262.5			$	234.6			$	N/A			$	N/A
Changes in projected benefit obligation:
	Benefit obligation at beginning of year			243.1				224.1				28.3				24.3
	Service cost			7.0				6.6				1.2				1.0
	Interest cost			13.1				13.2				1.6				1.4
	Plan participants’ contributions			0.1				0.1				2.2				2.1
	Amendments			1.6				—				—				—
	Actuarial loss (gain)			17.9				13.2				(1.6	)			3.7
	Benefits paid			(13.1	)			(14.1	)			(4.6	)			(4.2	)
	Benefit obligation at end of year			269.7				243.1				27.1				28.3
Changes in plan assets:
	Fair value of plan assets at beginning of year		$	167.2			$	161.4			$	—			$	—
	Actual return on plan assets			14.0				12.7				—				—
	Employer contribution			29.8				1.3				2.4				2.1
	Plan participants’ contributions			0.1				0.1				2.2				2.1
	Foreign currency changes			(0.6	)			1.6				—				—
	Benefits paid			(10.4	)			(9.9	)			(4.6	)			(4.2	)
	Fair value of plan assets at end of year			200.1				167.2				—				—
Funded status				(69.6	)			(75.9	)			(27.1	)			(28.3	)
	Unrecognized actuarial loss			102.1				87.5				15.5				18.1
	Unamortized prior service cost			11.2				10.7				(4.9	)			(5.5	)
	Unrecognized net obligation			0.3				0.2				—				—
Net amount recognized			$	44.0			$	22.5			$	(16.5	)		$	(15.7	)
Amounts recognized in the consolidated balance sheets consist of:
	Prepaid benefit cost		$	63.1			$	40.0			$	—			$	—
	Accrued benefit liability			(81.4	)			(106.7	)			(16.5	)			(15.7	)
	Intangible assets			10.1				11.4				—				—
	Accumulated other comprehensive loss			52.2				77.8				—				—
	Net amount recognized		$	44.0			$	22.5			$	(16.5	)		$	(15.7	)

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			December 31,
			2005				2004
Pension plans with an accumulated benefit obligation in excess of plan assets:
	Projected benefit obligation		$	158.2			$	243.1
	Accumulated benefit obligation			152.0				234.6
	Fair value of plan assets			88.5				167.2

			Pension Benefits												Other Benefits
			2005				2004				2003				2005				2004				2003
Components of net periodic benefit cost:
	Service cost		$	7.0			$	6.6			$	5.4			$	1.2			$	1.0			$	0.9
	Interest cost			13.1				13.2				12.9				1.6				1.4				1.6
	Expected return on plan assets			(13.7	)			(14.5	)			(14.7	)			—				—				—
	Amortization of prior service cost			1.0				1.0				0.9				(0.5	)			(0.6	)			(0.3	)
	Recognized actuarial loss			3.5				3.0				1.1				1.0				0.8				0.7
	Recognized transition obligation			—				—				0.1				—				—				—
	Settlement			0.1				0.7				—				—				—				—
	Net periodic benefit cost		$	11.0			$	10.0			$	5.7			$	3.3			$	2.6			$	2.9

														Other
		Pension Benefits												Benefits
		2005				2004				2005				2004
Weighted-average assumptions used to determine benefit obligations at December 31:
Discount rate			5.75	%			5.75	%			5.75	%			5.75	%
Rate of compensation increase			4.28				4.00				—				—

		Pension Benefits												Other Benefits
		2005				2004				2003				2005				2004				2003
Weighted-average assumptions used to determine net periodic benefit cost for the years ended December 31:
Discount rate			5.75	%			6.00	%			6.75	%			5.75	%			6.00	%			6.75	%
Expected long-term return on plan assets			8.25				8.75				8.75				—				—				—
Rate of compensation increase			4.00				4.00				4.00				—				—				—

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			2005				2004
Assumed health care cost trend rates at December 31:
	Health care cost trend rate assumed for next year			10.0	%			10.0	%
	Rate to which the cost rate is assumed to decline (the ultimate trend rate)			5.0				5.0
	Year that the rate reaches the ultimate trend rate			2011				2010

		1-Percentage-				1-Percentage-
		Point Increase				Point Decrease
Effect on total of service and interest cost		$	0.3			$	(0.3	)
Effect on the post-retirement benefit obligation			3.3				(2.8	)

			Plan Assets at
			December 31,
Asset Category			2005				2004
Domestic equity				47.6	%			56.9	%
International equity				8.9	%			10.8	%
Investment Grade Bonds				26.4	%			28.5	%
Money Market/ Cash/ Annuities				17.1	%			3.8	%
	Total			100	%			100	%

		Target				+/-
Plan investments are invested within the following range targets:
Domestic equity			55	%			+/-3%
International equity			10	%			+/-3%
Investment grade bonds			30	%			+/-3%
Money market/cash			5	%			+1%/-4%

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		2006				2007				2008				2009				2010				2011-2015
Pension benefits		$	15.5			$	17.6			$	17.5			$	15.7			$	15.6			$	90.7
Other benefits			1.6				1.6				1.5				1.6				1.6				10.2

	Incentive Plan

	Stock Options

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		Years Ended December 31,
		2005								2004								2003
						Weighted								Weighted								Weighted
						Average								Average								Average
						Exercise								Exercise								Exercise
						Price per								Price per								Price per
		Shares				Share				Shares				Share				Shares				Share
Outstanding at beginning of year			7.5			$	14.00				9.0			$	13.09				9.7			$	13.03
Granted			—				21.57				0.4				18.91				0.2				17.00
Exercised			(2.0	)			12.52				(1.7	)			10.37				(0.6	)			10.70
Forfeited			(0.1	)			16.38				(0.2	)			16.56				(0.3	)			19.07
Outstanding at end of year			5.4			$	14.81				7.5			$	14.00				9.0			$	13.09
Exercisable at end of year			5.1			$	14.58				6.5			$	13.70				7.2			$	12.74
Fair value of options granted						$	7.50							$	7.27							$	6.33

Options Outstanding

Options Exercisable

Weighted-

Weighted-

Average

Weighted-

Average

Weighted-

Remaining

Average

Remaining

Average

Contractual

Exercise

Aggregate

Contractual

Exercise

Aggregate

Range of Exercise

Number

Term

Price

Intrinsic

Number

Life

Price

Intrinsic

Prices Per Share

Outstanding

(in years)

Per Share

Value

Exercisable

(in years)

Per Share

Value

$7.28 - $49.63

5.4

3.24

$

14.81

$

72.4

5.1

3.09

$

14.58

$

69.5

		December 31,
		2005				2004				2003
Expected dividend yield			2.13	%			2.13	%			2.24	%
Risk-free interest rate			4.33	%			4.23	%			3.75	%
Expected volatility			40.0	%			40.0	%			40.0	%
Expected life (in years)			7				7				7

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		For the Years Ended
		December 31,
		2005				2004				2003
Intrinsic Value of Options Exercised		$	23.6			$	12.8			$	3.5
Realized Tax Benefits from Tax Deductions		$	8.8			$	4.8			$	1.3

	Performance Shares

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		Year Ended
		December 31, 2005
						Weighted-
						Average
						Grant Date
		Shares				Fair Value
Nonvested performance share awards:
Nonvested at December 31, 2004			2.0			$	14.84
Granted			0.3			$	29.36
Vested			(0.3	)		$	16.21
Forfeited			(0.2	)		$	13.40
Nonvested at December 31, 2005			1.8			$	16.80

	Restricted Stock Awards

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		Year Ended
		December 31, 2005
						Weighted-
						Average
						Grant Date
		Shares				Fair Value
Nonvested restricted stock awards:
Nonvested at December 31, 2004			1.1			$	17.69
Granted			0.3			$	28.76
Vested			(0.3	)		$	16.26
Forfeited			(0.1	)		$	16.65
Nonvested at December 31, 2005			1.0			$	21.25

		For the Years Ended
		December 30,
		2005				2004				2003
Fair Value of Restricted Stock Awards Vested		$	5.8			$	5.7			$	—
Realized Tax Benefits from Tax Deductions		$	2.2			$	2.1			$	—

	Stock Appreciation Rights

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		Year Ended
		December 31, 2005
						Weighted-
						Average
						Exercise
						Price Per
		Shares				Share
Outstanding at beginning of year			1.0			$	16.82
Granted			0.7			$	29.36
Exercised			(0.1	)		$	16.76
Forfeited			(0.1	)		$	16.76
Outstanding at end of year			1.5			$	22.22
Exercisable at end of year			0.5			$	16.83

Stock Appreciation Rights Outstanding

Stock Appreciation Rights Exercisable

Weighted-

Weighted-

Average

Average

Remaining

Weighted-

Remaining

Weighted-

Contractual

Average

Aggregate

Contractual

Average

Aggregate

Range of Exercise

Number

Term

Exercise Price

Intrinsic

Number

Life

Exercise Price

Intrinsic

Prices Per Share

Outstanding

(in years)

Per Share

Value

Exercisable

(in years)

Per Share

Value

$16.43 — $29.36

1.5

5.81

$

22.22

$

8.8

0.5

4.95

$

16.83

$

6.2

		December 31,
		2005
Expected dividend yield			1.50	%
Risk-free interest rate			4.39	%
Expected volatility			31.90	%
Expected life (in years)			4.53

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13.	Commitments and Contingencies:

	Operating Leases

2006		$	44.4
2007			32.6
2008			24.5
2009			16.1
2010			12.9
Thereafter			53.3
		$	183.8

	Litigation

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14.	Earnings Per Share:

		Years Ended December 31,
		2005				2004				2003
Net income (loss)		$	150.7			$	(134.4	)		$	86.4
Add: after-tax interest expense and amortization of deferred financing costs on the Convertible Notes			4.6				—				6.3
Net income (loss) as adjusted		$	155.3			$	(134.4	)		$	92.7
Weighted average shares outstanding			64.2				60.0				58.4
Effect of dilutive securities attributable to convertible notes			6.0				—				7.9
Effect of diluted securities attributable to stock options and performance share awards			3.5				—				2.0
Weighted average shares outstanding, as adjusted			73.7				60.0				68.3
Diluted earnings (loss) per share		$	2.11			$	(2.24	)		$	1.36

15.	Quarterly Financial Information (unaudited):

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			For the Three Months Ended
			March 31,				June 30,				September 30,
			2005				2005				2005
			Increase (Decrease)
Cost of goods sold			$	2.0			$	2.8			$	4.0
Gross profit				(2.0	)			(2.8	)			(4.0	)
	Realized gains on settled futures contracts previously included in cost of goods sold			2.0				2.8				3.9
	Unrealized gains (losses) on open futures contracts previously included in accumulated other comprehensive income (loss)			9.5				(5.5	)			10.1
(Gains), losses and other expenses, net				11.5				(2.7	)			14.0
Operational income from continuing operations				9.5				(5.5	)			10.0
Income from continuing operations before income taxes and cumulative effect of accounting change				9.5				(5.5	)			10.0
Provision for income taxes previously included in accumulated other comprehensive income (loss)				3.4				(2.0	)			3.7
Income from continuing operations before cumulative effect of accounting change				6.1				(3.5	)			6.3
Income from continuing operations				6.1				(3.5	)			6.3
Net income and retained earnings				6.1				(3.5	)			6.3

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						For the
						Three Months Ended
						March 31, 2005
						Previously
						Reported				Restated
NET SALES						$	700.3			$	700.3
COST OF GOODS SOLD							478.5				480.5
			Gross Profit				221.8				219.8
OPERATING EXPENSES:
	Selling, general and administrative expense						204.3				204.3
	(Gains), losses and other expenses, net						—				(11.5	)
			Operational income from continuing operations				17.5				27.0
INTEREST EXPENSE, net							5.5				5.5
OTHER EXPENSE							0.1				0.1
			Income from continuing operations before income taxes				11.9				21.4
PROVISION FOR INCOME TAXES							4.4				7.8
			Income from continuing operations				7.5				13.6
DISCONTINUED OPERATIONS:
		Loss from operations of discontinued operations					1.6				1.6
		Income tax benefit					(0.4	)			(0.4	)
		Loss on disposal of discontinued operations					0.1				0.1
		Income tax benefit					(0.2	)			(0.2	)
			Loss from discontinued operations				1.1				1.1
				Net income		$	6.4			$	12.5
INCOME PER SHARE FROM CONTINUING OPERATIONS:
		Basic				$	0.12			$	0.22
		Diluted				$	0.12			$	0.21
LOSS PER SHARE FROM DISCONTINUED OPERATIONS:
		Basic				$	(0.02	)		$	(0.02	)
		Diluted				$	(0.02	)		$	(0.02	)
NET INCOME PER SHARE:
		Basic				$	0.10			$	0.20
		Diluted				$	0.10			$	0.19
AVERAGE SHARES OUTSTANDING:
		Basic					61.5				61.5
		Diluted					72.4				72.4
CASH DIVIDENDS DECLARED PER SHARE						$	0.10			$	0.10

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						For the								For the
						Three Months Ended								Six Months Ended
						June 30, 2005								June 30, 2005
						Previously								Previously
						Reported				Restated				Reported				Restated
NET SALES						$	867.8			$	867.8			$	1,568.1			$	1,568.1
COST OF GOODS SOLD							573.8				576.6				1,052.3				1,057.1
			Gross Profit				294.0				291.2				515.8				511.0
OPERATING EXPENSES:
	Selling, general and administrative expense						224.9				224.9				429.2				429.2
	(Gains), losses and other expenses, net						(8.7	)			(6.0	)			(8.7	)			(17.5	)
	Restructuring charge						2.2				2.2				2.2				2.2
			Operational income from continuing operations				75.6				70.1				93.1				97.1
INTEREST EXPENSE, net							4.6				4.6				10.1				10.1
OTHER INCOME							(0.6	)			(0.6	)			(0.5	)			(0.5	)
			Income from continuing operations before income taxes				71.6				66.1				83.5				87.5
PROVISION FOR INCOME TAXES							26.6				24.6				31.0				32.4
			Income from continuing operations				45.0				41.5				52.5				55.1
DISCONTINUED OPERATIONS:
		Loss from operations of discontinued operations					0.2				0.2				1.8				1.8
		Income tax benefit					—				—				(0.4	)			(0.4	)
		Loss on disposal of discontinued operations					—				—				0.1				0.1
		Income tax benefit					—				—				(0.2	)			(0.2	)
			Loss from discontinued operations				0.2				0.2				1.3				1.3
				Net income		$	44.8			$	41.3			$	51.2			$	53.8
INCOME PER SHARE FROM CONTINUING OPERATIONS:
		Basic				$	0.73			$	0.67			$	0.85			$	0.89
		Diluted				$	0.64			$	0.59			$	0.77			$	0.80
LOSS PER SHARE FROM DISCONTINUED OPERATIONS:
		Basic				$	(0.01	)		$	—			$	(0.02	)		$	(0.02	)
		Diluted				$	—			$	—			$	(0.02	)		$	(0.02	)
NET INCOME PER SHARE:
		Basic				$	0.72			$	0.67			$	0.83			$	0.87
		Diluted				$	0.64			$	0.59			$	0.75			$	0.78
AVERAGE SHARES OUTSTANDING:
		Basic					62.0				62.0				61.7				61.7
		Diluted					72.8				72.8				72.5				72.5
CASH DIVIDENDS DECLARED PER SHARE						$	0.10			$	0.10			$	0.20			$	0.20

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						For the								For the
						Three Months Ended								Nine Months Ended
						September 30, 2005								September 30, 2005
						Previously								Previously
						Reported				Restated				Reported				Restated
NET SALES						$	927.5			$	927.5			$	2,495.6			$	2,495.6
COST OF GOODS SOLD							612.1				616.1				1,664.4				1,673.2
			Gross Profit				315.4				311.4				831.2				822.4
OPERATING EXPENSES:
	Selling, general and administrative expense						230.2				230.2				659.4				659.4
	(Gains), losses and other expenses, net						0.1				(13.9	)			(8.6	)			(31.4	)
	Restructuring charge						0.2				0.2				2.4				2.4
			Operational income from continuing operations				84.9				94.9				178.0				192.0
INTEREST EXPENSE, net							4.3				4.3				14.4				14.4
OTHER EXPENSE							3.5				3.5				3.0				3.0
			Income from continuing operations before income taxes and cumulative effect of accounting change				77.1				87.1				160.6				174.6
PROVISION FOR INCOME TAXES							28.5				32.2				59.5				64.6
			Income from continuing operations before cumulative effect of accounting change				48.6				54.9				101.1				110.0
CUMULATIVE EFFECT OF ACCOUNTING CHANGE, NET							(0.2	)			(0.2	)			(0.2	)			(0.2	)
			Income from continuing operations				48.8				55.1				101.3				110.2
DISCONTINUED OPERATIONS:
		Loss from operations of discontinued operations					0.1				0.1				1.9				1.9
		Income tax benefit					(0.1	)			(0.1	)			(0.5	)			(0.5	)
		Loss on disposal of discontinued operations					—				—				0.1				0.1
		Income tax benefit					—				—				(0.2	)			(0.2	)
			Loss from discontinued operations				—				—				1.3				1.3
				Net income		$	48.8			$	55.1			$	100.0			$	108.9
INCOME PER SHARE FROM CONTINUING OPERATIONS BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE:
		Basic				$	0.77			$	0.87			$	1.63			$	1.77
		Diluted				$	0.68			$	0.76			$	1.45			$	1.57
CUMULATIVE EFFECT OF ACCOUNTING CHANGE PER SHARE:
		Basic				$	—			$	0.01			$	—			$	—
		Diluted				$	—			$	—			$	—			$	—
INCOME PER SHARE FROM CONTINUING OPERATIONS:
		Basic				$	0.77			$	0.88			$	1.63			$	1.77
		Diluted				$	0.68			$	0.76			$	1.45			$	1.57
LOSS PER SHARE FROM DISCONTINUED OPERATIONS:
		Basic				$	—			$	—			$	(0.02	)		$	(0.02	)
		Diluted				$	—			$	—			$	(0.02	)		$	(0.02	)
NET INCOME PER SHARE:
		Basic				$	0.77			$	0.88			$	1.61			$	1.75
		Diluted				$	0.68			$	0.76			$	1.43			$	1.55
AVERAGE SHARES OUTSTANDING:
		Basic					62.9				62.9				62.1				62.1
		Diluted					74.2				74.2				73.1				73.1
CASH DIVIDENDS DECLARED PER SHARE:						$	0.10			$	0.10			$	0.30			$	0.30

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				For the
				Three Months Ended
				March 31, 2005
				Previously
				Reported				Restated
Net Sales
	Residential			$	342.7			$	342.7
	Commercial				126.2				126.2
		Heating and Cooling			468.9				468.9
	Service Experts				135.9				135.9
	Refrigeration				111.9				111.9
	Eliminations				(16.4	)			(16.4	)
				$	700.3			$	700.3
Segment Profit (Loss)(A)
	Residential			$	29.6			$	28.4
	Commercial				4.7				4.4
		Heating and Cooling			34.3				32.8
	Service Experts				(6.3	)			(6.3	)
	Refrigeration				8.9				8.4
	Corporate and other				(19.3	)			(19.3	)
	Eliminations				(0.1	)			(0.1	)
		Segment Profit			17.5				15.5
Reconciliation to income from continuing operations before income taxes
	(Gains), losses and other expenses, net				—				(11.5	)
	Interest expense, net				5.5				5.5
	Other expense				0.1				0.1
				$	11.9			$	21.4

(A)	Segment profit is based upon income (loss) from continuing operations before income taxes included in the accompanying consolidated statements of operations excluding Goodwill Impairment.

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				For the								For the
				Three Months Ended								Six Months Ended
				June 30, 2005								June 30, 2005
				Previously								Previously
				Reported				Restated				Reported				Restated
Net Sales
	Residential			$	434.7			$	434.7			$	777.4			$	777.4
	Commercial				171.2				171.2				297.4				297.4
		Heating and Cooling			605.9				605.9				1,074.8				1,074.8
	Service Experts				167.8				167.8				303.7				303.7
	Refrigeration				116.9				116.9				228.8				228.8
	Eliminations				(22.8	)			(22.8	)			(39.2	)			(39.2	)
				$	867.8			$	867.8			$	1,568.1			$	1,568.1
Segment Profit (Loss)(A)
	Residential			$	57.3			$	55.7			$	86.9			$	84.1
	Commercial				15.3				14.7				20.0				19.1
		Heating and Cooling			72.6				70.4				106.9				103.2
	Service Experts				9.2				9.2				2.9				2.9
	Refrigeration				10.1				9.5				19.0				17.9
	Corporate and other				(22.9	)			(22.9	)			(42.2	)			(42.2	)
	Eliminations				0.1				0.1				—				—
		Segment Profit			69.1				66.3				86.6				81.8
	Reconciliation to income from continuing operations before income taxes:
		(Gains), losses and other expenses, net			(8.7	)			(6.0	)			(8.7	)			(17.5	)
		Restructuring charge			2.2				2.2				2.2				2.2
		Interest expense, net			4.6				4.6				10.1				10.1
		Other income			(0.6	)			(0.6	)			(0.5	)			(0.5	)
				$	71.6			$	66.1			$	83.5			$	87.5

(A)	Segment profit (loss) is based upon income (loss) from continuing operations before income taxes included in the accompanying consolidated statements of operations excluding Goodwill Impairment.

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				For the								For the
				Three Months Ended								Nine Months Ended
				September 30, 2005								September 30, 2005
				Previously								Previously
				Reported				Restated				Reported				Restated
Net Sales
	Residential			$	464.9			$	464.9			$	1,242.3			$	1,242.3
	Commercial				191.9				191.9				489.3				489.3
		Heating and Cooling			656.8				656.8				1,731.6				1,731.6
	Service Experts				171.8				171.8				475.5				475.5
	Refrigeration				119.6				119.6				348.4				348.4
	Eliminations				(20.7	)			(20.7	)			(59.9	)			(59.9	)
				$	927.5			$	927.5			$	2,495.6			$	2,495.6
Segment Profit (Loss)(A)
	Residential			$	67.0			$	65.0			$	153.9			$	149.1
	Commercial				26.8				25.9				46.8				45.0
		Heating and Cooling			93.8				90.9				200.7				194.1
	Service Experts				7.9				7.9				10.8				10.8
	Refrigeration				12.0				10.9				31.0				28.8
	Corporate and other				(28.5	)			(28.5	)			(70.7	)			(70.7	)
	Eliminations				—				—				—				—
		Segment Profit			85.2				81.2				171.8				163.0
	Reconciliation to income from continuing operations before income taxes and cumulative effect of accounting change:
		(Gains), losses and other expenses, net			0.1				(13.9	)			(8.6	)			(31.4	)
		Restructuring charge			0.2				0.2				2.4				2.4
		Interest expense, net			4.3				4.3				14.4				14.4
		Other expense			3.5				3.5				3.0				3.0
				$	77.1			$	87.1			$	160.6			$	174.6

(A)	Segment profit (loss) is based upon income (loss) from continuing operations before income taxes and cumulative effect of accounting change included in the accompanying consolidated statements of operations excluding Goodwill Impairment.

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					March 31, 2005
					Previously
					Reported				Restated
ASSETS
CURRENT ASSETS:
	Cash and cash equivalents				$	84.2			$	84.2
	Accounts and notes receivable, net					450.2				449.8
	Inventories					275.8				275.8
	Deferred income taxes					13.1				16.8
	Other assets					42.4				42.4
	Assets held for sale					1.2				1.2
		Total current assets				866.9				870.2
PROPERTY, PLANT AND EQUIPMENT, net						236.3				236.3
GOODWILL, net						222.5				222.5
DEFERRED INCOME TAXES						82.1				82.1
OTHER ASSETS						137.3				137.3
		TOTAL ASSETS			$	1,545.1			$	1,548.4
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
	Short-term debt				$	3.8			$	3.8
	Current maturities of long-term debt					36.3				36.3
	Accounts payable					281.6				281.6
	Accrued expenses					259.9				259.9
	Income taxes payable					16.7				20.1
	Liabilities held for sale					2.4				2.4
		Total current liabilities				600.7				604.1
LONG-TERM DEBT						269.1				269.1
POSTRETIREMENT BENEFITS, OTHER THAN PENSIONS						14.7				14.7
PENSIONS						105.1				105.1
OTHER LIABILITIES						78.6				78.6
		Total liabilities				1,068.2				1,071.6
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS’ EQUITY:
	Preferred stock, $.01 par value, 25,000,000 shares authorized, no shares issued or outstanding					—				—
	Common stock, $.01 par value, 200,000,000 shares authorized, 67,005,959 shares issued					0.7				0.7
	Additional paid-in capital					465.1				465.1
	Retained earnings					66.9				73.1
	Accumulated other comprehensive income (loss)					(7.4	)			(13.7	)
	Deferred compensation					(16.0	)			(16.0	)
	Treasury stock, at cost, 3,106,822 shares					(32.4	)			(32.4	)
		Total stockholders’ equity				476.9				476.8
			TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		$	1,545.1			$	1,548.4

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					June 30, 2005
					Previously
					Reported				Restated
ASSETS
CURRENT ASSETS:
	Cash and cash equivalents				$	93.6			$	93.6
	Accounts and notes receivable, net					541.9				541.6
	Inventories					257.5				257.5
	Deferred income taxes					16.0				17.6
	Other assets					41.7				41.7
	Assets held for sale					0.1				0.1
		Total current assets				950.8				952.1
PROPERTY, PLANT AND EQUIPMENT, net						238.1				238.1
GOODWILL, net						219.1				219.1
DEFERRED INCOME TAXES						80.4				80.4
OTHER ASSETS						111.8				111.8
		TOTAL ASSETS			$	1,600.2			$	1,601.5
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
	Short-term debt				$	1.0			$	1.0
	Current maturities of long-term debt					11.3				11.3
	Accounts payable					294.7				294.7
	Accrued expenses					282.7				282.7
	Income taxes payable					38.9				40.4
	Liabilities held for sale					0.9				0.9
		Total current liabilities				629.5				631.0
LONG-TERM DEBT						263.0				263.0
POSTRETIREMENT BENEFITS, OTHER THAN PENSIONS						15.1				15.1
PENSIONS						105.6				105.6
OTHER LIABILITIES						85.7				85.7
		Total liabilities				1,098.9				1,100.4
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS’ EQUITY:
	Preferred stock, $.01 par value, 25,000,000 shares authorized, no shares issued or outstanding					—				—
	Common stock, $.01 par value, 200,000,000 shares authorized, 66,948,311 shares issued					0.7				0.7
	Additional paid-in capital					463.9				463.9
	Retained earnings					105.6				108.1
	Accumulated other comprehensive income (loss)					(23.5	)			(26.2	)
	Deferred compensation					(13.0	)			(13.0	)
	Treasury stock, at cost; 3,183,631 shares, 3,107,074 shares and 3,106,822 shares at September 30, 2005, June 30, 2005 and March 31, 2005, respectively					(32.4	)			(32.4	)
		Total stockholders’ equity				501.3				501.1
			TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		$	1,600.2			$	1,601.5

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					September 30, 2005
					Previously
					Reported				Restated
ASSETS
CURRENT ASSETS:
	Cash and cash equivalents				$	176.2			$	176.2
	Accounts and notes receivable, net					567.4				567.4
	Inventories					254.0				254.0
	Deferred income taxes					14.0				19.2
	Other assets					50.5				50.5
	Assets held for sale					0.1				0.1
		Total current assets				1,062.2				1,067.4
PROPERTY, PLANT AND EQUIPMENT, net						244.6				244.6
GOODWILL, net						225.6				225.6
DEFERRED INCOME TAXES						85.3				85.3
OTHER ASSETS						121.4				121.4
		TOTAL ASSETS			$	1,739.1			$	1,744.3
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
	Short-term debt				$	2.5			$	2.5
	Current maturities of long-term debt					114.3				114.3
	Accounts payable					312.9				312.9
	Accrued expenses					311.6				311.6
	Income taxes payable					41.4				46.4
	Liabilities held for sale					1.1				1.1
		Total current liabilities				783.8				788.8
LONG-TERM DEBT						119.3				119.3
POSTRETIREMENT BENEFITS, OTHER THAN PENSIONS						15.5				15.5
PENSIONS						106.1				106.1
OTHER LIABILITIES						80.5				80.5
		Total liabilities				1,105.2				1,110.2
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS’ EQUITY:
	Preferred stock, $.01 par value, 25,000,000 shares authorized, no shares issued or outstanding					—				—
	Common stock, $.01 par value, 200,000,000 shares authorized, 68,313,156 shares, 66,948,311 shares and 67,005,959 shares issued at September 30, 2005, June 30, 2005 and March 31, 2005, respectively					0.7				0.7
	Additional paid-in capital					519.2				519.2
	Retained earnings					148.1				157.0
	Accumulated other comprehensive income (loss)					—				(8.8	)
	Deferred compensation					—				—
	Treasury stock, at cost, 3,183,631 shares, 3,107,074 shares and 3,106,822 shares at September 30, 2005, June 30, 2005 and March 31, 2005, respectively					(34.1	)			(34.0	)
		Total stockholders’ equity				633.9				634.1
			TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		$	1,739.1			$	1,744.3

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	Financial results (in millions, except per share data)

			Net Sales								Gross Profit								Net (Loss) Income
			2005				2004				2005				2004				2005				2004
First Quarter			$	700.3			$	664.0			$	219.8	(1)		$	225.6			$	12.5	(1)(3)		$	(194.1	)(2)
Second Quarter				867.8				805.4				291.2	(1)			275.3				41.3	(1)			34.4
Third Quarter				927.5				771.9				311.4	(1)			258.4				55.1	(1)			19.0
Fourth Quarter				870.6				741.4				285.6				238.2				41.8				6.3
	Fiscal year		$	3,366.2			$	2,982.7			$	1,108.0			$	997.5			$	150.7			$	(134.4	)

			Basic								Diluted								Dividends
			Earnings per								Earnings per								per
			Common Share								Common Share								Common Share
			2005				2004				2005				2004				2005				2004
First Quarter			$	0.20	(1)(3)		$	(3.26	)		$	0.19	(1)(3)		$	(3.26	)		$	0.10			$	.095
Second Quarter				0.67	(1)			0.57				0.59	(1)			0.51				0.10				.095
Third Quarter				0.88	(1)			0.32				0.76	(1)			0.29				0.10				.095
Fourth Quarter				0.59				0.10				0.55				0.11				0.11				.100
	Fiscal year		$	2.35			$	(2.24	)		$	2.11			$	(2.24	)		$	0.41			$	0.385

(1)	Quarterly financial information has been restated.
(2)	In 2004, the Company recorded a non-cash impairment charge of $208.0 million, which is included as a component of operating income in the accompanying Consolidated Statements of Operations.
(3)	In 2005, the Company recorded $6.4 million of net income related to open futures contracts as of December 31, 2004.

	Stock Prices

		Price Range Per Common Share
		2005								2004
		High				Low				High				Low
First Quarter		$	22.99			$	19.33			$	19.22			$	14.75
Second Quarter			22.41				18.65				19.26				15.34
Third Quarter			27.42				20.50				18.31				14.74
Fourth Quarter			30.60				24.81				20.50				13.97

16.	Treasury Stock:

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17.	Comprehensive Income:

		Foreign
		Currency
		Translation				Minimum
		Adjustment				Pension Liab.				Hedges				Total
December 31, 2002		$	(40.8	)		$	(37.2	)		$	(0.7	)		$	(78.7	)
Net change during 2003			63.7				(5.2	)			1.8				60.3
December 31, 2003			22.9				(42.4	)			1.1				(18.4	)
Net change during 2004			23.0				(9.0	)			5.1				19.1
December 31, 2004		$	45.9			$	(51.4	)		$	6.2			$	0.7
Net change during 2005			(10.9	)			17.0				(6.4	)			(0.3	)
December 31, 2005		$	35.0			$	(34.4	)		$	(0.2	)		$	0.4

18.	Goodwill:

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			Balance												Balance
			December 31,				Goodwill				Foreign Currency				December 31,
Segment			2003				Impairment				Translation & Other				2004
Residential			$	26.1			$	—			$	—			$	26.1
Commercial				29.1				—				1.6				30.7
	Heating and Cooling			55.2				—				1.6				56.8
Service Experts				306.7				(208.0	)			(3.0	)			95.7
Refrigeration				70.6				—				2.3				72.9
	Total for continuing operations		$	432.5			$	(208.0	)		$	0.9			$	225.4
Discontinued operations				14.8				(14.8	)			—				—
	Total		$	447.3			$	(222.8	)		$	0.9			$	225.4

			Balance												Balance
			December 31,				Goodwill				Foreign Currency				December 31,
Segment			2004				Impairment				Translation & Other				2005
Residential			$	26.1			$	—			$	—			$	26.1
Commercial				30.7				—				(2.5	)			28.2
	Heating and Cooling			56.8				—				(2.5	)			54.3
Service Experts				95.7				—				2.5				98.2
Refrigeration				72.9				—				(1.5	)			71.4
	Total		$	225.4			$	—			$	(1.5	)		$	223.9

			2005								2004
			Gross				Amortization				Gross				Accumulated
			Amount				Accumulated				Amount				Amortization
Deferred financing costs			$	5.8			$	(3.3	)		$	8.9			$	(4.0	)
Non-compete agreements and other				9.1				(7.7	)			9.3				(7.9	)
	Total		$	14.9			$	(11.0	)		$	18.2			$	(11.9	)

19.	Related Party Transactions:

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20.	Stock Rights:

21.	Fair Value of Financial Instruments:

22.	Subsequent Events:

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Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Item 9A.	Controls and Procedures

Item 9B.	Other Information

Item 10.	Directors and Executive Officers of the Registrant

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Item 11.	Executive Compensation

Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Item 13.	Certain Relationships and Related Transactions

Item 14.	Principal Accounting Fees and Services

Item 15.	Exhibits, Financial Statement Schedules

	•	Management’s Report on Internal Control Over Financial Reporting
	•	Attestation Report of the Independent Registered Public Accounting Firm
	•	Report of the Independent Registered Public Accounting Firm
	•	Consolidated Balance Sheets as of December 31, 2005 and 2004
	•	Consolidated Statements of Operations for the Years Ended December 31, 2005, 2004 and 2003
	•	Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2005, 2004 and 2003
	•	Consolidated Statements of Cash Flows for the Years Ended December 31, 2005, 2004 and 2003
	•	Notes to Consolidated Financial Statements for the Years Ended December 31, 2005, 2004 and 2003

	•	Report of the Independent Registered Public Accounting Firm (see Part II, Item 8 of this Form 10-K).

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	•	Schedule II — Valuation and Qualifying Accounts and Reserves (see Schedule II immediately following the signature page of this Form 10-K).

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	LENNOX INTERNATIONAL INC.

	By:	/s/ Robert E. Schjerven

	Robert E. Schjerven
	Chief Executive Officer

Signature				Title		Date
/s/ Robert E. Schjerven Robert E. Schjerven				Chief Executive Officer and Director (Principal Executive Officer)		March 16, 2006
/s/ Susan K. Carter Susan K. Carter				Executive Vice President and Chief Financial Officer (Principal Financial Officer)		March 16, 2006
/s/ David L. Inman David L. Inman				Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer)		March 16, 2006
/s/ John W. Norris, Jr. John W. Norris, Jr.				Chairman of the Board of Directors		March 16, 2006
/s/ Linda G. Alvarado Linda G. Alvarado				Director		March 16, 2006
/s/ Steven R. Booth Steven R. Booth				Director		March 16, 2006
/s/ Thomas W. Booth Thomas W. Booth				Director		March 16, 2006
/s/ David V. Brown David V. Brown				Director		March 16, 2006
/s/ James J. Byrne James J. Byrne				Director		March 16, 2006
/s/ Janet K. Cooper Janet K. Cooper				Director		March 16, 2006

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Signature				Title		Date
/s/ C.L. (Jerry) Henry C.L. (Jerry) Henry				Director		March 16, 2006
/s/ John E. Major John E. Major				Director		March 16, 2006
/s/ John W. Norris III John W. Norris III				Director		March 16, 2006
/s/ Paul W. Schmidt Paul W. Schmidt				Director		March 16, 2006
/s/ Terry D. Stinson Terry D. Stinson				Director		March 16, 2006
/s/ Richard L. Thompson Richard L. Thompson				Director		March 16, 2006

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						Additions
		Balance at				charged to								Balance
		beginning				cost and								at end
		of Year				expenses				Deductions (1)				of Year
2003:
Allowance for doubtful accounts		$	20.8			$	10.8			$	(16.0	)		$	15.6
2004:
Allowance for doubtful accounts		$	15.6			$	10.3			$	(7.4	)		$	18.5
2005:
Allowance for doubtful accounts		$	18.5			$	6.7			$	(8.5	)		$	16.7

(1)	Uncollectible accounts charged off, net of recoveries.

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Exhibit
Number				Exhibit Name
	3	.1		Restated Certificate of Incorporation of Lennox International Inc. (‘LII”) (filed as Exhibit 3.1 to LII’s Registration Statement on Form S-1 (Registration No. 333-75725) filed on April 6, 1999 and incorporated herein by reference).
	3	.2		Amended and Restated Bylaws of LII (filed as Exhibit 3.2 to LII’s Current Report on Form 8-K filed on February 28, 2005 and incorporated herein by reference).
	4	.1		Specimen Stock Certificate for the Common Stock, par value $.01 per share, of LII (filed as Exhibit 4.1 to LII’s Amendment to Registration Statement on Form S-1/A (Registration No. 333-75725) filed on June 16, 1999 and incorporated herein by reference).
	4	.2		Rights Agreement, dated as of July 27, 2000, between LII and ChaseMellon Shareholder Services, L.L.C., as Rights Agent, which includes as Exhibit A the form of Certificate of Designations of Series A Junior Participating Preferred Stock setting forth the terms of the Preferred Stock, as Exhibit B the form of Rights Certificate and as Exhibit C the Summary of Rights to Purchase Preferred Stock (filed as Exhibit 4.1 to LII’s Current Report on Form 8-K filed on July 28, 2000 and incorporated herein by reference).
				LII is a party to several debt instruments under which the total amount of securities authorized under any such instrument does not exceed 10% of the total assets of LII and its subsidiaries on a consolidated basis. Pursuant to paragraph 4(iii)(A) of Item 601(b) of Regulation S-K, LII agrees to furnish a copy of such instruments to the Securities and Exchange Commission upon request.
	10	.1		Second Amended and Restated Receivables Purchase Agreement, dated as of June 16, 2003, by and among LPAC Corp., Lennox Industries Inc., Blue Ridge Asset Funding Corporation, Liberty Street Funding Corp., the Liberty Street Investors named therein, The Bank of Nova Scotia and Wachovia Bank, N.A. (filed as Exhibit 10.1 to LII’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003 and incorporated herein by reference).
	10	.2		Fourth Amendment to Second Amended and Restated Receivables Purchase Agreement, dated as of June 11, 2004, by and among Lennox Industries Inc., LPAC Corp., Liberty Street Funding Corp., the investors named in the Second Amended and Restated Receivables Purchase Agreement, as amended (the “Purchase Agreement”), The Bank of Nova Scotia, YC SUSI Trust, Bank of America, N.A. and The Yorktown Investors (as defined in Purchase Agreement) (filed as Exhibit 10.3 to LII’s Annual Report on Form 10-K for the year ended December 31, 2003 and incorporated herein by reference).
	10	.3		Fifth Amendment to Second Amended and Restated Receivables Purchase Agreement, dated as of December 20, 2004, by and among Lennox Industries Inc., LPAC Corp., Liberty Street Funding Corp., the investors named in the Purchase Agreement, The Bank of Nova Scotia, YC SUSI Trust, Bank of America, N.A. and The Yorktown Investors (as defined in the Purchase Agreement) (filed as Exhibit 10.1 to LII’s Form 8-K filed December 21, 2004 and incorporated herein by reference).
	10	.4		Sixth Amendment to Second Amended and Restated Receivables Purchase Agreement, dated December 14, 2005, by and among Lennox Industries Inc., LPAC Corp., Liberty Street Funding Corp., the investors named in the Purchase Agreement, The Bank of Nova Scotia, YC SUSI Trust, Bank of America, National Association and the Yorktown Investors (as defined in the Purchase Agreement) (filed as Exhibit 10.1 to LII’s Form 8-K filed December 20, 2005 and incorporated herein by reference).
	10	.5		Assignment and Assumption Agreement, dated as of May 5, 2004, by and among EagleFunding Capital Corporation and YC SUSI Trust, Fleet National Bank and Bank of America, N.A., Fleet Securities, Inc. and Bank of America, N.A., The Bank of Nova Scotia and LPAC Corp. (filed as Exhibit 10.10 to LII’s Annual Report on Form 10-K for the year ended December 31, 2003 and incorporated herein by reference).
	10	.6		Purchase and Sale Agreement, dated as of June 19, 2000, by and among Lennox Industries Inc., Heatcraft Inc. and LPAC Corp. (filed as Exhibit 10.1 to LII’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2000 and incorporated herein by reference).

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Exhibit
Number				Exhibit Name
	10	.7		First Amendment to Purchase and Sale Agreement, dated as of June 7, 2002, among Lennox Industries Inc., Heatcraft Inc., Armstrong Air Conditioning Inc. and LPAC Corp. (filed as Exhibit 10.2 to LII’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2002 and incorporated herein by reference).
	10	.8		Second Amendment to Purchase and Sale Agreement, dated as of June 16, 2003, by and among LPAC Corp., Lennox Industries Inc., Armstrong Air Conditioning Inc., Advanced Distributor Products LLC and Heatcraft Refrigeration Products LLC (filed as Exhibit 10.2 to LII’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003 and incorporated herein by reference).
	10	.9		Omnibus Amendment Number One to the Amended and Restated Receivables Purchase Agreement and the Purchase and Sale Agreement, dated as of January 31, 2003, by and among Lennox Industries Inc., Heatcraft Inc., Armstrong Air Conditioning Inc., Advanced Distributor Products LLC, Heatcraft Refrigeration Products LLC, LPAC Corp., Blue Ridge Asset Funding Corporation and Wachovia Bank, N.A. (filed as Exhibit 10.12 to LII’s Annual Report on Form 10-K for the year ended December 31, 2002 and incorporated herein by reference).
	10	.10		First Omnibus Amendment to Transaction Documents, dated as of December 31, 2003, among LII, Lennox Industries Inc., Advanced Distributor Products LLC, Heatcraft Refrigeration Products LLC, LPAC Corp., Blue Ridge Asset Funding Corporation, Wachovia Bank, N.A., Liberty Street Funding Corp., The Bank of Nova Scotia, EagleFunding Capital Corporation, Fleet National Bank, Fleet Securities Inc., and The Liberty Street Investors (as defined therein) (filed as Exhibit 10.9 to LII’s Annual Report on Form 10-K for the year ended December 31, 2003 and incorporated herein by reference).
	10	.11*		Amended and Restated 1998 Incentive Plan of Lennox International Inc. (filed as Exhibit 10.1 to LII’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005 and incorporated herein by reference).
	10	.12*		Form of Performance Share Program Award Agreement under the 1998 Incentive Plan of LII (filed as Exhibit 10.3 to LII’s Current Report on Form 8-K filed on December 13, 2005 and incorporated herein by reference).
	10	.13*		Form of Employee Restricted Stock Grant Agreement under the 1998 Incentive Plan of LII (filed as Exhibit 10.4 to LII’s Current Report on Form 8-K filed on December 13, 2005 and incorporated herein by reference).
	10	.14*		Form of Employee Stock Appreciation Rights Agreement under the 1998 Incentive Plan of LII (filed as Exhibit 10.5 to LII’s Current Report on Form 8-K filed on December 13, 2005 and incorporated herein by reference).
	10	.15*		Form of Non-Employee Director Restricted Stock Grant Agreement under the 1998 Incentive Plan of LII (filed as Exhibit 10.6 to LII’s Current Report on Form 8-K filed on December 13, 2005 and incorporated herein by reference).
	10	.16*		Form of Non-Employee Director Stock Appreciation Rights Agreement under the 1998 Incentive Plan of LII (filed as Exhibit 10.7 to LII’s Current Report on Form 8-K filed on December 13, 2005 and incorporated herein by reference).
	10	.17*		Lennox International Inc. Profit Sharing Restoration Plan (filed as Exhibit 10.9 to LII’s Registration Statement on Form S-1 (Registration No. 333-75725) filed on April 6, 1999 and incorporated herein by reference).
	10	.18*		Lennox International Inc. Supplemental Executive Retirement Plan (filed as Exhibit 10.10 to LII’s Registration Statement on Form S-1 (Registration No. 333-75725) filed on April 6, 1999 and incorporated herein by reference).
	10	.19*		Lennox International Inc. Non-employee Directors’ Compensation and Deferral Plan (filed as Exhibit 10.22 to LII’s Annual Report on Form 10-K for the year ended December 31, 2002 and incorporated herein by reference).
	10	.20*		Amendment to the Lennox International Inc. Non-employee Directors’ Compensation and Deferral Plan, dated May 17, 2002 (filed as Exhibit 10.23 to LII’s Annual Report on Form 10-K for the year ended December 31, 2002 and incorporated herein by reference).

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Exhibit
Number				Exhibit Name
	10	.21*		Form of Indemnification Agreement entered into between LII and certain executive officers and directors of LII (filed as Exhibit 10.15 to LII’s Registration Statement on Form S-1 (Registration No. 333-75725) filed on April 6, 1999 and incorporated herein by reference).
	10	.22*		Form of Employment Agreement entered into between LII and certain executive officers of LII (filed as Exhibit 10.1 to LII’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2000 and incorporated herein by reference).
	10	.23*		Form of Amended and Restated Change of Control Employment Agreement entered into between LII and certain executive officers of LII (filed as Exhibit 10.2 to LII’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2000 and incorporated herein by reference).
	10	.24*		Form of Change of Control Employment Agreement entered into between LII and each of Susan K. Carter and William F. Stoll, Jr. (filed as Exhibit 10.1 to LII’s Current Report on Form 8-K filed on August 31, 2005 and incorporated herein by reference).
	10	.25		Second Amended and Restated Credit Agreement, dated July 8, 2005, among LII, Bank of America, N.A., as administrative agent, JPMorgan Chase Bank, N.A., as syndication agent, Banc of America Securities LLC and J.P. Morgan Securities, Inc., as Joint Lead Arrangers, and the other Lenders party thereto (filed as Exhibit 10.1 to LII’s Current Report on Form 8-K filed on July 12, 2005 and incorporated herein by reference).
	10	.26		Second Amended and Restated Pledge Agreement, dated July 8, 2005, between LII and Bank of America, N.A., as collateral agent for itself and other creditors of LII under the Second Amended and Restated Credit Agreement (filed as Exhibit 10.2 to LII’s Current Report on Form 8-K filed on July 12, 2005 and incorporated herein by reference).
	10	.27*		Summary of Fiscal 2006 Target Short-Term Incentive Percentages for the Named Executive Officers of LII (filed as Exhibit 10.1 to LII’s Current Report on Form 8-K filed on December 13, 2005 and incorporated herein by reference).
	10	.28*		Summary of Fiscal 2006 Annual Compensation for the Non-Employee Members of the Board of Directors of LII (filed as Exhibit 10.2 to LII’s Current Report on Form 8-K filed on December 13, 2005 and incorporated herein by reference).
	21	.1		Subsidiaries of LII (filed herewith).
	23	.1		Consent of KPMG LLP (filed herewith).
	31	.1		Certification of the principal executive officer (filed herewith).
	31	.2		Certification of the principal financial officer (filed herewith).
	32	.1		Certification of the principal executive officer and the principal financial officer of the Company pursuant to 18 U.S.C. Section 1350 (filed herewith).

*	Management contract or compensatory plan or arrangement.

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