UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (date of earliest event reported):
December 15, 2010
December 15, 2010
LENNOX INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-15149 | 42-0991521 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
2140 Lake Park Blvd.
Richardson, Texas 75080
(Address of principal executive offices, including zip code)
Richardson, Texas 75080
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code:
(972) 497-5000
(972) 497-5000
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 7.01 Regulation FD Disclosure.
Investment Community Meeting
As previously announced, on December 15, 2010, Lennox International Inc. (the “Company”) will
host an investment community meeting in New York City beginning at 10:00 a.m. Eastern time. The
presentation will be webcast and the presentation materials will be accessible on the company’s
website at www.lennoxinternational.com. They are also attached here as Exhibit 99.1 and are
incorporated herein solely for purposes of this Item 7.01 disclosure.
Financial Guidance
On December 15, 2010, the Company issued a press release announcing its financial
guidance for 2011. A copy of the press release is attached here as Exhibit 99.2 and is incorporated
herein solely for purposes of this Item 7.01 disclosure. The company expects:
| • | Organic revenue growth of 5-8%, including 1 point of positive impact from foreign exchange; an additional 6 points of growth from the acquisition of Kysor/Warren | ||
| • | Adjusted Earnings Per Share from Continuing Operations of $2.80-$3.10 | ||
| • | GAAP Earnings Per Share from Continuing Operations of $2.75-$3.05 | ||
| • | Capital expenditures of approximately $65 million | ||
| • | Tax rate of approximately 35% |
The company also reiterated its financial guidance for 2010:
| • | Revenue growth of 7-9%, including 1 point of positive impact from foreign exchange | ||
| • | Adjusted Earnings Per Share from Continuing Operations of $2.35 — $2.45, up 33-38% from 2009 | ||
| • | GAAP Earnings Per Share from Continuing Operations of $2.07 — $2.17, up 90-99% from 2009 | ||
| • | Capital expenditures of approximately $60 million | ||
| • | Tax rate of approximately 35% |
Agreement to Acquire Kysor/Warren Business
On December 15, 2010, the Company also issued a press release announcing that it has signed a
definitive agreement with The Manitowoc Company to acquire substantially all the assets of its
Kysor/Warren business. Kysor/Warren is a leading manufacturer of refrigerated systems and display
cases for supermarkets throughout North America.
Under the terms of the agreement, the total consideration for the acquisition is $138 million,
subject to a post-closing purchase price working capital adjustment. The deal is expected to close
in the first quarter of 2011, subject to customary closing conditions and regulatory approval.
The Company expects the acquisition to be accretive to GAAP earnings by 3 cents in 2011
and by 12 cents in 2012.
A complete copy of the related press release is attached hereto as Exhibit 99.3 and is
incorporated herein solely for purposes of this Item 7.01 disclosure.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| EXHIBIT | ||||
| NUMBER | DESCRIPTION | |||
| 99.1 | Slide Presentation related to the presentation given by Lennox
International Inc. at its Investment Community Meeting on
December 15, 2010 in New York.* |
|||
| 99.2 | Press release dated December 15, 2010 (Financial Guidance).* |
|||
| 99.3 | Press release dated December 15, 2010 (Kysor/Warren).* |
|||
| * | In connection with the disclosure set forth in Item 7.01, the information in this Current Report, including the exhibits attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in this Current Report, including the exhibits, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended or the Exchange Act, regardless of any incorporation by reference language in any such filing. This Current Report will not be deemed an admission as to the materiality of any information in this Current Report that is required to be disclosed solely by Regulation FD. |
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| LENNOX INTERNATIONAL INC. |
||||
| Date: December 15, 2010 | By: | /s/ Robert L. Villaseñor | ||
| Name: | Robert L. Villaseñor | |||
| Title: | Director, Securities Law and Assistant Secretary | |||
4
Exhibit 99.1
| 2010 Investment Community Meeting December 15, 2010 |
| FORWARD-LOOKING STATEMENTS This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are subject to numerous risks and uncertainties that could cause actual results to differ materially from such statements. For information concerning these risks and uncertainties, see Lennox International’s Securities and Exchange Commission. LII disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. A reconciliation of information presented to U.S. Generally Accepted Accounting Principles (GAAP) is posted on the www.lennoxinternational.com. |
| Who We Are Update on Strategic Priorities 2010 Review & 2011 Guidance Questions and Answers |
| Lennox International ... has aggressively reduced its cost structure ... is continuing to make transformational investments in the business ... is participating in growth markets with significant pent-up demand ... is driving shareholder value with a disciplined use of FCF 4 |
| Focused on Four Related Businesses 2010E Revenue1 2010E Segment Profit2 17% 23% 44% 45% 19% 7% 20% 25% Residential Commercial Service Experts Refrigeration Heating & Cooling Heating & Cooling 1 Excluding eliminations 2 Excluding eliminations and unallocated corporate expense 5 |
| Business Mix 6% 9% 30% 40% 70% 60% 85% Geography End Market Customer Americas Replacement Residential Europe New Construction Commercial Asia Pacific Source: Based on 2010E total LII revenue excluding eliminations 6 |
| Sales, Earnings, and Cash Flow Sales/ROS Free Cash Flow ($ Millions) $4 $3.7 10% $250 $3.7 $3.4 $ 3.1 8% $200 $3 $2.8 $170 Billions) 7.7% $167 7.5% 7.0% 7.0% 6% $150 $126 $121 $$2 $110 (US 5.8% ROS % 4% $100 SALES $1 2% $50 $0 0% $0 2006 2007 2008 2009 2010E 2006 2007 2008 2009 2010E Core EPS $2.19 $2.45 $2.69 $1.77 $2.35 — $2.45 FCF % NI 76% 100% 99% 326% 92%-96% Note: Free cash flow as a percent of GAAP net income 7 |
| Residential Heating & Cooling Segment Sales/ROS North American Residential Market $2,000 $1,861 14% $1,670 RNC 12% $1,493 $1,500 11.4% $1,390 Millions) $1,293 10% 10.4% Replacement 9.8% 9.0% 8% $ 8.6% $1,000 ROS % 6% SALES (US Lennox International 4% Brands $500 2% $0 0% 2006 2007 2008 2009 2010E Source: Industry estimates for market 8 |
| NA Residential Market % Y-O-Y Change in Units Pent-up demand 30% Residential 20% new construction 11% Low “Field -charged” 10% Single 4% Digits R22 units 0% 05 06 07 08 09 10E 11E (10%) (8%) Uncertain (11%) (11%) government (16%) (20%) incentives (30%) Weather comps Source: Industry data 9 |
| Commercial Heating & Cooling Sales/ROS LII Commercial Sales $1,000 14% $875 $835 11.5% Air Cooled Chiller/Heat Pump 12% $800 $751 11.5% Millions) 11.2% 8.3% 10% $620 Europe 9.7% HVAC $600 Baltic 8% Rooftop $ $595 North America ROS % Rooftop HVAC 6% Landmark $400 SALES (US Rooftop 4% $200 2% Rooftop $0 0% 2006 2007 2008 2009 2010E 10 |
| NA Commercial Unitary Market (% Y-O-Y Change in Units) 30% Pent-up demand 20% Planned replacement 11% Mid Single 10% Digits 4% 1% 2% 0% 05 06 07 08 09 10E 11E Uncertain retail (10%) recovery (12%) (20%) (30%) (27%) Source: Industry data 11 |
| Service Experts Sales/ROS Service Experts Sales $1,000 14% 12% $800 Millions) 10% $601 $624 Commercial $586 $590 $600 $535 8% $ ROS % Residential 6% SALES (US $400 3.9% 3.2% 3.1% 3.3% 4% 2.9% $200 2% $0 0% 2006 2007 2008 2009 2010E 12 |
| Refrigeration LII Sales Sales/ROS $1,000 14% Asia North 11.5% Pacific America 12% $800 10.1% 9.8% 9.7% 9.5% Millions) 10% Europe $608 $618 $560 South America $600 $530 8% $ $513 (US LII Markets ROS % SALES 6% $400 4% Non- Food Food $200 Service Cold 2% Storage C-Store Supermarket $0 0% 2006 2007 2008 2009 2010E 13 |
| Kysor/Warren Acquisition 14 |
| Kysor/Warren Acquisition Kysor/Warren Leading North American manufacturer of display cases and refrigeration systems New high-efficiency product lines that reduce customer operating costs 2009 revenue of $145M and 2010 revenue that will exceed $190M Acquisition Summary $138M purchase price 3¢ EPS accretion 2011 (12¢ accretion 2012) Refrigeration segment 2012 target margin remains 12%-14% 15 |
| Business Rationale FOOD RETAIL/SUPERMARKET VALUE CHAIN Sub Systems Refrigeration System Supermarket Unit Coolers Display Cases Condensers Systems Condensing Units Walk In Coolers 16 |
| Strategic Rationale FOOD RETAIL/SUPERMARKET VALUE CHAIN Sub Systems Refrigeration System Supermarket Unit Coolers Display Cases Condensers Systems Condensing Units Walk In Coolers 17 |
| Strategic Rationale FOOD RETAIL/SUPERMARKET INTEGRATED STRATEGY Combine each companies strengths in an “ integrated approach” by providing environmental, and complete systems solutions to the food retail / supermarket segment. 18 |
| Who We Are Update on Strategic Priorities 2010 Review & 2011 Guidance Questions and Answers 19 |
| Strategic Priorities 1. Innovative Product and System Solutions 2. Manufacturing and Sourcing Excellence 3. Distribution Excellence 4. Geographic Expansion 5. Expense Reduction VALUES PEOPLE 20 |
| STRATEGIC PRIORITIES 1. Innovative Product and System Solutions Efficiency Controls Sustainable Design High Efficiency Industry Industry Leader in Leader Leading Controls Sustainable Design 21 |
| STRATEGIC PRIORITIES 1. Innovative Product and System Solutions Product Vitality Ratio Industry Recognition 35% 25% Rated Air Filter System by a leading consumer magazine 2008 2010E 22 |
| STRATEGIC PRIORITIES 2. Manufacturing and Sourcing Excellence Saltillo Mexico Factory Units Produced (000s) 290 180 20 2008 2009 2010E Mexico Ramping Up 23 |
| STRATEGIC PRIORITIES 2. Manufacturing and Sourcing Excellence % Material Spend Outside U.S./Canada 40% 25% 15% 2008 2009 2010E Extending Global Supply Chain... 24 |
| STRATEGIC PRIORITIES 3. Distribution Excellence North America HVAC Historic Lennox Residential Factory RDC Distribution 25 |
| STRATEGIC PRIORITIES 3. Distribution Excellence North America HVAC Future Lennox Residential Factory RDC Branch 26 |
| STRATEGIC PRIORITIES 3. Distribution Excellence North America HVAC Future Lennox Residential Benefits Factory Double physical distribution locations RDC Same day/next day service level up from 35% to 85% Logistics productivity improvement Branch 27 |
| STRATEGIC PRIORITIES 3. Distribution Excellence North America HVAC Operation Status 62 storefronts in place by year-end 100 by 2011 133 by 2012 6 RDCs in place all 8 complete by end of 2011 Meeting/exceeding operational targets Factory RDC Branch 28 |
| STRATEGIC PRIORITIES 3. Distribution Excellence North America HVAC Operation Status 62 storefronts in place by year-end 100 by 2011 133 by 2012 6 RDCs in place all 8 complete by end of 2011 Meeting/exceeding operational targets Economics Benefits $25M incremental Investments $30M EBIT in 2013 1/2 benefit 100 bp cost savings $17M to-date Factory 1/2 benefit incremental share gain Balance over 2011-2012 RDC Branch 29 |
| STRATEGIC PRIORITIES 3. Distribution Excellence Commercial Service Commercial Service Revenue $250 $250 ($ Millions) $125 $105 2x 2009 2010E 2013E 30 |
| STRATEGIC PRIORITIES 4. Geographic Expansion 2010E International Revenue* International ROS* 100% $500M 8% South America 8% Europe 4% Australasia 40% 52% 2x 1% 2009 2010E 2013E 31$ ‘s in USD Millions |
| STRATEGIC PRIORITIES 5. Expense Reduction Restructuring Savings — - $58M over last 4 years $5M more in 2011 SG&A Leverage — - Grow SG&A $’s < 50% Factory Fixed Cost Leverage — - No New Factories Needed Product Cost Reduction — - Increased Focus On: “Platform” Cost Reduction Freight/Logistics 32 |
| LII 2013 Organic Targets $5 12% 10% $4 $3.7 $3.7 $3.4 Billions) $3.1 8% $3 $2.8 7.5% 7.7% in 7.0% $ 7.0% 6% ROS % (US SALES $2 5.5% 4% $1 2% $0 0% 2006 2007 2008 2009 2010E 33 |
| LII 2013 Organic Targets $5 12% 7% 10% $4 $3.7 $3.8 $3.7 Revenue $3.4 CAGR Billions) $3.1 8% $3$ 2.8 7.5% 7.7% in 7.0% $7.0% 6% ROS % (US SALES $2 5.5% 4% $1 2% $0 0% 2006 2007 2008 2009 2010E 2013E 34 |
| LII 2013 Organic Targets $5 12% 10.5% ROS 7% 10% $4 $3.7 $3.8 $3.7 Revenue $3.4 CAGR Billions) $3.1 8% $3 $2.8 7.5% 7.7% in 7.0% $7.0% 6% ROS % (US SALES $2 5.5% 4% $1 2% $0 0% 2006 2007 2008 2009 2010E 2013E 35 |
| Segment Profit Margins 2013 Targets Residential 13% — 15% Commercial 13% — 15% Service Experts 6% - 7% Refrigeration 12% — 14% 36 |
| Cash Deployment Philosophy Cash conversion to approximate net income Invest in the business to drive growth organically and through strategic acquisitions Return cash to shareholders $300 million stock repurchase program $141M authorization remaining $0.60 annual dividend per 37 |
| LII Cash Deployment 2007 2010 Estimated Cash Generated = $1.2B* M&A $150 Cap Ex Share Repurchase $250 $700 Dividends $130 * Operating Cash Flow + Additional Debt 38 |
| Who We Are Update on Strategic Priorities 2010 Review & 2011 Guidance Questions and Answers 39 |
| 2010 Full-Year Guidance Revenue up 7% — 9%, with 1 point of positive FX impact Adjusted EPS from continuing operations of $2.35 — $2.45, up 33% — 38% GAAP EPS from continuing operations of $2.07 — $2.17, up 90% — 99% Capital expenditures of approximately $60M Tax rate approximately 35% 40 |
| 2011 Overview Risks Opportunities Uncertain Macroeconomics Recovering Markets Commodities Price Mix Headwinds Sourcing Weather Comps SG&A Leverage 41 |
| Key Market Assumptions 2007 2008 2009 2010E 2011E Low NA Residential (11%) (11%) (8%) 4% Single Digits Mid NA Comm’l Unitary 1% (12%) (27%) 2% Single Digits Low Mid Mid- Europe HVAC & Refrig 7% (10%) Single Single Thirties Digits Digits Market Recovery Continues 42 |
| 2011 Full-Year Guidance Organic revenue up 5% — 8%, with 1 point of positive FX impact; additional 6 points of growth from Kysor/Warren acquisition Adjusted EPS from continuing operations of $2.80 — $3.10 GAAP EPS from continuing operations of $2.75 — $3.05 Capital expenditures of approximately $65M Tax rate of approximately 35% 43 |
| Lennox International ... has aggressively reduced its cost structure ... is continuing to make transformational investments in the business ... is participating in growth markets with significant pent-up demand ... is driving shareholder value with a disciplined use of FCF 44 |
| 45 |
| GAAP / Non-GAAP Reconciliations 46 |
| Lennox International Inc. and Subsidiaries Reconciliation To U.S. GAAP (Generally Accepted Accounting Principles) Measures (U.S. dollars in millions, except per share amounts) Per Per Per Per Diluted Diluted Diluted Diluted 2006 Share 2007 Share 2008 Share 2009 Share Income from continuing operations $167.1 $2.27 $165.7 $2.39 $123.8 $2.12 $61.8 $1.09 Net change in unrealized (gains) losses on open futures contracts and other items, net of income tax 12.8 0.17 2.5 0.04 3.4 0.06 (4.1) (0.08) Restructuring charges, net of income tax 8.5 0.12 15.8 0.23 20.7 0.35 30.0 0.53 Tax items(1) (27.0) (0.37) (3.2) (0.05) — - — -Warranty program adjustment, net of income tax — - (10.5) (0.16) — - — -Impairment of assets, net of income tax — - — - 9.1 0.16 4.3 0.08 Gain on sale of entity, net of income tax — - — - — - (3.0) (0.05) Special product quality adjustment, net of income tax — - — - — - 11.3 0.20 Adjusted (“Core”) income from continuing operations $161.4 $2.19 $170.3 $2.45 $157.0 $2.69 $100.3 $1.77 (1) 2006 includes revaluation of deferred tax asset valuation allow ances and release of income tax reserves related to prior years, net (excluding interest). 2007 includes change in estimated tax gain from prior year. 47 |
| Free Cash Flow $s in millions 2010 2006 2007 2008 2009 Estimated Net cash provided by operating activities $200.7 $239.9 $183.2 $225.5 $170 Purchase of property, plant and equipment (74.8) (70.2) (62.1) (58.8) Free cash flow $125.9 $169.7 $121.1 $166.7 $110 48 |
| 2010 EPS Reconciliation — Diluted October 26 GUIDANCE* Adjusted EPS Continuing Ops $2.35 — $2.45 Restructuring Charges (0.20) Special Legal Contingency Charge (0.07) Net Change in Unrealized Losses on Open Futures Contracts and Other Items, net (0.01) Continuing GAAP EPS $2.07 — $2.17 *Guidance is as of October 26, 2010 and is for historical information only, not an affirmation of prior guidance. 49 |
| 2011 EPS Reconciliation — Diluted December 15 GUIDANCE Adjusted EPS Continuing Ops $2.80 — $3.10 Restructuring Charges (0.05) Continuing GAAP EPS $2.75 — $3.05 50 |
Exhibit 99.2
Lennox International Announces 2011 Financial Guidance
DALLAS, December 15, 2010 — Lennox International Inc. (NYSE: LII) today announced its
financial guidance for 2011. The company expects:
| • | Organic revenue growth of 5-8%, including 1 point of positive impact from foreign exchange; an additional 6 points of growth from the acquisition of Kysor/Warren | ||
| • | Adjusted Earnings Per Share from Continuing Operations of $2.80-$3.10 | ||
| • | GAAP Earnings Per Share from Continuing Operations of $2.75-$3.05 | ||
| • | Capital expenditures of approximately $65 million | ||
| • | Tax rate of approximately 35% |
The company also reiterated its financial guidance for 2010:
| • | Revenue growth of 7-9%, including 1 point of positive impact from foreign exchange | ||
| • | Adjusted Earnings Per Share from Continuing Operations of $2.35 — $2.45, up 33-38% from 2009 | ||
| • | GAAP Earnings Per Share from Continuing Operations of $2.07 — $2.17, up 90-99% from 2009 | ||
| • | Capital expenditures of approximately $60 million | ||
| • | Tax rate of approximately 35% |
As previously announced, Lennox International is hosting an investment community meeting in New
York today, starting at 10:00 a.m. Eastern time. The company will discuss strategic, operating, and
financial information, including the company’s outlook for 2011 and beyond. The presentation will
be webcast and the presentation materials will be accessible on the company’s website at
http://www.lennoxinternational.com.
About Lennox International
Through its subsidiaries, Lennox International Inc. is a global leader in the heating, air
conditioning, and refrigeration markets. Lennox International stock is traded on the New York Stock
Exchange under the symbol “LII.” Additional information is available at:
http://www.lennoxinternational.com or by contacting Steve Harrison, Vice President, Investor
Relations, at 972-497-6670.
Forward-Looking Statements
The statements in this news release that are not historical statements, including statements
regarding expected financial results for 2010 and 2011, are forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. These statements are subject to
numerous risks and uncertainties, many of which are beyond LII’s control, which could cause actual
results to differ materially from the results expressed or implied by the statements. Risks and
uncertainties that could cause actual results to differ materially from such statements include,
but are not limited to: the impact of higher raw material prices, LII’s ability to implement price
increases for its products and services, the impact of unfavorable weather, and a decline in new
construction activity in the demand for products and services. For information concerning these and
other risks and uncertainties, see LII’s publicly available filings with the Securities and
Exchange Commission. LII disclaims any intention or obligation to update or revise any
forward-looking statements, whether as a result of new information, future events or otherwise.
Exhibit 99.3
Lennox International to Expand Refrigeration Business with Acquisition of Kysor/Warren
DALLAS, December 15, 2010 — Lennox International Inc. (NYSE: LII), a global leader in the
heating, air conditioning, and refrigeration markets, today announced it has signed a definitive
agreement with The Manitowoc Company, Inc. to acquire substantially all the assets of its
Kysor/Warren business. Kysor/Warren is a leading manufacturer of refrigerated systems and display
cases for supermarkets throughout North America.
Under the terms of the agreement, the total consideration for the acquisition is $138 million,
subject to a post-closing purchase price working capital adjustment. The deal is expected to close
in the first quarter of 2011, subject to customary closing conditions and regulatory approval.
Lennox International expects the acquisition to be accretive to GAAP earnings per share by 3 cents
in 2011 and by 12 cents in 2012.
“Refrigeration is a core business for us with solid long-term performance,” said Todd Bluedorn,
Chief Executive Officer of Lennox International. “We are excited about the acquisition of the
Kysor/Warren business, which supports our growth strategy in the refrigeration market and extends
the value chain for us directly to food retail and supermarket customers. Our refrigeration
subsystems combined with Kysor/Warren’s systems and display cases will enable us to provide
complete refrigeration solutions utilizing the most advanced technologies to maximize energy
efficiency for our customers. We will drive operational synergies in the combined business and
expect the acquisition to be accretive within the first year. We still expect our Refrigeration
segment margin to be in the 12-14% range for 2012.”
Lennox International’s refrigeration segment revenue, 18 percent of total company revenue, was up
11 percent and segment profit was up 44 percent for the first nine months of 2010 over the
prior-year period. Refrigeration segment revenue was $513 million for 2009 and is expected to be
approximately $560 million for 2010. Kysor/Warren had $145 million in revenue for 2009, and 2010
revenue will exceed $190 million.
Lennox International is hosting an investment community meeting in New York on Wednesday, December
15, starting at 10:00 a.m. Eastern time. The company will discuss strategic, operating, and
financial information, including the company’s outlook for 2011 and beyond, as well as discuss this
acquisition. The presentation will be webcast and the presentation materials will be accessible on
the company’s website at http://www.lennoxinternational.com.
About Lennox International
Through its subsidiaries, Lennox International Inc. is a global leader in the heating, air
conditioning, and refrigeration markets. Lennox International’s refrigeration business, Heatcraft
Worldwide Refrigeration, manufactures premier commercial refrigeration products under the Bohn,
Larkin, Climate Control, Chandler and InterLink brands. Lennox International stock is traded on the
New York Stock Exchange under the symbol “LII.” Additional information is available at:
http://www.lennoxinternational.com.
Investor Relations Contact
Steve Harrison, Vice President, Investor Relations, 972-497-6670
Forward-Looking Statements
This press release contains forward looking statements as defined in the Private Securities
Litigation Reform Act of 1995. Forward looking statements are statements that do not represent
historical facts. We use words such as “expect,” “believe” and “plan” and similar expressions to
identify forward-looking statements. Forward-looking statements in this press release include, but
are not limited to, statements that we make related to the completion of the acquisition, the
acquisition being accretive to GAAP earnings in 2011, the growth prospects of the business to be
acquired by Lennox, benefits of the proposed transaction between Lennox and Manitowoc, and our
plans and expectations for financial performance.
These forward-looking statements are based on information available to us as of the date of this
release and current expectations, forecasts and assumptions and involve a number of risks and
uncertainties that could cause actual results to differ materially from those anticipated by these
forward-looking statements. Such risks and uncertainties include a variety of factors, some of
which are beyond our control. In particular, risks and uncertainties that could cause actual
results to differ include difficulties encountered in integrating the merged businesses; the risk
that the transaction does not close, including the risk that requisite regulatory approvals may not
be obtained; the possibility that expected synergies and cost savings will not be obtained; the
uncertainty of business and economic conditions and growth trends in the refrigeration industry;
and the possibility of future production difficulties.
These forward-looking statements should not be relied upon as representing our views as of any
subsequent date, and we are under no obligation to, and expressly disclaim any responsibility to,
update or alter our forward-looking statements, whether as a result of new information, future
events or otherwise.