UNITED STATES
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
Date of report (date of earliest event reported): December 12, 2012
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)
Registrant’s telephone number, including area code: (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):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | 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 12, 2012, Lennox International Inc. (the “Company”) will host an investment community meeting in New York City beginning at 9 a.m. Eastern time. The presentation will be webcast and the presentation materials are accessible on the Company’s website at www.lennoxinternational.com.
Financial Guidance.
On December 12, 2012, the Company also issued a press release announcing its financial guidance for 2013 and reiterating its financial guidance for the full year of 2012. A copy of this press release is attached here as Exhibit 99.1 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 | Press release dated December 12, 2012.* | |
| * | The information contained or incorporated by reference in Item 7.01 and Exhibit 99.1 of this Current Report is being “furnished” with the Securities and Exchange Commission and shall not deemed to be “filed” under the Securities Exchange Act of 1934, as amended. This information shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, and the Company hereby disclaims any obligation to update such information. |
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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.
| By: | /s/ James Markey | |
| Name: James Markey | ||
| Title: Assistant Secretary | ||
Date: December 12, 2012
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Exhibit 99.1
Lennox International Announces 2013 Financial Guidance
DALLAS, December 12, 2012 – Lennox International Inc. (NYSE: LII) today announced its financial guidance for 2013. The company expects:
| • | Revenue growth of 2-6%, with a neutral impact from foreign exchange |
| • | Adjusted and GAAP earnings per share from continuing operations of $3.15-$3.55 |
| • | Tax rate of 34-35% |
| • | Stock repurchases of $100 million |
| • | Capital expenditures of approximately $60 million |
The company also reiterated its revenue and EPS guidance ranges for the full year of 2012:
| • | Revenue growth of 4-6%, including 1 point of negative impact from foreign exchange |
| • | Adjusted earnings per share from continuing operations of $2.60-$2.80 |
| • | GAAP earnings per share from continuing operations of $2.55-$2.75 |
| • | Tax rate of 33-34% |
| • | Stock repurchases of $50 million |
| • | Capital expenditures are now expected to be approximately $50 million, down from prior guidance of approximately $55 million. |
As previously announced, Lennox International is hosting an investment community meeting in New York today, starting at 9:00 a.m. Eastern time. The company will discuss strategic, operating, and financial information, including the company’s outlook for 2013 and beyond. The presentation will be webcast and the presentation materials will be accessible on the company’s website at http://www.lennoxinternational.com.
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 2012 and 2013, 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 that 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, a decline in new construction activity and the related demand for products and services and the timing, terms (including sales proceeds realized) and conditions of the divestiture of Service Experts and costs associated with such transaction. 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.
LENNOX INTERNATIONAL INC. AND SUBSIDIARIES
Reconciliation to U.S. GAAP (Generally Accepted Accounting Principles) Measures
(In millions, except per share data)
Use of Non-GAAP Financial Measures
To supplement the Company’s estimated 2012 and 2013 financial results presented in accordance with U.S. GAAP, additional non-GAAP financial measures are provided and reconciled in the following table. The Company believes that these non-GAAP financial measures, when considered together with the GAAP financial measures, provide information that is useful to investors in understanding period-over-period operating results. The Company believes that these non-GAAP financial measures enhance the ability of investors to analyze the Company's business trends and operating performance.
Reconciliation of Estimated Adjusted Income per Share from Continuing Operations—Diluted, a Non-GAAP Measure, to Income per Share from Continuing Operations—Diluted, a GAAP Measure
| For the Year Ended December 31, 2013 ESTIMATED |
For the Year Ended December 31, 2012 ESTIMATED |
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| Adjusted income per share from continuing operations—diluted, a Non-GAAP measure |
$ | 3.15 – $3.55 | $ | 2.60 – $2.80 | ||||
| Restructuring charges |
— | (0.05 | ) | |||||
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| Income per share from continuing operations—diluted, a GAAP measure |
$ | 3.15 – $3.55 | $ | 2.55 – $2.75 | ||||
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