UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________________________
FORM 10-Q
_________________________________________________
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended September 30, 2025
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from _____to ______
Commission file number 001-15149
_________________________________________________
Incorporated pursuant to the laws of the State of Delaware
_________________________________________________
Internal Revenue Service Employer Identification No. 42-0991521
(972 ) 497-5000
_________________________________________________
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company" in Rule 12b-2 of the Exchange Act.
| ☒ | Accelerated Filer | ☐ | ||||||||||||
| Non-Accelerated Filer | ☐ | Smaller Reporting Company | ||||||||||||
| Emerging growth company | ||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of October 13, 2025, the number of shares outstanding of the registrant’s common stock, par value $0.01 per share, was 35,072,782 .
LENNOX INTERNATIONAL INC.
FORM 10-Q
For the three and nine months ended September 30, 2025
INDEX
| Page | ||||||||
| Part I | ||||||||
Item 1. Financial Statements | ||||||||
Consolidated Balance Sheets - September 30, 2025 (Unaudited) and December 31, 2024 | ||||||||
Consolidated Statements of Operations (Unaudited) - Three and Nine Months Ended September 30, 2025 and 2024 | ||||||||
Consolidated Statements of Comprehensive Income (Unaudited) - Three and Nine Months Ended September 30, 2025 and 2024 | 3 | |||||||
Consolidated Statements of Stockholders' Equity (Unaudited) - Three and Nine Months Ended September 30, 2025 and 2024 | ||||||||
Consolidated Statements of Cash Flows (Unaudited) - Nine Months Ended September 30, 2025 and 2024 | ||||||||
| Part II | ||||||||
i
Part I - Financial Information
Item 1. Financial Statements
LENNOX INTERNATIONAL INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
| (Amounts in millions, except shares and par values) | As of September 30, 2025 | As of December 31, 2024 | |||||||||
| (Unaudited) | |||||||||||
| ASSETS | |||||||||||
| Current Assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Short-term investments | |||||||||||
Accounts and notes receivable, net of allowances of $ | |||||||||||
| Inventories, net | |||||||||||
| Other current assets | |||||||||||
| Total current assets | |||||||||||
Property, plant and equipment, net of accumulated depreciation of $ | |||||||||||
| Right-of-use assets from operating leases | |||||||||||
| Goodwill | |||||||||||
| Deferred income taxes | |||||||||||
| Other assets, net | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||
| Current Liabilities: | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued expenses | |||||||||||
| Commercial paper | |||||||||||
| Current maturities of long-term debt | |||||||||||
| Current operating lease liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt | |||||||||||
| Long-term operating lease liabilities | |||||||||||
| Pensions | |||||||||||
| Other liabilities | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies | |||||||||||
| Stockholders' equity: | |||||||||||
Preferred stock, $ | |||||||||||
Common stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
Treasury stock, at cost, | ( | ( | |||||||||
| Total stockholders' equity | |||||||||||
| Total liabilities and stockholders' equity | $ | $ | |||||||||
The accompanying notes are an integral part of these consolidated financial statements.
1
LENNOX INTERNATIONAL INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| (Amounts in millions, except per share data) | For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net sales | $ | $ | $ | $ | |||||||||||||||||||
| Cost of goods sold | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Operating Expenses: | |||||||||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||||||||
| (Gains) losses and other expenses, net | ( | ( | |||||||||||||||||||||
| Gain on sale from previous dispositions | ( | ||||||||||||||||||||||
| Income from equity method investments | ( | ( | ( | ( | |||||||||||||||||||
| Operating income | |||||||||||||||||||||||
| Pension settlements | |||||||||||||||||||||||
| Interest expense, net | |||||||||||||||||||||||
| Other expense, net | |||||||||||||||||||||||
| Net income before income taxes | |||||||||||||||||||||||
| Provision for income taxes | |||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
Earnings per share – Basic(1): | $ | $ | $ | $ | |||||||||||||||||||
Earnings per share – Diluted(1): | $ | $ | $ | $ | |||||||||||||||||||
| Weighted Average Number of Shares Outstanding - Basic | |||||||||||||||||||||||
| Weighted Average Number of Shares Outstanding - Diluted | |||||||||||||||||||||||
(1) Amounts may not recalculate due to rounding.
The accompanying notes are an integral part of these consolidated financial statements.
2
LENNOX INTERNATIONAL INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
| (Amounts in millions) | For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Other comprehensive income (loss): | |||||||||||||||||||||||
| Foreign currency translation adjustments | ( | ( | |||||||||||||||||||||
| Net change in pension and post-retirement liabilities | ( | ( | ( | ( | |||||||||||||||||||
| Reclassification of pension and post-retirement benefit losses into earnings | |||||||||||||||||||||||
| Pension settlements | |||||||||||||||||||||||
| Share of equity method investments other comprehensive income | ( | ( | ( | ( | |||||||||||||||||||
| Net change in fair value of cash flow hedges | ( | ||||||||||||||||||||||
| Reclassification of cash flow hedge (gains) losses into earnings | ( | ( | |||||||||||||||||||||
| Other comprehensive (loss) income before taxes | ( | ( | ( | ||||||||||||||||||||
| Tax benefit (expense) | ( | ( | |||||||||||||||||||||
| Other comprehensive (loss) income, net of tax | ( | ( | ( | ||||||||||||||||||||
| Comprehensive income | $ | $ | $ | $ | |||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
3
LENNOX INTERNATIONAL INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
For the three and nine months ended September 30, 2025 and 2024
(Unaudited)
(In millions, except per share data)
| Common Stock Issued | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Treasury Stock at Cost | Total Stockholders' Equity | |||||||||||||||||||||||||||||||||||||||
(For the three months ended September 30, 2025) | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
Dividends, $ | — | — | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Share of equity method investments other comprehensive income | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Purchase of common stock under Employee Stock Purchase Program | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Change in cash flow hedges | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||
| Treasury shares reissued for common stock | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Treasury stock purchases | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||
| Balance as of September 30, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||
| Common Stock Issued | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Treasury Stock at Cost | Total Stockholders' Equity | |||||||||||||||||||||||||||||||||||||||
(For the three months ended September 30, 2024) | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
Dividends, $ | — | — | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||
| Pension and post-retirement liability changes | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Share of equity method investments other comprehensive income | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Treasury shares reissued for common stock | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Treasury stock purchases | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||
| Balance as of September 30, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
4
LENNOX INTERNATIONAL INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
For the three and nine months ended September 30, 2025 and 2024
(Unaudited)
(In millions, except per share data)
| Common Stock Issued | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Treasury Stock at Cost | Total Stockholders' Equity | |||||||||||||||||||||||||||||||||||||||
(For the nine months ended September 30, 2025) | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
Dividends, $ | — | — | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Share of equity method investments other comprehensive income | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Purchase of common stock under Employee Stock Purchase Program | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Change in cash flow hedges | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Treasury shares reissued for common stock | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||
| Treasury stock purchases | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||
| Balance as of September 30, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||
| Common Stock Issued | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Treasury Stock at Cost | Total Stockholders' Equity | |||||||||||||||||||||||||||||||||||||||
(For the nine months ended September 30, 2024) | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2023 | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
Dividends, $ | — | — | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||
| Pension and post-retirement liability changes | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||
| Share of equity method investments other comprehensive income | — | — | — | ( | — | — | (0.2) | |||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Change in cash flow hedges | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Treasury shares reissued for common stock | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||
| Treasury stock purchases | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||
| Balance as of September 30, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
5
LENNOX INTERNATIONAL INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| (Amounts in millions) | For the Nine Months Ended September 30, | ||||||||||
| 2025 | 2024 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Gain on sale from previous dispositions | ( | ||||||||||
| Income from equity method investments | ( | ( | |||||||||
| Dividends from affiliates | |||||||||||
| Provision for credit (gains) losses | ( | ||||||||||
| Unrealized losses (gains), net on derivative contracts | ( | ||||||||||
| Stock-based compensation expense | |||||||||||
| Employee stock purchase plan discount | |||||||||||
| Depreciation and amortization | |||||||||||
| Deferred income taxes | ( | ||||||||||
| Pension expense | |||||||||||
| Pension contributions | ( | ( | |||||||||
| Changes in assets and liabilities, net of effects of acquisitions and divestitures: | |||||||||||
| Accounts and notes receivable | ( | ( | |||||||||
| Inventories | ( | ||||||||||
| Other current assets | ( | ||||||||||
| Accounts payable | ( | ||||||||||
| Accrued expenses | ( | ||||||||||
| Income taxes payable and receivable, net | |||||||||||
| Leases, net | |||||||||||
| Other, net | ( | ||||||||||
| Net cash provided by operating activities | |||||||||||
| Cash flows from investing activities: | |||||||||||
| Proceeds from the disposal of property, plant and equipment | |||||||||||
| Purchases of property, plant and equipment | ( | ( | |||||||||
| Net proceeds from previous disposition | |||||||||||
| Acquisitions, net of cash | |||||||||||
| Proceeds from (purchases of) investments and other | ( | ||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Cash flows from financing activities: | |||||||||||
| Commercial paper borrowings | |||||||||||
| Commercial paper payments | ( | ( | |||||||||
| Borrowings from debt arrangements | |||||||||||
| Payments on debt arrangements | ( | ( | |||||||||
| Payment of senior unsecured notes | ( | ||||||||||
| Payments of deferred financing costs | ( | ||||||||||
| Proceeds from employee stock purchases | |||||||||||
| Repurchases of common stock | ( | ( | |||||||||
| Repurchases of common stock to satisfy employee withholding tax obligations | ( | ( | |||||||||
| Cash dividends paid | ( | ( | |||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| (Decrease) increase in cash and cash equivalents | ( | ||||||||||
| Effect of exchange rates on cash and cash equivalents | |||||||||||
| Cash and cash equivalents, beginning of period | |||||||||||
| Cash and cash equivalents, end of period | $ | $ | |||||||||
| Supplemental disclosures of cash flow information: | |||||||||||
| Interest paid | $ | $ | |||||||||
| Income taxes paid (net of refunds) | $ | $ | |||||||||
The accompanying notes are an integral part of these consolidated financial statements.
6
LENNOX INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. General:
References in this Quarterly Report on Form 10-Q to "we","our","us","LII" or the "Company" refer to Lennox International Inc. and its subsidiaries, unless the context requires otherwise.
Basis of Presentation
The accompanying unaudited Consolidated Balance Sheet as of September 30, 2025, the accompanying unaudited Consolidated Statements of Operations for the three and nine months ended September 30, 2025 and 2024, the accompanying unaudited Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2025 and 2024, the accompanying unaudited Consolidated Statements of Stockholders' Equity for the three and nine months ended September 30, 2025 and 2024, and the accompanying unaudited Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 2024 should be read in conjunction with our audited consolidated financial statements and footnotes included in our Annual Report on Form 10-K for the year ended December 31, 2024.
The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. The accompanying consolidated financial statements contain all material adjustments, consisting principally of normal recurring adjustments, necessary for a fair presentation of our financial position, results of operations and cash flows. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to applicable rules and regulations, although we believe that the disclosures herein are adequate to make the information presented not misleading. The operating results for the interim periods are not necessarily indicative of the results that may be expected for a full year.
Use of Estimates
The preparation of financial statements requires us to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of revenues and expenses. Such estimates include the valuation of accounts receivable, inventories, goodwill, intangible assets and other long-lived assets, contingencies, guarantee obligations, indemnifications, and assumptions used in the calculation of income taxes, pension and post-retirement medical benefits, self-insurance and warranty reserves, and stock-based compensation, among others. These estimates and assumptions are based on our best estimates and judgment.
7
2. Reportable Business Segments:
We operate in two reportable business segments of the heating, ventilation, air conditioning and refrigeration (“HVACR”) industry. Our segments are organized primarily by the nature of the products and services we provide. The following table describes each segment:
| Segment | Product or Services | Markets Served | Geographic Areas | |||||||||||||||||
| Home Comfort Solutions | Furnaces, air conditioners, heat pumps, packaged heating and cooling systems, indoor air quality equipment, comfort control products, replacement parts and supplies | Residential Replacement; Residential New Construction | United States Canada | |||||||||||||||||
| Building Climate Solutions | Commercial heating, air conditioning and refrigeration systems. Products include rooftop packaged units, variable refrigerant flow systems, heat pumps, air cooled condensing units, air handlers, unit coolers, and process chillers. Services include installation, energy monitoring, service and maintenance, and HVAC recycling. | Light Commercial; Food Preservation; Non-Food Industry | United States Canada | |||||||||||||||||
We use segment profit or loss as the primary measure of profitability to evaluate operating performance and to allocate capital resources. We define segment profit or loss as a segment’s income or loss from continuing operations before interest and income taxes included in the accompanying Consolidated Statements of Operations, excluding certain items. The reconciliation in the table below details the items excluded.
Our corporate costs include those costs related to corporate functions such as legal, internal audit, treasury, human resources, tax compliance and senior executive staff. Any intercompany sales and associated profit (and any other intercompany items) are eliminated from segment results. There were no significant intercompany eliminations for the periods presented.
The chief operating decision maker uses segment profit or loss from operations before interest and income taxes, excluding certain items, and return on sales to allocate resources (including employees, financial, or capital resources) for each segment predominantly in the annual budget and forecasting process. The chief operating decision maker considers budget-to-actual variances in segment profit or loss and its individual components as well as return on sales on a monthly basis when evaluating segment performance and making decisions about allocating resources to the segments.
Our chief operating decision maker is Alok Maskara, Chief Executive Officer.
Key financial information for each segment is shown below (in millions):
| Home Comfort Solutions | Business Climate Solutions | Corporate and Other | Total | ||||||||||||||||||||
| Three months ended September 30, 2025 | |||||||||||||||||||||||
Net sales(1) | $ | $ | $ | $ | |||||||||||||||||||
| Cost of goods sold | |||||||||||||||||||||||
Selling, general and administrative | |||||||||||||||||||||||
Other (income) expense(2) | ( | ( | ( | ||||||||||||||||||||
Segment profit (loss)(3) | $ | $ | $ | ( | $ | ||||||||||||||||||
| Three months ended September 30, 2024 | |||||||||||||||||||||||
Net sales(1) | $ | $ | $ | $ | |||||||||||||||||||
| Cost of goods sold | |||||||||||||||||||||||
Selling, general and administrative | |||||||||||||||||||||||
Other (income) expense(2) | ( | ( | |||||||||||||||||||||
Segment profit (loss)(3) | $ | $ | $ | ( | $ | ||||||||||||||||||
8
| Home Comfort Solutions | Business Climate Solutions | Corporate and Other | Total | ||||||||||||||||||||
| Nine months ended September 30, 2025 | |||||||||||||||||||||||
Net sales(1) | $ | $ | $ | $ | |||||||||||||||||||
| Cost of goods sold | |||||||||||||||||||||||
Selling, general and administrative | |||||||||||||||||||||||
Other (income) expense(2) | ( | ( | ( | ||||||||||||||||||||
Segment profit (loss)(3) | $ | $ | $ | ( | $ | ||||||||||||||||||
| Nine months ended September 30, 2024 | |||||||||||||||||||||||
Net sales(1) | $ | $ | $ | $ | |||||||||||||||||||
| Cost of goods sold | |||||||||||||||||||||||
Selling, general and administrative | |||||||||||||||||||||||
Other (income) expense(2) | ( | ( | |||||||||||||||||||||
Segment profit (loss)(3) | $ | $ | $ | ( | $ | ||||||||||||||||||
(1) On a consolidated basis, no revenue from transactions with a single customer were 10% or greater of our consolidated net sales for any of the periods presented.
(2) Other (income) expense is primarily comprised of income from equity method investments and (gains) losses and other expenses, net.
(3) We define segment profit (loss) as a segment's operating income (loss) included in the accompanying Consolidated Statements of Operations, excluding:
•Restructuring charges, and
•Loss (gain) on sale from previous dispositions.
The reconciliations of segment profit to Operating income and Net income before income taxes are presented below (in millions):
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
Total segment profit(1) | $ | $ | $ | $ | |||||||||||||||||||
| Reconciliation to Operating income: | |||||||||||||||||||||||
Restructuring charges | |||||||||||||||||||||||
| Gain on sale from previous dispositions | ( | ||||||||||||||||||||||
| Operating income | |||||||||||||||||||||||
| Reconciliation to income before income taxes: | |||||||||||||||||||||||
| Pension settlements | |||||||||||||||||||||||
| Interest expense, net | |||||||||||||||||||||||
| Other expense, net | |||||||||||||||||||||||
| Net income before income taxes | $ | $ | $ | $ | |||||||||||||||||||
(1) We define segment profit (loss) as a segment's operating income (loss) included in the accompanying Consolidated Statements of Operations, excluding:
•Restructuring charges, and
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Total assets by segment are shown below (in millions) as of:
| September 30, 2025 | December 31, 2024 | ||||||||||
Total Assets: | |||||||||||
| Home Comfort Solutions | $ | $ | |||||||||
| Building Climate Solutions | |||||||||||
| Corporate and Other | |||||||||||
| Total assets | $ | $ | |||||||||
The assets in the Corporate and Other segment primarily consist of cash, property, plant and equipment, short-term investments, and deferred tax assets. Assets recorded in the operating segments represent those assets directly associated with those segments.
Total capital expenditures by segment are shown below (in millions):
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
Capital Expenditures: | |||||||||||||||||||||||
| Home Comfort Solutions | $ | $ | $ | $ | |||||||||||||||||||
| Building Climate Solutions | |||||||||||||||||||||||
| Corporate and Other | |||||||||||||||||||||||
| Total capital expenditures | $ | $ | $ | $ | |||||||||||||||||||
Depreciation and amortization expenses by segment are shown below (in millions):
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
Depreciation and Amortization: | |||||||||||||||||||||||
| Home Comfort Solutions | $ | $ | $ | $ | |||||||||||||||||||
| Building Climate Solutions | |||||||||||||||||||||||
| Corporate and Other | |||||||||||||||||||||||
| Total depreciation and amortization | $ | $ | $ | $ | |||||||||||||||||||
The income from equity method investments is shown below (in millions):
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Income from Equity Method Investments: | |||||||||||||||||||||||
| Home Comfort Solutions | $ | $ | $ | $ | |||||||||||||||||||
| Building Climate Solutions | |||||||||||||||||||||||
| Corporate and Other | ( | ( | |||||||||||||||||||||
| Total income from equity method investments | $ | $ | $ | $ | |||||||||||||||||||
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Geographic Information
| September 30, 2025 | December 31, 2024 | ||||||||||
Property, Plant and Equipment, net: | |||||||||||
| United States | $ | $ | |||||||||
| Mexico | |||||||||||
| Canada | |||||||||||
| Other international | |||||||||||
| Total Property, plant and equipment, net | $ | $ | |||||||||
3. Earnings Per Share:
Basic earnings per share are computed by dividing net income by the weighted-average number of common shares outstanding during the period. Diluted earnings per share are computed by dividing net income by the sum of the weighted-average number of shares and the number of equivalent shares assumed outstanding, if dilutive, under our stock-based compensation plans.
The computations of basic and diluted earnings per share were as follows (in millions, except per share data):
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Weighted-average shares outstanding – basic | |||||||||||||||||||||||
| Add: Potential effect of dilutive securities attributable to stock-based payments | |||||||||||||||||||||||
| Weighted-average shares outstanding – diluted | |||||||||||||||||||||||
Earnings per share – Basic(1): | $ | $ | $ | $ | |||||||||||||||||||
Earnings per share – Diluted(1): | $ | $ | $ | $ | |||||||||||||||||||
(1) Amounts may not recalculate due to rounding.
The following stock appreciation rights and restricted stock units were outstanding but not included in the diluted earnings per share calculation as the assumed exercise of such rights would have been anti-dilutive (in millions, except for per share data):
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Weighted-average number of shares | |||||||||||||||||||||||
4. Commitments and Contingencies:
Leases
We determine if an arrangement is a lease at inception. Operating leases are included in our Consolidated Balance Sheets as Right-of-use assets from operating leases, Current operating lease liabilities and Long-term operating lease liabilities. Finance leases are included in Property, plant and equipment, Current maturities of long-term debt and Long-term debt in our Consolidated Balance Sheets. We do not recognize a right-of-use asset and lease liability for leases with a term of 12 months or
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less. We do not separate non-lease components from lease components to which they relate and have accounted for the combined lease and non-lease components as a single lease component.
Many of our lease agreements contain renewal options; however, we do not recognize right-of-use assets or lease liabilities for renewal periods unless it is determined that we are reasonably certain of renewing the lease at inception or when a triggering event occurs. Some of our lease agreements contain rent escalation clauses (including index-based escalations), rent holidays, capital improvement funding or other lease concessions. We recognize our minimum rental expense on a straight-line basis based on the fixed components of a lease arrangement. We amortize this expense over the term of the lease beginning with the date of initial possession. Variable lease components represent amounts that are not fixed in nature and are not tied to an index or rate, and are recognized as incurred. Under certain of our third-party service agreements, we control a specific space or underlying asset used in providing the service by the third-party service provider. These arrangements meet the definition of a lease under ASC 842 and therefore are accounted for under ASC 842.
In determining our right-of-use assets and lease liabilities, we apply a discount rate to the minimum lease payments within each lease agreement. ASC 842 requires us to use the rate of interest that a lessee would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. When we cannot readily determine the discount rate implicit in the lease agreement, we utilize our incremental borrowing rate. To estimate our specific incremental borrowing rates over various periods (ranging from 1-year through 30-years), a comparable market yield curve consistent with our credit quality was calibrated to our publicly outstanding debt instruments.
Product Warranties and Product Related Contingencies
We provide warranties to customers for some of our products and record liabilities for the estimated future warranty-related costs based on failure rates, cost experience and other factors. We periodically review the assumptions used to determine the product warranty liabilities and will adjust the liabilities in future periods for changes in experience, as necessary.
Liabilities for estimated product warranty costs are included in the following captions on the accompanying Consolidated Balance Sheets (in millions) as of:
| September 30, 2025 | December 31, 2024 | ||||||||||
| Accrued expenses | $ | $ | |||||||||
| Other liabilities | |||||||||||
| Total warranty liability | $ | $ | |||||||||
The changes in product warranty liabilities for the nine months ended September 30, 2025 were as follows (in millions):
| Total warranty liability as of December 31, 2024 | $ | ||||
| Warranty claims paid | ( | ||||
| Changes resulting from issuance of new warranties | |||||
| Changes in estimates associated with pre-existing liabilities | |||||
| Changes in foreign currency translation rates and other | |||||
Total warranty liability as of September 30, 2025 | $ | ||||
Litigation
We are involved in a number of claims and lawsuits incidental to the operation of our businesses. Insurance coverages are maintained and estimated costs are recorded for such claims and lawsuits, including costs to settle claims and lawsuits, based on experience involving similar matters and specific facts known.
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5. Stock Repurchases:
Our Board of Directors has authorized a total of $5.0 billion to repurchase shares of our common stock (collectively referred to as the "Share Repurchase Plans"), including a $1.0 billion share repurchase authorization in May 2025. The Share Repurchase Plans allow us to repurchase shares from time to time in open market transactions and in privately negotiated transactions based on business, market, applicable legal requirements and other considerations. Such repurchases may also be made in compliance with Rule 10b5-1 trading plans entered into by us, which would permit common stock to be repurchased when we might otherwise be precluded from doing so under insider trading laws or self-imposed trading restrictions. The Share Repurchase Plans do not require the repurchase of a specific number of shares and may be terminated at any time. As of September 30, 2025, $1,159.5 million was available for repurchase under the Share Repurchase Plans.
For the three and nine months ended September 30, 2025, we repurchased 63,000 and 578,665 shares, respectively, at an aggregate cost, inclusive of fees, of $36.9 million and $332.3 million, respectively.
6. Revenue Recognition:
The following table disaggregates our revenue by business segment by geography which provides information as to the major source of revenue. See Note 2 for additional information on our reportable business segments and the products and services sold in each segment.
| (Amounts in millions) | For the Three Months Ended September 30, 2025 | ||||||||||||||||||||||
| Primary Geographic Markets | Home Comfort Solutions | Building Climate Solutions | Corporate and Other | Consolidated | |||||||||||||||||||
| United States | $ | $ | $ | $ | |||||||||||||||||||
| Canada | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
| For the Three Months Ended September 30, 2024 | |||||||||||||||||||||||
| Primary Geographic Markets | Home Comfort Solutions | Building Climate Solutions | Corporate and Other | Consolidated | |||||||||||||||||||
| United States | $ | $ | $ | $ | |||||||||||||||||||
| Canada | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
| For the Nine Months Ended September 30, 2025 | |||||||||||||||||||||||
| Primary Geographic Markets | Home Comfort Solutions | Building Climate Solutions | Corporate and Other | Consolidated | |||||||||||||||||||
| United States | $ | $ | $ | $ | |||||||||||||||||||
| Canada | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
| For the Nine Months Ended September 30, 2024 | |||||||||||||||||||||||
| Primary Geographic Markets | Home Comfort Solutions | Building Climate Solutions | Corporate and Other | Consolidated | |||||||||||||||||||
| United States | $ | $ | $ | $ | |||||||||||||||||||
| Canada | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
Home Comfort Solutions - We manufacture and market a broad range of furnaces, air conditioners, heat pumps, packaged heating and cooling systems, equipment and accessories to improve indoor air quality, comfort control products, replacement parts and supplies and related products for both the residential replacement and new construction markets in North America. These products are sold under various brand names and are sold either through direct sales to a network of independent
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installing dealers, including through our network of Lennox stores or to independent distributors. For the three months ended September 30, 2025 and 2024, direct sales represented 75 % and 73 % of revenues, respectively, and sales to independent distributors represented the remainder. For the nine months ended September 30, 2025 and 2024, direct sales represented 74 % and 74 % of revenues, respectively, and sales to independent distributors represented the remainder. Given the nature of our business, customer product orders are fulfilled at a point in time and not over a period of time.
Building Climate Solutions - In North America, we manufacture and sell unitary heating and cooling equipment used in light commercial applications, such as low-rise office buildings, restaurants, retail centers, churches and schools. These products are distributed primarily through commercial contractors and directly to national account customers in the planned replacement, emergency replacement and new construction markets. We manufacture and market equipment for the commercial refrigeration markets under the Heatcraft Worldwide Refrigeration name. Our products are used in the food retail, food service, cold storage as well as non-food refrigeration markets. We sell these products to distributors, installing contractors, engineering design firms, original equipment manufacturers and end-users. We also provide installation, service and preventive maintenance for HVAC national account customers in the United States and Canada; manufacture curb, curb adapters, drop box diffusers; offer HVAC recycling and salvage services; and focus on multi-family HVAC replacement for expired mechanical assets. Revenue related to service contracts is recognized as the services are performed under the contract based on the relative fair value of the services provided. For the three months ended September 30, 2025 and 2024, equipment sales represented 80 % and 80 % of revenues and the remainder of our revenue was generated from our service business. For the nine months ended September 30, 2025 and 2024, equipment sales represented 80 % and 81 % of revenues and the remainder of our revenue was generated from our service business.
Contract Liabilities - Our contract liabilities consist of advance payments and deferred revenue. Net contract liabilities consisted of the following (in millions) as of:
| September 30, 2025 | December 31, 2024 | ||||||||||
| Contract assets | $ | $ | |||||||||
| Contract liabilities - current | ( | ( | |||||||||
| Contract liabilities - noncurrent | ( | ( | |||||||||
| Total | $ | ( | $ | ( | |||||||
For the three months ended September 30, 2025 and 2024, we recognized revenue of $5.4 million and $0.7 million and for the nine months ended September 30, 2025 and 2024, we recognized revenue of $8.5 million and $6.8 million related to our contract liabilities at January 1, 2025 and 2024, respectively. Impairment losses recognized in our receivables and contract assets were de minimis in 2025 and 2024.
7. Other Financial Statement Details:
Inventories:
The components of inventories are as follows (in millions) as of:
| September 30, 2025 | December 31, 2024 | ||||||||||
| Finished goods | $ | $ | |||||||||
| Work in process | |||||||||||
| Raw materials and parts | |||||||||||
| Subtotal | |||||||||||
| Excess of current cost over last-in, first-out cost | ( | ( | |||||||||
| Total inventories, net | $ | $ | |||||||||
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Goodwill:
The changes in the carrying amount of goodwill in 2025, in total and by segment, are summarized in the table below (in millions):
Balance as of December 31, 2024 | Goodwill Adjustment | Balance as of September 30, 2025 | |||||||||||||||
| Home Comfort Solutions | $ | $ | $ | ||||||||||||||
Building Climate Solutions | |||||||||||||||||
| Total Goodwill | $ | $ | $ | ||||||||||||||
We monitor our reporting units for indicators of impairment throughout the year to determine if a change in facts or circumstances warrants a re-evaluation of our goodwill. We have not recorded any goodwill impairments for the nine months ended September 30, 2025 or in any periods presented.
Derivatives:
Objectives and Strategies for Using Derivative Instruments
Commodity Price Risk - We utilize a cash flow hedging program to mitigate our exposure to volatility in the prices of metal commodities used in our production processes. Our hedging program includes the use of futures contracts to lock in prices, and as a result, we are subject to derivative losses should the metal commodity prices decrease and gains should the prices increase. We utilize a dollar cost averaging strategy so that a higher percentage of commodity price exposures are hedged near-term and lower percentages are hedged at future dates. This strategy allows for protection against near-term price volatility while allowing us to adjust to market price movements over time.
Interest Rate Risk - A portion of our debt may bear interest at variable rates, and as a result, we are subject to variability in the cash paid for interest. To mitigate a portion of that risk, we may choose to engage in an interest rate swap hedging strategy to eliminate the variability of interest payment cash flows. We are not currently hedged against interest rate risk.
Foreign Currency Risk - Foreign currency exchange rate movements create a degree of risk by affecting the U.S. dollar value of assets and liabilities arising in foreign currencies. We seek to mitigate the impact of currency exchange rate movements on certain short-term transactions by periodically entering into foreign currency forward contracts.
Cash Flow Hedges
We have foreign exchange forward contracts and commodity futures contracts designated as cash flow hedges that are scheduled to mature through February 2027. Unrealized gains or losses from our cash flow hedges are included in Accumulated other comprehensive loss (“AOCL”) and are expected to be reclassified into earnings within the next 17 months based on the prices of the commodities and foreign currencies at the settlement dates. We recorded the following amounts in AOCL related to our cash flow hedges (in millions) as of:
| September 30, 2025 | December 31, 2024 | ||||||||||
| Unrealized (gains) losses, net on unsettled contracts | $ | ( | $ | ||||||||
| Income tax expense (benefit) | ( | ||||||||||
Unrealized (gains) losses, net included in AOCL, net of tax (1) | $ | ( | $ | ||||||||
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Stock-Based Compensation:
We issue various long-term incentive awards, including performance share units, restricted stock units and stock appreciation rights under the Lennox International Inc. 2019 Equity and Incentive Plan, as it may be amended and restated from time to time. Stock-based compensation expense related to continuing operations is included in Selling, general and administrative expenses in the accompanying Consolidated Statements of Operations as follows (in millions):
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
Stock-based compensation expense | $ | $ | $ | $ | |||||||||||||||||||
8. Pension Benefit Plans:
The components of net periodic benefit cost for pension benefits were as follows (in millions):
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Service cost | $ | $ | $ | $ | |||||||||||||||||||
| Interest cost | |||||||||||||||||||||||
| Expected return on plan assets | ( | ( | ( | ( | |||||||||||||||||||
| Amortization of prior service cost | ( | ||||||||||||||||||||||
| Recognized actuarial loss | |||||||||||||||||||||||
| Settlements and curtailments | |||||||||||||||||||||||
| Net periodic benefit cost | $ | $ | $ | $ | |||||||||||||||||||
9. Income Taxes:
As of September 30, 2025, we had approximately $4.9 million in total gross unrecognized tax benefits. If recognized, $4.9 million would be recorded through the Consolidated Statements of Operations.
Our effective tax rate was 18.7 % for the nine months ended September 30, 2025 compared to 19.3 % for the nine months ended September 30, 2024. The decrease in rate is primarily due to higher income in low tax jurisdictions.
We are currently under a limited scope audit by the Internal Revenue Service for our 2021 and 2022 tax years. There are also ongoing U.S. state and local audits and other foreign audits covering fiscal years 2018 through 2023. We are generally no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by taxing authorities for years prior to 2018.
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10. Lines of Credit and Financing Arrangements:
The following table summarizes our outstanding debt obligations and their classification in the accompanying Consolidated Balance Sheets (in millions) as of:
| September 30, 2025 | December 31, 2024 | ||||||||||
| Commercial paper | $ | $ | |||||||||
| Current maturities of long-term debt: | |||||||||||
| Finance lease obligations | $ | $ | |||||||||
| Senior unsecured notes | |||||||||||
| Debt issuance costs | ( | ||||||||||
Total current maturities of long-term debt | $ | $ | |||||||||
| Long-Term Debt: | |||||||||||
| Finance lease obligations | $ | $ | |||||||||
| Senior unsecured notes | |||||||||||
| Debt issuance costs | ( | ( | |||||||||
| Total long-term debt | $ | $ | |||||||||
| Total debt | $ | $ | |||||||||
Commercial Paper Program
On October 25, 2023, we established a commercial paper program (the “Program”), as a replacement to our Asset Securitization Program which expired in November 2023, pursuant to which we may issue short-term, unsecured commercial paper notes (the “CP Notes”) under the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. Amounts available under the Program may be borrowed, repaid, and re-borrowed from time to time, with the aggregate face or principal amount of the CP Notes outstanding under the Program at any time not to exceed $500.0 million. The CP Notes have maturities of up to 397 days from the date of issue and rank pari passu with all of our other unsecured and unsubordinated indebtedness. The net proceeds from issuances of the CP Notes are typically used for general corporate purposes. Our revolving credit facility serves as a liquidity backstop for the repayment of CP Notes outstanding under the Program. There were $157.0 million CP Notes outstanding under the Program as of September 30, 2025.
Our weighted average borrowing rate on the Program was as follows as of:
| September 30, 2025 | December 31, 2024 | ||||||||||
| Weighted average borrowing rate | % | % | |||||||||
Credit Agreement
On May 9, 2025, we entered into an Amendment and Restatement Agreement ("Amended Credit Agreement") to our existing unsecured revolving credit facility with JPMorgan Chase Bank, N.A., as administrative agent, and the other lenders party thereto. The Amended Credit Agreement decreased our total revolving commitments from $1.1 billion to $1.0 billion with an option to increase the revolving commitments by up to $350 million at our request, subject to the terms and conditions of the Amended Credit Agreement. The Amended Credit Agreement also extended the maturity date of the revolving commitments from July 2026 to May 2030. We had no outstanding borrowings and $1.7 million committed to standby letters of credit as of September 30, 2025. Subject to covenant limitations, $841.3 million was available for future borrowings after taking into consideration outstanding borrowings under our Program. Availability under the Amended Credit Agreement is reduced by borrowings under the Program. The Amended Credit Agreement includes a subfacility for swingline loans up to $65.0 million. Maturity of the Amended Credit Agreement may be extended by the lenders pursuant to two one-year extension options that we may request under the Amended Credit Agreement.
Our weighted average borrowing rate on the Amended Credit Agreement was as follows as of:
| September 30, 2025 | December 31, 2024 | ||||||||||
| Weighted average borrowing rate | % | % | |||||||||
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The Amended Credit Agreement is guaranteed by certain of our subsidiaries and contains customary covenants applicable to us and our subsidiaries including limitations on indebtedness, liens, dividends, stock repurchases, mergers, and sales of all or substantially all of our assets. In addition, the Amended Credit Agreement contains a financial covenant requiring us to maintain, as of the last day of each fiscal quarter for the four prior fiscal quarters, a Total Net Leverage Ratio of no more than 3.50 to 1.00 (or, at our election, on up to two occasions following a material acquisition, 4.00 to 1.00).
Our Amended Credit Agreement contains customary events of default. These events of default include nonpayment of principal or other amounts, material inaccuracy of representations and warranties, breach of covenants, default on certain other indebtedness or receivables securitizations (cross default), certain voluntary and involuntary bankruptcy events, and the occurrence of a change in control. A cross default under our credit facility could occur if:
•We fail to pay any principal or interest when due on any other indebtedness or receivables securitization exceeding $75.0 million; or
•We are in default in the performance of, or compliance with any term of any other indebtedness in an aggregate principal amount exceeding $75.0 million, or any other condition exists which would give the holders the right to declare such indebtedness due and payable prior to its stated maturity.
Each of our major debt agreements contains provisions by which a default under one agreement causes a default in the others (a cross default). If a cross default under our Amended Credit Agreement or our senior unsecured notes were to occur, it could have a wider impact on our liquidity than might otherwise occur from a default of a single debt instrument or lease commitment.
If any event of default occurs and is continuing, the administrative agent, or lenders with a majority of the aggregate commitments may require the administrative agent to, terminate our right to borrow under our Amended Credit Agreement and accelerate amounts due under our Amended Credit Agreement (except for a bankruptcy event of default, in which case such amounts will automatically become due and payable and the lenders’ commitments will automatically terminate).
We are currently in compliance with all covenant requirements.
Senior Unsecured Notes
In September 2023, we issued $500.0 million of senior unsecured notes, which will mature in September 2028 (the "2028 Notes") with interest being paid semi-annually in March and September at 5.50 %. In July 2020, we issued $300.0 1.70 % per annum. On August 1, 2025, we repaid upon maturity $300.0 million of senior unsecured notes originally issued in 2020.
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11. Comprehensive Income (Loss):
The following table provides information on items reclassified from AOCL to Net income in the accompanying Consolidated Statements of Operations (in millions):
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | Affected Line Item(s) in the Consolidated Statements of Operations | ||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||||||
| Gains (Losses) on Cash Flow Hedges: | ||||||||||||||||||||||||||||||||
| Derivatives contracts | $ | $ | ( | $ | $ | ( | Cost of goods sold; Losses and other expenses, net | |||||||||||||||||||||||||
| Income tax (expense) benefit | ( | ( | Provision for income taxes | |||||||||||||||||||||||||||||
| Net of tax | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||||||||
| Defined Benefit Plan items: | ||||||||||||||||||||||||||||||||
| Pension and post-retirement benefit costs | $ | ( | $ | ( | $ | ( | $ | ( | Other expense, net | |||||||||||||||||||||||
| Pension settlements | ( | ( | ( | ( | Pension settlements | |||||||||||||||||||||||||||
| Income tax benefit | Provision for income taxes | |||||||||||||||||||||||||||||||
| Net of tax | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||
| Total reclassifications from AOCL | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||||||||
The following table provides information on changes in AOCL, by component (net of tax), for the nine months ended September 30, 2025 (in millions):
| Gains (Losses) on Cash Flow Hedges | Share of Equity Method Investments Other Comprehensive Income | Defined Benefit Pension Plan Items | Foreign Currency Translation Adjustments | Total AOCL | ||||||||||||||||||||||||||||
Balance as of December 31, 2024 | $ | ( | $ | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||
| Other comprehensive income (loss) before reclassifications | ( | ( | ||||||||||||||||||||||||||||||
| Amounts reclassified from AOCL | ( | ( | ( | |||||||||||||||||||||||||||||
| Net other comprehensive income (loss) | ( | |||||||||||||||||||||||||||||||
Balance as of September 30, 2025 | $ | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||
12. Fair Value Measurements:
Fair Value Hierarchy
The methodologies used to determine the fair value of our financial assets and liabilities as of September 30, 2025 were the same as those used as of December 31, 2024.
Assets and Liabilities Carried at Fair Value on a Recurring Basis
Derivatives were classified as Level 2 and primarily valued using estimated future cash flows based on observed prices from exchange-traded derivatives. We also considered the counterparty's creditworthiness, or our own creditworthiness, as appropriate. Adjustments were recorded to reflect the risk of credit default, however, they were insignificant to the overall value of the derivatives. Refer to Note 7 for more information related to our derivative instruments.
Other Fair Value Disclosures
The carrying amounts of Cash and cash equivalents, Short-term investments, Accounts and notes receivable, net, Accounts payable, and Short-term debt approximate fair value due to the short maturities of these instruments. The carrying amount of our Amended Credit Agreement in Long-term debt also approximates fair value due to its variable-rate characteristics.
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The fair value of our senior unsecured notes in Long-term debt, classified as Level 2, was based on the amount of future cash flows using current market rates for debt instruments of similar maturities and credit risk. The following table presents their fair value (in millions) as of:
| September 30, 2025 | December 31, 2024 | ||||||||||
| Senior unsecured notes | $ | $ | |||||||||
13. Subsequent Events:
Acquisition – Duro Dyne and Supco
On October 15, 2025, the Company completed the previously announced acquisition of Duro Dyne Buyer, Inc. and Sealed Unit Parts Buyer, Inc. (“Duro Dyne and Supco”). Duro Dyne and Supco offer a robust portfolio of HVAC parts and supplies that complement our existing residential and commercial offerings. Excluding cash received at the closing, the net purchase price for the acquisition was $546.3 million. We used cash on hand and available borrowing capacity to fund the purchase price. The purchase price is subject to final adjustments for net working capital. The financial results of Duro Dyne and Supco will be included beginning in the fourth quarter of 2025.
Due to the timing of this transaction, the allocation of the purchase price has not yet been finalized.
Term Credit Agreement
On October 16, 2025, we entered into a Term Credit Agreement (the “Term Credit Agreement”) with Wells Fargo Bank, National Association, as administrative agent, and the other lenders party thereto. We borrowed $300.0 million pursuant to the Term Credit Agreement and used the net proceeds to repay existing borrowings under the Amended Credit Agreement. The Term Credit Agreement matures on October 16, 2027. Loans under the Term Credit Agreement bear interest at our election at a rate per annum equal to (i) a forward-looking term rate based on the secured overnight financing rate for the applicable interest period ("Term SOFR"), plus an applicable margin ranging between 0.90 % and 1.025 % per annum depending on our long-term unsecured debt rating, or (ii) the highest of the Wells Fargo Bank, National Association prime rate, the Federal Funds rate plus 0.50 %, and Term SOFR for a one month tenor in effect on such day plus 1.00 %, plus an applicable margin ranging between 0.00 % and 0.025 % per annum depending on our long-term unsecured debt rating.
The Term Credit Agreement is guaranteed by the Guarantor Subsidiaries and contains customary covenants and events of default that are substantially similar to the existing covenants and events of default in our Amended Credit Agreement.
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are based on information currently available to management as well as management’s assumptions and beliefs as of the date such statements were made. All statements, other than statements of historical fact, included in this Quarterly Report on Form 10-Q constitute forward-looking statements, including but not limited to statements identified by forward-looking terminology, such as the words “may,” “will,” “should,” “plan,” “anticipate,” “believe,” “intend,” “estimate,” and “expect” and similar expressions. Such statements reflect our current views with respect to future events, based on what we believe are reasonable assumptions; however, such statements are subject to certain risks and uncertainties.
In addition to the specific uncertainties discussed elsewhere in this Quarterly Report on Form 10-Q, the risk factors set forth in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024, and those set forth in Part II, “Item 1A. Risk Factors” of this report, if any, may affect our performance and results of operations. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may differ materially from those in the forward-looking statements. We disclaim any intention or obligation to update or review any forward-looking statements or information, whether as a result of new information, future events or otherwise, except as required by law.
Business Overview
We operate in two reportable business segments of the HVACR industry, Home Comfort Solutions and Building Climate Solutions. In addition to the two major business segments, Corporate and Other is also reported as a segment. For more detailed information regarding our reportable segments, see Note 2 in the Notes to the Consolidated Financial Statements.
Our fiscal quarterly periods are comprised of approximately 13 weeks, but the number of days per quarter may vary year-over-year. Our quarterly reporting periods usually end on the Saturday closest to the last day of March, June, and September. Our fourth quarter and fiscal year ends on December 31, regardless of the day of the week on which December 31 falls. For convenience, throughout this Management’s Discussion and Analysis of Financial Condition and Results of Operations, the 13-week periods comprising each fiscal quarter are denoted by the last day of the respective calendar quarter.
We sell our products and services through a combination of direct sales, distributors and company-owned stores. The demand for our products and services is seasonal and can be significantly impacted by the weather. Warmer than normal summer temperatures generate demand for replacement air conditioning and refrigeration products and services, and colder than normal winter temperatures have a similar effect on heating products and services. Conversely, cooler than normal summers and warmer than normal winters depress the demand for HVACR products and services. In addition to weather, demand for our products and services is influenced by national and regional economic and demographic factors, such as interest rates, the availability of financing, regional population and employment trends, new construction, general economic conditions, and consumer spending habits and confidence. A substantial portion of the sales in each of our business segments is attributable to replacement business, with the balance comprised of new construction business.
The principal elements of cost of goods sold are components, raw materials, factory overhead, labor, estimated costs of warranty expense, and freight and distribution costs. The principal raw materials used in our manufacturing processes are steel, aluminum and copper. In recent years, pricing volatility for these commodities and related components has impacted us and the HVACR industry in general. We seek to mitigate the impact of certain commodity price volatility and tariffs through a combination of pricing actions, vendor contracts, improved production efficiency, and cost reduction initiatives. We also partially mitigate volatility in the prices of these commodities by entering into futures contracts and fixed forward contracts.
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Financial Overview
Results for the third quarter of 2025 were mixed as our Home Comfort Solutions segment faced volume headwinds driven by market softness. Overall our net sales decreased 5% to $1.4 billion and our segment profit increased 2% to $310 million. For our Home Comfort Solutions segment, net sales decreased 12% and segment profit decreased $24 million. For our Building Climate Solutions segment, net sales increased 10% and segment profit increased $28 million. Segment loss decreased $2.4 million for our Corporate and Other segment.
Financial Highlights
•Net sales of $1,427 million in the third quarter of 2025 reflected a 5% decrease as compared to the same period in 2024.
•Operating income in the third quarter of 2025 increased $7 million to $310 million as favorable mix and price were partially offset by lower sales volumes, higher product costs, primarily related to inflationary pressures, including tariffs, and higher freight and distribution costs.
•Net income for the third quarter of 2025 was $246 million.
•Diluted earnings per share was $6.98 per share in the third quarter of 2025 as compared to $6.68 per share in the same period in 2024.
•For the nine months ended September 30, 2025, we returned $127 million to shareholders through dividend payments and repurchased $332 million of common stock through our share repurchase program.
Recent Developments
On July 4, 2025, the “One Big Beautiful Bill Act” was signed into law, which includes significant changes to federal tax law and other regulatory provisions that may impact the Company. Based on an initial analysis of the relevant provisions, the impacts to our effective tax rate are immaterial, but several timing provisions are expected to result in material 2025 cash tax savings.
Three Months Ended September 30, 2025 Compared to Three Months Ended September 30, 2024 - Consolidated Results
The following table provides a summary of our financial results, including information presented as a percentage of net sales:
| For the Three Months Ended September 30, | |||||||||||||||||||||||||||||
| Dollars (in millions) | Percent Change Fav/(Unfav) | Percent of Sales | |||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||
| Net sales | $ | 1,426.8 | $ | 1,498.1 | (4.8) | % | 100.0 | % | 100.0 | % | |||||||||||||||||||
| Cost of goods sold | 958.2 | 1,009.7 | 5.1 | 67.2 | 67.4 | ||||||||||||||||||||||||
| Gross profit | 468.6 | 488.4 | (4.1) | 32.8 | 32.6 | ||||||||||||||||||||||||
| Selling, general and administrative expenses | 161.6 | 184.4 | 12.4 | 11.3 | 12.3 | ||||||||||||||||||||||||
| (Gains) losses and other expenses, net | (0.7) | 3.1 | 122.6 | — | 0.2 | ||||||||||||||||||||||||
| Income from equity method investments | (2.5) | (2.4) | 4.2 | (0.2) | (0.2) | ||||||||||||||||||||||||
| Operating income | $ | 310.2 | $ | 303.3 | 2.3 | % | 21.7 | % | 20.2 | % | |||||||||||||||||||
Net Sales
Net sales for the third quarter of 2025 decreased 5% as compared to the same period in 2024 primarily due to a 16% decrease in sales volumes, which was partially offset by an 11% increase in mix and pricing.
Gross Profit
Gross profit margins in the third quarter of 2025 increased 20 basis points ("bps") to 32.8% as compared to 32.6% in the same period in 2024. Gross margins increased 350 bps from favorable mix and pricing, which were partially offset by 200 bps from higher product costs, primarily related to inflationary pressures, including tariffs, and 130 bps from higher freight and distribution costs.
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Selling, General and Administrative Expenses
Selling, general and administrative expenses ("SG&A") decreased $22 million to $162 million in the third quarter of 2025 as compared to $184 million in the same period in 2024, primarily due to lower incentive compensation related costs.
(Gains) losses and Other Expenses, Net
(Gains) losses and other expenses, net for the third quarter of 2025 and 2024 included the following (in millions):
| For the Three Months Ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
Foreign currency exchange (gains) losses | $ | (3.2) | $ | 1.6 | |||||||
Loss (gain) on disposal of fixed assets | 0.4 | (0.7) | |||||||||
Other operating income | — | (0.5) | |||||||||
Net change in unrealized losses (gains) on unsettled futures contracts | — | 0.1 | |||||||||
Environmental liabilities and special litigation charges | 2.1 | 2.6 | |||||||||
| (Gains) losses and other expenses, net (pre-tax) | $ | (0.7) | $ | 3.1 | |||||||
Income from Equity Method Investments
Investments over which we do not exercise control but have significant influence are accounted for using the equity method of accounting. Income from equity method investments was $2 million in the third quarter of 2025, consistent with 2024.
Interest Expense, net
Interest expense, net increased to $10 million in the third quarter of 2025 from $9 million in the same period in 2024 primarily due to increased borrowings on our commercial paper facility partially offset by the decrease in interest associated with the senior unsecured notes that were repaid on August 1, 2025.
Income Taxes
Our effective tax rate was 17.7% for the third quarter of 2025 as compared to 18.7% in the same period in 2024. The decrease in rate is primarily due to higher income in low tax jurisdictions.
Third Quarter of 2025 Compared to Third Quarter of 2024 - Results by Segment
Home Comfort Solutions
The following table presents our Home Comfort Solutions segment's net sales and profit for the third quarter of 2025 and 2024 (dollars in millions):
| For the Three Months Ended September 30, | |||||||||||||||||||||||
| 2025 | 2024 | Difference | % Change | ||||||||||||||||||||
| Net sales | $ | 912.9 | $ | 1,032.8 | $ | (119.9) | (12) | % | |||||||||||||||
| Profit | $ | 202.9 | $ | 226.5 | $ | (23.6) | (10) | % | |||||||||||||||
| % of net sales | 22.2 | % | 21.9 | % | |||||||||||||||||||
Net sales decreased 12% in the third quarter of 2025 as compared to the same period in 2024 primarily due to a 23% decrease in sales volumes, which was partially offset by a 11% increase in mix and pricing.
Segment profit in the third quarter of 2025 decreased $24 million as compared to the same period in 2024, primarily due to an $86 million reduction in sales volumes, $26 million in higher product costs largely driven by inflationary pressures including tariffs, and $17 million in higher freight and distribution expenses. These impacts were partially offset by an $85 million benefit from favorable mix and pricing, a $15 million reduction in commission and other SG&A costs, and $5 million in miscellaneous cost savings.
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Building Climate Solutions
The following table presents our Building Climate Solutions segment's net sales and profit for the third quarter of 2025 and 2024 (dollars in millions):
| For the Three Months Ended September 30, | |||||||||||||||||||||||
| 2025 | 2024 | Difference | % Change | ||||||||||||||||||||
| Net sales | $ | 513.9 | $ | 465.3 | $ | 48.6 | 10 | % | |||||||||||||||
| Profit | $ | 134.0 | $ | 105.9 | $ | 28.1 | 27 | % | |||||||||||||||
| % of net sales | 26.1 | % | 22.8 | % | |||||||||||||||||||
Net sales increased 10% in the third quarter of 2025 as compared to the same period in 2024 primarily due to a 10% increase in mix and price.
Segment profit in the third quarter of 2025 increased $28 million as compared to the same period in 2024 primarily due to $33 million in favorable mix and pricing and a $1 million increase in sales volumes, which were partially offset by $4 million in higher product costs, primarily related to inflationary pressures, including tariffs, and $2 million from investments in distribution and selling as well as other inflationary pressures.
Corporate and Other
The following table presents our Corporate and Other segment's net sales and loss for the third quarter of 2025 and 2024 (dollars in millions):
| For the Three Months Ended September 30, | |||||||||||||||||||||||
| 2025 | 2024 | Difference | % Change | ||||||||||||||||||||
| Net sales | $ | — | $ | — | $ | — | — | % | |||||||||||||||
| Loss | $ | (26.7) | $ | (29.1) | $ | 2.4 | 8 | % | |||||||||||||||
Segment loss decreased $2 million to $27 million in the third quarter of 2025 as compared to the same period in 2024 primarily due to lower incentive compensation related costs.
Year-to-Date through September 30, 2025 Compared to Year-to-Date through September 30, 2024 - Consolidated Results
The following table provides a summary of our financial results, including information presented as a percentage of net sales:
| For the Nine Months Ended September 30, | |||||||||||||||||||||||||||||
| Dollars (in millions) | Percent Change Fav/(Unfav) | Percent of Sales | |||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||
| Net sales | $ | 4,000.3 | $ | 3,996.3 | 0.1 | % | 100.0 | % | 100.0 | % | |||||||||||||||||||
| Cost of goods sold | 2,680.7 | 2,679.7 | — | 67.0 | 67.1 | ||||||||||||||||||||||||
| Gross profit | 1,319.6 | 1,316.6 | 0.2 | 33.0 | 32.9 | ||||||||||||||||||||||||
| Selling, general and administrative expenses | 506.2 | 523.6 | 3.3 | 12.7 | 13.1 | ||||||||||||||||||||||||
| (Gains) losses and other expenses, net | (0.6) | 10.5 | 105.7 | — | 0.3 | ||||||||||||||||||||||||
| Gain on sale from previous dispositions | — | (1.6) | 100.0 | — | — | ||||||||||||||||||||||||
| Income from equity method investments | (5.8) | (6.1) | (4.9) | (0.1) | (0.2) | ||||||||||||||||||||||||
| Operating income | $ | 819.8 | $ | 790.2 | 3.7 | % | 20.5 | % | 19.8 | % | |||||||||||||||||||
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Net Sales
Net sales remained relatively flat for the nine months ended September 30, 2025 as compared to the same period in 2024, as a 9% increase in mix and pricing was offset by a 9% decrease in sales volumes.
Gross Profit
Gross profit margins for the nine months ended September 30, 2025 increased 10 bps to 33.0% as compared to 32.9% in the same period in 2024. Gross margins increased 310 bps from favorable mix and pricing, which were partially offset by 180 bps from higher product costs, primarily related to inflationary pressures, including tariffs, and 120 bps from higher freight and distribution costs.
Selling, General and Administrative Expenses
SG&A decreased $17 million to $506 million for the nine months ended September 30, 2025 as compared to $524 million in the same period in 2024 primarily due to lower incentive compensation related costs. As a percentage of net sales, SG&A decreased 40 bps to 12.7% from 13.1%.
(Gains) losses and Other Expenses, Net
(Gains) losses and other expenses, net for the nine months ended September 30, 2025 and 2024 included the following (in millions):
| For the Nine Months Ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Foreign currency exchange (gains) losses | $ | (6.6) | $ | 4.4 | |||||||
| Loss (gain) on disposal of fixed assets | 0.1 | (1.7) | |||||||||
| Other operating (income) loss | (0.2) | 0.4 | |||||||||
| Net change in unrealized losses (gains) on unsettled futures contracts | — | 0.1 | |||||||||
| Environmental liabilities and special litigation charges | 6.1 | 7.3 | |||||||||
| (Gains) losses and other expenses, net (pre-tax) | $ | (0.6) | $ | 10.5 | |||||||
Income from Equity Method Investments
Investments over which we do not exercise control but have significant influence are accounted for using the equity method of accounting. Income from equity method investments remained flat at $6 million for the nine months ended September 30, 2025 as compared to the same period in 2024.
Interest Expense, net
Interest expense, net decreased $8 million for the nine months ended September 30, 2025 to $25 million as compared to $33 million in the same period in 2024 primarily due to a decrease in interest associated with the senior unsecured notes that were repaid on August 1, 2025 and increased interest earned on investment accounts, which were partially offset by increased borrowings on our commercial paper facility.
Income Taxes
Our effective tax rate was 18.7% for the nine months ended September 30, 2025 as compared to 19.3% in the same period in 2024. The decrease in rate was primarily due to higher income in low tax jurisdictions.
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Year-to-Date through September 30, 2025 Compared to Year-to-Date through September 30, 2024 - Results by Segment
Home Comfort Solutions
The following table presents our Home Comfort Solutions segment's net sales and profit for the nine months ended September 30, 2025 and 2024 (dollars in millions):
| For the Nine Months Ended September 30, | |||||||||||||||||||||||
| 2025 | 2024 | Difference | % Change | ||||||||||||||||||||
| Net sales | $ | 2,643.6 | $ | 2,689.7 | $ | (46.1) | (2) | % | |||||||||||||||
| Profit | $ | 574.9 | $ | 567.1 | $ | 7.8 | 1 | % | |||||||||||||||
| % of net sales | 21.7 | % | 21.1 | % | |||||||||||||||||||
Net sales decreased 2% for the nine months ended September 30, 2025 as compared to the same period in 2024 primarily due to a 12% decrease in sales volumes, which was partially offset by a 10% increase in mix and pricing.
Segment profit for the first nine months of 2025 increased by $8 million as compared to the same period in 2024, primarily driven by a $200 million benefit from favorable mix and pricing, $16 million from factory efficiencies, a $12 million reduction in SG&A expenses, and $10 million in lower miscellaneous costs. These gains were partially offset by a $122 million decline in sales volumes, $67 million in higher product costs largely attributable to inflationary pressures including tariffs, and a $41 million increase in freight and distribution expenses.
Building Climate Solutions
The following table presents our Building Climate Solutions segment's net sales and profit for the nine months ended September 30, 2025 and 2024 (dollars in millions):
| For the Nine Months Ended September 30, | |||||||||||||||||||||||
| 2025 | 2024 | Difference | % Change | ||||||||||||||||||||
| Net sales | $ | 1,356.7 | $ | 1,306.6 | $ | 50.1 | 4 | % | |||||||||||||||
| Profit | $ | 310.0 | $ | 298.1 | $ | 11.9 | 4 | % | |||||||||||||||
| % of net sales | 22.8 | % | 22.8 | % | |||||||||||||||||||
Net sales increased 4% for the nine months ended September 30, 2025 as compared to the same period in 2024 primarily due to a 8% increase in mix and pricing, which was partially offset by a 4% decrease in sales volumes.
Segment profit for the first nine months of 2025 increased $12 million as compared to the same period in 2024 primarily due to $73 million from favorable mix and pricing, $5 million from factory efficiencies, and $1 million in lower miscellaneous costs, which were partially offset by $28 million from higher product costs, primarily related to inflationary pressures, including tariffs, $18 million from decreased sales volumes, $12 million in higher SG&A costs, and $9 million from investments in distribution and selling as well as other inflationary pressures.
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Corporate and Other
The following table presents our Corporate and Other segment's net sales and loss for the nine months ended September 30, 2025 and 2024 (dollars in millions):
| For the Nine Months Ended September 30, | |||||||||||||||||||||||
| 2025 | 2024 | Difference | % Change | ||||||||||||||||||||
| Net sales | $ | — | $ | — | $ | — | — | % | |||||||||||||||
| Loss | $ | (65.1) | $ | (76.6) | $ | 11.5 | 15 | % | |||||||||||||||
Segment loss decreased $11 million for the nine months ended September 30, 2025 as compared to the same period in 2024 primarily due to lower incentive compensation related costs.
Liquidity and Capital Resources
Our working capital and capital expenditure requirements are generally met through internally generated funds, bank lines of credit and a commercial paper program (as described below). Working capital needs are generally greater in the first and second quarters due to the seasonal nature of our business cycle.
Statement of Cash Flows
The following table summarizes our cash flow activity for the nine months ended September 30, 2025 and 2024 (in millions):
| For the Nine Months Ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Net cash provided by operating activities | $ | 351.7 | $ | 613.3 | |||||||
| Net cash used in investing activities | (87.6) | (108.1) | |||||||||
| Net cash used in financing activities | (627.4) | (327.4) | |||||||||
Net Cash Provided By Operating Activities - The change in net cash provided by operating activities for the nine months ended September 30, 2025 compared to the net cash provided by operating activities for the same period in 2024 primarily reflects less favorable changes in working capital.
Net Cash Used In Investing Activities - Capital expenditures were $90 million for the nine months ended September 30, 2025 compared to $103 million in the same period of 2024. The reduction in capital expenditures was primarily driven by the general expansion of manufacturing capacity and equipment of the Commercial factory in Mexico that was completed in 2024.
Net Cash Used In Financing Activities - Net cash used in financing activities for the nine months ended September 30, 2025 increased to $627 million as compared to $327 million provided by in the same period of 2024. The change was primarily due to changes in net borrowings and repayments of long-term debt and repurchase of common stock through our share repurchase program. We repurchased $332.3 million of shares for the nine months ended September 30, 2025 and returned $127 million to shareholders through dividend payments.
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Debt Position
The following table details our lines of credit and financing arrangements as of September 30, 2025 (in millions):
| Outstanding Borrowings | |||||
| Commercial paper: | $ | 157.0 | |||
| Current maturities of long-term debt: | |||||
| Finance lease obligations | $ | 16.9 | |||
| Total current maturities of long-term debt | $ | 16.9 | |||
| Long-term debt: | |||||
| Finance lease obligations | $ | 44.7 | |||
| Senior unsecured notes | 800.0 | ||||
| Debt issuance costs | (6.5) | ||||
| Total long-term debt | $ | 838.2 | |||
| Total debt | $ | 1,012.1 | |||
Commercial Paper Program
On October 25, 2023, we established a commercial paper program (the "Program"), as a replacement to our Asset Securitization Program which expired in November 2023, pursuant to which we may issue short-term, unsecured commercial paper notes (the "CP Notes") under the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. Amounts available under the Program may be borrowed, repaid, and re-borrowed from time to time, with the aggregate face or principal amount of the CP Notes outstanding under the Program at any time not to exceed $500.0 million. The CP Notes have maturities of up to 397 days from the date of issue and rank pari passu with all of our other unsecured and unsubordinated indebtedness. The net proceeds from issuances of the CP Notes are typically used for general corporate purposes. Our revolving credit facility serves as a liquidity backstop for the repayment of CP Notes outstanding under the Program. There are $157.0 million CP Notes outstanding under the Program as of September 30, 2025.
Credit Agreement
On May 9, 2025, we entered into an Amendment and Restatement Agreement ("Amended Credit Agreement") to our existing unsecured revolving credit facility with JPMorgan Chase Bank, N.A., as administrative agent, and the other lenders party thereto. The Amended Credit Agreement decreased our total revolving commitments from $1.1 billion to $1.0 billion with an option to increase the revolving commitments by up to $350 million at our request, subject to the terms and conditions of the Amended Credit Agreement. The Amended Credit Agreement also extended the maturity date of the revolving commitments from July 2026 to May 2030. We had no outstanding borrowings and $1.7 million committed to standby letters of credit as of September 30, 2025. Subject to covenant limitations, $841.3 million was available for future borrowings after taking into consideration outstanding borrowings under our Program. Availability under the Amended Credit Agreement is reduced by borrowings under the Program. The Amended Credit Agreement includes a subfacility for swingline loans up to $65.0 million. Maturity of the Amended Credit Agreement may be extended by the lenders pursuant to two one-year extension options that we may request under the Amended Credit Agreement.
Senior Unsecured Notes
In September 2023, we issued $500.0 million of senior unsecured notes, which will mature in September 2028 (the "2028 Notes") with interest being paid semi-annually in March and September at 5.50%. In July 2020, we issued $300.0 million of senior unsecured notes, which will mature on August 1, 2027 (the "2027 Notes," and collectively with the 2028 Notes, the "Notes") with interest being paid semi-annually in February and August at 1.70% per annum. On August 1, 2025, we repaid upon maturity $300.0 million of senior unsecured notes originally issued in 2020.
In the event of a credit rating downgrade below investment grade resulting from a change of control, holders of our senior unsecured notes will have the right to require us to repurchase all or a portion of the senior unsecured notes at a repurchase price equal to 101% of the principal amount of the notes, plus accrued and unpaid interest, if any. All the Notes are guaranteed, on a senior unsecured basis, by certain of our subsidiaries that guarantee indebtedness under our Amended Credit Agreement (the "Guarantor Subsidiaries"). The indenture governing the Notes contains covenants that, among other things, limit our
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ability and the ability of the Guarantor Subsidiaries to: create or incur certain liens; enter into certain sale and leaseback transactions; and enter into certain mergers, consolidations and transfers of substantially all of our assets. The indenture also contains a cross default provision which is triggered if we default on other debt of at least $75.0 million in principal which is then accelerated, and such acceleration is not rescinded within 30 days of the notice date. We are currently in compliance with all covenant requirements.
Financial Leverage
We periodically review our capital structure to ensure the appropriate levels of leverage and liquidity. We may access the capital markets, as necessary, based on business needs and to take advantage of favorable interest rate environments or other market conditions. We also evaluate our debt-to-capital and debt-to-EBITDA ratios to determine, among other considerations, the appropriate targets for capital expenditures and share repurchases under our share repurchase programs. Our debt-to-total-capital ratio decreased to 49% at September 30, 2025, as compared to 57% at December 31, 2024.
As of September 30, 2025, our senior credit ratings were Baa1 with a stable outlook, and BBB with a stable outlook, by Moody's Investors Service, Inc. ("Moody's") and Standard & Poor's Rating Group ("S&P"), respectively. The security ratings are not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the assigning rating agency. Each rating should be evaluated independently of any other rating. Our goal is to maintain investment grade ratings from Moody's and S&P to help ensure the capital markets remain available to us.
Liquidity
We believe our cash and cash equivalents of $52.9 million, future cash generated from operations and available borrowing capacity are sufficient to fund operations, planned capital expenditures, future contractual obligations, potential share repurchases and dividends, and other needs in the foreseeable future. In October 2025, we acquired Duro Dyne Buyer, Inc. and Sealed Unit Parts Buyer, Inc. for approximately $546.3 million and borrowed $300 million under a new term loan. For more information, see Note 13 in the Notes to the Consolidated Financial Statements. Included in our cash and cash equivalents of $52.9 million as of September 30, 2025 was $31.1 million of cash held in foreign locations. Our cash held in foreign locations is used for investing and operating activities in those locations, and we generally do not have the need or intent to repatriate those funds to the United States. An actual repatriation in the future from our non-U.S. subsidiaries could be subject to foreign withholding taxes and U.S. state taxes.
Guarantees Related to Our Debt Obligations
Our senior unsecured notes were issued by Lennox International Inc. ("Parent") and are unconditionally guaranteed by the Guarantor Subsidiaries (and together with Lennox International Inc., the “Obligor Group”). The Guarantor Subsidiaries are 100% owned and consolidated, all guarantees are full and unconditional, and all guarantees are joint and several.
Summarized financial information is presented below for the Obligor Group on a combined basis after elimination of intercompany transactions and balances within the Obligor Group and equity in the earnings from and investments in any non-Guarantor Subsidiary. The revenue amounts presented in the summarized financial information include substantially all of our condensed consolidated revenue, and there is no intercompany revenue from the non-Guarantor Subsidiaries. This summarized financial information has been prepared and presented pursuant to Regulation S-X Rule 13-01, “Financial Disclosures about Guarantors and Issuers of Guaranteed Securities” and is not intended to present the financial position or results of operations of the Obligor Group in accordance with U.S. GAAP.
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The following combined Parent and Guarantor Subsidiaries financial information is presented as of September 30, 2025 and December 31, 2024 and for the nine months ended September 30, 2025 (in millions):
| September 30, 2025 | December 31, 2024 | ||||||||||
| Current assets | $ | 1,666.7 | $ | 1,713.9 | |||||||
Non-current assets(1) | 1,278.7 | 1,241.3 | |||||||||
| Current liabilities | 905.7 | 1,084.9 | |||||||||
| Non-current liabilities | 1,286.5 | 1,266.8 | |||||||||
| Amounts due to non-Guarantor Subsidiaries | (369.3) | (536.8) | |||||||||
| Nine months ended September 30, 2025 | For the Year Ended December 31, 2024 | ||||||||||
| Net sales | $ | 3,947.6 | $ | 5,265.6 | |||||||
| Gross profit | 1,058.4 | 1,363.9 | |||||||||
Net income(1) | 377.7 | 732.9 | |||||||||
(1) Updates previously disclosed amounts to reflect elimination of intercompany assets and net income.
Off Balance Sheet Arrangements
We have no off-balance sheet arrangements that we believe may have a material current or future effect on our financial condition, liquidity or results of operations.
Commitments, Contingencies, and Guarantees
For information regarding our commitments, contingencies, and guarantees, see Note 4 in the Notes to the Consolidated Financial Statements.
Recent Accounting Pronouncements
There were no recent accounting pronouncements that are expected to have a material impact on our financial statements and disclosures.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
For quantitative and qualitative disclosures about market risk affecting LII, see "Quantitative and Qualitative Disclosures About Market Risk" in Item 7A of Part II of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. Our exposure to market risk has not changed materially since December 31, 2024.
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Item 4. Controls and Procedures
Disclosure Controls and Procedures
As required by Rule 13a-15 under the Exchange Act, we carried out an evaluation, under the supervision and with the participation of our current management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of September 30, 2025, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the applicable rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Part II - Other Information
Item 1. Legal Proceedings
We are involved in a number of claims and lawsuits incidental to the operation of our businesses. Where appropriate, insurance coverages are maintained and estimated costs are recorded for such claims and lawsuits. It is management's opinion that none of these claims or lawsuits will have a material adverse effect, individually or in the aggregate, on our financial position, results of operations or cash flows.
Item 1A. Risk Factors
In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the risk factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024, which could materially affect our business, financial condition or results of operations. There have been no material changes to our risk factors from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
In the third quarter of 2025, we purchased shares of our common stock as follows:
Total Number of Shares Purchased | Average Price Paid per Share (including fees) | Total Number of Shares Purchased As Part of Publicly Announced Plans | Approximate Dollar Value of Shares that may yet be Purchased under our Share Repurchase Plans (in millions) (1) | ||||||||||||||||||||
| July 1 through July 31 | 23,000 | $ | 616.11 | 23,000 | $ | 1,182.3 | |||||||||||||||||
| August 1 through August 31 | 21,000 | $ | 588.85 | 21,000 | $ | 1,169.9 | |||||||||||||||||
| September 1 through September 30 | 19,000 | $ | 547.96 | 19,000 | $ | 1,159.5 | |||||||||||||||||
| 63,000 | 63,000 | ||||||||||||||||||||||
(1) Since the inception of the Company’s share repurchase program in 2008, the Board has authorized share repurchases in an amount not to exceed $5.0 billion (the "Share Repurchase Plans"). The Share Repurchase Plans do not have an expiration date. See Note 5 in the Notes to the Consolidated Financial Statement for further details.
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Item 5. Other Information
Term Credit Agreement
The information set forth below in this Item 5 is included herein in lieu of reporting on a Current Report on Form 8-K under Item 1.01 Entry into a Material Definitive Agreement.and Item 2.03. Creation of a Direct Financial Obligation of a Registrant.
On October 16, 2025, we entered into a Term Credit Agreement (the “Term Credit Agreement”) with Wells Fargo Bank, National Association, as administrative agent, and the other lenders party thereto. We borrowed $300.0 million pursuant to the Term Credit Agreement, which matures on October 16, 2027. On the same date, our subsidiaries that guarantee our obligations under the Amended Credit Agreement also entered into a Guaranty Agreement with Wells Fargo Bank, National Association, as administrative agent (the "Guaranty Agreement"), to guarantee the Term Credit Agreement. Loans under the Term Credit Agreement bear interest at the Company’s election at a rate per annum equal to (i) a forward-looking term rate based on the secured overnight financing rate for the applicable interest period ("Term SOFR"), plus an applicable margin ranging between 0.90% and 1.025% per annum depending on our long-term unsecured debt rating, or (ii) the highest of the Wells Fargo Bank, National Association prime rate, the Federal Funds rate plus 0.50%, and Term SOFR for a one month tenor in effect on such day plus 1.00%, plus an applicable margin ranging between 0.00% and 0.025% per annum depending on our long-term unsecured debt rating.
The Term Credit Agreement contains customary covenants and events of default that are substantially similar to the existing covenants and events of default in our Amended Credit Agreement. A copy of the Term Credit Agreement and the Guaranty Agreement are filed as Exhibit 10.1 and 10.2 hereto. The foregoing description of the Term Credit Agreement and the Guaranty Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Term Credit Agreement and the Guaranty Agreement, which are incorporated by reference herein.
During the quarter ended September 30, 2025, none of our directors or officers adopted terminated
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Item 6. Exhibits
| 3.1 | |||||
| 3.2 | |||||
| 4.1 | |||||
| 4.2 | |||||
| 4.3 | |||||
| 4.4 | |||||
| 4.5 | |||||
| 4.6 | |||||
| 10.1 | |||||
| 10.2 | |||||
| 22.1 | |||||
| 31.1 | |||||
| 31.2 | |||||
| 32.1 | |||||
| 101 | INS Inline XBRL Instance Document | ||||
| 101 | SCH Inline XBRL Taxonomy Extension Schema Document | ||||
| 101 | CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document | ||||
| 101 | LAB Inline XBRL Taxonomy Extension Label Linkbase Document | ||||
| 101 | PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document | ||||
| 101 | DEF Inline XBRL Taxonomy Extension Definition Linkbase Document | ||||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | ||||
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SIGNATURE
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, thereunto duly authorized.
LENNOX INTERNATIONAL INC.
By: /s/ Michael P. Quenzer
Michael P. Quenzer
Chief Financial Officer
(on behalf of registrant and as principal financial officer)
Date: October 22, 2025
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