Lennox International(LII) - 2023 Q4 - Annual Report

PART I Business Lennox provides energy-efficient HVACR solutions through Home Comfort and Building Climate segments, emphasizing growth, margins, and strategic portfolio changes Company Overview Lennox is a global HVACR leader, realigning segments and divesting European operations in 2023 - Lennox is a global leader in energy-efficient climate-control solutions, designing, manufacturing, and marketing a broad range of products for the HVACR markets[12] - In 2023, the company realigned its segments, moving the Heatcraft Worldwide Refrigeration business into the Building Climate Solutions segment. The company also completed the divestiture of its European operations in the fourth quarter of 2023[14] 2023 Net Sales by Segment | Segment | Products & Services | 2023 Net Sales (in millions) | | :--- | :--- | :--- | | Home Comfort Solutions | Furnaces, air conditioners, heat pumps, indoor air quality equipment, etc. | $ 3,222.9 | | Building Climate Solutions | Unitary heating and A/C, applied systems, controls, refrigeration products, etc. | $ 1,511.4 | | Corporate and Other | European HVAC equipment (divested in Q4 2023) | $ 247.6 | | Total | | $ 4,981.9 | Products and Services The company offers residential HVACR products and commercial climate solutions, including recent enhancements through acquisition and European divestiture - The Home Comfort Solutions segment manufactures and markets a wide range of residential heating, cooling, and indoor air quality products through direct sales to dealers and independent wholesale distributors[15][16][17] - The Building Climate Solutions segment provides light commercial HVAC equipment, national account services, and commercial refrigeration products. In 2023, it acquired AES Industries, enhancing its service and sustainability offerings[19][20][21] - The Corporate and Other segment included European HVAC and refrigeration operations, which were successfully divested in the fourth quarter of 2023[26][27] Business Strategy The company's strategy focuses on differentiated growth, resilient profit margins, and effective execution management through specific initiatives - The company's business strategy is focused on expanding its market position through organic growth and managing prices and costs to drive margin expansion. The transformation plan is structured around three key phases[28] - - Differentiated Growth: Investing in the sales force, enhancing customer experience with digital tools, and improving output from the new factory in Mexico - - Resilient Profit Margins: Focusing on pricing, productivity, material cost reductions, and favorable mix from new R454B products - - Execution Management: Utilizing the Lennox Unified Management System, focusing on heat pump growth, and enhancing the distribution network[29][30][31] Human Capital Management The company manages human capital by prioritizing competitive compensation, development, safety, diversity, and addressing turnover - As of December 31, 2023, Lennox employed approximately 12,600 people, with 4,800 salaried and 7,800 hourly. Approximately 3,600 employees are represented by unions[42][43] - The company's human capital strategy prioritizes competitive compensation, career development programs, employee health and safety, and promoting a diverse and inclusive work environment[45] - The company has experienced and could continue to experience higher employee turnover, particularly in manufacturing and distribution, and is making strong efforts to recruit qualified talent[52] Environmental Regulation The company is subject to evolving environmental regulations, including energy efficiency standards and refrigerant transitions, actively planning for compliance - The company is subject to evolving environmental laws, including energy efficiency standards from the U.S. Department of Energy and regulations on refrigerants[53][54] - In response to the American Innovation and Manufacturing Act, the EPA has mandated a transition to refrigerants with a Global Warming Potential (GWP) of 700 or less by January 1, 2025, for most HVAC products. The company is actively planning for this transition[56] Executive Officers Key executive leadership changes include Alok Maskara as CEO since May 2022 and Michael Quenzer as CFO effective January 2024 - Alok Maskara has served as Chief Executive Officer since May 2022[64] - Michael Quenzer became Executive Vice President and Chief Financial Officer effective January 1, 2024, succeeding Joseph W. Reitmeier, who retired[65][71] Risk Factors The company faces risks from intense competition, operational disruptions, commodity volatility, regulatory changes, and global economic and cybersecurity threats - Business and Operational Risks: Intense competition, challenges in new product development, reliance on single-location production facilities, and potential labor shortages or work stoppages[75][76][78][83] - Industry Risks: Financial performance is affected by the U.S. construction industry, seasonal weather patterns, and volatility in commodity prices (steel, copper, aluminum) and component supply[84][85][86] - Legal, Tax and Regulatory Risks: Potential adverse effects from changes in environmental/climate legislation (e.g., refrigerant regulations), tax laws (e.g., OECD's Pillar Two), and U.S. trade policies and tariffs[90][94][98] - General Risks: Exposure to global economic conditions, extraordinary events like pandemics or conflicts, foreign currency fluctuations, and cybersecurity attacks on information systems[103][107][108][111] Unresolved Staff Comments The company reports no unresolved staff comments from the Securities and Exchange Commission - None[115] Cybersecurity Cybersecurity risk is managed by dedicated teams with NIST-aligned controls and CTO oversight, reporting no material incidents in the last three years - Cybersecurity risk is managed by three core teams: cybersecurity engineering, data privacy, and a security operation center, with controls aligned to the NIST standard[116] - The Chief Technology Officer oversees cybersecurity, reporting to the Board of Directors twice a year. A management-level Data Protection & Cybersecurity Steering Committee meets quarterly[119][120] - LII has not experienced any material cybersecurity incidents within the last three years[118] Properties The company operates principal manufacturing, distribution, and office facilities across North America, including its Richardson, TX headquarters, deemed adequate for current needs Principal Owned Manufacturing Facilities | Location | Segment | Approx. Sq. Ft. (In thousands) | | :--- | :--- | :--- | | Saltillo, Mexico | Home Comfort Solutions | 1,081 | | Stuttgart, AR | Building Climate Solutions | 750 | | Tifton, GA | Building Climate Solutions | 738 | - The company's corporate headquarters is an owned facility of 359,000 sq. ft. in Richardson, TX[124] - Management believes that its properties are in good condition and generally adequate to meet production needs[125] Legal Proceedings The company is involved in incidental legal claims, for which it maintains insurance, and management believes they will not materially affect financial results - The company is involved in various claims and lawsuits incidental to its business, for which it maintains insurance and records estimated costs[126] - Management believes that these legal matters will not have a material adverse effect on the company's financial condition or results of operations[126] Mine Safety Disclosures This item is not applicable to the company - Not applicable[127] PART II Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities The company's common stock trades on the NYSE under 'LII', with a $546 million share repurchase authorization remaining as of year-end 2023 - The company's common stock is listed on the New York Stock Exchange under the symbol "LII"[129] - As of December 31, 2023, $546 million was available for repurchase under the company's Share Repurchase Plans. No shares were repurchased in 2023[133] Management's Discussion and Analysis of Financial Condition and Results of Operations In 2023, net sales grew 6% to $5.0 billion, operating income increased to $790 million, and operating cash flow surged to $736 million, supported by strategic M&A 2023 Financial Highlights | Metric | 2023 | 2022 | Change | | :--- | :--- | :--- | :--- | | Net Sales | $4,982M | $4,718M | +6% | | Operating Income | $790M | $656M | +20% | | Net Income | $590M | $497M | +19% | | Diluted EPS | $16.54 | $13.88 | +19% | | Operating Cash Flow | $736M | $302M | +144% | - The company completed the sale of its European businesses in Q4 2023 and acquired AES, a company in the light commercial market, for $95 million[137][141] Results of Operations In 2023, net sales increased 6% with improved gross profit margins, driven by strong performance in the Building Climate Solutions segment Consolidated Results of Operations (2023 vs. 2022) | Metric | 2023 | 2022 | | :--- | :--- | :--- | | Net Sales | $4,981.9M | $4,718.4M | | Gross Profit | $1,547.8M | $1,284.7M | | Gross Profit Margin | 31.1% | 27.2% | | Operating Income | $790.1M | $656.2M | | Net Income | $590.1M | $497.1M | - Net sales increased 6% in 2023 vs. 2022, driven by favorable price (+5%) and mix (+5%), partially offset by lower sales volume (-4%)[144] - Gross profit margin increased by 390 bps to 31.1% in 2023, primarily due to favorable price (+340 bps), favorable mix (+100 bps), and lower commodity costs (+90 bps)[145] - Home Comfort Solutions: Net sales grew 1% and profit increased 2% in 2023, as favorable price and mix were mostly offset by lower volume and higher SG&A costs[154][155] - Building Climate Solutions: Net sales surged 18% and profit increased 109% in 2023, driven by strong pricing (+11%), favorable mix (+4%), and higher volume (+2%)[157][158] Liquidity and Capital Resources Operating cash flow significantly increased in 2023, supported by new debt facilities and a reduced debt-to-total-capital ratio, with planned capital expenditures for 2024 - Net cash from operating activities increased significantly to $736.2 million in 2023 from $302.3 million in 2022, mainly due to better working capital management and higher net income[181] - Capital expenditures were $250 million in 2023, up from $101 million in 2022, primarily for expanding manufacturing capacity, including a new factory in Mexico[182] - In 2023, the company established a $500 million commercial paper program, issued $500 million in senior unsecured notes due 2028, and increased its revolving credit facility by $350 million to $1.1 billion[185][186][188] - The company's book value of debt-to-total-capital ratio decreased to 82% at year-end 2023 from 115% at year-end 2022[192] - Capital expenditures for 2024 are expected to be approximately $175 million[196] Market Risk The company manages market risks related to commodity prices, interest rates, and foreign currency exchange rates through hedging and monitoring - Commodity Price Risk: The company uses futures contracts to hedge against price volatility for raw materials like copper and aluminum. A 10% change in forward prices would change the fair value of hedges by $9.1 million[208] - Interest Rate Risk: A 10% adverse movement in interest rates would have increased 2023 pre-tax interest expense by approximately $2.3 million[209] - Foreign Currency Exchange Rate Risk: Net sales outside the U.S. were 11.3% of total net sales in 2023. A 10% change in foreign exchange rates would have impacted 2023 net income by an estimated $5.6 million[211] Critical Accounting Estimates The most critical accounting estimate involves product warranty liability, requiring significant assumptions about future costs and failure rates - The most critical accounting estimate relates to product warranties and product-related contingencies. The liability estimate requires significant assumptions about future costs, timing, and failure rates for warranties that can extend 10 years or more[213][214] - The company periodically reviews and adjusts its assumptions based on actual failure rates and cost experience. Changes in these estimates could require material adjustments to liabilities and future expenses[216] Quantitative and Qualitative Disclosures about Market Risk This section refers to the 'Market Risk' discussion within Item 7, which details the company's exposure to commodity price, interest rate, and foreign currency exchange rate risks and the strategies used to mitigate them - The information required by this item is included under the caption "Market Risk" in Item 7 of this report[218] Financial Statements and Supplementary Data This section presents management's internal control report, KPMG's unqualified audit opinion on financials and controls, and consolidated financial statements, noting product warranty liability as a critical audit matter Management's Report on Internal Control Over Financial Reporting Management concluded that the company's internal control over financial reporting was effective as of December 31, 2023, based on the COSO framework - Management assessed the company's internal control over financial reporting as of December 31, 2023, based on the COSO framework (2013)[221] - Based on this assessment, management concluded that the company's internal control over financial reporting was effective as of December 31, 2023[222] Report of Independent Registered Public Accounting Firm KPMG LLP issued an unqualified opinion on the financial statements and internal controls, identifying product warranty liability as a critical audit matter - KPMG LLP issued an unqualified opinion, stating that the consolidated financial statements are presented fairly, in all material respects, in conformity with U.S. GAAP[226] - KPMG LLP also opined that the company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023[226] - The evaluation of the product warranty liability was identified as a critical audit matter due to the subjective and complex auditor judgment required to assess assumptions about failure rates and costs[233][234] Consolidated Financial Statements This section provides key consolidated financial statements, including balance sheets, statements of operations, and cash flows for recent fiscal years Consolidated Balance Sheet Highlights (in millions) | | Dec 31, 2023 | Dec 31, 2022 | | :--- | :--- | :--- | | Total Current Assets | $1,433.5 | $1,496.5 | | Total Assets | $2,798.3 | $2,567.6 | | Total Current Liabilities | $1,014.6 | $1,595.7 | | Total Liabilities | $2,513.0 | $2,770.7 | | Total Stockholders' Equity (Deficit) | $285.3 | $(203.1) | Consolidated Statement of Operations Highlights (in millions) | | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | | Net Sales | $4,981.9 | $4,718.4 | $4,194.1 | | Gross Profit | $1,547.8 | $1,284.7 | $1,188.4 | | Operating Income | $790.1 | $656.2 | $590.3 | | Net Income | $590.1 | $497.1 | $464.0 | | Diluted EPS | $16.54 | $13.88 | $12.39 | Consolidated Statement of Cash Flows Highlights (in millions) | | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | | Net cash provided by operating activities | $736.2 | $302.3 | $515.5 | | Net cash used in investing activities | $(319.7) | $(103.0) | $(106.4) | | Net cash used in financing activities | $(406.2) | $(174.1) | $(498.7) | Notes to Consolidated Financial Statements Key notes detail segment reorganization, product warranty liability, debt structure, and significant divestitures and acquisitions in 2023 - Segment Reorganization (Note 3): Effective Jan 1, 2023, the Heatcraft Worldwide Refrigeration business was moved from the former Refrigeration segment to the Building Climate Solutions segment. The European portfolio was moved to Corporate and Other prior to its divestiture[283][289] Product Warranty Liability (Note 5) | (in millions) | 2023 | 2022 | | :--- | :--- | :--- | | Beginning Balance | $142.7 | $134.2 | | Payments Made | $(40.1) | $(36.3) | | New Warranties Issued | $53.9 | $50.5 | | Changes in Estimates | $(13.9) | $(4.7) | | Ending Balance | $142.8 | $142.7 | - Debt (Note 13): As of Dec 31, 2023, total debt was $1.31 billion, including $1.1 billion in senior unsecured notes, $150 million in commercial paper, and $20 million drawn on the credit facility[374] - Divestitures (Note 17): In 2023, the company completed the sale of its Hyfra operations and its European commercial HVAC and refrigeration operations, resulting in a total gain of $14.1 million included in operating income and net cash proceeds of $23.2 million[410][411][413] - Acquisition (Note 18): In October 2023, the company acquired AES for $94.9 million, which resulted in the recognition of $40.4 million in goodwill and $36.9 million in identifiable intangible assets[415][417] Changes in and Disagreements with Accountants on Accounting and Financial Disclosure The company reports no changes in or disagreements with its accountants on any matter of accounting principles or practices, or financial statement disclosure - None[420] Controls and Procedures Management, including the CEO and CFO, concluded the company's disclosure controls and procedures were effective as of December 31, 2023, with no material changes to internal controls - The CEO and CFO concluded that as of December 31, 2023, the company's disclosure controls and procedures were effective at a reasonable assurance level[421] - There were no changes during the year ended December 31, 2023, in the company's internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, internal controls[422] Other Information Kim K.W. Rucker will resign from the Board effective February 29, 2024, reducing board size, and no Rule 10b5-1 trading arrangements were modified in Q4 2023 - Kim K.W. Rucker will resign from the Board of Directors effective February 29, 2024, and the Board size will be reduced from nine to eight members[423] - No directors or officers adopted, modified, or terminated any Rule 10b5-1 trading arrangement during the quarter ended December 31, 2023[424] PART III Directors, Executive Officers and Corporate Governance Information on directors, executive officers, and corporate governance, including the Code of Business Conduct, is incorporated by reference from the forthcoming 2024 Definitive Proxy Statement - Information regarding directors, executive officers, and corporate governance is incorporated by reference from the Company's definitive proxy statement[428] - The company's Code of Business Conduct is posted on its website, and any amendments or waivers for principal officers will also be posted there[427] Executive Compensation Details regarding executive compensation are incorporated by reference from the company's definitive proxy statement, which is to be filed within 120 days of the fiscal year-end - Information is incorporated by reference from the Company's definitive proxy statement[430] Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Information concerning security ownership by certain beneficial owners and management, as well as details on equity compensation plans, is incorporated by reference from the company's definitive proxy statement - Information is incorporated by reference from the Company's definitive proxy statement[431] Certain Relationships and Related Transactions, and Director Independence Information regarding related party transactions and director independence is incorporated by reference from the company's definitive proxy statement - Information is incorporated by reference from the Company's definitive proxy statement[432] Principal Accountant Fees and Services The company's independent registered public accounting firm is KPMG LLP. Details regarding their fees and services are incorporated by reference from the company's definitive proxy statement - The company's independent registered public accounting firm is KPMG LLP[433] - Information regarding accountant fees and services is incorporated by reference from the Company's definitive proxy statement[433] PART IV Exhibits and Financial Statement Schedules This section lists all financial statements, schedules, and exhibits filed with the Form 10-K, including Schedule II - Valuation and Qualifying Accounts and Reserves - This section lists all financial statements, schedules, and exhibits filed with the Form 10-K[435][437] - The financial statement schedule included is Schedule II - Valuation and Qualifying Accounts and Reserves[435] Form 10-K Summary This item is not applicable, and no summary is provided - None[442]