UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (date of earliest event reported): February 16, 2006
LENNOX INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
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| Delaware
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001-15149
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42-0991521 |
| (State or other jurisdiction
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(Commission File Number)
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(IRS Employer Identification No.) |
| of incorporation) |
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2140 Lake Park Blvd.
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Richardson, Texas
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75080 |
(Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (972) 497-5000
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
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| Item 2.02 |
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Results of Operations and Financial Condition. |
On February 21, 2006, Lennox International Inc. (the “Company”) issued a press release
announcing its financial results for the fourth quarter and the year ended December 31, 2005. A copy of such press release
is furnished as Exhibit 99.1 to this report.
The press release also includes the Company’s restated financial statements for the quarters
ended March 31, 2005, June 30, 2005 and September 30, 2005. This restatement is described in Item
4.02 below, which description is incorporated herein by reference.
Pursuant to the rules and regulations of the Securities and Exchange Commission, the press
release attached hereto as Exhibit 99.1 is deemed to be furnished and shall not be deemed to be
“filed” under the Securities Exchange Act of 1934.
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| Item 4.02 |
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Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or
Completed Interim Review. |
On February 16, 2006, in connection with the Company’s year-end procedures related to the
accounting for futures contracts for copper and aluminum, management of the Company concluded that
these futures contracts did not qualify for hedge accounting under Statement of Financial
Accounting Standards No. 133 “Accounting for Derivative Instruments and Hedging Activities”, as the
Company’s documentation did not fully comply with the
requirements set forth in the standard. This conclusion was reviewed
with the Audit Committee of the Company’s Board of Directors who
concurred with such determination. As a
result, the Company has restated previously issued interim
(unaudited) financial
statements for the quarters ended March 31, 2005, June 30, 2005 and September 30, 2005.
This determination resulted in two different types of adjustments to the Company’s financial
statements. First, the Company recorded an unrealized gain of $23 million pre-tax, or $15 million
after-tax, to (gains), losses and other expenses for the year ended December 31, 2005. This
resulted in an increase in net income of $6 million, or $0.08 per share, in the first quarter 2005;
a decrease in net income of $3 million, or $0.05 per share, in the second quarter 2005; and an
increase in net income of $6 million, or $0.09 per share, in the
third quarter 2005, by releasing
amounts previously recorded in the accumulated other comprehensive income (loss) component of
stockholders’ equity. The cumulative impact to previously reported earnings for the nine-month
period ended September 30, 2005 is an increase of $9 million. A positive impact to net income of
$6 million, or $0.08 per share, also resulted in the fourth quarter 2005.
Second, the Company realized pre-tax gains of $17 million related to settled futures contracts
in 2005. Of these gains, $9 million was previously included in cost of goods sold for the
nine-month period ended September 30, 2005 and was reclassified to (gains), losses and other
expenses. The amounts of the reclassifications were $2 million, $3 million and $4 million for the
first, second and third quarters of 2005, respectively, and had no impact on previously reported
net income. For the fourth quarter of 2005, an $8 million gain was recorded in (gains), losses and
other expenses.
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In
light of the restatement of interim financial information, the consolidated statements of operations
and consolidated balance sheets previously issued by the Company as
of and for the
three months ended March 31, 2005, the three and six months ended June 30, 2005 and the three and
nine months ended September 30, 2005 should no longer be relied
upon. The press release attached hereto as Exhibit 99.1 includes
the Company’s restated interim financial
statements for the quarters ended March 31, 2005, June 30, 2005 and September 30, 2005. The
following attachments to such press release are hereby incorporated by reference into this Item
4.02: (i) the Futures Contracts Impact on Previously Reported Amounts, (ii) the Consolidated
Statements of Operations for the three months ended March 31, 2005, for the three months and six
months ended June 30, 2005 and for the three months and nine months ended September 30, 2005, (iii)
the Segment Revenues and Operating Profit for the three months ended March 31, 2005, for the three
months and six months ended June 30, 2005 and for the three months and nine months ended September
30, 2005 and (iv) the Consolidated Balance Sheets as of September 30, 2005, June 30, 2005 and March
31, 2005. No other information from the press release is incorporated in this Item 4.02.
The Audit Committee and Company management have discussed the foregoing matters with the
Company’s independent registered public accounting firm, KPMG LLP.
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| Item 9.01 |
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Financial Statements and Exhibits. |
(c) Exhibits.
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| EXHIBIT |
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| NUMBER |
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DESCRIPTION |
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99.1
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Press release dated February 21, 2006. |
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