|
Delaware
|
42-0991521
|
(State or other jurisdiction of
|
(I.R.S. Employer
|
incorporation or organization)
|
Identification Number)
|
Title of each class
|
Name of each exchange on which registered
|
Common Stock, $.01 par value per share
|
New York Stock Exchange
|
|
|
|
Page
|
|
|
|
PART I
|
|
|
ITEM 1.
|
||
ITEM 1A.
|
||
ITEM 1B.
|
||
ITEM 2.
|
||
ITEM 3.
|
||
ITEM 4.
|
||
|
|
|
PART II
|
|
|
ITEM 5.
|
||
ITEM 6.
|
||
ITEM 7.
|
||
ITEM 7A.
|
||
ITEM 8.
|
||
ITEM 9.
|
||
ITEM 9A.
|
||
ITEM 9B.
|
||
|
|
|
PART III
|
|
|
ITEM 10.
|
||
ITEM 11.
|
||
ITEM 12.
|
||
ITEM 13.
|
||
ITEM 14.
|
||
|
|
|
PART IV
|
|
|
ITEM 15.
|
||
|
|
|
|
||
|
||
|
Segment
|
|
Products & Services
|
|
Product and Brand Names
|
|
2013
Net Sales (in millions)
|
||
Residential Heating & Cooling
|
|
Furnaces, air conditioners, heat pumps, packaged heating and cooling systems, indoor air quality equipment, comfort control products, replacement parts
|
|
Lennox, Dave Lennox Signature, Armstrong Air, Ducane, Aire-Flo, Air-Ease, Concord, Magic-Pak, ADP Advanced Distributor Products, iComfort and Lennox PartsPlus
|
|
$
|
1,583.2
|
|
Commercial Heating & Cooling
|
|
Unitary heating and air conditioning equipment, applied systems, controls, installation and service of commercial heating and cooling equipment
|
|
Lennox, Allied Commercial, Magic-Pak, Raider, Landmark, Prodigy, Strategos, Energence and Lennox National Account Services
|
|
844.4
|
|
|
Refrigeration
|
|
Condensing units, unit coolers, fluid coolers, air cooled condensers, air handlers, process chillers, controls, compressorized racks, supermarket display cases and systems
|
|
Heatcraft Worldwide Refrigeration, Bohn, Larkin, Climate Control, Chandler Refrigeration, Kysor/Warren, Friga-Bohn, HK Refrigeration, Hyfra, Kirby and Interlink
|
|
771.5
|
|
|
|
|
|
|
Total
|
|
$
|
3,199.1
|
|
•
|
Residential Heating & Cooling - United Technologies Corp. (Carrier, Bryant, Tempstar, Comfortmaker, Heil, Arcoaire, KeepRite, Day & Night); Ingersoll-Rand plc (Trane, American Standard); Paloma Industries, Inc. (Rheem, Ruud); Johnson Controls, Inc. (York); Daikin Industries, Ltd. (Goodman, Amana); and Nortek, Inc. (Maytag, Westinghouse, Frigidaire, Tappan, Philco, Kelvinator, Gibson, Broan, NuTone).
|
•
|
Commercial Heating & Cooling - United Technologies Corp. (Carrier, ICP Commercial); Ingersoll-Rand plc (Trane); Paloma Industries, Inc. (Rheem, Ruud); Johnson Controls, Inc. (York); Daikin Industries, Ltd. (Goodman, McQuay); Nortek, Inc. (Mammoth); and AAON, Inc.
|
•
|
Refrigeration - Hussmann Corporation; Rheem Manufacturing Company (Heat Transfer Products Group); Emerson Electric Co. (Copeland); United Technologies Corp. (Carrier); GEA Group (Kuba, Searle, Goedhart); Alfa Laval; Guntner GmbH; and Panasonic Corp. (Sanyo).
|
Name
|
Age
|
Position
|
Todd M. Bluedorn
|
50
|
Chairman of the Board and Chief Executive Officer
|
Joseph W. Reitmeier
|
49
|
Executive Vice President and Chief Financial Officer
|
Douglas L. Young
|
51
|
Executive Vice President and President and Chief Operating Officer, LII Residential Heating & Cooling
|
Terry L. Johnston
|
56
|
Executive Vice President and President and Chief Operating Officer, LII North America Commercial Heating & Cooling
|
David W. Moon
|
52
|
Executive Vice President and President and Chief Operating Officer, LII Worldwide Refrigeration
|
Prakash Bedapudi
|
47
|
Executive Vice President and Chief Technology Officer
|
Daniel M. Sessa
|
49
|
Executive Vice President and Chief Human Resources Officer
|
John D. Torres
|
55
|
Executive Vice President, Chief Legal Officer and Secretary
|
Roy A. Rumbough, Jr.
|
58
|
Vice President, Controller and Chief Accounting Officer
|
Location
|
Segment
|
Type or Use of Facility
|
Approx. Sq. Ft.
(In thousands)
|
Owned/Leased
|
Marshalltown, IA
|
Residential Heating & Cooling
|
Manufacturing & Distribution
|
1,300
|
Owned & Leased
|
Orangeburg, SC
|
Residential Heating & Cooling
|
Manufacturing & Distribution
|
750
|
Owned & Leased
|
Grenada, MS
|
Residential Heating & Cooling
|
Manufacturing & Distribution
|
400
|
Leased
|
Saltillo, Mexico
|
Residential Heating & Cooling
|
Manufacturing
|
330
|
Owned
|
Columbus, OH
|
Residential Heating & Cooling
|
Distribution
|
144
|
Leased
|
McDonough, GA
|
Residential Heating & Cooling
|
Distribution
|
254
|
Leased
|
Romeoville, IL
|
Residential Heating & Cooling
|
Distribution
|
312
|
Leased
|
Brampton, Canada
|
Residential & Commercial Heating & Cooling
|
Distribution
|
129
|
Leased
|
Calgary, Canada
|
Residential & Commercial Heating & Cooling
|
Distribution
|
110
|
Leased
|
Kansas City, KS
|
Residential & Commercial Heating & Cooling
|
Distribution
|
115
|
Leased
|
Carrollton, TX
|
Residential & Commercial Heating & Cooling
|
Distribution
|
252
|
Leased
|
Eastvale, CA
|
Residential & Commercial Heating & Cooling
|
Distribution
|
377
|
Leased
|
Middletown, PA
|
Residential & Commercial Heating & Cooling
|
Distribution
|
130
|
Leased
|
Stuttgart, AR
|
Commercial Heating & Cooling
|
Manufacturing
|
750
|
Owned
|
Longvic, France
|
Commercial Heating & Cooling
|
Manufacturing
|
133
|
Owned
|
Burgos, Spain
|
Commercial Heating & Cooling & Refrigeration
|
Manufacturing
|
140
|
Owned
|
Genas, France
|
Commercial Heating & Cooling & Refrigeration
|
Manufacturing, Distribution & Offices
|
190
|
Owned
|
Mions, France
|
Commercial Heating & Cooling & Refrigeration
|
Research & Development
|
129
|
Owned
|
Tifton, GA
|
Refrigeration
|
Manufacturing
|
570
|
Owned & Leased
|
Stone Mountain, GA
|
Refrigeration
|
Manufacturing & Business Unit Headquarters
|
120
|
Owned
|
Columbus, GA
|
Refrigeration
|
Manufacturing, Warehousing & Offices
|
550
|
Owned & Leased
|
Midland, GA
|
Refrigeration
|
Warehousing & Offices
|
138
|
Leased
|
Milperra, Australia
|
Refrigeration
|
Business Unit Headquarters & Distribution
|
415
|
Owned
|
Mt. Wellington, New Zealand
|
Refrigeration
|
Distribution & Offices
|
110
|
Owned
|
San Jose dos Campos, Brazil
|
Refrigeration
|
Manufacturing, Warehousing & Offices
|
148
|
Owned
|
Krunkel, Germany
|
Refrigeration
|
Manufacturing, Distribution & Offices
|
52
|
Owned
|
Wuxi, China
|
Refrigeration
|
Manufacturing
|
142
|
Owned & Leased
|
Carrollton, TX
|
Corporate and other
|
Research & Development
|
294
|
Owned
|
Richardson, TX
|
Corporate and other
|
Corporate Headquarters
|
357
|
Owned & Leased
|
|
Price Range per Common Share
|
||||||||||||||
|
2013
|
|
2012
|
||||||||||||
|
High
|
|
Low
|
|
High
|
|
Low
|
||||||||
First Quarter
|
$
|
65.50
|
|
|
$
|
53.77
|
|
|
$
|
42.81
|
|
|
$
|
33.81
|
|
Second Quarter
|
65.96
|
|
|
59.26
|
|
|
46.78
|
|
|
36.77
|
|
||||
Third Quarter
|
75.77
|
|
|
64.63
|
|
|
51.30
|
|
|
41.70
|
|
||||
Fourth Quarter
|
86.14
|
|
|
70.05
|
|
|
54.20
|
|
|
44.97
|
|
|
Dividends per
Common Share
|
||||||
|
2013
|
|
2012
|
||||
First Quarter
|
$
|
0.20
|
|
|
$
|
0.18
|
|
Second Quarter
|
0.24
|
|
|
0.18
|
|
||
Third Quarter
|
0.24
|
|
|
0.20
|
|
||
Fourth Quarter
|
0.24
|
|
|
0.20
|
|
||
Fiscal Year
|
$
|
0.92
|
|
|
$
|
0.76
|
|
|
Total Shares Purchased
(1)
|
|
Average Price Paid per Share (including fees)
|
|
Shares Purchased As Part of Publicly Announced Plans
|
|
Approximate Dollar Value of Shares that may yet be Purchased Under the Plans
(in millions)
|
||||||
October 1 through October 31
(2)
|
611,129
|
|
|
$
|
76.15
|
|
|
607,400
|
|
|
$
|
246.2
|
|
November 1 through November 30
|
4,123
|
|
|
80.36
|
|
|
—
|
|
|
246.2
|
|
||
December 1 through December 31
(3)
|
44,261
|
|
|
82.35
|
|
|
—
|
|
|
246.2
|
|
||
|
659,513
|
|
|
|
|
607,400
|
|
|
|
|
For the Years Ended December 31,
|
||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
Statements of Operations Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Sales
|
$
|
3,199.1
|
|
|
$
|
2,949.4
|
|
|
$
|
2,840.9
|
|
|
$
|
2,585.2
|
|
|
$
|
2,377.6
|
|
Operational Income From Continuing Operations
|
289.0
|
|
|
219.1
|
|
|
184.4
|
|
|
204.5
|
|
|
122.6
|
|
|||||
Income From Continuing Operations
|
179.9
|
|
|
135.0
|
|
|
111.5
|
|
|
125.9
|
|
|
70.0
|
|
|||||
Net Income
|
171.8
|
|
|
90.0
|
|
|
88.3
|
|
|
116.2
|
|
|
51.1
|
|
|||||
Basic Earnings Per Share From Continuing Operations
|
3.61
|
|
|
2.66
|
|
|
2.12
|
|
|
2.31
|
|
|
1.26
|
|
|||||
Diluted Earnings Per Share From Continuing Operations
|
3.55
|
|
|
2.63
|
|
|
2.09
|
|
|
2.26
|
|
|
1.24
|
|
|||||
Cash Dividends Declared Per Share
|
0.92
|
|
|
0.76
|
|
|
0.72
|
|
|
0.60
|
|
|
0.56
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Other Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital Expenditures
(1)
|
$
|
78.3
|
|
|
$
|
50.2
|
|
|
$
|
41.4
|
|
|
$
|
43.1
|
|
|
$
|
57.4
|
|
Research and Development Expenses
(1)
|
53.7
|
|
|
49.5
|
|
|
47.0
|
|
|
46.4
|
|
|
45.5
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance Sheet Data at Period End:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Assets
|
$
|
1,626.7
|
|
|
$
|
1,691.9
|
|
|
$
|
1,705.7
|
|
|
$
|
1,692.0
|
|
|
$
|
1,543.9
|
|
Total Debt
|
400.4
|
|
|
386.6
|
|
|
465.1
|
|
|
319.0
|
|
|
231.5
|
|
|||||
Stockholders' Equity
|
485.7
|
|
|
498.3
|
|
|
467.8
|
|
|
589.7
|
|
|
604.4
|
|
•
|
Net sales increased $250 million, or 8%, to
$3,199 million
in 2013 from
$2,949 million
in 2012.
|
•
|
Operational income from continuing operations in 2013 was
$289 million
compared to
$219 million
in 2012. The increase was primarily due to higher volumes, higher margins from improved price and mix and material cost savings.
|
•
|
Net income in 2013 increased to
$172 million
from
$90 million
in 2012.
|
•
|
Diluted earnings per share from continuing operations were
$3.55
per share in 2013 compared to
$2.63
per share in 2012.
|
•
|
We generated
$210 million
of cash flow from operating activities in 2013 compared to
$221 million
in 2012.
|
•
|
In 2013, we returned
$125 million
to shareholders through share repurchases and
$34 million
through dividend payments.
|
|
For the Years Ended December 31,
|
|||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|||||||||||||||
|
Dollars
|
|
Percent
|
|
Dollars
|
|
Percent
|
|
Dollars
|
|
Percent
|
|||||||||
Net sales
|
$
|
3,199.1
|
|
|
100.0
|
%
|
|
$
|
2,949.4
|
|
|
100.0
|
%
|
|
$
|
2,840.9
|
|
|
100.0
|
%
|
Cost of goods sold
|
2,337.9
|
|
|
73.1
|
%
|
|
2,227.1
|
|
|
75.5
|
%
|
|
2,171.0
|
|
|
76.4
|
%
|
|||
Gross profit
|
861.2
|
|
|
26.9
|
%
|
|
722.3
|
|
|
24.5
|
%
|
|
669.9
|
|
|
23.6
|
%
|
|||
Selling, general and administrative expenses
|
570.1
|
|
|
17.8
|
%
|
|
507.0
|
|
|
17.2
|
%
|
|
476.9
|
|
|
16.8
|
%
|
|||
Losses and other expenses, net
|
9.3
|
|
|
0.3
|
%
|
|
2.5
|
|
|
0.1
|
%
|
|
5.7
|
|
|
0.2
|
%
|
|||
Restructuring charges
|
5.0
|
|
|
0.2
|
%
|
|
4.2
|
|
|
0.1
|
%
|
|
12.5
|
|
|
0.4
|
%
|
|||
Income from equity method investments
|
(12.2
|
)
|
|
(0.4
|
)%
|
|
(10.5
|
)
|
|
(0.4
|
)%
|
|
(9.6
|
)
|
|
(0.3
|
)%
|
|||
Operational income from continuing operations
|
$
|
289.0
|
|
|
9.0
|
%
|
|
$
|
219.1
|
|
|
7.4
|
%
|
|
$
|
184.4
|
|
|
6.5
|
%
|
Loss from discontinued operations
|
(8.1
|
)
|
|
(0.3
|
)%
|
|
(45.0
|
)
|
|
(1.5
|
)%
|
|
(23.2
|
)
|
|
(0.8
|
)%
|
|||
Net income
|
$
|
171.8
|
|
|
5.4
|
%
|
|
$
|
90.0
|
|
|
3.1
|
%
|
|
$
|
88.3
|
|
|
3.1
|
%
|
|
For the Years Ended December 31,
|
|||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|||||||||||||||
|
Dollars
|
|
Percent
|
|
Dollars
|
|
Percent
|
|
Dollars
|
|
Percent
|
|||||||||
Net Sales by Geographic Market:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
U.S.
|
$
|
2,382.0
|
|
|
74.5
|
%
|
|
$
|
2,147.2
|
|
|
72.8
|
%
|
|
$
|
2,018.1
|
|
|
71.0
|
%
|
Canada
|
232.3
|
|
|
7.2
|
|
|
226.7
|
|
|
7.7
|
|
|
219.2
|
|
|
7.8
|
|
|||
International
|
584.8
|
|
|
18.3
|
|
|
575.5
|
|
|
19.5
|
|
|
603.6
|
|
|
21.2
|
|
|||
Total net sales
|
$
|
3,199.1
|
|
|
100.0
|
%
|
|
$
|
2,949.4
|
|
|
100.0
|
%
|
|
$
|
2,840.9
|
|
|
100.0
|
%
|
|
For the Years Ended December 31,
|
||||||
|
2013
|
|
2012
|
||||
Realized losses on settled futures contracts
|
$
|
1.0
|
|
|
$
|
1.5
|
|
Foreign currency exchange losses
|
0.5
|
|
|
0.8
|
|
||
Losses (gains) on disposal of fixed assets
|
(1.0
|
)
|
|
0.4
|
|
||
Net change in unrealized losses (gains) on unsettled futures contracts
|
0.4
|
|
|
(2.2
|
)
|
||
Special legal contingency charges
|
1.2
|
|
|
1.2
|
|
||
Asbestos-related litigation
|
6.3
|
|
|
—
|
|
||
Other items, net
|
0.9
|
|
|
0.8
|
|
||
Losses and other expenses, net
|
$
|
9.3
|
|
|
$
|
2.5
|
|
|
For the Years Ended December 31,
|
|
|
|
|
|||||||||
|
2013
|
|
2012
|
|
Difference
|
|
% Change
|
|||||||
Net sales
|
$
|
1,583.2
|
|
|
$
|
1,375.8
|
|
|
$
|
207.4
|
|
|
15.1
|
%
|
Profit
|
$
|
180.1
|
|
|
$
|
102.9
|
|
|
$
|
77.2
|
|
|
75.0
|
%
|
% of net sales
|
11.4
|
%
|
|
7.5
|
%
|
|
|
|
|
|
For the Years Ended December 31,
|
|
|
|
|
|||||||||
|
2013
|
|
2012
|
|
Difference
|
|
% Change
|
|||||||
Net sales
|
$
|
844.4
|
|
|
$
|
785.4
|
|
|
$
|
59.0
|
|
|
7.5
|
%
|
Profit
|
$
|
118.1
|
|
|
$
|
99.5
|
|
|
$
|
18.6
|
|
|
18.7
|
%
|
% of net sales
|
14.0
|
%
|
|
12.7
|
%
|
|
|
|
|
|
For the Years Ended December 31,
|
|
|
|
|
|||||||||
|
2013
|
|
2012
|
|
Difference
|
|
% Change
|
|||||||
Net sales
|
$
|
771.5
|
|
|
$
|
788.2
|
|
|
$
|
(16.7
|
)
|
|
(2.1
|
)%
|
Profit
|
$
|
90.2
|
|
|
$
|
81.9
|
|
|
$
|
8.3
|
|
|
10.1
|
%
|
% of net sales
|
11.7
|
%
|
|
10.4
|
%
|
|
|
|
|
|
For the Years Ended December 31,
|
||||||
|
2012
|
|
2011
|
||||
Realized losses (gains) on settled futures contracts
|
$
|
1.5
|
|
|
$
|
(0.1
|
)
|
Foreign currency exchange losses
|
0.8
|
|
|
1.4
|
|
||
Losses (gains) on disposal of fixed assets
|
0.4
|
|
|
(0.8
|
)
|
||
Net change in unrealized losses (gains) on unsettled futures contracts
|
(2.2
|
)
|
|
3.8
|
|
||
Acquisition expenses
|
0.1
|
|
|
1.0
|
|
||
Special legal contingency charges
|
1.2
|
|
|
—
|
|
||
Other items, net
|
0.7
|
|
|
0.4
|
|
||
Losses and other expenses, net
|
$
|
2.5
|
|
|
$
|
5.7
|
|
|
Years Ended December 31,
|
|
|
|
|
|||||||||
|
2012
|
|
2011
|
|
Difference
|
|
% Change
|
|||||||
Net sales
|
$
|
1,375.8
|
|
|
$
|
1,259.5
|
|
|
$
|
116.3
|
|
|
9.2
|
%
|
Profit
|
$
|
102.9
|
|
|
$
|
87.6
|
|
|
$
|
15.3
|
|
|
17.5
|
%
|
% of net sales
|
7.5
|
%
|
|
7.0
|
%
|
|
|
|
|
|
Years Ended December 31,
|
|
|
|
|
|||||||||
|
2012
|
|
2011
|
|
Difference
|
|
% Change
|
|||||||
Net sales
|
$
|
785.4
|
|
|
$
|
776.2
|
|
|
$
|
9.2
|
|
|
1.2
|
%
|
Profit
|
$
|
99.5
|
|
|
$
|
87.6
|
|
|
$
|
11.9
|
|
|
13.6
|
%
|
% of net sales
|
12.7
|
%
|
|
11.3
|
%
|
|
|
|
|
|
Years Ended December 31,
|
|
|
|
|
|||||||||
|
2012
|
|
2011
|
|
Difference
|
|
% Change
|
|||||||
Net sales
|
$
|
788.2
|
|
|
$
|
805.2
|
|
|
$
|
(17.0
|
)
|
|
(2.1
|
)%
|
Profit
|
$
|
81.9
|
|
|
$
|
77.5
|
|
|
$
|
4.4
|
|
|
5.7
|
%
|
% of net sales
|
10.4
|
%
|
|
9.6
|
%
|
|
|
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Net cash provided by operating activities
|
$
|
210.3
|
|
|
$
|
221.4
|
|
|
$
|
76.2
|
|
Net cash used in investing activities
|
(67.3
|
)
|
|
(40.4
|
)
|
|
(177.8
|
)
|
|||
Net cash used in financing activities
|
(150.2
|
)
|
|
(180.1
|
)
|
|
(11.9
|
)
|
|
Maximum Capacity
|
|
Outstanding Borrowings
|
|
Available for Future Borrowings
|
||||||
Short-Term Debt:
|
|
|
|
|
|
||||||
Foreign Obligations
|
$
|
29.7
|
|
|
$
|
5.9
|
|
|
$
|
23.8
|
|
Asset Securitization Program
(1)
|
160.0
|
|
|
160.0
|
|
|
—
|
|
|||
Total short-term debt
|
189.7
|
|
|
165.9
|
|
|
23.8
|
|
|||
Current Maturities:
|
|
|
|
|
|
||||||
Capital lease obligations
|
1.3
|
|
|
1.3
|
|
|
—
|
|
|||
Long-Term Debt:
|
|
|
|
|
|
||||||
Capital lease obligations
|
16.2
|
|
|
16.2
|
|
|
—
|
|
|||
Domestic revolving credit facility
(2)
|
650.0
|
|
|
17.0
|
|
|
599.5
|
|
|||
Senior unsecured notes
|
200.0
|
|
|
200.0
|
|
|
—
|
|
|||
Total long-term debt
|
866.2
|
|
|
233.2
|
|
|
599.5
|
|
|||
Total debt
|
$
|
1,057.2
|
|
|
$
|
400.4
|
|
|
$
|
623.3
|
|
(1)
|
In November 2013, we amended the Asset Securitization Program ("ASP"), extending its term to November 14, 2014 and increasing the maximum securitization amount from $160.0 million to a range of $160.0 million to $220.0 million, depending on the period. The maximum capacity of the ASP is the lesser of the maximum securitization amount or 100% of the net pool balance less reserves, as defined under the ASP.
|
(2)
|
The available future borrowings on our domestic revolving credit facility are reduced by
$33.5 million
in outstanding standby letters of credit. We had an additional
$26.0 million
in standby letters of credit with other banks.
|
Consolidated Indebtedness to Adjusted EBITDA Ratio no greater than
|
3.5 : 1.0
|
Cash Flow to Net Interest Expense Ratio no less than
|
3.0 : 1.0
|
•
|
We fail to pay any principal or interest when due on any other indebtedness or receivables securitization of at least $75.0 million; or
|
•
|
We are in default in the performance of, or compliance with any term of any other indebtedness or receivables securitization in an aggregate principal amount of at least $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.
|
|
Payments Due by Period
|
||||||||||||||||||
|
Total
|
|
1 Year or Less
|
|
1 - 3 Years
|
|
3 - 5 Years
|
|
More than 5 Years
|
||||||||||
Total long-term debt obligations
(1)
|
$
|
400.4
|
|
|
$
|
167.2
|
|
|
$
|
18.9
|
|
|
$
|
202.6
|
|
|
$
|
11.7
|
|
Estimated interest payments on debt obligations
|
38.7
|
|
|
13.8
|
|
|
20.2
|
|
|
4.2
|
|
|
0.5
|
|
|||||
Operating leases
|
137.4
|
|
|
40.1
|
|
|
52.4
|
|
|
31.8
|
|
|
13.1
|
|
|||||
Uncertain tax positions
(2)
|
1.6
|
|
|
1.3
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|||||
Purchase obligations
(3)
|
38.1
|
|
|
34.7
|
|
|
3.4
|
|
|
—
|
|
|
—
|
|
|||||
Total contractual obligations
|
$
|
616.2
|
|
|
$
|
257.1
|
|
|
$
|
95.2
|
|
|
$
|
238.6
|
|
|
$
|
25.3
|
|
Level 2 -
|
Quoted prices for
similar
instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are
observable
in active markets at the measurement date and for the anticipated term of the instrument.
|
Level 3
-
|
Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are
unobservable
inputs that reflect the reporting entity's own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances.
|
Notional amount (pounds of aluminum and copper)
|
27.6
|
|
|
Carrying amount and fair value of net liability
|
$
|
1.0
|
|
Change in fair value from 10% change in forward prices
|
$
|
8.7
|
|
•
|
Product warranties and product-related contingencies;
|
•
|
Self-insurance expense;
|
•
|
Pension benefits;
|
•
|
Derivative accounting; and
|
•
|
Goodwill and intangible assets.
|
|
25 Basis Point Decrease in Long-Term Rate of Return
|
|
25 Basis Point Decrease in Discount Rate
|
||||
Increase to net periodic benefit cost for U.S. pension plans
|
$
|
0.6
|
|
|
$
|
0.5
|
|
Increase to the pension benefit obligations for U.S. pension plans
|
n/a
|
|
|
11.0
|
|
LENNOX INTERNATIONAL INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In millions, except shares and par values)
|
|||||||
|
As of December 31,
|
||||||
|
2013
|
|
2012
|
||||
ASSETS
|
|||||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
38.0
|
|
|
$
|
51.8
|
|
Accounts and notes receivable, net of allowances of $9.8 and $9.5 in 2013 and 2012, respectively
|
408.1
|
|
|
373.4
|
|
||
Inventories, net
|
378.8
|
|
|
374.8
|
|
||
Deferred income taxes, net
|
24.5
|
|
|
27.5
|
|
||
Other assets
|
53.0
|
|
|
61.0
|
|
||
Assets of discontinued operations
|
—
|
|
|
98.6
|
|
||
Total current assets
|
902.4
|
|
|
987.1
|
|
||
Property, plant and equipment, net
|
335.5
|
|
|
298.2
|
|
||
Goodwill
|
216.8
|
|
|
223.8
|
|
||
Deferred income taxes
|
88.5
|
|
|
102.8
|
|
||
Other assets, net
|
83.5
|
|
|
80.0
|
|
||
Total assets
|
$
|
1,626.7
|
|
|
$
|
1,691.9
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|||||||
Current Liabilities:
|
|
|
|
||||
Short-term debt
|
$
|
165.9
|
|
|
$
|
34.9
|
|
Current maturities of long-term debt
|
1.3
|
|
|
0.7
|
|
||
Accounts payable
|
283.1
|
|
|
284.7
|
|
||
Accrued expenses
|
232.1
|
|
|
220.0
|
|
||
Income taxes payable
|
31.6
|
|
|
4.5
|
|
||
Liabilities of discontinued operations
|
—
|
|
|
55.2
|
|
||
Total current liabilities
|
714.0
|
|
|
600.0
|
|
||
Long-term debt
|
233.2
|
|
|
351.0
|
|
||
Post-retirement benefits, other than pensions
|
4.6
|
|
|
6.1
|
|
||
Pensions
|
70.0
|
|
|
134.4
|
|
||
Other liabilities
|
119.2
|
|
|
102.1
|
|
||
Total liabilities
|
1,141.0
|
|
|
1,193.6
|
|
||
Commitments and contingencies
|
|
|
|
|
|
||
Stockholders' equity
|
|
|
|
||||
Preferred stock, $.01 par value, 25,000,000 shares authorized, no shares issued or outstanding
|
—
|
|
|
—
|
|
||
Common stock, $.01 par value, 200,000,000 shares authorized, 87,170,197 shares issued
|
0.9
|
|
|
0.9
|
|
||
Additional paid-in capital
|
912.7
|
|
|
898.3
|
|
||
Retained earnings
|
870.5
|
|
|
744.4
|
|
||
Accumulated other comprehensive loss
|
(61.1
|
)
|
|
(22.3
|
)
|
||
Treasury stock, at cost, 38,066,794 shares and 36,937,632 shares for 2013 and 2012, respectively
|
(1,238.1
|
)
|
|
(1,124.5
|
)
|
||
Noncontrolling interests
|
0.8
|
|
|
1.5
|
|
||
Total stockholders’ equity
|
485.7
|
|
|
498.3
|
|
||
Total liabilities and stockholders' equity
|
$
|
1,626.7
|
|
|
$
|
1,691.9
|
|
LENNOX INTERNATIONAL INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except per share data)
|
|||||||||||
|
For the Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Net sales
|
$
|
3,199.1
|
|
|
$
|
2,949.4
|
|
|
$
|
2,840.9
|
|
Cost of goods sold
|
2,337.9
|
|
|
2,227.1
|
|
|
2,171.0
|
|
|||
Gross profit
|
861.2
|
|
|
722.3
|
|
|
669.9
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Selling, general and administrative expenses
|
570.1
|
|
|
507.0
|
|
|
476.9
|
|
|||
Losses and other expenses, net
|
9.3
|
|
|
2.5
|
|
|
5.7
|
|
|||
Restructuring charges
|
5.0
|
|
|
4.2
|
|
|
12.5
|
|
|||
Income from equity method investments
|
(12.2
|
)
|
|
(10.5
|
)
|
|
(9.6
|
)
|
|||
Operational income from continuing operations
|
289.0
|
|
|
219.1
|
|
|
184.4
|
|
|||
Interest expense, net
|
14.5
|
|
|
17.1
|
|
|
16.8
|
|
|||
Other expense, net
|
0.2
|
|
|
0.3
|
|
|
0.3
|
|
|||
Income from continuing operations before income taxes
|
274.3
|
|
|
201.7
|
|
|
167.3
|
|
|||
Provision for income taxes
|
94.4
|
|
|
66.7
|
|
|
55.8
|
|
|||
Income from continuing operations
|
179.9
|
|
|
135.0
|
|
|
111.5
|
|
|||
Discontinued operations:
|
|
|
|
|
|
||||||
Loss from discontinued operations before income taxes
|
(13.3
|
)
|
|
(64.9
|
)
|
|
(36.7
|
)
|
|||
Benefit from income taxes
|
(5.2
|
)
|
|
(19.9
|
)
|
|
(13.5
|
)
|
|||
Loss from discontinued operations
|
(8.1
|
)
|
|
(45.0
|
)
|
|
(23.2
|
)
|
|||
Net income
|
$
|
171.8
|
|
|
$
|
90.0
|
|
|
$
|
88.3
|
|
|
|
|
|
|
|
||||||
Earnings per share – Basic:
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
3.61
|
|
|
$
|
2.66
|
|
|
$
|
2.12
|
|
Loss from discontinued operations
|
(0.16
|
)
|
|
(0.89
|
)
|
|
(0.44
|
)
|
|||
Net income
|
$
|
3.45
|
|
|
$
|
1.77
|
|
|
$
|
1.68
|
|
|
|
|
|
|
|
||||||
Earnings per share – Diluted:
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
3.55
|
|
|
$
|
2.63
|
|
|
$
|
2.09
|
|
Loss from discontinued operations
|
(0.16
|
)
|
|
(0.88
|
)
|
|
(0.44
|
)
|
|||
Net income
|
$
|
3.39
|
|
|
$
|
1.75
|
|
|
$
|
1.65
|
|
|
|
|
|
|
|
||||||
Average shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
49.8
|
|
|
50.7
|
|
|
52.5
|
|
|||
Diluted
|
50.6
|
|
|
51.4
|
|
|
53.4
|
|
|||
|
|
|
|
|
|
||||||
Cash dividends declared per share
|
$
|
0.92
|
|
|
$
|
0.76
|
|
|
$
|
0.72
|
|
LENNOX INTERNATIONAL INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In millions)
|
|||||||||||
|
For the Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Net income
|
$
|
171.8
|
|
|
$
|
90.0
|
|
|
$
|
88.3
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
(30.7
|
)
|
|
14.8
|
|
|
(17.7
|
)
|
|||
Reclassification of foreign currency translation adjustments into earnings
|
(41.1
|
)
|
|
(3.7
|
)
|
|
—
|
|
|||
Net change in pension and post-retirement benefit liabilities
|
56.7
|
|
|
(24.1
|
)
|
|
(46.2
|
)
|
|||
Change in fair value of available-for-sale marketable equity securities
|
(6.8
|
)
|
|
1.9
|
|
|
(8.6
|
)
|
|||
Net change in fair value of cash flow hedges
|
(6.8
|
)
|
|
5.2
|
|
|
(16.6
|
)
|
|||
Reclassification of pension and post-retirement benefit losses into earnings
|
9.5
|
|
|
14.9
|
|
|
8.4
|
|
|||
Reclassification of cash flow hedge losses (gains) into earnings
|
4.2
|
|
|
7.9
|
|
|
(9.6
|
)
|
|||
Other comprehensive income (loss) before taxes
|
(15.0
|
)
|
|
16.9
|
|
|
(90.3
|
)
|
|||
Tax (expense) benefit
|
(23.8
|
)
|
|
(2.1
|
)
|
|
23.0
|
|
|||
Other comprehensive income (loss), net of tax
|
(38.8
|
)
|
|
14.8
|
|
|
(67.3
|
)
|
|||
Comprehensive income
|
$
|
133.0
|
|
|
$
|
104.8
|
|
|
$
|
21.0
|
|
|
Common Stock Issued
|
|
Additional Paid-In Capital
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Treasury Stock at Cost
|
|
Non-controlling Interests
|
|
Total Stockholders' Equity
|
||||||||||||||||||||
|
Shares
|
|
Amount
|
|
|
Shares
|
|
Amount
|
|
|
|||||||||||||||||||||||
Balance as of December 31, 2010
|
86.5
|
|
|
$
|
0.9
|
|
|
$
|
863.5
|
|
|
$
|
642.2
|
|
|
$
|
30.2
|
|
|
32.8
|
|
|
$
|
(947.1
|
)
|
|
$
|
1.2
|
|
|
$
|
590.9
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
88.3
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
88.3
|
|
||||||||
Dividends, $0.72 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
(37.6
|
)
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
(37.6
|
)
|
||||||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17.7
|
)
|
|
|
|
—
|
|
|
—
|
|
|
(17.7
|
)
|
||||||||
Pension and post-retirement liability changes, net of tax benefit of $13.5
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24.3
|
)
|
|
|
|
—
|
|
|
—
|
|
|
(24.3
|
)
|
||||||||
Change in fair value of available-for-sale marketable equity securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8.6
|
)
|
|
|
|
—
|
|
|
—
|
|
|
(8.6
|
)
|
||||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
13.7
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
13.7
|
|
||||||||
Change in cash flow hedges, net of tax benefit of $9.5
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16.7
|
)
|
|
|
|
—
|
|
|
—
|
|
|
(16.7
|
)
|
||||||||
Common stock issued
|
0.4
|
|
|
—
|
|
|
2.5
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
2.5
|
|
||||||||
Treasury stock purchases
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.3
|
|
|
(123.0
|
)
|
|
—
|
|
|
(123.0
|
)
|
|||||||
Tax benefits of stock-based compensation
|
—
|
|
|
—
|
|
|
1.5
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
1.5
|
|
||||||||
Balance as of December 31, 2011
|
86.9
|
|
|
0.9
|
|
|
881.2
|
|
|
692.9
|
|
|
(37.1
|
)
|
|
36.1
|
|
|
(1,070.1
|
)
|
|
1.2
|
|
|
469.0
|
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
90.0
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
90.0
|
|
||||||||
Dividends, $0.76 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
(38.5
|
)
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
(38.5
|
)
|
||||||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11.1
|
|
|
|
|
—
|
|
|
0.3
|
|
|
11.4
|
|
||||||||
Pension and post-retirement liability changes, net of tax benefit of $2.7
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6.5
|
)
|
|
|
|
—
|
|
|
—
|
|
|
(6.5
|
)
|
||||||||
Change in fair value of available-for-sale marketable equity securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.9
|
|
|
|
|
—
|
|
|
—
|
|
|
1.9
|
|
||||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
16.3
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
16.3
|
|
||||||||
Change in cash flow hedges, net of tax expense of $4.8
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8.3
|
|
|
|
|
—
|
|
|
—
|
|
|
8.3
|
|
||||||||
Common stock issued
|
0.3
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
||||||||
Treasury stock purchases
|
—
|
|
|
—
|
|
|
(2.9
|
)
|
|
—
|
|
|
—
|
|
|
0.8
|
|
|
(54.4
|
)
|
|
—
|
|
|
(57.3
|
)
|
|||||||
Tax benefits of stock-based compensation
|
—
|
|
|
—
|
|
|
3.5
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
3.5
|
|
||||||||
Balance as of December 31, 2012
|
87.2
|
|
|
0.9
|
|
|
898.3
|
|
|
744.4
|
|
|
(22.3
|
)
|
|
36.9
|
|
|
(1,124.5
|
)
|
|
1.5
|
|
|
498.3
|
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
171.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
171.8
|
|
|||||||
Dividends, $0.92 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
(45.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(45.7
|
)
|
|||||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(71.8
|
)
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
(72.0
|
)
|
|||||||
Pension and post-retirement liability changes, net of tax expense of $24.7
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
41.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
41.5
|
|
|||||||
Change in fair value of available-for-sale marketable equity securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6.8
|
)
|
|||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
29.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29.5
|
|
|||||||
Change in cash flow hedges, net of tax benefit of $1.0
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.7
|
)
|
|||||||
Treasury shares reissued for common stock
|
—
|
|
|
—
|
|
|
(3.9
|
)
|
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
|
5.7
|
|
|
—
|
|
|
1.8
|
|
|||||||
Additional investment in subsidiary
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
|
(0.5
|
)
|
|||||||
Treasury stock purchases
|
—
|
|
|
—
|
|
|
(17.7
|
)
|
|
—
|
|
|
—
|
|
|
1.7
|
|
|
(119.3
|
)
|
|
—
|
|
|
(137.0
|
)
|
|||||||
Tax benefits of stock-based compensation
|
—
|
|
|
—
|
|
|
6.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6.5
|
|
|||||||
Balance as of December 31, 2013
|
87.2
|
|
|
$
|
0.9
|
|
|
$
|
912.7
|
|
|
$
|
870.5
|
|
|
$
|
(61.1
|
)
|
|
38.1
|
|
|
$
|
(1,238.1
|
)
|
|
$
|
0.8
|
|
|
$
|
485.7
|
|
LENNOX INTERNATIONAL INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 2013, 2012 and 2011
(In millions)
|
|||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
171.8
|
|
|
$
|
90.0
|
|
|
$
|
88.3
|
|
Net loss from discontinued operations
|
8.1
|
|
|
45.0
|
|
|
23.2
|
|
|||
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Income from equity method investments
|
(12.2
|
)
|
|
(10.5
|
)
|
|
(9.6
|
)
|
|||
Dividends from affiliates
|
10.3
|
|
|
9.3
|
|
|
11.0
|
|
|||
Restructuring expenses, net of cash paid
|
0.1
|
|
|
0.1
|
|
|
(0.4
|
)
|
|||
Provision for bad debts
|
3.6
|
|
|
3.9
|
|
|
4.3
|
|
|||
Unrealized losses (gains) on derivative contracts
|
0.3
|
|
|
(1.0
|
)
|
|
2.9
|
|
|||
Stock-based compensation expense
|
29.3
|
|
|
15.2
|
|
|
13.7
|
|
|||
Depreciation and amortization
|
58.9
|
|
|
55.4
|
|
|
56.6
|
|
|||
Deferred income taxes
|
3.5
|
|
|
(2.7
|
)
|
|
—
|
|
|||
Pension costs in excess of (less than) contributions
|
1.7
|
|
|
(15.1
|
)
|
|
(0.1
|
)
|
|||
Other items, net
|
4.5
|
|
|
2.1
|
|
|
2.8
|
|
|||
Changes in assets and liabilities, net of effects of acquisitions and divestitures:
|
|
|
|
|
|
||||||
Accounts and notes receivable
|
(49.0
|
)
|
|
13.3
|
|
|
(3.0
|
)
|
|||
Inventories
|
(19.5
|
)
|
|
(55.8
|
)
|
|
(29.6
|
)
|
|||
Other current assets
|
(16.3
|
)
|
|
(1.5
|
)
|
|
1.4
|
|
|||
Accounts payable
|
(10.9
|
)
|
|
37.1
|
|
|
(3.9
|
)
|
|||
Accrued expenses
|
15.4
|
|
|
35.8
|
|
|
(41.7
|
)
|
|||
Income taxes payable and receivable
|
21.9
|
|
|
18.2
|
|
|
(11.4
|
)
|
|||
Other, net
|
4.4
|
|
|
(2.2
|
)
|
|
(2.2
|
)
|
|||
Net cash used in discontinued operations
|
(15.6
|
)
|
|
(15.2
|
)
|
|
(26.1
|
)
|
|||
Net cash provided by operating activities
|
210.3
|
|
|
221.4
|
|
|
76.2
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Proceeds from the disposal of property, plant and equipment
|
2.4
|
|
|
0.1
|
|
|
0.2
|
|
|||
Purchases of property, plant and equipment
|
(78.3
|
)
|
|
(50.2
|
)
|
|
(41.4
|
)
|
|||
Net proceeds from sale of businesses
|
8.6
|
|
|
10.1
|
|
|
0.6
|
|
|||
Acquisition of businesses
|
—
|
|
|
—
|
|
|
(147.7
|
)
|
|||
Change in restricted cash
|
—
|
|
|
—
|
|
|
12.2
|
|
|||
Net cash used in discontinued operations
|
—
|
|
|
(0.4
|
)
|
|
(1.7
|
)
|
|||
Net cash used in investing activities
|
(67.3
|
)
|
|
(40.4
|
)
|
|
(177.8
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Short-term borrowings, net
|
2.0
|
|
|
0.2
|
|
|
3.8
|
|
|||
Asset securitization borrowings
|
330.0
|
|
|
645.0
|
|
|
345.0
|
|
|||
Asset securitization payments
|
(200.0
|
)
|
|
(615.0
|
)
|
|
(345.0
|
)
|
|||
Long-term debt payments
|
(1.0
|
)
|
|
(1.1
|
)
|
|
(0.9
|
)
|
|||
Borrowings from revolving credit facility
|
1,425.5
|
|
|
967.0
|
|
|
1,539.5
|
|
|||
Payments on revolving credit facility
|
(1,543.5
|
)
|
|
(1,075.0
|
)
|
|
(1,396.5
|
)
|
|||
Payments of deferred financing costs
|
—
|
|
|
—
|
|
|
(2.2
|
)
|
|||
Additional investment in subsidiary
|
(0.5
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from employee stock purchases
|
1.8
|
|
|
0.8
|
|
|
2.5
|
|
|||
Repurchases of common stock
|
(125.0
|
)
|
|
(50.1
|
)
|
|
(119.7
|
)
|
|||
Repurchases of common stock to satisfy employee withholding tax obligations
|
(12.0
|
)
|
|
(7.8
|
)
|
|
(3.3
|
)
|
|||
Excess tax benefits related to share-based payments
|
6.5
|
|
|
3.5
|
|
|
1.4
|
|
|||
Cash dividends paid
|
(34.0
|
)
|
|
(47.6
|
)
|
|
(36.5
|
)
|
|||
Net cash used in financing activities
|
(150.2
|
)
|
|
(180.1
|
)
|
|
(11.9
|
)
|
|||
Increase (decrease) in cash and cash equivalents
|
(7.2
|
)
|
|
0.9
|
|
|
(113.5
|
)
|
|||
Effect of exchange rates on cash and cash equivalents
|
(6.6
|
)
|
|
5.9
|
|
|
(1.5
|
)
|
|||
Cash and cash equivalents, beginning of year
|
51.8
|
|
|
45.0
|
|
|
160.0
|
|
|||
Cash and cash equivalents, end of year
|
$
|
38.0
|
|
|
$
|
51.8
|
|
|
$
|
45.0
|
|
|
|
|
|
|
|
||||||
Supplementary disclosures of cash flow information:
|
|
|
|
|
|
||||||
Cash paid during the year for:
|
|
|
|
|
|
||||||
Interest, net
|
$
|
15.7
|
|
|
$
|
18.2
|
|
|
$
|
17.8
|
|
Income taxes (net of refunds)
|
$
|
56.8
|
|
|
$
|
30.1
|
|
|
$
|
49.5
|
|
Buildings and improvements:
|
|
Buildings and improvements
|
10 to 30 years
|
Leasehold improvements
|
2 to 20 years
|
Machinery and equipment:
|
|
Computer hardware
|
3 to 5 years
|
Computer software
|
3 to 10 years
|
Factory machinery and equipment
|
3 to 15 years
|
Research and development equipment
|
3 to 15 years
|
Vehicles
|
3 to 10 years
|
Asset
|
Useful Life
|
Deferred financing costs
|
Effective interest method
|
Customer relationships
|
Straight-line method up to 12 years
|
Patents and others
|
Straight-line method up to 20 years
|
|
As of December 31,
|
||||||
|
2013
|
|
2012
|
||||
Finished goods
|
$
|
251.4
|
|
|
$
|
258.0
|
|
Work in process
|
11.8
|
|
|
12.0
|
|
||
Raw materials and parts
|
188.9
|
|
|
180.1
|
|
||
Total
|
452.1
|
|
|
450.1
|
|
||
Excess of current cost over last-in, first-out cost
|
(73.3
|
)
|
|
(75.3
|
)
|
||
Total inventories, net
|
$
|
378.8
|
|
|
$
|
374.8
|
|
Segment:
|
Balance at December 31, 2011
(2)
|
|
Acquisitions / (Dispositions)
|
|
Other
(1)
|
|
Balance at December 31, 2012
|
|
Acquisitions / (Dispositions)
|
|
Other
(1)
|
|
Balance at December 31, 2013
|
||||||||||||||
Residential Heating & Cooling
|
$
|
26.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
26.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
26.1
|
|
Commercial Heating & Cooling
|
63.5
|
|
|
—
|
|
|
0.3
|
|
|
63.8
|
|
|
—
|
|
|
0.8
|
|
|
64.6
|
|
|||||||
Refrigeration
|
133.6
|
|
|
—
|
|
|
0.3
|
|
|
133.9
|
|
|
—
|
|
|
(7.8
|
)
|
|
126.1
|
|
|||||||
|
$
|
223.2
|
|
|
$
|
—
|
|
|
$
|
0.6
|
|
|
$
|
223.8
|
|
|
$
|
—
|
|
|
$
|
(7.0
|
)
|
|
$
|
216.8
|
|
|
As of December 31,
|
||||||||||||||||||||||
|
2013
|
|
2012
|
||||||||||||||||||||
|
Gross Amount
|
|
Accumulated Amortization
|
|
Net Amount
|
|
Gross Amount
|
|
Accumulated Amortization
|
|
Net Amount
|
||||||||||||
Deferred financing costs
|
$
|
5.0
|
|
|
$
|
(2.3
|
)
|
|
$
|
2.7
|
|
|
$
|
5.0
|
|
|
$
|
(1.5
|
)
|
|
$
|
3.5
|
|
Customer relationships
|
42.6
|
|
|
(20.6
|
)
|
|
22.0
|
|
|
42.6
|
|
|
(18.2
|
)
|
|
24.4
|
|
||||||
Patents and others
|
8.5
|
|
|
(7.3
|
)
|
|
1.2
|
|
|
8.1
|
|
|
(6.6
|
)
|
|
1.5
|
|
||||||
Total
|
$
|
56.1
|
|
|
$
|
(30.2
|
)
|
|
$
|
25.9
|
|
|
$
|
55.7
|
|
|
$
|
(26.3
|
)
|
|
$
|
29.4
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Amortization expense
|
$
|
3.9
|
|
|
$
|
3.8
|
|
|
$
|
4.7
|
|
|
As of December 31,
|
||||||
|
2013
|
|
2012
|
||||
Land
|
$
|
39.5
|
|
|
$
|
29.4
|
|
Buildings and improvements
|
212.6
|
|
|
208.6
|
|
||
Machinery and equipment
|
649.1
|
|
|
612.9
|
|
||
Construction in progress and equipment not yet in service
|
51.6
|
|
|
32.1
|
|
||
Total
|
952.8
|
|
|
883.0
|
|
||
Less accumulated depreciation
|
(617.3
|
)
|
|
(584.8
|
)
|
||
Property, plant and equipment, net
|
$
|
335.5
|
|
|
$
|
298.2
|
|
|
As of December 31,
|
||||||
|
2013
|
|
2012
|
||||
Equity method investments
|
$
|
28.0
|
|
|
$
|
26.4
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Purchases of compressors from joint venture
|
$
|
96.7
|
|
|
$
|
90.4
|
|
|
$
|
80.2
|
|
|
As of December 31,
|
||||||
|
2013
|
|
2012
|
||||
Accrued compensation and benefits
|
$
|
85.7
|
|
|
$
|
77.8
|
|
Self insurance reserves
|
13.4
|
|
|
17.6
|
|
||
Deferred income
|
9.8
|
|
|
16.0
|
|
||
Accrued warranties
|
28.7
|
|
|
25.1
|
|
||
Accrued product quality issues
|
4.7
|
|
|
6.7
|
|
||
Accrued rebates and promotions
|
37.0
|
|
|
35.8
|
|
||
Derivative contracts
|
1.5
|
|
|
0.1
|
|
||
Other
|
51.3
|
|
|
40.9
|
|
||
Total Accrued expenses
|
$
|
232.1
|
|
|
$
|
220.0
|
|
|
As of December 31,
|
||||||
|
2013
|
|
2012
|
||||
Unrealized losses (gains) on unsettled contracts
|
$
|
0.8
|
|
|
$
|
(1.8
|
)
|
Income tax expense (benefit)
|
(0.2
|
)
|
|
0.7
|
|
||
Losses (gains) included in AOCI, net of tax
(1)
|
$
|
0.6
|
|
|
$
|
(1.1
|
)
|
|
As of December 31,
|
||||
|
2013
|
|
2012
|
||
Copper
|
22.9
|
|
|
22.8
|
|
|
As of December 31,
|
||||
|
2013
|
|
2012
|
||
Copper
|
2.0
|
|
|
2.1
|
|
Aluminum
|
2.7
|
|
|
2.8
|
|
|
As of December 31,
|
||||
|
2013
|
|
2012
|
||
Notional amounts (in local currency):
|
|
|
|
||
Brazilian Real
|
1.2
|
|
|
10.8
|
|
Mexican Peso
|
130.0
|
|
|
220.2
|
|
Euro
|
—
|
|
|
1.3
|
|
British Pound
|
3.4
|
|
|
5.4
|
|
Indian Rupee
|
28.0
|
|
|
19.5
|
|
Polish Zloty
|
32.6
|
|
|
12.4
|
|
|
Fair Values of Derivative Instruments as of December 31
(1)
|
||||||||||||||
|
Derivatives Designated as Hedging Instruments
|
|
Derivatives Not Designated as
Hedging Instruments
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Current Assets:
|
|
|
|
|
|
|
|
||||||||
Other assets
|
|
|
|
|
|
|
|
||||||||
Commodity futures contracts
|
$
|
0.1
|
|
|
$
|
1.6
|
|
|
$
|
—
|
|
|
$
|
0.2
|
|
Foreign currency forward contracts
|
—
|
|
|
—
|
|
|
0.1
|
|
|
0.1
|
|
||||
Non-Current Assets:
|
|
|
|
|
|
|
|
||||||||
Other assets, net
|
|
|
|
|
|
|
|
||||||||
Commodity futures contracts
|
0.3
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
||||
Total Assets
|
$
|
0.4
|
|
|
$
|
1.9
|
|
|
$
|
0.1
|
|
|
$
|
0.3
|
|
Current Liabilities:
|
|
|
|
|
|
|
|
||||||||
Accrued expenses
|
|
|
|
|
|
|
|
||||||||
Commodity futures contracts
|
$
|
1.2
|
|
|
$
|
—
|
|
|
$
|
0.3
|
|
|
$
|
—
|
|
Foreign currency forward contracts
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
||||
Non-Current Liabilities:
|
|
|
|
|
|
|
|
||||||||
Other liabilities
|
|
|
|
|
|
|
|
||||||||
Commodity futures contracts
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total Liabilities
|
$
|
1.2
|
|
|
$
|
—
|
|
|
$
|
0.3
|
|
|
$
|
0.1
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
71.9
|
|
|
$
|
47.5
|
|
|
$
|
41.4
|
|
State
|
8.5
|
|
|
7.3
|
|
|
5.3
|
|
|||
Foreign
|
16.2
|
|
|
13.4
|
|
|
7.3
|
|
|||
Total current
|
96.6
|
|
|
68.2
|
|
|
54.0
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
(4.0
|
)
|
|
0.7
|
|
|
0.4
|
|
|||
State
|
2.5
|
|
|
(0.2
|
)
|
|
(1.0
|
)
|
|||
Foreign
|
(0.7
|
)
|
|
(2.0
|
)
|
|
2.4
|
|
|||
Total deferred
|
(2.2
|
)
|
|
(1.5
|
)
|
|
1.8
|
|
|||
Total provision for income taxes
|
$
|
94.4
|
|
|
$
|
66.7
|
|
|
$
|
55.8
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Provision at the U.S. statutory rate of 35%
|
$
|
96.0
|
|
|
$
|
70.6
|
|
|
$
|
58.6
|
|
Increase (reduction) in tax expense resulting from:
|
|
|
|
|
|
||||||
State income tax, net of federal income tax benefit
|
7.1
|
|
|
5.9
|
|
|
2.9
|
|
|||
Other permanent items
|
(6.4
|
)
|
|
(3.1
|
)
|
|
(3.5
|
)
|
|||
Research tax credit
|
(0.5
|
)
|
|
—
|
|
|
(0.3
|
)
|
|||
Change in unrecognized tax benefits
|
0.7
|
|
|
(5.1
|
)
|
|
(0.6
|
)
|
|||
Change in valuation allowance
|
0.7
|
|
|
2.3
|
|
|
(0.7
|
)
|
|||
Foreign taxes at rates other than 35% and miscellaneous other
|
(3.2
|
)
|
|
(3.9
|
)
|
|
(0.6
|
)
|
|||
Total provision for income taxes
|
$
|
94.4
|
|
|
$
|
66.7
|
|
|
$
|
55.8
|
|
|
As of December 31,
|
||||||
|
2013
|
|
2012
|
||||
Gross deferred tax assets:
|
|
|
|
||||
Warranties
|
$
|
29.3
|
|
|
$
|
26.4
|
|
Loss carryforwards (foreign, U.S. and state)
|
28.2
|
|
|
20.1
|
|
||
Post-retirement and pension benefits
|
28.3
|
|
|
52.9
|
|
||
Inventory reserves
|
4.8
|
|
|
8.2
|
|
||
Receivables allowance
|
5.1
|
|
|
5.0
|
|
||
Compensation liabilities
|
22.6
|
|
|
17.2
|
|
||
Deferred income
|
0.9
|
|
|
0.8
|
|
||
Insurance liabilities
|
18.1
|
|
|
22.9
|
|
||
Legal Reserves
|
3.9
|
|
|
1.4
|
|
||
State credits, net of federal effect
|
8.7
|
|
|
1.1
|
|
||
Other
|
8.3
|
|
|
7.0
|
|
||
Total deferred tax assets
|
158.2
|
|
|
163.0
|
|
||
Valuation allowance
|
(21.2
|
)
|
|
(10.9
|
)
|
||
Total deferred tax assets, net of valuation allowance
|
137.0
|
|
|
152.1
|
|
||
Gross deferred tax liabilities:
|
|
|
|
||||
Depreciation
|
(12.4
|
)
|
|
(13.3
|
)
|
||
Intangibles
|
(8.7
|
)
|
|
(6.9
|
)
|
||
Other
|
(2.9
|
)
|
|
(1.6
|
)
|
||
Total deferred tax liabilities
|
(24.0
|
)
|
|
(21.8
|
)
|
||
Net deferred tax assets
|
$
|
113.0
|
|
|
$
|
130.3
|
|
Balance as of December 31, 2011
|
$
|
5.9
|
|
Increases related to prior year tax positions
|
0.8
|
|
|
Decreases related to prior year tax positions
|
(5.8
|
)
|
|
Increases related to current year tax positions
|
0.1
|
|
|
Balance as of December 31, 2012
|
1.0
|
|
|
Increases related to prior year tax positions
|
0.7
|
|
|
Decreases related to prior year tax positions
|
(0.1
|
)
|
|
Increases related to current year tax positions
|
0.1
|
|
|
Balance as of December 31, 2013
|
$
|
1.7
|
|
|
Operating Leases
|
|
Capital Leases
|
||||
2014
|
$
|
40.1
|
|
|
$
|
1.7
|
|
2015
|
29.8
|
|
|
1.4
|
|
||
2016
|
22.6
|
|
|
0.4
|
|
||
2017
|
18.1
|
|
|
0.2
|
|
||
2018
|
13.7
|
|
|
—
|
|
||
Thereafter
|
13.1
|
|
|
14.5
|
|
||
Total minimum lease payments
|
$
|
137.4
|
|
|
18.2
|
|
|
Less amount representing interest
|
|
|
0.7
|
|
|||
Present value of minimum payments
|
|
|
$
|
17.5
|
|
|
As of December 31,
|
||||||
|
2013
|
|
2012
|
||||
Accrued expenses
|
$
|
1.4
|
|
|
$
|
1.4
|
|
Other liabilities
|
3.8
|
|
|
3.7
|
|
||
Total environmental reserves
|
$
|
5.2
|
|
|
$
|
5.1
|
|
|
As of December 31,
|
||||||
|
2013
|
|
2012
|
||||
Accrued expenses
|
$
|
28.7
|
|
|
$
|
25.1
|
|
Other liabilities
|
52.9
|
|
|
46.8
|
|
||
Total product warranty liabilities
|
$
|
81.6
|
|
|
$
|
71.9
|
|
Total warranty liability as of December 31, 2011
|
$
|
68.3
|
|
Payments made in 2012
|
(22.4
|
)
|
|
Changes resulting from issuance of new warranties
|
25.1
|
|
|
Changes in estimates associated with pre-existing liabilities
|
0.6
|
|
|
Changes in foreign currency translation rates and other
|
0.3
|
|
|
Total warranty liability as of December 31, 2012
|
$
|
71.9
|
|
Payments made in 2013
|
(21.3
|
)
|
|
Changes resulting from issuance of new warranties
|
29.6
|
|
|
Changes in estimates associated with pre-existing liabilities
|
1.6
|
|
|
Changes in foreign currency translation rates and other
|
(0.2
|
)
|
|
Total warranty liability as of December 31, 2013
|
$
|
81.6
|
|
|
|
||
Total accrued product quality issues as of December 31, 2011
|
$
|
7.5
|
|
Changes in estimates associated with pre-existing liabilities
|
2.2
|
|
|
Product quality claims
|
(3.0
|
)
|
|
Total accrued product quality issues as of December 31, 2012
|
$
|
6.7
|
|
Changes in estimates associated with pre-existing liabilities
|
(0.6
|
)
|
|
Product quality claims
|
(1.4
|
)
|
|
Total accrued product quality issues as of December 31, 2013
|
$
|
4.7
|
|
|
As of December 31,
|
||||||
|
2013
|
|
2012
|
||||
Accrued expenses
|
$
|
13.4
|
|
|
$
|
17.6
|
|
Other liabilities
|
32.0
|
|
|
39.6
|
|
||
Total self-insurance liabilities
|
$
|
45.4
|
|
|
$
|
57.2
|
|
|
As of December 31,
|
||||||
|
2013
|
|
2012
|
||||
Short-Term Debt:
|
|
|
|
||||
Asset Securitization Program
|
$
|
160.0
|
|
|
$
|
30.0
|
|
Foreign obligations
|
5.9
|
|
|
4.9
|
|
||
Total short-term debt
|
$
|
165.9
|
|
|
$
|
34.9
|
|
Current maturities of long-term debt:
|
|
|
|
||||
Capital lease obligations
|
$
|
1.3
|
|
|
$
|
0.7
|
|
Long-Term Debt:
|
|
|
|
||||
Capital lease obligations
|
$
|
16.2
|
|
|
$
|
16.0
|
|
Domestic revolving credit facility
|
17.0
|
|
|
135.0
|
|
||
Senior unsecured notes
|
200.0
|
|
|
200.0
|
|
||
Total long-term debt
|
$
|
233.2
|
|
|
$
|
351.0
|
|
Total debt
|
$
|
400.4
|
|
|
$
|
386.6
|
|
2014
|
$
|
167.2
|
|
2015
|
1.8
|
|
|
2016
|
17.1
|
|
|
2017
|
200.0
|
|
|
2018
|
2.6
|
|
|
Thereafter
|
11.7
|
|
|
As of December 31,
|
||||||
|
2013
|
|
2012
|
||||
Eligible amount available under the ASP on qualified accounts receivable
|
$
|
160.0
|
|
|
$
|
160.0
|
|
Beneficial interest sold
|
160.0
|
|
|
30.0
|
|
||
Remaining amount available
|
$
|
—
|
|
|
$
|
130.0
|
|
|
As of December 31,
|
||||
|
2013
|
|
2012
|
||
Weighted average borrowing rate
|
1.17
|
%
|
|
1.46
|
%
|
Consolidated Indebtedness to Adjusted EBITDA Ratio no greater than
|
3.5 : 1.0
|
Cash Flow to Net Interest Expense Ratio no less than
|
3.0 : 1.0
|
•
|
We fail to pay any principal or interest when due on any other indebtedness or receivables securitization of at least
$75.0 million
; or
|
•
|
We are in default in the performance of, or compliance with any term of any other indebtedness or receivables securitization in an aggregate principal amount of at least
$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.
|
|
For the Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Contributions to defined contribution plans
(1)
|
$
|
13.7
|
|
|
$
|
13.2
|
|
|
$
|
14.3
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Accumulated benefit obligation
|
$
|
367.3
|
|
|
$
|
406.3
|
|
|
N/A
|
|
|
N/A
|
|
||
|
|
|
|
|
|
|
|
||||||||
Changes in projected benefit obligation:
|
|
|
|
|
|
|
|
||||||||
Benefit obligation at beginning of year
|
$
|
413.9
|
|
|
$
|
368.8
|
|
|
$
|
7.6
|
|
|
$
|
19.9
|
|
Service cost
|
5.2
|
|
|
5.8
|
|
|
—
|
|
|
0.2
|
|
||||
Interest cost
|
16.2
|
|
|
17.5
|
|
|
0.2
|
|
|
0.4
|
|
||||
Plan participants' contributions
|
—
|
|
|
—
|
|
|
0.7
|
|
|
0.8
|
|
||||
Amendments
|
—
|
|
|
—
|
|
|
—
|
|
|
(14.2
|
)
|
||||
Other
|
0.1
|
|
|
4.5
|
|
|
—
|
|
|
—
|
|
||||
Actuarial (gain) loss
|
(39.4
|
)
|
|
47.0
|
|
|
—
|
|
|
2.8
|
|
||||
Effect of exchange rates
|
(0.7
|
)
|
|
1.6
|
|
|
—
|
|
|
—
|
|
||||
Divestiture
|
—
|
|
|
(10.4
|
)
|
|
—
|
|
|
—
|
|
||||
Settlements and curtailments
|
(1.6
|
)
|
|
(1.7
|
)
|
|
—
|
|
|
—
|
|
||||
Benefits paid
|
(19.1
|
)
|
|
(19.2
|
)
|
|
(2.5
|
)
|
|
(2.3
|
)
|
||||
Benefit obligation at end of year
|
$
|
374.6
|
|
|
$
|
413.9
|
|
|
$
|
6.0
|
|
|
$
|
7.6
|
|
|
|
|
|
|
|
|
|
||||||||
Changes in plan assets:
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at beginning of year
|
$
|
276.8
|
|
|
$
|
242.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Actual gain return on plan assets
|
37.4
|
|
|
32.1
|
|
|
—
|
|
|
—
|
|
||||
Employer contribution
|
9.9
|
|
|
29.4
|
|
|
1.8
|
|
|
1.5
|
|
||||
Plan participants' contributions
|
—
|
|
|
—
|
|
|
0.7
|
|
|
0.8
|
|
||||
Effect of exchange rates
|
(0.6
|
)
|
|
1.0
|
|
|
—
|
|
|
—
|
|
||||
Divestiture
|
—
|
|
|
(7.3
|
)
|
|
—
|
|
|
—
|
|
||||
Plan settlements
|
(1.6
|
)
|
|
(1.7
|
)
|
|
—
|
|
|
—
|
|
||||
Benefits paid
|
(19.1
|
)
|
|
(19.2
|
)
|
|
(2.5
|
)
|
|
(2.3
|
)
|
||||
Fair value of plan assets at end of year
|
302.8
|
|
|
276.8
|
|
|
—
|
|
|
—
|
|
||||
Funded status / net amount recognized
|
$
|
(71.8
|
)
|
|
$
|
(137.1
|
)
|
|
$
|
(6.0
|
)
|
|
$
|
(7.6
|
)
|
|
|
|
|
|
|
|
|
||||||||
Net amount recognized consists of:
|
|
|
|
|
|
|
|
||||||||
Current liability
|
$
|
(1.8
|
)
|
|
$
|
(2.7
|
)
|
|
$
|
(1.4
|
)
|
|
$
|
(1.5
|
)
|
Non-current liability
|
(70.0
|
)
|
|
(134.4
|
)
|
|
(4.6
|
)
|
|
(6.1
|
)
|
||||
Net amount recognized
|
$
|
(71.8
|
)
|
|
$
|
(137.1
|
)
|
|
$
|
(6.0
|
)
|
|
$
|
(7.6
|
)
|
|
For the Years Ended December 31,
|
||||||
|
2013
|
|
2012
|
||||
Pension plans with a benefit obligation in excess of plan assets:
|
|
|
|
||||
Projected benefit obligation
|
$
|
374.6
|
|
|
$
|
413.2
|
|
Accumulated benefit obligation
|
367.3
|
|
|
405.5
|
|
||
Fair value of plan assets
|
302.8
|
|
|
276.1
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|
2013
|
|
2012
|
|
2011
|
||||||||||||
Components of net periodic benefit cost as of December 31:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service cost
|
$
|
5.2
|
|
|
$
|
5.8
|
|
|
$
|
5.4
|
|
|
$
|
—
|
|
|
$
|
0.2
|
|
|
$
|
0.8
|
|
Interest cost
|
16.2
|
|
|
17.5
|
|
|
17.8
|
|
|
0.2
|
|
|
0.4
|
|
|
0.9
|
|
||||||
Expected return on plan assets
|
(20.7
|
)
|
|
(19.0
|
)
|
|
(19.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of prior service cost
|
0.4
|
|
|
0.4
|
|
|
0.4
|
|
|
(3.1
|
)
|
|
(2.7
|
)
|
|
(1.9
|
)
|
||||||
Recognized actuarial loss
|
9.2
|
|
|
8.7
|
|
|
7.0
|
|
|
1.5
|
|
|
1.4
|
|
|
1.2
|
|
||||||
Settlements and curtailments
|
1.5
|
|
|
7.1
|
|
|
1.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net periodic benefit cost
(1)
|
$
|
11.8
|
|
|
$
|
20.5
|
|
|
$
|
13.3
|
|
|
$
|
(1.4
|
)
|
|
$
|
(0.7
|
)
|
|
$
|
1.0
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Amounts recognized in AOCI:
|
|
|
|
|
|
|
|
||||||||
Prior service costs
|
$
|
(1.7
|
)
|
|
$
|
(2.8
|
)
|
|
$
|
21.1
|
|
|
$
|
24.2
|
|
Actuarial loss
|
(164.4
|
)
|
|
(231.2
|
)
|
|
(20.7
|
)
|
|
(22.2
|
)
|
||||
Subtotal
|
(166.1
|
)
|
|
(234.0
|
)
|
|
0.4
|
|
|
2.0
|
|
||||
Deferred taxes
|
59.9
|
|
|
85.2
|
|
|
(0.2
|
)
|
|
(0.8
|
)
|
||||
Net amount recognized
|
$
|
(106.2
|
)
|
|
$
|
(148.8
|
)
|
|
$
|
0.2
|
|
|
$
|
1.2
|
|
Changes recognized in other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
Adjustment to OCI due to reclassification
|
$
|
—
|
|
|
$
|
0.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Current year prior service costs
|
—
|
|
|
—
|
|
|
—
|
|
|
(14.2
|
)
|
||||
Current year actuarial (gain) loss
|
(56.1
|
)
|
|
34.0
|
|
|
—
|
|
|
2.8
|
|
||||
Effect of exchange rates
|
(0.6
|
)
|
|
0.7
|
|
|
—
|
|
|
—
|
|
||||
Amortization of prior service (costs) credits
|
(1.1
|
)
|
|
(0.4
|
)
|
|
3.1
|
|
|
2.7
|
|
||||
Amortization of actuarial loss
|
(10.0
|
)
|
|
(15.8
|
)
|
|
(1.5
|
)
|
|
(1.4
|
)
|
||||
Total recognized in other comprehensive income
|
$
|
(67.8
|
)
|
|
$
|
19.3
|
|
|
$
|
1.6
|
|
|
$
|
(10.1
|
)
|
Total recognized in net periodic benefit cost and other comprehensive income (loss)
|
$
|
(56.0
|
)
|
|
$
|
39.8
|
|
|
$
|
0.2
|
|
|
$
|
(10.8
|
)
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||
Weighted-average assumptions used to determine benefit obligations as of December 31:
|
|
|
|
|
|
|
|
||||
Discount rate
|
4.88
|
%
|
|
3.97
|
%
|
|
3.57
|
%
|
|
2.72
|
%
|
Rate of compensation increase
|
4.23
|
%
|
|
4.23
|
%
|
|
—
|
|
|
—
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|
2013
|
|
2012
|
|
2011
|
||||||
Weighted-average assumptions used to determine net periodic benefit cost for the years ended December 31:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate
|
3.97
|
%
|
|
4.83
|
%
|
|
5.45
|
%
|
|
2.72
|
%
|
|
4.64
|
%
|
|
5.30
|
%
|
Expected long-term return on plan assets
|
8.00
|
%
|
|
8.00
|
%
|
|
8.00
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
Rate of compensation increase
|
4.23
|
%
|
|
4.23
|
%
|
|
4.23
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Pension Benefits
|
||||
|
2013
|
|
2012
|
||
Weighted-average assumptions used to determine benefit obligations as of December 31:
|
|
|
|
||
Discount rate
|
4.38
|
%
|
|
4.12
|
%
|
Rate of compensation increase
|
3.31
|
%
|
|
3.48
|
%
|
|
Pension Benefits
|
|||||||
|
2013
|
|
2012
|
|
2011
|
|||
Weighted-average assumptions used to determine net periodic benefit cost for the years ended December 31:
|
|
|
|
|
|
|||
Discount rate
|
4.12
|
%
|
|
4.93
|
%
|
|
5.43
|
%
|
Expected long-term return on plan assets
|
6.05
|
%
|
|
6.26
|
%
|
|
5.56
|
%
|
Rate of compensation increase
|
3.48
|
%
|
|
3.68
|
%
|
|
3.98
|
%
|
|
2013
|
|
2012
|
||
Assumed health care cost trend rates as of December 31:
|
|
|
|
||
Health care cost trend rate assumed for next year
|
8.00
|
%
|
|
8.40
|
%
|
Rate to which the cost rate is assumed to decline (the ultimate trend rate)
|
5.00
|
%
|
|
5.00
|
%
|
Year that the rate reaches the ultimate trend rate
|
2020
|
|
|
2020
|
|
|
1-Percentage-Point Increase
|
|
1-Percentage-Point Decrease
|
||||
Effect on total of service and interest cost
|
$
|
—
|
|
|
$
|
—
|
|
Effect on the post-retirement benefit obligation
|
0.2
|
|
|
(0.2
|
)
|
|
For the Years Ended December 31,
|
||||||||||||||||||||||
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019-2023
|
||||||||||||
Pension benefits
|
$
|
17.1
|
|
|
$
|
17.9
|
|
|
$
|
18.3
|
|
|
$
|
19.0
|
|
|
$
|
19.5
|
|
|
$
|
112.1
|
|
Other benefits
|
1.4
|
|
|
0.8
|
|
|
0.7
|
|
|
0.6
|
|
|
0.5
|
|
|
1.7
|
|
Asset Category:
|
Target
|
|
U.S. equity
|
36.0
|
%
|
International equity
|
24.0
|
%
|
Fixed income
|
38.0
|
%
|
Money market/cash/guaranteed investment contracts
|
2.0
|
%
|
|
Fair Value Measurements as of December 31, 2013
|
||||||||||
|
Quoted Prices in Active Markets for Identical Assets
(Level 1)
|
|
Significant Other Observable Inputs
(Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
|
Total
|
||||
Asset Category:
|
|
|
|
|
|
|
|
||||
Cash and cash equivalents
|
8.2
|
|
|
—
|
|
|
—
|
|
|
8.2
|
|
Commingled pools / Collective Trusts:
|
|
|
|
|
|
|
|
||||
U.S. equity
(1)
|
—
|
|
|
100.1
|
|
|
—
|
|
|
100.1
|
|
International equity
(2)
|
—
|
|
|
70.8
|
|
|
—
|
|
|
70.8
|
|
Fixed income
(3)
|
—
|
|
|
89.4
|
|
|
—
|
|
|
89.4
|
|
Balanced pension trust:
(6)
|
|
|
|
|
|
|
|
||||
U.S. equity
|
—
|
|
|
2.5
|
|
|
—
|
|
|
2.5
|
|
International equity
|
—
|
|
|
8.3
|
|
|
—
|
|
|
8.3
|
|
Fixed income
|
—
|
|
|
7.2
|
|
|
—
|
|
|
7.2
|
|
Pension fund:
|
|
|
|
|
|
|
|
||||
U.S. equity
(7)
|
—
|
|
|
1.5
|
|
|
—
|
|
|
1.5
|
|
International equity
(7)
|
—
|
|
|
7.9
|
|
|
—
|
|
|
7.9
|
|
Fixed income
(8)
|
—
|
|
|
6.9
|
|
|
—
|
|
|
6.9
|
|
Total
|
8.2
|
|
|
294.6
|
|
|
—
|
|
|
302.8
|
|
|
Fair Value Measurements as of December 31, 2012
|
||||||||||
|
Quoted Prices in Active Markets for Identical Assets
(Level 1)
|
|
Significant Other Observable Inputs
(Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
|
Total
|
||||
Asset Category:
|
|
|
|
|
|
|
|
||||
Cash and cash equivalents
|
4.5
|
|
|
—
|
|
|
—
|
|
|
4.5
|
|
Commingled pools / Collective Trusts:
|
|
|
|
|
|
|
|
||||
U.S. equity
(1)
|
—
|
|
|
36.7
|
|
|
—
|
|
|
36.7
|
|
International equity
(2)
|
—
|
|
|
60.3
|
|
|
—
|
|
|
60.3
|
|
Fixed income
(3)
|
—
|
|
|
85.3
|
|
|
—
|
|
|
85.3
|
|
Mutual funds:
|
|
|
|
|
|
|
|
||||
U.S. equity
(4)
|
47.3
|
|
|
—
|
|
|
—
|
|
|
47.3
|
|
International equity
(4)
|
3.9
|
|
|
—
|
|
|
—
|
|
|
3.9
|
|
Fixed income
(5)
|
7.8
|
|
|
—
|
|
|
—
|
|
|
7.8
|
|
Balanced pension trust:
(6)
|
|
|
|
|
|
|
|
||||
U.S. equity
|
—
|
|
|
2.4
|
|
|
—
|
|
|
2.4
|
|
International equity
|
—
|
|
|
7.9
|
|
|
—
|
|
|
7.9
|
|
Fixed income
|
—
|
|
|
6.6
|
|
|
—
|
|
|
6.6
|
|
Pension fund:
|
|
|
|
|
|
|
|
||||
U.S. equity
(7)
|
—
|
|
|
1.3
|
|
|
—
|
|
|
1.3
|
|
International equity
(7)
|
—
|
|
|
6.7
|
|
|
—
|
|
|
6.7
|
|
Fixed income
(8)
|
—
|
|
|
6.1
|
|
|
—
|
|
|
6.1
|
|
Total
|
63.5
|
|
|
213.3
|
|
|
—
|
|
|
276.8
|
|
|
As of December 31, 2013
|
||||||
|
Fair Value
|
|
Redemption Frequency
(if currently eligible)
|
|
Redemption Notice Period
|
||
Asset Category:
|
|
|
|
|
|
||
Commingled pools / Collective Trusts:
|
|
|
|
|
|
||
U.S. equity
(1)
|
$
|
100.1
|
|
|
Daily
|
|
5 days
|
International equity
(2)
|
70.8
|
|
|
Daily
|
|
5 days
|
|
Fixed income
(3)
|
89.4
|
|
|
Daily
|
|
5-15 days
|
|
Balanced pension trust:
(6)
|
|
|
|
|
|
||
U.S. equity
|
2.5
|
|
|
Daily
|
|
3-5 days
|
|
International equity
|
8.3
|
|
|
Daily
|
|
3-5 days
|
|
Fixed income
|
7.2
|
|
|
Daily
|
|
3-5 days
|
|
Pension fund:
|
|
|
|
|
|
||
U.S. equity
(7)
|
1.5
|
|
|
Daily
|
|
7 days
|
|
International equity
(7)
|
7.9
|
|
|
Daily
|
|
7 days
|
|
Fixed income
(8)
|
6.9
|
|
|
Daily
|
|
7 days
|
|
Total
|
$
|
294.6
|
|
|
|
|
|
|
As of December 31, 2012
|
||||||
|
Fair Value
|
|
Redemption Frequency
(if currently eligible)
|
|
Redemption Notice Period
|
||
Asset Category:
|
|
|
|
|
|
||
Commingled pools / Collective Trusts:
|
|
|
|
|
|
||
U.S. equity
(1)
|
$
|
36.7
|
|
|
Daily
|
|
5 days
|
International equity
(2)
|
60.3
|
|
|
Daily
|
|
5 days
|
|
Fixed income
(3)
|
85.3
|
|
|
Daily
|
|
5-15 days
|
|
Mutual funds:
|
|
|
|
|
|
||
U.S. equity
(4)
|
47.3
|
|
|
n/a
|
|
n/a
|
|
International equity
(4)
|
3.9
|
|
|
n/a
|
|
n/a
|
|
Fixed income
(5)
|
7.8
|
|
|
n/a
|
|
n/a
|
|
Balanced pension trust:
(6)
|
|
|
|
|
|
||
U.S. equity
|
2.4
|
|
|
Daily
|
|
3-5 days
|
|
International equity
|
7.9
|
|
|
Daily
|
|
3-5 days
|
|
Fixed income
|
6.6
|
|
|
Daily
|
|
3-5 days
|
|
Pension fund:
|
|
|
|
|
|
||
U.S. equity
(7)
|
1.3
|
|
|
Daily
|
|
7 days
|
|
International equity
(7)
|
6.7
|
|
|
Daily
|
|
7 days
|
|
Fixed income
(8)
|
6.1
|
|
|
Daily
|
|
7 days
|
|
Total
|
$
|
272.3
|
|
|
|
|
|
(1)
|
This category includes investments primarily in U.S. equity securities that include large, mid and small capitalization companies.
|
(2)
|
This category includes investments primarily in non-U.S. equity securities that include large, mid and small capitalization companies in large developed markets as well as emerging markets equities.
|
(3)
|
This category includes investments in U.S. investment grade and high yield fixed income securities, non-U.S. fixed income securities and emerging markets fixed income securities.
|
(4)
|
These funds seek capital appreciation and generally invest in common stocks of U.S. and non-U.S. issuers. They may invest in growth stocks or value stocks.
|
(5)
|
This fund seeks to provide inflation protection. It currently invests at least 80% of its assets in inflation-indexed bonds issued by the U.S. government. It may invest in bonds of any maturity, though the fund typically maintains a dollar-weighted average maturity of 7 to 20 years.
|
(6)
|
The investment objectives of the fund are to provide long-term capital growth and income by investing primarily in a well-diversified, balanced portfolio of Canadian common stocks, bonds and money market securities. The fund also holds a portion of its assets in U.S. and non-U.S. equities.
|
(7)
|
This category includes investments in U.S. and non-U.S. equity securities and aims to provide returns consistent with the markets in which it invests and provide broad exposure to countries around the world.
|
(8)
|
This category includes investments in U.K. government index-linked securities (index-linked gilts) that have maturity periods of 5 years or longer and investment grade corporate bonds denominated in sterling.
|
AOCI Component
|
|
For the Year Ended December 31, 2013
|
|
Affected Line Item(s) in the Consolidated Statements of Operations
|
||
Losses on cash flow hedges:
|
|
|
|
|
||
Commodity derivative contracts
|
|
$
|
(4.2
|
)
|
|
Cost of goods sold
|
Income tax benefit
|
|
1.5
|
|
|
Provision for income taxes
|
|
Net of tax
|
|
$
|
(2.7
|
)
|
|
|
|
|
|
|
|
||
Defined Benefit Plan Items:
|
|
|
|
|
||
Pension and Post-Retirement Benefits costs
|
|
$
|
(9.5
|
)
|
|
Cost of goods sold; Selling, general and administrative expenses
|
Income tax benefit
|
|
3.4
|
|
|
Provision for income taxes
|
|
Net of tax
|
|
$
|
(6.1
|
)
|
|
|
|
|
|
|
|
||
Foreign currency translation adjustments:
|
|
|
|
|
||
Sale of foreign business
(1)
|
|
$
|
41.1
|
|
|
Loss from discontinued operations
|
|
|
|
|
|
||
Total reclassifications from AOCI
|
|
$
|
32.3
|
|
|
|
|
|
Gains (Losses) on Cash Flow Hedges
|
|
Unrealized Gains (Losses) on Available-for-Sale Securities
|
|
Defined Benefit Plan Items
|
|
Foreign Currency Translation Adjustments
|
|
Total AOCI
|
||||||||||
Balance as of December 31, 2012
|
|
$
|
1.1
|
|
|
$
|
9.3
|
|
|
$
|
(147.5
|
)
|
|
$
|
114.8
|
|
|
$
|
(22.3
|
)
|
Other comprehensive (loss) income before reclassifications
|
|
(4.4
|
)
|
|
(6.8
|
)
|
|
35.4
|
|
|
(30.7
|
)
|
|
(6.5
|
)
|
|||||
Amounts reclassified from AOCI
|
|
2.7
|
|
|
—
|
|
|
6.1
|
|
|
(41.1
|
)
|
|
(32.3
|
)
|
|||||
Net other comprehensive (loss) income
|
|
(1.7
|
)
|
|
(6.8
|
)
|
|
41.5
|
|
|
(71.8
|
)
|
|
(38.8
|
)
|
|||||
Balance as of December 31, 2013
|
|
$
|
(0.6
|
)
|
|
$
|
2.5
|
|
|
$
|
(106.0
|
)
|
|
$
|
43.0
|
|
|
$
|
(61.1
|
)
|
|
For the Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Compensation expense
(1)
|
$
|
29.3
|
|
|
$
|
15.2
|
|
|
$
|
13.7
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Compensation expense for performance share units (in millions)
|
$
|
17.1
|
|
|
$
|
5.7
|
|
|
$
|
1.7
|
|
Weighted-average fair value of grants, per share
|
$
|
78.00
|
|
|
$
|
48.64
|
|
|
$
|
31.78
|
|
Payout ratio for shares paid
|
86.9
|
%
|
|
52.5
|
%
|
|
—
|
%
|
|
Shares
|
|
Weighted- Average Grant Date Fair Value per Share
|
|||
Undistributed performance share units as of December 31, 2012
|
0.7
|
|
|
$
|
39.06
|
|
Granted
|
0.1
|
|
|
78.00
|
|
|
Adjustments to shares paid based on payout ratio
|
0.1
|
|
|
44.85
|
|
|
Distributed
|
(0.2
|
)
|
|
35.26
|
|
|
Forfeited
|
—
|
|
|
—
|
|
|
Undistributed performance share units as of December 31, 2013
(1)
|
0.7
|
|
|
$
|
47.83
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Fair value of performance share units distributed
|
$
|
9.9
|
|
|
$
|
6.0
|
|
|
$
|
—
|
|
Realized tax benefits from tax deductions
|
$
|
3.8
|
|
|
$
|
2.3
|
|
|
$
|
—
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Compensation expense for restricted stock units
|
$
|
6.8
|
|
|
$
|
5.0
|
|
|
$
|
6.6
|
|
Weighted-average fair value of grants, per share
|
$
|
77.26
|
|
|
$
|
48.45
|
|
|
$
|
32.34
|
|
|
Shares
|
|
Weighted- Average Grant Date Fair Value per Share
|
|||
Non-vested restricted stock units as of December 31, 2012
|
0.5
|
|
|
$
|
40.50
|
|
Granted
|
0.1
|
|
|
77.26
|
|
|
Distributed
|
(0.1
|
)
|
|
44.78
|
|
|
Forfeited
|
—
|
|
|
—
|
|
|
Non-vested restricted stock units as of December 31, 2013
|
0.5
|
|
|
$
|
48.83
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Fair value of restricted stock units vested
|
$
|
11.1
|
|
|
$
|
8.6
|
|
|
$
|
8.8
|
|
Realized tax benefits from tax deductions
|
4.3
|
|
|
3.3
|
|
|
3.4
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Compensation expense for stock appreciation rights
|
$
|
5.4
|
|
|
$
|
4.5
|
|
|
$
|
5.4
|
|
Weighted-average fair value of grants, per share
|
18.76
|
|
|
14.34
|
|
|
9.39
|
|
|
2013
|
|
2012
|
|
2011
|
|||
Expected dividend yield
|
1.36
|
%
|
|
1.75
|
%
|
|
2.39
|
%
|
Risk-free interest rate
|
1.12
|
%
|
|
0.48
|
%
|
|
0.62
|
%
|
Expected volatility
|
31.50
|
%
|
|
40.42
|
%
|
|
41.94
|
%
|
Expected life (in years)
|
4.02
|
|
|
4.14
|
|
|
4.07
|
|
|
Shares
|
|
Weighted-Average Exercise Price per Share
|
|||
Outstanding stock appreciation rights as of December 31, 2012
|
2.2
|
|
|
$
|
38.93
|
|
Granted
|
0.3
|
|
|
81.11
|
|
|
Exercised
|
(0.6
|
)
|
|
36.80
|
|
|
Forfeited
|
(0.1
|
)
|
|
40.16
|
|
|
Outstanding stock appreciation rights as of December 31, 2013
|
1.8
|
|
|
$
|
45.58
|
|
Exercisable stock appreciation rights as of December 31, 2013
|
1.1
|
|
|
$
|
37.81
|
|
|
|
Stock Appreciation Rights Outstanding
|
|
Stock Appreciation Rights Exercisable
|
||||||||||||||
Range of Exercise Prices
|
|
Shares
|
|
Weighted-Average Remaining Contractual Term (in years)
|
|
Aggregate Intrinsic Value
|
|
Shares
|
|
Weighted-Average Remaining Contractual Life (in years)
|
|
Aggregate Intrinsic Value
|
||||||
$28.24 to $36.935
|
|
0.9
|
|
|
3.4
|
|
$
|
49.5
|
|
|
0.8
|
|
|
3.1
|
|
$
|
40.5
|
|
$46.78 to $51.395
|
|
0.6
|
|
|
5.3
|
|
$
|
21.6
|
|
|
0.3
|
|
|
4.7
|
|
$
|
12.6
|
|
$81.105 to $81.14
|
|
0.3
|
|
|
7.0
|
|
$
|
1.0
|
|
|
—
|
|
|
0
|
|
$
|
—
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Intrinsic value of stock appreciation rights exercised
|
$
|
16.7
|
|
|
$
|
14.4
|
|
|
$
|
4.2
|
|
Realized tax benefits from tax deductions
|
$
|
6.4
|
|
|
$
|
5.5
|
|
|
$
|
1.6
|
|
|
Incurred in 2013
|
|
Incurred to Date
|
|
Total Expected to be Incurred
|
||||||
Severance and related expense
|
$
|
2.7
|
|
|
$
|
12.7
|
|
|
$
|
12.7
|
|
Asset write-offs and accelerated depreciation
|
0.7
|
|
|
1.7
|
|
|
1.7
|
|
|||
Equipment moves
|
0.1
|
|
|
0.4
|
|
|
0.4
|
|
|||
Lease termination
|
—
|
|
|
2.6
|
|
|
2.6
|
|
|||
Other
|
1.5
|
|
|
8.2
|
|
|
8.2
|
|
|||
Total
|
$
|
5.0
|
|
|
$
|
25.6
|
|
|
$
|
25.6
|
|
|
Incurred in 2013
|
|
Incurred to Date
|
|
Total Expected to be Incurred
|
||||||
Residential Heating & Cooling
|
$
|
2.6
|
|
|
$
|
8.9
|
|
|
$
|
8.9
|
|
Commercial Heating & Cooling
|
1.2
|
|
|
8.1
|
|
|
8.1
|
|
|||
Refrigeration
|
1.2
|
|
|
8.6
|
|
|
8.6
|
|
|||
Corporate & Other
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total
|
$
|
5.0
|
|
|
$
|
25.6
|
|
|
$
|
25.6
|
|
Description of Reserves:
|
Balance as of December 31, 2012
|
|
Charged to Earnings
|
|
Cash Utilization
|
|
Non-Cash Utilization and Other
|
|
Balance as of December 31, 2013
|
||||||||||
Severance and related expense
|
$
|
0.7
|
|
|
$
|
2.7
|
|
|
$
|
(1.6
|
)
|
|
$
|
(0.2
|
)
|
|
$
|
1.6
|
|
Asset write-offs and accelerated depreciation
|
—
|
|
|
0.7
|
|
|
—
|
|
|
(0.7
|
)
|
|
—
|
|
|||||
Equipment moves
|
—
|
|
|
0.1
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|||||
Lease termination
|
1.2
|
|
|
—
|
|
|
(1.2
|
)
|
|
—
|
|
|
—
|
|
|||||
Other
|
0.5
|
|
|
1.5
|
|
|
(2.0
|
)
|
|
—
|
|
|
—
|
|
|||||
Total restructuring reserves
|
$
|
2.4
|
|
|
$
|
5.0
|
|
|
$
|
(4.9
|
)
|
|
$
|
(0.9
|
)
|
|
$
|
1.6
|
|
Description of Reserves:
|
Balance as of December 31, 2011
|
|
Charged to Earnings
|
|
Cash Utilization
|
|
Non-Cash Utilization and Other
|
|
Balance as of December 31, 2012
|
||||||||||
Severance and related expense
|
$
|
2.3
|
|
|
$
|
1.2
|
|
|
$
|
(2.8
|
)
|
|
$
|
—
|
|
|
$
|
0.7
|
|
Asset write-offs and accelerated depreciation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Equipment moves
|
—
|
|
|
0.1
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|||||
Lease termination
|
—
|
|
|
2.4
|
|
|
(1.2
|
)
|
|
—
|
|
|
1.2
|
|
|||||
Other
|
0.1
|
|
|
0.5
|
|
|
—
|
|
|
(0.1
|
)
|
|
0.5
|
|
|||||
Total restructuring reserves
|
$
|
2.4
|
|
|
$
|
4.2
|
|
|
$
|
(4.1
|
)
|
|
$
|
(0.1
|
)
|
|
$
|
2.4
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Net sales
(1)
|
$
|
73.5
|
|
|
$
|
385.1
|
|
|
$
|
448.4
|
|
Pre-tax operating loss
(1)(2)
|
(15.1
|
)
|
|
(50.8
|
)
|
|
(10.5
|
)
|
|||
Gain on sale of business
|
1.4
|
|
|
—
|
|
|
—
|
|
|
As of December 31,
|
||||||
|
2013
|
|
2012
|
||||
Assets of discontinued operations:
|
|
|
|
||||
Accounts receivable, net
|
$
|
—
|
|
|
$
|
11.2
|
|
Inventories, net
|
—
|
|
|
4.8
|
|
||
Property, plant and equipment, net
|
—
|
|
|
3.6
|
|
||
Goodwill and intangible assets, net
(1)
|
—
|
|
|
66.2
|
|
||
Deferred income taxes
|
—
|
|
|
5.5
|
|
||
Other assets
|
—
|
|
|
7.3
|
|
||
Total assets of discontinued operations
|
$
|
—
|
|
|
$
|
98.6
|
|
Liabilities of discontinued operations:
|
|
|
|
||||
Accounts payable
|
$
|
—
|
|
|
$
|
16.7
|
|
Accrued expenses
|
—
|
|
|
38.5
|
|
||
Total liabilities of discontinued operations
|
$
|
—
|
|
|
$
|
55.2
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Net sales
|
$
|
—
|
|
|
$
|
23.5
|
|
|
$
|
81.5
|
|
Pre-tax operating income (loss)
(1)
|
0.5
|
|
|
(13.7
|
)
|
|
(26.3
|
)
|
|||
Loss on sale of business
|
—
|
|
|
(0.9
|
)
|
|
—
|
|
(1)
|
Pre-tax operating loss in 2012 included a
$6.3 million
pre-tax impairment charge for the write-down of net assets to their estimated fair value, a
$6.3 million
settlement charge related to actuarial losses recognized upon transition of a pension obligation to the acquirer of the Hearth business and a
$3.5 million
gain related to realized foreign currency translation adjustments.
|
|
For the Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Net income
|
$
|
171.8
|
|
|
$
|
90.0
|
|
|
$
|
88.3
|
|
Add: Loss from discontinued operations
|
8.1
|
|
|
45.0
|
|
|
23.2
|
|
|||
Income from continuing operations
|
$
|
179.9
|
|
|
$
|
135.0
|
|
|
$
|
111.5
|
|
|
|
|
|
|
|
||||||
Weighted-average shares outstanding – basic
|
49.8
|
|
|
50.7
|
|
|
52.5
|
|
|||
Effect of diluted securities attributable to stock-based payments
|
0.8
|
|
|
0.7
|
|
|
0.9
|
|
|||
Weighted-average shares outstanding – diluted
|
50.6
|
|
|
51.4
|
|
|
53.4
|
|
|||
|
|
|
|
|
|
||||||
Earnings per share - Basic:
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
3.61
|
|
|
$
|
2.66
|
|
|
$
|
2.12
|
|
Loss from discontinued operations
|
(0.16
|
)
|
|
(0.89
|
)
|
|
(0.44
|
)
|
|||
Net income
|
$
|
3.45
|
|
|
$
|
1.77
|
|
|
$
|
1.68
|
|
|
|
|
|
|
|
||||||
Earnings per share - Diluted:
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
3.55
|
|
|
$
|
2.63
|
|
|
$
|
2.09
|
|
Loss from discontinued operations
|
(0.16
|
)
|
|
(0.88
|
)
|
|
(0.44
|
)
|
|||
Net income
|
$
|
3.39
|
|
|
$
|
1.75
|
|
|
$
|
1.65
|
|
|
For the Years Ended December 31,
|
|||||||
|
2013
|
|
2012
|
|
2011
|
|||
Weighted-average number of shares
|
0.1
|
|
|
0.1
|
|
|
1.5
|
|
Price ranges per share
|
$81.11 - $81.14
|
|
|
$51.11 - $51.40
|
|
|
$34.06 - $46.78
|
Segment
|
|
Products or Services
|
|
Markets Served
|
|
Geographic Areas
|
Residential Heating & Cooling
|
|
Furnaces, air conditioners, heat pumps, packaged heating and cooling systems, indoor air quality equipment, comfort control products, replacement parts
|
|
Residential Replacement;
Residential New Construction
|
|
United States
Canada
|
Commercial Heating & Cooling
|
|
Unitary heating and air conditioning equipment, applied systems, controls, installation and service of commercial heating and cooling equipment
|
|
Light Commercial
|
|
United States
Canada
Europe
|
Refrigeration
|
|
Condensing units, unit coolers, fluid coolers, air cooled condensers, air handlers, process chillers, controls, compressorized racks, supermarket display cases and systems
|
|
Light Commercial;
Food Preservation;
Non-Food/Industrial
|
|
United States
Canada
Europe
Asia Pacific
South America
|
|
For the Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Net Sales
(1)
|
|
|
|
|
|
||||||
Residential Heating & Cooling
|
$
|
1,583.2
|
|
|
$
|
1,375.8
|
|
|
$
|
1,259.5
|
|
Commercial Heating & Cooling
|
844.4
|
|
|
785.4
|
|
|
776.2
|
|
|||
Refrigeration
|
771.5
|
|
|
788.2
|
|
|
805.2
|
|
|||
|
$
|
3,199.1
|
|
|
$
|
2,949.4
|
|
|
$
|
2,840.9
|
|
Segment Profit (Loss)
(2)
|
|
|
|
|
|
||||||
Residential Heating & Cooling
|
$
|
180.1
|
|
|
$
|
102.9
|
|
|
$
|
87.6
|
|
Commercial Heating & Cooling
|
118.1
|
|
|
99.5
|
|
|
87.6
|
|
|||
Refrigeration
|
90.2
|
|
|
81.9
|
|
|
77.5
|
|
|||
Corporate and other
|
(87.9
|
)
|
|
(60.1
|
)
|
|
(54.9
|
)
|
|||
Subtotal that includes segment profit and eliminations
|
300.5
|
|
|
224.2
|
|
|
197.8
|
|
|||
Reconciliation to income from continuing operations before income taxes:
|
|
|
|
|
|
||||||
Special product quality adjustments
|
(2.3
|
)
|
|
1.1
|
|
|
(4.3
|
)
|
|||
Items in Losses and other expenses, net that are excluded from segment profit (loss)
(3)
|
8.8
|
|
|
(0.2
|
)
|
|
5.2
|
|
|||
Restructuring charges
|
5.0
|
|
|
4.2
|
|
|
12.5
|
|
|||
Interest expense, net
|
14.5
|
|
|
17.1
|
|
|
16.8
|
|
|||
Other expense, net
|
0.2
|
|
|
0.3
|
|
|
0.3
|
|
|||
Income from continuing operations before income taxes
|
$
|
274.3
|
|
|
$
|
201.7
|
|
|
$
|
167.3
|
|
•
|
Special product quality adjustments;
|
•
|
Certain items in Losses and other expenses, net (see table note 3 below);
|
•
|
Restructuring charges;
|
•
|
Goodwill, long-lived asset and equity method investment impairments;
|
•
|
Interest expense, net;
|
•
|
Other expense, net.
|
|
As of December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Total Assets:
|
|
|
|
|
|
||||||
Residential Heating & Cooling
|
$
|
500.0
|
|
|
$
|
457.5
|
|
|
$
|
453.2
|
|
Commercial Heating & Cooling
|
346.3
|
|
|
321.9
|
|
|
306.4
|
|
|||
Refrigeration
|
572.0
|
|
|
585.3
|
|
|
558.2
|
|
|||
Corporate and other
|
208.4
|
|
|
228.6
|
|
|
227.4
|
|
|||
Assets for continuing operations
|
1,626.7
|
|
|
1,593.3
|
|
|
1,545.2
|
|
|||
Discontinued operations (See Note 17)
|
—
|
|
|
98.6
|
|
|
160.5
|
|
|||
Total assets
|
$
|
1,626.7
|
|
|
$
|
1,691.9
|
|
|
$
|
1,705.7
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Capital Expenditures:
|
|
|
|
|
|
||||||
Residential Heating & Cooling
|
$
|
34.2
|
|
|
$
|
13.7
|
|
|
$
|
10.9
|
|
Commercial Heating & Cooling
|
11.2
|
|
|
8.7
|
|
|
6.7
|
|
|||
Refrigeration
|
16.5
|
|
|
15.6
|
|
|
13.2
|
|
|||
Corporate and other
|
16.4
|
|
|
12.2
|
|
|
10.6
|
|
|||
Total capital expenditures
(1)
|
$
|
78.3
|
|
|
$
|
50.2
|
|
|
$
|
41.4
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Depreciation and Amortization:
|
|
|
|
|
|
||||||
Residential Heating & Cooling
|
$
|
20.5
|
|
|
$
|
19.9
|
|
|
$
|
19.6
|
|
Commercial Heating & Cooling
|
9.0
|
|
|
8.5
|
|
|
8.6
|
|
|||
Refrigeration
|
15.3
|
|
|
13.0
|
|
|
14.8
|
|
|||
Corporate and other
|
14.1
|
|
|
14.0
|
|
|
13.6
|
|
|||
Total depreciation and amortization
|
$
|
58.9
|
|
|
$
|
55.4
|
|
|
$
|
56.6
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Income from Equity Method Investments:
|
|
|
|
|
|
||||||
Refrigeration
|
$
|
2.5
|
|
|
$
|
2.6
|
|
|
$
|
2.5
|
|
Corporate and other
(1)
|
9.7
|
|
|
7.9
|
|
|
7.1
|
|
|||
Total income from equity method investments
|
$
|
12.2
|
|
|
$
|
10.5
|
|
|
$
|
9.6
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Net Sales to External Customers by Point of Shipment:
|
|
|
|
|
|
||||||
United States
|
$
|
2,382.0
|
|
|
$
|
2,147.2
|
|
|
$
|
2,018.1
|
|
Canada
|
232.3
|
|
|
226.7
|
|
|
219.2
|
|
|||
International
|
584.8
|
|
|
575.5
|
|
|
603.6
|
|
|||
Total net sales to external customers
|
$
|
3,199.1
|
|
|
$
|
2,949.4
|
|
|
$
|
2,840.9
|
|
|
As of December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Property, Plant and Equipment, net:
|
|
|
|
|
|
||||||
United States
|
$
|
230.3
|
|
|
$
|
227.9
|
|
|
$
|
233.4
|
|
Mexico
|
39.7
|
|
|
28.0
|
|
|
28.0
|
|
|||
Canada
|
0.6
|
|
|
0.6
|
|
|
0.6
|
|
|||
International
|
64.9
|
|
|
41.7
|
|
|
38.7
|
|
|||
Total Property, plant and equipment, net
|
$
|
335.5
|
|
|
$
|
298.2
|
|
|
$
|
300.7
|
|
Level 2 -
|
Quoted prices for
similar
instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are
observable
in active markets at the measurement date and for the anticipated term of the instrument.
|
Level 3
-
|
Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are
unobservable
inputs that reflect the reporting entity's own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances.
|
|
As of December 31,
|
||||||
|
2013
|
|
2012
|
||||
Quoted Prices in Active Markets for Identical Assets (Level 1):
|
|
|
|
||||
Investment in marketable equity securities
|
$
|
4.4
|
|
|
$
|
10.6
|
|
|
As of December 31,
|
||||||
|
2013
|
|
2012
|
||||
Quoted Prices in Active Markets for Similar Instruments (Level 2):
|
|
|
|
||||
Senior unsecured notes
|
$
|
214.0
|
|
|
$
|
212.3
|
|
|
Net Sales
(1)
|
|
Gross Profit
(1)
|
|
Net Income (Loss)
(1)
|
||||||||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||||||
First Quarter
|
$
|
668.4
|
|
|
$
|
614.4
|
|
|
$
|
162.0
|
|
|
$
|
140.9
|
|
|
$
|
8.0
|
|
|
$
|
(6.1
|
)
|
Second Quarter
|
913.1
|
|
|
840.4
|
|
|
254.0
|
|
|
208.1
|
|
|
64.3
|
|
|
44.7
|
|
||||||
Third Quarter
|
868.0
|
|
|
809.7
|
|
|
237.4
|
|
|
204.9
|
|
|
64.3
|
|
|
29.4
|
|
||||||
Fourth Quarter
|
749.5
|
|
|
684.9
|
|
|
207.7
|
|
|
168.4
|
|
|
35.2
|
|
|
21.9
|
|
|
Basic Earnings (Loss)
per Share
(2)
|
|
Diluted Earnings (Loss) per Share
(2)
|
|
Cash Dividends per Common Share
|
||||||||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||||||
First Quarter
|
$
|
0.16
|
|
|
$
|
(0.12
|
)
|
|
$
|
0.16
|
|
|
$
|
(0.12
|
)
|
|
$
|
0.20
|
|
|
$
|
0.18
|
|
Second Quarter
|
1.28
|
|
|
0.88
|
|
|
1.26
|
|
|
0.87
|
|
|
0.24
|
|
|
0.18
|
|
||||||
Third Quarter
|
1.29
|
|
|
0.58
|
|
|
1.27
|
|
|
0.57
|
|
|
0.24
|
|
|
0.20
|
|
||||||
Fourth Quarter
|
0.72
|
|
|
0.44
|
|
|
0.70
|
|
|
0.43
|
|
|
0.24
|
|
|
0.20
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Realized losses (gains) on settled futures contracts
|
$
|
1.0
|
|
|
$
|
1.5
|
|
|
$
|
(0.1
|
)
|
Foreign currency exchange losses
|
0.5
|
|
|
0.8
|
|
|
1.4
|
|
|||
Losses (gains) on disposal of fixed assets
|
(1.0
|
)
|
|
0.4
|
|
|
(0.8
|
)
|
|||
Net change in unrealized losses (gains) on unsettled futures contracts
|
0.4
|
|
|
(2.2
|
)
|
|
3.8
|
|
|||
Asbestos-related litigation
|
6.3
|
|
|
—
|
|
|
—
|
|
|||
Acquisition expenses
(1)
|
0.2
|
|
|
0.1
|
|
|
1.0
|
|
|||
Special legal contingency charges
(2)
|
1.2
|
|
|
1.2
|
|
|
—
|
|
|||
Other items, net
|
0.7
|
|
|
0.7
|
|
|
0.4
|
|
|||
Losses and other expenses, net
|
$
|
9.3
|
|
|
$
|
2.5
|
|
|
$
|
5.7
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Research and development
(1)
|
$
|
53.7
|
|
|
$
|
50.7
|
|
|
$
|
50.3
|
|
Advertising, promotions and marketing
(2)
|
45.2
|
|
|
59.4
|
|
|
58.4
|
|
|||
Cooperative advertising expenditures
(3)
|
10.9
|
|
|
9.5
|
|
|
9.7
|
|
|||
Rent expense
(4)
|
53.5
|
|
|
67.8
|
|
|
69.6
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Interest expense, net of capitalized interest
|
$
|
16.5
|
|
|
$
|
18.9
|
|
|
$
|
18.7
|
|
Interest income
|
2.0
|
|
|
1.8
|
|
|
1.9
|
|
|||
Interest expense, net
|
$
|
14.5
|
|
|
$
|
17.1
|
|
|
$
|
16.8
|
|
|
Parent
|
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
ASSETS
|
|||||||||||||||||||
Current Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
1.1
|
|
|
$
|
10.5
|
|
|
$
|
26.4
|
|
|
$
|
—
|
|
|
$
|
38.0
|
|
Accounts and notes receivable, net
|
—
|
|
|
12.8
|
|
|
395.3
|
|
|
—
|
|
|
408.1
|
|
|||||
Inventories, net
|
—
|
|
|
253.6
|
|
|
128.4
|
|
|
(3.2
|
)
|
|
378.8
|
|
|||||
Deferred income taxes, net
|
0.9
|
|
|
21.2
|
|
|
5.7
|
|
|
(3.3
|
)
|
|
24.5
|
|
|||||
Other assets
|
3.4
|
|
|
38.4
|
|
|
70.2
|
|
|
(59.0
|
)
|
|
53.0
|
|
|||||
Assets of discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total current assets
|
5.4
|
|
|
336.5
|
|
|
626.0
|
|
|
(65.5
|
)
|
|
902.4
|
|
|||||
Property, plant and equipment, net
|
—
|
|
|
246.4
|
|
|
89.1
|
|
|
—
|
|
|
335.5
|
|
|||||
Goodwill
|
—
|
|
|
140.4
|
|
|
76.4
|
|
|
—
|
|
|
216.8
|
|
|||||
Investment in subsidiaries
|
1,138.8
|
|
|
337.5
|
|
|
(0.6
|
)
|
|
(1,475.7
|
)
|
|
—
|
|
|||||
Deferred income taxes
|
—
|
|
|
76.9
|
|
|
20.2
|
|
|
(8.6
|
)
|
|
88.5
|
|
|||||
Other assets, net
|
4.2
|
|
|
64.3
|
|
|
16.4
|
|
|
(1.4
|
)
|
|
83.5
|
|
|||||
Intercompany receivables (payables), net
|
(460.6
|
)
|
|
434.0
|
|
|
26.6
|
|
|
—
|
|
|
—
|
|
|||||
Total assets
|
$
|
687.8
|
|
|
$
|
1,636.0
|
|
|
$
|
854.1
|
|
|
$
|
(1,551.2
|
)
|
|
$
|
1,626.7
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|||||||||||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Short-term debt
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
165.9
|
|
|
$
|
—
|
|
|
$
|
165.9
|
|
Current maturities of long-term debt
|
—
|
|
|
1.0
|
|
|
0.3
|
|
|
—
|
|
|
1.3
|
|
|||||
Accounts payable
|
11.8
|
|
|
187.8
|
|
|
83.5
|
|
|
—
|
|
|
283.1
|
|
|||||
Accrued expenses
|
3.3
|
|
|
168.4
|
|
|
60.4
|
|
|
—
|
|
|
232.1
|
|
|||||
Income taxes payable
|
(30.3
|
)
|
|
75.7
|
|
|
49.9
|
|
|
(63.7
|
)
|
|
31.6
|
|
|||||
Liabilities of discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total current liabilities
|
(15.2
|
)
|
|
432.9
|
|
|
360.0
|
|
|
(63.7
|
)
|
|
714.0
|
|
|||||
Long-term debt
|
217.0
|
|
|
15.8
|
|
|
0.4
|
|
|
—
|
|
|
233.2
|
|
|||||
Post-retirement benefits, other than pensions
|
—
|
|
|
4.6
|
|
|
—
|
|
|
—
|
|
|
4.6
|
|
|||||
Pensions
|
—
|
|
|
58.4
|
|
|
11.6
|
|
|
—
|
|
|
70.0
|
|
|||||
Other liabilities
|
0.3
|
|
|
119.4
|
|
|
11.3
|
|
|
(11.8
|
)
|
|
119.2
|
|
|||||
Total liabilities
|
202.1
|
|
|
631.1
|
|
|
383.3
|
|
|
(75.5
|
)
|
|
1,141.0
|
|
|||||
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
||||||||||
Total stockholders' equity
|
485.7
|
|
|
1,004.9
|
|
|
470.8
|
|
|
(1,475.7
|
)
|
|
485.7
|
|
|||||
Total liabilities and stockholders' equity
|
$
|
687.8
|
|
|
$
|
1,636.0
|
|
|
$
|
854.1
|
|
|
$
|
(1,551.2
|
)
|
|
$
|
1,626.7
|
|
|
Parent
|
|
Guarantor
Subsidiaries |
|
Non-
Guarantor Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
ASSETS
|
|||||||||||||||||||
Current Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
1.0
|
|
|
$
|
13.4
|
|
|
$
|
37.4
|
|
|
$
|
—
|
|
|
$
|
51.8
|
|
Accounts and notes receivable, net
|
—
|
|
|
225.8
|
|
|
344.7
|
|
|
(197.1
|
)
|
|
373.4
|
|
|||||
Inventories, net
|
—
|
|
|
257.3
|
|
|
121.5
|
|
|
(4.0
|
)
|
|
374.8
|
|
|||||
Deferred income taxes, net
|
—
|
|
|
22.9
|
|
|
6.3
|
|
|
(1.7
|
)
|
|
27.5
|
|
|||||
Other assets
|
2.0
|
|
|
19.7
|
|
|
78.1
|
|
|
(38.8
|
)
|
|
61.0
|
|
|||||
Assets of discontinued operations
|
—
|
|
|
25.2
|
|
|
78.4
|
|
|
(5.0
|
)
|
|
98.6
|
|
|||||
Total current assets
|
3.0
|
|
|
564.3
|
|
|
666.4
|
|
|
(246.6
|
)
|
|
987.1
|
|
|||||
Property, plant and equipment, net
|
—
|
|
|
239.7
|
|
|
58.5
|
|
|
—
|
|
|
298.2
|
|
|||||
Goodwill
|
—
|
|
|
131.8
|
|
|
92.0
|
|
|
—
|
|
|
223.8
|
|
|||||
Investment in subsidiaries
|
2,179.9
|
|
|
337.0
|
|
|
(0.2
|
)
|
|
(2,516.7
|
)
|
|
—
|
|
|||||
Deferred income taxes
|
—
|
|
|
87.8
|
|
|
20.8
|
|
|
(5.8
|
)
|
|
102.8
|
|
|||||
Other assets, net
|
3.7
|
|
|
53.0
|
|
|
23.3
|
|
|
—
|
|
|
80.0
|
|
|||||
Intercompany receivables (payables), net
|
(1,289.8
|
)
|
|
1,013.6
|
|
|
89.8
|
|
|
186.4
|
|
|
—
|
|
|||||
Total assets
|
$
|
896.8
|
|
|
$
|
2,427.2
|
|
|
$
|
950.6
|
|
|
$
|
(2,582.7
|
)
|
|
$
|
1,691.9
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|||||||||||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Short-term debt
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
34.9
|
|
|
$
|
—
|
|
|
$
|
34.9
|
|
Current maturities of long-term debt
|
—
|
|
|
0.5
|
|
|
0.2
|
|
|
—
|
|
|
0.7
|
|
|||||
Accounts payable
|
—
|
|
|
198.6
|
|
|
86.1
|
|
|
—
|
|
|
284.7
|
|
|||||
Accrued expenses
|
2.5
|
|
|
157.0
|
|
|
60.8
|
|
|
(0.3
|
)
|
|
220.0
|
|
|||||
Income taxes payable
|
(27.3
|
)
|
|
35.0
|
|
|
38.5
|
|
|
(41.7
|
)
|
|
4.5
|
|
|||||
Liabilities of discontinued operations
|
—
|
|
|
42.3
|
|
|
12.9
|
|
|
—
|
|
|
55.2
|
|
|||||
Total current liabilities
|
(24.8
|
)
|
|
433.4
|
|
|
233.4
|
|
|
(42.0
|
)
|
|
600.0
|
|
|||||
Long-term debt
|
335.0
|
|
|
15.6
|
|
|
0.4
|
|
|
—
|
|
|
351.0
|
|
|||||
Post-retirement benefits, other than pensions
|
—
|
|
|
6.1
|
|
|
—
|
|
|
—
|
|
|
6.1
|
|
|||||
Pensions
|
—
|
|
|
114.7
|
|
|
19.7
|
|
|
—
|
|
|
134.4
|
|
|||||
Other liabilities
|
0.5
|
|
|
99.7
|
|
|
9.2
|
|
|
(7.3
|
)
|
|
102.1
|
|
|||||
Total liabilities
|
310.7
|
|
|
669.5
|
|
|
262.7
|
|
|
(49.3
|
)
|
|
1,193.6
|
|
|||||
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
||||||||||
Total stockholders' equity
|
586.1
|
|
|
1,757.7
|
|
|
687.9
|
|
|
(2,533.4
|
)
|
|
498.3
|
|
|||||
Total liabilities and stockholders' equity
|
$
|
896.8
|
|
|
$
|
2,427.2
|
|
|
$
|
950.6
|
|
|
$
|
(2,582.7
|
)
|
|
$
|
1,691.9
|
|
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net sales
|
$
|
—
|
|
|
$
|
2,557.9
|
|
|
$
|
837.0
|
|
|
$
|
(195.8
|
)
|
|
$
|
3,199.1
|
|
Cost of goods sold
|
—
|
|
|
1,900.9
|
|
|
632.8
|
|
|
(195.8
|
)
|
|
2,337.9
|
|
|||||
Gross profit
|
—
|
|
|
657.0
|
|
|
204.2
|
|
|
—
|
|
|
861.2
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Selling, general and administrative expenses
|
—
|
|
|
437.1
|
|
|
133.0
|
|
|
—
|
|
|
570.1
|
|
|||||
Losses and other expenses, net
|
1.1
|
|
|
7.9
|
|
|
0.3
|
|
|
—
|
|
|
9.3
|
|
|||||
Restructuring charges
|
—
|
|
|
2.9
|
|
|
2.1
|
|
|
—
|
|
|
5.0
|
|
|||||
Income from equity method investments
|
(181.7
|
)
|
|
(26.4
|
)
|
|
(9.7
|
)
|
|
205.6
|
|
|
(12.2
|
)
|
|||||
Operational income from continuing operations
|
180.6
|
|
|
235.5
|
|
|
78.5
|
|
|
(205.6
|
)
|
|
289.0
|
|
|||||
Interest expense, net
|
14.0
|
|
|
(2.1
|
)
|
|
2.6
|
|
|
—
|
|
|
14.5
|
|
|||||
Other expense, net
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
0.2
|
|
|||||
Income from continuing operations before income taxes
|
166.6
|
|
|
237.6
|
|
|
75.7
|
|
|
(205.6
|
)
|
|
274.3
|
|
|||||
Provision for income taxes
|
(5.2
|
)
|
|
73.7
|
|
|
25.9
|
|
|
—
|
|
|
94.4
|
|
|||||
Income from continuing operations
|
171.8
|
|
|
163.9
|
|
|
49.8
|
|
|
(205.6
|
)
|
|
179.9
|
|
|||||
Loss from discontinued operations
|
—
|
|
|
—
|
|
|
(8.1
|
)
|
|
—
|
|
|
(8.1
|
)
|
|||||
Net income
|
$
|
171.8
|
|
|
$
|
163.9
|
|
|
$
|
41.7
|
|
|
$
|
(205.6
|
)
|
|
$
|
171.8
|
|
Other comprehensive income (loss)
|
$
|
(38.8
|
)
|
|
$
|
36.3
|
|
|
$
|
(6.1
|
)
|
|
$
|
(30.2
|
)
|
|
$
|
(38.8
|
)
|
Comprehensive income
|
$
|
133.0
|
|
|
$
|
200.2
|
|
|
$
|
35.6
|
|
|
$
|
(235.8
|
)
|
|
$
|
133.0
|
|
|
Parent
|
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
Net Sales
|
$
|
—
|
|
|
$
|
2,327.7
|
|
|
$
|
824.0
|
|
|
$
|
(202.3
|
)
|
|
$
|
2,949.4
|
|
Cost of goods sold
|
0.2
|
|
|
1,799.6
|
|
|
629.2
|
|
|
(201.9
|
)
|
|
2,227.1
|
|
|||||
Gross profit
|
(0.2
|
)
|
|
528.1
|
|
|
194.8
|
|
|
(0.4
|
)
|
|
722.3
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Selling, general and administrative expenses
|
—
|
|
|
374.3
|
|
|
132.7
|
|
|
—
|
|
|
507.0
|
|
|||||
Losses and other expenses, net
|
(1.7
|
)
|
|
1.1
|
|
|
3.2
|
|
|
(0.1
|
)
|
|
2.5
|
|
|||||
Restructuring charges
|
—
|
|
|
2.8
|
|
|
1.4
|
|
|
—
|
|
|
4.2
|
|
|||||
Income from equity method investments
|
(116.3
|
)
|
|
(17.0
|
)
|
|
(7.8
|
)
|
|
130.6
|
|
|
(10.5
|
)
|
|||||
Operational income from continuing operations
|
117.8
|
|
|
166.9
|
|
|
65.3
|
|
|
(130.9
|
)
|
|
219.1
|
|
|||||
Interest expense, net
|
16.6
|
|
|
(2.4
|
)
|
|
2.9
|
|
|
—
|
|
|
17.1
|
|
|||||
Other expense, net
|
—
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
0.3
|
|
|||||
Income from continuing operations before income taxes
|
101.2
|
|
|
169.3
|
|
|
62.1
|
|
|
(130.9
|
)
|
|
201.7
|
|
|||||
Provision for income taxes
|
(4.9
|
)
|
|
50.5
|
|
|
21.2
|
|
|
(0.1
|
)
|
|
66.7
|
|
|||||
Income from continuing operations
|
106.1
|
|
|
118.8
|
|
|
40.9
|
|
|
(130.8
|
)
|
|
135.0
|
|
|||||
Loss from discontinued operations
|
—
|
|
|
(18.5
|
)
|
|
(26.5
|
)
|
|
—
|
|
|
(45.0
|
)
|
|||||
Net income
|
$
|
106.1
|
|
|
$
|
100.3
|
|
|
$
|
14.4
|
|
|
$
|
(130.8
|
)
|
|
$
|
90.0
|
|
Other comprehensive income (loss)
|
$
|
6.7
|
|
|
$
|
(2.8
|
)
|
|
$
|
5.2
|
|
|
$
|
5.7
|
|
|
$
|
14.8
|
|
Comprehensive Income
|
$
|
112.8
|
|
|
$
|
97.5
|
|
|
$
|
19.6
|
|
|
$
|
(125.1
|
)
|
|
$
|
104.8
|
|
|
Parent
|
|
Guarantor
Subsidiaries |
|
Non-
Guarantor Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
Net Sales
|
$
|
—
|
|
|
$
|
2,190.1
|
|
|
$
|
850.1
|
|
|
$
|
(199.3
|
)
|
|
$
|
2,840.9
|
|
Cost of goods sold
|
0.2
|
|
|
1,721.0
|
|
|
650.6
|
|
|
(200.8
|
)
|
|
2,171.0
|
|
|||||
Gross profit
|
(0.2
|
)
|
|
469.1
|
|
|
199.5
|
|
|
1.5
|
|
|
669.9
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Selling, general and administrative expenses
|
—
|
|
|
327.0
|
|
|
149.9
|
|
|
—
|
|
|
476.9
|
|
|||||
Losses and other expenses, net
|
12.1
|
|
|
1.4
|
|
|
(7.8
|
)
|
|
—
|
|
|
5.7
|
|
|||||
Restructuring charges
|
—
|
|
|
10.8
|
|
|
1.7
|
|
|
—
|
|
|
12.5
|
|
|||||
Income from equity method investments
|
(135.3
|
)
|
|
(31.2
|
)
|
|
(7.1
|
)
|
|
164.0
|
|
|
(9.6
|
)
|
|||||
Operational income from continuing operations
|
123.0
|
|
|
161.1
|
|
|
62.8
|
|
|
(162.5
|
)
|
|
184.4
|
|
|||||
Interest expense, net
|
16.8
|
|
|
(4.0
|
)
|
|
4.0
|
|
|
—
|
|
|
16.8
|
|
|||||
Other expense, net
|
—
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
0.3
|
|
|||||
Income from continuing operations before income taxes
|
106.2
|
|
|
165.1
|
|
|
58.5
|
|
|
(162.5
|
)
|
|
167.3
|
|
|||||
Provision for income taxes
|
(9.8
|
)
|
|
46.0
|
|
|
19.1
|
|
|
0.5
|
|
|
55.8
|
|
|||||
Income from continuing operations
|
116.0
|
|
|
119.1
|
|
|
39.4
|
|
|
(163.0
|
)
|
|
111.5
|
|
|||||
Loss from discontinued operations
|
—
|
|
|
(29.8
|
)
|
|
6.6
|
|
|
—
|
|
|
(23.2
|
)
|
|||||
Net income
|
$
|
116.0
|
|
|
$
|
89.3
|
|
|
$
|
46.0
|
|
|
$
|
(163.0
|
)
|
|
$
|
88.3
|
|
Other comprehensive loss
|
$
|
(16.9
|
)
|
|
$
|
(22.4
|
)
|
|
$
|
(27.3
|
)
|
|
$
|
(0.7
|
)
|
|
$
|
(67.3
|
)
|
Comprehensive Income
|
$
|
99.1
|
|
|
$
|
66.9
|
|
|
$
|
18.7
|
|
|
$
|
(163.7
|
)
|
|
$
|
21.0
|
|
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Cash flows from operating activities:
|
$
|
(30.4
|
)
|
|
$
|
328.4
|
|
|
$
|
(87.7
|
)
|
|
$
|
—
|
|
|
$
|
210.3
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from the disposal of property, plant and equipment
|
—
|
|
|
2.4
|
|
|
—
|
|
|
—
|
|
|
2.4
|
|
|||||
Purchases of property, plant and equipment
|
—
|
|
|
(55.8
|
)
|
|
(22.5
|
)
|
|
—
|
|
|
(78.3
|
)
|
|||||
Net proceeds from sale of business
|
5.3
|
|
|
—
|
|
|
3.3
|
|
|
—
|
|
|
8.6
|
|
|||||
Net cash provided by (used in) in investing activities
|
5.3
|
|
|
(53.4
|
)
|
|
(19.2
|
)
|
|
—
|
|
|
(67.3
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Short-term borrowings, net
|
—
|
|
|
—
|
|
|
2.0
|
|
|
—
|
|
|
2.0
|
|
|||||
Asset securitization borrowings
|
—
|
|
|
—
|
|
|
330.0
|
|
|
—
|
|
|
330.0
|
|
|||||
Asset securitization payments
|
—
|
|
|
—
|
|
|
(200.0
|
)
|
|
—
|
|
|
(200.0
|
)
|
|||||
Long-term debt payments
|
—
|
|
|
(0.7
|
)
|
|
(0.3
|
)
|
|
—
|
|
|
(1.0
|
)
|
|||||
Borrowings from revolving credit facility
|
1,425.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,425.5
|
|
|||||
Payments on revolving credit facility
|
(1,543.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,543.5
|
)
|
|||||
Proceeds from employee stock purchases
|
1.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.8
|
|
|||||
Additional investment in subsidiary
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
|
—
|
|
|
(0.5
|
)
|
|||||
Repurchases of common stock
|
(125.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(125.0
|
)
|
|||||
Repurchases of common stock to satisfy employee withholding tax obligations
|
(12.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12.0
|
)
|
|||||
Excess tax benefits related to share-based payments
|
6.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6.5
|
|
|||||
Intercompany debt
|
(26.8
|
)
|
|
12.3
|
|
|
14.5
|
|
|
—
|
|
|
—
|
|
|||||
Intercompany financing
|
332.7
|
|
|
(289.5
|
)
|
|
(43.2
|
)
|
|
—
|
|
|
—
|
|
|||||
Cash dividends paid
|
(34.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(34.0
|
)
|
|||||
Net cash provided by (used in) in financing activities
|
25.2
|
|
|
(277.9
|
)
|
|
102.5
|
|
|
—
|
|
|
(150.2
|
)
|
|||||
Increase (decrease) in cash and cash equivalents
|
0.1
|
|
|
(2.9
|
)
|
|
(4.4
|
)
|
|
—
|
|
|
(7.2
|
)
|
|||||
Effect of exchange rates on cash and cash equivalents
|
—
|
|
|
—
|
|
|
(6.6
|
)
|
|
—
|
|
|
(6.6
|
)
|
|||||
Cash and cash equivalents, beginning of year
|
1.0
|
|
|
13.4
|
|
|
37.4
|
|
|
—
|
|
|
51.8
|
|
|||||
Cash and cash equivalents, end of year
|
$
|
1.1
|
|
|
$
|
10.5
|
|
|
$
|
26.4
|
|
|
$
|
—
|
|
|
$
|
38.0
|
|
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Cash flows from operating activities:
|
$
|
20.7
|
|
|
$
|
207.3
|
|
|
$
|
(6.6
|
)
|
|
$
|
—
|
|
|
$
|
221.4
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from the disposal of property, plant and equipment
|
—
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|||||
Purchases of property, plant and equipment
|
—
|
|
|
(37.7
|
)
|
|
(12.5
|
)
|
|
—
|
|
|
(50.2
|
)
|
|||||
Net proceeds from sale of business
|
—
|
|
|
10.1
|
|
|
—
|
|
|
—
|
|
|
10.1
|
|
|||||
Net cash used in discontinued operations
|
—
|
|
|
(0.5
|
)
|
|
0.1
|
|
|
—
|
|
|
(0.4
|
)
|
|||||
Net cash used in investing activities
|
—
|
|
|
(28.0
|
)
|
|
(12.4
|
)
|
|
—
|
|
|
(40.4
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Short-term borrowings, net
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
0.2
|
|
|||||
Asset securitization borrowings
|
—
|
|
|
—
|
|
|
645.0
|
|
|
—
|
|
|
645.0
|
|
|||||
Asset securitization payments
|
—
|
|
|
—
|
|
|
(615.0
|
)
|
|
—
|
|
|
(615.0
|
)
|
|||||
Long-term debt payments
|
—
|
|
|
(0.7
|
)
|
|
(0.4
|
)
|
|
—
|
|
|
(1.1
|
)
|
|||||
Borrowings from revolving credit facility
|
967.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
967.0
|
|
|||||
Payments on revolving credit facility
|
(1,075.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,075.0
|
)
|
|||||
Proceeds from stock option exercises
|
0.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.8
|
|
|||||
Repurchases of common stock
|
(50.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(50.1
|
)
|
|||||
Repurchases of common stock to satisfy employee withholding tax obligations
|
(7.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7.8
|
)
|
|||||
Excess tax benefits related to share-based payments
|
3.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.5
|
|
|||||
Intercompany debt
|
2.4
|
|
|
(4.0
|
)
|
|
1.6
|
|
|
—
|
|
|
—
|
|
|||||
Intercompany financing activity
|
186.1
|
|
|
(170.9
|
)
|
|
(15.2
|
)
|
|
—
|
|
|
—
|
|
|||||
Cash dividends paid
|
(47.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(47.6
|
)
|
|||||
Net cash provided by (used in) financing activities
|
(20.7
|
)
|
|
(175.6
|
)
|
|
16.2
|
|
|
—
|
|
|
(180.1
|
)
|
|||||
Increase (decrease) in cash and cash equivalents
|
—
|
|
|
3.7
|
|
|
(2.8
|
)
|
|
—
|
|
|
0.9
|
|
|||||
Effect of exchange rates on cash and cash equivalents
|
—
|
|
|
—
|
|
|
5.9
|
|
|
—
|
|
|
5.9
|
|
|||||
Cash and cash equivalents, beginning of year
|
1.0
|
|
|
9.7
|
|
|
34.3
|
|
|
—
|
|
|
45.0
|
|
|||||
Cash and cash equivalents, end of year
|
$
|
1.0
|
|
|
$
|
13.4
|
|
|
$
|
37.4
|
|
|
$
|
—
|
|
|
$
|
51.8
|
|
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Cash flows from operating activities:
|
$
|
(2.6
|
)
|
|
$
|
18.0
|
|
|
$
|
60.8
|
|
|
$
|
—
|
|
|
$
|
76.2
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from the disposal of property, plant and equipment
|
—
|
|
|
0.1
|
|
|
0.1
|
|
|
—
|
|
|
0.2
|
|
|||||
Purchases of property, plant and equipment
|
—
|
|
|
(34.2
|
)
|
|
(7.2
|
)
|
|
—
|
|
|
(41.4
|
)
|
|||||
Net proceeds from sale of businesses
|
—
|
|
|
—
|
|
|
0.6
|
|
|
—
|
|
|
0.6
|
|
|||||
Acquisition of businesses
|
—
|
|
|
(147.7
|
)
|
|
—
|
|
|
—
|
|
|
(147.7
|
)
|
|||||
Change in restricted cash
|
—
|
|
|
—
|
|
|
12.2
|
|
|
—
|
|
|
12.2
|
|
|||||
Net cash used in discontinued operations
|
—
|
|
|
(1.5
|
)
|
|
(0.2
|
)
|
|
—
|
|
|
(1.7
|
)
|
|||||
Net cash provided by (used in) investing activities
|
—
|
|
|
(183.3
|
)
|
|
5.5
|
|
|
—
|
|
|
(177.8
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Short-term borrowings, net
|
—
|
|
|
—
|
|
|
3.8
|
|
|
—
|
|
|
3.8
|
|
|||||
Asset securitization borrowings
|
—
|
|
|
—
|
|
|
345.0
|
|
|
—
|
|
|
345.0
|
|
|||||
Asset securitization payments
|
—
|
|
|
—
|
|
|
(345.0
|
)
|
|
—
|
|
|
(345.0
|
)
|
|||||
Long-term debt payments
|
—
|
|
|
(0.8
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
(0.9
|
)
|
|||||
Borrowings from revolving credit facility
|
1,539.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,539.5
|
|
|||||
Payments on revolving credit facility
|
(1,396.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,396.5
|
)
|
|||||
Proceeds from stock option exercises
|
2.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.5
|
|
|||||
Payments of deferred financing costs
|
(2.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.2
|
)
|
|||||
Repurchases of common stock
|
(119.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(119.7
|
)
|
|||||
Repurchases of common stock to satisfy employee withholding tax obligations
|
(3.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.3
|
)
|
|||||
Excess tax benefits related to share-based payments
|
1.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.4
|
|
|||||
Intercompany debt
|
115.1
|
|
|
(8.1
|
)
|
|
(107.0
|
)
|
|
—
|
|
|
—
|
|
|||||
Intercompany financing activity
|
(177.8
|
)
|
|
169.2
|
|
|
8.6
|
|
|
—
|
|
|
—
|
|
|||||
Cash dividends paid
|
(36.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(36.5
|
)
|
|||||
Net cash provided by (used in) financing activities
|
(77.5
|
)
|
|
160.3
|
|
|
(94.7
|
)
|
|
—
|
|
|
(11.9
|
)
|
|||||
Decrease in cash and cash equivalents
|
(80.1
|
)
|
|
(5.0
|
)
|
|
(28.4
|
)
|
|
—
|
|
|
(113.5
|
)
|
|||||
Effect of exchange rates on cash and cash equivalents
|
—
|
|
|
—
|
|
|
(1.5
|
)
|
|
—
|
|
|
(1.5
|
)
|
|||||
Cash and cash equivalents, beginning of year
|
81.1
|
|
|
14.7
|
|
|
64.2
|
|
|
—
|
|
|
160.0
|
|
|||||
Cash and cash equivalents, end of year
|
$
|
1.0
|
|
|
$
|
9.7
|
|
|
$
|
34.3
|
|
|
$
|
—
|
|
|
$
|
45.0
|
|
•
|
Report of Independent Registered Public Accounting Firm
|
•
|
Consolidated Balance Sheets as of
December 31, 2013
and
2012
|
•
|
Consolidated Statements of Operations for the Years Ended
December 31, 2013
,
2012
and
2011
|
•
|
Consolidated Statements of Comprehensive Income for the Years Ended
December 31, 2013
,
2012
and
2011
|
•
|
Consolidated Statements of Stockholders' Equity for the Years Ended
December 31, 2013
,
2012
and
2011
|
•
|
Consolidated Statements of Cash Flows for the Years Ended
December 31, 2013
,
2012
and
2011
|
•
|
Notes to the Consolidated Financial Statements for the Years Ended
December 31, 2013
,
2012
and
2011
|
SIGNATURE
|
|
TITLE
|
DATE
|
|
|
|
|
/s/ TODD M. BLUEDORN
|
|
Chief Executive Officer and Chairman of the Board of Directors
|
February 13, 2014
|
Todd M. Bluedorn
|
|
(Principal Executive Officer)
|
|
|
|
|
|
/s/ JOSEPH W. REITMEIER
|
|
Executive Vice President and Chief Financial Officer
|
February 13, 2014
|
Joseph W. Reitmeier
|
|
(Principal Financial Officer)
|
|
|
|
|
|
/s/ ROY A. RUMBOUGH
|
|
Vice President, Controller and Chief Accounting Officer
|
February 13, 2014
|
Roy A. Rumbough
|
|
(Principal Accounting Officer)
|
|
|
|
|
|
/s/ RICHARD L. THOMPSON
|
|
Lead Director
|
February 13, 2014
|
Richard L. Thompson
|
|
|
|
|
|
|
|
/s/ JANET K. COOPER
|
|
Director
|
February 13, 2014
|
Janet K. Cooper
|
|
|
|
|
|
|
|
/s/ C.L. (JERRY) HENRY
|
|
Director
|
February 13, 2014
|
C.L. (Jerry) Henry
|
|
|
|
|
|
|
|
/s/ JOHN E. MAJOR
|
|
Director
|
February 13, 2014
|
John E. Major
|
|
|
|
|
|
|
|
/s/ JOHN W. NORRIS, III
|
|
Director
|
February 13, 2014
|
John W. Norris, III
|
|
|
|
|
|
|
|
/s/ PAUL W. SCHMIDT
|
|
Director
|
February 13, 2014
|
Paul W. Schmidt
|
|
|
|
|
|
|
|
/s/ TERRY D. STINSON
|
|
Director
|
February 13, 2014
|
Terry D. Stinson
|
|
|
|
|
|
|
|
/s/ GREGORY T. SWIENTON
|
|
Director
|
February 13, 2014
|
Gregory T. Swienton
|
|
|
|
|
|
|
|
/s/ TODD J. TESKE
|
|
Director
|
February 13, 2014
|
Todd J. Teske
|
|
|
|
|
Balance at beginning of year
|
|
Additions charged to cost and expenses
|
|
Write-offs
|
|
Recoveries
|
|
Other
|
|
Balance at end of year
|
||||||||||||
2011:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Allowance for doubtful accounts
|
$
|
11.4
|
|
|
$
|
4.3
|
|
|
$
|
(8.8
|
)
|
|
$
|
1.6
|
|
|
$
|
2.8
|
|
|
$
|
11.3
|
|
2012:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Allowance for doubtful accounts
|
$
|
11.3
|
|
|
$
|
3.9
|
|
|
$
|
(6.8
|
)
|
|
$
|
1.8
|
|
|
$
|
(0.7
|
)
|
|
$
|
9.5
|
|
2013:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Allowance for doubtful accounts
|
$
|
9.5
|
|
|
$
|
3.6
|
|
|
$
|
(4.6
|
)
|
|
$
|
1.6
|
|
|
$
|
(0.3
|
)
|
|
$
|
9.8
|
|
3.1
|
Restated Certificate of Incorporation of Lennox International Inc. (“LII”) (filed as Exhibit 3.1 to LII’s Registration Statement on Form S-1 (Registration Statement No. 333-75725) filed on April 6, 1999 and incorporated herein by reference).
|
3.2
|
Amended and Restated Bylaws of LII (filed as Exhibit 3.1 to LII’s Current Report on Form 8-K filed on December 16, 2013 and incorporated herein by reference).
|
4.1
|
Specimen Stock Certificate for the Common Stock, par value $.01 per share, of LII (filed as Exhibit 4.1 to LII’s Amendment to Registration Statement on Form S-1/A (Registration No. 333-75725) filed on June 16, 1999 and incorporated herein by reference).
|
4.2
|
Indenture, dated as of May 3, 2010, between LII and U.S. Bank National Association, as trustee (filed as Exhibit 4.3 to LII’s Post-Effective Amendment No. 1 to Registration Statement on S-3 (Registration No. 333-155796) filed on May 3, 2010, and incorporated herein by reference).
|
4.3
|
Form of First Supplemental Indenture among LII, the guarantors party thereto and U.S. Bank National Association, as trustee (filed as Exhibit 4.11 to LII’s Post-Effective Amendment No. 1 to Registration Statement on S-3 (Registration No. 333-155796) filed on May 3, 2010, and incorporated herein by reference).
|
4.4
|
Second Supplemental Indenture dated as of March 28, 2011, among Heatcraft Inc., a Mississippi corporation, Heatcraft Refrigeration Products LLC, a Delaware limited liability company and Advanced Distributor Products LLC, a Delaware limited liability company (the “Guarantors”), LII, and each other then existing Guarantor under the Indenture dated as of May 3, 2010, and U.S. Bank National Association as Trustee (filed as Exhibit 4.4 to LII’s Quarterly Report on Form 10-Q filed on April 26, 2011, and incorporated herein by reference).
|
4.5
|
Fourth Supplemental Indenture, dated as of December 10, 2013 among Lennox National Account Services LLC, LGL Australia (US) Inc., Lennox International Inc., each other existing Guarantor under the Indenture, dated as of May 3, 2010, as subsequently supplemented, and U.S. Bank National Association (filed herewith).
|
4.6
|
Form of 4.900% Note due 2017 (filed as Exhibit 4.3 to LII’s Current Report on Form 8-K filed on May 6, 2010 and incorporated herein by reference).
|
10.1
|
Amendment No. 2 to Amended and Restated Receivables Purchase Agreement, effective as of November 15, 2013, among LPAC Corp., as the Seller, Lennox Industries Inc., as the Master Servicer, Victory Receivables Corporation, as a Purchaser, The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as Administrative Agent, a Liquidity Bank, and the BTMU Purchaser Agent, and PNC Bank, National Association as a Liquidity Bank and the PNC Purchaser Agent (filed as Exhibit 10.1 to LII's Current Report on Form 8-K filed on November 19, 2013 and incorporated herein by reference).
|
10.2
|
Fourth Amended and Restated Revolving Credit Facility Agreement dated as of October 21, 2011, among Lennox International Inc., a Delaware corporation, the Lenders party thereto, and JPMorgan Chase Bank, National Association, as Administrative Agent (filed as Exhibit 10.2 to LII's Annual Report on Form 10-K filed on February 16, 2012 and incorporated herein by reference).
|
10.3
|
Subsidiary Joinder Agreement dated as of December 10, 2013 signed by Lennox National Account Services LLC and LGL Australia (US) Inc. for the benefit of JPMorgan Chase Bank, National Association and the lenders under the Fourth Amended and Restated Revolving Credit Facility Agreement dated as of October 21, 2011 (filed herewith).
|
10.4
|
Amended and Restated Lease Agreement, dated as of March 22, 2013, by and between BTMU Capital Leasing & Finance, Inc., as lessor, and Lennox International Inc., as lessee (filed as Exhibit 10.1 to LII's Current Report on Form 8-K filed on March 25, 2013 and incorporated herein by reference).
|
10.5
|
Amended and Restated Participation Agreement, dated as of March 22, 2013, by and among Lennox International Inc., as lessee and BTMU Capital Leasing & Finance, Inc., as lessor (filed as Exhibit 10.2 to LII's Current Report on Form 8-K filed on March 25, 2013 and incorporated herein by reference).
|
10.6
|
Amended and Restated Memorandum of Lease, Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of March 22, 2013, by and among Lennox International Inc., BTMU Capital Leasing and Finance, Inc. and David Parnell, as Deed of Trust Trustee, for the benefit of BTMU Capital Leasing & Finance, Inc. (filed as Exhibit 10.3 to LII's Current Report on Form 8-K filed on March 25, 2013 and incorporated herein by reference).
|
10.7
|
Mutual Release executed March 13, 2013 among JPMorgan Chase Bank, National Association, Service Experts LLC and Service Experts Heating & Air Conditioning LLC (filed herewith).
|
10.8*
|
Lennox International Inc. 2010 Incentive Plan, as amended and restated (filed as Exhibit 10.1 to LII's Current Report on Form 8-K filed on May 19, 2010 and incorporated herein by reference).
|
10.9*
|
Form of Long-Term Incentive Award Agreement for U.S. Employees - Vice President and Above (for use under the 2010 Incentive Plan) (filed herewith).
|
10.10*
|
Form of Restricted Stock Unit Award Agreement for Non-Employee Directors (for use under the 2010 Incentive Plan) (filed as Exhibit 10.9 to LII's Annual Report on Form 10-K filed on February 15, 2013 as incorporated herein by reference).
|
10.11*
|
Amendment of Long-Term Incentive Award Agreements for U.S. Employees -Vice President and Above and U.S. Employees- Directors (filed herewith).
|
10.12*
|
Amended and Restated 1998 Incentive Plan of Lennox International Inc. (filed as Exhibit 10.1 to LII's Quarterly Report on Form 10-Q for the quarter ended March 31, 2005 and incorporated herein by reference).
|
10.13*
|
Form of 2009 Long-Term Incentive Award Agreement for U.S. Employees of LII under the 1998 Incentive Plan of LII (filed as Exhibit 10.4 to LII's Current Report on Form 8-K filed on December 17, 2008 and incorporated herein by reference).
|
10.14*
|
Form of 2009 Long-Term Incentive Award Agreement Non-Employee Director under the 1998 Incentive Plan of LII (filed as Exhibit 10.9 to LII's Annual Report on Form 10-K for the year ended December 31, 2008 and incorporated by reference).
|
10.15*
|
Lennox International Inc. Profit Sharing Restoration Plan, as amended and restated effective January 1, 2009 (filed as Exhibit 10.3 to LII's Current Report on Form 8-K filed on December 17, 2008 and incorporated herein by reference).
|
10.16*
|
Lennox International Inc. Supplemental Retirement Plan, as amended and restated effective January 1, 2009 (filed as Exhibit 10.2 to LII's Current Report on Form 8-K filed on December 17, 2008 and incorporated herein by reference).
|
10.17*
|
Form of Indemnification Agreement entered into between LII and certain executive officers and directors of LII (filed as Exhibit 10.15 to LII's Registration Statement on Form S-1 (Registration No. 333-75725) filed on April 6, 1999 and incorporated herein by reference).
|
10.18*
|
Form of Employment Agreement entered into between LII and certain executive officers of LII (filed as Exhibit 10.30 to LII's Annual Report on Form 10-K for the year ended December 31, 2006 and incorporated herein by reference).
|
10.19*
|
Form of Amendment to Employment Agreement entered into between LII and certain executive officers of LII (filed as Exhibit 10.2 to LII's Current Report on Form 8-K filed on December 12, 2007 and incorporated herein by reference).
|
10.20*
|
Form of Change of Control Employment Agreement entered into between LII and certain executive officers of LII (filed as Exhibit 10.1 to LII's Current Report on Form 8-K filed on July 11, 2012 and incorporated herein by reference).
|
10.21*
|
Lennox International Inc. Directors' Retirement Plan (as Amended and Restated as of January 1, 2010) (filed as Exhibit 10.1 to LII's Current Report on Form 8-K filed on December 16, 2009 and incorporated herein by reference).
|
10.22*
|
Form of Change of Control Employment Agreement entered into between LII and certain executive officers of LII (filed as Exhibit 10.1 to LII's Current Report on Form 8-K filed on December 17, 2008 and incorporated herein by reference).
|
21.1
|
Subsidiaries of LII (filed herewith).
|
23.1
|
Consent of KPMG LLP (filed herewith).
|
31.1
|
Certification of the principal executive officer (filed herewith).
|
31.2
|
Certification of the principal financial officer (filed herewith).
|
32.1
|
Certification of the principal executive officer and the principal financial officer pursuant to 18 U.S.C. Section 1350 (furnished herewith).
|
*
|
Management contract or compensatory plan or arrangement.
|
|
|
|
|
|
|
LENNOX INDUSTRIES INC.
ALLIED AIR ENTERPRISES INC.
LENNOX GLOBAL LTD.
HEATCRAFT INC.
HEATCRAFT REFRIGERATION PRODUCTS LLC
ADVANCED DISTRIBUTOR PRODUCTS LLC
Lennox National Account Services LLC
LGL Australia (US) Inc.
|
|
||
|
By:
|
/s/ Rick Pelini
|
|
|
|
|
Name:
|
Rick Pelini
|
|
|
|
Title:
|
Vice President and Treasurer
|
|
|
||||
|
||||
|
LENNOX INTERNATIONAL INC.
|
|
||
|
By:
|
/s/ Rick Pelini
|
|
|
|
|
Name:
|
Rick Pelini
|
|
|
|
Title:
|
Vice President and Treasurer
|
|
|
|
|
|
|
|
U.S. BANK NATIONAL ASSOCIATION, as Trustee
|
|
|
||
By:
|
/s/ Brad Hounsel
|
|
|
|
|
Name:
|
_
Brad Hounsel
____________
|
|
|
|
Title:
|
Vice President
|
|
|
|
|
|
|
|
|
Lennox National Account Services LLC
|
|
LGL Australia (US) Inc.
|
||
|
|
|
|
|
By:
/s/ Rick Pelini
|
|
By:
/s/ Rick Pelini
|
|
|
Rick Pelini
|
|
Rick Pelini
|
|
|
Vice President and Treasurer
|
|
Vice President and Treasurer
|
|
|
A.
|
Lennox International Inc. (''Borrower"), the lenders party thereto and the Administrative Agent have entered into that certain Fourth Amended and Restated Revolving Credit Facility Agreement, dated as of October 21, 2011(as the same has been amended or may be amended, the “Credit Agreement"). All capitalized terms used herein, unless otherwise defined herein, shall have the meanings as set forth in the Credit Agreement
|
B
|
In connection with the Credit Agreement, each of the Subsidiary Guarantors guaranteed the Obligations pursuant to that certain Fourth Amended and Restated Subsidiary Guaranty Agreement dated October 21, 2011 (the "Guaranty").
|
C.
|
Borrower and the other Subsidiary Guarantors have advised the Administrative Agent and the other Secured Parties that Borrower intends to sell all the Equity interests issued by Service Experts and, as all of the Equity Interests in Service Experts Heating are owned by Service Experts, all of the Equity Interests in Service Experts Heating (such sale, the "'Disposition'').
|
D
|
The Administrative Agent has agreed to release the Prior Guarantors from their obligations under or in respect of the Guaranty and all other Loan Documents, on and subject to the terms of this Release.
|
2.
|
Effective immediately prior to the closing of the Disposition, each Prior Guarantor hereby releases and discharges the Administrative Agent and each other Secured Party and their respective officers, directors,
|
3.
|
Each of the Prior Guarantors represents that it has not assigned or transferred, or purported to assign or transfer to any Person, any of the obligations, indebtedness, liability, claims, rights, causes of action or demands released pursuant hereto (the “Claims'') or any portion thereof or interest therein and that it is the sole and rightful owner of any such Claims. The parties hereto understand and agree: (i) the consideration
|
5.
|
This Release embodies the final, entire agreement among the parties hereto and supersedes any and all prior commitments, agreements, representations and understandings whether written or oral relating to the subject matter hereof and may not be contradicted or varied by evidence of prior, contemporaneous or subsequent oral agreements or discussions of the parties hereto.
|
6.
|
This Release shall be governed by and construed in accordance with the internal laws of the State of New York, other than those conflicts of law provisions that would defer to the substantive laws of another jurisdiction. This governing law election as been made by the parties in reliance (at least in part) on Section 5-1401 of the General Obligations Law of the State of New York, as amended (as
|
7.
|
This Release may be executed in one or more counterparts and on telecopy or other electronically reproduced counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page of this Release by telecopy or other electronic communication shall be effective as delivery of manually executed counterpart of this Release.
|
1.
|
Conditions for Vesting
.
|
PSU Award - Performance Goals
|
|||
|
Threshold
|
Target
|
Maximum
|
Earned PSUs
Payout Levels
|
50%
|
100%
|
200%
|
Core Net Income: 3-year compound annual growth rate
|
__%
|
_%
|
__%
|
ROIC: 3-year weighted average*
|
__%
|
__%
|
__%
|
|
|
|
|
|
|
Name
|
|
Ownership
|
|
|
Jurisdiction
|
Allied Air Enterprises LLC
|
|
100%
|
|
|
Delaware
|
|
|
|
|
|
|
Lennox Industries (Canada) Ltd.
|
|
100%
|
|
|
Canada
|
LII United Products, S. de R.L. de C.V.
|
|
99.97%
|
|
|
Mexico
|
LII United Comfort Systems, S. de R.L. de C.V.
|
|
99%
|
|
|
Mexico
|
1372247 Ontario Inc.
|
|
100%
|
|
|
Canada
|
|
|
|
|
|
|
LPAC Corp.
|
|
100%
|
|
|
Delaware
|
|
|
|
|
|
|
LII United Products, S. de R.L. de C.V.
|
|
0.03%
|
|
|
Mexico
|
LII Comercial de Mexico,S. de R.L. de C.V.
|
|
0.03%
|
|
|
Mexico
|
|
|
|
|
|
|
LII United Comfort Systems, S. de R.L. de C.V.
|
|
1%
|
|
|
Mexico
|
|
|
|
|
|
|
Lennox National Account Services Inc.
|
|
100%
|
|
|
California
|
Lennox National Account Services LLC
|
|
100%
|
|
|
Florida
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Ownership
|
|
Jurisdiction
|
LGL Holland B.V.
|
|
100%
|
|
Netherlands
|
|
|
|
|
|
Lennox Ukraine LLC
|
|
99%
|
|
Ukraine
|
|
|
|
|
|
Lennox India Technology Centre Private Ltd.
|
|
99.9%
|
|
India
|
|
|
|
|
|
Etablissements Brancher S.A.S.
|
|
100%
|
|
France
|
LGL France S.A.S.
|
|
99.99964%
|
|
France
|
Hyfra Ind. GmbH
|
|
0.1%
|
|
Germany
|
Lennox France S.A.S.
|
|
100%
|
|
France
|
Lennox Refac, S.A.
|
|
0.02%
|
|
Spain
|
|
|
|
|
|
LGL Germany GmbH
|
|
100%
|
|
Germany
|
Hyfra Ind. GmbH
|
|
99.9%
|
|
Germany
|
Lennox Deutschland GmbH
|
|
100%
|
|
Germany
|
LGL Deutschland GmbH
|
|
100%
|
|
Germany
|
|
|
|
|
|
Lennox Global Spain S.L.
|
|
100%
|
|
Spain
|
LGL Refrigeration Spain S.A.
|
|
100%
|
|
Spain
|
Lennox Refac, S.A.
|
|
99.98%
|
|
Spain
|
Lennox Portugal Lda
|
|
100%
|
|
Portugal
|
|
|
|
|
|
Lennox Polska sp. z.o.o.
|
|
99.5%
|
|
Poland
|
|
|
|
|
|
Lennox Benelux B.V.
|
|
100%
|
|
Netherlands
|
Lennox Benelux N.V./S.A.
|
|
100%
|
|
Belgium
|
Lennox Polska sp. z.o.o.
|
|
0.5%
|
|
Poland
|
Lennox Zao
|
|
0.5%
|
|
Russia
|
Lennox Ukraine LLC
|
|
1%
|
|
Ukraine
|
|
|
|
|
|
HCF-Lennox Limited
|
|
100%
|
|
United Kingdom
|
Lennox Industries
|
|
99.955%
|
|
United Kingdom
|
|
|
|
|
|
Lennox Zao
|
|
99.5%
|
|
Russia
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Ownership
|
|
|
Jurisdiction
|
LGL Co Pty Ltd
|
|
100%
|
|
|
Australia
|
IGLL Pty Ltd
|
|
100%
|
|
|
Australia
|
LGL Australia Finance Pty Ltd
|
|
10%
|
|
|
Australia
|
LGL Australia Finance Pty Ltd
|
|
90%
|
|
|
Australia
|
LGL Australia Holdings Pty Ltd
|
|
100%
|
|
|
Australia
|
Heatcraft Australia Pty Ltd
|
|
100%
|
|
|
Australia
|
Heatcraft Albury Pty Ltd
|
|
100%
|
|
|
Australia
|
Heatcraft Geelong Pty Ltd
|
|
100%
|
|
|
Australia
|
Heatcraft Tasmania Pty Ltd
|
|
75%
|
|
|
Australia
|
Kulthorn Kirby Public Company Limited
|
|
6.4%
|
|
|
Thailand
|
Heatcraft New Zealand Limited
|
|
100%
|
|
|
New Zealand
|
Heatcraft Refrigeration (Wuxi) Co. Ltd.
|
|
100%
|
|
|
China
|
1.
|
I have reviewed this annual report on Form 10-K of Lennox International Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Todd M. Bluedorn
|
|
Todd M. Bluedorn
|
|
Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K of Lennox International Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Joseph W. Reitmeier
|
|
Joseph W. Reitmeier
|
|
Chief Financial Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
|
|
/s/ Todd M. Bluedorn
|
|
Todd M. Bluedorn
|
|
Chief Executive Officer
|
|
|
|
|
|
/s/ Joseph W. Reitmeier
|
|
Joseph W. Reitmeier
|
|
Chief Financial Officer
|
|