Lennox International Inc.
10/28/2026 | Press release | Distributed by Public on 10/28/2026 13:58
Quarterly Report for Quarter Ending September 30, 2026 (Form 10-Q)
Management's Discussion and Analysis of Financial Condition and Results of Operations
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934 (the "Exchange Act"), as amended, that are based on information currently available to management as well as management's assumptions and beliefs as of the date such statements were made. All statements, other than statements of historical fact, included in this Quarterly Report on Form 10-Q constitute forward-looking statements, including but not limited to statements identified by forward-looking terminology, such as the words "may," "will," "should," "plan," "anticipate," "believe," "intend," "estimate," and "expect" and similar expressions. Such statements reflect our current views with respect to future events, based on what we believe are reasonable assumptions; however, such statements are subject to certain risks and uncertainties.
In addition to the specific uncertainties discussed elsewhere in this Quarterly Report on Form 10-Q, the risk factors set forth in Part I, "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2025, and those set forth in Part II, "Item 1A. Risk Factors" of this report, if any, may affect our performance and results of operations. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may differ materially from those in the forward-looking statements. We disclaim any intention or obligation to update or review any forward-looking statements or information, whether as a result of new information, future events or otherwise, except as required by law.
Business Overview
We operate in two reportable business segments of the HVACR industry, Home Comfort Solutions and Building Climate Solutions. For more detailed information regarding our reportable segments, see Note 2 in the Notes to the Consolidated Financial Statements.
Our fiscal quarterly periods are comprised of approximately 13 weeks, but the number of days per quarter may vary year-over-year. Our quarterly reporting periods usually end on the Saturday closest to the last day of March, June, and September. Our fourth quarter and fiscal year ends on December 31, regardless of the day of the week on which December 31 falls. For convenience, throughout this Management's Discussion and Analysis of Financial Condition and Results of Operations, the 13-week periods comprising each fiscal quarter are denoted by the last day of the respective calendar quarter.
We sell our products and services through a combination of direct sales, distributors and company-owned stores. The demand for our products and services is seasonal and can be significantly impacted by the weather. Warmer than normal summer temperatures generate demand for replacement air conditioning and refrigeration products and services, and colder than normal winter temperatures have a similar effect on heating products and services. Conversely, cooler than normal summers and warmer than normal winters depress the demand for HVACR products and services. In addition to weather, demand for our products and services is influenced by national and regional economic and demographic factors, such as interest rates, the availability of financing, regional population and employment trends, new construction, general economic conditions, and consumer spending habits and confidence. A substantial portion of the sales in each of our business segments is attributable to replacement business, with the balance comprised of new construction business.
The principal elements of cost of goods sold are components, raw materials, factory overhead, labor, estimated costs of warranty expense, and freight and distribution costs. The principal raw materials used in our manufacturing processes are steel, aluminum and copper. In recent years, pricing volatility for these commodities and related components has impacted us and the HVACR industry in general. We seek to mitigate the impact of certain commodity price volatility and tariffs through a combination of pricing actions, vendor contracts, improved production efficiency, and cost reduction initiatives. We also partially mitigate volatility in the prices of these commodities by entering into futures contracts and fixed forward contracts.
Financial Overview
Results for the third quarter of 2026 were mixed as our Home Comfort Solutions segment faced volume headwinds and higher product costs due to inflation, including tariff related impacts. Overall our net sales increased 10% and our segment profit decreased $13 million as compared to prior year. For our Home Comfort Solutions segment, net sales increased 3% and segment profit decreased $40 million. For our Building Climate Solutions segment, net sales increased 24% and segment profit increased $26 million.
Financial Highlights
•Net sales of $1,572 million in the third quarter of 2026 reflected a 10% increase as compared to the same period in 2025.
•Operating income in the third quarter of 2026 decreased $17 million to $312 million as lower sales volumes, higher product costs, and restructuring costs were partially offset by favorable price.
•Net income for the third quarter of 2026 was $221 million.
•Diluted earnings per share was $6.41 per share in the third quarter of 2026 as compared to $7.38 per share in the same period in 2025.
•For the nine months ended September 30, 2026, we returned $138 million to shareholders through dividend payments and repurchased $302 million of common stock through our share repurchase program.
Recent Developments
Throughout 2025 and 2026, the U.S. government implemented new tariff measures under various authorities, including the International Emergency Economic Powers Act ("IEEPA"), Section 232 of the Trade Expansion Act of 1962, and Sections 122 and 301 of the Trade Act of 1974.
In February 2026, the U.S. Supreme Court ruled against tariffs imposed under IEEPA, and U.S. Customs and Border Protection is now processing valid court-ordered IEEPA refunds. The ruling did not repeal Section 232 tariffs on steel, copper, and aluminum or Section 301 tariffs on covered HVAC imports.
Following this ruling, the U.S. presidential administration imposed a temporary surcharge under Section 122, which applied a 10% global tariff on most imported products, effective through July 24, 2026. The temporary surcharge was replaced by a new Section 301 forced labor tariffs framework of 10% or 12.5%, covering imports from 60 trading partners. Section 232 articles and qualifying USMCA goods are excluded from this new framework. Section 232 tariffs also continued to evolve, with modifications implemented in April and June 2026. The Company continues to evaluate tariff mitigation strategies.
Three Months Ended September 30, 2026 Compared to Three Months Ended September 30, 2025 - Consolidated Results
The following table provides a summary of our financial results, including information presented as a percentage of net sales:
| For the Three Months Ended September 30, | |||||||||||||||||||||||||||||
| Dollars (in millions) |
Percent Change Fav/(Unfav) |
Percent of Sales | |||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||
| Net sales | $ | 1,572.5 | $ | 1,426.8 | 10.2 | % | 100.0 | % | 100.0 | % | |||||||||||||||||||
| Cost of goods sold | 1,075.3 | 939.6 | (14.4) | 68.4 | 65.9 | ||||||||||||||||||||||||
| Gross profit | 497.2 | 487.2 | 2.1 | 31.6 | 34.1 | ||||||||||||||||||||||||
| Selling, general and administrative expenses | 177.3 | 161.6 | (9.7) | 11.3 | 11.3 | ||||||||||||||||||||||||
| Losses (gains) and other expenses, net | 4.8 | (0.7) | 785.7 | 0.3 | - | ||||||||||||||||||||||||
| Restructuring charges | 8.2 | - | 100.0 | 0.5 | - | ||||||||||||||||||||||||
| Gain on sale from previous dispositions | (3.8) | - | 100.0 | (0.2) | - | ||||||||||||||||||||||||
| Income from equity method investments | (1.4) | (2.5) | (44.0) | (0.1) | (0.2) | ||||||||||||||||||||||||
| Operating income | $ | 312.1 | $ | 328.8 | (5.1) | % | 19.8 | % | 23.0 | % | |||||||||||||||||||
Net Sales
Net sales for the third quarter of 2026 increased 10% as compared to the same period in 2025 primarily due to a 2% increase from higher sales volumes, a 2% increase from favorable mix and price and a 6% increase in sales volumes from completed acquisitions.
Gross Profit
Gross profit margins in the third quarter of 2026 decreased 250 basis points ("bps") to 31.6% as compared to 34.1% in the same period in 2025. Gross margins decreased 300 bps from higher product costs, due to inflation, including tariff related impacts and lower factory absorption, and 50 bps from higher fuel costs, inflation on distribution, and ongoing investments, which were partially offset by 80 bps from favorable mix and price and 20 bps from sales volumes from completed acquisitions.
Selling, General and Administrative Expenses
Selling, general and administrative expenses ("SG&A") increased $15 million to $177 million in the third quarter of 2026 as compared to $162 million in the same period in 2025, primarily attributable to higher discretionary and employee-related costs, the acquisition of Duro Dyne and Supco in the fourth quarter of 2025 and the acquisition of Heat Controller in the third quarter of 2026. As a percentage of net sales, SG&A was flat at 11.3%.
Losses (Gains) and Other Expenses, Net
Losses (gains) and other expenses, net for the third quarter of 2026 and 2025 included the following (in millions):
| For the Three Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
|
Foreign currency exchange losses (gains)
|
$ | 0.2 | $ | (3.2) | |||||||
|
(Gain) loss on disposal of fixed assets
|
(0.5) | 0.4 | |||||||||
|
Other operating income
|
(4.1) | - | |||||||||
| Acquisition costs | 3.8 | - | |||||||||
|
Special litigation charges
|
5.4 | 2.1 | |||||||||
| Losses (gains) and other expenses, net (pre-tax) | $ | 4.8 | $ | (0.7) | |||||||
Income from Equity Method Investments
Investments over which we do not exercise control but have significant influence are accounted for using the equity method of accounting. Income from equity method investments was de minimis in the third quarter of 2026 and 2025.
Interest Expense, net
Interest expense, net increased to $18 million in the third quarter of 2026 from $11 million in the same period in 2025 primarily due to increased borrowings on our commercial paper facility and our Term Credit Agreement entered into in October of 2025.
Income Taxes
Our effective tax rate was 24.6% for the third quarter of 2026 as compared to 18.1% in the same period in 2025. The increase in the rate is primarily due to higher income in higher tax jurisdictions.
Third Quarter of 2026 Compared to Third Quarter of 2025 - Results by Segment
Home Comfort Solutions
The following table presents our Home Comfort Solutions segment's net sales and profit for the third quarter of 2026 and 2025 (dollars in millions):
| For the Three Months Ended September 30, | |||||||||||||||||||||||
| 2026 | 2025 | Difference | % Change | ||||||||||||||||||||
| Net sales | $ | 937.2 | $ | 912.9 | $ | 24.3 | 3 | % | |||||||||||||||
| Profit | $ | 175.7 | $ | 215.3 | $ | (39.6) | (18) | % | |||||||||||||||
| % of net sales | 18.7 | % | 23.6 | % | |||||||||||||||||||
Net sales increased 3% in the third quarter of 2026 as compared to the same period in 2025 primarily due to a 4% increase in sales volumes from completed acquisitions and a 2% increase from favorable mix and price, which were partially offset by a 3% decrease in sales volumes.
Segment profit in the third quarter of 2026 decreased $40 million as compared to the same period in 2025, primarily due to $32 million from higher product costs due to inflation, including tariff related impacts and lower factory absorption, $12 million from reduced sales volumes, and $15 million from higher fuel costs, inflation on SG&A and distribution, and ongoing investments. These impacts were partially offset by a $13 million benefit from favorable mix and price, and $6 million from completed acquisitions.
Building Climate Solutions
The following table presents our Building Climate Solutions segment's net sales and profit for the third quarter of 2026 and 2025 (dollars in millions):
| For the Three Months Ended September 30, | |||||||||||||||||||||||
| 2026 |
2025
|
Difference | % Change | ||||||||||||||||||||
| Net sales | $ | 635.3 | $ | 513.9 | $ | 121.4 | 24 | % | |||||||||||||||
| Profit | $ | 166.5 | $ | 140.3 | $ | 26.2 | 19 | % | |||||||||||||||
| % of net sales | 26.2 | % | 27.3 | % | |||||||||||||||||||
Net sales increased 24% in the third quarter of 2026 as compared to the same period in 2025 primarily due to a 13% increase in sales volumes, a 9% increase in sales volumes from completed acquisitions, and a 2% increase from favorable mix and price.
Segment profit in the third quarter of 2026 increased $26 million as compared to the same period in 2025 primarily due to $24 million profit benefit from higher sales volumes, $13 million profit benefit from sales volumes from completed acquisitions, and $8 million from favorable mix and price, which were partially offset by $14 million in higher product costs due to inflation, including tariff related impacts and $5 million from other costs.
Year-to-Date through September 30, 2026 Compared to Year-to-Date through September 30, 2025 - Consolidated Results
The following table provides a summary of our financial results, including information presented as a percentage of net sales:
| For the Nine Months Ended September 30, | |||||||||||||||||||||||||||||
| Dollars (in millions) |
Percent Change Fav/(Unfav) |
Percent of Sales | |||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||
| Net sales | $ | 4,252.9 | $ | 4,000.3 | 6.3 | % | 100.0 | % | 100.0 | % | |||||||||||||||||||
| Cost of goods sold | 2,864.9 | 2,654.7 | (7.9) | 67.4 | 66.4 | ||||||||||||||||||||||||
| Gross profit | 1,388.0 | 1,345.6 | 3.2 | 32.6 | 33.6 | ||||||||||||||||||||||||
| Selling, general and administrative expenses | 545.6 | 506.2 | (7.8) | 12.8 | 12.7 | ||||||||||||||||||||||||
| Losses (gains) and other expenses, net | 9.4 | (0.6) | 1,666.7 | 0.2 | - | ||||||||||||||||||||||||
| Restructuring charges | 8.2 | - | 100.0 | 0.2 | - | ||||||||||||||||||||||||
| Gain on sale from previous dispositions | (3.8) | - | 100.0 | (0.1) | - | ||||||||||||||||||||||||
| Income from equity method investments | (2.0) | (5.8) | (65.5) | - | (0.1) | ||||||||||||||||||||||||
| Operating income | $ | 830.6 | $ | 845.8 | (1.8) | % | 19.5 | % | 21.1 | % | |||||||||||||||||||
Net Sales
Net sales increased 6% for the nine months ended September 30, 2026 as compared to the same period in 2025, primarily due to a 5% increase in sales volumes from completed acquisitions and a 4% increase from favorable mix and price, which were partially offset by a 3% decrease in sales volumes.
Gross Profit
Gross profit margins for the nine months ended September 30, 2026 decreased 100 bps to 32.6% as compared to 33.6% in the same period in 2025. Gross margins decreased 220 bps from higher product costs, due to inflation, including tariff related impacts and lower factory absorption, net of $30 million in tariff refunds, 40 bps from higher fuel costs, inflation on distribution, and ongoing investments, and 10 bps from miscellaneous costs, which were partially offset by 140 bps from favorable mix and price and 30 bps from completed acquisitions.
Selling, General and Administrative Expenses
SG&A increased $39 million to $546 million for the nine months ended September 30, 2026 as compared to $506 million in the same period in 2025 primarily due to higher discretionary and employee-related costs and the acquisition of Duro Dyne and Supco in the fourth quarter of 2025 and the acquisition of Heat Controller in the third quarter of 2026. As a percentage of net sales, SG&A increased 10 bps to 12.8% from 12.7%.
Losses (Gains) and Other Expenses, Net
Losses (gains) and other expenses, net for the nine months ended September 30, 2026 and 2025 included the following (in millions):
| For the Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Foreign currency exchange losses (gains) | $ | 0.3 | $ | (6.6) | |||||||
| (Gain) loss on disposal of fixed assets | (1.9) | 0.1 | |||||||||
| Other operating income | (2.0) | (0.2) | |||||||||
| Acquisition costs | 3.8 | - | |||||||||
| Special litigation charges | 9.2 | 6.1 | |||||||||
| Losses (gains) and other expenses, net (pre-tax) | $ | 9.4 | $ | (0.6) | |||||||
Income from Equity Method Investments
Investments over which we do not exercise control but have significant influence are accounted for using the equity method of accounting. Income from equity method investments decreased to $2 million for the nine months ended September 30, 2026 as compared to $6 million in the same period in 2025.
Interest Expense, net
Interest expense, net increased $22 million for the nine months ended September 30, 2026 to $47 million as compared to $25 million in the same period in 2025 primarily due to increased borrowings on our commercial paper facility and our term loan agreement entered into in October of 2025.
Income Taxes
Our effective tax rate was 22.1% for the nine months ended September 30, 2026 as compared to 18.9% in the same period in 2025. The increase in the rate was primarily due to higher income in higher tax jurisdictions.
Year-to-Date through September 30, 2026 Compared to Year-to-Date through September 30, 2025 - Results by Segment
Home Comfort Solutions
The following table presents our Home Comfort Solutions segment's net sales and profit for the nine months ended September 30, 2026 and 2025 (dollars in millions):
| For the Nine Months Ended September 30, | |||||||||||||||||||||||
| 2026 | 2025 | Difference | % Change | ||||||||||||||||||||
| Net sales | $ | 2,522.8 | $ | 2,643.6 | $ | (120.8) | (5) | % | |||||||||||||||
| Profit | $ | 484.0 | $ | 591.2 | $ | (107.2) | (18) | % | |||||||||||||||
| % of net sales | 19.2 | % | 22.4 | % | |||||||||||||||||||
Net sales decreased 5% for the nine months ended September 30, 2026 as compared to the same period in 2025 primarily due to a 12% decrease in sales volumes which was partially offset by a 4% increase from favorable mix and price and a 3% increase in sales volumes from completed acquisitions.
Segment profit for the first nine months of 2026 decreased by $107 million as compared to the same period in 2025, primarily due to lower sales volumes, which resulted in $116 million profit headwind, $57 million from higher product costs due to inflation, including tariff related impacts and lower factory absorption, net of $25 million in tariff refunds, $14 million from higher fuel costs, inflation across SG&A and distribution, and ongoing investments, and $12 million from miscellaneous costs. These impacts were partially offset by a $78 million benefit from favorable mix and price and $14 million from completed acquisitions.
Building Climate Solutions
The following table presents our Building Climate Solutions segment's net sales and profit for the nine months ended September 30, 2026 and 2025 (dollars in millions):
| For the Nine Months Ended September 30, | |||||||||||||||||||||||
| 2026 |
2025
|
Difference | % Change | ||||||||||||||||||||
| Net sales | $ | 1,730.1 | $ | 1,356.7 | $ | 373.4 | 28 | % | |||||||||||||||
| Profit | $ | 417.4 | $ | 319.7 | $ | 97.7 | 31 | % | |||||||||||||||
| % of net sales | 24.1 | % | 23.6 | % | |||||||||||||||||||
Net sales increased 28% for the nine months ended September 30, 2026 as compared to the same period in 2025 primarily due to a 14% increase in sales volumes, a 10% increase in sales volumes from completed acquisitions, and 4% from favorable mix and price.
Segment profit for the first nine months of 2026 increased $98 million as compared to the same period in 2025 primarily due to $72 million profit benefit from higher sales volumes, $46 million increase from favorable mix and price, and $32 million profit benefit from sales volumes from completed acquisitions, which were partially offset by $30 million from higher product costs due to inflation, including tariff related impacts and lower factory absorption, net of $5 million in tariff refunds, $19 million from higher fuel costs, inflation across SG&A and distribution, and ongoing investments, and $3 million from miscellaneous costs.
Liquidity and Capital Resources
Our working capital and capital expenditure requirements are generally met through internally generated funds, bank lines of credit and a commercial paper program (as described below). Working capital needs are generally greater in the first and second quarters due to the seasonal nature of our business cycle.
Statement of Cash Flows
The following table summarizes our cash flow activity for the nine months ended September 30, 2026 and 2025 (in millions):
| For the Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Net cash provided by operating activities | $ | 583.4 | $ | 351.7 | |||||||
| Net cash used in investing activities | (334.1) | (87.6) | |||||||||
| Net cash used in financing activities | (233.6) | (627.4) | |||||||||
Net Cash Provided By Operating Activities - The change in net cash provided by operating activities for the nine months ended September 30, 2026 compared to the net cash provided by operating activities for the same period in 2025 is primarily due to favorable working capital changes.
Net Cash Used In Investing Activities - Net cash used in investing activities increased $247 million for the nine months ended September 30, 2026, as compared to the same period of 2025 primarily due to $210 million, excluding cash acquired, related to our acquisition of Heat Controller as well as the final settlement of the working capital adjustment for the Duro Dyne and Supco acquisition. Capital expenditures were $124 million for the nine months ended September 30, 2026 compared to $90 million in the same period of 2025. The increase in capital expenditures was primarily driven by strategic investments in land and buildings that will support future product innovation centers.
Net Cash Used In Financing Activities - Net cash used in financing activities for the nine months ended September 30, 2026 decreased to $234 million as compared to $627 million used during the same period of 2025. The change was primarily due to changes in net borrowings and repayments of long-term debt and repurchases of common stock through our share repurchase program. We repurchased $302 million of shares for the nine months ended September 30, 2026 and returned $138 million to shareholders through dividend payments.
Debt Position
The following table details our lines of credit and financing arrangements as of September 30, 2026 (in millions):
| Outstanding Borrowings | |||||
| Commercial paper: | $ | 455.1 | |||
| Current maturities of long-term debt: | |||||
| Finance lease obligations | $ | 19.6 | |||
| Senior unsecured notes | 300.0 | ||||
| Debt issuance costs | (0.4) | ||||
| Total current maturities of long-term debt | $ | 319.2 | |||
| Long-term debt: | |||||
| Finance lease obligations | $ | 51.5 | |||
| Term Loan | 300.0 | ||||
| Senior unsecured notes | 500.0 | ||||
| Debt issuance costs | (4.4) | ||||
| Total long-term debt | $ | 847.1 | |||
| Total debt | $ | 1,621.4 | |||
Commercial Paper Program
We utilize a commercial paper program (the "Program") pursuant to which we may issue short-term, unsecured commercial paper notes (the "CP Notes") under the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. Amounts available under the Program may be borrowed, repaid, and re-borrowed from time to time, with the aggregate face or principal amount of the CP Notes outstanding under the Program at any time not to exceed $500.0 million. The CP Notes have maturities of up to 397 days from the date of issue and rank pari passu with all of our other unsecured and unsubordinated indebtedness. The net proceeds from issuances of the CP Notes are typically used for general corporate purposes. Our revolving credit facility serves as a liquidity backstop for the repayment of CP Notes outstanding under the Program. There were $455.1 million CP Notes outstanding under the Program as of September 30, 2026.
Credit Agreement
On May 9, 2025, we entered into an Amendment and Restatement Agreement (the "Credit Agreement") to our existing unsecured revolving credit facility with JPMorgan Chase Bank, N.A., as administrative agent, and the other lenders party thereto. The Credit Agreement decreased our total revolving commitments from $1.1 billion to $1.0 billion with an option to increase the revolving commitments by up to $350 million at our request, subject to the terms and conditions of the Credit Agreement. The Credit Agreement also extended the maturity date of the revolving commitments from July 2026 to May 2030. We had no outstanding borrowings and $1.7 million committed to standby letters of credit as of September 30, 2026. Subject to covenant limitations, $543.2 million was available for future borrowings after taking into consideration outstanding borrowings under our Program. Availability under the Credit Agreement is reduced by borrowings under the Program. The Credit Agreement includes a subfacility for swingline loans up to $65.0 million. Maturity of the Credit Agreement may be extended by the lenders pursuant to two one-year extension options that we may request under the Credit Agreement.
Term Loan
On October 16, 2025, we entered into a Term Credit Agreement (the "Term Credit Agreement") with Wells Fargo Bank, National Association, as administrative agent, and the other lenders party thereto. We borrowed $300.0 million pursuant to the Term Credit Agreement and used the net proceeds to repay existing borrowings under the Credit Agreement. The Term Credit Agreement matures on October 16, 2027. Loans under the Term Credit Agreement bear interest at our election at a rate per annum equal to (i) a forward-looking term rate based on the secured overnight financing rate for the applicable interest period ("Term SOFR"), plus an applicable margin ranging between 0.90% and 1.025% per annum depending on our long-term unsecured debt rating, or (ii) the highest of the Wells Fargo Bank, National Association prime rate, the Federal Funds rate plus
0.50%, and Term SOFR for a one month tenor in effect on such day plus 1.00%, plus an applicable margin ranging between 0.00% and 0.025% per annum depending on our long-term unsecured debt rating.
The Term Credit Agreement contains customary covenants and events of default that are substantially similar to the existing covenants and events of default in our Credit Agreement.
Senior Unsecured Notes
In September 2023, we issued $500.0 million of senior unsecured notes, which will mature in September 2028 (the "2028 Notes") with interest being paid semi-annually in March and September at 5.50%. In July 2020, we issued $300.0 million of senior unsecured notes, which will mature on August 1, 2027 (the "2027 Notes," and collectively with the 2028 Notes, the "Notes") with interest being paid semi-annually in February and August at 1.70% per annum. On August 1, 2025, we repaid upon maturity $300.0 million of senior unsecured notes originally issued in 2020.
In the event of a credit rating downgrade below investment grade resulting from a change of control, holders of our senior unsecured notes will have the right to require us to repurchase all or a portion of the senior unsecured notes at a repurchase price equal to 101% of the principal amount of the notes, plus accrued and unpaid interest, if any. All the Notes are guaranteed, on a senior unsecured basis, by certain of our subsidiaries that guarantee indebtedness under our Credit Agreement (the "Guarantor Subsidiaries"). The indenture governing the Notes contains covenants that, among other things, limit our ability and the ability of the Guarantor Subsidiaries to: create or incur certain liens; enter into certain sale and leaseback transactions; and enter into certain mergers, consolidations and transfers of substantially all of our assets. The indenture also contains a cross default provision which is triggered if we default on other debt of at least $75.0 million in principal which is then accelerated, and such acceleration is not rescinded within 30 days of the notice date. We are currently in compliance with all covenant requirements.
Financial Leverage
We periodically review our capital structure to ensure the appropriate levels of leverage and liquidity. We may access the capital markets, as necessary, based on business needs and to take advantage of favorable interest rate environments or other market conditions. We also evaluate our debt-to-capital and debt-to-EBITDA ratios to determine, among other considerations, the appropriate targets for capital expenditures and share repurchases under our share repurchase programs. Our debt-to-total-capital ratio increased to 55% at September 30, 2026, as compared to 54% at December 31, 2025.
As of September 30, 2026, our senior credit ratings were Baa1 with a stable outlook, and BBB with a stable outlook, by Moody's Investors Service, Inc. ("Moody's") and Standard & Poor's Rating Group ("S&P"), respectively. The security ratings are not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the assigning rating agency. Each rating should be evaluated independently of any other rating. Our goal is to maintain investment grade ratings from Moody's and S&P to help ensure the capital markets remain available to us.
Liquidity
We believe our cash and cash equivalents of $43.3 million, future cash generated from operations and available borrowing capacity are sufficient to fund operations, planned capital expenditures, future contractual obligations, potential share repurchases and dividends, and other needs in the foreseeable future. Included in our cash and cash equivalents of $43.3 million as of September 30, 2026 was $19.8 million of cash held in foreign locations. Our cash held in foreign locations is used for investing and operating activities in those locations, and we generally do not have the need or intent to repatriate those funds to the United States. An actual repatriation in the future from our non-U.S. subsidiaries could be subject to foreign withholding taxes and U.S. state taxes.
Guarantees Related to Our Debt Obligations
Our senior unsecured notes were issued by Lennox International Inc. ("Parent") and are unconditionally guaranteed by the Guarantor Subsidiaries (and together with Lennox International Inc., the "Obligor Group"). The Guarantor Subsidiaries are
100% owned and consolidated, all guarantees are full and unconditional, and all guarantees are joint and several.
Summarized financial information is presented below for the Obligor Group on a combined basis after elimination of intercompany transactions and balances within the Obligor Group and equity in the earnings from and investments in any non-Guarantor Subsidiary. The revenue amounts presented in the summarized financial information include substantially all of our consolidated revenue, and there is no intercompany revenue from the non-Guarantor Subsidiaries. This summarized financial information has been prepared and presented pursuant to Regulation S-X Rule 13-01 and is not intended to present the financial position or results of operations of the Obligor Group in accordance with U.S. GAAP.
The following combined Parent and Guarantor Subsidiaries financial information is presented as of September 30, 2026 and December 31, 2025 and for the nine months ended September 30, 2026 (in millions):
| September 30, 2026 | December 31, 2025 | ||||||||||
| Current assets | $ | 1,946.5 | $ | 1,676.4 | |||||||
| Non-current assets | 1,991.6 | 1,824.9 | |||||||||
| Current liabilities | 1,599.7 | 1,000.7 | |||||||||
| Non-current liabilities | 1,468.9 | 1,689.4 | |||||||||
| Amounts due to non-Guarantor Subsidiaries | (530.5) | (463.7) | |||||||||
| Nine months ended September 30, 2026 | For the Year Ended December 31, 2025 | ||||||||||
| Net sales | $ | 4,094.3 | $ | 5,113.8 | |||||||
| Gross profit | 1,143.0 | 1,324.4 | |||||||||
| Net income | 364.8 | 406.3 | |||||||||
Off Balance Sheet Arrangements
We have no off-balance sheet arrangements that we believe may have a material current or future effect on our financial condition, liquidity or results of operations.
Commitments and Contingencies
For information regarding our commitments and contingencies, see Note 4 in the Notes to the Consolidated Financial Statements.
Recent Accounting Pronouncements
There were no recent accounting pronouncements that are expected to have a material impact on our financial statements and disclosures.
Lennox International Inc. published this content on October 28, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on October 28, 2026 at 19:58 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]