UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

LENNOX INTERNATIONAL INC.

(Exact name of registrant as specified in its charter)

Delaware		001-15149		42-0991521
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

2140 Lake Park Blvd.
Richardson, Texas 75080
(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code:
(972) 497-5000

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 8.01 Other Events.

     Lennox International Inc. (the “Company”) operates in four reportable business segments of the heating, ventilation, air conditioning and refrigeration markets: Residential Heating & Cooling, Commercial Heating & Cooling, Service Experts and Refrigeration. The Company’s management uses segment profit (loss) as the primary measure of profitability to evaluate operating performance and to allocate capital resources.

     In the third quarter of 2006, the Company changed its definition of segment profit (loss) to include realized gains (losses) on settled futures contracts. Realized gains (losses) on settled futures contracts are a component of (gains), losses and other expenses, net in the Company’s Consolidated Statements of Operations. As a result of this change, the Company now defines segment profit (loss) as a segment’s income (loss) from continuing operations before income taxes included in the Company’s Consolidated Statements of Operations, excluding (gains), losses and other expenses, net, restructuring charge, interest expense, net and other (income) expense, net less (plus) realized gains (losses) on settled futures contracts.

     Net sales and segment profit (loss) by business segment, along with a reconciliation of segment profit (loss) to net earnings (loss) for the three months ended March 31, 2006 and 2005 and for the three months ended June 30, 2006 and 2005 have been restated to reflect the change to the Company’s definition of segment profit (loss) and are shown below (in millions):

		For the
		Three Months Ended
		March 31,
		2006								2005
		Previously								Previously
		Reported				Restated				Reported				Restated
Net Sales
Residential		$	416.4			$	416.4			$	342.7			$	342.7
Commercial			132.9				132.9				126.2				126.2
Heating and Cooling			549.3				549.3				468.9				468.9
Service Experts			141.0				141.0				135.9				135.9
Refrigeration			125.8				125.8				111.9				111.9
Eliminations			(16.6	)			(16.6	)			(16.4	)			(16.4	)
		$	799.5			$	799.5			$	700.3			$	700.3
Segment Profit (Loss)
Residential		$	36.8			$	42.2			$	28.4			$	29.6
Commercial			5.9				8.3				4.4				4.7
Heating and Cooling			42.7				50.5				32.8				34.3
Service Experts			(6.2	)			(6.2	)			(6.3	)			(6.3	)
Refrigeration			10.8				12.1				8.4				8.9
Corporate and other			(24.1	)			(24.1	)			(19.3	)			(19.3	)
Eliminations			0.1				0.1				(0.1	)			(0.1	)
Segment Profit			23.3				32.4				15.5				17.5
Reconciliation to income from continuing operations before income taxes:
(Gains), losses and other expenses, net			(18.1	)			(18.1	)			(11.5	)			(11.5	)
Restructuring charge			6.3				6.3				—				—
Interest expense, net			0.6				0.6				5.5				5.5
Other (income) expense, net			1.0				1.0				0.1				0.1
			33.5				42.6				21.4				23.4
Less: Realized gains on settled futures contracts			—				9.1				—				2.0
		$	33.5			$	33.5			$	21.4			$	21.4

		For the
		Three Months Ended
		June 30,
		2006								2005
		Previously								Previously
		Reported				Restated				Reported				Restated
Net Sales
Residential		$	539.2			$	539.2			$	434.7			$	434.7
Commercial			181.1				181.1				171.2				171.2
Heating and Cooling			720.3				720.3				605.9				605.9
Service Experts			177.8				177.8				167.8				167.8
Refrigeration			129.9				129.9				116.9				116.9
Eliminations			(26.0	)			(26.0	)			(22.8	)			(22.8	)
		$	1,002.0			$	1,002.0			$	867.8			$	867.8
Segment Profit (Loss)
Residential		$	52.4			$	66.3			$	55.7			$	57.3
Commercial			14.1				19.4				14.7				15.3
Heating and Cooling			66.5				85.7				70.4				72.6
Service Experts			9.5				9.5				9.2				9.2
Refrigeration			10.6				14.3				9.5				10.1
Corporate and other			(21.0	)			(21.0	)			(22.9	)			(22.9	)
Eliminations			(0.4	)			(0.4	)			0.1				0.1
Segment Profit			65.2				88.1				66.3				69.1
Reconciliation to income from continuing operations before income taxes:
(Gains), losses and other expenses, net			(27.2	)			(27.2	)			(6.0	)			(6.0	)
Restructuring charge			2.3				2.3				2.2				2.2
Interest expense, net			1.8				1.8				4.6				4.6
Other (income) expense, net			—				—				(0.6	)			(0.6	)
			88.3				111.2				66.1				68.9
Less: Realized gains on settled futures contracts			—				22.9				—				2.8
		$	88.3			$	88.3			$	66.1			$	66.1

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.