SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

VIA FACSIMILE AND U.S. MAIL

                                                                             May 29, 2009
 Roy A. Rumbough Chief Financial Officer Lennox International, Inc. 2140 Lake Park Blvd.  Richardson, Texas 75080
 RE: Lennox International, Inc.
Form 10-K for Fiscal Year  Ended December 31, 2008
Forms 10-Q for Fiscal Quarter Ended March 31, 2009
Definitive Proxy Statement filed April 17, 2009 File No. 1-15149
Dear Mr. Rumbough:
   We have reviewed your filings and have  the following comments.  If you disagree
with a comment, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Pl ease be as detailed as necessary in your
explanation.  In some of our comments, we  may ask you to provide us with information
so we may better understand your disclosure.  After reviewing this information, we may
or may not raise additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our  comments or on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2008

 General

1. Where a comment below requests additional disclosures or other revisions to be
made, these revisions should be included in your future filings, including your interim filings if applicable.

Mr. Roy A. Rumbough
May 29, 2009 Page 2  Risk Factors, page 10

2. On pages 19-20 and 35, you disclose the adverse impact the current economic
environment has had on the values of your plan assets.  In future filings, please add a risk factor to explain the impact th is occurrence will have on your cash flow
in light of your voluntary contributions of $20 million in 2008 and plans to make voluntary contributions of $20 million to $40 million in 2009 to fund the shortfall in your plan assets.
 3. Please add a risk factor that describes the risk to your company when commodity
prices decline and how it adversely impacts your cash flow.  Please refer by
example to the significant impact such activity had on your cash flow in 2008 (as disclosed on page 19).
 Item 7. Management’s Discussion and Analys is of Financial Condition and Results of
Operation, page 18
 Year Ended December 31, 2008 Compared to Year Ended December 31, 2007 –

Consolidated Results, page 21

4. In future filings, please expand/revise your discussion under results of operations
for all periods to:
• Quantify the extent to which material decr eases in net sales are attributable to
changes in prices, volume or amount of goods being sold, or change in
product mix.  For example, you explain on page 21 that the declines in unit
volumes were also partially offset by  moderate price increases, a slight
favorable change in sales mix and $32.9 million of favorable impact of
foreign currency exchange rates.  However, you do not quantify the impact of
the other factors on net sales for the period discussed;
• In your discussion of the gross profit, please revise the last paragraph to
disclose, in quantitative terms, how  the “manufacturing inefficiencies”
impacted your gross profit; and
• Quantify each factor you cite as impacting your operations.  For example, you
disclose the decrease in selling, genera l and administrative expenses was due
to cost control measures that lowere d short-term incentives, decreased long-
term incentives, reduced professiona l fees, lowered commission expense,
decreased pension expense and decreas ed salaries and wage expense.
However, you have not quantified the impact of each item.
Note that this is not meant to represent an all-inclusive list  of where your MD&A
should be improved.  We encourage you to  provide quantification of amounts and
further clarification throughout your  discussion, including your results by
segment. See Item 303(a)(3) of Regulation S-K.

Mr. Roy A. Rumbough
May 29, 2009 Page 3   Liquidity and Capital Resources, page 32

 Net Cash Used In Financing Activities, page 33

5. On page 34, your disclosures indicate that your credit agreement contains
financial covenants relating to leverage a nd interest coverage.  You also indicate
that your most restrictive financial covenant requires you to maintain a
Consolidated Indebtedness to Adjusted EBITDA Ratio of no more than 3.50 to 1.   In the future, please disclose here or el sewhere in the filing the specific terms of
any material debt covenants in your debt  agreements including but not limited to
your leverage and inte rest coverage.
 6. In the future, for any material debt covena nts for which it is reasonably likely that
you will not be able to meet such co venants, please disclose the required
amounts/ratios as well as the actual amount s/ratios as of each reporting date.  This
will allow readers to understand how much  cushion there is between the required
amounts/ratios and the actual amounts/r atios.  Please consider showing the
specific computations used to arrive  at the actual amounts/ratios with
corresponding reconciliations to US GAAP amounts, if necessary.  See Sections
I.D and IV.C of the SEC Interpretive Release No. 33-8350 and Question 10 of our
FAQ Regarding the Use of Non-GAAP Fi nancial Measures dated June 13, 2003.
Please also disclose if there are any stat ed events of default which would permit
the lenders to accelerate the debt if not cu red within applicable grace periods or
any cross default provisions in  your debt agreements.

7. We note your disclosure that you entered in to an amendment to the lease for your
corporate headquarters that, among other th ings, replaced the debt participant,
increased the rent payments and added certain  financial covenants.  Please file the
amended lease as exhibit to your report on Form 10-K.  See Item
601(b)(10)(ii)(D) of Regulation S-K.
 Market Risk, pages 37-38

8. Please explain to us why you have not disc ussed the activity w ith respect to your
commodity hedge derivatives in this secti on.  In future filings, please present this
information in the format instructed in Item 305(a) of Regulation S-K and consistent with your disclosure on page 40 in the section, “Derivative
Accounting.”
 Critical Accounting Policies, page 38

Goodwill and Other Intangible Assets, page 38
9. We note that accounting for goodwill and ot her intangible assets is one of your
critical accounting policies.  In the inte rest of providing readers with a better

Mr. Roy A. Rumbough
May 29, 2009 Page 4
insight into management’s judgments in accounting for goodwill and long-lived
assets, please consider disclosing the following:
• The reporting unit level at which you test goodwill for impairment and your
basis for that determination;
• Each of the valuation methodologie s used to value goodwill (we note the
reference to comparable business tr ansactions), including sufficient
information to enable a reader to und erstand how each of the methods used
differ, the assumed benefits of a va luation prepared under each method, and
why management selected these methods as being the most meaningful for the
company in preparing the goodwill impairment analyses;
• How you weight each of the methods used including the basis for that
weighting (if multiple approaches are used);
• A qualitative and quantitative description of the material assumptions used
and a sensitivity analysis of those assumptions based upon reasonably likely
changes; and
• How the assumptions and methodologies used for valuing goodwill in the
current year have changed since the prio r year highlighting the impact of any
changes.

Please tell us about this a nd revise future filings to clarify disclosures.  In
particular:

- Explain how you identified reporting units
- Explain how you assigned assets, liabilities, defe rred taxes and goodwill to
reporting units
- If one or more reporting un its are particularly vulnera ble, disclose significant
assumptions, if applicable; - Use of an income based or market based approach
- Cash flow and assumed growth rates
- Discount rates
- Confirm that you use of a weighted av erage cost of cap ital (pages 39 and
50) rather than a co st of equity method
- Risk applications
- Control Premiums
- Any other material factors

Item 303 of Regulation S-K requires MD&A disclosure of material uncertainties
unless management has concluded that the uncertainty is not r easonably likely to
materially impact future operating results .  This could include uncertainties
regarding the recoverability of recorded a ssets.  Refer to the guidance in Sections
501.02 and 501.12.b.3 of the Financial Reporting  Codification.  Also, Section 216
of the Financial Reporting Codification stat es that “registrants have an obligation
to forewarn public investors of the deteriorating condi tions which, unless
reversed, may result in a subsequent wr ite-off.  This includes an obligation to
provide information regarding the ma gnitude of exposure to loss.”

Mr. Roy A. Rumbough
May 29, 2009 Page 5
To the extent you gather and analyze information regarding the risks of
recoverability of your assets, such information may be requ ired to be disclosed if
it would be material and useful to investor s.  We believe that it is important to
provide investors with inform ation to help them evaluate the current assumptions
underlying your impairment assessment rela tive to your current market conditions
and your peers to enable them to attemp t to assess the likelihood of potential
future impairments.  We believe that detailed rather than general disclosures regarding these risks and exposures would provide investors with the appropriate
information to make this evaluation.
 Self Insurance, page 40

10. You indicate that you use a combination of third-party in surance and self-
insurance plans (large deductible or captiv e) to provide protec tion against claims.
In future filings, if material to an under standing of your business, please disclose
your excess loss limits associated with  each risk you are self-insured for,
including but not limited to, workers’ compensation, general liability, product liability, property damage, aviation liabilit y, directors and officers’ liability, auto
liability and other exposures.  Please also disclose each risk for which you do not
have excess loss limits. Similarly revise your disclosures in the footnotes to your
financial statements as well.  Please al so disclose whether your self insurance
accruals are significant for the periods presented.

Financial Statements

Statements of Cash Flows, page 48
11. Your cash flow statement shows dividends from affiliates as an adjustment to
reconcile net income to net cash provided by operating activities.  Please tell us
how you determined that it was appropria te to reflect your dividends from
affiliates as an adjustment to reconcile net cash provided by operating activities.
Please cite the accounting literature used to support your conclusion.

Quarterly Financial Information, page 92

12. Your quarterly data table should disc uss material non-recurring quarterly
adjustments, such as impairments.  In future filings, please revise your quarterly
data to include disclosures required by Item 302(A)(3) of Regulation S-K.

Controls and Procedures, page 95
 13. We note that the statement that your  CEO and CFO concluded that your
disclosure controls and pro cedures “were effective in alerting them in a timely
manner to material information required to be disclosed by us in reports we file
with or submit to the Securities and Exchange Commission under the Securities

Mr. Roy A. Rumbough
May 29, 2009 Page 6
Exchange Act of 1934.”  Your disclosu re does not provide the appropriate
definition of “disclosure controls and pr ocedures” as defined in Exchange Act
Rule 13a-15(e).  Please confirm that your disclosure controls and procedures are
effective at the reasonable assurance level with respect to controls and procedures
designed to ensure that information requi red to be disclosed by you in the reports
that you file or submit under the Exch ange Act is recorded, processed,
summarized and reported, within the time periods specified in the Commission's
rules and forms and are accumulated and communicated to your management, including your principal ex ecutive and principal financial officers, or persons
performing similar functions, as appropria te to allow timely decisions regarding
required disclosure.

Item 15 – Exhibits, Financial Statement Schedules, page 96

 14. We note that you have omitted the schedul es and exhibits to Exhibit 10.2, which
you incorporate by reference from the Form 8-K filed October 15, 2007.  Please
provide us with a complete copy of each of the omitted schedules and exhibits for
this exhibit.  In addition, please provide  us with an explanation as to why you
have omitted the schedules and exhibits to  these exhibits.  If you do not believe
the omitted information constitutes material  information that is required to be
included in your publicly-filed exhibits, pleas e provide a detailed analysis setting
forth your conclusions.

Definitive Proxy Statement filed on April 17, 2009

Compensation Discussion and Analysis, page 15
 Components and Analysis of 2008 Executive Compensation, page 18

 15. We note minimal, if any, discussion and an alysis as to how the equity awards
which were made on in December 2008 were determined.  Please discuss and analyze how the Compensation Committee determined the actual number of PSUs and SARs that were granted and describe why the Compensation Committee believed those amounts were appropriate in light of the factor s it considered in
determining the awards.  Refer to subparagr aphs (b)(1)(iii) and (v) of Item 402 of
Regulation S-K.

*    *    *    *

  Please respond to these comments with in 10 business days, or tell us when you
will provide us with a response.  Please provi de us with a response letter that keys your
responses to our comments and provides a ny requested information.  Detailed letters
greatly facilitate our review .  Please file your response on EDGAR as a correspondence
file.  Please understand that we may have additional comments after reviewing your
responses to our comments.

Mr. Roy A. Rumbough
May 29, 2009 Page 7
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclosure in
their filings;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
You may contact Chambre Malone, Atto rney, at (202) 551-3262 or, in her
absence, Jay Ingram, Legal Branch Chief, at (202) 551-3397 if you