SecProbe.io

May 4, 2012
 Via E-mail

Mr. Robert W. Hau Chief Financial Officer Lennox International Inc. 2140 Lake Park Blvd. Richardson, TX  75080
RE: Lennox International Inc.
Form 10-K for the Year Ended December 31, 2011
Filed February 16, 2012 Form 10-Q for the Quart er Ended March  31, 2012
Filed April 24, 2012
  File No. 1-15149

Dear Mr. Hau:
 We have reviewed your filings and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circum stances, please tell us w hy in your response.

After reviewing the information you provide in response to these comments, we may
have additional comments.               Form 10-K for the Year Ended December 31, 2011

 Item 1 - Business, page 1

 Environmental Regulation, page 6

 1. We note your disclosure that th e “United States Congress, En vironmental Protection Agency
and other international regulator y bodies are considering steps to  phase down the future use
of HFCs in HVACR products.”  However, we note that the EPA has actually mandated the
phaseout of R-22 and that you also discuss this  mandatory phaseout on your website.  Please
update your disclosure in this se ction to discuss the regulation of refriger ants to an extent
material to an understanding of your business.

Mr. Robert W. Hau Lennox International Inc. May 4, 2012 Page 2

 Item 1A - Risk Factors, page 10

 2. In future filings, please include a separate ri sk factor discussing the risks presented by
existing and contemplated laws, re gulations and government initia tives that materially impact
your business.  We note in particular the imp act on your business due to the phaseout of R-22
and also the potential effects of the recent spike in prices of R-22 as discussed on your
earnings call for the fourth quarter of 2011.   Fu rther, we note that your results of operations
in 2011 were unfavorably impacted by the expi ration of the federal tax credit on high-
efficiency heating and cooling equipment.  Please ensure that this risk factor includes specific
examples of how the various la ws, regulations and government in itiatives have impacted the
operation of your business, including discussi ng any specific material impact on operating
results.
 Item 6 – Selected Financial Data, page 17

 3. Please revise your selected financial data in future  filings to also include basic earnings (loss)
per share from continuing operations pur suant to Item 301 of Regulation S-K.
 Item 7 – Management’s Discussion and Analys is of Financial Condition and Results of
Operations, page 17

Liquidity and Capital Resources, page 26
 4. Given your significant forei gn operations, please consider  enhancing your liquidity
disclosure in future filings to address the following:
 Disclose the amount of foreign cash and cas h equivalents and short-term investments you
have as compared to your total amount of  cash and cash equivalents and short-term
investments as of December 31, 2011; and
 Discuss the fact that if the foreign cash a nd cash equivalents and s hort-term investments
are needed for your operations in the U.S., you would be required to accrue and pay U.S.
taxes to repatriate these funds but your inte nt is to permanently reinvest these foreign
amounts outside the U.S. and your current plans do not demonstrate a need to repatriate
the foreign amounts to fund your  U.S. operations, if true.
Refer to Item 303(a)(1) of Regulation S-K, SEC Release 33-8350 Sec tion IV and Financial
Reporting Codification 501.06.a.  Please show  us supplementally what the revised
disclosures will look like.
 Contractual Obligations, page 29

 5. Please revise your table of contr actual obligations in future fi lings to include the following:
 Payments you are obligated to make unde r your interest rate swap agreement
 Estimated interest payments on your debt

Mr. Robert W. Hau Lennox International Inc. May 4, 2012 Page 3

 Because the table is aimed at increasing tr ansparency of cash flow, we believe these
payments should be included in the table.  Plea se also disclose any assumptions you made to
derive these amounts.
 Item 8 – Financial Statements and Supplementary Data, page 36

 Consolidated Statements of Stockholders’ Equi ty and Comprehensive Income (Loss), page 41

 6. In future filings, please include a column that  reconciles the changes between periods in the
number of shares held as treasury stock.
 Note 2 – Summary of Significan t Accounting Policies, page 43

 Property, Plant and Equipment, page 44

 7. The range of useful lives for your machinery a nd equipment of one to fifteen years is very
broad.  In future filings, please breakout the machinery and equipment category into smaller
components and disclose the range of useful liv es for each revised category.  For categories
that still have very broad useful lives, please consider separately discussing the types of
assets that fall in each part of the range.  Pl ease show us in your supplemental response what
the revisions will look like.
 Revenue Recognition, page 47

 8. You disclose that you engage in cooperative advertising arrangement s and that you record
certain cooperative advertising expenditures to selling, general and administrative expenses.
In future filings, please disclose the amount of  cooperative advertisi ng expenditures that you
have recorded to selling, general and administrative expenses for each period presented.
 Note 12 – Commitments and Contingencies, page 59

 Leases, page 59

 9. Please disclose in future filings how you account for (a) step rent provisions and escalation
clauses and (b) capital improve ment funding and other lease concessions, which may be
present in your leases.  Lease payments that depend on an existing index or rate, such as the
consumer price index or the prime interest rate, should also be in cluded in your minimum
lease payments.  If, as we assume, they are taken into account in computing your minimum
lease payments and the minimum lease payments  are recognized on a straight-line basis over
the minimum lease term, the note should so state.   If our assumption is  incorrect, please tell
us how your accounting complies with FA SB ASC 840.  Please show us in your
supplemental response what the revisions will look like.

Mr. Robert W. Hau Lennox International Inc. May 4, 2012 Page 4

 Note 21 – Reportable Business Segments, page 83

 10. In future filings, please revise the table on pa ge 84 to present for each segment’s revenues
from external customers as well as inters egment revenues as re quired by ASC 280-10-50-
22(a) and (b).  Refer to the example se t forth in ASC 280-10- 55-48.  Regarding the
intersegment revenues, please also disclose the segment(s) to which the products and services
were sold.  Please show us in your supplementa l response what the revisions will look like.
 Note 26 – Condensed Consolidating Financial Statements, page 89

 11. Please address your considerati on of the disclosures required by Rule 3-10(f) of Regulation
S-X.  Specifically, Rule 3- 10(f) requires the following to be disclosed, if true:
 Each subsidiary issuer or subsidiary guar antor is “100% owned” (as defined by Rule 3-
10(h)(1)).  Note that “wholly-owned,” as defi ned in Rule 1-02(aa) of Regulation S-X, is
not the same as “100% owned;”
 All guarantees are full and unconditional; and
 Where there is more than one guarantor , all guarantees are joint and several.
 Form 10-Q for the Quarter Ended March 31, 2012

 General

 12. Please address the above comments in your in terim filings as well, as applicable.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 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 comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

Mr. Robert W. Hau Lennox International Inc. May 4, 2012 Page 5

 You may contact Erin Jaskot, Staff Attorn ey, at (202) 551-3442 or, in her absence,
Pamela Long, Assistant Director, at (202) 551-3765 if you have any questions regarding legal or
disclosure matters.  Please contact Jeffrey Gor don, Staff Accountant, at (202) 551-3866 or, in his
absence, the undersigned at (202) 551-3769 if you have questions regarding comments on the
financial statements and related matters.         Sincerely,   /s/ Rufus Decker       Rufus Decker  Accounting Branch Chief