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Correspondence

LENNOX INTERNATIONAL INC.

2140 Lake Park Blvd.

Richardson, Texas 75080

June 24, 2009

United
States Securities and Exchange Commission

100 F Street, N.E., Stop 4010

Washington, D.C. 20549

RE: Lennox International Inc.

This letter contains our responses to the comments provided by the staff (the “Staff”) of the
Securities and Exchange Commission (the “Commission”) in its comment letter dated May 29, 2009 (the
“Comment Letter”). For your convenience, we have repeated each comment of the Staff in bold
typeface exactly as given in the Comment Letter and below each comment is our response.

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.

    Response:

    As practicable, we have detailed our intended disclosures or other revisions with respect to
the Staff’s comments where additional disclosure is requested. We will, as appropriate,
include these disclosures in our future filings.

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 this 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.

    Response:

    In response to the Staff’s comment, we will add the following risk factor, as appropriate, in
future filings:

“Declines in capital markets could necessitate increased cash contributions by
us to our pension plans to maintain required levels of funding.

United States Securities and Exchange Commission

Page 2 of 14

The market values of our pension plan assets declined substantially as a
result of the significant declines in the capital markets in 2008. Due to the
decline in the value of our plan assets and an increase in the benefit
obligation, the funded status of our pension plans decreased by $74.1 million in
2008 to a funding level of 61%. As a result, we made an additional voluntary
contribution of $20.0 million to our pension plans during the fourth quarter of
2008 and expect to make additional voluntary contributions of $20.0 million to
$40.0 million in 2009. Further declines in the capital markets could increase
the amount of contributions required to fund our pension plans in the future.
The amount of contributions we may be required to make to our pension plans in
the future is uncertain and could be significant.”

    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).

    Response:

    In future filings, we will revise the third risk factor on page 11 of our Annual Report on Form
10-K for the fiscal year ended December 31, 2008 as follows. The sentences in bold are new
language or information in this excerpt.

“Price Volatility for Commodities We Purchase or Significant Supply
Interruptions Could Have an Adverse Effect on Our Cash Flow or Results of
Operations.

In the manufacture of our products, we depend on raw materials, such as
steel, copper and aluminum, and components purchased from third parties. We
generally concentrate purchases for a given raw material or component with one
or two suppliers. Although we believe there are alternative suppliers for all
of our key raw material and component needs, if a supplier is unable or
unwilling to meet our supply requirements, we could experience supply
interruptions or cost increases, either of which could have an adverse effect on
the results of operations. In addition, although we regularly pre-purchase a
portion of our raw materials at fixed prices each year to hedge against price
increases, an increase in raw materials prices not covered by our fixed price
arrangements could significantly increase our cost of goods sold and negatively
impact our margins if we are unable to effectively pass such price increases on
to our customers. Alternatively, if we increase our prices in response to
increases in the prices or quantities of raw materials or components we require
or encounter significant supply interruptions, our competitive position could be
adversely affected, which may result in depressed sales.

In addition, we use derivatives to hedge price risk associated with
forecasted purchases of certain raw materials. Our hedged price could result in
our paying higher or lower prices for commodities as compared to the market
prices for those commodities when purchased. Decreases in spot prices below our
hedged prices can also require us to post cash collateral with our cash flow
hedge counterparties, which could impact our liquidity and cash flows. At
year-end 2008, we were required to post $37.9 million of cash collateral on our
cash flow hedges.”

United States Securities and Exchange Commission

Page 3 of 14

Item 7. Management’s Discussion and Analysis 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 decreases 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, general and administrative expenses was due to cost control
measures that lowered short-term incentives, decreased long-term incentives, reduced
professional fees, lowered commission expense, decreased pension expense and decreased
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.

    Response:

    We will revise our discussions in future filings, beginning with our second quarter 2009 Form
10-Q, to include quantifications of material changes in the results of operations, including
our results by segment. We have not included any proposed language or format at this time due
to length of such discussions.

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 and 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 elsewhere in the
filing the specific terms of any material debt covenants in your debt agreements including but
not limited to your leverage and interest coverage.

    Response:

    We believe that the covenants related to leverage and interest coverage are the only material
objective financial covenants contained in our debt agreements. We propose the following
enhancements to our current disclosures regarding our debt covenants based on our disclosures
in the 2008 Form 10-K. The sentences in bold are new or modified language or information in this
excerpt:

United States Securities and Exchange Commission

Page 4 of 14

        “The Credit Agreement contains financial covenants relating to leverage and interest
coverage. Other covenants contained in the Credit Agreement restrict, among other things,
mergers, asset dispositions, guarantees, debt, liens, acquisitions, investments, affiliate
transactions and our ability to make restricted payments. The financial covenants require us
to maintain defined levels of Consolidated Indebtedness to Adjusted EBITDA Ratio and a Cash
Flow (defined as EBITDA minus capital expenditures) to Net Interest Expense Ratio. The
required ratios as of December 31, 2008 are detailed below:

    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”

    6.

    In the future, for any material debt covenants for which it is reasonably likely that you
will not be able to meet such covenants, please disclose the required amounts/ratios as well
as the actual amounts/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/ratios.
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 Financial Measures dated June 13, 2003. Please also disclose if there are any
stated events of default which would permit the lenders to accelerate the debt if not cured
within applicable grace periods or any cross default provisions in your debt agreements.

    Response:

    We have read your comment regarding circumstances where it is reasonably likely that we would
be unable to meet our covenants and acknowledge our obligations to provide such information
should such circumstances exist. However, at this time, based upon our internal forecasts and
projections, we do not believe that it is reasonably likely we will not be able to meet such
covenants for the foreseeable future. Accordingly, we believe that the additional disclosures
noted are not required. We will continue to monitor our compliance with the financial
covenants in the Credit Agreement. If we anticipate that the financial covenants could
restrict our existing or anticipated borrowing, we will provide appropriate detail regarding
the applicable covenants and reconciliation to the most comparable US GAAP measures.

    Furthermore, regarding your comment on disclosure regarding any stated events of default, we
propose the following enhancements to our disclosures in the 2008 Form 10-K that detail the
principal events of default. The sentences in bold are new or modified language or information
in this excerpt:

        “The Credit Agreement contains customary events of default. These events of default
include nonpayment of principal or interest, breach of covenants or other restrictions or
requirements, default on any other indebtedness or asset securitizations of at least $40.0
million, or bankruptcy. If any event of default occurs and is continuing, lenders with a
majority of the aggregate commitments may require the administrative agent to terminate our
right to borrow under the Credit Agreement and accelerate amounts due under the Credit
Agreement, except for a bankruptcy event of default, in which case such amounts will automatically become due and
payable and the lenders’ commitments will automatically terminate.”

United States Securities and Exchange Commission

Page 5 of 14

    7.

    We note your disclosure that you entered into an amendment to the lease for your corporate
headquarters that, among other things, 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.

    Response:

    The amendment to the lease for our corporate headquarters was part of the First Omnibus
Agreement to Operative Documents, dated as of September 22, 2008, which was filed as Exhibit
10.5 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2008
(incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on September
25, 2008).

Market Risk, pages 37-38

    8.

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

    Response:

    We did not discuss the activity with respect to our commodity hedge derivatives because we felt
that such a discussion would be redundant because the subject is discussed elsewhere within
Item 7 as noted in your comment. However, we have considered your comment and propose the
following modifications to our disclosures in future filings based upon the current disclosures
in our 2008 Form 10-K. The sentences in bold are new language or information in this excerpt:

        “We enter into commodity futures contracts to stabilize prices expected to be paid for raw
materials and parts containing high copper and aluminum content. These contracts are for
quantities equal to or less than quantities expected to be consumed in future production.

        Fluctuations in metal commodity prices impact the value of the derivative instruments that
we hold. When metal commodity prices rise, the fair value of our futures contracts increases
and conversely, when commodity prices fall, the fair value of our futures contracts decreases.
In the fourth quarter of 2008, metal prices fell significantly and as a result, we recorded
derivative losses of $21.3 million in AOCI. We believe that this decline in metal prices was
an extraordinary event because of its size and its occurrence over a relatively short
timeframe.

        Information about our exposure to market risks related to metal commodity prices and a
sensitivity analysis related to our metal commodity hedges is presented below:

    2008

(in millions)

    Notional amount (pounds)

    29.2

    Carrying amount and fair value of liability

    $
    39.4

    Change in fair value from 10% change in forward prices

    $
    3.8”

United States Securities and Exchange Commission

Page 6 of 14

Critical Accounting Policies, page 38

Goodwill and Other Intangible Assets, page 38

    9.

    We note that accounting for goodwill and other intangible assets is one of your critical
accounting policies. In the interest of providing readers with a better 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 methodologies used to value goodwill (we note the reference to
comparable business transactions), including sufficient information to enable a reader to
understand how each of the methods used differ, the assumed benefits of a valuation
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