SecProbe.io

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 April 21, 2025

John Norris
Director
Lennox International Inc.
2140 Lake Park Blvd.
Richardson, TX, 75080

 Re: Lennox International Inc.
 Schedule 13D filed February 4, 2025 by John W. Norris, III
 File No. 005-56671
Dear John Norris:

 We have conducted a limited review of the above-captioned filing and
have the
following comments.

 Please respond to this letter by amending the filing or by providing
the requested
information. If you do not believe our comments apply to your facts and
circumstances or
that an amendment is appropriate, please advise us why in a response letter.

 After reviewing any amendment to the filing and any information provided
in
response to these comments, we may have additional comments.

Schedule 13D filed February 4, 2025
General

1. We note that the event reported as requiring the filing of the Schedule
13D was
 November 6, 2024. Rule 13d-1(a) of Regulation 13D-G requires the filing
of a
 Schedule 13D within five business days after the date beneficial
ownership of more
 than five percent of a class of equity securities specified in Rule
13d-1(i)(1) was
 acquired. Based on the November 6, 2024 event date, the Schedule 13D
submitted on
 February 4, 2025 was not timely filed. Please advise us why the Schedule
13D was
 not filed within the required five business days after the date of the
acquisition.
2. The cover page of the above-captioned Schedule 13D indicates that
November 6,
 2024 was the date of the event that required this filing to have been
made. Please
 advise us how this date was determined.
Item 5, page 1

3. We note the disclosure that "[i]n the past 60 days, The Cabin Foundation
sold in the
 April 21, 2025
Page 2

 open market 2,300 shares of Common Stock described in Item 3." Please
revise to
 provide the requisite disclosure with respect to all transactions in the
securities
 between the deadline for timely filing the Schedule 13D and the actual
filing of the
 Schedule 13D. In amending the Schedule 13D to include any of the omitted
required
 disclosures, please be advised that the Instruction to Item 5(c)
requires the beneficial
 owner to "describe," at a minimum, the following: "(1) The identity of
the person
 covered by Item 5(c) who effected the transaction; (2) the date of
transaction; (3) the
 amount of securities involved; (4) the price per share or unit; and (5)
where and how
 the transaction was effected."
 We remind you that the filing person is responsible for the accuracy
and adequacy of
his disclosures, notwithstanding any review, comments, action or absence of
action by the
staff.

 Please direct any questions to Blake Grady at 202-551-8573 or Nicholas
Panos at
202-551-3266.

 Sincerely,

 Division of
Corporation Finance
 Office of Mergers
& Acquisitions
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United States securities and exchange commission logo
November 22, 2023
Joseph Reitmeier
Chief Financial Officer
Lennox International Inc.
2140 Lake Park Blvd.
Richardson, TX 75080
Re:Lennox International Inc.
Form 10-K For Fiscal Year Ended December 31, 2022
Filed February 21, 2023
File No. 001-15149
Dear Joseph Reitmeier:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Technology

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November 13, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Attention: Jennifer Angelini

 Charli Gibbs-Tabler

 Division of Corporation Finance

 Office of Technology

Re: Lennox International Inc.

 Form 10-K For Fiscal Year Ended December 31, 2022

 Filed February 21, 2023

 File No. 001-15149

Ladies and Gentlemen:

Set forth below is Lennox International Inc.’s (the “Company”) response to the comment letter dated October 12, 2023 received from the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “SEC”), issued in response to the Company’s letter dated September 28, 2023 (the “Prior Response Letter”) responding to the Staff’s initial comment letter dated August 31, 2023. For your convenience, each response below is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized text.

Management's Discussion and Analysis of Financial Condition and Results of Operations, page 17

1.We note your response to prior comment 2. Please further address the following:

•Your response acknowledges that “some customers may prefer products that meet certain emissions or other environmental standards.” Tell us more about what you have experienced in this regard, including the extent to which you have been or expect to be affected by the emissions reduction targets of your primary customers.

In connection with the preparation of the Form 10-K for the year ended December 31, 2022 (the “2022 Form 10-K”), the Company considered whether the items identified in the “Risk Factors” section of the Form 10-K (and specifically, the Risk Factor “Changes in Environmental and Climate-Related Legislation, Government Regulations, or Policies Could Have an Adverse Effect on Our Results of Operations”) should be disclosed as a material trend. In conducting this materiality assessment, the Company references various standards of materiality. For example, the Company is aware that many issuers use a 5% “rule of thumb” and consider amounts greater than 5% of pre-tax income to be material to investors. The Company also refers to the standard of materiality set forth in Basic Inc. v. Levinson, 485 U.S. 224 (1988),

the definition of “material” set forth in Rule 12b-2 and Rule 405 (based on the standard of material set forth in TSC Industries, Inc. v. Northway, Inc., 426 U. S. 438 (1976)), as well as other relevant standards of materiality. Each of these standards of materiality is analyzed in the context of the Company’s performance. For example, the Company generated consolidated net sales of $4.7 billion in fiscal year 2022.

The Company concluded that customer preference for certain emissions or other environmental standards is not currently a material trend that is imposing a material indirect impact on the Company’s historical business, financial condition, and results of operations. As discussed further below, it is the customers’ demand for high-quality and cost-efficient products that is the primary driver of our product development. Therefore, the Company’s disclosure of the fact that some customers may prefer products that meet certain emissions or other environmental standards was only disclosed because it is a potential risk that could have an indirect impact in the future.

With respect to your question about emissions reductions targets of our primary customers, as disclosed in the 2022 Form 10-K, more than 67% of our net sales in 2022 were derived from our residential business segment. In our experience and as discussed further below, our residential customers are primarily focused on the availability, reliability and quality, service, and price of a particular product. We are not aware of any trend that suggests homeowners in the residential segment are setting emissions reductions targets for their households.

As disclosed on pages 1 and 51 of our 2022 Form 10-K, equipment sales to customers in our commercial business segment constituted approximately 16% of 2022 net sales. We are not aware of any impact on our business from emissions reductions targets set by our commercial customers and believe, based on trend analysis described below, commercial customers are more focused on lead times and shipping, product quality, and service.

Therefore, we do not think it is currently appropriate to discuss the hypothetical impact of our primary customers setting emissions targets.

•Explain how you determine whether the changes in demand and competition you have observed are related to climate change, as compared to the other factors noted in your response, and how you assess these changes, providing support for your materiality determination.

When we forecast and analyze demand trends, we rely on recent sales trends of product tiers, or mix, to see if customer preferences or buying patterns are changing. Examples of changing buying patterns we try to detect include relative percentage of products sold at minimum efficiency standard versus percentage above minimum standard efficiency, and new equipment system sales versus parts and supplies repair demand. To date, the Company has not identified a material change or trend in demand or competition that suggests climate-related considerations are a material driver of consumer behavior.

Our sales force also regularly communicates directly with contractors and distributors and they share this information with sales leadership and operations so we can appropriately plan our production and

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inventory planning processes. In addition to this direct feedback, the Company conducts formal surveys of its customers and dealers. For example, based on feedback from dealers in September 2023, the Company sees that customers purchase products primarily for reasons related to the availability, reliability and quality, service, and price of a particular product. Similarly, feedback from commercial equipment business customers in October 2023 identified lead times and shipping, product quality, and service as primary drivers of purchase and loyalty. These drivers are consistent with our disclosure on page 4 of the 2022 Form 10-K under the heading “Competition.”

•Your response states that you “are working to develop products and brands that have a reduced impact on climate change.” Clarify whether your development work is related to the changes in demand and competition you have observed, and tell us how you considered disclosing this as a climate-related business trend.

We disclose our total research and development expenses on page 55 of our 2022 Form 10-K. Our research and development work, as disclosed in our 2022 Form 10-K on page 4, “focuses on new technology invention, product development, product quality improvements and process enhancements, including our development of next-generation control systems as well as heating and cooling products that include some of the most efficient products in their respective categories.” Our development of products is, of course, also driven by the need to comply with applicable environmental regulations impacting the whole industry (e.g., Environmental Protection Agency rules about the phaseout of R-410A, a refrigerant used in HVAC products). However, our total research and development expenses, as a percentage of net sales, have decreased slightly over the period covered by the 2022 Form 10-K. On a dollar value basis, the increase in research and development expenses over the period covered by the 2022 Form 10-K is primarily due to inflationary factors and investments to strengthen supply chain resiliency and increase product vitality, as well as prepare for regulatory change. Therefore, we do not think that it is appropriate to cite environmental regulations as a business trend at this time.

•Tell us more about the energy from alternative energy sources used in your operations and explain how this relates to the indirect consequences you considered. Provide support for your evaluation of materiality regarding increased demand for energy from alternative energy sources, including quantification of related costs for each of the periods covered by your Form 10-K and expected to be incurred in future periods.

We have not observed any increased demand for generation and transmission of energy from alternative sources related to our operations. However, as we seek to reduce our energy efficiency intensity, we have publicly reported that we signed an eight-year contract with our electric provider to source renewable energy to cover 100% of our electricity consumption in Texas operations (our headquarters state). In fiscal year 2022, approximately 11% of our total electricity consumption came from renewable energy, purchased through 100% renewable energy credits (RECs).

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As disclosed in our Prior Response Letter, costs for RECs over the three-year period covered by the 2022 Form 10-K were as follows:

 For the Years Ended December 31,

(in millions)

 2022 2021 2020

Operating expenses:

Renewable energy credits: $0.030 $0.018 $0.004

All of these amounts are well below 1% of 2022 net income and are not material to our business, financial condition, or results of operation. We expect future REC expenditures to be similar, or slightly higher than those incurred in 2022, but still immaterial.

We have also joined the Department of Energy’s Building Better Plants initiative, with the goal to reduce our U.S. facilities’ energy efficiency intensity by 25% by 2025 vs. 2014. As a result of the Company’s existing and continuing efforts in this regard, we do not reasonably anticipate any significant increased demand for generation and transmission of energy from alternative energy sources related to our operations.

•We note your proposed amended disclosure regarding reputational risks “due to our products consuming energy or using refrigerants and hydroflurocarbons.” Tell us how you considered disclosing reputational risks related to your operations, in addition to your products.

Acknowledging Staff’s comment, we will further amend the following risk factor in our Form 10-K, Part I, Item IA - Risk Factors for the fiscal year ended December 31, 2023, in substantially the following form:

Changes in Environmental and Climate-Related Legislation, Government Regulations, or Policies Could Have an Adverse Effect on Our Results of Operations, and Increasing Attention to Environmental, Social, and Governance (“ESG”) Matters May Impact our Reputation and our Business.

The sales, gross margins, and profitability for each of our segments could be directly impacted by changes in legislation, government regulations, or policies (collectively, “LRPs”) relating to global climate change and other environmental initiatives and concerns. These LRPs, implemented under global, national, and sub-national climate objectives or policies, can include changes in environmental and energy efficiency standards and tend to target the global warming potential of refrigerants and hydrofluorocarbons, equipment energy efficiency, and combustion of fossil fuels as a heating source. Many of our products consume energy and use refrigerants

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and hydroflurocarbons. LRPs that seek to reduce greenhouse gas emissions may require us to make increased capital expenditures to develop or market new products to meet new LRPs. Further, our customers and the markets we serve may impose emissions or other environmental standards through LRPs or consumer preferences that may require additional time, capital investment, or technological advancement. Our inability or delay in developing or marketing products that match customer demand while also meeting applicable LRPs may negatively impact our results.

There continues to be a lack of consistent climate legislation and regulations, which creates economic and regulatory uncertainty. Such regulatory uncertainty could adversely impact the demand for energy efficient buildings and could increase costs of compliance. Additionally, the extensive and ever-changing legislation and regulations could impose increased liability for remediation costs and civil or criminal penalties in cases of non-compliance. Because these laws are subject to frequent change, we are unable to predict the future costs resulting from environmental compliance.

Further, due to the increasing focus on climate change, we may face adverse reputational risks due to our products and manufacturing operations consuming energy or using refrigerants and hydroflurocarbons. If we are unable to satisfy the increasing ESG-related expectations of certain stakeholders, we may suffer reputational harm, which may cause our stock price to decrease or cause certain investors and financial institutions not to purchase our securities or otherwise provide us with capital or credit on favorable terms, which may cause our cost of capital to increase.

In addition, we may not be able to achieve our goals related to our ESG initiatives, which are and will continue to be impacted by many variables, such as a tight labor market, challenging economic environment, changes to our operations, and changes to our portfolio of businesses via acquisitions or divestitures. Moreover, we may determine that it is in our best interest, and in the best interest of our shareholders, to prioritize other business, social, governance, or sustainable investments over the achievement of our current ESG initiatives. A failure or perceived failure by us in this regard may damage our reputation and adversely affect our results of operations and financial position.

2.    We note your response to prior comment 3. Please tell us how you considered providing disclosure regarding the potential for the physical effects of climate change to affect your operations and results, for instance in relation to the risks discussed in your Form 10-K under the caption “Our Ability to Meet Customer Demand may be Limited by Our Single-Location Production Facilities, Reliance on Certain Key Suppliers and Unanticipated Significant Shifts in Customer Demand.”

In the Management Discussion and Analysis section of our 2022 Form 10-K, we “focus specifically on material events and uncertainties known to management that are reasonably likely to cause reported financial information not to be necessarily indicative of future operating results or of future financial condition. This includes descriptions and amounts of matters that have had a material impact on

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reported operations, as well as matters that are reasonably likely based on management's assessment to have a material impact on future operations.” Regulation S-K Item 303(a).

In assessing the materiality of physical effects that may have resulted from climate change, we have considered the impact on our suppliers and our manufacturing, as well as our customers. As disclosed on page 35 of our 2022 Form 10-K, loss from natural disasters, net of insurance recoveries, did not exceed $3.5 million, below 1% of net income, in any year during the periods covered by our 2022 Form 10-K, and, accordingly, we concluded no quantifiable disclosure was warranted as the impact was not material.

However, because we may experience climate-related impacts to our operations and results due to the physical effects of climate change in the future, we do believe it is appropriate to recognize potential risks and the disclosures in our 2022 Form 10-K directly addresses these potential risks. For instance, in the Risk Factor disclosure on page 11 of our 2022 Form 10-K under the caption “Price Volatility for Commodities and Components We Purchase or Significant Supply Interruptions Could Have an Adverse Effect on Our Cash Flow or Results of Operations,” we state that “Additionally, the effects of climate change, including extreme weather events, long-term changes in temperature levels, water availability, increased cost for decarbonizin

United States securities and exchange commission logo
October 12, 2023
Joseph Reitmeier
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, 2022
Response Dated September 28, 2023
File No. 001-15149
Dear Joseph Reitmeier:
            We have reviewed your September 28, 2023 response to our comment letter and have the
following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless
we note otherwise, any references to prior comments are to comments in our August 31, 2023
letter.
Response Dated September 28, 2023
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
17
1.We note your response to prior comment 2. Please further address the following:

•Your response acknowledges that “some customers may prefer products that meet
certain emissions or other environmental standards.” Tell us more about what you
have experienced in this regard, including the extent to which you have been or
expect to be affected by the emissions reduction targets of your primary customers.

 FirstName LastNameJoseph  Reitmeier
 Comapany NameLennox International Inc.
 October 12, 2023 Page 2
 FirstName LastName
Joseph  Reitmeier
Lennox International Inc.
October 12, 2023
Page 2
•Explain how you determine whether the changes in demand and competition you
have observed are related to climate change, as compared to the other factors noted in
your response, and how you assess these changes, providing support for your
materiality determination.

•Your response states that you “are working to develop products and brands that have
a reduced impact on climate change.” Clarify whether your development work is
related to the changes in demand and competition you have observed, and tell us how
you considered disclosing this as a climate-related business trend.

•Tell us more about the energy from alternative energy sources used in your
operations and explain how this relates to the indirect consequences you considered.
Provide support for your evaluation of materiality regarding increased demand for
energy from alternative energy sources, including quantification of related costs for
each of the periods covered by your Form 10-K and expected to be incurred in future
periods.

•We note your proposed amended disclosure regarding reputational risks “due to our
products consuming energy or using refrigerants and hydrofluocarbons.” Tell us how
you considered disclosing reputational risks related to your operations, in addition to
your products.
2.We note your response to prior comment 3. Please tell us how you considered providing
disclosure regarding the potential for the physical effects of climate change to affect your
operations and results, for instance in relation to the risks discussed in your Form 10-K
under the caption “Our Ability to Meet Customer Demand may be Limited by Our Single-
Location Production Facilities, Reliance on Certain Key Suppliers and Unanticipated
Significant Shifts in Customer Demand.”
3.We note your response to prior comment 3 regarding insurance. Please quantify for us the
cost of insurance for each of the periods covered by your Form 10-K. Clarify how the
upward trend in the costs of insurance noted in your response, including in relation to any
weather-related impacts, has affected your expectations for insurance costs and
availability. Explain whether and how your use of self-insurance is related to the cost and
availability of insurance affected by extreme weather events.
            Please contact Charli Gibbs-Tabler at 202-551-6388 or Jennifer Angelini at 202-551-
3047 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology

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September 28, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Attention: Jennifer Angelini

 Charli Gibbs-Tabler

 Division of Corporation Finance

 Office of Technology

Re: Lennox International Inc.

 Form 10-K For Fiscal Year Ended December 31, 2022

 Filed February 21, 2023

 File No. 001-15149

Ladies and Gentlemen:

Set forth below is Lennox International Inc.’s (the “Company”) response to the comment letter dated August 31, 2023 received from the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “SEC”). For your convenience, each response below is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized text.

General

1.We note that you provided more expansive disclosure in your Environmental Social Governance Report 2021 ("ESG Report") than you provided in your SEC filings. Please advise us what consideration you gave to providing the same type of climate-related disclosure in your SEC filings as you provided in your ESG Report.

Response:

We disclose in our SEC filings information either required under applicable federal securities regulations, or that is otherwise material to, or reasonably likely to have a material impact on, our business, financial condition, or results of operations. Separately, we publicly disclose information in the ESG Report and elsewhere regarding our environmental, social, and governance (“ESG”) initiatives that we believe may be of interest to a wide range of stakeholders, even when the information is not “material” to investors and is beyond the scope of the information required to be disclosed in our SEC filings. These stakeholders include not only our investors but also our employees, customers, vendors, and the communities where we operate.

When considering whether to include climate-related information in our SEC filings, we take into account currently applicable SEC rules and regulations, including Item 101, Item 103, Item 105, and Item 303 of Regulation S-K, as well as the SEC’s Compliance and Disclosure Interpretations, available guidance from the Staff (including the SEC’s 2010 Guidance Regarding Disclosure Related to Climate Change), and applicable standards of materiality.

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Finally, we acknowledge our obligation to continuously review climate-change related matters as part of our ongoing disclosure controls and procedures and disclose any material impact on, our business, financial condition, or results of operations in our SEC filings. At the same time, we appreciate the interest many of our stakeholders have in climate-related information, and we expect to continue providing information about climate change and other ESG topics, which do not rise to the level of materiality required for SEC reporting, through various public disclosures, including on our website and in our ESG Report.

Management's Discussion and Analysis of Financial Condition and Results of Operations, page 17

2.To the extent material, discuss the indirect consequences of climate-related regulation or business trends, such as the following:

•decreased demand for goods or services that produce significant greenhouse gas emissions or are related to carbon-based energy sources;

•increased demand for goods that result in lower emissions than competing products;

•increased competition to develop innovative new products that result in lower emissions;

•increased demand for generation and transmission of energy from alternative energy sources;

•any anticipated reputational risks resulting from operations or products that produce material greenhouse gas emissions; and

•potential climate-related opportunities, such as the development of electric heat pumps and refrigerants with lower global warming potential.

Response:

As described below, we disclose and discuss the indirect consequences of climate-related regulation or business trends in our SEC filings.  Except as previously disclosed, we have not seen, to date, any material indirect consequences of climate-related regulation or business trends. Because we acknowledge that this is a dynamic and evolving area, we will continue to monitor consumer demand trends, competition from lower emission goods, reputational risks, and climate-related risks and opportunities, and will update our future SEC filings as appropriate if circumstances change.

Set forth below is our response to each of the items referenced in the comment:

Increased or Decreased Demand

In our risk factors disclosure on page 11 of our Form 10-K for the year ended December 31, 2022 (the “2022 Form 10-K”) under the risk factor “Changes in Environmental and Climate-Related Legislation, Government Regulations, or Policies Could Have an Adverse Effect on Our Results of Operations,” we acknowledge that demand for our products may be impacted by changes in legislation, government regulations, or policies related to global climate change and other environmental initiatives and concerns. These changes could include new regulations designed to reduce greenhouse gas emissions either through consumer incentives or through more restrictive emissions standards.

However, at the time of the filing of our 2022 Form 10-K and at present, except as disclosed, we have not identified any material indirect consequences as being relevant to our business and operations related to either (a) decreased demand for goods or services that produce significant greenhouse gas

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emissions or are related to carbon-based energy sources or (b) increased demand for goods that result in lower emissions than competing products. Although we have observed that consumer preference and demand are placing a greater emphasis on a product’s energy efficiency, we believe these preferences are primarily related to cost savings and improved technology, and do not attribute this to climate-related regulation or business trends to a material extent.

Increased Competition

As a global leader in energy-efficient climate-control solutions, we recognize the importance of understanding, and offering products to meet, consumer preferences for heating, ventilation, air conditioning and refrigeration (“HVACR”) products. In our risk factors disclosure on page 9 of our 2022 Form 10-K under the risk factor “We May Not be Able to Compete Favorably in the Competitive HVACR Business,” we discuss competition risk in detail and identify several factors that may impact competition in the HVACR industry, including the development of more energy-efficient products. We closely monitor our direct peers, their product portfolios, and their responses to industry-wide environmental regulations and, to date, have not identified material competitive pressures resulting from other manufacturers developing lower emission products. We are working to develop products and brands that have a reduced impact on climate change.

Additionally, in our risk factors disclosure on page 11 of our 2022 Form 10-K under the risk factor “Changes in Environmental and Climate-Related Legislation, Government Regulations, or Policies Could Have an Adverse Effect on Our Results of Operations,” we acknowledge that some customers may prefer products that meet certain emissions or other environmental standards. However, while we believe that ESG considerations sometimes impact consumer buying decisions, to date, we have not identified material demand trends that are reasonably likely to have a material favorable or unfavorable impact on competition.

Alternative Energy Sources

We are unaware of any increased demand for the generation and transmission of energy from alternative energy sources that would materially and negatively impact our business operations. We are not engaged in the generation or transmission of energy from alternative energy sources or otherwise.

Reputational Risks

Through our risk assessment and disclosure controls processes, we have identified on page 11 of our 2022 Form 10-K under the risk factor “Changes in Environmental and Climate-Related Legislation, Government Regulations, or Policies Could Have an Adverse Effect on Our Results of Operations,” the risks associated with changing customer and market expectations with respect to greenhouse gas emission reductions. We consider for each SEC reporting period whether any reported or unreported risks have significantly increased or related events have occurred during the period for purposes of determining whether to enhance the description of the risk or to report an event or trend. To date, the reputational risks associated with operations or products that produce greenhouse gas emissions have not caused a material trend in customer demand or any material consequences to us.

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However, acknowledging Staff’s comment, we will amend the following risk factor in our Form 10-K, Part I, Item IA - Risk Factors for the fiscal year ended December 31, 2023, in substantially the following form:

Changes in Environmental and Climate-Related Legislation, Government Regulations, or Policies Could Have an Adverse Effect on Our Results of Operations, and Increasing Attention to Environmental, Social, and Governance (“ESG”) Matters May Impact our Reputation and our Business.

The sales, gross margins, and profitability for each of our segments could be directly impacted by changes in legislation, government regulations, or policies (collectively, “LRPs”) relating to global climate change and other environmental initiatives and concerns. These LRPs, implemented under global, national, and sub-national climate objectives or policies, can include changes in environmental and energy efficiency standards and tend to target the global warming potential of refrigerants and hydrofluorocarbons, equipment energy efficiency, and combustion of fossil fuels as a heating source. Many of our products consume energy and use refrigerants and hydroflurocarbons. LRPs that seek to reduce greenhouse gas emissions may require us to make increased capital expenditures to develop or market new products to meet new LRPs. Further, our customers and the markets we serve may impose emissions or other environmental standards through LRPs or consumer preferences that may require additional time, capital investment, or technological advancement. Our inability or delay in developing or marketing products that match customer demand while also meeting applicable LRPs may negatively impact our results.

There continues to be a lack of consistent climate legislation and regulations, which creates economic and regulatory uncertainty. Such regulatory uncertainty could adversely impact the demand for energy efficient buildings and could increase costs of compliance. Additionally, the extensive and ever-changing legislation and regulations could impose increased liability for remediation costs and civil or criminal penalties in cases of non-compliance. Because these laws are subject to frequent change, we are unable to predict the future costs resulting from environmental compliance.

Further, due to the increasing focus on climate change, we may face adverse reputational risks due to our products consuming energy or using refrigerants and hydroflurocarbons. If we are unable to satisfy the increasing ESG-related expectations of certain stakeholders, we may suffer reputational harm, which may cause our stock price to decrease or cause certain investors and financial institutions not to purchase our securities or otherwise provide us with capital or credit on favorable terms, which may cause our cost of capital to increase.

In addition, we may not be able to achieve our goals related to our ESG initiatives, which are and will continue to be impacted by many variables, such as a tight labor market, challenging economic environment, changes to our operations, and changes to our portfolio of businesses via acquisitions or divestitures. Moreover, we may determine that it is in our best interest, and in the best interest of our shareholders, to prioritize other business, social, governance, or sustainable investments over the achievement of our current ESG initiatives. A failure or perceived failure by us in this regard may damage our reputation and adversely affect our results of operations and financial position.

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Opportunities

We strive to offer products with improved energy efficiency and continuously invest in product development and enhancements. For example, as disclosed on page 2 of our 2022 Form 10-K, in 2021, we launched the Lennox Model L rooftop unit featuring technology to maximize energy savings, and in late 2022, we introduced the Enlight rooftop unit which features a high efficiency heat pump line.  Future product developments and enhancements will likely include additional products that will reduce energy consumption. However, as noted above, we believe customer demand is primarily related to cost savings and improved technology, and does not directly result from any climate-related regulation or business trends to a material extent.

3.We note your disclosure that the effects of climate change include extreme weather events, long-term changes in temperature levels, and water availability. Please discuss the physical effects of climate change on your operations and results. This disclosure may include the following:

•severity of weather, such as floods, hurricanes, sea levels, extreme fires, and water availability and quality;

•quantification of weather-related damages to your property or operations;

•potential for indirect weather-related impacts that have affected or may affect your major customers or suppliers; and

•the extent to which extreme weather events have reduced the availability of insurance or increased the cost of insurance.

Include quantitative information for each of the periods covered by your Form 10-K and explain whether increased amounts are expected in future periods.

Set forth below is our response to each of the items referenced in the comment:

Severity of Weather and Quantification of Weather-Related Damages

We report weather-related physical damages to our property or operations in our Consolidated Statement of Operations under the line item “Loss from natural disasters, net of insurance recoveries.”  Expenses for the fiscal years covered by our 2022 Form 10-K, as disclosed on page 35, were as follows:

 For the Years Ended December 31,

(in millions)

 2022 2021 2020

Operating expenses:

Loss from natural disasters, net of insurance recoveries: -- -- $3.1

Losses reported in 2020 related to a 2018 tornado and a 2020 wind storm impacting our manufacturing facility in Marshalltown, Iowa, as disclosed on page 50 of our Form 10-K for the fiscal year ended December 31, 2021.

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We will continue to monitor weather-related expenses and will report any material amounts in future SEC filings.

Indirect Weather-Related Impacts

HVAC markets are driven by seasonal weather patterns. In our 2022 Form 10-K, we disclose this on page 10 under the risk factor “Cooler than Normal Summers and Warmer than Normal Winters May Depress Our Sales,” and on page 18 under “Business Overview.” In both instances, we discuss the risks related to weather conditions, whether related to climate change or not, because variations in weather impact demand for and sales of our products.

Not only do we have a seasonal business model, but natural disasters could also indirectly impact our business if such natural disaster were to damage or disrupt our suppliers and supply chain efficiencies. This is disclosed on page 13 of our 2022 Form 10-K under the risk factor “Our International Operations Subject Us to Risks Including Foreign Currency Fluctuations, Regulations and Other.”

To the extent we identify any additional physical effects of climate change that are material, individually or in the aggregate with other factors, we will disclose them

United States securities and exchange commission logo
August 31, 2023
Joseph Reitmeier
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, 2022
Filed February 21, 2023
File No. 001-15149
Dear Joseph Reitmeier:
            We have reviewed your filing 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K filed February 21, 2023
General
1.We note that you provided more expansive disclosure in your Environmental Social
Governance Report 2021 ("ESG Report") than you provided in your SEC filings.  Please
advise us what consideration you gave to providing the same type of climate-related
disclosure in your SEC filings as you provided in your ESG Report.

 FirstName LastNameJoseph  Reitmeier
 Comapany NameLennox International Inc.
 August 31, 2023 Page 2
 FirstName LastName
Joseph  Reitmeier
Lennox International Inc.
August 31, 2023
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
17
2.To the extent material, discuss the indirect consequences of climate-related regulation or
business trends, such as the following:

•decreased demand for goods or services that produce significant greenhouse gas
emissions or are related to carbon-based energy sources;
•increased demand for goods that result in lower emissions than competing products;
•increased competition to develop innovative new products that result in lower
emissions;
•increased demand for generation and transmission of energy from alternative energy
sources;
•any anticipated reputational risks resulting from operations or products that produce
material greenhouse gas emissions; and
•potential climate-related opportunities, such as the development of electric heat
pumps and refrigerants with lower global warming potential.
3.We note your disclosure that the effects of climate change include extreme weather
events, long-term changes in temperature levels, and water availability.  Please discuss the
physical effects of climate change on your operations and results.  This disclosure may
include the following:

•severity of weather, such as floods, hurricanes, sea levels, extreme fires, and water
availability and quality;
•quantification of weather-related damages to your property or operations;
•potential for indirect weather-related impacts that have affected or may affect your
major customers or suppliers; and
•the extent to which extreme weather events have reduced the availability of insurance
or increased the cost of insurance.

Include quantitative information for each of the periods covered by your Form 10-K and
explain whether increased amounts are expected in future periods.
4.Your ESG Report references the purchase of renewable energy credits ("RECs").  If
material, please provide disclosure about your purchase and sale of carbon credits, carbon
offsets, or RECs, and any material effects on your business, financial condition, and
results of operations.  Provide us with quantitative information for each of the periods
covered by your most recent Form 10-K and the amounts budgeted for or expected to be
incurred in future periods.

 FirstName LastNameJoseph  Reitmeier
 Comapany NameLennox International Inc.
 August 31, 2023 Page 3
 FirstName LastName
Joseph  Reitmeier
Lennox International Inc.
August 31, 2023
Page 3
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Charli Gibbs-Tabler at 202-551-6388 or Jennifer Angelini at 202-551-
3047 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology

May 22 , 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
  File No. 1 -15149

Dear Mr. Hau:

We have completed our review of your filings.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from tak ing
any action with respect to the company or the filing s and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons wh o are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Rufus Decker

 Rufus Decker
Accounting Branch Chief

CORRESP
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Response Letter

 LENNOX INTERNATIONAL INC.

2140 Lake Park Blvd.

 Richardson, Texas 75080

 May 18, 2012

United States Securities and Exchange Commission

Washington, D.C. 20549

RE:
Lennox International Inc.

Form 10-K for the Year Ended December 31, 2011

 Filed February 16, 2012

 Form 10-Q for the Quarter Ended
March 31, 2012

 Filed April 24, 2012

File No. 1-15149

 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 4, 2012 (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, 2011

 Item 1 – Business, page 1

 Environmental Regulation, page 6

1.
We note your disclosure that the “United States Congress, Environmental Protection Agency and other international regulatory 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 section to
discuss the regulation of refrigerants to an extent material to an understanding of your business.

Response:

 In our Environmental Regulation section, we describe the use of hydrochlorofluorocarbons, “HCFCs” and hydrofluorocarbons, “HFCs” as refrigerants for air conditioning and refrigeration
equipment as common practice in the HVACR industry. The status of government regulation of these two refrigerants, including the requirement for any phase down or phase out, is different.

Beginning in 2004, the United States agreed to a phase out schedule for the use of HCFCs, including R-22, through Title VI of the Clean
Air Act. This provision of the Clean Air Act is implemented by the Environmental Protection Agency.

 United States Securities and Exchange Commission

May 18, 2012

  Page
 2
 of 8

 As distinguished from HCFCs, at this time there is no national or international
regulatory requirement to phase down or phase out the use of HFCs. In June of 2009, the House of Representatives passed a bill that included a phase down schedule for HFCs, H.R. 2454: American Clean Energy and Security Act of 2009. This bill was
never passed by the legislature, however. We continue to monitor the national and international regulatory status of HFCs, and believe that we are well positioned to act timely and responsibly to any changes in the regulatory landscape.

To the extent material and appropriate to our business, in future filings we will disclose the current regulatory status of each of these
refrigerants and the impact on our business.

 Item 1A – Risk Factors, page 10

2.
In future filings, please include a separate risk factor discussing the risks presented by existing and contemplated laws, regulations and government initiatives
that materially impact your business. We note in particular the impact 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. Further, we note that your results of operations in 2011 were unfavorably impacted by the expiration 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 laws, regulations and government initiatives have impacted the operation of your business, including discussing any specific material impact on operating results.

Response:

 Beginning with our Form 10-Q for the Second Quarter of 2012 and as required in future filings, we will include a separate risk factor similar to the following:

“Changes in Legislation or Government Regulations or Policies Can Have a Significant Impact on Our Results of
Operations.

 The sales and margins of each of our segments could be directly impacted by changes in legislation or
government regulations. The demand for and cost of providing our products and services could be impacted by environmental standards and regulations. For example, the market’s response to the government regulations requiring phase out of the use
of R-22 in 2011 negatively impacted our results of operations in our Residential segment. The demand for our products and services could also be affected by the size and availability of tax incentives for purchasers of our products and services. For
example, significant reductions in federal tax credits in 2011 for high efficiency systems negatively impacted our sales volume in our Residential segment that year. Future legislation or regulations regarding environmental matters, product
certification, product liability, or tax incentives may impact the results of each of our operating segments and our consolidated 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 pursuant to Item 301 of
Regulation S-K.

 United States Securities and Exchange Commission

May 18, 2012

  Page
 3
 of 8

 Response:

Beginning with our 2012 Form 10-K and as required in future filings, we will include basic earnings (loss) per share from continuing
operations in our Selected Financial Data.

 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 17

 Liquidity and Capital Resources, page 26

4.
Given your significant foreign operations, please consider enhancing your liquidity disclosure in future filings to address the following:

•

 Disclose the amount of foreign cash and cash 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 and cash equivalents and short-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 intent 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 Section IV and Financial
Reporting Codification 501.06.a. Please show us supplementally what the revised disclosures will look like.

Response:

 As you have noted in your question, Lennox has cash held in foreign locations which is used for operational and investment purposes in those countries. Based on the cash provided by operations and the
availability of borrowing capacity in the United States, we have not considered the cash held in foreign locations to be of significance for our discussions of liquidity. However, we will provide more clarity around the availability of our cash
balances in future filings, beginning with our Form 10-Q for the Second Quarter of 2012. The following disclosure, related to December 2011, is similar to the disclosure that we intend to provide in the future.

“As of December 31, 2011, we had $45.0 million of cash and cash equivalents, including $34.4 million of cash held in foreign
locations. Our cash in foreign locations is used for investing and operating activities in those locations, and we do not have the need or the intent to repatriate those funds to the United States. If we were to repatriate this cash, we would be
required to accrue and to pay taxes in the United States for the amounts that were repatriated.”

 Contractual Obligations, page 29

5.
Please revise your table of contractual obligations in future filings to include the following:

•

 Payments you are obligated to make under your interest rate swap agreement

•

 Estimated interest payments on your debt

 Because the table is aimed at increasing transparency of cash flow, we believe these payments should be included in the table. Please also disclose any assumptions you made to derive these amounts.

 United States Securities and Exchange Commission

May 18, 2012

  Page
 4
 of 8

 Response:

Beginning with our 2012 Form 10-K and as required in future filings, we will include estimated interest payments on our debt and will
disclose assumptions we are using related to our variable rate debt in a footnote to the Contractual Obligations table. Our current interest rate swap agreement expires in October 2012; however, should we enter into another interest rate swap
agreement, we will include the agreement in our Contractual Obligations table beginning with our 2012 Form 10-K and as required in future filings.

 Item 8 – Financial Statements and Supplementary Data, page 36

Consolidated Statements of Stockholders’ Equity 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.

Response:

 Beginning with or 2012 Form 10-K and as required in future filings, we will include a column that reconciles the changes between periods in the number of shares held as treasury stock in our Consolidated
Statements of Stockholders’ Equity.

 Note 2 – Summary of Significant Accounting Policies, page 43

Property, Plant and Equipment, page 44

7.
The range of useful lives for your machinery and 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 lives 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.
Please show us in your supplemental response what the revisions will look like.

 Response:

 Beginning with our 2012 Form 10-K and as required in future filings,, we will revise the Summary of Significant Accounting
Policies for Property, Plant and Equipment (as set forth on page 44 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2011), as follows. The bolded words are new language or information in this excerpt.

“Property, plant and equipment is stated at cost, net of accumulated depreciation. Expenditures that increase the utility or extend
the useful lives of fixed assets are capitalized and expenditures for maintenance and repairs are charged to expense as incurred. Depreciation is computed using the straight-line method over the following estimated useful lives:

 Buildings and improvements

2 to 40 years

 Machinery and equipment:

 Computer software and equipment

1 to 5 years

 Other machinery and equipment

3 to 10 years”

 United States Securities and Exchange Commission

May 18, 2012

  Page
 5
 of 8

 Please note we did adjust our disclosure of useful lives in total for machinery and
equipment from “three to 15 years” to “three to ten years.” We do have some factory and machinery and equipment on our books for 15 years, but these items are either fully depreciated or immaterial to the total of machinery and
equipment as a whole. We believe it is better disclosure to use the maximum ten year useful life as this maximum useful life is more representative of the assets within the Machinery and Equipment category.

Revenue Recognition, page 47

8.
You disclose that you engage in cooperative advertising arrangements and that you record certain cooperative advertising expenditures to selling, general and
administrative expenses. In future filings, please disclose the amount of cooperative advertising expenditures that you have recorded to selling, general and administrative expenses for each period presented.

Response:

 Beginning with our 2012 Form 10-K and as required in future filings, we will include the amount of cooperative advertising expenditures included in selling, general and administrative expenses for each
period presented in our Supplemental Information footnote.

 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 improvement 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 included 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 FASB ASC 840. Please show us in your supplemental response what the revisions will look like.

 Response:

 We do have leases that contain various incentives,
including free rent, step rent provisions and/or escalation clauses. We account for these leases on a straight-line basis over the lease term in accordance with FASB ASC 840. Beginning with our 2012 Form 10-K and as required in future filings, we
will revise the Leases subsection of Commitments and Contingencies (as set forth on page 59 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2011), in a manner similar to the following. The bolded words are new language
or information in this excerpt.

 “Leases

 We lease facilities under non-cancelable operating leases. Several of the lease agreements contain rent escalation clauses (including indexed based escalations), rent holidays, capital improvement
funding or other lease concessions. We recognize our minimum rental expense on a straight-line basis. We amortize this expense over the term of the lease beginning with the date of initial possession, which is the date we enter the space and begin
to make improvements in preparation for its intended use.

 United States Securities and Exchange Commission

May 18, 2012

  Page
 6
 of 8

 The approximate minimum commitments under all non-cancellable leases outstanding as of
December 31, 2011 are as follows (in millions):

Operating
Leases

Capital
Leases

 2012

$
50.5

$
1.2

 2013

39.0

1.0

 2014

26.3

0.9

 2015

18.2

0.8

 2016

12.9

—

 Thereafter

22.3

14.6

 Total minimum lease payments

$
169.2

18.5

 Less amount representing interest

1.1

 Present value of minimum payments

$
17.4

 Note 21 – Reportable Business Segments, page 83

10.
In future filings, please revise the table on page 84 to present for each segment’s revenues from external customers as well as intersegment revenues as
required by ASC ###-##-####(a) and (b). Refer to the example set 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 supplemental
response what the revisions will look like.

 Response:

The revenues by segment included in the table on page 84 of our 2011 Form 10-K are all related to revenues to external customers except
for the Residential segment, which includes sales of HVAC equipment to our Service Experts segment. Beginning with our Form 10-Q for the Second Quarter of 2012 and as required in future filings, we will add a footnote to the table that clarifies the
amount of intersegment sales included within the Residential segment as follows:

(1)
“The net sales of the Residential Heating & Cooling segment include $67.2 million of intersegment revenues for HVAC equipment sold to our Service Experts
segment. These intersegment sales are eliminated in the consolidated results. The net sales for all other segments are related to sales to external customers.”

 Note 26 – Condensed Consolidating Financial Statements, page 89

11.
Please address your consideration of the di

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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

VIA FACSIMILE AND U.S. MAIL

                                                                             August 13, 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 Quart er Ended March 31, 2009 and
June 30, 2009 Definitive Proxy Statement filed April 17, 2009 File No. 1-15149
Dear Mr. Rumbough:

We have completed our review of your Fo rm 10-K and related filings and have no
further comments at this time.
If you have any further questions regardi ng our review of legal or disclosure
matters in your filings, pleas e direct them to Chambre Ma lone, Attorney, at (202) 551-
3262 or, in her absence, Jay Ingram, Legal Branch Chief, at (202) 551-3397.  Please
contact Ernest Greene, Staff Accountant, at (202) 551-3733 or, in his absence, the
undersigned at (202) 551-3689, if you have que stions regarding our review of the
financial statements and related matters.           Sincerely,            John Hartz
       S e n i o r  A s s i s t a n t
Chief Accountant

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Correspondence

LENNOX INTERNATIONAL INC.

2140 Lake Park Blvd.

Richardson, Texas 75080

August 4, 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 response to the comment provided by the staff (the “Staff”) of the
Securities and Exchange Commission (the “Commission”) in its comment letter dated July 24, 2009
(the “Comment Letter”). For your convenience, we have repeated the comment of the Staff in bold
typeface exactly as given in the Comment Letter and below the comment is our response.

Form 10-K for the Year Ended December 31, 2008

Item 15 — Exhibits, Financial Statement Schedules, page 96

    1.

    We note your response to comment 1 of our letter dated July 20, 2009. Please be advised that
you may redact information from your filing pursuant to an application for confidential
treatment filed under Exchange Act Rule 24b-2 and that Rule 24b-2 sets forth the exclusive
means for obtaining confidential treatment of information contained in a document filed that
would be exempt from disclosure under the Freedom of Information Act. Failure to comply with
either the substantive or procedural aspects of the Commission confidential treatment process
may result in a denial of an application.

    Response:

    We will file a complete copy of the credit agreement that includes the omitted schedules and
exhibits with our upcoming quarterly report on Form 10-Q for the period ended June 30, 2009.

* * * *

    If you have any questions or comments regarding this memorandum, please contact Roy Rumbough,
our Interim Chief Financial Officer, at 972-497-5520.

Lennox International Inc.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

VIA FACSIMILE AND U.S. MAIL

                                                                             July 24, 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 letter filed July 21, 2009 and have the following
comment.  Where indicated, we think you should revise your disclosures in response to
this comment.  If you disagree, we will cons ider your explanation as to why our comment
is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your
explanation.  Please understand that the purpose of our review process is to assist you in
your compliance with the applicable disclosu re requirements and to enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comment or on any other aspect of our
review.  Feel free to call us at  the phone numbers listed below.

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

 Item 15 – Exhibits, Financial Statement Schedules, page 96

 1. We note your response to comment 1 of our letter dated July 20, 2009.   Please be
advised that you may redact informati on from your filing pursuant to an
application for confidential treatment filed under Exchange Act Rule 24b-2 and
that Rule 24b-2 sets forth the exclusiv e means for obtaining confidential treatment
of information contained in a documen t filed that would be exempt from
disclosure under the Freedom of Information Act.  Failure to comply with either the substantive or procedur al aspects of the Commissi on's confidential treatment
process may result in a denial of an application.

Mr. Roy A. Rumbough
July 24, 2009 Page 2
*    *    *    *

Please respond to this comment within 10 business days, or tell us when you will
provide us with a response.  Please provide us with a response letter that keys your
response to our comment and provides any 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
response to our comment.
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 have any questions
regarding legal matters.  Please contact Erne st Greene, Staff Accountant, at (202) 551-
3733 or, in his absence, the undersigned at (202) 551-3689, if you have questions
regarding comments on the financial statements and related matters.
        Sincerely,            John Hartz
       S e n i o r  A s s i s t a n t
Chief Accountant

CORRESP
1
filename1.htm

Correspondence

LENNOX INTERNATIONAL INC.

2140 Lake Park Blvd.

Richardson, Texas 75080

July 22, 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 response to the comment provided by the staff (the “Staff”) of the
Securities and Exchange Commission (the “Commission”) in its comment letter dated July 20, 2009
(the “Comment Letter”). For your convenience, we have repeated the comment of the Staff in bold
typeface exactly as given in the Comment Letter and below the comment is our response.

Form 10-K for the Year Ended December 31, 2008

Item 15 — Exhibits, Financial Statement Schedules, page 96

    1.

    Refer to comment 14 of our letter dated May 29, 2009. Please file a complete copy of this
credit agreement that includes the omitted schedules and exhibits.

Response:

We will file
 a complete copy of the credit agreement that includes the omitted schedules and
exhibits with our 2nd quarter 10-Q. We will redact the LC Numbers and Amounts from
Schedule 1.01 (Existing Letters of Credit) and any bank account numbers, routing numbers,
telephone numbers or email addresses on Schedule 8.01 (Administrative Agent’s Office; Certain
Addresses for Notices) since this detailed information is either sensitive or has become stale
based on the passage of time.

*     *     *     *

If you have any questions or comments regarding this memorandum, please contact Roy Rumbough,
our Interim Chief Financial Officer, at 972-497-5520.

Lennox International Inc.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

VIA FACSIMILE AND U.S. MAIL

                                                                             July 20, 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 letter dated June 25, 2009 and have the following
comment.  Where indicated, we think you should revise your disclosures in response to
this comment.  If you disagree, we will cons ider your explanation as to why our comment
is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your
explanation.  Please understand that the purpose of our review process is to assist you in
your compliance with the applicable disclosu re requirements and to enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comment or on any other aspect of our
review.  Feel free to call us at  the phone numbers listed below.

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

 Item 15 – Exhibits, Financial Statement Schedules, page 96

 1. Refer to comment 14 of our letter date d May 29, 2009.  Please file a complete
copy of this credit agreement that includes the omitted schedules and exhibits.

*    *    *    *

Please respond to this comment within 10 business days, or tell us when you will
provide us with a response.  Please provide us with a response letter that keys your
response to our comment and provides any requested information.  Detailed letters
greatly facilitate our review .  Please file your response on EDGAR as a correspondence

Mr. Roy A. Rumbough
July 20, 2009 Page 2  file.  Please understand that we may have additional comments after reviewing your
response to our comment.
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 have any questions
regarding legal matters.  Please contact Erne st Greene, Staff Accountant, at (202) 551-
3733 or, in his absence, the undersigned at (202) 551-3689, if you have questions
regarding comments on the financial statements and related matters.
        Sincerely,            John Hartz
       S e n i o r  A s s i s t a n t
Chief Accountant

CORRESP
1
filename1.htm

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

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

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010

November 9, 2006

Ms. Susan K. Carter
Chief Financial Officer
Lennox International Inc.
2140 Lake Park Blvd.
Richardson, Texas 75080

 RE:  Form 10-K for the Fiscal  Year ended D ecember 31, 2005
Forms 10-Q for the Fiscal Quarters  ended March 3 1, 2006, June 30,
2006 and September 30, 2006
                     File No. 1-15149

Dear Ms. Carter:

  We have reviewed these filings a nd 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
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 filing.  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.

Susan K. Carter
Lennox International Inc.
November 9, 2006 Page 2 of 5
Form 10-K for the year ended December 31, 2005

General
1. Where a comment below requests additional disclosures or other revisions to be made, please show us in your response wh at the revisions will look like.  These
revisions should be included in your future  filings, including your interim filings
where applicable.
2. You made references to the use of a third party actuary on page 35 to assist in the
determination of your self-insurance and cap tive expense and liabilities.  You also
made references to the use of an outside c onsultant on page 89 to assist you in the
redesigning of your policies,  procedures, and controls  with respect to your
commodity hedging activities.  Please disclose the name of the third party actuary
and consultant.

Management Discussion and Analysis of Financial Condition and Results of Operations
Results of Operation, page 21
3. In a similar manner to your discussion of revenues by segment, please also
provide an in-depth discussion and analys is of segment profit for each of your
segments.  As part of the revised disclo sures, please ensure that you quantify the
impact of the increases or decreases in segment profit due to pricing, changes in volume, foreign currency exchange a nd variations in selling, general and
administrative expenses.  Please refer to Item 303(a) of Regulation S-K as well as Question 19 of our FAQ Regarding the Use of Non-GAAP Financial Measures dated June 13, 2003.
4. You discuss net sales and th e provision for income taxes excluding certain items.
These amounts constitute non-GAAP meas ures.  For example, on page 22 you
discuss net sales excluding the favorable im pact of foreign currency translation.
Please revise your MD&A for each period presented to remove these non-GAAP
measures and instead discuss the ch anges between periods in your GAAP
financial statement line items.  Amounts that are a business reason for the change
between periods, such as this item you refe r to, should be discussed as one of the
business reasons for the change in the applicable GAAP financial statement line
item between periods.  Please make the appropriate revisions.

Financial Statements

Consolidated Statements of Operations, page 42
5. Under Investments in Affiliates on page 47, you disclosed that you recorded equity in the earnings of affiliate s of $14.2 million in 2005, $9.1 million in 2004,

Susan K. Carter
Lennox International Inc.
November 9, 2006 Page 3 of 5
and $6.8 million in 2003 within selling, general and administrative expenses.  Given that Rule 5-03 of Regulation S-X w ould generally require that equity in
earnings of affiliates not be included in operational income (loss), please tell us how you determined your presentation of equity in earnings of affiliates is appropriate.

Consolidated Statements of Cash Flows, page 44
6. You disclosed in your statements of stockholders’ equity that $144.3 million of convertible notes were redeemed in 2005.  Please disclose this transaction and any
other material noncash investing or financing transactions in your statements of cash flows in accordance with paragraph 32 of SFAS 95.

Note 2 – Summary of Significant Accounting Policies
Revenue Recognition, page 49
7. You disclosed that you recognize revenue in your Residential Heating & Cooling, Commercial Heating & Coo ling and Refrigeration segments when products are
shipped to customers.  You disclose th at revenues are recognized when products
are shipped.  Please tell us and disclo se in your revenue recognition policy:
• Whether your stated shipping term s are FOB shipping point or FOB
destination pursuant to your sale s agreements with customers;
• Your customers’ rights of inspection, acceptance, and return; and
• When title passes from you to your customer.
Unless obvious, please explain to us w hy sales recognition is appropriate upon
shipment, rather than upon delivery to and acceptance by the customer.  Note that even if your sales agreements state th at title passes upon shipment, customer
acceptance provisions or a history of your  replacing goods damaged or lost in
transit may make the recognition of re venue upon delivery to and acceptance by
the customer GAAP.  See the Interpretive Response to Question 3 of SAB Topic 13:A.

Note 3 – Reportable Business Segments, page 53
8. Please disclose the types of amounts incl uded in the corporate and other segment
profit (loss) and assets line item for each period presented.  Please disclose why these amounts were not allocated to the other reportable segments.  If any
amounts are the elimination or reversal  of transactions between reportable
segments, please present them separatel y.  See paragraphs 31 and 32 of SFAS
131.  Please also discuss the business reasons for fluctuations in these amounts in MD&A.

Susan K. Carter
Lennox International Inc.
November 9, 2006 Page 4 of 5
Form 10-Q for the quarter ended September 30, 2006
9. Please address the comments above in  your interim filings as well.

*    *    *    *

        Please respond to these comments within 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.

       We urge all persons who are res ponsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the staff to be certain that they have provided all information required under the Securities Ex change Act of 1934 and that they have
provided all information investors require fo r an informed decision.  Since the company
and its management are in possession of all f acts relating 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 comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities 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.

Susan K. Carter
Lennox International Inc.
November 9, 2006 Page 5 of 5
        If you have any questions regardi ng these comments, please direct them to Gus
Rodriguez, Staff Accountant, at (202) 551-3752 or, in his absence, Nudrat Salik, Staff Accountant, at (202) 551-3692.

          Sincerely,

        R u f u s  D e c k e r
        B r a n c h  C h i e f

CORRESP
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LENNOX INTERNATIONAL INC.

2140 Lake Park Blvd.

Richardson, Texas 75080

December
22, 2006

Memorandum for

Securities Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    RE:

    Lennox International Inc.

     This memorandum sets forth the response of Lennox International Inc. to the comments provided
by the staff (the “Staff”) of the Securities Exchange Commission (the “Commission”) in its comment
letter dated December 12, 2006 (the “Comment Letter”). For your convenience, we have repeated each
comment of the Staff in bold type face exactly as given in the Comment Letter and set forth below
such comment is our response.

Form 10-K for the year ended December 31, 2005

Management Discussion and Analysis of Financial Condition and Results of Operations Results of
Operation, page 21

    1.

    We have reviewed your response to comments 3, 4, 7 and 8. Please show us what your revised
disclosures will look like in your supplemental response.

Response:

Original Questions 3 and 8:

In our Form 10-K for 2006, the discussion of segment results in our MD&A will be expanded to
incorporate an in-depth discussion and analysis of segment profit for each of our segments. We
will accomplish this enhanced disclosure by incorporating a new section in the MD&A that is focused
exclusively on the discussion of segment results. Our discussion of consolidated results will be
revised to incorporate only those items that are significant on a consolidated level. The new
section will provide the reader with additional information for each segment, which might not be
material to the consolidated results. An example of this new section is included at Addendum One
which compares 2005 with 2004. In Addendum Two, we have included the reconciliation of
segment results to income from continuing operations in order to facilitate your review of this
proposed disclosure.

Original Question 4:

In our Form 10-K for 2005, we had provided a non-GAAP number that restated net sales to exclude the
impact of foreign currency. In our future filings, we will eliminate that reference. Our future
discussion of the impact of foreign currency on net sales will be revised as follows:

“Net sales increased $383.5 million, or 12.9% to $3,366.2 million for the year ended
December 31, 2005 from $2,982.7 million in the prior year. This increase in net
sales included a $28.9 million improvement attributable to the favorable impact of
foreign currency fluctuation in 2005.”

Note that similar language would be used for describing the net sales increases for segment
results. The impact of foreign currency will only be noted if it is a relevant factor in comparing
results.

As noted in your comment letter, we also introduced a non-GAAP number in our explanation of the
Provision for Income Taxes. In our future filings, we will eliminate that reference, which
restated the effective tax rate for the differences in provision related to the effect of goodwill
impairment charges. Our disclosure in future filings will be similar to the following:

“The effective tax rate on continuing operations was 35.3% and (48.4%) for 2005
and 2004, respectively. The effective tax rate for 2004 was significantly
impacted by the non-deductibility of a large portion of the goodwill impairment.
Other reasons for the differences between the effective tax rate and the statutory
federal rate of 35% include state and local taxes, non-deductible expenses,
foreign operating losses for which no tax benefits have been recognized and
foreign taxes at rates other than 35%.”

Original Question 7:

We will change our discussion of our accounting policies for revenue recognition for our
Residential Heating & Cooling, Commercial Heating & Cooling and Refrigeration segments in our 2006
Form 10-K as follows:

“The Company’s Residential Heating & Cooling, Commercial Heating & Cooling and
Refrigeration segments recognize revenue based on the shipping terms for each
transaction. The Company’s shipping terms are primarily FOB Shipping Point and,
therefore, revenues are recognized for these transactions when products are shipped
to customers and title passes. However, the Company does have shipping terms for
certain customers where title and the risk of ownership do not transfer until the
product is delivered to the customer. For these transactions, revenue is recognized
on the date that the product is received and accepted by such customers. The
Company has experienced returns for miscellaneous reasons, and records a reserve for
these returns at the point of sale based on the historical experience for such
returns. However, the historical rate of returns is insignificant as a percentage
of sales.”

Financial Statements

Consolidated Statements of Operations, page 42

     We have reviewed your response to comment 5. Rule 5-03.13 of Regulation S-X indicates that
the equity in earnings of affiliates line item should appear outside of operational income (loss).
Please revise your presentation accordingly or further advise how you concluded that it is
appropriate to include the equity in earnings of each of these three entities in operational income
(loss). It is not clear how each of these affiliates relate directly to your major ongoing or
central operations.

Response:

Each of these three investments is considered to be an integral part of our operations and our
business. Alliance Compressor LLC (Alliance) was formed with the other investors in an effort to
produce higher performance compressors at a lower cost. Alliance serves as key supplier to our
U.S. manufacturing facilities and helps ensure that our U.S. facilities have sufficient capacity
for this key component in air conditioners. Frigus-Bohn was formed with the other investors in
order to provide us with a presence for our Refrigeration segment in Mexico with minimal
infrastructure related costs. Our interest in Kulthorn Kirby Public Company Limited (Kulthorn) was
acquired as part of our Australian acquisition in the late 1990’s. Kulthorn serves as a key
regional low cost strategic partner supplying compressors to our Refrigeration segment’s operations
in Australia, Europe and Brazil.

Our business segment operating results include the equity in earnings of affiliates for these three
entities. In evaluating each business segment’s operating performance and making decisions on the
allocation of capital resources to the business segments, the chief operating decision maker
utilizes internal reports which include our proportionate share of the financial results for these
three entities. Additionally, each business segment’s short-term incentive program utilizes
financial metrics that include our proportionate share of the financial results for these three
entities.

Historically, we have included the equity in earnings of unconsolidated affiliates for these three
entities in Selling, General and Administrative Expense in our Consolidated Statements of
Operations as the amounts involved were not significant (between 0.8%
and 1.6% of Selling, General and Administrative Expense for all years
presented). After considering your question, we will include the income from equity in earnings of these affiliates in a
separate line item and position this line item immediately above operating income in all future
filings. As each of these investments is an integral part of our operations and our business, we
continue to believe that it is appropriate to include the equity in earnings of unconsolidated
affiliates for these three entities as part of operating income as allowed by Regulation S-X. See
Addendum Three which shows how we propose to report the equity in earnings of affiliates for these
three entities in our future filings.

Form 10-Q for the quarter ended September 30, 2006

    3.

    Please address the comments above in your interim filings as well.

Response:

The responses set forth above are intended to address our interim filings and will be
incorporated in our future interim filings.

* * * *

     If you have any questions or comments regarding this memorandum, please contact Susan K.
Carter, our Chief Financial Officer, at 972-497-5130.

Lennox International Inc.

Addendum One

Fiscal Year 2005 Operating Results by Business Segment

Overview

We operate in four reportable business segments including Residential Heating & Cooling, Commercial
Heating & Cooling, Service Experts and Refrigeration. Segment profit (loss) is the primary measure
of profitability to evaluate operating performance and to allocate capital resources. Segment
profit (loss) is defined as the segment’s income (loss) from continuing operations before income
tax included in the accompanying Consolidated Statements of Operations; excluding (gains), losses
and other expenses, net; restructuring charges; goodwill impairment; interest expense, net; and other income (expense),
net; less (plus) realized gains (losses) on settled future contracts. The reconciliation of total
segment results to income from continuing operations before income taxes is included in our segment
footnote.

Transactions between segments, such as products sold to Service Experts by our Residential Heating
& Cooling segment, are recorded on an “arm’s-length” basis using the market price for these
products. The elimination of these intercompany sales and any associated profit are noted in our
reconciliation of segment results to the income from continuing operations before income tax in the
segment footnote. Our corporate costs include those costs related to corporate functions such as
legal, internal audit, treasury, human resources, tax compliance and senior executive staff.
Corporate costs also include the long-term share-based incentive awards provided to employees
throughout Lennox International. The assets in the corporate segment are primarily comprised of
cash, deferred tax assets, and investments in unconsolidated subsidiaries. Assets recorded in the
operating segments represent those assets directly associated with those segments.

Residential Heating & Cooling

    Years Ended
December
31,

    ($ in millions)

    2005

    2004

    Difference

    % Change

    Net sales

    $
    1,685.8

    $
    1,419.8

    $
    266.0

    18.7
    %

    Profit (loss)

    $
    206.9

    $
    169.7

    $
    37.2

    21.9
    %

    % of net sales

    12.3
    %

    12.0
    %

Net sales in the Residential Heating & Cooling business segment increased $266.0 million, or
18.7%, to $1,685.8 million for 2005 from $1,419.8 million for 2004. The increase in net sales was
primarily due to a strong industry as U.S. factory shipments of unitary air conditioners and heat
pumps were up 16% in 2005 as compared to the prior year. The industry benefited from favorable
weather in 2005 during the cooling season. According to the National Oceanic and Atmospheric
Administration’s Climate Prediction Center, total U.S. cooling days were 19% above normal and 15%
above the prior year. In addition, price increases in response to higher commodity prices
favorably impacted net sales.

Segment profit in Residential Heating & Cooling increased 21.9% from $169.7 million in 2004 to
$206.9 million for 2005. The increase in segment profit was primarily driven by increased
revenues. Pricing actions in the second half of 2004 that were in effect for the full year of 2005
allowed us to offset the negative impact from significant cost increases in commodities and fuel.
In addition, selling, general and administrative expenses increased due to planned higher sales and
marketing costs resulting from the strategy to grow revenues in select domestic regional markets
where the market share for our products had been historically lower than the national average. In
addition, higher performance based compensation also impacted selling, general and administrative
costs.

Commercial Heating & Cooling

    Years
Ended
December 31,

    ($ in millions)

    2005

    2004

    Difference

    % Change

    Net sales

    $
    651.7

    $
    580.8

    $
    70.9

    12.2
    %

    Profit (loss)

    $
    56.9

    $
    51.2

    $
    5.7

    11.1
    %

    % of net sales

    8.7
    %

    8.8
    %

Net sales in the Commercial Heating & Cooling segment increased $70.9 million, or 12.2%, to
$651.7 million for 2005 from $580.8 million in 2004. The increase in net sales was due primarily
to strong domestic sales growth, particularly in sales to national accounts and to commercial
mechanical contractors. In addition, net sales were favorably impacted by price increases in
response to higher commodity prices. Net sales were slightly higher in the segment’s European
operations which comprise 28% of total segment revenues.

Segment profit in Commercial Heating & Cooling increased 11.1% from $51.2 million for 2004 to $56.9
million in 2005. Gross profit in the domestic business improved due to higher volumes and price
increases that offset higher commodity costs. However, these improvements were offset by
declining gross profits in the European operations due to price compression that resulted from a
continued decline in non-residential new construction in 2005.

Service Experts

    Years
Ended
December 31,

    ($ in millions)

    2005

    2004

    Difference

    % Change

    Net sales

    $
    641.4

    $
    611.7

    $
    29.7

    4.9
    %

    Profit (loss)

    $
    17.0

    $
    (2.2
    )

    $
    19.2

    n/m

    % of net sales

    2.7
    %

    (0.4
    )%

    n/m = not meaningful

Net sales in the Service Experts segment increased $29.7 million, or 4.9%, to $641.4 million
in 2005 from $611.7 million in the prior year. The increase in net sales was primarily in the
residential service and replacement business that was impacted by favorable weather during the
cooling season. This increase in net sales was also impacted by a $7.7 million improvement
attributable to foreign currency fluctuation as 18% of the revenues were recorded in Canada.

Segment profit in Service Experts increased $19.2 million from a loss of $2.2 million in 2004 to
$17.0 million in income in 2005. Profit improved based on higher
revenues and lower selling, general and administrative expenses
due to cost reduction activities and lower marketing costs.

Refrigeration

    Years
Ended
December 31,

    ($ in millions)

    2005

    2004

    Difference

    % Change

    Net sales

    $
    467.2

    $
    444.7

    $
    22.5

    5.1
    %

    Profit (loss)

    $
    44.4

    $
    42.7

    $
    1.7

    4.0
    %

    % of net sales

    9.5
    %

    9.6
    %

Net sales in the Refrigeration segment increased $22.5 million, or 5.1%, to $467.2 million in
2005 from $444.7 million in 2004. This increase in net sales included a $9.7 million improvement
attributable to the favorable impact of foreign currency fluctuation in 2005 as 61% of the revenue
in 2005 in the refrigeration segment was from international sales. Sales in North and South
America increased primarily due to the growth in original equipment manufacturer sales that service
the supermarket, walk-in refrigeration and cold storage market segments. In addition, price
increases favorably impacted net sales. These increases were offset by lower sales in the
segment’s Asia Pacific markets.

Segment profit in Refrigeration increased 4.0% from $42.7 million in 2004 to $44.4 million in 2005.
The increase in segment profits was primarily attributable to
increased revenues, higher prices and favorable product mix. These favorable items were partially offset by increased commodity prices
and higher selling, general and administrative expenses. Selling, general and administrative costs
increased as a result of increased selling expense in international markets.

Corporate and other

Corporate and other costs increased from $91.6 million for 2004 to $103.1 million in 2005. The
primary reasons for this increase i

CORRESP
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LENNOX INTERNATIONAL INC.

2140 Lake Park Blvd.

Richardson, Texas 75080

December 8, 2006

Memorandum for

Securities Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

RE:     Lennox International Inc.

     This memorandum sets forth the response of Lennox International Inc. to the comments provided
by the staff (the “Staff”) of the Securities Exchange Commission (the “Commission”) in its comment
letter dated November 9, 2006 (the “Comment Letter”). For your convenience, we have repeated each
comment of the Staff in bold type face exactly as given in the Comment Letter and set forth below
such comment is our response.

Form 10-K for the year ended December 31, 2005

General

    1.

    Where a comment below requests additional disclosures or other revisions to be made, please
show us in your response what the revisions will look like. These revisions should be included
in your future filings, including your interim filings where applicable.

    Response:

    We have set forth in this memorandum our intended disclosures or other revisions with
respect to each of the Staff’s comments where additional disclosure is requested. We will
include these additional disclosures in our future filings.

    2.

    You made references to the use of a third party actuary on page 35 to assist in the
determination of your self-insurance and captive expense and liabilities. You also made
references to the use of an outside consultant on page 89 to assist you in the redesigning of
your policies, procedures, and controls with respect to your commodity hedging activities.
Please disclose the name of the third party actuary and consultant.

    Response:

    In future filings we will either remove any reference to third party consultants and
actuaries, or if we include such reference, we will name the third party and consider
whether it is necessary to obtain a consent from such third party.

Management Discussion and Analysis of Financial Condition and Results of Operations

Results of Operation, page 21

    3.

    In a similar manner to your discussion of revenues by segment, please also provide an
in-depth discussion and analysis of segment profit for each of your segments. As part of the
revised disclosures, please ensure that you quantify the impact of the increases or decreases
in segment profit due to pricing, changes in volume, foreign currency exchange and variations
in selling, general and administrative expenses. Please refer to Item 303(a) of Regulation S-K
as well as Question 19 of our FAQ Regarding the Use of Non-GAAP Financial Measures dated June
13, 2003.

    Response:

    We will expand our disclosure of segment results in future filings by incorporating an
in-depth discussion and analysis of segment profit for each of our segments. We will make
sure that all material reasons for changes in both sales and profits are discussed for each
segment.

    4.

    You discuss net sales and the provision for income taxes excluding certain items. These
amounts constitute non-GAAP measures. For example, on page 22 you discuss net sales excluding
the favorable impact of foreign currency translation. Please revise your MD&A for each period
presented to remove these non-GAAP measures and instead discuss the changes between periods in
your GAAP financial statement line items. Amounts that are a business reason for the change
between periods, such as this item you refer to, should be discussed as one of the business
reasons for the change in the applicable GAAP financial statement line item between periods.
Please make the appropriate revisions.

    Response:

    We will revise our disclosures in future filings to remove these non-GAAP measures and
instead discuss the changes between periods in our GAAP financial statement line items.
Additionally, we will otherwise make sure that our disclosures comply with Item 10(e) of
Regulation S-K.

Financial Statements

Consolidated Statements of Operations. page 42

    5.

    Under Investments in Affiliates on page 47, you disclosed that you recorded equity in the
earnings of affiliates of $14.2 million in 2005, $9.1 million in 2004, and $6.8 million in
2003 within selling, general and administrative expenses. Given that Rule 5-03 of Regulation
S-X would generally require that equity in earnings of affiliates

    not be included in operational income (loss), please tell us how you determined your
presentation of equity in earnings of affiliates is appropriate.

    Response:

    As of December 31, 2005, the carrying amount of our investments in affiliates was
approximately $46.0 million and consisted of the following:

    •

    24.5% common stock ownership interest in Alliance Compressor LLC, a joint
venture engaged in the manufacture and sale of compressors;

    •

    50% common stock ownership in Frigus-Bohn, a Mexican joint venture that produces
unit coolers and condensing units; and

    •

    20% common stock ownership interest in Kulthorn Kirby Public Company Limited, a
Thailand company engaged in the manufacture of compressors for refrigeration
applications.

    We acknowledge that Rule 5-03 of Regulation S-X generally does require that equity in
earnings of affiliates not be included in operating income (loss). However, we view that our
investment in each affiliated company is part of our operating income as each of these
affiliate companies is involved in the production of products sold in
HVACR (heating, ventilation, air conditioning and refrigeration) markets.

    As a result, we believe it is appropriate to include the equity in earnings from these
investments in operational income (loss) in our consolidated statements of operations.
Therefore, in future filings, we will continue to include the equity in earnings from
investments that are involved with the production of products sold in various HVACR markets.
We will also continue to disclose the nature of these joint ventures, their impact to
income from operations, and where the amounts associated with these joint ventures are
recorded on our financial statements.

Consolidated Statements of Cash Flows, page 44

    6.

    You disclosed in your statements of stockholders’ equity that $144.3 million of convertible
notes were redeemed in 2005. Please disclose this transaction and any other material noncash
investing or financing transactions in your statements of cash flows in accordance with
paragraph 32 of SFAS 95.

    Response:

    In future filings we will disclose all material noncash investing or financing transactions
in the supplementary disclosures of cash flow information section of our statements of cash
flows.

Note 2 — Summary of Significant Accounting Policies

Revenue Recognition, page 49

    7.

    You disclosed that you recognize revenue in your Residential Heating & Cooling, Commercial
Heating & Cooling and Refrigeration segments when products are shipped to customers. You
disclose that revenues are recognized when products are shipped. Please tell us and disclose
in your revenue recognition policy:

    •

    Whether your stated shipping terms are FOB shipping point or FOB destination
pursuant to your sales agreements with customers;

    •

    Your customers’ rights of inspection, acceptance, and return; and

• When title passes from you to your customer.

     Unless obvious, please explain to us why sales recognition is appropriate upon
shipment, rather than upon delivery to and acceptance by the customer. Note that even if
your sales agreements state that title passes upon shipment, customer acceptance provisions
or a history of your replacing goods damaged or lost in transit may make the recognition of
revenue upon delivery to and acceptance by the customer GAAP. See the Interpretive Response
to Question 3 of SAB Topic 13:A.

    Response:

    Our revenue recognition practices depend upon the shipping terms for each transaction. Our
shipping terms are primarily FOB Shipping Point and, therefore, we recognize revenues for
these transactions when products are shipped to our customers and title passes. However, we
do have shipping terms for certain customers in our smaller operations, primarily outside of
North America, where title and risk of ownership does not transfer until the product is
delivered to the customer. For these transactions, we recognize revenues on the date that
the product is received and accepted by such customers.

    We have experienced returns for miscellaneous reasons, and we record a reserve for these
returns based on our historical experience for such returns. However, it should also be
noted that our historical rate of returns is insignificant as a percentage of sales.

    We will revise our disclosure in future filings and clarify that our revenue recognition
practices are based upon the shipping terms and passage of title.

Note 3 — Reportable Business Segments, page 53

    8.

    Please disclose the types of amounts included in the corporate and other segment profit
(loss) and assets line item for each period presented. Please disclose why these amounts were
not allocated to the other reportable segments. If any amounts are the elimination or reversal
of transactions between reportable segments, please present

    them separately. See paragraphs 31 and 32 of SFAS 131. Please also discuss the business
reasons for fluctuations in these amounts in MD&A.

    Response:

    Our segment results reported externally are the same as the results that are reported
internally and used by the chief operating decision maker for purposes of evaluating
performance and allocated resources. Transactions between segments, such as products sold
to Service Experts by our Residential Heating and Cooling segment, are recorded on an
arm’s-length basis using the market price for these products. The eliminations of these
inter-company sales and any associated profit are noted in our reconciliation of segment
results to the income from continuing operations before income taxes. We will expand our
disclosure to describe the nature of these eliminations in future filings.

    Our corporate costs include those costs related to corporate functions such as legal,
internal audit, treasury, human resources, tax compliance, and senior executive staff.
Corporate costs also include the long-term share-based incentive awards provided to
employees throughout Lennox. We record these share-based awards as corporate costs based on
confidentiality and the historical practice of doing so for internal reporting purposes.
The assets in the corporate segment are primarily comprised of cash, deferred tax assets,
and investments in unconsolidated subsidiaries.. Assets recorded in the operating segments
represent those assets directly associated with those segments.

    In future filings, we will provide additional disclosure related to the types of amounts
recorded in corporate, the nature of any allocations of corporate costs to business
segments, and the basis of accounting for any transactions between reportable segments as
discussed in paragraphs 31 and 32 of SFAS 131. Significant fluctuations in these amounts
will be discussed in MD&A.

Form 10-Q for the quarter ended September 30 2006

    9.

    Please address the comments above in your interim filings as well.

    The responses set forth above are intended to address our interim filings and will be
incorporated in our future interim filings.

****

    We also acknowledge that:

    •

    we are responsible for the adequacy and accuracy of the disclosure in our 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

    •

    we may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

     If you have any questions or comments regarding this memorandum, please contact Susan K.
Carter, our Chief Financial Officer, at 972-497-5130.

Lennox International Inc.

CORRESP
1
filename1.htm

corresp

LENNOX INTERNATIONAL INC.

2140 Lake Park Blvd.

Richardson, Texas 75080

March 6, 2006

Memorandum

      for

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

          Re: Lennox International Inc.

          This memorandum sets forth the responses of Lennox International Inc. to the comments provided
by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its
comment letter dated February 24, 2006 (the “Comment Letter”). For your convenience, we have
repeated each comment of the Staff in bold type face exactly as given in the Comment Letter and set
forth below such comment is our response.

    1.

    Please clarify for us whether the restatements disclosed in your Form 8-K filed on February
21, 2006, affected any period prior to the fiscal quarter ended March 31, 2005. If the
restatement did impact periods prior to the fiscal quarter ended March 31, 2005, please
confirm that you will restate these prior periods, in addition to restating each interim
period in 2005.

          Response:

          In connection with the completion of year-end procedures related to the accounting for
futures contracts for copper and aluminum, we determined these futures contracts did not
qualify for hedge accounting under Statement of Financial Accounting Standards No. 133
“Accounting for Derivative Instruments and Hedging Activities” (“SFAS 133”) as our
documentation did not meet the criteria specified by SFAS 133 in order for the hedging
instruments to qualify for cash flow designation. Accordingly, we have restated our
statements of operations and consolidated balance sheets as of and for the three months
ended March 31, 2005, the three and six months ended June 30, 2005 and the three and nine
months ended September 30, 2005 and included such restated financial statements in our
Current Report on Form 8-K dated February 16, 2006. As set forth in such restated financial
statements, our net income increased by $6.1 million in the first quarter of 2005, decreased
by $3.5 million in the second quarter of 2005 and increased by $6.3 million in the third
quarter of 2005, an aggregate $8.9 million net income increase for
the nine months ended September 30, 2005. The following table details the impact on prior periods:

1

    Amount

    (in millions)

    Cumulative impact on prior periods as of December 31, 2004

    $
    6.2

    Net income impact on our 2004 statement of operations (the “2004 Impact”)

    $
    5.1

    Net income impact on our 2003 statement of operations (the “2003 Impact”)

    $
    1.1

          We
concluded that the 2003 and 2004 net income and cumulative impacts are not material with
respect to our financial statements for the years ended December 31, 2003 and 2004,
respectively, and accordingly no restatement of such financial
statements is required. The cumulative impact as of December 31, 2004
has been included in our restated March 31, 2005 quarterly financial statements. In
making such determination, we considered both quantitative and qualitative factors pursuant
to the guidance of Staff Accounting Bulletin 99. We reported net income of $86.4 million in
2003, and the 2003 Impact is only 1.3% of such amount and would only increase our net income
from $86.4 million to $87.5 million. We reported a net loss of ($134.4) million in 2004,
and the 2004 Impact is only 3.8% of such net loss and would only change the net loss from
($134.4) million to ($129.3) million. In addition, we determined that:

    •

    the misstatement does not mask a change in earnings or other trends because (i)
we have significant net income in 2003 even if the 2003 Impact is included and (ii)
we have a significant net loss in 2004 even if the 2004 Impact is included;

    •

    the misstatement does not hide a failure to meet analysts’ consensus
expectations because inclusion of the 2003 Impact or the 2004 Impact would increase
our reported results of operations for the applicable periods;

    •

    the misstatement does not change a loss into income and, in fact, inclusion of
either the 2003 Impact or the 2004 Impact would increase our results of operations;

    •

    the misstatement does not significantly impact a segment or other portion of our business
that has been identified as playing a significant role in our operations;

    •

    the misstatement does not affect our compliance with loan covenants (and if the
2003 Impact or the 2004 Impact were included, our ratios relating to our loan
covenants would improve for each period);

    •

    the misstatement has no impact on management compensation; and

    •

    the misstatement does not involve the concealment of an unlawful transaction as
the error in accounting for futures contracts was the result of an unintentional
mistake and not the result of fraud or intentional misconduct.

          For the reasons discussed above, we have determined that (i) the 2003 Impact is not
material to our 2003 financial statements and (ii) the 2004 Impact is not material to

2

           our 2004 financial statements. We reviewed these matters with the Audit Committee of our
Board of Directors and the Audit Committee agreed with our determination. In addition, we
have discussed these matters with KPMG LLP, our independent registered public accountants,
and they have concurred with our determination.

    2.

    You have disclosed that the financial statements included in your Forms 10-Q for the fiscal
quarters ended September 30, 2005, June 30, 2005, and March 31, 2005 should no longer be
relied upon. However, you have not indicated how and when you intend to reflect the restated
financial statements for these periods. Please tell whether you intend to file restated Forms
10-Q/A for each of the aforementioned periods or whether you intend to give effect to these
restatements in your Form 10-K for the fiscal year ended December 31, 2005. We may have
further comments after you file the restated financial statements.

We remind you that when you file your restated financial statements you should appropriately
address the following:

    •

    an explanatory paragraph in the reissued audit opinion, if applicable,

    •

    full compliance with SFAS 154, paragraphs 25 and 26,

    •

    fully update all affected portions of the document, including MD&A, selected
financial data, and quarterly financial data,

    •

    updated Item 9A. and Item 4 disclosures should include the following:

    •

    a discussion of the restatement and the facts and
circumstances surrounding it,

    •

    how the restatement impacted the CEO and CFO’s original
conclusions regarding the effectiveness of your disclosure controls and
procedures,

    •

    changes to internal controls over financial reporting,
and

    •

    anticipated changes to disclosure controls and
procedures and/or internal controls over financial reporting to prevent
future misstatements of a similar nature.

    Refer to Items 307 and 308(c) of Regulations S-K.

    •

    updated certifications.

Response:

          With respect to our restated statements of operations and restated consolidated balance
sheets as of and for the three months ended March 31, 2005, the three and six months ended
June 30, 2005 and the three and nine months ended September 30, 2005:

    •

    we filed such restated financial statements with our Current Report on Form 8-K
dated February 16, 2006;

    •

    we will include such restated financial statements in the footnotes to our
audited financial statements in our Annual Report on Form 10-K for the year ended
December 31, 2005 (the “2005 10-K”) which we intend to file no later than March 16,
2006; and

3

    •

    we will include these restated financial statements in our Quarterly Reports on
Form 10-Q for each of the first, second and third quarters of 2006 when they are
filed and our disclosures in such quarterly reports will comply with appropriate provisions of SFAS 154.

          No explanatory paragraph in a reissued audit opinion is necessary since we are not
restating any audited financial statements. We will fully update all affected portions of
our 10-K to reflect the restated quarterly financial statements.

          In connection with our Item 9A Controls and Procedures disclosure to be included in our
2005 10-K, our Chief Executive Officer and our Chief Financial Officer have determined that
our disclosure controls and procedures were effective as of December 31, 2005 in making
known to them material information required to be disclosed in our reports filed or
submitted by us under the Securities Exchange Act of 1934. We have also determined a
control weakness existed relating to the accounting for futures contracts for copper and
aluminum as of March 31, 2005, June 30, 2005 and September 30, 2005 and that such weakness
constituted a material weakness as defined in PCAOB Auditing Standard No. 2 for
these quarterly periods. Accordingly, Item 9A in our 2005 10-K will include a discussion of
the restatement and updated disclosure that, because of this control weakness, our Chief
Executive Officer and our Chief Financial Officer have determined that our disclosure
controls and procedures were not effective as of March 31, 2005, June 30, 2005 and September
30, 2005 in making known to them material information required to be disclosed in our
reports filed or submitted by us under the Securities Exchange Act of 1934. We engaged
PricewaterhouseCoopers LLP in the first quarter of 2006 to assist us in redesigning our
controls, policies and procedures with respect to our commodity hedging activities. We will
file certifications as exhibits to our 2005 10-K.

* * * *

We also acknowledge that:

    •

    we are responsible for the adequacy and accuracy of the disclosure in our
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

    •

    we may not assert Staff comments as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.

          If you have any questions or comments regarding this memorandum, please contact Susan K.
Carter, our Executive Vice President and Chief Financial Officer, at (972) 497-5130. We have also
set forth on Exhibit A to this memorandum updated contact information for certain of our executive
officers for the Staff’s future reference.

Lennox International Inc.

4

    cc:

    John C. Martin

United States Securities and Exchange Commission

Douglass M. Rayburn

Baker Botts L.L.P.

5

Exhibit A

Contact Information

    Robert E. Schjervan

    Phone: 972-497-6880

    Chief Executive Officer

    Fax: 972-497-5440

    Lennox International Inc.

    2140 Lake Park Blvd.

    bob.schjerven@lennoxintl.com

    Richardson, Texas 75080

    Susan K. Carter

    Phone: 972-497-5130

    Executive Vice President and Chief Financial Officer

    Fax: 972-497-6042

    Lennox International Inc.

    2140 Lake Park Blvd.

    sue.carter@lennoxintl.com

    Richardson, Texas 75080

    William F. Stoll, Jr.

    Phone: 972-497-7452

    Executive Vice President, Chief Legal Officer and Secretary

    Fax: 972-497-5062

    Lennox International Inc.

    2140 Lake Park Blvd.

    bill.stoll@lennoxintl.com

    Richardson, Texas 75080

    David L. Inman

    Phone: 972-497-6678

    Vice President, Controller and Chief Accounting Officer

    Fax: 972-497-5015

    Lennox International Inc.

    2140 Lake Park Blvd.

    david.inman@lennoxintl.com

    Richardson, Texas 75080

6

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

      February 24, 2006

via U.S. mail and facsimile

Robert E. Schjerven
Chief Executive Officer
Lennox International Inc.
2140 Lake Park Boulevard
Richardson, TX  75080

	Re:	   Item 4.02 Form 8-K
	Filed:	   February 21, 2006
	File No.  1-15149

Dear Mr. Schjerven:

	We have reviewed your Item 4.02 Form 8-K for compliance with
the
form requirements and have the following comments.
1. Please clarify for us whether the restatements disclosed in
your
Form 8-K filed on February 21, 2006, affected any period prior to
the
fiscal quarter ended March 31, 2005.  If the restatement did
impact
periods prior to the fiscal quarter ended March 31, 2005, please
confirm that you will restate these prior periods, in addition to
restating each interim period in 2005.
2. You have disclosed that the financial statements included in
your
Forms 10-Q for the fiscal quarters ended September 30, 2005, June
30,
2005, and March 31, 2005 should no longer be relied upon.
However,
you have not indicated how and when you intend to reflect the
restated financial statements for these periods.  Please tell
whether
you intend to file restated Forms 10-Q/A for each of the
aforementioned periods or whether you intend to give effect to
these
restatements in your Form 10-K for the fiscal year ended December
31,
2005.  We may have further comments after you file the restated
financial statements.

We remind you that when you file your restated financial
statements
you should appropriately address the following:
* an explanatory paragraph in the reissued audit opinion, if
applicable,
* full compliance with SFAS 154, paragraphs 25 and 26,
* fully update all affected portions of the document, including
MD&A,
selected financial data, and quarterly financial data,
* updated Item 9A. and Item 4 disclosures should include the
following:
o a discussion of the restatement and the facts and circumstances
surrounding it,
o how the restatement impacted the CEO and CFO`s original
conclusions
regarding the effectiveness of your disclosure controls and
procedures,
o changes to internal controls over financial reporting, and
o anticipated changes to disclosure controls and procedures and/or
internal controls over financial reporting to prevent future
misstatements of a similar nature.
Refer to Items 307 and 308(c) of Regulation S-K.
* updated certifications.

*    *    *    *

      Please respond to these comments within 5 business days, or
tell us when you will provide us with a response.  Please provide
us
with a supplemental response letter that keys your responses to
our
comments and provides any requested supplemental information.
Detailed letters greatly facilitate our review.  Please file your
supplemental response on EDGAR as a correspondence file.  Please
understand that we may have additional comments after reviewing
your
responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  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 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 comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

		In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff
of
the Division of Corporation Finance in our review of your filing
or
in response to our comments on your filing.

	If you have any questions regarding these comments, please
direct them to Meagan Caldwell, Staff Accountant, at (202) 551-
3754
or, in her absence, to the undersigned at (202) 551-3255.

							Sincerely,

							Nili Shah
							Accounting Branch Chief
??

??

??

??

Robert E. Schjerven
Lennox International Inc.
February 24, 2006
Page 1

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

         DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 0510

      May 27, 2005

via U.S. mail and facsimile

Mr. Robert E. Schjerven
Chief Executive Officer, Lennox International Inc.
2140 Lake Park Blvd.
Richardson, TX  75080

	RE:	Form 10-K for the fiscal year ended December 31, 2004
			File No. 1-15149

Dear Mr. Schjerven:

      We have completed our review of your Form 10-K and related
filings and have no further comments at this time.

      If you have any further questions regarding our review of
your
filings, please direct them to Marie Trimeloni, Staff Accountant,
at
(202) 551-3734 or, in her absence, to the undersigned at (202)
551-
3769.

							Sincerely,

							Rufus Decker
							Accounting Branch Chief
??

??

??

??

Mr. J. Gordon Beittenmiller
March 25, 2005
Page 2 of 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510

         DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

corresp

LENNOX INTERNATIONAL INC.

2140 Lake Park Blvd.

Richardson, Texas 75080

April 29, 2005

    Memorandum

    for

    Securities and Exchange Commission

    450 Fifth Street, N.W.

    Washington, D.C. 20549

    Re:

    Lennox International Inc.

      This memorandum sets forth the responses of Lennox International Inc. to the comments provided
by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its
comment letter dated April 4, 2005 (the “Comment Letter”). For your convenience, we have repeated
each comment of the Staff in bold type face exactly as given in the Comment Letter and set forth
below such comment is our response.

Comment applicable to your overall filing

    1.
    Where a comment below requests additional disclosures or other revisions to be made, please
provide to us your intended disclosure. These revisions should be included in your future
filings.

    Response:

    We have included in this memorandum our intended disclosure with respect to each of the
Staff’s comments where additional disclosure is requested. These additional disclosures
will be included in our future filings.

Selected Financial Data, page 14

    2.
    Explain any unusual or non-recurring items that materially affect the comparability of the
information reflected in selected financial data. In this regard, include explanations of the
significant goodwill impairment that occurred in 2004 and the accounting change that occurred
in 2002. See Regulation S-K, Item 301 Instruction 2 for guidance.

    Response:

    The unusual or non-recurring items can be explained by referring to Footnote 2, Summary of
Significant Accounting Policies (Goodwill and Other Intangible Assets), Footnote 6,

1

    Divestitures and Acquisitions — Service Experts Discontinued Operations and Footnote 18,
Goodwill and Other Intangible Assets in our Annual Report for the year ended December 31,
2004.

    In future filings, we will refer the reader to the appropriate footnotes or we will add a
brief discussion if there are other factors that materially affect the comparability of the
data.

Management’s Discussion and Analysis, page 15

    3.
    It appears from Note 11 of your financial statements that the projected benefit obligation
for your pension plans is increasing and significantly exceeds the fair value of the plan
assets. In the event this condition is expected to lead to increases in your pension expense,
discuss this negative trend in management’s discussion and analysis in accordance with
Regulation S-K, Item 303(a)(3)(ii). See also Section II.H. of our March 4, 2005 Current
Accounting and Disclosure Issues in the Division of Corporation Finance, which is available on
our website, for other pension related disclosures that you should consider including in your
filing.

    Response:

    Management is aware that the financial statements include unfunded pension obligations.
These unfunded obligations have increased in recent years due to decreases in discount
rates, changes in assumptions and estimates and, in some cases, weak investment returns of
plan assets.

    Based on the above factors, LII pension expense has increased from $5.7 million in 2003 to
$10.0 million in 2004. We are projecting an additional $1-2 million expense in 2005 based
on the above factors, lower discount rate and return on assets assumptions of 5.75% and
8.25%, respectively. The annual pension expense is determined in accordance with the
actuarial and accounting requirements of SFAS No.87 and SFAS No.88 and cannot be finalized
until year-end. In future years beyond 2005, we expect pension expense to stabilize and then
decrease as contributions are made; assuming a constant 6% discount rate and an 8.25% return
on assets.

    LII expects to make both required and discretionary contributions to certain plans to
improve the funded status in future years. Due to the fluid nature of current pension
funding law, LII cannot currently determine the amount or timing of these contributions.
The cash flow required to fund the plans in accordance with minimum funding standards is not
expected to impact LII’s ability to operate.

    We will include additional disclosures in future filings, as applicable, and will refer to
the noted section of the SEC’s Current Accounting and Disclosure Issues for guidance.

2

Liquidity, Capital Resources and Off-Balance Sheet Arrangements, page 25

    4.
    With regard to the significant unfunded portion of your postretirement benefit plan, please
discuss management’s expectations with respect to future funding of this plan in the liquidity
section of your MD&A.

    Response:

    As noted above, management is aware that the financial statements include unfunded
postretirement benefit obligations that relate to its medical and life insurance benefits to
eligible employees.

    LII does not intend to prefund these obligations at this time. Benefits provided under these
plans have been and will continue to be paid as they arise. Employer contributions were
$2.6 million in 2003 and $2.1 million in 2004. Based on current information, we do not
expect a significant change in 2005 and future years. The cash flow required to pay the
benefits provided by these plans will not impact LII’s ability to operate.

    We have also included proposed disclosure language in Answer 3 above related to the future
funding of the Company’s Pension Plans.

    We will include additional disclosures in future filings, as applicable.

    5.
    Please revise your table of contractual obligations to include estimated interest payments on
your debt. Because the table is aimed at increasing transparency of cash flow, we believe
these payments should be included in the table. Please also disclose any assumptions you made
to derive these amounts.

    Response:

    In future filings, we will revise the table of contractual obligations to include estimated
interest payments on our debt along with the assumptions used. A revised table as of
December 31, 2004 would look as follows:

    1 year

    2-3

    4-5

    After

    Total

    or less

    Years

    Years

    5 Years

    Long-term debt and capital leases

    $
    304.5

    $
    36.4

    $
    27.7

    $
    205.3

    $
    35.1

    Estimated interest payments

    95.5

    22.4

    39.7

    28.1

    5.3

    Operating leases

    165.0

    43.8

    48.2

    18.8

    54.2

    Purchase obligations

    63.9

    63.9

    —

    —

    —

    Total contractual obligations

    $
    628.9

    $
    166.5

    $
    115.6

    $
    252.2

    $
    94.6

The table above assumes no pre-payment of fixed debt and our convertible notes are not
converted and are repaid in 2009. Please see Footnote 8, Long-Term Debt and Lines of Credit
of the accompanying Consolidated Financial Statements for additional information regarding
our debt obligations.

3

Financial Statements

Note 2 — Summary of Significant Accounting Policies, page 39

    6.
    Please disclose the types of expenses that you include in the cost of goods sold line item
and the types of expenses that you include in the selling, general and administrative expense
line item. In doing so, please disclose whether you include inbound freight charges,
purchasing and receiving costs, inspection costs, warehousing costs, internal transfer costs,
and the other costs of your distribution network in the cost of goods sold line item. With
the exception of warehousing costs, if you currently exclude a portion of these costs from
cost of goods sold, please disclose:

    •
    in a footnote the line items that these excluded costs are included in and the
amounts included in each line item for each period presented, and

    •
    in MD&A that your gross margins may not be comparable to those of other entities,
since some entities include all of the costs related to their distribution network in
cost of sales and others like you exclude a portion of them from gross margin,
including them instead in a line item, such as selling, general and administrative
expense.

Response:

The principal components of cost of goods sold in our manufacturing operations are component
costs, raw materials, factory overhead, labor and estimated costs of warranty expense. In
our Service Experts segment, the principal components of cost of goods sold are equipment,
parts and supplies and labor. These principal components of costs include inbound freight
charges, purchasing, receiving and inspection costs, internal transfer costs and warehousing
costs through the manufacturing process.

Selling, general and administrative expenses include (a) all other payroll and benefit
costs; (b) outbound freight, post-production warehousing and distribution costs; (c)
advertising; (d) general selling and administrative costs which include research and
development and information technology costs; and (e) other SG&A related costs such as
insurance, travel, non-production depreciation, rent, etc.

    •
    As disclosed in the “Shipping and Handling” section of Footnote 2 of the 10-K, page
42, our shipping and handling costs are
included as part of Selling, General and Administrative Expense in the accompanying
Consolidated Statements of Operations in the following amounts
(in millions) (we will clarify that shipping and handling costs relate to post-production activities):

    For the Years Ended December 31,

    2004

    2003

    2002

    $
    139.4

    $
    127.3

    $
    122.0

    •
    We will also include language in our MD&A that our gross margins may not be
comparable to those of other entities, since some entities include all of the costs
related to their distribution network in cost of sales, whereas we exclude a portion of
them from gross margin, including them instead in the selling, general and
administrative expense line item.

4

In future filings, we will include the proposed additional disclosure included in the first
two paragraphs above in our Footnote 2, Summary of Significant Accounting Policies, and will
clarify the existing “Shipping and Handling” note related to this topic.

    7.
    If you pay slotting fees, engage in cooperative advertising programs, have buydown programs,
or make other payments to resellers, please disclose your accounting policy for each of these
types of arrangements, including the statement of operations line item that each type of
arrangement is included in. For each expense line item that includes these types of
arrangements, please disclose the related amounts included in that line item. For each type
of arrangement treated as an expense rather than as a reduction of revenues, please tell us
how this type of arrangement meets the requirements in EITF 01-9. Please also discuss in MD&A
any significant estimates resulting from these arrangements.

    Response:

    We do engage in cooperative advertising, customer rebate, cash discount and other
miscellaneous programs that result in payments or credits being issued to its customers and
in future filings, we will disclose our accounting policy for these types of arrangements in
the revenue recognition policy note.

    Our accounting policy is to record the discounts and incentives as a reduction of sales,
with the exception of certain cooperative advertising expenditures that are charged to SG&A.
The amounts charged to SG&A were approximately $6 million, $6 million and $9 million in
2004, 2003 and 2002 respectively and are allowable under EITF 01-9 as they satisfy the
following two conditions:

    a.
    We receive, or will receive, an identifiable benefit (goods or
services) in exchange for the consideration. The identified benefit is
sufficiently separable from the customer’s purchase of our products such that we
could have entered into an exchange transaction with a party other than the
customer in order to receive the benefit; and

    b.
    We can reasonably estimate the fair value of the benefit identified
under condition (a) and the amount of consideration paid by us does not exceed the
estimated fair value of the benefit received.

We do not feel these arrangements result in any significant estimates for discussion in
MD&A. If, in the future, significant estimates result from these arrangements, we will
include in MD&A a discussion of such estimates.

Cash and Cash Equivalents, page 39

    8.
    You had restricted cash of $19.8 million as of December 31, 2004 and $28.6 million as of
December 31, 2003 due to outstanding letters of credit related to your captive

5

    insurance plan. Please disclose where these amounts are reflected on your balance sheet and
the specific nature and duration of the restrictions. If you are including your restricted
cash in your cash and cash equivalents, please also tell us how you reached the conclusion
that they qualified for this treatment. Refer to paragraphs 7 to 9 of SFAS 95, including
footnote 1.

    Response:

    The restricted cash is included in our cash and cash equivalents and the majority of the
restrictions relate to the letters of credit secured by cash in our captive insurance plan.
The restrictions last until December 30, 2005. We believe including our restricted cash in
cash and cash equivalents is appropriate because:

    a.
    The cash is readily convertible to known amounts of cash — the letter
of credit restrictions can be transferred to our revolving lines of credit as
needed.

    b.
    The underlying cash balances are invested in short-term liquid
investments with maturities of 3 months or less.

Inventories, page 40

    9.
    Please disclose the types of inventory that you use each inventory method for. Please
disclose whether you use both methods for any similar types of inventory. If so, please
disclose your basis for doing this as well. In a portion of these instances, this may be due
to the LIFO method being used for similar types of inventory in countries that permit the LIFO
method and the FIFO method may be used in countries that do not permit the use of the LIFO
method. If this is the case for some of your inventory, please also disclose the foreign
countries with similar inventory categories that you use the FIFO method in.

    Response:

    We elected to use the LIFO inventory valuation method for our domestic manufacturing
companies in 1974 during the era of high U.S. inflation and continued to elect the LIFO
method for new operations through the late 1980’s. This allowed for better matching of
current costs with current revenues and provided an improved measure of gross profit. The
types of inventory include raw materials, purchased components, work-in-process, repair
parts and finished goods.

    Starting in the late 1990’s, we began adopting the FIFO inventory valuation method for all
new domestic manufacturing operations (primarily acquisitions) as the high inflation rate
dissipated. Companies with a previous LIFO election continue to use LIFO accounting due to
the significant tax implications associated with changing accounting methods.

    We also use the FIFO inventory method for all our foreign-based manufacturing facilities, as
well as our retail Service Experts business. Service Experts inventory is limited to
service parts and finished goods.

6

    We will include additional disclosures in future filings, as applicable.

Note 6 — Divestitures and Acquisitions

Service Experts Discontinued Operations, page 48

    10.
    We note the disclosure on page 49 that cash proceeds from the sale of these centers and
related tax effects are expected to more than offset the cash expenses of divestiture.
Disclose how many of the 48 service centers have been sold and the amount of the related
proceeds. Also, disclose the expected proceeds from the remaining service centers.

    Response:

    We will revise the disclosure to clarify that all 48 service centers were divested as of t

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 0510

      April 4, 2005

Via U.S. mail and facsimile

Mr. Robert E. Schjerven
Chief Executive Officer, Lennox International Inc.
2140 Lake Park Blvd.
Richardson, TX  75080

	RE:	Form 10-K for the fiscal year ended December 31, 2004
			File No. 1-15149

Dear Mr. Schjerven:

		We have reviewed this filing 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.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental 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 review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
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, 2004

Comment applicable to your overall filing

1. Where a comment below requests additional disclosures or other
revisions to be made, please provide to us your intended
disclosure.
These revisions should be included in your future filings.

Selected Financial Data, page 14

2. Explain any unusual or non-recurring items that materially
affect
the comparability of the information reflected in selected
financial
data.  In this regard, include explanations of the significant
goodwill impairment that occurred in 2004 and the accounting
change
that occurred in 2002.  See Regulation S-K, Item 301 Instruction 2
for guidance.

Management`s Discussion and Analysis, page 15

3. It appears from Note 11 of your financial statements that the
projected benefit obligation for your pension plans is increasing
and
significantly exceeds the fair value of the plan assets.  In the
event this condition is expected to lead to increases in your
pension
expense, discuss this negative trend in management`s discussion
and
analysis in accordance with Regulation S-K, Item 303(a)(3)(ii).
See
also Section II.H. of our March 4, 2005 Current Accounting and
Disclosure Issues in the Division of Corporation Finance, which is
available on our website, for other pension related disclosures
that
you should consider including in your filing.

Liquidity, Capital Resources and Off-Balance Sheet Arrangements,
page
25

4. With regard to the significant unfunded portion of your
postretirement benefit plan, please discuss management`s
expectations
with respect to future funding of this plan in the liquidity
section
of your MD&A.

5. Please revise your table of contractual obligations to include
estimated interest payments on your debt.  Because the table is
aimed
at increasing transparency of cash flow, we believe these payments
should be included in the table.  Please also disclose any
assumptions you made to derive these amounts.

Financial Statements

Note 2 - Summary of Significant Accounting Policies, page 39

6. Please disclose the types of expenses that you include in the
cost
of goods sold line item and the types of expenses that you include
in
the selling, general and administrative expense line item.  In
doing
so, please disclose whether you include inbound freight charges,
purchasing and receiving costs, inspection costs, warehousing
costs,
internal transfer costs, and the other costs of your distribution
network in the cost of goods sold line item.  With the exception
of
warehousing costs, if you currently exclude a portion of these
costs
from cost of goods sold, please disclose:
* in a footnote the line items that these excluded costs are
included
in and the amounts included in each line item for each period
presented, and
* in MD&A that your gross margins may not be comparable to those
of
other entities, since some entities include all of the costs
related
to their distribution network in cost of sales and others like you
exclude a portion of them from gross margin, including them
instead
in a line item, such as selling, general and administrative
expense.

7. If you pay slotting fees, engage in cooperative advertising
programs, have buydown programs, or make other payments to
resellers,
please disclose your accounting policy for each of these types of
arrangements, including the statement of operations line item that
each type of arrangement is included in.  For each expense line
item
that includes these types of arrangements, please disclose the
related amounts included in that line item.  For each type of
arrangement treated as an expense rather than as a reduction of
revenues, please tell us how this type of arrangement meets the
requirements in EITF 01-9.  Please also discuss in MD&A any
significant estimates resulting from these arrangements.

Cash and Cash Equivalents, page 39

8. You had restricted cash of $19.8 million as of December 31,
2004
and $28.6 million as of December 31, 2003 due to outstanding
letters
of credit related to your captive insurance plan.  Please disclose
where these amounts are reflected on your balance sheet and the
specific nature and duration of the restrictions.  If you are
including your restricted cash in your cash and cash equivalents,
please also tell us how you reached the conclusion that they
qualified for this treatment.  Refer to paragraphs 7 to 9 of SFAS
95,
including footnote 1.

Inventories, page 40

9. Please disclose the types of inventory that you use each
inventory
method for.  Please disclose whether you use both methods for any
similar types of inventory.  If so, please disclose your basis for
doing this as well.  In a portion of these instances, this may be
due
to the LIFO method being used for similar types of inventory in
countries that permit the LIFO method and the FIFO method may be
used
in countries that do not permit the use of the LIFO method.  If
this
is the case for some of your inventory, please also disclose the
foreign countries with similar inventory categories that you use
the
FIFO method in.

Note 6 - Divestitures and Acquisitions
Service Experts Discontinued Operations, page 48

10. We note the disclosure on page 49 that cash proceeds from the
sale of these centers and related tax effects are expected to more
than offset the cash expenses of divestiture.  Disclose how many
of
the 48 service centers have been sold and the amount of the
related
proceeds.  Also, disclose the expected proceeds from the remaining
service centers.

Note 13 - Commitments and Contingencies
Operating Leases, page 65

11. Please disclose how you account for (a) step rent provisions
and
escalation clauses and (b) capital improvement funding and other
lease concessions, which may be present in your leases. Paragraph
5.n. of SFAS 13, as amended by SFAS 29, discusses how lease
payments
that depend on an existing index or rate, such as the consumer
price
index or the prime interest rate, should also be included 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 SFAS
13
and FTB 88-1.

Note 14 - Earnings Per Share, page 65

12. Specifically state the number of potentially dilutive shares
for
2004 that would have resulted from conversion of the Notes.  See
paragraph 40c of SFAS 128.  Also, include a reference to the Notes
in
your caption to the reconciling item in the denominator of your
calculation of diluted earnings per share.  Please also disclose
the
number of shares issuable upon conversion of the Notes that were
not
included because they were anti-dilutive in each period presented.

Note 15 - Quarterly Financial Information, page 66

13. Explain any unusual or non-recurring items that materially
affect
the comparability of the information reflected in selected
quarterly
financial data.  For example, explain the significant net loss
that
occurred in the first quarter of 2004.  See Regulation S-K, Item
302(a)(3) for guidance.

Exhibit 12.1 - Computation of Ratio of Earnings to Fixed Charges

14. Please disclose the dollar amount of the deficiency for 2004
pursuant Regulation S-K, Item 503(d).

*    *    *    *

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

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  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 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 comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      If you have any questions regarding these comments, please
direct them to Marie Trimeloni, Staff Accountant, at (202) 942-
1860
or, in her absence, to the undersigned at (202) 942-1774.

							Sincerely,

							Rufus Decker
							Accounting Branch Chief

??

??

??

??

Mr. Robert E. Schjerven
April 4, 2005
Page 5 of 5

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510

         DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>