SecProbe.io

February 20, 2018
Mail Stop 4631

Via E -mail
Mr. Steven F. Nicola
Chief Financial Officer
Matthews International Corp oration
Two Northshore Center
Pittsburgh, PA. 15212

Re: Matthews International Corp oration
 Form 10 -K for Fiscal Year Ended September 30, 2017
Filed November 21 , 2017
Form 8 -K filed on January 26, 2018
File No. 0-09115

Dear Mr. Nicola :

We have limited our review to only your financial statements and related disclosures 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 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 the information you provide in response to these comments, we may
have additional comments.

Form 10 -K for th e fiscal year  ended September 30, 2017

Management’s Discussion and Analysis of Financial Condition and Results of Operations ,
page21
Results of operations, page 21

1. Please quantify the impact of factors materially impacting  revenue, gross profit and
operating profit for each period presented at the consolidated level and the segment level.
Please also explain the underlying reasons for these changes.  Examples of area s where
expanded disclosures are warranted  include, but are not limited to, the following:

 Quantify the  impact acquisitions had on revenues, gross profit and operating
profit for all periods presented;
 For your SGK Brand Solutions segment 2017 sales, quantify the growth in the
U.K and Asia Pacific markets and the slower brand market conditions in the

Mr. Nicola
Matthews International Corp oration
February 20, 2018
Page 2

 U.S and Europe and address the underlying reasons for these changes.
Similarly quantify and discuss the u nderlying reasons for changes in your
Memorialization and Industrial Technologies segments’ revenues;
 Quantify the  benefits of productivity initiatives and realization of acquisition
related synergies, as well as the unfavorable changes in foreign currenc y
values against the U.S dollar and the slower market conditions in North
America and Europe for the SGK Brand Solutions on overall gross profit for
the year ended September 30, 2017 when compared to fiscal year 2016; and
 Identify the nature of the acquisi tion integration costs and other charges in
each period presented.  Specify which acquisitions are being integrated in
each period presented and explain how you identify integration activities.
Ensure you identify material underlying cost components in ea ch period.

Please refer to Items 303(a)(3)(i), 303(a)(3)(iii), and 303(a)(3)(iv) of Regulation S -X and
Section 501.12.b.3 of the Financial Reporting Codification for guidance .

2. Please identify the nature of your  cost reduction  initiatives.  Ensure yo u sep arately
discuss each material initiative and its related status.   If these initiatives represent exit or
disposal activities referred to in  ASC 420 , please provide the disclosures required by
SAB  Topic  5:P.4.

3.   We note your discussion and analysis of the changes in your income tax on page 23.
Please expand your disclosures to provide a more robust analysis around the material
items impacting your effective tax rate including the underlying facts and circumstances
that drove those changes an d whether you expect such changes to continue in the future. .
With reference to Note 14, please :

 Explain the material factors  impacting the Other line item that positively
impacted your effective tax rate by 4.2 % in 2017 and only 0.4% in 2016; and
 Explain the 7.2% decrease to your effective tax rate in 2017 compared to the
3.5% decrease to your effective tax rate in 2016  from foreign taxes less than
federal statutory rate in light of the fact that the proportion of income before
income taxes for you r international operations decreased in 2017when
compared to 2016  . To the extent material factors in your foreign operations
including changes in your jurisdictional mix of income impacted your effective
tax rate, please explain..

Please refer to Item 303(a)(3) of Regulation S -K and Section s 501.12 .b.3 and 501.12.b.4.
of the Financial Reporting Codification for guidance.

Liquidity and Capital Resources, page 24

4. You indicate on page 25 that the domestic credit facility requires you to maintain certain
leverage and interest coverage ratios.  Please disclose whether you were in compliance
with these ratios as of the latest balance sheet presented.  T o the extent future non -

Mr. Nicola
Matthews International Corp oration
February 20, 2018
Page 3

 compliance of any debt covenant is reasonably likely, please disclose and discuss t he
specific terms of any such covenants, as well as the terms of your most significant and
restrictive covenants. Your disclosures should include actual ratios/amounts for each
period and the most restrictive required ratios/amounts. Please show the specif ic
computations used to arrive at the actual 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.

5. We note that your discussion of cash flows from operations refers, in part, to decreases in
working capital items for 2017 and 2016 and an increase in working capital items for
2015 with no additional insight into significant changes and trends in your wor king
capital accounts.  For instance, it appears that your accounts receivable balance has
increased at a faster rate than your sales.  With reference to the typical terms of your
accounts receivable and the trends depicted by your days sales outstanding, please
address the need to expand your disclosures to address changes in dales sales outstanding
and the related impact of such changes on your cash flows from operations.

Note 2. Summary of Significant Accounting Policies, page 44

6. We note your referen ce to cost reduction initiatives in Management’s Discussion and
Analysis.  If these initiatives represent exit or disposal activities referred to in ASC 420,
please provide your accounting for the related costs and obligations as well as the
disclosures re quired by ASC 420 -10-50.

Note 18. Segment Information, page 69

7. In light of the various products and services offered in each of your reportable segments
as disclosed  in your Business section beginning on page 2, please revise to disclose
revenues from external customers for each product and service or each group of s imilar
products and services in accordance with ASC  280-10-50-40. Pease tell us you
consideration for separately disclosing revenues from products and services separately.
Refer to Rule 5 -03(1) of Regulation S -X.

Form 8 -K dated January 26, 2018
Exhibit 99 .1
Non-GAAP Measures – General

8. We note that you adjust for acquisition -related items in arriving at your various Non
GAAP measures.  Please tell us and expand your disclosure to address the underlying
nature and material cos t components of this adjustment . Please explain how you
concluded that these expenses are not normal, recurring, cash operating expenses
necessary to operate your business. See Question 100.01 of the updated Compliance and
Disclosure Interpretations issued on May 17, 2016.

Mr. Nicola
Matthews International Corp oration
February 20, 2018
Page 4

 Reconciliati on of Non -GAAP Financial Information – Earnings per share, page 6

9. Please disclose the tax effect of your non -GAAP adjustments as a separate reconciling
item and address how the tax effect was calculated . Refer to Question 102.11 of the
updated Compliance and Disclosure Interpretations issued on May 17, 2016.

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.

You may contact Ameen Hamady , Staff Accountant, at (202) 551 -3891, or in his
absence,   Jeanne Baker , at (202) 551 -3691  or me at (202) 551 -3355 , if you have questions
regarding comments on the financial statements and related matters.

Sincerely,

 /s/ Terence O ’Brien

Terence O’ Brien
Accounting Branch Chief
Office of Manufacturing and
Construction