SecProbe.io

CORRESP
1
filename1.htm

    Unassociated Document

    November
10, 2010

                  Via
  Edgar

    Mr. John
Reynolds

    Assistant
Director

    United
States Securities and Exchange Commission

    450th Fifth
Street

    Washington,
DC 20549-0405

              Re:

              Schweitzer-Mauduit
      International, Inc.

                Comment
      Letter Dated October 28, 2010

              Schedule
      14A

              Filed
      March 8, 2010

    Dear Mr.
Reynolds:

    In
response to your most recent letter dated October 28, 2010 please find below our
explanations as requested.  The Company's
responses to the Commission's comments follow in the same order set forth in
your October 28, 2010 letter.

    1.
We note your responses to prior comments three and four from our letter dated
September 21, 2010. In your response to comment four you state that you “will
revise [y]our future disclosures to disclose the award earn-out deemed most
probable as of the Grant Date for all years of an award cycle calculated in
accordance with FASB ASC Topic 718 in both Column (e) of the Summary
Compensation Table and Column (l) of the Grants of Plan Based Awards table, as
set forth in the pro-forma tables attached…”  In footnote (1) to the
proposed tables, you describe the reported amount as an “estimate of the award
value deemed most probable to be earned in the 2009-2010 award cycle calculated
in accordance with FASB ASC Topic 718….” We are unclear whether your measurement
agrees with the measurement in Instruction 3 to Item 402 (c)(2)(v) and (vi)
which says a registrant should report the value of an award at the grant date
based upon the probable outcome of performance conditions. Please explain or
revise.

    Response
1:

              1.

              In
      the interest of clarity, if it is acceptable to the Commission, we would
      propose revising the footnote in question to read:  "Amounts for
      the Restricted Stock Plan Performance Share award for the 2009-2010 award
      cycle are estimated values at the grant date of February 12, 2009, when
      the stock price was $18.57, based upon the probable outcome of the
      performance conditions.  The amounts are calculated in accordance
      with FASB ASC Topic 718 excluding the effect of expected
      forfeitures.  The probable outcome . . .
  ."

    2.
We note the large differences between the value of the stock awards in your most
recent proposed Grants of Plan Based Awards table and the prior values included
in the Schedule 14A and the September 10, 2010 response
letter.  Please explain the reasons for the differences in these
amounts.

    Response
2:

    As a
result of the exchange of comments with the Securities and Exchange Commission,
we developed a better understanding of the basis of the presentation that was
required in both the Summary Compensation table and the Grants of Plan Based
Awards table applicable to our situation in 2009, where an equity award was both
granted and earned in part in the same year.  The different values are
driven by differences in (i) statement of Grant Date estimated values versus
actual 2009 results or differences between the estimated outcome under the
performance conditions as of the Grant Date versus the actual outcome; and (ii)
whether or not only 2009 or 2009 and 2010 values were included in the value of
stock awards.  We provide the table below as a presentation of these
factors, indicated in italics, which drive the differences in values reported as
between the three documents.

                  Disclosure

                  Summary
      Compensation Table Column (e)

                  Grants
      of Plan Based Awards Table Column (l)

                  Schedule
      14A

                  The
      dollar value of stock awards reported included  the amount of
      only the award actually
      earned in year one (2009) under a two year (2009-2010) award
      opportunity granted in February 12, 2009 (Grant Date) under our Restricted
      Stock Plan. The number
      of shares actually awarded and banked were valued at the
      $18.57/share Grant Date value.  See 10/5/2010 Letter, responses 3 and
      4.

                  The
      number of shares earned
      and that was reported was in the range between Outstanding and Maximum
      performance of the performance conditions. The actual performance,
      which was the value reported, exceeded the Target level
      performance that was deemed most probable as of the February 12, 2009
      Grant Date.

                  The
      potential share award amounts reported reflect only the second year (2010)
      opportunity under the two year (2009-2010) award granted on
      February 12, 2009, as the first year (2009) award was earned and reported
      in Column (e) of the Summary Compensation Table. See 10/5/2010 Letter, response nos. 3 and
      4

                    September
      10, 2010 Response

                    The
      dollar value of stock awards reported included  the amount of
      only the award actually
      earned in year one (2009) under a two year (2009-2010) award
      opportunity granted in February 12, 2009 (Grant Date) under our Restricted
      Stock Plan. The number of shares actually awarded and banked were valued
      at the $18.57/share Grant Date value.  See, 9/10/2010 Letter, footnote 1(e) to
      proforma Summary Compensation table.  The dollar value
      was calculated based on actual performance achievements which were
      between the Outstanding and Maximum range.

                    The
      potential number of
      shares that could be earned over the entire two-year award cycle is
      reflected in columns (f) – (h), stated separately for each year, at three
      award opportunity levels (Threshold, Target and
      Maximum).  Column (l) reflects the dollar value of the award opportunity for each of
      years 2009, 2010 and in total at the Maximum award level and the
      Grant Date stock value of $18.57/share.

                    October
      5, 2010 Response

                    The
      dollar value of the projected award opportunity reported in Column (e)
      was  the February 12, 2009 Grant Date projected award earn-out
      value based upon the probable outcome of
      the  performance conditions as of the Grant Date for two years
      (2009-2010), which was estimated as  performance at the Target
      level.

                    The
      dollar value of the projected award opportunity reported in Column (l)
      was  the February 12, 2009 Grant Date projected award earn-out
      value based upon the probable outcome of
      the  performance conditions as of the Grant Date for two years
      (2009-2010), which was estimated as  performance at the Target
      level.

    We are
hopeful that this letter resolves the Staff’s concerns with regard to these
comments.  If it does not, we would appreciate the opportunity to
discuss the comments with you. Please call me at (770) 569-4278 to arrange a
mutually convenient time to discuss the Company’s response or any additional
questions that the Commission may have.

    Sincerely,

    /s/ John W. Rumely, Jr.

    John W.
Rumely, Jr.

    Secretary
and General Counsel