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CORRESP

 Verso Corporation

 8540 Gander Creek
Drive

 Miamisburg, OH 45342

T 877 855 7243

 F 937 242 9328

W www.versoco.com

 May 3, 2021

 VIA EDGAR

 Eiko Yaoita Pyles, Staff Accountant

 Jean Yu, Assistant
Chief Accountant

 Division of Corporation Finance

 Office of
Manufacturing

 US Securities and Exchange Commission

 100 F
Street, NE

 Washington, DC 20549

Re:
 Verso Corporation

Form 10-K for the Fiscal Year Ended December 31, 2020

Filed March 1, 2021

File
No. 001-34056

 Dear
Ms. Pyles and Ms. Yu:

 Verso Corporation (the “Company”) hereby submits this letter in response to comments
received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated April 20, 2021, with respect to the Company’s Form 10-K for the fiscal year ended December 31, 2020, File No. 001-34056, filed with the Commission on March 1, 2021 (“Form 10-K”).

 For your convenience, the text of each of the Staff’s comments is reproduced in
bold-face type below, followed by the Company’s responses. Terms not otherwise defined in this letter shall have the meanings set forth in the Form 10-K.

Form 10-K for the Fiscal Year Ended December 31, 2020

Note 1. Summary of Business and Basis of Presentation

Correction of previously reported amounts, page 56

1.
 We note that you corrected errors related to fiscal year 2019 consolidated financial statements within your
current Form 10-K. You disclose the adjustments to correct deferred tax assets were not material to your previously issued consolidated financial statements based on your evaluation of both quantitative and
qualitative factors. In this regard, please provide us with your materiality assessment which includes the considerations outlined in SAB Topic 1M as the adjustments to income tax benefit and net income for fiscal year 2019 appear to be
quantitatively material.

 Response:

The Company respectfully advises the Staff that as stated in the Form 10-K, the Company does not
believe the adjustments to correct deferred tax assets were material for fiscal 2019 or 2020. Subsequent to the original issuance of the Company’s 2019 Consolidated Financial Statements, the Company identified two adjustments necessary to
correct deferred tax

assets associated with property, plant and equipment and pension benefit obligation on the Consolidated Balance Sheet as of December 31, 2019 and income tax expense (benefit) on the
Consolidated Statement of Operations for the year ended December 31, 2019. The Company’s materiality assessment included the considerations outlined in Staff Accounting Bulletin (“SAB”) Topic 1M (“Topic 1M”). SAB Topic
1M, referencing the fundamental materiality test set forth by the U.S. Supreme Court in interpreting the federal securities laws, states that a matter is “material” if there is a substantial likelihood that it would have been viewed by the
reasonable investor as having significantly altered the “total mix” of information made available. The following summarizes the Company’s quantitative and qualitative considerations including the considerations outlined in SAB Topic
1M.

 Quantitative Assessment

The following tables present the impact of the adjustments to correct deferred tax assets as of and for the year ended December 31, 2019:

 Consolidated Statement of Operations –

December 31, 2019

(Dollars in millions, except per share amounts)

         As Reported

As Corrected

% Difference

 Income tax benefit

$
(117
)

$
(91
)

(22.2)%

 Net income

96

70

(27.1)%

 Income per common share:

 Basic

$
        2.78

$
2.03

(27.3)%

 Diluted

2.74

2.00

(27.4)%

 Consolidated Balance Sheet –

December 31, 2019

(Dollars in millions)

      As Reported

As Corrected

% Difference

 Deferred tax assets

$
118

$
92

(22.0)%

 Total assets

    1,721

1,695

(1.5)%

 Retained earnings

198

172

(13.1)%

 Total equity

1,013

987

(2.6)%

 Total liabilities and equity

1,721

1,695

(1.5)%

 Statement of Cash Flows –

December 31, 2019

(Dollars in millions)

        As Reported

As Corrected

% Difference

 Net income

$
            96

$
70

(27.1)%

 Deferred taxes

(117
)

(91
)

(22.2)%

 The Company assessed the quantitative impact of the adjustments on the Company’s Consolidated Statement
of Operations, Balance Sheet and Statement of Cash Flows. According to SAB Topic 1M, “…the use of a percentage as a numerical threshold, such as 5%, may provide the basis for a preliminary assumption that – without considering all
relevant circumstances – a deviation of less than the specified percentage with respect to a particular item on the registrant’s financial statements is unlikely to be material.” This “rule of thumb” can be used as an
initial step in assessing materiality. “But quantifying, in percentage terms, the magnitude of a misstatement is only the beginning of an analysis of materiality; it cannot appropriately be used as a substitute for a full analysis of all
relevant considerations.”

 2

 In assessing the quantitative impact of the correction to deferred tax assets, the Company
noted that:

•

 The adjustments were less than 5% of total assets, total liabilities, and stockholders’ equity as of
December 31, 2019;

•

 The adjustments had no impact on cash taxes, cash from operating activities, pension funding, or other changes in
cash for the year ended December 31, 2019; and

•

 The adjustments did not impact the Company’s revenues or Adjusted EBITDA for the year ended
December 31, 2019.

 Although the adjustments were greater than 5% of income tax benefit, net income, and earnings
per common share for the year ended December 31, 2019 and impacted deferred taxes and retained earnings by more than 5% as of December 31, 2019, the Company believes the key financial metrics related to the Company are revenues, adjusted
EBITDA, capital expenditures, cash taxes, pension funding and other measures underlying its debt covenants. This misstatement did not affect any of these measures. The Company then conducted a qualitative assessment of the adjustment to deferred tax
assets.

 Qualitative Assessment

SAB Topic 1M states that, “Magnitude by itself, without regard to the nature of the item and the circumstances in which the judgment has
to be made, will not generally be a sufficient basis for a materiality judgment.”

 The items below represent qualitative factors from
SAB Topic 1M that the Company considered when evaluating the misstatements.

 SAB Topic 1M Guidance

Company’s Analysis

 “whether the
misstatement arises from an item capable of precise measurement or whether it arises from an estimate and, if so,

 the degree of imprecision inherent in the
estimate”

The misstatements identified arose from an item capable of precise measurement.

 3

 SAB Topic 1M Guidance

Company’s Analysis

“whether the misstatement masks a change in earnings or other trends”

 The misstatements did not mask a change in revenue
or other trends. Revenue was not impacted by the misstatements and while net income did decline by 27% as a result of the misstatements, as discussed throughout this response, net income is not a key metric for the Company’s stockholders,
lenders and analysts.

“whether the misstatement hides a failure to meet analysts’ consensus expectations for the
enterprise”

 The misstatements did not hide a failure to meet
analysts’ expectations. The Company’s analysts have focused on revenues, cash flows, liquidity, adjusted EBITDA and capital expenditures.

 “whether the
misstatement changes a loss into income or vice versa”

 The misstatements did not change a loss into
income or vice versa.

“whether the misstatement concerns a segment or other portion of the registrant’s business that has
been identified as playing a significant role in the registrant’s operations or profitability”

 The misstatements did not relate to a separate
segment or other portion of the Company’s business that has been identified as playing a significant role in the Company’s operations or profitability. The Company has only one reportable segment.

“whether the misstatement affects the registrant’s compliance with regulatory requirements”

 The misstatements did not affect compliance with
regulatory requirements. Additionally, cash taxes paid by the Company were correct for the respective periods.

“whether the misstatement affects the registrant’s compliance with loan covenants or other
contractual requirements”

 The misstatements did not affect the
Company’s compliance with loan covenants or other contractual requirements. The misstatements did not impact Adjusted EBITDA, a component of the Company’s loan covenants.

“whether the misstatement has the effect of increasing management’s compensation—for example, by
satisfying requirements for the award of bonuses or other forms of incentive compensation”

The misstatements did not increase management’s compensation through bonuses or other forms of incentive compensation. The misstatements
did not impact Adjusted EBITDA and management compensation is based on Adjusted EBITDA targets.

 4

 SAB Topic 1M Guidance

Company’s Analysis

 “whether the misstatement involves concealment
of an unlawful transaction.”

 The misstatements were unintentional and did not involve the concealment of an
unlawful transaction.

“Among other factors, the demonstrated volatility of the price of a registrant’s securities in
response to certain types of disclosures may provide guidance as to whether investors regard quantitatively small misstatements as material. Consideration of potential market reaction to disclosure of a misstatement is by itself ‘too blunt an
instrument to be depended on’ in considering whether a fact is material. When, however, management or the independent auditor expects (based, for example, on a pattern of market performance) that a known misstatement may result in a significant
positive or negative market reaction, that expected reaction should be taken into account when considering whether a misstatement is material.”

The Company did not believe that the effects of the misstatements changed how the users of its financial statements evaluate the credit
worthiness or financial strength of the Company, compliance with required obligations under the Company’s lending agreements, or that a reasonable person would consider the misstatements important or material. Further, there is no history or
expectation of correlation or volatility of the Company’s stock price associated with the reporting of income tax expense and deferred tax assets, as the Company’s stockholders, lenders and analysts have focused on revenues, cash flows,
liquidity, adjusted EBITDA and capital expenditures. In our initial analysis, we did not believe this restatement would be considered by our investors to be material. While we did not consider the following in our initial analysis, we believe the
trends in our share price when the immaterial restatement was first reported evidences that investors and analysts did not consider this material. The Company’s stock price in the 5 trading days following the Q3 Form 10-Q filing on November 12, 2020 (when first reported) trended upward from $9.05 on November 12, 2020 to $10.31 on November 18, 2020. The Company’s stock price in the 5 trading days following the
2020 Form 10-K filing on March 1, 2021 trended upward from $12.45 on March 1, 2021 to $13.23 on March 5, 2021.

 5

SAB Topic 1M Guidance

Company’s Analysis

 “The
materiality of a misstatement may turn on where it appears in the financial statements. For example, a misstatement may involve a segment of the registrant’s operations. In that instance, in assessing materiality of a misstatement to the
financial statements taken as a whole, registrants and their auditors should consider not only the size of the misstatement but also the significance of the segment information to the financial statements taken as a whole. A misstatement of the
revenue and operating profit of a relatively small segment that is represented by management to be

 important to the future profitability of the entity is
more likely to be material to investors than a misstatement in a segment that management has not identified as especially important.”

As the Company operates as a single segment for reporting purposes, the misstatements at the consolidated level related to the Company’s
consolidated financial statements.

 Based on this assessment and consideration of the factors above, the Company did not believe that the
misstatements were qualitatively material. Among other considerations, as noted above, the misstatements were unintentional, did not mask any change in earnings and other trends and management and other employees received no benefit, such as an
increase in incentive compensation.

 Conclusion on Materiality Assessment

SAB Topic 1M notes that materiality concerns the significance of an item to users of a registrant’s financial statements and a matter is
“material” if there is a substantial likelihood that a reasonable person would consider it important. In its Concepts Statement 2, Qualitative Characteristics of Accounting Information, the Financial Accounting Standards Board stated the
essence of the concept of materiality as follows:

 “The omission or misstatement of an item in a financial report is material if, in
the light of surrounding circumstances, the magnitude of the item is such that it is probable that the judgment of a reasonable person relying upon the report would have been changed or influenced by the inclusion or correction of the item.”

 6

 After performing the quantitative and qualitative materiality assessments above, the Company
did not believe the errors were material as a reasonable investor would not view the errors as having significantly altered the “total mix” of information available, and correction of the errors would not have changed how the users of the
Company’s financial statements (investors, lenders and financial analysts) evaluate the credit worthiness or financial strength of the Company and compliance with the Company’s required obligations under lending agreements.

Note 15. Income taxes, page 73

2.
 We note that you reversed your deferred tax valuation allowance in fiscal 2019 after considering the
existence of recent cumulative income from continuing operations as a source of positive evidence. We also note that you regularly review deferred tax assets for recoverability based upon an analysis of all positive and negative evidence, including
expected future book income based on historical data and the expected timing of the reversals of existing temporary differences. Please provide additional detail that supports your decision to reverse the valuation allowance in fiscal 2019,
including the nature of the positive and negative evidence, as well as assumptions used in your analysis. Also, provide similar information that supports your determination of the deferred tax valuation allowance at December 31, 2020.

 Response:

As noted in the Form 10-K, the Company regularly evaluates the need for an income tax valuation
allowance for deferred tax assets by assessing whether it is more likely than not that it will realize the deferred tax assets. This evaluation includes a thorough assessment of both positive and negative evidence including recent cumulative
income/(loss) from continuing operations (typically a three-year period).

 Release of Valuation Allowance in Fiscal 2019

As of December 31, 2018, the Company had a three-year cumulative loss of $79 million, so it was appropriate to maintain a valuation
allowance based on this strong negative evidence.

 For the year ended December 31, 2019, the Company released the income tax
valuation allowance on all federal deferred tax assets and certain state tax credits based on the significant positive evidence that supported this adjustment. The C