SecProbe.io

<DOCUMENT>
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<TEXT>
 March 11, 2025

Steven F. Nicola
Chief Financial Officer
Matthews International Corp
Two Northshore Center
Pittsburgh, PA 15212-5851

 Re: Matthews International Corp
 Form 10-K for the Fiscal Year Ended September 30, 2024
 File No. 000-09115
Dear Steven F. Nicola:

 We have completed our review of your filings. 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 Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
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Document

March 6, 2025

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing and Construction

100 F Street, N.E.

Washington, D.C. 20549

Attention: Claire Erlanger and Kevin Woody

Re:        Matthews International Corporation

Form 10-K for the Fiscal Year Ended September 30, 2024

Form 8-K furnished February 7, 2025

File No. 000-09115

Ladies and Gentlemen:

Matthews International Corporation (“Matthews” or the “Company”) is in receipt of the comments of the staff (the “Staff”) of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the “SEC”) set forth in its letter, dated February 24, 2025, with respect to the above-referenced Annual Report on Form 10-K for the Fiscal Year ended September 30, 2024 (the “Form 10-K”) and the above-referenced Current Report on Form 8-K furnished on February 7, 2025 (the “Form 8-K”).

For the Staff's convenience, the text of the Staff's comments are set forth below, followed by the Company's responses. All terms used but not defined herein have the meanings assigned to such terms in the Form 10-K and Form 8-K, as applicable. Page references in the text of our responses correspond to page numbers in the Form 10-K and Form 8-K, as applicable.

Form 10-K for the Fiscal Year Ended September 30, 2024

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations, page 24

SEC Comment No. 1:

We note your presentation at the beginning of your Results of Operations section of MD&A which includes disclosure of revenue and adjusted EBITDA by segment.  We also note that this disclosure includes a consolidated Adjusted EBITDA measure, which is considered a non-GAAP financial measure when presented within MD&A. Please revise your disclosure to ensure that you present the most directly comparable GAAP measure, which would be net income, prior to the presentation of consolidated Adjusted EBITDA, a non-GAAP financial measure.  See Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10(a) of the SEC’s Compliance and Disclosure Interpretations on Non-GAAP Financial Measures.

Response:

In accordance with Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10(a) of the SEC’s Compliance and Disclosure Interpretations on Non-GAAP Financial Measures, it is the Company’s intent to consistently provide comparable GAAP financial measures with equal or greater prominence whenever non-GAAP financial measures are disclosed within its periodic filings with the SEC.

In past filings, the Company has included in its Management’s Discussion and Analysis (“MD&A”) a tabular disclosure to present adjusted earnings before interest, income taxes, depreciation and amortization (“EBITDA”) for each reportable segment, as well as Corporate and Non-Operating adjusted EBITDA amounts, and a corresponding summation and presentation of Total adjusted EBITDA. Such disclosures also include a footnote to indicate that Total adjusted EBITDA is a non-GAAP financial measure, and provides reference to a subsequent section of the document which discusses non-GAAP financial measures, and provides a reconciliation of such amounts to the corresponding GAAP amounts.

In future filings, the Company will revise its disclosures to present the most directly comparable GAAP measure (i.e., net income) in the text immediately preceding the tabular disclosure of its MD&A to ensure equal or greater prominence as compared to the non-GAAP financial measure of Total adjusted EBITDA.

Comparison of Fiscal 2024 and Fiscal 2023, page 25

SEC Comment No. 2:

We note that your discussion of the changes in revenue and gross profit includes many factors that contributed to the change, but does not quantify or put in context the relative contribution of each factor.  For example, you state that the decrease in gross profit in fiscal 2024 reflected the impact of lower sales, lower margins on engineered products and cremation equipment, and higher material and labor costs. These decreases were partially offset by improved margins on warehouse automation solutions, product identification sales, and cylinder (packaging) products, and benefits from the realization of productivity improvements and other cost-reduction initiatives.  However, without quantification, it is hard for the reader to understand the relative contribution of each of those factors.  Please revise future filings to include quantification of any factors that materially contribute to a change in each significant income statement line item.

Response:

In accordance with Item 303 of Regulation S-K and Section 501.12 of the Financial Reporting Releases, the Company prepares its results of operations disclosures with the intent of providing the reader with a clear understanding of the significant items affecting its financial results. Consequently, it is the Company's intent that disclosures are constructed to focus on information that is material and necessary to provide an understanding of the business as a whole.

The Company provides quantitative disclosures of factors affecting its business results when it believes these amounts are material, can be determined with precision, and where quantification is necessary for the readers' understanding of significant trends or variances between periods. For example, the Company provided quantitative disclosures in its results of operations narrative related to the impacts of changes in foreign currency exchange rates on revenues, and the impact on gross profit of acquisition integration costs and other charges in connection with cost-reduction initiatives (page 25).

The Company also provides qualitative explanations of causal factors in order to further enhance the readers’ understanding of the business as a whole. For example, in its explanation of Industrial Technologies segment sales for fiscal 2024 compared to fiscal 2023, the Company referenced slower market conditions for the warehouse automation business, and customer delays impacting the timing of projects within the energy storage business. While the Company is able to identify these factors as having a known impact on sales, the Company is unable, with sufficient precision and objectivity, to quantify these factors. In these instances, the Company provides qualitative explanations to the reader, but does not provide an estimate of the quantitative impact, so as to not potentially misinform the reader, or provide disclosures that could be potentially misleading. In situations where the Company provides qualitative disclosures of factors affecting financial results, terms are typically used to express the relative prominence of such factors. For example, the Company frequently utilized terms such as “primarily,” “principally,” or “partially offset by” to convey the cause of changes from period to period. The use of these terms further assists the reader in understanding a variance between two periods.

In future filings, the Company will apply the requirements of Item 303 of Regulation S-K and related guidance, and will include disclosures to provide a quantification of the significant causes of increases or decreases in revenue, gross profit, and other significant income statement line items, when causal factors can be determined with reasonable accuracy.

Audited Financial Statements

Consolidated Statements of Income (Loss), page 44

SEC Comment No. 3:

We note from your disclosure on page 53 that Revenue from products or services provided to customers over time accounted for approximately 18%, 15%, and 12% of revenue for the years ended September 30, 2024, 2023, and 2022, respectively. In light of this recent increase in revenue recognized over time, please tell us the percentage of revenue generated from services versus products. If the amount is over 10%, please revise future filings to separately disclose revenue related to products and services on the face of the income statement. See Rule 5-03(b)(1) of Regulation S-X.

Response:

In preparing its financial statements, the Company considered the requirements of Rule 5-03(b)(1) of Regulation S-X regarding disclosures of revenue components exceeding 10% of sales. The Company’s revenues are predominantly generated from sales of products, and only a very minor amount of revenues are related to distinct service offerings (e.g., extended warranty and service contracts). Revenue recognized over time relates to sales of certain engineering equipment, mausoleum construction projects, cremation and incineration equipment, and product identification and warehouse automation projects. These projects almost entirely represent sales of products, and not service offerings. Consequently, revenue from services was not material as a percent of consolidated sales for the year ended September 30, 2024, or any other periods presented within the Form 10-K.

In future filings, the Company will remove references to “services” within its Revenue Recognition footnote to the extent “services” are not material in the period presented, in an effort to de-emphasize “services” since service revenue is not currently a significant component of the Company’s consolidated sales.

Notes to the Audited Financial Statements

General, page 48

SEC Comment No. 4:

We note from your disclosures in MD&A and in the reconciliation of Adjusted EBITDA in Note 21, that it appears that in 2024 you incurred $45.7 million for exit and disposal activities.  However, the notes to the financial statements do not appear to include any disclosures related to this restructuring or exit or disposal cost obligations.  Please revise future filings to include the disclosures required by ASC 420-10-50-1.

Response:

In preparing its financial statement disclosures, the Company considered the requirements of ASC 420-10-50-1 regarding exit and disposal activities. In fiscal 2024, the Company incurred charges for exit and disposal activities totaling $45.7 million, which primarily represented severance and other employee termination costs. The Company provided narrative disclosures regarding these activities within Note 21. Segment Information to further enhance the readers’ understanding of the financial impacts of these exit and disposal activities. Given the nature of these items (primarily severance and other employee termination costs) and the short-term duration of time until settlement of the corresponding liabilities, the disclosures were limited to providing the expense amounts included in each line item of the income statement, and the accrued severance and other employee termination benefit amounts presented on the balance sheet as of fiscal year end (page 74). The Company also provided disclosures of various charges/items incurred in each fiscal year by reportable segment.

In future filings, the Company will provide additional disclosures as required by ASC 420-10-50-1 for periods where there are significant charges or activities related to exit and disposal activities. Specifically, the Company will expand its existing disclosures to include a description of the exit or disposal activity, and for each major type of exit cost, the Company will provide the total amount of charges expected to be incurred for the activity, a reconciliation of the beginning and ending liability balances, and the cumulative amount incurred to date by reportable segment.

Note 19. Commitments and Contingent Liabilities, page 71

SEC Comment No. 5:

We note your disclosure on page 71 of the current litigation with Tesla.  As this appears to be an unrecognized loss contingency under the guidance in ASC 450, please revise future filings to include an estimate of the possible loss or range of loss or a statement that such an estimate cannot be made.  See guidance in ASC 450-10-50-4.

Response:

In preparing its financial statement disclosures, the Company considered the requirements of ASC 450-20-50-4 regarding loss contingencies. The Company included disclosures within Note 19. Commitments and Contingent Liabilities to describe a legal matter involving Tesla, Inc. These disclosures were designed to provide a description of the claims originally made by Tesla, Inc. in the United States District Court for the Northern District of California, and to provide the reader with an understanding of the current status of this matter. Such disclosures also stated, “The Company maintains the claims vaguely stated in the complaint are without merit and intends to vigorously defend itself against the allegations.” The Company did not specifically provide disclosures of the estimated possible losses related to this matter within its footnotes since the Company considered the claims to be completely without merit and, in addition, Tesla, Inc. had insufficiently pled the complaint, withholding any meaningful specificity such that the Company could not reasonably assess the potential liability. The Company did include additional disclosures within Item 3. Legal Proceedings stating, “The Company currently does not expect this matter will have a material adverse effect on Matthews’ financial condition, results of operations or cash flows.”

In future filings, the Company will include additional disclosures within its financial statement footnotes to provide an estimate of the possible loss or range of loss related to this matter, or a statement that such an estimate cannot be made at the time of filing given the continued lack of specificity in the applicable pleadings and/or proceedings.

Note 21. Segment Information, page 72

SEC Comment No. 6:

We note your disclosure that the Memorialization segment consists primarily of bronze and granite memorials and other memorialization products, caskets, cremation related products, and cremation and incineration equipment primarily for the cemetery and funeral home industries. The Industrial Technologies segment includes the design, manufacturing, service and sales of high-tech custom energy storage solutions; product identification and warehouse automation technologies and solutions, including order fulfillment systems for identifying, tracking, picking and conveying consumer and industrial products; and coating and converting lines for the packaging, pharma, foil, décor and tissue industries. The SGK Brand Solutions segment consists of brand management, pre-media services, printing plates and cylinders, imaging services, digital asset management, merchandising display systems, and marketing and design services primarily for the consumer goods and retail industries.  Please tell us your consideration for disclosing revenues from external customers for each product and service or each group of similar products and services.  See guidance in ASC 280-10-50-40.

Response:

In preparing its segment financial statement disclosures, the Company considered the requirements of ASC 280-10-50-40 which states, “A public entity shall report the revenues from external customers for each product and service or each group of similar products and services unless it is impracticable to do so. The amounts of revenues reported shall be based on the financial information used to produce the public entity's general-purpose financial statements. If providing the information is impracticable, that fact shall be disclosed.”

The Company acknowledges that extensive product offering information is provided within Note 21. Segment Information of the Company’s financial statements. This information is presented in order to provide the reader with a comprehensive understanding of the breadth of the Company's capabilities and product offerings. Nevertheless, the Company's existing reportable segments are currently aligned with its major product categories. The Company's Memorialization segment is a provider of products to funeral service providers. Memorialization products primarily consist of memorials, caskets, and cremation

February 24, 2025
Steven F. Nicola
Chief Financial Officer
Matthews International Corp
Two Northshore Center
Pittsburgh, PA 15212-5851
Re:Matthews International Corp
Form 10-K for the Fiscal Year Ended September 30, 2024
Form 8-K furnished February 7, 2025
File No. 000-09115
Dear Steven F. Nicola:
            We have limited our review of your filing to the financial statements and related
disclosures 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.
Form 10-K for the Fiscal Year Ended September 30, 2024
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 24
1.We note your presentation at the beginning of your Results of Operations section of
MD&A which includes disclosure of revenue and adjusted EBITDA by segment.  We
also note that this disclosure includes a consolidated Adjusted EBITDA measure,
which is considered a non-GAAP financial measure when presented within MD&A.
Please revise your disclosure to ensure that you present the most directly comparable
GAAP measure, which would be net income, prior to the presentation of consolidated
Adjusted EBITDA, a non-GAAP financial measure.  See Item 10(e)(1)(i)(A) of
Regulation S-K and Question 102.10(a) of the SEC’s Compliance and Disclosure
Interpretations on Non-GAAP Financial Measures.

February 24, 2025
Page 2
Comparison of Fiscal 2024 and Fiscal 2023, page 25
2.We note that your discussion of the changes in revenue and gross profit includes many
factors that contributed to the change, but does not quantify or put in context the
relative contribution of each factor.  For example, you state that the decrease in gross
profit in fiscal 2024 reflected the impact of lower sales, lower margins on engineered
products and cremation equipment, and higher material and labor costs. These
decreases were partially offset by improved margins on warehouse automation
solutions, product identification sales, and cylinder (packaging) products, and benefits
from the realization of productivity improvements and other cost-reduction
initiatives.  However, without quantification, it is hard for the reader to understand the
relative contribution of each of those factors.  Please revise future filings to include
quantification of any factors that materially contribute to a change in each significant
income statement line item.
Audited Financial Statements
Consolidated Statements of Income (Loss), page 44
3.We note from your disclosure on page 53 that Revenue from products or services
provided to customers over time accounted for approximately 18 %, 15 %, and 12 %
of revenue for the years ended September 30, 2024, 2023, and 2022, respectively. In
light of this recent increase in revenue recognized over time, please tell us the
percentage of revenue generated from services versus products. If the amount is over
10%, please revise future filings to separately disclose revenue related to products and
services on the face of the income statement. See Rule 5-03(b)(1) of Regulation S-X.
Notes to the Audited Financial Statements
General, page 48
4.We note from your disclosures in MD&A and in the reconciliation of Adjusted
EBITDA in Note 21, that it appears that in 2024 you incurred $45.7 million for exit
and disposal activities.  However, the notes to the financial statements do not appear
to include any disclosures related to this restructuring or exit or disposal cost
obligations.  Please revise future filings to include the disclosures required by ASC
420-10-50-1.
Note 19. Commitments and Contingent Liabilities, page 71
5.We note your disclosure on page 71 of the current litigation with Tesla.  As this
appears to be an unrecognized loss contingency under the guidance in ASC 450,
please revise future filings to include an estimate of the possible loss or range of loss
or a statement that such an estimate cannot be made.  See guidance in ASC 450-10-
50-4.
Note 21. Segment Information, page 72
We note your disclosure that the Memorialization segment consists primarily of
bronze and granite memorials and other memorialization products, caskets, cremation
related products, and cremation and incineration equipment primarily for the cemetery
and funeral home industries. The Industrial Technologies segment includes the design, 6.

February 24, 2025
Page 3
manufacturing, service and sales of high-tech custom energy storage solutions;
product identification and warehouse automation technologies and solutions,
including order fulfillment systems for identifying, tracking, picking and conveying
consumer and industrial products; and coating and converting lines for the packaging,
pharma, foil, décor and tissue industries. The SGK Brand Solutions segment consists
of brand management, pre-media services, printing plates and cylinders, imaging
services, digital asset management, merchandising display systems, and marketing
and design services primarily for the consumer goods and retail industries.  Please tell
us your consideration for disclosing revenues from external customers for each
product and service or each group of similar products and services.  See guidance in
ASC 280-10-50-40.
Form 8-K furnished on February 7, 2025
Exhibit 99.1 Earnings Release, page 8
7.We note your disclosure on page 8 of the reconciliation of Adjusted EBITDA to net
income.  We also note that the bottom of the reconciliation includes disclosure of
Adjusted EBITDA margin without the most comparable GAAP measure, which
would be net income margin.  Please revise future filings accordingly.  Refer to Item
10(e)(1)(i)(A) of Regulation S-K and Question 102. 10(a) of the SEC Staff’s
Compliance and Disclosure Interpretations on Non-GAAP Financial Measures.
            In closing, 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 Claire Erlanger at 202-551-3301 or Kevin Woody at 202-551-3629
with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
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CORRESP

 January 6, 2025

Via EDGAR Submission

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance, Office of Mergers & Acquisitions

100 F Street, N.E.

 Washington, D.C. 20549

Attention:    Laura McKenzie and David Plattner

Re:
 Matthews International Corporation

Schedule 14A filed December 27, 2024

File No. 000-09115

Dear Ms. McKenzie and Mr. Plattner:

 On behalf of our
client, Matthews International Corporation (the “Registrant”), we hereby submit the Registrant’s response to the comments of the Staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) conveyed in a letter to the Registrant dated January 3, 2025 in connection with the Staff’s review of the Registrant’s Preliminary Proxy Statement on Schedule 14A filed on December 27, 2024 (the
“Preliminary Proxy Statement”). In connection with the submission of this letter, the Registrant has filed with the Commission Amendment No. 1 to the Preliminary Proxy Statement on Schedule 14A (the “Revised Preliminary
Proxy Statement”) on January 6, 2025. The Revised Preliminary Proxy Statement reflects revisions made in response to the comments of the Staff and updates certain other information. For your convenience, we have included the text of
the Staff’s comments preceding each of the Registrant’s responses.

 Preliminary Proxy Statement

1.
 In Q&A 17 on page 19, we note your statement that a broker
non-vote would occur when a stockholder did not provide voting instructions to their broker “at least 10 days before the Annual Meeting.” Please explain why such a long lead time is required for
stockholders who are beneficial owners to provide voting instructions.

 Response:

The Registrant respectfully acknowledges the Staff’s comment and has revised the disclosure accordingly beginning on page 19 of the
Revised Preliminary Proxy Statement to eliminate the requirement for shareholders who are beneficial owners to provide voting instructions at least 10 days before the Annual Meeting.

2.
 We note the following language on page 28: “two of the Barington Nominees acknowledged during their
interviews that they had no knowledge of Matthews prior to their nomination, one of the Barington Nominees is currently employed by a Company that is a significant debt holder of a competitor of the Company and one of the Barington Nominees is well
known to the Company, the Board and management.”

 Please identify the Barington Nominee(s) referenced for
each statement.

 The Registrant respectfully acknowledges the Staff’s comment and has revised the disclosure accordingly on
page 28 of the Revised Preliminary Proxy Statement to identify the Barington Nominee(s) referenced in each statement noted above.

3.
 On the second page of the Notice of the Annual Meeting of the Stockholders, you ask stockholders to
“indicate on the enclosed WHITE proxy card whether you will or will not be able to attend the Annual Meeting,” however there does not appear to be a place on the proxy card to indicate such information.

 U.S. Securities and Exchange Commission

January 6, 2025

  Page
 2

Please revise to ensure consistency between the proxy card and descriptions of the proxy card throughout the proxy statement.

Response:

 The Registrant respectfully
acknowledges the Staff’s comment and has revised the disclosure accordingly in the “Notice of the Annual Meeting of the Shareholders” included with the Revised Preliminary Proxy Statement to eliminate the request to notify the
Registrant whether shareholders will or will not be able to attend the Annual Meeting.

 [REMAINDER OF
PAGE INTENTIONALLY LEFT BLANK]

 If you have any questions regarding the Registrant’s responses to the Staff’s comments, please do
not hesitate to contact me at (412) 620-6570 or jgarvey@cozen.com.

Sincerely,

  

/s/ Jeremiah G. Garvey

Jeremiah G. Garvey

Cozen O’Connor P.C.

cc:
 Brian D. Walters, Executive Vice President and General Counsel

Matthews International Corporation

January 3, 2025
Brian Walters
Executive Vice President and General Counsel
Matthews International Corporation
Two Northshore Center
Pittsburgh, PA 15212
Re:Matthews International Corporation
Preliminary Proxy Statement on Schedule 14A filed December 27, 2024, by
Matthews International Corporation
File No. 000-09115
Dear Brian Walters:
            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 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.
Preliminary Proxy Statement on Schedule 14A filed December 27, 2024, by Matthews
International Corporation
Questions and Answers About Our Annual Meeting, page 12
1.In Q&A 17 on page 19, we note your statement that a broker non-vote would occur
when a stockholder did not provide voting instructions to their broker "at least 10 days
before the Annual Meeting." Please explain why such a long lead time is required for
stockholders who are beneficial owners to provide voting instructions.
Background to the Solicitation, page 24
We note the following language on page 28: "two of the Barington Nominees
acknowledged during their interviews that they had no knowledge of Matthews prior
to their nomination, one of the Barington Nominees is currently employed by a
Company that is a significant debt holder of a competitor of the Company and one of
the Barington Nominees is well known to the Company, the Board and management." 2.

January 3, 2025
Page 2
Please identify the Barington Nominee(s) referenced for each statement.
General
3.On the second page of the Notice of the Annual Meeting of the Stockholders, you ask
stockholders to "indicate on the enclosed  WHITE proxy card whether you will or will
not be able to attend the Annual Meeting," however there does not appear to be a
place on the proxy card to indicate such information. Please revise to ensure
consistency between the proxy card and descriptions of the proxy card throughout the
proxy statement.
            We remind you that the filing persons are responsible for the accuracy and adequacy
of their disclosures, notwithstanding any review, comments, action or absence of action by
the staff.
            Please direct any questions to Laura McKenzie at 202-551-4568 or David Plattner at
202-551-8094.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions

CORRESP
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CORRESP

 December 27, 2024

VIA EDGAR CORRESP

 U.S. Securities and Exchange
Commission

 100 F Street, NE

 Washington, D.C. 20549

RE:
 Matthews International Corporation

Preliminary Proxy Materials Relating to 2025 Annual Shareholder Meeting

Ladies and Gentlemen:

 Matthews International
Corporation, a Pennsylvania corporation (the “Company”), is transmitting for filing under Rule 14a-6(a) of the Securities Exchange Act of 1934 (the “Exchange Act”), the Company’s
preliminary proxy statement and form of proxy card (the “Preliminary Proxy Materials”) relating to the Company’s 2025 annual meeting of shareholders (the “Annual Meeting”).

On November 27, 2024, Barington Companies Equity Partners, L.P. (“Barington”), notified the Company of Barington’s
intention to nominate a slate of three nominees for election as directors at the Annual Meeting in opposition to the three nominees recommended by the Board of Directors (the “Board”) of the Company.

The Company is filing the Preliminary Proxy Materials because the Preliminary Proxy Materials comment upon and reference Barington’s
“solicitation in opposition” (as defined in Rule 14a-6(a) of the Exchange Act) to the Board’s director nominees for election at the Annual Meeting.

Please be advised that the Company intends to release definitive proxy materials by sending to its shareholders a definitive proxy statement
and form of proxy card, as well as a copy of the Company’s annual report for the year ended September 30, 2024, in advance of the Annual Meeting. To accommodate the Company’s proposed timing for the release of definitive proxy
materials, we would appreciate your prompt attention to the Preliminary Proxy Materials.

 Please direct any communication concerning the
Preliminary Proxy Materials to each of Brian Walters, Executive Vice President and General Counsel of the Company, at (412) 442-8217 or bwalters@matthewsintl.com, and the undersigned at 412-620-6570 or jgarvey@cozen.com.

One Oxford Centre   301 Grant Street   41st Floor   Pittsburgh, PA 15219

412.620.6500   412.275.2390 Fax   cozen.com

Very truly yours,

/s/ Jeremiah Garvey

Jeremiah Garvey

 cc: Matthews International Corporation

December 23, 2024
James Mitarotonda
Chairman, CEO and President
Barington Companies Equity Partners, L.P.
888 Seventh Avenue
6th Floor
New York, New York 10019
Re:Barington Companies Equity Partners, L.P.
Matthews International Corporation
Preliminary Proxy Statement on Schedule 14A filed December 19, 2024, by
Barington Companies Equity Partners, L.P., et al.
File No. 000-09115
Dear James Mitarotonda:
            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 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.
Preliminary Proxy Statement on Schedule 14A filed December 19, 2024, by Barington
Companies Equity Partners, L.P., et al.
Reasons for the Solicitation, page 9
1.We note your statement that you are "calling on the Company to declassify the
Board." Please clarify in your proxy statement and future soliciting materials that
declassification of the Board will not be voted upon at the Annual Meeting.
2.You state on page 10 that you "estimate that more than half (approximately 53%) of
these investments have gone to the Company’s lower margin, declining SGK Brand
Solutions segment and only 23% to its highest margin, highest return Memorialization
segment," citing generally to the Company's SEC filings. Unless these figures are
directly stated in the Company's SEC filings, please specify how you reached these
estimates, including an explanation of any assumptions made.

December 23, 2024
Page 2
Proposal 1 - Election of Directors, page 14
3.Refer to the following assertion on page 16: "Mr. Mitarotonda disclaims beneficial
ownership of such shares of Common Stock, except to the extent of his pecuniary
interest therein." Please note that beneficial ownership is not determined based on
pecuniary interest. Refer to Rule 13d-3(a). Please revise accordingly.
Voting and Proxy Procedures, page 22
4.We note the reference to "our transfer agent" at the top of page 23.  Please revise to
refer to "the Company's" transfer agent.
Votes Required for Approval, page 24
5.We note the following disclosure on page 24: "According to the Company’s proxy
statement, each of the directors to be elected at the Annual Meeting will be elected
based on the plurality of the votes cast." As the Company has not yet filed its proxy
statement, please ensure that this statement and all other statements of a similar nature
are updated to reflect the disclosure that the Company actually makes.
Solicitation of Proxies, page 26
6.Please fill in the blanks in this section.
            We remind you that the filing persons are responsible for the accuracy and adequacy
of their disclosures, notwithstanding any review, comments, action or absence of action by
the staff.
            Please direct any questions to Laura McKenzie at 202-551-4568 or David Plattner at
202-551-8094.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions

June 6, 2019
Steven Nicola
Chief Financial Officer
MATTHEWS INTERNATIONAL CORP
Two Northshore Center
Pittsburgh, PA. 15212
Re:MATTHEWS INTERNATIONAL CORP
Form 10-K for the year ended September 30, 2018
Filed on November 20, 2018
Form 8-K filed on May 3, 2019
File No. 000-09115
Dear Mr. Nicola:
            We have completed our review of your filings.  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 Manufacturing and
Construction

CORRESP
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		Document

May 31, 2019

Mr. Ameen Hamady

Office of Manufacturing and Construction

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:    Matthews International Corporation

Form 10-K for the year ended September 30, 2018

Filed on November 20, 2018

Form 8-K filed on May 3, 2019

File No. 000-09115

Dear Mr. Hamady:

Thank you for your review of the above referenced documents filed by Matthews International Corporation ("Matthews" or the "Company").  Pursuant to your request, the Company provides the following responses to the comments provided in your letter dated May 13, 2019.

Form 10-K for the period ended September 30, 2018

Long-Term Debt, page 52

Securities and Exchange Commission (“SEC”) Comment No. 1:

With respect to your $11.2 million receivable recorded in Other Assets related to amounts drawn upon a letter of credit issued by the Company, please tell us and expand your disclosures herein, or within your Critical Accounting Policies section, to address how the Company continually assesses the collectability of this receivable and address any material underlying judgments and assumptions involved in this assessment.

Response:

As disclosed in the Company’s Form 10-K for the period ended September 30, 2018, a letter of credit issued by the Company in the amount of £8.6 million was inappropriately drawn upon by a customer in September 2014.  The letter of credit had been issued by the Company with respect to a performance guarantee on a project in Saudi Arabia.  Management assessed the customer’s claim to be without merit and continues to pursue necessary legal actions toward recovery of these funds.  However, this particular legal matter involves multiple foreign jurisdictions because the contract between the parties included a venue clause requiring the venue for any litigation to be in the United Kingdom, while the enforcement of the judgment is being executed in Saudi Arabia.  To date, the Company has successfully completed litigation of this matter in the court of the United Kingdom, resulting in a ruling completely in favor of Matthews following a trial on the merits.  In order to secure enforcement of the judgment, the Company then initiated litigation and is now pursuing a trial on the merits in Saudi Arabia, which is scheduled to occur later in calendar year 2019.  The Company remains confident regarding the pending trial on the merits in Saudi Arabia, and expects to be in a position to enforce the judgment and initiate collection efforts following completion of that trial.

In assessing the accounting and related disclosures for this matter, the Company considered the guidance within the Accounting Standards Codification Topic 310, Receivables ("ASC 310") and related guidance within Topic 450, Contingencies.  ASC 310 specifically addresses contingencies related to receivables, and directs a company to recognize a loss from an uncollectible receivable when it is both probable, and can be reasonably estimated.  In accordance with this guidance, the Company has determined a loss is reasonably possible, but not probable, and thus has provided

disclosures regarding this matter, including the potential for an unfavorable financial impact on the Company’s results of operations.  In accordance with its disclosure controls, the Company has also made periodic updates to its disclosures with each periodic filing to report progress on the matter as significant developments have occurred.

The Company continuously monitors the status of this legal matter, and completes a periodic assessment of the accounting and collectability for its long-term receivable based upon current facts and circumstances.  Given the unequivocal favorable outcome of litigation efforts thus far, the Company remains highly confident that it will be in a position to initiate collection efforts following the completion of its pending trial in Saudi Arabia.  However, it is necessary to obtain the equivalent favorable ruling in the Saudi Arabia court to enforce judgment and commence collection efforts.  The Company’s level of success in recovering funds from the customer will depend upon a number of factors including, a successful completion of the pending trial on the merits in Saudi Arabia, the availability of recoverable funds, and the subsequent level of cooperation from the Saudi Arabian government to enforce a potential judgment against the creditor.  The Company is confident on the merits and has received assurances of the government's cooperation in any collection efforts, to the extent necessary.  Throughout the course of these proceedings, the Company has not identified any information that adversely affected its assessment of this receivable's recoverability.

In response to the Staff's comment, in future periodic SEC filings, the Company will continue to provide updated disclosures on this matter as significant developments occur, including its accounting assessment of collectability in accordance with the guidance referenced above, as necessary.

Item 2.02 of Form 8-K filed May 2, 2019

General

SEC Comment No. 2:

Please revise the bullet point highlights to also present the corresponding GAAP measure related to Adjusted EBITDA with equal or greater prominence.  Refer to Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10 of the Non-GAAP Compliance and Disclosure Interpretations.

Response:

In accordance with Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10 of the Non-GAAP Compliance and Disclosure Interpretations, it is the Company’s intent to consistently provide comparable GAAP financial measures with equal or greater prominence whenever non-GAAP financial measures are disclosed within its earnings press releases.  This approach is demonstrated by the Company’s inclusion of GAAP EPS, along with non-GAAP adjusted EPS within the introductory bullet points of the Company’s May 2, 2019 earnings press release.

Item 10(e)(1)(i)(A) of Regulation S-K requires registrants to present the most directly comparable GAAP measures when non-GAAP measures are included in documents filed with the SEC, including earnings releases furnished under Item 2.02 of Form 8-K.  The Company acknowledges that Question 103.02 of the Non-GAAP Compliance and Disclosure Interpretations also indicates that net income should be used to reconcile the non-GAAP measures of EBIT or EBITDA.  The Company believes that it has complied with the requirements of Regulation S-K by including GAAP EPS (a representation of net income on a per share basis) within the introductory bullet points of its May 2, 2019 press release.  The Company considered GAAP EPS (which is a per share measure of GAAP net income) as a comparable earnings measure to adjusted earnings before interest, income taxes, depreciation and amortization (“adjusted EBITDA”), and it was presented with equal or greater prominence.

However, in response to the Staff's comment, in future earnings press releases, the Company will include the measure of net income as its corresponding GAAP measure related to adjusted EBITDA, with equal or greater prominence.

SEC Comment No. 3:

Please revise your disclosures to provide a reconciliation of Adjusted EPS to GAAP EPS in accordance with Item 10(e)(1)(i)(B) of Regulation S-K.

Response:

In preparing its reconciliations of non-GAAP financial measures, the Company considered the requirements of Item 10(e)(1)(i)(B) of Regulation S-K which requires reconciliations of non-GAAP financial measures with the most directly comparable financial measures calculated and presented in accordance with GAAP.  The Company also considered Question 102.05 of the Non-GAAP Compliance and Disclosure Interpretations which indicates that non-GAAP per share performance measures should be reconciled to GAAP earnings per share.

In a letter dated February 20, 2018, the SEC Staff requested that the Company disclose the tax effect of non-GAAP adjustments as a separate reconciling item.  In response to the SEC Staff's request, the Company adjusted its prospective filings to disclose the income tax rate that was used to derive the tax-effects of non-GAAP reconciling items for each period presented.  The Company also revised its earnings press release disclosures to include a tabular calculation that presents a reconciliation of the GAAP measure, net income attributable to the Company, with the non-GAAP measures, adjusted net income and adjusted EPS, in an attempt to be responsive to Item 10(e)(1)(i)(B) of Regulation S-K and Question 102.05 of the Non-GAAP Compliance and Disclosure Interpretations.  In preparing its tabular reconciliation, the Company considered the GAAP measure, net income attributable to the Company, to be a directly comparable financial measure to the non-GAAP measure, adjusted EPS (the per share measure of adjusted net income).

In response to the Staff’s current comment, in future earnings press releases, the Company will expand this reconciliation table included within its earnings press release to include the comparable per share amounts for all line items of the existing tabular disclosure, thus providing a reconciliation of non-GAAP adjusted EPS with GAAP EPS.

The Company acknowledges that it is responsible for the adequacy and accuracy of the disclosure in its filings with the SEC, that the SEC Staff comments or changes to disclosure in response to SEC Staff comments do not foreclose the SEC from taking any action with respect to the filings, and the Company may not assert SEC Staff comments as a defense in any proceedings initiated by the SEC or any person under the federal securities laws of the United States.

Should you have any questions regarding the above matters, please contact me at 412-442-8262.

Sincerely,

/s/Steven F. Nicola

Steven F. Nicola

Chief Financial Officer

May 13, 2019
Steven Nicola
Chief Financial Officer
MATTHEWS INTERNATIONAL CORP
Two Northshore Center
Pittsburgh, PA. 15212
Re:MATTHEWS INTERNATIONAL CORP
Form 10-K for the year ended September 30, 2018
Filed on November 20, 2018
Form 8-K filed on May 3, 2019
File No. 000-09115
Dear Mr. Nicola:
            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 and any amendment you may file in response to these
comments, we may have additional comments.
Form 10-K for the period ended September 30, 2018
Long-Term Debt, page 52
1.With respect to your $11.2 million receivable recorded in Other Assets related to amounts
drawn upon a letter of credit issued by the Company, please tell us and expand your
disclosures herein, or within your Critical Accounting Policies section, to address how the
Company continually assesses the collectability of this receivable and address
any material underlying judgments and assumptions involved in this assessment.
Item 2.02 of Form 8-K filed May 2, 2019
General
2.Please revise the bullet point highlights to also present the corresponding GAAP measure

 FirstName LastNameSteven Nicola
 Comapany NameMATTHEWS INTERNATIONAL CORP
 May 13, 2019 Page 2
 FirstName LastName
Steven Nicola
MATTHEWS INTERNATIONAL CORP
May 13, 2019
Page 2
related to Adjusted EBITDA with equal or greater prominence. Refer to Item
10(e)(1)(i)(A) of Regulation S-K and Question 102.10 of the Non-GAAP Compliance and
Disclosure Interpretations.
3.Please revise your disclosures to provide a reconciliation of Adjusted EPS to GAAP EPS
in accordance with Item 10(e)(1)(i)(b) of Regulation S-K.
            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 at 202-551-3891 or in his absence, Jeanne
Baker at 202-551-3691 if you have questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing and
Construction

March 26, 2018

Mail Stop 4631

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

Re: Matthews International Corporation
 Form 10 -K for Fiscal Year Ended September 30 , 2017
Filed November 21, 2017
File No. 0 -09115

Dear Mr. Nicola

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 the ir disclosure s, notwithstanding
any review, comments, action or absence  of action  by the staff .

Sincerely,

 /s/ Terence O ’Brien

Terence O ’Brien
Accounting Branch Chief
Office of Manufactur ing and
Construction

CORRESP
1
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		Document

March 6, 2018

Mr. Terence O’Brien

Accounting Branch Chief

Office of Manufacturing and Construction

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:    Matthews International Corporation

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. O’Brien:

Thank you for your review of the above referenced documents filed by Matthews International Corporation ("Matthews" or the "Company").  Pursuant to your request, the Company provides the following responses to the comments provided in your letter dated February 20, 2018.

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

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of operations, page 21

Securities and Exchange Commission (“SEC”) Comment No. 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 areas 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 U.S and Europe and address the underlying reasons for these changes. Similarly quantify and discuss the underlying 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 currency 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 acquisition 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 each period.

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

Response:

In accordance with Item 303(a)(3) of Regulation S-K and Section 501.12.b.3 of the Financial Reporting Codification,  the Company prepares its results of operations disclosures with the intent of providing the reader with a clear understanding of the significant items affecting its financial results.  Consequently, it is the Company's intent that disclosures are constructed to focus on information that is material and necessary to provide an understanding of the business as a whole.

The Company provides quantitative disclosures of factors affecting its business results when it believes these amounts are material, can be determined with precision, and where quantification is necessary for the readers' understanding of significant trends or variances between periods.  For example, the Company provided quantitative disclosures in its results of operations narrative related to the impacts of changes in foreign currency rates, the impact of significant acquisitions on revenues (e.g., Aurora Products Group, LLC on page 23), and impacts of incremental amortization expense related to acquisitions.

The Company also provides qualitative explanations of causal factors in order to further enhance the readers’ understanding of the business as a whole.  For example, the Company referenced slower brand market conditions in the U.S. and Europe in its explanation of SGK Brand Solutions segment sales for fiscal 2017.  While the Company is able to identify this factor as a known impact on sales, the Company is unable, with sufficient precision and objectivity,  to quantify this factor.  In these instances, the Company provides qualitative explanations to the reader, but does not provide an estimate of the quantitative impact, so as to not potentially misinform the reader, or provide disclosures that could be potentially misleading.  In situations where the Company provides qualitative disclosures of factors affecting financial results, terms are used to express the relative prominence of such factors.  For example, the Company frequently utilized terms such as "primarily", "principally", or "partially offset by" to convey the cause of changes from period to period.  The use of these terms further assists the reader in understanding a variance between two periods.

Additionally, the impact of acquisitions on the Company’s financial results cannot always be determined with precision due to the nature of our businesses and the integration of these newly-acquired companies into our core operations.  For example, where an acquired entity has overlapping customers with the Company, the Company may not be able to accurately determine the attribution of future sales to such customers between our legacy business and the acquiree following commenced integration.  As such, the Company’s disclosures typically identify acquisitions as a factor impacting comparability between periods, and, where determined significant under applicable SEC guidance, provides annual revenues of the acquired company.

In future filings, the Company will include disclosures of the estimated annualized historical revenue for significant acquisitions, in order to provide the reader with supplemental information regarding the relative impacts of these transactions.

The Company refers to acquisition integration costs and other charges in several instances throughout its results of operations disclosures.  Acquisition integration costs generally include incremental costs incurred to integrate acquired businesses into the Company's core operations.  These costs may include expenses incurred to consolidate manufacturing and distribution operations, costs to integrate certain finance and administrative functions, related involuntary employee termination costs, and expenses related to ERP system integrations.  Acquisition integration costs are described further in the Forward-Looking Information section of the Company's Form 10-K (page 28).  Other charges generally refer to non-recurring cost reduction actions initiated by the Company to consolidate operational and other functions, related involuntary headcount reductions, or other non-recurring operational initiatives designed to reduce future costs.  These initiatives do not constitute exit or disposal activities, as defined by ASC 420.

In future filings, the Company will continue to apply the requirements of Item 303(a)(3) and related guidance, and will include disclosures to provide a quantification of the causes of increases or decreases in revenue and operating profit when causal factors are material and amounts can be determined with reasonable precision.

SEC Comment No. 2:

Please identify the nature of your cost reduction initiatives. Ensure you separately 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.

Response:

The Company references cost reduction initiatives in several instances throughout its results of operations disclosures.  In this context, cost reduction initiatives generally refer to non-recurring actions taken by the Company to consolidate operational and other functions, related involuntary headcount reductions, or other operational initiatives designed to reduce future costs.  These cost reduction initiatives typically consist of specific individual projects, rather than large-scale corporate-wide projects. The Company closely monitors its cost reduction initiatives for potential disclosure under ASC 420 and SAB Topic 5:P.4.  The Company’s recent cost reduction projects have not warranted separate disclosure, as they were not within the scope of ASC 420.

In future filings, the Company will continue to evaluate its cost reduction initiatives, and will provide disclosures required by ASC 420 and SAB Topic 5:P.4 for any individually material projects within the scope of this guidance.

SEC Comment No. 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 and 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 your international operations decreased in 2017 when 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 Sections 501.12.b.3 and 501.12.b.4. of the Financial Reporting Codification for guidance.

Response:

Item 303(a)(3) of Regulation S-K and Sections 501.12.b.3 and 501.12.b.4 of the Financial Reporting Codification require that the Company provide disclosure around the material items impacting the effective tax rate.  For fiscal 2017, these items included: organizational structure changes, increased benefits from credits and incentives, and the impact of other tax benefits specific to the current year.  These items primarily comprise the "other" line item and are disclosed in results of operations on page 23 and Note 14 "Income Taxes" on page 66.  As certain benefits were driven by organizational structure changes, this disclosure serves to inform the reader that certain of the benefits will be ongoing in future years.  Additionally, the Company disclosed that certain other benefits were specific to the current tax year only.  Due to fluctuations in foreign income levels and the impact the Company's income mix has on its effective tax rate, the Company believes that it is not practical to accurately quantify the ongoing effective tax rate benefits from this item.

•

 In reference to Note 14, the disclosures presented after the effective tax rate table and in the results of operations section indicate that the primary drivers to the increase in the "other" line item from fiscal 2016 to 2017 were organizational structure changes, increased benefits from tax credits and incentives, and other tax benefits specific to the current year.  In response to the Staff's comment, in future filings, the Company will provide separate line item disclosures of credits and incentives to provide additional details for readers of the financial statements, when such items represent a material component of the Company's effective tax rate.

•

 In reference to Note 14, the foreign tax benefit of 7.2% versus 3.5% was driven by mix of global income and multiple items, none of which were individually significant.  While the Company's proportion of foreign income was lower in fiscal 2017, the majority of the income that remained was in jurisdictions with tax rates lower than the U.S. statutory rate.  In future filings, the Company will continue to identify any individually significant items impacting the comparability of the consolidated effective tax rate.

Liquidity and Capital Resources, page 24

SEC Comment No. 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. To the extent future non-compliance of any debt covenant is reasonably likely, please disclose and discuss the 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 specific 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.

Response:

The Company closely monitors its compliance with debt covenants and was in full compliance with all covenants as of the fiscal year ended September 30, 2017. In accordance with the aforementioned guidance, the Company determined there was no need for additional disclosure as it was not in breach of any debt covenants and it is not reasonably likely the Company will be in breach of any debt covenants in the foreseeable future.

In the event the Company determined it was reasonably likely that it would not be able to meet its debt covenants, or that compliance with such debt covenants was reasonably likely to impact its ability to obtain necessary debt or equity financing to a material extent, the Company would disclose these circumstances in its periodic or other filings with the SEC.

We note the guidance provided by the Staff does not require any affirmative statements that the Company is in compliance with debt covenants for a given reporting period; however, based on the Staff's comment, in future filings, the Company will disclose affirmatively whether it is in compliance with its debt covenants in its Liquidity and Capital Resources disclosures and in Note 8, "Long-Term Debt."

SEC Comment No. 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 working 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 days sales outstanding and the related impact of such changes on your cash flows from operations.

Response:

In its determination of disclosures concerning working capital trends, the Company applied the guidance in SEC Interpretive Release No. 33-8350, including assessing the materiality of trends on the Company's overall financial results, as well as such factors as market conditions. Based on these factors, the Company did not identify significant known trends or uncertainties that it believed had occurred, or were likely to occur, or that the Company believed would have a material favorable or unfavorable impact on its working capital for the period ended September 30, 2017.

As additional insight for the reader, a supplemental table detailing changes in working capital items is presented in Note 17 "Supplemental Cash Flow Information" on page 69 of the Company's Form 10-K for the fiscal year ended September 30, 2017.  This three-year disclosure provides insight into potential trends in working capital balances impacting cash flows.  The Company advises the Staff that the increased accounts receivable balance as of September 30, 2017 was reflective of the increased quarterly sales during the fourth quarter of

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

CORRESP
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Correspondence

 Matthews International

Two NorthShore Center

 Pittsburgh, PA 15212-5851

412-442-8200 tel

 412-442-8298 fax

June 24, 2014

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, DC 20549

 Attn: Ms. Pamela Long

Re:
Request for Acceleration of Effectiveness of Registration Statement on Form S-4, File No. 333-195881, of Matthews International Corporation (“Matthews”)

Ladies and Gentlemen:

 Pursuant to Rule 461 under the
Securities Act of 1933, as amended, the Registrant hereby requests that the effectiveness of the above-captioned Registration Statement (the “Registration Statement”) be accelerated so that such Registration Statement will become effective
on June 25, 2014, at 4 p.m., Eastern Time, or as soon thereafter as practicable.

 Matthews acknowledges that:

•

should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action
with respect to the filing;

•

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve Matthews from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

•

Matthews may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Matthews requests that it be notified of the effectiveness of the Registration Statement by telephone call to its counsel Paul De Rosa at
(412) 297-4821, followed by written confirmation to the addresses listed on the cover page of the Registration Statement.

 Please contact me at
412-442-8217 with any questions regarding this matter. Thank you for your consideration.

 Sincerely,

MATTHEWS INTERNATIONAL CORPORATION

By:

/s/ Brian D. Walters

 Name:

 Title:

 Brian D. Walters

 Vice President and General
Counsel

CORRESP
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Response Letter

 Matthews International

Two NorthShore Center

 Pittsburgh, PA 15212-5851

412-442-8200 tel

 412-442-8298 fax

June 10, 2014

 Ms. Pamela Long

Assistant Director

 Division of Corporation Finance

Securities and Exchange Commission

 100 F Street, N.E.

Washington, DC 20549

Re:
Matthews International Corporation

Registration Statement on Form S-4

Filed May 12, 2014

File No. 333-195881

 Dear Ms. Long:

We are providing this letter in response to the comments of the staff of the Securities and Exchange Commission (the “Staff”) contained in your
letter dated June 3, 2014 regarding the Registration Statement on Form S-4 filed by Matthews International Corporation (“Matthews”) on May 12, 2014 (File No. 333-195881) (the “Registration Statement”). Set forth
below are the Staff’s comments and our responses. Matthews has filed Amendment No. 1 to the Registration Statement on the date of this letter.

1.
Please note that investors are entitled to rely upon disclosures in your publicly filed documents, including disclosures regarding representations and warranties contained in a merger agreement. Please revise your
disclosure accordingly.

 The applicable disclosure in the Registration Statement has been revised in response to Comment
1. We have deleted the statement that “[i]nvestors should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition of Matthews, SGK Merger Sub, Merger
Sub 2 or any of their respective subsidiaries or affiliates.” Please see page 99 of Amendment No. 1.

2.
 We also note your disclosure in the third paragraph on page 99 that “information concerning the subject matter of the representations,
warranties and covenants may change after the date of the merger agreement, which subsequent information may or may not be fully reflected in public disclosures by Matthews and SGK.” Please be advised that, notwithstanding the inclusion of a
general disclaimer, you are responsible for considering whether additional specific disclosures of material information regarding material

contractual provisions are required to make the statements included in the proxy statement/prospectus not misleading. Please confirm your understanding and revise your disclosure accordingly.

 We acknowledge that we are responsible for considering whether additional specific disclosure of material information
regarding material contractual provisions is required to make the statements included in the proxy statement/prospectus not misleading. We have deleted the last sentence of the third paragraph on page 99 of the Registration Statement and replaced it
with the following: “To the extent that disclosure of additional information is required to make the statements regarding material contractual provisions in the merger agreement not materially misleading, such information has been included
in the proxy statement/prospectus or in public disclosures that are incorporated by reference in the proxy statement/prospectus.”

 Matthews
acknowledges that:

•

should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action
with respect to the filing;

•

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve Matthews from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

•

Matthews may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 If you require any additional information, please contact me at 412-442-8217. Thank you for your consideration.

 Sincerely,

 MATTHEWS INTERNATIONAL CORPORATION

 By:

 /s/ Brian D. Walters

 Name:

Brian D. Walters

 Title:

Vice President and General Counsel

June 3, 2014

Via E -Mail
Brian D. Walters
Vice -President and General Counsel
Matthews International Corporation
Two NorthShore Center
Pittsburgh, PA 15212 -5851

Re: Matthews International Corporation
  Registration Statement on Form S-4
Filed  May 12, 2014
  File No.  333-195881

Dear Mr. Walters :

We have limited our review of your registration statement to those issues we have
addressed in our 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 by amending your registration statement and providing the
requested information .  Where you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments , we may have  additional comments.

The Merger Agreement, page 99

1. Please note that investors are entitled to rely upon disclosures in your publicly filed
documents, including disclosures regarding representations and warranties contained in a
merger agr eement.  Please revise your disclosure accordingly.

2. We also note your disclosure in the third paragraph on page 99 that “information concerning
the subject matter of the representations, warranties and covenants may change after the date
of the merger agr eement, which subsequent information may or may not be fully reflected in
public disclosures by Matthews and SGK.”  Please be advised that, notwithstanding the
inclusion of a general disclaimer, you are responsible for considering whether additional
specif ic disclosures of material information regarding material contractual provisions are
required to make the statements included in the proxy statement/prospectus not misleading.
Please confirm your understanding and revise your disclosure accordingly.

Brian D. Walters
Matthews International Corporation
June 3, 2014
Page 2

 We u rge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   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.

Notwithstanding our comments, in the event you request accelera tion of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company  may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of  the
registration statement.

You may contact Patricia Do, Staff Accountant,  at (202) 551 -3743  or Alfred Pavot, Staff
Accountant,  at (202) 551 -3738  if you have questions regarding comments on the financial
statements and re lated matters.  Please conta ct Asia Timmons -Pierce, Staff Attorney, at (202)
551-3754 or me at (202) 551 -3765  with any other questions.

Sincerely,

 /s/ Pamela Long

 Pamela Long
Assistant Director

Brian D. Walters
Matthews International Corporation
June 3, 2014
Page 3

 cc: Michael Winterhalter ( via e -mail)
      Cohen & Grigsby, P.C.

      John McEn roe (via e -mail)
      Vedder Price P.C.

May 1 , 2014

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

RE: Matthews International Corporation
Form 10 -K for the Year E nded September 30, 2013
Filed November 27, 2013
  File No. 0-09115

Dear Mr. Nicola :

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 taking
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 securiti es laws of the United States.  We urge all persons who 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 requir e.

       Sincerely,

       /s/ Terence O ’Brien

Terence O’Brien
       Accounting Branch Chief

CORRESP
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    responsetoinquiry-32014.htm

April 17, 2014

Mr. Terence O’Brien

Accounting Branch Chief

Division of Corporate Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-7010

Re:           Matthews International Corporation

Form 10-K for the Year Ended September 30, 2013

Filed November 27, 2013

Form 10-Q for the Period Ended December 31, 2013

Filed February 5, 2014

File Number 000-09115

Dear Mr. O’Brien:

Pursuant to your request, Matthews International Corporation (“Matthews” or the “Company”) provides the following responses to the comments provided in your letter dated March 20, 2014.

Form 10-K for the Year Ended September 30, 2013

Management’s Discussion and Analysis

Results of Operations, page 19

Securities and Exchange Commission (“SEC”) Comment No. 2:

Please quantify the impact of each significant factor when multiple factors materially impact your consolidated or segment results.  For example, sales for the Graphics Imaging segment increased by $34.7 million from fiscal 2012 to fiscal 2013, which resulted principally from the acquisition of Wetzel, partially offset by lower sales volume in the segment’s principal markets due to soft economic conditions.  Please separately quantify the impact of the acquisition and the impact of lower sales volume.  Refer to Items 303(a)(3)(i) and (iii) of Regulation S-K as well as Financial Reporting Codification 501.04.

Response:

The Company acknowledges the Staff’s comment and, in future filings in which it discloses multiple factors that materially impact consolidated and segment results, will quantify, to the extent practical, the impact of each such factor.  In the example referenced in the Staff’s comment, the Company’s revised disclosure will be consistent with the following (changes are underlined):

In the Company’s Brand Solutions businesses, sales for the Graphics Imaging segment in fiscal 2013 were $294.6 million, compared to $259.9 million a year ago.  The acquisition of Wetzel Holding AG, Wetzel GmbH and certain related affiliates (collectively “Wetzel”) in November 2012 contributed $43.2 million to the segment’s sales in fiscal 2013.  The increase was partially offset by lower sales volume in the segment’s principal markets due to soft economic conditions, particularly in Europe.

SEC Comment No. 3:

You discuss the impact of unusual charges on operating profit and segment operating profit.  It appears that certain of these charges including strategic cost-structure initiatives have been incurred in multiple years.  In this regard, please clarify how you determined it was appropriate to characterize these costs as unusual.  Please see Compliance and Disclosures Interpretation 102.03 which is available on our website at http://www.sec.gov/divisions/corpfin/guidance/nongaapinterp.htm. Please also separately quantify each item that you are characterizing as unusual.

Response:

Net unusual items were $14.1 million and $7.8 million in fiscal 2013 and 2012, respectively.  In fiscal 2013, unusual items primarily included costs related to the implementation of strategic cost-reduction initiatives (including severance and other costs) (expense of $17.3 million), costs related to operational and systems improvements (expenses of $1.3 million), acquisition-related expenses, including adjustments to contingent consideration (income of $6.1 million), and a charge related to the impairment of a trade name (expense of $1.6 million).  In fiscal 2012, unusual items primarily included costs related to operational and systems improvements (expense of $3.7 million), and costs related to the implementation of strategic initiatives (including severance and other costs) (expense of $4.1 million).

These costs were incurred for specific individual projects which are expected to cover multiple periods due to the significance of the initiatives and the phased implementation across our separate business units.  At the time of the disclosure, due to the significance of the above noted amounts in fiscal 2013 and 2012, the Company determined that disclosure of these items provides readers of the Company’s financial statements a meaningful comparison of the Company’s year-over-year consolidated and segment core operating performance.  In future filings, the Company will not label these or similar items as unusual and will include the specific description of any significant items.

SEC Comment No. 4:

In regards to the strategic cost-structure initiatives, please tell us what consideration you gave as to whether these represent exit or disposal cost obligations and correspondingly whether you should provide the disclosures called for by ASC 420-10-50 and SAB Topic 5:P.4.  Please also refer to the transactions and activities covered by ASC 420-10 which are discussed in ASC 420-10-15-3 through 15-5.

Response:

During fiscal 2013, the Company’s strategic cost-structure initiatives primarily consisted of consulting fees related to the development of a “lean” manufacturing program, transition costs associated with information technology outsourcing, a strategic sourcing project and severance costs related to these initiatives.  The only portion of the costs subject to disclosure called for by ASC 420-10 is approximately $2.7 million of involuntary termination costs that were generally paid in the period that they were incurred.  Based upon the amount of the expense and the timing of the payments, the Company determined that these costs were not material and therefore the disclosure called for by ASC 420-10 was not necessary.

Financial Statements

Notes to Financial Statements

Note 2.  Summary of Significant Accounting Policies

Trade Receivables and Allowance for Doubtful Accounts, page 43

SEC Comment No. 5:

The information provided in Schedule II indicates that you have determined that $1 to $2 million of your accounts receivable have not been collectible during each year over the past three years.  Your allowance for doubtful accounts as of September 30, 2013 represents approximately five times the amount of accounts receivable determined to be uncollectible during the year ended September 30, 2013.  Please help us better understand the factors you consider in determining that your allowance for doubtful accounts is fairly stated at the end of each period.  Please tell us what consideration you give to your days sales outstanding as well as the aging of your receivables.  Please also provide us with your accounts receivable aging analysis as of September 30, 2013 and tell us how much of the accounts receivable balance as of September 30, 2013 has been subsequently collected.

Response:

As noted in Note 2. Summary of Significant Accounting Policies, “The allowance for doubtful accounts is based on an evaluation of specific customer accounts for which available facts and circumstances indicate collectability may be uncertain.  In addition, the allowance includes a reserve for all customers based on historical collection experience.”  The Company’s total allowance for doubtful accounts at September 30, 2013 was $10.0 million, or approximately five percent (5%) of the consolidated gross accounts receivable balance. The allowance for doubtful accounts reflects the Company’s estimate of probable bad debt expense based upon the inherent credit risk of the accounts receivable portfolio.  The evaluation of inherent credit risk takes into account the aging categories of the accounts receivable, as well as the markets served, including a combination of industries and geographic regions.  The Company does not generally use average days sales outstanding as a criterion in its determination of collectability or as a measure for determining the reserve.

A significant number of the Company’s memorialization customers are small businesses whose profitability can be significantly impacted by changes in death rates and the economy.  Many of these businesses may also have limited access to normal credit channels due to the specialized nature of their business assets and operations.

In recent years, domestic and global economic conditions have increased the Company’s assessment of accounts receivable portfolio risk.  Domestic credit markets remain challenging, potentially still affecting credit extended to small businesses.  The European economy has also struggled, particularly in the U.K., southern and eastern Europe, and Asia, where the Company has Cemetery Products, Cremation and Graphics Imaging businesses.  In addition, in certain of these markets extended payment terms are more prevalent, increasing the credit risk.  It is noted that the Company’s allowance for doubtful accounts over the past five years has trended with the economic recession and subsequent improvement.  The Company’s allowance for doubtful accounts peaked as of September 30, 2009 at approximately 8.3% of gross accounts receivable, and has declined in each of the subsequent years, to 6.9%, 6.1%, 6.0%, and 5.0% in fiscal 2010, 2011, 2012 and 2013, respectively.

The Company’s policy with regards to the write-off of accounts receivable is to pursue collection to the fullest extent possible before writing off an account.  Therefore, the amount of elapsed time from identifying an account subject to collection, through internal and external collection efforts (potentially including through bankruptcy proceedings) may be lengthy, and can potentially span several years.

Given the factors outlined above, we believe that our allowance for doubtful accounts is reasonable based upon the facts and financial conditions that existed at September 30, 2013.  The Company continuously monitors the ability of our customer base to adequately finance their working capital requirements as well as other developments in the economic environment impacting our customers.  As circumstances change, we will adjust our allowance for doubtful accounts accordingly.

In response to your request, of the Company’s consolidated accounts receivable, by aging category, at September 30, 2013 approximated the following:

Aging Category

Approximate Balance

Current

$141.2 million

1 – 30 days past due

25.7 million

31 – 60 days past due

8.8 million

61 – 90 days past due

5.0 million

91 – 180 days past due

11.3 million

181 – 270 days past due

1.3 million

271 – 360 days past due

1.0 million

Over 360 days past due

4.1 million

As of September 30, 2013, accounts in excess of 90 days past due totaled approximately $17.7 million, compared to the reserve balance of $10.0 million.

The Company estimates that approximately $172 million of the accounts receivable outstanding at September 30, 2013 have been collected.

Note 17.   Acquisitions, page 63

SEC Comment No. 6:

In regard to your purchases of additional interests in entities which you previously consolidated, please provide the disclosures required by ASC 810-10-50-1 A(d).  Please also refer to the example provided in ASC 810-10-55-4L regarding the presentation of purchases of subsidiary shares from noncontrolling interests.

Response:

The three transactions that were completed in fiscal 2013 related to small acquisitions that, in aggregate, represented 2.4%, 2.1% and 1.7% of the Company’s consolidated sales, operating profit and net income, respectively, for the fiscal year ended September 30, 2013.  The net cash outlay for the transactions was approximately $2.5 million and the aggregate impact on noncontrolling interest was approximately $1.7 million.  Based on the above factors, the Company determined that the transactions, individually and in the aggregate were immaterial to the Company’s consolidated financial statements taken as a whole.  The Company has generally disclosed the occurrence of immaterial acquisitions only to inform investors of the transactions.  As such, the Company did not include the disclosures in ASC 810-10-50based on materiality.

Form 10-Q for the Period Ended December 31, 2013

General

SEC Comment No. 7:

During your earnings call held on January 24, 2014, you indicated that you are currently in a legal dispute with one of your competitors in the Funeral Home Products segment.  Due to the extent of anticipated cost in connection with the litigation with this matter, you are including this expense in unusual items in fiscal 2014.  Please tell us what consideration you gave to providing disclosures related to this matter pursuant to ASC 450-20.

Response:

The legal dispute arose from a cause of action wherein the Company initially was the plaintiff, and not the defendant, in the litigation.  After the original cause of action was initiated by the Company, the defendants filed claims against the Company,  The Company continues to maintain that the counter claims are meritless and do not result in the likelihood of an adverse damage verdict.  Instead, the reference to the litigation expenses represents the costs for external counsel that are expected to continue to be significant until the litigation is concluded.  The Company has assessed the litigation and has concluded that no loss contingency was warranted pursuant to ASC 450-20.

The Company acknowledges that it is responsible for the adequacy and accuracy of the disclosure in its filings with the SEC, that the SEC Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings, and the Company may not assert Staff comments as a defense in any proceedings initiated by the Commission or any person under the federal securities laws of the United States.

Should you have any questions regarding the above matters, please contact me at 412-442-8262.

Sincerely,

/s/Steven F. Nicola

Steven F. Nicola

Chief Financial Officer

CORRESP
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    inquiryentension-32114.htm

March 21, 2014

Mr. Terence O’Brien

Accounting Branch Chief

Division of Corporate Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-7010

Re:           Matthews International Corporation

Form 10-K for the Year Ended September 30, 2013

Filed November 27, 2013

Form 10-Q for the Period Ended December 31, 2013

Filed February 5, 2014

File Number 000-09115

Dear Mr. O’Brien:

Thank you for your review of the above referenced documents filed by Matthews International Corporation (the “Company”).  The Company respectfully requests an extension of time to respond to your comments.  The reasons for this request include:

·

provide time to gather the appropriate information necessary to respond to your comments;

·

provide time for a review of your comments and our responses by PricewaterhouseCoopers, the Company’s independent registered public accounting firm; and

·

the financial staff that will be involved in gathering the information for our responses will also be involved in the Company’s fiscal second quarter financial closing process.

Accordingly, the Company respectfully requests an extension of time to April 18, 2014 to respond to your comments.

Should you have any questions regarding the above matters, please contact me at 412-442-8262.

Sincerely,

 /s/ Steven F. Nicola

Steven F. Nicola

Chief Financial Officer

March 20, 2014

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

RE: Matthews International Corporation
Form 10 -K for the Year E nded September 30, 2013
Filed November 27, 2013
Form 10 -Q for the Period Ended December 31, 2013
Filed February 5, 2014
  File No. 0-9115

Dear Mr. Nicola :

We have limited our review to only your financial statements and related disclosures and
do not intend to expand our review to other portions of your documents.  In some of our
comments, we may ask you to provide us with information so we may better unders tand your
disclosure.

Please respond to this letter within ten 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 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 the Year Ended September 30, 2013

General

1. Where a comment below requests additional discl osures or other revisions to be made, please
show us in your supplemental response what the revisions will look like.  These revisions
should be included in your future filings .

Mr. Steven F. Nicola
Matthews International Corporation
March 20, 2014
Page 2

 Management’s Discussion and Analysis

Results of Operations, page 19

2. Please quantify the impact of each significant factor when multiple factors materially impact
your consolidated or segment results.  For example, sales for the Graphics Imaging segment
increased by $34.7 million from fiscal 2012 to fiscal 2013 , which result ed principally from
the acquisition of Wetzel , partially offset by lower sales volume in the segment’s principal
markets due to soft economic conditions.  Please separately quantify the impact of the
acquisition and the impact of lower sales volume.  Refer to Items 303(a)(3)(i) and (iii) of
Regulation S -K as well as Financial Reporting Codification 501.04.

3. You discuss the impact of unusual charges on operating profit and segment operating profit.
It appears that certain of these charges including strategic  cost-structure initiatives have  been
incurred in multiple years.  In this regard, please clarify how you determined it was
appropriate to charact erize these costs as unusual .  Please see Compliance and Disclosures
Interpretation 102.03 which is available on our website at
http://www.sec.gov/divisions/corpfin/guidance/nongaapinterp.htm .  Please also separately
quantify each item that you are characterizing as unusual.

4. In rega rds to the strategic cost -structure initiatives, please tell us what consideration you gave
as to whether these represent exit or disposal cost obligations and correspondingly whether
you should provide the disclosures called for by ASC 420 -10-50 and SAB T opic 5:P.4.
Please also refer to the transactions and activities covered by ASC 420 -10 which are
discussed in ASC 420 -10-15-3 through 15 -5.

Financial Statements

Notes to the Financial Statements

Note 2.  Summary of Significant Accounting Policies

Trade Receivables and Allowance for Doubtful Accounts, page 43

5. The information provided in Schedule II indicates that you have determined  that $1 to $2
million of your accounts  receivable  have not been collectible  during each year  over the past
three years.   Your allowance for doubtful accounts  as of September 30, 2013  represents
approximately five times the amount of accounts receivable  determined to be uncollectible
during the year ended September 30, 2013.  Please help us better understand the factors you
consider in determining that your allowance for doubtful accounts is fairly stated at the end
of each period.  Please tell us what consideration you give  to your days sales outstanding as
well as  the agin g of your receivables .  Please also provide us with  your accounts receivable

Mr. Steven F. Nicola
Matthews International Corporation
March 20, 2014
Page 3

 aging analysis as of September 30, 2013 and tell u s how much of the accounts recei vable
balance as of September 30, 2013 has been subsequently collected.

Note 17.  Acquisitions, page 63

6. In regard  to your purchases of additional  interests in entities which you previously
consolidated, please provide the disclosures required by ASC 810 -10-50-1A(d).  Please also
refer to the example provided in ASC 810 -10-55-4L regarding the presentation of purchases
of subsidiary shares from nonco ntrolling interests.

Form 10 -Q for the Period Ended December 31, 2013

General

7. During your earnings call held on January 24, 2014, you indicated that you  are currently in a
legal dispute with one of your competitors in the Funeral Home Products segment .  Due to
the extent of anticipated cost in connection with the litigation with  this matter, you a re
including this expense in unusual items in fiscal 2014.   Please tell us what consideration you
gave to providing disclosures related to this matter pursuan t to ASC 450 -20.

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 the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require .  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 provide a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure 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 federal securities laws of the United States.

Mr. Steven F. Nicola
Matthews International Corporation
March 20, 2014
Page 4

 If you have any questions regarding these comments, please direct them to Nudrat Salik,
Staff Accountant, at (202) 551 -3692 or, in her absence, Al Pavot , Staff Accountant, at (202) 551 -
3738 .

       Sincerely,

       /s/ Terence O ’Brien

Terence O’Brien
       Accounting Branch Chief

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

       DIVISION OF
CORPORATION FINANCE

        March 19, 2010  Room 4631  Steven F. Nicola Chief Financial Officer Matthews International Corporation Two Northshore Center Pittsburgh, PA 15212

Re: Matthews International Corporation
 Form 10-K for the fiscal year ended September 30, 2009
 Definitive Proxy filed January 15, 2010  File No. 000-09115

Dear Mr. Nicola:

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

Sincerely,   Terence O’Brien Accounting Branch Chief

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    responsetoinquiry-22210.htm

      March 5,
2010

      Mr.
Terence O’Brien

      Accounting
Branch Chief

      Division
of Corporate Finance

      Securities
and Exchange Commission

      100 F
Street, N.E.

      Washington,
D.C. 20549-7010

      Re:           Matthews
International Corporation

      Form 10-K for the fiscal year ended
September 30, 2009

      Definitive Proxy filed January 15,
2010

      File Number 000-09115

      Dear Mr.
O’Brien:

      Thank you
for your review of the above referenced documents.  Pursuant to your
request, Matthews International Corporation (“Matthews” or the “Company”)
provides the following responses to the comments provided in your letter dated
February 22, 2010.

      Form 10-K for the fiscal
year ended September 30, 2009

      Liquidity and Capital
Resources, page 24

      Securities and Exchange
Commission (“SEC”) Comment No. 1:

      You state
on page 11 in your risk factors that you enter into contracts with several large
customers, which can obligate you to sell products at contracted prices for
extended periods of time and may limit your ability to increase prices in
response to raw material prices increases.  Please revise your
disclosure, in future filings, to discuss these contracts, quantify the amount
of sales received and costs incurred related to these contracts and the impact,
if any, these contracts have had or will have on liquidity and
operations.  Further revise your commodity price risk disclosure on
page 32 to address these contracts, your risks associated with them and how you
mitigate the risks of these contracts.

      Response:

      The
Company references this risk under “Increased Prices for Raw Materials” on page
10 and “Changes in the Distribution of the Company’s Products or the Loss of a
Large Customer” on page 11.  The discussion of this risk is more
appropriate under “Increased

      Prices
for Raw Materials” and, therefore, will be eliminated from “Changes in the
Distribution of the Company’s Products or the Loss of a Large Customer” in
future filings.  In addition, as recommended, the Company will revise
its “Commodity Price Risks” disclosure (page 32) in future filings to reference
this risk.

      In
developing this disclosure, the Company’s intention was to advise the investor
of the general risk that exists as a result of commodity cost fluctuation and
the ability to adjust selling prices to customers.  In this
environment, the Company believes that acknowledgement of this general risk is
appropriate.  The principal commodities considered in developing this
disclosure are bronze and steel, which are primarily utilized in the Company’s
Bronze and Casket segments, respectively.  On a stand-alone basis, no
similar commodity / customer pricing exposure would warrant such a disclosure
for the Company’s Cremation segment or any of the Company’s Brand Solutions
businesses.

      In the
Bronze and Casket segments, most of the Company’s more significant customer
contracts and similar arrangements provide pricing terms based on a discount
percentage from list prices.  List pricing is generally established on
an annual basis and, as such, could result in a short-term risk if commodity
costs fluctuate significantly.  To mitigate this risk on a more-timely
basis, list pricing can be adjusted more frequently.  In addition, the
Company has applied temporary price surcharges on an interim basis in prior
years, particularly in the Bronze segment.  However, in determining
whether interim price adjustments are appropriate, several significant factors
must be considered including, among others:  current economic and
market conditions, the ability to mitigate commodity cost increases through
other short-term cost control initiatives, expected reaction from customers, and
expected response from competitors.  As a result, reasonable
quantification of this risk is not feasible.  Further, for competitive
reasons, the Company does not disclose pricing arrangements with customers or
purchasing arrangements with vendors.

      As the
Company does have some limited flexibility in customer pricing and because of
the separate risks associated with hedging the aforementioned commodities, the
Company has chosen not to enter into hedging arrangements as a means to mitigate
commodity risk.  The Company does attempt to purchase additional
quantities of these metals from time-to-time when pricing is considered more
advantageous.

      Based on
the foregoing, the Company will revise its disclosures of “Increased Prices for
Raw Materials” on page 10 and “Commodity Price Risks” on page 32 in future
filings consistent with the following (changes are underlined):

      Increased Prices for Raw
Materials. The Company’s profitability is affected by the prices of
the raw materials used in the manufacture of its products.  These
prices may fluctuate based on a number of factors, including changes in supply
and demand, domestic and global economic conditions, currency exchange rates,
labor costs and fuel-

          2

      related
costs.  If suppliers increase the price of critical raw materials,
alternative sources of supply, or an alternative material, may not
exist.

      The Company has standard
selling price structures (i.e. list prices) in several of its segments, which
are reviewed for adjustment generally on an annual basis.  In
addition, the Company has established pricing terms with several of its
customers through contracts or similar arrangements.  Based on
competitive market conditions and to the extent that the Company has
established pricing
terms with customers, the Company’s ability to
immediately increase the price of its products to offset the increased
costs may be limited.  Significant raw material price increases that
cannot be mitigated by selling price increases or productivity improvements
will negatively affect the Company’s results of operations.

      Commodity Price Risks - In the
normal course of business, the Company is exposed to commodity price
fluctuations related to the purchases of certain materials and supplies (such as
bronze ingot, steel, fuel and wood) used in its manufacturing operations. The
Company obtains competitive prices for materials and supplies when
available.  In addition, based on
competitive market conditions and to the extent that the Company has established
pricing terms with customers through contracts or similar arrangements, the
Company’s ability to immediately increase the price of its products to offset
the increased costs may be limited.

      SEC Comment No.
2:

      You
disclose on page 21 that your selling and administrative costs were higher as a
result of unusual charges of $7.5 million in 2009.  Further explain
the nature of these “unusual” charges and why you believe these charges are not
likely to reoccur.  Your response and revised disclosure should also
address the increase in bad debt expense in the casket segment and increased
write off during 2009.

      Response:

      Unusual
charges included in fiscal 2009 selling and administrative expenses consisted
principally of Saueressig integration costs, bad debt expense,
termination-related expenses and costs related to operational and systems
improvements.

      Saueressig
integration costs included consulting fees incurred for assistance in the
operational integration of this acquisition (which was completed in May 2008)
into the Company’s Graphics Imaging segment.  Integration costs also
included consulting fees for initial Sarbanes-Oxley compliance work and
additional audit-related fees (for example, opening balance sheet
procedures).  Since these costs related to acquisition integration
activities, they have been identified as “unusual”.  Such costs are
not expected to re-occur for the Saueressig acquisition, but could be applicable
for future acquisitions.

          3

      As a
result of recent economic conditions, bad debt expense (particularly in the
Casket segment) was significantly higher in fiscal 2009, compared to prior
years.  This was considered “unusual” based on the Company’s
historical bad debt experience.  The increase reflected a general
deterioration in the aging of outstanding accounts receivable.  The
Company applies a consistent policy for determining the allowance for doubtful
accounts based on various aging thresholds, which was developed from
historical collection experience.    Although not likely to
continue to increase at the same pace, the term “unusual” was applied rather
than “non-recurring” or “one-time” since re-occurrence is possible if economic
conditions continue to remain unfavorable.

      Employee
termination-related expenses and other costs in connection with operational and
systems improvements reflected the Company’s reaction to the current
recession.  The principal objective of these initiatives was to better
align the cost structures of the Company’s businesses with their respective
revenue run rates.  The Company continually strives to improve its
cost structure; therefore, these costs were not identified as “non-recurring” or
“one-time”.  However, the significance of these actions in fiscal 2009
warranted disclosure to the investor as “unusual”.

      Based on
the foregoing, the Company will revise its disclosure in future filings of
“unusual” charges included in fiscal 2009 selling and administrative costs on
page 21 consistent with the following (changes are underlined):

      Selling
and administrative expenses for the year ended September 30, 2009 were
$193.8 million, compared to $190.0 million for fiscal
2008.  Consolidated selling and administrative expenses as a percent
of sales were 24.8% for the year ended September 30, 2009, compared to
23.2% last year.  The increases in costs and percentage of sales
primarily resulted from the Saueressig acquisition and unusual
charges.  Unusual charges included in fiscal 2009 selling and
administrative expenses totaled approximately $7.5 million, and consisted
principally of Saueressig integration costs, bad debt expense,
termination-related expenses and costs related to operational and system
improvements.  Saueressig integration costs
included consulting fees incurred for assistance in the operational and
financial integration into Matthews.  Bad debt expense, particularly
in the Casket segment, was significantly higher in fiscal 2009, compared to
fiscal 2008, reflecting recent economic conditions.  The increase
resulted from a general deterioration in the aging of outstanding accounts
receivable.  Employee termination-related expenses and other costs in
connection with operational and systems improvements primarily reflected the
Company’s initiatives as a result of the current recession.  The
principal objective of these initiatives is to better align the cost structures
of the Company’s businesses with their respective revenue run
rates.

          4

      SEC Comment No.
3:

      We note
your disclosure in the last paragraph on page 25 and the first two paragraphs on
page 26 that certain of your subsidiaries have credit facilities with European
banks and Italian banks.  Please tell us what consideration you have
given to publicly filing the agreement underlying these credit
facilities.

      Response:

      The
Company’s domestic revolving credit facility is its primary credit facility,
representing over 70% of consolidated outstanding borrowings and total debt
commitments at September 30, 2009.  The domestic revolving credit
facility, and subsequent amendments, have been filed as exhibits to the Form
10-K (Exhibits 10.1, 10.2, 10.3 and 10.4 to the fiscal 2009 Form
10-K).  The credit facilities with European and Italian banks in the
aggregate constitute less than 10% of total consolidated
liabilities.  In addition, the outstanding balances on these
facilities have generally been less than 10% of total outstanding
debt.  Accordingly, these facilities were not considered individually
significant and have therefore not been publicly filed.

      Note 7 – Long-term Debt,
page 46

      SEC Comment No.
4:

      We note
that you have a significant debt level and have discussed your required
financial covenants on pages 25 and 46.  However, you have not
provided an affirmative statement of whether or not you have passed these
covenants.  In future filings, please disclose if you were in
compliance with such covenants during the periods presented.  In
addition, please revise future filings to present, for your most significant
covenants, your actual ratios and other actual amounts versus the
minimum/maximum ratios/amounts permitted.  Such presentation will
allow an investor to easily understand your current status in meeting your
financial covenants.  Such disclosure should only be excluded if you
believe that the likelihood of default is remote.  Refer to Section
501.03 of the Financial Reporting Codification for guidance.

      Response:

      The
Company’s domestic credit facility includes only two financial covenants, a
leverage ratio (net indebtedness, as defined, divided by EBITDA for the latest
twelve months (“LTM”)) which must be maintained below 2.00, and an interest
coverage ratio (EBIT for the LTM divided by interest expense for the LTM) which
must be maintained above 4.00.  At September 30, 2009, the Company’s
leverage ratio was 1.44 and the interest coverage ratio was
8.35.  Based on the Company’s historical results of operations and
financial condition, the likelihood of default is considered to be
remote.  Debt covenant

          5

      compliance
is monitored quarterly and if an unfavorable trend begins to develop, the
Company will immediately reassess its disclosure relative to the
covenants.

      Note 11. Pension and Other
Postretirement plans, page 53

      SEC Comment No.
5:

      On page
53, you disclose that your plan maintains a substantial portion of its assets in
equity securities and recent market declines could affect the fair value of your
pension assets.  Given the significance of your pension assets as well
as the impact of pension funding on your overall liquidity, please revise future
filings to include a more specific and comprehensive discussion of the current
and expected future impact of the market conditions on each of the significant
estimates and assumptions used in your determination of benefit obligations,
costs and funding requirements.  In this regard, please include a
sensitivity analysis related to each of your significant assumptions based upon
reasonably likely changes.  Further explain to us the nature of the
valuation adjustment made during 2009 to your benefit obligation of $6.3 million
and fair value of plan assets of $6.0 million.  Similar revisions
should be made to your critical accounting policy disclosure.  Refer
to FRC 501.14.

      Response:

      The
Company will expand its discussion of market conditions impacting its pension
obligations as recommended.  The most important of these factors
include the valuation of pension plan assets, the discount rate and the
estimated return on plan assets.  The return on plan assets is
currently based upon projections provided by the Company’s independent
investment advisor, considering the investment policy of the plan and the plan’s
asset allocation.  The fair value of plan assets and discount rate are
“point-in-time” measures, and the recent volatility of the debt and equity
markets makes estimating future changes in fair value of plan assets and
discount rates more challenging.  In future filings, the Company will
provide a sensitivity analysis in “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” of the effects of changes in each
of the pension plan assumptions based upon a percentage change for each of the
assumptions (e.g., one percentage point change in the discount rate, five
percent change in the fair value of plan assets, one pe

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

       DIVISION OF
CORPORATION FINANCE

        February 22, 2010  Room 4631  Steven F. Nicola Chief Financial Officer Matthews International Corporation Two Northshore Center Pittsburgh, PA 15212

Re: Matthews International Corporation
 Form 10-K for the fiscal year ended September 30, 2009
 Definitive Proxy filed January 15, 2010  File No. 000-09115

Dear Mr. Nicola:

We have reviewed the above referenced filing and have the following comments.
Please note that we have limited our review  to the matters addr essed in the comments
below.  We may ask you to provide us with  supplemental information so we may better
understand your disclosure.  Please be as detail ed as necessary in your explanation.  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 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 fiscal year ended September 30, 2009

Liquidity and Capital Resources, page 24

1. You state on page 11 in your risk factors th at you enter into contracts with several
large customers, which can obligate you to sell products at contracted prices for
extended periods of time and may limit your ability to increase prices in response
to raw material prices increases.  Please re vise your disclosure, in future filings, to
discuss these contracts, quantify the amount  of sales received and costs incurred
related to these contracts a nd the impact, if any, these contracts have had or will
have on liquidity and operations.  Furt her revise your commodity price risk

Steven F. Nicola
Matthews International Corporation
February 22, 2010 Page 2
disclosure on page 32 to address these c ontracts, your risks associated with them
and how you mitigate the risk s of these contracts.

2. You disclose on page 21 that your selling and administrative costs were higher as
a result of unusual charges of $7.5 million in 2009.  Further explain the nature of
these “unusual” charges and why you believe these charges are not likely to reoccur.  Your response and revised disclosure should also address th e increase in
bad debt expense in the casket segment and increased write offs during 2009.

3. We note your disclosure in the last paragraph on page 25 and the first two
paragraphs on page 26 that ce rtain of your subsidiaries have credit facilities with
European banks and Italian banks.  Pleas e tell us what consideration you have
given to publicly filing the agreements underlying these credit facilities.
 Note 7 - Long-term Debt, page 46

4. We note that you have a significant debt level and have discussed your required
financial covenants on pages 25 and 46.  However, you have not provided an
affirmative statement of whether or no t you have passed these covenants. In
future filings, please disclose if you we re in compliance with such covenants
during the periods presented. In addition, pl ease revise future filings to present,
for your most significant covenants, your  actual ratios and other actual amounts
versus the minimum/maximum ratios/amounts permitted. Such presentation will allow an investor to easily understand  your current status in meeting your
financial covenants. Such disclosure s hould only be excluded if you believe that
the likelihood of default is remote. Refer to Section 501.03 of the Financial Reporting Codification for guidance.

Note 11. Pension and Other Postretirement plans, page 53

5. On page 53, you disclose that your plan maintains a substantial portion of its
assets in equity securities and recent market declines could affect the fair value of
your pension assets. Given the significance of  your pension assets as well as the
impact of pension funding on your overall li quidity, please revise future filings to
include a more specific and comprehensiv e discussion of the current and expected
future impact of the market conditions on each of the significant estimates and assumptions used in your determination of benefit obligations, costs and funding
requirements. In this regard, please include a sensitivity analysis related to each of your significant assumptions based u pon reasonably likely changes. Further
explain to us the nature of the valu ation adjustment made during 2009 to your
benefit obligation of $6.3 million and fair  value of plan assets of $6.0 million.
Similar revisions should be made to your  critical accounting policy disclosure.
Refer to FRC 501.14.

Steven F. Nicola
Matthews International Corporation
February 22, 2010 Page 3  Exhibits 10.1, 10.2, 10.3 and 10.4

6. We note that the Loan Agreement governi ng the credit facility and corresponding
amendments to the Loan Agreement eith er do not contain all of the schedules
and/or exhibits or contain incomplete copi es of the schedules and exhibits.  Please
file a complete copy of each agreement, including all schedules and exhibits, with
your next Exchange Act report.

Definitive Proxy Statement on Schedule 14A

Stock Ownership, page 11
Stock Ownership Guidelines, page 12 and page 20

7. In future filings, please disclose the curre nt status of your directors’ and named
executive officers’ performance with resp ect to satisfying their applicable stock
ownership guidelines.

Compensation Discussion and Analysis, page 13
Compensation Philosophy, page 13

8. We note your disclosure in the first paragraph on page 15.  You state that while
the company targets similar companies in the industrial/man ufacturing industry,
the company does not use a set of companies for comparison when developing compensation levels.  With a view towards disclosure in future filings, please tell us more about how the committee used this information in connection with the compensation decisions that were made for the named executive officers for 2009.  For example, how did the committee determine the medians used for base salary determinations and restricted shares awar ds for 2009?   Please note that the use of
survey data about compensation practices at other companies in connection with
the process of setting compensation for your named executive officers constitutes
benchmarking for purposes of Item 402(b )(2)(xiv) of Regulation S-K.  Please
refer to Item 402(b)(2)(xiv) of Regul ation S-K and Question 118.05 of the
Compliance and Disclosure Interpretati ons of the staff of the Division of
Corporation Finance concerning Item 402 of Regulation S-K, which can be found
on our website.

Steven F. Nicola
Matthews International Corporation
February 22, 2010 Page 4  Base Salaries, page 15

9. We note your disclosure that “[a]ctual ba se salaries of all of the NEOs are
currently below their respective “mid-poi nts”, except for Mr. Schwarz, who is
paid is excess of his relative “mid- point”.”  With a view towards future
disclosure, please tell us where the 2009 base salary for each named executive officer fell with respect to the targeted  median (i.e., what were the actual
percentiles of the 2009 salaries rela tive to the targeted medians?).

10. With respect to the annual individual performance evaluations of your named
executive officers, we note your disclosure  that “[a]n overall score is assessed to
each individual from these evaluations and is an important element in determining annual adjustments to base salaries.”  With a view towards future disclosure,
please tell us what impact these ev aluations had on the 2009 base salary
adjustment received by each named executive officer.  In this regard, we note, for
example, that Mr. Bartolacci’s report ed base salary increased by $76,577, or
approximately 15%.
 Potential Payments upon Termination or Change in Control, page 28

11. In future filings, for each named executiv e officer please add to  the table showing
the benefits that would have been receiv ed a new row that shows the total of the
amounts in the various columns.

As appropriate, please respond to these comm ents within 10 business days or tell us
when you will provide us with a response.  Please submit all correspondence and supplemental materials on EDGAR as required by Rule 101 of Regulation S-T.  Detailed
cover letters greatly facilitate  our review.  Please understand that we may have additional
comments after reviewing your responses to our comments.

  We urge all persons who are responsi ble for the accuracy an d 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 the
filing;
‚ staff comments or changes to disclosure  in response to staff comments do not

Steven F. Nicola
Matthews International Corporation February 22, 2010 Page 5
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 advise d that the Division of Enfo rcement 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 direct questions on accounting co mments to Melissa N. Rocha, Staff
Accountant, at (202) 551-3854, Al  Pavot, Senior Accountant, at (202) 551-3738 or me at
(202) 551-3355.  You may direct questions on other comments and disclosure issues to
Chambre Malone, Attorney, at (202) 551-3262 or Dieter King, A ttorney, at (202)551-
3338.

Sincerely,   Terence O’Brien Accounting Branch Chief

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0404

       DIVISION OF
CORPORATION FINANCE
      January 12, 2009
  Mail Stop 7010

Via U.S. mail and facsimile

      Mr. Joseph C. Bartolacci, President      and Chief Executive Officer Matthews International Corporation Two Northshore Center Pittsburgh, PA     15212-0188
Re: Matthews International Corporation
Annual Report on Form 10-K for the FYE September 30, 2007
Filed on November 27, 2007 File No. 0-09115
Dear Mr. Bartolacci:   We have completed our review of your  2007 Form 10-K and related filings and
have no further comments at this time.     If you have any further questions rega rding our review of your filings, please
direct them to Dorine H. Miller, Financial Analyst at (202) 551-3711 or, in her absence,
contact Brigitte P. Lippma nn, Reviewer at (202) 551-3713
       S i n c e r e l y ,           Pamela A. Long       A s s i s t a n t  D i r e c t o r

CORRESP
1
filename1.htm

    responsetoinquiry-92908.htm

    October
3, 2008

    Ms.
Pamela A. Long

    Assistant
Director

    Division
of Corporate Finance

    Securities
and Exchange Commission

    100 F
Street, N.E.

    Washington,
D.C. 20549-7010

    Re:           Matthews
International Corporation

    Annual Report on Form 10-K for the
Fiscal Year Ended September 30, 2007

    Filed on November 27, 2007

    File Number 0-9115

    Dear Ms.
Long:

    Thank you
for your review of the above referenced document.  Pursuant to your
request, Matthews International Corporation (“Matthews” or the “Company”)
provides the following responses to the comments provided in your letter dated
September 29, 2008.

    Securities and Exchange
Commission (“SEC”) Comment No. 1:

    Item 9A.
Controls and Procedures

    We note
your disclosure that your Chief Executive Officer and Chief Financial Officer
concluded that your disclosure controls and procedures provide reasonable
assurance that information required to be disclosed in your reports is recorded,
processed, summarized and reported within the specified time
periods.  Please confirm to us, and revise future filings to clarify,
if true, that your officers concluded that your disclosure controls and
procedures are also effective for such
purpose and
effective for
the purpose of ensuring that material information required to be in this report
is made known to management and others, as appropriate, to allow timely
decisions regarding required disclosures.  Alternatively, in future
filings you may simply conclude that your disclosure controls and procedures are
effective or ineffective, whichever the case may be.  See Exchange Act
Rule 13a-15(e).

    Response:

    With
respect to the Company’s Annual Report on Form 10-K for the year ended September
30, 2007, the Company’s Chief Executive Officer and Chief Financial Officer did
conclude that our disclosure controls and procedures were effective for the
purpose of providing reasonable assurance that information required to be
disclosed in our reports is recorded, processed, summarized and reported within
the specified time periods, and for the purpose of ensuring that material
information required to be in our reports is made known to management and
others, as appropriate, to allow timely decisions regarding required
disclosures.  We will include in future filings, beginning with the
filing of the Company’s Annual Report on Form 10-K for the year ended September
30, 2008, a conclusion as to whether controls and procedures are effective or
ineffective.

    The
Company acknowledges that it is responsible for the adequacy and accuracy of the
disclosure in its filing with the SEC, that the SEC 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 proceedings initiated by the Commission or
any person under the federal securities laws of the United States.

    Should
you have any questions regarding the above matters, please contact me at
412-442-8262.

    Sincerely,

                                    /s/ Steven F. Nicola

    Steven F. Nicola

    Chief Financial Officer

    cc:           Robert
W. McCutcheon

    Partner

    PricewaterhouseCoopers LLP

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0404

       DIVISION OF
CORPORATION FINANCE
      September 29, 2008
  Mail Stop 7010

Via U.S. mail and facsimile

      Mr. Joseph C. Bartolacci, President      and Chief Executive Officer Matthews International Corporation Two Northshore Center Pittsburgh, PA   15212-0188
Re: Matthews International Corporation
Annual Report on Form 10-K for the FYE September 30, 2007
Filed on November 27, 2007 File No. 0-09115
Dear Mr. Bartolacci:   We have limited our review of your filing to those issues we have addressed in
our comments.  In future filings, we thi nk you should revise your document in response
to these comments.  If you disagree with a comment, we will consider your explanation as to why our comment is inapplicable or a re vision 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 ma y 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 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.

Item 9A. Controls and Procedures, page 65
1. We note your disclosure that your Chie f Executive Officer and Chief Financial
Officer concluded that your disclosu re controls and procedures provide
reasonable assurance that information requi red to be disclosed in your reports is
recorded, processed, summarized and reported within the specified time periods.
Please confirm to us, and revise future filings to clarify, if true, that your officers concluded that your disclosure controls and procedures are also effective
 for such
purpose and effective  for the purpose of ensuring that material information

Mr. Joseph C. Bartolacci
Matthews International Corporation
September 29, 2008 Page 2
required to be in this report is ma de known to management and others, as
appropriate, to allow timely decision s regarding required disclosures.
Alternatively, in future filings you may simply conclude that your disclosure
controls and procedures are effective or ineffective, whichever the case may be.
See Exchange Act Rule 13a-15(e).

Closing Comments
  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.   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 required under the Securities Exch ange of 1934 and that they have provided
all information investors require for an in formed 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
the filing;

• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking a ny 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 pers on under the federal s ecurities laws of
the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.

Mr. Joseph C. Bartolacci
Matthews International Corporation September 29, 2008 Page 3    If you have any questions regarding the above comments, you may contact
Dorine H. Miller, Financial Analyst at (202) 551-3711 or, in  her absence, Brigitte P.
Lippmann, Reviewer, at (202) 551-3713.         S i n c e r e l y ,           Pamela A. Long        A s s i s t a n t  D i r e c t o r

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

Mail Stop 7010

January 30, 2006

via U.S. mail and facsimile

David M. Kelly, Chief Executive Officer
Matthews International Corporation
Two Northshore Center
Pittsburgh, PA  15212

	RE:	Matthews International Corporation
		Form 10- K for the Fiscal Year Ended September 30, 2005
		Filed December 14, 2005
		File No. 0-09115

Dear Mr. Kelly:

      We have reviewed your filings and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and do not intend to expand our review to
other
portions of your documents.  Where indicated, we think you should
revise your disclosures in future filings in response to these
comments.  If you disagree, 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 Fiscal Year Ended September 30, 2005

General
1. Given the materiality of the Milso acquisition (p. 26), please
provide us with the significance test calculations outlined in
Article
3-05(b)(2) of Regulation S-X.

Management`s Discussion and Analysis, page 19

Results of Operations, page 19
2. In future filings, please revise MD&A to clarify the reasons
for
certain material variances in segment operating results. Please
elaborate on the 2005 decline in cremation revenues given that the
cremation business is the fastest growing segment of the death
care
industry (page 6). Please identify the specific adverse business
and
competitive factors which caused the significant decline in 2005
of
Graphics Imaging profit margin. Please explain why Cloverleaf`s
operating profit margin declined from 7% in 2004 to 4% in 2005.
3. We note the disclosure on page 12 regarding the Yorktowne
merger.
It appears that the outcome of this uncertainty could possibly
have a
material impact on future operating results. MD&A disclosure is
required in future filings unless management has determined that a
material impact is not reasonably likely to occur. See Item
303(a)(3)(ii) of Regulation S-K and Section 501.02 of the
Financial
Reporting Codification.

Contractual Obligations, page 29
4. In future filings, please clarify your contractual cash
obligations
disclosure on page 29 to inform readers whether the table includes
the
interest payments required on the outstanding debt obligations.
See
Item 303(a)(5) of Regulation S-K.

*    *    *    *

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

	You may contact Tracey McKoy, Staff Accountant, at (202) 551-
3772
or, in her absence, Al Pavot (202) 551-3738, or me at (202) 551-
3255
if you have questions regarding comments on the financial
statements
and related matters.

Sincerely,

								Nili Shah
								Accounting Branch Chief

??

??

??

??

Mr. Kelly
Matthews International Corporation
January 30, 2006
Page 1

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

         DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

      Response to SEC letter regarding Matthews fiscal 2005 10K

    February
      10, 2006

    Ms.
      Nili
      Shah

    Accounting
      Branch Chief

    Division
      of Corporate Finance

    Securities
      and Exchange Commission

    100
      F
      Street, N.E.

    Washington,
      D.C. 20549-7010

    Re: Matthews
      International Corporation

    Form
      10-K
      for the Fiscal Year Ended September 30, 2005

    Filed
      December 14, 2005

    File
      Number 0-9115

    Dear
      Ms.
      Shah:

    Thank
      you
      for your review of the above referenced document. Pursuant to your request,
      Matthews International Corporation (“Matthews” or the “Company”) provides the
      following responses to the comments provided in your letter dated January 30,
      2006. To the extent applicable, we have reflected any adjustments beginning
      with
      the Form 10-Q for the quarter ended December 31, 2005, which was filed on
      February 7, 2006.

    Securities
      and Exchange Commission (“SEC”) Comment No. 1:

    General

    Given
      the
      materiality of the Milso acquisition (p. 26), please provide us with the
      significance test calculations outlined in Article 3-05(b)(2) of Regulation
      S-X.

    Response:

    The
      definition of “significant subsidiary” included in Rule 1-02(w) of Regulation
      S-X provides three tests: 1) the investment in the acquired entity exceeds
      20
      percent of the total assets of the registrant and its other subsidiaries at
      the
      end of the most recently completed fiscal year; 2) total assets of the acquired
      entity exceeds 20 percent of the total assets of the registrant and its other
      subsidiaries at the end of the most recently completed fiscal year; and 3)
      income before income taxes, extraordinary items and cumulative effect of a
      change in accounting principle of the acquired entity exceeds 20 percent of
      such
      income of the registrant and its other subsidiaries for the most recently
      completed fiscal year.

    Total
      consolidated assets of Matthews International Corporation and its subsidiaries
      (the “Company”) as of September 30, 2004, its most recent fiscal year end prior
      to the acquisition of Milso Industries (“Milso”), were $530,542,000.
      Accordingly, the 20 percent threshold for purposes of the investment test was
      $106,108,000. The purchase price for Milso consisted of initial consideration
      of
      $95,000,000, with potential additional asset purchase consideration of
      $7,500,000 contingent on the fiscal 2006 performance of the acquired operation,
      for a total potential purchase consideration of $102,000,000. Accordingly,
      the
      first test was not met.

    Consolidated
      assets of Milso as of December 31, 2004, its most recent fiscal year end prior
      to the acquisition, were $36,934,000. As noted above, 20 percent of the
      Company’s total consolidated assets were $106,108,000. Accordingly, the second
      test was not met.

    The
      Company’s consolidated income before income taxes, extraordinary items and
      cumulative effect of a change in accounting principle for the year ended
      September 30, 2004, its most recent fiscal year end prior to the acquisition
      of
      Milso, was $91,833,000. Accordingly, the 20 percent threshold for purposes
      of
      the income test was $18,367,000. Milso’s income before income taxes,
      extraordinary items and cumulative effect of a change in accounting principle
      for the year ended December 31, 2004, its most recent fiscal year end prior
      to
      the acquisition, was $13,362,000. Accordingly, the third test was not
      met.

    In
      addition, the aggregate impact of the individually insignificant businesses
      acquired during fiscal 2005 does not exceed the 50 percent threshold requirement
      of Article 3-05(b)(2)(i) of Regulation S-X.

    SEC
      Comment No. 2:

    Management’s
      Discussion and Analysis - Results of Operations

    In
      future
      filings, please revise MD&A to clarify the reasons for certain material
      variances in segment operating results. Please elaborate on the 2005 decline
      in
      cremation revenues given that the cremation business is the fastest growing
      segment of the death care industry (page 6). Please identify the specific
      adverse business and competitive factors which caused the significant decline
      in
      2005 of Graphics Imaging profit margin. Please explain why Cloverleaf’s
      operating profit margin declined from 7% in 2004 to 4% in 2005.

    Response:

    Although
      the cremation market is considered to be the fastest growing segment of the
      death care industry, sales of cremation equipment (“cremators”) and cremation
      caskets may not necessarily coincide with this trend. A cremator sold to a
      funeral home, cemetery or crematory might accommodate an increase in the number
      of cremations, without the need for replacement or an additional unit. In
      addition, sales of cremators in any period can be affected by customers’ ability
      to obtain required permits and other regulatory approvals prior to consummating
      a sales transaction. With respect to the sale of cremation caskets, the types
      of
      cremation caskets sold by the Company are not used in all cremations. For
      example, many individuals choose inexpensive corrugated containers, and some
      have no cremation casket or container. As such, an increase in the cremation
      rate does not necessarily result in an increase in the market for the types
      of
      cremation caskets sold by the Company.

        2

    As
      was
      indicated in MD&A, operating profit for the Company’s Graphics Imaging
      businesses were affected by margin contraction (pricing pressure) in both
      domestic and foreign markets, which were principally a result of the competitive
      environment within these markets. Additionally, in order to expand its domestic
      business in the primary packaging markets, the Company made investments
      (incurred expenses) in order to develop new domestic graphics customers during
      fiscal 2005. Both of these factors contributed to the decline in profit margins
      during fiscal 2005.

    Cloverleaf’s
      operating profit margin for fiscal 2004 reflected operations from its
      acquisition in July 2004 through September 30, 2004, while the fiscal 2005
      results reflected a full year of activity. As a result, comparability of margins
      and identification of trends was not reasonably possible as the operating
      results for a period of less than one quarter in fiscal 2004 were not
      necessarily indicative of expected results for a full year.

    We
      agree
      with the position of the SEC staff, and the Company will continue to review
      disclosures surrounding underlying trends and events that have caused
      fluctuations in certain financial statement line items and segment results.
      To
      the extent specific trends are identifiable and quantifiable, the Company will
      incorporate disclosures relative to the effects of such items in future filings.

    SEC
      Comment No. 3:

    Management’s
      Discussion and Analysis - Results of Operations

    We
      note
      the disclosure on page 12 regarding the Yorktowne merger. It appears that the
      outcome of this uncertainty could possibly have a material impact on future
      operating results. MD&A disclosure is required in future filings unless
      management has determined that a material impact is not reasonably likely to
      occur. See Item 303(a)(3)(ii) of Regulation S-K and Section 501.02 of the
      Financial Reporting Codification.

    Response:

    Based
      on
      the current status of the potential Yorktowne merger, the Company does not
      currently believe that the effects of a potential unfavorable outcome of the
      above noted uncertainty will have a material impact on the Company’s
      consolidated results of operations or financial position. The Company will
      continue to assess the potential impact of the Yorktowne merger and any related
      developments, if any, as they occur, to ensure appropriate disclosures are
      made
      in future filings, as appropriate.

        3

    SEC
      Comment No. 4:

    Contractual
      Obligations

    In
      future
      filings, please clarify your contractual cash obligations disclosure on page
      29
      to inform readers whether the table includes the interest payments required
      on
      the outstanding debt obligations. See Item 303(a)(5) of Regulation
      S-K.

    Response:

    In
      future
      filings the Company will clarify in a footnote that the amounts included in
      the
      contractual obligations disclosure include contractual principal payment
      requirements on outstanding loans, that interest expense on a significant
      portion of the outstanding loans is at variable rates, and provide an indicator
      of those variable rates as of the latest balance sheet date.

    The
      Company acknowledges that it is responsible for the adequacy and accuracy of
      the
      disclosure in it filings with the SEC, that the SEC 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 proceedings initiated by the Commission
      or
      any person under the federal securities laws of the United States.

    Should
      you have any questions regarding the above matters, please contact the Company’s
      Chief Financial Officer, Steven F. Nicola, at 412-442-8262.

    Sincerely,

    Steven
      F.
      Nicola

    Chief
      Financial Officer

    cc: Robert
      W.
      McCutcheon

    Partner

    PricewaterhouseCoopers
      LLP

        4