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United States securities and exchange commission logo





                             June 24, 2021

       Jean-Michel Ribi  ras
       Chief Executive Officer
       Sylvamo Corporation
       6400 Poplar Avenue
       Memphis, TN 38197

                                                        Re: Sylvamo Corporation
                                                            Amendment No. 1 to
the
                                                            Draft Registration
Statement on Form 10
                                                            Submitted June 15,
2021
                                                            CIK No. 0001856485

       Dear Mr. Ribi  ras:

             We have reviewed your amended draft registration statement 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 by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If 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 the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Amendment No. 1 to the Draft Registration Statement on Form 10

       Summary Historical Financial Data, page 29

   1.                                                   We note you present a
non-GAAP financial measure that you identify as Operating Cash
                                                        Flow Conversion. Please
address the following:

                                                              Revise the title
of the measure you present or explain why you believe it is
                                                            appropriate, in
this regard, we note the measure is not calculated using operating cash
                                                            flows as defined by
GAAP; and
                                                              Present the most
directly comparable GAAP measure with great prominence here and
                                                            on pages 15 and
113.
 Jean-Michel Ribi  ras
Sylvamo Corporation
June 24, 2021
Page 2
Unaudited Pro Forma Combined Financial Statements
Notes to Unaudited Pro Forma Combined Financial Statements, page 80

2.    In regard to adjustments (l), you indicate that the pro forma income tax
expense
      adjustments reflect a blended statutory tax rate of 24.3% based on
statutory rates by
      jurisdiction; however, we note your pro forma income tax adjustments
result in an income
      tax benefit of $11 million on income before income taxes of $37 million
for the year
      ended December 31, 2020. Please help us understand why you believe the
pro forma
      income tax benefit you recorded is reasonable and appropriate.
General

3.    According to the Cross-Reference Sheet Between the Items of Form 10 and
the
      Information Statement, a number of sections of the Information Statement
are not
      included in the Form 10. Please revise to specifically incorporate by
reference the
      following sections:

             The Distribution (in its entirety)
             Capitalization
             Shares Available for Future Sale (to the extent information
specific to your shares is
           not otherwise incorporated by reference, including the number of
outstanding shares
           following the distribution, whether they will trade free of
restrictions, and the number
           of restricted shares affiliates may sell)
             Where You Can Find More Information

       You may contact Ernest Greene at 202-551-3733 or Anne Mcconnell at
202-551-3709 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Jennifer Angelini at 202-551-3047 or Jay Ingram at 202-551-3397 with
any other
questions.



                                                             Sincerely,
FirstName LastNameJean-Michel Ribi  ras
                                                             Division of
Corporation Finance
Comapany NameSylvamo Corporation
                                                             Office of
Manufacturing
June 24, 2021 Page 2
cc:       Eric T. Juergens
FirstName LastName
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