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United States securities and exchange commission logo





                              May 4, 2022

       Samuel L. Hillard
       Senior Vice President and Chief Financial Officer
       Glatfelter Corporation
       4350 Congress Street, Suite 600
       Charlotte, North Carolina 28209

                                                        Re: Glatfelter
Corporation
                                                            Form 10-K for the
Fiscal Year Ended December 31, 2021
                                                            Filed February 25,
2022
                                                            File No. 001-03560

       Dear Mr. Hillard:

              We have limited our review of your filing to the 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 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 to these comments, we may have additional comments.

       Form 10-K for the Fiscal Year Ended December 31, 2021

       Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
       Results of Operations, page 16

   1.                                                   We note you present
non-GAAP financial measures that you identify as adjusted earnings
                                                        and adjusted earnings
per share. Please address the following:

                                                              Tell us and
revise your disclosures to quantify the specific cost components included
                                                            in the adjustment
identified as strategic initiatives.
                                                              Tell us and
revise your disclosures to explain why the strategic initiatives adjustment
                                                            does not appear to
require a related income tax effect.
       Adjusted EBITDA, page 23

   2.                                                   We note you present a
non-GAAP financial measure you identify as Pro Forma Adjusted
                                                        EBITDA and you also
present other financial measures, on a pro forma basis, in the
 Samuel L. Hillard
Glatfelter Corporation
May 4, 2022
Page 2
         filing. Please revise your disclosures to address the following:

                On page 1 you disclose    annual net sales approximate $1.4
billion, on a pro forma
              basis giving effect to recently completed acquisitions   .
Although disclosing pro
              forma amounts as a supplement to historical GAAP amounts may be
appropriate, it
              does not appear to us that disclosing pro forma amounts in lieu
of historical GAAP
              amounts is appropriate.
                On page 23 you present Pro Forma Adjusted EBITDA, adjusted to
include the
              historical results of the Mount Holly and Jacob Holm acquisitions
for 2021 and
              reconcile the measure to net income. Based on your disclosures,
it is not clear to us if
              the measure you present includes all adjustments required by
Article 11 of Regulation
              S-X or how you determined net income, rather than pro forma net
income, is the most
              directly comparable GAAP measure. Either eliminate the pro forma
non-GAAP
              measure from your filing or explain how you intend to revise your
presentation to
              address the concerns noted above.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Critical Accounting Policies and Estimates
Long and indefinite-lived Assets, page 26

3.       Please disclose whether you believe the estimated fair values of your
reporting
         units substantially exceed their carrying values. For any reporting
units that have
         estimated fair values that do not substantially exceed their carrying
values, please provide
         useful and meaningful information that would allow investors to better
assess the
         probability of a future goodwill impairment, including the following:

            Identify the reporting unit and quantify the amount of goodwill
allocated to the
          reporting unit.
           Disclose the percentage by which the estimated fair value exceeded
carrying value as
          of the date of the most recent impairment test.
           Disclose and discuss the specific critical assumptions used in your
fair value
          determination.
           Address the degree of uncertainty associated with your key
assumptions and disclose
          how changes in key assumptions could impact your fair value
determination.
            Describe potentialL.
FirstName LastNameSamuel      events and/or changes in circumstances that could
reasonably be
                                Hillard
          expected to negatively affect your key assumptions.
Comapany NameGlatfelter Corporation
May 4,Please refer2to Item 303(b)(3) of Regulation S-K.
       2022 Page
FirstName LastName
 Samuel L. Hillard
FirstName   LastNameSamuel L. Hillard
Glatfelter Corporation
Comapany
May  4, 2022NameGlatfelter Corporation
May 4,
Page 3 2022 Page 3
FirstName LastName
Item 8. Financial Statements
Note 2. Accounting Policies
Inventories, page 37

4.       You disclose that inventories are stated at the lower of cost or
market. Please explain to
         us, and revise your disclosures to clarify, whether you recognize
inventories at the lower
         of cost or market or at the lower of cost or net realizable value as
required by ASC 330-
         10-35-1B.



       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.

      You may contact Andi Carpenter at 202-551-3645 or Anne McConnell at
202-551-
3709 with any questions.



                                                               Sincerely,

                                                               Division of
Corporation Finance
                                                               Office of
Manufacturing
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