SEC Comment Letter 0000000000-24-002861 to UL Solutions Inc. (ULS)
UL Solutions Inc.
Date: March 15, 2024 · CIK: 0001901440 · Accession: 0000000000-24-002861
AI Filing Summary & Sentiment
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File numbers found in text: 333-275468
Letter
United States securities and exchange commission logo March 15, 2024 Jennifer F. Scanlon President and Chief Executive Officer UL Solutions Inc. 333 Pfingsten Road Northbrook, Illinois 60062 Re:UL Solutions Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed February 29, 2024 File No. 333-275468 Dear Jennifer F. Scanlon: We have reviewed your amended registration statement and have the following comment(s). Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our October 25, 2023 letter. Registration Statement on Form S-1 Non-GAAP Financial Measures, page 111 1.We note your presentation of Adjusted EBITDA margin for each segment. Please balance each non-GAAP measure with the most directly comparable GAAP margin in accordance with Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10(a) of the Compliance and Disclosure Interpretations for Non-GAAP Financial Measures.
FirstName LastNameJennifer F. Scanlon Comapany NameUL Solutions Inc. March 15, 2024 Page 2 FirstName LastName Jennifer F. Scanlon UL Solutions Inc. March 15, 2024 Page 2 Please contact Keira Nakada at 202-551-3659 or Theresa Brillant at 202-551-3307 if you have questions regarding comments on the financial statements and related matters. Please contact Alyssa Wall at 202-551-8106 or Mara Ransom at 202-551-3264 with any other questions. Sincerely, Division of Corporation Finance Office of Trade & Services cc: Cathy A. Birkeland, Esq.
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United States securities and exchange commission logo
March 15, 2024
Jennifer F. Scanlon
President and Chief Executive Officer
UL Solutions Inc.
333 Pfingsten Road
Northbrook, Illinois 60062
Re:UL Solutions Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed February 29, 2024
File No. 333-275468
Dear Jennifer F. Scanlon:
We have reviewed your amended registration statement and have the following
comment(s).
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our October 25, 2023 letter.
Registration Statement on Form S-1
Non-GAAP Financial Measures, page 111
1.We note your presentation of Adjusted EBITDA margin for each segment. Please balance
each non-GAAP measure with the most directly comparable GAAP margin in accordance
with Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10(a) of the Compliance and
Disclosure Interpretations for Non-GAAP Financial Measures.
FirstName LastNameJennifer F. Scanlon
Comapany NameUL Solutions Inc.
March 15, 2024 Page 2
FirstName LastName
Jennifer F. Scanlon
UL Solutions Inc.
March 15, 2024
Page 2
Please contact Keira Nakada at 202-551-3659 or Theresa Brillant at 202-551-3307 if you
have questions regarding comments on the financial statements and related matters. Please
contact Alyssa Wall at 202-551-8106 or Mara Ransom at 202-551-3264 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc: Cathy A. Birkeland, Esq.