SecProbe.io

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 Document UL SOLUTIONS INC. 333 Pfingsten Road Northbrook, Illinois 60062 August 12, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-6010 Re: UL Solutions Inc. Registration Statement on Form S-4 (File No. 333-289279) Request for Acceleration of Effective Date To the addressee set forth above: In accordance with Rule 461 under the Securities Act of 1933, as amended, UL Solutions Inc. (the “ Company ”) hereby requests acceleration of the effective date of the above-referenced Registration Statement on Form S-4 (the “ Registration Statement ”). The Company respectfully requests that the Registration Statement become effective as of 4:00 p.m., Eastern Time, on August 14, 2025, or as soon as practicable thereafter, or at such other time as the Company or its legal counsel may request by telephone to the staff of the Division of Corporation Finance of the Securities and Exchange Commission. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling Cathy Birkeland at (312) 876-7681. There are no underwriters in connection with the registration and, therefore, no request for acceleration or consent by an underwriter has been filed herewith. Thank you for your assistance in this matter. [ Signature page follows ] Sincerely, UL Solutions Inc. By: /s/ Ryan D. Robinson Name: Ryan D. Robinson Title: Executive Vice President and Chief Financial Officer cc: Jennifer F. Scanlon, UL Solutions Inc. Scott L. D’Angelo, UL Solutions Inc. Cathy A. Birkeland, Latham & Watkins LLP Christopher D. Lueking, Latham & Watkins LLP Roderick O. Branch, Latham & Watkins LLP [ Signature Page to Acceleration Request ]

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 11, 2025

Ryan Robinson
Executive Vice President and Chief Financial Officer
UL Solutions Inc.
333 Pfingsten Road
Northbrook, Illinois 60062

 Re: UL Solutions Inc.
 Registration Statement on Form S-4
 Filed August 6, 2025
 File No. 333-289279
Dear Ryan Robinson:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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 Jane Park at 202-551-7439 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
cc: Roderick Branch, Esq.
</TEXT>
</DOCUMENT>

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 Document August 5, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-6010 Re: UL Solutions Inc. Registration Statement on Form S-4 To the addressee set forth above: In connection with the above-referenced registration statement on Form S-4 (the “ Registration Statement ”) filed by UL Solutions Inc., a Delaware corporation (the “ Company ”), relating to the proposed offer (the “ Exchange Offer ”) by the Company to exchange up to $300,000,000 aggregate principal amount of the Company’s 6.500% senior notes due 2028 (the “ Exchange Notes ”) and the related guarantee for up to $300,000,000 aggregate principal amount of the Company’s outstanding 6.500% senior notes due 2028 (the “ Outstanding Notes ”) and the related guarantee, I am writing to advise you supplementally that: (1) the Company is registering the Exchange Offer in reliance on the position of the staff (the “ Staff ”) of the Securities and Exchange Commission (the “ SEC ”) enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Staff’s letter to Shearman & Sterling dated July 2, 1993, and in Morgan Stanley & Co. Inc. (available June 5, 1991) and other, similar no action letters (collectively, the “ SEC No Action Letters ”); (2) the Company has not entered into any arrangement or understanding with any person to distribute the Exchange Notes and, to the best of the Company’s information and belief, each person participating in the Exchange Offer is acquiring the securities in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange Notes; (3) the Company will disclose to each person participating in the Exchange Offer, via the prospectus forming a part of the Registration Statement (the “ Prospectus ”), that: (a) any broker-dealer and any noteholder using the Prospectus to participate in a distribution of the Exchange Notes (i) cannot rely on the Staff’s position enunciated in the SEC No Action Letters and (ii) must comply with the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “ Securities Act ”), in connection with a secondary resale transaction; and (b) any broker-dealer who holds Outstanding Notes acquired for its own account as a result of market-making activities or other trading activities, and who receives Exchange Notes in exchange for such Outstanding Notes pursuant to the Exchange Offer, may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes; 1 (4) the Company acknowledges that any secondary resale transaction, as described in clause (3)(a) above, should be covered by an effective registration statement containing the selling noteholder information required by Regulation S-K; (5) the Company will include in the letter of transmittal to be executed by each tendering noteholder that elects to participate in the Exchange Offer a representation from such tendering holder to the Company that: (a) the Exchange Notes or book-entry interests therein to be acquired by such holder and any beneficial owner(s) of such Outstanding Notes or interests therein (each, a “ Beneficial Owner ”) in connection with the Exchange Offer are being acquired by such holder and any Beneficial Owner in the ordinary course of business of the holder and any Beneficial Owner(s), (b) the holder and each Beneficial Owner are not engaging and do not intend to engage in a distribution of the Exchange Notes within the meaning of the federal securities laws, (c) the holder and each Beneficial Owner have, and, at the time the exchange offer is consummated, will have, no arrangement or understanding with any person to participate, in the distribution of the Exchange Notes, (d) neither the holder nor any Beneficial Owner is an “affiliate,” as defined in Rule 405 under the Securities Act, of the Company or the guarantor of the Exchange Notes, (e) the holder and each Beneficial Owner acknowledge and agree that any person who is a broker-dealer registered under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), or is participating in the Exchange Offer for the purpose of distributing the Exchange Notes must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction of the Exchange Notes or interests therein acquired by such person and cannot rely on the position of the Staff set forth in the SEC No Action Letters, (f) the holder and each Beneficial Owner understand that a secondary resale transaction described in clause (5)(e) above and any resale of the Exchange Notes or interests therein obtained by such holder in exchange for the Outstanding Notes or interests therein originally acquired by such holder directly from the Company should be covered by an effective registration statement containing the selling securityholder information required by Item 507 or Item 508, as applicable, of Regulation S-K of the SEC, and (g) in the event such holder is a broker-dealer (whether or not it is also an “affiliate”) that will receive Exchange Notes for its own account pursuant to the Exchange Offer, the Outstanding Notes tendered in the Exchange Offer were acquired by such broker-dealer as a result of market-making activities or other trading activities, and such holder acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a Prospectus, the holder will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act; (6) the Company will commence the Exchange Offer when the Registration Statement is declared effective by the SEC; and 2 (7) the Exchange Offer will be conducted by the Company in compliance with the Exchange Act and any applicable rules and regulations thereunder. [ Signature page follows ] 3 Sincerely, UL Solutions Inc. By: /s/ Ryan Robinson /s/ Ryan Robinson Title: Executive Vice President and Chief Financial Officer [ Signature Page to Exxon Capital Letter ]

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September 3, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-6010

Attention :  Margaret Sawicki

Re:  UL Solutions Inc. (the “Company”)

  Registration Statement on Form S-1 (File No. 333-281902)

Request for Acceleration of Effective Date

Ladies and Gentlemen:

As representatives of the several underwriters of the proposed public offering of the Company’s Class A common stock by the selling stockholder, we hereby join the Company’s request that the effective date of the above-referenced Registration Statement be accelerated so that the above-referenced Registration Statement will be declared effective at 4:30 pm (ET) on September 5, 2024, or as soon thereafter as is practicable.

Pursuant to Rule 460 of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Act of 1933, as amended, we wish to advise you that we will take reasonable steps to secure adequate distribution of the preliminary prospectus to underwriters, dealers, institutions and others prior to the requested effective time of the Registration Statement.

[Remainder of Page Intentionally Left Blank]

Very truly yours,

As Representatives of the several Underwriters

Goldman Sachs & Co. LLC

By: /s/ Charlie Black

 Name: Charlie Black

 Title:   Managing Director

[Signature Page to Acceleration Request by Underwriters]

J.P. Morgan Securities LLC

By: /s/ Eugene Sohn

 Name: Eugene Sohn

 Title:   Managing Director

[Signature Page to Acceleration Request by Underwriters]

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September 3, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-6010

Attn: Margaret Sawicki

Re: UL Solutions Inc.

 Registration Statement on Form S-1, as amended (File No. 333-281902)

 Request for Acceleration of Effective Date

To the addressee set forth above:

In accordance with Rule 461 under the Securities Act of 1933, as amended, UL Solutions Inc. (the “Company”) hereby requests acceleration of the effective date of the above-referenced Registration Statement on Form S-1 (File No. 333-281902) (as amended, the “Registration Statement”). The Company respectfully requests that the Registration Statement become effective as of 4:30 p.m., Eastern Time, on September 5, 2024, or as soon as practicable thereafter, or at such other time as the Company or its legal counsel may request by telephone to the staff of the Division of Corporation Finance of the Securities and Exchange Commission. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling Cathy Birkeland at (312) 876-7681.

Thank you for your assistance in this matter.

[Signature page follows]

  Sincerely,

  UL Solutions Inc.

  By: /s/ Ryan D. Robinson

  Name: Ryan D. Robinson

  Title: Executive Vice President and Chief Financial Officer

cc: Jennifer F. Scanlon, UL Solutions Inc.

 Cathy A. Birkeland, Latham & Watkins LLP

 Christopher D. Lueking, Latham & Watkins LLP

 Alexander D. Lynch, Weil, Gotshal & Manges LLP

 Barbra J. Broudy, Weil, Gotshal & Manges LLP

[Signature Page to Acceleration Request]

August 28, 2024
Jennifer F. Scanlon
President and Chief Executive Officer
UL Solutions Inc.
333 Pfingsten Road
Northbrook, Illinois 60062
Re:UL Solutions Inc.
Draft Registration Statement on Form S-1
Submitted August 22, 2024
CIK No. 0001901440
Dear Jennifer F. Scanlon:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement no later than 48 hours prior to
the requested effective date and time. Please refer to Rules 460 and 461 regarding requests for
acceleration. 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 Margaret Sawicki at 202-551-7153 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Cathy A. Birkeland, Esq.

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April 9, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-6010

Attention:  Alyssa Wall, Mara Ransom

 Keira Nakada, Theresa Brillant

Re: UL Solutions Inc.

 Registration Statement on Form S-1, as amended (File No. 333-275468)

 Request for Acceleration of Effective Date

To the addressees set forth above:

In accordance with Rule 461 under the Securities Act of 1933, as amended, UL Solutions Inc. (the “Company”) hereby requests acceleration of the effective date of the above-referenced Registration Statement on Form S-1 (File No. 333-275468) (as amended, the “Registration Statement”). The Company respectfully requests that the Registration Statement become effective as of 4:00 p.m., Eastern Time, on April 11, 2024, or as soon as practicable thereafter, or at such other time as the Company or its legal counsel may request by telephone to the staff of the Division of Corporation Finance of the Securities and Exchange Commission. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling Cathy Birkeland at (312) 876-7681.

Thank you for your assistance in this matter.

[Signature page follows]

Sincerely,

UL Solutions Inc.

By:

 /s/ Jacqueline K. McLaughlin

Name:

 Jacqueline K. McLaughlin

Title:

 Executive Vice President and Chief Legal Officer

cc:

 Jennifer F. Scanlon, UL Solutions Inc.

 Ryan D. Robinson, UL Solutions Inc.

 Cathy A. Birkeland, Latham & Watkins LLP

 Christopher D. Lueking, Latham & Watkins LLP

 Alexa M. Berlin, Latham & Watkins LLP

 Alexander D. Lynch, Weil, Gotshal & Manges LLP

 Barbra J. Broudy, Weil, Gotshal & Manges LLP

[Signature Page to Acceleration Request by UL Solutions Inc.]

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April 9, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-6010

Attention:  Alyssa Wall, Mara Ransom

  Keira Nakada, Theresa Brillant

Re:  UL Solutions Inc. (the “Company”)

  Registration Statement on Form S-1, as amended (File No. 333-275468)

  Request for Acceleration of Effective Date

Ladies and Gentlemen:

As representatives of the several underwriters of the proposed public offering of the Company’s Class A common stock by the selling stockholder, we hereby join the Company’s request that the effective date of the above-referenced Registration Statement be accelerated so that the above-referenced Registration Statement will be declared effective at 4:00 pm (ET) on April 11, 2024, or as soon thereafter as is practicable.

Pursuant to Rule 460 of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Act of 1933, as amended, we wish to advise you that we have effected the following distribution of the Company’s Preliminary Prospectus dated April 2, 2024, through the date hereof:

Preliminary Prospectus dated April 2, 2024:

Approximately 1,600 copies to prospective underwriters, institutional investors, dealers and others.

The undersigned advise that they have complied and will continue to comply, and that they have been informed by the participating underwriters and dealers that they have complied with and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Remainder of Page Intentionally Left Blank]

Very truly yours,

As Representatives of the several Underwriters

Goldman Sachs & Co. LLC

By: /s/ Charlie Black

 Name: Charlie Black

 Title: Managing Director

[Signature Page to Acceleration Request by Underwriters]

J.P. Morgan Securities LLC

By: /s/ Caroline Cutler Osei

 Name: Caroline Cutler Osei

 Title: Vice President

[Signature Page to Acceleration Request by Underwriters]

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 330 North Wabash Avenue

Suite 2800

Chicago, Illinois  60611

Tel: +1.312.876.7700  Fax: +1.312.993.9767

www.lw.com

FIRM / AFFILIATE OFFICES

 Austin Milan

 Beijing Munich

 Boston New York

 Brussels Orange County

 Century City Paris

 Chicago Riyadh

 Dubai San Diego

 Düsseldorf San Francisco

 Frankfurt Seoul

 Hamburg Silicon Valley

 Hong Kong Singapore

 Houston Tel Aviv

 London Tokyo

 Los Angeles Washington, D.C.

 Madrid

April 2, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington, D.C. 20549-6010

Attention: Alyssa Wall, Mara Ransom

 Keira Nakada, Theresa Brillant

Re: UL Solutions Inc.

 Amendment No. 1 to Draft Registration Statement on Form S-1

 Filed on February 29, 2024

 CIK No. 0001901440

Ladies and Gentlemen:

On behalf of our client, UL Solutions Inc. (the “Company”), set forth below is the Company’s response to the comment of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in their letter dated March 15, 2024 relating to the Company’s Amendment No. 1 to the above-referenced registration statement on Form S-1 (the “Registration Statement”). Concurrently with the submission of this letter, the Company has filed Amendment No. 2 to the Registration Statement (“Amendment No. 2”), which reflects the revisions described herein and certain other updated information.

For ease of reference, the text of the comment in the Staff’s letter has been reproduced in italics herein, with the Company’s response immediately following.

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.

Response: The Company respectfully acknowledges the Staff’s comment. In response, the Company has revised the disclosure on page 116 of the Registration Statement.

April 2, 2024

Page 2

*     *     *

Should you have any comments or questions regarding the foregoing, please call me at (312) 876-7681 or e-mail me at cathy.birkeland@lw.com. Thank you in advance for your attention to this matter.

Very truly yours,

/s/ Cathy A. Birkeland

Cathy A. Birkeland

of LATHAM & WATKINS LLP

cc: Jennifer F. Scanlon,UL Solutions Inc.

 Ryan D. Robinson, UL Solutions Inc.

 Jacqueline K. McLaughlin, UL Solutions Inc.

 Christopher D. Lueking, Latham & Watkins LLP

 Alexa M. Berlin, Latham & Watkins LLP

 Alexander D. Lynch, Weil, Gotshal & Manges LLP

 Barbra J. Broudy, Weil, Gotshal & Manges LLP

2

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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 330 North Wabash Avenue

 Suite 2800

 Chicago, Illinois  60611

 Tel: +1.312.876.7700

 Fax: +1.312.993.9767

 www.lw.com

 FIRM / AFFILIATE OFFICES

 Austin Milan

 Beijing Munich

 Boston New York

 Brussels Orange County

 Century City Paris

 Chicago Riyadh

 Dubai San Diego

 Düsseldorf San Francisco

 Frankfurt Seoul

November 13, 2023

 Hamburg Shanghai

 Hong Kong Silicon Valley

 Houston Singapore

 London Tel Aviv

 Los Angeles Tokyo

 Madrid Washington, D.C.

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington, D.C. 20549-6010

Attention:     Taylor Beech, Mara Ransom

                     Keira Nakada, Theresa Brillant

Re:                UL Solutions Inc.

                     Amendment No. 8 to Draft Registration Statement on Form S-1

                     Submitted on October 10, 2023

                     CIK No. 0001901440

Ladies and Gentlemen:

On behalf of our client, UL Solutions Inc. (the “Company”), set forth below are the Company’s responses to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in their letter dated October 25, 2023 relating to the Company’s Amendment No. 8 to the above-referenced draft registration statement. Concurrently with the submission of this letter, the Company has publicly filed the registration statement on Form S-1 (the “Registration Statement”), which reflects the revisions described herein and certain other updated information.

For ease of reference, the text of the comments in the Staff’s letter has been reproduced in italics herein, with the Company’s response immediately following each numbered comment. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in Amendment No. 8.

November 13, 2023

Page 2

Risk Factors

Risks Relating to our Indebtedness, page 67

1.    Revise to eliminate redundancy in this section, as it appears you repeat some risks, and enhance your risk factor discussion to quantify the amount of indebtedness you have incurred or will incur in the near future in order to put the magnitude of these risks in context.

Response: The Company respectfully acknowledges the Staff’s comment. In response, the Company has revised the disclosure on page 67 of the Registration Statement.

Anti-takeover provisions in our governing documents…, page 79

2.    Please revise this risk factor to address the fact that from and after the Trigger Date, you will have a classified board, will not permit stockholders to act by written consent, will only permit special stockholders meetings to be called by the chairperson of your board of directors, your CEO or your board of directors, and will require a supermajority vote to amend your charter and bylaws.

Response: The Company respectfully acknowledges the Staff’s comment. In response, the Company has revised the disclosure on pages 78 and 79 of the Registration Statement.

Dilution, page 91

3.    Please ensure that “pro forma” defined herein is consistent with the “pro forma” under your capitalization disclosure on page 89.  In this regard, you reflect the net proceeds from the sale of $300 million notes, other borrowings of $200 million, and a $600 million payment of special cash dividend in your pro forma capitalization table.

Response: The Company respectfully acknowledges the Staff’s comment. In response, the Company has revised the disclosure on pages 89 and 91 of the Registration Statement.

Exhibits

4.    We note that you intend to close your offering of 6.500% senior notes due 2028 on October 20, 2023.  When available, please file the related notes, indenture, and registration rights agreement as exhibits to your registration statement, or tell us why you are not required to do so.

Response: The Company respectfully acknowledges the Staff’s comment. In response, the Company has revised the exhibit index on page II-3 of the Registration Statement.

*     *     *

2

November 13, 2023

Page 3

Should you have any comments or questions regarding the foregoing, please call me at (312) 876-7681 or e-mail me at cathy.birkeland@lw.com. Thank you in advance for your attention to this matter.

Very truly yours,

/s/ Cathy A. Birkeland

Cathy A. Birkeland

of Latham & Watkins LLP

cc:

  Jennifer F. Scanlon, UL Solutions Inc.

  Ryan D. Robinson, UL Solutions Inc.

  Jacqueline K. McLaughlin, UL Solutions Inc.

  Christopher D. Lueking, Latham & Watkins LLP

  Alexa M. Berlin, Latham & Watkins LLP

  Alexander D. Lynch, Weil, Gotshal & Manges LLP

  Barbra J. Broudy, Weil, Gotshal & Manges LLP

3

United States securities and exchange commission logo
October 25, 2023
Jennifer F. Scanlon
President and Chief Executive Officer
UL Solutions Inc.
333 Pfingsten Road
Northbrook, Illinois 60062
Re:UL Solutions Inc.
Amendment No. 8 to Draft Registration Statement on Form S-1
Submitted October 10, 2023
CIK No. 0001901440
Dear Jennifer F. Scanlon:
            We have reviewed your amended draft registration statement and have the following
comments.
            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 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 the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Amendment No. 8 to Draft Registration Statement on Form S-1
Risk Factors
Risks Relating to our Indebtedness, page 67
1.Revise to eliminate redundancy in this section, as it appears you repeat some risks, and
enhance your risk factor discussion to quantify the amount of indebtedness you have
incurred or will incur in the near future in order to put the magnitude of these risks in
context.

 FirstName LastNameJennifer F. Scanlon
 Comapany NameUL Solutions Inc.
 October 25, 2023 Page 2
 FirstName LastName
Jennifer F. Scanlon
UL Solutions Inc.
October 25, 2023
Page 2
Anti-takeover provisions in our governing documents..., page 79
2.Please revise this risk factor to address the fact that from and after the Trigger Date, you
will have a classified board, will not permit stockholders to act by written consent, will
only permit special stockholders meetings to be called by the chairperson of your board of
directors, your CEO or your board of directors, and will require a supermajority vote to
amend your charter and bylaws.
Dilution, page 91
3.Please ensure that “pro forma” defined herein is consistent with the “pro forma” under
your capitalization disclosure on page 89.  In this regard, you reflect the net proceeds from
the sale of $300 million notes, other borrowings of $200 million, and a $600 million
payment of special cash dividend in your pro forma capitalization table.
Exhibits
4.We note that you intend to close your offering of 6.500% senior notes due 2028 on
October 20, 2023.  When available, please file the related notes, indenture, and
registration rights agreement as exhibits to your registration statement, or tell us why you
are not required to do so.
            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 Taylor Beech at 202-551-4515 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.

United States securities and exchange commission logo
January 17, 2023
Jennifer F. Scanlon
President and Chief Executive Officer
UL Inc.
333 Pfingsten Road
Northbrook, Illinois 60062
Re:UL Inc.
Amendment No. 5 to Draft Registration Statement on Form S-1
Submitted December 22, 2022
CIK No. 0001901440
Dear Jennifer F. Scanlon:
            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. 5 to Draft Registration Statement on Form S-1
Risk Factors
Compliance with China's new laws, regulations and guidelines relating to data privacy..., page 39
1.We note your revised disclosure in this risk factor and your response to our prior
comments that you do not believe you or UL-CCIC are subject to CAC regulations.
Please include a statement to that effect in this risk factor and discuss the basis on which
you made that determination.

 FirstName LastNameJennifer F. Scanlon
 Comapany NameUL Inc.
 January 17, 2023 Page 2
 FirstName LastName
Jennifer F. Scanlon
UL Inc.
January 17, 2023
Page 2
Notes to the Condensed Consolidated Financial Statements
1. Significant Accounting Policies
Basis of Presentation, page F-56
2.In changing the inputs used to estimate the revenue recognition, you state that project
phase data was not previously available.  Please tell us why it was not available and the
circumstances that changed to make this data available.
            You may 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 Taylor Beech at 202-551-4515 or Jennifer López Molina at 202-551-3792 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Cathy A. Birkeland, Esq.

United States securities and exchange commission logo
August 3, 2022
Jennifer F. Scanlon
President and Chief Executive Officer
UL Inc.
333 Pfingsten Road
Northbrook, Illinois 60062
Re:UL Inc.
Amendment No. 4 to Draft Registration Statement on Form S-1
Submitted July 19, 2022
CIK No. 0001901440
Dear Ms. Scanlon:
            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. 4 to Draft Registration Statement on Form F-1 filed July 19, 2022
Risk Factors
An increase in interest rates would increase interest costs on our Credit Facility . . ., page 60
1.Please expand your discussion of interest rates to specifically identify the impact of recent
rate increases on your operations and how your business has been affected.  For example,
describe whether your borrowing costs have recently increased or are expected to increase
and your ability to pass along your increased costs to your customers.

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Management's Discussion & Analysis of Financial Condition and Results of Operations, page 80
2.We note your discussion of the potential impact of rising interest rates on operations.
Please expand your disclosures to specifically describe how increased interest rates impact
your results of operations, including:

•Changes to your pricing strategy in the near-term, including how you consider
customer sensitivity to price increases;
•Adjustments to your planned capital expenditures;
•The impact on liquidity resulting from your material variable-rate debt outstanding.

Please also expand your discussion of interest rates to describe their impact on your
financial condition, including your balance sheet.  For example, given rising rates,
describe any resulting impacts on your long-term debt, or accrued expense balances.
Expand your disclosure to describe how you are funding these additional costs.
            Please contact Taylor Beech at 202-551-4515 or Jennifer López Molina at 202-551-3792
with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Cathy A. Birkeland, Esq.

United States securities and exchange commission logo
June 2, 2022
Jennifer F. Scanlon
President and Chief Executive Officer
UL Inc.
333 Pfingsten Road
Northbrook, Illinois 60062
Re:UL Inc.
Amendment No. 3 to Draft Registration Statement on Form S-1
Submitted May 18, 2022
CIK No. 0001901440
Dear Ms. Scanlon:
            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. 3 to Draft Registration Statement on Form S-1 Submitted May 18, 2022
Management's Discussion and Analysis of Financial Condition and Results of Operations
Key Operating Metrics and Non-GAAP Financial Measures, page 82
1.We note your discussion and presentation of key operating metrics and Non-GAAP
financial measures precedes your discussion and presentation of operations on a GAAP
basis.  Please tell us your consideration of Item 10(e)(1)(i)(A) of Regulation S-K and
Question 102.10 of the Compliance and Disclosure Interpretations on Non-GAAP
Financial Measures.
COVID-19 Impact, page 86
2.We note your disclosure that you have experienced supply chain disruptions in the first

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quarter of 2022. Please discuss whether supply chain disruptions materially affect your
outlook or business goals, and revise to discuss known trends or uncertainties resulting
from mitigation efforts undertaken, if any. Explain whether any mitigation efforts
introduce new material risks, including those related to service quality or reliability.
Results of Operations, page 88
3.You disclose that "Revenue in the first quarter of 2021 was also impacted by a
ransomware attack, which resulted in disruption to our systems and our ability to service
our customers, primarily in the Consumer segment."  Please quantify the impact of the
ransomware attack on your revenue and operations.  Make conforming changes to your
risk factors, as appropriate.
            You may 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 Taylor Beech at 202-551-4515 or Katherine Bagley at 202-551-2545 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Cathy A. Birkeland, Esq.

United States securities and exchange commission logo
April 27, 2022
Jennifer F. Scanlon
President and Chief Executive Officer
UL Inc.
333 Pfingsten Road
Northbrook, Illinois 60062
Re:UL Inc.
Amendment No. 2 to Draft Registration Statement on Form S-1
Submitted April 7, 2022
CIK No. 0001901440
Dear Ms. Scanlon:
            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. 2 to Draft Registration Statement on Form S-1 Submitted April 7, 2022
Market and Industry Data, page 2
1.We note your revised disclosure on page 2 regarding your 2021 UL Brand Study, and we
reissue our prior comment 7 from our February 17, 2022 in part. Please identify
the "specified markets" on which you focused the study.
2.We note your response to comment 2, including that you have revised the disclosure that
previously referred to the leading global consulting firm and the market analysis report to
clarify that the statements are based on the Company's beliefs and estimates, and that the
statements in the filing are supported in part by the market analysis report.  Please revise
the disclosure in your filing to briefly describe the basis or assumptions underlying your
estimates of the growth of the global TIC market.  In this regard, we specifically note your

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disclosures describing the projected size of the global TIC market and outsourced TIC
market by 2024, and the related CAGR.  Please also supplementally provide us with a
copy of the market report supporting the relevant statements in the filing.  Please contact
the staff member associated with the review of this filing to discuss how to submit these
materials.
            Please contact Taylor Beech at 202-551-4515 or Katherine Bagley at 202-551-2545 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Cathy A. Birkeland, Esq.

United States securities and exchange commission logo
March 22, 2022
Jennifer F. Scanlon
President and Chief Executive Officer
UL Inc.
333 Pfingsten Road
Northbrook, Illinois 60062
Re:UL Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted March 9, 2022
CIK No. 0001901440
Dear Ms. Scanlon:
            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 Draft Registration Statement on Form S-1 Submitted March 9, 2022
Market and Industry Data, page 2
1.We note your response to our prior comment 3 regarding sources that had already taken
into account the COVID-19 pandemic.  Where you rely on sources that do not take into
account the impact of the COVID-19 pandemic in your filing, please disclose that you are
relying on such sources in each case.
2.We note your response to comment 6, and your amended disclosure that "In May 2021,
we commissioned a market analysis report, which analyzes the size, competitive
landscape and growth trajectory of the markets in which we operate, as well as other
general trends in our industry. Where we attribute information to 'a leading global
consulting firm' throughout this prospectus, such references are to the market analysis

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Page 2
report."  We also note your response that you are not permitted to name the third-party
consulting firm that prepared the report in a public filing, but we are not persuaded by
your response.  Please identify the consulting firm, and file the consent of the consulting
firm as an exhibit to your registration statement.  See Section 7 and Rule 436 of the
Securities Act.  Alternatively, please remove data from the report from the disclosure in
your filing.
Post-Employment Provisions, page 149
3.You disclose that "[t]he Company entered into a post-termination consulting arrangement
with Mr. Jesudas, which will commence upon his retirement."  Please file the agreement
as an exhibit to your registration statement.  Alternatively, please tell us why you believe
you are not required to do so.
            Please contact Taylor Beech at 202-551-4515 or Katherine Bagley at 202-551-2545 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Cathy A. Birkeland, Esq.

United States securities and exchange commission logo
February 17, 2022
Jennifer F. Scanlon
President and Chief Executive Officer
UL Inc.
333 Pfingsten Road
Northbrook, Illinois 60062
Re:UL Inc.
Draft Registration Statement on Form S-1
Submitted January 18, 2022
CIK No. 0001901440
Dear Ms. Scanlon:
            We have reviewed your 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.
Draft Registration Statement on Form S-1 Submitted January 18, 2022
Cover Page
1.Please amend your prospectus cover page to disclose, as you do on page 59, that you will
be a "controlled company" upon completion of this offering.
Prospectus Summary, page 1
2.We note your risk factor disclosure beginning on page 56 regarding the risks related to
your indebtedness.  Where you discuss your results of operations, including your revenue,
net income, and Adjusted EBITDA, please discuss and quantify your current
indebtedness.

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Market and Industry Data, page 2
3.We note your disclosure that certain sources upon which management relied "were
published before the COVID-19 pandemic and therefore do not reflect any impact of
COVID-19 on any specific market or globally, and the approach taken by certain studies
published subsequent to the outbreak of the COVID-19 pandemic may vary in terms of
how they account for or attempt to mitigate the impact of the pandemic."  Considering the
length of time that the COVID-19 pandemic has been ongoing, and given the
significant impact of the COVID-19 pandemic globally, please tell us why you believe
relying upon sources that do not reflect the COVID-19 pandemic is appropriate.
Our Company, page 4
4.Please disclose by what measure you are "a global safety science leader" (e.g., by revenue,
number of customers, etc.).
Our Competitive Strengths, page 8
5.We note your reference here and throughout your filing to "our study."  Please describe
this study, including its parameters, and the specific data from the study supporting your
statements throughout the filing.
Our Industry, page 8
6.You disclose that "[a]ccording to a leading global consulting firm, the size of the global
TIC market in 2020 is estimated to be approximately $230 billion, growing to
approximately $270 billion by 2024, representing a future CAGR of 4.0 to 4.5%."  Please
identify the consulting firm.  As appropriate, identify the sources for your disclosure
throughout the description of your industry, and throughout your filing.
7.We note your disclosure that "[a]ccording to UL studies based on data covering certain
markets across the globe from independent third-party sources, the UL brand ranked
number one out of 42 global certification brands on brand strength in 2019, and is the
most requested TIC brand mark by consumers (57% vs. 37%) according to our 2017 study
and by retailers (51% vs. 41% for the next highest brand)."  Please disclose whether these
trends have continued into more recent periods, including 2020 and 2021.  Please also
identify the "third-party sources" and "certain markets."
Summary Risk Factors, page 12
8.We note your disclosure that "[c]hanges in U.S. and Chinese regulations could have a
material adverse effect on our business, financial condition, results of operations, our
ability to raise capital and the market price of our Class A common stock."  Please
enhance the disclosure in your summary of risk factors to provide more
detail describing the regulatory, liquidity, and enforcement risks related to doing business
in China, with cross-references to the more detailed discussion of these risks in the

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prospectus. For example, specifically discuss risks arising from the legal system in China,
including risks and uncertainties regarding the enforcement of laws and that rules and
regulations in China can change quickly with little advance notice; and the risk that the
Chinese government may intervene or influence your operations in China at any time,
which could result in a material change in your operations.
Reorganization, page 14
9.Please include an organizational chart illustrating the impact of the Reorganization and
this offering on your corporate structure.
Risk Factors
"For certain of our services, we face a long selling cycle . . .", page 29
10.We note your disclosure that "[f]or certain of our services, such as in connection with our
new mobility customer operating unit, we face a long selling cycle to secure new
agreements."  Please clarify how you define and determine a "selling cycle," and what is
meant by "long."
"Our earnings and profitability may vary . . .", page 31
11.In an appropriate place in your filing, please briefly describe "time-and-materials" and
"cost-plus" agreements, including the typical terms of each.
Risks Related to Conducting Business in China, page 33
12.Revise your risk factors in this section to more specifically address the risks posed by the
UL-CCIC joint venture, which you have consolidated as a VIE, including:

•Explain whether the JV/VIE structure is used to provide investors with exposure to
foreign investment in a China-based company where Chinese law prohibits direct
foreign investment in the operating companies.  Acknowledge that Chinese
regulatory authorities could disallow this structure, which would likely result in a
material change in your operations and could result in a change in the value of the
securities you are registering for sale, including that it could cause the value of such
securities to decline;

•Disclose that investors may never hold equity interests in UL-CCIC, that UL-CCIC is
consolidated for accounting purposes but is not an entity in which the company owns
equity, describe how and why the contractual arrangements with UL-CCIC may be
less effective than direct ownership, and that the company may incur substantial costs
to enforce the terms of the arrangements. Any references to control or benefits that
accrue to you because of the arrangement with UL-CCIC should be limited to a clear
description of the conditions you have satisfied for consolidation of the JV/VIE under
U.S. GAAP. Additionally, your disclosure should clarify that you are the primary
beneficiary of UL-CCIC for accounting purposes;

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•Acknowledge that if the PRC government determines that the contractual
arrangements constituting part of the UL-CCIC joint venture do not comply with
PRC regulations, or if these regulations change or are interpreted differently in the
future, a material adverse effect on your operations may result if the determinations,
changes, or interpretations result in your inability to assert contractual control over
the assets of UL-CCIC;

•Describe how cash is transferred between UL-CCIC and the company and disclose
your intentions to distribute earnings or settle amounts owed under the JV agreement.
State whether any transfers, dividends, or distributions have been made to date
between you, UL-CCIC, or to investors, and quantify the amounts where applicable;

•Describe any restrictions on foreign exchange and your ability to transfer cash
between the company and UL-CCIC, across borders, and to U.S. investors, and any
restrictions and limitations on your ability to distribute earnings from UL-CCIC to
the company and U.S. investors as well as the ability to settle amounts owed under
the JV agreement; and

•Disclose, if true, that the JV agreement has not been tested in a court of law.
13.Given the Chinese government’s significant oversight and discretion over the conduct of
UL-CCIC's business, please revise to highlight separately the risk that the Chinese
government may intervene or influence its operations at any time, which could result in a
material change in your operations.  Address how recent statements and regulatory actions
by China’s government, such as those related to the use of variable interest entities and
data security or anti-monopoly concerns, have or may impact the company’s ability to
conduct its business.
14.Disclose each permission or approval that you and UL-CCIC are required to obtain from
Chinese authorities to operate your business.  State whether you or UL-CCIC are covered
by permissions requirements from the China Securities Regulatory Commission (CSRC),
Cyberspace Administration of China (CAC) or any other governmental agency that is
required to approve UL-CCIC's operations, and state affirmatively whether you have
received all requisite permissions or approvals and whether any permissions or approvals
have been denied.  In doing so, please address the applicability of new CAC regulations
that will go into effect on February 15 that will require internet platform operators holding
data of more than 1 million users to undergo a network security review, and the two most
recent draft regulations proposed by the CSRC. Please also describe the consequences to
you and your investors if you or UL-CCIC: (i) do not receive or maintain such
permissions or approvals, (ii) inadvertently conclude that such permissions or approvals
are not required, or (iii) applicable laws, regulations, or interpretations change and you are
required to obtain such permissions or approvals in the future.

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Risks Related to Third Parties
"Our business depends substantially on the level of our customer satisfaction . . .", page 46
15.We note your disclosure that "[o]ur customer renewal rates may decline or fluctuate as a
result of a number of factors."  Please provide your customer renewal rates for the periods
presented in the filing.
"The substantial ownership of our common stock by ULS . . .", page 58
16.Please disclose the percentage of outstanding shares that ULS must keep to continue to
control the outcome of matters submitted to shareholders for approval.
17.We note your disclosure that the interests of ULS may not coincide with the interests of
other holders of your capital stock.  Please include more detailed disclosure regarding any
conflicts of interests that may arise due to the fact that ULS and Underwriters
Laboratories are non-profit organizations.
"Conflicts of interest may arise . . .", page 60
18.We note your disclosure on page 154 regarding the corporate opportunities provision in
your Amended Charter.  Please specifically address this provision in this risk factor.
"Future sales and issuances of our Class A common stock or rights to purchase our Class A
common stock . . .", page 61
19.Please discuss the potential dilutive impact of future issuances of Class B shares and the
conversion of Class B shares into Class A shares.
"Our Amended Charter will provide that . . .", page 64
20.Please revise this risk factor to specify that there is uncertainty regarding
the enforceability of your exclusive forum provision because it does not afford the
concurrent jurisdiction provided by Section 22.
Dilution, page 72
21.Please tell us why you do not reflect the Second Special Cash dividend or the closing of
the Credit Facility in the calculation of your pro forma net tangible book value.
Dividend Policy, page 72
22.We note your disclosure that you intend to make a regular quarterly cash distribution on
your common stock and that you recently declared special dividends of an aggregate of
$1.8 billion to ULS in connection with the Reorganization.  Please disclose whether
you currently expect that comparable cash dividends will continue to be paid in the
future.  Refer to Item 201(c) of Regulation S-K.

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Management's Discussion and Analysis of Financial Condition and Results of Operations, page
75
23.We note that you highlight your customer retention rate for your largest 500 customers.
Please disclose how you calculate customer retention rate, tell us whether management
uses your customer retention rate in assessing the performance of the business, and tell us
what consideration you have given to including this metric in your discussion of key
operating metrics.
Business, page 96
24.Please revise to discuss your material suppliers.  In this regard, we note your disclosure on
page 45 that your ability to provide services to your customers and operate your global
business requires that you work with certain third-party providers, including software
vendors and network and cloud providers, and we note your disclosure on page 28 that
you currently fulfill label orders through one supplier in the United States, and any
prolonged business disruption or shutdown to one or more of their facilities or a
deterioration in your relationship with them could have a material adverse effect on your
business, financial condition and results of operations.  To the extent you have entered
into any agreements with a material supplier, please disclose the material terms of such
agreements and file the agreements as exhibits to the registration statement.
Our Industry, page 98
25.We note your disclosure that Underwriters Laboratories has developed more than 1,600
standards, which you test and certify against on a daily basis, and we also note your
disclosure that governments' and industry groups' adoption of international standards and
the setting of unique requirements continues to drive increased demand globally for your
TIC services.  To provide investors with additional context about the effects of
government standards on your business, to the extent practicable, please disclose the
breakdown of revenue generated by certifications against Underwriters
Laboratories' standards and certifications against governments' and industry groups'
standards.
Government Regulation and Compliance, page 110
26.We note your disclosure describing the regulations to which you are subject generally.
Please enhance your disclosure to discuss the specific regulations and regulatory bodies
that materially affect your business and operations.  Include a discussion of the material
effects that compliance with government regulations may have upon your capital
expenditures, earnings and competitive position.  See Item 101(c)(2)(ii) of Regulation S-
K.

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Compensation Discussion and Analysis
Primary Components of Our Executive Compensation Program, page 126
27.Please elaborate on how the relative mix of compensation awards between your CEO and
your other NEOs and across all NEOs reflects your executive compensation philosophy,
and discuss the basis for allocating compensation to each different form of award.  Refer
to Item 402(b)(2) of Regulation S-K.
2021 AEIP Awards, page 127
28.We note