United States securities and exchange commission logo





                              April 12, 2024

       Bryan M. Hackworth
       Chief Financial Officer
       Universal Electronics Inc.
       15147 N. Scottsdale Road, Suite H300
       Scottsdale, AZ 85254-2494

                                                        Re: Universal
Electronics Inc.
                                                            Form 10-K for the
Fiscal Year Ended December 31, 2023
                                                            Form 8-K Furnished
February 15, 2024
                                                            File No. 0-21044

       Dear Bryan M. Hackworth:

              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 December 31, 2023

       Management's Discussion and Analysis of Financial Condition and Results
of Operations
       Results of Operations, page 35

   1.                                                   Where you describe two
or more business reasons that contributed to a material change in
                                                        a financial statement
line item between periods, please quantify, where possible, the extent
                                                        to which each factor
contributed to the overall change in that line item, including any
                                                        offsetting factors. For
example, we note that you attribute the annual change in gross
                                                        profit to multiple
unquantified factors. When you discuss sales fluctuations, also
                                                        specifically describe
the extent to which changes are attributable to changes in prices,
                                                        such as the sales price
increases referenced on page 31, or to changes in the volume or
                                                        amount of goods or
services being sold or to the introduction of new products or
                                                        services. In addition,
where you identify intermediate causes of changes in your operating
                                                        results, also describe
the reasons underlying the intermediate causes. As an example, you
                                                        disclose that the
decline in net sales was primarily due to lower customer demand in your
                                                        home entertainment
channel without providing additional context. Ensure you explain in
 Bryan M. Hackworth
FirstName   LastNameBryan
Universal Electronics  Inc. M. Hackworth
Comapany
April       NameUniversal Electronics Inc.
       12, 2024
April 212, 2024 Page 2
Page
FirstName LastName
         sufficient detail the reasons driving such changes and that your
overall revised disclosures
         assist in satisfying the requirements of Item 303(a)-(b) of Regulation
S-K and the three
         principal objectives of MD&A, as noted in SEC Release No. 33-8350:

                to provide a narrative explanation of a company   s financial
statements that enables
              investors to see the company through the eyes of management;

                to enhance the overall financial disclosure and provide the
context within which
              financial information should be analyzed; and

                to provide information about the quality of, and potential
variability of, a company   s
              earnings and cash flow, so that investors can ascertain the
likelihood that past
              performance is indicative of future performance
2.       We note your disclosures, including on pages 19 and 31, regarding
increases in various
         costs, such as component, materials, logistic, labor and borrowing
costs, as well as
         additional tariffs on certain goods imported from China. Please revise
your disclosures in
         future filings to expand upon the principal factors contributing to
your inflationary
         pressures, the specific actions planned or taken, if any, to mitigate
the inflationary
         pressures, and to quantify the resulting impact on your results of
operations and financial
         condition.
Note 2 - Summary of Significant Accounting Policies
Revenue Recognition, page 49

3.       We note that you recognize revenue related to products, services, and
royalties. We
         further note your disclosure on page 3 that your products serve
various sales channels
         and industries, such as consumer electronics, climate control, and
safety and home
         automation, and your disclosure on page 48 that your chief operating
decision maker
         reviews disaggregated revenues. Please tell us how you considered
providing
         disaggregated revenue disclosures of such categories pursuant to ASC
606-10-50-5 and
         ASC 606-10-55-89 through 55-91. If you believe your current
disclosures fully comply
         with such guidance, further clarify how your disclosures comply with
the product and
         services disclosure requirement of ASC 280-10-50-40. As part of your
response, ensure
         you tell us the specific revenue categories included in the
information regularly provided
         to your chief operating decision maker.
Note 10 - Income Taxes, page 64

4.       Please address the following comments related to your tax rate
reconciliation on page 66:

                Tell us and consider disclosing the nature of the "Distribution
of previously taxed
              foreign earnings and profits" and "Foreign participation
exemption" line items.

                Tell us the nature of the items included within the    Foreign
tax rate differential    line
 Bryan M. Hackworth
FirstName   LastNameBryan
Universal Electronics  Inc. M. Hackworth
Comapany
April       NameUniversal Electronics Inc.
       12, 2024
April 312, 2024 Page 3
Page
FirstName LastName
              item. If this line item includes amounts that do not relate to
the difference in tax rates
              between foreign and domestic operations, please segregate this
line item into
              additional categories. If a particular country contributes
disproportionately to your
              income based on significantly lower tax rates, provide additional
disclosure in
              MD&A regarding the impact such tax structures had on your
results.
Note 13 - Commitments and Contingencies
Product Warranties, page 69

5.       Please tell us why activity in your product warranty liability
rollforward has significantly
         decreased since fiscal year 2021, including no activity during fiscal
year 2023.
Form 8-K Furnished February 15, 2024

Exhibit 99 - Reconciliation of Adjusted Non-GAAP Financial Results, page 7

6.       Please address the following comments related to your non-GAAP
measures:

                We note your non-GAAP adjustments for    Excess manufacturing
overhead and
              factory transition costs" and "Litigation costs." Tell us the
specific nature of the items
              included within these line items. Explain how you concluded that
they are not
              normal, recurring, cash operating expenses of your business and
why eliminating
              them within your non-GAAP financial measures is meaningful and
appropriate. In
              doing so, ensure you explain in sufficient detail how you
determine the costs that
              should and should not be included within "Excess manufacturing
overhead and
              factory transition costs" and why you consider the legal costs to
be "non-recurring."
              Specifically provide us with the frequency and amounts of
litigation cost non-GAAP
              adjustments made in prior periods. Refer to Question 100.01 of
the Non-GAAP
              Financial Measures Compliance and Disclosure Interpretations
("Non-GAAP
              C&DIs").

                We note that the line item "Adjustments to acquired tangible
assets" eliminates
              "depreciation related to the mark-up from cost to fair value of
fixed assets acquired in
              business combinations." Tell us how you determined the adjustment
does not result in
              an individually tailored measure pursuant to the guidance in
Question 100.0 of the
              Non-GAAP C&DIs.

       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.
 Bryan M. Hackworth
Universal Electronics Inc.
April 12, 2024
Page 4

       Please contact Andrew Blume at 202-551-3254 or Kevin Woody at
202-551-3629 with
any questions.



FirstName LastNameBryan M. Hackworth                  Sincerely,
Comapany NameUniversal Electronics Inc.
                                                      Division of Corporation
Finance
April 12, 2024 Page 4                                 Office of Manufacturing
FirstName LastName