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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
FORM 8-K
___________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): July 31, 2024
___________________________________
UL Solutions Inc.
(Exact name of registrant as specified in its charter)
___________________________________

Delaware
(State or other jurisdiction of
incorporation or organization)
001-42012
(Commission File Number)
27-0913800
(I.R.S. Employer Identification Number)
333 Pfingsten Rd
Northbrook, Illinois 60062
(Address of principal executive offices and zip code)
(847) 272-8800
(Registrant's telephone number, including area code)
___________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Class A Common Stock, par value $0.001 per share ULS New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company    ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐








Item 2.02. Results of Operations and Financial Condition
On July 31, 2024, UL Solutions Inc. (the “Company”) issued a press release announcing its financial results for the second quarter ended June 30, 2024. The full text of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information contained or incorporated by reference in this Item 2.02, including the press release furnished herewith as Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such a filing.
Item 7.01. Regulation FD Disclosure
On July 31, 2024, management will review a slide presentation during the Company’s fiscal 2024 second quarter earnings conference call. The presentation materials are attached hereto as Exhibit 99.2 and incorporated herein by reference. These materials may also be used by the Company at one or more subsequent conferences with analysts, investors, or other stakeholders.
The information contained in the attached presentation materials is summary information that is intended to be considered in the context of the Company’s Securities and Exchange Commission (“SEC”) filings and other public announcements. The Company undertakes no duty or obligation to publicly update or revise this information, although it may do so from time to time.
The information contained in this Item 7.01, including Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section nor shall it be deemed to be incorporated by reference into any filing under the Securities Act or Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit Number Description
104 Cover page interactive data file (embedded with the inline XBRL document)
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
UL Solutions Inc.
Date: July 31, 2024
By: /s/ Ryan D. Robinson
Ryan D. Robinson
Executive Vice President and Chief Financial Officer


EX-99.1 2 exhibit991q2ulsolutionsear.htm EX-99.1 Document

Exhibit 99.1
UL Solutions Inc. Reports Strong Second Quarter 2024 Results
Second Quarter 2024 (Comparisons to Second Quarter 2023 unless otherwise noted)1
•Strong revenue growth of 6.0% to $730 million, including 8.4% organic growth
•Net income of $106 million or, $0.50 per diluted share
•Adjusted Net Income of $94 million increased 5.6%
•Adjusted EBITDA of $173 million increased 11.6%, Adjusted EBITDA margin of 23.7% expanded 120 basis points
•Net cash provided by operating activities of $244 million and Free Cash Flow of $131 million for the first six months of 2024
•Completed upsized initial public offering at the higher end of the price range and listed on April 12th, 2024
NORTHBROOK, ILLINOIS, USA – (BUSINESS WIRE) – July 31, 2024 − UL Solutions Inc. (NYSE: ULS), a global safety science leader in independent third-party testing, inspection and certification services and related software and advisory offerings, today reported results for the second quarter ended June 30, 2024.
“This is our second quarterly earnings report as a public company and I’m pleased to once again report strong results as all of our segments, regions and service lines performed well,” said President and CEO Jennifer Scanlon. “Our revenue grew 8.4% on an organic basis and our business generated substantial cash flow. Combined with our robust balance sheet, this momentum enables ongoing investment and capital allocation aligned with megatrends impacting the world including global energy transition and sustainability.”
Scanlon continued, “We are a global leader in the Testing, Inspection and Certification business, tracing our origins back 130 years around the advent of electricity. Today we operate in over 35 industries, we continue to expand our industry-leading capabilities both organically, thanks to outstanding execution from our dedicated safety science professionals, and through targeted acquisitions.”
Chief Financial Officer Ryan Robinson added, “Tailwinds from a number of global trends are contributing to strong demand for our services and helped deliver another quarter of strong results that included organic revenue growth of 8.4%, Adjusted EBITDA of $173 million and Adjusted Diluted Earnings Per Share of $0.44. Our strong growth trajectory in the first half of 2024 puts us firmly on path to deliver on our reiterated full-year outlook. We will continue to consider prudent, accretive M&A while investing in organic growth as we look to build long-term value for all of our stakeholders.”
Second Quarter 2024 Financial Results
Revenue of $730 million compared to $689 million in the second quarter of 2023, an increase of 6.0%. Organic growth of 8.4% across all segments, led by Industrial.
Net income of $106 million compared to $99 million in the second quarter of 2023, an increase of 7.1%. Net income margin of 14.5% compared to 14.4% in the second quarter of 2023, an increase of 10 basis points.
Adjusted Net Income of $94 million compared to $89 million in the second quarter of 2023, an increase of 5.6%. Adjusted Net Income margin of 12.9% compared to 12.9% in the second quarter of 2023, as revenue gains were offset by higher compensation costs and interest expense.
Adjusted EBITDA of $173 million compared to $155 million in the second quarter of 2023, an increase of 11.6%. Adjusted EBITDA margin of 23.7% compared to 22.5% in the second quarter of 2023, an increase of 120 basis points. The margin expansion resulted from higher revenue and expense management, led by the Consumer segment.
Second Quarter 2024 Segment Performance
Industrial Segment Results
Industrial revenue of $314 million compared to $292 million in the second quarter of 2023, an increase of 7.5%, or 11.6% on an organic basis. Operating income of $85 million compared to $82 million in the second quarter of 2023. Operating income margin of 27.1% compared to 28.1% in the second quarter of 2023. Adjusted EBITDA of $97 million compared to $91 million in the second quarter of 2023, an increase of 6.6%. Adjusted EBITDA margin of 30.9% compared to 31.2% in the
1This press release includes references to non-GAAP financial measures. Please refer to “Non-GAAP Financial Measures” later in this release for the definitions of each non-GAAP financial measures presented, as well as reconciliations of these measures to their most directly comparable GAAP measures.


second quarter of 2023. Revenue and Adjusted EBITDA gains were driven by value pricing initiatives, continued demand related to electrical products, renewable energy and component certification testing, as well as increased laboratory capacity. The change in margin was primarily driven by an increase in compensation expenses related to the Company’s pre-IPO long-term incentive plans, as well as the sale of the payments testing business and due diligence related costs.
Consumer Segment Results
Consumer revenue of $322 million compared to $309 million in the second quarter of 2023, an increase of 4.2%, or 6.1% on an organic basis. Operating income of $38 million compared to $33 million in the second quarter of 2023. Operating income margin of 11.8% compared to 10.7% in the second quarter of 2023. Adjusted EBITDA of $61 million compared to $52 million in the second quarter of 2023, an increase of 17.3%. Adjusted EBITDA margin of 18.9% compared to 16.8% in the second quarter of 2023. Revenue and Adjusted EBITDA gains were driven by electromagnetic compatibility testing and improved retail demand. Margin improvement was driven by both higher revenue and higher operational efficiency.
Software and Advisory Segment Results
Software and Advisory revenue of $94 million compared to $88 million in the second quarter of 2023, an increase of 6.8%, or 5.7% on an organic basis. Operating income of $3 million compared to $2 million in the second quarter of 2023. Operating income margin of 3.2% compared to 2.3% in the second quarter of 2023. Adjusted EBITDA of $15 million compared to $12 million in the second quarter of 2023, an increase of 25.0%. Adjusted EBITDA margin of 16.0% compared to 13.6% in the second quarter of 2023. Revenue gains were driven by increased software and sustainability advisory revenue. The change in margin was primarily driven by higher revenue.
Liquidity and Capital Resources
For the first six months of 2024, the Company generated $244 million of net cash provided by operating activities, an increase from $220 million for the same period in 2023. Net cash provided by operating activities in the second quarter was impacted by lower payments related to the Company’s cash-settled stock appreciation rights.
The Company continues to make strategic capital investments in energy transition opportunities to meet increased demand, and capital expenditures were $113 million in both six months periods. Free Cash Flow for the first six months was $131 million, compared to $107 million through the second quarter of 2023.
The Company paid its first dividend as a public company of $25 million during the three months ended June 30, 2024.
As of June 30, 2024, total debt was $815 million, prior to unamortized debt issuance costs, a decrease from December 31, 2023 due to $95 million of net repayments on the Company's revolving credit facility.
The Company ended the quarter with cash and cash-equivalents of $295 million compared to $315 million at December 31, 2023.
In April 2024, the Company completed its upsized initial public offering of Class A common stock consisting entirely of secondary shares sold by the selling stockholder. UL Solutions did not sell any shares in the offering and did not receive any proceeds from the sale of the shares.
Full-Year 2024 Outlook
Our key points on 2024 outlook include:
•Reiterating mid-single digit constant currency, organic revenue growth
•Second half constant currency, organic revenue growth also expected to be in the mid-single digit range
•Reiterating Adjusted EBITDA margin improvement
•Capital expenditures expected to be 7.5 to 8.5% of revenue
•Continuing to pursue acquisitions and portfolio refinements




The Company’s 2024 outlook is based on a number of assumptions that are subject to change and many of which are outside the control of the Company. If actual results vary from these assumptions, the Company’s expectations may change. There can be no assurance that the Company will achieve the results expressed by this outlook.
Conference Call and Webcast
UL Solutions will host a conference call today at 8:30 am ET to discuss the Company’s financial results. The live webcast of the conference call and accompanying presentation materials can be accessed through the UL Solutions Investor Relations website at ir.ul.com. For those unable to access the webcast, the conference call can be accessed by dialing 877-269-7751 or 201-389-0908. An archive of the webcast will be available on the Company’s website for 30 days.
About UL Solutions
A global leader in applied safety science, UL Solutions Inc. transforms safety, security and sustainability challenges into opportunities for customers in more than 100 countries. UL Solutions Inc. delivers testing, inspection and certification services, together with software products and advisory offerings, that support our customers’ product innovation and business growth. The UL Mark serves as a recognized symbol of trust in our customers’ products and reflects an unwavering commitment to advancing our safety mission. We help our customers innovate, launch new products and services, navigate global markets and complex supply chains, and grow sustainably and responsibly into the future. Our science is your advantage.
Investors and others should note that UL Solutions intends to routinely announce material information to investors and the marketplace using SEC filings, press releases, public conference calls, webcasts and the UL Solutions Investor Relations website. We also intend to use certain social media channels as a means of disclosing information about us and our products to consumers, our customers, investors and the public on our X account (@UL_Solutions) and our LinkedIn account (@ULSolutions). The information posted on social media channels is not incorporated by reference in this press release or in any other report or document we file with the SEC. While not all of the information that the Company posts to the UL Solutions Investor Relations website or to social media accounts is of a material nature, some information could be deemed to be material. Accordingly, the Company encourages investors, the media, and others interested in UL Solutions to review the information shared on our Investor Relations website at ir.ul.com and to regularly follow our social media accounts. Users can automatically receive email alerts and information about the Company by subscribing to “Investor Email Alerts” at the bottom of the UL Solutions Investor Relations website at ir.ul.com.
Forward-Looking Statements
Certain statements in this press release, which are not historical facts, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These include statements regarding management’s objectives and the Company’s plans, strategy, outlook and future financial performance. In some cases, you can identify forward-looking statements by the use of words such as “may,” “could,” “seek,” “guidance,” “predict,” “potential,” “likely,” “believe,” “will,” “expect,” “anticipate,” “estimate,” “plan,” “intend,” “forecast,” “aim,” “objectives,” “target,” “outlook,” “guidance” and variations, or the negative, of these terms and similar expressions. Such forward-looking statements are necessarily based upon estimates and assumptions that, while management considers reasonable, are inherently uncertain.



There are many risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements made in this press release, including, but not limited to, the following: falsification of or tampering with our reports or certificates; increases in self-certification of products in industries in which we provide services or corresponding decreases in third-party certifications; any conflict of interest or perceived conflict of interest between our testing, inspection and certification services and our enterprise and advisory services; increased competition in industries in which we participate; ineffectiveness of our portfolio management techniques and strategies; adverse market conditions or adverse changes in the political, social or legal condition in the markets in which we operate; failure to effectively implement our growth strategies and initiatives; increased government regulation of industries in which we operate; adverse government actions in respect of our operations, including enforcement actions related to environmental, health and safety matters; failure to retain and increase capacity at our existing facilities or build new facilities in a timely and cost-effective manner; failure to comply with applicable laws and regulations in each jurisdiction in which we operate, including environmental laws and regulations; fluctuations in foreign currency exchange rates; imposition of or increases in customs duties and other tariffs; deterioration of relations between the United States and countries in which we operate, including China; changes in labor regulations in jurisdictions in which we operate; changes in labor relations and unionization efforts by our employees; failure to recruit, attract and retain key employees, including through the implementation of diversity, equity and inclusion initiatives, and the succession of senior management; failure to recruit, attract and retain sufficient qualified personnel to meet our customers’ needs; past and future acquisitions, joint ventures, investments and other strategic initiatives; increases in raw material prices, fuel prices and other operating costs; changes in services we deliver or products we use; inability to develop new solutions or the occurrence of defects, failures or delay with new and existing solutions; increase in uninsured losses; ineffectiveness of deficiencies in our enterprise risk management program; volatility in credit markets or changes in our credit rating; actions of our employees, agents, subcontractors, vendors and other business partners; failure to maintain relationships with our customers, vendors and business partners; consolidation of our customers and vendors; disruptions in our global supply chain; changes in access to data from external sources; pending and future litigation, including in respect of our testing, inspection and certification services; allegations concerning our failure to properly perform our offered services; changes in the regulatory environment for our industry or the industries of our customers; delays in obtaining, failure to obtain or the withdrawal or revocation of our licenses, approvals or other authorizations; changes in our accreditations, approvals, permits or delegations of authority; issues with the integrity of our data or the databases upon which we rely; failure to manage our SaaS hosting network infrastructure capacity or disruptions in such infrastructure; cybersecurity incidents and other technology disruptions; risks associated with intellectual property, including potential infringement; compliance with agreements and instruments governing our indebtedness and the incurrence of new indebtedness; interest rate increases; volatility in the price of our Class A common stock; actions taken by, and control exercised by, ULSE Inc., our parent and controlling stockholder; ineffectiveness in, or failure to maintain, our internal control over financial reporting; negative publicity or changes in industry reputation; changes in tax laws and regulations, resolution of tax disputes or imposition of audit examinations; failure to generate sufficient cash to service our indebtedness; constraints imposed on our ability to operate our business or make necessary capital investments due to our outstanding indebtedness; natural disasters and other catastrophic events, including pandemics and the rapid spread of contagious illnesses; and other risks discussed in our filings with the Securities and Exchange Commission (the “SEC”), including our Registration Statement on Form S-1, as amended (File No. 333-275468) and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, as well as other factors described from time to time in our filings with the SEC.
All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements set forth above. We caution you not to place undue reliance on any forward-looking statements, which are made only as of the date of this press release. We do not undertake or assume any obligation to update publicly any of these forward-looking statements to reflect actual results, new information or future events, changes in assumptions or changes in other factors affecting such forward-looking statements, except to the extent required by law. If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.
Non-GAAP Measures
In addition to financial measures based on accounting principles generally accepted in the United States of America (“GAAP”), this presentation includes supplemental non-GAAP financial information, including the presentation of Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Net Income, Adjusted Net Income margin, Adjusted Diluted Earnings Per Share and Free Cash Flow. Management uses non-GAAP measures in addition to GAAP measures to understand and compare operating results across periods and for forecasting and other purposes. Management believes these non-GAAP measures reflect results in a manner that enables, in some instances, more meaningful analysis of trends and facilitates comparison of results across periods. These non-GAAP financial measures have no standardized meaning presented in U.S. GAAP and may not be comparable to other similarly titled measures used by other companies due to potential differences between the companies in calculations. The use of these non-GAAP measures has limitations, and they should not be considered as substitutes for measures of financial performance and financial position as prepared in accordance with GAAP. See “Non-GAAP Financial Measures” below for definitions of these non-GAAP measures, and reconciliations to their most directly comparable GAAP measures.
Media:
Kathy Fieweger
Senior Vice President - Communications
Kathy.Fieweger@ul.com
+1 312-852-5156
Investors:
Dan Scott / Rodny Nacier, ICR Inc.
IR@ul.com


UL Solutions Inc.
Condensed Consolidated Statements of Operations
(Unaudited)

Three Months Ended
June 30,
Six Months Ended
June 30,
(in millions, except per share data) 2024 2023 2024 2023
Revenue $ 730  $ 689  $ 1,400  $ 1,318 
Cost of revenue 364  352  715  687 
Selling, general and administrative expenses 240  220  468  439 
Operating income 126  117  217  192 
Interest expense (13) (8) (28) (16)
Other income, net 21  11  18  16 
Income before income taxes 134  120  207  192 
Income tax expense 28  21  41  35 
Net income 106  99  166  157 
Less: net income attributable to non-controlling interests
Net income attributable to stockholders of UL Solutions $ 101  $ 94  $ 157  $ 149 
Earnings per common share:
Basic $ 0.51  $ 0.47  $ 0.79  $ 0.75 
Diluted $ 0.50  $ 0.47  $ 0.78  $ 0.75 
Weighted average common shares outstanding:
Basic 200  200  200  200 
Diluted 201  200  201  200 

5



UL Solutions Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
(in millions, except per share data) June 30, 2024 December 31, 2023
Assets
Current assets:
Cash and cash equivalents $ 295  $ 315 
Accounts receivable, net 381  362 
Contract assets, net 206  179 
Other current assets 75  97 
Total current assets 957  953 
Property, plant and equipment, net 554  555 
Goodwill 628  623 
Intangible assets, net 63  72 
Operating lease right-of-use assets 145  151 
Deferred income taxes 118  110 
Capitalized software, net 135  139 
Other assets 142  133 
Total Assets $ 2,742  $ 2,736 
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable $ 134  $ 169 
Accrued compensation and benefits 171  281 
Operating lease liabilities - current 36  39 
Contract liabilities 317  162 
Other current liabilities 82  58 
Total current liabilities 740  709 
Long-term debt 785  904 
Pension and postretirement benefit plans 223  232 
Operating lease liabilities 117  120 
Other liabilities 91  93 
Total Liabilities 1,956  2,058 
Total Stockholders’ Equity 786  678 
Total Liabilities and Stockholders’ Equity $ 2,742  $ 2,736 

6



UL Solutions Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
Six Months Ended June 30,
(in millions) 2024 2023
Operating activities
Net cash flows provided by operating activities $ 244  $ 220 
Investing activities
Capital expenditures (113) (113)
Acquisitions, net of cash acquired (10) (1)
Proceeds from divestitures 30 
Other investing activities, net —  25 
Net cash flows used in investing activities (93) (85)
Financing activities
Repayments of long-term debt, net (95) — 
Dividends to stockholders of UL Solutions (50) (40)
Dividend to non-controlling interest (15) — 
Other financing activities, net
Net cash flows used in financing activities (159) (39)
Effect of exchange rate changes on cash and cash equivalents (12) (5)
Net (decrease) increase in cash and cash equivalents (20) 91 
Cash and cash equivalents
Beginning of period 315  322 
End of period $ 295  $ 413 


7



UL Solutions Inc.
Supplemental Financial Information
Revenue by Major Service Category and Revenue Growth Components
(Unaudited)
Revenue by Major Service Category Three Months Ended
June 30,
Six Months Ended
June 30,
(in millions) 2024 2023 2024 2023
Certification Testing $ 203  $ 188  $ 379  $ 349 
Ongoing Certification Services 234  217  467  436 
Non-certification Testing and Other Services 225  216  419  398 
Software 68  68  135  135 
Total $ 730  $ 689  $ 1,400  $ 1,318 
Revenue Change Components Three Months Ended June 30, 2024
(in millions)
Organic1
Acquisition2
FX3
Total Organic % Change Total % Change
Revenue change
Industrial $ 34  $ (7) $ (5) $ 22  11.6  % 7.5  %
Consumer 19  —  (6) 13  6.1  % 4.2  %
Software and Advisory —  5.7  % 6.8  %
Total $ 58  $ (6) $ (11) $ 41  8.4  % 6.0  %
Revenue Change Components Six Months Ended June 30, 2024
(in millions)
Organic1
Acquisition2
FX3
Total Organic % Change Total % Change
Revenue change
Industrial $ 61  $ (6) $ (8) $ 47  10.9  % 8.4  %
Consumer 35  (1) (10) 24  6.0  % 4.1  %
Software and Advisory —  11  5.2  % 6.4  %
Total $ 105  $ (5) $ (18) $ 82  8.0  % 6.2  %
_________
1.Organic reflects revenue change in a given period excluding Acquisition and FX in that same period, expressed in dollars or as a percentage of revenue in the prior period.
2.Acquisition is calculated as revenue change in a given period related to acquisitions or disposals of businesses using prior period exchange rates, expressed in dollars or as a percentage of revenue in the prior period. Revenues from an acquisition or disposal are measured as Acquisition for the initial twelve month period following the acquisition or disposal date. Subsequently, the revenue impact from the acquired or disposed business is measured as Organic.
3.FX reflects the impact that foreign currency exchange rates have on revenue in a given period, expressed in dollars or as a percentage of revenue in the prior period. The Company uses constant currency to calculate the FX impact on revenue in a given period by translating current period revenues at prior period exchange rates, expressed as a percentage of revenue in the prior period.


8



UL Solutions Inc.
Supplemental Financial Information
Non-GAAP Measures
(Unaudited)

Non-GAAP Financial Measures
In addition to financial measures determined in accordance with GAAP, the Company considers a variety of financial and operating measures in assessing the performance of its business. The key non-GAAP measures the Company uses are Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Net Income, Adjusted Net Income margin, Adjusted Diluted Earnings Per Share and Free Cash Flow, which management believes provide useful information to investors. These measures are not financial measures calculated in accordance with GAAP and should not be considered as a substitute for net income, operating income, diluted earnings per share, net cash provided by operating activities or any other measure calculated in accordance with GAAP, and may not be comparable to similarly titled measures reported by other companies.
The Company uses Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Net Income, Adjusted Net Income margin and Adjusted Diluted Earnings Per Share to measure the operational strength and performance of its business and believes these measures provide additional information to investors about certain non-cash items and unusual items that the Company does not expect to continue at the same level in the future. Further, management believes these non-GAAP financial measures provide a meaningful measure of business performance and provide a basis for comparing the Company’s performance to that of other peer companies using similar measures. The Company uses Free Cash Flow as an additional liquidity measure and believes it provides useful information to investors about the cash generated from the Company’s core operations that may be available to repay debt, make other investments and return cash to stockholders.
There are material limitations to using these non-GAAP financial measures. Adjusted EBITDA does not take into account certain significant items, including depreciation and amortization, interest expense, other expense (income), income tax expense, stock-based compensation expense for equity-settled awards, material asset impairment charges and restructuring expenses which directly affect the Company’s net income, as applicable. Adjusted Net Income and Adjusted Diluted Earnings Per Share do not take into account certain significant items, including other expense (income), stock-based compensation expense for equity-settled awards, material asset impairment charges and restructuring expenses which directly affect the Company’s net income and diluted earnings per share, as applicable. Free Cash Flow adjusts for cash items that are ultimately within management’s discretion to direct and therefore may imply that there is less or more cash that is available than the most comparable GAAP measure. Free Cash Flow is not intended to represent residual cash flow for discretionary expenditures since debt repayment requirements and other non-discretionary expenditures are not deducted. These limitations are best addressed by considering the economic effects of the excluded items independently, and by considering these non-GAAP financial measures in conjunction with net income, operating income, diluted earnings per share and net cash provided by operating activities as calculated in accordance with GAAP.
See additional information below regarding the definitions of these non-GAAP financial measures and reconciliations of each non-GAAP financial measure to its most directly comparable GAAP measure.


9







The table below reconciles net income to Adjusted EBITDA for the periods presented.
Three Months Ended
June 30,
Six Months Ended
June 30,
(in millions, unless otherwise stated) 2024 2023 2024 2023
Net income $ 106  $ 99  $ 166  $ 157 
Depreciation and amortization expense 41  38  82  74 
Interest expense 13  28  16 
Other income, net (21) (11) (18) (16)
Income tax expense 28  21  41  35 
Stock-based compensation —  — 
Restructuring —  —  (1) — 
Adjusted EBITDA1
$ 173  $ 155  $ 304  $ 266 
Revenue $ 730  $ 689  $ 1,400  $ 1,318 
Net income margin 14.5  % 14.4  % 11.9  % 11.9  %
Adjusted EBITDA margin2
23.7  % 22.5  % 21.7  % 20.2  %
__________
1.The Company defines Adjusted EBITDA as net income adjusted for depreciation and amortization expense, interest expense, other income, income tax expense, as well as stock-based compensation expense for equity-settled awards, material asset impairment charges and restructuring expenses, as applicable. The Company believes that the presentation of Adjusted EBITDA provides additional information to investors about certain non-cash items and unusual items that are not expected to continue at the same level in the future. Further, the Company believes Adjusted EBITDA provides a meaningful measure of business performance and provides a basis for comparing its performance to that of other peer companies using similar measures. There are material limitations to using Adjusted EBITDA. Adjusted EBITDA does not take into account certain significant items, including depreciation and amortization, interest expense, income tax expense, stock-based compensation expense for equity-settled awards, material asset impairment charges and restructuring expenses which directly affects the Company's net income, as applicable. These limitations are best addressed by considering the economic effects of the excluded items independently, and by considering Adjusted EBITDA in conjunction with net income as calculated in accordance with GAAP.
2.Adjusted EBITDA margin is calculated as Adjusted EBITDA as a percentage of revenue.


10







The table below reconciles segment operating income to segment Adjusted EBITDA for the periods presented.
Three Months Ended
June 30,
Six Months Ended
June 30,
(in millions, unless otherwise stated) 2024 2023 2024 2023
Industrial
Segment operating income $ 85  $ 82  $ 160  $ 154 
Depreciation and amortization expense 10  21  17 
Stock-based compensation —  — 
Adjusted EBITDA1
$ 97  $ 91  $ 183  $ 171 
Revenue $ 314  $ 292  $ 609  $ 562 
Operating income margin 27.1  % 28.1  % 26.3  % 27.4  %
Adjusted EBITDA margin2
30.9  % 31.2  % 30.0  % 30.4  %
Consumer
Segment operating income $ 38  $ 33  $ 55  $ 36 
Depreciation and amortization expense 20  19  39  37 
Stock-based compensation —  — 
Restructuring —  —  (1) — 
Adjusted EBITDA1
$ 61  $ 52  $ 96  $ 73 
Revenue $ 322  $ 309  $ 608  $ 584 
Operating income margin 11.8  % 10.7  % 9.0  % 6.2  %
Adjusted EBITDA margin2
18.9  % 16.8  % 15.8  % 12.5  %
Software and Advisory
Segment operating income $ $ $ $
Depreciation and amortization expense 11  10  22  20 
Stock-based compensation —  — 
Adjusted EBITDA1
$ 15  $ 12  $ 25  $ 22 
Revenue $ 94  $ 88  $ 183  $ 172 
Operating income margin 3.2  % 2.3  % 1.1  % 1.2  %
Adjusted EBITDA margin2
16.0  % 13.6  % 13.7  % 12.8  %
Adjusted EBITDA1
$ 173  $ 155  $ 304  $ 266 
__________
1.See definition on previous page.
2.See definition on previous page.


11







The table below reconciles net income to Adjusted Net Income.
Three Months Ended
June 30,
Six Months Ended
June 30,
(in millions, unless otherwise stated) 2024 2023 2024 2023
Net income $ 106  $ 99  $ 166  $ 157 
Other income, net (21) (11) (18) (16)
Stock-based compensation —  — 
Restructuring —  —  (1) — 
Tax effect of adjustments2
Adjusted Net Income1
$ 94  $ 89  $ 155  $ 143 
Revenue $ 730  $ 689  $ 1,400  $ 1,318 
Net income margin 14.5  % 14.4  % 11.9  % 11.9  %
Adjusted Net Income margin3
12.9  % 12.9  % 11.1  % 10.8  %
__________
1.The Company defines Adjusted Net Income as net income adjusted for other income, stock-based compensation expense for equity-settled awards, material asset impairment charges and restructuring expenses, as applicable, each net of tax. The Company believes that the presentation of Adjusted Net Income provides additional information to investors about certain non-cash items and unusual items that are expected to continue at the same level in the future. Further, the Company believes Adjusted Net Income provides a meaningful measure of business performance and provides a basis for comparing its performance to that of other peer companies using similar measures. There are material limitations to using Adjusted Net Income. Adjusted Net Income does not take into account certain significant items, including other expense (income), stock-based compensation expense for equity-settled awards, material asset impairment charges and restructuring expenses which directly affect the Company's net income, as applicable. These limitations are best addressed by considering the economic effects of the excluded items independently, and by considering Adjusted Net Income in conjunction with net income as calculated in accordance with GAAP.
2.The Company computed the tax effect of adjustments to net earnings by applying the statutory tax rate in the relevant jurisdictions to the income or expense items that are adjusted in the period presented. If a valuation allowance exists, the rate applied is zero.
3.Adjusted Net Income margin is calculated as Adjusted Net Income as a percentage of revenue.

The table below reconciles diluted earnings per share to Adjusted Diluted Earnings Per Share.
Three Months Ended
June 30,
Six Months Ended
June 30,
2024 2023 2024 2023
Diluted earnings per share2
$ 0.50  $ 0.47  $ 0.78  $ 0.75 
Other income, net (0.11) (0.06) (0.09) (0.08)
Stock-based compensation 0.03  —  0.03  — 
Tax effect of adjustments3
0.02  0.01  0.01  0.01 
Adjusted Diluted Earnings Per Share1 2
$ 0.44  $ 0.42  $ 0.73  $ 0.68 
__________
1.The Company defines Adjusted Diluted Earnings Per Share as diluted earnings per share attributable to stockholder of UL Solutions adjusted for other income, stock-based compensation expense for equity-settled awards, material asset impairment charges and restructuring expenses, as applicable. The Company believes that the presentation of Adjusted Diluted Earnings Per Share provides additional information to investors about certain non-cash items and unusual items that are expected to continue at the same level in the future. Further, the Company believes Adjusted Diluted Earnings Per Share provides a meaningful measure of business performance and provides a basis for comparing its performance to that of other peer companies using similar measures. There are material limitations to using Adjusted Diluted Earnings Per Share. Adjusted Diluted Earnings Per Share does not take into account certain significant items, including other expense (income), stock-based compensation expense for equity-settled awards, material asset impairment charges and restructuring expenses which directly affect the Company's diluted earnings per share, as applicable. These limitations are best addressed by considering the economic effects of the excluded items independently, and by considering Adjusted Diluted Earnings Per Share in conjunction with diluted earnings per share as calculated in accordance with GAAP.
2.Diluted earnings per share and Adjusted Diluted Earnings Per Share have been adjusted for the period ended June 30, 2023 to reflect a 2-for-1 forward split of the Company's Class A common stock effected on November 20, 2023.
3.See definition on previous page.

12




The table below reconciles net cash provided by operating activities to Free Cash Flow for the periods presented.
Six Months Ended
June 30,
(in millions) 2024 2023
Net cash provided by operating activities $ 244  $ 220 
Capital expenditures (113) (113)
Free Cash Flow1
$ 131  $ 107 
__________
1.The Company defines Free Cash Flow as cash from operating activities less cash outlays related to capital expenditures. The Company defines capital expenditures to include purchases of property, plant and equipment and capitalized software. These items are subtracted from cash from operating activities because they represent long-term investments that are required for normal business activities. The Company uses Free Cash Flow as an additional liquidity measure and believes it provides useful information to investors about the cash generated from its core operations that may be available to repay debt, make other investments and return cash to stockholders. There are material limitations to using Free Cash Flow. Free Cash Flow adjusts for cash items that are ultimately within management’s discretion to direct, and therefore, may imply that there is less or more cash that is available than the most comparable GAAP measure. Free Cash Flow is not intended to represent residual cash flow for discretionary expenditures since debt repayment requirements and other non-discretionary expenditures are not deducted. These limitations are best addressed by considering the economic effects of the excluded items independently, and by considering Free Cash Flow in conjunction with net cash provided by operating activities as calculated in accordance with GAAP.

13


EX-99.2 3 a992earningscallpresenta.htm EX-99.2 a992earningscallpresenta
© 2024 UL LLC. All Rights Reserved. UL SOLUTIONS INC. Earnings Presentation Q2 2024 July 31, 2024


 
Forward looking statements 2 This presentation contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, about UL Solutions' (the "Company") financial results and estimates and business prospects that involve substantial risks and uncertainties. You can identify these statements by the use of words such as “may,” “will,” “should,” “would,” “likely,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” “continue” and variations of these terms and similar expressions, or the negative of these terms or similar expressions in connection with any discussion of future operating or financial performance or business plans or prospects. Factors that could cause actual results to differ materially include, but are not limited to, the following: falsification of or tampering with our reports or certificates; increases in self-certification of products in industries in which we provide services or corresponding decreases in third-party certifications; any conflict of interest or perceived conflict of interest between our testing, inspection and certification services and our enterprise and advisory services; increased competition in industries in which we participate; ineffectiveness of our portfolio management techniques and strategies; adverse market conditions or adverse changes in the political, social or legal condition in the markets in which we operate; failure to effectively implement our growth strategies and initiatives; increased government regulation of industries in which we operate; adverse government actions in respect of our operations, including enforcement actions related to environmental, health and safety matters; failure to retain and increase capacity at our existing facilities or build new facilities in a timely and cost-effective manner; failure to comply with applicable laws and regulations in each jurisdiction in which we operate, including environmental laws and regulations; fluctuations in foreign currency exchange rates; imposition of or increases in customs duties and other tariffs; deterioration of relations between the United States and countries in which we operate, including China; changes in labor regulations in jurisdictions in which we operate; changes in labor relations and unionization efforts by our employees; failure to recruit, attract and retain key employees, including through the implementation of diversity, equity and inclusion initiatives, and the succession of senior management; failure to recruit, attract and retain sufficient qualified personnel to meet our customers’ needs; past and future acquisitions, joint ventures, investments and other strategic initiatives; increases in raw material prices, fuel prices and other operating costs; changes in services we deliver or products we use; inability to develop new solutions or the occurrence of defects, failures or delay with new and existing solutions; increase in uninsured losses; ineffectiveness of deficiencies in our enterprise risk management program; volatility in credit markets or changes in our credit rating; actions of our employees, agents, subcontractors, vendors and other business partners; failure to maintain relationships with our customers, vendors and business partners; consolidation of our customers and vendors; disruptions in our global supply chain; changes in access to data from external sources; pending and future litigation, including in respect of our testing, inspection and certification services; allegations concerning our failure to properly perform our offered services; changes in the regulatory environment for our industry or the industries of our customers; delays in obtaining, failure to obtain or the withdrawal or revocation of our licenses, approvals or other authorizations; changes in our accreditations, approvals, permits or delegations of authority; issues with the integrity of our data or the databases upon which we rely; failure to manage our SaaS hosting network infrastructure capacity or disruptions in such infrastructure; cybersecurity incidents and other technology disruptions; risks associated with intellectual property, including potential infringement; compliance with agreements and instruments governing our indebtedness and the incurrence of new indebtedness; interest rate increases; volatility in the price of our Class A common stock; actions taken by, and control exercised by, ULSE Inc.; ineffectiveness in, or failure to maintain, our internal control over financial reporting; negative publicity or changes in industry reputation; changes in tax laws and regulations, resolution of tax disputes or imposition of audit examinations; failure to generate sufficient cash to service our indebtedness; constraints imposed on our ability to operate our business or make necessary capital investments due to our outstanding indebtedness; natural disasters and other catastrophic events, including pandemics and the rapid spread of contagious illnesses, such as new variants of COVID-19; and other risks discussed in our filings with the Securities and Exchange Commission. Changes in such assumptions or factors could produce materially different results. A further description of these and other factors is located in the section entitled “Risk Factors” in our Quarterly Report on Form 10-Q for the first quarter of 2024 and in our subsequent Quarterly Reports and Current Reports. The information contained in this presentation is as of the date indicated. The Company assumes no obligation to update any forward-looking statements contained in this presentation as a result of new information or future events or developments. Non-GAAP Measures In addition to financial measures based on generally accepted accounting principles in the United States ("U.S. GAAP"), this presentation includes supplemental non-GAAP financial information. Management uses non-GAAP measures in addition to U.S. GAAP measures to understand and compare operating results across periods and for forecasting and other purposes, including Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Net Income, Adjusted Net Income margin, Adjusted Diluted Earnings Per Share, Free Cash Flow, Free Cash Flow margin, and Net Leverage. Management believes these non-GAAP measures reflect results in a manner that enables, in some instances, more meaningful analysis of trends and facilitates comparison of results across periods. These non-GAAP financial measures have no standardized meaning presented in U.S. GAAP and may not be comparable to other similarly titled measures used by other companies due to potential differences between the companies in calculations. The use of these non- GAAP measures has limitations and they should not be considered as substitutes for measures of financial performance and financial position as prepared in accordance with GAAP. Reconciliations and definitions of each non-GAAP measure are included in the appendix to this presentation.


 
Korea Automotive and Battery Testing Center (June 2024) Recent updates highlight our focus on megatrends Announced the extension of our Advanced Battery Lab in Pyeontaek, Korea by committing capital investment to expand EV testing capacity. The new capacity is expected to open in 2H 2025. Augmented our global battery testing footprint with the acquisition of a battery testing company based in Germany, bringing expertise in specialized cell, small module and battery system performance testing. Strengthened our position in clean- energy testing capabilities by acquiring a leader in hydrogen component and system testing based in Germany with significant presence in Canada. 3 Batterieingenieure Acquisition (May 2024) TesTneT Acquisition (July 2024)


 
Q2 2024 Revenue +8.4% organic1 1 Refer to Organic, FX and Acquisition definitions in Appendix. 4 $689 $34 $19 $5 $747 ($11) ($6) $730 Q2 2023 Industrial Organic Consumer Organic S&A Organic Q2 2024 Organic FX Acquisition Q2 2024 $ in millions 1 1 1 1 1 1


 
Q2 Adjusted EBITDA1 performance +11.6% 5 $155 $58 ($31) $182 ($3) ($6) $173 Q2 2023 Organic Revenue Organic Expenses Q2 2024 Organic FX Acquisition Q2 2024 $ in millions % Adjusted EBITDA Margin1 1 Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP measures. Refer to the Appendix to this presentation for definition and reconciliation to the most directly comparable GAAP financial measures. 2 Refer to Organic, FX and Acquisition definitions in Appendix. 2 2 2 2 2 22.5%1 23.7%1


 
Q2 Adjusted Net Income1 performance +5.6% $ in millions % Adjusted Net Income Margin1 6 $89 $58 ($35) ($5) ($13) $94 Q2 2023 Organic Revenue Organic Expenses Interest Other Q2 2024 1 Adjusted Net Income and Adjusted Net Income margin are non-GAAP financial measures. Refer to the Appendix to this presentation for definitions and reconciliations to their most directly comparable GAAP financial measures. 2 Other includes FX, acquisitions or disposals of businesses and tax. 3 Refer to Organic definition in Appendix. 3 3 2 12.9%1 12.9%1 6


 
Industrial 7 Q2 2024 results • 7.5% Revenue Growth (+11.6% Organic) – Ongoing certification services and certification testing growth across the entire segment including pricing – Continued strength in industrial electrical product, renewable energy and component market demand • Adjusted EBITDA1 increased $6M; Adjusted EBITDA margin1 decreased 30 bps – Reflects one-time CSAR conversion expense (partially offset by benefit from adjusting for stock- based compensation expense) – Includes impacts from M&A costs Industrial revenue Industrial Adjusted EBITDA1 and margin1 % $ in millions 1 Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP measures. Refer to the Appendix to this presentation for definitions and reconciliations to their most directly comparable GAAP financial measures. +7.5% +6.6% $292 Q2 2023 $91 Q2 2023 31.2% $314 Q2 2024 $97 Q2 2024 30.9%


 
Consumer Q2 2024 results • 4.2% Revenue Growth (+6.1% Organic) – Strength in EMC (electromagnetic compatibility) testing for automotive and consumer electronics – Growth in HVAC end-market driven by regulatory tailwinds • Adjusted EBITDA1 increased $9M; Adjusted EBITDA margin1 increased 210 bps – 2023 actions continue to deliver improved cost structure – Reflects one-time CSAR conversion expense (partially offset by benefit from adjusting for stock- based compensation expense) Consumer revenue Consumer Adjusted EBITDA1 and margin1 % $ in millions +4.2% +17.3% 7.6% 8 $309 Q2 2023 $52 Q2 2023 16.8% 1 Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP measures. Refer to the Appendix to this presentation for definitions and reconciliations to their most directly comparable GAAP financial measures. $322 Q2 2024 $61 Q2 2024 18.9%


 
Software and Advisory Q2 2024 results • 6.8% Revenue Growth (+5.7% Organic) – Benefited from greater demand for software and sustainability advisory services – ULTRUS™ June release incorporated additional sustainability products • Adjusted EBITDA1 increased $3M: Adjusted EBITDA margin1 increased 240 bps – Improved cost structure resulting from 2023 and 2024 operational improvements – Reflects one-time CSAR conversion expense (partially offset by benefit from adjusting for stock- based compensation expense) Software & Advisory revenue Software & Advisory Adjusted EBITDA1 and margin1 % $ in millions +6.8% +25.0% 9 $88 Q2 2023 $12 Q2 2023 13.6% 1 Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP measures. Refer to the Appendix to this presentation for definitions and reconciliations to their most directly comparable GAAP financial measures. $94 Q2 2024 $15 Q2 2024 16.0%


 
LTM Cash Flow • Generated Free Cash Flow1 of $276M for the last twelve months ended June 30, 2024, an increase of $45M (+19.5%) vs the last twelve months ended June 30, 2023 • YTD Free Cash Flow1 benefited from lower cash incentive payments • YTD Capital expenditures of $113M reflects continued organic investment opportunities 10 LTM Cash Flow % in millions Free Cash Flow margin1 %9.0% 10.0% Operating Cash Flow Capital Expenditures Free Cash Flow1 $431 ($200) $231 1 Free Cash Flow, Free Cash Flow margin, Adjusted EBITDA and Net Leverage are non-GAAP measures. Refer to the Appendix to this presentation for definitions and reconciliations to their most directly comparable GAAP financial measures. 2 Last 12 months as of June 30, 2023 3 Last 12 months as of June 30, 2024 2 3 $491 ($215) $276 LTM Q2 2023 LTM Q2 2024


 
Full-year 2024 outlook • Reiterating mid-single digit constant currency, organic1 revenue growth • Second half constant currency, organic1 revenue growth also expected to be in the mid-single digit range • Reiterating Adjusted EBITDA margin2 improvement • Capital expenditures expected to be 7.5 to 8.5% of revenue • Continuing to pursue acquisitions and portfolio refinements The Company’s 2024 outlook is based on a number of assumptions that are subject to change and many of which are outside the control of the Company. If actual results vary from these assumptions, the Company’s expectations may change. There can be no assurance that the Company will achieve the results expressed by this outlook. 1 Refer to Organic definition in the Appendix. 2 Adjusted EBITDA margin is a non-GAAP measure. Refer to the Appendix to this presentation for definition. 11


 
Summary Continued momentum from megatrends was supported by outstanding execution - All operating segments and geographies contributed to growth - Improvement in Adjusted EBITDA margins1 driven primarily by revenue acceleration - Expanded our industry-leading capabilities through growth capex investments and targeted acquisitions - Demonstrated ongoing strength and durability of Free Cash Flow1 generation 1 Adjusted EBITDA margin and Free Cash Flow are non-GAAP measures. Refer to the Appendix to this presentation for definitions. 12


 
13 Appendix


 
1Organic reflects revenue change in a given period excluding Acquisition and FX in that same period, expressed in dollars or as a percentage of revenue in the prior year. 2Acquisition is calculated as revenue change in a given period related to acquisitions or disposals of businesses using prior period exchange rates, expressed in dollars or as a percentage of revenue in the prior period. Revenues from an acquisition or disposal are measured as Acquisition for the initial twelve month period following the acquisition or disposal date. Subsequently, the revenue impact from the acquired or disposed business is measured as Organic. 3FX reflects the impact that foreign currency exchange rates have on revenue in a given period, expressed in dollars or as a percentage of revenue in the prior period. The Company uses constant currency to calculate the FX impact on revenue in a given period by translating current period revenues at prior period exchange rates, expressed as a percentage of revenue in the prior period. Three Months Ended June 30, 2024 (in millions) Organic1 Acquisition2 FX3 Total Organic % Change Total % Change Revenue change Industrial $ 34 $ (7) $ (5) $ 22 11.6 % 7.5 % Consumer 19 — (6) 13 6.1 % 4.2 % Software and Advisory 5 1 — 6 5.7 % 6.8 % Total $ 58 $ (6) $ (11) $ 41 8.4 % 6.0 % Components of revenue change 14


 
1Organic reflects revenue change in a given period excluding Acquisition and FX in that same period, expressed in dollars or as a percentage of revenue in the prior year. 2Acquisition is calculated as revenue change in a given period related to acquisitions or disposals of businesses using prior period exchange rates, expressed in dollars or as a percentage of revenue in the prior period. Revenues from an acquisition or disposal are measured as Acquisition for the initial twelve month period following the acquisition or disposal date. Subsequently, the revenue impact from the acquired or disposed business is measured as Organic. 3FX reflects the impact that foreign currency exchange rates have on revenue in a given period, expressed in dollars or as a percentage of revenue in the prior period. The Company uses constant currency to calculate the FX impact on revenue in a given period by translating current period revenues at prior period exchange rates, expressed as a percentage of revenue in the prior period. Six Months Ended June 30, 2024 (in millions) Organic1 Acquisition2 FX3 Total Organic % Change Total % Change Revenue change Industrial $ 61 $ (6) $ (8) $ 47 10.9 % 8.4 % Consumer 35 (1) (10) 24 6.0 % 4.1 % Software and Advisory 9 2 — 11 5.2 % 6.4 % Total $ 105 $ (5) $ (18) $ 82 8.0 % 6.2 % Components of revenue change 15


 
Three Months Ended June 30, Six Months Ended June 30, (in millions, unless otherwise stated) 2024 2023 2024 2023 Net income $ 106 $ 99 $ 166 $ 157 Depreciation and amortization expense 41 38 82 74 Interest expense 13 8 28 16 Other income, net (21) (11) (18) (16) Income tax expense 28 21 41 35 Stock-based compensation 6 — 6 — Restructuring — — $ (1) $ — Adjusted EBITDA1 $ 173 $ 155 $ 304 $ 266 Revenue $ 730 $ 689 $ 1,400 $ 1,318 Net income margin 14.5 % 14.4 % 11.9 % 11.9 % Adjusted EBITDA margin2 23.7 % 22.5 % 21.7 % 20.2 % 1 The Company defines Adjusted EBITDA as net income adjusted for depreciation and amortization expense, interest expense, other income, income tax expense, as well as stock-based compensation expense for equity-settled awards, material asset impairment charges and restructuring expenses, as applicable. The Company believes that the presentation of Adjusted EBITDA provides additional information to investors about certain non-cash items and unusual items that are not expected to continue at the same level in the future. Further, the Company believes Adjusted EBITDA provides a meaningful measure of business performance and provides a basis for comparing its performance to that of other peer companies using similar measures. There are material limitations to using Adjusted EBITDA. Adjusted EBITDA does not take into account certain significant items, including depreciation and amortization, interest expense, income tax expense, stock-based compensation expense for equity-settled awards, material asset impairment charges and restructuring expenses which directly affects the Company's net income, as applicable. These limitations are best addressed by considering the economic effects of the excluded items independently, and by considering Adjusted EBITDA in conjunction with net income as calculated in accordance with GAAP 2 Adjusted EBITDA margin is calculated as Adjusted EBITDA as a percentage of revenue. Adjusted EBITDA and Adjusted EBITDA margin (non-GAAP measure)1 2 16


 
Three Months Ended June 30, Six Months Ended June 30, (in millions, unless otherwise stated) 2024 2023 2024 2023 Industrial Segment operating income $ 85 $ 82 $ 160 $ 154 Depreciation and amortization expense 10 9 21 17 Stock-based compensation 2 — 2 — Industrial Adjusted EBITDA1 $ 97 $ 91 $ 183 $ 171 Revenue $ 314 $ 292 $ 609 $ 562 Industrial operating income margin 27.1 % 28.1 % 26.3 % 27.4 % Industrial Adjusted EBITDA margin2 30.9 % 31.2 % 30.0 % 30.4 % Consumer Segment operating income $ 38 $ 33 $ 55 $ 36 Depreciation and amortization expense 20 19 39 37 Stock-based compensation 3 — 3 — Restructuring — — (1) — Consumer Adjusted EBITDA1 $ 61 $ 52 $ 96 $ 73 Revenue $ 322 $ 309 $ 608 $ 584 Consumer operating income margin 11.8 % 10.7 % 9.0 % 6.2 % Consumer Adjusted EBITDA margin2 18.9 % 16.8 % 15.8 % 12.5 % Software and Advisory Segment operating income $ 3 $ 2 $ 2 $ 2 Depreciation and amortization expense 11 10 22 20 Stock-based compensation 1 — 1 — Software and Advisory Adjusted EBITDA1 $ 15 $ 12 $ 25 $ 22 Revenue $ 94 $ 88 $ 183 $ 172 Software and Advisory operating income margin 3.2 % 2.3 % 1.1 % 1.2 % Software and Advisory Adjusted EBITDA margin2 16.0 % 13.6 % 13.7 % 12.8 % 1See definition on previous slide. 2See definition on previous slide. Adjusted EBITDA and Adjusted EBITDA margin (non-GAAP measure)1 2 by segment 17


 
Three Months Ended June 30, Six Months Ended June 30, (in millions, unless otherwise stated) 2024 2023 2024 2023 Net income $ 106 $ 99 $ 166 $ 157 Other income, net (21) (11) (18) (16) Stock-based compensation 6 — 6 — Restructuring — — (1) — Tax effect of adjustments3 3 1 2 2 Adjusted Net Income1 $ 94 $ 89 — %$ 155 $ — $ 143 Revenue $ 730 $ 689 $ 1,400 $ 1,318 Net income margin 14.5 % 14.4 % 11.9 % 11.9 % Adjusted Net Income margin2 12.9 % 12.9 % 11.1 % 10.8 % 1 The Company defines Adjusted Net Income as net income adjusted for other income, stock-based compensation expense for equity-settled awards, material asset impairment charges and restructuring expenses, as applicable, each net of tax. The Company believes that the presentation of Adjusted Net Income provides additional information to investors about certain non-cash items and unusual items that are expected to continue at the same level in the future. Further, the Company believes Adjusted Net Income provides a meaningful measure of business performance and provides a basis for comparing its performance to that of other peer companies using similar measures. There are material limitations to using Adjusted Net Income. Adjusted Net Income does not take into account certain significant items, including other expense (income), stock-based compensation expense for equity-settled awards, material asset impairment charges and restructuring expenses which directly affect the Company's net income, as applicable. These limitations are best addressed by considering the economic effects of the excluded items independently, and by considering Adjusted Net Income in conjunction with net income as calculated in accordance with GAAP. 2Adjusted Net Income margin is calculated as Adjusted Net Income as a percentage of revenue 3The Company computed the tax effect of adjustments to net earnings by applying the statutory tax rate in the relevant jurisdictions to the income or expense items that are adjusted in the period presented. If a valuation allowance exists, the rate applied is zero. Adjusted Net Income and Adjusted Net Income margin (non-GAAP measure)1 2 18


 
Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Diluted earnings per share2 $ 0.50 $ 0.47 $ 0.78 $ 0.75 Other income, net (0.11) (0.06) (0.09) (0.08) Stock-based compensation 0.03 — 0.03 — Tax effect of adjustments3 0.02 0.01 0.01 0.01 Adjusted Diluted Earnings Per Share1 0.44 0.42 0.73 0.68 1 The Company defines Adjusted Diluted Earnings Per Share as diluted earnings per share attributable to stockholder of UL Solutions adjusted for other income, stock-based compensation expense for equity-settled awards, material asset impairment charges and restructuring expenses, as applicable. The Company believes that the presentation of Adjusted Diluted Earnings Per Share provides additional information to investors about certain non-cash items and unusual items that are expected to continue at the same level in the future. Further, the Company believes Adjusted Diluted Earnings Per Share provides a meaningful measure of business performance and provides a basis for comparing its performance to that of other peer companies using similar measures. There are material limitations to using Adjusted Diluted Earnings Per Share. Adjusted Diluted Earnings Per Share does not take into account certain significant items, including other expense (income), stock-based compensation expense for equity-settled awards, material asset impairment charges and restructuring expenses which directly affect the Company's diluted earnings per share, as applicable. These limitations are best addressed by considering the economic effects of the excluded items independently, and by considering Adjusted Diluted Earnings Per Share in conjunction with diluted earnings per share as calculated in accordance with GAAP. 2Diluted earnings per share and Adjusted Diluted Earnings Per Share have been adjusted for the period ended June 30, 2023 to reflect a 2-for-1 forward split of the Company's Class A common stock effected on November 20, 2023. 3The Company computed the tax effect of adjustments to net earnings by applying the statutory tax rate in the relevant jurisdictions to the income or expense items that are adjusted in the period presented. If a valuation allowance exists, the rate applied is zero. Adjusted Diluted Earnings Per Share (non-GAAP measure)1 19


 
Six Months Ended June 30, LTM2 June 30, (in millions, unless otherwise stated) 2024 2023 2024 2023 Net cash provided by operating activities $ 244 $ 220 491 $ 431 Capital expenditures (113) (113) (215) (200) Free Cash Flow1 $ 131 $ 107 $ 276 $ 231 Revenue $ 1,400 $ 1,318 $ 2,760 $ 2,570 Net cash provided by operating activities margin 17.4 % 16.7 % 17.8 % 16.8 % Free Cash Flow margin3 9.4 % 8.1 % 10.0 % 9.0 % 1The Company defines Free Cash Flow as cash from operating activities less cash outlays related to capital expenditures. The Company defines capital expenditures to include purchases of property, plant and equipment and capitalized software. These items are subtracted from cash from operating activities because they represent long-term investments that are required for normal business activities. The Company uses Free Cash Flow as an additional liquidity measure and believes it provides useful information to investors about the cash generated from its core operations that may be available to repay debt, make other investments and return cash to stockholders. There are material limitations to using Free Cash Flow. Free Cash Flow adjusts for cash items that are ultimately within management’s discretion to direct, and therefore, may imply that there is less or more cash that is available than the most comparable GAAP measure. Free Cash Flow is not intended to represent residual cash flow for discretionary expenditures since debt repayment requirements and other non- discretionary expenditures are not deducted. These limitations are best addressed by considering the economic effects of the excluded items independently, and by considering Free Cash Flow in conjunction with net cash provided by operating activities as calculated in accordance with GAAP. 2Last 12 months 3Free Cash Flow margin is calculated as Free Cash Flow as a percentage of revenue Free Cash Flow (non-GAAP measure)1 20