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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): May 20, 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 ( $0.001 par value)ULSNew 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 May 20, 2024, UL Solutions Inc. (the “Company”) issued a press release announcing its financial results for the first quarter ended March 31, 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 May 20, 2024, management will review a slide presentation during the Company’s fiscal 2024 first 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 NumberDescription
104Cover 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: May 20, 2024
By:/s/ Ryan D. Robinson
Ryan D. Robinson
Executive Vice President and Chief Financial Officer



Exhibit 99.1
UL Solutions Inc. Reports Strong First Quarter 2024 Results
First Quarter 2024 (Comparisons to First Quarter 20231)
•Strong revenue growth of 6.5% to $670 million, including 7.5% organic growth
•Net income of $60 million or, $0.28 per diluted share
•Adjusted Net Income of $61 million increased 13.0%
•Adjusted EBITDA of $131 million increased 18.0%, Adjusted EBITDA margin of 19.6% expanded 200 basis points
•Net cash provided by operating activities of $141 million and Free Cash Flow of $84 million
•Completed upsized initial public offering at the higher end of the price range and listed on April 12th, 2024
NORTHBROOK, ILLINOIS, USA – (BUSINESS WIRE) – May 20, 2024 − UL Solutions Inc. (“UL Solutions” or the “Company”) (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 first quarter ended March 31, 2024.
“UL Solutions is a trusted provider of science-based solutions that help our customers ensure their products meet important safety standards worldwide, and our first quarter results reflect continued strong demand for our market-leading services,” said President and CEO Jennifer Scanlon. “All three segments across all regions provided balanced contributions, highlighting how our strategy and diverse portfolio produce steady and predictable growth in our business.”
Scanlon continued, “We are continuously investing in our people, technology and processes to enhance our capabilities in our constantly evolving markets. The world is complex and demanding, and as the product testing, inspection and certification industry’s role continues to grow, we will look to expand our leadership position.”
Chief Financial Officer Ryan Robinson added, “Technology advancements and market trends such as energy transition and connected technologies are driving change across the end markets we serve, as we achieved organic revenue growth of 7.5%, Adjusted EBITDA of $131 million and Adjusted Diluted Earnings Per Share of $0.28 in the first quarter. Our strong balance sheet is supported by robust cash generation, as demonstrated by net cash provided by operating activities of $141 million and Free Cash Flow of $84 million for the first three months of the year, positioning us to execute disciplined capital allocation and deliver accretive growth to build long-term value for all of our stakeholders.”
First Quarter 2024 Financial Results
Revenue of $670 million compared to $629 million in the first quarter of 2023, an increase of 6.5%. Organic growth of 7.5% across all segments, led by Industrial.
Net income of $60 million compared to $58 million in the first quarter of 2023, an increase of 3.4%. Net income margin of 9.0% compared to 9.2% in the first quarter of 2023, a decrease of 20 basis points.
Adjusted Net Income of $61 million compared to $54 million in the first quarter of 2023, an increase of 13.0%. Adjusted Net Income margin of 9.1% compared to 8.6% in the first quarter of 2023, an increase of 50 basis points, as revenue gains were partially offset by higher costs from professional fees, interest expense and increased depreciation and amortization.
Adjusted EBITDA of $131 million compared to $111 million in the first quarter of 2023, an increase of 18.0%. Adjusted EBITDA margin of 19.6% compared to 17.6% in the first quarter of 2023, an increase of 200 basis points. The margin expansion resulted from lower long-term incentive expenses and headcount reduction actions taken in 2023, primarily in the Consumer segment.
First Quarter 2024 Segment Performance
Industrial Segment Results
Industrial revenue of $295 million compared to $270 million in the first quarter of 2023, an increase of 9.3%, or 10.0% on an organic basis. Operating income of $75 million compared to $72 million in the first quarter of 2023, an increase of 4.2%. Operating income margin of 25.4% compared to 26.7% in the first quarter of 2023. Adjusted EBITDA of $86 million compared to $80 million in the first quarter of 2023, an increase of 7.5%. Adjusted EBITDA margin of 29.2% compared to 29.6% in the first quarter of 2023. Revenue and Adjusted EBITDA gains were driven by strong demand related to electrical
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.

product, renewable energy and component certification testing, as well as increased laboratory capacity. The change in margin was primarily driven by increases in compensation expenses and professional fees.
Consumer Segment Results
Consumer revenue of $286 million compared to $275 million in the first quarter of 2023, an increase of 4.0%, or 5.8% on an organic basis. Operating income of $17 million compared to $3 million in the first quarter of 2023. Operating income margin of 5.9% compared to 1.1% in the first quarter of 2023. Adjusted EBITDA of $35 million compared to $21 million in the first quarter of 2023, an increase of 66.7%. Adjusted EBITDA margin of 12.2% compared to 7.6% in the first quarter of 2023. Revenue and Adjusted EBITDA gains were driven by electromagnetic compatibility testing and improved retail demand. Margin improvement was primarily driven by higher revenue, expense management, severance costs in the first quarter of 2023, and a reduction in incentive expenses.
Software and Advisory Segment Results
Software and Advisory revenue of $89 million compared to $84 million in the first quarter of 2023, an increase of 6.0%, or 4.8% on an organic basis. Operating loss of $1 million compared to $0 in the first quarter of 2023. Operating loss margin of 1.1% compared to 0.0% in the first quarter of 2023. Adjusted EBITDA remained flat at $10 million compared to the first quarter of 2023. Adjusted EBITDA margin of 11.2% compared to 11.9% in the first quarter of 2023. Revenue gains were driven by increased advisory revenue in renewable energy generation. The change in margin was primarily driven by increases in compensation expenses.
Liquidity and Capital Resources
For the first three months of 2024, the Company generated $141 million of net cash provided by operating activities, a decrease from $161 million for the same period in 2023. Net cash provided by operating activities in the first quarter was impacted by the timing of Performance Cash incentive payments, which were settled earlier in 2024 compared to 2023.
The Company continues to make strategic capital investments in energy transition opportunities to meet increased demand, and for the first three months of 2024 capital expenditures totaled $57 million, compared to $63 million in 2023. Free Cash Flow for the first three months was $84 million, compared to $98 million in the first quarter of 2023, primarily related to the timing of incentive payments.
As of March 31, 2024, total debt was $885 million, prior to unamortized debt issuance costs, a decrease from December 31, 2023 due to $25 million of net repayments on the Company's revolving credit facility.
The Company ended the quarter with cash and cash-equivalents of $344 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. At the time of the initial public offering, the Company had 200,000,000 and 200,022,486 basic and diluted shares outstanding, respectively.
Full-Year 2024 Outlook
Our key points on 2024 outlook include:
•Mid-single digit steady constant currency, organic revenue growth is expected to continue
◦“Electrification of Everything” along with Digitalization and Sustainability megatrends are fueling growth in all segments
◦Divestiture of Industrial payments testing business will reduce revenue by approximately $40 million annually
•Adjusted EBITDA margin improvement expected from increased productivity
•Capital expenditures expected to remain at approximately 7-8% revenue
•Tuck-in acquisition opportunities continue to be pursued



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
March 31,
(in millions, except per share data)20242023
Revenue$670 $629 
Cost of revenue351 335 
Selling, general and administrative expenses228 219 
Operating income91 75 
Interest expense(15)(8)
Other (expense) income, net(3)5 
Income before income taxes 73 72 
Income tax expense13 14 
Net income 60 58 
Less: net income attributable to non-controlling interests4 3 
Net income attributable to stockholder of UL Solutions $56 $55 
Earnings per common share:
Basic$0.28 $0.28 
Diluted$0.28 $0.28 
Weighted average common shares outstanding:
Basic200 200 
Diluted200 200 

5


UL Solutions Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
(in millions, except per share data)March 31, 2024December 31, 2023
Assets
Current assets:
Cash and cash equivalents$344 $315 
Accounts receivable, net 429 362 
Contract assets, net 193 179 
Other current assets85 97 
Total current assets1,051 953 
Property, plant and equipment, net 555 555 
Goodwill618 623 
Intangible assets, net 66 72 
Operating lease right-of-use assets147 151 
Deferred income taxes112 110 
Capitalized software, net 136 139 
Other assets134 133 
Total Assets $2,819 $2,736 
Liabilities and Stockholder’s Equity
Current liabilities:
Accounts payable$156 $169 
Accrued compensation and benefits170 281 
Operating lease liabilities - current37 39 
Contract liabilities385 162 
Other current liabilities81 58 
Total current liabilities829 709 
Long-term debt867 904 
Pension and postretirement benefit plans227 232 
Operating lease liabilities116 120 
Other liabilities97 93 
Total Liabilities 2,136 2,058 
Total Stockholder’s Equity 683 678 
Total Liabilities and Stockholder’s Equity $2,819 $2,736 

6


UL Solutions Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
Three Months Ended March 31,
(in millions)20242023
Operating activities
Net cash flows provided by operating activities$141 $161 
Investing activities
Capital expenditures(57)(63)
Other investing activities, net— (12)
Net cash flows used in investing activities(57)(75)
Financing activities
(Repayments of) proceeds from long-term debt, net(25)30 
Dividend to stockholder of UL Solutions(25)(20)
Other financing activities, net1 — 
Net cash flows (used in) provided by financing activities(49)10 
Effect of exchange rate changes on cash and cash equivalents(6)— 
Net increase in cash and cash equivalents29 96 
Cash and cash equivalents
Beginning of period315 322 
End of period$344 $418 


7


UL Solutions Inc.
Supplemental Financial Information
Revenue by Major Service Category and Revenue Growth Components
(Unaudited)
Revenue by Major Service CategoryThree Months Ended
March 31,
(in millions)20242023
Certification Testing$176 $161 
Ongoing Certification Services233 219 
Non-certification Testing and Other Services1
194 182 
Software1
67 67 
Total $670 $629 
_________
1.The Company has reclassified revenue transactions related to advisory services that were previously included within the Software and Advisory service category (now known as Software) to the Non-certification Testing and Other Services category (previously known as Non-certification Testing, Inspections and Audit) for the three months ended March 31, 2023 to conform to the current period's presentation.

Revenue Change ComponentsThree Months Ended March 31, 2024
(in millions)
Organic1
Acquisition2
FX3
TotalOrganic % ChangeTotal % Change
Revenue change
Industrial$27 $1 $(3)$25 10.0 %9.3 %
Consumer16 (1)(4)11 5.8 %4.0 %
Software and Advisory4 1 — 5 4.8 %6.0 %
Total$47 $1 $(7)$41 7.5 %6.5 %
_________
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
March 31,
(in millions, unless otherwise stated)20242023
Net income$60 $58 
Depreciation and amortization expense41 36 
Interest expense15 8 
Other expense (income), net3 (5)
Income tax expense13 14 
Restructuring(1)— 
Adjusted EBITDA1
$131 $111 
Revenue$670 $629 
Net income margin9.0 %9.2 %
Adjusted EBITDA margin2
19.6 %17.6 %
__________
1.The Company defines Adjusted EBITDA as net income adjusted for depreciation and amortization expense, interest expense, other expense (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
March 31,
(in millions, unless otherwise stated)20242023
Industrial
Segment operating income$75 $72 
Depreciation and amortization expense11 8 
Adjusted EBITDA1
$86 $80 
Revenue$295 $270 
Operating income margin25.4 %26.7 %
Adjusted EBITDA margin2
29.2 %29.6 %
Consumer
Segment operating income$17 $3 
Depreciation and amortization expense19 18 
Restructuring(1)— 
Adjusted EBITDA1
$35 $21 
Revenue$286 $275 
Operating income margin5.9 %1.1 %
Adjusted EBITDA margin2
12.2 %7.6 %
Software and Advisory
Segment operating loss$(1)$— 
Depreciation and amortization expense11 10 
Adjusted EBITDA1
$10 $10 
Revenue$89 $84 
Operating loss margin(1.1)%— %
Adjusted EBITDA margin2
11.2 %11.9 %
Adjusted EBITDA1
$131 $111 
__________
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
March 31,
(in millions, unless otherwise stated)20242023
Net income$60 $58 
Other expense (income), net3 (5)
Restructuring(1)— 
Tax effect of adjustments2
(1)1 
Adjusted Net Income1
$61 $54 
Revenue$670 $629 
Net income margin9.0 %9.2 %
Adjusted Net Income margin3
9.1 %8.6 %
__________
1.The Company defines Adjusted Net Income as net income adjusted for other expense (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
March 31,
20242023
Diluted earnings per share2
$0.28 $0.28 
Other expense (income), net0.02 (0.03)
Restructuring(0.01)— 
Tax effect of adjustments3
(0.01)0.01 
Adjusted Diluted Earnings Per Share1 2
$0.28 $0.26 
__________
1.The Company defines Adjusted Diluted Earnings Per Share as diluted earnings per share attributable to stockholder of UL Solutions adjusted for other expense (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 March 31, 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.
Three Months Ended
March 31,
(in millions)20242023
Net cash provided by operating activities$141 $161 
Capital expenditures(57)(63)
Free Cash Flow1
$84 $98 
__________
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


UL SOLUTIONS INC. EARNINGS PRESENTATION Q1 2024 May 20, 2024 UL SOLUTIONS INC.

 
FORWARD LOOKING STATEMENTS 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. 2

 
Jennifer Scanlon President and Chief Executive Officer Company Overview and Highlights Ryan Robinson Executive Vice President and Chief Financial Officer Financial Review and Outlook PRESENTERS 3

 
Strong Q1 2024: 6.5% Revenue growth, 7.5% Organic1 3.4% Net income growth, 13.0% Adjusted Net Income2 increase Adjusted EBITDA2 up 18.0% Megatrends continue to propel growth, led by the “Electrification of Everything” NYSE: ULS Completed upsized IPO and listed on April 12 WELCOME 4 TO THE FIRST UL SOLUTIONS EARNINGS CALL 1Refer to Organic definition in the Appendix. 2Adjusted Net Income and Adjusted EBITDA are non-GAAP measures. Refer to the Appendix to this presentation for definitions and reconciliations to the most directly comparable GAAP financial measures.

 
~$2.7B 2023 revenue $563M 2023 Adjusted EBITDA1 15,000+ UL Solutions employees serving customer needs 80,000+ customers including approximately 60% of the Fortune 500 and Global 500 Served customers in 110+ countries 35+ Industries served Our trusted and iconic UL Mark has appeared on billions of products since its introduction in 1906 Invested ~$2.6B In 54 acquisitions and organic capital investments (2010-2023) 91 Locations with labs UL SOLUTIONS AT A GLANCE 5 Source: As of December 31st, 2023 except where noted 1Adjusted EBITDA is a non-GAAP measure. Refer to the Appendix to this presentation for definition and reconciliation to the most directly comparable GAAP financial measure.

 
44% 43% 13% Segments UL SOLUTIONS OVERVIEW 1 As part of the nonprofit Underwriters’ Electrical Bureau, a predecessor to Underwriters Laboratories and UL Solutions. ​ 2 Revenue for 2011 includes $81 million for UL-CCIC Company Limited, a joint venture interest of UL Solutions that was originally reported using the equity method of accounting. 3 Revenue by geography shows breakdown by customer location.​ 4 Represents revenue from Greater China – mainland China, Hong Kong and Taiwan.​ 6 • A leading global business services company focused on independent testing, inspection and certification (TIC) • Dedicated to safety science since 18941 • Strong brand recognition and differentiation through engineering and safety sciences • The UL Mark is recognized as one of the most iconic symbols of safety in the world Revenue Breakdown (2023) 42% 23% 18% 13% 4% Customer Geographies4 87% Consumer Industrial Software and Advisory Testing, Inspection and Certification US China4 Europe, Middle East and Africa Asia Pacific Other Americas 202320112 $2.7B $1.2B Certification testing 27% Non-certification testing and other services 30% Ongoing certification services 33% Software 10% Constant and Attractive Revenue Growth (2011-2023) Four Major Service Categories

 
UL SOLUTIONS IS A GLOBAL LEADER Source: 2022 market data based on UL Solutions estimates. 1 Outsourced product TIC market. 7 7% 27% 66% $38B Global product TIC market UL Solutions Next top 10 All others Global TIC market ~$142B Insourced TIC (product and nonproduct) ~$61B Nonproduct TIC ~$38B Product TIC ~$240B WITH #1 PRODUCT TIC MARKET SHARE (BY REVENUE)1 1 Mission-driven growth company 2 Dedicated to applied safety science and ESG 3 Long-term customer relationships — reinforced by our iconic UL Mark — provide recurring revenue streams 4 Global scale and operating leverage 5 Healthy balance sheet and disciplined capital allocation strategy

 
RECENT UPDATES 8 Industrial Consumer Software & Advisory Korea Battery Lab North America Retail Center of Excellence ULTRUSTM Largest laboratory investment in the retail and consumer products sectors in our history 100,000-square-foot space serving North American retail industry customers New brand that unites our flagship software to help customers meet regulatory, supply chain, and sustainability challenges New facility in South Korea provides evaluation, certification and analysis services tailored to EV battery systems, giving customers improved access to the latest safety technology to increase innovation and speed to market

 
Q1 2024 REVENUE +7.5% ORGANIC1 1Refer to Organic, FX and Acquisition definitions in Appendix. 9 Q1 2023 Industrial Organic1 Consumer Organic1 S&A Organic1 Q1 2024 Organic1 FX1 Acquisition1 Q1 2024 $1M $629 $4 $676 $670$16 $27 ($7M) $ in millions

 
Q1 ADJUSTED EBITDA1 PERFORMANCE +18.0% 1Adjusted EBITDA is a non-GAAP measure. Refer to the Appendix to this presentation for definition and reconciliation to the most directly comparable GAAP financial measure 2Refer to Organic, FX and Acquisition definitions in Appendix. 10 Q1 2023 Organic2 Revenue Organic2 Expenses Q1 2024 Organic2 FX2 Acquisition2 Q1 2024 $111 $47 ($23) $135 ($1) ($3) $131 $ in millions

 
Q1 ADJUSTED NET INCOME1 PERFORMANCE +13% 1Adjusted 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. 2Other includes FX, acquisitions or disposals of business and tax. 3Refer to Organic definition in Appendix. 11 $ in millions % Adjusted Net Income Margin1 2023 Actual Organic3 Revenue Organic3 Expenses Interest Other2 2024 Actual $47 $54 $(28) $(7) $(5) $61 8.6%1 9.1%1

 
INDUSTRIAL 1Adjusted 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. 9.3% Revenue Growth (+10.0% Organic) • Robust industrial electrical product, renewable energy, and component market demand • Bolstered by new lab capacity Adjusted EBITDA1 increased $6M; Adjusted EBITDA margin decreased 40 bps • Reflects increased professional fees and employee benefit costs offset by reduced long-term incentive expenses Business divestiture on May 1st, 2024 • Completed divestiture of payments testing business; ($40M) annualized revenue impact Q1 2024 RESULTS $270 $295 Q1 2023 Q1 2024 Industrial Revenue $ in millions +9.3% $80 $86 Q1 2023 Q1 2024 +7.5%29.6% 29.2% Industrial Adjusted EBITDA1 and Adjusted EBITDA margin1 %

 
CONSUMER 1Adjusted 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. 13 4.0% Revenue Growth (+5.8% Organic) • Strength in EMC (electromagnetic compatibility) testing for automotive and consumer electronics • Improved retail demand, led by North America Adjusted EBITDA1 increased $14M; Adjusted EBITDA margin increased 460 bps • 2023 actions provided improved cost structure • Comparison period included higher severance and incentive expenses Q1 2024 RESULTS Consumer Revenue $ in millions +4.0% $21 $35 Q1 2023 Q1 2024 +66.7% 7.6% 12.2% Consumer Adjusted EBITDA1 and Adjusted EBITDA margin1 % $275 $286 Q1 2023 Q1 2024

 
SOFTWARE AND ADVISORY 1Adjusted 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. 14 6.0% Revenue Growth (+4.8% Organic) • Advisory, led by renewables, buoyed growth • ULTRUS software brand launch improves customer experience and unifies technology infrastructure Adjusted EBITDA1 remained flat: Adjusted EBITDA margin decreased 70 bps • Reflects increased employee benefit costs Q1 2024 RESULTS Software & Advisory Revenue $84 $89 Q1 2023 Q1 2024 $ in millions +6.0% $10 $10 Q1 2023 Q1 2024 +0.0%11.9% 11.2% Software & Advisory Adjusted EBITDA1 and Adjusted EBITDA margin1 %

 
LTM CASH FLOW 1Free 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. 2Last 12 months as of March 31, 2023 3Last 12 months as of March 31, 2024 15 • Continued strong Free Cash Flow1 generation of $84M in Q1 2024 • Significant investment in energy transition opportunities underway • Q1 2024 long-term incentive plan payouts skews comparisons; comparable payouts occurred in Q2 2023 • Net Leverage1 of 0.9 times net debt to trailing twelve months Adjusted EBITDA1 $428 $447 $184 $209 $244 $238 LTM Q1 2023 LTM Q1 2024 Chart Title Operating Cash Flow Capital Expenditures Free Cash Flow LTM Cash Flow 9.7% 8.8%Free Cash Flow margin1 % 1 2 3 $ in millions

 
FULL-YEAR 2024 OUTLOOK 16 • Mid-single digit steady constant currency, organic1 revenue growth is expected to continue – “Electrification of Everything” along with Digitalization and Sustainability megatrends are fueling growth in all segments – Divestiture of Industrial payments testing business will reduce revenue by an annualized amount of ~$40M • Adjusted EBITDA margin2 improvement expected from increased productivity • Capital expenditures expected to remain at ~7-8% revenue • Tuck-in acquisition opportunities continue to be pursued 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. 1Refer to Organic definition in the Appendix. 2Adjusted EBITDA margin is a non-GAAP measure. Refer to the Appendix to this presentation for definition.

 
SUMMARY 17 Strong Q1 resulted from focused execution – All operating segments and geographies contributed to revenue growth – Improvement in Adjusted EBITDA margins1 was driven by outsized Industrial revenue growth and Consumer efficiencies, aided by reduced long-term incentive expense – Our new ULTRUS software brand unites our flagship regulatory, supply chain and sustainability offerings in Software & Advisory – Ended quarter with strong financial profile positioned for growth, profitability, and durable Free Cash Flow1 generation as a newly public company 1Adjusted EBITDA margin and Free Cash Flow are non-GAAP measures. Refer to the Appendix to this presentation for definitions.

 
APPENDIX

 
COMPONENTS OF REVENUE CHANGE Three Months Ended March 31, 2024 (in millions, unless otherwise stated) Organic1 Acquisition2 FX3 Total Organic % Change Total % Change Revenue change Industrial $ 27 $ 1 $ (3) $ 25 10.0 % 9.3 % Consumer 16 (1) (4) 11 5.8 % 4.0 % Software and Advisory 4 1 — 5 4.8 % 6.0 % Total $ 47 $ 1 $ (7) $ 41 7.5 % 6.5 % 1Organic reflects change in a given period excluding Acquisition and FX in that same year, expressed in dollars or as a percentage. 2Acquisition is calculated as change in a given period related to acquisitions or disposals of businesses using prior period exchange rates, expressed in dollars or as a percentage. The impact from an acquisition or disposal is measured as Acquisition for the initial twelve month period following the acquisition or disposal date. Subsequently, the impact from the acquired or disposed business is measured as Organic. 3FX reflects the impact that foreign currency exchange rates have in a given period, expressed in dollars or as a percentage. The Company uses constant currency to calculate by translating current period activity at prior period exchange rates, expressed as a percentage. 19

 
ADJUSTED EBITDA AND ADJUSTED EBITDA MARGIN1 2 (NON-GAAP MEASURE) Twelve Months Ended December 31, Three Months Ended March 31, (in millions, unless otherwise stated) 2023 2024 2023 Net income $ 276 $ 60 $ 58 Depreciation and amortization expense 154 41 36 Interest expense 35 15 8 Other expense (income), net (13) 3 (5) Income tax expense 70 13 14 Goodwill impairment 37 — — Restructuring 4 (1) — Adjusted EBITDA1 $ 563 $ 131 $ 111 Revenue $ 2,678 $ 670 $ 629 Net income margin 10.3% 9.0% 9.2% Adjusted EBITDA margin2 21.0% 19.6% 17.6% 1 The Company defines Adjusted EBITDA as net income adjusted for depreciation and amortization expense, interest expense, other expense (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. 20

 
ADJUSTED EBITDA AND ADJUSTED EBITDA MARGIN1 2 (NON-GAAP MEASURE) BY SEGMENT Three Months Ended March 31, (in millions, unless otherwise stated) 2024 2023 Industrial Segment operating income $ 75 $ 72 Depreciation and amortization expense 11 8 Adjusted EBITDA1 $ 86 $ 80 Revenue $ 295 $ 270 Operating income margin 25.4 % 26.7 % Adjusted EBITDA margin2 29.2 % 29.6 % Consumer Segment operating income $ 17 $ 3 Depreciation and amortization expense 19 18 Restructuring (1) — Adjusted EBITDA1 $ 35 $ 21 Revenue $ 286 $ 275 Operating income margin 5.9 % 1.1 % Adjusted EBITDA margin2 12.2 % 7.6 % Software and Advisory Segment operating loss $ (1) $ — Depreciation and amortization expense 11 10 Adjusted EBITDA1 $ 10 $ 10 Revenue $ 89 $ 84 Operating income margin (1.1)% — % Adjusted EBITDA margin2 11.2 % 11.9 % 21 1See definition on previous slide. 2See definition on previous slide.

 
1 The Company defines Adjusted Net Income as net income adjusted for other expense (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. 4Other expense (income), net consists primarily of non-operating gains and losses, income and expenses related to the revaluation performed on designated balance sheet accounts, gains and losses on foreign currency transactions, investment income, equity in earnings of non-consolidated affiliates and non-operating pension and postretirement benefit expenses. ADJUSTED NET INCOME AND ADJUSTED NET INCOME MARGIN1 2 (NON-GAAP MEASURE) Three Months Ended March 31, (in millions, unless otherwise stated) 2024 2023 Net income $ 60 $ 58 Other expense (income), net4 3 (5) Restructuring (1) — Tax effect of adjustments3 (1) 1 Adjusted Net Income1 $ 61 $ 54 Revenue $670 $629 Net income margin 9.0% 9.2% Adjusted Net Income margin2 9.1% 8.6% 22

 
1 The Company defines Adjusted Diluted Earnings Per Share as diluted earnings per share attributable to stockholder of UL Solutions adjusted for other expense (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 March 31, 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 SHARE1 (NON-GAAP MEASURE) Three Months Ended March 31, 2024 2023 Diluted earnings per share2 $ 0.28 $ 0.28 Other expense (income), net 0.02 (0.03) Restructuring (0.01) — Tax effect of adjustments3 (0.01) 0.01 Adjusted Diluted Earnings Per Share1 $ 0.28 $ 0.26 23

 
FREE CASH FLOW1 (NON-GAAP MEASURE) Three Months Ended March 31, LTM2 March 31, (in millions, unless otherwise stated) 2024 2023 2024 2023 Net cash provided by operating activities $ 141 $ 161 447 $ 428 Capital expenditures (57) (63) (209) (184) Free Cash Flow1 $ 84 $ 98 $ 238 $ 244 Revenue $ 670 $ 629 $ 2,719 $ 2,526 Net cash provided by operating activities margin 21.0 % 25.6 % 16.4 % 16.9 % Free Cash Flow margin3 12.5 % 15.6 % 8.8 % 9.7 % 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 24

 
1The Company defines Adjusted EBITDA as net income adjusted for depreciation and amortization expense, interest expense, other expense (income), income tax expense, as well as stock-based compensation expense for equity-settled awards, material asset impairment charges and restructuring expenses, as applicable. 2Last 12 months 3Net Leverage is calculated as total debt less cash and cash equivalents divided by Adjusted EBITDA NET LEVERAGE3 (NON-GAAP MEASURE) 25 LTM2 March 31, (in millions, unless otherwise stated) 2024 Term loans $ 500 Revolving credit facility 85 6.500% senior notes due 2028 300 Total debt $ 885 Cash and cash equivalents 344 Total debt net of cash and cash equivalents $ 541 Adjusted EBITDA1 583 Net Leverage3 0.9

 
v3.24.1.1.u2
Cover
May 20, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date May 20, 2024
Entity Registrant Name UL Solutions Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 001-42012
Entity Tax Identification Number 27-0913800
Entity Address, Address Line One 333 Pfingsten Rd
Entity Address, City or Town Northbrook
Entity Address, State or Province IL
Entity Address, Postal Zip Code 60062
City Area Code 847
Local Phone Number 272-8800
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Class A Common Stock ( $0.001 par value)
Trading Symbol ULS
Security Exchange Name NYSE
Entity Emerging Growth Company false
Amendment Flag false
Entity Central Index Key 0001901440
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