UL Solutions Inc.（與其全資附屬公司統稱為「UL Solutions」和「公司」）是一家全球安全科學領導者，提供獨立的第三方測試、檢驗和認證服務以及相關的軟體和諮詢服務。ULSE Inc.（「UL標準及參與」）控制著該公司普通股過半的表決權。《檢驗機構實驗室公司》（「UL研究機構」）是UL標準及參與的唯一成員。
Since entering the agreement in January 2022, borrowings under the Credit Facility bore interest at a rate per annum equal to, at the Company’s option, (a) in the case of U.S. dollar loans, the Bloomberg Short-term Bank Yield (“BSBY”) rate plus a margin, and for all other currencies, a specified benchmark rate for the applicable currency plus, in certain instances, a specified spread adjustment plus a margin (loans with a rate based on this clause (a), “benchmark rate loans”) or (b) for U.S. dollar loans only, the base rate plus a margin (loans with a rate based on this clause (b), “base rate loans”). In addition, the Credit Facility included a provision that replaces BSBY with the Secured Overnight Financing Rate (“SOFR”) plus certain specified credit spread adjustments in the event that BSBY ceases to be available as a reference rate. In November 2023, the Bloomberg Index Services Limited announced that the permanent cessation of BSBY and all of its tenors will be effective on November 15, 2024. Accordingly, on June 28, 2024, the Company entered into an amendment (the “First Credit Facility Amendment”) to the Credit Facility with Bank of America, N.A. and certain other lenders. The First Credit Facility Amendment provided, among other things, for (i) the replacement of BSBY with Term SOFR plus a SOFR adjustment of 0.10% as a benchmark rate for interest periods commencing subsequent to June 28, 2024; (ii) UL Solutions Inc., which was previously the guarantor of the facility, became the named borrower, and UL LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“UL LLC”), which was previously the named borrower, became the guarantor. The foregoing summary of certain provisions of the First Credit Facility Amendment is qualified in its entirety by reference to the amendment filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024.
Senior Notes
In October 2023, the Company issued $300 million in aggregate principal amount of 6.500% senior notes due 2028 (the “notes”). The notes are senior unsecured obligations of UL Solutions Inc. and are unconditionally guaranteed by UL LLC. Borrowings under the notes bear a fixed interest rate of 6.500% per annum.
14. Common Stock
As of September 30, 2024 the Company was authorized to issue 1,000,000,000 shares of Class A common stock, par value $0.001 per share, 500,000,000 shares of Class B common stock, par value $0.001 per share, and 10,000,000 shares of preferred stock, par value $0.001 per share. As of December 31, 2023 the Company was authorized to issue 200,000,000 shares of Class A common stock, par value $0.001 per share and 200,000,000 shares of Class B common stock, par value $0.001 per share. Class A and Class B common stock each convey the same rights and privileges to their respective holders,
13
except that Class A common stock entitles its holders to 1 vote per share in respect of matters on which shareholders are entitled to vote and Class B common stock entitles its holders to 10 votes per share.
UL Standards & Engagement is the sole holder of UL Solutions’ outstanding Class B common stock, resulting in beneficial ownership of 69.1% and voting power of 95.7% of the Company’s outstanding common stock as of September 30, 2024. As a result, UL Standards & Engagement has the ability to control the outcome of matters submitted to the Company’s stockholders for approval, including the election of directors and the approval of any change of control transaction. The Company meets the definition of a “controlled company” within the meaning of the corporate governance rules of the New York Stock Exchange.
The following table shows the number of shares of common stock outstanding and changes in each class of share:
Class A
Class B
Total
Balance at December 31, 2023
200,000,000
—
200,000,000
Reclassification(a)
(200,000,000)
200,000,000
—
Initial public offering(b)
38,870,000
(38,870,000)
—
Follow-on public offering(c)
23,000,000
(23,000,000)
—
Shares issued under long-term incentive plans
16,444
—
16,444
Balance at September 30, 2024
61,886,444
138,130,000
200,016,444
__________________
(a)On April 11, 2024, the Company filed an amended and restated certificate of incorporation with the Secretary of State of the State of Delaware, which, among other things, reclassified all shares of the Company’s Class A common stock outstanding into shares of Class B common stock. The amended and restated certificate of incorporation, as well as the Company’s amended and restated bylaws, became effective upon such filing.
(b)On April 16, 2024, the Company completed its initial public offering of an aggregate of 38,870,000 shares of Class A common stock by UL Standards & Engagement at a price to the public of $28.00 per share, which included the exercise in full by the underwriters of their overallotment option to purchase an additional 5,070,000 shares of Class A common stock. The Company did not receive any proceeds from the initial public offering.
(c)On September 9, 2024, the Company completed a follow-on public offering of an aggregate of 23,000,000 shares of Class A common stock by UL Standards & Engagement at a price to the public of $49.00 per share, which included the exercise in full by the underwriters of their overallotment option to purchase an additional 3,000,000 shares of Class A common stock. The Company did not receive any proceeds from this offering.
At September 30, 2024, and December 31, 2023, no shares of preferred stock were outstanding.
15. Accumulated Other Comprehensive Loss
The following tables summarize the changes in accumulated other comprehensive loss.
Three Months Ended September 30, 2024
(in millions)
Foreign Currency Translation
Pension and Postretirement Plans
Total
Balance at June 30, 2024, net of tax
$
(74)
$
(96)
$
(170)
Amounts before reclassifications
30
—
30
Amounts reclassified out
—
1
1
Total other comprehensive income, net of tax
30
1
31
Balance at September 30, 2024, net of tax
$
(44)
$
(95)
$
(139)
Three Months Ended September 30, 2023
(in millions)
Foreign Currency Translation
Pension and Postretirement Plans
Total
Balance at June 30, 2023, net of tax
$
(59)
$
(110)
$
(169)
Amounts before reclassifications
(16)
2
(14)
Tax effect
—
(1)
(1)
Total other comprehensive (loss) income, net of tax
(16)
1
(15)
Balance at September 30, 2023, net of tax
$
(75)
$
(109)
$
(184)
14
Nine Months Ended September 30, 2024
(in millions)
Foreign Currency Translation
Pension and Postretirement Plans
Total
Balance at December 31, 2023, net of tax
$
(49)
$
(97)
$
(146)
Amounts before reclassifications
5
(1)
4
Amounts reclassified out
—
3
3
Total other comprehensive income, net of tax
5
2
7
Balance at September 30, 2024, net of tax
$
(44)
$
(95)
$
(139)
Nine Months Ended September 30, 2023
(in millions)
Foreign Currency Translation
Pension and Postretirement Plans
Total
Balance at December 31, 2022, net of tax
$
(54)
$
(112)
$
(166)
Amounts before reclassifications
(21)
4
(17)
Tax effect
—
(1)
(1)
Total other comprehensive (loss) income, net of tax
(21)
3
(18)
Balance at September 30, 2023, net of tax
$
(75)
$
(109)
$
(184)
16. Stock-based and Other Incentive Compensation
In April 2024, the UL Solutions Inc. 2024 Long-Term Incentive Plan (the “2024 LTIP”) became effective and the Company reserved for issuance 20,000,000 shares of Class A common stock in connection with the 2024 LTIP and the UL Solutions Inc. Long-Term Incentive Plan (the “Pre-IPO LTIP”), as well as 5,000,000 additional shares of Class A common stock reserved for issuance under the UL Solutions Inc. 2024 Employee Stock Purchase Plan (the “2024 ESPP”). Upon settlement of stock-based compensation awards, shares of Class A common stock are issued in respect of such awards. Equity awards that are granted and subsequently expire, are cancelled, forfeited, or are used to satisfy required withholding taxes are recycled back into the total number of shares available for issuance under the 2024 LTIP and the Pre-IPO LTIP. As of September 30, 2024, 19,983,556 shares remain available for issuance under the 2024 LTIP and the Pre-IPO LTIP and 5,000,000 shares remain available for issuance under the 2024 ESPP.
Annual equity awards are issued to certain employees and officers, including named executive officers, in order to attract, motivate and retain talent and to maximize their contribution to the long-term success of the Company. Equity awards are also used as part of the compensation provided to the board of directors in the form of restricted stock units. Directors may elect to defer receipt of some or all of their annual cash retainer amounts, which are converted into restricted stock units when and as such cash retainer amounts would have otherwise been paid, for either five years, 10 years or until termination of service from the board.
In May 2024, the Company granted annual equity awards, comprised of restricted stock units and performance share units, to eligible employees, officers and directors. In addition, in connection with the IPO, the Company granted nonqualified stock options and restricted stock units to the Company’s executive team, including named executive officers, and other key employees under the 2024 LTIP.
The Company has outstanding awards under the Pre-IPO LTIP, the majority of which will be settled in shares of Class A common stock.
15
Stock-based compensation expense (benefit) was as follows:
Three Months Ended September 30,
Nine Months Ended September 30,
(in millions)
2024
2023
2024
2023
Cost of revenue
$
1
$
—
$
3
$
1
Selling, general and administrative expenses
9
(3)
22
7
Stock-based compensation expense (benefit)
10
(3)
25
8
Income tax benefit
(1)
—
(4)
(2)
Stock-based compensation expense (benefit), net
$
9
$
(3)
$
21
$
6
Stock-based compensation expense (benefit) by type of award
Restricted stock units
$
5
$
—
$
8
$
—
Performance share units
3
—
4
—
Stock options
1
—
2
—
Stock-settled stock appreciation rights
1
—
2
—
Cash-settled awards
—
(3)
9
8
Stock-based compensation expense (benefit)
$
10
$
(3)
$
25
$
8
Restricted Stock Units
Restricted stock units (“RSUs”) represent the right to receive shares of Class A common stock and are generally subject to continued employment through a three-year ratable vesting period.
The following table summarizes the activity related to the Company’s RSUs during the nine months ended September 30, 2024:
Number of RSUs
Weighted Average Grant Date Fair Value
Outstanding as of December 31, 2023
—
$
—
Granted
799,176
34.67
Forfeited
(37,911)
34.85
Outstanding as of September 30, 2024
761,265
$
34.66
As of September 30, 2024, total unrecognized compensation expense related to RSUs was $19 million and is expected to be recognized over the remaining weighted-average vesting period of 2.3 years.
Performance Share Units
Performance share units (“PSUs”) represent the right to receive shares of Class A common stock based on the achievement of certain performance conditions and are generally subject to continued employment through a three-year cliff vesting period. The performance conditions are based on company-wide non-GAAP revenue and operating income metrics and the number of Class A common shares issued may range from 0% to a maximum potential value of 200% of the award’s target value based on the satisfaction of the applicable metrics over a three-year cumulative performance period.
16
The following table summarizes the activity related to the Company’s PSUs during the nine months ended September 30, 2024:
Number of PSUs
Weighted Average Grant Date Fair Value
Outstanding as of December 31, 2023
—
$
—
Granted
384,483
34.85
Forfeited
(13,358)
34.85
Outstanding as of September 30, 2024
371,125
$
34.85
As of September 30, 2024, total unrecognized compensation expense related to PSUs was $14 million and is expected to be recognized over the remaining weighted-average vesting period of 2.5 years.
Stock Options
Stock options represent the right to purchase shares of Class A common stock and are generally subject to continued employment through a three-year cliff vesting period. Stock options expire ten years from the grant date.
The following table summarizes the activity related to the Company’s stock options during the nine months ended September 30, 2024:
Number of Stock Options
Weighted Average Exercise Price
Weighted Average Remaining Term
Aggregate Intrinsic Value (in millions)
Outstanding as of December 31, 2023
—
$
—
Granted
2,074,299
28.00
Forfeited
(79,719)
28.00
Outstanding as of September 30, 2024
1,994,580
$
28.00
9.5 years
$
42
Exercisable as of September 30, 2024
—
The weighted average grant date fair value per share of stock options granted was $7.84 for the period ended September 30, 2024.
The following table summarizes the assumptions used in the Black-Scholes-Merton option-pricing model that was used to estimate the fair value of the stock options at the grant date:
April 12, 2024
Expected dividend yield
1.79%
Risk-free interest rate
4.48%
Weighted average volatility
24.50%
Expected life (in years)
6.50
As of September 30, 2024, total unrecognized compensation expense related to stock options was $13 million and is expected to be recognized over the remaining weighted-average vesting period of 2.6 years.
Stock Appreciation Rights
The Company has stock appreciation rights outstanding from its Pre-IPO LTIP, which represent the right to receive an amount based on the appreciation in the fair value of the Company’s Class A common stock from the grant date up to a specified date or dates. Prior to the IPO, all stock appreciation rights were Cash-settled Stock Appreciation Rights (“CSARs”). Upon completion of the IPO, the majority of outstanding CSARs were converted to the same number of Stock-settled Stock Appreciation Rights (“SSARs”), which will be settled in shares of Class A common stock under the pre-IPO
17
LTIP. As equity-settled awards, the fair value of the SSARs was determined on the conversion date of April 16, 2024 and, generally, will not be remeasured unless the awards are modified.
The conversion of CSARs to SSARs at the completion of the IPO resulted in a reclassification of $26 million from accrued compensation and benefits and other liabilities to additional paid-in capital on the Company’s Condensed Consolidated Balance Sheet. The CSARs were remeasured to fair value at the conversion date, which resulted in additional pre-tax compensation expense of $9 million in the second quarter of 2024, primarily within selling, general and administrative expenses. The pre-tax compensation expense reduced segment operating income by $4 million, $4 million and $1 million for the Industrial, Consumer and Software & Advisory segments, respectively.
The following table summarizes the activity related to the Company’s CSARs during the nine months ended September 30, 2024:
Number of CSAR Awards
Weighted Average Exercise Price
Weighted Average Remaining Term
Aggregate Intrinsic Value (in millions)
Outstanding as of December 31, 2023
3,452,120
$
18.77
1.72 years
$
37
CSARs converted to SSARs
(1,978,761)
21.12
Exercised
(863,648)
7.46
Cancelled
(470,992)
30.06
Forfeited
(19,815)
29.10
Outstanding as of September 30, 2024
118,904
$
15.47
1.04 years
$
4
Exercisable as of September 30, 2024
104,618
$
13.63
0.75 years
$
4
As of September 30, 2024, total unrecognized compensation expense related to CSARs was immaterial. The weighted average grant date fair value per share of CSARs granted was $5.28 for the period ended September 30, 2024.
The Company had a short-term liability related to its CSARs of $4 million and $37 million recorded within accrued compensation and benefits in the Condensed Consolidated Balance Sheets at September 30, 2024 and December 31, 2023, respectively. The Company had a long-term liability of $0 and $2 million recorded within other liabilities in the Condensed Consolidated Balance Sheets at September 30, 2024 and December 31, 2023, respectively.
The following table summarizes the activity related to the Company’s SSARs during the nine months ended September 30, 2024:
Number of SSAR Awards
Weighted Average Exercise Price
Weighted Average Remaining Term
Aggregate Intrinsic Value (in millions)
Outstanding as of December 31, 2023
—
$
—
SSARs converted from CSARs
1,978,761
21.12
Exercised
(29,278)
13.59
Forfeited
(46,214)
29.12
Outstanding as of September 30, 2024
1,903,269
$
21.04
1.93 years
$
54
Exercisable as of September 30, 2024
959,363
$
13.11
0.82 years
$
35
As of September 30, 2024, total unrecognized compensation expense related to SSARs was $3 million and is expected to be recognized over the remaining weighted-average vesting period of 1.3 years. The weighted average grant date fair value per share of SSARs granted was $6.15 for the period ended September 30, 2024.
18
The following table summarizes the assumptions used in the Black-Scholes-Merton option-pricing models that were used to estimate the fair value of the stock appreciation rights at the conversion date:
April 16, 2024
Expected dividend yield
1.44%
Risk-free interest rate
4.78% - 5.41%
Weighted average volatility
22.50%
Expected life (in years)
0.11 - 2.96
Performance Cash
The Company has Performance Cash awards outstanding from its Pre-IPO LTIP, which represent the right to receive an amount based on the achievement of certain performance conditions and are generally subject to continued employment through a three-year cliff vesting period. The amount may range from 0% to a maximum potential value of 200% of the award’s target value based on the satisfaction of the performance conditions over a three-year cumulative performance period. Prior to the IPO, all Performance Cash awards were settled in cash. Following the IPO, the majority of the outstanding Performance Cash awards will be settled in shares of Class A common stock under the Pre-IPO LTIP.
Compensation expense related to Performance Cash awards was as follows:
Three Months Ended September 30,
Nine Months Ended September 30,
(in millions)
2024
2023
2024
2023
Cost of revenue
$
1
$
1
$
3
$
2
Selling, general and administrative expenses
4
3
16
10
Performance Cash compensation expense
5
4
$
19
$
12
Income tax benefit
—
(1)
(3)
(3)
Performance Cash compensation expense, net
$
5
$
3
$
16
$
9
The Company had a short-term liability related to its Performance Cash awards of $16 million recorded within accrued compensation and benefits in the Condensed Consolidated Balance Sheets for both periods ended September 30, 2024 and December 31, 2023. The Company had a long-term liability of $17 million and $13 million recorded within other liabilities in the Condensed Consolidated Balance Sheets at September 30, 2024 and December 31, 2023 respectively.
17. Commitments and Contingencies
The Company is party in the ordinary course of business to certain claims, litigation, audits and investigations. The Company will record an accrual for a loss contingency when it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. The Company believes it has established adequate accruals for liabilities that are probable and reasonably estimable and that may be incurred in connection with any such currently pending or threatened matter, none of which are material. In the Company’s opinion, the settlement of any such currently pending or threatened matter is not expected to have a material impact on the Company’s financial position, results of operations, or cash flows.
18. Related Party Transactions
In the three and nine month periods ended September 30, 2024, the Company incurred expenses of $6 million and $16 million, respectively, to access the library of standards owned and maintained by UL Standards & Engagement. In the three and nine month periods ended September 30, 2023, the Company incurred expenses of $6 million and $16 million, respectively, to access the library of standards owned and maintained by UL Standards & Engagement.
In the three and nine months ended September 30, 2024, the Company declared and paid regular cash dividends to stockholders, resulting in payments of $20 million and $65 million to UL Standards & Engagement, respectively. In the three and nine months ended September 30, 2023, the Company declared and paid regular cash dividends to its then sole stockholder, UL Standards & Engagement, of $20 million and $60 million, respectively.
19
19. Segment Information
Revenue and operating income of the Company’s segments were as follows:
Three Months Ended September 30,
Nine Months Ended September 30,
(in millions)
2024
2023
2024
2023
Revenue
Industrial
$
317
$
290
$
926
$
852
Consumer
321
295
929
879
Software and Advisory
93
91
276
263
Total revenue
$
731
$
676
$
2,131
$
1,994
Operating income (loss)
Industrial
$
90
$
87
$
250
$
242
Consumer
37
(5)
92
31
Software and Advisory
3
7
5
9
Total operating income
$
130
$
89
$
347
$
282
20
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the Company’s condensed consolidated financial statements and the related notes as of September 30, 2024 and for the three and nine month periods ended September 30, 2024 and 2023, which are included in this Quarterly Report, as well as the Company’s consolidated financial statements and the related notes included in the Company’s final prospectus for its initial public offering (the “IPO”) filed with the Securities and Exchange Commission (the “SEC”) on April 15, 2024 (the “Prospectus”). This discussion and analysis contains forward-looking statements that involve risks and uncertainties about the Company’s business and operations. The Company’s actual results and the timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those the Company describes under “Risk Factors” in Part II Item 1A of the Quarterly Report on Form 10-Q for the period ended March 31, 2024. See “Cautionary Note Regarding Forward-Looking Statements.” Additionally, the Company’s historical results are not necessarily indicative of the results that may be expected for any period in the future.
References to “UL Solutions” and the “Company” refer to UL Solutions Inc. and its consolidated subsidiaries as a whole, unless the context otherwise requires.
Overview
UL Solutions is a global safety science leader that provides independent third-party testing, inspection and certification (“TIC”) services and related software and advisory (“S&A”) offerings.
UL Solutions manages the company and reports its financial results through two businesses, TIC and S&A, and three segments: Industrial, Consumer and Software and Advisory.
Since January 1, 2023, the Company has completed the following acquisitions and divestitures, which impact the comparability of results between periods:
•In July 2024, the Company acquired 100% of the outstanding stock of TesTneT Engineering GmbH (together with its subsidiaries,“TesTneT”) for approximately $19 million. TesTneT is a Germany-based company that provides testing services for various hydrogen storage systems, refueling stations and their components. The results of operations of TesTneT are included in the Industrial segment since the date of acquisition.
•In May 2024, the Company acquired 100% of the outstanding stock of Batterielngenieure GmbH (together with its subsidiaries, “Batterielngenieure”) for approximately $11 million. Batterielngenieure is a Germany-based battery testing company that is in the process of building a laboratory in Aachen, Germany to replace the leased facility it is currently using and to add testing and simulation capacity. The results of operations of Batterielngenieure are included in the Industrial segment since the date of acquisition.
•In May 2024, the Company completed the sale of its payments testing business to an affiliate of Gallant Capital Partners, for a base price of $30 million. The business performed Software and Non-certification Testing and Other Services and the results of operations were included in the Industrial segment until the date of divestiture. The divestiture resulted in a pre-tax gain on sale of $24 million, which was recorded within other income (expense), net in the Company’s consolidated results of operations.
•In August 2023, the Company acquired 100% of the outstanding stock of Certification Entity for Renewable Energies, S.L. (“CERE”) for approximately $14 million. CERE is a Spain-based grid code compliance testing, simulation and certification company, focused on renewable energy and electric vehicle adoption. The results of operations of CERE are included in the Industrial segment since the date of acquisition.
•In July 2023, the Company acquired 100% of the outstanding stock of HBI Compliance Limited (together with its subsidiaries, “Healthy Buildings International”) for approximately $6 million. Healthy Buildings International is a United Kingdom-based health, safety and compliance company. The results of operations of Healthy Buildings International are included in the Software and Advisory segment since the date of acquisition.
21
Components of the Company’s Results of Operations
Revenue
The Company conducts its operations across four major service categories: (1) Certification Testing of products, components and systems according to standards and regulatory requirements and other design and performance specifications; (2) Ongoing Certification Services to validate the continued compliance of previously certified products, components and systems; (3) Non-certification Testing and Other Services, which includes performance testing for customer or other requirements that may not be required by any regulation and may not result in a certification, as well as other services, including advisory and technical services; and (4) Software, comprising software as a service and license-based software solutions, including implementation and training services related to software.
Components of Revenue Change
The Company uses Organic, Acquisition / Divestiture and FX to explain the change in revenue from period to period. Revenue change is calculated as the percentage change in revenue in one period relative to the prior period’s revenue and is a key financial measure that the Company uses to manage its business. The Company defines these components of revenue as follows:
“Organic” reflects revenue change in a given period excluding Acquisition / Divestiture and FX in that same year, expressed in dollars or as a percentage of revenue in the prior period.
“Acquisition / Divestiture” 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 / Divestiture 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.
“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.
Cost of Revenue
Cost of revenue includes personnel related expenses consisting of salaries, incentives, stock-based compensation and other benefits for employees directly attributable to revenue generation across each of the Company’s four major service categories. In addition, cost of revenue includes facility related costs for laboratories and other buildings where testing and inspection services are performed, depreciation on equipment used in testing, amortization of capitalized software, customer-related travel costs, expenses related to third-party contractors or third-party facilities and consumable materials and supplies used in testing and inspection and other costs associated with generating revenue.
Selling, General and Administrative Expenses
Selling, general and administrative expenses include personnel related expenses consisting of salaries, incentives, stock-based compensation and other benefits for indirect administrative functions such as executive, finance, legal, human resources and information technology, not included within cost of revenue. Additionally, selling, general and administrative expenses include third-party consultancy costs, facility costs, depreciation and amortization, internal research and development costs as well as legal and accounting fees, travel, marketing, bad debt and non-chargeable materials and supplies. The Company expects selling, general and administrative expenses will be impacted by costs associated with being a publicly traded company.
Goodwill Impairment
During the third quarter of 2023, the Company identified a triggering event and performed a quantitative impairment assessment for a reporting unit in the Consumer segment, which resulted in a pre-tax goodwill impairment charge of $37 million.
22
Operating Income
Operating income is calculated as revenue less cost of revenue, selling, general and administrative expenses and goodwill impairment. Operating income margin is calculated as operating income as a percentage of revenue.
Components of Operating Income Change
The Company uses Organic, Acquisition / Divestiture and FX to explain the change in operating income from period to period. Operating income change is calculated as the percentage change in operating income in one period relative to the prior period’s operating income and is a key financial measure that the Company uses to manage its business. The Company defines these components of operating income as follows:
“Organic” reflects total operating income change in a given period excluding Acquisition / Divestiture and FX in that same period, expressed in dollars or as a percentage of operating income in the prior period.
“Acquisition / Divestiture” is calculated as operating income 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 operating income in the prior period. Operating income change from an acquisition or disposal is measured as Acquisition / Divestiture for the initial twelve-month period following the acquisition or disposal date. Subsequently, operating income impact from the acquired or disposed business is measured as Organic. Acquisition / Divestiture also includes the change in due diligence related costs for merger and acquisition and disposal activities.
“FX” reflects the impact that foreign currency exchange rates have on operating income in a given period expressed in dollars or as a percentage of operating income in the prior period. The Company uses constant currency to calculate the FX impact on operating income in a given period by translating current period operating income at prior period exchange rates, expressed as a percentage of operating income in the prior period.
“Goodwill Impairment” reflects goodwill impairment charges recorded when the carrying amount of a reporting unit exceeds its fair value.
Interest Expense
Interest expense consists primarily of interest expense on the Company’s debt obligations.
Other Income (Expense), net
Other income (expense), 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, non-operating pension and postretirement benefit expenses and gains on divestitures.
Income Before Income Taxes
Income before income taxes is calculated as revenue less cost of revenue, selling, general and administrative expenses, goodwill impairment, interest expense and other income (expense), net.
Income Tax Expense
Income tax expense consists of current and deferred federal and state taxes for the Company’s U.S. and foreign jurisdictions.
Net Income
Net income is calculated as revenue less cost of revenue, selling, general and administrative expenses, goodwill impairment, interest expense, other income (expense), net and income tax expense. Net income margin is calculated as net income as a percentage of revenue.
23
Results of Operations
The following table sets forth the Company’s condensed consolidated results of operations for the periods presented.
Three Months Ended September 30, 2024 Compared to Three Months Ended September 30, 2023
Three Months Ended September 30,
Change
(in millions)
2024
% Revenue
2023
% Revenue
Revenue
$
731
N/A
$
676
N/A
$
55
Cost of revenue
373
51.0
%
344
50.9
%
29
Selling, general and administrative expenses
228
31.2
%
206
30.5
%
22
Goodwill impairment
—
—
%
37
5.5
%
(37)
Operating income
130
17.8
%
89
13.2
%
41
Interest expense
(14)
(1.9)
%
(7)
(1.0)
%
(7)
Other income (expense), net
—
—
%
(7)
(1.0)
%
7
Income before income taxes
116
15.9
%
75
11.1
%
41
Income tax expense
22
3.0
%
18
2.7
%
4
Net income
$
94
12.9
%
$
57
8.4
%
37
Revenue
Three Months Ended September 30,
(in millions)
2024
2023
Change
% Change
Industrial
$
317
$
290
$
27
9.3
%
Consumer
321
295
26
8.8
%
Software and Advisory
93
91
2
2.2
%
Total
$
731
$
676
$
55
8.1
%
Revenue increased by $55 million, or 8.1%, for the three months ended September 30, 2024, as compared to the same period in 2023. Revenue increased on an organic basis by $63 million, or 9.3%, due to organic growth across all segments in the third quarter of 2024, driven by the Industrial and Consumer segments in Certification Testing and Ongoing Certification Services revenue. Acquisitions / Divestitures decreased revenue by $6 million, or 0.9%, primarily due to the sale of the payments testing business in the Industrial segment.
Three Months Ended September 30, 2024
(in millions)
Organic
Acquisition / Divestiture
FX
Total
Organic % Change
Total % Change
Revenue change
Industrial
$
34
$
(6)
$
(1)
$
27
11.7
%
9.3
%
Consumer
27
—
(1)
26
9.2
%
8.8
%
Software and Advisory
2
—
—
2
2.2
%
2.2
%
Total
$
63
$
(6)
$
(2)
$
55
9.3
%
8.1
%
Cost of Revenue
Cost of revenue increased by $29 million, or 8.4%, for the three months ended September 30, 2024, as compared to the same period in 2023, due to increased compensation expenses of $20 million, primarily due to higher costs associated with performance-based incentives, including the Company’s annual cash bonus plan, as well as base salary increases. In addition, depreciation and amortization increased $8 million related to the completion of additional laboratory capacity and software placed in service.
24
Selling, General and Administrative Expenses
Selling, general and administrative expenses increased by $22 million, or 10.7%, for the three months ended September 30, 2024, as compared to the same period in 2023, due to increased compensation expenses of $27 million, primarily due to higher costs associated with performance-based incentives, including the Company’s long-term incentive awards, sales incentive plans, and annual cash bonus plan. In addition, in 2023 the estimated fair value of outstanding Cash-settled Stock Appreciation Rights (“CSARs”) issued under the Company’s Long-Term Incentive Plan (the “pre-IPO LTIP”) decreased, which did not reoccur in 2024.
During the three months ended September 30, 2024 and 2023, the Company incurred $2 million and $1 million of expenses, respectively, related to the IPO completed in April 2024 and a follow-on public offering completed in September 2024.
Goodwill Impairment
During the three months ended September 30, 2023, the Company identified a triggering event requiring a quantitative impairment assessment for a reporting unit in the Consumer segment, which resulted in a pre-tax goodwill impairment charge of $37 million which did not reoccur in 2024.
Interest Expense
Interest expense increased by $7 million for the three months ended September 30, 2024, as compared to the same period in 2023. The increase is primarily due to interest on the Company’s outstanding 6.500% senior notes due 2028 (the “notes”) which were not outstanding in the same period in 2023. For additional information refer to “—Liquidity and Capital Resources.”
Other Income (Expense), net
Other income (expense), net increased by $7 million in the three months ended September 30, 2024 as compared to the same period in 2023. The increase was primarily driven by a $10 million change in foreign currency exchange losses on intercompany loans and transaction settlements.
Income Tax Expense
The effective tax rate for the three months ended September 30, 2024 was 19.0%, which differed from the U.S. statutory rate of 21% primarily due to earnings subject to lower tax rates in foreign jurisdictions and a discrete tax benefit for the release of valuation allowances. This was partially offset by Section 162(m) limitations on current year compensation deductions of certain executive officers and U.S. tax on Global Intangible Low Taxed Income (“GILTI”) net of related foreign tax credits.
The effective tax rate for the three months ended September 30, 2023 was 24.0%, which differed from the U.S. statutory tax rate of 21% primarily due to the impact of non-deductible goodwill impairment and U.S. tax on GILTI net of related foreign tax credits, partially offset by earnings subject to lower tax rates in foreign jurisdictions and research and development tax credits.
Several countries in which the Company operates have adopted aspects of Pillar Two rules which impose a 15% corporate minimum tax into their local legislation effective January 1, 2024. In accordance with Financial Accounting Standards Board guidance which states that the Pillar Two minimum tax should be reflected as a period cost in the period the law is effective rather than enacted, the Company has reflected the impact of the Pillar Two rules that are effective as of September 30, 2024 in its financial results for the three months ended September 30, 2024, and the impact is immaterial. The Company is continuing to evaluate aspects of the legislation that will be effective January 1, 2025 and the potential impact on future periods as such changes could result in an increase in its effective tax rate in 2025 and/or other future periods.
25
Nine Months Ended September 30, 2024 Compared to Nine Months Ended September 30, 2023
Nine Months Ended September 30,
Change
(in millions)
2024
% Revenue
2023
% Revenue
Revenue
$
2,131
N/A
$
1,994
N/A
$
137
Cost of revenue
1,088
51.1
%
1,031
51.7
%
57
Selling, general and administrative expenses
696
32.7
%
644
32.3
%
52
Goodwill impairment
—
—
%
37
1.9
%
(37)
Operating income
347
16.3
%
282
14.1
%
65
Interest expense
(42)
(2.0)
%
(23)
(1.2)
%
(19)
Other income (expense), net
18
0.8
%
8
0.4
%
10
Income before income taxes
323
15.2
%
267
13.4
%
56
Income tax expense
63
3.0
%
53
2.7
%
10
Net income
$
260
12.2
%
$
214
10.7
%
46
Revenue
Nine Months Ended September 30,
(in millions)
2024
2023
Change
% Change
Industrial
$
926
$
852
$
74
8.7
%
Consumer
929
879
50
5.7
%
Software and Advisory
276
263
13
4.9
%
Total
$
2,131
$
1,994
$
137
6.9
%
Revenue increased by $137 million, or 6.9%, for the nine months ended September 30, 2024, as compared to the same period in 2023. Revenue increased on an organic basis by $168 million, or 8.4%, due to organic growth across all segments in 2024, driven by the Industrial and Consumer segments in Certification Testing and Ongoing Certification Services revenue. FX decreased revenue by $20 million, or 1.0%, primarily due to the relative weakness of the Japanese yen and the Chinese renminbi. Acquisitions / Divestitures decreased revenue by $11 million, or 0.6%, primarily due to the sale of the payments testing business in the Industrial segment.
Nine Months Ended September 30, 2024
(in millions)
Organic
Acquisition / Divestiture
FX
Total
Organic % Change
Total % Change
Revenue change
Industrial
$
95
$
(12)
$
(9)
$
74
11.2
%
8.7
%
Consumer
62
(1)
(11)
50
7.1
%
5.7
%
Software and Advisory
11
2
—
13
4.2
%
4.9
%
Total
$
168
$
(11)
$
(20)
$
137
8.4
%
6.9
%
Cost of Revenue
Cost of revenue increased by $57 million, or 5.5%, for the nine months ended September 30, 2024, as compared to the same period in 2023, primarily due to increased compensation expenses of $36 million, related to base salary increases, higher healthcare costs and higher costs associated with performance-based incentives, including the Company’s annual cash bonus plan. In addition, depreciation and amortization increased $20 million related to the completion of additional laboratory capacity and software placed in service. FX decreased cost of revenue by $10 million, primarily due to the relative weakness of the Japanese yen and Chinese renminbi.
26
Selling, General and Administrative Expenses
Selling, general and administrative expenses increased by $52 million, or 8.1%, for the nine months ended September 30, 2024, as compared to the same period in 2023, due to increased compensation expenses of $41 million, primarily due to higher costs associated with performance-based incentives, including the Company’s long-term incentive awards and sales incentive plans, base salary increases and higher healthcare costs. In addition, bad debt expenses increased $7 million due to the impact of higher write-offs in 2024 and professional fees increased $5 million related to higher costs related to the Company’s public offerings and higher accounting and legal costs. FX decreased selling, general and administrative expenses by $6 million, primarily due to the relative weakness of the Chinese renminbi and Japanese yen.
During the nine months ended September 30, 2024 and 2023, the Company incurred $6 million and $2 million of expenses, respectively, related to the IPO completed in April 2024 and a follow-on public offering completed in September 2024.
Goodwill Impairment
During the nine months ended September 30, 2023, the Company identified a triggering event requiring a quantitative impairment assessment for a reporting unit in the Consumer segment, which resulted in a pre-tax goodwill impairment charge of $37 million which did not reoccur in 2024.
Interest Expense
Interest expense increased by $19 million for the nine months ended September 30, 2024, as compared to the same period in 2023. The increase is primarily due to interest on the Company’s outstanding senior notes which were not outstanding in the same period in 2023. For additional information refer to “—Liquidity and Capital Resources.”
Other Income (Expense), net
Other income (expense), net increased by $10 million in the nine months ended September 30, 2024 as compared to the same period in 2023. The increase was primarily due to a $24 million gain on divestiture of the Company’s payments testing business in May 2024. The increase was partially offset by $7 million of unrealized gains on equity investments in the nine months ended September 30, 2023 that did not reoccur in 2024.
Income Tax
The effective tax rate for the nine months ended September 30, 2024 was 19.5%, which differed from the U.S. statutory rate of 21% primarily due to earnings subject to lower tax rates in foreign jurisdictions and a discrete tax benefit for the release of valuation allowances. This was partially offset by a discrete tax expense for the reduction to previously established deferred tax assets of approximately $5 million due to the Company becoming subject to Section 162(m) of the U.S. Internal Revenue Code, which limits U.S. public company compensation expenses of certain executive officers that were previously deductible as a private company, as well as Section 162(m) limitations on current year deductions and U.S. tax on GILTI net of related foreign tax credits.
The effective tax rate for the nine months ended September 30, 2023, was 19.9%, which differed from the U.S. statutory tax rate of 21% primarily due to earnings subject to lower tax rates in foreign jurisdictions and research and development tax credits, partially offset by the impact of non-deductible goodwill impairment and U.S. tax on GILTI net of related foreign tax credits.
Several countries in which the Company operates have adopted aspects of Pillar Two rules which impose a 15% corporate minimum tax into their local legislation effective January 1, 2024. In accordance with Financial Accounting Standards Board guidance which states that the Pillar Two minimum tax should be reflected as a period cost in the period the law is effective rather than enacted, the Company has reflected the impact of the Pillar Two rules that are effective January 1, 2024 in its financial results for the nine months ended September 30, 2024, and the impact is immaterial. The Company is continuing to evaluate aspects of the legislation that will be effective January 1, 2025 and the potential impact on future periods as such changes could result in an increase in its effective tax rate in 2025 and/or other future periods.
Industrial
The Industrial segment provides TIC services to help ensure customers’ industrial products meet or exceed international standards for product safety, performance and sustainability. The Industrial segment provides services that address needs
27
across a number of end markets, including energy, industrial automation, engineered materials (plastics and wire and cable) and built environment, and across a variety of stakeholders, including manufacturers, building owners, end users and regulators.
The following table summarizes the change in Industrial’s revenue and operating income for the periods presented:
Three Months Ended September 30,
Nine Months Ended September 30,
(in millions)
2024
2023
2024
2023
Revenue
$
317
$
290
$
926
$
852
Revenue change analysis:
Organic
$
34
$
35
$
95
$
75
Acquisition / Divestiture
(6)
1
(12)
3
FX
(1)
1
(9)
(9)
Total revenue change
$
27
$
37
$
74
$
69
Segment operating income
$
90
$
87
$
250
$
242
Segment operating income change analysis:
Organic
$
5
$
19
$
22
$
31
Acquisition / Divestiture
(2)
(2)
(11)
(3)
FX
—
(1)
(3)
(5)
Total segment operating income change
$
3
$
16
$
8
$
23
Segment operating income margin
28.4
%
30.0
%
27.0
%
28.4
%
Three Months Ended September 30, 2024 Compared to Three Months Ended September 30, 2023
Revenue
Revenue increased by $27 million, or 9.3%, for the three months ended September 30, 2024, as compared to the same period in 2023. On an organic basis, revenue increased $34 million or 11.7%, primarily due to growth in Ongoing Certification Services revenue of $17 million across most industries due in part to additional volume and price increases. Certification Testing revenue increased $15 million, driven by continued demand for electrical products and components, renewable energy and component certification testing, as well as returns on new capacity provided by recent laboratory investments. Acquisitions / Divestitures decreased revenue by $6 million, or 2.1%, primarily due to the sale of the payments testing business.
Segment Operating Income
Segment operating income increased by $3 million, or 3.4%, for the three months ended September 30, 2024, as compared to the same period in 2023 primarily due to the $34 million increase in organic revenue noted above partially offset by a $29 million increase in expenses. Expenses increased due to higher compensation expenses of $22 million primarily due to higher costs associated with performance-based incentives, a prior year CSAR benefit under the Company’s pre-IPO LTIP which did not reoccur in 2024, as well as base salary and headcount increases.
Nine Months Ended September 30, 2024 Compared to Nine Months Ended September 30, 2023
Revenue
Revenue increased by $74 million, or 8.7%, for the nine months ended September 30, 2024, as compared to the same period in 2023. On an organic basis, revenue increased $95 million or 11.2%, primarily due to growth in Ongoing Certification Services revenue of $46 million across most industries due in part to additional volume and price increases. Certification Testing revenue increased $42 million, driven by continued demand for electrical products and components, renewable energy and component certification testing, as well as returns on new capacity provided by recent laboratory investments. Acquisitions / Divestitures decreased revenue by $12 million, or 1.4%, primarily due to the sale of the payments testing
28
business. FX decreased revenue by $9 million, or 1.1%, primarily due to the relative weakness of the Japanese yen and Chinese renminbi.
Segment Operating Income
Segment operating income increased by $8 million, or 3.3%, for the nine months ended September 30, 2024, as compared to the same period in 2023 primarily due to the $95 million increase in organic revenue noted above partially offset by a $73 million increase in expenses. Expenses increased due to higher compensation expenses of $44 million primarily due to base salary and headcount increases, higher costs associated with performance-based incentives and higher healthcare costs. Additionally, professional fees increased $8 million primarily related to outsourced labor associated with higher revenue, ongoing software projects and higher costs related to the Company’s public offerings. Depreciation and amortization increased $6 million related to the completion of additional laboratory capacity. Acquisitions / Divestitures decreased segment operating income by $11 million, primarily due to the sale of the payments testing business and due diligence related costs.
Consumer
The Consumer segment provides a variety of global product market acceptance and risk mitigation services for customers in the consumer products end market, including consumer electronics, medical devices, information technologies, appliances, HVAC, lighting, retail (softlines and hardlines) and emerging consumer applications, including new mobility, smart products and 5G. The primary services offered by this segment include safety certification testing, ongoing certification, global market access, testing for connectivity, performance and quality and critical systems advisory and training.
The following table summarizes the change in Consumer’s revenue and operating income (loss) for the periods presented:
Three Months Ended September 30,
Nine Months Ended September 30,
(in millions)
2024
2023
2024
2023
Revenue
$
321
$
295
$
929
$
879
Revenue change analysis:
Organic
$
27
$
10
$
62
$
31
Acquisition / Divestiture
—
3
(1)
11
FX
(1)
(1)
(11)
(14)
Total revenue change
$
26
$
12
$
50
$
28
Segment operating income (loss)
$
37
$
(5)
$
92
$
31
Segment operating income (loss) change analysis:
Organic
$
4
$
—
$
24
$
(9)
Acquisition / Divestiture
1
(1)
2
(5)
FX
—
(1)
(2)
(2)
Goodwill impairment
37
(37)
37
(37)
Total segment operating income (loss) change
$
42
$
(39)
$
61
$
(53)
Segment operating income (loss) margin
11.5
%
(1.7)
%
9.9
%
3.5
%
Three Months Ended September 30, 2024 Compared to Three Months Ended September 30, 2023
Revenue
Revenue increased by $26 million, or 8.8%, for the three months ended September 30, 2024, as compared to the same period in 2023. On an organic basis, revenue increased $27 million, or 9.2%, primarily due to Non-certification Testing and Other Services revenue growth of $13 million in retail due to increased capacity and demand and in consumer technology driven by higher electromagnetic compatibility testing for automotive and consumer electronics. Certification Testing revenue increased $9 million due to new customer opportunities in consumer technology as well as strength in HVAC as a result of low global warming potential refrigerant regulations.
29
Segment Operating Income
Segment operating income increased by $42 million for the three months ended September 30, 2024, as compared an operating loss of $5 million in 2023 primarily due to the $27 million increase in organic revenue noted above and a goodwill impairment charge of $37 million in the mobility industry in the three months ended September 30, 2023 which did not reoccur in 2024. This was partially offset by a $23 million increase in organic expenses primarily due to higher compensation expenses of $19 million, related to higher costs associated with performance-based incentives and a prior year CSAR benefit under the Company’s pre-IPO LTIP which did not reoccur in 2024.
Nine Months Ended September 30, 2024 Compared to Nine Months Ended September 30, 2023
Revenue
Revenue increased by $50 million, or 5.7%, for the nine months ended September 30, 2024, as compared to the same period in 2023. On an organic basis, revenue increased $62 million, or 7.1%, primarily due to Non-certification Testing and Other Services revenue growth of $33 million in retail due to increased capacity and demand and in consumer technology driven by higher electromagnetic compatibility testing for automotive and consumer electronics. Certification Testing revenue increased $18 million due to medical growth and strength in HVAC. Ongoing Certification Services revenue increased $11 million due to consumer technology driven by higher electromagnetic compatibility testing for automotive and consumer electronics as well as strength in HVAC. FX decreased revenue by $11 million, or 1.3%, primarily due to the relative weakness of the Japanese yen and Chinese renminbi.
Segment Operating Income
Segment operating income increased by $61 million for the nine months ended September 30, 2024, as compared to the same period in 2023 primarily due to the $62 million increase in organic revenue noted above and a goodwill impairment charge of $37 million in the mobility industry in the nine months ended September 30, 2023, which did not reoccur in 2024. This was partially offset by a $38 million increase in organic expenses primarily due to higher compensation expenses of $22 million, related to higher costs associated with performance-based incentives and higher healthcare costs. Additionally, professional fees increased $5 million primarily related to ongoing software projects and higher costs related to the Company’s public offerings and depreciation and amortization increased $5 million related to the completion of additional laboratory capacity and software placed in service.
Software and Advisory
The Software and Advisory segment provides complementary software and advisory solutions that extend the value proposition of TIC services the Company offers. The software and technical advisory offerings enable the Company’s customers to manage complex regulatory requirements, deliver supply chain transparency and operationalize sustainability.
30
The following table summarizes the change in Software and Advisory’s revenue and operating income for the periods presented:
Three Months Ended September 30,
Nine Months Ended September 30,
(in millions)
2024
2023
2024
2023
Revenue
$
93
$
91
$
276
$
263
Revenue change analysis:
Organic
$
2
$
2
$
11
$
5
Acquisition / Divestiture
—
1
2
1
FX
—
1
—
—
Total revenue change
$
2
$
4
$
13
$
6
Segment operating income
$
3
$
7
$
5
$
9
Segment operating income change analysis:
Organic
$
(4)
$
(3)
$
(4)
$
(8)
Acquisition / Divestiture
—
—
(1)
—
FX
—
—
1
—
Total segment operating income change
$
(4)
$
(3)
$
(4)
$
(8)
Segment operating income margin
3.2
%
7.7
%
1.8
%
3.4
%
Three Months Ended September 30, 2024 Compared to Three Months Ended September 30, 2023
Revenue
Revenue increased on a total and organic basis by $2 million, or 2.2%, for the three months ended September 30, 2024, as compared to the same period in 2023 driven by demand for software, including retail product compliance and sustainability solutions.
Segment Operating Income
Segment operating income decreased by $4 million for the three months ended September 30, 2024, as compared to the same period in 2023 primarily due to a $6 million increase in expenses, partially offset by the $2 million increase in organic revenue noted above. Expenses increased due to higher compensation expenses of $5 million primarily due to higher costs associated with company-wide performance-based incentives.
Nine Months Ended September 30, 2024 Compared to Nine Months Ended September 30, 2023
Revenue
Revenue increased by $13 million, or 4.9%, for the nine months ended September 30, 2024, as compared to the same period in 2023. On an organic basis, revenue increased $11 million, or 4.2%, driven by $8 million of software revenue growth and advisory revenue growth of $3 million related to, in part, demand for sustainability services.
Segment Operating Income
Segment operating income decreased by $4 million for the nine months ended September 30, 2024, as compared to the same period in 2023 primarily due to a $15 million increase in expenses, partially offset by the $11 million increase in organic revenue noted above. Expenses increased due to higher compensation expenses of $11 million primarily due to higher costs associated with company-wide performance-based incentives.
31
Non-GAAP Financial Measures
In addition to financial measures determined in accordance with accounting principles generally accepted in the United States of America (“GAAP”), the Company considers a variety of financial and operating measures in assessing the performance of the Company’s 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 the Company believes these measures provide 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 these non-GAAP financial measures provide a meaningful measure of business performance and provide a basis for comparing its 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 its 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), net, 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), net, 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.
The table below presents these non-GAAP measures with the most directly comparable GAAP measures.
Three Months Ended September 30,
Nine Months Ended September 30,
(in millions, unless otherwise stated)
2024
2023
2024
2023
Net income
$
94
$
57
$
260
$
214
Net income margin
12.9
%
8.4
%
12.2
%
10.7
%
Adjusted EBITDA
$
183
$
163
$
487
$
430
Adjusted EBITDA margin
25.0
%
24.1
%
22.9
%
21.6
%
Adjusted Net Income
$
104
$
98
$
259
$
242
Adjusted Net Income margin
14.2
%
14.5
%
12.2
%
12.1
%
Diluted Earnings per Share
$
0.44
$
0.27
$
1.22
$
1.01
Adjusted Diluted Earnings Per Share
$
0.49
$
0.47
$
1.21
$
1.15
Net Cash provided by Operating Activities
$
394
$
341
Free Cash Flow
$
215
$
185
Adjusted EBITDA
The Company defines Adjusted EBITDA as net income adjusted for depreciation and amortization expense, interest expense, other expense (income), net, income tax expense, as well as stock-based compensation expense for equity-settled awards,
32
material asset impairment charges and restructuring expenses, as applicable. Adjusted EBITDA margin is calculated as Adjusted EBITDA as a percentage of revenue.
The table below reconciles net income to Adjusted EBITDA.
Three Months Ended September 30,
Nine Months Ended September 30,
(in millions, unless otherwise stated)
2024
2023
2024
2023
Net income
$
94
$
57
$
260
$
214
Depreciation and amortization expense
43
37
125
111
Interest expense
14
7
42
23
Other expense (income), net
—
7
(18)
(8)
Income tax expense
22
18
63
53
Stock-based compensation
10
—
16
—
Goodwill impairment
—
37
—
37
Restructuring
—
—
(1)
—
Adjusted EBITDA
$
183
$
163
$
487
$
430
Revenue
$
731
$
676
$
2,131
$
1,994
Net income margin
12.9
%
8.4
%
12.2
%
10.7
%
Adjusted EBITDA margin
25.0
%
24.1
%
22.9
%
21.6
%
33
The table below reconciles segment operating income to segment Adjusted EBITDA.
Three Months Ended September 30,
Nine Months Ended September 30,
(in millions, unless otherwise stated)
2024
2023
2024
2023
Industrial
Segment operating income
$
90
$
87
$
250
$
242
Depreciation and amortization expense
12
9
33
26
Stock-based compensation
4
—
6
—
Adjusted EBITDA
$
106
$
96
$
289
$
268
Revenue
$
317
$
290
$
926
$
852
Operating income margin
28.4
%
30.0
%
27.0
%
28.4
%
Adjusted EBITDA margin
33.4
%
33.1
%
31.2
%
31.5
%
Consumer
Segment operating income (loss)
$
37
$
(5)
$
92
$
31
Depreciation and amortization expense
20
18
59
55
Stock-based compensation
5
—
8
—
Goodwill impairment
—
37
—
37
Restructuring
—
—
(1)
—
Adjusted EBITDA
$
62
$
50
$
158
$
123
Revenue
$
321
$
295
$
929
$
879
Operating income (loss) margin
11.5
%
(1.7)
%
9.9
%
3.5
%
Adjusted EBITDA margin
19.3
%
16.9
%
17.0
%
14.0
%
Software and Advisory
Segment operating income
$
3
$
7
$
5
$
9
Depreciation and amortization expense
11
10
33
30
Stock-based compensation
1
—
2
—
Adjusted EBITDA
$
15
$
17
$
40
$
39
Revenue
$
93
$
91
$
276
$
263
Operating income margin
3.2
%
7.7
%
1.8
%
3.4
%
Adjusted EBITDA margin
16.1
%
18.7
%
14.5
%
14.8
%
Adjusted EBITDA
$
183
$
163
$
487
$
430
Adjusted Net Income
The Company defines Adjusted Net Income as net income adjusted for other expense (income), net, stock-based compensation expense for equity-settled awards, material asset impairment charges and restructuring expenses, as applicable, each net of tax. Adjusted Net Income margin is calculated as Adjusted Net Income as a percentage of revenue.
34
The table below reconciles net income to Adjusted Net Income.
Three Months Ended September 30,
Nine Months Ended September 30,
(in millions, unless otherwise stated)
2024
2023
2024
2023
Net income
$
94
$
57
$
260
$
214
Other expense (income), net
—
7
(18)
(8)
Stock-based compensation
10
—
16
—
Goodwill impairment
—
37
—
37
Restructuring
—
—
(1)
—
Tax effect of adjustments(a)
—
(3)
2
(1)
Adjusted Net Income
$
104
$
98
$
259
$
242
Revenue
$
731
$
676
$
2,131
$
1,994
Net income margin
12.9
%
8.4
%
12.2
%
10.7
%
Adjusted Net Income margin
14.2
%
14.5
%
12.2
%
12.1
%
__________________
(a)The Company computed the tax effect of adjustments to net earnings by applying the statutory tax rate in the relevant jurisdictions to the taxable 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
The Company defines Adjusted Diluted Earnings Per Share as diluted earnings per share attributable to stockholders of UL Solutions adjusted for other expense (income), net, stock-based compensation expense for equity-settled awards, material asset impairment charges and restructuring expenses, as applicable.
The table below reconciles diluted earnings per share to Adjusted Diluted Earnings Per Share.
Three Months Ended September 30,
Nine Months Ended September 30,
2024
2023
2024
2023
Diluted earnings per share(a)
$
0.44
$
0.27
$
1.22
$
1.01
Other expense (income), net
—
0.03
(0.09)
(0.04)
Stock-based compensation
0.05
—
0.08
—
Goodwill impairment
—
0.19
—
0.19
Restructuring
—
—
(0.01)
—
Tax effect of adjustments(b)
—
(0.02)
0.01
(0.01)
Adjusted Diluted Earnings Per Share(a)
$
0.49
$
0.47
$
1.21
$
1.15
__________
(a)Diluted earnings per share and Adjusted Diluted Earnings Per Share have been adjusted for the period ended September 30, 2023 to reflect a 2-for-1 forward split of the Company’s Class A common stock effected on November 20, 2023.
(b)The Company computed the tax effect of adjustments to net earnings by applying the statutory tax rate in the relevant jurisdictions to the taxable income or expense items that are adjusted in the period presented. If a valuation allowance exists, the rate applied is zero.
Free Cash Flow
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.
35
The table below reconciles net cash provided by operating activities to Free Cash Flow.
Nine Months Ended September 30,
(in millions)
2024
2023
Net cash provided by operating activities
$
394
$
341
Capital expenditures
(179)
(156)
Free Cash Flow
$
215
$
185
Liquidity and Capital Resources
Overview
The Company’s primary sources of liquidity are cash and cash equivalents on hand, cash flows from operating activities and cash borrowed under a credit agreement with Bank of America, N.A. and certain other lenders, which provides for senior unsecured credit facilities in an aggregate principal amount of $1,250 million (collectively, the “Credit Facility”). The Company believes the combination of cash and cash equivalents on hand, the generation of cash from operating activities, funds available under the Credit Facility and the Company’s ability to access the capital markets provide sufficient liquidity to meet the Company’s cash requirements for working capital, capital expenditures, service of indebtedness and to address other needs for the next twelve months and the foreseeable future thereafter, as well as to finance acquisitions, make contributions to the Company’s pension and postretirement plans and pay dividends to stockholders, as the Company’s board of directors deems appropriate.
The Company’s cash flows from operations, borrowing availability and overall liquidity are subject to certain risks and uncertainties, including those referenced in the section titled “Risk Factors” in Part II Item 1A of the Quarterly Report on Form 10-Q for the quarter ended March 31, 2024. In addition, the Company cannot predict whether or when it may enter into acquisitions, joint ventures or dispositions, make contributions to the Company’s pension and postretirement plans, pay dividends, or what impact any such transactions could have on the Company’s financial condition, results of operations or cash flows.
As of September 30, 2024, the Company had $327 million in cash and cash equivalents and $744 million of unused availability under the Credit Facility and access to an accordion feature permitting an increase in the Credit Facility by an aggregate amount of up to $625 million (of which up to $400 million may consist of term loans), subject to the consent of any lenders providing such increase, the absence of any default or event of default and entry into customary documentation with respect to such increase.
Cash Flows
The following table is a summary of the Company’s cash flow activity:
Nine Months Ended September 30,
(in millions)
2024
2023
Net cash provided by operating activities
$
394
$
341
Net cash used in investing activities
$
(175)
$
(118)
Net cash used in financing activities
$
(202)
$
(75)
Cash flows from operating activities
Net cash provided by operating activities was $394 million for the nine months ended September 30, 2024, an increase of $53 million compared to net cash provided by operating activities of $341 million for the same period in 2023. The increase was primarily driven by lower payments on the Company’s CSARs during the nine months ended September 30, 2024 compared to the same period in 2023.
36
Cash flows from investing activities
Net cash used in investing activities was $175 million for the nine months ended September 30, 2024, an increase of $57 million compared to net cash used in investing activities of $118 million for the same period in 2023. The increase in cash used in investing activities was primarily driven by a $49 million net decrease in sales of short-term investments, a $23 million increase in capital expenditures and an $8 million increase in cash paid for acquisitions during the current period, partially offset by a $26 million increase in proceeds from divestitures during the current period.
Cash flows from financing activities
Net cash used in financing activities was $202 million for the nine months ended September 30, 2024, an increase of $127 million compared to net cash used in financing activities of $75 million for the same period in 2023. The change was primarily driven by a $110 million net increase in repayments of long-term debt during the current period and a $15 million increase in dividends to stockholders of UL Solutions during the current period.
Capital Expenditures
The Company makes strategic investments in capital expenditures to enable growth by expanding testing capacity to meet increased demand, to enable new capabilities and product offerings and to increase the efficiency of the Company’s processes. Capital expenditures include the building and refurbishment of laboratories and office space, the replacement and upgrade of existing laboratory equipment at the end of its useful life, and investments in technology for internal-use and sale to customers through product development of new software and enhancements of existing software. Cash paid for capital expenditures increased $23 million, to $179 million for the nine months ended September 30, 2024, compared to $156 million for the same period in 2023.
Long-Term Debt
Credit Facility
In January 2022, the Company entered into a credit agreement with Bank of America, N.A. and certain other lenders, which provides for senior unsecured credit facilities in an aggregate principal amount of $1,250 million (collectively, the “Credit Facility”), consisting of term loans and revolving loan commitments. As of September 30, 2024, the Company was in compliance with all covenants under the Credit Facility.
Since entering the agreement in January 2022, borrowings under the Credit Facility bore interest at a rate per annum equal to, at Company’s option, (a) in the case of U.S. dollar loans, the Bloomberg Short-term Bank Yield (“BSBY”) rate plus a margin, and for all other currencies, a specified benchmark rate for the applicable currency plus, in certain instances, a specified spread adjustment plus a margin (loans with a rate based on this clause (a), “benchmark rate loans”) or (b) for U.S. dollar loans only, the base rate plus a margin (loans with a rate based on this clause (b), “base rate loans”). In addition, the Credit Facility included a provision that replaces BSBY with the Secured Overnight Financing Rate (“SOFR”) plus certain specified credit spread adjustments in the event that BSBY ceases to be available as a reference rate. In November 2023, the Bloomberg Index Services Limited announced that the permanent cessation of BSBY and all of its tenors will be effective on November 15, 2024. Accordingly, on June 28, 2024, the Company entered into an amendment (the “First Credit Facility Amendment”) to the Credit Facility with Bank of America, N.A. and certain other lenders. The First Credit Facility Amendment provided, among other things, for (i) the replacement of BSBY with Term SOFR plus a SOFR adjustment of 0.10% as a benchmark rate for interest periods commencing subsequent to June 28, 2024; (ii) UL Solutions Inc., which was previously the guarantor of the facility, became the named borrower, and UL LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“UL LLC”), which was previously the named borrower, became the guarantor. The foregoing summary of certain provisions of the First Credit Facility Amendment is qualified in its entirety by reference to the amendment filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024.
Senior Notes
In October 2023, the Company issued $300 million in aggregate principal amount of senior notes due 2028. The notes are senior unsecured obligations of UL Solutions Inc. and are unconditionally guaranteed by UL LLC.
37
Dividends
In the three and nine months ended September 30, 2024, the Company paid dividends to stockholders of $25 million and $75 million, respectively. In the three and nine months ended September 30, 2023, the Company paid a dividend of $20 million and $60 million to its then sole stockholder, UL Standards & Engagement, respectively.
The Company increased the regular quarterly dividend to 12.5 cents per share beginning in the first quarter of 2024 and will periodically assess the size of the regular quarterly dividend based on the Company’s dividend policy and certain factors described in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Dividends” in the Prospectus. The Company cannot give any assurance that the Company will continue to declare dividends in any particular amounts, or at all, in the future.
Contractual Obligations
The Company has purchase obligations related to agreements to purchase goods and services that are enforceable and legally binding, and that specify all significant terms, including the goods to be purchased or services to be rendered, the price at which the goods or services are to be rendered, and the timing of the transactions. Purchase obligations exclude liabilities that are included on Company’s Condensed Consolidated Balance Sheet and include commitments for outsourced services, facilities, capital expenditures, cloud service arrangements and various other types of noncancelable contracts.
Refer to the Company’s consolidated financial statements for the year ended December 31, 2023 included in the Prospectus, for information about the Company’s noncancelable purchase obligations.
Recent Accounting Pronouncements
For a discussion of new accounting pronouncements recently adopted and not yet adopted, see Note 1 to the condensed consolidated financial statements included elsewhere in this Quarterly Report.
Critical Accounting Policies and Estimates
The Company prepares its condensed consolidated financial statements in accordance with GAAP. While the majority of the Company’s revenue, expenses, assets and liabilities are not based on estimates, there are certain accounting principles that require management to make judgments and estimates regarding matters that are uncertain and susceptible to change. Critical accounting policies are defined as those policies that are reflective of significant judgments, estimates and uncertainties, which could potentially result in materially different results under different assumptions and conditions. Management regularly reviews the estimates and assumptions used in the preparation of the financial statements for reasonableness and adequacy. The Company’s estimates are based on historical experience, current conditions and various other assumptions that the Company believes to be reasonable under the circumstances. Actual results may differ from these estimates and assumptions. To the extent that there are differences between estimates and actual results, the Company’s future financial statement presentation, financial condition, results of operations and cash flows may be affected.
There have been no material changes to the Company’s critical accounting policies and estimates as described in the Prospectus.
This Quarterly Report contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts contained in this Quarterly Report may be forward-looking statements. Statements regarding the Company’s future results of operations and financial position, business strategy and plans and objectives of management for future operations, including, among others, statements regarding the Company’s expected growth and future capital expenditures are forward-looking statements. In some cases, you can identify forward-looking statements by terms 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 (although not all forward-looking statement may contain such words). The Company cautions you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions and uncertainties that are difficult to predict. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements.
38
There are or will be important factors that could cause the Company’s actual results to differ materially from those indicated in these forward-looking statements, including, but not limited to, the following:
•any failure on the Company’s part to protect and maintain its brand and reputation, or the impact on its brand or reputation of third-party events or actions outside of its control;
•risks associated with the Company’s information technology and software, including those relating to any future data breach or other cybersecurity incident;
•the potential disruption of the TIC or S&A industries by technological advances in artificial intelligence;
•the Company’s ability to innovate, adapt to changing customer needs and successfully introduce new products and services in response to changes in the Company’s industries and technological advances;
•the Company’s ability to compete in its industries and the effects of increased competition from its competitors;
•risks associated with conducting business outside the United States, including those relating to fluctuations in foreign currency exchange rates; enhanced trade, import or export restrictions; and global, regional or political instability;
•risks associated with the Company’s operations in China, which subject the Company and UL-CCIC Company Limited, the Company’s joint venture with the China Certification & Inspection (Group) Co., Ltd. (“CCIC”), to China’s complex and rapidly evolving laws, which may be interpreted, applied or enforced inconsistently or in ways inconsistent with its current operations, as well as risks associated with the fact that the Chinese government has the power to exercise significant oversight and discretion over, and intervene in and influence, its business operations in China.
•the relationship between the United States and China and between the Company and CCIC, as well as changes in U.S. and Chinese regulations affecting the Company’s business operations in China;
•any failure on the Company’s part to attract, hire or retain its key employees, including its senior leadership and its skilled and trained engineering, technical and professional personnel;
•the level of the Company’s customers’ satisfaction and any failure on its part to properly and timely perform its services, meet its contractual obligations or fulfil its customers’ needs;
•changes to the relevant regulatory frameworks or private sector requirements, including any requirement that the Company accept third-party test results or certifications of components, end products, processes or systems or any changes that result in a reduction in required inspections, tests or certifications or harmonized international or cross-industry benchmarks and standards;
•the Company’s ability to adequately maintain, protect and enhance its intellectual property, including its registered UL-in-a-circle certification mark and other certification marks;
•the Company’s ability to implement its growth strategies and initiatives successfully;
•the Company’s reliance on third parties, including subcontractors and outside laboratories;
•the Company’s ability to obtain and maintain the requisite licenses, approvals, accreditations and delegations of authority necessary to conduct its business;
•the outcomes of current and future legal proceedings;
•the Company’s level of indebtedness and future cash needs;
•failure to generate sufficient cash to service the Company’s indebtedness;
•a change in the assumptions the Company uses to value its goodwill or intangible assets, or the impairment of its goodwill or intangible assets;
•constraints imposed on the Company’s ability to operate its business or make necessary capital investments due to the Company’s outstanding indebtedness;
•the increased expenses and responsibilities associated with being a public company;
•the significant influence that UL Standards & Engagement has over the Company, including pursuant to its rights under the Company’s amended and restated certificate of incorporation and the Stockholder Agreement with UL Standards & Engagement;
•natural disasters and other catastrophic events, including pandemics and the rapid spread of contagious illnesses, such as new variants of the COVID-19 pandemic;
•the other factors discussed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in the “Risk Factors” in Part II Item 1A of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024.
The foregoing factors should not be construed as exhaustive and should be read together with the other cautionary statements included in the section titled “Risk Factors” in Part II Item 1A of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 and the Company’s subsequent filings with the SEC. If one or more events related to these or other risks or uncertainties materialize, or if the Company’s underlying assumptions prove to be incorrect, actual results may differ materially from what the Company anticipates. Many of the important factors that will determine these results are beyond the Company’s ability to control or predict. Accordingly, you should not place undue reliance on any such forward-
39
looking statements. Any forward-looking statement speaks only as of the date on which it is made, and, except as otherwise required by law, the Company does not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise. If the Company updates one or more forward-looking statements, no inference should be drawn that the Company will make additional updates with respect to those or other forward-looking statements. New factors emerge from time to time, and it is not possible for the Company to predict which will arise. In addition, the Company cannot assess the impact of each factor on the Company’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. All forward-looking statements attributable to the Company, or others acting on the Company’s behalf, are expressly qualified in their entirety by the cautionary statements above.
In addition, statements that “the Company believes” and similar statements reflect the Company’s beliefs and opinions on the relevant subject. These statements are based upon information available to the Company as of the date of this Quarterly Report, and while the Company believes such information forms a reasonable basis for such statements, such information may be limited or incomplete, and the Company’s statements should not be read to indicate that the Company has conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.
You should read this Quarterly Report and the documents that the Company references in this Quarterly Report with the understanding that the Company’s actual future results, levels of activity, performance and achievements may be materially different from what the Company expects.
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
The Company is exposed to market risk in the ordinary course of business. Market risk represents the risk of loss that may impact the Company’s financial position due to adverse changes in financial market prices and rates. The Company’s market risk exposure is primarily a result of exposure to potential changes in interest rates or inflation and the resulting impact on investment income and interest expense. The Company does not hold financial instruments for trading purposes.
Interest Rate Risk
The Company’s operating results are subject to risk from interest rate fluctuations on its Credit Facility, which carries variable interest rates. Because the Company’s borrowings bear interest at a variable rate, the Company is exposed to market risks relating to changes in interest rates. The Company is also exposed to interest rate risk associated with its balances of cash and cash equivalents and short-term investments. The Company does not currently use derivative financial instruments in its investment portfolio.
In November 2023, the Bloomberg Index Services Limited announced that the permanent cessation of BSBY and all of its tenors will be effective on November 15, 2024. Accordingly, on June 28, 2024, the Company entered into an amendment (the “First Credit Facility Amendment”) to the Credit Facility with Bank of America, N.A. and certain other lenders. The First Credit Facility Amendment provided, among other things, for (i) the replacement of BSBY with Term SOFR plus a SOFR adjustment of 0.10% as a benchmark rate for interest periods commencing subsequent to June 28, 2024; (ii) UL Solutions Inc., which was previously the guarantor of the facility, became the named borrower, and UL LLC, which was previously the named borrower, became the guarantor. The First Credit Facility Amendment had no impact on the Company’s financial position, results of operations, or cash flows in the three and nine months ended September 30, 2024.
During the first nine months of 2024, the variable interest rates applicable to both benchmark rate loans and base rate loans under the Credit Facility generally fluctuated in line with interest rate changes in the marketplace and are expected to continue fluctuating with any future Federal Reserve Board interest rate changes and future changes to the SOFR Index. In addition, increases in interest expense are considered with other expense increases that may be passed, in whole or in part, along to the Company’s customers; however, the Company does not expect increases in interest expenses to materially impact pricing strategy in the near term. The increased interest payments on the Company’s variable-rate debt are not material to the Company’s overall liquidity position and have not impacted, and are not expected to have an impact on, the Company’s ability to make timely payments under the Credit Facility or its other obligations. Furthermore, while interest rates impact management’s evaluation of capital expenditure projects, the overall cash flows required to support the Company’s planned investments have not been materially impacted. Thus, fluctuations in interest rates have not had a material impact on the Company’s financial condition.
The interest rate for the Company’s term loan as of September 30, 2024 was 6.07%, which was a floating rate based on the Term SOFR plus a SOFR adjustment of 0.10%. A hypothetical 100 basis point change in interest rates affecting the Credit
40
Facility would result in a change to the annual interest expense of approximately $5 million, based on outstanding borrowings at September 30, 2024. A hypothetical 100 basis point change in interest rates affecting the Company’s cash and cash equivalents or short-term investments would not have a material impact on the Company’s financial statements. Notwithstanding the Company’s efforts to manage interest rate risk, there can be no assurances that the Company will be adequately protected against the risks associated with interest rate fluctuations.
Foreign Currency Risk
With global operations, the Company has foreign currency risk related to its revenues and expenses denominated in currencies other than the U.S. dollar, primarily the euro, Japanese yen, Chinese renminbi, British pound sterling, Singapore dollar, New Taiwan dollar and the Korean won. Foreign currency gains (losses) are recorded in net income as transactions occur. Changes in exchange rates may substantially affect, either positively or negatively, the revenues and expenses, as expressed in U.S. dollars, of the Company’s foreign subsidiaries with functional currencies other than the U.S. dollar. Assuming a hypothetical change of 10% in the average foreign currency exchange rate for the nine months ended September 30, 2024, the effect on operating income would not be material. The Company is also subject to foreign currency exchange rate risk associated with the translation of local currencies of its foreign subsidiaries into U.S. dollars.
The Company’s results of operations are exposed to foreign currency exchange risk related to intercompany loan and operating balances between subsidiaries that are denominated in currencies other than the U.S. dollar, primarily the Brazilian real, euro, Korean won and the Japanese yen. A transaction made in a currency that differs from the local entity’s functional currency is first remeasured at the entity’s functional currency. Subsequent foreign currency exchange rate changes result in foreign currency gains (losses) that are recognized in net income. If the transaction is already denominated in the entity’s functional currency, only the translation to U.S. dollar reporting is necessary. The remeasurement process required by GAAP for such intercompany loan and operating balances will give rise to foreign exchange gains (losses), which could materially impact the Company’s results of operations.
ITEM 4. Controls and Procedures
Evaluation of disclosure controls and procedures
The Company has conducted an evaluation, under the supervision and with the participation of management, including the Company’s principal executive officer and principal financial officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this Quarterly Report of September 30, 2024. Based on this evaluation, the Company’s principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures were effective such that the information required to be disclosed in the Company’s SEC reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated to the Company’s management, including the Company’s principal executive officer and principal financial officer, as appropriate to allow for timely decisions regarding required disclosure.
Changes in Internal Controls Over Financial Reporting
No changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the quarter ended September 30, 2024, that have materially affected, or that are reasonably likely to materially affect, the Company’s internal control over financial reporting.
41
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings
The Company is party in the ordinary course of business to certain claims, litigation, audits and investigations. Discussion of these and other legal matters is incorporated by reference from Part I, Item 1, Note 17, “Commitments and Contingencies,” of this Quarterly Report and should be considered an integral part of Part II, Item 1, “Legal Proceedings.”
ITEM 1A. Risk Factors
See Part II, Item 1A. Risk Factors of the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2024. There have been no material changes to the Company’s risk factors as previously disclosed in the Quarterly Report on Form 10-Q of the Company for the period ended March 31, 2024.
The following financial information from the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, formatted in Inline Extensible Business Reporting Language (iXBRL) includes (i) the Condensed Consolidated Statements of Operations, (ii) the Condensed Consolidated Statements of Comprehensive Income; (iii) the Condensed Consolidated Balance Sheets; (iv) the Condensed Consolidated Statements of Stockholder's Equity; (v) the Condensed Consolidated Statements of Cash Flows; and (vi) the Notes to Condensed Consolidated Financial Statements.
104*
Cover Page Interactive Data File (embedded within the iXBRL document).
* Filed herewith.
**Furnished herewith. The certifications attached as Exhibits 32.1 and 32.2 to this Quarterly Report are deemed furnished and not filed with the SEC and are not to be incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act, whether made before or after the date of this Quarterly Report, irrespective of any general incorporation language contained in such filing.
42
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: November 5, 2024
By
/s/ Ryan D. Robinson
Ryan D. Robinson
Executive Vice President and Chief Financial Officer
(Duly authorized officer and principal financial officer of the Registrant)