UL Solutions Inc.
For the period ended Sep 30, 2025. Filed Nov 4, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 4, 2025
ULS$78.65+3.3%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-05.
0001901440-25-000030
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-04.
0001901440-25-000047
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 169 previous paragraphs and 179 current paragraphs.
120 unchanged; 39 reworded; 20 added; 9 removed; 1 previous and 0 current paragraphs rearranged.
Tables are not compared: 19 previous and 19 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (20)
Current report
Recent Developments
Current report
Restructuring Initiative
Current report
On November 4, 2025, the Company announced an expense reduction initiative to further improve the operating model and exit certain lines of business that are no longer considered strategically important to the Company (the “Restructuring Plan”). The Company expects to incur pre-tax expenses associated with the Restructuring Plan of approximately $42-$47 million in the aggregate, consisting of $37-$42 million in cash charges relating to employee separation expenses and approximately $5 million in other cash charges, primarily relating to contract cancellations. The majority of costs associated with the Restructuring Plan are expected to be recorded in the fourth quarter of 2025 in the Consumer and Industrial segments. The Company anticipates the Restructuring Plan will be substantially completed by the end of the first quarter of 2027.
Current report
On October 28, 2025, UL Solutions Inc. entered into a Credit Agreement (the “Credit Agreement”), by and among the Company and certain of its non-U.S. subsidiaries as co-borrowers, Bank of America, N.A., as administrative agent, and the lenders party thereto. The Credit Agreement provides for a $1.0 billion senior unsecured five-year multi-currency revolving facility (the “2025 Credit Facility”), with a $25 million sub-limit for the issuance of letters of credit. The Credit Agreement includes an accordion feature permitting an increase in the 2025 Credit Facility by an aggregate amount of up to $500 million, 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. On October 28, 2025, the Company borrowed $291 million under the 2025 Credit Facility. The initial borrowing was used to refinance the outstanding amounts under a credit agreement entered into in January 2022 with Bank of America, N.A. and certain other lenders, which provided for senior unsecured credit facilities in an aggregate principal amount of $1.25 billion (collectively, and as amended, the “2022 Credit Facility”). Additional amounts, if any, borrowed under the 2025 Credit Facility are anticipated to be used for general corporate purposes. For additional information regarding the 2025 Credit Facility and the 2022 Credit Facility, see “—Liquidity and Capital Resources” below.
Current report
Other (Expense) Income, net
Current report
Selling, general and administrative expenses increased by $10 million, or 4.4%, for the three months ended September 30, 2025, as compared to the same period in 2024. On an organic basis, employee compensation increased $6 million, related to base salary increases and higher costs associated with performance-based incentives, including the Company’s long-term incentive awards. In addition, technology costs increased $4 million on an organic basis, primarily associated with cloud computing service arrangements.
Current report
Selling, general and administrative expenses increased by $18 million, or 2.6%, for the nine months ended September 30, 2025, as compared to the same period in 2024. On an organic basis, employee compensation expenses increased $19 million, primarily due to base salary increases. In addition, technology costs increased $11 million on an organic basis, primarily associated with cloud computing service arrangements. The increase was partially offset by a $5 million organic decrease in professional fees related to the Company’s public offerings and higher accounting and legal costs in the prior year.
Current report
Other (Expense) Income, net
Current report
Segment operating income increased by $7 million for the three months ended September 30, 2025, as compared to the same period in 2024, primarily due to the $17 million increase in organic revenue noted above. This was partially offset by a $9 million organic increase in expenses, primarily due to higher employee compensation of $5 million, related to base salary increases.
Current report
Segment operating income increased by $18 million for the nine months ended September 30, 2025, as compared to the same period in 2024, primarily due to the $54 million increase in organic revenue noted above. This was partially offset by a $33 million organic increase in expenses, primarily due to higher employee compensation of $23 million, related to base salary increases. In addition, technology costs increased $6 million on an organic basis, primarily associated with cloud computing service arrangements.
Current report
Segment operating income increased by $5 million for the three months ended September 30, 2025, as compared to the same period in 2024, primarily due to the $6 million increase in organic revenue noted above and higher employee utilization.
Current report
2022 Credit Facility
Current report
In October 2025, the Company entered into a Credit Agreement, by and among the Company and certain of its non-U.S. subsidiaries as co-borrowers (collectively, the “Borrowers”), Bank of America, N.A., as administrative agent, and the lenders party thereto.
Current report
The Credit Agreement provides for $1.0 billion senior unsecured five-year multi-currency revolving loan commitments, with a $25 million sub-limit for the issuance of letters of credit. The 2025 Credit Facility includes an accordion feature permitting an increase in the 2025 Credit Facility by an aggregate amount of up to $500 million, 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. The Borrowers’ obligations (other than the Company’s) under the Credit Agreement are guaranteed by the Company.
Current report
On October 28, 2025, the Company borrowed $291 million under the 2025 Credit Facility. The initial borrowing was used to refinance the outstanding amounts under the 2022 Credit Facility. Additional amounts, if any, borrowed under the 2025 Credit Facility are anticipated to be used for general corporate purposes.
Current report
Borrowings under the 2025 Credit Facility bear interest at a rate per annum equal to, at the applicable Borrower’s option, (a) a specified benchmark rate for the applicable currency (which, in the case of U.S. Dollar loans, shall be the Term SOFR or Daily SOFR (in each case as defined in the Credit Agreement), at the applicable Borrower’s option), plus a margin that ranges from 0.875% to 1.375% per annum or (b) for U.S. Dollar loans made to the Company only, a base rate (which is equal to the highest of (i) the Bank of America prime rate, (ii) the U.S. federal funds rate plus 0.5% per annum, or (iii) the Term SOFR or Daily SOFR rate plus 1.0%) plus a margin that ranges from 0.0% to 0.375% per annum. The 2025 Credit Facility matures on October 28, 2030 and may be prepaid without fees or penalties, subject to reimbursement of the lenders’ customary breakage and redeployment costs in applicable cases.
Current report
The 2025 Credit Facility also includes a financial covenant, tested quarterly, which requires the Company to maintain a consolidated net leverage ratio of not greater than 3.5 to 1.0, calculated on a consolidated basis for each consecutive four fiscal quarter period, with an increase in the maintenance level to 4.0 to 1.0 for each of the four test periods immediately following any permitted acquisition that involves the payment of aggregate consideration in excess of $100 million, subject to a two fiscal quarter rest period between increases for separate acquisitions. The calculation of the consolidated net leverage ratio permits the netting of up to $250 million of unrestricted cash from funded debt.
Current report
The 2025 Credit Facility includes customary representations and warranties, covenants and events of default, subject to certain customary exceptions, materiality thresholds and grace periods. The covenants include, among other things, financial reporting, maintenance of line of business, notices of default and other material changes, as well as limitations on investments and acquisitions, mergers and transfers of all or substantially all assets, dividends and distributions, burdensome contracts with affiliates, liens and indebtedness. Future borrowings under the 2025 Credit Facility are subject to the satisfaction of customary conditions, including the absence of any default or event of default and the accuracy of representations and warranties.
Current report
In connection with the issuance of the notes, the Company entered into a registration rights agreement on the same date. In September 2025, pursuant to the registration rights agreement, the Company completed an exchange offer, pursuant to which the Company exchanged all of the outstanding notes for new 6.500% senior notes due 2028 registered under the Securities Act of 1933, as amended (the “exchange notes”). The terms of the exchange notes are substantially the same as the notes. Subsequent to the balance sheet date, the Company entered into a Credit Agreement on October 28, 2025, and repaid in full all indebtedness and other obligations outstanding under, and terminated, the 2022 Credit Facility. In connection with such termination, the guaranty by UL LLC of the Company’s obligations under the 2022 Credit Facility and the notes was released. Refer to Item 1, Note 18, “Subsequent Events”.
Current report
•risks that the Company may be unable to implement the Restructuring Plan on the anticipated timing, that local law and consultation requirements, including for potential position eliminations, extends the restructuring process further in certain countries or causes the actual charges and expenditures that the Company incurs in connection with the restructuring plan, and the timing thereof, to differ materially from estimates, that the Company may incur other charges or cash expenditures not currently contemplated due to unanticipated events that may occur, including in connection with the implementation of the Restructuring Plan and that the Company may not be able to realize the anticipated benefits of the Restructuring Plan; and
Removed paragraphs (9)
Previous report
Income Tax Expense
Previous report
Selling, general and administrative expenses increased by $4 million, or 1.7%, for the three months ended June 30, 2025, as compared to the same period in 2024. On an organic basis, base salary increases, resulting in $7 million of increased employee compensation costs in 2025, were offset by lower performance-based incentive costs of $7 million, primarily related to the Company’s Cash-settled Stock Appreciation Rights, which were remeasured to fair value at the initial public offering date upon conversion to Stock-settled Stock Appreciation Rights in 2024. In addition, costs associated with internal software projects increased $5 million on an organic basis. FX increased selling, general and administrative expenses by $2 million, primarily due to the relative strength of the euro.
Previous report
Income Tax Expense
Previous report
Selling, general and administrative expenses increased by $8 million, or 1.7%, for the six months ended June 30, 2025, as compared to the same period in 2024, due to increased compensation expenses of $12 million, primarily due to base salary increases.
Previous report
Income Tax
Previous report
Segment operating income increased by $2 million for the three months ended June 30, 2025, as compared to the same period in 2024, primarily due to the $15 million increase in organic revenue noted above. This was partially offset by a $11 million organic increase in expenses, primarily due to higher employee compensation of $7 million, related to base salary and headcount increases. In addition, costs associated with internal software projects increased by $2 million.
Previous report
Segment operating income increased by $11 million for the six months ended June 30, 2025, as compared to the same period in 2024, primarily due to the $37 million increase in organic revenue noted above. This was partially offset by a $24 million organic increase in expenses, primarily due to higher employee compensation of $17 million, related to base salary and headcount increases. In addition, costs associated with internal software projects increased by $4 million.
Previous report
Segment operating income decreased by $2 million for the three months ended June 30, 2025, as compared to the same period in 2024, primarily due to a $4 million organic increase in expenses, which was primarily driven by higher employee compensation of $3 million related to base salary increases. This was partially offset by the $3 million increase in organic revenue noted above.
Previous report
Credit Facility
Reworded paragraphs (39)
Previous wording
The following discussion and analysis of the Company’s results of operations, financial condition and liquidity and capital resources should be read in conjunction with the Company’s condensed consolidated financial statements and the related notes as of June 30, 2025 and for the three and six month periods ended June 30, 2025 and 2024, which are included in this Quarterly Report, as well as the Company’s audited consolidated financial statements for the year ended December 31, 2024 included in the Company’s Annual Report on Form 10-K. 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 described under “Risk Factors” in Part I Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 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.
Current wording
The following discussion and analysis of the Company’s results of operations, financial condition and liquidity and capital resources should be read in conjunction with the Company’s condensed consolidated financial statements and the related notes as of September 30, 2025 and for the three and nine month periods ended September 30, 2025 and 2024, which are included in this Quarterly Report, as well as the Company’s audited consolidated financial statements for the year ended December 31, 2024 included in the Company’s Annual Report on Form 10-K. 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 described under “Risk Factors” in Part I Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 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.
Previous wording
Revenue increased by $46 million, or 6.3%, for the three months ended June 30, 2025, as compared to the same period in 2024. Revenue increased on an organic basis by $40 million, or 5.5%, due to organic growth across all segments in the second quarter of 2025, driven by the Industrial and Consumer segments in Non-certification Testing and Other Services, Ongoing Certification Services and Certification Testing revenue. FX increased revenue by $7 million, or 1.0%, primarily due to the relative strength of the euro and the Japanese yen.
Current wording
Revenue increased by $52 million, or 7.1%, for the three months ended September 30, 2025, as compared to the same period in 2024. Revenue increased on an organic basis by $46 million, or 6.3%, due to organic growth across all segments in the third quarter of 2025, driven by the Industrial and Consumer segments in Certification Testing, Non-certification Testing and Other Services and Ongoing Certification Services revenue. FX increased revenue by $6 million, or 0.8%, primarily due to the relative strength of the euro.
Previous wording
Cost of revenue increased by $29 million, or 8.0%, for the three months ended June 30, 2025, as compared to the same period in 2024. On an organic basis, employee compensation increased $12 million, related to base salary and headcount increases. In addition, on an organic basis, professional fees increased $3 million related to outsourced labor associated with higher revenue and occupancy costs increased $3 million related to higher utility costs and rent expense. Depreciation and amortization increased $4 million on an organic basis related to the completion of additional laboratory capacity and software ready for its intended use. FX increased cost of revenue by $5 million, primarily due to the relative strength of the euro, the Japanese yen, the British pound sterling and the New Taiwan dollar.
Current wording
Cost of revenue increased by $16 million, or 4.3%, for the three months ended September 30, 2025, as compared to the same period in 2024. On an organic basis, depreciation and amortization increased $3 million related to the completion of additional laboratory capacity and software ready for its intended use. In addition, occupancy costs increased $3 million on an organic basis related to higher rent expense and utility costs. FX increased cost of revenue by $5 million, primarily due to the relative strength of the euro.
Previous wording
Interest expense decreased by $3 million for the three months ended June 30, 2025, as compared to the same period in 2024. The decrease is primarily due to lower balances in the current period on the Company’s term loan and revolving loan commitments. For additional information refer to “—Liquidity and Capital Resources.”
Current wording
Interest expense decreased by $4 million for the three months ended September 30, 2025, as compared to the same period in 2024. The decrease is primarily due to lower balances in the current period on the Company’s term loan and revolving loan commitments. For additional information refer to “—Liquidity and Capital Resources.”
Previous wording
The effective tax rate for the three months ended June 30, 2025 was 22.4%, which differed from the U.S. federal statutory tax rate of 21%, primarily due to foreign tax effects, U.S. tax on Global Intangible Low Taxed Income net of related foreign tax credits, and Section 162(m) limitations on current year compensation deductions of certain executive officers, partially offset by excess tax benefits associated with stock-based compensation deductions.
Current wording
The effective tax rate for the three months ended September 30, 2025 was 27.4%, which differed from the U.S. federal statutory tax rate of 21%, primarily due to foreign tax effects, U.S. tax on Global Intangible Low Taxed Income net of related foreign tax credits, and limitations on current year compensation deductions of certain executive officers under U.S. Internal Revenue Code Section 162(m).
Previous wording
Several countries in which the Company operates have enacted aspects of the Organisation for Economic Co-operation and Development’s Pillar Two rules, which impose a 15% corporate minimum tax, into their local legislation effective either January 1, 2024, or January 1, 2025. The effective tax rate for the three months ended June 30, 2025 of 22.4% was higher than the effective tax rate for the three months ended June 30, 2024 of 20.9%, primarily due to the impact of the Qualified Domestic Minimum Top-up Tax, a subset of the Pillar Two rules that became effective on January 1, 2025.
Current wording
Several countries in which the Company operates have enacted into their local legislation effective either January 1, 2024, or January 1, 2025, aspects of the Organisation for Economic Co-operation and Development’s Pillar Two rules, which impose a 15% corporate minimum tax. The effective tax rate for the three months ended September 30, 2025 of 27.4% was higher than the effective tax rate for the three months ended September 30, 2024 of 19.0%, primarily due to the impact of the Qualified Domestic Minimum Top-up Tax, a subset of the Pillar Two rules that became effective on January 1, 2025.
Previous wording
The effective tax rate for the six months ended June 30, 2024 was 19.8%, which differed from the U.S. federal statutory tax 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 Internal Revenue Code in the U.S., which limits 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 Global Intangible Low Taxed Income net of related foreign tax credits.
Current wording
The effective tax rate for the three months ended September 30, 2024 of 19.0% differed from the U.S. federal statutory tax 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 net of related foreign tax credits.
Previous wording
On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was enacted in the U.S. The OBBBA includes several corporate tax provisions that apply to the Company, such as the permanent extension of certain expiring provisions of the U.S. Tax Cuts and Jobs Act and modifications to the international tax framework and business interest expense limitations. The Company is currently assessing the impact the OBBBA may have on its consolidated financial statements.
Current wording
On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was enacted in the U.S. The OBBBA includes several corporate tax provisions that apply to the Company, such as the permanent extension of certain expiring provisions of the U.S. Tax Cuts and Jobs Act and modifications to the international tax framework and business interest expense limitations. The Company has assessed the impact of the OBBBA and has determined that there is no material impact to its consolidated financial statements.
Previous wording
Revenue increased by $81 million, or 5.8%, for the six months ended June 30, 2025, as compared to the same period in 2024. Revenue increased on an organic basis by $91 million, or 6.5%, due to organic growth across all segments in 2025, driven by the Industrial and Consumer segments in Ongoing Certification Services, Non-certification Testing and Other Services and Certification Testing revenue. Acquisition / Divestiture decreased revenue by $8 million, or 0.6%, primarily due to the sale of the payments testing business in the Industrial segment.
Current wording
Revenue increased by $133 million, or 6.2%, for the nine months ended September 30, 2025, as compared to the same period in 2024. Revenue increased on an organic basis by $137 million, or 6.4%, due to organic growth across all segments in 2025, driven by the Industrial and Consumer segments in Certification Testing, Ongoing Certification Services and Non-certification Testing and Other Services revenue. Acquisition / Divestiture decreased revenue by $8 million, or 0.4%, primarily due to the sale of the payments testing business in the Industrial segment.
Previous wording
Cost of revenue increased by $42 million, or 5.9%, for the six months ended June 30, 2025, as compared to the same period in 2024, primarily due to increased compensation expenses of $21 million, related to base salary and headcount increases. In addition, on an organic basis, professional fees increased $9 million related to outsourced labor associated with higher revenue and occupancy costs increased $7 million related to higher utility costs and rent expense. Depreciation and amortization increased $9 million related to the completion of additional laboratory capacity and software placed in service. FX decreased cost of revenue by $3 million, primarily due to the relative weakness of the Mexican peso and the Korean won. Acquisition / Divestiture decreased cost of revenue by $3 million, primarily due to the sale of the payments testing business.
Current wording
Cost of revenue increased by $58 million, or 5.3%, for the nine months ended September 30, 2025, as compared to the same period in 2024. On an organic basis, employee compensation expenses increased $23 million, related to base salary and headcount increases. In addition, on an organic basis, professional fees increased $7 million related to outsourced labor associated with higher revenue and occupancy costs increased $10 million related to higher rent expense and utility costs. Depreciation and amortization increased $12 million on an organic basis related to the completion of additional laboratory capacity and software placed in service.
Previous wording
Interest expense decreased by $6 million for the six months ended June 30, 2025, as compared to the same period in 2024. The decrease is primarily due to lower balances in the current period on the Company’s term loan and revolving loan commitments. For additional information refer to “—Liquidity and Capital Resources.”
Current wording
Interest expense decreased by $10 million for the nine months ended September 30, 2025, as compared to the same period in 2024. The decrease is primarily due to lower balances in the current period on the Company’s term loan and revolving loan commitments. For additional information refer to “—Liquidity and Capital Resources.”
Previous wording
Other (expense) income, net decreased by $25 million due to a $25 million gain on divestiture of the Company’s payments testing business in May 2024.
Current wording
Other (expense) income, net decreased by $25 million primarily due to a $24 million gain on divestiture of the Company’s payments testing business in May 2024.
Previous wording
The effective tax rate for the six months ended June 30, 2025 was 23.3%, which differed from the U.S. statutory rate of 21%, primarily due to foreign tax effects, U.S. tax on Global Intangible Low Taxed Income net of related foreign tax credits, and Section 162(m) limitations on current year compensation deductions of certain executive officers, partially offset by excess tax benefits associated with stock-based compensation deductions.
Current wording
The effective tax rate for the nine months ended September 30, 2025 was 24.9%, which differed from the U.S. statutory rate of 21%, primarily due to foreign tax effects, U.S. tax on Global Intangible Low Taxed Income net of related foreign tax credits, and limitations on current year compensation deductions of certain executive officers under U.S. Internal Revenue Code Section 162(m).
Previous wording
Several countries in which the Company operates have enacted aspects of the Organisation for Economic Co-operation and Development’s Pillar Two rules, which impose a 15% corporate minimum tax, into their local legislation effective either January 1, 2024, or January 1, 2025. The effective tax rate for the six months ended June 30, 2025 of 23.3% was higher than the effective tax rate for the six months ended June 30, 2024 of 19.8%, primarily due to the impact of the Qualified Domestic Minimum Top-up Tax, a subset of the Pillar Two rules that became effective on January 1, 2025.
Current wording
Several countries in which the Company operates have enacted into their local legislation effective either January 1, 2024, or January 1, 2025, aspects of the Organisation for Economic Co-operation and Development’s Pillar Two rules, which impose a 15% corporate minimum tax. The effective tax rate for the nine months ended September 30, 2025 of 24.9% was higher than the effective tax rate for the nine months ended September 30, 2024 of 19.5%, primarily due to the impact of the Qualified Domestic Minimum Top-up Tax, a subset of the Pillar Two rules that became effective on January 1, 2025.
Previous wording
The effective tax rate for the three months ended June 30, 2024 was 20.9%, which differed from the U.S. federal statutory tax 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 Internal Revenue Code in the U.S., which limits 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 Global Intangible Low Taxed Income net of related foreign tax credits.
Current wording
The effective tax rate for the nine months ended September 30, 2024 of 19.5% differed from the U.S. federal statutory tax 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), which limits 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 Global Intangible Low Taxed Income net of related foreign tax credits.
Previous wording
On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was enacted in the U.S. The OBBBA includes several corporate tax provisions that apply to the Company, such as the permanent extension of certain expiring provisions of the U.S. Tax Cuts and Jobs Act and modifications to the international tax framework and business interest expense limitations. The Company is currently assessing the impact the OBBBA may have on its consolidated financial statements.
Current wording
On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was enacted in the U.S. The OBBBA includes several corporate tax provisions that apply to the Company, such as the permanent extension of certain expiring provisions of the U.S. Tax Cuts and Jobs Act and modifications to the international tax framework and business interest expense limitations. The Company has assessed the impact of the OBBBA and has determined that there is no material impact to its consolidated financial statements.
Previous wording
Revenue increased by $24 million, or 7.6%, for the three months ended June 30, 2025, as compared to the same period in 2024. On an organic basis, revenue increased $22 million, or 7.0%, primarily due to growth in Ongoing Certification Services revenue of $9 million across most industries due in part to price increases and additional volume. Certification Testing revenue increased $8 million, driven by price increases, continued demand for energy and automation testing, and new capacity provided by recent laboratory investments. FX increased revenue by $3 million, or 1.0%, primarily due to the relative strength of the euro and the Japanese yen.
Current wording
Revenue increased by $26 million, or 8.2%, for the three months ended September 30, 2025, as compared to the same period in 2024. On an organic basis, revenue increased $23 million, or 7.3%, primarily due to growth in Certification Testing revenue of $13 million across most industries, driven primarily by continued demand for energy and automation. Ongoing Certification Services revenue increased $9 million across most industries due in part to price increases. FX increased revenue by $3 million, or 0.9%, primarily due to the relative strength of the euro.
Previous wording
Segment operating income increased by $13 million, or 15.3%, for the three months ended June 30, 2025, as compared to the same period in 2024, primarily due to the $22 million increase in organic revenue noted above. This was partially offset by a $10 million organic increase in expenses, primarily due to higher employee compensation of $4 million related to base salary and headcount increases. Depreciation and amortization also increased $2 million primarily related to the completion of additional laboratory capacity.
Current wording
Segment operating income increased by $14 million, or 15.6%, for the three months ended September 30, 2025, as compared to the same period in 2024, primarily due to the $23 million increase in organic revenue noted above. This was partially offset by a $9 million organic increase in expenses, primarily due to higher employee compensation of $3 million related to base salary and headcount increases. Depreciation and amortization also increased $2 million on an organic basis primarily related to the completion of additional laboratory capacity.
Previous wording
Revenue increased by $37 million, or 6.1%, for the six months ended June 30, 2025, as compared to the same period in 2024. On an organic basis, revenue increased $46 million, or 7.6%, primarily due to growth in Ongoing Certification Services revenue of $21 million across most industries due in part to price increases and additional volume. Certification Testing revenue increased $19 million, driven by price increases, continued demand for energy and automation testing, and new capacity provided by recent laboratory investments. Acquisition / Divestiture decreased revenue by $8 million, or 1.3%, primarily due to the sale of the payments testing business.
Current wording
Revenue increased by $63 million, or 6.8%, for the nine months ended September 30, 2025, as compared to the same period in 2024. On an organic basis, revenue increased $69 million, or 7.5%, primarily due to growth in Certification Testing revenue of $32 million across most industries, driven by continued demand for energy and automation, price increases, and new capacity provided by recent laboratory investments. Ongoing Certification Services revenue increased $30 million across most industries due in part to price increases and additional volume. Acquisition / Divestiture decreased revenue by $8 million, or 0.9%, primarily due to the sale of the payments testing business.
Previous wording
Segment operating income increased by $21 million, or 13.1%, for the six months ended June 30, 2025, as compared to the same period in 2024, primarily due to the $46 million increase in organic revenue noted above. This was partially offset by a $24 million organic increase in expenses, primarily due to higher employee compensation of $10 million related to base salary and headcount increases. Depreciation and amortization also increased $5 million primarily related to the completion of additional laboratory capacity.
Current wording
Segment operating income increased by $35 million, or 14.0%, for the nine months ended September 30, 2025, as compared to the same period in 2024, primarily due to the $69 million increase in organic revenue noted above. This was partially offset by a $33 million organic increase in expenses, primarily due to higher employee compensation of $13 million related to base salary and headcount increases. Depreciation and amortization also increased $7 million on an organic basis primarily related to the completion of additional laboratory capacity. In addition, technology costs increased $4 million on an organic basis, primarily associated with cloud computing service arrangements.
Previous wording
Revenue increased by $36 million, or 5.9%, for the six months ended June 30, 2025, as compared to the same period in 2024. On an organic basis, revenue increased $37 million, or 6.1%, primarily due to Non-certification Testing and Other Services revenue growth of $22 million in consumer technology driven by increased demand for electromagnetic compatibility testing for consumer electronics and in retail.
Current wording
Revenue increased by $19 million, or 5.9%, for the three months ended September 30, 2025, as compared to the same period in 2024. On an organic basis, revenue increased $17 million, or 5.3%, primarily due to Non-certification Testing and Other Services revenue growth of $10 million in consumer technology driven by increased demand for electromagnetic compatibility testing for consumer electronics and in retail.
Previous wording
Revenue increased by $18 million, or 5.6%, for the three months ended June 30, 2025, as compared to the same period in 2024. On an organic basis, revenue increased $15 million, or 4.7%, primarily due to Non-certification Testing and Other Services revenue growth of $9 million in consumer technology driven by increased demand for electromagnetic compatibility testing for consumer electronics and in retail. FX increased revenue by $3 million, or 0.9%, primarily due to the relative strength of the euro and the Japanese yen.
Current wording
Revenue increased by $55 million, or 5.9%, for the nine months ended September 30, 2025, as compared to the same period in 2024. On an organic basis, revenue increased $54 million, or 5.8%, primarily due to Non-certification Testing and Other Services revenue growth of $32 million in consumer technology driven by increased demand for electromagnetic compatibility testing for consumer electronics and in retail.
Previous wording
Revenue increased by $8 million, or 4.4%, for the six months ended June 30, 2025, as compared to the same period in 2024. On an organic basis, revenue increased $8 million, or 4.4% driven by demand for software, including retail product compliance.
Current wording
Revenue increased by $7 million, or 7.5%, for the three months ended September 30, 2025, as compared to the same period in 2024. On an organic basis, revenue increased $6 million, or 6.5% driven by demand for software, including retail product compliance, and demand for advisory services.
Previous wording
Revenue increased by $4 million, or 4.3%, for the three months ended June 30, 2025, as compared to the same period in 2024. On an organic basis, revenue increased $3 million, or 3.2% driven by demand for software, including retail product compliance.
Current wording
Revenue increased by $15 million, or 5.4%, for the nine months ended September 30, 2025, as compared to the same period in 2024. On an organic basis, revenue increased $14 million, or 5.1% driven by demand for software, including retail product compliance.
Previous wording
Segment operating income decreased by $1 million for the six months ended June 30, 2025, as compared to the same period in 2024, primarily due to a $9 million organic increase in expenses, which was primarily driven by higher employee compensation of $6 million related to base salary increases. This was partially offset by the $8 million increase in organic revenue noted above.
Current wording
Segment operating income increased by $4 million for the nine months ended September 30, 2025, as compared to the same period in 2024, primarily due to the $14 million increase in organic revenue noted above. This was partially offset by an $8 million organic increase in expenses, primarily driven by higher employee compensation of $6 million related to base salary increases.
Previous wording
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.
Current wording
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, adjusted to give effect to the income tax impact of such adjustments. Adjusted Net Income margin is calculated as Adjusted Net Income as a percentage of revenue.
Previous wording
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.
Current wording
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, adjusted to give effect to the income tax impact of such adjustments.
Previous wording
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, and as amended, 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.
Current wording
The Company’s primary sources of liquidity are cash and cash equivalents on hand and short-term investments, cash flows from operating activities and cash borrowed under the 2025 Credit Facility. The Company believes the combination of cash and cash equivalents on hand and short-term investments, the generation of cash from operating activities, funds available under the 2025 Credit Facility, as well as 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.
Previous wording
As of June 30, 2025, the Company had $272 million in cash and cash equivalents and $745 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.
Current wording
As of September 30, 2025, the Company had $255 million in cash and cash equivalents, $44 million in short-term investments, and $699 million of unused availability under the 2022 Credit Facility and access to an accordion feature permitting an increase in the 2022 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. Subsequent to the balance sheet date, the 2022 Credit Facility was replaced with the 2025 Credit Facility which provides for a $1.0 billion senior unsecured five-year multi-currency revolving credit facility and an accordion feature permitting an increase by an aggregate amount of up to $500 million, 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.
Previous wording
Net cash provided by operating activities was $301 million for the six months ended June 30, 2025, an increase of $57 million compared to net cash provided by operating activities of $244 million for the same period in 2024. The increase was primarily driven by higher net income after non-cash adjustments due to business performance during the six months ended June 30, 2025 compared to the same period in 2024 and employee contributions to the Company’s employee stock purchase plan which was not in place during the same period in 2024.
Current wording
Net cash provided by operating activities was $456 million for the nine months ended September 30, 2025, an increase of $62 million compared to net cash provided by operating activities of $394 million for the same period in 2024. The increase was primarily driven by higher net income after non-cash adjustments due to business performance during the nine months ended September 30, 2025 compared to the same period in 2024 and employee contributions to the Company’s employee stock purchase plan which was not in place during the same period in 2024.
Previous wording
Net cash used in investing activities was $107 million for the six months ended June 30, 2025, an increase of $14 million compared to net cash used in investing activities of $93 million for the same period in 2024. The increase in cash used in investing activities was primarily driven by proceeds from the divestiture of the Company’s payments testing business of $30 million for the six months ended June 30, 2024 and a $14 million increase in purchases of investments for the six months ended June 30, 2025 compared to the same period in 2024. The increase was partially offset by a $20 million decrease in capital expenditures compared to the same period in 2024.
Current wording
Net cash used in investing activities was $183 million for the nine months ended September 30, 2025, an increase of $8 million compared to net cash used in investing activities of $175 million for the same period in 2024. The change was primarily driven by a $43 million increase in purchases of investments net of sales for the nine months ended September 30, 2025 compared to the same period in 2024 and proceeds from the divestiture of the Company’s payments testing business of $30 million for the nine months ended September 30, 2024. The change was partially offset by a $40 million decrease in capital expenditures and a $25 million decrease in cash paid for acquisitions compared to the same period in 2024.
Previous wording
Net cash used in financing activities was $221 million for the six months ended June 30, 2025, an increase of $62 million compared to net cash used in financing activities of $159 million for the same period in 2024. The change was primarily driven by a $40 million increase in repayments net of proceeds on the Company’s Credit Facility compared to the same period in 2024 and $13 million in employee taxes paid on settlement of stock-based compensation for the six months ended June 30, 2025 which did not occur for the same period in 2024.
Current wording
Net cash used in financing activities was $314 million for the nine months ended September 30, 2025, an increase of $112 million compared to net cash used in financing activities of $202 million for the same period in 2024. The change was primarily driven by a $90 million increase in repayments net of proceeds on the Company’s 2022 Credit Facility compared to the same period in 2024 and $14 million in employee taxes paid on settlement of stock-based compensation for the nine months ended September 30, 2025 which did not occur for the same period in 2024.
Previous wording
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 decreased $20 million, to $93 million for the six months ended June 30, 2025, compared to $113 million for the same period in 2024.
Current wording
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 functionality. Cash paid for capital expenditures decreased $40 million, to $139 million for the nine months ended September 30, 2025, compared to $179 million for the same period in 2024, which included construction of a new battery testing laboratory in Auburn Hills, Michigan.
Previous wording
In January 2022, the Company entered into the Credit Facility 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, consisting of term loans and revolving loan commitments. The Company’s wholly owned subsidiary, UL LLC, a Delaware limited liability company, provides a guaranty of its obligations thereunder. As of June 30, 2025, the Company was in compliance with all covenants under the Credit Facility.
Current wording
In January 2022, the Company entered into the 2022 Credit Facility with Bank of America, N.A. and certain other lenders, which provides for senior unsecured credit facilities in an aggregate principal amount of $1.25 billion, consisting of term loans and revolving loan commitments. The Company’s wholly owned subsidiary, UL LLC, a Delaware limited liability company (“UL LLC”), provides a guaranty of its obligations thereunder. As of September 30, 2025, the Company was in compliance with all covenants under the 2022 Credit Facility. As described below, in connection with the entry into the 2025 Credit Facility, the Company repaid in full all indebtedness and other obligations outstanding under, and terminated, the 2022 Credit Facility.
Previous wording
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.
Current wording
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. Borrowings under the notes bear a fixed interest rate of 6.500% per annum.
Previous wording
In the three and six months ended June 30, 2025, the Company paid dividends to stockholders of $26 million and $52 million, respectively. In the three and six months ended June 30, 2024, the Company paid dividends to stockholders of $25 million and $50 million, respectively.
Current wording
In the three and nine months ended September 30, 2025, the Company paid dividends to stockholders of $26 million and $78 million, respectively. In the three and nine months ended September 30, 2024, the Company paid dividends to stockholders of $25 million and $75 million, respectively.
Previous wording
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 Sheets and include commitments for outsourced services, facilities, capital expenditures, cloud service arrangements and various other types of noncancelable contracts.
Current wording
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 the Company’s Condensed Consolidated Balance Sheets and include commitments for outsourced services, facilities, capital expenditures, cloud service arrangements and various other types of noncancelable contracts.
Previous wording
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 statements 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.
Current wording
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, future capital expenditures and the Restructuring Plan 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,” “continues” and variations of these terms and similar expressions, or the negative of these terms or similar expressions (although not all forward-looking statements 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.
Previous wording
•changes in tax laws in jurisdictions in which we operate or adverse outcomes resulting from examination of our or our affiliates tax returns; and
Current wording
•changes in tax laws in jurisdictions in which we operate or adverse outcomes resulting from examination of our or our affiliates tax returns;
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
Other (expense) income, net decreased by $25 million due to a $25 million gain on divestiture of the Company’s payments testing business in May 2024.