UL Solutions Inc.
For the period ended Mar 31, 2026. Filed May 5, 2026.
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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.
Mar 31, 2026 · Filed May 5, 2026
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 2025-09-30; filed 2025-11-04.
0001901440-25-000047
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-05.
0001901440-26-000012
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 179 previous paragraphs and 169 current paragraphs.
90 unchanged; 45 reworded; 33 added; 42 removed; 2 previous and 1 current paragraphs rearranged.
Tables are not compared: 19 previous and 16 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 (33)
Current report
Effective beginning in the first quarter of 2026, the Company reorganized its segments to be consistent with how the Chief Executive Officer currently evaluates business performance and allocates resources. The changes primarily relate to the Company’s Advisory business, which was previously included within the Software and Advisory segment and is now included within the Industrial segment. As a result of the reorganization, the Software and Advisory segment was renamed “Risk & Compliance Software” and costs related to the Company’s corporate functions were reallocated across its segments. This reorganization had no impact on the Company’s consolidated financial position, results of operations or cash flows. The amounts presented for the three months ended March 31, 2025 have been recast to reflect the Company’s segment reorganization.
Current report
Divestiture of Employee Health and Safety Software Business
Current report
In April 2026, the Company completed the divestiture of its Employee Health and Safety software business in the Company’s Risk & Compliance Software segment to an affiliate of Peak Rock Capital, a private investment firm. The preliminary purchase price is approximately $202 million in cash consideration, subject to customary post-closing adjustments. The Company expects the divestiture will result in a pre-tax gain on sale of approximately $191 million, which will be recorded as non-operating income in the second quarter of 2026.
Current report
Acquisition of Electrical and Electronics Testing LUX Holding SARL
Current report
In April 2026, Underwriters Laboratories Holdings B.V. (“ULH”), a wholly owned subsidiary of the Company, and the Company as guarantor, entered into a sale and purchase agreement for the entire issued share capital of Electrical and Electronics Testing LUX Holding SARL, a private limited liability company, and certain of its subsidiaries and related companies (the “E&E Transaction”). The E&E Transaction includes a “locked box” structure, subject to customary leakage prohibitions (with customary permitted leakage). The purchase price will be comprised of an enterprise value of €575 million, subject to certain customary adjustments, and additional consideration of €41 thousand per day from September 1,
Current report
2025, through the closing date of the transaction. The sale and purchase agreement provides that, in the event of termination as a result of ULH’s failure to submit certain required regulatory filings within the prescribed deadlines, or certain conditions not being satisfied by October 13, 2027, ULH will pay a break fee of €34.5 million. The break fee is not payable to the extent termination of the sale and purchase agreement results from certain specified breaches by the seller. The Company expects to fund the transaction with cash on hand, including proceeds from its portfolio management activities, and available capacity under its revolving credit facility. The transaction is expected to close in the fourth quarter of 2026, subject to the satisfaction of customary closing conditions, including applicable regulatory approvals.
Current report
Sale of DQS Holding GmbH
Current report
In April 2026, the Company entered into a definitive agreement with Montagu, a private equity firm, and certain other parties to sell its approximately 28% shareholding of DQS Holding GmbH (“DQS”), a global management system assessment company headquartered in Germany. The Company expects to receive approximately €105 million in cash consideration, subject to customary post-closing adjustments, a portion of which will be held in escrow to cover certain indemnification obligations under the share purchase and transfer agreement. The Company accounts for DQS using the equity method and DQS financial results are not consolidated within the Company’s financial statements. The sale is expected to result in a pre-tax gain of approximately $100 million, which will be recorded as non-operating income upon closing of the transaction, which is expected to be completed in the second half of 2026, subject to the satisfaction of customary closing conditions, including applicable regulatory approvals.
Current report
Cost of Revenue
Current report
Selling, General and Administrative Expenses
Current report
Restructuring
Current report
Interest Expense
Current report
Other Expense, net
Current report
Income Tax Expense
Current report
Cost of Revenue
Current report
Cost of revenue increased by $12 million, or 3.3%, for the three months ended March 31, 2026, as compared to the same period in 2025. FX increased cost of revenue by $10 million, primarily due to the relative strength of the euro and Chinese renminbi. On an organic basis, the increase was partially offset by a $4 million decrease in employee compensation expenses, in part related to headcount reductions from the Restructuring Plan.
Current report
Selling, General and Administrative Expenses
Current report
Selling, general and administrative expenses increased by $11 million, or 4.7%, for the three months ended March 31, 2026, as compared to the same period in 2025. Acquisitions / Divestitures increased selling, general and administrative expenses by $7 million, primarily in connection with the contemplated E&E Transaction. FX increased selling, general and administrative expenses by $5 million, primarily due to the relative strength of the euro.
Current report
Restructuring
Current report
The Company did not incur material restructuring charges during either period presented. The Company anticipates the previously announced Restructuring Plan will be substantially completed by the end of the first quarter of 2027, with the remaining charges of approximately $3 million expected to be incurred throughout the remainder of the plan.
Current report
Interest Expense
Current report
Other Expense, net
Current report
Other expense, net decreased by $2 million due to lower net foreign exchange losses related to the strengthening of certain foreign currencies against the U.S. dollar.
Current report
Income Tax Expense
Current report
On January 5, 2026, the Organisation for Economic Co-operation and Development (“OECD”) released administrative guidance on Pillar Two (a framework of rules which impose a 15% corporate minimum tax and were enacted by several countries in which the Company operates prior to 2026). The administrative guidance mainly introduces a “side‑by‑side” arrangement that provides safe-harbors against certain aspects of the Pillar Two rules for multinational companies headquartered in countries having an eligible minimum tax system – most notably that of the U.S. Following formal global adoption by OECD member countries, the administrative guidance is effective for fiscal years beginning on or after January 1, 2026, and the Company does not currently expect it to have a material impact on its consolidated financial statements. The
Current report
Company continues to monitor developments related to the OECD Pillar Two global minimum tax framework, including this new arrangement.
Current report
Segment operating income increased by $8 million for the three months ended March 31, 2026, as compared to the same period in 2025, primarily due to the $9 million increase in organic revenue noted above. Additionally, organic expenses decreased $7 million, primarily due to lower employee compensation of $8 million, in part related to headcount reductions from the Restructuring Plan. This was partially offset by a $6 million increase in Acquisition / Divestiture expenses, primarily in connection with the contemplated E&E Transaction.
Current report
Risk & Compliance Software
Current report
The following tables summarize the change in R&C Software’s revenue and operating income for the periods presented:
Current report
Segment operating income increased by $3 million for the three months ended March 31, 2026, as compared to the same period in 2025, primarily due to the $3 million increase in organic revenue noted above.
Current report
•risks related to sustainability;
Current report
•the Company’s ability to generate sufficient cash to service its indebtedness and invest in the ongoing needs of its business;
Current report
•the occurrence of any event, change, or other circumstance that could give rise to the termination of the E&E Transaction and the payment of a break fee; the possibility that one or more closing conditions to the E&E Transaction, including the receipt of certain regulatory approvals, may not be satisfied or waived, in a timely manner or at all, including the risk that a governmental entity may prohibit, delay, or refuse to grant approval for the consummation of the E&E Transaction, or may require conditions, limitations, or restrictions in connection with such approvals; the risk that the E&E Transaction may not be completed within the expected timeframe, or at all; unexpected costs, charges or expenses resulting from the E&E Transaction; uncertainty regarding the expected financial performance following completion of the E&E Transaction; the Company’s ability to achieve its short-term and long-term operating targets following completion of the E&E Transaction; the effects that the announcement or pendency of the E&E Transaction may have on the Company; the acquired business’ and the Company’s respective businesses and ability to retain and hire key personnel and maintain relationships with customers, suppliers and others with whom the acquired business or the Company do business; the effects that termination of the E&E Transaction may have on the Company or its business; failure to successfully complete the E&E Transaction; legal proceedings that may be instituted related to the E&E Transaction; the Company’s ability or failure to successfully integrate the acquired business with existing operations; and the Company’s ability to realize anticipated synergies or obtain the results anticipated;
Removed paragraphs (42)
Previous report
Since January 1, 2024, the Company has completed the following acquisitions and divestiture, which impact the comparability of results between periods:
Previous report
•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.
Previous report
•In May 2024, the Company acquired 100% of the outstanding stock of BatterieIngenieure GmbH (together with its subsidiaries, “BatterieIngenieure”) for approximately $12 million. BatterieIngenieure is a Germany-based battery testing company that was, at the time of acquisition, in the process of building a laboratory in Aachen, Germany to replace the leased facility it was using and to add testing and simulation capacity. The results of operations of BatterieIngenieure are included in the Industrial segment since the date of acquisition.
Previous report
•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 $29 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 (expense) income, net in the Company’s consolidated results of operations.
Previous report
Restructuring Initiative
Previous report
Other (Expense) Income, net
Previous report
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 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.
Previous report
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 report
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 report
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 report
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 report
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 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.
Previous report
Other (Expense) Income, net
Previous report
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 report
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 report
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 report
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 report
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 report
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 report
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 report
Revenue
Previous report
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 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.
Previous report
Revenue
Previous report
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 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.
Previous report
Software and Advisory
Previous report
The following tables summarize the change in Software and Advisory’s revenue and operating income for the periods presented:
Previous report
Revenue
Previous report
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 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.
Previous report
Revenue
Previous report
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 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.
Previous 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.
Previous 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.
Previous 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.
Previous 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.
Showing the first 40 of 42 passages. Open the source sections for the rest.
Reworded paragraphs (45)
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 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.
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 March 31, 2026 and for the three month periods ended March 31, 2026 and 2025, which are included in this Quarterly Report, as well as the Company’s audited consolidated financial statements for the year ended December 31, 2025 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, 2025. 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
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.
Current wording
UL Solutions is a global safety science leader that provides independent third-party testing, inspection and certification (“TIC”) services, advisory offerings and software solutions.
Previous wording
UL Solutions reports its financial results through three segments: Industrial, Consumer and Software and Advisory.
Current wording
UL Solutions reports its financial results through three segments: Industrial, Consumer and Risk & Compliance Software (“R&C Software”).
Previous wording
Recently, the geopolitical environment and attendant increased levels of uncertainty have caused, and may continue to cause, the Company’s customers to modify, delay or cancel plans to purchase services. Accordingly, ongoing uncertainty related to the current geopolitical environment and the associated unpredictability of the macroeconomic environment could have an adverse impact on various aspects of the Company’s business in the future, including its results of operations and financial condition. The Company is unable at this time to reasonably determine any future negative impacts from reduced or delayed customer testing or product development as a result of uncertainty that may result from the current geopolitical environment.
Current wording
The geopolitical environment and attendant increased levels of uncertainty have caused, and may continue to cause, the Company’s customers to modify, delay or cancel plans to purchase services. Accordingly, ongoing uncertainty related to the current geopolitical environment and the associated unpredictability of the macroeconomic environment could have an adverse impact on various aspects of the Company’s business in the future, including its results of operations and financial condition. The Company is unable at this time to reasonably determine any future negative impacts from reduced or delayed customer testing or product development as a result of uncertainty that may result from the current geopolitical environment.
Previous wording
Cost of revenue includes employee compensation 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 services and materials expenses including occupancy and facility-related costs for laboratories and other buildings where testing and inspection services are performed, 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. Cost of revenue also includes depreciation on equipment used in testing and amortization of capitalized software.
Current wording
Cost of revenue includes employee compensation 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 services and materials expenses including occupancy and facility-related costs for laboratories and other buildings where testing and inspection services are performed, 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. Cost of revenue also includes depreciation on equipment used in testing and amortization of capitalized software sold to customers.
Previous wording
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 wording
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”). Costs incurred in connection with the Company’s restructuring actions, including the Restructuring Plan, consist of employee-separation costs, facility exit costs, as well as professional services. Refer to Item 1, “Notes to the Condensed Consolidated Financial Statements”, Note 15, “Restructuring” for further details.
Previous wording
Operating income is calculated as revenue less cost of revenue and selling, general and administrative expenses. Operating income margin is calculated as operating income as a percentage of revenue.
Current wording
Operating income is calculated as revenue less cost of revenue, selling, general and administrative expenses and restructuring. Operating income margin is calculated as operating income as a percentage of revenue.
Previous wording
Other (expense) income, net consists primarily of non-operating gains and losses, including gains and losses related to foreign exchange transactions and the revaluation performed on designated balance sheet accounts, interest income, non-operating pension and postretirement benefit expenses and gains on divestitures.
Current wording
Other expense, net consists primarily of non-operating gains and losses, including gains and losses related to foreign exchange transactions and the revaluation performed on designated balance sheet accounts, interest income and non-operating pension and postretirement benefit expenses.
Previous wording
Income before income taxes is calculated as revenue less cost of revenue, selling, general and administrative expenses, interest expense and other (expense) income, net.
Current wording
Income before income taxes is calculated as revenue less cost of revenue, selling, general and administrative expenses, restructuring, interest expense and other expense, net.
Previous wording
Net income is calculated as revenue less cost of revenue, selling, general and administrative expenses, interest expense, other (expense) income, net and income tax expense. Net income margin is calculated as net income as a percentage of revenue.
Current wording
Net income is calculated as revenue less cost of revenue, selling, general and administrative expenses, restructuring, interest expense, other expense, net and income tax expense. Net income margin is calculated as net income as a percentage of revenue.
Previous wording
The following table sets forth the Company’s condensed consolidated results of operations for the periods presented.
Current wording
The following tables set forth the Company’s condensed consolidated results of operations for the periods presented.
Previous 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.
Current wording
Revenue increased by $53 million, or 7.5%, for the three months ended March 31, 2026, as compared to the same period in 2025. Revenue increased on an organic basis by $40 million, or 5.7%, due to organic growth across all segments in the first quarter of 2026, driven by the Industrial and Consumer segments in Ongoing Certification Services and Certification Testing revenue. FX increased revenue by $13 million, or 1.8%, primarily due to the relative strength of the euro and Chinese renminbi.
Previous 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.”
Current wording
Interest expense decreased by $4 million for the three months ended March 31, 2026, as compared to the same period in 2025. The decrease is primarily due to lower balances in the current period on the Company’s credit facilities. For additional information, refer to “—Liquidity and Capital Resources.”
Previous 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).
Current wording
The effective tax rate for the three months ended March 31, 2025 was 24.5%, 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 compensation deductions of certain executive officers.
Previous wording
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 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.
Current wording
The Industrial segment provides TIC and advisory 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 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 and asset owners, end users and regulators.
Previous 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.
Current wording
Revenue increased by $35 million, or 10.3%, for the three months ended March 31, 2026, as compared to the same period in 2025. On an organic basis, revenue increased $28 million, or 8.2%, due to growth in Ongoing Certification Services revenue of $12 million across most industries, driven by continued demand for energy and automation and materials. Certification Testing revenue also increased $11 million across most industries due to continued demand. FX increased revenue by $7 million, or 2.1%, primarily due to the relative strength of the euro and Chinese renminbi.
Previous 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.
Current wording
Segment operating income increased by $18 million, or 21.7%, for the three months ended March 31, 2026, as compared to the same period in 2025, primarily due to the $28 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 $6 million related to base salary increases.
Previous wording
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.
Current wording
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. 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.
Previous 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.
Current wording
Revenue increased by $14 million, or 4.6%, for the three months ended March 31, 2026, as compared to the same period in 2025. On an organic basis, revenue increased $9 million, or 3.0%, primarily due to growth in Certification Testing revenue of $5 million across most industries, driven primarily by continued demand for consumer technology. Ongoing Certification Services revenue increased $4 million across most industries due to continued demand for appliances and HVAC.
Previous wording
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.
Current wording
The R&C Software segment provides complementary software solutions that extend the value proposition of TIC services the Company offers. The software, data, and insight offerings enable the Company’s customers to manage complex regulatory requirements, deliver supply chain transparency and operationalize sustainability.
Previous 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.
Current wording
Revenue increased by $4 million, or 6.6%, for the three months ended March 31, 2026, as compared to the same period in 2025. On an organic basis, revenue increased $3 million, or 4.9% driven by demand for software subscriptions, primarily for providing supply chain insights to the retail industry.
Previous wording
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 supplemental non-GAAP financial measures, including Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Net Income, Adjusted Net Income margin, Adjusted Diluted Earnings Per Share and Free Cash Flow. Management uses non-GAAP financial measures in addition to GAAP measures to understand and compare operating results across periods and for forecasting and other purposes. Management believes these non-GAAP financial measures provide useful information to investors and reflect results in a manner that enables, in some instances, more meaningful analysis of trends and facilitates comparison of results across periods. 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 due to potential differences between the companies in calculations.
Current wording
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 supplemental non-GAAP financial measures, including Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Net Income, Adjusted Net Income margin, Adjusted Diluted Earnings Per Share, Free Cash Flow and Free Cash Flow margin. Management uses non-GAAP financial measures in addition to GAAP measures to understand and compare operating results across periods and for forecasting and other purposes. Management believes these non-GAAP financial measures provide useful information to investors and reflect results in a manner that enables, in some instances, more meaningful analysis of trends and facilitates comparison of results across periods. 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 due to potential differences between the companies in calculations.
Previous wording
The Company uses Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Net Income, Adjusted Net Income margin and Adjusted Diluted Earnings Per Share to measure the operational strength and performance of its business and believes these measures provide additional information to investors about certain non-cash items and unusual items that the Company does not expect to continue at the same level in the future. Further, management believes these non-GAAP financial measures provide a meaningful measure of business performance. The Company uses Free Cash Flow as an additional liquidity measure and believes it provides useful information to investors about the cash generated from the Company’s core operations that may be available to repay debt, make other investments and return cash to stockholders.
Current wording
The Company uses Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Net Income, Adjusted Net Income margin and Adjusted Diluted Earnings Per Share to measure the operational strength and performance of its business and believes these measures provide additional information to investors about certain non-cash items and unusual items that the Company does not expect to continue at the same level in the future. Further, management believes these non-GAAP financial measures provide a meaningful measure of business performance. The Company uses Free Cash Flow and Free Cash Flow margin as additional liquidity measures and believes they provide useful information to investors about the cash generated from the Company’s core operations that may be available to repay debt, make other investments and return cash to stockholders.
Previous wording
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.
Current wording
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, 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, 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.
Previous wording
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, material asset impairment charges and restructuring expenses, as applicable. Adjusted EBITDA margin is calculated as Adjusted EBITDA as a percentage of revenue.
Current wording
The Company defines Adjusted EBITDA as net income adjusted for depreciation and amortization expense, interest expense, other expense, net, income tax expense, as well as stock-based compensation expense for equity-settled awards, material asset impairment charges and restructuring expenses, as applicable. Adjusted EBITDA margin is calculated as Adjusted EBITDA as a percentage of revenue.
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, 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.
Current wording
The Company defines Adjusted Net Income as net income adjusted for other expense, 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, adjusted to give effect to the income tax impact of such adjustments.
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, 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 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.
Current wording
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. Free Cash Flow margin is calculated as Free Cash Flow as a percentage of revenue.
Previous 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.
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 (as defined below). 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, 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.
Previous 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.
Current wording
As of March 31, 2026, the Company had $258 million in cash and cash equivalents and $937 million of unused availability under the 2025 Credit Facility and access to 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.
Previous 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.
Current wording
Net cash provided by operating activities was $219 million for the three months ended March 31, 2026, an increase of $65 million compared to net cash provided by operating activities of $154 million for the same period in 2025. The increase was primarily driven by higher net income after non-cash adjustments due to business performance, timing of payments made to suppliers and higher contract liabilities as a result of increased payments from customers.
Previous 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.
Current wording
Net cash used in investing activities was $61 million for the three months ended March 31, 2026, an increase of $11 million compared to net cash used in investing activities of $50 million for the same period in 2025. The increase in cash used in investing activities was primarily driven by an $18 million increase in capital expenditures, partially offset by $8 million in sales of investments compared to the same period in 2025.
Previous 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.
Current wording
Net cash used in financing activities was $194 million for the three months ended March 31, 2026, an increase of $59 million compared to net cash used in financing activities of $135 million for the same period in 2025. The increase in cash used in financing activities was primarily driven by a $44 million increase in repayments net of proceeds on the Company’s credit facilities and a $9 million increase in employee taxes paid on settlement of stock-based compensation compared to the same period in 2025.
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 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.
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 and enhancements of existing software. Cash paid for capital expenditures increased $18 million, to $69 million for the three months ended March 31, 2026, compared to $51 million for the same period in 2025.
Previous wording
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 wording
In October 2025, the Company entered into a credit agreement, by and among UL Solutions Inc. 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 (the “Credit Agreement”). The Credit Agreement provides for a $1.0 billion senior unsecured five-year multi-currency revolving facility (collectively, and as amended, the “2025 Credit Facility”). The Borrowers’ obligations (other than the Company’s) under the Credit Agreement are guaranteed by the Company. As of March 31, 2026, the Company was in compliance with all covenants under the 2025 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. Borrowings under the notes bear a fixed interest rate of 6.500% per annum.
Current wording
The Company has outstanding $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
The Company increased the regular quarterly dividend to 13 cents per share beginning in the first quarter of 2025, an increase from the previous 12.5 cents per share. The Company 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 Part II Item 7 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. The Company cannot give any assurance that the Company will continue to declare dividends in any particular amounts, or at all, in the future.
Current wording
The Company increased the regular quarterly dividend to 14.5 cents per share beginning in the first quarter of 2026, an increase from the previous 13 cents per share. The Company 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 Part II Item 7 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. The Company cannot give any assurance that the Company will continue to declare dividends in any particular amounts, or at all, in the future.
Previous 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.
Current wording
In the three months ended March 31, 2026 and 2025, the Company paid dividends to stockholders of $29 million and $26 million, respectively.
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, 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.
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, including the Company’s estimates of the charges and expenditures in connection therewith and the timing thereof and the Company’s estimates of the benefits of such Restructuring Plan, and statements regarding the Company’s acquisitions, divestitures and other strategic transactions, including expected timing, closing, proceeds, financing, synergies and financial impact, 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
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:
Current wording
There are or will be important factors that could cause the Company’s actual results to differ materially from those expressed or implied in these forward-looking statements, including, but not limited to, the following:
Showing the first 40 of 45 pairs. Open the source sections for the rest.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
The effective tax rate for the three months ended March 31, 2026 was 24.8%, which differed from the U.S. federal statutory tax rate of 21%, primarily due to foreign tax effects.
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
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 report — wording carried elsewhere
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.