UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended March 31, 2025
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from ________ to _________
Commission file number 001-42012
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||||||||
(Address of Principal Executive Offices and zip code) | ||||||||||||||
(847 ) 272-8800
Registrant’s telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | o | Accelerated filer | o | ||||||||
x | Smaller reporting company | ||||||||||
Emerging growth company | |||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x
The registrant had outstanding 62,368,949 shares of Class A common stock, par value $0.001 per share, and 138,130,000 shares of Class B common stock, par value $0.001 per share, as of April 25, 2025.
| UL Solutions Inc. | ||
| Table of Contents | ||
Page | |||||
PART I. FINANCIAL INFORMATION
ITEM 1. Condensed Consolidated Financial Statements (Unaudited)
Condensed Consolidated Statements of Operations
| UL Solutions Inc. | ||
| Condensed Consolidated Statements of Operations | ||
| (Unaudited) | ||
| Three Months Ended March 31, | |||||||||||
| (in millions, except per share data) | 2025 | 2024 | |||||||||
| Revenue | $ | $ | |||||||||
| Cost of revenue | |||||||||||
| Selling, general and administrative expenses | |||||||||||
| Operating income | |||||||||||
| Interest expense | ( | ( | |||||||||
| Other expense, net | ( | ( | |||||||||
| Income before income taxes | |||||||||||
| Income tax expense | |||||||||||
| Net income | |||||||||||
| Less: net income attributable to non-controlling interests | |||||||||||
| Net income attributable to stockholders of UL Solutions | $ | $ | |||||||||
| Earnings per common share: | |||||||||||
| Basic | $ | $ | |||||||||
| Diluted | $ | $ | |||||||||
| Weighted average common shares outstanding: | |||||||||||
| Basic | |||||||||||
| Diluted | |||||||||||
The accompanying notes are an integral part of the Condensed Consolidated Financial Statements
2
| UL Solutions Inc. | ||
| Condensed Consolidated Statements of Comprehensive Income | ||
| (Unaudited) | ||
Condensed Consolidated Statements of Comprehensive Income
| Three Months Ended March 31, | |||||||||||
| (in millions) | 2025 | 2024 | |||||||||
| Net income | $ | $ | |||||||||
| Other comprehensive income (loss), net of tax: | |||||||||||
| Pension and postretirement benefit plans, net of tax | |||||||||||
| Foreign currency translation gain (loss) | ( | ||||||||||
| Total other comprehensive income (loss) | ( | ||||||||||
| Comprehensive income | |||||||||||
| Less: comprehensive income attributable to non-controlling interests | |||||||||||
| Comprehensive income attributable to stockholders of UL Solutions | $ | $ | |||||||||
The accompanying notes are an integral part of the Condensed Consolidated Financial Statements
3
| UL Solutions Inc. | ||
| Condensed Consolidated Balance Sheets | ||
| (Unaudited) | ||
Condensed Consolidated Balance Sheets
| (in millions, except share and per share data) | March 31, 2025 | December 31, 2024 | |||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Accounts receivable, net of allowance of $ | |||||||||||
Contract assets, net of allowance of $ | |||||||||||
| Other current assets | |||||||||||
| Total current assets | |||||||||||
Property, plant and equipment, net of accumulated depreciation of $ | |||||||||||
| Goodwill | |||||||||||
Intangible assets, net of accumulated amortization of $ | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Deferred income taxes | |||||||||||
Capitalized software, net of accumulated amortization of $ | |||||||||||
| Other assets | |||||||||||
| Total Assets | $ | $ | |||||||||
| Liabilities and Stockholders’ Equity | |||||||||||
| Current liabilities: | |||||||||||
| Current portion of long-term debt | $ | $ | |||||||||
| Accounts payable | |||||||||||
| Accrued compensation and benefits | |||||||||||
| Operating lease liabilities - current | |||||||||||
| Contract liabilities | |||||||||||
| Other current liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt | |||||||||||
| Pension and postretirement benefit plans | |||||||||||
| Operating lease liabilities | |||||||||||
| Other liabilities | |||||||||||
| Total Liabilities | |||||||||||
Commitments and contingencies (Note 15) | |||||||||||
| Stockholders’ equity: | |||||||||||
Class A common stock, $ | |||||||||||
Class B common stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Total stockholders’ equity before non-controlling interests | |||||||||||
| Non-controlling interests | |||||||||||
| Total Stockholders’ Equity | |||||||||||
| Total Liabilities and Stockholders’ Equity | $ | $ | |||||||||
The accompanying notes are an integral part of the Condensed Consolidated Financial Statements
4
| UL Solutions Inc. | ||
| Condensed Consolidated Statements of Stockholders’ Equity | ||
| (Unaudited) | ||
Condensed Consolidated Statements of Stockholders’ Equity
| (in millions, except per share data) | Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Non-controlling Interests | Total | |||||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||
| Net income | — | — | — | ||||||||||||||||||||||||||||||||
| Other comprehensive income, net of tax | — | — | — | — | |||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||
Dividend to stockholders of UL Solutions ($ | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||
| Dividend to non-controlling interest | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||
| Balance at December 31, 2023 | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||
| Net income | — | — | — | ||||||||||||||||||||||||||||||||
| Other comprehensive loss, net of tax | — | — | — | ( | ( | ( | |||||||||||||||||||||||||||||
Dividend to stockholder of UL Solutions ($ | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||
| Dividend to non-controlling interest | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
| Balance at March 31, 2024 | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||
The accompanying notes are an integral part of the Condensed Consolidated Financial Statements
5
| UL Solutions Inc. | ||
| Condensed Consolidated Statements of Cash Flows | ||
| (Unaudited) | ||
Condensed Consolidated Statements of Cash Flows
| Three Months Ended March 31, | |||||||||||
| (in millions) | 2025 | 2024 | |||||||||
| Operating activities | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash flows provided by operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Stock-based compensation | |||||||||||
| Losses on foreign exchange transactions | |||||||||||
| Deferred income taxes | ( | ||||||||||
| Other, net | |||||||||||
| Changes in assets and liabilities, excluding the effects of acquisitions and divestitures: | |||||||||||
| Accounts receivable | ( | ( | |||||||||
| Contract and other assets | ( | ( | |||||||||
| Accounts payable | ( | ( | |||||||||
| Accrued expenses | ( | ( | |||||||||
| Pension and postretirement benefit plans | ( | ( | |||||||||
| Contract and other liabilities | |||||||||||
| Net cash flows provided by operating activities | |||||||||||
| Investing activities | |||||||||||
| Capital expenditures | ( | ( | |||||||||
| Other investing activities, net | |||||||||||
| Net cash flows used in investing activities | ( | ( | |||||||||
| Financing activities | |||||||||||
| Proceeds from long-term debt | |||||||||||
| Repayments of long-term debt | ( | ( | |||||||||
| Dividends to stockholders of UL Solutions | ( | ( | |||||||||
| Dividends to non-controlling interest | ( | ||||||||||
| Other financing activities, net | ( | ||||||||||
| Net cash flows used in financing activities | ( | ( | |||||||||
| Effect of exchange rate changes on cash and cash equivalents | ( | ||||||||||
| Net (decrease) increase in cash and cash equivalents | ( | ||||||||||
| Cash and cash equivalents | |||||||||||
| Beginning of period | |||||||||||
| End of period | $ | $ | |||||||||
| Supplemental disclosures of cash flow information | |||||||||||
| Cash paid during the period for interest | $ | $ | |||||||||
| Cash paid during the period for income taxes | |||||||||||
| Noncash investing and financing activities | |||||||||||
| Capital expenditures funded by liabilities | $ | $ | |||||||||
The accompanying notes are an integral part of the Condensed Consolidated Financial Statements
6
| UL Solutions Inc. | ||
| NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS | ||
| (Unaudited) | ||
Notes to the Condensed Consolidated Financial Statements
1. Significant Accounting Policies
Description of Business
UL Solutions Inc. (together with its consolidated subsidiaries, “UL Solutions” and the “Company”) is a global safety science leader that provides independent third-party testing, inspection and certification services and related software and advisory offerings. Underwriters Laboratories Inc. (“UL Research Institutes”) is the sole member of ULSE Inc. (“UL Standards & Engagement”), which controls the majority of the voting power of the Company’s common stock.
Basis of Presentation
The condensed consolidated financial statements are unaudited and have been prepared in accordance with applicable rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been omitted. The condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2024 included in the Company’s Annual Report on Form 10-K. It is management’s opinion that these financial statements include all normal and recurring adjustments necessary for a fair statement of the Company’s results of operations, financial position and cash flows. Results of operations for any interim period are not necessarily indicative of future or annual results. The Company has reclassified certain amounts in prior period financial statements to conform to the current period’s presentation.
Recently Issued Accounting Standards – Not Adopted
In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which provides qualitative and quantitative updates to the rate reconciliation and income taxes paid disclosures, among others, in order to enhance the transparency of income tax disclosures, including consistent categories and greater disaggregation of information in the rate reconciliation and disaggregation by jurisdiction of income taxes paid. The amendments in ASU 2023-09 are effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The amendments will be applied prospectively. The ASU will result in additional income tax disclosures within the Company’s financial statements but is not expected to impact the Company’s financial condition, results of operations or cash flows.
In November 2024, the FASB issued ASU No. 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures, which is intended to improve disclosures about a public business entity’s expense and provide more detailed information to investors about the types of expenses in commonly presented expense captions. The amendments in ASU 2024-03 are effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, on either a prospective or retrospective basis, with early adoption permitted. The Company is currently evaluating the impact this ASU may have on its consolidated financial statements.
2. Earnings Per Share
Basic and diluted earnings per share were calculated as follows:
| Three Months Ended March 31, | |||||||||||
| (in millions, except per share data) | 2025 | 2024 | |||||||||
| Net income attributable to stockholders of UL Solutions | $ | $ | |||||||||
| Basic weighted average common shares outstanding | |||||||||||
| Effect of dilutive securities | |||||||||||
| Diluted weighted average common shares outstanding | |||||||||||
| Basic earnings per share attributable to stockholders of UL Solutions | $ | $ | |||||||||
| Diluted earnings per share attributable to stockholders of UL Solutions | $ | $ | |||||||||
7
3. Revenue
The table below summarizes the major service categories from which the Company derives its revenues:
| Three Months Ended March 31, | |||||||||||
| (in millions) | 2025 | 2024 | |||||||||
| Certification Testing | $ | $ | |||||||||
| Ongoing Certification Services | |||||||||||
| Non-certification Testing and Other Services | |||||||||||
| Software | |||||||||||
| Total | $ | $ | |||||||||
Contract Balances
The revenue recognized during the three months ended March 31, 2025, which was included in contract liabilities at December 31, 2024, amounted to $36 million. The revenue recognized during the three months ended March 31, 2024, which was included in contract liabilities at December 31, 2023, amounted to $30 million.
Remaining Performance Obligations
At March 31, 2025, the Company estimates that $201 million in revenue is expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) at the end of the reporting period. The Company expects to recognize approximately 62 % of its unsatisfied (or partially unsatisfied) performance obligations as revenue in the subsequent 12 months, with the remaining balance to be recognized thereafter.
Remaining consideration from contracts with customers is included in the amount presented above and includes contracts with multiple performance obligations and multi-year maintenance agreements, which are typically recognized as the performance obligation is satisfied.
4. Acquisitions and Divestitures
Acquisitions
In July 2024, the Company acquired 100 % of the outstanding stock of TesTneT Engineering GmbH (together with its subsidiaries, “TesTneT”) for approximately $19 million in cash consideration (subject to customary post-closing adjustments). TesTneT is a Germany-based company that provides testing services for various hydrogen storage systems, refueling stations and their components. Goodwill of $14 million, subject to finalization of the purchase price allocation, represents anticipated future revenue growth and margin expansion opportunities from new customers and has been included within the Company’s Industrial segment. Goodwill related to this acquisition is not deductible for income tax purposes.
In May 2024, the Company acquired 100 % of the outstanding stock of BatterieIngenieure GmbH (together with its subsidiaries, “BatterieIngenieure”) for approximately $12 million in cash consideration (subject to customary post-closing adjustments). 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 purchase price is primarily related to property, plant, and equipment of $9 million and goodwill of $8 million, subject to finalization of the purchase price allocation. Goodwill represents anticipated future revenue growth and margin expansion opportunities from new customers and has been included within the Company’s Industrial segment. Goodwill related to this acquisition is not deductible for income tax purposes.
Aggregate acquisition-related costs associated with business combinations are not material for the three months ended March 31, 2025 and 2024, and are included in selling, general and administrative expenses in the Company’s Condensed Consolidated Statements of Operations as incurred.
8
Divestiture
In May 2024, the Company completed the sale of its payments testing business in the Industrial segment to an affiliate of Gallant Capital Partners, a California-based private equity firm, for a base price of $29 million in cash (as adjusted for customary post-closing adjustments) with the potential for additional cash consideration if certain earn-out provisions are met. The divestiture resulted in a pre-tax gain on sale of $24 million, which was recorded within other expense, net in the Company’s Condensed Consolidated Statements of Operations.
5. Other Expense, net
The components of other expense, net are as follows:
| Three Months Ended March 31, | |||||||||||
| (in millions) | 2025 | 2024 | |||||||||
| Foreign exchange losses | $ | ( | $ | ( | |||||||
Interest income(a) | |||||||||||
| Non-operating pension and postretirement benefit expense | ( | ( | |||||||||
Other(a) | |||||||||||
| Total | $ | ( | $ | ( | |||||||
__________
(a)The Company has reclassified the amounts presented for the three months ended March 31, 2024 to conform to the current period’s presentation.
6. Fair Value of Financial Instruments
The carrying amount and fair value of the Company’s debt was as follows:
| March 31, 2025 | December 31, 2024 | ||||||||||||||||||||||
| (in millions) | Carrying Amount | Fair Value | Carrying Amount | Fair Value | |||||||||||||||||||
| Term loans | $ | $ | $ | $ | |||||||||||||||||||
| Senior notes | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
The fair value of the Company’s term loans reflects current market conditions and is primarily determined using broker quotes, which are Level 2 inputs in the fair value hierarchy. The fair value of the Company’s senior notes is estimated based on prevailing interest rates and trading activity, which are Level 2 inputs in the fair value hierarchy.
7. Investments in Equity Securities
The Company holds investments in equity securities of various companies, certain of which comprise less than 10% of the applicable company’s outstanding equity securities and are included within other assets in the Company’s Condensed Consolidated Balance Sheets. The Company accounts for these investments at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. The carrying amount of these investments was $36
The Company owns 70 % of the issued and outstanding equity interests of UL-CCIC Company Limited (“UL-CCIC”), an entity formed under the laws of the People’s Republic of China. The Company determined that it is the primary beneficiary of UL-CCIC and assets of $151 million and $193 million and liabilities of $85 million and $87 million, inclusive of intercompany eliminations, were included in the Company’s Condensed Consolidated Balance Sheets at March 31, 2025 and December 31, 2024, respectively.
9
8. Goodwill
Changes in the carrying amount of goodwill for the three months ended March 31, 2025 were as follows:
| (in millions) | Industrial | Consumer | Software and Advisory | Total | |||||||||||||||||||
Balance at December 31, 2024(a) | $ | $ | $ | $ | |||||||||||||||||||
| Measurement period adjustments | |||||||||||||||||||||||
| Effect of changes in foreign exchange rates | |||||||||||||||||||||||
Balance at March 31, 2025(a) | $ | $ | $ | $ | |||||||||||||||||||
(a)Net of accumulated impairment losses of $137
9. Intangible Assets
The following tables summarize intangible assets:
| March 31, 2025 | December 31, 2024 | ||||||||||||||||||||||||||||||||||
| (in millions) | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | |||||||||||||||||||||||||||||
| Customer relationships | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||
| Intellectual property and patents | ( | ( | |||||||||||||||||||||||||||||||||
| Trademarks | ( | ( | |||||||||||||||||||||||||||||||||
| Total | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||
10. Pension
The components of net periodic benefit cost for the Company’s U.S. defined benefit pension plan were as follows:
| Three Months Ended March 31, | |||||||||||
| (in millions) | 2025 | 2024 | |||||||||
| Components of net periodic benefit cost | |||||||||||
| Interest cost | $ | $ | |||||||||
| Expected return on plan assets | ( | ( | |||||||||
| Amortization of net actuarial loss | |||||||||||
| Net periodic benefit cost | $ | $ | |||||||||
11. Income Taxes
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 current year compensation deductions of certain executive officers.
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
10
January 1, 2024, or January 1, 2025. The effective tax rate for the three months ended March 31, 2025 of 24.5 % was higher than the effective tax rate for the three months ended March 31, 2024 of 17.8 % 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.
12. Long-Term Debt
The Company’s outstanding debt consisted of the following:
| (in millions) | Currency | Maturity Date | March 31, 2025 | December 31, 2024 | |||||||||||||||||||
| Term loans | USD | January 2027 | $ | $ | |||||||||||||||||||
| Senior notes | USD | October 2028 | |||||||||||||||||||||
| Other | USD | August 2033 | |||||||||||||||||||||
| Total debt | |||||||||||||||||||||||
| Less: unamortized debt issuance costs | ( | ( | |||||||||||||||||||||
| Total debt, net of unamortized debt issuance costs | |||||||||||||||||||||||
| Less: current portion of long-term debt | ( | ||||||||||||||||||||||
| Long-term debt | $ | $ | |||||||||||||||||||||
Credit Facility
In January 2022, the Company entered into a credit agreement with Bank of America, N.A. and certain other lenders, which provides for senior unsecured credit facilities in an aggregate principal amount of $1,250 million (collectively, and as amended, the “Credit Facility”), 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 March 31, 2025, the Company was in compliance with all covenants under the Credit Facility. The interest rate on the term loans was 5.55 % as of March 31, 2025 and 5.58 % as of December 31, 2024.
Senior Notes
In October 2023, the Company issued $300 million in aggregate principal amount of 6.500 % senior notes due 2028 (the “notes”). The notes are senior unsecured obligations of UL Solutions Inc. and are unconditionally guaranteed by UL LLC. Borrowings under the notes bear a fixed interest rate of 6.500 % per annum.
13. Accumulated Other Comprehensive Loss
The following tables summarize the changes in accumulated other comprehensive loss.
| (in millions) | Foreign Currency Translation | Pension and Postretirement Plans | Total | ||||||||||||||
| Balance at December 31, 2024, net of tax | $ | ( | $ | ( | $ | ( | |||||||||||
| Amounts before reclassifications | |||||||||||||||||
| Total other comprehensive income, net of tax | |||||||||||||||||
| Balance at March 31, 2025, net of tax | $ | ( | $ | ( | $ | ( | |||||||||||
11
| (in millions) | Foreign Currency Translation | Pension and Postretirement Plans | Total | ||||||||||||||
| Balance at December 31, 2023, net of tax | $ | ( | $ | ( | $ | ( | |||||||||||
| Amounts before reclassifications | ( | ( | |||||||||||||||
| Amounts reclassified out | |||||||||||||||||
| Total other comprehensive (loss) income, net of tax | ( | ( | |||||||||||||||
| Balance at March 31, 2024, net of tax | $ | ( | $ | ( | $ | ( | |||||||||||
14. Stock-based and Other Incentive Compensation
Stock-based compensation expense (benefit) was as follows:
| Three Months Ended March 31, | |||||||||||
| (in millions) | 2025 | 2024 | |||||||||
| Cost of revenue | $ | $ | |||||||||
| Selling, general and administrative expenses | ( | ||||||||||
| Stock-based compensation expense (benefit) | ( | ||||||||||
| Income tax benefit | ( | ||||||||||
| Stock-based compensation expense (benefit), net | $ | $ | ( | ||||||||
| Stock-based compensation expense (benefit) by type of award | |||||||||||
| Restricted stock units | $ | $ | |||||||||
| Performance share units | |||||||||||
| Stock options | |||||||||||
| Employee stock purchase plan | |||||||||||
Cash-settled awards | ( | ||||||||||
| Stock-based compensation expense (benefit) | $ | $ | ( | ||||||||
15. Commitments and Contingencies
The Company is, in the ordinary course of business, party to certain claims, litigation, audits and investigations. The Company will record an accrual for a loss contingency when it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. The Company believes it has established adequate accruals for liabilities that are probable and reasonably estimable and that may be incurred in connection with any such currently pending or threatened matter, none of which are material. In the Company’s opinion, the settlement of any such currently pending or threatened matter is not expected to have a material impact on the Company’s financial position, results of operations, or cash flows.
16. Related Party Transactions
In each of the three month periods ended March 31, 2025 and 2024, the Company incurred expenses of $5
12
17. Segment Information
The following table provides revenue, significant segment expenses and operating income (loss), by segment for the three months ended March 31, 2025 and 2024:
| Industrial | Consumer | Software and Advisory | Total | ||||||||||||||||||||||||||||||||
| (in millions) | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Employee compensation | |||||||||||||||||||||||||||||||||||
| Services and materials | |||||||||||||||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||||||||||||||
| Operating income (loss) | $ | $ | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||
Capital expenditures of the Company’s segments were as follows for the three months ended March 31:
| (in millions) | 2025 | 2024 | |||||||||
| Industrial | $ | $ | |||||||||
| Consumer | |||||||||||
| Software and Advisory | |||||||||||
| Total segments | |||||||||||
| Corporate | |||||||||||
| Total | $ | $ | |||||||||
Assets by segment are not disclosed as the Company does not allocate assets to segments for internal reporting presentations provided to the Company’s chief operating decision maker.
13
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
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, 2025 and for the three month periods ended March 31, 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.
References to “UL Solutions” and the “Company” refer to UL Solutions Inc. and its consolidated subsidiaries as a whole, unless the context otherwise requires.
Overview
UL Solutions is a global safety science leader that provides independent third-party testing, inspection and certification (“TIC”) services and related software and advisory (“S&A”) offerings.
UL Solutions reports its financial results through three segments: Industrial, Consumer and Software and Advisory.
Since January 1, 2024, the Company has completed the following acquisitions and divestiture, which impact the comparability of results between periods:
•In July 2024, the Company acquired 100% of the outstanding stock of TesTneT Engineering GmbH (together with its subsidiaries, “TesTneT”) for approximately $19 million. TesTneT is a Germany-based company that provides testing services for various hydrogen storage systems, refueling stations and their components. The results of operations of TesTneT are included in the Industrial segment since the date of acquisition.
•In May 2024, the Company acquired 100% of the outstanding stock of 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.
•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, net in the Company’s consolidated results of operations.
Components of the Company’s Results of Operations
Revenue
The Company conducts its operations across four major service categories: (1) Certification Testing of products, components and systems according to standards and regulatory requirements and other design and performance specifications; (2) Ongoing Certification Services to validate the continued compliance of previously certified products, components and systems; (3) Non-certification Testing and Other Services, which includes performance testing for customer or other requirements that may not be required by any regulation and may not result in a certification, as well as other services, including advisory and technical services; and (4) Software, comprising software as a service and license-based software solutions, including implementation and training services related to software.
14
Components of Revenue Change
The Company uses Organic, Acquisition / Divestiture and FX to explain the change in revenue from period to period. Revenue change is calculated as the percentage change in revenue in one period relative to the prior period’s revenue and is a key financial measure that the Company uses to manage its business. The Company defines these components of revenue as follows:
“Organic” reflects revenue change in a given period excluding Acquisition / Divestiture and FX in that same period, expressed in dollars or as a percentage of revenue in the prior period.
“Acquisition / Divestiture” is calculated as revenue change in a given period related to acquisitions or disposals of businesses using prior period exchange rates, expressed in dollars or as a percentage of revenue in the prior period. Revenues from an acquisition or disposal are measured as Acquisition / Divestiture for the initial twelve-month period following the acquisition or disposal date. Subsequently, the revenue impact from the acquired or disposed business is measured as Organic.
“FX” reflects the impact that foreign currency exchange rates have on revenue in a given period, expressed in dollars or as a percentage of revenue in the prior period. The Company uses constant currency to calculate the FX impact on revenue in a given period by translating current period revenues at prior period exchange rates, expressed as a percentage of revenue in the prior period.
Cost of Revenue
Cost of revenue includes 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.
Selling, General and Administrative Expenses
Selling, general and administrative expenses include employee compensation consisting of salaries, incentives, stock-based compensation and other benefits for sales and indirect administrative functions such as executive, finance, legal, human resources and information technology, not included within cost of revenue. In addition, selling, general and administrative expenses include services and materials expenses such as third-party consultancy costs, facility costs, internal research and development costs as well as legal and accounting fees, travel, marketing, bad debt and non-chargeable materials and supplies. Selling, general and administrative expenses also include depreciation and amortization.
Operating Income
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.
Components of Operating Income Change
The Company uses Organic, Acquisition / Divestiture and FX to explain the change in operating income from period to period. Operating income change is calculated as the percentage change in operating income in one period relative to the prior period’s operating income and is a key financial measure that the Company uses to manage its business. The Company defines these components of operating income as follows:
“Organic” reflects total operating income change in a given period excluding Acquisition / Divestiture and FX in that same period, expressed in dollars or as a percentage of operating income in the prior period.
“Acquisition / Divestiture” is calculated as operating income change in a given period related to acquisitions or disposals of businesses using prior period exchange rates, expressed in dollars or as a percentage of operating income in the prior period. Operating income change from an acquisition or disposal is measured as Acquisition / Divestiture for the initial twelve-month period following the acquisition or disposal date. Subsequently, operating income impact from the acquired or disposed
15
business is measured as Organic. Acquisition / Divestiture also includes the change in due diligence-related costs for merger and acquisition and disposal activities.
“FX” reflects the impact that foreign currency exchange rates have on operating income in a given period expressed in dollars or as a percentage of operating income in the prior period. The Company uses constant currency to calculate the FX impact on operating income in a given period by translating current period operating income at prior period exchange rates, expressed as a percentage of operating income in the prior period.
Interest Expense
Interest expense consists primarily of interest expense on the Company’s debt obligations.
Other Expense, net
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.
Income Before Income Taxes
Income before income taxes is calculated as revenue less cost of revenue, selling, general and administrative expenses, interest expense and other expense, net.
Income Tax Expense
Income tax expense consists of current and deferred federal and state taxes for the Company’s U.S. and foreign jurisdictions.
Net Income
Net income is calculated as revenue less cost of revenue, selling, general and administrative expenses, interest expense, other expense, net and income tax expense. Net income margin is calculated as net income as a percentage of revenue.
Results of Operations
The following table sets forth the Company’s condensed consolidated results of operations for the periods presented.
Three Months Ended March 31, 2025 Compared to Three Months Ended March 31, 2024
| Three Months Ended March 31, | Change | ||||||||||||||||||||||||||||
| (in millions) | 2025 | % Revenue | 2024 | % Revenue | |||||||||||||||||||||||||
| Revenue | $ | 705 | N/A | $ | 670 | N/A | $ | 35 | |||||||||||||||||||||
| Cost of revenue | 364 | 51.6 | % | 351 | 52.4 | % | 13 | ||||||||||||||||||||||
| Selling, general and administrative expenses | 232 | 32.9 | % | 228 | 34.0 | % | 4 | ||||||||||||||||||||||
| Operating income | 109 | 15.5 | % | 91 | 13.6 | % | 18 | ||||||||||||||||||||||
| Interest expense | (12) | (1.7) | % | (15) | (2.2) | % | 3 | ||||||||||||||||||||||
| Other expense, net | (3) | (0.4) | % | (3) | (0.4) | % | — | ||||||||||||||||||||||
| Income before income taxes | 94 | 13.3 | % | 73 | 10.9 | % | 21 | ||||||||||||||||||||||
| Income tax expense | 23 | 3.3 | % | 13 | 1.9 | % | 10 | ||||||||||||||||||||||
| Net income | $ | 71 | 10.1 | % | $ | 60 | 9.0 | % | 11 | ||||||||||||||||||||
16
Revenue
| Three Months Ended March 31, | |||||||||||||||||||||||
| (in millions) | 2025 | 2024 | Change | % Change | |||||||||||||||||||
| Industrial | $ | 308 | $ | 295 | $ | 13 | 4.4 | % | |||||||||||||||
| Consumer | 304 | 286 | 18 | 6.3 | % | ||||||||||||||||||
| Software and Advisory | 93 | 89 | 4 | 4.5 | % | ||||||||||||||||||
| Total | $ | 705 | $ | 670 | $ | 35 | 5.2 | % | |||||||||||||||
Revenue increased by $35 million, or 5.2%, for the three months ended March 31, 2025, as compared to the same period in 2024. Revenue increased on an organic basis by $51 million, or 7.6%, due to organic growth across all segments in the first quarter of 2025, driven by the Industrial and Consumer segments in Certification Testing, Ongoing Certification Services and Non-certification Testing and Other Services revenue. FX decreased revenue by $9 million, or 1.3%, primarily due to the relative weakness of the euro, the Korean won, the Japanese yen and the Chinese renminbi. Acquisition / Divestiture decreased revenue by $7 million, or 1.0%, primarily due to the sale of the payments testing business in the Industrial segment.
| Three Months Ended March 31, 2025 | |||||||||||||||||||||||||||||||||||
| (in millions) | Organic | Acquisition / Divestiture | FX | Total | Organic % Change | Total % Change | |||||||||||||||||||||||||||||
| Revenue change | |||||||||||||||||||||||||||||||||||
| Industrial | $ | 24 | $ | (7) | $ | (4) | $ | 13 | 8.1 | % | 4.4 | % | |||||||||||||||||||||||
| Consumer | 22 | — | (4) | 18 | 7.7 | % | 6.3 | % | |||||||||||||||||||||||||||
| Software and Advisory | 5 | — | (1) | 4 | 5.6 | % | 4.5 | % | |||||||||||||||||||||||||||
| Total | $ | 51 | $ | (7) | $ | (9) | $ | 35 | 7.6 | % | 5.2 | % | |||||||||||||||||||||||
Cost of Revenue
Cost of revenue increased by $13 million, or 3.7%, for the three months ended March 31, 2025, as compared to the same period in 2024. On an organic basis, employee compensation increased $9 million, related to headcount and base salary increases. In addition, on an organic basis, professional fees increased $5 million related to outsourced labor associated with higher revenue and occupancy costs increased $4 million related to higher utility costs and rent expense. Depreciation and amortization increased $5 million on an organic basis related to the completion of additional laboratory capacity and software ready for its intended use. FX decreased cost of revenue by $8 million, primarily due to the relative weakness of the euro, the Mexican peso, the Korean won, the Chinese renminbi and the New Taiwan dollar. Acquisition / Divestiture decreased cost of revenue by $3 million, primarily due to the sale of the payments testing business.
Selling, General and Administrative Expenses
Selling, general and administrative expenses increased by $4 million, or 1.8%, for the three months ended March 31, 2025, as compared to the same period in 2024. On an organic basis, employee compensation increased $11 million, primarily due to higher costs associated with performance-based incentives, including the Company’s long-term incentive awards, and base salary increases. FX decreased selling, general and administrative expenses by $2 million, primarily due to the relative weakness of the euro.
Interest Expense
Interest expense decreased by $3 million for the three months ended March 31, 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.”
Other Expense, net
Other expense, net of $3 million was flat in the three months ended March 31, 2025 as compared to the same period in 2024.
17
Income Tax Expense
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 current year compensation deductions of certain executive officers.
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 March 31, 2025 of 24.5% was higher than the effective tax rate for the three months ended March 31, 2024 of 17.8% 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.
The effective tax rate for the three months ended March 31, 2024 was 17.8%, which differed from the U.S. federal statutory tax rate of 21% primarily due to earnings subject to lower tax rates in certain foreign jurisdictions, partially offset by U.S. tax on Global Intangible Low Taxed Income net of related foreign tax credits.
Industrial
The Industrial segment provides TIC services to help ensure customers’ industrial products meet or exceed international standards for product safety, performance and sustainability. The Industrial segment provides services that address needs across a number of end markets, including energy, industrial automation, engineered materials (plastics and wire and cable) and built environment, and across a variety of stakeholders, including manufacturers, building owners, end users and regulators.
The following table summarizes the change in Industrial’s revenue and operating income for the periods presented:
| Three Months Ended March 31, | |||||||||||||||||||||||
| (in millions) | 2025 | 2024 | Change | % Change | |||||||||||||||||||
| Revenue | $ | 308 | $ | 295 | $ | 13 | 4.4 | % | |||||||||||||||
| Employee compensation | 145 | 144 | 1 | 0.7 | % | ||||||||||||||||||
| Services and materials | 66 | 65 | 1 | 1.5 | % | ||||||||||||||||||
| Depreciation and amortization | 14 | 11 | 3 | 27.3 | % | ||||||||||||||||||
| Segment operating income | $ | 83 | $ | 75 | $ | 8 | 10.7 | % | |||||||||||||||
| Segment operating income margin | 26.9 | % | 25.4 | % | |||||||||||||||||||
| Three Months Ended March 31, 2025 | |||||||||||||||||||||||
| (in millions) | Organic | Acquisition / Divestiture | FX | Total | |||||||||||||||||||
| Revenue change | $ | 24 | $ | (7) | $ | (4) | $ | 13 | |||||||||||||||
| Segment operating income change | $ | 10 | $ | (2) | $ | — | $ | 8 | |||||||||||||||
Three Months Ended March 31, 2025 Compared to Three Months Ended March 31, 2024
Revenue
Revenue increased by $13 million, or 4.4%, for the three months ended March 31, 2025, as compared to the same period in 2024. On an organic basis, revenue increased $24 million or 8.1%, primarily due to growth in Ongoing Certification Services revenue of $12 million across most industries due in part to price increases and additional volume. Certification Testing revenue increased $11 million, driven by price increases, continued demand for electrical products and components and component certification testing, and returns on new capacity provided by recent laboratory investments. Acquisition / Divestiture decreased revenue by $7 million, or 2.4%, primarily due to the sale of the payments testing business. FX decreased revenue by $4 million, or 1.4%, primarily due to the relative weakness of the euro, the Korean won and the Chinese renminbi.
18
Segment Operating Income
Segment operating income increased by $8 million, or 10.7%, for the three months ended March 31, 2025, as compared to the same period in 2024 primarily due to the $24 million increase in organic revenue noted above. This was partially offset by a $14 million organic increase in expenses, primarily due to higher employee compensation of $6 million related to higher costs associated with performance-based incentives and base salary and headcount increases. Depreciation and amortization also increased $3 million primarily related to the completion of additional laboratory capacity.
Consumer
The Consumer segment provides a variety of global product market acceptance and risk mitigation services for customers in the consumer products end market, including consumer electronics, medical devices, information technologies, appliances, HVAC, lighting, retail (softlines and hardlines) and emerging consumer applications, including new mobility, smart products and 5G. The primary services offered by this segment include safety certification testing, ongoing certification, global market access, testing for connectivity, performance and quality and critical systems advisory and training.
The following table summarizes the change in Consumer’s revenue and operating income for the periods presented:
| Three Months Ended March 31, | |||||||||||||||||||||||
| (in millions) | 2025 | 2024 | Change | % Change | |||||||||||||||||||
| Revenue | $ | 304 | $ | 286 | $ | 18 | 6.3 | % | |||||||||||||||
| Employee compensation | 177 | 170 | 7 | 4.1 | % | ||||||||||||||||||
| Services and materials | 82 | 80 | 2 | 2.5 | % | ||||||||||||||||||
| Depreciation and amortization | 19 | 19 | — | — | % | ||||||||||||||||||
| Segment operating income | $ | 26 | $ | 17 | $ | 9 | 52.9 | % | |||||||||||||||
| Segment operating income margin | 8.6 | % | 5.9 | % | |||||||||||||||||||
| Three Months Ended March 31, 2025 | |||||||||||||||||||||||
| (in millions) | Organic | Acquisition / Divestiture | FX | Total | |||||||||||||||||||
| Revenue change | $ | 22 | $ | — | $ | (4) | $ | 18 | |||||||||||||||
| Segment operating income change | $ | 9 | $ | — | $ | — | $ | 9 | |||||||||||||||
Three Months Ended March 31, 2025 Compared to Three Months Ended March 31, 2024
Revenue
Revenue increased by $18 million, or 6.3%, for the three months ended March 31, 2025, as compared to the same period in 2024. On an organic basis, revenue increased $22 million, or 7.7%, primarily due to Non-certification Testing and Other Services revenue growth of $13 million in consumer technology driven by increased demand for electromagnetic compatibility testing for automotive and consumer electronics and in retail. Certification Testing revenue increased $5 million due to consumer technology growth and strength in HVAC. FX decreased revenue by $4 million, or 1.4%, primarily due to the relative weakness of the Korean won, the euro, the Japanese yen and the Chinese renminbi.
Segment Operating Income
Segment operating income increased by $9 million for the three months ended March 31, 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 $13 million organic increase in expenses, primarily due to higher employee compensation of $11 million, related to base salary and headcount increases and higher costs associated with performance-based incentives.
19
Software and Advisory
The Software and Advisory segment provides complementary software and advisory solutions that extend the value proposition of TIC services the Company offers. The software and technical advisory offerings enable the Company’s customers to manage complex regulatory requirements, deliver supply chain transparency and operationalize sustainability.
The following table summarizes the change in Software and Advisory’s revenue and operating loss for the periods presented:
| Three Months Ended March 31, | |||||||||||||||||||||||
| (in millions) | 2025 | 2024 | Change | % Change | |||||||||||||||||||
| Revenue | $ | 93 | $ | 89 | $ | 4 | 4.5 | % | |||||||||||||||
| Employee compensation | 65 | 63 | 2 | 3.2 | % | ||||||||||||||||||
| Services and materials | 16 | 16 | — | — | % | ||||||||||||||||||
| Depreciation and amortization | 12 | 11 | 1 | 9.1 | % | ||||||||||||||||||
| Segment operating loss | $ | — | $ | (1) | $ | 1 | (100.0) | % | |||||||||||||||
| Segment operating loss margin | — | % | (1.1) | % | |||||||||||||||||||
| Three Months Ended March 31, 2025 | |||||||||||||||||||||||
| (in millions) | Organic | Acquisition / Divestiture | FX | Total | |||||||||||||||||||
| Revenue change | $ | 5 | $ | — | $ | (1) | $ | 4 | |||||||||||||||
| Segment operating loss change | $ | — | $ | — | $ | 1 | $ | 1 | |||||||||||||||
Three Months Ended March 31, 2025 Compared to Three Months Ended March 31, 2024
Revenue
Revenue increased by $4 million, or 4.5%, for the three months ended March 31, 2025, as compared to the same period in 2024. On an organic basis, revenue increased $5 million, or 5.6% driven by demand for software, including retail product compliance.
Segment Operating Loss
Segment operating loss decreased by $1 million for the three months ended March 31, 2025, as compared to the same period in 2024 primarily due to the $5 million increase in organic revenue noted above. This was offset by a $5 million organic increase in expenses, primarily due to higher employee compensation of $3 million related to base salary increases and higher costs associated with performance-based incentives.
Non-GAAP Financial Measures
In addition to financial measures determined in accordance with accounting principles generally accepted in the United States of America (“GAAP”), the Company considers a variety of 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.
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
20
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.
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.
The table below presents these non-GAAP measures with the most directly comparable GAAP measures.
| Three Months Ended March 31, | |||||||||||
| (in millions, unless otherwise stated) | 2025 | 2024 | |||||||||
| Net income | $ | 71 | $ | 60 | |||||||
| Net income margin | 10.1 | % | 9.0 | % | |||||||
| Adjusted EBITDA | $ | 161 | $ | 131 | |||||||
| Adjusted EBITDA margin | 22.8 | % | 19.6 | % | |||||||
| Adjusted Net Income | $ | 80 | $ | 61 | |||||||
| Adjusted Net Income margin | 11.3 | % | 9.1 | % | |||||||
| Diluted Earnings per Share | $ | 0.33 | $ | 0.28 | |||||||
| Adjusted Diluted Earnings Per Share | $ | 0.37 | $ | 0.28 | |||||||
| Net Cash provided by Operating Activities | $ | 154 | $ | 141 | |||||||
| Free Cash Flow | $ | 103 | $ | 84 | |||||||
Adjusted EBITDA
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.
21
The table below reconciles net income to Adjusted EBITDA.
| Three Months Ended March 31, | |||||||||||
| (in millions, unless otherwise stated) | 2025 | 2024 | |||||||||
| Net income | $ | 71 | $ | 60 | |||||||
| Depreciation and amortization expense | 45 | 41 | |||||||||
| Interest expense | 12 | 15 | |||||||||
| Other expense, net | 3 | 3 | |||||||||
| Income tax expense | 23 | 13 | |||||||||
| Stock-based compensation | 8 | — | |||||||||
| Restructuring | (1) | (1) | |||||||||
| Adjusted EBITDA | $ | 161 | $ | 131 | |||||||
| Revenue | $ | 705 | $ | 670 | |||||||
| Net income margin | 10.1 | % | 9.0 | % | |||||||
| Adjusted EBITDA margin | 22.8 | % | 19.6 | % | |||||||
22
The table below reconciles segment operating income (loss) to segment Adjusted EBITDA.
| Three Months Ended March 31, | |||||||||||
| (in millions, unless otherwise stated) | 2025 | 2024 | |||||||||
| Industrial | |||||||||||
| Segment operating income | $ | 83 | $ | 75 | |||||||
| Depreciation and amortization expense | 14 | 11 | |||||||||
| Stock-based compensation | 3 | — | |||||||||
| Adjusted EBITDA | $ | 100 | $ | 86 | |||||||
| Revenue | $ | 308 | $ | 295 | |||||||
| Operating income margin | 26.9 | % | 25.4 | % | |||||||
| Adjusted EBITDA margin | 32.5 | % | 29.2 | % | |||||||
| Consumer | |||||||||||
| Segment operating income | $ | 26 | $ | 17 | |||||||
| Depreciation and amortization expense | 19 | 19 | |||||||||
| Stock-based compensation | 4 | — | |||||||||
| Restructuring | (1) | (1) | |||||||||
| Adjusted EBITDA | $ | 48 | $ | 35 | |||||||
| Revenue | $ | 304 | $ | 286 | |||||||
| Operating income margin | 8.6 | % | 5.9 | % | |||||||
| Adjusted EBITDA margin | 15.8 | % | 12.2 | % | |||||||
| Software and Advisory | |||||||||||
| Segment operating loss | $ | — | $ | (1) | |||||||
| Depreciation and amortization expense | 12 | 11 | |||||||||
| Stock-based compensation | 1 | — | |||||||||
| Adjusted EBITDA | $ | 13 | $ | 10 | |||||||
| Revenue | $ | 93 | $ | 89 | |||||||
| Operating loss margin | 0.0 | % | (1.1) | % | |||||||
| Adjusted EBITDA margin | 14.0 | % | 11.2 | % | |||||||
| Adjusted EBITDA | $ | 161 | $ | 131 | |||||||
Adjusted Net Income
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, each net of tax. Adjusted Net Income margin is calculated as Adjusted Net Income as a percentage of revenue.
23
The table below reconciles net income to Adjusted Net Income.
| Three Months Ended March 31, | |||||||||||
| (in millions, unless otherwise stated) | 2025 | 2024 | |||||||||
| Net income | $ | 71 | $ | 60 | |||||||
| Other expense, net | 3 | 3 | |||||||||
| Stock-based compensation | 8 | — | |||||||||
| Restructuring | (1) | (1) | |||||||||
Tax effect of adjustments(a) | (1) | (1) | |||||||||
| Adjusted Net Income | $ | 80 | $ | 61 | |||||||
| Revenue | $ | 705 | $ | 670 | |||||||
| Net income margin | 10.1 | % | 9.0 | % | |||||||
| Adjusted Net Income margin | 11.3 | % | 9.1 | % | |||||||
(a)The Company computed the tax effect of adjustments to net earnings by applying the statutory tax rate in the relevant jurisdictions to the taxable income or expense items that are adjusted in the period presented. If a valuation allowance exists, the rate applied is zero.
Adjusted Diluted Earnings Per Share
The Company defines Adjusted Diluted Earnings Per Share as diluted earnings per share attributable to stockholders of UL Solutions adjusted for other expense, net, stock-based compensation expense for equity-settled awards, material asset impairment charges and restructuring expenses, as applicable.
The table below reconciles diluted earnings per share to Adjusted Diluted Earnings Per Share.
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Diluted earnings per share | $ | 0.33 | $ | 0.28 | |||||||
| Other expense, net | 0.02 | 0.02 | |||||||||
| Stock-based compensation | 0.04 | — | |||||||||
| Restructuring | (0.01) | (0.01) | |||||||||
Tax effect of adjustments(a) | (0.01) | (0.01) | |||||||||
| Adjusted Diluted Earnings Per Share | $ | 0.37 | $ | 0.28 | |||||||
(a)The Company computed the tax effect of adjustments to net earnings by applying the statutory tax rate in the relevant jurisdictions to the taxable income or expense items that are adjusted in the period presented. If a valuation allowance exists, the rate applied is zero.
Free Cash Flow
The Company defines Free Cash Flow as cash from operating activities less cash outlays related to capital expenditures. The Company defines capital expenditures to include purchases of property, plant and equipment and capitalized software. These items are subtracted from cash from operating activities because they represent long-term investments that are required for normal business activities.
The table below reconciles net cash provided by operating activities to Free Cash Flow.
| Three Months Ended March 31, | |||||||||||
| (in millions) | 2025 | 2024 | |||||||||
| Net cash provided by operating activities | $ | 154 | $ | 141 | |||||||
| Capital expenditures | (51) | (57) | |||||||||
| Free Cash Flow | $ | 103 | $ | 84 | |||||||
24
Liquidity and Capital Resources
Overview
The Company’s primary sources of liquidity are cash and cash equivalents on hand, cash flows from operating activities and cash borrowed under a credit agreement with Bank of America, N.A. and certain other lenders, which provides for senior unsecured credit facilities in an aggregate principal amount of $1,250 million (collectively, 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.
The Company’s cash flows from operations, borrowing availability and overall liquidity are subject to certain risks and uncertainties, including those referenced in the section titled “Risk Factors” in Part I Item 1A of the Company’s Annual Report on Form 10-K. In addition, the Company cannot predict whether or when it may enter into acquisitions, joint ventures or dispositions, make contributions to the Company’s pension and postretirement plans, pay dividends, or what impact any such transactions could have on the Company’s financial condition, results of operations or cash flows.
As of March 31, 2025, the Company had $267 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.
Cash Flows
The following table is a summary of the Company’s cash flow activity:
| Three Months Ended March 31, | |||||||||||
| (in millions) | 2025 | 2024 | |||||||||
| Net cash provided by operating activities | $ | 154 | $ | 141 | |||||||
| Net cash used in investing activities | $ | (50) | $ | (57) | |||||||
| Net cash used in financing activities | $ | (135) | $ | (49) | |||||||
Cash flows from operating activities
Net cash provided by operating activities was $154 million for the three months ended March 31, 2025, an increase of $13 million compared to net cash provided by operating activities of $141 million for the same period in 2024. The increase was primarily driven by higher net income due to business performance during the three months ended March 31, 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 first quarter of 2024.
Cash flows from investing activities
Net cash used in investing activities was $50 million for the three months ended March 31, 2025, a decrease of $7 million compared to net cash used in investing activities of $57 million for the same period in 2024. The decrease in cash used in investing activities was primarily driven by a $6 million decrease in capital expenditures.
Cash flows from financing activities
Net cash used in financing activities was $135 million for the three months ended March 31, 2025, an increase of $86 million compared to net cash used in financing activities of $49 million for the same period in 2024. The change was primarily driven by a $65 million increase in repayments net of proceeds on the Company’s Credit Facility compared to the same period in 2024 and the timing of a $17 million dividend paid to the non-controlling interest, which was paid in the first quarter of 2025 compared to the second quarter of 2024.
25
Capital Expenditures
The Company makes strategic investments in capital expenditures to enable growth by expanding testing capacity to meet increased demand, to enable new capabilities and product offerings and to increase the efficiency of the Company’s processes. Capital expenditures include the building and refurbishment of laboratories and office space, the replacement and upgrade of existing laboratory equipment at the end of its useful life, and investments in technology for internal-use and sale to customers through product development of new software and enhancements of existing software. Cash paid for capital expenditures decreased $6 million, to $51 million for the three months ended March 31, 2025, compared to $57 million for the same period in 2024.
Long-Term Debt
Credit Facility
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 March 31, 2025, the Company was in compliance with all covenants under the Credit Facility.
Senior Notes
In October 2023, the Company issued $300 million in aggregate principal amount of 6.500% senior notes due 2028 (the “notes”). The notes are senior unsecured obligations of UL Solutions Inc. and are unconditionally guaranteed by UL LLC.
Dividends
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.
In the three months ended March 31, 2025 and 2024, the Company paid dividends to stockholders of $26 million and $25 million, respectively.
Contractual Obligations
The Company has purchase obligations related to agreements to purchase goods and services that are enforceable and legally binding, and that specify all significant terms, including the goods to be purchased or services to be rendered, the price at which the goods or services are to be rendered, and the timing of the transactions. Purchase obligations exclude liabilities that are included on Company’s Condensed Consolidated Balance Sheets and include commitments for outsourced services, facilities, capital expenditures, cloud service arrangements and various other types of noncancelable contracts.
Refer to the Company’s consolidated financial statements for the year ended December 31, 2024 included in the Company’s Annual Report on Form 10-K for information about the Company’s noncancelable purchase obligations.
Recent Accounting Pronouncements
For a discussion of new accounting pronouncements recently adopted and not yet adopted, see Note 1 to the condensed consolidated financial statements included elsewhere in this Quarterly Report.
Critical Accounting Policies and Estimates
The Company prepares its condensed consolidated financial statements in accordance with GAAP. While the majority of the Company’s revenue, expenses, assets and liabilities are not based on estimates, there are certain accounting principles that require management to make judgments and estimates regarding matters that are uncertain and susceptible to change. Critical accounting policies are defined as those policies that are reflective of significant judgments, estimates and uncertainties,
26
which could potentially result in materially different results under different assumptions and conditions. Management regularly reviews the estimates and assumptions used in the preparation of the financial statements for reasonableness and adequacy. The Company’s estimates are based on historical experience, current conditions and various other assumptions that the Company believes to be reasonable under the circumstances. Actual results may differ from these estimates and assumptions. To the extent that there are differences between estimates and actual results, the Company’s future financial statement presentation, financial condition, results of operations and cash flows may be affected.
There have been no material changes to the Company’s critical accounting policies and estimates as described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
Cautionary Note Regarding Forward-Looking Statements
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.
There are or will be important factors that could cause the Company’s actual results to differ materially from those indicated in these forward-looking statements, including, but not limited to, the following:
•any failure on the Company’s part to protect and maintain its brand and reputation, or the impact on its brand or reputation of third-party events or actions outside of its control;
•risks associated with the Company’s information technology and software, including those relating to any future data breach or other cybersecurity incident;
•the potential disruption of the TIC or S&A industries by technological advances in artificial intelligence;
•the Company’s ability to innovate, adapt to changing customer needs and successfully introduce new products and services in response to changes in the Company’s industries and technological advances;
•the Company’s ability to compete in its industries and the effects of increased competition from its competitors;
•risks associated with conducting business outside the United States, including those relating to fluctuations in foreign currency exchange rates; the imposition of tariffs and enhanced trade, import or export restrictions; and global, regional or political instability;
•risks associated with the Company’s operations in China, which subject the Company and UL-CCIC Company Limited, the Company’s joint venture with the China Certification & Inspection (Group) Co., Ltd. (“CCIC”), to China’s complex and rapidly evolving laws, which may be interpreted, applied or enforced inconsistently or in ways inconsistent with its current operations, as well as risks associated with the fact that the Chinese government has the power to exercise significant oversight and discretion over, and intervene in and influence, its business operations in China;
•the relationship between the United States and China and between the Company and CCIC, as well as changes in U.S. and Chinese regulations affecting the Company’s business operations in China;
•any failure on the Company’s part to attract, hire or retain its key employees, including its senior leadership and its skilled and trained engineering, technical and professional personnel;
•the level of the Company’s customers’ satisfaction and any failure on its part to properly and timely perform its services, meet its contractual obligations or fulfil its customers’ needs;
•changes to the relevant regulatory frameworks or private sector requirements, including any requirement that the Company accept third-party test results or certifications of components, end products, processes or systems or any changes that result in a reduction in required inspections, tests or certifications or harmonized international or cross-industry benchmarks and standards;
•the Company’s ability to adequately maintain, protect and enhance its intellectual property, including its registered UL-in-a-circle certification mark and other certification marks;
•the Company’s ability to implement its growth strategies and initiatives successfully;
•the Company’s reliance on third parties, including subcontractors and outside laboratories;
27
•the Company’s ability to obtain and maintain the requisite licenses, approvals, accreditations and delegations of authority necessary to conduct its business;
•the outcomes of current and future legal proceedings;
•the Company’s level of indebtedness and future cash needs;
•failure to generate sufficient cash to service the Company’s indebtedness;
•a change in the assumptions the Company uses to value its goodwill or intangible assets, or the impairment of its goodwill or intangible assets;
•constraints imposed on the Company’s ability to operate its business or make necessary capital investments due to the Company’s outstanding indebtedness;
•the increased expenses and responsibilities associated with being a public company;
•the significant influence that UL Standards & Engagement has over the Company, including pursuant to its rights under the Company’s amended and restated certificate of incorporation and the Stockholder Agreement with UL Standards & Engagement;
•natural disasters and other catastrophic events, including pandemics and the rapid spread of contagious illnesses;
•changes in tax laws in jurisdictions in which we operate or adverse outcomes resulting from examination of our or our affiliates tax returns; and
•the other factors discussed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” herein and in the “Risk Factors” in Part I Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
The foregoing factors should not be construed as exhaustive and should be read together with the other cautionary statements included in the section titled “Risk Factors” in Part I Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 and the Company’s subsequent filings with the SEC. If one or more events related to these or other risks or uncertainties materialize, or if the Company’s underlying assumptions prove to be incorrect, actual results may differ materially from what the Company anticipates. Many of the important factors that will determine these results are beyond the Company’s ability to control or predict. Accordingly, you should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made, and, except as otherwise required by law, the Company does not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise. If the Company updates one or more forward-looking statements, no inference should be drawn that the Company will make additional updates with respect to those or other forward-looking statements. New factors emerge from time to time, and it is not possible for the Company to predict which will arise. In addition, the Company cannot assess the impact of each factor on the Company’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. All forward-looking statements attributable to the Company, or others acting on the Company’s behalf, are expressly qualified in their entirety by the cautionary statements above.
In addition, statements that “the Company believes” and similar statements reflect the Company’s beliefs and opinions on the relevant subject. These statements are based upon information available to the Company as of the date of this Quarterly Report, and while the Company believes such information forms a reasonable basis for such statements, such information may be limited or incomplete, and the Company’s statements should not be read to indicate that the Company has conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.
You should read this Quarterly Report and the documents that the Company references in this Quarterly Report with the understanding that the Company’s actual future results, levels of activity, performance and achievements may be materially different from what the Company expects.
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
The Company is exposed to market risk in the ordinary course of business. Market risk represents the risk of loss that may impact the Company’s financial position due to adverse changes in financial market prices and rates, such as interest and foreign currency exchange rates and equity prices. The Company’s market risk exposure is primarily a result of exposure to potential changes in interest rates or inflation and the resulting impact on investment income and interest expense. The Company does not hold financial instruments for trading purposes.
Interest Rate Risk
The Company’s operating results are subject to risk from interest rate fluctuations on its Credit Facility, which carries variable interest rates. Subsequent to June 28, 2024, borrowings under the Credit Facility bear interest at a rate per annum
28
equal to, at the Company’s option, (a) in the case of U.S. dollar loans, the Term SOFR (as defined in the Credit Facility) plus a Secured Overnight Financing Rate (“SOFR”) adjustment of 0.1% plus a margin, and for all other currencies, a specified benchmark rate for the applicable currency plus, in certain instances, a specified spread adjustment plus a margin (loans with a rate based on this clause (a), “benchmark rate loans”) or (b) for U.S. dollar loans only, the base rate plus a margin (loans with a rate based on this clause (b), “base rate loans”). Because the Company’s borrowings bear interest at a variable rate, the Company is exposed to market risks relating to changes in interest rates. The Company is also exposed to interest rate risk associated with its cash and cash equivalents balances. The Company does not currently use derivative financial instruments in its investment portfolio.
During the first three months of 2025, the variable interest rates applicable to both benchmark rate loans and base rate loans under the Credit Facility generally fluctuated in line with interest rate changes in the marketplace and are expected to continue fluctuating with any future Federal Reserve Board interest rate changes and future changes to the SOFR Index. In addition, increases in interest expense are considered with other expense increases that may be passed, in whole or in part, along to the Company’s customers; however, the Company does not expect increases in interest expenses to materially impact pricing strategy in the near term. The increased interest payments on the Company’s variable-rate debt are not material to the Company’s overall liquidity position and have not impacted, and are not expected to have an impact on, the Company’s ability to make timely payments under the Credit Facility or its other obligations. Furthermore, while interest rates impact management’s evaluation of capital expenditure projects, the overall cash flows required to support the Company’s planned investments have not been materially impacted. Thus, fluctuations in interest rates have not had a material impact on the Company’s financial condition.
The interest rate for the Company’s term loan as of March 31, 2025 was 5.55%, which was a floating rate based on the Term SOFR plus a SOFR adjustment of 0.10%. A hypothetical 100 basis point change in interest rates affecting the Credit Facility would result in a change to the annual interest expense of approximately $4 million, based on outstanding borrowings at March 31, 2025. A hypothetical 100 basis point change in interest rates affecting the Company’s cash and cash equivalents or short-term investments would not have a material impact on the Company’s financial statements. Notwithstanding the Company’s efforts to manage interest rate risk, there can be no assurances that the Company will be adequately protected against the risks associated with interest rate fluctuations.
Foreign Currency Risk
With global operations, the Company has foreign currency risk related to its revenues and expenses denominated in currencies other than the U.S. dollar, primarily the Japanese yen, the euro, the New Taiwan dollar, the Chinese renminbi, the Korean won, the British pound sterling, the Mexican peso and the Singapore dollar. Foreign currency gains (losses) are recorded in net income as transactions occur. Changes in exchange rates may substantially affect, either positively or negatively, the revenues and expenses, as expressed in U.S. dollars, of the Company’s foreign subsidiaries with functional currencies other than the U.S. dollar. Assuming a hypothetical change of 10% in the average foreign currency exchange rate for the three months ended March 31, 2025, the effect on operating income would not be material. The Company is also subject to foreign currency exchange rate risk associated with the translation of local currencies of its foreign subsidiaries into U.S. dollars.
The Company’s results of operations are exposed to foreign currency exchange risk related to intercompany loan and operating balances between subsidiaries that are denominated in currencies other than the U.S. dollar, primarily the euro, Korean won and the Japanese yen. A transaction made in a currency that differs from the local entity’s functional currency is first remeasured at the entity’s functional currency. Subsequent foreign currency exchange rate changes result in foreign currency gains (losses) that are recognized in net income. If the transaction is already denominated in the entity’s functional currency, only the translation to U.S. dollar reporting is necessary. The remeasurement process required by GAAP for such intercompany loan and operating balances will give rise to foreign exchange gains (losses), which could materially impact the Company’s results of operations.
ITEM 4. Controls and Procedures
Evaluation of disclosure controls and procedures
The Company has conducted an evaluation, under the supervision and with the participation of management, including the Company’s principal executive officer and principal financial officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this Quarterly Report of March 31, 2025. Based on this evaluation, the Company’s principal executive officer and principal financial officer concluded that, as of
29
March 31, 2025, the Company’s disclosure controls and procedures were effective such that the information required to be disclosed in the Company’s SEC reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated to the Company’s management, including the Company’s principal executive officer and principal financial officer, as appropriate to allow for timely decisions regarding required disclosure.
Changes in Internal Controls Over Financial Reporting
No changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the quarter ended March 31, 2025, that have materially affected, or that are reasonably likely to materially affect, the Company’s internal control over financial reporting.
30
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings
The Company is, in the ordinary course of business, party to certain claims, litigation, audits and investigations. Discussion of these and other legal matters is incorporated by reference from Part I, Item 1, Note 15, “Commitments and Contingencies,” of this Quarterly Report and should be considered an integral part of Part II, Item 1, “Legal Proceedings.”
ITEM 1A. Risk Factors
See the section titled “Risk Factors” in Part I Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. There have been no material changes to the Company’s risk factors as previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
ITEM 6. Exhibits
| Exhibit No. | Description | |||||||
10.1* | ||||||||
31.1* | ||||||||
31.2* | ||||||||
32.1** | ||||||||
32.2** | ||||||||
| 101* | The following financial information from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, formatted in Inline Extensible Business Reporting Language (iXBRL) includes (i) the Condensed Consolidated Statements of Operations, (ii) the Condensed Consolidated Statements of Comprehensive Income; (iii) the Condensed Consolidated Balance Sheets; (iv) the Condensed Consolidated Statements of Stockholders’ Equity; (v) the Condensed Consolidated Statements of Cash Flows; and (vi) the Notes to Condensed Consolidated Financial Statements. | |||||||
| 104* | Cover Page Interactive Data File (embedded within the iXBRL document). | |||||||
* Filed herewith.
**Furnished herewith. The certifications attached as Exhibits 32.1 and 32.2 to this Quarterly Report are deemed furnished and not filed with the SEC and are not to be incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act, whether made before or after the date of this Quarterly Report, irrespective of any general incorporation language contained in such filing.
31
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| UL Solutions Inc. | ||||||||
Date: May 6, 2025 | ||||||||
| By | /s/ Ryan D. Robinson | |||||||
| Ryan D. Robinson | ||||||||
| Executive Vice President and Chief Financial Officer | ||||||||
| (Duly authorized officer and principal financial officer of the Registrant) | ||||||||
32