UL Solutions Inc. Reports Strong Second Quarter 2025 Results

Second Quarter 2025¹

• Strong revenue growth of 6.3% to $776 million, including 5.5% organic growth
• Net income of $97 million decreased 8.5%, Adjusted Net Income of $110 million increased 17.0%. Net income margin of 12.5% decreased 200 basis points
• Diluted earnings per share of $0.45 decreased 10.0%, Adjusted Diluted Earnings Per Share of $0.52 increased 18.2%
• Adjusted EBITDA of $197 million increased 13.9%, Adjusted EBITDA margin of 25.4% expanded 170 basis points

UL Solutions Inc. (NYSE:ULS), a global safety science leader in independent third-party testing, inspection and certification services and related software and advisory offerings, today reported results for the second quarter ended June 30, 2025.

"Our record second-quarter revenue reflects the resilience and durability of our business model and our strategic positioning in high-growth markets," said President and CEO Jennifer Scanlon. "Our recurring revenue streams, robust cash flow generation and ability to capitalize on megatrends position us well to deliver shareholder value. I'm proud of our employees for once again executing across all segments and regions."

Chief Financial Officer Ryan Robinson said: "Our second quarter results reflect the strength and focus of our strategy and the agility of our teams. We achieved 5.5% organic revenue growth, 13.9% year-over-year Adjusted EBITDA growth, and expanded our margin by 170 basis points to 25.4%, the highest since becoming a public company. Despite uncertainties for our customers globally, our solid results give us confidence to affirm our full-year guidance. Our continued momentum, strong cash flow, and disciplined capital allocation strategy create a solid foundation for sustainable long-term value creation for all of our stakeholders."

Second Quarter 2025 Financial Results

Revenue of $776 million compared to $730 million in the second quarter of 2024, an increase of 6.3%. Organic growth of 5.5% across all segments, led by the Industrial and Consumer segments.

Net income of $97 million compared to $106 million in the second quarter of 2024, a decrease of 8.5%. Net income margin of 12.5% compared to 14.5% in the second quarter of 2024, a decrease of 200 basis points. The margin contraction resulted from a $25 million non-operating gain on divestiture of the Company's payments testing business in May 2024 and increased income tax rate, partially offset by higher revenue and operating leverage.

Adjusted Net Income of $110 million compared to $94 million in the second quarter of 2024, an increase of 17.0%. Adjusted Net Income margin of 14.2% compared to 12.9% in the second quarter of 2024, an increase of 130 basis points.

Diluted earnings per share of $0.45 compared to $0.50 in the second quarter of 2024, a decrease of $0.05. Adjusted Diluted Earnings Per Share of $0.52 compared to $0.44 in the second quarter of 2024, an increase of $0.08.

Adjusted EBITDA of $197 million compared to $173 million in the second quarter of 2024, an increase of 13.9%. Adjusted EBITDA margin of 25.4% compared to 23.7% in the second quarter of 2024, an increase of 170 basis points. The margin expansion resulted from higher revenue and operating leverage, led by the Industrial segment.

Second Quarter 2025 Segment Performance

Industrial Segment Results

Industrial revenue of $338 million compared to $314 million in the second quarter of 2024, an increase of 7.6%, or 7.0% on an organic basis. Operating income of $98 million compared to $85 million in the second quarter of 2024. Operating income margin of 29.0% compared to 27.1% in the second quarter of 2024. Adjusted EBITDA of $117 million compared to $97 million in the second quarter of 2024, an increase of 20.6%. Adjusted EBITDA margin of 34.6% compared to 30.9% in the second quarter of 2024. Revenue gains were driven by price increases, continued demand for energy and automation testing and increased laboratory capacity. Adjusted EBITDA gains and margin improvement were driven primarily by higher revenue and operating leverage.

Consumer Segment Results

Consumer revenue of $340 million compared to $322 million in the second quarter of 2024, an increase of 5.6%, or 4.7% on an organic basis. Operating income of $40 million compared to $38 million in the second quarter of 2024. Operating income margin of 11.8% compared to 11.8% in the second quarter of 2024. Adjusted EBITDA of $65 million compared to $61 million in the second quarter of 2024, an increase of 6.6%. Adjusted EBITDA margin of 19.1% compared to 18.9% in the second quarter of 2024. Revenue gains were driven by consumer technology and retail. Adjusted EBITDA gains were driven primarily by higher revenue and operational efficiency.

Software and Advisory Segment Results

Software and Advisory revenue of $98 million compared to $94 million in the second quarter of 2024, an increase of 4.3%, or 3.2% on an organic basis. Operating income of $1 compared to $3 million in the second quarter of 2024. Operating income margin of 1.0% compared to 3.2% in second quarter of 2024. Adjusted EBITDA of $15 million was flat compared to second quarter of 2024. Adjusted EBITDA margin of 15.3% compared to 16.0% in the second quarter of 2024. Revenue gains were driven by demand for software. Adjusted EBITDA was flat with margin decrease driven by higher employee compensation expense relative to revenue growth.

Liquidity and Capital Resources

For the first six months of 2025, the Company generated $301 million of net cash provided by operating activities, an increase from $244 million for the same period in 2024. Net cash provided by operating activities in the second quarter was a result of higher net income due to business performance.

The Company continues to make strategic capital investments to meet increased demand and drive greater productivity. Capital expenditures were $93 million, a decrease from $113 million for the same period in 2024. Free Cash Flow for the first six months was $208 million, compared to $131 million for the same period in 2024.

The Company paid a dividend of $0.13 per share, or $26 million, during the three months ended June 30, 2025.

As of June 30, 2025, total debt was $612 million, prior to unamortized debt issuance costs, a decrease from December 31, 2024 due to $135 million of net repayments on the Company's term loan and revolving credit facility.

The Company ended the quarter with cash and cash-equivalents of $272 million compared to $298 million at December 31, 2024.

Full-Year 2025 Outlook

The Company is affirming its 2025 outlook:

• Mid single digit constant currency organic revenue growth
• Adjusted EBITDA margin organic improvement to approximately 24%
• Capital expenditures expected to be 7% to 8% of revenue
• Effective tax rate estimated to be approximately 26%
• Continuing to pursue acquisitions and portfolio refinements

The Company's 2025 outlook is based on a number of assumptions that are subject to change and many of which are outside the control of the Company. If actual results vary from these assumptions, the Company's expectations may change. There can be no assurance that the Company will achieve the results expressed by this outlook. In addition, the recent 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. Like many other global businesses, the Company is carefully monitoring the potential impacts.

The Company does not provide guidance for net income margin, the most directly comparable GAAP measure to Adjusted EBITDA margin, and similarly cannot provide a reconciliation between its forecasted Adjusted EBITDA margin and net income margin without unreasonable effort due to the unavailability of reliable estimates for certain components of net income and the respective reconciliations. These forecasted items are not within the Company's control, may vary greatly between periods and could significantly impact future financial results.

Conference Call and Webcast

UL Solutions will host a conference call today at 8:30 am ET to discuss the Company's financial results. The live webcast of the conference call and accompanying presentation materials can be accessed through the UL Solutions Investor Relations website at ir.ul.com. For those unable to access the webcast, the conference call can be accessed by dialing 1-844-825-9789 (domestic) or 1-412-317-5180 (international). An archive of the webcast will be available on the Company's website for 30 days.

About UL Solutions

A global leader in applied safety science, UL Solutions Inc. (NYSE:ULS) transforms safety, security and sustainability challenges into opportunities for customers in more than 110 countries. UL Solutions delivers testing, inspection and certification services, together with software products and advisory offerings, that support our customers' product innovation and business growth. The UL Mark serves as a recognized symbol of trust in our customers' products and reflects an unwavering commitment to advancing our safety mission. We help our customers innovate, launch new products and services, navigate global markets and complex supply chains, and grow sustainably and responsibly into the future. Our science is your advantage.

Investors and others should note that UL Solutions intends to routinely announce material information to investors and the marketplace using SEC filings, press releases, public conference calls, webcasts and the UL Solutions Investor Relations website. We also intend to use certain social media channels as a means of disclosing information about us and our products to consumers, our customers, investors and the public on our X account (@UL_Solutions) and our LinkedIn account (@ULSolutions). The information posted on social media channels is not incorporated by reference in this press release or in any other report or document we file with the SEC. While not all of the information that the Company posts to the UL Solutions Investor Relations website or to social media accounts is of a material nature, some information could be deemed to be material. Accordingly, the Company encourages investors, the media, and others interested in UL Solutions to review the information shared on our Investor Relations website at ir.ul.com and to regularly follow our social media accounts. Users can automatically receive email alerts and information about the Company by subscribing to "Investor Email Alerts" at the bottom of the UL Solutions Investor Relations website at ir.ul.com.

Forward-Looking Statements

This press release 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 press release may be forward-looking statements. These include statements regarding management's objectives for future operations and the Company's plans, business strategy, outlook and future results of operations and financial position. 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 expressed or implied by the forward-looking statements made in this press release, 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 or changes in U.S. trade policy or similar government actions; and global, regional or political instability and geopolitical tensions; risks associated with the Company's operations in China, which subject the Company and UL-CCIC Company Limited, the Company's joint venture with the China Certification & Inspection (Group) Co., Ltd. ("CCIC"), to China's complex and rapidly evolving laws, which may be interpreted, applied or enforced inconsistently or in ways inconsistent with its current operations, as well as risks associated with the fact that the Chinese government has the power to exercise significant oversight and discretion over, and intervene in and influence, its business operations in China; the relationship between the United States and China and between the Company and CCIC, as well as changes in U.S. and Chinese regulations affecting the Company's business operations in China; any failure on the Company's part to attract, hire or retain its key employees, including its senior leadership and its skilled and trained engineering, technical and professional personnel; the level of the Company's customers' satisfaction and any failure on its part to properly and timely perform its services, meet its contractual obligations or fulfil its customers' needs; changes to the relevant regulatory frameworks or private sector requirements, including any requirement that the Company accept third-party test results or certifications of components, end products, processes or systems or any changes that result in a reduction in required inspections, tests or certifications or harmonized international or cross-industry benchmarks and standards; the Company's ability to adequately maintain, protect and enhance its intellectual property, including its registered UL-in-a-circle certification mark and other certification marks; the Company's ability to implement its growth strategies and initiatives successfully; the Company's reliance on third parties, including subcontractors and outside laboratories; the Company's ability to obtain and maintain the requisite licenses, approvals, accreditations and delegations of authority necessary to conduct its business; the outcomes of current and future legal proceedings; the Company's level of indebtedness and future cash needs; failure to generate sufficient cash to service the Company's indebtedness; a change in the assumptions the Company uses to value its goodwill or intangible assets, or the impairment of its goodwill or intangible assets; constraints imposed on the Company's ability to operate its business or make necessary capital investments due to the Company's outstanding indebtedness; the increased expenses and responsibilities associated with being a public company; the significant influence that ULSE Inc., our parent and controlling stockholder, has over the Company, including pursuant to its rights under the Company's amended and restated certificate of incorporation and the Stockholder Agreement with ULSE Inc.; 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 other factors discussed in our filings with the Securities and Exchange Commission (the "SEC"), including those set forth under "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part I, Item 2 of the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 and 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, as well as other factors described from time to time in our 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.

Non-GAAP Financial Measures

In addition to financial measures determined in accordance with accounting principles generally accepted in the United States of America ("GAAP"), this press release includes supplemental non-GAAP financial measures, including the presentation of 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.

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 these measures 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.

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 and Free Cash Flow margin adjust 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 and Free Cash Flow margin are not intended to represent residual cash flow for discretionary expenditures since debt repayment requirements and other non-discretionary expenditures are not deducted. These limitations are best addressed by considering the economic effects of the excluded items independently, and by considering these non-GAAP financial measures in conjunction with net income, operating income, diluted earnings per share and net cash provided by operating activities as calculated in accordance with GAAP.

See additional information below for definitions of these non-GAAP financial measures, and reconciliations to their most directly comparable GAAP measures.

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Media:

Kathy Fieweger

Senior Vice President and Chief Corporate Communications Officer

[email protected]

+1 312-852-5156



Investors:

Yijing Brentano

Vice President, Investor Relations

[email protected]

+1 312-895-9873