UL Solutions Inc.

Securities Litigation Reform Act of 1995. These forward-looking statements may include, among other things, statements about UL Solutions results of operations and estimates and prospects that involve substantial risks, uncertainties, and other factors that could cause actual results to differ in a material way from those expressed or implied in the forward-looking statements. Please see the disclosure statement on slide two of the earnings presentation, as well as the disclaimers in our earnings release concerning forward-looking statements and the risk factors that are described in our annual report on Form 10-K for the year ended December 31st, 2025, and subsequent SEC filings. We undertake no obligation to update any forward-looking statements to reflect events or circumstances off the date hereof except as required by law. Today's presentation also includes references to non-GAAP financial measures. A reconciliation to the most comparable GAAP financial measures can be found in the appendix to the earnings presentation, which is posted on the investment relations section of our website at ul.com. With that, I would like now to turn the call over to Jenny.

Thank you. Good morning, everyone, and thanks for joining us. Let me start off by saying that we had an excellent quarter. We entered 2026 with strong momentum, and the first quarter results confirm the trajectory we saw building throughout last year. We are executing with greater precision, expanding our margin profile, and positioning ourselves to grow with structural megatrends that are propelling our industry's long-term growth. Our resilient business model continues to serve us well as we innovate with our customers while they embrace rapid technological change. Of course, I also want to recognize the incredible team behind these results. Executing consistently at this level across geographies and service lines with a backdrop of ever-changing conditions takes real skill and commitment. Our nearly 15,000 employees have both, and I don't take that for granted. The decisions we have made to refine our portfolio, optimize our cost structure, and allocate capital to growth areas are paying off. Before Ryan walks through the detailed financial results, I'll cover three areas. First, highlights of our first quarter performance. Second, notable achievements in strategic development since we last reported, including the anticipated acquisition of Eurofin's electrical and electronics, or E&E business. And third, some perspective around the macro and geopolitical factors impacting our end markets. Let me start with the quarter. Our results were excellent. We delivered consolidated revenue growth of 7.5% as compared to the prior year period, with organic revenue growth of 5.7%. Adjusted EBITDA grew over 22%, and adjusted EBITDA margin expanded to 320 basis points. Adjusted diluted EPS increased 31.5% year over year. These results exceeded our expectations. Importantly, this performance was not the result of a single factor or a one-time tailwind. It reflects operating efficiency that is increasingly embedded in our business model. The benefits of disciplined expense management, higher utilization across our engineering and lab teams, and the accelerating impact of our previously announced restructuring program. We are moving quickly on durably improving our costs, and it is showing up in our results. Each of our three segments, industrial, consumer, and risk and compliance software, delivered strong organic growth and several hundred basis points of adjusted EBITDA margin expansion in the quarter. Now let me turn to our milestones achieved and strategic actions from the first quarter and in recent weeks. First, in our core business, we granted our first ever global safety certification for a robot operating in a public environment, certifying Simba's Tally, an autonomous shelf scanning robot deployed in retail stores. Tally earned certification to the UL 3300 standard for service robots operating in dynamic spaces where they encounter unpredictable human behavior. As robots expand into grocery stores, airports, hotels, and even homes at scale, we expect the need for rigorous, independent certification will continue to grow, and we are a trusted leader in that space. We also issued the world's first certifications for AI-enabled products under the UL3115 AI Safety Certification Program, awarded to Q-Cells for its data center energy management system and to Omnicom for its smart building platform. Both systems were independently evaluated for robustness, reliability, transparency, and degree of human oversight as their operations become increasingly autonomous. As AI moves into critical infrastructure at scale, independent certification is essential to public trust, and we are positioned as a leader. Next, in keeping with our renewed focus on M&A, last month we announced a definitive agreement to acquire the eurofins electrical and electronics business including the met labs certification mark this carve out is a compelling strategic transaction that we expect to extend our capabilities in key geographies including amia and asia pacific and it will help drive continued growth in the consumer segment by bringing together a global infrastructure of complementary electrical testing and certification services to meet customer needs. We expect it to close in the fourth quarter of 2026, subject to applicable regulatory approvals and customary closing conditions. The standalone business is expected to generate approximately $200 million in revenue for the full year of 2026. The transaction is anticipated to be accretive to adjusted diluted EPS in the first full calendar year after closing. excluding intangible amortization and integration costs. We look forward to welcoming the E&E team when the time comes. These are highly skilled colleagues who share our mission of working for a safer world, and we are excited about what this combination means for our customers and for the long-term growth of UL Solutions. Now, let me offer some perspective on the macro environment and what we are seeing across our end markets. The global backdrop is more complex than it was a year ago, but our business is navigating it well. The leading demand drivers in our business remain durable. Electrification of products, data center build-outs, advanced product development, fire safety and building construction, supply chain compliance software, and the ongoing certification services that support the products carrying the UL mark. We do not view these as cyclical tailwinds. These are structural, and they align directly with our capabilities. The characteristics that make us resilient remain strong. Recurring revenue, global diversification, long-term customer relationships, and a mission-critical role in the product development lifecycle. Based on the strength of our first quarter and our visibility into end markets, we are raising our full year 2026 adjusted EBITDA margin outlook. Now, I'll turn the call over to Ryan for a detailed review of our first quarter results.

Thank you, Jenny, and hello, everyone. I also want to thank all of our team members for delivering a strong start to 2026. The first quarter results reflect the work that has been done to improve our efficiency and earnings quality, and that work is increasingly visible in our numbers. I also want to highlight that Q1 2026 marks the first quarter in which we are reporting under our updated segment structure. As we noted previously, the primary change is the reallocation of certain activities formerly reported in software and advisory into industrial. The remaining software business is now reported as a segment called risk and compliance software. Recast historical financial data is included in our earnings material and should provide a helpful view of the underlying performance and trajectory of each segment. Now let me walk through the quarter in detail. Consolidated revenue of $758 million was up 7.5% over the prior year quarter, including organic revenue growth of 5.7%. The organic revenue growth was led by our industrial segment, supported by solid contributions from consumer and risk and compliance software. Adjusted EBITDA for the quarter was $197 million, an improvement of 22.4% year-over-year, outperforming our expectations. Adjusted EBITDA margin was 26.0%, up 320 basis points from Q1 2025. Adjusted net income increased 33.8% year-over-year, resulting in a 35.1% increase in adjusted diluted earnings per share. Expenses were well controlled in the quarter. The combination of higher revenues, improved productivity and higher utilization, prudent headcount management, and restructuring savings contributed meaningfully to our operating leverage. In Q1, revenue benefited by $13 million, or 1.8%, from FX, and this was offset by higher expenses from FX as local expenses were translated to USD. These changes reduced adjusted EBITDA adjusted EBITDA margin by roughly 40 basis points. Now let me turn to our performance by segment, beginning with industrial. Revenues in industrial were $375 million, up 10.3% in total and 8.2% on an organic basis from the first quarter of 2025. Growth was led by ongoing certification services and certification testing. with particular strength in energy and automation and materials. Adjusted EBITDA for industrial increased 20.6% to $123 million in the quarter. Adjusted EBITDA margin improved 280 basis points to 32.8%, driven by operating leverage from revenue growth and disciplined expense management. Turning to consumer, revenues were $318 million, up 4.6% in total and 3.0% on an organic basis from the first quarter of 2025. Growth in the first quarter was driven by certification testing and ongoing certification services with particular strength in consumer technology, appliances, and HVAC. We noted When we first provided full year 2026 guidance, we expected Q1 to be the most challenging year-over-year comparison period for consumer, given the elevated demand in Q1 2025. In addition, as part of the restructuring program that we announced in November, we exited non-strategic lines of business with lower profitability. These exits reduced consumer organic revenue growth by about 1%. Considering these dynamics, the underlying consumer growth trajectory remains solid. Consumer adjusted EBITDA increased 25.0% to $55 million. Adjusted EBITDA margin improved 280 basis points to 17.3%, driven by operating leverage, higher employee productivity, and expense management, including the headcount reductions from the restructuring plan. Moving to our risk and compliance software segment, Revenues were $65 million, an increase of 6.6% in total and 4.9% organically from the prior year period. This was led by increased demand for supply chain insights for the retail industry. Adjusted EBITDA for risk and compliance software was $19 million in the quarter, up 26.7% year-over-year, with adjusted EBITDA margin expanding 460 basis points to 29.2%. This improvement was primarily driven by operating leverage and higher employee productivity. I want to note that our risk and compliance software segment will look different beginning in Q2, as we completed the divestiture of our EHS software business on April 1st. EHS software contributed revenue and profitability to Q1 results, and its absence will affect year-over-year comparisons and margin profiles of this segment going forward. We will provide further context when we discuss our outlook. Turning to cash generation in the balance sheet, for the trailing 12 months ended March 31, 2026, we generated $665 million of cash from operating activities and $450 million of free cash flow. During the first quarter, capital expenditures were higher year-over-year consistent with the commentary we provided on our Q4 2025 earnings call regarding the timing of certain investments from the back end of last year. Our balance sheet remains strong, supported by our investment grade credit ratings, including Moody's recent upgrade of our rating to BAA2. This provides efficient access to capital to fund both organic investment and strategic M&A. This includes the financing of the E&E acquisition, which we expect to fund through a combination of portfolio management activities, cash on hand, and available capacity under our credit facility. Approximately 45% of the purchase price is anticipated to be funded through our portfolio management activities. This includes the sale of the EHS software business. In addition, just last week, we signed a definitive agreement to sell our shares in DQS Holdings GMBH for approximately 105 million euros in cash. We expect the sale to close in the second half of 2025, excuse me, 2026, subject to the receipt of applicable regulatory approvals and satisfaction of closing conditions. The sequencing of our portfolio management actions reflects our deliberate strategy to sharpen our focus on TIC and risk and compliance software. while redeploying capital into businesses that extend our core capabilities and global reach. Now turning to our 2026 full-year outlook. While the macro environment is more complex today than when we set our original guidance, we have remained focused on our customers, our execution has been strong, and our performance has been largely unaffected to date. These reasons, among others, have strengthened, have allowed us to strengthen our adjusted EBITDA margin guidance. We continue to expect 2026 consolidated organic revenue growth to be in the mid single digit range versus full year 2025, anticipating contributions from all three segments. As a reminder, the EHS software businesses accounted for approximately $56 million of 2025 revenue and had margins roughly similar to our consolidated margins. The revenue impact of the EHS software divestiture which was pretty similar each quarter last year, will be reflected in the acquisition and divestiture proportion of our revenue change starting in Q2, and we do not expect it to affect our organic revenue growth rate. At this time, the forward FX forecasts imply an approximately 1% tailwind on revenue growth for the year, and we would anticipate that to be offset with an expense increase from FX. Based on our strong performance in Q1 and the above considerations, we are strengthening our expectation for 2026 adjusted EBITDA margin to be approximately 27.0%, assuming current forward FX rates that I just mentioned. This margin outlook reflects progress on our continued improvement in productivity and restructuring efforts. Q1 was outstanding, and we expect to continue to improve margins. Our capital expenditure outlook for 2026 remains a range of approximately 7% to 8% of revenue. Our current tax rate expectation for the year is approximately 26%. We now expect our remaining expenses related to the previously announced restructuring program to be approximately $3 million as compared to the $5 to $10 million previously communicated. We anticipate achieving the expense reduction targets we previously communicated. Overall, we are pleased with the start to the year and we believe that we are well positioned to deliver on our objectives while continuing to invest in long-term growth. Now, let me turn the call back to Jenny for closing remarks.

Thanks, Ryan. For this quarter's highlights on interesting things going on here at UL Solutions, I want to talk about some great events that have been taking place. UL Solutions continues to host data center infrastructure summits, a series of in-person and virtual events that bring together key stakeholders to align on critical issues surrounding these globally proliferating facilities. Our events began last September at our Northbrook campus and have been a huge hit with our customers and other interested parties around the world. In the first quarter, we hosted our third event in Silicon Valley. This one alone drew more than 150 attendees from 41 different companies. These well-received events really underscore the importance of data center infrastructure and how our customers are looking to us for leadership and help in navigating the complex data center landscape. To close, we are proud of our Q1 results, and we remain dedicated to carrying out our focus strategy on behalf of our customers, our employees, and our shareholders. With that, let's open the line for questions.

Thank you. Ladies and gentlemen, we will now be conducting the question and answer session. Please note, for participants making use of speaker equipment, it may be necessary to pick up a handset before pressing the star keys. If you'd like to ask a question, please key in star and then one on your telephone keypad. The confirmation turn will indicate that the line is in the question queue. You may key in star and then two to leave the question queue. We request that you limit yourself to one question, and if time allows, you're welcome to rejoin the question queue for follow-up questions. Our first question comes from Andrew Nicholas of William Blair. Please go ahead.

Hi, guys. Good morning. This is Daniel on for Andrew this morning. Thanks for taking my question. Just curious if you're seeing any notable changes in customer behavior yet that's attributable to the conflict you're on. And then should we think about that as similar to how the tariff narrative has played out, or is it more of a blanket pressure that can't be resolved by changing factory locations?

Thanks, Daniel. And we appreciate the question and certainly it's an area of the world that everybody's paying attention to. But for us, our demand drivers in the Middle East are a very small portion of our EMEA. And what we're seeing on customer behaviors, you know, continues to be what I would term a normal reaction to the uncertainty that they're facing, but no material effect on our business at this point. Of course, we're paying very close attention to the safety of our employees in the region.

Thank you. The next question comes from Andrew Whitman.

Hold on. I think there was a second part to that question, Daniel. I just want to make sure we got it all.

Yeah, it was just how that compares to the tariff impact and whether it would be sort of a similar. by reshoring operations.

Yeah, I think in this situation, again, with regard to comparing it to tariffs, as I always say, our customers just continue to make ongoing decisions that are the smart, right answers for their business around where they want to conduct their research and development and where they want to manufacture and how their supply chains all fit together. So we're not, again, seeing anything We're seeing just normal, logical decision-making out of customers, and we're positioned to follow them wherever they go. But again, the Middle East for us is a very, very small portion of our customer base and our revenue.

Very helpful. Thanks.

The next question comes from Andrew Whitman of Baird. Please go ahead.

Yeah, great. Thank you very much for taking my question this morning. Good morning, everyone. So I guess the question that I wanted to ask about was about the AI adoption, the UL 3300 standard. I'm glad you brought it up, Jenny, because I think this should be an opportunity for the company. And just given that this is a new standard and kind of rolled out there and it's important, I just was hoping you could give us a little bit more context about where the standard sits relative to the innovation curve of the industry against competitive standards that might be being made other places. I want to get a sense of how well bought into the industries that are making robotics are into this standard versus other things. What maybe industry organizations have signed up to use this one as a standard. Just kind of the competitive positioning overall for this. And anything you can give us about your outlook in terms of what this means financially over the next couple of years would obviously be helpful as well. Thank you.

Yeah, thanks, Andrew. It's a fun topic and it's certainly an interesting topic. And actually what it highlights, and I'm going to geek out for a second here, is the confluence of the UL 3300, which is, you know, robotics and safety of robotics in areas where there's a lot of human interaction. And UL 3115, which is really the transparency and the bias and the use of AI when it gets embedded in products. And it's just a perfect example of the confluence of technologies and the complexity that our customers are looking to us to help them, you know, address and solve. So certainly, specifically on robotics, you know, what we're seeing is, you know, service robotics, that sector, has had steady growth, and it is becoming more complicated, raising the bar for that safety and that reliability. So we are, and in particular our consumer sector, working very closely with a series of customers. This will continue to play out in that space, and it also brings together other service elements that we at UL provide, you know, such as our EMC wireless safety or cybersecurity safety and, of course, just embedded software and functional safety of these products. So it's always hard to point to one trend to say this is how that affects, you know, growth and opportunity, but certainly it's the perfect example of the type of digitalization and megatrends that we've been pointing to.

Thank you.

The next question comes from Ryan Rivera of Bank of America. Please go ahead.

Hi, good morning, and thanks for taking my question. I was just wondering, on the software business, post the EHS divestiture and the move of advisory into industrial, how should we think about the underlying run rate growth of the remaining compliance and risk business?

Yeah, I would say overall, we're excited about risk and compliance software when we

focus and being more transparent about the underlying economics of the software business will be helpful for people. The portion that we divested is slightly slower growing than the remainder of the portfolio. So all things considered, it should mix up a bit more. We don't give specific segment level revenue guidance, but we would anticipate continued growth in that segment.

Thank you.

The next question comes from Seth Weber of BNP Paribas. Please go ahead.

Good morning, and thank you for taking the question. Brian, I wanted to ask about the strength in the free cash flow in the quarter, unusually strong here. Anything that you'd call out, attribute the strength to, and just maybe bigger picture your view towards you know, larger M&A, your appetite to do a bigger deal, and kind of thoughts around leverage. Thank you.

So, first of all, we're pleased with our continued growth in cash flow from operations and free cash flow. I think it's more appropriate to look at it on a longer-term basis and we quote some trailing 12-month figures. In the first quarter, we did have particularly strong cash flow from operations. That was driven by our increases in net income margin, but also we had some working capital items like accounts payable growth that can occur in a short period of time like one quarter. So we're pleased with the continued growth in free cash flow, particularly over a longer time period. So we're pleased to be able to fund the Eurofins E&E acquisition relatively easily. portfolio management activities, cash on hand, and a modest draw on our existing credit facility. We do continue to be very well capitalized and have capacity to do more. It is important for us to maintain a robust capital structure, and we're targeting continuing of metrics that are consistent with investment grade credit ratings, but that leaves us a lot of flexibility and capacity to do other things.

Okay. Thank you. Thank you.

Thanks, Bob. Our next question comes from Seth Haas of Wells Fargo. Please go ahead.

Hi. Good morning, guys. This is for Jason Haas. You guys had previously talked about seeing more EBITDA margin improvement to occur in the second half of 26. Is that still the expectation, or have you seen some of the restructuring initiative improvements been pulled forward into 1Q given the outperformance? Thank you.

Yeah.

We increase margin comparisons as we progress into the year, and I would expect it to be relatively smooth for the remainder of the year. We continue to make progress on some of the restructuring initiatives that we discussed. We're not through with those.

So we expect those to continue to provide some additional benefits.

Sorry, I wasn't sure if I'd lost you there. The line had faded away. Thank you very much. The next question comes from George Tong of Goldman Sachs. Please go ahead.

Hi, everyone. This is Anna for George. My question is, we're actually hearing a lot about manufacturing capacity moves back to the US and government budget increases for US manufacturing. Along the trend, are you seeing any higher utilization rate of industrial TSE services driven by U.S.

specific regulatory regulations? Thank you.

Deanna, the second half of your question cut out, but I think we got it. But can you just repeat after you said, are we seeing anything affecting industrial and then

Yeah, so just would the unshoring trends also impact your consumer segment demand as well from the in-market perspective?

Thank you. I think what we're seeing continues to be consistent. We're not seeing a dramatic shift on reshoring to the United States, but certainly there's movement. There's movement all over the world. The places where we're seeing the most movement is across Asia. And again, this is just, we're able to track where our ongoing certification services are performed. So the areas that we're seeing, you know, the greatest increase, but remember off of a low base are areas like Southeast Asia, Vietnam, India, Malaysia, Indonesia, as well as some mild slope increase off of a large base in the United States and a mild slope increase off of a large base in China. So as far as affecting our two businesses, we test wherever our customers need us to test, and we will perform ongoing certification services wherever they need it.

Thank you.

The next question comes from Stephanie Moore of Jefferies. Please go ahead.

Hi, good morning. Thank you, everybody. I wanted to touch on the margin performance in the quarter just to make sure I'm understanding this correctly. So obviously very strong performance to start the year. Just a note, this is with 40 basis points of FX headlines. I just want to confirm that the actual underlying performance was actually better. So as you think about just the margin expectations for as we progress through the year. Maybe just talk about your level of confidence just given the momentum in the first quarter and really the decision to still raise your guidance and maybe opportunity for additional upside as the year progresses. Thanks.

Thank you very much for the question, Stephanie.

And I'll start with FX just mechanically and then go more deeply into the fundamentals. So yes, you're correct. The first quarter revenue increased by about 1.8% due to translation of non-U.S. revenue into U.S. dollars, but also expenses that are non-U.S. dollar denominated translated in grew. So it had an offsetting effect in our earnings, but because revenue went up, it reduced our reported adjusted EBITDA margin by about 40 basis points. The comment we made in Outlook is FX can be volatile, But the current rates would estimate a similar effect, but about 1% and have that 1% offset. So some margin headwind as a result to FX going forward. In regard to the underlying, we're pleased with the performance in the quarter, and it's one quarter. So that allowed us to raise the range from 26.5% to 27.0%. And we're pleased with the progress, and we'll continue to monitor it through the year. We did have some changes. We're divesting that EHS software business. That started April 1. We're having a more fulsome impact of some revenue that we're exiting. As a reminder, with our restructure initiative, we're stepping out of some service lines that collectively have about 1% revenue impact. And we'll continue to monitor the business as we go forward. But we're pleased with the progress so far. And that collectively, one quarter in, gave us confidence to at least raise the bottom end of the range.

And let me just add, I want to give a shout out to our 15,000 employees around the world. I'm really pleased with the ways in which they're embracing opportunities to improve productivity, the right use of tools and process improvements. And I'm also really pleased with the way that we've approached our cost discipline. So, it put us in a position to move guidance upward.

Thank you. The next question comes from Josh Chen of UBS. Please go ahead.

Hi. Good morning, Jenny and Ryan. Congrats on the quarter. I was wondering about the growth rate in Q1. I guess you were lapping some tougher compares in at least consumer. So Q1 was supposed to be the lowest growth quarter of the year. Do you think that will still be the case? So how are you thinking about sort of the performance in growth after the strong Q1? Thank you.

Yeah, you know, there's a lot of... Nice things that we saw in growth in Q1 and as we look forward, we continue to believe that the trends that we've seen will be consistent. If you look at our industrial growth, you know, as Ryan mentioned, our power and automation opportunities continue and that hits both ongoing certification and certification testing. In consumer, you know, we were certainly pressured by exits of certain typically non-certification testing growth. But again, these were areas that were non-strategic and lower margin for us. So that will continue to suppress consumer growth year on year as we exit those businesses. And then in risk and compliance software, you know, as Ryan indicated, exit of EHS, while it was a nice margin contributor, was on the lower growth side of risk and compliance software. So we're not seeing, you know, really any, you know, as we look at our outlook, it's grounded in fundamentals, and we're very confident in our mid-single-digit guidance here.

The next question comes from Arthur Truslove, Arthur City.

Please go ahead.

Good morning, Jenny. Good morning, Ryan. Thanks very much for taking my question. The first question I had was just around the margin development. So essentially you've managed to grow revenue organically by $40 million, organic expenses up by just $40 or sorry, down by three. I was just wondering if you could sort of explain how you've had so little cost pressure in there. So I guess, you know, with that in mind, it'd be interesting to know what proportion of the organic revenue growth was pricing versus volume and ultimately how you managed to grow revenue so much, you know, with so little cost. incremental cost pressure. Thank you.

Yeah, I'll start, and then I'll let Ryan comment on pricing and volume. But really, when you look at the approach and the messages that we've been delivering, we do see operating leverage off of a stable cost base and continue to have opportunities to better use capacity. and have our teams focus on productivity based on you know the tools and processes that they continue to use and to improve we did see the restructuring begin to flow through so that has certainly been beneficial and then we've been very focused on you know the value that we provide our customers and increasing the billable utilization both of our our lab teams as well as our engineers and What's exciting about that is that's the technical leadership that our customers want. And so making sure that we're getting the value from that technical leadership is really important. So I would say those are the, you know, kind of the headlines on where we're focused on this margin expansion. And then Brian can talk about price and volume.

Yeah, thank you for the question, Arthur. So as we said that we report four revenue categories, the two that are most amenable to looking at price and volume are certification testing and non-certification testing and other services. So together, those grew 7.1%. And in the first quarter, more of that growth was actually from volume than price. And we're encouraged by that. We believe volume growth reflects just real underlying demand for new products. We're expanding in new geographies. and there is healthy new activity regarding product introduction. Pricing remains constructive, and the cost of our services is just a small fraction of the total product development costs for manufacturers. We also had growth of 8.2% in ongoing certification services, and in that case, there were meaningful contributions from both price and volume.

Brilliant. Thank you very much. Does that conclude your questions, Arthur? Thank you.

Thank you. Ladies and gentlemen, with no further questions in the question queue, we have reached the end of the question and answer session. I will now hand back to Jenny Scullin for closing remarks.

Thank you, everyone, for joining us today. We, as always, appreciate your support, and we look forward to updating you on our progress next quarter.

Thank you. Ladies and gentlemen, that concludes today's event. Thank you for attending, and you may now disconnect your line.