UL Solutions (ULS) FY2025 10-K Risk Factors: 4 New, 17 Dropped

What the changes say

International export and import controls now cover countries beyond the United States and may restrict SaaS sales.
Advisory services create explicit impartiality risks for UL’s testing, inspection and certification accreditations.
Sensitive intellectual property and customer information face theft through cyberattacks, espionage, partners and reverse engineering.
Stock-price volatility and securities litigation are newly emphasized, while several standalone AI and cybersecurity risks were removed.

What changed since the prior 10-K

New

NewRisks Related to Our Industry and Business
Also, various countries, in addition to the United States, regulate the import and export of certain technology, including import and export licensing requirements, and have enacted laws that could limit our ability to distribute our SaaS and other technology solutions in those countries
Non-U.S. export controls, import licensing, sanctions and targeted-country changes could delay or prevent international SaaS and technology sales.
NewRisks Related to Our Industry and Business
A conflict of interest or perceived conflict of interest between our testing, inspection or certification services, on the one hand, and our advisory and other services, on the other hand, could adversely impact our accreditations or credentials or our reputation or expose us to legal liability
Advisory work for products or customers also receiving testing, inspection or certification could create conflicts, threaten accreditations, or trigger liability.
NewRisks Related to Our Intellectual Property
In the ordinary course of our business, we maintain sensitive data on our networks, including our intellectual property and confidential or sensitive business information relating to our business and that of our customers and business partners. The secure maintenance of this information is critical to our business
Cyberattacks, espionage, theft, reverse engineering, licensees or partners could compromise UL’s trade secrets and confidential business or customer information.
NewRisks Related to Ownership of Our Class A Common Stock
These broad market and industry factors may increase price volatility or materially reduce the market price of our Class A common stock, regardless of our operating performance. As a result, holders of our Class A common stock may suffer a loss on their investment
Market volatility or stock declines could reduce Class A share value and trigger costly securities litigation that diverts management.

Dropped

DroppedRisks Related to Our Industry and Business
Technological advances in AI may in the future disrupt the TIC industry, which could significantly reduce the demand for our services
AI advances could reduce demand for UL’s testing, inspection and certification services.
DroppedRisks Related to Our Industry and Business
Technological advances in AI may in the future disrupt the S&A portion of the industry, which could significantly reduce the demand for our services or otherwise adversely impact our business or reputation if we are unable to successfully keep pace and navigate this evolving environment
AI disruption, competition and regulation could reduce advisory and other services or harm reputation.
DroppedRisks Related to Our Industry and Business
The success of our business depends, in part, on our ability to develop new proprietary technical solutions, increase the functionality of our current solutions and develop our reputation as a technology leader
DroppedRisks Related to Our Industry and Business
Our business is highly competitive. If we fail to compete successfully, or if we fail to innovate in response to changing customer needs, new technologies or other market requirements, our business, financial condition and results of operations could be adversely affected
Failure to develop proprietary technical solutions and improve existing solutions could weaken demand and market opportunities.
DroppedRisks Related to Our Industry and Business
Additionally, changes in immigration laws and policies have, in certain circumstances, made it more difficult—and may continue to make it more difficult—for us to recruit or relocate highly skilled technical, professional and management personnel to meet our business needs
Competition from TIC and S&A providers, startups and private-equity companies could harm results.
DroppedRisks Related to Our Industry and Business
Through our advisory services, we provide sustainability, quality, risk management and other solutions for our customers’ products and their product development, supply chains and organizations, as well as regulatory market access services
DroppedRisks Related to Conducting Business in China
If we fail to comply with Chinese EHS laws and regulations, we could become subject to fines or penalties or incur costs that could have a material adverse effect on our business
DroppedRisks Related to Information Technology and Our Software
Furthermore, mitigating the risk of such future incidents has resulted, and could in the future result, in additional operating and capital costs in IT systems technology, personnel, monitoring, insurance coverage, lost sales, mitigation, remediation and other investments
DroppedRisks Related to Information Technology and Our Software
We may experience an incident leading to unauthorized access to, disclosure or loss of personal information, including customer data and confidential information, which may result in damage to our brand and reputation, lost sales, legal claims, contractual obligations, and increased insurance costs
DroppedRisks Related to Information Technology and Our Software
We may experience a ransomware incident with a high ransom demand which could impact financial performance, in addition to other risks described above
DroppedRisks Related to Information Technology and Our Software
We may experience a compromise of our systems or data, which could cause a compromise of the environments of our customers or other third parties with which we conduct business, and may result in damage to our brand and reputation, lost sales, legal claims, contractual obligations, and increased insurance costs
DroppedRisks Related to Litigation and Regulation
Regulatory developments concerning the collection, use and storage of data could negatively impact our business
DroppedRisks Related to Litigation and Regulation
Our services sometimes involve handling or disposing of hazardous substances or dangerous materials, and we are subject to environmental requirements and risks which could result in significant costs, liabilities and obligations
Immigration restrictions could hinder recruiting or relocating skilled personnel; diversity initiatives faced scrutiny.
DroppedRisks Related to Our Intellectual Property
Unintended or unauthorized disclosure of trade secrets, source code or other proprietary information could have a material adverse effect on our business
DroppedRisks Related to Our Indebtedness
Our indebtedness may limit our cash flow available to invest in the ongoing needs of our business
DroppedRisks Related to Ownership of Our Class A Common Stock
B common stock would result in such shares becoming freely tradable without compliance with Rule 144 of the Securities Act upon effectiveness of the registration statement
DroppedFinancial, Tax and General Risks
Climate change could adversely affect our business, financial condition and results of operation

Reworded

88% rewrittenRisks Related to Our Industry and Business
A failure to effectively leverage emerging AI technologies in our internal operations and management of our business may adversely impact the efficiency of our operations and our ability to keep pace with our competitors and may expose us to regulatory and other risks
The wording is effectively unchanged, retaining risks that ineffective internal AI adoption could reduce efficiency or increase regulatory and competitive exposure.
Was: A failure to effectively leverage emerging AI technology in our internal operations and management of our business may adversely impact the efficiency of our operations and our ability to keep pace with our competitors and may expose us to regulatory and other risks
63% rewrittenRisks Related to Conducting Business in China
Compliance with China’s new laws, regulations and guidelines relating to data privacy and protection, and any other similar future laws and regulations, could materially affect our business
The risk now specifically highlights China’s cross-border personal-information transfer rules, including security assessments, certification, model contracts and exemptions.
62% rewrittenRisks Related to Our Intellectual Property
Our intellectual property is at risk of being copied, imitated, counterfeited or forged, which could result in costly legal proceedings and damage to our brand, reputation and business
The discussion now emphasizes reliance on foreign-country laws to protect UL’s internationally used trademarks and certification marks.
62% rewrittenRisks Related to Our Industry and Business
Our focus on new growth areas for our business entails risks, including those associated with new relationships, customers, talent needs, capabilities and services
No substantive change; the same expansion, innovation, talent and evolving-legal-standard risks remain.
56% rewrittenRisks Related to Our Industry and Business
We are subject to risks related to sustainability
The discussion now says expectations and regulations are evolving, removes increased scrutiny and adds a duplicated air-quality reference.
Was: We are subject to risks related to sustainability and corporate social responsibility
55% rewrittenRisks Related to Our Indebtedness
An increase in interest rates would increase interest costs on our 2025 Credit Facility and any variable rate debt we incur, which could adversely impact our ability to refinance existing debt or acquire assets
The updated description identifies the 2025 Credit Facility and revises its benchmark-rate and base-rate mechanics after the June 2024 amendment.
Was: An increase in interest rates would increase interest costs on our Credit Facility and any variable rate debt we incur, which could adversely impact our ability to refinance existing debt or acquire assets
53% rewrittenRisks Related to Ownership of Our Class A Common Stock
We may issue shares of preferred stock in the future, which could make it difficult for another company to acquire us or could otherwise adversely affect holders of our Class A common stock, which could depress the price of our Class A common stock
No substantive change; the board’s authority to issue preferred stock with rights superior to Class A shares remains the same.
52% rewrittenRisks Related to Our Industry and Business
We are subject to governmental export and import controls that could impair our ability to compete in international markets or subject us to liability if we violate the controls
The risk is effectively unchanged, retaining U.S. export controls, OFAC sanctions, licensing delays, fines, penalties and possible incarceration.
51% rewrittenRisks Related to Our Industry and Business
We may be adversely affected by global and regional economic and political instability
51% rewrittenRisks Related to Ownership of Our Class A Common Stock
If UL Standards & Engagement sells a controlling interest in us to a third party in a private transaction, investors may not realize any change-of-control premium on shares of our Class A common stock and we may become subject to the control of a presently unknown third party
Was: If UL Standards & Engagement sells a controlling interest in our company to a third party in a private transaction, investors may not realize any change-of-control premium on shares of our Class A common stock and we may become subject to the control of a presently unknown third party
50% rewrittenRisks Related to Our Industry and Business
We are subject to various EHS obligations, and we work with dangerous materials and in dangerous environments that could injure our employees, contractors or visiting third parties, damage our or our customers’ facilities and disrupt our or our customers’ operations
Was: We work with dangerous materials and in dangerous environments that could injure our employees, contractors or visiting customers, damage our or our customers’ facilities and disrupt our or our customers’ operations
50% rewrittenRisks Related to Our Industry and Business
Our profitability could suffer if we are not able to timely and effectively utilize our employees or manage our cost structure
48% rewrittenFinancial, Tax and General Risks
We may incur changes in estimates to our reported revenue, contract assets and contract liabilities related to our contracts with customers. Changes in our estimates could adversely affect our future reported financial condition and results of operations in the relevant period of change
Was: We may incur changes in estimates to our reported revenue, contract assets and contract liabilities related to our contracts with customers. Changes in our estimates could adversely affect our future reported financial condition or results of operations in the relevant period of change
48% rewrittenRisks Related to Our Industry and Business
Public perceptions that the products we use or the services we use and deliver are not environmentally friendly, environmentally safe or ethical could adversely impact the demand for our services and our business, financial condition and results of operations
Was: Public perceptions that the products we use or the services we use and deliver are not environmentally friendly, environmentally safe or ethical could adversely impact the demand for our services and our results of operations
45% rewrittenFinancial, Tax and General Risks
Our business is exposed to fluctuations in foreign currency exchange rates, which could adversely impact our business, financial condition and results of operations
Was: Our business is exposed to fluctuations in foreign currency exchange rates, which could adversely impact our results
42% rewrittenRisks Related to Our Indebtedness
The terms of our 2025 Credit Facility and the indenture governing the notes contain restrictions and limitations on us that could impact our ability to operate our business
Was: The terms of our Credit Facility and the indenture governing the notes contain restrictions and limitations on us and UL LLC that could impact our ability to operate our business
40% rewrittenRisks Related to Our Intellectual Property
We may be subject to intellectual property infringement claims or other allegations, which could result in substantial damages and diversion of our efforts and attention
40% rewrittenRisks Related to Our Industry and Business
Our success depends upon our ability to recruit, train and retain key employees—in particular, our technical personnel—including through the implementation of inclusivity and other human capital initiatives
Was: Our success depends upon our ability to recruit, train and retain key employees—in particular, our technical personnel—including through the implementation of diversity and inclusivity initiatives
38% rewrittenRisks Related to Our Intellectual Property
Any failure to obtain, maintain, adequately protect or enforce our intellectual property and proprietary rights could impair our ability to protect our proprietary technology, the UL Mark and our brand
37% rewrittenRisks Related to Ownership of Our Class A Common Stock
Our Class A common stock price may be volatile or may decline regardless of our operating performance, resulting in substantial losses for investors
34% rewrittenRisks Related to Our Indebtedness
We may not be able to generate sufficient cash to service all of our indebtedness and invest in the ongoing needs of our business and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful
Was: We may not be able to generate sufficient cash to service all of our indebtedness, and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful
32% rewrittenRisks Related to Our Industry and Business
If we are unable to increase capacity at our existing facilities or build new facilities in a timely and cost-effective manner, we may not achieve our expected revenue growth or profitability or such revenue growth and profitability, if any, could be delayed
31% rewrittenRisks Related to Conducting Business in China
Changes in U.S. and Chinese regulations could have a material adverse effect on our business, financial condition, results of operations and our ability to raise capital
Was: Changes in U.S. and Chinese regulations could have a material adverse effect on our business, financial condition, results of operations, our ability to raise capital and the market price of our Class A common stock
29% rewrittenRisks Related to Our Industry and Business
The success of our operations in international markets is highly dependent on the expertise of local management and operating staff, as well as the political, social, legal and economic operating conditions of each country in which we operate
29% rewrittenRisks Related to Conducting Business in China
Foreign exchange restrictions may limit our ability to transfer cash between us and UL-CCIC or our other Chinese subsidiaries, across borders and to U.S. investors and affect the value of our stock
28% rewrittenRisks Related to Our Industry and Business
We are subject to a variety of risks associated with doing business outside the United States
26% rewrittenRisks Related to Ownership of Our Class A Common Stock
We have incurred, and will continue to incur, significant costs as a result of being a public company, and our management is required to devote substantial time to compliance with our public company responsibilities and corporate governance practices
26% rewrittenRisks Related to Litigation and Regulation
We are currently defending certain litigation, and we are likely to be subject to additional litigation in the future
26% rewrittenRisks Related to Third Parties
We are subject to various restrictive covenants that could materially adversely impact our business, financial position and results of operations
Was: We are subject to various restrictive covenants that could materially adversely impact our business, financial position, results of operations and cash flows
25% rewrittenRisks Related to Conducting Business in China
Changes in the economic policies of the government of China could have a significant impact upon the business we may be able to conduct in China and our profitability
25% rewrittenRisks Related to Third Parties
Any unethical conduct by our employees, agents, customers, contractors or partners could result in financial penalties or affect our brand, reputation or image, any of which could have a material adverse effect on our business, financial condition and results of operations
Was: Any unethical conduct by our employees, agents, customers, contractors or partners could result in financial penalties or affect our brand, reputation or image, any of which could have a material adverse impact on our business, financial condition and results of operations
24% rewrittenRisks Related to Ownership of Our Class A Common Stock
Conflicts of interest may arise because certain of our directors hold, or may in the future hold, a management or board position with UL Standards & Engagement or UL Research Institutes
23% rewrittenRisks Related to Information Technology and Our Software
If we use open source software inconsistent with our policies and procedures or the license terms applicable to such software, we could be subject to legal expenses, damages or costly remediation or disruption to our business
22% rewrittenRisks Related to Litigation and Regulation
Changes to the relevant regulatory frameworks could result in a reduction in required inspections, tests or certifications, or harmonized international or cross-industry benchmarks and standards, any of which could lead to the reduction in demand for, or commoditization of, our services
22% rewrittenRisks Related to Information Technology and Our Software
Partial or total destruction of our databases, technology support or technology solutions would have a material adverse effect on our business, financial condition and results of operations
20% rewrittenRisks Related to Litigation and Regulation
Allegations of our failure to properly perform our services may expose us to potential product and other liability claims, recalls, penalties and reputational harm or could otherwise cause a material adverse effect on our business, financial condition and results of operations
Was: Allegations of our failure to properly perform our services may expose us to potential product and other liability claims, recalls, penalties and reputational harm or could otherwise cause a material adverse effect on our business

All 76 risk factors

Headings as the filing states them, in filing order.

Risks Related to Our Industry and Business

01A failure to effectively leverage emerging AI technologies in our internal operations and management of our business may adversely impact the efficiency of our operations and our ability to keep pace with our competitors and may expose us to regulatory and other risks88% rewritten
02We are subject to a variety of risks associated with doing business outside the United States28% rewritten
03We may be adversely affected by global and regional economic and political instability51% rewritten
04Enhanced trade tariffs, import restrictions, export restrictions, regulations or other trade barriers could materially adversely affect our business, financial condition and results of operations
05We are subject to governmental export and import controls that could impair our ability to compete in international markets or subject us to liability if we violate the controls52% rewritten
06Also, various countries, in addition to the United States, regulate the import and export of certain technology, including import and export licensing requirements, and have enacted laws that could limit our ability to distribute our SaaS and other technology solutions in those countriesNew
07The success of our operations in international markets is highly dependent on the expertise of local management and operating staff, as well as the political, social, legal and economic operating conditions of each country in which we operate29% rewritten
08Our senior leadership team is critical to our continued success, and the loss of such personnel could have a material adverse effect on our business, financial condition and results of operations
09Our success depends upon our ability to recruit, train and retain key employees—in particular, our technical personnel—including through the implementation of inclusivity and other human capital initiatives40% rewritten
10Our profitability could suffer if we are not able to timely and effectively utilize our employees or manage our cost structure50% rewritten
11We are subject to various EHS obligations, and we work with dangerous materials and in dangerous environments that could injure our employees, contractors or visiting third parties, damage our or our customers’ facilities and disrupt our or our customers’ operations50% rewritten
12We are subject to risks related to sustainability56% rewritten
13Public perceptions that the products we use or the services we use and deliver are not environmentally friendly, environmentally safe or ethical could adversely impact the demand for our services and our business, financial condition and results of operations48% rewritten
14A conflict of interest or perceived conflict of interest between our testing, inspection or certification services, on the one hand, and our advisory and other services, on the other hand, could adversely impact our accreditations or credentials or our reputation or expose us to legal liabilityNew
15If we are unable to increase capacity at our existing facilities or build new facilities in a timely and cost-effective manner, we may not achieve our expected revenue growth or profitability or such revenue growth and profitability, if any, could be delayed32% rewritten
16Our failure to meet contractual schedule requirements, meet a required performance standard, meet our internal contractual performance projections or otherwise perform adequately on a project could adversely affect our business, financial condition and results of operations
17For certain of our services, we face a long selling cycle to secure new agreements, and securing such agreements often requires significant resource commitments, which result in long lead times before we receive revenues from new relationships
18The growth of our business may be adversely affected if we do not implement our growth strategies and initiatives successfully or if we are unable to manage our growth or operations effectively
19Part of our growth strategy is to pursue strategic transactions, including acquisitions, and we may not be able to find suitable acquisition targets or achieve our desired acquisition objectives
20We operate across a number of industries that have inherent safety risks
21Our reports, certificates, certification marks and name are at risk of being falsified, counterfeited, forged, tampered with or otherwise misused, which could result in costly legal proceedings and damage to our brand and reputation and materially impact our business
22Our earnings and profitability may vary based on the mix of our agreements and may be adversely affected by our failure to accurately estimate and manage costs, time and resources
23Our focus on new growth areas for our business entails risks, including those associated with new relationships, customers, talent needs, capabilities and services62% rewritten

Risks Related to Conducting Business in China

24Changes in U.S. and Chinese regulations could have a material adverse effect on our business, financial condition, results of operations and our ability to raise capital31% rewritten
25If our relationship with CCIC were to be negatively impacted, if we are unable to renew our joint venture with CCIC in the future, or if the joint venture were to be terminated, our business, financial condition and results of operations would be materially adversely affected
26Changes in the economic policies of the government of China could have a significant impact upon the business we may be able to conduct in China and our profitability25% rewritten
27Compliance with China’s new laws, regulations and guidelines relating to data privacy and protection, and any other similar future laws and regulations, could materially affect our business63% rewritten
28Foreign exchange restrictions may limit our ability to transfer cash between us and UL-CCIC or our other Chinese subsidiaries, across borders and to U.S. investors and affect the value of our stock29% rewritten

Risks Related to Information Technology and Our Software

29Partial or total destruction of our databases, technology support or technology solutions would have a material adverse effect on our business, financial condition and results of operations22% rewritten
30If we use open source software inconsistent with our policies and procedures or the license terms applicable to such software, we could be subject to legal expenses, damages or costly remediation or disruption to our business23% rewritten
31Sales and implementation of our software and related services, including our cloud services, are subject to a number of material risks, some of which are beyond our direct control
32We use software vendors and network and cloud providers in our business, and if they cannot deliver or perform as expected or if our relationships with them are terminated or otherwise change, it could have an adverse effect on our business, financial condition and results of operations
33We could lose our access to our data providers, which could negatively impact our software solutions and could have a material adverse effect on our business, financial condition and results of operations
34A failure in the integrity of our data or the systems upon which we rely could harm our brand and result in a loss of sales and an increase in legal claims

Risks Related to Third Parties

35Any unethical conduct by our employees, agents, customers, contractors or partners could result in financial penalties or affect our brand, reputation or image, any of which could have a material adverse effect on our business, financial condition and results of operations25% rewritten
36Our subcontractors, outside laboratories and other third parties with which we do business could take actions that could harm our business
37We are subject to various restrictive covenants that could materially adversely impact our business, financial position and results of operations26% rewritten

Risks Related to Litigation and Regulation

38Allegations of our failure to properly perform our services may expose us to potential product and other liability claims, recalls, penalties and reputational harm or could otherwise cause a material adverse effect on our business, financial condition and results of operations20% rewritten
39Changes to the relevant regulatory frameworks could result in a reduction in required inspections, tests or certifications, or harmonized international or cross-industry benchmarks and standards, any of which could lead to the reduction in demand for, or commoditization of, our services22% rewritten
40Failure to comply with labor and employment laws and regulations to which we are subject could result in penalties or costs that could adversely affect our consolidated results of operations
41Changes in, a significant delay in obtaining, failure to obtain or the withdrawal or revocation of our licenses, approvals, accreditations or other authorizations or delegations of authority would likely have a material adverse effect on our business, financial condition and results of operations
42We are currently defending certain litigation, and we are likely to be subject to additional litigation in the future26% rewritten
43Our engagements may result in professional or other liability

Risks Related to Our Intellectual Property

44Any failure to obtain, maintain, adequately protect or enforce our intellectual property and proprietary rights could impair our ability to protect our proprietary technology, the UL Mark and our brand38% rewritten
45The laws of some foreign countries may not be as protective of intellectual property rights as those in the United States, and mechanisms for enforcement of intellectual property rights may be inadequate
46Our intellectual property is at risk of being copied, imitated, counterfeited or forged, which could result in costly legal proceedings and damage to our brand, reputation and business62% rewritten
47In the ordinary course of our business, we maintain sensitive data on our networks, including our intellectual property and confidential or sensitive business information relating to our business and that of our customers and business partners. The secure maintenance of this information is critical to our businessNew
48We may be subject to intellectual property infringement claims or other allegations, which could result in substantial damages and diversion of our efforts and attention40% rewritten

Risks Related to Our Indebtedness

49We may not be able to generate sufficient cash to service all of our indebtedness and invest in the ongoing needs of our business and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful34% rewritten
50An increase in interest rates would increase interest costs on our 2025 Credit Facility and any variable rate debt we incur, which could adversely impact our ability to refinance existing debt or acquire assets55% rewritten
51The terms of our 2025 Credit Facility and the indenture governing the notes contain restrictions and limitations on us that could impact our ability to operate our business42% rewritten
52We and our subsidiaries may incur substantially more indebtedness, which could further exacerbate the risks associated with our indebtedness
53Rating agency downgrades may increase our cost of capital

Risks Related to Ownership of Our Class A Common Stock

54Our Class A common stock price may be volatile or may decline regardless of our operating performance, resulting in substantial losses for investors37% rewritten
55These broad market and industry factors may increase price volatility or materially reduce the market price of our Class A common stock, regardless of our operating performance. As a result, holders of our Class A common stock may suffer a loss on their investmentNew
56The dual class structure of our common stock may have adversely affected the trading market for our Class A common stock
57We are a “controlled company” within the meaning of the rules of the New York Stock Exchange (“NYSE”) and, as a result, qualify for exemptions from certain corporate governance requirements. Investors do not have the same protections afforded to stockholders of companies that are subject to such requirements
58If UL Standards & Engagement sells a controlling interest in us to a third party in a private transaction, investors may not realize any change-of-control premium on shares of our Class A common stock and we may become subject to the control of a presently unknown third party51% rewritten
59Conflicts of interest may arise because certain of our directors hold, or may in the future hold, a management or board position with UL Standards & Engagement or UL Research Institutes24% rewritten
60Our inability to resolve in a manner favorable to us any potential conflicts or disputes that arise between us and UL Standards & Engagement or UL Research Institutes with respect to our past and ongoing relationships could materially adversely affect our business and prospects
61There can be no assurance that we will continue to declare cash dividends or repurchase our shares at all or in any particular amounts
62Distributions we pay on our Class A common stock may not qualify as dividends for U.S. federal income tax purposes, which could adversely affect the U.S. federal income tax consequences to you of owning our Class A common stock
63We may issue shares of preferred stock in the future, which could make it difficult for another company to acquire us or could otherwise adversely affect holders of our Class A common stock, which could depress the price of our Class A common stock53% rewritten
64We have incurred, and will continue to incur, significant costs as a result of being a public company, and our management is required to devote substantial time to compliance with our public company responsibilities and corporate governance practices26% rewritten
65Anti-takeover provisions in our governing documents and under Delaware law could make an acquisition of our company more difficult, limit attempts by our stockholders to replace or remove our current management and depress the market price of our Class A common stock
66These provisions, as well as anti-takeover provisions in our other governing documents, alone or together, could delay or prevent hostile takeovers and changes in control or changes in our management
67If securities analysts do not continue to publish research or reports about our company, or if they issue unfavorable commentary about us or our industry or downgrade our Class A common stock, the price of our Class A common stock could decline
68If our operating and financial performance in any given period does not meet the guidance that we provide to the public, the market price of our Class A common stock may decline

Financial, Tax and General Risks

69Our insurance may not provide adequate levels of coverage against claims or we may be unable to find insurance with sufficient coverage at a reasonable cost
70Our enterprise risk management program may not sufficiently identify, anticipate and mitigate risks
71We may incur impairment charges on our goodwill and other intangible assets, which could negatively impact our business, financial condition and results of operations
72We may incur changes in estimates to our reported revenue, contract assets and contract liabilities related to our contracts with customers. Changes in our estimates could adversely affect our future reported financial condition and results of operations in the relevant period of change48% rewritten
73Changes with respect to funded status of our pension and postretirement benefit plans could materially increase liabilities with respect thereto
74Unionization efforts and labor regulations in certain countries in which we operate could materially increase our costs or limit our flexibility
75We lease many of our facilities, and we may be unable to renew our leases at the end of their terms
76Our business is exposed to fluctuations in foreign currency exchange rates, which could adversely impact our business, financial condition and results of operations45% rewritten

UL Solutions (ULS) risk factors, FY2025 10-K

What the changes say

What changed since the prior 10-K

All 76 risk factors

Other UL Solutions 10-Ks