[10-Q] UL Solutions Inc. Quarterly Earnings Report

Rhea-AI Filing Summary

UL Solutions (ULS) reported solid Q3 results. Revenue rose to $783 million from $731 million, and operating income increased to $156 million from $130 million, lifting operating margin to 19.9%. Diluted EPS was $0.49, up from $0.44. Growth was broad-based, led by Industrial and Consumer services, with contributions from Certification Testing, Ongoing Certification Services, and Non‑certification Testing.

For the first nine months, revenue reached $2,264 million and operating income $404 million. Cash from operations was strong at $456 million, while total debt declined to $547 million from $747 million at year‑end. The effective tax rate increased to 27.4% in Q3, reflecting Pillar Two impacts.

Balance sheet and strategic moves: the company entered a new $1.0 billion five‑year revolving credit facility and drew $291 million to refinance its 2022 facility. It announced a restructuring plan with expected pre‑tax charges of $42–$47 million to streamline operations and exit select lines. The pension plan will freeze accruals effective December 31, 2025, reducing obligations by $12 million. A quarterly dividend of $0.13 per share was paid.

Insights

Equity Research Analyst

Q3 growth with margin expansion; new revolver and restructuring.

UL Solutions delivered Q3 revenue of $783 million and operating income of $156 million, reflecting broad-based demand across Industrial, Consumer, and Software & Advisory. Mix and disciplined costs improved operating margin to 19.9%, while diluted EPS rose to $0.49.

Liquidity actions included a new $1.0 billion multi‑currency revolver and a $291 million initial draw to refinance the 2022 facility. Operating cash flow of $456 million year‑to‑date supports capex of $139 million and dividends. The effective tax rate increased due to Pillar Two, tempering net income conversion.

The announced restructuring carries expected pre‑tax charges of $42–$47 million and aims to exit non‑strategic lines; expense recognition is expected mostly in Q4 2025. Segment data show Industrial leading growth, with Consumer and Software & Advisory also improving. Subsequent filings may detail realized cost savings and pacing of charges.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

 x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

OR

 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from  ________ to _________

Commission file number 001-42012

UL Solutions Inc.

(Exact name of registrant as specified in its charter)

Delaware

27-0913800

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

333 Pfingsten Road Northbrook, Illinois 60062

(Address of Principal Executive Offices and zip code)

(847) 272-8800

Registrant’s telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Class A Common Stock, par value $0.001 per share			ULS			New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     Yes  x    No  o 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer			o			Accelerated filer			o
Non-accelerated filer			x			Smaller reporting company			o
						Emerging growth company			o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).     Yes  o    No  x

The registrant had outstanding 62,753,870 shares of Class A common stock, par value $0.001 per share, and 138,130,000 shares of Class B common stock, par value $0.001 per share, as of October 24, 2025.

UL Solutions Inc.

Table of Contents

			Page
PART I. FINANCIAL INFORMATION			2
ITEM 1. Condensed Consolidated Financial Statements (Unaudited)			2
Condensed Consolidated Statements of Operations			2
Condensed Consolidated Statements of Comprehensive Income			3
Condensed Consolidated Balance Sheets			4
Condensed Consolidated Statements of Stockholders’ Equity			5
Condensed Consolidated Statements of Cash Flows			6
Notes to the Condensed Consolidated Financial Statements			7
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			17
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk			36
ITEM 4. Controls and Procedures			37
PART II. OTHER INFORMATION			38
ITEM 1. Legal Proceedings			38
ITEM 1A. Risk Factors			38
ITEM 5. Other Information			38
ITEM 6. Exhibits			38
SIGNATURE			40

PART I. FINANCIAL INFORMATION

ITEM 1. Condensed Consolidated Financial Statements (Unaudited)

Condensed Consolidated Statements of Operations

UL Solutions Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

			Three Months Ended September 30,												Nine Months Ended September 30,
(in millions, except per share data)			2025						2024						2025						2024
Revenue			$	783					$	731					$	2,264					$	2,131
Cost of revenue			389						373						1,146						1,088
Selling, general and administrative expenses			238						228						714						696
Operating income			156						130						404						347
Interest expense			(10)						(14)						(32)						(42)
Other (expense) income, net			—						—						(7)						18
Income before income taxes			146						116						365						323
Income tax expense			40						22						91						63
Net income			106						94						274						260
Less: net income attributable to non-controlling interests			6						6						16						15
Net income attributable to stockholders of UL Solutions			$	100					$	88					$	258					$	245
Earnings per common share:
Basic			$	0.50					$	0.44					$	1.28					$	1.23
Diluted			$	0.49					$	0.44					$	1.27					$	1.22
Weighted average common shares outstanding:
Basic			201						200						201						200
Diluted			203						202						203						201

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements

2

UL Solutions Inc.

Condensed Consolidated Statements of Comprehensive Income

(Unaudited)

Condensed Consolidated Statements of Comprehensive Income

			Three Months Ended September 30,												Nine Months Ended September 30,
(in millions)			2025						2024						2025						2024
Net income			$	106					$	94					$	274					$	260
Other comprehensive income, net of tax:
Pension and postretirement benefit plans, net of tax of $6, $0, $6 and $0			19						1						18						2
Foreign currency translation (loss) gain			(5)						31						48						5
Total other comprehensive income			14						32						66						7
Comprehensive income			120						126						340						267
Less: comprehensive income attributable to non-controlling interests			7						7						17						15
Comprehensive income attributable to stockholders of UL Solutions			$	113					$	119					$	323					$	252

    

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements

3

UL Solutions Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

Condensed Consolidated Balance Sheets

(in millions, except share and per share data)			September 30, 2025						December 31, 2024
Assets
Current assets:
Cash and cash equivalents			$	255					$	298
Accounts receivable, net of allowance of $13 and $9			386						380
Contract assets, net of allowance of $2 and $1			237						182
Other current assets			117						61
Total current assets			995						921
Property, plant and equipment, net of accumulated depreciation of $869 and $772			663						631
Goodwill			655						633
Intangible assets, net of accumulated amortization of $253 and $239			52						58
Operating lease right-of-use assets			184						186
Deferred income taxes			99						108
Capitalized software, net of accumulated amortization of $475 and $427			111						127
Other assets			139						136
Total Assets			$	2,898					$	2,800
Liabilities and Stockholders’ Equity
Current liabilities:
Current portion of long-term debt			$	—					$	50
Accounts payable			151						182
Accrued compensation and benefits			254						254
Operating lease liabilities - current			42						38
Contract liabilities			255						162
Other current liabilities			47						54
Total current liabilities			749						740
Long-term debt			544						692
Pension and postretirement benefit plans			146						196
Operating lease liabilities			150						155
Other liabilities			89						86
Total Liabilities			1,678						1,869
Commitments and contingencies (Note 15)
Stockholders’ equity:
Class A common stock, $0.001 per share, 62,753,178 and 62,044,493 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively			—						—
Class B common stock, $0.001 per share, 138,130,000 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively			—						—
Additional paid-in capital			866						821
Retained earnings			429						250
Accumulated other comprehensive loss			(102)						(167)
Total stockholders’ equity before non-controlling interests			1,193						904
Non-controlling interests			27						27
Total Stockholders’ Equity			1,220						931
Total Liabilities and Stockholders’ Equity			$	2,898					$	2,800

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements

4

UL Solutions Inc.

Condensed Consolidated Statements of Stockholders’ Equity

(Unaudited)

Condensed Consolidated Statements of Stockholders’ Equity

(in millions, except per share data)			Common Stock						Additional Paid-in Capital						Retained Earnings						Accumulated Other Comprehensive Loss						Non-controlling Interests						Total
Balance at June 30, 2025			$	—					$	852					$	356					$	(115)					$	20					$	1,113
Net income			—						—						100						—						6						106
Other comprehensive income, net of tax			—						—						—						13						1						14
Stock-based compensation			—						14						—						—						—						14
Dividend to stockholders of UL Solutions ($0.13 per share)			—						—						(27)						—						—						(27)
Balance at September 30, 2025			$	—					$	866					$	429					$	(102)					$	27					$	1,220
Balance at December 31, 2024			$	—					$	821					$	250					$	(167)					$	27					$	931
Net income			—						—						258						—						16						274
Other comprehensive income, net of tax			—						—						—						65						1						66
Stock-based compensation			—						45						—						—						—						45
Dividends to stockholders of UL Solutions ($0.39 per share)			—						—						(79)						—						—						(79)
Dividend to non-controlling interest			—						—						—						—						(17)						(17)
Balance at September 30, 2025			$	—					$	866					$	429					$	(102)					$	27					$	1,220
Balance at June 30, 2024			$	—					$	808					$	131					$	(170)					$	17					$	786
Net income			—						—						88						—						6						94
Other comprehensive income, net of tax			—						—						—						31						1						32
Stock-based compensation			—						9						—						—						—						9
Dividend to stockholders of UL Solutions ($0.125 per share)			—						—						(25)						—						—						(25)
Balance at September 30, 2024			$	—					$	817					$	194					$	(139)					$	24					$	896
Balance at December 31, 2023			$	—					$	776					$	24					$	(146)					$	24					$	678
Net income			—						—						245						—						15						260
Other comprehensive income, net of tax			—						—						—						7						—						7
Stock-based compensation			—						41						—						—						—						41
Dividends to stockholders of UL Solutions ($0.375 per share)			—						—						(75)						—						—						(75)
Dividend to non-controlling interest			—						—						—						—						(15)						(15)
Balance at September 30, 2024			$	—					$	817					$	194					$	(139)					$	24					$	896

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements

5

UL Solutions Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

Condensed Consolidated Statements of Cash Flows

			Nine Months Ended September 30,
(in millions)			2025						2024
Operating activities
Net income			$	274					$	260
Adjustments to reconcile net income to net cash flows provided by operating activities:
Depreciation and amortization			137						125
Gain on divestiture			—						(24)
Stock-based compensation			36						16
Losses on foreign exchange transactions			7						5
Deferred income taxes			5						(11)
Other, net			18						12
Changes in assets and liabilities, excluding the effects of acquisitions and divestitures:
Accounts receivable			4						4
Contract and other assets			(62)						(36)
Accounts payable			(23)						(19)
Accrued expenses			8						(27)
Pension and postretirement benefit plans			(33)						(8)
Contract and other liabilities			85						97
Net cash flows provided by operating activities			456						394
Investing activities
Capital expenditures			(139)						(179)
Acquisitions, net of cash acquired			(1)						(26)
Proceeds from divestiture			—						30
Purchases of investments			(58)						—
Sales of investments			15						—
Net cash flows used in investing activities			(183)						(175)
Financing activities
Proceeds from long-term debt			284						108
Repayments of long-term debt			(484)						(218)
Dividends to stockholders of UL Solutions			(78)						(75)
Dividends to non-controlling interest			(17)						(15)
Employee taxes paid on settlement of stock-based compensation			(14)						—
Other financing activities, net			(5)						(2)
Net cash flows used in financing activities			(314)						(202)
Effect of exchange rate changes on cash and cash equivalents			(2)						(5)
Net decrease in cash and cash equivalents			(43)						12
Cash and cash equivalents
Beginning of period			298						315
End of period			$	255					$	327
Supplemental disclosures of cash flow information
Cash paid during the period for interest			$	26					$	39
Cash paid during the period for income taxes			69						56
Cash paid during the period for stock-based compensation			2						18
Noncash investing and financing activities
Capital expenditures funded by liabilities			$	33					$	28
Conversion of stock-based compensation awards to equity			25						26

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements

6

UL Solutions Inc.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Notes to the Condensed Consolidated Financial Statements

1. Significant Accounting Policies

Description of Business

UL Solutions Inc. is a global safety science leader that provides independent third-party testing, inspection and certification services and related software and advisory offerings. Underwriters Laboratories Inc. (“UL Research Institutes”) is the sole member of ULSE Inc. (“UL Standards & Engagement”), which controls the majority of the voting power of the Company’s common stock.

References to “UL Solutions” and the “Company” refer to UL Solutions Inc. and its consolidated subsidiaries as a whole, unless the context otherwise requires.

Basis of Presentation

The condensed consolidated financial statements are unaudited and have been prepared in accordance with applicable rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been omitted. The condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2024 included in the Company’s Annual Report on Form 10-K. It is management’s opinion that these financial statements include all normal and recurring adjustments necessary for a fair statement of the Company’s results of operations, financial position and cash flows. Results of operations for any interim period are not necessarily indicative of future or annual results.

Recently Issued Accounting Standards – Not Adopted

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which provides qualitative and quantitative updates to the rate reconciliation and income taxes paid disclosures, among others, in order to enhance the transparency of income tax disclosures, including consistent categories and greater disaggregation of information in the rate reconciliation and disaggregation by jurisdiction of income taxes paid. The amendments in ASU 2023-09 are effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The amendments will be applied prospectively. The ASU will result in additional income tax disclosures within the Company’s financial statements but is not expected to impact the Company’s financial condition, results of operations or cash flows.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures, which is intended to improve disclosures about a public business entity’s expenses and provide more detailed information to investors about the types of expenses in commonly presented expense captions. The amendments in ASU 2024-03 are effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, on either a prospective or retrospective basis, with early adoption permitted. The Company is currently evaluating the impact this ASU may have on its consolidated financial statements.

In September 2025, the FASB issued ASU No. 2025-06, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The amendments are intended to modernize the recognition and capitalization framework to reflect current software development practices, including iterative and agile methodologies, by removing references to “development stages” and clarifying the threshold to begin capitalizing costs. The amendments in ASU 2025-06 are effective for fiscal years beginning after December 15, 2027, and interim periods within those annual reporting periods, on either a prospective, modified transition or retrospective basis, with early adoption permitted. The Company is currently evaluating the impact this ASU may have on its consolidated financial statements.

7

2. Earnings Per Share

Basic and diluted earnings per share were calculated as follows:

			Three Months Ended September 30,												Nine Months Ended September 30,
(in millions, except per share data)			2025						2024						2025						2024
Net income attributable to stockholders of UL Solutions			$	100					$	88					$	258					$	245
Basic weighted average common shares outstanding			201						200						201						200
Effect of dilutive securities			2						2						2						1
Diluted weighted average common shares outstanding			203						202						203						201
Basic earnings per share attributable to stockholders of UL Solutions			$	0.50					$	0.44					$	1.28					$	1.23
Diluted earnings per share attributable to stockholders of UL Solutions			$	0.49					$	0.44					$	1.27					$	1.22

3. Revenue

The table below summarizes the major service categories from which the Company derives its revenues:

			Three Months Ended September 30,												Nine Months Ended September 30,
(in millions)			2025						2024						2025						2024
Certification Testing			$	224					$	206					$	628					$	585
Ongoing Certification Services			252						238						747						705
Non-certification Testing and Other Services			235						220						679						639
Software			72						67						210						202
Total			$	783					$	731					$	2,264					$	2,131

Contract Balances

The revenue recognized during the three and nine months ended September 30, 2025, which was included in contract liabilities at December 31, 2024, amounted to $25 million and $112 million, respectively. The revenue recognized during the three and nine months ended September 30, 2024, which was included in contract liabilities at December 31, 2023, amounted to $27 million and $106 million, respectively.

Remaining Performance Obligations

At September 30, 2025, the Company estimates that $189 million in revenue is expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) at the end of the reporting period. The Company expects to recognize approximately 63% of its unsatisfied (or partially unsatisfied) performance obligations as revenue in the subsequent 12 months, with the remaining balance to be recognized thereafter.

Remaining consideration from contracts with customers is included in the amount presented above and includes contracts with multiple performance obligations and multi-year maintenance agreements, which are typically recognized as the performance obligation is satisfied.

4. Acquisitions and Divestitures

Acquisitions

In July 2024, the Company acquired 100% of the outstanding stock of TesTneT Engineering GmbH (together with its subsidiaries, “TesTneT”) for approximately $19 million in cash consideration (as adjusted for customary post-closing adjustments). TesTneT is a Germany-based company that provides testing services for various hydrogen storage systems, refueling stations and their components. Goodwill of $14 million represents anticipated future revenue growth and margin

8

expansion opportunities from new customers and has been included within the Company’s Industrial segment. Goodwill related to this acquisition is not deductible for income tax purposes.

In May 2024, the Company acquired 100% of the outstanding stock of BatterieIngenieure GmbH (together with its subsidiaries, “BatterieIngenieure”) for approximately $12 million in cash consideration (as adjusted for customary post-closing adjustments). BatterieIngenieure is a Germany-based battery testing company that was, at the time of acquisition, in the process of building a laboratory in Aachen, Germany to replace the leased facility it was using and to add testing and simulation capacity. The purchase price is primarily related to property, plant, and equipment of $9 million and goodwill of $8 million. Goodwill represents anticipated future revenue growth and margin expansion opportunities from new customers and has been included within the Company’s Industrial segment. Goodwill related to this acquisition is not deductible for income tax purposes.

Aggregate acquisition-related costs associated with business combinations are not material for the three and nine months ended September 30, 2025 and 2024, and are included in selling, general and administrative expenses in the Company’s Condensed Consolidated Statements of Operations as incurred.

Divestiture

In May 2024, the Company completed the sale of its payments testing business in the Industrial segment to an affiliate of Gallant Capital Partners, a California-based private equity firm, for a base price of $29 million in cash (as adjusted for customary post-closing adjustments) with the potential for additional cash consideration if certain earn-out provisions are met. The divestiture resulted in a pre-tax gain on sale of $24 million, which was recorded within other (expense) income, net in the Company’s Condensed Consolidated Statements of Operations.

5. Other (Expense) Income, net

The components of other (expense) income, net are as follows:    

			Three Months Ended September 30,												Nine Months Ended September 30,
(in millions)			2025						2024						2025						2024
Foreign exchange (losses) gains			$	(2)					$	1					$	(7)					$	(5)
Interest income			1						1						3						3
Non-operating pension and postretirement benefit expense			(1)						(2)						(3)						(6)
Gain on divestiture, net of adjustments(a)			—						(1)						—						24
Other			2						1						—						2
Total			$	—					$	—					$	(7)					$	18

__________

(a)See Note 4.

6. Fair Value of Financial Instruments

The carrying amount and fair value of the Company’s debt was as follows:

			September 30, 2025												December 31, 2024
(in millions)			Carrying Amount						Fair Value						Carrying Amount						Fair Value
Term loans			$	199					$	199					$	444					$	444
Revolving credit facility			45						45						—						—
Senior notes			300						315						300						311
Other			3						3						3						3
Total			$	547					$	562					$	747					$	758

The fair value of the Company’s term loans and revolving credit facility reflect current market conditions and are primarily determined using broker quotes, which are Level 2 inputs in the fair value hierarchy. The fair value of the Company’s senior notes is estimated based on prevailing interest rates and trading activity, which are Level 2 inputs in the fair value hierarchy.

9

7. Investments in Equity Securities

The Company holds investments in equity securities of various companies, certain of which comprise less than 10% of the applicable company’s outstanding equity securities and are included within other assets in the Company’s Condensed Consolidated Balance Sheets. The Company accounts for these investments at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. The carrying amount of these investments was $33 million as of September 30, 2025 and $36 million as of December 31, 2024.

The Company owns 70% of the issued and outstanding equity interests of UL-CCIC Company Limited (“UL-CCIC”), an entity formed under the laws of the People’s Republic of China. The Company determined that it is the primary beneficiary of UL-CCIC and assets of $196 million and $193 million and liabilities of $88 million and $87 million, inclusive of intercompany eliminations, were included in the Company’s Condensed Consolidated Balance Sheets at September 30, 2025 and December 31, 2024, respectively.

8. Goodwill

Changes in the carrying amount of goodwill for the nine months ended September 30, 2025 were as follows:

(in millions)			Industrial						Consumer						Software and Advisory						Total
Balance at December 31, 2024(a)			$	340					$	225					$	68					$	633
Measurement period adjustments			1						—						—						1
Effect of changes in foreign exchange rates			8						9						4						21
Balance at September 30, 2025(a)			$	349					$	234					$	72					$	655

__________

(a)Net of accumulated impairment losses of $137 million as of September 30, 2025 and December 31, 2024.

9. Intangible Assets

The following table summarizes intangible assets:

			September 30, 2025																		December 31, 2024
(in millions)			Gross Carrying Amount						Accumulated Amortization						Net Carrying Amount						Gross Carrying Amount						Accumulated Amortization						Net Carrying Amount
Customer relationships			$	267					$	(222)					$	45					$	261					$	(211)					$	50
Intellectual property and patents			16						(13)						3						15						(11)						4
Trademarks			22						(18)						4						21						(17)						4
Total			$	305					$	(253)					$	52					$	297					$	(239)					$	58

Intangible asset amortization expenses for the three and nine months ended September 30, 2025, reported within selling, general and administrative expenses within the Condensed Consolidated Statements of Operations, were $3 million and $9 million, respectively. Intangible asset amortization expenses for the three and nine months ended September 30, 2024, reported within selling, general and administrative expenses within the Condensed Consolidated Statements of Operations, were $4 million and $10 million, respectively.

10

10. Pension

The components of net periodic benefit cost for the Company’s U.S. defined benefit pension plan were as follows:

			Three Months Ended September 30,												Nine Months Ended September 30,
(in millions)			2025						2024																		2025						2024
Service cost			$	—					$	—																	$	1					$	1
Interest cost			4						4																		12						12
Expected return on plan assets			(3)						(3)																		(9)						(10)
Amortization of net actuarial loss			—						1																		1						3
Net periodic benefit cost			$	1					$	2																	$	5					$	6

During the third quarter of 2025, the Company adopted an amendment related to its U.S. defined benefit pension plan to freeze all future benefit accruals effective December 31, 2025. The freeze resulted in a curtailment, which reduced the projected benefit obligation by $12 million, with a corresponding decrease in accumulated other comprehensive loss on the Company’s Condensed Consolidated Balance Sheet. There was no impact on the Company’s Condensed Consolidated Statement of Operations as a result of the curtailment.

The Company anticipates making approximately $43 million of contributions to its U.S. pension plan in 2025, inclusive of a discretionary contribution of $23 million made in the third quarter of 2025.

For the three and nine months ended September 30, 2025, expenses related to various defined contribution plans were $13 million and $42 million, respectively. For the three and nine months ended September 30, 2024, expenses related to various defined contribution plans were $11 million and $36 million, respectively.

11. Income Taxes

The effective tax rate for the three and nine months ended September 30, 2025 was 27.4% and 24.9%, respectively, which differed from the U.S. federal statutory tax rate of 21%, primarily due to foreign tax effects, U.S. tax on Global Intangible Low Taxed Income (“GILTI”) net of related foreign tax credits, and limitations on current year compensation deductions of certain executive officers under U.S. Internal Revenue Code Section 162(m).

Several countries in which the Company operates have enacted into their local legislation effective either January 1, 2024, or January 1, 2025, aspects of the Organisation for Economic Co-operation and Development’s Pillar Two rules, which impose a 15% corporate minimum tax. The effective tax rate for the three and nine months ended September 30, 2025 of 27.4% and 24.9%, respectively, was higher than the effective tax rate for the three and nine months ended September 30, 2024 of 19.0% and 19.5%, respectively, primarily due to the impact of the Qualified Domestic Minimum Top-up Tax, a subset of the Pillar Two rules that became effective on January 1, 2025.

The effective tax rate for the three and nine months ended September 30, 2024 of 19.0% and 19.5%, respectively, differed from the U.S. federal statutory tax rate of 21%, primarily due to earnings subject to lower tax rates in foreign jurisdictions and a discrete tax benefit for the release of valuation allowances, partially offset by Section 162(m) limitations on current year compensation deductions of certain executive officers and U.S. tax on GILTI net of related foreign tax credits. The effective tax rate for the nine months ended September 30, 2024 also included a discrete tax expense for the reduction to previously established deferred tax assets of approximately $5 million due to the Company becoming subject to Section 162(m), which limits U.S. public company compensation expenses of certain executive officers that were previously deductible as a private company.

On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was enacted in the U.S. The OBBBA includes several corporate tax provisions that apply to the Company, such as the permanent extension of certain expiring provisions of the U.S. Tax Cuts and Jobs Act and modifications to the international tax framework and business interest expense limitations. The Company has assessed the impact of the OBBBA and has determined that there is no material impact to its consolidated financial statements.

11

12. Long-Term Debt

The Company’s outstanding debt consisted of the following:

(in millions)			Currency						Maturity Date						September 30, 2025						December 31, 2024
Term loans			USD						January 2027						$	199					$	444
Revolving credit facility			USD						January 2027						45						—
Senior notes			USD						October 2028						300						300
Other			USD						August 2033						3						3
Total debt															547						747
Less: unamortized debt issuance costs															(3)						(5)
Total debt, net of unamortized debt issuance costs															544						742
Less: current portion of long-term debt															—						(50)
Long-term debt															$	544					$	692

2022 Credit Facility

In January 2022, the Company entered into a credit agreement with Bank of America, N.A. and certain other lenders, which provides for senior unsecured credit facilities in an aggregate principal amount of $1.25 billion (collectively, and as amended, the “2022 Credit Facility”), consisting of term loans and revolving loan commitments. The Company’s wholly owned subsidiary, UL LLC, a Delaware limited liability company (“UL LLC”), provides a guaranty of its obligations thereunder. As of September 30, 2025, the Company was in compliance with all covenants under the 2022 Credit Facility. The interest rate on the term loans was 5.26% as of September 30, 2025 and 5.58% as of December 31, 2024. The interest rate on the revolving credit facility was 5.34% as of September 30, 2025. As described below, in connection with the entry into the 2025 Credit Facility, the Company repaid in full all indebtedness and other obligations outstanding under, and terminated, the 2022 Credit Facility.

Senior Notes

In October 2023, the Company issued $300 million in aggregate principal amount of 6.500% senior notes due 2028 (the “notes”). The notes are senior unsecured obligations of UL Solutions Inc. Borrowings under the notes bear a fixed interest rate of 6.500% per annum.

In connection with the issuance of the notes, the Company entered into a registration rights agreement on the same date. In September 2025, pursuant to the registration rights agreement, the Company completed an exchange offer, pursuant to which the Company exchanged all of the outstanding notes for new 6.500% senior notes due 2028 registered under the Securities Act of 1933, as amended (the “exchange notes”). The terms of the exchange notes are substantially the same as the notes. Subsequent to the balance sheet date, the Company entered into a Credit Agreement on October 28, 2025, and repaid in full all indebtedness and other obligations outstanding under, and terminated, the 2022 Credit Facility. In connection with such termination, the guaranty by UL LLC of the Company’s obligations under the 2022 Credit Facility and the exchange notes was released. Refer to Note 18.

13. Accumulated Other Comprehensive Loss

The following tables summarize the changes in accumulated other comprehensive loss.

			Three Months Ended September 30, 2025
(in millions)			Foreign Currency Translation						Pension and Postretirement Plans												Total
Balance at June 30, 2025, net of tax			$	(35)					$	(80)											$	(115)
Amounts before reclassifications			(6)						25												19
Total other comprehensive (loss) income, before tax			(6)						25												19
Tax effect			—						(6)												(6)
Total other comprehensive (loss) income, net of tax			(6)						19												13
Balance at September 30, 2025, net of tax			$	(41)					$	(61)											$	(102)

12

			Three Months Ended September 30, 2024
(in millions)			Foreign Currency Translation						Pension and Postretirement Plans												Total
Balance at June 30, 2024, net of tax			$	(74)					$	(96)											$	(170)
Amounts before reclassifications			30						—												30
Amounts reclassified out			—						1												1
Total other comprehensive income, net of tax			30						1												31
Balance at September 30, 2024, net of tax			$	(44)					$	(95)											$	(139)

			Nine Months Ended September 30, 2025
(in millions)			Foreign Currency Translation						Pension and Postretirement Plans												Total
Balance at December 31, 2024, net of tax			$	(88)					$	(79)											$	(167)
Amounts before reclassifications			47						25												72
Amounts reclassified out			—						(1)												(1)
Total other comprehensive income, before tax			47						24												71
Tax effect			—						(6)												(6)
Total other comprehensive income, net of tax			47						18												65
Balance at September 30, 2025, net of tax			$	(41)					$	(61)											$	(102)

			Nine Months Ended September 30, 2024
(in millions)			Foreign Currency Translation						Pension and Postretirement Plans												Total
Balance at December 31, 2023, net of tax			$	(49)					$	(97)											$	(146)
Amounts before reclassifications			5						(1)												4
Amounts reclassified out			—						3												3
Total other comprehensive income, net of tax			5						2												7
Balance at September 30, 2024, net of tax			$	(44)					$	(95)											$	(139)

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14. Stock-based Compensation

Stock-based compensation expense was as follows:

			Three Months Ended September 30,												Nine Months Ended September 30,
(in millions)			2025						2024						2025						2024
Cost of revenue			$	1					$	1					$	4					$	3
Selling, general and administrative expenses			14						9						34						22
Stock-based compensation expense			15						10						38						25
Income tax benefit			(2)						(1)						(6)						(4)
Stock-based compensation expense, net			$	13					$	9					$	32					$	21
Stock-based compensation expense by type of award
Restricted stock units			$	7					$	5					$	17					$	8
Performance share units			5						3						11						4
Stock options			2						1						4						2
Stock-settled stock appreciation rights			—						1						1						2
Employee stock purchase plan			1						—						3						—
Cash-settled awards			—						—						2						9
Stock-based compensation expense			$	15					$	10					$	38					$	25

15. Commitments and Contingencies

The Company is, in the ordinary course of business, party to certain claims, litigation, audits and investigations. The Company will record an accrual for a loss contingency when it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. The Company believes it has established adequate accruals for liabilities that are probable and reasonably estimable and that may be incurred in connection with any such currently pending or threatened matter, none of which are material. In the Company’s opinion, the settlement of any such currently pending or threatened matter is not expected to have a material impact on the Company’s financial position, results of operations, or cash flows.

16. Related Party Transactions

In the three and nine months ended September 30, 2025, the Company incurred expenses of $5 million and $16 million, respectively, to access the library of standards owned and maintained by UL Standards & Engagement. In the three and nine months ended September 30, 2024, the Company incurred expenses of $6 million and $16 million, respectively, to access the library of standards owned and maintained by UL Standards & Engagement.

In the three and nine months ended September 30, 2025, the Company declared and paid regular cash dividends to stockholders, resulting in payments of $18 million and $54 million to UL Standards & Engagement, respectively. In the three and nine months ended September 30, 2024, the Company declared and paid regular cash dividends to stockholders, resulting in payments of $20 million and $65 million to UL Standards & Engagement, respectively.

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17. Segment Information

The following table provides revenue, significant segment expenses and operating income, by segment for the three months ended September 30, 2025 and 2024:

			Industrial									Consumer									Software and Advisory									Total
(in millions)			2025			2024						2025			2024						2025			2024						2025			2024
Revenue			$	343		$	317					$	340		$	321					$	100		$	93					$	783		$	731
Employee compensation			155			150						189			182						64			63						408			395
Services and materials			71			65						87			82						15			16						173			163
Depreciation and amortization			13			12						20			20						13			11						46			43
Operating income			$	104		$	90					$	44		$	37					$	8		$	3					$	156		$	130

The following table provides revenue, significant segment expenses and operating income, by segment for the nine months ended September 30, 2025 and 2024:

			Industrial									Consumer									Software and Advisory									Total
(in millions)			2025			2024						2025			2024						2025			2024						2025			2024
Revenue			$	989		$	926					$	984		$	929					$	291		$	276					$	2,264		$	2,131
Employee compensation			455			444						559			536						198			191						1,212			1,171
Services and materials			208			199						256			242						47			47						511			488
Depreciation and amortization			41			33						59			59						37			33						137			125
Operating income			$	285		$	250					$	110		$	92					$	9		$	5					$	404		$	347

Capital expenditures of the Company’s segments were as follows:

			Three Months Ended September 30,												Nine Months Ended September 30,
(in millions)			2025						2024						2025						2024
Industrial			$	17					$	27					$	37					$	74
Consumer			6						6						27						22
Software and Advisory			8						8						24						24
Total segments			31						41						88						120
Corporate			15						25						51						59
Total			$	46					$	66					$	139					$	179

Assets by segment are not disclosed as the Company does not allocate assets to segments for internal reporting presentations provided to the Company’s chief operating decision maker.

18. Subsequent Events

Restructuring Initiative

On November 4, 2025, the Company announced an expense reduction initiative to further improve the operating model and exit certain lines of business that are no longer considered strategically important to the Company (the “Restructuring Plan”). The Company expects to incur pre-tax expenses associated with the Restructuring Plan of approximately $42-$47 million in the aggregate, consisting of $37-$42 million in cash charges relating to employee separation expenses and approximately $5 million in other cash charges, primarily relating to contract cancellations. The majority of costs associated with the Restructuring Plan are expected to be recorded in the fourth quarter of 2025 in the Consumer and Industrial segments. The Company anticipates the Restructuring Plan will be substantially completed by the end of the first quarter of 2027.

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2025 Credit Facility

On October 28, 2025, UL Solutions Inc. entered into a Credit Agreement (the “Credit Agreement”), by and among the Company and certain of its non-U.S. subsidiaries as co-borrowers (collectively, the “Borrowers”), Bank of America, N.A., as administrative agent, and the lenders party thereto.

The Credit Agreement provides for a $1.0 billion senior unsecured five-year multi-currency revolving facility (the “2025 Credit Facility”), with a $25 million sub-limit for the issuance of letters of credit. The Credit Agreement includes an accordion feature permitting an increase in the 2025 Credit Facility by an aggregate amount of up to $500 million, subject to the consent of any lenders providing such increase, the absence of any default or event of default and entry into customary documentation with respect to such increase. The Borrowers’ obligations (other than the Company’s) under the Credit Agreement are guaranteed by the Company.

On October 28, 2025, the Company borrowed $291 million under the 2025 Credit Facility. The initial borrowing was used to refinance the outstanding amounts under the 2022 Credit Facility. Additional amounts, if any, borrowed under the 2025 Credit Facility are anticipated to be used for general corporate purposes.

Borrowings under the 2025 Credit Facility bear interest at a rate per annum equal to, at the applicable Borrower’s option, (a) a specified benchmark rate for the applicable currency (which, in the case of U.S. Dollar loans, shall be the Term SOFR or Daily SOFR (in each case as defined in the Credit Agreement), at the applicable Borrower’s option), plus a margin that ranges from 0.875% to 1.375% per annum or (b) for U.S. Dollar loans made to the Company only, a base rate (which is equal to the highest of (i) the Bank of America prime rate, (ii) the U.S. federal funds rate plus 0.5% per annum, or (iii) the Term SOFR or Daily SOFR rate plus 1.0%) plus a margin that ranges from 0.0% to 0.375% per annum. The 2025 Credit Facility matures on October 28, 2030 and may be prepaid without fees or penalties, subject to reimbursement of the lenders’ customary breakage and redeployment costs in applicable cases.

The 2025 Credit Facility also includes a financial covenant, tested quarterly, which requires the Company to maintain a consolidated net leverage ratio of not greater than 3.5 to 1.0, calculated on a consolidated basis for each consecutive four fiscal quarter period, with an increase in the maintenance level to 4.0 to 1.0 for each of the four test periods immediately following any permitted acquisition that involves the payment of aggregate consideration in excess of $100 million, subject to a two fiscal quarter rest period between increases for separate acquisitions. The calculation of the consolidated net leverage ratio permits the netting of up to $250 million of unrestricted cash from funded debt.

The 2025 Credit Facility includes customary representations and warranties, covenants and events of default, subject to certain customary exceptions, materiality thresholds and grace periods. The covenants include, among other things, financial reporting, maintenance of line of business, notices of default and other material changes, as well as limitations on investments and acquisitions, mergers and transfers of all or substantially all assets, dividends and distributions, burdensome contracts with affiliates, liens and indebtedness. Future borrowings under the 2025 Credit Facility are subject to the satisfaction of customary conditions, including the absence of any default or event of default and the accuracy of representations and warranties.

On October 28, 2025, in connection with the entry into the Credit Agreement described above, the Company repaid in full all indebtedness and other obligations outstanding under, and terminated, the 2022 Credit Facility.

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ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of the Company’s results of operations, financial condition and liquidity and capital resources should be read in conjunction with the Company’s condensed consolidated financial statements and the related notes as of September 30, 2025 and for the three and nine month periods ended September 30, 2025 and 2024, which are included in this Quarterly Report, as well as the Company’s audited consolidated financial statements for the year ended December 31, 2024 included in the Company’s Annual Report on Form 10-K. This discussion and analysis contains forward-looking statements that involve risks and uncertainties about the Company’s business and operations. The Company’s actual results and the timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those described under “Risk Factors” in Part I Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. See “Cautionary Note Regarding Forward-Looking Statements.” Additionally, the Company’s historical results are not necessarily indicative of the results that may be expected for any period in the future.

References to “UL Solutions” and the “Company” refer to UL Solutions Inc. and its consolidated subsidiaries as a whole, unless the context otherwise requires.

Overview

UL Solutions is a global safety science leader that provides independent third-party testing, inspection and certification (“TIC”) services and related software and advisory (“S&A”) offerings.

UL Solutions reports its financial results through three segments: Industrial, Consumer and Software and Advisory.

Since January 1, 2024, the Company has completed the following acquisitions and divestiture, which impact the comparability of results between periods:

•In July 2024, the Company acquired 100% of the outstanding stock of TesTneT Engineering GmbH (together with its subsidiaries, “TesTneT”) for approximately $19 million. TesTneT is a Germany-based company that provides testing services for various hydrogen storage systems, refueling stations and their components. The results of operations of TesTneT are included in the Industrial segment since the date of acquisition.

•In May 2024, the Company acquired 100% of the outstanding stock of BatterieIngenieure GmbH (together with its subsidiaries, “BatterieIngenieure”) for approximately $12 million. BatterieIngenieure is a Germany-based battery testing company that was, at the time of acquisition, in the process of building a laboratory in Aachen, Germany to replace the leased facility it was using and to add testing and simulation capacity. The results of operations of BatterieIngenieure are included in the Industrial segment since the date of acquisition.

•In May 2024, the Company completed the sale of its payments testing business to an affiliate of Gallant Capital Partners, for a base price of $29 million. The business performed Software and Non-certification Testing and Other Services and the results of operations were included in the Industrial segment until the date of divestiture. The divestiture resulted in a pre-tax gain on sale of $24 million, which was recorded within other (expense) income, net in the Company’s consolidated results of operations.

Recently, the geopolitical environment and attendant increased levels of uncertainty have caused, and may continue to cause, the Company’s customers to modify, delay or cancel plans to purchase services. Accordingly, ongoing uncertainty related to the current geopolitical environment and the associated unpredictability of the macroeconomic environment could have an adverse impact on various aspects of the Company’s business in the future, including its results of operations and financial condition. The Company is unable at this time to reasonably determine any future negative impacts from reduced or delayed customer testing or product development as a result of uncertainty that may result from the current geopolitical environment.

Recent Developments

Restructuring Initiative

On November 4, 2025, the Company announced an expense reduction initiative to further improve the operating model and exit certain lines of business that are no longer considered strategically important to the Company (the “Restructuring Plan”). The Company expects to incur pre-tax expenses associated with the Restructuring Plan of approximately $42-$47 million in the aggregate, consisting of $37-$42 million in cash charges relating to employee separation expenses and approximately $5

17

million in other cash charges, primarily relating to contract cancellations. The majority of costs associated with the Restructuring Plan are expected to be recorded in the fourth quarter of 2025 in the Consumer and Industrial segments. The Company anticipates the Restructuring Plan will be substantially completed by the end of the first quarter of 2027.

2025 Credit Facility

On October 28, 2025, UL Solutions Inc. entered into a Credit Agreement (the “Credit Agreement”), by and among the Company and certain of its non-U.S. subsidiaries as co-borrowers, Bank of America, N.A., as administrative agent, and the lenders party thereto. The Credit Agreement provides for a $1.0 billion senior unsecured five-year multi-currency revolving facility (the “2025 Credit Facility”), with a $25 million sub-limit for the issuance of letters of credit. The Credit Agreement includes an accordion feature permitting an increase in the 2025 Credit Facility by an aggregate amount of up to $500 million, subject to the consent of any lenders providing such increase, the absence of any default or event of default and entry into customary documentation with respect to such increase. On October 28, 2025, the Company borrowed $291 million under the 2025 Credit Facility. The initial borrowing was used to refinance the outstanding amounts under a credit agreement entered into in January 2022 with Bank of America, N.A. and certain other lenders, which provided for senior unsecured credit facilities in an aggregate principal amount of $1.25 billion (collectively, and as amended, the “2022 Credit Facility”). Additional amounts, if any, borrowed under the 2025 Credit Facility are anticipated to be used for general corporate purposes. For additional information regarding the 2025 Credit Facility and the 2022 Credit Facility, see “—Liquidity and Capital Resources” below.

Components of the Company’s Results of Operations

Revenue

The Company conducts its operations across four major service categories: (1) Certification Testing of products, components and systems according to standards and regulatory requirements and other design and performance specifications; (2) Ongoing Certification Services to validate the continued compliance of previously certified products, components and systems; (3) Non-certification Testing and Other Services, which includes performance testing for customer or other requirements that may not be required by any regulation and may not result in a certification, as well as other services, including advisory and technical services; and (4) Software, comprising software as a service and license-based software solutions, including implementation and training services related to software.

Components of Revenue Change

The Company uses Organic, Acquisition / Divestiture and FX to explain the change in revenue from period to period. Revenue change is calculated as the percentage change in revenue in one period relative to the prior period’s revenue and is a key financial measure that the Company uses to manage its business. The Company defines these components of revenue as follows:

“Organic” reflects revenue change in a given period excluding Acquisition / Divestiture and FX in that same period, expressed in dollars or as a percentage of revenue in the prior period.

“Acquisition / Divestiture” is calculated as revenue change in a given period related to acquisitions or disposals of businesses using prior period exchange rates, expressed in dollars or as a percentage of revenue in the prior period. Revenues from an acquisition or disposal are measured as Acquisition / Divestiture for the initial twelve-month period following the acquisition or disposal date. Subsequently, the revenue impact from the acquired or disposed business is measured as Organic.

“FX” reflects the impact that foreign currency exchange rates have on revenue in a given period, expressed in dollars or as a percentage of revenue in the prior period. The Company uses constant currency to calculate the FX impact on revenue in a given period by translating current period revenues at prior period exchange rates, expressed as a percentage of revenue in the prior period.

Cost of Revenue

Cost of revenue includes employee compensation consisting of salaries, incentives, stock-based compensation and other benefits for employees directly attributable to revenue generation across each of the Company’s four major service categories. In addition, cost of revenue includes services and materials expenses including occupancy and facility-related costs for laboratories and other buildings where testing and inspection services are performed, customer-related travel costs, expenses related to third-party contractors or third-party facilities and consumable materials and supplies used in testing and

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inspection and other costs associated with generating revenue. Cost of revenue also includes depreciation on equipment used in testing and amortization of capitalized software.

Selling, General and Administrative Expenses

Selling, general and administrative expenses include employee compensation consisting of salaries, incentives, stock-based compensation and other benefits for sales and indirect administrative functions such as executive, finance, legal, human resources and information technology, not included within cost of revenue. In addition, selling, general and administrative expenses include services and materials expenses such as third-party consultancy costs, facility costs, internal research and development costs as well as legal and accounting fees, travel, marketing, bad debt and non-chargeable materials and supplies. Selling, general and administrative expenses also include depreciation and amortization.

Operating Income

Operating income is calculated as revenue less cost of revenue and selling, general and administrative expenses. Operating income margin is calculated as operating income as a percentage of revenue.

Components of Operating Income Change

The Company uses Organic, Acquisition / Divestiture and FX to explain the change in operating income from period to period. Operating income change is calculated as the percentage change in operating income in one period relative to the prior period’s operating income and is a key financial measure that the Company uses to manage its business. The Company defines these components of operating income as follows:

“Organic” reflects total operating income change in a given period excluding Acquisition / Divestiture and FX in that same period, expressed in dollars or as a percentage of operating income in the prior period.

“Acquisition / Divestiture” is calculated as operating income change in a given period related to acquisitions or disposals of businesses using prior period exchange rates, expressed in dollars or as a percentage of operating income in the prior period. Operating income change from an acquisition or disposal is measured as Acquisition / Divestiture for the initial twelve-month period following the acquisition or disposal date. Subsequently, operating income impact from the acquired or disposed business is measured as Organic. Acquisition / Divestiture also includes the change in due diligence-related costs for merger and acquisition and disposal activities.

“FX” reflects the impact that foreign currency exchange rates have on operating income in a given period expressed in dollars or as a percentage of operating income in the prior period. The Company uses constant currency to calculate the FX impact on operating income in a given period by translating current period operating income at prior period exchange rates, expressed as a percentage of operating income in the prior period.

Interest Expense

Interest expense consists primarily of interest expense on the Company’s debt obligations.

Other (Expense) Income, net

Other (expense) income, net consists primarily of non-operating gains and losses, including gains and losses related to foreign exchange transactions and the revaluation performed on designated balance sheet accounts, interest income, non-operating pension and postretirement benefit expenses and gains on divestitures.

Income Before Income Taxes

Income before income taxes is calculated as revenue less cost of revenue, selling, general and administrative expenses, interest expense and other (expense) income, net.

Income Tax Expense

Income tax expense consists of current and deferred federal and state taxes for the Company’s U.S. and foreign jurisdictions.

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Net Income

Net income is calculated as revenue less cost of revenue, selling, general and administrative expenses, interest expense, other (expense) income, net and income tax expense. Net income margin is calculated as net income as a percentage of revenue.

Results of Operations

The following table sets forth the Company’s condensed consolidated results of operations for the periods presented.

Three Months Ended September 30, 2025 Compared to Three Months Ended September 30, 2024

			Three Months Ended September 30,																								Change
(in millions)			2025						% Revenue						2024						% Revenue
Revenue			$	783					N/A						$	731					N/A						$	52
Cost of revenue			389						49.7		%				373						51.0		%				16
Selling, general and administrative expenses			238						30.4		%				228						31.2		%				10
Operating income			156						19.9		%				130						17.8		%				26
Interest expense			(10)						(1.3)		%				(14)						(1.9)		%				4
Income before income taxes			146						18.6		%				116						15.9		%				30
Income tax expense			40						5.1		%				22						3.0		%				18
Net income			$	106					13.5		%				$	94					12.9		%				12

Revenue

			Three Months Ended September 30,
(in millions)			2025						2024						Change						% Change
Industrial			$	343					$	317					$	26					8.2		%
Consumer			340						321						19						5.9		%
Software and Advisory			100						93						7						7.5		%
Total			$	783					$	731					$	52					7.1		%

Revenue increased by $52 million, or 7.1%, for the three months ended September 30, 2025, as compared to the same period in 2024. Revenue increased on an organic basis by $46 million, or 6.3%, due to organic growth across all segments in the third quarter of 2025, driven by the Industrial and Consumer segments in Certification Testing, Non-certification Testing and Other Services and Ongoing Certification Services revenue. FX increased revenue by $6 million, or 0.8%, primarily due to the relative strength of the euro.

			Three Months Ended September 30, 2025
(in millions)			Organic												FX						Total						Organic % Change						Total % Change
Revenue change
Industrial			$	23											$	3					$	26					7.3		%				8.2		%
Consumer			17												2						19						5.3		%				5.9		%
Software and Advisory			6												1						7						6.5		%				7.5		%
Total			$	46											$	6					$	52					6.3		%				7.1		%

Cost of Revenue

Cost of revenue increased by $16 million, or 4.3%, for the three months ended September 30, 2025, as compared to the same period in 2024. On an organic basis, depreciation and amortization increased $3 million related to the completion of additional laboratory capacity and software ready for its intended use. In addition, occupancy costs increased $3 million on an organic basis related to higher rent expense and utility costs. FX increased cost of revenue by $5 million, primarily due to the relative strength of the euro.

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Selling, General and Administrative Expenses

Selling, general and administrative expenses increased by $10 million, or 4.4%, for the three months ended September 30, 2025, as compared to the same period in 2024. On an organic basis, employee compensation increased $6 million, related to base salary increases and higher costs associated with performance-based incentives, including the Company’s long-term incentive awards. In addition, technology costs increased $4 million on an organic basis, primarily associated with cloud computing service arrangements.

Interest Expense

Interest expense decreased by $4 million for the three months ended September 30, 2025, as compared to the same period in 2024. The decrease is primarily due to lower balances in the current period on the Company’s term loan and revolving loan commitments. For additional information refer to “—Liquidity and Capital Resources.”

Income Tax Expense

The effective tax rate for the three months ended September 30, 2025 was 27.4%, which differed from the U.S. federal statutory tax rate of 21%, primarily due to foreign tax effects, U.S. tax on Global Intangible Low Taxed Income net of related foreign tax credits, and limitations on current year compensation deductions of certain executive officers under U.S. Internal Revenue Code Section 162(m).

Several countries in which the Company operates have enacted into their local legislation effective either January 1, 2024, or January 1, 2025, aspects of the Organisation for Economic Co-operation and Development’s Pillar Two rules, which impose a 15% corporate minimum tax. The effective tax rate for the three months ended September 30, 2025 of 27.4% was higher than the effective tax rate for the three months ended September 30, 2024 of 19.0%, primarily due to the impact of the Qualified Domestic Minimum Top-up Tax, a subset of the Pillar Two rules that became effective on January 1, 2025.

The effective tax rate for the three months ended September 30, 2024 of 19.0% differed from the U.S. federal statutory tax rate of 21%, primarily due to earnings subject to lower tax rates in foreign jurisdictions and a discrete tax benefit for the release of valuation allowances. This was partially offset by Section 162(m) limitations on current year compensation deductions of certain executive officers and U.S. tax on Global Intangible Low Taxed Income net of related foreign tax credits.

On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was enacted in the U.S. The OBBBA includes several corporate tax provisions that apply to the Company, such as the permanent extension of certain expiring provisions of the U.S. Tax Cuts and Jobs Act and modifications to the international tax framework and business interest expense limitations. The Company has assessed the impact of the OBBBA and has determined that there is no material impact to its consolidated financial statements.

Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024

			Nine Months Ended September 30,																								Change
(in millions)			2025						% Revenue						2024						% Revenue
Revenue			$	2,264					N/A						$	2,131					N/A						$	133
Cost of revenue			1,146						50.6		%				1,088						51.1		%				58
Selling, general and administrative expenses			714						31.5		%				696						32.7		%				18
Operating income			404						17.8		%				347						16.3		%				57
Interest expense			(32)						(1.4)		%				(42)						(2.0)		%				10
Other (expense) income, net			(7)						(0.3)		%				18						0.8		%				(25)
Income before income taxes			365						16.1		%				323						15.2		%				42
Income tax expense			91						4.0		%				63						3.0		%				28
Net income			$	274					12.1		%				$	260					12.2		%				14

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Revenue

			Nine Months Ended September 30,
(in millions)			2025						2024						Change						% Change
Industrial			$	989					$	926					$	63					6.8		%
Consumer			984						929						55						5.9		%
Software and Advisory			291						276						15						5.4		%
Total			$	2,264					$	2,131					$	133					6.2		%

Revenue increased by $133 million, or 6.2%, for the nine months ended September 30, 2025, as compared to the same period in 2024. Revenue increased on an organic basis by $137 million, or 6.4%, due to organic growth across all segments in 2025, driven by the Industrial and Consumer segments in Certification Testing, Ongoing Certification Services and Non-certification Testing and Other Services revenue. Acquisition / Divestiture decreased revenue by $8 million, or 0.4%, primarily due to the sale of the payments testing business in the Industrial segment.

			Nine Months Ended September 30, 2025
(in millions)			Organic						Acquisition / Divestiture						FX						Total						Organic % Change						Total % Change
Revenue change
Industrial			$	69					$	(8)					$	2					$	63					7.5		%				6.8		%
Consumer			54						—						1						55						5.8		%				5.9		%
Software and Advisory			14						—						1						15						5.1		%				5.4		%
Total			$	137					$	(8)					$	4					$	133					6.4		%				6.2		%

Cost of Revenue

Cost of revenue increased by $58 million, or 5.3%, for the nine months ended September 30, 2025, as compared to the same period in 2024. On an organic basis, employee compensation expenses increased $23 million, related to base salary and headcount increases. In addition, on an organic basis, professional fees increased $7 million related to outsourced labor associated with higher revenue and occupancy costs increased $10 million related to higher rent expense and utility costs. Depreciation and amortization increased $12 million on an organic basis related to the completion of additional laboratory capacity and software placed in service.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased by $18 million, or 2.6%, for the nine months ended September 30, 2025, as compared to the same period in 2024. On an organic basis, employee compensation expenses increased $19 million, primarily due to base salary increases. In addition, technology costs increased $11 million on an organic basis, primarily associated with cloud computing service arrangements. The increase was partially offset by a $5 million organic decrease in professional fees related to the Company’s public offerings and higher accounting and legal costs in the prior year.

Interest Expense

Interest expense decreased by $10 million for the nine months ended September 30, 2025, as compared to the same period in 2024. The decrease is primarily due to lower balances in the current period on the Company’s term loan and revolving loan commitments. For additional information refer to “—Liquidity and Capital Resources.”

Other (Expense) Income, net

Other (expense) income, net decreased by $25 million primarily due to a $24 million gain on divestiture of the Company’s payments testing business in May 2024.

22

Income Tax Expense

The effective tax rate for the nine months ended September 30, 2025 was 24.9%, which differed from the U.S. statutory rate of 21%, primarily due to foreign tax effects, U.S. tax on Global Intangible Low Taxed Income net of related foreign tax credits, and limitations on current year compensation deductions of certain executive officers under U.S. Internal Revenue Code Section 162(m).

Several countries in which the Company operates have enacted into their local legislation effective either January 1, 2024, or January 1, 2025, aspects of the Organisation for Economic Co-operation and Development’s Pillar Two rules, which impose a 15% corporate minimum tax. The effective tax rate for the nine months ended September 30, 2025 of 24.9% was higher than the effective tax rate for the nine months ended September 30, 2024 of 19.5%, primarily due to the impact of the Qualified Domestic Minimum Top-up Tax, a subset of the Pillar Two rules that became effective on January 1, 2025.

The effective tax rate for the nine months ended September 30, 2024 of 19.5% differed from the U.S. federal statutory tax rate of 21%, primarily due to earnings subject to lower tax rates in foreign jurisdictions and a discrete tax benefit for the release of valuation allowances. This was partially offset by a discrete tax expense for the reduction to previously established deferred tax assets of approximately $5 million due to the Company becoming subject to Section 162(m), which limits compensation expenses of certain executive officers that were previously deductible as a private company, as well as Section 162(m) limitations on current year deductions, and U.S. tax on Global Intangible Low Taxed Income net of related foreign tax credits.

On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was enacted in the U.S. The OBBBA includes several corporate tax provisions that apply to the Company, such as the permanent extension of certain expiring provisions of the U.S. Tax Cuts and Jobs Act and modifications to the international tax framework and business interest expense limitations. The Company has assessed the impact of the OBBBA and has determined that there is no material impact to its consolidated financial statements.

Industrial

The Industrial segment provides TIC services to help ensure customers’ industrial products meet or exceed international standards for product safety, performance and sustainability. The Industrial segment provides services that address needs across a number of end markets, including energy, industrial automation, engineered materials (plastics and wire and cable) and built environment, and across a variety of stakeholders, including manufacturers, building owners, end users and regulators.

The following tables summarize the change in Industrial’s revenue and operating income for the periods presented:

			Three Months Ended September 30,																								Nine Months Ended September 30,
(in millions)			2025						2024						Change						% Change						2025						2024						Change						% Change
Revenue			$	343					$	317					$	26					8.2		%				$	989					$	926					$	63					6.8		%
Employee compensation			155						150						5						3.3		%				455						444						11						2.5		%
Services and materials			71						65						6						9.2		%				208						199						9						4.5		%
Depreciation and amortization			13						12						1						8.3		%				41						33						8						24.2		%
Segment operating income			$	104					$	90					$	14					15.6		%				$	285					$	250					$	35					14.0		%
Segment operating income margin			30.3		%				28.4		%																28.8		%				27.0		%

			Three Months Ended September 30, 2025																					Nine Months Ended September 30, 2025
(in millions)			Organic												FX						Total						Organic						Acquisition/ Divestiture						FX						Total
Revenue change			$	23											$	3					$	26					$	69					$	(8)					$	2					$	63
Segment operating income change			$	14											$	—					$	14					$	36					$	(1)					$	—					$	35

23

Three Months Ended September 30, 2025 Compared to Three Months Ended September 30, 2024

Revenue

Revenue increased by $26 million, or 8.2%, for the three months ended September 30, 2025, as compared to the same period in 2024. On an organic basis, revenue increased $23 million, or 7.3%, primarily due to growth in Certification Testing revenue of $13 million across most industries, driven primarily by continued demand for energy and automation. Ongoing Certification Services revenue increased $9 million across most industries due in part to price increases. FX increased revenue by $3 million, or 0.9%, primarily due to the relative strength of the euro.

Segment Operating Income

Segment operating income increased by $14 million, or 15.6%, for the three months ended September 30, 2025, as compared to the same period in 2024, primarily due to the $23 million increase in organic revenue noted above. This was partially offset by a $9 million organic increase in expenses, primarily due to higher employee compensation of $3 million related to base salary and headcount increases. Depreciation and amortization also increased $2 million on an organic basis primarily related to the completion of additional laboratory capacity.

Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024

Revenue

Revenue increased by $63 million, or 6.8%, for the nine months ended September 30, 2025, as compared to the same period in 2024. On an organic basis, revenue increased $69 million, or 7.5%, primarily due to growth in Certification Testing revenue of $32 million across most industries, driven by continued demand for energy and automation, price increases, and new capacity provided by recent laboratory investments. Ongoing Certification Services revenue increased $30 million across most industries due in part to price increases and additional volume. Acquisition / Divestiture decreased revenue by $8 million, or 0.9%, primarily due to the sale of the payments testing business.

Segment Operating Income

Segment operating income increased by $35 million, or 14.0%, for the nine months ended September 30, 2025, as compared to the same period in 2024, primarily due to the $69 million increase in organic revenue noted above. This was partially offset by a $33 million organic increase in expenses, primarily due to higher employee compensation of $13 million related to base salary and headcount increases. Depreciation and amortization also increased $7 million on an organic basis primarily related to the completion of additional laboratory capacity. In addition, technology costs increased $4 million on an organic basis, primarily associated with cloud computing service arrangements.

Consumer

The Consumer segment provides a variety of global product market acceptance and risk mitigation services for customers in the consumer products end market, including consumer electronics, medical devices, information technologies, appliances, HVAC, lighting, retail (softlines and hardlines) and emerging consumer applications, including new mobility, smart products and 5G. The primary services offered by this segment include safety certification testing, ongoing certification, global market access, testing for connectivity, performance and quality and critical systems advisory and training.

24

The following tables summarize the change in Consumer’s revenue and operating income for the periods presented:

			Three Months Ended September 30,																								Nine Months Ended September 30,
(in millions)			2025						2024						Change						% Change						2025						2024						Change						% Change
Revenue			$	340					$	321					$	19					5.9		%				$	984					$	929					$	55					5.9		%
Employee compensation			189						182						7						3.8		%				559						536						23						4.3		%
Services and materials			87						82						5						6.1		%				256						242						14						5.8		%
Depreciation and amortization			20						20						—						—		%				59						59						—						—		%
Segment operating income			$	44					$	37					$	7					18.9		%				$	110					$	92					$	18					19.6		%
Segment operating income margin			12.9		%				11.5		%																11.2		%				9.9		%

			Three Months Ended September 30, 2025																								Nine Months Ended September 30, 2025
(in millions)			Organic						Acquisition/ Divestiture						FX						Total						Organic						Acquisition/ Divestiture						FX						Total
Revenue change			$	17					$	—					$	2					$	19					$	54					$	—					$	1					$	55
Segment operating income change			$	8					$	(1)					$	—					$	7					$	21					$	(3)					$	—					$	18

Three Months Ended September 30, 2025 Compared to Three Months Ended September 30, 2024

Revenue

Revenue increased by $19 million, or 5.9%, for the three months ended September 30, 2025, as compared to the same period in 2024. On an organic basis, revenue increased $17 million, or 5.3%, primarily due to Non-certification Testing and Other Services revenue growth of $10 million in consumer technology driven by increased demand for electromagnetic compatibility testing for consumer electronics and in retail.

Segment Operating Income

Segment operating income increased by $7 million for the three months ended September 30, 2025, as compared to the same period in 2024, primarily due to the $17 million increase in organic revenue noted above. This was partially offset by a $9 million organic increase in expenses, primarily due to higher employee compensation of $5 million, related to base salary increases.

Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024

Revenue

Revenue increased by $55 million, or 5.9%, for the nine months ended September 30, 2025, as compared to the same period in 2024. On an organic basis, revenue increased $54 million, or 5.8%, primarily due to Non-certification Testing and Other Services revenue growth of $32 million in consumer technology driven by increased demand for electromagnetic compatibility testing for consumer electronics and in retail.

Segment Operating Income

Segment operating income increased by $18 million for the nine months ended September 30, 2025, as compared to the same period in 2024, primarily due to the $54 million increase in organic revenue noted above. This was partially offset by a $33 million organic increase in expenses, primarily due to higher employee compensation of $23 million, related to base salary increases. In addition, technology costs increased $6 million on an organic basis, primarily associated with cloud computing service arrangements.

25

Software and Advisory

The Software and Advisory segment provides complementary software and advisory solutions that extend the value proposition of TIC services the Company offers. The software and technical advisory offerings enable the Company’s customers to manage complex regulatory requirements, deliver supply chain transparency and operationalize sustainability.

The following tables summarize the change in Software and Advisory’s revenue and operating income for the periods presented:

			Three Months Ended September 30,																								Nine Months Ended September 30,
(in millions)			2025						2024						Change						% Change						2025						2024						Change						% Change
Revenue			$	100					$	93					$	7					7.5		%				$	291					$	276					$	15					5.4		%
Employee compensation			64						63						1						1.6		%				198						191						7						3.7		%
Services and materials			15						16						(1)						(6.3)		%				47						47						—						—		%
Depreciation and amortization			13						11						2						18.2		%				37						33						4						12.1		%
Segment operating income			$	8					$	3					$	5					166.7		%				$	9					$	5					$	4					80.0		%
Segment operating income margin			8.0		%				3.2		%																3.1		%				1.8		%

			Three Months Ended September 30, 2025																								Nine Months Ended September 30, 2025
(in millions)			Organic						Acquisition/ Divestiture						FX						Total						Organic						Acquisition/ Divestiture						FX						Total
Revenue change			$	6					$	—					$	1					$	7					$	14					$	—					$	1					$	15
Segment operating income change			$	7					$	(1)					$	(1)					$	5					$	6					$	(2)					$	—					$	4

Three Months Ended September 30, 2025 Compared to Three Months Ended September 30, 2024

Revenue

Revenue increased by $7 million, or 7.5%, for the three months ended September 30, 2025, as compared to the same period in 2024. On an organic basis, revenue increased $6 million, or 6.5% driven by demand for software, including retail product compliance, and demand for advisory services.

Segment Operating Income

Segment operating income increased by $5 million for the three months ended September 30, 2025, as compared to the same period in 2024, primarily due to the $6 million increase in organic revenue noted above and higher employee utilization.

Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024

Revenue

Revenue increased by $15 million, or 5.4%, for the nine months ended September 30, 2025, as compared to the same period in 2024. On an organic basis, revenue increased $14 million, or 5.1% driven by demand for software, including retail product compliance.

Segment Operating Income

Segment operating income increased by $4 million for the nine months ended September 30, 2025, as compared to the same period in 2024, primarily due to the $14 million increase in organic revenue noted above. This was partially offset by an $8 million organic increase in expenses, primarily driven by higher employee compensation of $6 million related to base salary increases.

26

Non-GAAP Financial Measures

In addition to financial measures determined in accordance with accounting principles generally accepted in the United States of America (“GAAP”), the Company considers a variety of supplemental non-GAAP financial measures, including Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Net Income, Adjusted Net Income margin, Adjusted Diluted Earnings Per Share and Free Cash Flow. Management uses non-GAAP financial measures in addition to GAAP measures to understand and compare operating results across periods and for forecasting and other purposes. Management believes these non-GAAP financial measures provide useful information to investors and reflect results in a manner that enables, in some instances, more meaningful analysis of trends and facilitates comparison of results across periods. These measures are not financial measures calculated in accordance with GAAP and should not be considered as a substitute for net income, operating income, diluted earnings per share, net cash provided by operating activities or any other measure calculated in accordance with GAAP, and may not be comparable to similarly titled measures reported by other companies due to potential differences between the companies in calculations.

The Company uses Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Net Income, Adjusted Net Income margin and Adjusted Diluted Earnings Per Share to measure the operational strength and performance of its business and believes these measures provide additional information to investors about certain non-cash items and unusual items that the Company does not expect to continue at the same level in the future. Further, management believes these non-GAAP financial measures provide a meaningful measure of business performance. The Company uses Free Cash Flow as an additional liquidity measure and believes it provides useful information to investors about the cash generated from the Company’s core operations that may be available to repay debt, make other investments and return cash to stockholders.

There are material limitations to using these non-GAAP financial measures. Adjusted EBITDA does not take into account certain significant items, including depreciation and amortization, interest expense, other expense (income), net, income tax expense, stock-based compensation expense for equity-settled awards, material asset impairment charges and restructuring expenses which directly affect the Company’s net income, as applicable. Adjusted Net Income and Adjusted Diluted Earnings Per Share do not take into account certain significant items, including other expense (income), net, stock-based compensation expense for equity-settled awards, material asset impairment charges and restructuring expenses which directly affect the Company’s net income and diluted earnings per share, as applicable. Free Cash Flow adjusts for cash items that are ultimately within management’s discretion to direct, and therefore, may imply that there is less or more cash that is available than the most comparable GAAP measure. Free Cash Flow is not intended to represent residual cash flow for discretionary expenditures since debt repayment requirements and other non-discretionary expenditures are not deducted. These limitations are best addressed by considering the economic effects of the excluded items independently, and by considering these non-GAAP financial measures in conjunction with net income, operating income, diluted earnings per share and net cash provided by operating activities as calculated in accordance with GAAP.

The table below presents these non-GAAP measures with the most directly comparable GAAP measures.

			Three Months Ended September 30,												Nine Months Ended September 30,
(in millions, unless otherwise stated)			2025						2024						2025						2024
Net income			$	106					$	94					$	274					$	260
Net income margin			13.5		%				12.9		%				12.1		%				12.2		%
Adjusted EBITDA			$	217					$	183					$	575					$	487
Adjusted EBITDA margin			27.7		%				25.0		%				25.4		%				22.9		%
Adjusted Net Income			$	119					$	104					$	309					$	259
Adjusted Net Income margin			15.2		%				14.2		%				13.6		%				12.2		%
Diluted Earnings per Share			$	0.49					$	0.44					$	1.27					$	1.22
Adjusted Diluted Earnings Per Share			$	0.56					$	0.49					$	1.44					$	1.21
Net Cash provided by Operating Activities															$	456					$	394
Free Cash Flow															$	317					$	215

27

Adjusted EBITDA

The Company defines Adjusted EBITDA as net income adjusted for depreciation and amortization expense, interest expense, other expense (income), net, income tax expense, as well as stock-based compensation expense for equity-settled awards, material asset impairment charges and restructuring expenses, as applicable. Adjusted EBITDA margin is calculated as Adjusted EBITDA as a percentage of revenue.

The table below reconciles net income to Adjusted EBITDA.

			Three Months Ended September 30,												Nine Months Ended September 30,
(in millions, unless otherwise stated)			2025						2024						2025						2024
Net income			$	106					$	94					$	274					$	260
Depreciation and amortization expense			46						43						137						125
Interest expense			10						14						32						42
Other expense (income), net			—						—						7						(18)
Income tax expense			40						22						91						63
Stock-based compensation			15						10						36						16
Restructuring			—						—						(2)						(1)
Adjusted EBITDA			$	217					$	183					$	575					$	487
Revenue			$	783					$	731					$	2,264					$	2,131
Net income margin			13.5		%				12.9		%				12.1		%				12.2		%
Adjusted EBITDA margin			27.7		%				25.0		%				25.4		%				22.9		%

28

The table below reconciles segment operating income to segment Adjusted EBITDA.

			Three Months Ended September 30,												Nine Months Ended September 30,
(in millions, unless otherwise stated)			2025						2024						2025						2024
Industrial
Segment operating income			$	104					$	90					$	285					$	250
Depreciation and amortization expense			13						12						41						33
Stock-based compensation			6						4						14						6
Adjusted EBITDA			$	123					$	106					$	340					$	289
Revenue			$	343					$	317					$	989					$	926
Operating income margin			30.3		%				28.4		%				28.8		%				27.0		%
Adjusted EBITDA margin			35.9		%				33.4		%				34.4		%				31.2		%
Consumer
Segment operating income			$	44					$	37					$	110					$	92
Depreciation and amortization expense			20						20						59						59
Stock-based compensation			6						5						16						8
Restructuring			—						—						(2)						(1)
Adjusted EBITDA			$	70					$	62					$	183					$	158
Revenue			$	340					$	321					$	984					$	929
Operating income margin			12.9		%				11.5		%				11.2		%				9.9		%
Adjusted EBITDA margin			20.6		%				19.3		%				18.6		%				17.0		%
Software and Advisory
Segment operating income			$	8					$	3					$	9					$	5
Depreciation and amortization expense			13						11						37						33
Stock-based compensation			3						1						6						2
Adjusted EBITDA			$	24					$	15					$	52					$	40
Revenue			$	100					$	93					$	291					$	276
Operating income margin			8.0		%				3.2		%				3.1		%				1.8		%
Adjusted EBITDA margin			24.0		%				16.1		%				17.9		%				14.5		%
Adjusted EBITDA			$	217					$	183					$	575					$	487

Adjusted Net Income

The Company defines Adjusted Net Income as net income adjusted for other expense (income), net, stock-based compensation expense for equity-settled awards, material asset impairment charges and restructuring expenses, as applicable, adjusted to give effect to the income tax impact of such adjustments. Adjusted Net Income margin is calculated as Adjusted Net Income as a percentage of revenue.

29

The table below reconciles net income to Adjusted Net Income.

			Three Months Ended September 30,												Nine Months Ended September 30,
(in millions, unless otherwise stated)			2025						2024						2025						2024
Net income			$	106					$	94					$	274					$	260
Other expense (income), net			—						—						7						(18)
Stock-based compensation			15						10						36						16
Restructuring			—						—						(2)						(1)
Tax effect of adjustments(a)			(2)						—						(6)						2
Adjusted Net Income			$	119					$	104					$	309					$	259
Revenue			$	783					$	731					$	2,264					$	2,131
Net income margin			13.5		%				12.9		%				12.1		%				12.2		%
Adjusted Net Income margin			15.2		%				14.2		%				13.6		%				12.2		%

__________________

(a)The Company computed the tax effect of adjustments to net earnings by applying the statutory tax rate in the relevant jurisdictions to the taxable income or expense items that are adjusted in the period presented. If a valuation allowance exists, the rate applied is zero.

Adjusted Diluted Earnings Per Share

The Company defines Adjusted Diluted Earnings Per Share as diluted earnings per share attributable to stockholders of UL Solutions adjusted for other expense (income), net, stock-based compensation expense for equity-settled awards, material asset impairment charges and restructuring expenses, as applicable, adjusted to give effect to the income tax impact of such adjustments.

The table below reconciles diluted earnings per share to Adjusted Diluted Earnings Per Share.

			Three Months Ended September 30,												Nine Months Ended September 30,
			2025						2024						2025						2024
Diluted earnings per share			$	0.49					$	0.44					$	1.27					$	1.22
Other expense (income), net			—						—						0.03						(0.09)
Stock-based compensation			0.08						0.05						0.18						0.08
Restructuring			—						—						(0.01)						(0.01)
Tax effect of adjustments(a)			(0.01)						—						(0.03)						0.01
Adjusted Diluted Earnings Per Share			$	0.56					$	0.49					$	1.44					$	1.21

__________

(a)The Company computed the tax effect of adjustments to net earnings by applying the statutory tax rate in the relevant jurisdictions to the taxable income or expense items that are adjusted in the period presented. If a valuation allowance exists, the rate applied is zero.

Free Cash Flow

The Company defines Free Cash Flow as cash from operating activities less cash outlays related to capital expenditures. The Company defines capital expenditures to include purchases of property, plant and equipment and capitalized software. These items are subtracted from cash from operating activities because they represent long-term investments that are required for normal business activities.

The table below reconciles net cash provided by operating activities to Free Cash Flow.

			Nine Months Ended September 30,
(in millions)			2025						2024
Net cash provided by operating activities			$	456					$	394
Capital expenditures			(139)						(179)
Free Cash Flow			$	317					$	215

30

Liquidity and Capital Resources

Overview

The Company’s primary sources of liquidity are cash and cash equivalents on hand and short-term investments, cash flows from operating activities and cash borrowed under the 2025 Credit Facility. The Company believes the combination of cash and cash equivalents on hand and short-term investments, the generation of cash from operating activities, funds available under the 2025 Credit Facility, as well as the Company’s ability to access the capital markets provide sufficient liquidity to meet the Company’s cash requirements for working capital, capital expenditures, service of indebtedness and to address other needs for the next twelve months and the foreseeable future thereafter, as well as to finance acquisitions, make contributions to the Company’s pension and postretirement plans and pay dividends to stockholders, as the Company’s board of directors deems appropriate.

The Company’s cash flows from operations, borrowing availability and overall liquidity are subject to certain risks and uncertainties, including those referenced in the section titled “Risk Factors” in Part I Item 1A of the Company’s Annual Report on Form 10-K. In addition, the Company cannot predict whether or when it may enter into acquisitions, joint ventures or dispositions, make contributions to the Company’s pension and postretirement plans, pay dividends, or what impact any such transactions could have on the Company’s financial condition, results of operations or cash flows.

As of September 30, 2025, the Company had $255 million in cash and cash equivalents, $44 million in short-term investments, and $699 million of unused availability under the 2022 Credit Facility and access to an accordion feature permitting an increase in the 2022 Credit Facility by an aggregate amount of up to $625 million (of which up to $400 million may consist of term loans), subject to the consent of any lenders providing such increase, the absence of any default or event of default and entry into customary documentation with respect to such increase. Subsequent to the balance sheet date, the 2022 Credit Facility was replaced with the 2025 Credit Facility which provides for a $1.0 billion senior unsecured five-year multi-currency revolving credit facility and an accordion feature permitting an increase by an aggregate amount of up to $500 million, subject to the consent of any lenders providing such increase, the absence of any default or event of default and entry into customary documentation with respect to such increase.

Cash Flows

The following table is a summary of the Company’s cash flow activity:

			Nine Months Ended September 30,
(in millions)			2025						2024
Net cash provided by operating activities			$	456					$	394
Net cash used in investing activities			$	(183)					$	(175)
Net cash used in financing activities			$	(314)					$	(202)

Cash flows from operating activities

Net cash provided by operating activities was $456 million for the nine months ended September 30, 2025, an increase of $62 million compared to net cash provided by operating activities of $394 million for the same period in 2024. The increase was primarily driven by higher net income after non-cash adjustments due to business performance during the nine months ended September 30, 2025 compared to the same period in 2024 and employee contributions to the Company’s employee stock purchase plan which was not in place during the same period in 2024.

Cash flows from investing activities

Net cash used in investing activities was $183 million for the nine months ended September 30, 2025, an increase of $8 million compared to net cash used in investing activities of $175 million for the same period in 2024. The change was primarily driven by a $43 million increase in purchases of investments net of sales for the nine months ended September 30, 2025 compared to the same period in 2024 and proceeds from the divestiture of the Company’s payments testing business of $30 million for the nine months ended September 30, 2024. The change was partially offset by a $40 million decrease in capital expenditures and a $25 million decrease in cash paid for acquisitions compared to the same period in 2024.

31

Cash flows from financing activities

Net cash used in financing activities was $314 million for the nine months ended September 30, 2025, an increase of $112 million compared to net cash used in financing activities of $202 million for the same period in 2024. The change was primarily driven by a $90 million increase in repayments net of proceeds on the Company’s 2022 Credit Facility compared to the same period in 2024 and $14 million in employee taxes paid on settlement of stock-based compensation for the nine months ended September 30, 2025 which did not occur for the same period in 2024.

Capital Expenditures

The Company makes strategic investments in capital expenditures to enable growth by expanding testing capacity to meet increased demand, to enable new capabilities and product offerings and to increase the efficiency of the Company’s processes. Capital expenditures include the building and refurbishment of laboratories and office space, the replacement and upgrade of existing laboratory equipment at the end of its useful life, and investments in technology for internal-use and sale to customers through product development of new software functionality. Cash paid for capital expenditures decreased $40 million, to $139 million for the nine months ended September 30, 2025, compared to $179 million for the same period in 2024, which included construction of a new battery testing laboratory in Auburn Hills, Michigan.

Long-Term Debt

2022 Credit Facility

In January 2022, the Company entered into the 2022 Credit Facility with Bank of America, N.A. and certain other lenders, which provides for senior unsecured credit facilities in an aggregate principal amount of $1.25 billion, consisting of term loans and revolving loan commitments. The Company’s wholly owned subsidiary, UL LLC, a Delaware limited liability company (“UL LLC”), provides a guaranty of its obligations thereunder. As of September 30, 2025, the Company was in compliance with all covenants under the 2022 Credit Facility. As described below, in connection with the entry into the 2025 Credit Facility, the Company repaid in full all indebtedness and other obligations outstanding under, and terminated, the 2022 Credit Facility.

2025 Credit Facility

In October 2025, the Company entered into a Credit Agreement, by and among the Company and certain of its non-U.S. subsidiaries as co-borrowers (collectively, the “Borrowers”), Bank of America, N.A., as administrative agent, and the lenders party thereto.

The Credit Agreement provides for $1.0 billion senior unsecured five-year multi-currency revolving loan commitments, with a $25 million sub-limit for the issuance of letters of credit. The 2025 Credit Facility includes an accordion feature permitting an increase in the 2025 Credit Facility by an aggregate amount of up to $500 million, subject to the consent of any lenders providing such increase, the absence of any default or event of default and entry into customary documentation with respect to such increase. The Borrowers’ obligations (other than the Company’s) under the Credit Agreement are guaranteed by the Company.

On October 28, 2025, the Company borrowed $291 million under the 2025 Credit Facility. The initial borrowing was used to refinance the outstanding amounts under the 2022 Credit Facility. Additional amounts, if any, borrowed under the 2025 Credit Facility are anticipated to be used for general corporate purposes.

Borrowings under the 2025 Credit Facility bear interest at a rate per annum equal to, at the applicable Borrower’s option, (a) a specified benchmark rate for the applicable currency (which, in the case of U.S. Dollar loans, shall be the Term SOFR or Daily SOFR (in each case as defined in the Credit Agreement), at the applicable Borrower’s option), plus a margin that ranges from 0.875% to 1.375% per annum or (b) for U.S. Dollar loans made to the Company only, a base rate (which is equal to the highest of (i) the Bank of America prime rate, (ii) the U.S. federal funds rate plus 0.5% per annum, or (iii) the Term SOFR or Daily SOFR rate plus 1.0%) plus a margin that ranges from 0.0% to 0.375% per annum. The 2025 Credit Facility matures on October 28, 2030 and may be prepaid without fees or penalties, subject to reimbursement of the lenders’ customary breakage and redeployment costs in applicable cases.

The 2025 Credit Facility also includes a financial covenant, tested quarterly, which requires the Company to maintain a consolidated net leverage ratio of not greater than 3.5 to 1.0, calculated on a consolidated basis for each consecutive four fiscal quarter period, with an increase in the maintenance level to 4.0 to 1.0 for each of the four test periods immediately

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following any permitted acquisition that involves the payment of aggregate consideration in excess of $100 million, subject to a two fiscal quarter rest period between increases for separate acquisitions. The calculation of the consolidated net leverage ratio permits the netting of up to $250 million of unrestricted cash from funded debt.

The 2025 Credit Facility includes customary representations and warranties, covenants and events of default, subject to certain customary exceptions, materiality thresholds and grace periods. The covenants include, among other things, financial reporting, maintenance of line of business, notices of default and other material changes, as well as limitations on investments and acquisitions, mergers and transfers of all or substantially all assets, dividends and distributions, burdensome contracts with affiliates, liens and indebtedness. Future borrowings under the 2025 Credit Facility are subject to the satisfaction of customary conditions, including the absence of any default or event of default and the accuracy of representations and warranties.

Senior Notes

In October 2023, the Company issued $300 million in aggregate principal amount of 6.500% senior notes due 2028 (the “notes”). The notes are senior unsecured obligations of UL Solutions Inc. Borrowings under the notes bear a fixed interest rate of 6.500% per annum.

In connection with the issuance of the notes, the Company entered into a registration rights agreement on the same date. In September 2025, pursuant to the registration rights agreement, the Company completed an exchange offer, pursuant to which the Company exchanged all of the outstanding notes for new 6.500% senior notes due 2028 registered under the Securities Act of 1933, as amended (the “exchange notes”). The terms of the exchange notes are substantially the same as the notes. Subsequent to the balance sheet date, the Company entered into a Credit Agreement on October 28, 2025, and repaid in full all indebtedness and other obligations outstanding under, and terminated, the 2022 Credit Facility. In connection with such termination, the guaranty by UL LLC of the Company’s obligations under the 2022 Credit Facility and the notes was released. Refer to Item 1, Note 18, “Subsequent Events”.

Dividends

The Company increased the regular quarterly dividend to 13 cents per share beginning in the first quarter of 2025, an increase from the previous 12.5 cents per share. The Company will periodically assess the size of the regular quarterly dividend based on the Company’s dividend policy and certain factors described in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Dividends” in Part II Item 7 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. The Company cannot give any assurance that the Company will continue to declare dividends in any particular amounts, or at all, in the future.

In the three and nine months ended September 30, 2025, the Company paid dividends to stockholders of $26 million and $78 million, respectively. In the three and nine months ended September 30, 2024, the Company paid dividends to stockholders of $25 million and $75 million, respectively.

Contractual Obligations

The Company has purchase obligations related to agreements to purchase goods and services that are enforceable and legally binding, and that specify all significant terms, including the goods to be purchased or services to be rendered, the price at which the goods or services are to be rendered, and the timing of the transactions. Purchase obligations exclude liabilities that are included on the Company’s Condensed Consolidated Balance Sheets and include commitments for outsourced services, facilities, capital expenditures, cloud service arrangements and various other types of noncancelable contracts.

Refer to the Company’s consolidated financial statements for the year ended December 31, 2024 included in the Company’s Annual Report on Form 10-K for information about the Company’s noncancelable purchase obligations.

Recent Accounting Pronouncements

For a discussion of new accounting pronouncements recently adopted and not yet adopted, see Note 1 to the condensed consolidated financial statements included elsewhere in this Quarterly Report.

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Critical Accounting Policies and Estimates

The Company prepares its condensed consolidated financial statements in accordance with GAAP. While the majority of the Company’s revenue, expenses, assets and liabilities are not based on estimates, there are certain accounting principles that require management to make judgments and estimates regarding matters that are uncertain and susceptible to change. Critical accounting policies are defined as those policies that are reflective of significant judgments, estimates and uncertainties, which could potentially result in materially different results under different assumptions and conditions. Management regularly reviews the estimates and assumptions used in the preparation of the financial statements for reasonableness and adequacy. The Company’s estimates are based on historical experience, current conditions and various other assumptions that the Company believes to be reasonable under the circumstances. Actual results may differ from these estimates and assumptions. To the extent that there are differences between estimates and actual results, the Company’s future financial statement presentation, financial condition, results of operations and cash flows may be affected.

There have been no material changes to the Company’s critical accounting policies and estimates as described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts contained in this Quarterly Report may be forward-looking statements. Statements regarding the Company’s future results of operations and financial position, business strategy and plans and objectives of management for future operations, including, among others, statements regarding the Company’s expected growth, future capital expenditures and the Restructuring Plan are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “would,” “likely,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” “continues” and variations of these terms and similar expressions, or the negative of these terms or similar expressions (although not all forward-looking statements may contain such words). The Company cautions you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions and uncertainties that are difficult to predict. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements.

There are or will be important factors that could cause the Company’s actual results to differ materially from those indicated in these forward-looking statements, including, but not limited to, the following:

•any failure on the Company’s part to protect and maintain its brand and reputation, or the impact on its brand or reputation of third-party events or actions outside of its control;

•risks associated with the Company’s information technology and software, including those relating to any future data breach or other cybersecurity incident;

•the potential disruption of the TIC or S&A industries by technological advances in artificial intelligence;

•the Company’s ability to innovate, adapt to changing customer needs and successfully introduce new products and services in response to changes in the Company’s industries and technological advances;

•the Company’s ability to compete in its industries and the effects of increased competition from its competitors;

•risks associated with conducting business outside the United States, including those relating to fluctuations in foreign currency exchange rates; the imposition of tariffs and enhanced trade, import or export restrictions; and global, regional or political instability;

•risks associated with the Company’s operations in China, which subject the Company and UL-CCIC Company Limited, the Company’s joint venture with the China Certification & Inspection (Group) Co., Ltd. (“CCIC”), to China’s complex and rapidly evolving laws, which may be interpreted, applied or enforced inconsistently or in ways inconsistent with its current operations, as well as risks associated with the fact that the Chinese government has the power to exercise significant oversight and discretion over, and intervene in and influence, its business operations in China;

•the relationship between the United States and China and between the Company and CCIC, as well as changes in U.S. and Chinese regulations affecting the Company’s business operations in China;

•any failure on the Company’s part to attract, hire or retain its key employees, including its senior leadership and its skilled and trained engineering, technical and professional personnel;

•the level of the Company’s customers’ satisfaction and any failure on its part to properly and timely perform its services, meet its contractual obligations or fulfil its customers’ needs;

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•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 UL Standards & Engagement has over the Company, including pursuant to its rights under the Company’s amended and restated certificate of incorporation and the Stockholder Agreement with UL Standards & Engagement;

•natural disasters and other catastrophic events, including pandemics and the rapid spread of contagious illnesses;

•changes in tax laws in jurisdictions in which we operate or adverse outcomes resulting from examination of our or our affiliates tax returns;

•risks that the Company may be unable to implement the Restructuring Plan on the anticipated timing, that local law and consultation requirements, including for potential position eliminations, extends the restructuring process further in certain countries or causes the actual charges and expenditures that the Company incurs in connection with the restructuring plan, and the timing thereof, to differ materially from estimates, that the Company may incur other charges or cash expenditures not currently contemplated due to unanticipated events that may occur, including in connection with the implementation of the Restructuring Plan and that the Company may not be able to realize the anticipated benefits of the Restructuring Plan; and

•the other factors discussed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” herein and in the “Risk Factors” in Part I Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

The foregoing factors should not be construed as exhaustive and should be read together with the other cautionary statements included in the section titled “Risk Factors” in Part I Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 and the Company’s subsequent filings with the SEC. If one or more events related to these or other risks or uncertainties materialize, or if the Company’s underlying assumptions prove to be incorrect, actual results may differ materially from what the Company anticipates. Many of the important factors that will determine these results are beyond the Company’s ability to control or predict. Accordingly, you should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made, and, except as otherwise required by law, the Company does not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise. If the Company updates one or more forward-looking statements, no inference should be drawn that the Company will make additional updates with respect to those or other forward-looking statements. New factors emerge from time to time, and it is not possible for the Company to predict which will arise. In addition, the Company cannot assess the impact of each factor on the Company’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. All forward-looking statements attributable to the Company, or others acting on the Company’s behalf, are expressly qualified in their entirety by the cautionary statements above.

In addition, statements that “the Company believes” and similar statements reflect the Company’s beliefs and opinions on the relevant subject. These statements are based upon information available to the Company as of the date of this Quarterly Report, and while the Company believes such information forms a reasonable basis for such statements, such information may be limited or incomplete, and the Company’s statements should not be read to indicate that the Company has conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

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You should read this Quarterly Report and the documents that the Company references in this Quarterly Report with the understanding that the Company’s actual future results, levels of activity, performance and achievements may be materially different from what the Company expects.

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

The Company is exposed to market risk in the ordinary course of business. Market risk represents the risk of loss that may impact the Company’s financial position due to adverse changes in financial market prices and rates, such as interest and foreign currency exchange rates and equity prices. The Company’s market risk exposure is primarily a result of exposure to potential changes in interest rates or inflation and the resulting impact on investment income and interest expense. The Company does not hold financial instruments for trading purposes.

Interest Rate Risk

The Company’s operating results are subject to risk from interest rate fluctuations on its credit facilities, which carry variable interest rates. Borrowings under the 2022 Credit Facility bore interest at a rate per annum equal to, at the Company’s option, (a) in the case of U.S. dollar loans, the Term SOFR (as defined in the 2022 Credit Facility) plus a Secured Overnight Financing Rate (“SOFR”) adjustment of 0.1% plus a margin, and for all other currencies, a specified benchmark rate for the applicable currency plus, in certain instances, a specified spread adjustment plus a margin (loans with a rate based on this clause (a), “benchmark rate loans”) or (b) for U.S. dollar loans only, the base rate plus a margin (loans with a rate based on this clause (b), “base rate loans”). Borrowings under the 2025 Credit Facility bear interest at a rate per annum equal to, at the applicable Borrower’s option, (a) a specified benchmark rate for the applicable currency (which, in the case of U.S. Dollar loans, shall be the Term SOFR or Daily SOFR (in each case as defined in the Credit Agreement), at the applicable Borrower’s option), plus a margin that ranges from 0.875% to 1.375% per annum or (b) for U.S. Dollar loans made to the Company only, a base rate (which is equal to the highest of (i) the Bank of America prime rate, (ii) the U.S. federal funds rate plus 0.5% per annum, or (iii) the Term SOFR or Daily SOFR rate plus 1.0%) plus a margin that ranges from 0.0% to 0.375% per annum.

Because the Company’s borrowings bear interest at a variable rate, the Company is exposed to market risks relating to changes in interest rates. The Company is also exposed to interest rate risk associated with its cash and cash equivalents and short-term investments balances. The Company does not currently use derivative financial instruments in its investment portfolio.

During the first nine months of 2025, the variable interest rates applicable to both benchmark rate loans and base rate loans under the 2022 Credit Facility generally fluctuated in line with interest rate changes in the marketplace and are expected to continue fluctuating with any future Federal Reserve Board interest rate changes and future changes to the SOFR Index. In addition, increases in interest expense are considered with other expense increases that may be passed, in whole or in part, along to the Company’s customers; however, the Company does not expect increases in interest expenses to materially impact pricing strategy in the near term. The increased interest payments on the Company’s variable-rate debt are not material to the Company’s overall liquidity position and have not impacted, and are not expected to have an impact on, the Company’s ability to make timely payments under the 2025 Credit Facility or its other obligations. Furthermore, while interest rates impact management’s evaluation of capital expenditure projects, the overall cash flows required to support the Company’s planned investments have not been materially impacted. Thus, fluctuations in interest rates have not had a material impact on the Company’s financial condition.

The interest rates for the Company’s term loan and revolving credit facility as of September 30, 2025 were 5.26% and 5.34%, respectively, which were floating rates based on the Term SOFR (as defined in the 2022 Credit Facility) plus a SOFR adjustment of 0.10%. A hypothetical 100 basis point change in interest rates affecting the 2022 Credit Facility would result in a change to the annual interest expense of approximately $2 million, based on outstanding borrowings at September 30, 2025. A hypothetical 100 basis point change in interest rates affecting the Company’s cash and cash equivalents or short-term investments would not have a material impact on the Company’s financial statements. Notwithstanding the Company’s efforts to manage interest rate risk, there can be no assurances that the Company will be adequately protected against the risks associated with interest rate fluctuations.

Foreign Currency Risk

With global operations, the Company has foreign currency risk related to its revenues and expenses denominated in currencies other than the U.S. dollar, primarily the euro, the Chinese renminbi, the Japanese yen, the New Taiwan dollar, the Korean won, the British pound sterling, the Mexican peso and the Singapore dollar. Foreign currency gains (losses) are

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recorded in net income as transactions occur. Changes in exchange rates may substantially affect, either positively or negatively, the revenues and expenses, as expressed in U.S. dollars, of the Company’s foreign subsidiaries with functional currencies other than the U.S. dollar. Assuming a hypothetical change of 10% in the average foreign currency exchange rate for the nine months ended September 30, 2025, the effect on operating income would not be material. The Company is also subject to foreign currency exchange rate risk associated with the translation of local currencies of its foreign subsidiaries into U.S. dollars.

The Company’s results of operations are exposed to foreign currency exchange risk related to intercompany loan and operating balances between subsidiaries that are denominated in currencies other than the U.S. dollar, primarily the euro, Korean won and the Japanese yen. A transaction made in a currency that differs from the local entity’s functional currency is first remeasured at the entity’s functional currency. Subsequent foreign currency exchange rate changes result in foreign currency gains (losses) that are recognized in net income. If the transaction is already denominated in the entity’s functional currency, only the translation to U.S. dollar reporting is necessary. The remeasurement process required by GAAP for such intercompany loan and operating balances will give rise to foreign exchange gains (losses), which could materially impact the Company’s results of operations.

ITEM 4. Controls and Procedures

Evaluation of disclosure controls and procedures

The Company has conducted an evaluation, under the supervision and with the participation of management, including the Company’s principal executive officer and principal financial officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, the Company’s principal executive officer and principal financial officer concluded that, as of September 30, 2025, the Company’s disclosure controls and procedures were effective such that the information required to be disclosed in the Company’s SEC reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated to the Company’s management, including the Company’s principal executive officer and principal financial officer, as appropriate to allow for timely decisions regarding required disclosure.

Changes in Internal Controls Over Financial Reporting

No changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the quarter ended September 30, 2025, that have materially affected, or that are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. Legal Proceedings

The Company is, in the ordinary course of business, party to certain claims, litigation, audits and investigations. Discussion of these and other legal matters is incorporated by reference from Part I, Item 1, Note 15, “Commitments and Contingencies,” of this Quarterly Report and should be considered an integral part of Part II, Item 1, “Legal Proceedings.”

ITEM 1A. Risk Factors

See the section titled “Risk Factors” in Part I Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. There have been no material changes to the Company’s risk factors as previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

ITEM 5. Other Information

During the three months ended September 30, 2025, none of the Company’s directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Item 408 of Regulation S-K.

ITEM 6. Exhibits

Exhibit No.			Description
3.1			Amended and Restated Certificate of Incorporation of UL Solutions Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed with the SEC on April 17, 2024).
3.2			Amended and Restated Bylaws of UL Solutions Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Form 8-K filed with the SEC on April 17, 2024).
4.1			Indenture, dated as of August 5, 2025, between UL Solutions Inc. and Computershare Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.2 to the Company’s Form S-3ASR filed with the SEC on August 5, 2025).
10.1†			Amendment to Offer Letter, dated as of August 12, 2025, between UL LLC and Weifang Zhou (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on August 14, 2025).
10.2†			Amendment to Offer Letter, dated as of August 12, 2025, between UL Solutions Inc. and Alex Dadakis (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed with the SEC on August 14, 2025).
10.3†			Amendment to Amended and Restated Employment Contract, dated as of August 12, 2025, between UL International Demko A/S and Gitte Schjøtz (incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed with the SEC on August 14, 2025).
10.4			Credit Agreement, dated as of October 28, 2025, among UL Solutions Inc., UL International (UK) Limited, Underwriters Laboratories Holdings B.V., UL GmbH and UL International-Singapore Private Limited, as borrowers, Bank of America, N.A., as administrative agent, and the other agents and lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on October 28, 2025).
31.1*			Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*			Certification of Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**			Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**			Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101*			The following financial information from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, formatted in Inline Extensible Business Reporting Language (iXBRL) includes (i) the Condensed Consolidated Statements of Operations, (ii) the Condensed Consolidated Statements of Comprehensive Income; (iii) the Condensed Consolidated Balance Sheets; (iv) the Condensed Consolidated Statements of Stockholders’ Equity; (v) the Condensed Consolidated Statements of Cash Flows; and (vi) the Notes to Condensed Consolidated Financial Statements.
104*			Cover Page Interactive Data File (embedded within the iXBRL document).

* Filed herewith.

**Furnished herewith. The certifications attached as Exhibits 32.1 and 32.2 to this Quarterly Report are deemed furnished and not filed with the SEC and are not to be incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act, whether made before or after the date of this Quarterly Report, irrespective of any general incorporation language contained in such filing.

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† Indicates a management contract or compensatory plan or arrangement.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

						UL Solutions Inc.
Date: November 4, 2025
			By			/s/ Ryan D. Robinson
						Ryan D. Robinson
						Executive Vice President and Chief Financial Officer
						(Duly authorized officer and principal financial officer of the Registrant)

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FAQ

How did UL Solutions (ULS) perform in Q3 2025?

Revenue was $783 million (up from $731 million), operating income was $156 million, and diluted EPS was $0.49.

Which segments drove ULS’s Q3 2025 growth?

Industrial and Consumer led growth, with gains in Certification Testing, Ongoing Certification Services, and Non‑certification Testing; Software & Advisory also increased.

What changed in UL Solutions’ capital structure?

ULS entered a new $1.0 billion five‑year revolver and drew $291 million to refinance the 2022 credit facility.

What are the key cash flow and debt metrics year‑to‑date for ULS?

Operating cash flow was $456 million. Total debt was $547 million at September 30, 2025, down from $747 million at year‑end.

Why did ULS’s effective tax rate rise in Q3 2025?

The rate increased to 27.4%, primarily due to impacts of the OECD Pillar Two rules, including the Qualified Domestic Minimum Top‑up Tax.

What restructuring actions did UL Solutions announce?

An expense reduction plan with expected pre‑tax charges of $42–$47 million, largely in Q4 2025, to exit select non‑strategic lines.

Did ULS pay a dividend in Q3 2025?

Yes. The company paid a cash dividend of $0.13 per share in the quarter.