UL Solutions Q3 revenue rises 5.1% to $823M
The quarter's 5.1% revenue growth came alongside a 17.2% decline in Risk & Compliance Software revenue and an operating loss.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
10-Q
UL Solutions Inc. reported third-quarter 2026 revenue of $823 million, up 5.1% from $783 million a year earlier, and net income of $117 million versus $106 million. For the nine months ended September 30, 2026, revenue was $2.397 billion, up 5.9%, and net income was $469 million versus $274 million; the current period included a $191 million pretax gain from the EHS software divestiture.
Industrial and Consumer revenue increased in the quarter, while Risk & Compliance Software revenue fell 17.2% and the segment reported a $3 million operating loss, compared with $7 million of income a year earlier. Nine-month operating cash flow was $594 million versus $456 million; cash and cash equivalents were $1.016 billion at September 30, 2026.
UL Solutions acquired E&E on October 1, 2026, for approximately $686 million in cash. On October 30, 2026, it completed the sale of its approximately 28% DQS shareholding for approximately $117 million, subject to customary post-closing adjustments; it used sale proceeds to repay revolving credit borrowings, and total debt was $689 million after that use. The regular quarterly dividend rose to 14.5 cents per share from 13 cents beginning in the first quarter of 2026.
4 points · 0 major0 major · 1 point
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Moderate pointQuarterly revenue rose 5.1% to $823 million.
- Moderate pointThe EHS divestiture generated a $191 million pretax gain. 1.3% of market cap
- Minor pointNine-month revenue increased 5.9% to $2.397 billion.
- Minor pointThe quarterly dividend increased to 14.5 cents per share.
Negative
- Moderate pointRisk & Compliance Software revenue fell 17.2%; quarterly segment operating loss was $3 million.
Filing Explained
By
Key Figures
Third-quarter revenue: $823 million
Third-quarter net income: $117 million
Nine-month revenue: $2.397 billion
+5 more
8 metrics
Third-quarter revenue
$823 million
Three months ended September 30, 2026; $783 million in 2025
Third-quarter net income
$117 million
Three months ended September 30, 2026; $106 million in 2025
Nine-month revenue
$2.397 billion
Nine months ended September 30, 2026; $2.264 billion in 2025
Operating cash flow
$594 million
Nine months ended September 30, 2026; $456 million in 2025
E&E cash consideration
Approximately $686 million
Acquisition completed October 1, 2026
EHS divestiture pretax gain
$191 million
Recorded for the nine months ended September 30, 2026
DQS sale cash consideration
Approximately $117 million
Sale completed October 30, 2026, subject to customary post-closing adjustments
Regular quarterly dividend
14.5 cents per share
Increased from 13 cents per share beginning in the first quarter of 2026
Key Terms
Remaining Performance Obligations, Adjusted EBITDA, Free Cash Flow, Pillar Two
4 terms
Remaining Performance Obligations financial
"At September 30, 2026, the Company estimates that $120 million in revenue"
Remaining performance obligations are the work a company still needs to complete for its customers, like finishing a service or delivering a product. It’s important because it shows how much future income the company has coming in from current agreements, giving a clearer picture of its ongoing business.
Adjusted EBITDA financial
"The Company defines Adjusted EBITDA as net income adjusted for"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
Free Cash Flow financial
"The Company defines Free Cash Flow as cash from operating activities"
Free cash flow is the amount of money a company has left over after paying all its expenses and investing in its business, like buying equipment or updating facilities. It shows how much cash is available to reward shareholders, pay down debt, or save for future growth. This helps investors understand if a company is financially healthy and able to grow.
Pillar Two regulatory
"a framework of rules which impose a 15% corporate minimum tax"
Pillar Two is an international tax framework that sets a global minimum tax rate for large multinational companies and requires extra payments when profits booked in low-tax locations fall below that floor. For investors, it matters because it raises the likely tax bill, reduces after-tax earnings and cash available for dividends or reinvestment, and can change company valuations—think of it as a tax “price floor” that limits how much a firm can lower its effective tax rate.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What was ULS's revenue in the third quarter of 2026?
UL Solutions reported $823 million in revenue for the three months ended September 30, 2026, up 5.1% from $783 million in the same period of 2025. Organic revenue increased $55 million, or 7.0%, while acquisition and divestiture effects reduced revenue by $14 million.
How much net income did ULS report for the third quarter of 2026?
UL Solutions reported $117 million in net income for the three months ended September 30, 2026, compared with $106 million a year earlier. Net income attributable to UL Solutions stockholders was $108 million, compared with $100 million.
How much did ULS pay to acquire E&E?
UL Solutions acquired 100% of E&E for approximately $686 million in cash on October 1, 2026. E&E provides testing, compliance and certification services, and its results will be included in the Consumer segment beginning in the fourth quarter of 2026.
What happened to ULS's DQS investment?
UL Solutions completed the sale of its approximately 28% shareholding in DQS for approximately $117 million in cash on October 30, 2026, subject to customary post-closing adjustments. A portion was withheld for adjustments and indemnification obligations, and the company used sale proceeds to repay revolving credit borrowings.
What is ULS's quarterly dividend per share?
UL Solutions increased its regular quarterly dividend to 14.5 cents per share from 13 cents, beginning in the first quarter of 2026.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended September 30, 2026
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from ________ to _________
Commission file number 001-42012
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||||||||
(Address of Principal Executive Offices) | (Zip Code) | |||||||||||||
(847 ) 272-8800
Registrant’s telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit 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,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
x | Accelerated filer | o | |||||||||
Non-accelerated filer | o | Smaller reporting company | |||||||||
Emerging growth company | |||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
The registrant had outstanding 78,147,947 shares of Class A common stock, par value $0.001 per share, and 123,755,000 shares of Class B common stock, par value $0.001 per share, as of October 23, 2026.
| 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 | 39 | ||||
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) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Revenue | $ | $ | $ | $ | |||||||||||||||||||
| Cost of revenue | |||||||||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||||||||
| Restructuring | ( | ||||||||||||||||||||||
| Operating income | |||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Gain on divestiture | |||||||||||||||||||||||
| Other income (expense), net | ( | ||||||||||||||||||||||
| Income before income taxes | |||||||||||||||||||||||
| Income tax expense | |||||||||||||||||||||||
| Net income | |||||||||||||||||||||||
| Less: net income attributable to non-controlling interests | |||||||||||||||||||||||
| Net income attributable to stockholders of UL Solutions | $ | $ | $ | $ | |||||||||||||||||||
| Earnings per common share: | |||||||||||||||||||||||
| Basic | $ | $ | $ | $ | |||||||||||||||||||
| Diluted | $ | $ | $ | $ | |||||||||||||||||||
| Weighted average common shares outstanding: | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
The accompanying notes are an integral part of the Condensed Consolidated Financial Statements
2
| UL Solutions Inc. | ||
| Condensed Consolidated Statements of Comprehensive Income | ||
| (Unaudited) | ||
Condensed Consolidated Statements of Comprehensive Income
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Other comprehensive income, net of tax: | |||||||||||||||||||||||
| Pension and postretirement benefit plans, net of tax | |||||||||||||||||||||||
| Foreign currency translation gain (loss) | ( | ( | |||||||||||||||||||||
| Total other comprehensive income | |||||||||||||||||||||||
| Comprehensive income | |||||||||||||||||||||||
| Less: comprehensive income attributable to non-controlling interests | |||||||||||||||||||||||
| Comprehensive income attributable to stockholders of UL Solutions | $ | $ | $ | $ | |||||||||||||||||||
The accompanying notes are an integral part of the Condensed Consolidated Financial Statements
3
| UL Solutions Inc. | ||
| Condensed Consolidated Balance Sheets | ||
| (Unaudited) | ||
Condensed Consolidated Balance Sheets
| (in millions, except share and per share data) | September 30, 2026 | December 31, 2025 | |||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Accounts receivable, net of allowance of $ | |||||||||||
Contract assets, net of allowance of $ | |||||||||||
| Other current assets | |||||||||||
| Total current assets | |||||||||||
Property, plant and equipment, net of accumulated depreciation of $ | |||||||||||
| Goodwill | |||||||||||
Intangible assets, net of accumulated amortization of $ | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Deferred income taxes | |||||||||||
Capitalized software, net of accumulated amortization of $ | |||||||||||
| Other assets | |||||||||||
| Total Assets | $ | $ | |||||||||
| Liabilities and Stockholders’ Equity | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued compensation and benefits | |||||||||||
| Operating lease liabilities - current | |||||||||||
| Contract liabilities | |||||||||||
| Other current liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt | |||||||||||
| Pension and postretirement benefit plans | |||||||||||
| Operating lease liabilities | |||||||||||
| Other liabilities | |||||||||||
| Total Liabilities | |||||||||||
Commitments and contingencies (Note 17) | |||||||||||
| Stockholders’ equity: | |||||||||||
Class A common stock, $ | |||||||||||
Class B common stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Total stockholders’ equity before non-controlling interests | |||||||||||
| Non-controlling interests | |||||||||||
| Total Stockholders’ Equity | |||||||||||
| Total Liabilities and Stockholders’ Equity | $ | $ | |||||||||
The accompanying notes are an integral part of the Condensed Consolidated Financial Statements
4
| UL Solutions Inc. | ||
| Condensed Consolidated Statements of Stockholders’ Equity | ||
| (Unaudited) | ||
Condensed Consolidated Statements of Stockholders’ Equity
| (in millions, except per share data) | Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Non-controlling Interests | Total | |||||||||||||||||||||||||||||
| Balance at June 30, 2026 | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||
| Net income | — | — | — | ||||||||||||||||||||||||||||||||
| Other comprehensive income, net of tax | — | — | — | ||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||
Dividend to stockholders of UL Solutions ($ | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||
| Balance at September 30, 2026 | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||
| Net income | — | — | — | ||||||||||||||||||||||||||||||||
| Other comprehensive income, net of tax | — | — | — | ||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||
Dividends to stockholders of UL Solutions ($ | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||
| Dividend to non-controlling interest | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
| Balance at September 30, 2026 | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||
| Net income | — | — | — | ||||||||||||||||||||||||||||||||
| Other comprehensive income, net of tax | — | — | — | ||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||
Dividend to stockholders of UL Solutions ($ | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||
| Net income | — | — | — | ||||||||||||||||||||||||||||||||
| Other comprehensive income, net of tax | — | — | — | ||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||
Dividends to stockholders of UL Solutions ($ | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||
| Dividend to non-controlling interest | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||
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) | 2026 | 2025 | |||||||||
| Operating activities | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash flows provided by operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Gain on divestiture | ( | ||||||||||
| Stock-based compensation | |||||||||||
| Losses on foreign exchange transactions | |||||||||||
| Deferred income taxes | |||||||||||
| Other, net | |||||||||||
| Changes in assets and liabilities, excluding the effects of acquisitions and divestitures: | |||||||||||
| Accounts receivable | ( | ||||||||||
| Contract and other assets | ( | ( | |||||||||
| Accounts payable | ( | ( | |||||||||
| Accrued expenses | |||||||||||
| Pension and postretirement benefit plans | ( | ( | |||||||||
| Contract and other liabilities | |||||||||||
| Net cash flows provided by operating activities | |||||||||||
| Investing activities | |||||||||||
| Capital expenditures | ( | ( | |||||||||
| Acquisitions, net of cash acquired | ( | ( | |||||||||
| Proceeds from divestiture | |||||||||||
| Purchases of investments | ( | ||||||||||
| Sales of investments | |||||||||||
| Net cash flows provided by (used in) investing activities | ( | ||||||||||
| Financing activities | |||||||||||
| Proceeds from long-term debt | |||||||||||
| Repayments of long-term debt | ( | ( | |||||||||
| Dividends to stockholders of UL Solutions | ( | ( | |||||||||
| Dividends to non-controlling interest | ( | ( | |||||||||
| Employee taxes paid on settlement of stock-based compensation | ( | ( | |||||||||
| Other financing activities, net | ( | ( | |||||||||
| Net cash flows provided by (used in) financing activities | ( | ||||||||||
| Effect of exchange rate changes on cash and cash equivalents | ( | ( | |||||||||
| Net increase (decrease) in cash and cash equivalents | ( | ||||||||||
| Cash and cash equivalents | |||||||||||
| Beginning of period | |||||||||||
| End of period | $ | $ | |||||||||
| Supplemental disclosures of cash flow information | |||||||||||
| Cash paid during the period for interest | $ | $ | |||||||||
| Cash paid during the period for income taxes | |||||||||||
| Noncash investing and financing activities | |||||||||||
| Capital expenditures funded by liabilities | $ | $ | |||||||||
| Conversion of stock-based compensation awards to equity | |||||||||||
The accompanying notes are an integral part of the Condensed Consolidated Financial Statements
6
| UL Solutions Inc. | ||
| NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS | ||
| (Unaudited) | ||
Notes to the Condensed Consolidated Financial Statements
1. Significant Accounting Policies
Description of Business
UL Solutions Inc. (together with its consolidated subsidiaries, “UL Solutions” and the “Company,” unless the context otherwise requires) is a global safety science leader that provides independent third-party testing, inspection and certification services, advisory offerings and software solutions. 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.
Effective beginning in the first quarter of 2026, the Company reorganized its segments to be consistent with how the Chief Executive Officer currently evaluates business performance and allocates resources. The changes primarily related to the Company’s Advisory business, which was previously included within the Software and Advisory segment and is now included within the Industrial segment. As a result of the reorganization, the Software and Advisory segment was renamed “Risk & Compliance Software” and costs related to the Company’s corporate functions were reallocated across its segments. The prior period amounts within Note 8, “Goodwill” and Note 19, “Segment Information”, have been recast to reflect the Company’s segment reorganization. This reorganization had no impact on the Company’s consolidated financial position, results of operations or cash flows.
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, 2025 included in the Company’s Annual Report on Form 10-K. It is management’s opinion that these financial statements include all normal and recurring adjustments necessary for a fair statement of the Company’s results of operations, financial position and cash flows. Results of operations for any interim period are not necessarily indicative of future or annual results. The Company has reclassified certain amounts in prior period financial statements to conform to the current period’s presentation.
Recently Issued Accounting Standards – Not Adopted
In 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 expects to adopt the new annual disclosures as required for the year ending December 31, 2027 and the interim disclosures as required beginning with the first quarter of 2028. The application of this new guidance is not expected to have a material impact on the Company’s consolidated financial condition, results of operations, or cash flows, as the guidance pertains to disclosure only.
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.
In November 2025, the FASB issued ASU No. 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities. The amendments are intended to improve GAAP by establishing authoritative guidance on the accounting for government grants received by business entities. The amendments in ASU 2025-10 are effective for fiscal years beginning after December 15, 2028, and interim periods within those annual reporting periods, on either a modified prospective, modified retrospective 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) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Net income attributable to stockholders of UL Solutions | $ | $ | $ | $ | |||||||||||||||||||
| Basic weighted average common shares outstanding | |||||||||||||||||||||||
| Effect of dilutive securities | |||||||||||||||||||||||
| Diluted weighted average common shares outstanding | |||||||||||||||||||||||
| Basic earnings per share attributable to stockholders of UL Solutions | $ | $ | $ | $ | |||||||||||||||||||
| Diluted earnings per share attributable to stockholders of UL Solutions | $ | $ | $ | $ | |||||||||||||||||||
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) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Certification Testing | $ | $ | $ | $ | |||||||||||||||||||
| Ongoing Certification Services | |||||||||||||||||||||||
| Non-certification Testing and Other Services | |||||||||||||||||||||||
| Software | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
Contract Balances
The revenue recognized during the three and nine months ended September 30, 2026, that was included in contract liabilities at December 31, 2025, amounted to $23 million and $111 million, respectively. The revenue recognized during the three and nine months ended September 30, 2025, that was included in contract liabilities at December 31, 2024, amounted to $25 million and $112 million, respectively.
Remaining Performance Obligations
At September 30, 2026, the Company estimates that $120 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 69 % 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 agreements, which are typically recognized as the performance obligation is satisfied.
4. Acquisitions and Divestitures
Acquisitions
On October 1, 2026, the Company, through a wholly owned subsidiary, acquired 100 % of the issued share capital of Electrical and Electronics Testing LUX Holding SARL, a private limited liability company, and certain of its subsidiaries and related companies (“E&E”) for approximately $686 million in cash consideration. The E&E business provides testing, compliance and certification services that support global market access for electromagnetic compatibility and wireless testing, electrical safety, medical devices and other technologies. The acquisition adds laboratories and accreditations in EMEA, Asia
8
and the United States to UL Solutions’ global network. The results of operations of E&E will be included in the Consumer segment beginning in the fourth quarter of 2026. The Company is in the process of preparing the initial accounting for the business combination and therefore certain disclosures required under ASC 805, Business Combinations, have not been provided, including the provisional amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed.
In July 2026, the Company acquired 100 % of the outstanding stock of Evnia Consulting Firm Inc. (“Evnia”) for approximately $6 million in cash consideration (subject to customary post-closing adjustments). Evnia is a Canada-based company that provides extended producer responsibility management and environmental compliance services and its results of operations are included in the Risk & Compliance Software segment since the date of acquisition.
Divestiture
5. Other Income (Expense), net
The components of other income (expense), net are as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Foreign exchange gains (losses) | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||
| Interest income | |||||||||||||||||||||||
| Non-operating pension and postretirement benefit expense | ( | ( | ( | ||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | ( | ||||||||||||||||||
6. Fair Value of Financial Instruments
The carrying amount and fair value of the Company’s debt was as follows:
| September 30, 2026 | December 31, 2025 | ||||||||||||||||||||||
| (in millions) | Carrying Amount | Fair Value | Carrying Amount | Fair Value | |||||||||||||||||||
| Revolving credit facility | $ | $ | $ | $ | |||||||||||||||||||
| Senior notes | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
The fair value of the Company’s revolving credit facility reflects current market conditions and is primarily determined using broker quotes, which are Level 2 inputs in the fair value hierarchy. The fair value of the Company’s senior notes is estimated based on prevailing interest rates and trading activity, which are Level 2 inputs in the fair value hierarchy.
7. Investments in Equity Securities
The Company holds investments in equity securities of various companies, certain of which comprise less than 10% of the applicable company’s outstanding equity securities and are included within other assets in the Company’s Condensed Consolidated Balance Sheets. The Company accounts for these investments at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. The carrying amount of these investments was $33
9
In April 2026, the Company entered into a definitive agreement with an affiliate of Montagu, a private equity firm, and certain other parties to sell its approximately 28 % shareholding of DQS Holding GmbH (“DQS”), a global management system assessment company headquartered in Germany. On October 30, 2026, the Company completed the sale for approximately $117 million in cash consideration, subject to customary post-closing adjustments, a portion of which was withheld to cover such adjustments and certain indemnification obligations under the share purchase and transfer agreement. The sale resulted in a pre-tax gain of approximately $93 million, which will be recorded as non-operating income in the fourth quarter of 2026. Prior to the sale, the Company accounted for DQS using the equity method and DQS financial results are not consolidated within the Company’s financial statements. The carrying amount of the Company’s investment in DQS was $23 million and $22 million as of September 30, 2026 and December 31, 2025, respectively, and is included within other assets in the Company’s Condensed Consolidated Balance Sheets.
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 $246 million and $219 million and liabilities of $110 million and $94 million, inclusive of intercompany eliminations, were included in the Company’s Condensed Consolidated Balance Sheets at September 30, 2026 and December 31, 2025, respectively. On October 30, 2026, the Company entered into an amended and restated agreement with China Certification & Inspection (Group) Co., Ltd. to extend the term of UL-CCIC to January 12, 2037. The amendment and restatement of this agreement did not have a financial statement impact to the Company.
8. Goodwill
Changes in the carrying amount of goodwill for the nine months ended September 30, 2026 were as follows:
| (in millions) | Industrial | Consumer | Risk & Compliance Software | Total | |||||||||||||||||||
Balance at December 31, 2025(a)(b) | $ | $ | $ | $ | |||||||||||||||||||
| Acquisitions | |||||||||||||||||||||||
| Divestiture | ( | ( | |||||||||||||||||||||
| Effect of changes in foreign exchange rates | ( | ( | ( | ( | |||||||||||||||||||
Balance at September 30, 2026(a) | $ | $ | $ | $ | |||||||||||||||||||
(a)Net of accumulated impairment losses of $63 million as of September 30, 2026 and $137 million as of December 31, 2025.
(b)Effective beginning in the first quarter of 2026, the Company reorganized its segments to be consistent with how the Chief Executive Officer currently evaluates business performance and allocates resources. The amounts presented for the year ended December 31, 2025 have been recast to reflect the Company’s segment reorganization. Refer to Note 1, “Significant Accounting Policies” for further information.
9. Intangible Assets
The following table summarizes intangible assets:
| September 30, 2026 | December 31, 2025 | ||||||||||||||||||||||||||||||||||
| (in millions) | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | |||||||||||||||||||||||||||||
| Customer relationships | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||
| Intellectual property and patents | ( | ( | |||||||||||||||||||||||||||||||||
| Trademarks | ( | ( | |||||||||||||||||||||||||||||||||
| Total | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||
Intangible asset amortization was $4 million and $12 million for the three and nine months ended September 30, 2026, respectively, compared to $3 million and $9 million for the three and nine months ended September 30, 2025, respectively.
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10. Other Current Liabilities
The components of other current liabilities are as follows:
| (in millions) | September 30, 2026 | December 31, 2025 | |||||||||
| Accrued income taxes | $ | $ | |||||||||
| Accrued restructuring | |||||||||||
| Other | |||||||||||
| Total | $ | $ | |||||||||
11. 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) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||||||||||||||||||
| Service cost | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
| Interest cost | |||||||||||||||||||||||||||||||||||||||||||||||
| Expected return on plan assets | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||
| Amortization of net actuarial loss | |||||||||||||||||||||||||||||||||||||||||||||||
| Settlement losses | |||||||||||||||||||||||||||||||||||||||||||||||
| Net periodic benefit cost | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
12. Income Taxes
The effective tax rate for the three months ended September 30, 2026 was 26.9 %, which differed from the U.S. federal statutory tax rate of 21%, primarily due to foreign tax effects, Section 162(m) limitations on current year compensation deductions of certain executive officers, and state and local income taxes. The effective tax rate for the nine months ended September 30, 2026 was 25.3 %, which differed from the U.S. federal statutory tax rate of 21%, primarily due to state and local income taxes and foreign tax effects.
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 net of related foreign tax credits, and Section 162(m) limitations on current year compensation deductions of certain executive officers.
11
13. Long-Term Debt
The Company’s outstanding debt consisted of the following:
| (in millions) | Maturity Date | September 30, 2026 | December 31, 2025 | ||||||||||||||||||||
| Revolving credit facility | October 2030 | $ | $ | ||||||||||||||||||||
| Senior notes | October 2028 | ||||||||||||||||||||||
| Other | August 2033 | ||||||||||||||||||||||
| Total debt | |||||||||||||||||||||||
| Less: unamortized debt issuance costs | ( | ( | |||||||||||||||||||||
| Long-term debt | $ | $ | |||||||||||||||||||||
2025 Credit Facility
In October 2025, the Company entered into a credit agreement, by and among UL Solutions Inc. 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”). The Credit Agreement provides for a $1.0 billion senior unsecured five-year multi-currency revolving facility (collectively, and as amended, the “2025 Credit Facility”). The Borrowers’ obligations (other than the Company’s) under the Credit Agreement are guaranteed by the Company. As of September 30, 2026, the Company was in compliance with all covenants under the 2025 Credit Facility. The interest rate on the revolving credit facility was 5.87 % as of September 30, 2026 and 4.78 % as of December 31, 2025.
Senior Notes
14. Accumulated Other Comprehensive Loss
The following tables summarize the changes in accumulated other comprehensive loss.
| Three Months Ended September 30, 2026 | |||||||||||||||||||||||
| (in millions) | Foreign Currency Translation | Pension and Postretirement Plans | Total | ||||||||||||||||||||
| Balance at June 30, 2026, net of tax | $ | ( | $ | ( | $ | ( | |||||||||||||||||
| Amounts before reclassifications | |||||||||||||||||||||||
| Amounts reclassified out | ( | ( | |||||||||||||||||||||
| Total other comprehensive income, before tax | |||||||||||||||||||||||
| Tax effect | ( | ( | |||||||||||||||||||||
| Total other comprehensive income, net of tax | |||||||||||||||||||||||
| Balance at September 30, 2026, net of tax | $ | ( | $ | ( | $ | ( | |||||||||||||||||
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| Three Months Ended September 30, 2025 | |||||||||||||||||||||||
| (in millions) | Foreign Currency Translation | Pension and Postretirement Plans | Total | ||||||||||||||||||||
| Balance at June 30, 2025, net of tax | $ | ( | $ | ( | $ | ( | |||||||||||||||||
| Amounts before reclassifications | ( | ||||||||||||||||||||||
| Total other comprehensive (loss) income, before tax | ( | ||||||||||||||||||||||
| Tax effect | ( | ( | |||||||||||||||||||||
| Total other comprehensive (loss) income, net of tax | ( | ||||||||||||||||||||||
| Balance at September 30, 2025, net of tax | $ | ( | $ | ( | $ | ( | |||||||||||||||||
| Nine Months Ended September 30, 2026 | |||||||||||||||||||||||
| (in millions) | Foreign Currency Translation | Pension and Postretirement Plans | Total | ||||||||||||||||||||
| Balance at December 31, 2025, net of tax | $ | ( | $ | ( | $ | ( | |||||||||||||||||
| Amounts before reclassifications | ( | ||||||||||||||||||||||
| Amounts reclassified out | ( | ( | |||||||||||||||||||||
| Total other comprehensive (loss) income, before tax | ( | ||||||||||||||||||||||
| Tax effect | ( | ( | |||||||||||||||||||||
| Total other comprehensive (loss) income, net of tax | ( | ||||||||||||||||||||||
| Balance at September 30, 2026, net of tax | $ | ( | $ | ( | $ | ( | |||||||||||||||||
| Nine Months Ended September 30, 2025 | |||||||||||||||||||||||
| (in millions) | Foreign Currency Translation | Pension and Postretirement Plans | Total | ||||||||||||||||||||
| Balance at December 31, 2024, net of tax | $ | ( | $ | ( | $ | ( | |||||||||||||||||
| Amounts before reclassifications | |||||||||||||||||||||||
| Amounts reclassified out | ( | ( | |||||||||||||||||||||
| Total other comprehensive income, before tax | |||||||||||||||||||||||
| Tax effect | ( | ( | |||||||||||||||||||||
| Total other comprehensive income, net of tax | |||||||||||||||||||||||
| Balance at September 30, 2025, net of tax | $ | ( | $ | ( | $ | ( | |||||||||||||||||
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15. Stock-based Compensation
Stock-based compensation expense was as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Cost of revenue | $ | $ | $ | $ | |||||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||||||||
| Stock-based compensation expense | |||||||||||||||||||||||
| Income tax benefit | ( | ( | ( | ( | |||||||||||||||||||
| Stock-based compensation expense, net | $ | $ | $ | $ | |||||||||||||||||||
| Stock-based compensation expense by type of award | |||||||||||||||||||||||
| Restricted stock units | $ | $ | $ | $ | |||||||||||||||||||
| Performance share units | |||||||||||||||||||||||
| Stock options | |||||||||||||||||||||||
| Stock-settled stock appreciation rights | |||||||||||||||||||||||
| Employee stock purchase plan | |||||||||||||||||||||||
Cash-settled awards | |||||||||||||||||||||||
| Stock-based compensation expense | $ | $ | $ | $ | |||||||||||||||||||
CEO Special Performance Award
On June 1, 2026, the Company granted a target number of 200,120 performance share units (the “CEO Special Performance Award”) to Jennifer Scanlon, President and Chief Executive Officer. The CEO Special Performance Award is subject to both continued service and market-based vesting conditions. The market-based vesting conditions are based on two alternative metrics: (i) stock price appreciation and (ii) total shareholder return relative to the S&P 500 index. The number of Class A common shares issued may range from 0 % to a maximum potential value of 100 % of the award’s target value, based on satisfaction of the applicable vesting conditions. The total grant date fair value of approximately $14 million ($69.51 per share) was determined using a Monte Carlo simulation and will be recognized over the five-year term of the award. Compensation expense recognized for the CEO Special Performance Award in the three and nine months ended September 30, 2026 was immaterial.
16. Restructuring
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”). Inclusive of the charges recorded through the third quarter of 2026, the Company expects to incur pre-tax charges associated with the Restructuring Plan of approximately $40 million in the aggregate, consisting of approximately $32 million in cash charges relating to employee separation expenses and approximately $8 million in other cash charges, primarily relating to facility exits.
The Company has incurred total costs of $31 million related to employee separation expenses, $6 million related to facility exits and $1 million related to professional services in connection with the Restructuring Plan. The Company has incurred total costs of $27 million in Consumer, $9 million in Industrial, and $2 million in Risk & Compliance Software related to the Restructuring Plan. The Company anticipates the Restructuring Plan will be substantially completed by the end of the first quarter of 2027, with the remaining charges expected to be incurred throughout the remainder of the plan.
14
Charges related to the Restructuring Plan, as well as other qualifying restructuring expenses, are as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Employee separation expense adjustments | $ | $ | $ | ( | $ | ( | |||||||||||||||||
| Facility exits | |||||||||||||||||||||||
| Professional services | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | ( | ||||||||||||||||||
The following table summarizes the changes in the Company’s accrued restructuring balance:
| (in millions) | Employee separation expenses | Professional services | Total | ||||||||||||||||||||
| Liability balance as of December 31, 2025 | $ | $ | $ | ||||||||||||||||||||
| Restructuring | ( | ( | |||||||||||||||||||||
| Cash payments | ( | ( | ( | ||||||||||||||||||||
| Foreign exchange rate adjustment | ( | ( | |||||||||||||||||||||
| Liability balance as of September 30, 2026 | $ | $ | $ | ||||||||||||||||||||
The Company had a short-term liability for its restructuring activities of $9 million and $25 million as of September 30, 2026 and December 31, 2025, respectively, which is recorded within other current liabilities on the Condensed Consolidated Balance Sheets. The Company had a long-term liability for its restructuring activities of $0 and $5 million as of September 30, 2026, and December 31, 2025, respectively, which is recorded within other liabilities on the Condensed Consolidated Balance Sheets.
17. Commitments and Contingencies
On February 11, 2026, a putative class action complaint was filed against UL LLC, UL Solutions Inc., UL Standards and Engagement and UL Research Institutes (collectively, the “Defendants”) in the United States District Court for the Northern District of Illinois captioned John Martucci, on behalf of himself and the Putative Class v. Underwriters Laboratories Inc., et al., Case No. 1:26-cv-01561. The complaint alleges, among other things, that certain combination-listed single databus burglar and fire alarm system control units (the “Alarm Systems”) tested by the Defendants have defects that the Defendants concealed from and/or failed to disclose to consumers and that the Defendants listed the Alarm Systems as compliant with UL and National Fire Protection Association 72 standards when they were not compliant with such standards. The complaint seeks an order certifying a nationwide class and a New Jersey subclass; compensatory, actual, treble, statutory, punitive, and/or other damages; equitable relief, including restitution and disgorgement of profits; injunctive relief; declaratory relief; and pre- and post judgment interest, attorneys’ fees and costs. The Company currently believes the claims are without merit and intends to vigorously defend against this action. A reasonable estimate of the amount of any possible loss or range of loss cannot be made at this time.
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.
18. Related Party Transactions
In order to access the library of standards owned and maintained by UL Standards & Engagement, the Company incurred expenses of $5 16
15
The Company declared and paid regular cash dividends to stockholders of $18 54
19. Segment Information
The following table provides revenue, significant segment expenses and operating income (loss), by segment for the three months ended September 30, 2026 and 2025:
| Industrial | Consumer | Risk & Compliance Software | Total | ||||||||||||||||||||||||||||||||
| (in millions) | 2026 | 2025(a) | 2026 | 2025(a) | 2026 | 2025(a) | 2026 | 2025(a) | |||||||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Employee compensation | |||||||||||||||||||||||||||||||||||
| Services and materials | |||||||||||||||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||||||||||||||
| Restructuring | |||||||||||||||||||||||||||||||||||
| Operating income (loss) | $ | $ | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||
(a)Effective beginning in the first quarter of 2026, the Company reorganized its segments to be consistent with how the Chief Executive Officer currently evaluates business performance and allocates resources. The amounts presented for the three months ended September 30, 2025 have been recast to reflect the Company’s segment reorganization. Refer to Note 1, “Significant Accounting Policies” for further information.
The following table provides revenue, significant segment expenses and operating income, by segment for the nine months ended September 30, 2026 and 2025:
| Industrial | Consumer | Risk & Compliance Software | Total | ||||||||||||||||||||||||||||||||
| (in millions) | 2026 | 2025(a) | 2026 | 2025(a) | 2026 | 2025(a) | 2026 | 2025(a) | |||||||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Employee compensation | |||||||||||||||||||||||||||||||||||
| Services and materials | |||||||||||||||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||||||||||||||
| Restructuring | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Operating income | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
(a)Described in previous table.
Capital expenditures of the Company’s segments were as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (in millions) | 2026 | 2025(a) | 2026 | 2025(a) | |||||||||||||||||||
| Industrial | $ | $ | $ | $ | |||||||||||||||||||
| Consumer | |||||||||||||||||||||||
| Risk & Compliance Software | |||||||||||||||||||||||
| Total segments | |||||||||||||||||||||||
| Corporate | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
(a)Described in previous table.
16
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, 2026 and for the three and nine month periods ended September 30, 2026 and 2025, which are included in this Quarterly Report, as well as the Company’s audited consolidated financial statements for the year ended December 31, 2025 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, 2025. 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, advisory offerings and software solutions.
The Company reports its financial results through three segments: Industrial, Consumer and Risk & Compliance Software (“R&C Software”).
Effective beginning in the first quarter of 2026, the Company reorganized its segments to be consistent with how the Chief Executive Officer currently evaluates business performance and allocates resources. The changes primarily relate to the Company’s Advisory business, which was previously included within the Software and Advisory segment and is now included within the Industrial segment. As a result of the reorganization, the Software and Advisory segment was renamed “Risk & Compliance Software” and costs related to the Company’s corporate functions were reallocated across its segments. This reorganization had no impact on the Company’s consolidated financial position, results of operations or cash flows. The amounts presented for the three and nine months ended September 30, 2025 have been recast to reflect the Company’s segment reorganization.
Since January 1, 2025, the Company has completed the following acquisitions and divestiture, which impact the comparability of results between periods:
•On October 1, 2026, the Company, through a wholly owned subsidiary, acquired 100% of the issued share capital of Electrical and Electronics Testing LUX Holding SARL, a private limited liability company, and certain of its subsidiaries and related companies (“E&E”) for approximately $686 million in cash consideration (the “E&E Transaction”). The E&E business provides testing, compliance and certification services that support global market access for electromagnetic compatibility and wireless testing, electrical safety, medical devices and other technologies. The acquisition adds laboratories and accreditations in EMEA, Asia and the United States to UL Solutions’ global network. The results of operations of E&E will be included in the Consumer segment beginning in the fourth quarter of 2026.
•In July 2026, the Company acquired 100% of the outstanding stock of Evnia Consulting Firm Inc. (“Evnia”) for approximately $6 million in cash consideration (subject to customary post-closing adjustments). Evnia is a Canada-based company that provides extended producer responsibility management and environmental compliance services and its results of operations are included in the Risk & Compliance Software segment since the date of acquisition.
•On April 1, 2026, the Company completed the sale of its Employee Health and Safety (“EHS”) software business in the Company’s Risk & Compliance Software segment to an affiliate of Peak Rock Capital, a private investment firm. The purchase price was $201 million in cash consideration. The divestiture resulted in a pre-tax gain on sale of $191 million.
17
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
Sale of DQS Holding GmbH
In April 2026, the Company entered into a definitive agreement with an affiliate of Montagu, a private equity firm, and certain other parties to sell its approximately 28% shareholding of DQS Holding GmbH (“DQS”), a global management system assessment company headquartered in Germany. On October 30, 2026, the Company completed the sale for approximately $117 million in cash consideration, subject to customary post-closing adjustments, a portion of which was withheld to cover such adjustments and certain indemnification obligations under the share purchase and transfer agreement. The sale resulted in a pre-tax gain of approximately $93 million, which will be recorded as non-operating income in the fourth quarter of 2026. Prior to the sale, the Company accounted for DQS using the equity method and DQS financial results are not consolidated within the Company’s financial statements.
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 sold to customers.
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.
Restructuring
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”). Costs incurred in connection with the Company’s restructuring actions, including the Restructuring Plan, consist of employee-separation costs, facility exit costs, as well as professional services. Refer to Item 1, “Notes to the Condensed Consolidated Financial Statements”, Note 16, “Restructuring” for further details.
Operating Income
Operating income is calculated as revenue less cost of revenue, selling, general and administrative expenses and restructuring. 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 transaction and integration costs for 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.
Gain on Divestiture
Gain on divestiture consists of the gain recognized upon the sale of a business when the proceeds received exceed its carrying value.
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Other Income (Expense), net
Other income (expense), net consists primarily of non-operating gains and losses, including gains and losses related to foreign exchange transactions and the revaluation performed on designated balance sheet accounts, interest income and non-operating pension and postretirement benefit expenses.
Income Before Income Taxes
Income before income taxes is calculated as revenue less cost of revenue, selling, general and administrative expenses, restructuring, interest expense, gains on divestitures and other income (expense), net.
Income Tax Expense
Income tax expense consists of current and deferred federal and state taxes for the Company’s U.S. and foreign jurisdictions.
Net Income
Net income is calculated as revenue less cost of revenue, selling, general and administrative expenses, restructuring, interest expense, gains on divestitures, other income (expense), net and income tax expense. Net income margin is calculated as net income as a percentage of revenue.
Results of Operations
The following tables set forth the Company’s condensed consolidated results of operations for the periods presented.
Three Months Ended September 30, 2026 Compared to Three Months Ended September 30, 2025
| Three Months Ended September 30, | Change | ||||||||||||||||||||||||||||
| (in millions) | 2026 | % Revenue | 2025 | % Revenue | |||||||||||||||||||||||||
| Revenue | $ | 823 | N/A | $ | 783 | N/A | $ | 40 | |||||||||||||||||||||
| Cost of revenue | 400 | 48.6 | % | 389 | 49.7 | % | 11 | ||||||||||||||||||||||
| Selling, general and administrative expenses | 260 | 31.6 | % | 238 | 30.4 | % | 22 | ||||||||||||||||||||||
| Restructuring | 1 | 0.1 | % | — | — | % | 1 | ||||||||||||||||||||||
| Operating income | 162 | 19.7 | % | 156 | 19.9 | % | 6 | ||||||||||||||||||||||
| Interest expense | (6) | (0.7) | % | (10) | (1.3) | % | 4 | ||||||||||||||||||||||
| Other income, net | 4 | 0.5 | % | — | — | % | 4 | ||||||||||||||||||||||
| Income before income taxes | 160 | 19.4 | % | 146 | 18.6 | % | 14 | ||||||||||||||||||||||
| Income tax expense | 43 | 5.2 | % | 40 | 5.1 | % | 3 | ||||||||||||||||||||||
| Net income | $ | 117 | 14.2 | % | $ | 106 | 13.5 | % | 11 | ||||||||||||||||||||
Revenue
| Three Months Ended September 30, | |||||||||||||||||||||||
| (in millions) | 2026 | 2025 | Change | % Change | |||||||||||||||||||
| Industrial | $ | 410 | $ | 379 | $ | 31 | 8.2 | % | |||||||||||||||
| Consumer | 360 | 340 | 20 | 5.9 | % | ||||||||||||||||||
| Risk & Compliance Software | 53 | 64 | (11) | (17.2) | % | ||||||||||||||||||
| Total | $ | 823 | $ | 783 | $ | 40 | 5.1 | % | |||||||||||||||
Revenue increased by $40 million, or 5.1%, for the three months ended September 30, 2026, as compared to the same period in 2025. Revenue increased on an organic basis by $55 million, or 7.0%, due to growth across all segments in the third quarter of 2026, driven by the Industrial and Consumer segments in Certification Testing and Ongoing Certification Services revenue. Acquisition / Divestiture decreased revenue by $14 million, or 1.8%, due to the sale of the EHS software business in the Risk & Compliance Software segment.
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| Three Months Ended September 30, 2026 | |||||||||||||||||||||||||||||||||||
| (in millions) | Organic | Acquisition / Divestiture | FX | Total | Organic % Change | Total % Change | |||||||||||||||||||||||||||||
| Revenue change | |||||||||||||||||||||||||||||||||||
| Industrial | $ | 32 | $ | — | $ | (1) | $ | 31 | 8.4 | % | 8.2 | % | |||||||||||||||||||||||
| Consumer | 20 | — | — | 20 | 5.9 | % | 5.9 | % | |||||||||||||||||||||||||||
| Risk & Compliance Software | 3 | (14) | — | (11) | 4.7 | % | (17.2) | % | |||||||||||||||||||||||||||
| Total | $ | 55 | $ | (14) | $ | (1) | $ | 40 | 7.0 | % | 5.1 | % | |||||||||||||||||||||||
Cost of Revenue
Cost of revenue increased by $11 million, or 2.8%, for the three months ended September 30, 2026, as compared to the same period in 2025. On an organic basis, professional fees increased $5 million, related to outsourced labor associated with higher revenue and a laboratory relocation. Costs associated with employee compensation increased organically $4 million primarily due to the Company’s annual cash bonus plan, driven by expectations of improved performance compared to the prior year. In addition, depreciation and amortization increased organically $4 million related to software placed in service and the completion of additional laboratory capacity. Acquisition / Divestiture decreased cost of revenue by $5 million due to the sale of the EHS software business in the Risk & Compliance Software segment. Cost of revenue as a percentage of revenue declined by 110 basis points.
Selling, General and Administrative Expenses
Selling, general and administrative expenses increased by $22 million, or 9.2%, for the three months ended September 30, 2026, as compared to the same period in 2025. On an organic basis, costs associated with employee compensation increased $13 million primarily due to higher costs associated with performance share units of $7 million and the Company’s annual cash bonus plan of $5 million, driven by expectations of improved performance compared to the prior year. In addition, professional fees increased $4 million on an organic basis, in part due to strategic growth initiatives.
Restructuring
The Company did not incur material restructuring charges during either period presented. The Company anticipates the previously announced Restructuring Plan will be substantially completed by the end of the first quarter of 2027, with the remaining charges of approximately $2 million expected to be incurred throughout the remainder of the plan.
Interest Expense
Interest expense decreased by $4 million for the three months ended September 30, 2026, as compared to the same period in 2025. The decrease is primarily due to lower balances during most of the current period on the Company’s credit facilities. For additional information, refer to “—Liquidity and Capital Resources.”
Other Income, net
Other income, net increased by $4 million, in part due to net foreign exchange gains in the current period compared to net foreign exchange losses in the prior period primarily related to the strengthening of the Korean won against the U.S. dollar.
Income Tax Expense
The effective tax rate for the three months ended September 30, 2026 was 26.9%, which differed from the U.S. federal statutory tax rate of 21%, primarily due to foreign tax effects, Section 162(m) limitations on current year compensation deductions of certain executive officers, and state and local income taxes.
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 Section 162(m) limitations on current year compensation deductions of certain executive officers.
On January 5, 2026, the Organisation for Economic Co-operation and Development (“OECD”) released administrative guidance on Pillar Two (a framework of rules which impose a 15% corporate minimum tax and were enacted by several
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countries in which the Company operates prior to 2026). The administrative guidance mainly introduces a “side‑by‑side” arrangement that provides safe-harbors against certain aspects of the Pillar Two rules for multinational companies headquartered in countries having an eligible minimum tax system – most notably that of the U.S. Following formal global adoption by OECD member countries, the administrative guidance is effective for fiscal years beginning on or after January 1, 2026. The Company has determined there is no material impact to its consolidated financial statements for the periods presented and continues to monitor developments related to the OECD Pillar Two global minimum tax framework, additional administrative guidance that may be issued and the ultimate enactment of the guidance into local country legislation.
Nine Months Ended September 30, 2026 Compared to Nine Months Ended September 30, 2025
| Nine Months Ended September 30, | Change | ||||||||||||||||||||||||||||
| (in millions) | 2026 | % Revenue | 2025 | % Revenue | |||||||||||||||||||||||||
| Revenue | $ | 2,397 | N/A | $ | 2,264 | N/A | $ | 133 | |||||||||||||||||||||
| Cost of revenue | 1,176 | 49.1 | % | 1,148 | 50.7 | % | 28 | ||||||||||||||||||||||
| Selling, general and administrative expenses | 770 | 32.1 | % | 714 | 31.5 | % | 56 | ||||||||||||||||||||||
| Restructuring | 1 | — | % | (2) | (0.1) | % | 3 | ||||||||||||||||||||||
| Operating income | 450 | 18.8 | % | 404 | 17.8 | % | 46 | ||||||||||||||||||||||
| Interest expense | (18) | (0.8) | % | (32) | (1.4) | % | 14 | ||||||||||||||||||||||
| Gain on divestiture | 191 | 8.0 | % | — | — | % | 191 | ||||||||||||||||||||||
| Other income (expense), net | 5 | 0.2 | % | (7) | (0.3) | % | 12 | ||||||||||||||||||||||
| Income before income taxes | 628 | 26.2 | % | 365 | 16.1 | % | 263 | ||||||||||||||||||||||
| Income tax expense | 159 | 6.6 | % | 91 | 4.0 | % | 68 | ||||||||||||||||||||||
| Net income | $ | 469 | 19.6 | % | $ | 274 | 12.1 | % | 195 | ||||||||||||||||||||
Revenue
| Nine Months Ended September 30, | |||||||||||||||||||||||
| (in millions) | 2026 | 2025 | Change | % Change | |||||||||||||||||||
| Industrial | $ | 1,187 | $ | 1,092 | $ | 95 | 8.7 | % | |||||||||||||||
| Consumer | 1,040 | 984 | 56 | 5.7 | % | ||||||||||||||||||
| Risk & Compliance Software | 170 | 188 | (18) | (9.6) | % | ||||||||||||||||||
| Total | $ | 2,397 | $ | 2,264 | $ | 133 | 5.9 | % | |||||||||||||||
Revenue increased by $133 million, or 5.9%, for the nine months ended September 30, 2026, as compared to the same period in 2025. Revenue increased on an organic basis by $146 million, or 6.4%, due to organic growth across all segments in 2026, driven by the Industrial and Consumer segments in Ongoing Certification Services and Certification Testing revenue. FX increased revenue by $15 million, or 0.7%, primarily due to the relative strength of the Chinese renminbi and the euro, partially offset by the relative weakness of the Japanese yen. Acquisition / Divestiture decreased revenue by $28 million, or 1.2%, due to the sale of the EHS software business in the Risk & Compliance Software segment.
| Nine Months Ended September 30, 2026 | |||||||||||||||||||||||||||||||||||
| (in millions) | Organic | Acquisition / Divestiture | FX | Total | Organic % Change | Total % Change | |||||||||||||||||||||||||||||
| Revenue change | |||||||||||||||||||||||||||||||||||
| Industrial | $ | 87 | $ | — | $ | 8 | $ | 95 | 8.0 | % | 8.7 | % | |||||||||||||||||||||||
| Consumer | 50 | — | 6 | 56 | 5.1 | % | 5.7 | % | |||||||||||||||||||||||||||
| Risk & Compliance Software | 9 | (28) | 1 | (18) | 4.8 | % | (9.6) | % | |||||||||||||||||||||||||||
| Total | $ | 146 | $ | (28) | $ | 15 | $ | 133 | 6.4 | % | 5.9 | % | |||||||||||||||||||||||
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Cost of Revenue
Cost of revenue increased by $28 million, or 2.4%, for the nine months ended September 30, 2026, as compared to the same period in 2025. FX increased cost of revenue by $12 million, primarily due to the relative strength of the Chinese renminbi and the euro. On an organic basis, costs associated with performance-based incentives increased $10 million primarily due to the Company’s annual cash bonus plan, driven by expectations of improved performance compared to the prior year. Professional fees also increased organically $10 million, in part due to outsourced labor associated with higher revenue and a laboratory relocation. In addition, depreciation and amortization increased organically $9 million related to software placed in service and the completion of additional laboratory capacity. The increase was partially offset by a $5 million organic decrease in salary expenses, including headcount reductions from the Restructuring Plan. Acquisition / Divestiture also decreased cost of revenue by $11 million due to the sale of the EHS software business in the Risk & Compliance Software segment. Cost of revenue as a percentage of revenue declined by 160 basis points.
Selling, General and Administrative Expenses
Selling, general and administrative expenses increased by $56 million, or 7.8%, for the nine months ended September 30, 2026, as compared to the same period in 2025. On an organic basis, employee compensation expenses increased $28 million, primarily due to higher costs associated with performance share units of $16 million and the Company’s annual cash bonus plan of $13 million, driven by expectations of improved performance compared to the prior year. In addition, professional fees increased organically $10 million, in part due to expenses associated with higher sales volumes and strategic growth initiatives. Acquisition / Divestiture increased selling, general and administrative expenses by $7 million, primarily due to transaction costs related to the E&E Transaction. FX increased selling, general and administrative expenses by $5 million, primarily due to the relative strength of the euro and the Chinese renminbi.
Restructuring
The Company did not incur material restructuring charges during either period presented. The Company anticipates the previously announced Restructuring Plan will be substantially completed by the end of the first quarter of 2027, with the remaining charges of approximately $2 million expected to be incurred throughout the remainder of the plan.
Interest Expense
Interest expense decreased by $14 million for the nine months ended September 30, 2026, as compared to the same period in 2025. The decrease is primarily due to lower balances during most of the current period on the Company’s credit facilities. For additional information refer to “—Liquidity and Capital Resources.”
Gain on Divestiture
The Company recorded a $191 million gain on divestiture due to the sale of the EHS software business.
Other Income (Expense), net
Other income (expense), net increased by $12 million, in part due to an impairment on an equity investment in a non-consolidated affiliate in the prior period which did not reoccur in the current period and due to lower net foreign exchange losses primarily related to the strengthening of the euro against the U.S. dollar.
Income Tax Expense
The effective tax rate for the nine months ended September 30, 2026 was 25.3%, which differed from the U.S. federal statutory tax rate of 21%, primarily due to state and local income taxes and foreign tax effects.
The effective tax rate for the nine months ended September 30, 2025 was 24.9%, which differed from the U.S. federal statutory tax rate of 21%, primarily due to foreign tax effects, U.S. tax on Global Intangible Low Taxed Income net of related foreign tax credits, and Section 162(m) limitations on current year compensation deductions of certain executive officers.
On January 5, 2026, the Organisation for Economic Co-operation and Development (“OECD”) released administrative guidance on Pillar Two (a framework of rules which impose a 15% corporate minimum tax and were enacted by several countries in which the Company operates prior to 2026). The administrative guidance mainly introduces a “side‑by‑side” arrangement that provides safe-harbors against certain aspects of the Pillar Two rules for multinational companies
23
headquartered in countries having an eligible minimum tax system – most notably that of the U.S. Following formal global adoption by OECD member countries, the administrative guidance is effective for fiscal years beginning on or after January 1, 2026. The Company has determined there is no material impact to its consolidated financial statements for the periods presented and continues to monitor developments related to the OECD Pillar Two global minimum tax framework, additional administrative guidance that may be issued and the ultimate enactment of the guidance into local country legislation.
Industrial
The Industrial segment provides TIC and advisory 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 and asset 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) | 2026 | 2025 | Change | % Change | 2026 | 2025 | Change | % Change | |||||||||||||||||||||||||||||||||||||||
| Revenue | $ | 410 | $ | 379 | $ | 31 | 8.2 | % | $ | 1,187 | $ | 1,092 | $ | 95 | 8.7 | % | |||||||||||||||||||||||||||||||
| Employee compensation | 186 | 175 | 11 | 6.3 | % | 555 | 517 | 38 | 7.4 | % | |||||||||||||||||||||||||||||||||||||
| Services and materials | 86 | 80 | 6 | 7.5 | % | 257 | 236 | 21 | 8.9 | % | |||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | 17 | 15 | 2 | 13.3 | % | 49 | 47 | 2 | 4.3 | % | |||||||||||||||||||||||||||||||||||||
| Restructuring | 1 | — | 1 | — | % | 2 | — | 2 | — | % | |||||||||||||||||||||||||||||||||||||
| Segment operating income | $ | 120 | $ | 109 | $ | 11 | 10.1 | % | $ | 324 | $ | 292 | $ | 32 | 11.0 | % | |||||||||||||||||||||||||||||||
| Segment operating income margin | 29.3 | % | 28.8 | % | 27.3 | % | 26.7 | % | |||||||||||||||||||||||||||||||||||||||
| Three Months Ended September 30, 2026 | Nine Months Ended September 30, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||
| (in millions) | Organic | Acquisition/ Divestiture | FX | Total | Organic | Acquisition/ Divestiture | FX | Total | |||||||||||||||||||||||||||||||||||||||
| Revenue change | $ | 32 | $ | — | $ | (1) | $ | 31 | $ | 87 | $ | — | $ | 8 | $ | 95 | |||||||||||||||||||||||||||||||
| Segment operating income change | $ | 10 | $ | 1 | $ | — | $ | 11 | $ | 30 | $ | 2 | $ | — | $ | 32 | |||||||||||||||||||||||||||||||
Three Months Ended September 30, 2026 Compared to Three Months Ended September 30, 2025
Revenue
Revenue increased by $31 million, or 8.2%, for the three months ended September 30, 2026, as compared to the same period in 2025. On an organic basis, revenue increased $32 million, or 8.4%, due to growth in Ongoing Certification Services revenue of $16 million, driven by continued demand for materials and energy and automation. Certification Testing revenue also increased $14 million across most industries, in part due to continued demand for energy and automation.
Segment Operating Income
Segment operating income increased by $11 million, or 10.1%, for the three months ended September 30, 2026, as compared to the same period in 2025, primarily due to the $32 million increase in organic revenue noted above. This was partially offset by a $22 million organic increase in expenses, primarily due to higher employee compensation of $12 million related to higher costs associated with performance-based incentives, as well as base salary increases, and $4 million due to professional fees.
Nine Months Ended September 30, 2026 Compared to Nine Months Ended September 30, 2025
Revenue
Revenue increased by $95 million, or 8.7%, for the nine months ended September 30, 2026, as compared to the same period in 2025. On an organic basis, revenue increased $87 million, or 8.0%, due to growth in Ongoing Certification Services
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revenue of $45 million, driven by continued demand for materials and energy and automation. Certification Testing revenue also increased $35 million across most industries, in part due to continued demand for energy and automation. FX increased revenue by $8 million, or 0.7%, primarily due to the relative strength of the Chinese renminbi and the euro.
Segment Operating Income
Segment operating income increased by $32 million, or 11.0%, for the nine months ended September 30, 2026, as compared to the same period in 2025, primarily due to the $87 million increase in organic revenue noted above. This was partially offset by a $57 million organic increase in expenses, primarily due to higher employee compensation of $32 million related to higher costs associated with performance-based incentives, as well as base salary increases, and $12 million due to higher professional fees.
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. The primary services offered by this segment include safety certification testing, ongoing certification, global market access, testing for connectivity, performance and quality and critical systems advisory and training.
The following 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) | 2026 | 2025 | Change | % Change | 2026 | 2025 | Change | % Change | |||||||||||||||||||||||||||||||||||||||
| Revenue | $ | 360 | $ | 340 | $ | 20 | 5.9 | % | $ | 1,040 | $ | 984 | $ | 56 | 5.7 | % | |||||||||||||||||||||||||||||||
| Employee compensation | 194 | 192 | 2 | 1.0 | % | 571 | 570 | 1 | 0.2 | % | |||||||||||||||||||||||||||||||||||||
| Services and materials | 99 | 88 | 11 | 12.5 | % | 285 | 258 | 27 | 10.5 | % | |||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | 22 | 20 | 2 | 10.0 | % | 63 | 59 | 4 | 6.8 | % | |||||||||||||||||||||||||||||||||||||
| Restructuring | — | — | — | — | % | (1) | (2) | 1 | (50.0) | % | |||||||||||||||||||||||||||||||||||||
| Segment operating income | $ | 45 | $ | 40 | $ | 5 | 12.5 | % | $ | 122 | $ | 99 | $ | 23 | 23.2 | % | |||||||||||||||||||||||||||||||
| Segment operating income margin | 12.5 | % | 11.8 | % | 11.7 | % | 10.1 | % | |||||||||||||||||||||||||||||||||||||||
| Three Months Ended September 30, 2026 | Nine Months Ended September 30, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||
| (in millions) | Organic | Acquisition/ Divestiture | Total | Organic | Acquisition/ Divestiture | FX | Total | ||||||||||||||||||||||||||||||||||||||||
| Revenue change | $ | 20 | $ | — | $ | 20 | $ | 50 | $ | — | $ | 6 | $ | 56 | |||||||||||||||||||||||||||||||||
| Segment operating income change | $ | 8 | $ | (3) | $ | 5 | $ | 36 | $ | (11) | $ | (2) | $ | 23 | |||||||||||||||||||||||||||||||||
Three Months Ended September 30, 2026 Compared to Three Months Ended September 30, 2025
Revenue
Revenue increased by $20 million, or 5.9%, for the three months ended September 30, 2026, as compared to the same period in 2025. On an organic basis, revenue increased $20 million, or 5.9%, primarily due to growth in Non-certification Testing and Other Services of $8 million, driven primarily by demand for retail. Certification Testing revenue also increased $7 million, driven primarily by continued demand for consumer technology.
Segment Operating Income
Segment operating income increased by $5 million, or 12.5%, for the three months ended September 30, 2026, as compared to the same period in 2025, primarily due to the $20 million increase in organic revenue noted above. This was partially offset by a $12 million organic increase in expenses, primarily due to higher costs associated with performance-based incentives of $6 million and $4 million due to professional fees. The operating income increase was also due to a $4 million organic decrease in salary expenses, including headcount reductions from the Restructuring Plan. In addition, Acquisition / Divestiture transaction costs increased by $3 million, primarily due to the E&E Transaction.
25
Nine Months Ended September 30, 2026 Compared to Nine Months Ended September 30, 2025
Revenue
Revenue increased by $56 million, or 5.7%, for the nine months ended September 30, 2026, as compared to the same period in 2025. On an organic basis, revenue increased $50 million, or 5.1%, primarily due to growth in Certification Testing revenue of $22 million, driven primarily by continued demand for consumer technology. Ongoing Certification Services revenue also increased $13 million across most industries, in part due to continued demand for appliances and HVAC. Non-certification Testing and Other Services also increased $13 million, driven primarily by demand for retail. FX increased revenue by $6 million or 0.6%, primarily due to the relative strength of the Chinese renminbi and the euro, partially offset due to the relative weakness of the Japanese yen.
Segment Operating Income
Segment operating income increased by $23 million, or 23.2%, for the nine months ended September 30, 2026, as compared to the same period in 2025, primarily due to the $50 million increase in organic revenue noted above and a $13 million decrease in salary expense, including headcount reductions from the Restructuring Plan. This was partially offset by a $14 million organic increase in costs associated with performance-based incentives and a $6 million organic increase in professional fees. In addition, Acquisition / Divestiture transaction costs increased by $11 million, primarily due to the E&E Transaction.
Risk & Compliance Software
The R&C Software segment provides complementary software solutions that extend the value proposition of TIC services the Company offers. The software, data, and insight 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 R&C Software’s revenue and operating income for the periods presented:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| (in millions) | 2026 | 2025 | Change | % Change | 2026 | 2025 | Change | % Change | |||||||||||||||||||||||||||||||||||||||
| Revenue | $ | 53 | $ | 64 | $ | (11) | (17.2) | % | $ | 170 | $ | 188 | $ | (18) | (9.6) | % | |||||||||||||||||||||||||||||||
| Employee compensation | 40 | 41 | (1) | (2.4) | % | 118 | 127 | (9) | (7.1) | % | |||||||||||||||||||||||||||||||||||||
| Services and materials | 6 | 5 | 1 | 20.0 | % | 18 | 17 | 1 | 5.9 | % | |||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | 10 | 11 | (1) | (9.1) | % | 30 | 31 | (1) | (3.2) | % | |||||||||||||||||||||||||||||||||||||
| Segment operating (loss) income | $ | (3) | $ | 7 | $ | (10) | (142.9) | % | $ | 4 | $ | 13 | $ | (9) | (69.2) | % | |||||||||||||||||||||||||||||||
| Segment operating (loss) income margin | (5.7) | % | 10.9 | % | 2.4 | % | 6.9 | % | |||||||||||||||||||||||||||||||||||||||
| Three Months Ended September 30, 2026 | Nine Months Ended September 30, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||
| (in millions) | Organic | Acquisition/ Divestiture | Total | Organic | Acquisition/ Divestiture | FX | Total | ||||||||||||||||||||||||||||||||||||||||
| Revenue change | $ | 3 | $ | (14) | $ | (11) | $ | 9 | $ | (28) | $ | 1 | $ | (18) | |||||||||||||||||||||||||||||||||
| Segment operating income (loss) change | $ | (2) | $ | (8) | $ | (10) | $ | 6 | $ | (15) | $ | — | $ | (9) | |||||||||||||||||||||||||||||||||
Three Months Ended September 30, 2026 Compared to Three Months Ended September 30, 2025
Revenue
Revenue decreased by $11 million, or 17.2%, for the three months ended September 30, 2026, as compared to the same period in 2025. Acquisition / Divestiture decreased revenue by $14 million, or 21.9%, due to the sale of the EHS software business. On an organic basis, revenue increased $3 million, or 4.7%, driven by demand for software subscriptions, primarily for providing supply chain insights to the retail industry.
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Segment Operating (Loss) Income
Segment operating loss was $3 million for the three months ended September 30, 2026 compared to segment operating income of $7 million for the same period in 2025. The $10 million change was primarily due to an $8 million decrease in operating income from the divested EHS software business, partially offset by the $3 million increase in organic revenue noted above.
Nine Months Ended September 30, 2026 Compared to Nine Months Ended September 30, 2025
Revenue
Revenue decreased by $18 million, or 9.6%, for the nine months ended September 30, 2026, as compared to the same period in 2025. Acquisition / Divestiture decreased revenue by $28 million, or 14.9%, due to the sale of the EHS software business. On an organic basis, revenue increased $9 million, or 4.8%, driven by demand for software subscriptions, primarily for providing supply chain insights to the retail industry.
Segment Operating Income
Segment operating income decreased by $9 million for the nine months ended September 30, 2026, as compared to the same period in 2025. This was primarily due to a $15 million decrease in operating income from the divested EHS software business, partially offset by the $9 million increase in organic revenue noted above.
Non-GAAP Financial Measures
In addition to financial measures determined in accordance with accounting principles generally accepted in the United States of America (“GAAP”), 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, Free Cash Flow and Free Cash Flow margin. Management uses non-GAAP financial measures in addition to GAAP measures to understand and compare operating results across periods and for forecasting and other purposes. Management believes these non-GAAP financial measures provide useful information to investors and reflect results in a manner that enables, in some instances, more meaningful analysis of trends and facilitates comparison of results across periods. These measures are not financial measures calculated in accordance with GAAP and should not be considered as a substitute for net income, operating income, diluted earnings per share, net cash provided by operating activities or any other measure calculated in accordance with GAAP, and may not be comparable to similarly titled measures reported by other companies due to potential differences between the companies in calculations.
The Company uses Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Net Income, Adjusted Net Income margin and Adjusted Diluted Earnings Per Share to measure the operational strength and performance of its business and believes these measures provide additional information to investors about certain non-cash items and unusual items that the Company does not expect to continue at the same level in the future. Further, management believes these non-GAAP financial measures provide a meaningful measure of business performance. The Company uses Free Cash Flow and Free Cash Flow margin as additional liquidity measures and believes they provide useful information to investors about the cash generated from the Company’s core operations that may be available to repay debt, make other investments and return cash to stockholders.
There are material limitations to using these non-GAAP financial measures. Adjusted EBITDA does not take into account certain significant items, including depreciation and amortization, interest expense, gains on divestitures, other (income) expense, net, income tax expense, stock-based compensation expense for equity-settled awards, material asset impairment charges and restructuring expenses which directly affect the Company’s net income, as applicable. Adjusted Net Income and Adjusted Diluted Earnings Per Share do not take into account certain significant items, including gains on divestitures, other (income) expense, net, stock-based compensation expense for equity-settled awards, material asset impairment charges and restructuring expenses which directly affect the Company’s net income and diluted earnings per share, as applicable. Free Cash Flow adjusts for cash items that are ultimately within management’s discretion to direct, and therefore, may imply that there is less or more cash that is available than the most comparable GAAP measure. Free Cash Flow is not intended to represent residual cash flow for discretionary expenditures since debt repayment requirements and other non-discretionary expenditures are not deducted. These limitations are best addressed by considering the economic effects of the excluded items independently, and by considering these non-GAAP financial measures in conjunction with net income, operating income, diluted earnings per share and net cash provided by operating activities as calculated in accordance with GAAP.
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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) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Net income | $ | 117 | $ | 106 | $ | 469 | $ | 274 | |||||||||||||||
| Net income margin | 14.2 | % | 13.5 | % | 19.6 | % | 12.1 | % | |||||||||||||||
| Adjusted EBITDA | $ | 235 | $ | 217 | $ | 651 | $ | 575 | |||||||||||||||
| Adjusted EBITDA margin | 28.6 | % | 27.7 | % | 27.2 | % | 25.4 | % | |||||||||||||||
| Adjusted Net Income | $ | 135 | $ | 119 | $ | 372 | $ | 309 | |||||||||||||||
| Adjusted Net Income margin | 16.4 | % | 15.2 | % | 15.5 | % | 13.6 | % | |||||||||||||||
| Diluted Earnings per Share | $ | 0.53 | $ | 0.49 | $ | 2.19 | $ | 1.27 | |||||||||||||||
| Adjusted Diluted Earnings Per Share | $ | 0.62 | $ | 0.56 | $ | 1.72 | $ | 1.44 | |||||||||||||||
| Net Cash provided by Operating Activities | $ | 594 | $ | 456 | |||||||||||||||||||
| Net cash provided by operating activities margin | 24.8 | % | 20.1 | % | |||||||||||||||||||
| Free Cash Flow | $ | 395 | $ | 317 | |||||||||||||||||||
| Free Cash Flow margin | 16.5 | % | 14.0 | % | |||||||||||||||||||
Adjusted EBITDA
The Company defines Adjusted EBITDA as net income adjusted for depreciation and amortization expense, interest expense, gains on divestitures, other (income) expense, net, income tax expense, as well as stock-based compensation expense for equity-settled awards, material asset impairment charges and restructuring expenses, as applicable. Adjusted EBITDA margin is calculated as Adjusted EBITDA as a percentage of revenue.
The table below reconciles net income to Adjusted EBITDA.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (in millions, unless otherwise stated) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Net income | $ | 117 | $ | 106 | $ | 469 | $ | 274 | |||||||||||||||
| Depreciation and amortization expense | 49 | 46 | 142 | 137 | |||||||||||||||||||
| Interest expense | 6 | 10 | 18 | 32 | |||||||||||||||||||
| Gain on divestiture | — | — | (191) | — | |||||||||||||||||||
| Other (income) expense, net | (4) | — | (5) | 7 | |||||||||||||||||||
| Income tax expense | 43 | 40 | 159 | 91 | |||||||||||||||||||
| Stock-based compensation | 23 | 15 | 58 | 36 | |||||||||||||||||||
| Restructuring | 1 | — | 1 | (2) | |||||||||||||||||||
| Adjusted EBITDA | $ | 235 | $ | 217 | $ | 651 | $ | 575 | |||||||||||||||
| Revenue | $ | 823 | $ | 783 | $ | 2,397 | $ | 2,264 | |||||||||||||||
| Net income margin | 14.2 | % | 13.5 | % | 19.6 | % | 12.1 | % | |||||||||||||||
| Adjusted EBITDA margin | 28.6 | % | 27.7 | % | 27.2 | % | 25.4 | % | |||||||||||||||
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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) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Industrial | |||||||||||||||||||||||
| Segment operating income | $ | 120 | $ | 109 | $ | 324 | $ | 292 | |||||||||||||||
| Depreciation and amortization expense | 17 | 15 | 49 | 47 | |||||||||||||||||||
| Stock-based compensation | 10 | 7 | 26 | 15 | |||||||||||||||||||
| Restructuring | 1 | — | 2 | — | |||||||||||||||||||
| Adjusted EBITDA | $ | 148 | $ | 131 | $ | 401 | $ | 354 | |||||||||||||||
| Revenue | $ | 410 | $ | 379 | $ | 1,187 | $ | 1,092 | |||||||||||||||
| Operating income margin | 29.3 | % | 28.8 | % | 27.3 | % | 26.7 | % | |||||||||||||||
| Adjusted EBITDA margin | 36.1 | % | 34.6 | % | 33.8 | % | 32.4 | % | |||||||||||||||
| Consumer | |||||||||||||||||||||||
| Segment operating income | $ | 45 | $ | 40 | $ | 122 | $ | 99 | |||||||||||||||
| Depreciation and amortization expense | 22 | 20 | 63 | 59 | |||||||||||||||||||
| Stock-based compensation | 10 | 7 | 25 | 17 | |||||||||||||||||||
| Restructuring | — | — | (1) | (2) | |||||||||||||||||||
| Adjusted EBITDA | $ | 77 | $ | 67 | $ | 209 | $ | 173 | |||||||||||||||
| Revenue | $ | 360 | $ | 340 | $ | 1,040 | $ | 984 | |||||||||||||||
| Operating income margin | 12.5 | % | 11.8 | % | 11.7 | % | 10.1 | % | |||||||||||||||
| Adjusted EBITDA margin | 21.4 | % | 19.7 | % | 20.1 | % | 17.6 | % | |||||||||||||||
| Risk & Compliance Software | |||||||||||||||||||||||
| Segment operating (loss) income | $ | (3) | $ | 7 | $ | 4 | $ | 13 | |||||||||||||||
| Depreciation and amortization expense | 10 | 11 | 30 | 31 | |||||||||||||||||||
| Stock-based compensation | 3 | 1 | 7 | 4 | |||||||||||||||||||
| Adjusted EBITDA | $ | 10 | $ | 19 | $ | 41 | $ | 48 | |||||||||||||||
| Revenue | $ | 53 | $ | 64 | $ | 170 | $ | 188 | |||||||||||||||
| Operating (loss) income margin | (5.7) | % | 10.9 | % | 2.4 | % | 6.9 | % | |||||||||||||||
| Adjusted EBITDA margin | 18.9 | % | 29.7 | % | 24.1 | % | 25.5 | % | |||||||||||||||
| Adjusted EBITDA | $ | 235 | $ | 217 | $ | 651 | $ | 575 | |||||||||||||||
Adjusted Net Income
The Company defines Adjusted Net Income as net income adjusted for gains on divestitures, other (income) expense, 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.
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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) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Net income | $ | 117 | $ | 106 | $ | 469 | $ | 274 | |||||||||||||||
| Gain on divestiture | — | — | (191) | — | |||||||||||||||||||
| Other (income) expense, net | (4) | — | (5) | 7 | |||||||||||||||||||
| Stock-based compensation | 23 | 15 | 58 | 36 | |||||||||||||||||||
| Restructuring | 1 | — | 1 | (2) | |||||||||||||||||||
Tax effect of adjustments(a) | (2) | (2) | 40 | (6) | |||||||||||||||||||
| Adjusted Net Income | $ | 135 | $ | 119 | $ | 372 | $ | 309 | |||||||||||||||
| Revenue | $ | 823 | $ | 783 | $ | 2,397 | $ | 2,264 | |||||||||||||||
| Net income margin | 14.2 | % | 13.5 | % | 19.6 | % | 12.1 | % | |||||||||||||||
| Adjusted Net Income margin | 16.4 | % | 15.2 | % | 15.5 | % | 13.6 | % | |||||||||||||||
(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 gains on divestitures, other (income) expense, 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, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Diluted earnings per share | $ | 0.53 | $ | 0.49 | $ | 2.19 | $ | 1.27 | |||||||||||||||
| Gain on divestiture | — | — | (0.94) | — | |||||||||||||||||||
| Other (income) expense, net | (0.02) | — | (0.02) | 0.03 | |||||||||||||||||||
| Stock-based compensation | 0.11 | 0.08 | 0.28 | 0.18 | |||||||||||||||||||
| Restructuring | 0.01 | — | 0.01 | (0.01) | |||||||||||||||||||
Tax effect of adjustments(a) | (0.01) | (0.01) | 0.20 | (0.03) | |||||||||||||||||||
| Adjusted Diluted Earnings Per Share | $ | 0.62 | $ | 0.56 | $ | 1.72 | $ | 1.44 | |||||||||||||||
(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. Free Cash Flow margin is calculated as Free Cash Flow as a percentage of revenue.
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The table below reconciles net cash provided by operating activities to Free Cash Flow.
| Nine Months Ended September 30, | |||||||||||
| (in millions) | 2026 | 2025 | |||||||||
| Net cash provided by operating activities | $ | 594 | $ | 456 | |||||||
| Capital expenditures | (199) | (139) | |||||||||
| Free Cash Flow | $ | 395 | $ | 317 | |||||||
| Revenue | $ | 2,397 | $ | 2,264 | |||||||
| Net cash provided by operating activities margin | 24.8 | % | 20.1 | % | |||||||
| Free Cash Flow margin | 16.5 | % | 14.0 | % | |||||||
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 available to be borrowed under the 2025 Credit Facility (as defined below). 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, and the Company’s ability to access the capital markets provide sufficient liquidity to meet the Company’s cash requirements for working capital, capital expenditures, service of indebtedness and to address other needs for the next twelve months and the foreseeable future thereafter, as well as to finance acquisitions, make contributions to the Company’s pension and postretirement plans and pay dividends to stockholders, as the Company’s board of directors deems appropriate.
The Company’s cash flows from operations, borrowing availability and overall liquidity are subject to certain risks and uncertainties, including those referenced in the section titled “Risk Factors” in Part I Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. 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, 2026, the Company had $1,016 million in cash and cash equivalents and $531 million of unused availability under the 2025 Credit Facility and access to 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 1, 2026, the Company completed the E&E Transaction for approximately $686 million in cash consideration.
On October 30, 2026, the Company completed the sale of its shareholding in DQS Holding GmbH for approximately $117 million in cash consideration, subject to customary post-closing adjustments, a portion of which was withheld to cover such adjustments and certain indemnification obligations under the share purchase and transfer agreement. The Company used the proceeds from the sale to repay outstanding amounts under its revolving credit facility. As of October 30, 2026, after use of the sale proceeds, total debt was $689 million, prior to unamortized debt issuance costs.
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Cash Flows
The following table is a summary of the Company’s cash flow activity:
| Nine Months Ended September 30, | |||||||||||
| (in millions) | 2026 | 2025 | |||||||||
| Net cash provided by operating activities | $ | 594 | $ | 456 | |||||||
| Net cash provided by (used in) investing activities | $ | 4 | $ | (183) | |||||||
| Net cash provided by (used in) financing activities | $ | 128 | $ | (314) | |||||||
Cash flows from operating activities
Net cash provided by operating activities was $594 million for the nine months ended September 30, 2026, an increase of $138 million compared to net cash provided by operating activities of $456 million for the same period in 2025. The increase was primarily driven by higher net income after non-cash adjustments due to business performance, timing of payments made to suppliers and higher contract liabilities as a result of increased customer deposits.
Cash flows from investing activities
Net cash provided by investing activities was $4 million for the nine months ended September 30, 2026, an increase of $187 million compared to net cash used in investing activities of $183 million for the same period in 2025. The increase in cash provided by investing activities was primarily driven by $199 million in proceeds from the divestiture of the Company’s EHS software business during the current period and $58 million in purchases of investments in the prior period, partially offset by a $60 million increase in capital expenditures compared to the same period in 2025.
Cash flows from financing activities
Net cash provided by financing activities was $128 million for the nine months ended September 30, 2026, an increase of $442 million compared to net cash used in financing activities of $314 million for the same period in 2025. The increase in cash provided by financing activities was primarily driven by a $472 million increase in proceeds net of repayments on the Company’s credit facilities primarily used to fund the E&E Transaction, and a $19 million increase in employee taxes paid on settlement of stock-based compensation compared to the same period in 2025.
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 and IT equipment at the end of its useful life, and investments in technology for internal-use and sale to customers through product development of new software and enhancements of existing software. Cash paid for capital expenditures increased $60 million, to $199 million for the nine months ended September 30, 2026, compared to $139 million for the same period in 2025.
Long-Term Debt
2025 Credit Facility
In October 2025, the Company entered into a credit agreement, by and among UL Solutions Inc. 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”). The Credit Agreement provides for a $1.0 billion senior unsecured five-year multi-currency revolving facility (collectively, and as amended, the “2025 Credit Facility”). The Borrowers’ obligations (other than the Company’s) under the Credit Agreement are guaranteed by the Company. As of September 30, 2026, the Company was in compliance with all covenants under the 2025 Credit Facility.
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Senior Notes
The Company has outstanding $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.
Dividends
The Company increased the regular quarterly dividend to 14.5 cents per share beginning in the first quarter of 2026, an increase from the previous 13 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, 2025. 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, 2026, the Company paid dividends to stockholders of $29 million and $88 million, respectively. In the three and nine months ended September 30, 2025, the Company paid dividends to stockholders of $26 million and $78 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, 2025 included in the Company’s Annual Report on Form 10-K for information about the Company’s noncancelable purchase obligations.
As of September 30, 2026, the Company was committed to acquire E&E for approximately $686 million in cash, which the Company funded on October 1, 2026 with cash on hand, including borrowings under the 2025 Credit Facility. See “—Recent Developments” and “—Liquidity and Capital Resources—Overview.”
Recent Accounting Pronouncements
For a discussion of new accounting pronouncements recently adopted and not yet adopted, see Note 1 to the condensed consolidated financial statements included elsewhere in this Quarterly Report.
Critical Accounting Policies and Estimates
The Company prepares its condensed consolidated financial statements in accordance with GAAP. While the majority of the Company’s revenue, expenses, assets and liabilities are not based on estimates, there are certain accounting principles that require management to make judgments and estimates regarding matters that are uncertain and susceptible to change. Critical accounting policies are defined as those policies that are reflective of significant judgments, estimates and uncertainties, 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, 2025.
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
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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, including the Company’s estimates of the charges and expenditures in connection therewith and the timing thereof and the Company’s estimates of the benefits of such Restructuring Plan, and statements regarding the Company’s acquisitions, divestitures and other strategic transactions, including expected timing, closing, proceeds, financing, synergies and financial impact, 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 expressed or implied 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 industries in which the Company operates by technological advances in artificial intelligence;
•the Company’s ability to innovate, adapt to changing customer needs and successfully introduce new products and services in response to changes in the Company’s industries and technological advances;
•the Company’s ability to compete in its industries and the effects of increased competition from its competitors;
•risks associated with conducting business outside the United States, including those relating to fluctuations in foreign currency exchange rates; the imposition of tariffs and enhanced trade, import or export restrictions or changes in U.S. trade policy or similar government actions; and global, regional or political instability and geopolitical tensions;
•risks related to sustainability;
•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 fulfill its customers’ needs;
•changes to the relevant regulatory frameworks or private sector requirements, including any requirement that the Company accept third-party test results or certifications of components, end products, processes or systems or any changes that result in a reduction in required inspections, tests or certifications or harmonized international or cross-industry benchmarks and standards;
•the Company’s ability to adequately maintain, protect and enhance its intellectual property, including its registered UL-in-a-circle certification mark and other certification marks;
•the Company’s ability to implement its growth strategies and initiatives successfully;
•the Company’s reliance on third parties, including subcontractors and outside laboratories;
•the Company’s ability to obtain and maintain the requisite licenses, approvals, accreditations and delegations of authority necessary to conduct its business;
•the outcomes of current and future legal proceedings;
•the Company’s level of indebtedness and future cash needs;
•a change in the assumptions the Company uses to value its goodwill or intangible assets, or the impairment of its goodwill or intangible assets;
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•the Company’s ability to generate sufficient cash to service its indebtedness and invest in the ongoing needs of its business;
•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, dated as of April 2, 2024, by and between the Company and 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 the Company operates or adverse outcomes resulting from examination of the Company’s or its 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, extend 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;
•unexpected costs, charges or expenses resulting from the purchase of Electrical and Electronics Testing LUX Holding SARL and certain of its subsidiaries and related companies (the “E&E Transaction”); uncertainty regarding the expected financial performance following completion of the E&E Transaction; the Company’s ability to achieve its short-term and long-term operating targets following completion of the E&E Transaction; the effects that the announcement and completion of the E&E Transaction may have on the Company; the acquired business’ and the Company’s ability to retain and hire key personnel and maintain relationships with customers, suppliers and others with whom they do business; legal proceedings that may be instituted related to the E&E Transaction; the Company’s ability or failure to successfully integrate the acquired business with existing operations; and the Company’s ability to realize anticipated synergies or obtain the results anticipated;
•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, 2025.
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, 2025 and the Company’s subsequent filings with the SEC. If one or more events related to these or other risks or uncertainties materialize, or if the Company’s underlying assumptions prove to be incorrect, actual results may differ materially from what the Company anticipates. Many of the important factors that will determine these results are beyond the Company’s ability to control or predict. Accordingly, you should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made, and, except as otherwise required by law, the Company does not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise. If the Company updates one or more forward-looking statements, no inference should be drawn that the Company will make additional updates with respect to those or other forward-looking statements. New factors emerge from time to time, and it is not possible for the Company to predict which will arise. In addition, the Company cannot assess the impact of each factor on the Company’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. All forward-looking statements attributable to the Company, or others acting on the Company’s behalf, are expressly qualified in their entirety by the cautionary statements above.
In addition, statements that “the Company believes” and similar statements reflect the Company’s beliefs and opinions on the relevant subject. These statements are based upon information available to the Company as of the date of this Quarterly Report, and while the Company believes such information forms a reasonable basis for such statements, such information may be limited or incomplete, and the Company’s statements should not be read to indicate that the Company has conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.
You should read this Quarterly Report and the documents that the Company references in this Quarterly Report with the understanding that the Company’s actual future results, levels of activity, performance and achievements may be materially different from what the Company expects.
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ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
The Company is exposed to market risk in the ordinary course of business. Market risk represents the risk of loss that may impact the Company’s financial position due to adverse changes in financial market prices and rates, such as interest and foreign currency exchange rates and equity prices. The Company’s market risk exposure is primarily a result of exposure to potential changes in interest rates or inflation and the resulting impact on investment income and interest expense. The Company does not hold financial instruments for trading purposes.
Interest Rate Risk
The Company’s operating results are subject to risk from interest rate fluctuations on its credit facility, which carries variable interest rates. 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 (as defined in the Credit Agreement)), 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 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 balances. The Company does not currently use derivative financial instruments in its investment portfolio.
The Company also has outstanding $300 million in aggregate principal amount of 6.500% senior notes due 2028. The notes carry a fixed interest rate (coupon rate) and as such, are not exposed to interest rate fluctuation risk until their expected maturity in 2028.
During the first nine months of 2026, the variable interest rates applicable to both benchmark rate loans and base rate loans under the 2025 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 fluctuations in 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 rate for the 2025 Credit Facility as of September 30, 2026 was 5.87%, which was a floating rate based on the Term SOFR plus a margin. A hypothetical 100 basis point change in interest rates affecting the 2025 Credit Facility would not result in a material change to interest expense, based on outstanding borrowings at September 30, 2026. A hypothetical 100 basis point change in interest rates affecting the Company’s cash and cash equivalents 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 Chinese renminbi, the euro, the Japanese yen, the New Taiwan dollar, the British pound sterling and the Korean won. Foreign currency gains (losses) are recorded in net income as transactions occur. Changes in exchange rates may substantially affect, either positively or negatively, the revenues and expenses, as expressed in U.S. dollars, of the Company’s foreign subsidiaries with functional currencies other than the U.S. dollar. Assuming a hypothetical change of 10% in the average foreign currency exchange rate for the nine months ended September 30, 2026, 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. In addition, expected cash flows related to potential acquisitions and divestitures denominated in foreign currencies may vary based on changes in exchange rates.
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The Company’s results of operations are exposed to foreign currency exchange rate risk related to intercompany loan and operating balances between subsidiaries that are denominated in currencies other than the U.S. dollar, primarily the euro and the Korean won. 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 Rule 13a-15(e) and Rule 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, 2026, the Company’s disclosure controls and procedures were effective to provide reasonable assurance such that the information required to be disclosed in the Company’s reports that it files under the Exchange Act 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 Control Over Financial Reporting
No changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act) occurred during the quarter ended September 30, 2026, that have materially affected, or that are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Limitations on Controls
The Company’s disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives as specified above. Management does not expect, however, that the Company’s disclosure controls and procedures or its internal control over financial reporting will prevent or detect all error and fraud. Any control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected.
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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 17, “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, 2025. 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, 2025.
ITEM 5. Other Information
Amended and Restated UL-CCIC Agreement
On October 30, 2026, the Company entered into an Amended and Restated Agreement (the “UL-CCIC Agreement”) with China Certification & Inspection (Group) Co., Ltd. to extend the term of UL-CCIC, an entity formed under the laws of the People’s Republic of China, to January 12, 2037. The amendment and restatement of this agreement did not have a financial statement impact to the Company.
The foregoing description of the UL-CCIC Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the UL-CCIC Agreement, a copy of which is filed as Exhibit 10.1 to this Quarterly Report on Form 10-Q and is incorporated herein by reference.
Newly Adopted 10b5-1 Plan
On September 4, 2026 , Alberto Uggetti , Executive Vice President and Chief Commercial Officer of the Company , entered into a Rule 10b5-1 trading arrangement (the “New Uggetti 10b5-1 Plan”) for the potential sale of up to 4,000 shares of UL Solutions Inc. Class A common stock, including shares resulting from the vesting and settlement of certain stock-settled stock appreciation rights and restricted stock units. The New Uggetti 10b5-1 Plan is scheduled to commence immediately following the expiration of an existing 10b5-1 trading arrangement on February 27, 2027 and to terminate on the earlier of (i) the date all the shares under the New Uggetti 10b5-1 Plan are sold and (ii) September 10, 2027 , in each case, subject to the terms and conditions contained therein. The New Uggetti 10b5-1 Plan was entered into during an open trading window in accordance with the Company’s insider trading policies and procedures and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act.
During the quarter ended September 30, 2026, no other directors or officers of the Company informed the Company of the adoption , modification or termination
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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). | |||||||
10.1* | Amended and Restated UL-CCIC Agreement, dated as of October 30, 2026 by and between China Certification & Inspection (Group) Co., Ltd. and UL LLC. | |||||||
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, 2026, 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 the 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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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 3, 2026 | ||||||||
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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