UL Solutions Inc.

Previous wording

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 March 31, 2026 and for the three month periods ended March 31, 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.

Current wording

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 June 30, 2026 and for the three and six month periods ended June 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.

Previous wording

UL Solutions reports its financial results through three segments: Industrial, Consumer and Risk & Compliance Software (“R&C Software”).

Current wording

The Company reports its financial results through three segments: Industrial, Consumer and Risk & Compliance Software (“R&C Software”).

Previous wording

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 months ended March 31, 2025 have been recast to reflect the Company’s segment reorganization.

Current wording

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 six months ended June 30, 2025 have been recast to reflect the Company’s segment reorganization.

Previous wording

In April 2026, the Company completed the divestiture of its Employee Health and Safety software business in the Company’s Risk & Compliance Software segment to an affiliate of Peak Rock Capital, a private investment firm. The preliminary purchase price is approximately $202 million in cash consideration, subject to customary post-closing adjustments. The Company expects the divestiture will result in a pre-tax gain on sale of approximately $191 million, which will be recorded as non-operating income in the second quarter of 2026.

Current wording

On April 1, 2026, the Company completed the sale of its Employee Health and Safety software business in the Company’s Risk & Compliance Software segment to an affiliate of Peak Rock Capital, a private investment firm. The preliminary purchase price was $202 million in cash consideration, subject to customary post-closing adjustments. The divestiture resulted in a pre-tax gain on sale of $191 million.

Previous wording

2025, through the closing date of the transaction. The sale and purchase agreement provides that, in the event of termination as a result of ULH’s failure to submit certain required regulatory filings within the prescribed deadlines, or certain conditions not being satisfied by October 13, 2027, ULH will pay a break fee of €34.5 million. The break fee is not payable to the extent termination of the sale and purchase agreement results from certain specified breaches by the seller. The Company expects to fund the transaction with cash on hand, including proceeds from its portfolio management activities, and available capacity under its revolving credit facility. The transaction is expected to close in the fourth quarter of 2026, subject to the satisfaction of customary closing conditions, including applicable regulatory approvals.

Current wording

In April 2026, Underwriters Laboratories Holdings B.V. (“ULH”), a wholly owned subsidiary of the Company, and the Company as guarantor, entered into a sale and purchase agreement for the entire issued share capital of Electrical and Electronics Testing LUX Holding SARL, a private limited liability company, and certain of its subsidiaries and related companies (the “E&E Transaction”). The E&E Transaction includes a “locked box” structure, subject to customary leakage prohibitions (with customary permitted leakage). The purchase price will be comprised of an enterprise value of €575 million, subject to certain customary adjustments, and additional consideration of €41 thousand per day from September 1, 2025, through the closing date of the transaction. The sale and purchase agreement provides that, in the event of termination as a result of ULH’s failure to submit certain required regulatory filings within the prescribed deadlines, or certain conditions not being satisfied by October 13, 2027, ULH will pay a break fee of €34.5 million. The break fee is not payable to the extent termination of the sale and purchase agreement results from certain specified breaches by the seller. The Company expects to fund the transaction with cash on hand, including proceeds from its portfolio management activities, and available capacity under its revolving credit facility. The transaction is expected to close in the fourth quarter of 2026, subject to the satisfaction of customary closing conditions, including applicable regulatory approvals.

Previous wording

In April 2026, the Company entered into a definitive agreement with 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. The Company expects to receive approximately €105 million in cash consideration, subject to customary post-closing adjustments, a portion of which will be held in escrow to cover certain indemnification obligations under the share purchase and transfer agreement. The Company accounts for DQS using the equity method and DQS financial results are not consolidated within the Company’s financial statements. The sale is expected to result in a pre-tax gain of approximately $100 million, which will be recorded as non-operating income upon closing of the transaction, which is expected to be completed in the second half of 2026, subject to the satisfaction of customary closing conditions, including applicable regulatory approvals.

Current wording

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. The Company expects to receive approximately €105 million in cash consideration, subject to customary post-closing adjustments, a portion of which will be held in escrow to cover certain indemnification obligations under the share purchase and transfer agreement. The Company accounts for DQS using the equity method and DQS financial results are not consolidated within the Company’s financial statements. The sale is expected to result in a pre-tax gain of approximately $100 million, which will be recorded as non-operating income upon closing of the transaction, which is expected to be completed in the second half of 2026, subject to the satisfaction of customary closing conditions, including applicable regulatory approvals.

Previous wording

Other 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.

Current wording

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.

Previous wording

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

Current wording

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.

Previous wording

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

Current wording

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.

Previous wording

Revenue increased by $53 million, or 7.5%, for the three months ended March 31, 2026, as compared to the same period in 2025. Revenue increased on an organic basis by $40 million, or 5.7%, due to organic growth across all segments in the first quarter of 2026, driven by the Industrial and Consumer segments in Ongoing Certification Services and Certification Testing revenue. FX increased revenue by $13 million, or 1.8%, primarily due to the relative strength of the euro and Chinese renminbi.

Current wording

Revenue increased by $40 million, or 5.2%, for the three months ended June 30, 2026, as compared to the same period in 2025. Revenue increased on an organic basis by $51 million, or 6.6%, due to organic growth across all segments in the second quarter of 2026, driven by the Industrial and Consumer segments in Ongoing Certification Services and Certification Testing revenue. Acquisition / Divestiture decreased revenue by $14 million, or 1.8%, due to the sale of the Employee Health and Safety software business in the Risk & Compliance Software segment.

Previous wording

Interest expense decreased by $4 million for the three months ended March 31, 2026, as compared to the same period in 2025. The decrease is primarily due to lower balances in the current period on the Company’s credit facilities. For additional information, refer to “—Liquidity and Capital Resources.”

Current wording

Interest expense decreased by $5 million for the three months ended June 30, 2026, as compared to the same period in 2025. The decrease is primarily due to lower balances in the current period on the Company’s credit facilities. For additional information, refer to “—Liquidity and Capital Resources.”

Previous wording

The effective tax rate for the three months ended March 31, 2025 was 24.5%, 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 compensation deductions of certain executive officers.

Current wording

The effective tax rate for the three months ended June 30, 2025 was 22.4%, 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, partially offset by excess tax benefits associated with stock-based compensation deductions.

Previous wording

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 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, and the Company does not currently expect it to have a material impact on its consolidated financial statements. The

Current wording

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 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, and the Company does not currently expect it to have a material impact on its consolidated financial statements. The Company continues to monitor developments related to the OECD Pillar Two global minimum tax framework, including this new arrangement.

Previous wording

Selling, general and administrative expenses increased by $11 million, or 4.7%, for the three months ended March 31, 2026, as compared to the same period in 2025. Acquisitions / Divestitures increased selling, general and administrative expenses by $7 million, primarily in connection with the contemplated E&E Transaction. FX increased selling, general and administrative expenses by $5 million, primarily due to the relative strength of the euro.

Current wording

Selling, general and administrative expenses increased by $34 million, or 7.1%, for the six months ended June 30, 2026, as compared to the same period in 2025. On an organic basis, employee compensation expenses increased $15 million, primarily due to higher costs associated with performance share units and the Company’s annual cash bonus plan. In addition, professional fees increased organically $6 million, in part due to expenses associated with higher sales volumes. FX increased selling, general and administrative expenses by $6 million, primarily due to the relative strength of the euro. Acquisition / Divestiture increased selling, general and administrative expenses by $6 million, primarily in connection with costs for the contemplated E&E Transaction.

Previous wording

The effective tax rate for the three months ended March 31, 2026 was 24.8%, which differed from the U.S. federal statutory tax rate of 21%, primarily due to foreign tax effects.

Current wording

The effective tax rate for the six months ended June 30, 2026 was 24.8%, which differed from the U.S. federal statutory tax rate of 21%, primarily due to state and local income taxes and foreign tax effects.

Previous wording

Revenue increased by $35 million, or 10.3%, for the three months ended March 31, 2026, as compared to the same period in 2025. On an organic basis, revenue increased $28 million, or 8.2%, due to growth in Ongoing Certification Services revenue of $12 million across most industries, driven by continued demand for energy and automation and materials. Certification Testing revenue also increased $11 million across most industries due to continued demand. FX increased revenue by $7 million, or 2.1%, primarily due to the relative strength of the euro and Chinese renminbi.

Current wording

Revenue increased by $64 million, or 9.0%, for the six months ended June 30, 2026, as compared to the same period in 2025. On an organic basis, revenue increased $55 million, or 7.7%, due to growth in Ongoing Certification Services revenue of $28 million, driven by continued demand for materials and energy and automation. Certification Testing revenue also increased $21 million across most industries, in part due to continued demand for energy and automation. FX increased revenue by $9 million, or 1.3%, primarily due to the relative strength of the euro and Chinese renminbi.

Previous wording

Segment operating income increased by $18 million, or 21.7%, for the three months ended March 31, 2026, as compared to the same period in 2025, primarily due to the $28 million increase in organic revenue noted above. This was partially offset by a $10 million organic increase in expenses, primarily due to higher employee compensation of $6 million related to base salary increases.

Current wording

Segment operating income increased by $21 million, or 11.5%, for the six months ended June 30, 2026, as compared to the same period in 2025, primarily due to the $55 million increase in organic revenue noted above. This was partially offset by a $35 million organic increase in expenses, primarily due to higher employee compensation of $20 million related to higher costs associated with performance-based incentives, as well as base salary increases, and $8 million due to higher professional fees.

Previous wording

Revenue increased by $14 million, or 4.6%, for the three months ended March 31, 2026, as compared to the same period in 2025. On an organic basis, revenue increased $9 million, or 3.0%, primarily due to growth in Certification Testing revenue of $5 million across most industries, driven primarily by continued demand for consumer technology. Ongoing Certification Services revenue increased $4 million across most industries due to continued demand for appliances and HVAC.

Current wording

Revenue increased by $22 million, or 6.5%, for the three months ended June 30, 2026, as compared to the same period in 2025. On an organic basis, revenue increased $21 million, or 6.2%, primarily due to growth in Certification Testing revenue of $10 million, driven primarily by continued demand for consumer technology. Non-certification Testing and Other Services revenue also increased $5 million, driven primarily by demand for retail. Ongoing Certification Services revenue increased $4 million across most industries, in part due to continued demand for appliances and HVAC.

Previous wording

Revenue increased by $4 million, or 6.6%, for the three months ended March 31, 2026, as compared to the same period in 2025. On an organic basis, revenue increased $3 million, or 4.9% driven by demand for software subscriptions, primarily for providing supply chain insights to the retail industry.

Current wording

Revenue decreased by $11 million, or 17.5%, for the three months ended June 30, 2026, as compared to the same period in 2025. Acquisition / Divestiture decreased revenue by $14 million, or 22.2%, due to the sale of the Employee Health and Safety software business. On an organic basis, revenue increased $3 million, or 4.8%, driven by demand for software subscriptions, primarily for providing supply chain insights to the retail industry.

Previous wording

Segment operating income increased by $3 million for the three months ended March 31, 2026, as compared to the same period in 2025, primarily due to the $3 million increase in organic revenue noted above.

Current wording

Segment operating income decreased by $2 million for the three months ended June 30, 2026, as compared to the same period in 2025. This was primarily due to a $6 million decrease in operating income from the divested Employee Health and Safety software business, partially offset by the $3 million increase in organic revenue noted above.

Previous wording

There are material limitations to using these non-GAAP financial measures. Adjusted EBITDA does not take into account certain significant items, including depreciation and amortization, interest expense, other expense, net, income tax expense, stock-based compensation expense for equity-settled awards, material asset impairment charges and restructuring expenses which directly affect the Company’s net income, as applicable. Adjusted Net Income and Adjusted Diluted Earnings Per Share do not take into account certain significant items, including other expense, 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.

Current wording

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.

Previous wording

The Company defines Adjusted EBITDA as net income adjusted for depreciation and amortization expense, interest expense, other 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.

Current wording

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.

Previous wording

The Company defines Adjusted Net Income as net income adjusted for other 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.

Current wording

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.

Previous wording

The Company defines Adjusted Diluted Earnings Per Share as diluted earnings per share attributable to stockholders of UL Solutions adjusted for other 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.

Current wording

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.

Previous wording

The Company’s primary sources of liquidity are cash and cash equivalents on hand and short-term investments, cash flows from operating activities and cash borrowed under the 2025 Credit Facility (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.

Current wording

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.

Previous wording

As of March 31, 2026, the Company had $258 million in cash and cash equivalents and $937 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.

Current wording

As of June 30, 2026, the Company had $434 million in cash and cash equivalents and $995 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.

Previous wording

Net cash provided by operating activities was $219 million for the three months ended March 31, 2026, an increase of $65 million compared to net cash provided by operating activities of $154 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 payments from customers.

Current wording

Net cash provided by operating activities was $379 million for the six months ended June 30, 2026, an increase of $78 million compared to net cash provided by operating activities of $301 million for the same period in 2025. The increase was primarily driven by higher net income after non-cash adjustments due to business performance and higher contract liabilities as a result of increased payments from customers.

Previous wording

Net cash used in investing activities was $61 million for the three months ended March 31, 2026, an increase of $11 million compared to net cash used in investing activities of $50 million for the same period in 2025. The increase in cash used in investing activities was primarily driven by an $18 million increase in capital expenditures, partially offset by $8 million in sales of investments compared to the same period in 2025.

Current wording

Net cash provided by investing activities was $70 million for the six months ended June 30, 2026, an increase of $177 million compared to net cash used in investing activities of $107 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 Employee Health and Safety software business during the current period, partially offset by a $45 million increase in capital expenditures compared to the same period in 2025.

Previous wording

Net cash used in financing activities was $194 million for the three months ended March 31, 2026, an increase of $59 million compared to net cash used in financing activities of $135 million for the same period in 2025. The increase in cash used in financing activities was primarily driven by a $44 million increase in repayments net of proceeds on the Company’s credit facilities and a $9 million increase in employee taxes paid on settlement of stock-based compensation compared to the same period in 2025.

Current wording

Net cash used in financing activities was $308 million for the six months ended June 30, 2026, an increase of $87 million compared to net cash used in financing activities of $221 million for the same period in 2025. The increase in cash used in financing activities was primarily driven by a $56 million increase in repayments net of proceeds on the Company’s credit facilities and a $19 million increase in employee taxes paid on settlement of stock-based compensation compared to the same period in 2025.

Previous wording

The Company makes strategic investments in capital expenditures to enable growth by expanding testing capacity to meet increased demand, to enable new capabilities and product offerings and to increase the efficiency of the Company’s processes. Capital expenditures include the building and refurbishment of laboratories and office space, the replacement and upgrade of existing laboratory equipment at the end of its useful life, and investments in technology for internal-use and sale to customers through product development of new software and enhancements of existing software. Cash paid for capital expenditures increased $18 million, to $69 million for the three months ended March 31, 2026, compared to $51 million for the same period in 2025.

Current wording

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 $45 million, to $138 million for the six months ended June 30, 2026, compared to $93 million for the same period in 2025.

Previous wording

In the three months ended March 31, 2026 and 2025, the Company paid dividends to stockholders of $29 million and $26 million, respectively.

Current wording

In the three and six months ended June 30, 2026, the Company paid dividends to stockholders of $29 million and $58 million, respectively. In the three and six months ended June 30, 2025, the Company paid dividends to stockholders of $26 million and $52 million, respectively.

Previous wording

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

Current wording

•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;

Previous wording

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

Current wording

•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;