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 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.

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 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.

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

Previous wording

Acquisition of Electrical and Electronics Testing LUX Holding SARL

Current wording

•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.

Previous 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.

Current wording

•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.

Previous 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.

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. 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.

Previous wording

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

Current wording

“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.

Previous wording

Gain on divestiture consists of the gain recognized upon the sale of a business when the proceeds received exceeds its carrying value.

Current wording

Gain on divestiture consists of the gain recognized upon the sale of a business when the proceeds received exceed its carrying value.

Previous 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.

Current wording

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.

Previous wording

Cost of revenue increased by $5 million, or 1.3%, for the three months ended June 30, 2026, as compared to the same period in 2025. On an organic basis, costs associated with performance-based incentives increased $6 million primarily due to the Company’s annual cash bonus plan. In addition, depreciation and amortization increased organically $4 million related to software placed in service and the completion of additional laboratory capacity. Professional fees also increased organically $3 million, related to a laboratory relocation and outsourced labor associated with higher revenue. The increase was partially offset by a $3 million organic decrease in salary expenses, including headcount reductions from the Restructuring Plan. Acquisition / Divestiture also decreased cost of revenue by $6 million due to the sale of the Employee Health and Safety software business in the Risk & Compliance Software segment.

Current wording

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.

Previous wording

Selling, general and administrative expenses increased by $23 million, or 9.4%, for the three months ended June 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 $8 million and the Company’s annual cash bonus plan of $7 million, partially offset by a $2 million decrease in salary expenses, including headcount reductions from the Restructuring Plan. In addition, services and materials increased $11 million on an organic basis, including professional fees, which increased $7 million, in part due to expenses associated with higher sales volumes.

Current wording

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.

Previous wording

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 $3 million expected to be incurred throughout the remainder of the plan.

Current wording

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.

Previous 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.”

Current wording

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.”

Previous 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.

Current wording

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.

Previous 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.

Current wording

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.

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 Company continues to monitor developments related to the OECD Pillar Two global minimum tax framework, including this new arrangement.

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. 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.

Previous wording

Revenue increased by $93 million, or 6.3%, for the six months ended June 30, 2026, as compared to the same period in 2025. Revenue increased on an organic basis by $91 million, or 6.1%, 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 $16 million, or 1.1%, primarily due to the relative strength of the euro and Chinese renminbi. Acquisition / Divestiture decreased revenue by $14 million, or 0.9%, due to the sale of the Employee Health and Safety software business in the Risk & Compliance Software segment.

Current wording

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.

Previous wording

Cost of revenue increased by $17 million, or 2.2%, for the six months ended June 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 euro and Chinese renminbi. On an organic basis, costs associated with performance-based incentives increased $6 million primarily due to the Company’s annual cash bonus plan. In addition, depreciation and amortization increased organically $5 million related to software placed in service and the completion of additional laboratory capacity. Professional fees also increased organically $5 million, in part due to a laboratory relocation and outsourced labor associated with higher revenue. The increase was partially offset by a $4 million organic decrease in salary expenses, including headcount reductions from the Restructuring Plan. Acquisition / Divestiture also decreased cost of revenue by $6 million due to the sale of the Employee Health and Safety software business in the Risk & Compliance Software segment.

Current wording

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.

Previous 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.

Current wording

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.

Previous wording

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 $3 million expected to be incurred throughout the remainder of the plan.

Current wording

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.

Previous wording

Interest expense decreased by $9 million for the six 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.”

Current wording

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.”

Previous wording

The Company recorded a $191 million gain on divestiture due to the sale of the Employee Health and Safety software business.

Current wording

The Company recorded a $191 million gain on divestiture due to the sale of the EHS software business.

Previous wording

Other income (expense), net increased by $6 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.

Current wording

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.

Previous wording

The effective tax rate for the three months ended June 30, 2026 was 24.9%, which differed from the U.S. federal statutory tax rate of 21%, primarily due to state and local income taxes and foreign tax effects.

Current wording

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.

Previous wording

The effective tax rate for the six months ended June 30, 2025 was 23.3%, 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.

Current wording

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.

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 Company continues to monitor developments related to the OECD Pillar Two global minimum tax framework, including this new arrangement.

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. 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.

Previous wording

Revenue increased by $29 million, or 7.8%, for the three months ended June 30, 2026, as compared to the same period in 2025. On an organic basis, revenue increased $27 million, or 7.2%, 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 $10 million, driven by continued demand for energy and automation.

Current wording

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.

Previous wording

Segment operating income increased by $3 million, or 3.0%, for the three months ended June 30, 2026, as compared to the same period in 2025, primarily due to the $27 million increase in organic revenue noted above. This was offset by a $25 million organic increase in expenses, primarily due to higher employee compensation of $14 million related to costs associated with performance-based incentives and $6 million due to professional fees.

Current wording

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.

Previous 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.

Current wording

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 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.

Previous 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.

Current wording

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.

Previous 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.

Current wording

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.

Previous wording

Revenue increased by $36 million, or 5.6%, for the six months ended June 30, 2026, as compared to the same period in 2025. On an organic basis, revenue increased $30 million, or 4.7%, primarily due to growth in Certification Testing revenue of $15 million, driven primarily by continued demand for consumer technology. Ongoing Certification Services revenue also increased $9 million across most industries, in part due to continued demand for appliances and HVAC. FX increased revenue by $6 million or 0.9%, primarily due to the relative strength of the Chinese renminbi and euro.

Current wording

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.

Previous 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.

Current wording

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.

Previous wording

Segment operating income increased by $1 million for the six months ended June 30, 2026, as compared to the same period in 2025, primarily due to the $6 million increase in organic revenue noted above. This was offset by a $7 million decrease in operating income from the divested Employee Health and Safety software business.

Current wording

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.

Previous wording

Revenue decreased by $7 million, or 5.6%, for the six months ended June 30, 2026, as compared to the same period in 2025. Acquisition / Divestiture decreased revenue by $14 million, or 11.3%, due to the sale of the Employee Health and Safety software business. On an organic basis, revenue increased $6 million, or 4.8%, driven by demand for software subscriptions, primarily for providing supply chain insights to the retail industry.

Current wording

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.

Previous 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.

Current wording

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.

Previous wording

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

Current wording

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.

Previous 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.

Current wording

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.

Previous 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.

Current wording

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.

Previous 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.

Current wording

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.

Previous 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.

Current wording

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.