UL Solutions Inc.

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.

2. Earnings Per Share

Basic and diluted earnings per share were calculated as follows:

3. Revenue

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

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 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

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 purchase price was $201 million in cash consideration. The divestiture does not qualify as a discontinued operation and therefore, its results are included within continuing operations for all periods presented. The divestiture resulted in a pre-tax gain on sale of $191 million.

5. Other Income (Expense), net

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

6. Fair Value of Financial Instruments

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

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 million as of September 30, 2026 and December 31, 2025.

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:

(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:

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.

10. Other Current Liabilities

The components of other current liabilities are as follows:

11. Pension

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

For the three and nine months ended September 30, 2026, expenses related to various defined contribution plans were $11 million and $34 million, respectively. For the three and nine months ended September 30, 2025, expenses related to various defined contribution plans were $13 million and $42 million, respectively.

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.

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.

13. Long-Term Debt

The Company’s outstanding debt consisted of the following:

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

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.

14. Accumulated Other Comprehensive Loss

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

15. Stock-based Compensation

Stock-based compensation expense was as follows:

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 thefive-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.

Charges related to the Restructuring Plan, as well as other qualifying restructuring expenses, are as follows:

The following table summarizes the changes in the Company’s accrued restructuring balance:

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 million during each of the three-month periods ended September 30, 2026 and 2025, and $16 million during each of the nine-month periods ended September 30, 2026 and 2025.

The Company declared and paid regular cash dividends to stockholders of $18 million to UL Standards & Engagement during each of the three-month periods ended September 30, 2026 and 2025, and $54 million during each of the nine-month periods ended September 30, 2026 and 2025.

19. Segment Information

The following table provides revenue, significant segment expenses and operating income (loss), bysegment for the three months ended September 30, 2026 and 2025:

(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:

(a)Described in previous table.

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

(a)Described in previous table.