UL Solutions Inc. (ULS) Earnings Call Transcript

Hello, and welcome to the UL Solutions Second Quarter 2026 Earnings Conference Call. [Operator Instructions] As a reminder, this conference is being recorded. I would now like to turn the call over to your host, Ms. Yijing Brentano, Vice President of Investor Relations at UL Solutions. Thank you. You may begin, Ms. Brentano.

Thank you, and welcome, everyone, to our second quarter 2026 earnings call. Joining me today are Jenny Scanlon, our Chief Executive Officer; and Ryan Robinson, our Chief Financial Officer. During our discussion today, we will be referring to our earnings presentation, which is available on the Investor Relations section of our website at ul.com. Our earnings release is also available on the website. I would like to remind everyone that on today's call, we may discuss forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may include, among other things, statements about UL Solutions' future financial results and estimates, our full year 2026 outlook, the previously announced restructuring plan, and our pending acquisitions and divestitures, including the pending acquisition of Eurofins' Electrical & Electronics business, and pending sale of our shares of DQS Holding GmbH that involves substantial risks, uncertainties and other factors that could cause actual results to differ in a material way from those expressed or implied in the forward-looking statements. Please see the disclosure statement on Slide 2 of the earnings presentation as well as the disclaimers in our earnings release concerning forward-looking statements and the risk factors that are described in our filings with the SEC, including our annual report on Form 10-K for the year ended December 31, 2025, and our quarterly report on Form 10-Q for the quarter ended June 30, 2026. We undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date hereof, except as required by law. Today's presentation also includes references to non-GAAP financial measures, including adjusted EBITDA, adjusted EBITDA margin, adjusted net income, adjusted diluted earnings per share, free cash flow and free cash flow margin. A reconciliation to the most comparable GAAP financial measures can be found in the appendix to the earnings presentation, which is posted on the Investor Relations section of our website at ul.com. With that, I would now like to turn the call over to Jenny.

Good morning, everyone, and thanks for joining us. We achieved another outstanding quarter with record revenue and continued growth in adjusted EBITDA. Our team executed exceptionally well across all segments, driving profitable growth, expanding margins and advancing key strategic priorities. These results were delivered in a dynamic operating environment and reflect the discipline, resilience and focus that define our organization. Most importantly, this performance is a testament to the dedication and expertise of our approximately 15,000 team members around the world whose contributions drive our success every day. Our results also reflect the continuing importance of several long-term trends we have discussed, including the energy transition, the electrification of everything and increasing automation in industrial markets. On the Consumer side, we see ongoing product innovation and increasingly interconnected devices. These durable trends create ongoing demand for safety science expertise, testing capabilities and certification services that help customers bring increasingly complex products and systems to market. Before Ryan walks through the detailed financial results, I'll cover 4 areas. First, highlights of our second quarter performance; second, notable announcements we made in the last few months; third, a brief update on previously announced portfolio actions; and lastly, some perspective on the geopolitical environment and how our business continues to perform well within it. Let me start with the quarter. Consolidated revenue grew 5.2% to $816 million, including organic revenue growth of 6.6%, led by our Industrial and Consumer segments. Adjusted EBITDA grew 11.2% to a quarterly record of $219 million, with adjusted EBITDA margin expanding 140 basis points to 26.8%. Adjusted diluted earnings per share increased 13.5% to $0.59. These results reflect the combination of operating leverage from organic growth, higher employee productivity and the continued benefit of the restructuring plan we've been executing since late last year. Notably, we achieved 6.6% organic growth even as we absorbed the planned revenue reductions from the business exits under our restructuring plan. I want to emphasize that our productivity work is not a short-term effort. It is part of how we are building a more focused, scalable and efficient company. We are continuing to simplify how we operate, focus resources on our strongest growth opportunities, maintain disciplined investment in the capabilities that matter most to our customers. It was a strong first half and one we are proud of. Now let me turn to the notable announcements we made during the second quarter. We launched an AI-powered capability within ULTRUS UL 360 to help organizations calculate carbon footprints of the products they manufacture and the components they purchase. This improves the quality of supplier emissions data used in Scope 3 reporting. The launch comes as evolving regulations heighten the need for reliable supply, [ clean ] data, increasing demand for the solutions our software offers. We issued our first hazardous location robotic certification for the new UL 6260 standard awarded to ExRobotics for their latest inspection robot. The certification evaluates remotely operated robots used for inspection and maintenance in hazardous locations, assessing fire, explosion, electric shock and mechanical risks. This milestone supports the industry shift toward robotic inspection in high-risk environments, helping move personnel out of harm's way while improving inspection reliability. We were excited to open our new Automotive Technology and Innovation Center in Toyota City, Japan, further strengthening our ability to support customers in one of the world's largest and most innovative automotive markets. As vehicles become increasingly electrified, connected and software-driven, the need for advanced EMC testing has continued to increase. The facility helps automakers ensure critical systems operate reliably in the presence of electromagnetic interference, one of the few facilities in Japan equipped for high-voltage and high-speed rotational testing. This new lab expands our capacity to help customers bring safe, reliable technologies to market. Now I'd like to highlight our progress in capital deployment and portfolio optimization. We continue to expect to close the acquisition of Eurofins' Electrical & Electronics business in the fourth quarter of 2026, and look forward to welcoming the team and their customers to UL Solutions. We are also proceeding as expected on the sale of our position in DQS, with closing still on track for the second half of 2026. Finally, let me offer some perspective on the geopolitical environment, which continues to present important considerations to our customers. Our second quarter results show just how well our business continues to perform in this dynamic environment. We continue to benefit from several durable secular trends, more complex product ecosystems and faster innovation cycles. Customers are balancing myriad regulations, sustainability expectations and supply chain transparency requirements. We are also seeing increasing opportunities tied to AI data centers where safety, energy efficiency and reliability are essential. The need for safety science expertise backed by independent testing and certification is paramount. That dynamic is core to the UL Solutions value proposition. Our strategy and our portfolio are closely aligned with these trends, and that focus continues to show up in our results. Given a strong performance through the first half of the year, we remain confident in our full year 2026 outlook. Now I'll turn the call over to Ryan for a more detailed review of our second quarter results and more details on our full year 2026 outlook.

Thank you, Jenny, and hello, everyone. I also want to thank our team members around the world for another quarter of strong execution. Let me walk through the quarter in detail. Consolidated revenue of $816 million was up 5.2% over the prior year quarter, including organic revenue growth of 6.6%. Operating income of $150 million increased 7.9% over the prior year, producing a 50 basis point improvement in operating margin. This was mainly driven by cost of revenue as a percentage of revenue improving 190 basis points year-over-year on favorable operating leverage and the continued impact of our restructuring and productivity initiatives. This was partially offset by higher costs associated with performance-based incentive compensation. Selling, general and administrative expenses as a percentage of revenue increased 130 basis points, primarily reflecting higher employee compensation tied to performance-based incentives as well as higher professional fees. Adjusted EBITDA for the quarter was $219 million, an improvement of 11.2% year-over-year. Adjusted EBITDA margin was 26.8%, up 140 basis points from the second quarter of 2025, with the expansion led by our Consumer segment. Adjusted net income, which excludes the divestiture gain, stock-based compensation expense for equity settled awards and certain other items was $129 million, up 17.3% from $110 million in the second quarter of 2025. Adjusted diluted earnings per share was $0.59, up 13.5% from $0.52 in the prior year period. Now let me turn to our performance by segment, starting with Industrial. Revenue in Industrial rose 7.8% to $402 million or 7.2% organically, as compared to the second quarter of 2025. With growth across ongoing certification services and certification testing, strength in materials and energy and automation led the revenue growth. Adjusted EBITDA in Industrial increased 7.4% to $130 million in the quarter, while adjusted EBITDA margin decreased 10 basis points to 32.3%, as the benefit of higher revenue was offset by higher employee compensation costs tied to performance-based incentives. Turning to the Consumer segment. Revenues were $362 million, up 6.5% from the 2025 quarter or 6.2% organically, driven by strength in certification testing in consumer technology, non-certification testing and other services in retail and ongoing certification in appliances and HVAC. As a reminder, the prior-year quarter experienced tariff-related uncertainty, and that affected the timing of customers' new product launches. Adjusted EBITDA for Consumer was $77 million, an increase of 24.2% versus the second quarter of last year. Adjusted EBITDA margin was 21.3%, up 310 basis points year-over-year, driven by operating leverage, higher employee productivity, favorable business mix as we exited lower-margin service lines, and the continued benefit of our restructuring plan. In our Risk & Compliance segment, revenues were $52 million, a decrease of 17.5% year-over-year. The decline reflects the divestiture of our EHS software business, which closed on April 1. Excluding that impact, the segment grew 4.8% organically. Organic growth in the quarter was driven by increased demand for supply chain insights for the retail industry. Adjusted EBITDA for Risk & Compliance Software was $12 million, down 14.3% year-over-year, primarily due to the EHS software divestiture. Adjusted EBITDA margin improved 90 basis points to 23.1%, with the benefit of a leaner cost structure on the segment's smaller revenue base. Turning to cash flow and the balance sheet. For the trailing 12 months ended June 30, 2026, we generated $678 million of cash from operating activities and $436 million of free cash flow, up 19.8% year-over-year, with free cash flow margin improving to 13.9% from 12.3%. For the 6 months ended June 30, 2026, we generated $379 million of operating cash flow and $241 million of free cash flow, both up meaningfully from the prior year period, reflecting improved business performance. Capital expenditures were $138 million for the first half of 2026, compared to $93 million in the prior year period, consistent with our plan to continue investing in laboratory capacity to support customer demand. We ended the quarter with $434 million of cash and cash equivalents and total debt of $303 million, down from $494 million at the end of 2025, reflecting $191 million of net repayments on our revolving credit facility, funded in part by proceeds from the EHS software divestiture. We continue to maintain a strong investment-grade balance sheet, which provides flexibility to fund the pending Eurofins E&E acquisition, alongside our other capital priorities. We paid a quarterly dividend of $0.145 per share or $29 million during the second quarter, consistent with the increased dividend announced at the start of the year. Now turning to our full year 2026 outlook. We continue to expect 2026 consolidated organic revenue growth to be in the mid-single-digit range as compared to 2025, inclusive of an approximately 1% of revenue reduction from the business exits associated with our previously announced restructuring plan. FX impact on revenue in the second half of 2026 is expected to be negligible. We continue to expect adjusted EBITDA margin improvement to approximately 27% for the full year, consistent with the guidance we raised last quarter, reflecting the combination of continued operating leverage, the benefit of our restructuring plan and the disciplined cost management, partially offset by higher performance-based compensation costs and acquisition-related expenses associated with our announced portfolio transactions. We continue to expect our full year effective tax rate to be approximately 26%. We now expect full year capital expenditures of approximately 8.5% of revenue, including the timing of our previously discussed investment in laboratory capacity and other growth opportunities to meet customer demand. With respect to our restructuring plan, we've incurred the significant majority of the charges associated with the plan and continue to expect the plan to be complete by the end of the first quarter of 2027, with approximately $3 million of remaining pretax charges expected over the balance of the plan. Overall, we are pleased with our first half performance and we believe we remain well positioned to achieve our full year objectives while continuing to invest in long-term growth and executing our portfolio strategy. Now let me turn the call back to Jenny for her closing remarks.

Thanks, Ryan. I want to close with one significant highlight from the second quarter. UL Solutions won the prestigious Robert W. Campbell Award from the National Safety Council. It is one of the Council's highest honors for workplace safety leadership and it's a powerful affirmation of our mission of working for a safer world. The pride that we all feel in this achievement cannot be overstated because the award recognizes something we have long believed and acted upon: that protecting people is and must always be embedded in our culture. You've heard me say that we do dangerous things here at UL Solutions, all in the name of safety. We break things, we blow them up, we light them on fire. From the way we operate to the solutions we deliver, advancing safety has defined us for more than 130 years. As Lorraine Martin, President and CEO of the National Safety Council, stated, at UL Solutions, safety goes beyond compliance. It is a vital component of both operations and culture. She further noted that the Campbell Award is a recognition of our accomplishment in instilling safety as a value for all employees, making safety personal rather than procedural. We have been celebrating the Campbell Award globally since May, and I want to once again thank all of our employees who advance our mission of safety every single day. In closing, this was an outstanding quarter that reflects the strength of our business model, the discipline of our team and continued progress sharpening our portfolio for profitable long-term growth. We remain confident in our ability to navigate a dynamic environment, and the mega trends shaping our industry give us conviction in the opportunity ahead. We are grateful to our employees around the world for their continued dedication to our mission of working for a safer world, and we remain focused on delivering value for our customers, our people and our shareholders. With that, we'll open the line for questions.

[Operator Instructions] Our first question is from Stephanie Moore with Jefferies.

Great. Congrats on an excellent quarter here. I wanted to touch on margin cadence. So I think you have said previously that margin expansion might be slightly more second half weighted, but you saw pretty considerable margin expansion in the first half. So I know there's a lot of puts and takes, especially with the restructuring program and the like. So I just want to think about second half margin cadence and maybe just your overall level of confidence in the full year guide after what was a good first half.

Thanks, Stephanie. And we are pleased that our first half performance really allowed us to sharpen our pencil on our guidance for EBITDA in the second half and resulting in approximately 27.0%. And we will continue the progress that we've made on margin expansion. We're focused on operating leverage, continuous improvement and disciplined cost management. Ryan, do you want to add anything?

I would say we raised the lower end of our guidance last year, and we'll continue to assess our outlook as we progress through the year. We're making progress on many near-term items in our portfolio, which include some acquisition costs, and together with other considerations in our business, led to the outlook that we provided at this time. So the cadence, I would say, would be pretty similar between third quarter and fourth quarter. And we'll continue to strive to meet the guidance we affirmed today.

That's helpful. One quick follow-up question that's more of a higher-level question. We often get asked in our seats, what ultimately drives the underlying demand for your services? I think you guys do a good job of talking about your mega trends. But one area that I don't think is maybe well understood is any potential volatility that you guys might see in your demand for your services or, quite frankly, lack thereof, volatility. So could you maybe just talk about just the visibility or steadiness in overall services that you see every given quarter? I think that would be helpful.

Yes. I think it's a great point, because we really do benefit from tremendous resiliency when you think about us being across 35 different industries and the number of services that we offer. And so one of the things I always point people to is what has been the trend of R&D investments and manufacturers, and that trend continues upward. And that's important to us because we're not volume driven. We're innovation-driven. So the more innovation, the more SKUs that happen, the better our businesses. And different trends, things like, last fall, there was some concerns around chip shortages and other things. And immediately, what we ultimately see is our customers redesigning their products, and that needs then retesting often of those products. And so these shifts and changes actually really contribute to our business growth, and we're fairly resilient.

Our next question comes from Josh Chan with UBS.

I guess on the margin cadence, given what you've achieved in the first half, it doesn't require that much margin expansion, it seems like to get to your margin guide. So could you talk about that and whether there are some puts and takes in the margin outlook in the second half?

Yes. We're pleased with the progress, 140 basis points in the quarter, 220 basis points year-to-date. And in the second half, we're progressing. There are some portfolio management activities, including we expect to close the Eurofins E&E acquisition in the fourth quarter. That will have some integration-related expenses. We expect to have some performance-based compensation expenses based on the improvements that we have made in our profitability. And I would say those are the primary differences, taken together with all the other aspects of the business, led us to confirm the outlook.

Great. And then on the CapEx raise, I think, Ryan, you mentioned there was some timing aspects to it. But it sounded like there might also be some additional growth opportunities. Could you talk about kind of what you're seeing on the horizon to drive the higher CapEx there?

Yes. Thank you for asking. We're excited about the new capabilities and capacity that we're adding, and we're funding this with increases in profitability. Foremost, we support our customers and our markets with innovative ways to test new products. And good examples include the Toyota City, Japan high-voltage GMC lab that we just opened last month and also the construction of our large fire lab in Northbrook to support assessing fire risks from new product types. And as you know, we have a history of generating high returns on invested capital and getting better and better utilization of our locations and our equipment. So even with these investments, our free cash flow and our free cash flow margin has grown. Free cash flow was up 20% on a last 12-month basis and 16% year-to-date. So said simply, our earnings have grown at a faster pace and more than offset the incremental investment. Some of the products -- or some of the large projects span over year-end, and we're pleased that we have made progress and anticipate spending more against some of those projects in 2026 as we progress in those projects. So that led to the change to 8.5%.

Great. Good luck in the second half.

Our next question is from Andy Wittmann with Robert W. Baird.

I just wanted to understand the quarter a little bit better by asking a little bit about your comments on incentive compensation. And so just going through this, I just noticed a couple of things here. So your stock-based compensation was up a lot year-over-year, $23 million versus $13 million. So that's one form of stock compensation, but that's added back to your adjusted EBITDA. So Ryan, does the increase in incentive compensation move deeper into the organization as a cash cost? And if you could just help us understand the impact to the quarter, could you just quantify how much more of these types of costs that were not excluded were up this year versus last year?

Andy, it's a great question. And one of the things that we're really proud of is our pay-for-performance orientation, both in our annual employee incentive plan and in our multiyear LTIP plan. And that annual, it's an all-employee incentive plan. And so that tends to be more on the cash [ based item ]. And if you go back and look at the proxy last year, we outlined some of the details on that. But Ryan, you can highlight the puts and takes that Andy asked about.

You're right, Andy. It was really changes in expected payouts in 2 different incentive programs. One is the annual bonus plan that Jenny mentioned, the all-employee incentive plan, that reduced operating income as well as adjusted EBITDA, it's not stock-based, so it is not added back. The other are performance stock units that are based on our performance in revenue and operating income. And those increased through the year and led to the primary increase in the add-back for adjusted EBITDA that you pointed out. So we're pleased with the performance of our employees, is forecasted to earn some additional incentives. And even after accounting for these incentives, our adjusted EBITDA is up 16% in the first half. Our operating income is up 16% in the first half. And our total compensation expense in the first half is up only 2.6%. So to put that in context, in the quarter, our revenue is up $40 million, our compensation expense is up $11 million with these incentives, which drives higher revenue per employee, higher profit per employee.

Okay. That's helpful. Just one more kind of finer point on that one. Was there a catch-up or an accrual that had to make up for maybe under-accrual in the first quarter here, Ryan? Or is this the run rate that you expect to -- that's embedded in your full year guidance and, therefore, implied in the second half?

Yes. The impact in the second quarter was more than the first quarter, and we would anticipate the quarterly impact going forward to be moderately less than the second quarter. So it was a bigger impact in the second quarter.

Okay. That's helpful. And then you always get asked the questions on price versus volume contributing to the increased organic growth or accelerating organic growth rate. I thought maybe I'd give you a forum to maybe say what you can about that here this quarter what you realize and what you're seeing in the marketplace today, if anything.

Yes. So with the divestiture, we had total revenue growth of 5.2%. Price and volume were meaningful contributors to our revenue growth with volume a bit more impact than price. Our certification testing, we're very proud of the progress, it grew over 10% again in the quarter. And at that level of growth, that was primarily driven by volume.

Our next question comes from Jason Haas with Wells Fargo.

This is Keegan Antico on for Jason Haas. I was wondering if you could break out some of what you're seeing in consumer a little bit more. You saw some really nice sequential improvement here and year-over-year improvement. Can you just unpack that a little bit? Was there anything like onetime-ish in the quarter? And is this mid-single-digit the right run rate going into the second half? Or could it taper off, especially as compares get harder in the fourth quarter?

Thanks, Keegan. And we're really proud of our consumer team and the way in which they're reacting to some pretty healthy market demand and also what we believe are taking share in certain areas. So what we're seeing, of course, is some demand driven by data centers, particularly in areas of the power supplies for those AI racks, those AI-powered chips as well as the servers there. We're also seeing some data center just overall product certification in both of our business lines strengthen. But additionally, our consumer team, they shed some less profitable revenue through restructuring, and they've strengthened technical capability and our lab capabilities around commercial HVAC and continuing to make investments in higher growth areas. So like I say, we're seeing underlying market growth and share gain, and that's dropping through to both their growth rate and their EBITDA.

Awesome. And just one quick follow-up. We've seen some headlines from some consumer electronic companies that are delaying new product releases from increasing memory costs stemming from AI. Have you seen this play out at all from any sort of softer volumes or anything like that? Or could it have any impact in the second half? Or are you not seeing anything from this?

It's actually just the opposite, because, again, I say this all the time as a former manufacturer, when you see factor input costs increase, one of the very first things you do is try to figure out how do you value-engineer that product and redesign it or change your formulations. And that frequently leads to retesting of that product. So for us, we're there with our customers as they're reacting to all sorts of various supply chain shifts. And we understand what their new product road maps are. And that visibility has led us to affirm our guidance for the full year.

Our next question comes from George Tong with Goldman Sachs.

Industrial organic revenue growth remained strong at 7%, led by materials and energy and automation. Can you unpack what driving growth within those end markets today and how you're thinking about demand trends for the balance of 2026, particularly around energy infrastructure, electrification, automation and AI-related investments?

Yes. It's -- as we always say, Industrial is just such a great business fueled by the mega trends. And one of the things we're really seeing is strong growth, double-digit growth in data center related power and automation and wire and cable components and products. So there's a lot of power and controls business. It's being driven by energy needs, not just for data centers, but the fact that more energy needs to be generated, transmitted and stored. And that's really what our Industrial business focuses on. So we continue to believe that the strength that we're seeing in materials space, in the energy space and the industrial automation space is really tied to these mega trends, and those mega trends are affecting us both across U.S. and Greater China and Asia largely.

Got it. That's helpful. And then capital spending stepped up this year as you're investing in laboratory capacity. Can you elaborate on where you're adding the capacity today, which end markets and applications are driving the greatest need for those investments?

Yes. And you'll recall, George, last year, we were on the lower end of our of our CapEx range. And this year, we just raised it to 8.5%. And some of that is timing year-on-year. But really what we're seeing is, given the strength in our business, we can accelerate opportunities around lab modernization and productivity within labs, labs that are going to provide new revenue generation and also labs that give us some operational resilience to ensure we've got coverage across geographies. So some of the big labs, we opened our Toyota City Japan lab, which is a high-voltage EMC that was opened in June. We continue to make progress on our what we call Fire 2.0, our large-scale fire lab here in Northbrook, Illinois. And that's really a long-term asset that will support assessing fire risks from all types of larger-scale products. We continue to make investments in EMC around the world as well as energy storage testing around the world. And we continue to see benefits from our retail centers of excellence in consumer and also our appliances and HVAC testing. So it's across the board, and we're being very opportunistic given the benefits that we're seeing from our business growth.

Our next question comes from Seth Weber with BNP Paribas.

This is Christina on for Seth. So now that this is the first quarter for Risk & Compliance Software that's under the new structure with EHS out and Advisory was fully moved into Industrial last quarter, is what we're seeing this quarter kind of the right base for growth and margin going forward? I remember last quarter, it was kind of mentioned that the divested piece was going to be -- was slower growing. So I was curious if this is showing up the way that you guys expected.

Yes. And it is. So I think the focus of having our ULTRUS platform really strategically connected to product trust, the product testing, inspection and certification needs that our customers have, eliminating a lower-growth business that really didn't have that connection to the product tech business. There weren't cross-sell opportunities. There wasn't really a lot of benefit to be on the ULTRUS platform. So the ULTRUS team is really focused. They're focused on where we've got a networked user model. They're focused on where our customers need product stewardship and product sustainability. And they're focused on where there are regulatory requirements that are rapidly changing. So the 4.8% organic growth that we saw and the progression on EBITDA is good, but we need them to continue to accelerate. And those are our expectations with this focus.