NCR Voyix Corp

Previous wording

•Results of operations. This section contains an analysis of our results of operations presented in the accompanying condensed consolidated statements of income by comparing the results for the three and nine months ended September 30, 2024 to the results for the three and nine months ended September 30, 2023.

Current wording

•Results of operations. This section contains an analysis of our results of operations presented in the accompanying condensed consolidated statements of income by comparing the results for the three months ended March 31, 2025 to the results for the three months ended March 31, 2024.

Previous wording

NCR Voyix Corporation (“Voyix”, “NCR”, the “Company”, “we” or “us”), which, prior to its name change effective October 13, 2023 was known as NCR Corporation, was originally incorporated in 1884 and is a global provider of digital commerce solutions for retail stores and restaurants. Headquartered in Atlanta, Georgia, we are a software and services-led enterprise technology provider of run-the-store capabilities for retail and restaurants serving businesses of all sizes. Our software platform, which runs in the cloud and includes microservices and APIs that integrate with our customers’ systems, and our As-a-Service solutions enables an end-to-end technology-based operations solution for our customers. Our offerings include software and services offerings for retailers and restaurants, as well as payments acceptance solutions, multi-vendor connected device services, self-checkout (“SCO”) kiosks and related technologies, point of sale (“POS”) terminals and other self-service technologies. Our solutions are designed to enable restaurants and retailers to seamlessly transact and engage with their customers and end users. Prior to the Digital Banking Sale, described below, on September 30, 2024, our offerings included digital solutions for financial institutions.

Current wording

NCR Voyix is a leading global provider of digital commerce solutions for retail stores and restaurants. Headquartered in Atlanta, Georgia with approximately 14,000 employees across 30 countries, we are a software and services-led technology provider of run-the-store and digital channel capabilities for retail and restaurants, serving businesses of all sizes. Our software platform, which runs in the cloud and includes microservices and APIs that integrate with our customers’ systems, together with our services and hardware offerings enable end-to-end technology-based capabilities for our customers. Our offerings include platform-based software and services for retailers and restaurants, as well as payment acceptance solutions, multi-vendor connected device services, self-checkout (“SCO”) kiosks and related technologies and other self-service technologies. Our solutions are designed to meet the unique needs of retailers and restaurants, ranging from small and medium-sized businesses to multinational enterprises, enabling them to seamlessly transact and engage with their end customers while driving efficiencies within their operations.

Previous wording

On October 16, 2023, the Company completed the spin-off (“Spin-Off”) of its ATM-focused businesses, including the self-service banking, payments & network and telecommunications and technology businesses, into an independent, publicly traded company, NCR Atleos (“NCR Atleos”), on a tax-free basis. Accordingly, the historical financial results of NCR Atleos are reflected as discontinued operations in the Company’s consolidated financial statements. The 2023 presentation of discontinued operations has been updated to reflect the results of operations for the countries that transferred to NCR Atleos in the first quarter of 2024 and excludes the countries that have not yet transferred to NCR Atleos as of September 30, 2024. The results of operations for the countries that have not yet transferred will be presented as part of discontinued operations as of the date of their separation. As of December 31, 2023, there were seven countries that had not yet transferred to NCR Atleos. During the three months ended March 31, 2024, three of these delayed countries transferred to NCR Atleos, and during the three months ended June 30, 2024, two additional delayed countries transferred to NCR Atleos. Refer to Note 2, “Discontinued Operations”, in the Notes to Consolidated Financial Statements in Item 1 of this Report, for additional information.

Current wording

On October 16, 2023, the Company completed the spin-off (“Spin-Off”) of its ATM-focused businesses, including the self-service banking, payments & network and telecommunications and technology businesses, into an independent, publicly traded company, NCR Atleos, on a tax-free basis. Accordingly, the historical financial results of NCR Atleos are reflected as discontinued operations in the Company’s consolidated financial statements. Refer to Note 2, “Discontinued Operations”, in the Notes to Consolidated Financial Statements in Item 1 this Report, for additional information.

Previous wording

On August 6, 2024, the Company entered into a definitive purchase agreement with an affiliate of The Veritas Capital Fund VIII, L.P. (the “Buyer”) pursuant to which the Buyer agreed to purchase the Company’s Digital Banking segment businesses (the “Digital Banking Sale”). On September 30, 2024, the Company completed the Digital Banking Sale. The purchase price for the transaction was $2.45 billion in cash, subject to a post-closing adjustment, as well as contingent consideration of up to an additional $100 million in cash upon the achievement of a specified return on the Buyer’s invested capital at the time of any future sale. The accounting requirements for reporting the sale of Digital Banking as a discontinued operation were met when the definitive agreement was signed. Accordingly, the financial results for Digital Banking for the three and nine months ended September 30, 2024 and 2023 are presented as net income (loss) from discontinued operations, net of tax on the Consolidated Statements of Operations. Refer to Note 2, “Discontinued Operations” for additional information.

Current wording

On September 30, 2024, the Company completed the sale of its Digital Banking segment businesses (the “Digital Banking Sale”) to an affiliate of The Veritas Capital Fund VIII, L.P. (the “Buyer”). The purchase price for the transaction was $2.45 billion in cash, subject to a post-closing adjustment, as well as contingent consideration of up to an additional $100 million in cash upon the achievement of a specified return on the Buyer’s invested capital at the time of any future sale. The accounting requirements for reporting the sale of Digital Banking as a discontinued operation were met when the definitive agreement was signed on August 6, 2024. Accordingly, the financial results for Digital Banking are reflected as discontinued operations in the Company’s consolidated financial statements. Refer to Note 2, “Discontinued Operations”, in the Notes to Consolidated Financial Statements in Item 1 of this Report, for additional information.

Previous wording

On August 6, 2024, the Company announced its entry into a commercial agreement with Ennoconn Corporation (“Ennoconn”) to transition its self-checkout and point-of-sale hardware businesses to an outsourced design and manufacturing model including the sale of certain assets relating to these businesses (the “Hardware Business Transition”). Under the terms of the agreement, Ennoconn will design, manufacture, warrant, supply, and ship self-checkout and point-of sale hardware directly to the Company’s customers and the Company will sell hardware to its customers as a sales agent for Ennoconn and continue to provide its point-of sale and self-checkout software as well as key support and maintenance services.

Current wording

On August 6, 2024, the Company announced its entry into a commercial agreement with Ennoconn Corporation (“Ennoconn”) to transition its self-checkout and point-of-sale hardware businesses to an outsourced design and manufacturing model including the sale of certain assets relating to these businesses (the “Hardware Business Transition”). Under the terms of the agreement, Ennoconn will design, manufacture, warrant, supply, and ship self-checkout and point-of sale hardware directly to the Company’s customers and the Company will sell hardware to its customers as a sales agent for Ennoconn and continue to provide its point-of sale and self-checkout software as well as key support and maintenance services. As a result of the Hardware Business Transition, the Company will record commission revenue from point-of-sale and self-checkout hardware sales as an agent for Ennoconn on a net basis, excluding the costs paid to Ennoconn. The Company expects the Hardware Business Transition to become effective during 2025.

Previous wording

As previously disclosed, on April 13, 2023 the Company determined that a single data center outage impacting certain of its commerce customers was caused by a cyber ransomware incident. Upon such determination, the Company immediately started contacting customers, enacted its cybersecurity protocol and engaged outside experts to contain the incident and begin the recovery process. We concluded that this incident impacted operations for some customers only with respect to specific Aloha cloud-based services and Counterpoint. Our investigation also concluded no financial reporting systems were impacted. As of September 30, 2024, the Company has incurred $46 million of expenses related to the cyber ransomware incident and has recovered $21 million under our insurance policies. As of September 30, 2024, we expect to receive an additional $6 million which was recorded as an insurance receivable. We are still pursuing insurance recoveries for the remaining costs. We may incur additional costs relating to this incident in the future, including expenses to respond to this matter, payment of damages or other costs to customers or others. At this time we do not believe additional costs incurred as a result of the incident will ultimately have a material adverse effect on our business, results of operations or financial condition; however, we remain subject to risks and uncertainties as a result of the incident.

Current wording

As previously disclosed, on April 13, 2023 the Company determined that a single data center outage impacting certain of its commerce customers was caused by a cyber ransomware incident. Upon such determination, the Company immediately started contacting customers, enacted its cybersecurity protocol and engaged outside experts to contain the incident and begin the recovery process. The Company concluded that this incident impacted operations for some customers only with respect to specific Aloha cloud-based services and Counterpoint. Our investigation also concluded no financial reporting systems were impacted. As of March 31, 2025, the Company has incurred a cumulative $47 million of expenses related to the cyber ransomware incident and has recovered $36 million under our insurance policies. We are still pursuing insurance recoveries in connection with this matter. We may incur additional costs relating to this incident in the future, including expenses to respond to this matter, payment of damages or other costs to customers or others. At this time we do not believe additional costs incurred as a result of the incident will ultimately have a material adverse effect on our business, results of operations or financial condition; however, we remain subject to risks and uncertainties as a result of the incident.

Previous wording

In February 2024, the Company identified fraudulent automated clearing house “ACH” disbursements from a Company bank account. The cumulative amount of these disbursements total $34 million, and during the nine months ended September 30, 2024, we recovered $15 million related to this matter. The Company is pursuing insurance recoveries for the remainder; however, there can be no assurance that the Company will be successful in recovering additional amounts of the unauthorized ACH disbursements from the Company’s insurance providers. Although not materially impacting any previously reported periods, the misstatements resulted in the revision of interim periods in 2023.

Current wording

In February 2024, the Company identified fraudulent automated clearing house “ACH” disbursements from a Company bank account. The cumulative amount of these disbursements total $34 million. As of March 31, 2025, the Company has recovered approximately $16 million of fraudulent disbursements from the Company’s banks and continues to pursue insurance recoveries in connection with this matter.

Previous wording

Corporate and Other includes income and expenses related to corporate functions that are not specifically attributable to any of our two individual reportable segments along with certain non-strategic businesses that are considered immaterial operating segment(s) and certain countries which are expected to transfer to NCR Atleos during the remainder of 2024, as well as commercial agreements with NCR Atleos.

Current wording

Corporate and Other includes income and expenses related to corporate functions that are not specifically attributable to any of our two individual reportable segments, along with certain non-strategic businesses that are considered immaterial operating segment(s), as well as commercial agreements with NCR Atleos.

Previous wording

The following were significant themes and events for the third quarter of 2024.

Current wording

The following were significant themes and events for the first quarter of 2025.

Previous wording

◦Recurring revenue, remained flat as compared to the prior year period and comprised 57% of total consolidated revenue

Current wording

◦Recurring revenue increased 2% as compared to the prior year period and comprised 66% of total consolidated revenue

Previous wording

◦Software and services revenue, decreased 4% as compared to the prior year period and comprised 73% of total consolidated revenue

Current wording

◦Software and services revenue decreased 7% as compared to the prior year period and comprised 78% of total consolidated revenue

Previous wording

As a leading technology company, we seek to maintain our market position by expanding our share of wallet among existing customers and attracting new customers, leveraging our cloud-based, platform-enabled software and services offerings. We believe there is considerable opportunity to grow with new and existing customers as retailers and restaurants are increasingly adopting technology and support services to enhance and transform their operations. As digital adoption becomes increasingly important for businesses to engage with their end-users, we are investing in innovation to attract and retain customers across our segments. Our ability to create experiences that ultimately improve end-user satisfaction through a combination of innovation and service is a competitive strength of the Company. In order to provide long-term value to all our stakeholders, we set complementary business goals and financial strategies. Execution of these is driven by the following key pillars: (i) focus on our customers; (ii) leverage our brand (and global distribution); (iii) support customers through innovation; and (iv) allocate our capital strategically through a cost-disciplined approach to operations. We also plan to continue to improve our execution to drive solid returns and to transform our business to enhance value for all stockholders.

Current wording

As a leading technology company, we seek to maintain our market position by expanding our share of wallet among existing customers and attracting new customers, leveraging our cloud-based, platform-enabled software and services offerings. We believe there is considerable opportunity to grow with new and existing customers as retailers and restaurants are increasingly adopting technology and support services to enhance and transform their operations. As digital adoption becomes increasingly important for businesses to engage with their end-users, we are investing in innovation to attract and retain customers across our retail and restaurant segments. Our ability to create experiences that ultimately improve end-user satisfaction through a combination of innovation and service is a competitive strength of the Company. In order to provide long-term value to all our stakeholders, we set complementary business goals and financial strategies. Execution of these is driven by the following key pillars: (i) focus on our customer needs; (ii) leverage our brand (and global distribution) to enhance our go-to-market; (iii) invest in innovative products and leading managed services; and (iv) allocate our capital strategically through a cost-disciplined approach to operations. We also plan to continue to improve our execution to drive solid returns and to transform our business to enhance value for all stockholders.

Previous wording

Given the multinational nature of our business, we are subject to risks and exposures from the evolving macroeconomic environment, including the effects of increased global inflationary pressures and interest rates, fluctuations in foreign currency exchange rates, political economic slowdowns or recessions and geopolitical pressures, including the unknown impacts of current and future trade regulations. We continuously monitor the direct and indirect impacts of these circumstances on our business and financial results, as well as the overall global economy and geopolitical landscape. For example, foreign currency exchange rate fluctuations may negatively impact our financial results during the reporting period.

Current wording

Given the multinational nature of our business, we are subject to risks and exposures from the evolving macroeconomic environment, including the effects of increased global inflationary pressures and interest rates, the effects of recently implemented tariffs, fluctuations in foreign currency exchange rates, political economic slowdowns or recessions and geopolitical pressures, including the unknown impacts of current and future trade regulations. We continuously monitor the direct and indirect impacts of these circumstances on our business and financial results, as well as the overall global economy and geopolitical landscape. For example, foreign currency exchange rate fluctuations may negatively impact our financial results during the reporting period. In addition, in April 2025, the U.S. presidential administration announced a baseline tariff of 10% on products imported from all countries and an additional individualized reciprocal tariff on the countries with which the United States has the largest trade deficits. Increased tariffs by the United States have led, and may continue to lead, to the imposition of retaliatory tariffs by foreign governments. Additionally, the U.S. government has announced and rescinded multiple tariffs on several foreign jurisdictions, which has increased uncertainty regarding the ultimate effect of the tariffs on economic conditions. Current uncertainties about tariffs and their effects on trading relationships may impact macroeconomic conditions in the markets in which we operate. Our core products, self-checkout machines (SCO) and point-of-sale (POS) devices, constitute the majority of our hardware revenue and we believe that the SCO and POS machines that we import into the U.S. currently qualify for certain duty and tariff exemptions. Our remaining hardware products that we import into the U.S., primarily third-party products such as printers and cash drawers as well as service parts, are impacted by the recently announced tariffs applicable to imports from China and other countries. We have taken steps to mitigate part of the impact of these tariffs and are currently analyzing opportunities to further address the impact of these tariffs. We will continue to monitor the situation. Economic pressures on customers and consumers, including the challenges of high inflation and the effects of increased tariffs, may negatively affect our revenue and profitability in the future. The current trade policy environment is expected to continue to evolve and we can give no assurance regarding the impact to our business of future tariff changes or other changes in trade policies, including duty and tariff exemptions.

Previous wording

The following tables show our results for the three and nine months ended September 30, the relative percentage that those amounts represent to revenue, and the change in those amounts year-over-year.

Current wording

The following tables show our results for the three months ended March 31, the relative percentage that those amounts represent to revenue, and the change in those amounts year-over-year.

Previous wording

The following tables show our key strategic financial metrics for the three and nine months ended September 30, the relative percentage that those amounts represent to total revenue, and the change in those amounts year-over-year.

Current wording

The following tables show our key strategic financial metrics for the three months ended March 31, the relative percentage that those amounts represent to total revenue, and the change in those amounts year-over-year.

Previous wording

Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”)Our management uses the non-GAAP measure Adjusted EBITDA because it provides useful information to investors as an indicator of strength and performance of the Company’s ongoing business operations, including funding discretionary spending such as capital expenditures, strategic acquisitions, and other investments. We determine Adjusted EBITDA based on GAAP net income (loss) from continuing operations attributable to NCR Voyix plus interest expense, net; plus income tax expense (benefit); plus depreciation and amortization (excluding acquisition-related amortization of intangibles); plus stock-based compensation expense; plus other income (expense); plus pension mark-to-market adjustments and other special items, including amortization of acquisition-related intangibles, acquisition-related costs, loss (gain) on disposal of businesses, separation-related costs, cyber ransomware incident recovery costs, net of insurance recoveries, fraudulent ACH disbursements costs, net of recoveries, foreign currency devaluation, transformation and restructuring charges (which includes integration, severance and other exit and disposal costs), and strategic initiative costs, among others. The special items are considered non-operational or non-recurring in nature, so are excluded from the Adjusted EBITDA metric utilized by our chief operating decision maker in evaluating segment performance and are separately delineated to reconcile back to total reported income (loss) from continuing operations attributable to NCR Voyix. This format is useful to investors because it allows analysis and comparability of operating trends. It also includes the same information that is used by our management to make decisions regarding the segments and to assess our financial performance. Refer to the table below for the reconciliations of net income (loss) from continuing operations attributable to NCR Voyix (GAAP) to Adjusted EBITDA (non-GAAP).

Current wording

Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”)Our management uses the non-GAAP measure Adjusted EBITDA because it provides useful information to investors as an indicator of strength and performance of the Company’s ongoing business operations, including funding discretionary spending such as capital expenditures, strategic acquisitions, and other investments. We determine Adjusted EBITDA based on GAAP net income (loss) from continuing operations attributable to NCR Voyix plus interest expense, net; plus income tax expense (benefit); plus depreciation and amortization (excluding acquisition-related amortization of intangibles); plus stock-based compensation expense; plus pension mark-to-market adjustments and other special items, including amortization of acquisition-related intangibles, acquisition-related costs, loss (gain) on disposal of businesses, separation-related costs, cyber ransomware incident recovery costs net of insurance recoveries, fraudulent ACH disbursements costs net of recoveries, foreign currency devaluation, transformation and restructuring charges (which includes integration, severance and other exit and disposal costs), and strategic initiative costs, among others. The special items are considered non-operational or non-recurring in nature, so are excluded from the Adjusted EBITDA metric utilized by our chief operating decision maker in evaluating segment performance and are separately delineated to reconcile back to total reported income (loss) from continuing operations attributable to NCR Voyix. This format is useful to investors because it allows analysis and comparability of operating trends. It also includes the same information that is used by our management to make decisions regarding the segments and to assess our financial performance. Refer to the table below for the reconciliations of net income (loss) from continuing operations attributable to NCR Voyix (GAAP) to Adjusted EBITDA (non-GAAP).

Previous wording

(2)Represents costs incurred as a result of the Spin-Off. Professional fees to effect the spin-off of NCR Atleos including separation management, organizational design, and legal fees have been classified within discontinued operations during the three and nine months ended September 30, 2023.

Current wording

(2)Represents costs incurred as a result of the Spin-Off.

Previous wording

(3)Represents gains and losses recognized during the quarter due to changes in valuation of the Lebanese pound and the Egyptian pound.

Current wording

(3)Represents gains and losses recognized during the three months ended March 31, 2024 due to changes in valuation of the Lebanese pound and the Egyptian pound.

Previous wording

(6)Represents professional fees related to strategic initiatives which are considered non-operational in nature.

Current wording

(5)Represents professional fees related to strategic initiatives which are considered non-operational in nature, as well as certain costs incurred related to the Hardware Business Transition.

Previous wording

Adjusted free cash flow NCR Voyix management uses a non-GAAP measure called “adjusted free cash flow-unrestricted” to assess the financial performance of the Company. We define adjusted free cash flow as net cash provided by (used in) operating activities less capital expenditures for property, plant and equipment, less additions to capitalized software, plus/minus collections of previously sold trade receivables purchased from third parties, restricted cash settlement activity, NCR Atleos settlement activity, cash activity related to environmental discontinued operations plus acquisition-related items, and plus pension contributions and settlements. NCR Atleos settlement activity relates to changes in amounts owed to and amounts due from NCR Atleos for activity related to items governed by the separation and distribution agreement. Activity from the commercial and transition services agreements are not included in this adjustment.

Current wording

Adjusted free cash flow-unrestricted NCR Voyix management uses the non-GAAP measure called “adjusted free cash flow-unrestricted” to assess the financial performance of the Company. We define adjusted free cash flow-unrestricted as net cash provided by (used in) operating activities less capital expenditures for property, plant and equipment, less additions to capitalized software, plus/minus collections of previously sold trade receivables purchased from third parties, restricted cash settlement activity, cash activity related to acceleration projects, cash taxes paid for the Digital Banking Sale, cash activity related to environmental discontinued operations plus acquisition-related items, and plus pension contributions and settlements.

Previous wording

We believe adjusted free cash flow-unrestricted information is useful for investors because it relates the operating cash flows from the Company’s continuing and discontinued operations to the capital that is spent to continue and improve business operations. In particular, adjusted free cash flow indicates the amount of cash available after capital expenditures for, among other things, investments in the Company’s existing businesses, strategic acquisitions, and repayment of debt obligations. Adjusted free cash flow does not represent the residual cash flow available for discretionary expenditures, since there may be other non-discretionary expenditures that are not deducted from the measure. Adjusted free cash flow does not have a uniform definition under GAAP, and therefore the Company’s definition may differ from other companies’ definitions of this measure. This non-GAAP measure should not be considered a substitute for, or superior to, cash flows from operating activities under GAAP.

Current wording

We believe adjusted free cash flow-unrestricted information is useful for investors because it relates the operating cash flows from the Company’s continuing and discontinued operations to the capital that is spent to continue and improve business operations. In particular, adjusted free cash flow-unrestricted indicates the amount of cash available after capital expenditures for, among other things, investments in the Company’s existing businesses, strategic acquisitions, and repayment of debt obligations. Adjusted free cash flow does not represent the residual cash flow available for discretionary expenditures, since there may be other non-discretionary expenditures that are not deducted from the measure. Adjusted free cash flow-unrestricted does not have a uniform definitions under GAAP, and therefore the Company’s definition may differ from other companies’ definitions of this measure. These non-GAAP measures should not be considered a substitute for, or superior to, cash flows from operating activities under GAAP.

Previous wording

Total revenue decreased 12% for the three months ended September 30, 2024 compared to the three months ended September 30, 2023. Product revenue for the three months ended September 30, 2024 decreased 26% compared to the three months ended September 30, 2023 due to a decline in SCO and POS hardware revenues, as well as a decrease in software license revenues for one-time revenue recognized in 2023. Service revenue for the three months ended September 30, 2024 decreased 4% compared to the three months ended September 30, 2023 due to a decrease in payment processing services revenue due to the divestiture at the end of 2023 as well as one-time installation services in 2023.

Current wording

Total revenue decreased 13% for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. Product revenue for the three months ended March 31, 2025 decreased 31% compared to the three months ended March 31, 2024 due to a significant decline in SCO and POS hardware revenues, as well as a decline in software license revenues for one-time perpetual license revenue recognized in the prior year. Service revenue for the three months ended March 31, 2025 decreased 5% compared to the three months ended March 31, 2024 due to decreases in professional services revenue, implementation services revenue, software maintenance revenue, hardware maintenance revenue related to the Company’s commercial agreements and cloud services revenue, offset by an increase in payments processing revenue as compared to the prior year period.

Previous wording

Gross margin as a percentage of revenue inthe three months ended September 30, 2024 was 23.3% compared to 24.1% inthe three months ended September 30, 2023 due to a decline in gross margin related to payments processing services from the divestiture at the end of 2023. Additionally, gross margin for the three months ended September 30, 2024 included $1 million of strategic initiative costs, $2 million of stock-based compensation expense and $3 million of amortization of acquisition-related intangible assets. Gross margin for the three months ended September 30, 2023 included $2 million of stock-based compensation expense, $11 million of amortization of acquisition-related intangible assets and $3 million of cyber ransomware incident recovery costs.

Current wording

Gross margin as a percentage of revenue inthe three months ended March 31, 2025 was 21.9% compared to 19.4% inthe three months ended March 31, 2024. The increase in gross margin as a percentage of revenue is driven by the increase in service gross margin, mainly related to improved margins for professional services, hardware maintenance, cloud services and payments processing in the first quarter of 2025 from the Company’s cost reduction initiative implemented during the second half of 2024. These increases in service gross margin were offset by a decline in product gross margin related to the decline in hardware revenue discussed above. Additionally, gross margin for the three months ended March 31, 2025 included $1 million of strategic initiative costs, $1 million of stock-based compensation expense, $1 million of transformation and restructuring costs and $3 million of amortization of acquisition-related intangible assets. Gross margin for the three months ended March 31, 2024 included $8 million of transformation and restructuring costs, $3 million of stock-based compensation expense and $3 million of amortization of acquisition-related intangible assets.

Previous wording

Selling, general, and administrative expenses were $113 million in the three months ended September 30, 2024, compared to $142 million in the three months ended September 30, 2023. As a percentage of revenue, selling, general and administrative expenses were 15.9% in the three months ended September 30, 2024 compared to 17.6% in the same period of 2023. In the three months ended September 30, 2024, selling, general and administrative expenses included $7 million of transformation and restructuring costs, $11 million of strategic initiative costs, $5 million of stock-based compensation expense, $4 million of amortization of acquisition-related intangible assets, and $3 million of separation-related costs, offset by $2 million in net recoveries related to the ACH fraud disbursements matter and $2 million of net recoveries related to the cyber ransomware incident. In the three months ended September 30, 2023, selling, general and administrative expenses included $1 million of transformation and restructuring costs, $5 million of fraudulent ACH disbursement costs, $16 million of stock-based compensation expense, $10 million of separation-related costs and $9 million of cyber ransomware incident recovery costs. Excluding these items, selling, general and administrative expenses decreased as a percentage of revenue from 2023 to 2024 due to cost mitigation actions implemented in the three months ended September 30, 2024.

Current wording

Selling, general, and administrative expenses were $115 million in the three months ended March 31, 2025, compared to $110 million in the three months ended March 31, 2024. As a percentage of revenue, selling, general and administrative expenses were 18.6% in the three months ended March 31, 2025 compared to 15.5% in the same period of 2024. The increase in selling, general and administrative expenses during the three months ended March 31, 2025 is related to the Company’s strategic initiative and transformation and restructuring activities in the first quarter of 2025. In the three months ended March 31, 2025, selling, general and administrative expenses included $21 million of transformation and restructuring costs, $6 million of strategic initiative costs, $7 million of stock-based compensation expense and $3 million of amortization of acquisition-related intangible assets. In the three months ended March 31, 2024, selling, general and administrative expenses included $12 million of transformation and restructuring costs, $6 million of stock-based compensation expense, $4 million of amortization of acquisition-related intangible assets and $1 million of separation-related costs, offset by $1 million of net recoveries related to the fraudulent ACH disbursement matter. Excluding these items, selling, general and administrative expenses was flat as a percentage of revenue in 2025 compared to 2024.

Previous wording

Research and development expenses were $38 million in the three months ended September 30, 2024, compared to $29 million in the three months ended September 30, 2023. As a percentage of revenue, research and development costs were 5.3% and 3.6% in the three months ended September 30, 2024 and 2023, respectively. In the three months ended September 30, 2024, research and development costs included $4 million of transformation and restructuring costs and $2 million of stock-based compensation expense. In the three months ended September 30, 2023, research and development expenses included $1 million of stock-based compensation expense. Excluding these items, research and development expenses increased as a percentage of revenue from 2023 to 2024 as the Company continues investing in research and development activities.

Current wording

Research and development expenses were $40 million in the three months ended March 31, 2025, compared to $47 million in the three months ended March 31, 2024. As a percentage of revenue, research and development costs were 6.5% and 6.6% in the three months ended March 31, 2025 and 2024, respectively. The decrease in research and development expenses in the three months ended March 31, 2025 is due to one-time separation-related costs incurred in the prior year period, as well as the Company’s cost reduction initiative implemented during the second half of 2024. In the three months ended March 31, 2025, research and development costs included $3 million of transformation and restructuring costs and $1 million of stock-based compensation expense. In the three months ended March 31, 2024, research and development expenses included $4 million of separation related costs, $2 million of transformation and restructuring costs and $2 million of stock-based compensation expense.

Previous wording

Interest expense was $40 million compared to $83 million for the three months ended September 30, 2024 and 2023, respectively. Interest expense is primarily related to our senior unsecured notes and borrowings under the Senior Secured Credit Facility. The decrease in interest expense was due to the decrease in total debt outstanding.

Current wording

Interest expense was $15 million compared to $39 million for the three months ended March 31, 2025 and 2024, respectively. Interest expense is primarily related to our senior unsecured notes and borrowings under the Senior Secured Credit Facility. The decrease in interest expense was due to the decrease in total debt outstanding.

Previous wording

Other income (expense), net was expense of $15 million and $20 million for the three months ended September 30, 2024 and 2023, respectively, and expense of $40 million and $33 million for the nine months ended September 30, 2024 and 2023, respectively, with the components reflected in the following table:

Current wording

Other income (expense), net was income of $8 million and expense $18 million for the three months ended March 31, 2025 and 2024, respectively, with the components reflected in the following table:

Previous wording

Foreign currency fluctuations and foreign exchange contracts within Other income (expense), net, includes a net loss of $15 million due to the impact of changes in the Lebanese pound and the Egyptian pound during the nine months ended September 30, 2024. As of March 31, 2024, the operations of Lebanon and Egypt have transferred to NCR Atleos; however, we retained certain assets and liabilities under the separation and disclosure agreement which were impacted by the changes in foreign currency fluctuations. The impact of the out-of-period correction of $8 million in expense is included in foreign currency fluctuations and foreign exchange contracts for the three months ended September 30, 2024, with $2 million of expense for the nine months ended September 30, 2024.

Current wording

Foreign currency fluctuations and foreign exchange contracts within Other income (expense), net, includes a net loss of $15 million due to the impact of changes in the Lebanese pound and the Egyptian pound during the three months ended March 31, 2024. As of March 31, 2024, the operations of Lebanon and Egypt transferred to NCR Atleos; however, we retained certain assets and liabilities under the separation and disclosure agreement which were impacted by the changes in foreign currency fluctuations.

Previous wording

Income tax provisions for interim (quarterly) periods are based on an estimated annual effective income tax rate calculated separately from the effect of significant, infrequent or unusual items. Income tax benefit from continuing operations was $1 million for the three months ended September 30, 2024 compared to income tax expense of $187 million for the three months ended September 30, 2023. The change in tax expense was primarily due to $195 million discrete tax expenses related to the internal restructuring transactions in connection with the Spin-Off for the three months ended September 30, 2023.

Current wording

Income tax provisions for interim (quarterly) periods are based on an estimated annual effective income tax rate calculated separately from the effect of significant, infrequent, or unusual items. Income tax benefit from continuing operations was $7 million for the three months ended March 31, 2025, compared to income tax benefit of $5 million for the three months ended March 31, 2024. The change was primarily driven by a favorable change in discrete tax expenses and benefits partially offset by the impact of a lower loss from continuing operations before taxes in the three months ended March 31, 2025 compared to the prior year.

Previous wording

The Company recognized income from discontinued operations, net of tax, of $138 million for the three months ended September 30, 2023, of which $32 million related to income from discontinued operations, net of tax, for the Digital Banking Sale and $68 million related to income from discontinued operations, net of tax, for NCR Atleos.

Current wording

The Company recognized income from discontinued operations, net of tax, of $30 million for the three months ended March 31, 2024, of which $32 million related to income from discontinued operations, net of tax, for the Digital Banking Sale and $2 million of expense from discontinued operations, net of tax, for NCR Atleos.

Previous wording

The Company manages and reports its businesses in the following two segments: Retail and Restaurants (formerly reported as Hospitality). Segments are measured for profitability by the Company’s chief operating decision maker based on revenue and segment Adjusted EBITDA. Refer to the section above entitled “Non-GAAP Financial Measures and Use of Certain Terms” for our definition of Adjusted EBITDA and the reconciliation of net income (loss) from continuing operations attributable to NCR Voyix (GAAP) to Adjusted EBITDA (non-GAAP).

Current wording

The Company manages and reports its businesses in the following two segments: Retail and Restaurants. Segments are measured for profitability by the Company’s chief operating decision maker based on revenue and segment Adjusted EBITDA. Refer to the section above entitled “Non-GAAP Financial Measures and Use of Certain Terms” for our definition of Adjusted EBITDA and the reconciliation of net income (loss) from continuing operations attributable to NCR Voyix (GAAP) to Adjusted EBITDA (non-GAAP).

Previous wording

Corporate and Other includes income and expenses related to corporate functions that are not specifically attributable to any of our two individual reportable segments along with certain non-strategic businesses that are considered immaterial operating segment(s), certain countries which are expected to transfer to NCR Atleos during the remainder of 2024, and commercial agreements with NCR Atleos.

Current wording

Corporate and Other includes income and expenses related to corporate functions that are not specifically attributable to any of our two individual reportable segments along with certain non-strategic businesses that are considered immaterial operating segment(s) and commercial agreements with NCR Atleos.

Previous wording

The following tables show our segment revenue and Adjusted EBITDA for the three and nine months ended September 30, the relative percentage that those amounts represent to segment revenue, and the change in those amounts year-over-year.

Current wording

The following tables show our segment revenue and Adjusted EBITDA for the three months ended March 31, the relative percentage that those amounts represent to segment revenue, and the change in those amounts year-over-year.

Previous wording

Retail revenue decreased 12% and 8% for the three and nine months ended September 30, 2024, respectively, compared to the prior year periods. For the three and nine months ended September 30, 2024, the decrease in revenue is due to a decrease in hardware revenue, as well as a decrease in one-time software and services revenue, primarily transaction services revenue, as compared to the prior year period.

Current wording

Retail revenue decreased 14% for the three months ended March 31, 2025 compared to the prior year period. The decrease in revenue is mainly related to a decrease in hardware revenue, a decrease in software license revenue, as well as a decrease in transaction services and professional services revenues for one-time revenues recognized in the prior year period, offset by an increase in hardware maintenance revenue as compared to the prior year period. Retail recurring revenue grew by 4% when comparing the first quarter of 2025 to the same period in 2024.

Previous wording

Restaurants revenue decreased 8% and 7% for the three and nine months ended September 30, 2024, respectively, compared to the prior year periods. For the three and nine months ended September 30, 2024, the decrease in revenue is due to a decrease in hardware revenue. For the nine months ended September 30, 2024, this decrease was offset by an increase in software-related revenue, primarily payment processing services revenues.

Current wording

Restaurants revenue decreased 5% for the three months ended March 31, 2025 compared to the prior year period. The decrease in revenue is due to a decrease in hardware revenue, as well as a decrease in cloud services revenue for one-time revenue recognized in the prior year period, implementation services revenue and professional services revenue for one-time revenues recognized in the prior year period, partially offset by an increase in payments processing revenue.

Previous wording

Retail Adjusted EBITDA decreased 12% for both of the three and nine months ended September 30, 2024, respectively, compared to the prior year periods. The decrease in Adjusted EBITDA for both periods is due to one-time software and services revenue recognized in the prior year.

Current wording

Retail Adjusted EBITDA decreased 24% for the three months ended March 31, 2025 compared to the prior year period. The decrease in Adjusted EBITDA is due to the decrease in hardware revenue and lower hardware-related gross margin, as well as lower one-time software revenue in 2025 as compared to the prior year period.

Previous wording

Restaurants Adjusted EBITDA increased 27% and 24% for the three and nine months ended September 30, 2024, respectively, compared to the prior year periods. This increase is due to favorable software and services revenue mix, along with cost mitigation actions around cost of goods and service delivery costs taken during the year.

Current wording

Restaurants Adjusted EBITDA increased 7% for the three months ended March 31, 2025 compared to the prior year period. This increase is due to favorable software and services revenue mix, as well as cost mitigation actions implemented during the second half of 2024.

Previous wording

Our primary liquidity needs in the ordinary course of business are to fund: (i) normal operating expenses; (ii) interest and principal requirements of our outstanding indebtedness; (iii) capital expenditures and operating lease payments; (iv) remediation payments related to environmental matters; (v) expected pension and postemployment plan contributions; and (vi) payments related to transformation and restructuring initiatives. We believe these needs will be satisfied in both the short and long term based on our current cash position, cash flows generated by our operations, and existing financing arrangements.

Current wording

Our primary liquidity needs in the ordinary course of business are: (i) normal operating expenses; (ii) interest and principal requirements of our outstanding indebtedness; (iii) capital expenditures and lease payments; (iv) remediation payments related to environmental matters; (v) pension and postemployment plan contributions; and (vi) transformation and restructuring initiatives. We believe these needs will be satisfied in both the short and long term based on our current cash position, cash flows generated by our operations, and existing financing arrangements.

Previous wording

As of September 30, 2024, our cash and cash equivalents totaled $795 million and our total debt was $1.1 billion. Our borrowing capacity under our senior secured credit facilities was $478 million as of September 30, 2024. Our ability to generate positive cash flows from operations is dependent on general economic conditions, and the competitive environment in our industry, and is subject to business and other risk factors, including as detailed in our filings with the SEC. If we are unable to generate sufficient cash flows from operations, or otherwise comply with the terms of our credit facilities, we may be required to seek additional financing alternatives.

Current wording

As of March 31, 2025, our cash and cash equivalents totaled $573 million and our total debt was $1.1 billion. Our borrowing capacity under our senior secured credit facilities was $500 million as of March 31, 2025. Our ability to generate positive cash flows from operations is dependent on general economic conditions, and the competitive environment in our industry, and is subject to business and other risk factors, including as detailed in our filings with the SEC. If we are unable to generate sufficient cash flows from operations, or otherwise comply with the terms of our credit facilities, we may be required to seek additional financing alternatives.

Previous wording

The following table summarizes our cash flows from operating activities, investing activities and financing activities for the nine months ended September 30, 2024 and 2023:

Current wording

The following table summarizes our cash flows from operating activities, investing activities and financing activities the three months ended March 31, 2025 and 2024. The Consolidated Statements of Cash Flows include the results of continuing and discontinued operations.