NCR Atleos Corp
For the period ended Sep 30, 2025. Filed Nov 6, 2025.
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Sep 30, 2025 · Filed Nov 6, 2025
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Notes to Condensed Consolidated Financial Statements (Unaudited)
Index to Financial Statements and Supplemental Data
Note 1. Basis of Presentation and Summary of Significant Accounting Policies
Note 2. Goodwill and Purchased Intangible Assets
Note 3. Segment Information and Concentrations
Note 4. Debt Obligations
Note 5. Trade Receivables
Note 6. Income Taxes
Note 7. Stock Compensation Plans
Note 8. Employee Benefit Plans
Note 9. Commitments and Contingencies
Note 10. Earnings Per Share
Note 11. Derivatives and Hedging Instruments
Note 12. Fair Value of Assets and Liabilities
Note 13. Accumulated Other Comprehensive Income
Note 14. Supplemental Financial Information
Note 15. Revisions of Previously Issued Financial Statements
- BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NCR Atleos Corporation (“Atleos,” the “Company,” “we,” or “our”) is an industry-leading financial technology company providing self-directed banking solutions to a global customer base, including financial institutions, retailers and consumers. Our comprehensive solutions enable the acceleration of self-directed banking through automated teller machine (“ATM”) and interactive teller machine (“ITM”) technology, including software, services, hardware and our proprietary Allpoint network. We are a global company headquartered in Atlanta, Georgia.
The accompanying Condensed Consolidated Financial Statements have been prepared by the Company without audit pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) and, in the opinion of management, include all adjustments (consisting of normal, recurring adjustments, unless otherwise disclosed) necessary for a fair statement of the condensed consolidated results of operations, financial position, and cash flows for each period presented. The consolidated results for the interim periods are not necessarily indicative of results to be expected for the full year. The 2024 year-end Condensed Consolidated Balance Sheet was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States (“GAAP”). These financial statements have been prepared on a consistent basis, and should be read in conjunction with, our amended and restated Annual Report on Form 10-K/A for the period ending December 31, 2024 (the “2024 Form 10-K/A”).
On October 16, 2023, the Company completed its separation from NCR Corporation (now known as NCR Voyix Corporation or “Voyix” and referred to as “NCR” prior to the Separation) and launched as an independent publicly-traded company (the “Separation” or “Spin-off”). The Spin-off was achieved by means of a pro-rata distribution of all of Atleos’ common stock to Voyix’s stockholders of record at the close of business on October 2, 2023 (“Record Date”) (collectively, the “Distribution”). Following the Spin-off, certain functions continue to be provided by or for Voyix under the Transition Services Agreements or are being performed using Atleos’ own resources or third-party service providers. Additionally, certain maintenance services, product resale and other support services and supply chain operations will continue to be provided by or to Voyix under the Commercial Agreements.
Unless otherwise noted, all figures within the Condensed Consolidated Financial Statements are stated in millions of U.S. Dollars (USD).
Use of Estimates The preparation of financial statements in accordance with GAAP requires us to make estimates and judgments that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and revenue and expenses during the periods reported. Estimates are used when accounting for receivable and inventory reserves, depreciation and amortization of long-lived assets, employee benefit plan obligations, asset retirement obligations, product liabilities, income and withholding taxes, contingencies, valuation of business combinations, and certain aspects of revenue recognition.
Although our estimates contemplate current and expected future conditions, as applicable, it is reasonably possible that actual conditions could differ from our expectations, which could materially affect our results of operations and financial position. In particular, a number of estimates have been and will continue to be affected by the ongoing macroeconomic pressures and geopolitical challenges. The ultimate impact on our overall financial condition and operating results will depend on the duration and severity of supply chain challenges and cost escalations including materials, labor and freight, and any additional governmental and public actions taken in response. Our accounting estimates and assumptions may change over time as a consequence of these external factors. Such changes could result in future impairments of goodwill, intangible assets, long-lived assets, incremental credit losses on accounts receivable and decreases in the carrying amount of our tax assets.
Reclassifications Certain prior-period amounts have been reclassified in the accompanying Condensed Consolidated Financial Statements and Notes thereto in order to conform to the current period presentation.
Subsequent Events We evaluated subsequent events through the date that our Condensed Consolidated Financial Statements were issued. Other than the items discussed within the Notes to Condensed Consolidated Financial Statements, no matters were identified that required adjustment to the Condensed Consolidated Financial Statements or additional disclosure.
Revision of Previously Issued Financial Statements During the third quarter of 2025, we identified misstatements in our previously issued financial statements related to subscription software-related revenue. We determined that the misstatements were not material to any previously issued interim or annual financial statements. However, we are revising the financial statements for all periods presented because we concluded that correcting the cumulative misstatement in the current period would be material to our results of operations for the period ended September 30, 2025, and is expected to be material to the year-ending December 31, 2025.
Other unrelated immaterial misstatements were also identified in 2025 impacting prior periods, including those previously disclosed and revised in the second quarter of 2025, relating primarily to the incorrect treatment of certain network-related revenue and costs and remeasurement of indirect taxes denominated in foreign currencies. We determined that the misstatements were not material, individually or in the aggregate, to any previously issued interim or annual financial statements. However, we are including the correction of these misstatements in the revision of the financial statements for all periods impacted. The revision of the financial statements for the annual periods ending December 31, 2024, December 31, 2023, and December 31, 2022 is reflected in the 2024 Form 10-K/A filed with the SEC on November 5, 2025 (the amendment was filed in connection with the identification of a material weakness in internal control over financial reporting). See Note 15, “Revisions of Previously Issued Financial Statements”, for additional information and quantification of the revision impacts. Current and prior period amounts in the applicable Notes to Condensed Consolidated Financial Statements have been adjusted, where applicable, to reflect the impact of such corrections.
The revisions for the quarterly periods ended March 31, 2025 and June 30, 2025 will be included in our future Quarterly Reports on Form 10-Q for the quarterly periods ending March 31, 2026 and June 30, 2026.
Cash, Cash Equivalents, and Restricted Cash The reconciliation of cash, cash equivalents and restricted cash in the Condensed Consolidated Statements of Cash Flows is as follows:
| In millions · Location in the Condensed Consolidated Balance Sheet · September 30 | |||
|---|---|---|---|
| 2025 · 2024 | |||
| Cash and cash equivalents | Cash and cash equivalents | $412 | $395 |
| Cash included in settlement processing assets | Restricted cash | 162 | 279 |
| Long term restricted cash | Other Assets | 13 | 10 |
| Total cash, cash equivalents, and restricted cash | $587 | $684 | |
Contract Assets and Liabilities The following table presents the net contract liability balances as of September 30, 2025 and December 31, 2024. As of September 30, 2025 and December 31, 2024, no contracts were in a net asset position.
| In millions | Location in the Condensed Consolidated Balance Sheet | September 30, 2025 | December 31, 2024 |
|---|---|---|---|
| Current portion of contract liabilities | Contract liabilities | $358 | $328 |
| Non-current portion of contract liabilities | Other liabilities | $30 | $29 |
During the nine months ended September 30, 2025, we recognized $224 million in revenue that was included in contract liabilities as of December 31, 2024. During the nine months ended September 30, 2024, we recognized $238 million in revenue that was included in contract liabilities as of December 31, 2023.
Remaining Performance Obligations Remaining performance obligations represent the transaction price of contracts for which products have not been delivered or services have not been performed. As of September 30, 2025, the aggregate amount of the transaction price allocated to remaining performance obligations was approximately $2.0 billion. We expect to recognize revenue on approximately three-quarters of the remaining performance obligations over the next 12 months, with the remainder recognized thereafter. The majority of our professional services are expected to be recognized over the next 12 months but this is contingent upon a number of factors, including customers’ needs and schedules.
We have made three elections that affect the value of remaining performance obligations described above. We do not disclose remaining performance obligations for contracts where variable consideration is directly allocated based on usage or when the original expected duration is one year or less. Additionally, we do not disclose remaining performance obligations for contracts where we recognize revenue from the satisfaction of the performance obligation in accordance with the “right to invoice” practical expedient.
Accounts Receivable and Allowance for Credit Losses on Accounts Receivable The components of Accounts receivable, net are summarized as follows:
| In millions | September 30, 2025 | December 31, 2024 |
|---|---|---|
| Accounts receivable | ||
| Trade | $518 | $515 |
| Other | 63 | 81 |
| Accounts receivable, gross | 581 | 596 |
| Less: allowance for credit losses | (12) | (15) |
| Total accounts receivable, net | $569 | $581 |
The allowance for credit losses as of September 30, 2025 and December 31, 2024 was $12 million and $15 million, respectively. We continue to evaluate our reserves in light of the age and quality of our outstanding accounts receivable as well as risks to specific industries or countries and adjust the reserves accordingly. Provisions, write-offs and recoveries against the reserve for each of the three and nine months ended September 30, 2025 and 2024 were immaterial.
Recent Accounting Pronouncements
Adoption of New Accounting Pronouncements in fiscal year 2025
In December 2023, the Financial Accounting Standards Board (“FASB”) issued accounting standards update (“ASU”) 2023-08, Intangibles-Goodwill and Other-Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets, which requires entities that hold crypto assets to subsequently measure such assets at fair value with changes recognized in net income each reporting period. The guidance also requires crypto assets measured at fair value to be presented separately from other intangible assets on the balance sheet and changes in the fair value measurement of crypto assets to be presented separately on the income statement from changes in the carrying amounts of other intangible assets. The new standard is effective for fiscal years beginning after December 15, 2024, including interim periods within those fiscal years, with early adoption permitted. The adoption of this ASU did not have an effect on our Condensed Consolidated Financial Statements and related disclosures because we generally do not carry a material amount of Bitcoin.
Adoption of New Accounting Pronouncements in fiscal year 2024
In January 2025, the SEC staff issued Staff Accounting Bulletin No. 122 (“SAB 122”), which rescinds the interpretive guidance in the Staff Accounting Bulletin No. 121 (“SAB 121”) for reporting entities that have an obligation to safeguard customers’ crypto assets. Under SAB 121, entities were required to recognize both a liability and a corresponding asset for their safeguarding obligations. With the new guidance, an entity that has a safeguarding obligation should assess whether it has any loss contingencies under ASC 450, Contingencies. SAB 122 must be applied retrospectively for annual periods beginning after December 15, 2024, with an early adoption permitted in any interim or annual financial statement filed with the SEC on or after January 30, 2025. We are not currently offering digital asset safeguarding services to our customers and the adoption of this new guidance did not have an impact on our net income, cash flows, earnings per share or financial condition.
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which is intended to improve reportable segment disclosure requirements, primarily through additional disclosures about significant segment expenses on an interim and annual basis. Additionally, it requires a public entity to disclose the title and position of the chief operating decision maker. The new standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The amendments should be applied retrospectively to all prior periods presented in the financial statements unless impracticable. The adoption of this ASU did not have an effect on our net income, cash flows or financial condition.
Accounting Pronouncements Issued But Not Yet Adopted
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40). This ASU requires disclosure in the notes to financial statements, at each interim and annual reporting period, of specified information about certain costs and expenses including purchases of inventory, employee compensation, depreciation, and intangible asset amortization included in each relevant expense caption. Also required is a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated. This ASU is effective for all public entities for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted. The disclosure requirements will be applied on a prospective basis, with the option to apply them retrospectively. We are in the process of evaluating these new disclosure requirements and the impact of adoption.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires more detailed income tax disclosures. The guidance requires entities to disclose disaggregated information about their effective tax rate reconciliation as well as expanded information on income taxes paid by jurisdiction. The disclosure requirements will be applied on a prospective basis, with the option to apply them retrospectively. The new standard is effective for annual periods beginning after December 15, 2024, with early adoption permitted. We are in the process of evaluating the impact of the new standard on the related disclosures.
Although there are new accounting pronouncements issued by the FASB and not yet adopted by or effective for us, we do not believe any of these accounting pronouncements will have a material impact on our Condensed Consolidated Financial Statements.
- GOODWILL AND PURCHASED INTANGIBLE ASSETS
The carrying amount of goodwill by segment as of September 30, 2025 and December 31, 2024 is presented in the table below. Foreign currency fluctuations are included within other adjustments.
| December 31, 2024 · September 30, 2025 | ||||
|---|---|---|---|---|
| In millions | Goodwill | Additions | Other | Goodwill |
| Network | $1,695 | $7 | $1 | $1,703 |
| Self Service Banking(1) | 255 | — | 1 | 256 |
| Total goodwill | $1,950 | $7 | $2 | $1,959 |
(1)The carrying amount of goodwill for the Self-Service Banking segment is presented net of accumulated impairment losses of $16 million as of each period end.
Our acquired intangible assets, reported in Intangibles, net in the Condensed Consolidated Balance Sheets, were specifically identified when acquired, and are deemed to have finite lives. The gross carrying amount and accumulated amortization of these identifiable intangible assets are set forth in the table below.
| Amortization Period(in Years) · September 30, 2025 · December 31, 2024 | |||||
|---|---|---|---|---|---|
| In millions · Gross Carrying Amount · Accumulated Amortization · Gross Carrying Amount · Accumulated Amortization | |||||
| Identifiable intangible assets | |||||
| Direct customer relationships | 1 - 15 | $398 | $(128) | $390 | $(109) |
| Technology-software | 3 - 8 | 535 | (291) | 504 | (244) |
| Tradenames | 1 - 10 | 51 | (46) | 50 | (41) |
| Total identifiable intangible assets | $984 | $(465) | $944 | $(394) | |
The increase in the gross carrying amount of acquired intangible assets was driven by business combinations and acquisitions of intellectual property.
Amortization expense related to acquired intangible assets for the three and nine months ended September 30, 2025 and 2024 was as follows:
| Three months ended September 30, | Nine months ended September 30, | |||
|---|---|---|---|---|
| In millions | 2025 | 2024 | 2025 | 2024 |
| Amortization expense | $24 | $24 | $71 | $72 |
The estimated amortization expense for acquired intangible assets for the following periods is:
| For the years ended December 31, | |||||
|---|---|---|---|---|---|
| In millions | Remainder of 2025 | 2026 | 2027 | 2028 | 2029 |
| Amortization expense | $24 | $91 | $82 | $79 | $55 |
- SEGMENT INFORMATION AND CONCENTRATIONS
Our Company is organized primarily based on our operating model, management structure and organizational responsibilities. Resources are allocated and segment performance is assessed by our President and Chief Executive Officer, whom we have determined to be our Chief Operating Decision Maker (“CODM”). The following is a description of ourthree reportable segments:
Self-Service Banking—Offers solutions to enable customers in the financial services industry to reduce costs, generate new revenue streams and enhance customer loyalty. These solutions include a comprehensive line of ATM hardware and software, and related installation, maintenance, and managed and professional services. We also offer an ATM as a Service (“ATMaaS”) solution to manage and run the ATM channel end-to-end for financial institutions that includes back office, cash management, software management and ATM deployment, among others.
Network—Provides a cost-effective way for financial institutions, financial technology companies (“fintechs”), neobanks, and retailers to reach and serve their customers through our network of ATMs and multi-functioning financial services kiosks. We offer credit unions, banks, digital banks, fintechs, stored-value debit card issuers, and other consumer financial services providers access to our ATM network, including our proprietary Allpoint network, providing convenient and fee-free cash withdrawal and deposit access to their customers and cardholders as well as the ability to convert a digital value to cash, or vice versa, via ReadyCode (formerly Pay360). We also provide ATM branding solutions to financial institutions, ATM management and services to retailers and other businesses, and our LibertyX solution gives consumers the ability to buy and sell Bitcoin.
Telecommunications & Technology (“T&T”)—Offers managed network and infrastructure services to enterprise clients across all industries via direct relationships with communications service providers and technology manufacturers. Our customers rely on us as a strategic partner to help them reduce complexity, improve cost efficiency, and enable global geographical reach. We deliver expert professional, field, and remote services for modern network technologies including Software-Defined Wide Area Networking, Network Functions Virtualization, Wireless Local Area Networks, Optical Networking, and Edge Networks.
These segments represent components of the Company for which separate financial information is available that is utilized on a regular basis by the CODM in assessing segment performance and in allocating resources. We evaluate the performance of segments and allocate resources to them based on revenue and Adjusted EBITDA. We determine Adjusted EBITDA based on GAAP net income (loss) attributable to Atleos plus interest expense, net; plus income tax expense (benefit); plus depreciation and amortization; plus acquisition-related costs; plus pension mark-to-market adjustments, pension settlements, pension curtailments and pension special termination benefits; plus separation-related costs; plus transformation and restructuring charges (which includes integration, severance, divestiture and other exit and disposal costs); plus stock-based compensation expense; plus Voyix legal and environmental indemnification expense; plus other amounts included in Other income (expense), net. We consider these adjustments non-operational or non-recurring in nature and we exclude them from the Adjusted EBITDA metric utilized by our CODM in evaluating segment performance.
The CODM uses segment Adjusted EBITDA in the annual budgeting and forecasting process for all segments. The CODM considers budget-to-actual variances for their profit measure on a monthly basis when making decisions about allocating capital and personnel to the segments.
Corporate income and expenses not allocated to segments includes income and expenses related to corporate functions that are not specifically attributable to an individual reportable segment. Other income and expenses not allocated to segments includes certain other immaterial business operations, including commerce-related operations that do not represent a reportable segment in countries that Voyix exited that are aligned to Atleos. Other also includes revenues from commercial agreements with Voyix.
Assets are not allocated to segments, and thus are not included in the assessment of segment performance. Consequently, we do not disclose total assets by reportable segment.
The accounting policies used to determine the results of our operating segments are the same as those utilized for the Condensed Consolidated Financial Statements as a whole. Inter-segment sales and transfers are not material.
The following tables present revenue, significant segment expenses and Adjusted EBITDA by segment for the three and nine months ended September 30, 2025 and 2024.
| In millions | For the three months ended September 30, 2025 | |||
|---|---|---|---|---|
| Self-Service Banking · Network · T&T · Total | ||||
| Segment Revenue | $744 | $328 | $40 | $1,112 |
| Other (1) | 9 | |||
| Consolidated Revenue | $1,121 | |||
| Less: | ||||
| Adjusted cost of products (2) | 190 | 12 | 1 | 203 |
| Adjusted cost of services (2) | 326 | 224 | 27 | 577 |
| Adjusted SG&A and R&D expenses (2) | 46 | 24 | 4 | 74 |
| Other segment items (3) | (14) | (25) | — | (39) |
| Total Segment Adjusted EBITDA | $196 | $93 | $8 | $297 |
| Reconciliation of Segment Adjusted EBITDA to Net income attributable to Atleos | ||||
| Segment Adjusted EBITDA | $297 | |||
| Less unallocated amounts | ||||
| Corporate income and expenses not allocated to segments | 78 | |||
| Interest expense | 68 | |||
| Interest income | (2) | |||
| Income tax expense | 7 | |||
| Depreciation and amortization expense | 43 | |||
| Amortization of acquisition-related intangibles | 24 | |||
| Stock-based compensation expense | 8 | |||
| Separation costs | 1 | |||
| Acquisition-related costs | 3 | |||
| Transformation and restructuring | 11 | |||
| Voyix indemnification expense (4) | 22 | |||
| Other (income) expense items, net (5) | 8 | |||
| Net income attributable to Atleos | $26 | |||
| In millions | For the nine months ended September 30, 2025 | |||
|---|---|---|---|---|
| Self-Service Banking · Network · T&T · Total | ||||
| Segment Revenue | $2,099 | $946 | $124 | $3,169 |
| Other (1) | 33 | |||
| Consolidated Revenue | $3,202 | |||
| Less: | ||||
| Adjusted cost of products (2) | 516 | 35 | 3 | 554 |
| Adjusted cost of services (2) | 956 | 654 | 84 | 1,694 |
| Adjusted SG&A and R&D expenses (2) | 135 | 67 | 13 | 215 |
| Other segment items (3) | (44) | (75) | (1) | (120) |
| Total Segment Adjusted EBITDA | $536 | $265 | $25 | $826 |
| Reconciliation of Segment Adjusted EBITDA to Net income attributable to Atleos | ||||
| Segment Adjusted EBITDA | $826 | |||
| Less unallocated amounts | ||||
| Corporate income and expenses not allocated to segments | 233 | |||
| Other income and expenses not allocated to segments | (1) | |||
| Interest expense | 204 | |||
| Interest income | (4) | |||
| Income tax expense | 35 | |||
| Depreciation and amortization expense | 129 | |||
| Amortization of acquisition-related intangibles | 71 | |||
| Stock-based compensation expense | 25 | |||
| Separation costs | 9 | |||
| Acquisition-related costs | 4 | |||
| Transformation and restructuring | 1 | |||
| Voyix indemnification expense (4) | 27 | |||
| Other (income) expense items, net (5) | 14 | |||
| Net income attributable to Atleos | $79 | |||
(1)Represents certain other immaterial business operations that do not represent a reportable segment, including commerce-related operations in countries that Voyix exited that are aligned to Atleos. Other also includes revenues from commercial agreements with Voyix.
(2)Adjusted cost of products, Adjusted cost of services and Adjusted SG&A and R&D expenses are determined by excluding, as applicable: acquisitions related costs; pension settlements, pension curtailments and pension special termination benefits; separation-related costs; amortization of acquisition-related intangibles; transformation and restructuring charges (which includes integration, severance, divestiture and other exit and disposal costs); and other non-recurring or unusual items from the cost of products, cost of services, selling, general and administrative expenses (“SG&A”), and research and development expenses (“R&D”) as presented on the statement of operations. These amounts are presented consistent with how they are viewed by the CODM. The costs are calculated consistent with our definition of Adjusted EBITDA, which is our measure of segment profit or loss, except that these amounts include depreciation and amortization expense. We believe these measures are useful for investors because they may provide a more complete understanding of our underlying operational performance, as well as consistency and comparability with past reports of financial results.
(3)Primarily includes an adjustment for depreciation and amortization expense to reconcile segment results to Adjusted EBITDA, which is our segment measure of profit or loss.
(4)Represents our indemnification of certain legal and environmental remediation-related costs shared with Voyix. Refer to Note 9, “Commitments and Contingencies”, for further details on the Shared Matters.
(5)Includes certain income and expense items reported within Other income (expense), net on the Condensed Consolidated Statements of Operations, such as bank fees, the components of pension, post-employment and postretirement expense other than service cost, and the impact of foreign currency fluctuations. Prior to 2025, our calculations of Adjusted EBITDA did not exclude these items. All periods presented have been recast to reflect the new definition. Additional amounts reported in Other income (expense), net are separately captured in this reconciliation. Therefore, Other (income) expense items, net shown here will not agree to total Other income (expense), net on the Condensed Consolidated Statements of Operations.
| In millions | For the three months ended September 30, 2024 | |||
|---|---|---|---|---|
| Self-Service Banking · Network · T&T · Total | ||||
| Segment Revenue | $672 | $332 | $46 | $1,050 |
| Other (1) | 23 | |||
| Consolidated Revenue | $1,073 | |||
| Less: | ||||
| Adjusted cost of products (2) | 167 | 13 | 3 | 183 |
| Adjusted cost of services (2) | 313 | 217 | 30 | 560 |
| Adjusted SG&A and R&D expenses (2) | 44 | 27 | 4 | 75 |
| Other segment items (3) | (14) | (27) | — | (41) |
| Total Segment Adjusted EBITDA | $162 | $102 | $9 | $273 |
| Reconciliation of Segment Adjusted EBITDA to Net income (loss) attributable to Atleos | ||||
| Segment Adjusted EBITDA | $273 | |||
| Less unallocated amounts | ||||
| Corporate income and expenses not allocated to segments | 71 | |||
| Other income and expenses not allocated to segments | (3) | |||
| Interest expense | 79 | |||
| Interest income | (1) | |||
| Income tax expense | 10 | |||
| Depreciation and amortization expense | 45 | |||
| Amortization of acquisition-related intangibles | 24 | |||
| Stock-based compensation expense | 9 | |||
| Separation costs | 5 | |||
| Acquisition-related costs | (1) | |||
| Transformation and restructuring | 7 | |||
| Voyix indemnification expense (4) | 2 | |||
| Other (income) expense items, net (4) | 5 | |||
| Net income attributable to Atleos | $21 | |||
| In millions | For the nine months ended September 30, 2024 | |||
|---|---|---|---|---|
| Self-Service Banking · Network · T&T · Total | ||||
| Segment Revenue | $1,967 | $967 | $148 | $3,082 |
| Other (1) | 115 | |||
| Consolidated Revenue | $3,197 | |||
| Less: | ||||
| Adjusted cost of products (2) | 477 | 42 | 9 | 528 |
| Adjusted cost of services (2) | 945 | 636 | 96 | 1,677 |
| Adjusted SG&A and R&D expenses (2) | 137 | 80 | 17 | 234 |
| Other segment items (3) | (40) | (80) | (1) | (121) |
| Total Segment Adjusted EBITDA | $448 | $289 | $27 | $764 |
| Reconciliation of Segment Adjusted EBITDA to Net income (loss) attributable to Atleos | ||||
| Segment Adjusted EBITDA | $764 | |||
| Less unallocated amounts | ||||
| Corporate income and expenses not allocated to segments | 218 | |||
| Other income and expenses not allocated to segments | (10) | |||
| Interest expense | 237 | |||
| Interest income | (5) | |||
| Income tax expense | 18 | |||
| Depreciation and amortization expense | 132 | |||
| Amortization of acquisition-related intangibles | 72 | |||
| Stock-based compensation expense | 28 | |||
| Separation costs | 20 | |||
| Acquisition-related costs | (5) | |||
| Transformation and restructuring | 14 | |||
| Voyix indemnification expense (4) | 2 | |||
| Other (income) expense items, net (5) | 4 | |||
| Net income attributable to Atleos | $39 | |||
(1)Represents certain other immaterial business operations that do not represent a reportable segment, including commerce-related operations in countries that Voyix exited that are aligned to Atleos. Other also includes revenues from commercial agreements with Voyix.
(2)Adjusted cost of products, Adjusted cost of services and Adjusted SG&A and R&D expenses are determined by excluding, as applicable: acquisitions related costs; pension settlements, pension curtailments and pension special termination benefits; separation-related costs; amortization of acquisition-related intangibles; transformation and restructuring charges (which includes integration, severance, divestiture and other exit and disposal costs); and other non-recurring or unusual items from the cost of products, cost of services, selling, general and administrative expenses (“SG&A”), and research and development expenses (“R&D”) as presented on the statement of operations. These amounts are presented consistent with how they are viewed by the CODM. The costs are calculated consistent with our definition of Adjusted EBITDA, which is our measure of segment profit or loss, except that these amounts include depreciation and amortization expense. We believe these measures are useful for investors because they may provide a more complete understanding of our underlying operational performance, as well as consistency and comparability with past reports of financial results.
(3)Primarily includes an adjustment for depreciation and amortization expense to reconcile segment results to Adjusted EBITDA, which is our segment measure of profit or loss.
(4)Represents our indemnification of certain legal and environmental remediation-related costs shared with Voyix. Refer to Note 9, “Commitments and Contingencies”, for further details on the Shared Matters.
(5)Includes certain income and expense items reported within Other income (expense), net on the Condensed Consolidated Statements of Operations, such as bank fees, the components of pension, post-employment and postretirement expense other than service cost, and the impact of foreign currency fluctuations. Prior to 2025, our calculations of Adjusted EBITDA did not exclude these items. All periods presented have been recast to reflect the new definition. Additional amounts reported in Other income (expense), net are separately captured in this reconciliation. Therefore, Other (income) expense items, net shown here will not agree to total Other income (expense), net on the Condensed Consolidated Statements of Operations.
The following table presents recurring revenue and all other products and services revenue that we recognize at a point in time:
| In millions · Three months ended September 30, · Nine months ended September 30, | ||||
|---|---|---|---|---|
| 2025 · 2024 · 2025 · 2024 | ||||
| Recurring revenue (1) | $783 | $785 | $2,296 | $2,334 |
| All other products and services | 338 | 288 | 906 | 863 |
| Total revenue | $1,121 | $1,073 | $3,202 | $3,197 |
(1)Recurring revenue includes all revenue streams from contracts where there is a predictable revenue pattern that will occur at regular intervals with a relatively high degree of certainty. This includes hardware and software maintenance revenue, processing revenue, interchange and network revenue, Bitcoin-related revenue, and certain professional services arrangements, as well as term-based software license arrangements that include customer termination rights.
Revenue is attributed to the geographic area to which the product is delivered or in which the service is provided. The following table presents our revenue by geographic area:
| In millions · Three months ended September 30, · Nine months ended September 30, | ||||
|---|---|---|---|---|
| 2025 · 2024 · 2025 · 2024 | ||||
| United States (“U.S.”) | $500 | $487 | $1,448 | $1,453 |
| Americas (excluding U.S.) | 152 | 124 | 406 | 392 |
| Europe, Middle East and Africa | 344 | 339 | 996 | 972 |
| Asia Pacific | 125 | 123 | 352 | 380 |
| Total revenue | $1,121 | $1,073 | $3,202 | $3,197 |
- DEBT OBLIGATIONS
The following table summarizes our short-term borrowings and long-term debt:
| In millions, except percentages · September 30, 2025 · December 31, 2024 | ||||
|---|---|---|---|---|
| Amount · Weighted Average Interest Rate · Amount · Weighted Average Interest Rate | ||||
| Short-Term Borrowings | ||||
| Current portion of Senior Secured Credit Facility | $78 | 6.81% | $78 | 7.35% |
| Other | 2 | 7.17% | 3 | 7.19% |
| Total short-term borrowings | $80 | $81 | ||
| Long-Term Borrowings | ||||
| Senior Secured Credit Facility: | ||||
| Term loan facilities | $1,256 | 6.86% | $1,335 | 7.62% |
| Revolving credit facility | 225 | 7.07% | 225 | 7.50% |
| Senior Secured Notes: | ||||
| 9.500% Senior Secured Notes due 2029 | 1,350 | 1,350 | ||
| Discount and deferred financing fees | (43) | (54) | ||
| Other | 1 | 7.17% | 3 | 7.17% |
| Total long-term debt | $2,789 | $2,859 | ||
Senior Secured Credit Facility The Company is party to a Credit Agreement, amended on October 17, 2024 (the “Amended Credit Agreement”), which provides for a senior secured Term Loan A facility in an aggregate principal amount of $835 million (the loans thereunder being “Term A-1 Loans”), a senior secured Term Loan A-2 Facility in an aggregate principal amount of $300 million (the loans thereunder being “Term A-2 Loans”) and a senior secured Term Loan B Facility in an aggregate principal amount of $445 million (the loans thereunder being “Term B Loans” and together with the Term A-1 Loans and the Term A-2 Loans, the “Term Loan Facilities”) and a revolving credit facility with commitments in an aggregate principal amount of $600 million (the “Revolving Credit Facility”).
On September 18, 2025, we entered into a Refinancing Facility Agreement, which modified the Amended Credit Agreement (the “Refinancing Facility Agreement”). The Refinancing Facility Agreement provided for the refinancing of the Term B Loans, which will bear interest at the Secured Overnight Financing Rate (“SOFR”) or, at our option, the Base Rate, plus, as applicable, a margin of 3.00% per annum for SOFR-based Term B Loans and 2.00% for Base Rate-based Term B Loans. As part of the refinancing, certain Term B Loans were extinguished and replaced by new loans under the Term Loan B Facility, resulting in an immaterial write off of deferred financing costs and original issuance discount. We accounted for the refinancing of the remaining Term B Loans as a modification of the existing debt.
As of September 30, 2025, the Term Loan Facilities under the Amended Credit Agreement had an aggregate principal amount of $1,580 million, of which $1,334 million remained outstanding. Additionally, as of September 30, 2025, there was $225 million outstanding under the Revolving Credit Facility. The Revolving Credit Facility also contains a sub-facility to be used for letters of credit and, as of September 30, 2025, outstanding letters of credit were $27 million. Our borrowing capacity under the Revolving Credit Facility as of September 30, 2025 was $348 million.
The outstanding principal balance of the Term A-1 Loans is required to be repaid in quarterly installments that began on March 31, 2024, in an amount equal to (i)1.875% of the original aggregate principal amount during the first three years and (ii)2.50% of the original aggregate principal amount during the final two years. Any remaining outstanding balance will be due at maturity on October 16, 2028.
The outstanding principal balance of the Term A-2 Loans is required to be repaid in quarterly installments that began on March 31, 2025, in an amount equal to 1.250% of the original principal amount until maturity. Any remaining outstanding balance will be due at maturity on October 16, 2028.
The Revolving Credit Facility and the Term B Loans are not subject to amortization and will mature on October 16, 2028 and April 16, 2029, respectively.
The obligations under the Amended Credit Agreement, and the guarantees of those obligations, are secured by substantially all of the Company’s assets and the assets of the Company’s wholly-owned domestic subsidiaries (the “Subsidiary Guarantors”), in each case, subject to customary exceptions and exclusions (the “Collateral”).
The Amended Credit Agreement contains customary representations and warranties, affirmative covenants, and negative covenants. The negative covenants limit the Company and its subsidiaries’ ability to, among other things, incur indebtedness, create liens on the Company’s or its subsidiaries’ assets, engage in fundamental changes, make investments, sell or otherwise dispose of assets, engage in sale-leaseback transactions, make restricted payments, repay subordinated indebtedness, engage in certain transactions with affiliates and enter into agreements restricting the ability of the Company’s subsidiaries to make distributions to the Company or incur liens on their assets.
The Amended Credit Agreement contains a financial covenant that does not permit the Company’s consolidated leverage ratio of Consolidated Total Debt to Consolidated EBITDA (each as defined in the Amended Credit Agreement) to exceed (i) in the case of any fiscal quarter ending on or following September 30, 2024 and prior to September 30, 2025,4.50 to 1.00 and (ii) in the case of any fiscal quarter ending on or following September 30, 2025,4.25 to 1.00, in each case subject to increases of 0.25 in connection with the consummation of any material acquisition and applicable to the fiscal quarter in which such acquisition is consummated and the three consecutive fiscal quarters thereafter, and a maximum cap of 5.00 to 1.00.
Senior Secured Notes The 9.500% senior secured notes due in 2029 (the “Notes”) are unconditionally guaranteed on a senior secured basis, subject to certain limitations, by the Subsidiary Guarantors that guarantee our obligations under the Amended Credit Agreement. The Notes and related guarantees will be secured, subject to permitted liens and certain other exceptions, by first-priority liens on the Collateral. Interest is payable on the Notes semi-annually in arrears on April 1 and October 1. The Notes mature on April 1, 2029.
The indenture contains customary events of default, including, among other things, payment default, exchange default, failure to provide certain notices thereunder and certain provisions related to bankruptcy events. The indenture also contains customary high yield affirmative and negative covenants, including negative covenants that, among other things, limit the Company and its restricted subsidiaries’ ability to incur additional indebtedness, create liens on, sell or otherwise dispose of assets, engage in certain fundamental corporate changes or changes to lines of business activities, make certain investments or material acquisitions, engage in sale-leaseback or hedging transactions, repurchase common stock, pay dividends or make similar distributions on capital stock, repay certain indebtedness, engage in certain affiliate transactions and enter into agreements that restrict their ability to create liens, pay dividends or make loan repayments.
Other Debt In 2022, NCR and Cardtronics USA, Inc., a wholly owned subsidiary of the Company, entered into a master loan agreement with Banc of America Leasing & Capital, LLC pursuant to which either NCR or Cardtronics USA, Inc., as applicable, may specify one or more ATMaaS contracts, including any rights to receive payment thereunder, and the ATM equipment thereto, as security interest in the borrowing. The total amount available under the master loan agreement is $20 million, with repayment terms up tofour years. As of September 30, 2025, total debt outstanding under the financing program was $3 million with a weighted average interest rate of 7.17% and a weighted average term of 1.3 years. As of December 31, 2024, total debt outstanding was $6 million with a weighted average interest rate of 7.18% and a weighted average term of 2.6 years.
Fair Value of Debt We utilized Level 2 inputs, as defined in the fair value hierarchy, to measure the fair value of our long-term debt, which, as of September 30, 2025 and December 31, 2024 was $3,072 million and $3,126 million, respectively. Our fair value estimates are based on quoted prices for recent trades of the Company’s long-term debt, quoted prices for similar instruments, and inquiries with certain investment communities.
- TRADE RECEIVABLES FACILITY
We maintain a trade receivables facility between our wholly-owned, bankruptcy remote subsidiaries, NCR Atleos Receivables LLC (the “U.S. SPE”) and NCR Atleos Canada Receivables LP (the “Canadian SPE” and together with the U.S. SPE the “SPEs”) and PNC Bank, National Association (“PNC”) as administrative agent, and PNC, MUFG Bank, Ltd., Victory Receivables Corporation and the other purchasers from time to time party thereto (the “Purchasers”). The trade receivables facility allows the U.S. SPE to sell certain trade receivables on a revolving basis to the participating Purchasers. The trade receivables facility became effective October 16, 2023 and had an initial term oftwo years.
On September 18, 2025, the Company and the SPEs amended the principal agreements for the trade receivables facility. The amended agreements, among other things, increased the facility limit to $200 million and extended the term an additionaltwo years, subject to earlier termination under certain terms or extension by agreement of the parties.
Under the trade receivables facility, certain of our U.S. and Canadian operating subsidiaries continuously sell their trade receivables as they are originated to the U.S. SPE or Canadian SPE, as applicable. No assets or credit of either SPE is available to satisfy the debts and obligations owed to the creditors of the Company or any other person until the obligations of the SPEs under the trade receivables facility have been satisfied. We control, and therefore consolidate, the SPEs in our Condensed Consolidated Financial Statements.
As cash is collected on trade receivables, the U.S. SPE has the ability to continuously transfer ownership and control of new qualifying receivables to the Purchasers such that the total outstanding balance of trade receivables sold can be up to $200 million at any point in time (i.e., the maximum purchase commitment). The future outstanding balance of trade receivables that are sold is expected to vary based on the level of activity and other factors and could be less than the maximum purchase commitment. The total outstanding balance of trade receivables that have been sold and derecognized by the U.S. SPE was approximately $200 million and $166 million as of September 30, 2025 and December 31, 2024, respectively. Excluding the trade receivables sold, the SPEs collectively owned $34 million and $33 million of trade receivables as of September 30, 2025 and December 31, 2024, respectively, and these amounts are included in Accounts receivable, net in our Condensed Consolidated Balance Sheets.
Upon amending the trade receivables facility, we received an initial benefit to cash from operations of $34 million in the current quarter. Continuous cash activity related to the trade receivables facility is reflected in Net cash provided by operating activities in the Condensed Consolidated Statements of Cash Flows. The U.S. SPE incurs fees due and payable to the Purchasers. These fees, which are immaterial, are recorded within Other income (expense), net in the Condensed Consolidated Statements of Operations. In addition, each of the SPEs has provided a full recourse guarantee in favor of the Purchasers for the full and timely payment of all trade receivables sold to them. The guarantee is collateralized by the trade receivables owned by each of the SPEs that have not been sold. The reserve recognized for this recourse obligation as of September 30, 2025 and December 31, 2024 is not material.
The U.S. and Canadian operating subsidiaries continue to be involved with the trade receivables even after they are transferred to the SPEs (or further transferred to the Purchasers) by acting as servicer. In addition to any obligations as servicer, the U.S. and Canadian operating subsidiaries provide the SPEs with customary recourse in respect of (i) certain dilutive events with respect to the trade receivables sold to the SPEs that are caused by the originator and (ii) in the event of certain violations by the originator of their representations and warranties with respect to the trade receivables sold to the SPEs. These servicing and originator liabilities of the Company and its subsidiaries (other than the SPEs) under the trade receivables facility are not expected to be material, given the high quality of the customers underlying the receivables and the anticipated short collection period.
The trade receivables facility includes other customary representations and warranties, affirmative and negative covenants and default and termination provisions, which provide for the acceleration of amounts owed to the Purchasers thereunder in circumstances including, but not limited to, failure to pay capital or yield when due, breach of representation, warranty or covenant, certain insolvency events or failure to maintain the security interest in the trade receivables, and defaults under other material indebtedness.
- INCOME TAXES
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 expense was $7 million for the three months ended September 30, 2025 compared to $10 million for the three months ended September 30, 2024. The change for the three months ended September 30, 2025 compared to the prior year period was primarily driven by a lower estimated annual effective income tax rate, primarily due to the enactment of the One Big Beautiful Bill Act (“OBBBA”), which reduced the amount of the 2025 interest expense disallowance, resulting in a lower valuation allowance amount. We did not recognize any material discrete tax expenses or benefits in either of the three months ended September 30, 2025 or 2024.
Income tax expense was $35 million for the nine months ended September 30, 2025 compared to $18 million for the nine months ended September 30, 2024. The change for the nine months ended September 30, 2025 compared to the prior year period was primarily driven by higher income before tax applied to the estimated annual effective income tax rate. In the nine months ended September 30, 2025, we also recognized a $6 million expense related to a change in the estimated deferred tax provision, offset by a $4 million benefit related to the release of uncertain tax position reserves. In the nine months ended September 30, 2024, we recognized a $16 million benefit related to provision to return adjustments.
As of September 30, 2025, we had gross unrecognized tax benefits of $33 million. We engage in continuous discussions and negotiations with taxing authorities regarding tax matters, and we have determined that over the next twelve months we expect to resolve certain tax matters related to foreign jurisdictions. As of September 30, 2025, we estimate that it is reasonably possible that gross unrecognized tax benefits may decrease by $2 million to $3 million in the next twelve months.
- STOCK COMPENSATION PLANS
We recognize expense for stock-based compensation within Operating expenses in the Condensed Consolidated Statement of Operations according to the nature of each employee’s role. Expense is based on fair value. Consistent with the requirements of ASC 718, Compensation-Stock Compensation, we recognize expense for all awards held by Atleos employees, including converted option and restricted stock unit awards in Voyix common stock.
Stock-based compensation expense for the three and nine months ended September 30, 2025 and 2024 was as follows:
| In millions · Three months ended September 30, · Nine months ended September 30, | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2025 · 2024 · 2025 · 2024 | ||||||||
| Restricted stock units | $8 | $8 | $25 | $27 | ||||
| Employee stock purchase plan | — | 1 | — | 1 | ||||
| Stock-based compensation expense | 8 | 9 | 25 | 28 | ||||
| Tax expense (benefit) | (1) | (1) | (2) | (3) | ||||
| Stock-based compensation expense (net of tax) | $7 | $8 | $23 | $25 | ||||
On February 20, 2025, the Company granted both time-based and market-based restricted stock units under the 2023 Stock Incentive Plan to its executive officers and certain eligible employees:
The time-based restricted stock units have a weighted-average grant date fair value of $30.28 and vest in annual installments over thethree-year requisite service period ending February 20, 2028.
The market-based restricted stock units cliff vest after three years in an amount between zero and 200% of the target units granted based on the Company’s relative total shareholder return from January 1, 2025 to December 31, 2027 compared to a designated peer group. The grant-date fair value of these awards was determined to be $41.75 per share using a Monte-Carlo simulation model.
We recognize expense for these awards over thethree-year requisite service period ending February 20, 2028.
Both time-based and market-based restricted stock units granted to executive officers are subject to a mandatoryone-year post-vesting holding period. As such, a discount for lack of marketability was applied to awards subject to the post-vesting restrictions. The fair value of the time-based and market-based awards subject to post-vesting restrictions was $27.18 and $37.47, respectively.
The table below details the significant assumptions used in determining the fair value of the market-based restricted stock units granted on February 20, 2025:
| Dividend yield | —% |
|---|---|
| Risk-free interest rate | 4.18% |
| Expected volatility | 48.97% |
| Discount for lack of marketability | 10.25% |
We calculated expected volatility for these restricted stock units using the historical volatility of the Company’s peers over a period of approximately three years, as we believe this is the best representation of prospective trends given the limited trading history of our stock. The risk-free interest rate was determined based on the three-year U.S. Treasury yield curve in effect at the time of the grant. The expected dividend yield was assumed to bezero, as we have not announced plans to pay dividends on our common stock. The discount for lack of marketability was based on a Finnerty put-option model, which uses the price of a put option to estimate the cost of insuring the value of the award against downside risk during the holding period.
As of September 30, 2025, the total unrecognized compensation cost related to unvested restricted stock grants was $50 million, which we expect to recognize over a weighted average period of approximately 2.0 years.
- EMPLOYEE BENEFIT PLANS
The components of net periodic benefit cost (income) for our company-sponsored pension plans for the three months ended September 30, 2025 and 2024, were as follows:
| U.S. Pension Benefits | International Pension Benefits | Total Pension Benefits | ||||
|---|---|---|---|---|---|---|
| In millions | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 |
| Net service cost | $— | $— | $— | $— | $— | $— |
| Interest cost | 15 | 17 | 6 | 5 | 21 | 22 |
| Expected return on plan assets | (16) | (19) | (9) | (9) | (25) | (28) |
| Net periodic benefit cost (income) | $(1) | $(2) | $(3) | $(4) | $(4) | $(6) |
The components of net periodic benefit cost (income) for our company-sponsored pension plans for the nine months ended September 30, 2025 and 2024, were as follows:
| U.S. Pension Benefits | International Pension Benefits | Total Pension Benefits | ||||
|---|---|---|---|---|---|---|
| In millions | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 |
| Net service cost | $— | $— | $1 | $1 | $1 | $1 |
| Interest cost | 47 | 50 | 15 | 15 | 62 | 65 |
| Expected return on plan assets | (50) | (57) | (26) | (26) | (76) | (83) |
| Net periodic benefit cost (income) | $(3) | $(7) | $(10) | $(10) | $(13) | $(17) |
The components of net periodic benefit cost (income) for our company-sponsored postretirement plan were immaterial for each of the three and nine months ended September 30, 2025 and 2024.
The components of net periodic benefit cost (income) for our post-employment plans for the three and nine months ended September 30, 2025 and 2024, were as follows:
| Three months ended September 30, | Nine months ended September 30, | |||
|---|---|---|---|---|
| In millions | 2025 | 2024 | 2025 | 2024 |
| Net service cost | $2 | $2 | $6 | $5 |
| Interest cost | 2 | — | 4 | 2 |
| Amortization of actuarial (gains) losses | — | — | 1 | — |
| Net periodic benefit cost (income) | $4 | $2 | $11 | $7 |
For all of our company-sponsored plans, the components of net periodic benefit cost (income) other than net service cost are recorded in Other income (expense), net in the Condensed Consolidated Statements of Operations.
Employer Contributions
For the three and nine months ended September 30, 2025, we contributed $2 million and $5 million, respectively, to our international pension plans and $10 million and $14 million, respectively, to our U.S. pension plan. We anticipate contributing an additional $2 million to our international pension plans and $9 million to our U.S. pension plan, resulting in total expected contributions of $7 million and $23 million, respectively, in 2025.
For the three and nine months ended September 30, 2025, we made immaterial contributions to our postretirement plan. We anticipate making total contributions of $1 million during 2025.
For the three and nine months ended September 30, 2025, we contributed $6 million and $13 million, respectively, to our post-employment plans. We anticipate contributing an additional $10 million to these plans during the remainder of 2025.
- COMMITMENTS AND CONTINGENCIES
In the normal course of business, we are subject to various proceedings, lawsuits, claims and other matters, including, for example, those that relate to the environment and health and safety, labor and employment, employee benefits, import/export compliance, patents or other intellectual property, data privacy and security, product liability, warranty claims, commercial disputes and regulatory compliance, among others. Other than as stated below, we do not currently expect to incur material capital expenditures or other liabilities related to such matters. However, there is no assurance that the actual amounts required to satisfy alleged liabilities from various lawsuits, claims, legal proceedings and other matters, will not exceed the amounts reflected in our Condensed Consolidated Financial Statements. Additionally, we are subject to diverse and complex laws and regulations, including those relating to corporate governance, public disclosure and reporting, environmental safety and the discharge of materials into the environment, product safety, import and export compliance, data privacy and security, antitrust and competition, government contracting, anti-corruption, and labor and human resources, which are subject to many possible changes in the future. We have reflected all liabilities when a loss is considered probable and reasonably estimable in the Condensed Consolidated Financial Statements.
We provide our customers with indemnification rights, subject to limitations and exceptions. On limited occasions we will undertake to indemnify a customer for business, rather than contractual, reasons. From time to time, we enter into agreements in connection with acquisition and divestiture activities that include indemnification obligations. Historically, we have not recorded a liability in connection with these indemnifications.
In connection with the Separation, the Separation and Distribution Agreement provides that Voyix will transfer to the Company, and the Company will assume, certain liabilities, whether accrued or contingent, and whether arising prior to, at or after the Distribution, including, among others, all liabilities to the extent they relate to the Company’s business or the Company’s assets,50% of certain shared environmental liabilities discussed below,50% of all liabilities of a divested or discontinued business that was divested or discontinued prior to the Distribution and liabilities relating to, arising out of or resulting from any registration statement or similar disclosure document related to the Separation.
Shared Environmental Matters
As described above, we share liability with Voyix for certain investigatory and remedial activities and related litigation at facilities formerly owned or operated by Voyix, to comply, or to determine compliance, with environmental laws (the “Shared Environmental Matters”). The Company is responsible for 50% of the costs and liabilities to the extent Voyix’s annual costs, net of any insurance proceeds and third-party payments actually received, exceed $15 million. As of September 30, 2025, we had accrued $13 million related to the Shared Environmental Matters based on the information provided by Voyix and in accordance with ASC 450, Contingencies, that the amount is probable and estimable. Because of our understanding that the events underlying the incurrence of the environmental obligations were never part of the Company’s legacy business operations, we have recorded these costs in Other (expense) income, net in the Condensed Consolidated Statements of Operations.
Kalamazoo River
One of the Shared Environmental Matters is the remediation and related litigations relating to Allied Paper, Inc./Portage Creek/Kalamazoo River Superfund Site (“Kalamazoo River”). The background and legal history of Kalamazoo River is described in our 2024 Form 10-K/A.
Voyix reported as of September 30, 2025, that their total reserve for Kalamazoo River was $127 million, reported on a basis that is net of expected contributions from Voyix’s co-obligors and indemnitors, subject to when the applicable threshold is reached.
Many of the remediation costs will not be determined for several years (and thus the high end of a range of possible costs for many areas of the site cannot be quantified at this time). Voyix reports that it has made what it considers to be reasonable estimates of the low end of a range for such costs where remedies are identified, or, where remedies have not yet been determined, the costs of investigations and studies for areas of the sites, and its reserve is informed by those estimates. The extent of Voyix’s and, therefore, the Company’s, potential liability remains subject to many uncertainties, particularly because remedy decisions and cost estimates will not be generated until times in the future and most of the work to be performed will take place through the 2030s. Voyix further reported, as of September 30, 2025, that under other assumptions or estimates for possible costs of remediation, which Voyix does not consider to be reasonably estimable or verifiable, it is possible that Voyix’s reserve for Kalamazoo River could be more than approximately double its reflected reserve.
Environmental Remediation Estimates
It is difficult to estimate the future financial impact of environmental laws, including potential liabilities. We record environmental provisions when it is probable that a liability has been incurred and the amount or range of the liability is reasonably estimable; in accordance with accounting guidance, where liabilities are not expected to be quantifiable or estimable for a period of years, the estimated costs of investigating those liabilities are recorded as a component of the reserve for that particular site. Reserves are adjusted as further information develops or circumstances change. Where our environmental liabilities result from the Shared Environmental Matters, we will rely on information shared with us by Voyix, who is controlling these matters, with respect to determining the amount of potential liability. We expect that the amounts reserved from time to time will be paid out over the period of investigation, negotiation, remediation and restoration for the applicable sites, including in connection with our obligations under the Separation and Distribution Agreement.
Shared Legal Matters
Pursuant to the Separation and Distribution Agreement, we share costs and liability equally with Voyix for certain pre-existing litigation matters known as of the Separation date. These matters are managed solely by Voyix, and we rely on information provided to us by Voyix to determine the amount of potential liability.
In November 2015, in Hoak, et al. v. Plan Administrator of the Plans of NCR Corporation, participants and beneficiaries of certain deferred compensation retirement plans sponsored by NCR Corporation (collectively, the “Plan”) filed a putative class action lawsuit against NCR and other defendants, alleging the defendants breached the plan agreements by, among other things, paying lump sum payments based on mortality tables and actuarial calculations upon termination of the Plan. The court certified a class in 2017.
On June 10, 2024, the trial court entered final judgment and ordered Voyix to calculate the “benefits due” to the Plan participants, including pre-judgment interest, based on the sum that would have been sufficient to allow each participant to purchase a replacement annuity using discount rates prescribed by the Pension Benefit Guaranty Corporation in effect as of the February 25, 2013 termination date. Voyix filed a notice of appeal on July 2, 2024. After hearing oral arguments on August 12, 2025, the appellate court affirmed the trial court judgment on August 26, 2025. Subsequent to the end of the quarter, on October 7, 2025, Voyix filed a petition for rehearing en banc, which remains pending. Voyix also reports that it intends to seek reimbursement of any final award from its insurance carriers to the extent of its coverage under applicable fiduciary liability insurance policies. We evaluated the appellate opinion, judgment and order and, after consulting with Voyix, concluded that, as of September 30, 2025, a loss of up to $22 million, representing the Company’s obligation to indemnify Voyix for 50% of any award, is probable and estimable and, therefore, recorded an accrual for this amount.
Purchase Commitments We have purchase commitments for materials, supplies, services, and property, plant and equipment as part of the normal course of business.
- EARNINGS PER SHARE
Basic earnings per share (“EPS”) is calculated by dividing net income or loss attributable to Atleos by the weighted average number of shares outstanding during the period.
In computing diluted EPS, we evaluate and reflect the maximum potential dilution, for each issue or series of issues of potential common shares in sequence from the most dilutive to the least dilutive. We adjust the denominator used in the basic EPS computations, subject to anti-dilution requirements, to include the dilution from potential shares resulting from the issuance of restricted stock units and stock options.
The components of basic earnings per share are as follows:
| Three months ended September 30, | Nine months ended September 30, | |||
|---|---|---|---|---|
| In millions, except per share amounts | 2025 | 2024 | 2025 | 2024 |
| Numerator: | ||||
| Net income attributable to Atleos common stockholders | $26 | $21 | $79 | $39 |
| Denominator: | ||||
| Basic weighted average number of shares outstanding | 73.7 | 72.3 | 73.4 | 72.0 |
| Basic earnings per share: | $0.35 | $0.29 | $1.08 | $0.54 |
The components of diluted earnings per share are as follows:
| Three months ended September 30, | Nine months ended September 30, | |||
|---|---|---|---|---|
| In millions, except per share amounts | 2025 | 2024 | 2025 | 2024 |
| Numerator: | ||||
| Net income attributable to Atleos common stockholders | $26 | $21 | $79 | $39 |
| Denominator | ||||
| Basic weighted average number of shares outstanding | 73.7 | 72.3 | 73.4 | 72.0 |
| Dilutive effect of restricted stock units and stock options | 2.3 | 2.2 | 2.1 | 1.7 |
| Weighted average diluted shares | 76.0 | 74.5 | 75.5 | 73.7 |
| Diluted earnings per share: | $0.34 | $0.28 | $1.05 | $0.53 |
Diluted earnings per share for the three and nine months ended September 30, 2025 excluded the effect of 0.2 million and 2.0 million shares of common stock, respectively, that may be issued in connection with restricted stock units and stock options because such effect would be antidilutive. For the three and nine months ended September 30, 2024, diluted earnings per share excluded the effect of 1.9 million and 2.6 million such shares of common stock.
- DERIVATIVES AND HEDGING INSTRUMENTS
We are exposed to a wide variety of risks arising from both our business operations and economic conditions which we manage principally through management of our core business activities. Where deemed appropriate, to manage the impact of these exposures on earnings and/or cash flows, we may enter into a variety of derivative financial instruments. We do not hold or issue derivative financial instruments for trading or speculative purposes.
Foreign Currency Exchange Risk A substantial portion of our operations are located outside the United States and, as such, our results can be significantly impacted, both positively and negatively, by changes in foreign currency exchange rates.
Our risk management strategy includes hedging, on behalf of certain subsidiaries, a portion of our forecasted, foreign currency denominated cash flows for periods of up to 15 months. This is primarily done by hedging foreign currency denominated intercompany inventory purchases by our marketing units and purchases of foreign currency denominated inputs to our manufacturing units.
We generally designate foreign currency exchange contracts as cash flow hedges of forecasted transactions when they are determined to be highly effective at inception. The gains or losses from derivative contracts that are designated as highly effective cash flow hedges related to inventory purchases are recorded in cost of products when the inventory is sold to an unrelated third party.
We also utilize forward foreign currency exchange contracts to hedge exposures of assets and liabilities denominated in foreign currencies. We recognize the gains and losses on these types of hedges in earnings as exchange rates change.
Interest Rate Risk We may elect to manage interest rate risk associated with our vault cash rental obligations and floating rate-debt through the use of derivative financial instruments.
To manage differences in the amount, timing and duration of known or expected cash payments related to our Term Loan Facilities and vault cash agreements, we have entered into interest rate swap contracts. We designate these contracts as cash flow hedges of forecasted transactions when they are determined to be highly effective at inception. Payments and receipts related to interest rate swap contracts are included in Operating Activities in the Condensed Consolidated Statements of Cash Flows.
Effective February 18, 2025, we terminated interest rate swap contracts with aggregate notional amounts of $500 million and $450 million associated with our Term Loan Facilities and certain U.S. Dollar vault cash agreements, respectively, for cash proceeds of $13 million. The net derivative-related gains associated with these swap contracts will be recognized in earnings through December 31, 2027, which corresponds to the term of the original interest rate swap agreements.
As of September 30, 2025, we had interest rate swap contracts with aggregate notional amounts of $2.0 billion and fixed rates ranging from 4.294% to 4.306% terminating on March 31, 2027, and £350 million with a fixed rate of 5.274% terminating on December 31, 2025. These contracts have been designated as cash flow hedges of the floating rate interest associated with our U.S. Dollar and U.K. Pound Sterling vault cash agreements, respectively.
Each of our outstanding interest rate swap contracts was determined to be highly effective as of September 30, 2025. Amounts related to these derivatives reported in Accumulated other comprehensive income (loss) (“AOCI”) will be reclassified to Cost of services as payments are made on our vault cash rental obligations. Unrealized gains on terminated interest rate swap contracts reported in AOCI will be reclassified to Cost of services and Interest expense ratably over terms corresponding to the original contracts.
As of September 30, 2025 and December 31, 2024, the balance in AOCI related to interest rate swap contracts was an accumulated loss of $17 million and accumulated income of $7 million, respectively.
The following table indicates the location in our Condensed Consolidated Balance Sheets where our derivative assets and liabilities have been recognized and the related fair values of those derivatives.
| Fair Values of Derivative Instruments | |||||||
|---|---|---|---|---|---|---|---|
| September 30, 2025 · December 31, 2024 | |||||||
| In millions · Balance SheetLocation · NotionalAmount · FairValue · NotionalAmount · FairValue | |||||||
| Derivatives designated as hedging instruments | |||||||
| Assets: | |||||||
| Interest rate swap contracts | Other current assets | $— | $5 | ||||
| Interest rate swap contracts | Other assets | — | 7 | ||||
| Total assets | $— | $— | $950 | $12 | |||
| Liabilities: | |||||||
| Interest rate swap contracts | Other current liabilities | $(15) | $(7) | ||||
| Interest rate swap contracts | Other liabilities | (13) | (10) | ||||
| Total liabilities | $2,468 | $(28) | $2,440 | $(17) | |||
| Derivatives not designated as hedging instruments | |||||||
| Foreign exchange contracts | Other current assets | $59 | $— | $196 | $1 | ||
| Foreign exchange contracts | Other current liabilities | $335 | $(1) | $117 | $— | ||
As of September 30, 2025, there were $11 million of pre-tax losses related to cash flow hedges deferred in AOCI that are expected to be reclassified to income over the 12-month period ending September 30, 2026. The actual amounts that will be reclassified to income over the next 12 months will vary from this amount as a result of changes in market conditions.
Gains and losses reclassified from AOCI into the Condensed Consolidated Statements of Operations are recorded within Cost of services and Interest expense. The effects of derivative instruments on the Condensed Consolidated Statements of
Operations and Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2025 and 2024 were as follows:
| Amount of (Loss) Gain Recognized in Other Comprehensive Income (Loss) on Derivative Contracts · Amount of (Gain) Loss Reclassified from AOCI into the Condensed Consolidated Statement of Operations | |||||
|---|---|---|---|---|---|
| In millions · Three months ended September 30, · Three months ended September 30, | |||||
| Derivatives in Cash Flow Hedging Relationships | 2025 | 2024 | Location of (Gain) Loss Reclassified from AOCI into the Condensed Consolidated Statements of Operations | 2025 | 2024 |
| Interest rate swap contracts | $2 | $(47) | Cost of Services | $(2) | $(20) |
| Interest rate swap contracts | $— | $(4) | Interest expense | $(1) | $(1) |
| Amount of (Loss) Gain Recognized in Other Comprehensive Income (Loss) on Derivative Contracts · Amount of (Gain) Loss Reclassified from AOCI into the Condensed Consolidated Statement of Operations | |||||
|---|---|---|---|---|---|
| In millions · Nine months ended September 30, · Nine months ended September 30, | |||||
| Derivatives in Cash Flow Hedging Relationships | 2025 | 2024 | Location of (Gain) Loss Reclassified from AOCI into the Condensed Consolidated Statements of Operations | 2025 | 2024 |
| Interest rate swap contracts | $(14) | $(9) | Cost of Services | $(17) | $(63) |
| Interest rate swap contracts | $1 | (4) | Interest Expense | $(2) | $(1) |
Amounts recorded in our Condensed Consolidated Statements of Operations related to fair value changes and settlements of foreign currency forward contracts not designated as hedges for the three and nine months ended September 30, 2025 were as follows:
| Amount of Gain (Loss) Recognized in the Condensed Consolidated Statements of Operations | |||||
|---|---|---|---|---|---|
| In millions · Three months ended September 30, · Nine months ended September 30, | |||||
| Derivatives not Designated as Hedging Instruments | Location of Gain (Loss) Recognized in the Condensed Consolidated Statements of Operations | 2025 | 2024 | 2025 | 2024 |
| Foreign exchange contracts | Other income (expense), net | $(5) | $2 | $(17) | $(5) |
Refer to Note 12, “Fair Value of Assets and Liabilities”, for further information on derivative assets and liabilities recorded at fair value on a recurring basis.
Concentration of Credit Risk
We may be subject to concentrations of credit risk on accounts receivable, financial instruments such as hedging instruments, and cash and cash equivalents. Credit risk includes the risk of nonperformance by counterparties and the maximum potential loss may exceed the amount recognized on our Condensed Consolidated Balance Sheets. Exposure to credit risk is managed through credit approvals, credit limits, the selection of major international financial institutions as counterparties to hedging transactions and monitoring procedures. As of September 30, 2025 and December 31, 2024, we did not have any major concentration of credit risk related to financial instruments.
Our business often involves large transactions with customers, and if one or more of those customers were to default on its obligations under applicable contractual arrangements, we could be exposed to potentially significant losses. We believe that our reserves for potential losses are adequate.
- FAIR VALUE OF ASSETS AND LIABILITIES
Assets and liabilities recorded at fair value on a recurring basis as of September 30, 2025 and December 31, 2024 were as follows:
| In millions | Location within the Condensed Consolidated Balance Sheets | Total | Level 1 | Level 2 | Level 3 |
|---|---|---|---|---|---|
| Assets: | |||||
| Debt securities | Other assets | $11 | $— | $11 | $— |
| Total assets | $11 | $— | $11 | $— | |
| Liabilities: | |||||
| Foreign exchange contracts | Other current liabilities | $1 | $— | $1 | $— |
| Interest rate swap contracts | Other current liabilities / Other liabilities | 28 | — | 28 | — |
| Total liabilities | $29 | $— | $29 | $— | |
| In millions | Location within the Condensed Consolidated Balance Sheets | Total | Level 1 | Level 2 | Level 3 |
|---|---|---|---|---|---|
| Assets: | |||||
| Foreign exchange contracts | Other current assets | $1 | $— | $1 | $— |
| Interest rate swap contracts | Other current assets / Other assets | 12 | — | 12 | — |
| Debt securities | Other assets | 6 | — | 6 | — |
| Total assets | $19 | $— | $19 | $— | |
| Liabilities: | |||||
| Interest rate swap contracts | Other current liabilities / Other liabilities | $17 | $— | $17 | $— |
| Total liabilities | $17 | $— | $17 | $— | |
Foreign exchange contracts are valued using the market approach based on observable market transactions of forward rates and are classified within Level 2 of the valuation hierarchy.
Interest rate swap contracts are valued using an income model based on disparity between variable and fixed interest rates, the scheduled balance of underlying principal outstanding, yield curves, and other information readily available in the market. As such, the interest rate swap contracts are classified in Level 2 of the fair value hierarchy.
We incorporate credit valuation adjustments in our fair value measurements to appropriately reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk. In adjusting the fair value of our derivative contracts for the effect of nonperformance risk, we consider the impact of netting and any applicable credit enhancements. We measure the credit risk of our derivative financial instruments that are subject to master netting agreements on a net basis by counterparty portfolio.
Although we have determined that the majority of the inputs used to value our derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments utilize Level 3 inputs to evaluate the likelihood of both our own default and counterparty default. As of September 30, 2025, we determined that the credit valuation adjustments are not significant to the overall valuation of our derivatives, and therefore the valuations are classified in Level 2 of the fair value hierarchy.
Our available for sale debt securities represent convertible notes issued by a Canadian corporation in which we have an equity investment. The debt securities are valued using a binomial lattice model based on factors such as stock price of the issuer, principal outstanding, coupon rate, volatility, credit spread, risk-free rate and other market data. As such, the debt securities are classified in Level 2 of the fair value hierarchy. The associated unrealized gains recorded in AOCI are not material.
- ACCUMULATED OTHER COMPREHENSIVE INCOME
Changes in Accumulated Other Comprehensive Income (Loss) by Component
| In millions | Currency Translation Adjustments | Changes in Employee Benefit Plans | Changes in Fair Value of Effective Cash Flow Hedges | Total |
|---|---|---|---|---|
| Balance as of December 31, 2024 | $9 | $(33) | $7 | $(17) |
| Other comprehensive income (loss) before reclassifications | 37 | — | (9) | 28 |
| Amounts reclassified from AOCI | — | 1 | (15) | (14) |
| Net current period other comprehensive income (loss) | 37 | 1 | (24) | 14 |
| Balance as of September 30, 2025 | $46 | $(32) | $(17) | $(3) |
| In millions | Currency Translation Adjustments | Changes in Employee Benefit Plans | Changes in Fair Value of Effective Cash Flow Hedges | Total |
|---|---|---|---|---|
| Balance as of December 31, 2023 | $60 | $(5) | $34 | $89 |
| Other comprehensive income (loss) before reclassifications | 12 | — | (10) | 2 |
| Amounts reclassified from AOCI | — | — | (48) | (48) |
| Net current period other comprehensive loss | 12 | — | (58) | (46) |
| Other | 5 | (5) | — | — |
| Balance as of September 30, 2024 | $77 | $(10) | $(24) | $43 |
Reclassifications From AOCI
| For the three months ended September 30, 2025 | ||||
|---|---|---|---|---|
| Employee Benefit Plans | ||||
| In millions | Amortization of Actuarial Loss (Gain) | Amortization of Prior Service Benefit | Effective Cash Flow Hedge Loss (Gain) | Total |
| Affected line in Condensed Consolidated Statement of Operations: | ||||
| Cost of services | $— | $— | $(2) | $(2) |
| Interest Expense | — | — | (1) | (1) |
| Total before tax | $— | $— | $(3) | $(3) |
| Tax expense | 1 | |||
| Total reclassifications, net of tax | $(2) | |||
| For the three months ended September 30, 2024 | ||||
|---|---|---|---|---|
| Employee Benefit Plans | ||||
| In millions | Amortization of Actuarial Loss (Gain) | Amortization of Prior Service Benefit | Effective Cash Flow Hedge Loss (Gain) | Total |
| Affected line in Condensed Consolidated Statement of Operations: | ||||
| Cost of services | $— | $— | $(20) | $(20) |
| Interest expense | — | — | (1) | (1) |
| Total before tax | $— | $— | $(21) | $(21) |
| Tax expense | 5 | |||
| Total reclassifications, net of tax | $(16) | |||
| For the nine months ended September 30, 2025 | ||||
|---|---|---|---|---|
| Employee Benefit Plans | ||||
| In millions | Amortization of Actuarial Loss (Gain) | Amortization of Prior Service Benefit | Effective Cash Flow Hedge Loss (Gain) | Total |
| Affected line in Condensed Consolidated Statement of Operations: | ||||
| Cost of services | $1 | $— | $(17) | $(16) |
| Interest Expense | — | — | (2) | (2) |
| Total before tax | $1 | $— | $(19) | $(18) |
| Tax expense | 4 | |||
| Total reclassifications, net of tax | $(14) | |||
| For the nine months ended September 30, 2024 | ||||
|---|---|---|---|---|
| Employee Benefit Plans | ||||
| In millions | Amortization of Actuarial Loss (Gain) | Amortization of Prior Service Benefit | Effective Cash Flow Hedge Loss (Gain) | Total |
| Affected line in Condensed Consolidated Statement of Operations: | ||||
| Cost of services | $— | $— | $(63) | $(63) |
| Interest Expense | — | — | (1) | (1) |
| Total before tax | $— | $— | $(64) | $(64) |
| Tax expense | 16 | |||
| Total reclassifications, net of tax | $(48) | |||
- SUPPLEMENTAL FINANCIAL INFORMATION
The components of Inventories are summarized as follows:
| In millions | September 30, 2025 | December 31, 2024 |
|---|---|---|
| Inventories | ||
| Work in process and raw materials | $68 | $55 |
| Finished goods | 115 | 65 |
| Service parts | 200 | 187 |
| Total inventories | $383 | $307 |
- REVISIONS OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS
As discussed in Note 1, “Basis of Presentation and Significant Accounting Policies”, management identified misstatements in the second and third quarters of 2025 impacting prior period financial statements relating primarily to incorrect recognition of subscription software-related revenue, the incorrect treatment of certain network-related revenue and costs, and remeasurement of indirect taxes denominated in foreign currencies. These misstatements were determined to be immaterial, both individually and in the aggregate, to any previously issued interim or annual consolidated financial statements. Management has included in this footnote the impact of the misstatements to the previously issued comparative financial information included in this filing.
The following table sets forth the Company’s results of operations for the three and nine months ended September 30, 2024, which have been retrospectively adjusted to reflect the impact of the immaterial revisions.
| In millions, except per share amounts · Three months ended September 30, 2024 · Nine months ended September 30, 2024 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| As Reported · Adjustments · As Revised · As Reported · Adjustments · As Revised | |||||||||
| Product revenue | $235 | $(1) | $234 | $722 | $(2) | $720 | |||
| Service revenue | 843 | (4) | 839 | 2,487 | (10) | 2,477 | |||
| Total revenue | 1,078 | (5) | 1,073 | 3,209 | (12) | 3,197 | |||
| Cost of products | 201 | — | 201 | 623 | 1 | 624 | |||
| Cost of services | 615 | 1 | 616 | 1,850 | 1 | 1,851 | |||
| Selling, general and administrative expenses | 127 | — | 127 | 391 | — | 391 | |||
| Research and development expenses | 16 | (1) | 15 | 47 | (4) | 43 | |||
| Total operating expenses | 959 | — | 959 | 2,911 | (2) | 2,909 | |||
| Income from operations | 119 | (5) | 114 | 298 | (10) | 288 | |||
| Interest expense | (79) | — | (79) | (237) | — | (237) | |||
| Other income (expense), net | (3) | (2) | (5) | 4 | — | 4 | |||
| Income before income taxes | 37 | (7) | 30 | 65 | (10) | 55 | |||
| Income tax expense | 14 | (4) | 10 | 22 | (4) | 18 | |||
| Net income (loss) | 23 | (3) | 20 | 43 | (6) | 37 | |||
| Net income (loss) attributable to noncontrolling interests | (1) | — | (1) | (2) | — | (2) | |||
| Net income (loss) attributable to Atleos | $24 | $(3) | $21 | $45 | $(6) | $39 | |||
| Net income (loss) per share attributable to Atleos common stockholders: | |||||||||
| Net income (loss) per common share | |||||||||
| Basic | $0.33 | $(0.04) | $0.29 | $0.63 | $(0.09) | $0.54 | |||
| Diluted | $0.32 | $(0.04) | $0.28 | $0.61 | $(0.08) | $0.53 | |||
| Weighted average common shares outstanding | |||||||||
| Basic | 72.3 | 72.3 | 72.0 | 72.0 | |||||
| Diluted | 74.5 | 74.5 | 73.7 | 73.7 | |||||
The revision impacts to the Company’s Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2024 were as shown below:
| In millions · Three months ended September 30, 2024 · Nine months ended September 30, 2024 | ||||||
|---|---|---|---|---|---|---|
| As Reported · Adjustments · As Revised · As Reported · Adjustments · As Revised | ||||||
| Net income | $23 | $(3) | $20 | $43 | $(6) | $37 |
| Other comprehensive income (loss): | ||||||
| Currency translation adjustments | ||||||
| Currency translation adjustments gain (loss) | 35 | 1 | 36 | 10 | (1) | 9 |
| Other comprehensive income (loss) | (20) | 1 | (19) | (48) | (1) | (49) |
| Total comprehensive income (loss) | 3 | (2) | 1 | (5) | (7) | (12) |
| Comprehensive income (loss) attributable to Atleos common stockholders | $6 | $(2) | $4 | $— | $(7) | $(7) |
The statement of cash flows has been updated to reflect the changes to net income and the balance sheet, with no impact to net cash provided by operating activities, as the adjustments did not impact the total operating, investing, or financing cash flows for any period presented. The revision impacts to the Company’s Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2024 were as shown below:
| For the Nine Months ended September 30, 2024 | |||
|---|---|---|---|
| In millions | As Reported | Adjustments | As Revised |
| Operating activities | |||
| Net income | $43 | $(6) | $37 |
| Adjustments to reconcile net income to net cash provided by operating activities: | |||
| Changes in assets and liabilities: | |||
| Receivables | 79 | 1 | 80 |
| Contract liabilities | (24) | 8 | (16) |
| Settlement assets and liabilities, net | 46 | (1) | 45 |
| Other assets and liabilities | (96) | (2) | (98) |
| Net cash provided by operating activities | $264 | $— | $264 |
| Cash, cash equivalents, and restricted cash at end of period | $684 | $— | $684 |
As previously disclosed, in connection with the preparation of the Company’s interim and annual 2024 financial statements, management identified misstatements pertaining to the Separation-related accounting entries recorded in the fourth quarter of 2023, which impacted the Consolidated Balance Sheet and Consolidated Statement of Changes in Stockholders’ Equity presented as of December 31, 2023, and accordingly impacted the Condensed Consolidated Balance Sheets and Condensed Consolidated Statement of Changes in Stockholders’ Equity as of and for the interim periods ended March 31, 2024, June 30, 2024 and September 30, 2024, respectively. These revisions to the Condensed Consolidated Statements of Changes in Stockholders’ Equity for interim periods during 2024 were disclosed in the Annual Report on Form 10-K of NCR Atleos Corporation for the fiscal year ended December 31, 2024, as filed with the SEC on March 3, 2025 (the “Original Report”). As such, the “As previously reported” balances in the table below already include the impact of those revision adjustments, and the table presents only the impact of the revision adjustments identified in 2025.
| (in millions) | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Total Equity |
|---|---|---|---|
| Balances, March 31, 2024 (as previously reported) | $139 | $103 | $261 |
| Cumulative adjustment due to error correction in prior periods | (30) | 3 | (27) |
| Adjustment due to error correction of Net income (loss) | (1) | — | (1) |
| Adjustment due to error correction of Other Comprehensive income | — | (3) | (3) |
| Balances, March 31, 2024 (as revised) | $108 | $103 | $230 |
| Balances, June 30, 2024 (as previously reported) | $161 | $59 | $245 |
| Cumulative adjustment due to error correction in prior periods | (31) | — | (31) |
| Adjustment due to error correction of Net income (loss) | (2) | — | (2) |
| Adjustment due to error correction of Other comprehensive income | — | 1 | 1 |
| Adjustment due to error correction of Net transfers from Voyix | (2) | — | (2) |
| Balances, June 30, 2024 (as revised) | $126 | $60 | $211 |
| Balances, September 30, 2024 (as previously reported) | $185 | $41 | $256 |
| Cumulative adjustment due to error correction in prior periods | (35) | 1 | (34) |
| Adjustment due to error correction of Net income (loss) | (3) | — | (3) |
| Adjustment due to error correction of Other comprehensive income | — | 1 | 1 |
| Balances, September 30, 2024 (as revised) | $147 | $43 | $220 |
The Condensed Consolidated Statement of Changes in Stockholders’ Equity for the three and nine months ended September 30, 2025 presented within this Form 10-Q corrects the balance of retained earnings, which was overstated by $43 million as of December 31, 2024, $46 million as of March 31, 2025 and $34 million as of June 30, 2025, as well as the balance of Accumulated other comprehensive income (loss), which was overstated by $2 million as of December 31, 2024, and $1 million as of March 31, 2025, as compared to amounts previously reported. The changes to Retained earnings result from the cumulative revision to Net income in each historical period as well as a $2 million correction to the “Net transfers from Voyix” line in the three months ended June 30, 2024. The changes to Accumulated other comprehensive income described above, reflected in the “Other comprehensive income (loss)” line, result from the impact of the revisions on currency translation adjustments.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.