NCR Atleos Corp

Previous wording

During the second quarter of 2026, we continued to pursue our focus on customer service, leveraging AI-powered diagnostics, intelligent dispatch systems and fleet-level performance management to improve ATM availability. Within Self-Service Banking, continued revenue growth in our ATM as a Service (“ATMaaS”) business and subscription-based software offerings was offset by a reduction in revenue from hardware sales. Revenue in our Network segment decreased slightly quarter over quarter, due to lower demand for crypto transactions and less favorable revenue mix. Total gross margin increased year over year, due to favorable shifts in product mix in software and services, the impact of tariff refunds, productivity initiatives and positive settlement processing in the network business. These benefits were partially offset by increases in the costs of fuel and memory chips. We anticipate that these costs could remain elevated for the remainder of the year, impacting gross margin in future quarters.

Current wording

During the third quarter of 2026, we continued to pursue our focus on customer service, leveraging AI-powered diagnostics, intelligent dispatch systems and fleet-level performance management to improve ATM availability. Within Self-Service Banking, continued revenue growth quarter over quarter in our ATM as a Service (“ATMaaS”) business and subscription-based software offerings was offset by a reduction in revenue from hardware sales. Revenue in our Network segment decreased slightly, primarily due to lower demand for crypto transactions. Total gross margin increased quarter over quarter, due to favorable shifts in product mix in software and services, productivity initiatives, tariffs and lower cash vault costs. These benefits were partially offset by increases in the costs of fuel and memory chips. We anticipate that these costs could remain elevated for the remainder of the year, impacting gross margin in future quarters.

Previous wording

On a year-to-date basis, consolidated revenue increased due to an increase in ATMaaS, subscription-based software offerings, and hardware sales during the first quarter. Year-to-date gross margin increased as a result of shifts in product mix and tariff refunds in the second quarter of the year.

Current wording

On a year-to-date basis, consolidated revenue increased due to increases in ATMaaS, subscription-based software offerings, and hardware sales during the first quarter. Year-to-date gross margin increased as a result of shifts in product mix, productivity initiatives, and tariff refunds offset by increase costs in fuel and memory chips.

Previous wording

We are exposed to macroeconomic factors such as interest rates, foreign currency fluctuations, geopolitical tensions and shifts in global trade policies. We anticipate that further conflict with Iran or similar geopolitical conflicts could negatively impact our ability to deliver products and services in certain markets, and continue to result in increases in fuel costs.

Current wording

We are exposed to macroeconomic factors such as interest rates, foreign currency fluctuations, geopolitical tensions and shifts in global trade policies. We anticipate that further conflict with Iran and other geopolitical conflicts could negatively impact our ability to deliver products and services in certain markets, and continue to result in increases in fuel costs.

Previous wording

On February 20, 2026, the U.S. Supreme Court ruled that certain tariffs imposed under the International Emergency Economic Powers Act (“IEEPA”) were not valid, and on March 4, 2026, the Court of International Trade ruled that U.S. Customs and Border Protection (“CBP”) was required, subject to applicable procedures, to refund the IEEPA tariffs it had collected. On April 20, 2026, CBP began accepting submissions for certain IEEPA tariff refunds, and on June 29, 2026, it further expanded eligible refund submissions. The majority of our refund claims have been accepted, and we have accrued a net receivable related to these claims. We have received payment for a portion of our receivables.

Current wording

On February 20, 2026, the U.S. Supreme Court ruled that certain tariffs imposed under the International Emergency Economic Powers Act (“IEEPA”) were not valid, and on March 4, 2026, the Court of International Trade ruled that U.S. Customs and Border Protection (“CBP”) was required, subject to applicable procedures, to refund the IEEPA tariffs it had collected. On April 20, 2026, CBP began accepting submissions for certain IEEPA tariff refunds, and on June 29, 2026, it further expanded eligible refund submissions. As of September 30, 2026, the majority of our refund claims had been accepted and refunded. We are carrying a net receivable for the outstanding, unpaid claims within Other receivables in our Condensed Consolidated Balance Sheet.

Previous wording

Brink’s common stock. On June 30, 2026, the stockholders of both companies approved the Mergers. The Mergers are currently expected to close early in the first quarter of 2027, subject to customary closing conditions, including regulatory approvals. In connection with the Mergers, on March 11, 2026, we received the requisite consents from holders of our 9.500% Senior Secured Notes due 2029 (the “Notes”) and entered into a supplemental indenture to amend the defined term “Change of Control” to provide that the Mergers will not constitute a Change of Control and to add or amend certain other defined terms related to the Change of Control put provisions contained in the indenture governing the Notes (collectively, the “CoC Put Waiver”). As a result of the CoC Put Waiver, we are not required to repurchase any portion of the Notes as a result of the consummation of the Mergers. The supplemental indenture became effective immediately upon execution, but the CoC Put Waiver will not become operative until immediately prior to the effective time of the First Merger and will cease to be operative if the First Merger is not consummated or we do not pay the consent fee to the paying agent on behalf of the holders.

Current wording

On February 26, 2026, we entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among Atleos, The Brink’s Company, a Virginia corporation (“Brink’s”), Novus Merger Sub, Inc., a Maryland corporation and wholly owned subsidiary of Brink’s (“Merger Sub I”) and Novus Merger Sub II, LLC, a Maryland limited liability company and wholly owned subsidiary of Brink’s (“Merger Sub II”). Pursuant to the Merger Agreement, (i) Merger Sub I will merge with and into Atleos (the “First Merger”), with Atleos surviving the First Merger as a direct wholly owned subsidiary of Brink’s, and (ii) immediately following the First Merger, Atleos will merge with and into Merger Sub II (the “Second Merger” and, together with the First Merger, the “Mergers”), with Merger Sub II surviving the Second Merger as a wholly owned subsidiary of Brink’s. Pursuant to the Merger Agreement, Brink’s will acquire each outstanding share of Atleos stock for $30.00 in cash, without interest, and 0.1574 shares of validly issued, fully paid and nonassessable shares of Brink’s common stock. On June 30, 2026, the stockholders of both companies approved the Mergers. The Mergers are currently expected to close early in the first quarter of 2027, subject to customary closing conditions, including regulatory approvals. In connection with the Mergers, on March 11, 2026, we received the requisite consents from holders of our 9.500% Senior Secured Notes due 2029 (the “Notes”) and entered into a supplemental indenture to amend the defined term “Change of Control” to provide that the Mergers will not constitute a Change of Control and to add or amend certain other defined terms related to the Change of Control put provisions contained in the indenture governing the Notes (collectively, the “CoC Put Waiver”). As a result of the CoC Put Waiver, we are not required to repurchase any portion of the Notes as a result of the consummation of the Mergers. The supplemental indenture became effective immediately upon execution, but the CoC Put Waiver will not become operative until immediately prior to the effective time of the First Merger and will cease to be operative if the First Merger is not consummated or we do not pay the consent fee to the paying agent on behalf of the holders.

Previous wording

•Total revenue of $1.10 billion for the three months ended June 30, 2026 was flat year over year, including $776 million of recurring revenue ($772 million of recurring revenue in the prior year period). For the six months ended June 30, 2026, total revenue increased 3% to $2.15 billion, including $1.53 billion of recurring revenue, compared to $2.08 billion and $1.51 billion, respectively, in the comparative prior year period. Revenue growth for the three and six months ended June 30, 2026 was driven by software and services revenues, including ATMaaS, while revenue in our network business decreased due to lower demand for crypto transactions. Hardware sales and associated installation services also contributed an offset to revenue growth in the three months ended June 30, 2026 due to the timing of delivery in the prior year, with overall growth for the six months ended June 30, 2026. Other revenues declined due to an expected reduction in commercial agreements and commerce-related contracts with Voyix.

Current wording

•Total revenue of $1.10 billion for the three months ended September 30, 2026 decreased 2% year over year. Recurring revenue was $782 million compared to $783 million in the prior year period. For the nine months ended September 30, 2026, total revenue increased 1% to $3.25 billion, including $2.31 billion of recurring revenue, compared to $3.20 billion and $2.30 billion, respectively, in the prior year period. Revenue growth for the three and nine months ended September 30, 2026 was driven by software and services revenues, including ATMaaS. Revenue was offset by decreases in hardware and in the network business due to lower demand for crypto transactions. Other revenues declined due to an unexpected reduction in commercial agreements and commerce related contracts with Voyix.

Previous wording

•For the three months ended June 30, 2026, gross margin increased 510 basis points to 28.0% and adjusted gross margin increased 530 basis points to 30.2%. For the six months ended June 30, 2026, gross margin increased 200 basis points to 25.3% and adjusted gross margin increased 200 basis points to 27.4%. These increases were driven by net tariff refunds, favorable product mix in software and services, productivity initiatives, and positive settlement processing and lower vault cash costs in the network business, offset by an increase in other costs, including fuel and memory chips.

Current wording

•For the three months ended September 30, 2026, gross margin increased 160 basis points to 25.8% and adjusted gross margin increased 120 basis points to 27.7%. For the nine months ended September 30, 2026, gross margin increased 190 basis points to 25.5% and adjusted gross margin increased 170 basis points to 27.5%. These increases were driven by favorable product mix in software and services, productivity initiatives, and net tariff refunds offset by increases in other costs including fuel and memory chips.

Previous wording

•Income from operations increased 31% and 13% for the three and six months ended June 30, 2026, respectively, driven by the factors described above. Operating expenses increased due to costs incurred in connection with our workforce optimization and strategic initiatives, as well as acquisition-related costs.

Current wording

•Income from operations increased 66% and 31% for the three and nine months ended September 30, 2026, respectively, driven by the factors above, as well as a favorable legal settlement in the third quarter.

Previous wording

•Income before income taxes increased to $90 million and $123 million for the three and six months ended June 30, 2026, respectively, compared to $57 million and $79 million in the prior year periods as the impact of lower interest costs on our debt was offset by reduced gains from business disposals relative to the prior year period.

Current wording

•Income before income taxes increased to $129 million and $252 million for the three and nine months ended September 30, 2026, respectively, compared to $33 million and $112 million in the prior year periods. The increases were driven by the factors discussed above, as well as lower interest costs on our debt and higher expected asset returns within our defined benefit plans.

Previous wording

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

Current wording

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

Previous wording

Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (Adjusted EBITDA)(non-GAAP) and Adjusted EBITDA margin (non-GAAP) are calculated as GAAP Net income (loss) attributable to Atleos plus interest expense; plus income tax expense (benefit); plus depreciation and amortization; plus acquisition-related costs, including costs related to the Brink’s transaction; plus pension mark-to-market adjustments and other one-time pension-related costs; plus separation-related costs; plus transformation and restructuring charges, which include 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. Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA by total revenue, and Adjusted EBITDA margin by segment is calculated based on segment Adjusted EBITDA divided by the related segment revenue. We use these non-GAAP measures to evaluate performance consistently from period to period.

Current wording

Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (Adjusted EBITDA)(non-GAAP) and Adjusted EBITDA margin (non-GAAP) are calculated as GAAP Net income (loss) attributable to Atleos plus interest expense; plus income tax expense (benefit); plus depreciation and amortization; plus acquisition-related costs, including costs related to the Brink’s transaction; plus pension mark-to-market adjustments and other one-time pension-related costs; plus separation-related costs; plus transformation and restructuring charges, which include integration, severance, divestiture and other exit and disposal costs; plus stock-based compensation expense; plus Voyix legal and environmental indemnification expense; plus or minus other legal settlements; plus other amounts included in Other income (expense), net. Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA by total revenue, and Adjusted EBITDA margin by segment is calculated based on segment Adjusted EBITDA divided by the related segment revenue. We use these non-GAAP measures to evaluate performance consistently from period to period.

Previous wording

Adjusted gross margin as a percentage of revenue(non-GAAP) and Adjusted selling, general and administrative expenses as a percentage of revenue(non-GAAP) are calculated utilizing GAAP gross margin and selling, general and administrative expenses, respectively, and excluding, as applicable, acquisition-related costs, including costs related to the Brink’s transaction; one-time pension-related costs; separation-related costs; amortization of acquisition-related intangibles; stock-based compensation expense; transformation and restructuring charges (which includes integration, severance, divestiture and other exit and disposal costs); Voyix legal indemnification expense; and other non-recurring or unusual items. We use these non-GAAP measures to evaluate performance consistently from period to period.

Current wording

Adjusted gross margin as a percentage of revenue(non-GAAP) and Adjusted selling, general and administrative expenses as a percentage of revenue(non-GAAP) are calculated utilizing GAAP gross margin and selling, general and administrative expenses, respectively, and excluding, as applicable, acquisition-related costs, including costs related to the Brink’s transaction; one-time pension-related costs; separation-related costs; amortization of acquisition-related intangibles; stock-based compensation expense; transformation and restructuring charges (which includes integration, severance, divestiture and other exit and disposal costs); Voyix legal indemnification expense; other legal settlements and other non-recurring or unusual items. We use these non-GAAP measures to evaluate performance consistently from period to period.

Previous wording

(1) Contains certain 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.

Current wording

(1)Contains certain 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.

Previous wording

Consolidated revenue for the six months ended June 30, 2026 increased 3% compared to the six months ended June 30, 2025. Revenue growth for the six months ended June 30, 2026 was driven by software and services revenues, including ATMaaS. Hardware sales and associated installation services contributed an offset to revenue growth in the three months ended June 30, 2026 due to timing of delivery in the prior year, with overall growth for the six months ended June 30, 2026. Other revenues for both the three and six months ended June 30, 2026 declined due to an expected reduction in commercial agreements and commerce-related contracts with Voyix.

Current wording

Consolidated revenue for the three months ended September 30, 2026 decreased 2% compared to the three months ended September 30, 2025, due to a decrease in hardware sales offset by increases in software and services, including ATMaaS. Revenue growth for the nine months ended September 30, 2026 was driven by software and services revenues, including ATMaaS. This growth was offset by decreases in hardware and in the network business due to lower demand for crypto transactions. Other revenues declined due to an expected reduction in commercial agreements and commerce related contracts with Voyix.

Previous wording

Gross margin increased to 28.0% and 25.3% for the three and six months ended June 30, 2026, respectively, compared with 22.9% and 23.3%, respectively, for the corresponding comparative prior year periods. Adjusted gross margin for the three and six months ended June 30, 2026 increased from 24.9% and 25.4% to 30.2% and 27.4%, respectively.

Current wording

Gross margin increased to 25.8% and 25.5% for the three and nine months ended September 30, 2026, respectively, compared with 24.2% and 23.6%, respectively, for the corresponding prior year periods. Adjusted gross margin for the three and nine months ended September 30, 2026 increased from 26.5% and 25.8% to 27.7% and 27.5%, respectively. These increases were driven by favorable product mix in software and services, productivity initiatives, and net tariff refunds offset by increases in other costs including fuel and memory chips.

Previous wording

Selling, general, and administrative expenses increased $17 million and $25 million for the three and six months ended June 30, 2026, respectively, compared to the corresponding prior year periods. The increases were primarily due to higher severance costs and professional fees incurred in connection with our workforce optimization and other strategic initiatives. On an adjusted basis, selling, general and administrative expenses as a percentage of revenue increased from 9.1% to 9.5% for the three months ended June 30, 2026. For the six months ended June 30, 2026 and 2025, adjusted selling, general and administrative expenses as a percentage of revenue remained flat at 10.0%.

Current wording

Selling, general, and administrative expenses decreased $61 million and $36 million for the three and nine months ended September 30, 2026, respectively, compared to the prior year periods. The decrease in the three months ended September 30, 2026 was primarily due to the favorable settlement of a legal matter in the current period and the impact of a prior year litigation matter shared with Voyix that did not repeat. For the nine months ended September 30, 2026, these impacts were partially offset by year-over-year changes in severance costs and professional fees incurred in connection with our workforce optimization and other strategic initiatives. On an adjusted basis, selling, general and administrative expenses as a percentage of revenue decreased from 9.2% to 8.6% for the three months ended September 30, 2026, and from 9.7% to 9.5% for the nine months ended September 30, 2026.

Previous wording

Research and development expenses increased year over year by $3 million and $6 million for the three and six months ended June 30, 2026, respectively, due to increases in employee-related costs.

Current wording

Research and development expenses for the three months ended September 30, 2026 remained flat year over year, and increased $6 million for the nine months ended September 30, 2026 compared to the prior year period due to increases in employee-related costs.

Previous wording

Interest expense decreased $7 million and $11 million for the three and six months ended June 30, 2026, respectively, compared to the prior year due to lower interest rates on certain debt obligations as well as a reduction in the outstanding balance on the term loan facilities.

Current wording

Interest expense decreased $7 million and $18 million for the three and nine months ended September 30, 2026, respectively, compared to the prior year periods due to lower interest rates on certain debt obligations during the first half of the year, as well as a reduction in the outstanding balance on our term loan and revolving credit facility.

Previous wording

We recorded expense of $4 million for the three months ended June 30, 2026 compared to income of $7 million in the comparative prior year period. The unfavorable year-over-year change was primarily attributable to gains recognized on the divestiture of a business in the prior year period that did not repeat. This was partially offset by an increase in income related to our company-sponsored defined benefit plans resulting from contributions and favorable prior year asset performance, and the amortization of actuarial gains associated with certain postemployment plans. On a year-to-date basis, Other income increased $5 million as the increase in income related to our company-sponsored defined benefit plans more than offset a decrease in gains recognized from business disposals.

Current wording

We recorded income of $7 million and $15 million for the three and nine months ended September 30, 2026, respectively, compared to expense of $9 million and $6 million, respectively, in the prior year periods. The year-over-year changes were attributable to an increase in income related to our company-sponsored defined benefit plans resulting from contributions and favorable prior year asset performance, and the amortization of actuarial gains associated with certain postemployment plans, as well as a reduction in our environmental indemnification obligation to Voyix.

Previous wording

Income tax expense was $25 million and $36 million for the three and six months ended June 30, 2026, respectively, compared to $19 million and $28 million in the prior year periods. The changes were primarily driven by higher income before income taxes, partially offset by a lower annual effective tax rate. We did not recognize any material discrete tax expenses or benefits in the three and six months ended June 30, 2026 or 2025.

Current wording

Income tax expense was $32 million and $68 million for the three and nine months ended September 30, 2026, respectively, compared to $7 million and $35 million in the prior year periods. The increases were primarily driven by higher income before taxes, partially offset by a lower annual effective tax rate. We recognized discrete tax expenses of $4 million and $7 million in the three and nine months ended September 30, 2026, respectively. We did not recognize any material discrete tax expenses or benefits in the three months ended September 30, 2025. For the nine months ended September 30, 2025, we recognized a $6 million expense related to a change in our estimated deferred tax provision, offset by a $4 million benefit related to the release of reserves for uncertain tax positions.

Previous wording

Our Chief Operating Decision Maker (“CODM”) evaluates segment performance using revenue and Adjusted EBITDA. Refer to the section entitled “Supplemental Information - Items Affecting Comparability” for our definition of Adjusted EBITDA and the reconciliation of Net income (loss) attributable to Atleos (GAAP) to Adjusted EBITDA.

Current wording

Our Chief Operating Decision Maker evaluates segment performance using revenue and Adjusted EBITDA. Refer to the section entitled “Supplemental Information - Items Affecting Comparability” for our definition of Adjusted EBITDA and the reconciliation of Net income (loss) attributable to Atleos (GAAP) to Adjusted EBITDA.

Previous wording

Revenue for the three and six months ended June 30, 2026 increased 1% and 6%, respectively, compared to the prior year period. Software and services revenues increased, primarily due to the continued shift toward recurring ATMaaS arrangements and subscription-based software offerings. Hardware sales and associated installation services contributed an offset to revenue growth in the three months ended June 30, 2026 due to the timing of delivery in the prior year, with overall growth for the six months ended June 30, 2026.

Current wording

Revenue for the three and nine months ended September 30, 2026 decreased 2% and increased 3%, respectively, compared to the prior year periods. Software and services revenues increased for the three and nine months ended September 30, 2026, primarily due to the continued shift toward recurring ATMaaS arrangements and subscription-based software offerings. The revenue increase was offset by a decline in hardware sales and installations.

Previous wording

Adjusted EBITDA for the three and six months ended June 30, 2026 increased 13% and 9%, respectively, compared to the prior year periods due to net tariff refunds, productivity initiatives and favorable product mix, offset by increases in the costs of fuel and memory chips.

Current wording

Adjusted EBITDA for the three and nine months ended September 30, 2026 increased 7% and 8%, respectively, compared to the prior year periods due to favorable product mix, productivity initiatives and, for the nine months ended September 30, 2026, the impact of net tariff refunds. These factors were partially offset by increases in the costs of fuel and memory chips.

Previous wording

Revenue for the three months ended June 30, 2026 was flat year over year, while for the six months ended June 30, 2026 revenue decreased 4% due to a decline in customer projects.

Current wording

Revenue for the three months ended September 30, 2026 was flat year over year, while for the nine months ended September 30, 2026 revenue decreased 2% due to a decline in customer projects.

Previous wording

Summarized cash flow information for the six months ended June 30, is as follows:

Current wording

Summarized cash flow information for the nine months ended September 30 is as follows:

Previous wording

Net cash provided by operating activities for the six months ended June 30, 2026 decreased $77 million relative to the comparative prior year period, driven by the timing of cash settlement to our merchant partners, increases in contract liabilities and other working capital requirements.

Current wording

Net cash provided by operating activities for the nine months ended September 30, 2026 increased $94 million relative to the prior year period, driven by higher net income.

Previous wording

Net cash used in investing activities increased $15 million for the six months ended June 30, 2026 relative to the comparative prior year period, primarily due to a reduction in sale-leaseback transactions on our ATM units.

Current wording

Net cash used in investing activities increased $14 million for the nine months ended September 30, 2026 relative to the prior year period, primarily due an increase in capital expenditures.

Previous wording

Net cash used in financing activities for the six months ended June 30, 2026 decreased $60 million year over year, driven by additional net borrowings under our revolving credit facility of $95 million. This was partially offset by an increase in repayments on our term loan facilities of $13 million and year-to-date payments of $16 million for share repurchases. Additionally, cash inflows from employee stock plans decreased $7 million due to the timing of employee stock options exercises.

Current wording

Net cash used in financing activities for the nine months ended September 30, 2026 increased $165 million year over year, driven by payments on our revolving credit facility of $125 million, cash paid for share repurchases of $16 million and an increase in principal payments on our finance leases offset by a decrease of $7 million in proceeds from employee stock options exercises.

Previous wording

Long Term Borrowings As of June 30, 2026, we had $1,350 million of outstanding 9.500% senior secured notes due in 2029 and $1,243 million outstanding under our term loan facilities. In addition, we had $235 million outstanding under our revolving credit facility and $30 million of letters of credit issued.

Current wording

Long Term Borrowings As of September 30, 2026, we had $1,350 million of outstanding 9.500% senior secured notes due in 2029 and $1,224 million outstanding under our term loan facilities. We had no outstanding balance under our revolving credit facility and $29 million of letters of credit issued.

Previous wording

Employee Benefit Plans In 2026, we expect to make contributions of $4 million to our international pension plans, $48 million to our U.S. pension plan, $16 million to our postemployment plans, and immaterial contributions to our U.S. postretirement plan.

Current wording

Employee Benefit Plans In 2026, we expect to make contributions of $4 million to our international pension plans, $44 million to our U.S. pension plan and $17 million to our postemployment plans.

Previous wording

Cash and Cash Equivalents Held by Foreign Subsidiaries Cash and cash equivalents held by our foreign subsidiaries at June 30, 2026 and December 31, 2025 was $291 million and $299 million, respectively. Under current tax laws and regulations, if cash, cash equivalents and short-term investments held outside the U.S. are distributed to the U.S. in the form of dividends or otherwise, we may be subject to additional U.S. income taxes and foreign withholding taxes, which could be significant.

Current wording

Cash and Cash Equivalents Held by Foreign Subsidiaries Cash and cash equivalents held by our foreign subsidiaries at September 30, 2026 and December 31, 2025 was $245 million and $299 million, respectively. Under current tax laws and regulations, if cash, cash equivalents and short-term investments held outside the U.S. are distributed to the U.S. in the form of dividends or otherwise, we may be subject to additional U.S. income taxes and foreign withholding taxes, which could be significant.

Previous wording

Share Repurchase Program During the six months ended June 30, 2026, we repurchased approximately 0.4 million shares under our stock repurchase program for an aggregate purchase price of $15 million, including commissions and fees. The repurchases were funded primarily through cash generated from operations and available liquidity. In connection with the Mergers, we have suspended our share repurchase program.

Current wording

Share Repurchase Program During the nine months ended September 30, 2026, we repurchased approximately 0.4 million shares under our stock repurchase program for an aggregate purchase price of $15 million, including commissions and fees. The repurchases were funded primarily through cash generated from operations and available liquidity. In connection with the Mergers, we have suspended our share repurchase program.

Previous wording

As of June 30, 2026, our cash and cash equivalents totaled $429 million, our debt totaled $2,829 million and our borrowing capacity under our Revolving Credit Facility was $335 million.

Current wording

Liquidity As of September 30, 2026, our cash and cash equivalents totaled $311 million, our debt totaled $2,575 million and our borrowing capacity under our Revolving Credit Facility was $571 million.

Previous wording

Our ability to generate positive cash flows from operations is dependent on general economic conditions and the competitive environment in our industry, and is subject to the business and other risk factors described in Item 1A of Part I of our 2025 Annual Report on Form 10-K, Item 1A of Part II of our Quarterly Report on Form 10-Q filed on May 7, 2026, and Item 1A of Part II of this Quarterly Report on Form 10-Q (as applicable). If we are unable to generate sufficient cash from operations, or otherwise comply with the terms of our credit facilities, we may be required to seek additional financing alternatives. However, there can be no assurance that we will be able to obtain additional debt or equity financing on acceptable terms in the future.

Current wording

Our ability to generate positive cash flows from operations is dependent on general economic conditions and the competitive environment in our industry and is subject to the business and other risk factors described in Item 1A of Part I of our 2025 Annual Report on Form 10-K and Item 1A of Part II of our Quarterly Report on Form 10-Q filed on May 7, 2026. If we are unable to generate sufficient cash from operations, or otherwise comply with the terms of our credit facilities, we may be required to seek additional financing alternatives. However, there can be no assurance that we will be able to obtain additional debt or equity financing on acceptable terms in the future.