NCR Atleos Corp

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

Note 16. Subsequent Events

1. 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. The Company’s 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. Atleos is a global company that is 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 the Company’s Form 10-K for the year ended December 31, 2024.

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 U.S. Dollars (USD) and millions.

Use of Estimates The preparation of financial statements in accordance with GAAP requires management 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. As a result, 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 The Company 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. Refer to Note 16, “Subsequent Events”.

Prior Period Financial Statement Revision 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 December 31, 2023 balance sheet and statement of changes in stockholders’ equity. In order to correctly state December 31, 2023 equity to reflect the impact of the Separation transaction, management revised the December 31, 2023 Consolidated Balance Sheet and Consolidated Statement of Changes in Stockholders’ Equity to reflect the impact of the misstatements in the Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Form 10-K”). Management is also revising herein the Condensed Consolidated Statement of Changes in Stockholders’ Equity for the three months ended June 30, 2024 for this matter. The cumulative adjustments had no impact on operating results or cash flows. The Company evaluated the impact of the misstatements and concluded they were not material to any previously issued interim or annual consolidated financial statements.

In connection with the preparation of the Company’s second quarter 2025 financial statements, management identified additional misstatements in the previously issued financial statements of the Company. These misstatements related primarily to the incorrect treatment of certain network-related revenue and costs and remeasurement of indirect taxes denominated in foreign currencies and resulted in an overstatement of previously reported pre-tax income during fiscal year 2023 of approximately $15 million, an understatement of pre-tax income of approximately $2 million during fiscal year 2024, and an overstatement of pre-tax income of approximately $2 million during the first quarter of fiscal year 2025, as well as an impact to the previously reported amounts in each of the interim periods within fiscal years 2023 and 2024. The Company evaluated the impact of these misstatements to the previously issued annual and interim financial statements and determined that they are not material to any period; however, the Company elected to revise the previously issued financial statements for impacted periods to improve the quality of financial reporting and due to the nature of the adjustments. 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. The accompanying footnotes have also been adjusted, where applicable, to reflect the impact of such corrections.

The Company will effect the revision of its consolidated financial statements in future filings as the impacted periods are presented as comparative periods in those filings. Refer to Note 15, “Revisions of Previously Issued Financial Statements”, for additional information.

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:

Contract Assets and Liabilities The following table presents the net contract liability balances as of June 30, 2025 and December 31, 2024. As of June 30, 2025 and December 31, 2024, no contracts were in a net asset position.

During the six months ended June 30, 2025, the Company recognized $199 million in revenue that was included in contract liabilities as of December 31, 2024. During the six months ended June 30, 2024, the Company recognized $216 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 June 30, 2025, the aggregate amount of the transaction price allocated to remaining performance obligations was approximately $2.2 billion. The Company expects 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.

The Company has 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:

The allowance for credit losses as of June 30, 2025 and December 31, 2024 was $15 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 the three and six months ended June 30, 2025 and June 30, 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 the Company’s Condensed Consolidated Financial Statements and related disclosures because the Company generally does 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. The Company is not currently offering digital asset safeguarding services to its customers and the adoption of this new guidance did not have an impact on its 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 the Company’s 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. The Company is 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. The Company is 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 the Company, the Company does not believe any of these accounting pronouncements will have a material impact on its Condensed Consolidated Financial Statements.

2. GOODWILL AND PURCHASED INTANGIBLE ASSETS

Goodwill by Segment The carrying amounts of goodwill by segment as of June 30, 2025 and December 31, 2024 are included in the table below. Foreign currency fluctuations are included within other adjustments.

(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.

Identifiable Intangible Assets The Company’s purchased 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 for the Company’s identifiable intangible assets were as set forth in the table below.

(1)The increase in the gross carrying amount of technology-software intangible assets is related to the acquisition of intellectual property.

Amortization expense related to identifiable intangible assets for the following periods is:

The estimated aggregate amortization expense for identifiable intangible assets for the following periods is:

3. SEGMENT INFORMATION AND CONCENTRATIONS

The Company is organized primarily based on its operating model, management structure and organizational responsibilities. The Company manages and reports its operations in the following three segments: Self-Service Banking, Network, and Telecommunications & Technology (“T&T”). 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 our 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 include 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.

•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 the Company’s resources. Management evaluates the performance of the segments and allocates resources to them based on revenue and Adjusted EBITDA. Atleos determines 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. These adjustments are considered non-operational or non-recurring in nature and are excluded 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 on a monthly basis for its profit measure 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 in countries that Voyix exited that are aligned to Atleos, that do not represent a reportable segment. 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 the 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 six months ended June 30, 2025 and 2024.

(1)Other revenue represents certain other immaterial business operations, including commerce-related operations in countries that Voyix exited that are aligned to Atleos, that do not represent a reportable segment. 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 Atleos’ costs of products, costs 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 Atleos’ definition of Adjusted EBITDA, which is management’s measure of segment profit or loss, with the exception that these amounts include depreciation and amortization expense. Atleos believes these measures are useful for investors because they may provide a more complete understanding of Atleos’ underlying operational performance, as well as consistency and comparability with Atleos’ past reports of financial results.

(3)Other segment items primarily includes an adjustment for depreciation and amortization expense to reconcile segment results to Adjusted EBITDA, which is management’s segment measure of profit or loss.

(4)Represents Atleos’ indemnification of certain costs shared with Voyix, related to investigatory and remedial activities, and related litigation, at facilities formerly owned or operated by Voyix to comply, or determine compliance, with environmental laws. Refer to Note 9, “Commitments and Contingencies”, for further details on the Shared Environmental 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, postemployment 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.

(1)Other revenue represents certain other immaterial business operations, including commerce-related operations in countries that Voyix exited that are aligned to Atleos, that do not represent a reportable segment. 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 Atleos’ costs of products, costs 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 Atleos’ definition of Adjusted EBITDA, which is management’s measure of segment profit or loss, with the exception that these amounts include depreciation and amortization expense. Atleos believes these measures are useful for investors because they may provide a more complete understanding of Atleos’ underlying operational performance, as well as consistency and comparability with Atleos’ past reports of financial results.

(3)Other segment items includes an adjustment for depreciation and amortization expense to reconcile segment results to Adjusted EBITDA, which is management’s segment measure of profit or loss.

(4)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, postemployment 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 is recognized at a point in time for Atleos:

(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 revenue by geographic area for Atleos:

4. DEBT OBLIGATIONS

The following table summarizes the Company’s short-term borrowings and long-term debt:

(1)Interest rates are weighted average interest rates as of June 30, 2025 and December 31, 2024.

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 “Term Loan A Facility” and, the loans thereunder the “Term A-1 Loans”), a senior secured Term Loan A-2 Facility in an aggregate principal amount of $300 million (the “Term Loan A-2 Facility” and, the loans thereunder “the Term A-2 Loans”) and a senior secured Term Loan B Facility in an aggregate principal amount of $445 million (the “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” and, together with the Term Loan Facilities, the “Credit Facilities”).

As of June 30, 2025, the Term Loan Facilities under the Amended Credit Agreement have an aggregate principal amount of $1,580 million, of which $1,354 million remained outstanding. Additionally, as of June 30, 2025, there was $240 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 June 30, 2025, outstanding letters of credit were $26 million. Our borrowing capacity under our Revolving Credit Facility was $334 million at June 30, 2025.

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 Loans 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, were 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 to allow its 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 (x) 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 (y) 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 will guarantee the Credit Facilities. The Notes and related guarantees will be secured, subject to permitted liens and certain other exceptions, by first-priority liens on the Collateral (as defined above). Interest is payable on the Notes semi-annually, in arrears, at an annual rate of 9.500% on April 1 and October 1 of each year. The Notes will 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 December 2022, NCR and Cardtronics USA, Inc., a wholly owned subsidiary of the Company, entered into a master loan agreement (the “ATMaaS Facility”) with Banc of America Leasing & Capital, LLC (“BALCAP”) 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 (“ATMaaS Assets”) as security interest in the borrowing. The total amount available under the ATMaaS Facility is $20 million with repayment terms up tofour years. As of June 30, 2025, total debt outstanding under the financing program was $4 million with a weighted average interest rate of 7.17% and a weighted average term of 1.6 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 The Company utilized Level 2 inputs, as defined in the fair value hierarchy, to measure the fair value of the long-term debt, which, as of June 30, 2025 and December 31, 2024 was $3,114 million and $3,126 million, respectively. Management’s fair value estimates were based on quoted prices for recent trades of Atleos’ long-term debt, quoted prices for similar instruments, and inquiries with certain investment communities.

5. TRADE RECEIVABLES FACILITY

The Company maintains a trade receivables facility (the “Trade Receivables Facility”) with 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”), which allows the Company’s wholly-owned, bankruptcy remote subsidiaries, NCR Atleos Receivables LLC (the “U.S. SPE”) and NCR Atleos Canada Receivables LP (the “Canadian SPE”), to sell certain trade receivables on a revolving basis to the Purchasers participating in the Trade Receivables Facility. The Trade Receivables Facility became effective October 16, 2023 and has an initial term oftwo years, unless earlier terminated in accordance with the terms thereof, and may be extended by agreement of the parties.

Under the Trade Receivables Facility, the Company and certain United States and Canadian operating subsidiaries of the Company continuously sell their trade receivables as they are originated to the U.S. SPE and a Canadian SPE (collectively, the “SPEs”), 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. The Company controls, and therefore consolidates, the SPEs in its Condensed Consolidated Financial statements.

As cash is collected on the 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 $166 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 $166 million and $166 million as of June 30, 2025 and December 31, 2024, respectively. Excluding the trade receivables sold, the SPEs collectively owned $106 million and $38 million of trade receivables as of June 30, 2025 and December 31, 2024, respectively, and these amounts are included in Accounts receivable, net in the Company’s Condensed Consolidated Balance Sheets.

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. Those 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 of the full and timely payment of all trade receivables sold to them by the U.S. SPE. The guarantee is collateralized by all the trade receivables owned by each of the SPEs that have not been sold. The reserve recognized for this recourse obligation as of June 30, 2025 and December 31, 2024 is not material.

Cardtronics USA Inc. and Cardtronics Canada Holdings Inc. 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 a servicer. In addition to any obligations as servicer, the U.S. Originators and Canadian Originator 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.

6. 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 $19 million for the three months ended June 30, 2025 compared to income tax expense of $4 million for the three months ended June 30, 2024. The change in the three months ended June 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 three months ended June 30, 2025, the Company also recognized a $5 million expense related to a change in estimated deferred tax provision offset by a $3 million benefit related to the release of uncertain tax position reserves. In the three months ended June 30, 2024, the Company recognized a $9 million benefit related to a change in foreign tax inclusions.

Income tax expense was $29 million for the six months ended June 30, 2025 compared to income tax expense of $8 million for the six months ended June 30, 2024. The change in the six months ended June 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 six months ended June 30, 2025, the Company also recognized a $6 million expense related to change in estimated deferred tax provision offset by a $4 million benefit related to the release of uncertain tax position reserves. In the six months ended June 30, 2024, the Company recognized an $11 million benefit related to a change in foreign tax inclusions.

As of June 30, 2025, the Company has gross unrecognized tax benefits of $33 million. The Company engages in continuous discussions and negotiations with taxing authorities regarding tax matters, and the Company has determined that over the next twelve months it expects to resolve certain tax matters related to foreign jurisdictions. As a result, as of June 30, 2025, the Company estimates that it is reasonably possible that gross unrecognized tax benefits may decrease by $1 million to $2 million in the next twelve months.

7. STOCK COMPENSATION PLANS

Stock-based compensation expense is recognized within Operating expenses in the Condensed Consolidated Financial Statements, depending on the nature of the employee’s role in our operations, based upon fair value. Consistent with the requirements of ASC 718, Compensation-Stock Compensation, our stock-based compensation expense includes expense on all awards held by Atleos employees, including converted option and restricted stock unit awards in Voyix common stock.

Stock-based compensation expense for the following periods were:

On February 20, 2025, the Company granted restricted stock units under the 2023 Stock Incentive Plan to its executive officers and other employees, comprised of both time-based and market-based restricted stock units. The time-based restricted stock units were granted with a weighted-average grant date fair value of $30.28 and vest in annual installments over athree-year requisite service period ending February 20, 2028.

The market-based restricted stock units cliff vest 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, as compared to a designated peer group. The fair value of the awards was determined to be $41.75 per share based on using a Monte-Carlo simulation model and will be recognized over athree-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 calculated using the Finnerty model and applied to the awards subject to the post-vesting restrictions. The fair value of the time-based and market-based awards subject to the post-vesting restrictions were $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:

Expected volatility for these restricted stock units is calculated as the historical volatility of the Company’s peers over a period of approximately three years, as management believes this is the best representation of prospective trends given the limited trading history of Atleos’ stock. The risk-free interest rate was determined based on a three-year U.S. Treasury yield curve in effect at the time of the grant. The expected dividend yield was assumed to bezero, as the Company has not announced plans to pay dividends on its common stock. The discount for lack of marketability was based on a Finnerty put-option model, which uses the price of a put to estimate the cost of insuring the value of the award against downside risk during the holding period.

As of June 30, 2025, the total unrecognized compensation cost related to unvested restricted stock grants is $60 million. The unrecognized compensation cost is expected to be recognized over a weighted average period of approximately 2.2 years.

8. EMPLOYEE BENEFIT PLANS

Components of net periodic benefit cost (income) of the pension plans for the three months ended June 30, were as follows:

Components of net periodic benefit cost (income) of the pension plans for the six months ended June 30, were as follows:

All components of net periodic benefit cost (income) of the postretirement plan for the three and six months ended June 30, 2025 and 2024 were immaterial.

Components of net periodic benefit cost (income) of the postemployment plans for the three and six months ended June 30, were as follows:

The components of net periodic benefit cost (income), other than the net service cost component, are recorded in Other income (expense), net in the Condensed Consolidated Statements of Operations.

Employer Contributions

Pension For the three and six months ended June 30, 2025, Atleos contributed $2 million and $3 million, respectively, to its international pension plan. For the three and six months ended June 30, 2025, Atleos contributed $4 million and $4 million, respectively, to its U.S pension plan. Atleos anticipates contributing an additional $4 million to its international pension plan and $19 million to its U.S. pension plan for a total of $7 million and $23 million, respectively, in 2025.

Postretirement For the three and six months ended June 30, 2025, Atleos made no contributions to its postretirement plan. Atleos anticipates contributing $1 million to its postretirement plan in 2025.

Postemployment For the three and six months ended June 30, 2025, Atleos contributed $4 million and $7 million, respectively, to its postemployment plan. Atleos anticipates contributing an additional $16 million to its postemployment plan for a total of $23 million in 2025.

9. COMMITMENTS AND CONTINGENCIES

In the normal course of business, the Company is 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, the Company does not currently expect to incur material capital expenditures or other liabilities related to such matters. However, there can be no assurances 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 set forth herein. Additionally, the Company is 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 rapidly changing and subject to many possible changes in the future. The Company has reflected all liabilities when a loss is considered probable and reasonably estimable in the Condensed Consolidated Financial Statements.

The Company provides its customers with certain indemnification rights, subject to certain limitations and exceptions. On limited occasions the Company will undertake to indemnify a customer for business, rather than contractual, reasons. From time to time, the Company enters into agreements in connection with its acquisition and divestiture activities that include indemnification obligations. Historically, the Company has 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, the Company shares 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 June 30, 2025, the Company has 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 the 2024 Form 10-K.

Voyix reports that as of March 31, 2025, Voyix’s total reserve for Kalamazoo River was $141 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. Voyix’s reserve as of June 30, 2025, may be higher or lower than previously reported.

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 reports, as of March 31, 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. Management expects 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, the Company shares equally costs and liability 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 court entered a 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 reports that it intends to vigorously contest the matter and filed a notice of appeal on July 2, 2024. Voyix further reports that an estimate or range of possible loss was not included in the judgment and cannot be determined at this time. Voyix stipulated with the plaintiffs to a $45 million supersedeas bond, which Voyix contends may not be correlated to any actual loss but allowed Voyix to obtain a stay of execution of the judgment pending appeal. On September 12, 2024, the bond was filed and the stay was issued. The appellate court will hear oral arguments in August 2025. The Company evaluated the judgment and order and, after consulting with Voyix, in accordance with ASC 450, Contingencies, concluded that, as of June 30, 2025, a loss is reasonably possible, but that an estimate or range of possible loss cannot be determined at this time given uncertainty regarding the ultimate form of relief and complexities in the methodology and quantification of damages, if any.

Purchase Commitments The Company has purchase commitments for materials, supplies, services, and property, plant and equipment as part of the normal course of business.

10. 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:

The components of diluted earnings per share are as follows:

For the three and six months ended June 30, 2025, weighted average restricted stock units and stock options of 2.8 million and 2.4 million, respectively, were excluded from the diluted share count because their effect would have been anti-dilutive.

For the three and six months ended June 30, 2024, weighted average restricted stock units and stock options of 2.8 million and 2.9 million, respectively, were excluded from the dilutive share count because their effect would have been anti-dilutive.

11. DERIVATIVES AND HEDGING INSTRUMENTS

Atleos is exposed to certain risks arising from both our business operations and economic conditions. We principally manage exposures to a wide variety of business and operational risk through management of core business activities. We also manage interest rate risk associated with our vault cash rental obligations and, at times, 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 existing Term Loan Facilities and vault cash agreements, we entered into interest rate swap contracts (“Interest Rate Derivatives”).

Further, a substantial portion of our operations and revenue occur outside the United States and, as such, Atleos has exposure to approximately 40 functional currencies. Our results can be significantly impacted, both positively and negatively, by changes in foreign currency exchange rates. The Company seeks to mitigate such impact by hedging its foreign currency transaction exposure using foreign currency contracts. We do not enter into hedges for speculative purposes.

Foreign Currency Exchange Risk The accounting guidance for derivatives and hedging requires companies to recognize all derivative instruments as either assets or liabilities at fair value in the Condensed Consolidated Balance Sheets. The Company designates foreign exchange contracts as cash flow hedges of forecasted transactions when they are determined to be highly effective at inception.

Our risk management strategy includes hedging, on behalf of certain subsidiaries, a portion of our forecasted, non-functional currency denominated cash flows for a period of up to 15 months. As a result, some of the impact of currency fluctuations on non-functional currency denominated transactions (and hence on subsidiary operating income, as stated in the functional currency), is mitigated in the near term. In the longer term (greater than 15 months), the subsidiaries are still subject to the effect of translating the functional currency results to United States Dollars. To manage our exposures and mitigate the impact of currency fluctuations on the operations of our foreign subsidiaries, we hedge our main transactional exposures through the use of foreign exchange contracts. This is primarily done through the hedging of foreign currency denominated intercompany inventory purchases by Atleos’ marketing units and the foreign currency denominated inputs to our manufacturing units. If the hedge is designated as a highly effective cash flow hedge, the gains or losses are deferred into accumulated other comprehensive income (loss) (“AOCI”). 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. Otherwise, they are recorded in earnings when the exchange rates change. As of June 30, 2025, the balance in AOCI related to foreign exchange derivative transactions waszero because no such derivatives were designated as highly effective hedges.

We also utilize foreign exchange contracts to hedge our exposure of assets and liabilities denominated in non-functional currencies. We recognize the gains and losses on these types of hedges in earnings as exchange rates change.

Interest Rate Risk The Company designates Interest Rate Derivative 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 derivative agreements are included in Operating Activities in the Condensed Consolidated Statements of Cash Flows.

Effective February 18, 2025, the Company terminated the $500 million and $450 million aggregate notional amount interest rate swaps associated with the Company’s 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 swaps will be reclassified into earnings from Accumulated other comprehensive income through December 31, 2027, corresponding to the term of the original interest rate swap agreements.

As of June 30, 2025, the Company has $2.0 billion aggregate notional amount interest rate swap contracts terminating on March 31, 2027 with fixed rates ranging from 4.294% to 4.306%, and £350 million aggregate notional amount interest rate swap contracts terminating on December 31, 2025 with a fixed rate of 5.274%. These contracts have been designated as cash flow hedges of the floating rate interest associated with the Company’s U.S. Dollar and U.K. Pound Sterling vault cash agreements, respectively.

As of June 30, 2025, each of our outstanding Interest Rate Derivative agreements were determined to be highly effective. Amounts reported in AOCI related to these derivatives will be reclassified to Cost of services as payments are made on the Company’s vault cash rental obligations. Unrealized gains on terminated interest rate swap agreements reported in AOCI will be reclassified to Cost of services and Interest expense ratably over terms corresponding to the original agreements. As of June 30, 2025 and December 31, 2024, the balance in AOCI related to Interest Rate Derivatives was an accumulated loss of $17 million and accumulated income of $7 million, respectively.

The following tables provide information on the location and amounts of derivative fair values in the Condensed Consolidated Balance Sheets:

As of June 30, 2025, the Company expects to reclassify $5 million of net derivative-related losses contained in Accumulated other comprehensive income (loss) into earnings during the next twelve months.

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 were as follows:

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

Atleos is potentially subject to concentrations of credit risk on accounts receivable and financial instruments such as hedging instruments and cash and cash equivalents. Credit risk includes the risk of nonperformance by counterparties. The maximum potential loss may exceed the amount recognized on the Condensed Consolidated Balance Sheets. Exposure to credit risk is managed through credit approvals, credit limits, selecting major international financial institutions as counterparties to hedging transactions and monitoring procedures. Atleos’ 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, the Company could be exposed to potentially significant losses. However, management believes that the reserves for potential losses are adequate. As of June 30, 2025 and December 31, 2024, Atleos did not have any major concentration of credit risk related to financial instruments.

12. FAIR VALUE OF ASSETS AND LIABILITIES

Assets and liabilities recorded at fair value on a recurring basis as of June 30, 2025 and December 31, 2024 are set forth as follows:

(1)Included in Other current assets in the Condensed Consolidated Balance Sheets.

(2)Included in Other current assets and Other assets in the Condensed Consolidated Balance Sheets.

(3)Included in Other assets in the Condensed Consolidated Balance Sheets.

(4)Included in Other current liabilities in the Condensed Consolidated Balance Sheets.

(5)Included in Other current liabilities and Other liabilities in the Condensed Consolidated Balance Sheets.

Foreign Exchange Contracts As a result of our global operating activities, we are exposed to risks from changes in foreign currency exchange rates, which may adversely affect our financial condition. To manage our exposures and mitigate the impact of currency fluctuations on our financial results, we hedge our primary transactional exposures through the use of foreign exchange contracts. The 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 In order to add stability to operating costs and to manage exposure to interest rate movements, the Company utilizes interest rate swap contracts as part of its interest rate risk management strategy. The 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 to appropriately reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. 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 June 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.

Debt Securities The debt securities, classified as available for sale, 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. Unrealized gains in accumulated other comprehensive income are not material.

13. ACCUMULATED OTHER COMPREHENSIVE INCOME

Changes in Accumulated Other Comprehensive Income (Loss) (“AOCI”) by Component

Reclassifications Out of AOCI

14. SUPPLEMENTAL FINANCIAL INFORMATION

The components of Inventories are summarized as follows:

15. REVISIONS OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

As discussed in Note 1, “Basis of Presentation and Significant Accounting Policies”, management identified misstatements in certain previously issued financial statements that management concluded were not material to these prior periods; however, management is revising those prior period financial statements to correct the misstatements. Management has included in this footnote the impact of the misstatements to the previously issued comparative financial information included in this filing.

The Condensed Consolidated Statement of Changes in Stockholders’ Equity for the three months ended June 30, 2024 presented within this Form 10-Q reflects the impact of Separation-related revisions identified in the fourth quarter of 2024 as disclosed and revised in our 2024 Form 10-K as well as the correction of the misstatements identified in the second quarter of 2025. The Condensed Consolidated Statement of Changes in Stockholders’ Equity for the three months ended March 31, 2024 herein has been revised to reflect the impact of only the misstatements identified in the second quarter of 2025, as the Separation-related misstatements were already reflected in the Company’s Form 10-Q for the three months ended March 31, 2025. The revision corrects the balance of Retained earnings, which was overstated by $15 million as of December 31, 2023, $14 million as of March 31, 2024 and $16 million as of June 30, 2024, as well as the balance of Accumulated other comprehensive income, which was understated by $3 million as of December 31, 2023, overstated by $1 million as of March 31, 2024 and understated by $1 million as of June 30, 2024, as compared to amounts previously reported.

The Condensed Consolidated Statement of Changes in Stockholders’ Equity for the three and six months ended June 30, 2025 presented within this Form 10-Q corrects the balance of Retained earnings, which was overstated by $16 million as of December 31, 2024 and $18 million as of March 31, 2025, as well as the balance of Accumulated other comprehensive loss, which was overstated by $3 million as of December 31, 2024 and $1 million as of March 31, 2025, as compared to amounts previously reported.

As it relates to the Statement of Changes in Stockholders’ Equity for the year ended December 31, 2024, the revision identified in the second quarter of 2025 corrects the balance of Retained earnings, which was overstated by $15 million as of December 31, 2023 and $16 million as of December 31, 2024, as well as the balance of Accumulated other comprehensive income, which was understated by $3 million as of December 31, 2023, and the balance of Accumulated other comprehensive loss, which was overstated by $3 million as of December 31, 2024, as compared to amounts previously reported.

The changes to Retained earnings described above result from the revision to Net income in each period as well as a $3 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 following tables set forth the Company’s results of operations and comprehensive income for the three and six months ended June 30, 2024, and the twelve months ended December 31, 2024, which have been retrospectively adjusted to reflect the impact of the immaterial revisions.

Condensed Consolidated Statements of Operations

Consolidated Statements of Operations

Condensed Consolidated Statements of Comprehensive Income

Consolidated Statements of Comprehensive Income

The following table reflects the impact of the revision to the specific line items presented in the Company’s previously reported Consolidated Balance Sheet as of December 31, 2024.

Consolidated Balance Sheet

In order to correctly state equity to reflect the impact of the revision, management has revised the Consolidated Statement of Changes in Stockholders’ Equity, as reflected below.

Consolidated Statement of Changes in Stockholders’ Equity

16. SUBSEQUENT EVENTS

One Big Beautiful Bill Act. On July 4, 2025, the U.S. enacted H.R. 1 “A bill to provide for reconciliation pursuant to Title II of H. Con. Res. 14”, commonly referred to as the One Big Beautiful Bill Act (“OBBBA”). The most significant impact to the Company of the OBBBA at this time is allowing accelerated tax deductions for previously capitalized research expenditures, the permanent reinstatement of bonus depreciation on qualified property, and the modifications to the calculation for excess business interest expense limitation. The legislation was signed into law after the close of our second quarter and the impacts are not included in our operating results for the three and six months ended June 30, 2025. The Company is still evaluating the impact of the OBBBA, and the results of such evaluations will be reflected in the Company's consolidated financial statements beginning in the period in which the OBBBA was signed into law.

Share Repurchase Program. On July 25, 2025, the Company’s Board of Directors approved the Share Repurchase Program, authorizing the repurchase of shares of the Company’s common stock in an aggregate amount of up to $200 million. The repurchase program is for 24 months but does not obligate the Company to acquire any specific number of shares. The Company may repurchase shares of its common stock from time to time using a variety of methods, including through open market purchases, privately negotiated transactions, and other means, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. The timing, manner, price and amount of any repurchases will be determined by the Company, in its discretion, and will depend on a variety of factors, including legal requirements, price, and economic and market conditions.