grepcent / static financial knowledge base

NCR Atleos Corp (NATL)

CIK: 0001974138. SIC: 3578 Calculating & Accounting Machines (No Electronic Computers). Latest 10-K as of: 2026-02-27.

SIC breadcrumb: Manufacturing > Industrial And Commercial Machinery And Computer Equipment > SIC 3578 Calculating & Accounting Machines (No Electronic Computers)

SEC company page: https://www.sec.gov/edgar/browse/?CIK=1974138. Latest filing source: 0001628280-26-012576.

Informational only - descriptive public-record data, not investment advice.

Business

Read NATL's verbatim Item 1 Business section from its latest 10-K: Business.

Risk Factors

Read NATL's verbatim Item 1A Risk Factors from its latest 10-K: Risk Factors.

Selected Fundamentals

MetricValueUnitFYFiled
Revenue4,354,000,000USD20252026-02-27
Net income162,000,000USD20252026-02-27
Assets5,668,000,000USD20252026-02-27

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-27. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001974138.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.

Download these verified figures (annual + quarterly, with per-value filing provenance): JSON · CSV

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Free cash flow = operating cash flow - capital expenditures. Missing metrics are omitted rather than fabricated.

Metric20212022202320242025
Revenue3,549,000,0004,122,000,0004,186,000,0004,305,000,0004,354,000,000
Net income186,000,00099,000,000-150,000,00080,000,000162,000,000
Operating income248,000,000258,000,000263,000,000437,000,000478,000,000
Diluted EPS2.631.40-2.121.082.14
Operating cash flow449,000,000274,000,000355,000,000344,000,000356,000,000
Capital expenditures80,000,00058,000,000108,000,00087,000,000117,000,000
Share buybacks0.000.0028,000,000
Assets5,772,000,0005,702,000,0005,535,000,0005,668,000,000
Liabilities2,510,000,0005,480,000,0005,312,000,0005,266,000,000
Stockholders' equity3,263,000,000219,000,000219,000,000403,000,000
Cash and cash equivalents238,000,000293,000,000339,000,000419,000,000456,000,000
Free cash flow369,000,000216,000,000247,000,000257,000,000239,000,000

Ratios

ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported.

Metric20212022202320242025
Net margin5.24%2.40%-3.58%1.86%3.72%
Operating margin6.99%6.26%6.28%10.15%10.98%
Return on equity3.03%-68.49%36.53%40.20%
Return on assets1.72%-2.63%1.45%2.86%
Liabilities / equity0.7725.0224.2613.07
Current ratio1.201.051.020.96

Industry Peer Context

Each number-line places NATL against the min, median, and max of latest reported values among companies in the same SIC industry when at least three peers report that ratio.

Net margin peer context

NATL Net margin versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 3578; peer count 4.NATL Net margin versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 3578; peer count 4.4 SIC peersMin -18.5%Median 2.4%Max 3.7%NATL 3.7%

Operating margin peer context

NATL Operating margin versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 3578; peer count 4.NATL Operating margin versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 3578; peer count 4.4 SIC peersMin -15.1%Median 3.7%Max 11.0%NATL 11.0%

ROE peer context

NATL ROE versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 3578; peer count 4.NATL ROE versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 3578; peer count 4.4 SIC peersMin -10.2%Median 7.6%Max 40.2%NATL 40.2%

ROA peer context

NATL ROA versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 3578; peer count 4.NATL ROA versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 3578; peer count 4.4 SIC peersMin -6.2%Median 2.0%Max 2.9%NATL 2.9%

Financial Bridges

Waterfall figures reconcile reported SEC companyfacts components. Missing bridges are omitted when required components are not present for the same fiscal year.

Free cash flow = operating cash flow - capital expenditures

NATL FY2025 free cash flow bridge from reported figures.NATL FY2025 free cash flow bridge from reported figures.NATL free cash flow bridgeFY2025: operating cash flow less capital expendituresSource: SEC companyfacts FY2025.Free cash flow bridgeReported amount$0.0B$250.0M$500.0M$356.0MOperating cash flow-$117.0MCapex$239.0MFree cash flow

Figure provenance: SEC companyfacts FY 2025. Operating cash flow: accession 0001628280-26-012576; concept NetCashProvidedByUsedInOperatingActivities; source concepts us-gaap:NetCashProvidedByUsedInOperatingActivities | Capital expenditures: accession 0001628280-26-012576; concept PaymentsToAcquirePropertyPlantAndEquipment; source concepts us-gaap:PaymentsToAcquirePropertyPlantAndEquipment | Free cash flow: accession 0001628280-26-012576; concept NetCashProvidedByUsedInOperatingActivities - PaymentsToAcquirePropertyPlantAndEquipment; source concepts us-gaap:NetCashProvidedByUsedInOperatingActivities; us-gaap:PaymentsToAcquirePropertyPlantAndEquipment

Financial Charts

NATL revenue, last 5 periods. Source: SEC companyfacts FY2025.NATL revenue, last 5 periods. Source: SEC companyfacts FY2025.NATL RevenueLatest point: FY2025 = $4.4BSource: SEC companyfacts FY2025.Fiscal yearReported revenue$0.0B$3.0B$6.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-012576; filed 2026-02-27. Concept: RevenueFromContractWithCustomerExcludingAssessedTax. Source concepts: us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax.

NATL net income, last 5 periods. Source: SEC companyfacts FY2025.NATL net income, last 5 periods. Source: SEC companyfacts FY2025.NATL Net incomeLatest point: FY2025 = $162.0MSource: SEC companyfacts FY2025.Fiscal yearNet income-$250.0M$0.0B$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-012576; filed 2026-02-27. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.

NATL operating income, last 5 periods. Source: SEC companyfacts FY2025.NATL operating income, last 5 periods. Source: SEC companyfacts FY2025.NATL Operating incomeLatest point: FY2025 = $478.0MSource: SEC companyfacts FY2025.Fiscal yearOperating income$0.0B$250.0M$500.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-012576; filed 2026-02-27. Concept: OperatingIncomeLoss. Source concepts: us-gaap:OperatingIncomeLoss.

NATL diluted eps, last 5 periods. Source: SEC companyfacts FY2025.NATL diluted eps, last 5 periods. Source: SEC companyfacts FY2025.NATL Diluted EPSLatest point: FY2025 = $2.14/shareSource: SEC companyfacts FY2025.Fiscal yearDiluted EPS (USD/share)-$4.00/share$0.00/share$4.00/shareFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-012576; filed 2026-02-27. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.

NATL operating cash flow, last 5 periods. Source: SEC companyfacts FY2025.NATL operating cash flow, last 5 periods. Source: SEC companyfacts FY2025.NATL Operating cash flowLatest point: FY2025 = $356.0MSource: SEC companyfacts FY2025.Fiscal yearOperating cash flow$0.0B$250.0M$500.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-012576; filed 2026-02-27. Concept: NetCashProvidedByUsedInOperatingActivities. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities.

NATL capital expenditures, last 5 periods. Source: SEC companyfacts FY2025.NATL capital expenditures, last 5 periods. Source: SEC companyfacts FY2025.NATL Capital expendituresLatest point: FY2025 = $117.0MSource: SEC companyfacts FY2025.Fiscal yearCapital expenditures$0.0B$125.0M$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-012576; filed 2026-02-27. Concept: PaymentsToAcquirePropertyPlantAndEquipment. Source concepts: us-gaap:PaymentsToAcquirePropertyPlantAndEquipment.

NATL share buybacks, last 3 periods. Source: SEC companyfacts FY2025.NATL share buybacks, last 3 periods. Source: SEC companyfacts FY2025.NATL Share buybacksLatest point: FY2025 = $28.0MSource: SEC companyfacts FY2025.Fiscal yearShare buybacks$0.0B$125.0M$250.0MFY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-012576; filed 2026-02-27. Concept: PaymentsForRepurchaseOfCommonStock. Source concepts: us-gaap:PaymentsForRepurchaseOfCommonStock.

NATL assets, last 4 periods. Source: SEC companyfacts FY2025.NATL assets, last 4 periods. Source: SEC companyfacts FY2025.NATL AssetsLatest point: FY2025 = $5.7BSource: SEC companyfacts FY2025.Fiscal yearAssets$0.0B$3.0B$6.0B$5.8BFY2022$5.7BFY2023$5.5BFY2024$5.7BFY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-012576; filed 2026-02-27. Concept: Assets. Source concepts: us-gaap:Assets.

NATL liabilities, last 4 periods. Source: SEC companyfacts FY2025.NATL liabilities, last 4 periods. Source: SEC companyfacts FY2025.NATL LiabilitiesLatest point: FY2025 = $5.3BSource: SEC companyfacts FY2025.Fiscal yearLiabilities$0.0B$3.0B$6.0B$2.5BFY2022$5.5BFY2023$5.3BFY2024$5.3BFY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-012576; filed 2026-02-27. Concept: Liabilities. Source concepts: us-gaap:Liabilities.

NATL stockholders' equity, last 4 periods. Source: SEC companyfacts FY2025.NATL stockholders' equity, last 4 periods. Source: SEC companyfacts FY2025.NATL Stockholders' equityLatest point: FY2025 = $403.0MSource: SEC companyfacts FY2025.Fiscal yearStockholders' equity$0.0B$2.0B$4.0B$3.3BFY2022$219.0MFY2023$219.0MFY2024$403.0MFY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-012576; filed 2026-02-27. Concept: StockholdersEquity. Source concepts: us-gaap:StockholdersEquity.

NATL cash and cash equivalents, last 5 periods. Source: SEC companyfacts FY2025.NATL cash and cash equivalents, last 5 periods. Source: SEC companyfacts FY2025.NATL Cash and cash equivalentsLatest point: FY2025 = $456.0MSource: SEC companyfacts FY2025.Fiscal yearCash and cash equivalents$0.0B$250.0M$500.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-012576; filed 2026-02-27. Concept: CashAndCashEquivalentsAtCarryingValue. Source concepts: us-gaap:CashAndCashEquivalentsAtCarryingValue.

NATL free cash flow, last 5 periods. Source: SEC companyfacts FY2025.NATL free cash flow, last 5 periods. Source: SEC companyfacts FY2025.NATL Free cash flowLatest point: FY2025 = $239.0MSource: SEC companyfacts FY2025.Fiscal yearFree cash flow$0.0B$250.0M$500.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-012576; filed 2026-02-27. Concept: NetCashProvidedByUsedInOperatingActivities - PaymentsToAcquirePropertyPlantAndEquipment. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities; us-gaap:PaymentsToAcquirePropertyPlantAndEquipment.

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-07. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001974138.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

QuarterEnd DateRevenueNet IncomeDiluted EPSMethod
2023-Q22023-06-301,040,000,00053,000,000reported discrete quarter
2023-Q32023-09-301,067,000,000-58,000,000-0.82reported discrete quarter
2023-Q42023-12-311,098,000,000-165,000,000derived Q4 = FY annual - nine-month YTD
2024-Q12024-03-311,050,000,000-8,000,000-0.11reported discrete quarter
2024-Q22024-06-301,081,000,00029,000,0000.39reported discrete quarter
2024-Q32024-09-301,078,000,00024,000,0000.32reported discrete quarter
2024-Q42024-12-311,108,000,00046,000,000derived Q4 = FY annual - nine-month YTD
2025-Q12025-03-31980,000,00017,000,0000.23reported discrete quarter
2025-Q22025-06-301,104,000,00045,000,0000.60reported discrete quarter
2025-Q32025-09-301,121,000,00026,000,0000.34reported discrete quarter
2025-Q42025-12-311,152,000,00083,000,000derived Q4 = FY annual - nine-month YTD
2026-Q12026-03-311,043,000,00022,000,0000.29reported discrete quarter

Quarterly Charts

NATL quarterly revenue, last 12 periods. Source: SEC companyfacts 2026-Q1.NATL quarterly revenue, last 12 periods. Source: SEC companyfacts 2026-Q1.NATL Quarterly RevenueLatest point: 2026-Q1 = $1.0BSource: SEC companyfacts 2026-Q1.Fiscal quarterQuarterly Revenue$0.0B$1.0B$2.0B2023-Q22023-Q32023-Q42024-Q12024-Q22024-Q32024-Q42025-Q12025-Q22025-Q32025-Q42026-Q1

Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001974138-26-000009; filed 2026-05-07. Concept: RevenueFromContractWithCustomerExcludingAssessedTax. Source concepts: us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax.

NATL quarterly net income, last 12 periods. Source: SEC companyfacts 2026-Q1.NATL quarterly net income, last 12 periods. Source: SEC companyfacts 2026-Q1.NATL Quarterly Net incomeLatest point: 2026-Q1 = $22.0MSource: SEC companyfacts 2026-Q1.Fiscal quarterQuarterly Net income-$250.0M$0.0B$250.0M2023-Q22023-Q32023-Q42024-Q12024-Q22024-Q32024-Q42025-Q12025-Q22025-Q32025-Q42026-Q1

Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001974138-26-000009; filed 2026-05-07. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.

NATL quarterly diluted eps, last 8 periods. Source: SEC companyfacts 2026-Q1.NATL quarterly diluted eps, last 8 periods. Source: SEC companyfacts 2026-Q1.NATL Quarterly Diluted EPSLatest point: 2026-Q1 = $0.29/shareSource: SEC companyfacts 2026-Q1.Fiscal quarterQuarterly Diluted EPS (USD/share)-$1.00/share$0.00/share$1.00/share2023-Q32024-Q12024-Q22024-Q32025-Q12025-Q22025-Q32026-Q1

Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001974138-26-000009; filed 2026-05-07. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.

Macro Cross-References

Latest quarter (10-Q)

Latest 10-Q source: 0001974138-26-000009.

Extracted structurally from real Item 2 body heading to real Item 3/4 boundary. Published MD&A gate trimmed front/tail over-capture. Confidence: high. Filing date: 2026-05-07. Report date: 2026-03-31.

Item 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the Condensed Consolidated Financial Statements and notes thereto included under Item 1. Financial Statements of this Form 10-Q and our Consolidated Financial Statements and notes thereto and related Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Form 10-K”). This quarterly report contains forward-looking statements. See the sections of the Form 10-Q titled “Cautionary Statement about Forward-Looking Statements” and “Risk Factors” for a discussion of the uncertainties, risks and assumptions associated with these forward-looking statements that could cause future results to differ materially from those reflected in this section.

Revision. In connection with the preparation of our second and third quarter 2025 financial statements, we identified misstatements in our previously-issued financial statements. Although not materially impacting any previously-reported periods, the misstatements resulted in immaterial misstatements in our historical financial statements and the revision of the first and second quarters of 2025. The figures in this MD&A reflect the impact of such revisions. Refer to Note 1, “Basis of Presentation and Summary of Significant Accounting Policies”, and Note 13, “Revisions of Previously Issued Financial Statements”, in Item 1 of this Quarterly Report for additional information.

OVERVIEW

We are an industry-leading financial technology company providing self-directed banking solutions to a global customer base including financial institutions, merchants, manufacturers, retailers and consumers. We operate through three reportable segments: Self-Service Banking, Network and Telecommunications and Technology (“T&T”).

During the first quarter, 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. We experienced revenue growth in our Self-Service Banking segment, driven by increased hardware sales and associated installation services, as well as continued growth in our ATM as a Service (“ATMaaS”) business. Network segment revenues were flat year over year, with growth in certain international markets offset by declines in domestic transaction volumes. Gross margin compressed slightly year over year, due to the impact of higher tariffs and increases in the cost of certain components used in manufacturing, as well as higher vault cash cost in our Network segment. We anticipate that component costs could remain elevated for the remainder of the year, which could affect gross margin in future quarters.

We are exposed to macroeconomic factors such as interest rates, foreign currency fluctuations, geopolitical tensions and shifts in global trade policies. While the impact to our first quarter results was not material, we anticipate that a prolonged conflict with Iran could negatively impact our ability to deliver products and services in certain markets, and result in an increase in transportation costs.

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. To date, a portion of our refund claims have been accepted, and we have accrued an immaterial net receivable related to this. We continue to submit claims in anticipation of receiving a refund of the full amount we previously paid.

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. The Mergers are currently expected to close in the first quarter of 2027, subject to customary closing conditions, including regulatory approvals and the approval of both companies’ shareholders. 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

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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.

RESULTS OF OPERATIONS

Highlights of our consolidated results, which are discussed in more detail below, include:

Three months ended March 31,Change
In millions20262025%
Product revenue$221$18917%
Service revenue8227904%
Total revenue1,0439797%
Product gross margin332914%
Service gross margin201203(1)%
Total gross margin2342321%
Selling, general and administrative expenses1301227%
Research and development expenses201718%
Income from operations8493(10)%
Interest expense(63)(67)(6)%
Other income (expense), net12(4)400%
Income before income taxes332250%
Income tax expense11922%
Net income$22$1369%

•Total revenue increased 7% or $64 million, to $1.04 billion, including $754 million of recurring revenue, compared to $979 million and $741 million, respectively, in the prior year period, driven by continued growth in ATMaaS and stronger demand for hardware and associated installation services.

•Gross margin decreased, due to the impact of higher tariffs and increases in vault cash cost and the cost of certain components used in manufacturing. Gross margin decreased 130 basis points to 22.4%, and adjusted gross margin decreased 140 basis points to 24.5%.

•Income from operations decreased 10% driven by costs incurred in connection with our workforce optimization and strategic initiatives.

•Income before income taxes increased to $33 million compared to $22 million in the prior year period, driven by a gain on divestiture of a non-core business, higher income related to our company-sponsored defined benefit plan and lower interest costs.

Key Financial and Performance Metrics

We use the following metrics in evaluating the performance of our business:

Recurring revenue is 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.

Annualized Recurring Revenue (“ARR”) is recurring revenue, excluding software licenses sold as a subscription, for the last three months multiplied by four, plus the rolling four quarters for term-based software license arrangements that include customer termination rights. We believe this metric may be useful to investors in evaluating achievement of our strategic goals related to the conversion of the self-service banking business to recurring revenue streams over time. ARR

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does not necessarily reflect the pattern of revenue recognition in accordance with GAAP and should not be considered a substitute for GAAP revenue.

Last twelve months average revenue per unit (“LTM ARPU”) is an operating metric for the Network segment, defined as total Network segment revenue for the previous twelve months divided by the average Network Managed Units for the previous twelve months. We believe this metric may be useful to investors in evaluating achievement of our strategic goals related to the improved monetization of our ATM fleet over a specified period, excluding the impact of seasonality. LTM ARPU does not represent revenue generated solely by our Network Managed Units, as total Network segment revenue includes revenue generated from other sources.

Network Managed Units are all transacting ATMs as of period end, whether Company-owned or Merchant-owned, other than those for which we only provide third-party processing services and those under legacy managed services arrangements.

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

Recurring revenue as a percentage of total revenue

Three months ended March 31,Percentage of Total RevenueChange
In millions20262025202620252026 vs 2025
Recurring revenue$754$74172.3%75.7%2%
All other products and services28923827.7%24.3%21%
Total Revenue$1,043$979100.0%100.0%7%

Net income attributable to Atleos and Adjusted EBITDA(1) as a percentage of total revenue

Three months ended March 31,Percentage of Total RevenueChange
In millions20262025202620252026 vs 2025
Net income attributable to Atleos$22$142.1%1.4%57%
Adjusted EBITDA(1)$172$17216.5%17.6%%

(1) Refer to our definition of Adjusted EBITDA in the section entitled “Supplemental Information - Items Affecting Comparability.”

[[GREPCENT_TABLE]]
[["","Three months ended March 31,"],["In millions, unless otherwise noted","2026","","2025"],["Self

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2026-02-27. Report date: 2025-12-31.

Item 7.     MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (MD&A)

This section should be read in conjunction with the audited Consolidated Financial Statements and related Notes included in Item 8 of Part II of this Report. Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements. See sections entitled “Forward-Looking Statements” and “Risk Factors” in Item 1A of this Annual Report on Form 10-K for a discussion of the uncertainties, risks and assumptions associated with these forward-looking statements that could cause future results to differ materially from those reflected in this section.

Our discussion within MD&A is organized as follows:

•Overview. This section contains background information on our company, summary of significant themes and events during the year as well as strategic initiatives and trends in order to provide context for management’s discussion and analysis of our financial condition and results of operations.

•Results of operations. This section contains an analysis of our results of operations presented in the accompanying Consolidated Statements of Operations by comparing the results for the year ended December 31, 2025 to the results for the year ended December 31, 2024. Refer to the section below entitled “Spin-off from NCR” for additional information regarding the basis of presentation for the year ended December 31, 2023.

•Liquidity and capital resources. This section provides an analysis of our cash flows and a discussion of our contractual obligations at December 31, 2025.

•Critical accounting estimates. This section contains a discussion of the accounting policies that we believe are important to our financial condition and results of operations and that require judgment and estimates on the part of management in their application. In addition, all of our significant accounting policies, including critical accounting policies, are summarized in Note 1, “Basis of Presentation and Significant Accounting Policies”, in the Notes to Consolidated Financial Statements in Item 8 of Part II of this Report.

For management’s discussion of our consolidated results for the year ended December 31, 2024 in comparison with the year ended December 31, 2023, and other financial information related to fiscal year 2023, refer to Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, included in our 2024 amended and restated Annual Report on Form 10-K/A filed with the SEC on November 5, 2025 (the “2024 Form 10-K/A”).

OVERVIEW

BUSINESS OVERVIEW

Atleos is an industry-leading financial technology company providing self-directed banking solutions to a global customer base including financial institutions, merchants, manufacturers, retailers and consumers. Self-directed banking is a rapidly growing, secular trend that allows banking customers to transact seamlessly between various channels all for the same transaction. Our comprehensive solutions enable the acceleration of self-directed banking through automated teller machine (“ATM”) and interactive teller machine (“ITM”) technology, including software, services, hardware and our proprietary Allpoint network. While we provide all our solutions on a modular basis, we have also assembled these capabilities into a turnkey, end-to-end platform which we have branded “ATM as a Service.”

Atleos operates two leading business segments focused on facilitating self-service banking through ATMs supported by a shared set of tools, systems and platforms. In addition, we operate a Telecommunications and Technology (“T&T”) segment offering managed network and infrastructure services to enterprise clients across all industries via direct relationships with communications service providers and technology manufacturers.

We manage our operations in the following segments: Self-Service Banking, Network, and T&T.

•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 other services.

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•Network - Provides a cost-effective way for financial institutions, 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. 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.

Spin-off from NCR

On October 16, 2023, NCR Corporation (now known as NCR Voyix Corporation or “Voyix,” and referred to as “NCR” when discussing periods prior to the Separation), completed a spin-off to NCR shareholders of its self-service banking, network, and telecommunications and technology businesses (the “Spin-off” or “Separation”). Concurrent with the Spin-off, we became a stand alone publicly-traded company and our financial statements are now presented on a consolidated basis.

In connection with the Spin-off, we have incurred and expect to incur in the future one-time separation costs, which include one-time and non-recurring expenses associated with the Spin-off and stand up of functions required to operate as a stand-alone public entity. These non-recurring costs primarily relate to system implementation costs, business and facilities separation, applicable employee related costs, development of our brand and other matters. We expect the separation-related costs will continue through at least fiscal year 2026 but will be lower as compared to 2024 and 2025.

Periods prior to Separation

On October 16, 2023, the Company became a standalone publicly traded company, and its financial statements are now presented on a consolidated basis. Prior to the Separation, the Company’s historical combined financial statements were prepared on a standalone basis and were derived from NCR’s consolidated financial statements and accounting records.

Prior to the Separation, the Consolidated Statements of Operations include all revenues and costs directly attributable to Atleos, including costs for facilities, functions and services used by Atleos. Atleos’ businesses historically functioned together with the other businesses controlled by NCR. Accordingly, Atleos relied on NCR’s corporate overhead and other support functions for its business. Therefore, certain corporate overhead and shared costs have been allocated to Atleos including (i) certain general and administrative expenses related to NCR support functions that are provided on a centralized basis within NCR (e.g., expenses for corporate facilities, executive oversight, treasury, finance, legal, human resources, compliance, information technology, employee benefit plans, stock compensation plans, and other corporate functions) and (ii) certain operations support costs incurred by NCR, including product sourcing, maintenance and support services, and other supply chain functions. These expenses have been specifically identified, when possible, or allocated based on revenues, headcount, usage or other allocation methods that are considered to be a reasonable reflection of the utilization of services provided or benefit received. Management considers that such allocations have been made on a reasonable basis consistent with benefits received but may not necessarily be indicative of the costs that would have been incurred if Atleos had been operated on a standalone basis for the periods presented. All charges and allocations for facilities, functions and services performed by NCR have been deemed settled in cash by Atleos to NCR in the period in which the cost was recorded in the Consolidated Statements of Operations.

Prior to the Separation, NCR’s external debt and related interest expense had not been attributed to the Company for the periods presented because NCR’s borrowings were neither directly attributable to the Company nor was the Company the legal obligor of such borrowings.

Prior to the Separation, the aggregate net effect of related party transactions historically settled in cash between the Company and NCR are reflected in the Consolidated Statements of Cash Flows as Related party receivables and payables within operating activities, Amounts advanced for or Repayments received from related party notes receivable in investing activities, or Proceeds from or payments on related party borrowings within financing activities. Other balances between the Company and NCR were considered to be effectively settled in the Consolidated Financial Statements at the time the transactions were recorded. The

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aggregate net effect of transactions between the Company and NCR that were not historically settled in cash had been reflected in the Consolidated Statements of Cash Flows as Net transfers from (to) NCR Corporation within financing activities.

Prior to the Separation, income tax expense and tax balances were calculated on a separate tax return basis. The separate tax return method applies the accounting guidance for income taxes to the standalone financial statements as if the Company was a separate taxpayer and a standalone company even though the Company filed as part of NCR’s tax group in certain jurisdictions prior to Separation. The Company’s portion of income tax expense for domestic, and certain jurisdictions outside the United States (“U.S.”), were deemed to have been settled in the period the related tax expense was recorded.

Periods Post Separation

For the periods subsequent to October 16, 2023, as a standalone publicly traded company, Atleos presents its financial statements on a consolidated basis. The Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K have been prepared in accordance with GAAP.

In connection with the Spin-off, we entered into a Separation and Distribution Agreement and various other agreements with Voyix. These agreements provide a framework for our relationship with Voyix and govern various interim and ongoing relationships between Atleos and Voyix. These agreements with Voyix are described in the section of the Information Statement titled “Certain Relationships and Related Transactions-Agreements with NCR.” Following the Separation, 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, manufacturing services, product resale and other support services and supply chain operations will continue to be provided by or to Voyix under the Commercial Agreements. On August 6, 2024, Voyix announced its intention to move the manufacturing services to another party and to further reduce the maintenance services that are being performed under the Commercial Agreements. Manufacturing services provided to Voyix were completed in the fourth quarter of 2024.

STRATEGIC INITIATIVES AND TRENDS

We expect to be a cash-generative business positioned to focus on delivering ATMaaS to a large, installed customer base across banks and retailers. We believe it will build on our leadership in self-service banking and ATM networks to meet global demand for ATM access and leverage new ATM transaction types, including digital currency solutions, to drive market growth. We also expect to continue shifting to a highly recurring revenue model to drive stable cash flow.

We are continuing our transition to software-led solutions. Today, our software platform, which runs in the cloud and includes microservices and application programming interfaces (“APIs”) that integrate with our customers’ systems, and our ATMaaS solutions, bring together all our capabilities and competencies to power the technology to run our customers’ self-directed banking networks, at the same time allowing us to earn a greater proportion of recurring revenues.

We have grown organically, as well as through acquisitions, to add software, services and other capabilities that complement or enhance our existing portfolio. We intend to continue pursuing opportunities to win new customers, expand our footprint and drive more transactions and foot traffic for our customers. We also plan to continue to improve our execution to drive solid returns and to transform our business to enhance value for all stockholders.

Impacts from Geopolitical and Macroeconomic Challenges

We continue to be exposed to macroeconomic pressures such as higher interest rates, increased logistics costs, tariffs, and foreign currency fluctuations as a result of geopolitical challenges, including those due to various conflicts in and around the Red Sea region. We are navigating through these challenges with a sharp focus on, and goal of, safeguarding our employees, helping our customers and managing impacts to the business. Despite the rapidly changing environment, our teams are executing at a high level and we are advancing our strategy.

In the first quarter of 2025, the United States introduced trade policy actions that have increased or proposed to increase import tariffs across a wide range of countries at various rates. Multiple countries responded with reciprocal tariffs and other actions, and the U.S. government continues to pursue various negotiations related to trade policy. We currently import finished goods and service parts to the United States from a number of countries that are impacted by the tariff rate changes. On February 20, 2026, the U.S. Supreme Court ruled that the reciprocal tariffs imposed under the International Emergency Economic Powers Act ("IEEPA") were unlawful. We continue to actively monitor tariff developments, analyze their potential impact and review actions that can be

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taken to moderate and/or minimize their effects; however, the trade policies and responses and their related impacts are rapidly evolving. The impact of these trade policy actions on our performance was immaterial in 2025.

Changing U.S. immigration policy has negatively impacted our Network segment as there have been fewer transactions with prepaid payroll cards and dynamic currency conversion transactions.

Global macroeconomic conditions have caused a degree of uncertainty in the investor community and among bank customers, and could significantly impact the national, regional and local banking industry and the global business environment in which we operate. If there is a severe or prolonged economic downturn, it could result in a variety of risks to our business, including driving banking customers to curtail spending, which would negatively impact our sales and business.

We expect the factors discussed above may continue to negatively impact our business at least in the short-term. The ultimate impact on our overall financial condition and operating results will depend on the duration and severity of these geopolitical and macroeconomic pressures and any governmental and public actions taken in response. We continue to evaluate the long-term impact that these may have on our business model, however, there can be no assurance that the measures we have taken or will take will completely offset the negative impact.

For further information on the risks posed to our business from geopolitical and macroeconomic factors, refer to Part I, Item 1A “Risk Factors”, of this Form 10-K, including the risk factor titled, “A major natural disaster or catastrophic event could have a materially adverse effect on our business, financial condition and results of operations, or have other adverse consequences.” For further information on exposures to interest rate and foreign exchange risk, refer to Item 7A, “Quantitative and Qualitative Disclosures about Market Risk”, in this Form 10-K.

Impacts from Seasonality and Tourism

Our business is generally seasonal, with lower revenue and fewer transactions occurring in the first quarter of each year. Transaction volumes at our ATMs located in regions affected by strong winter weather patterns typically experience declines in volume during winter months due to decreases in the amount of consumer traffic through such locations. We usually have an increase in transaction volume during the warmer summer months, aided by increased vacation and holiday travel. Such seasonality causes our working capital cash flow requirements to vary from quarter to quarter depending on variability in the volume, timing and mix of sales. We expect the fluctuations in transaction volume to continue. For further information on the seasonality of our business, refer to Part I, Item 1 “Business - Seasonality” of this Form 10-K.

RESULTS OF OPERATIONS

Key Strategic Financial Metrics

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

Recurring revenue as a percentage of total revenue

Percentage of Total RevenueIncrease (Decrease)
In millions2025202420232025202420232025 v 20242024 v 2023
Recurring revenue (1)$3,075$3,124$2,97770.6%72.6%71.1%(2)%5%
All other products and services1,2791,1811,20929.4%27.4%28.9%8%(2)%
Total Revenue$4,354$4,305$4,186100.0%100.0%100.0%1%3%

(1) Refer to our definition of Recurring revenue in the section entitled “Non-GAAP Financial Measures and Use of Certain Terms.”

Net income (loss) attributable to Atleos and Adjusted EBITDA(2) as a percentage of total revenue

Percentage of Total RevenueIncrease (Decrease)
In millions2025202420232025202420232025 v 20242024 v 2023
Net income (loss) attributable to Atleos$162$80$(150)3.7%1.9%(3.6)%103%153%
Adjusted EBITDA (2)$830$785$73819.1%18.2%17.6%6%6%

(2) Refer to our definition of Adjusted EBITDA in the section entitled “Non-GAAP Financial Measures and Use of Certain Terms.”

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Other performance metrics

In millions, unless otherwise noted202520242023
Self-Service Banking
Annualized recurring revenue(1)$1,714$1,684$1,525
Recurring revenue(1) as a % of SSB Revenue58%61%59%
Revenue from ATMaaS arrangements$258$194$153
Network
LTM ARPU(1) (in thousands)$16.2$16.1$15.1
Network Managed Units(1) (in thousands)78.477.883.0

(1) Refer to our definitions of Annualized recurring revenue, recurring revenue, LTM ARPU and Network Managed Units in the section entitled “Non-GAAP Financial Measures and Use of Certain Terms.”

Non-GAAP Financial Measures and Use of Certain Terms:

Non-GAAP Financial Measures

We supplement the reporting of our financial information determined under generally accepted accounting principles in the United States (“GAAP”) with certain non-GAAP financial measures. Adjusted financial measures should be considered in addition to, and not as an alternative for, our reported results prepared in accordance with GAAP. Our adjusted financial measures do not represent a comprehensive basis of accounting and therefore may not be comparable to similarly titled measures reported by other companies. We believe these measures are useful for investors because they provide a more complete understanding of our underlying operational performance, as well as consistency and comparability with past reports of financial results.

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, net; plus income tax expense (benefit); plus depreciation and amortization; plus acquisition-related costs; 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.

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; 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.

Atleos’ definitions and calculations of these non-GAAP measures may differ from similarly-titled measures reported by other companies and cannot, therefore, be compared with similarly-titled measures of other companies. These non-GAAP measures should not be considered as substitutes for, or superior to, results determined in accordance with GAAP.

Use of Certain Terms

Recurring revenue is 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.

Annualized Recurring Revenue (“ARR”) is an operating metric defined as recurring revenue, excluding software licenses sold as a subscription, for the last three months times four, plus the rolling four quarters for term-based software license arrangements that include customer termination rights. We believe this metric may be useful to investors in evaluating the Company’s achievement of strategic goals related to the conversion of the self-service banking business to recurring revenue streams over time. ARR does not

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necessarily reflect the pattern of revenue recognition in accordance with GAAP and should not be considered a substitute for GAAP revenue.

Last twelve months average revenue per unit (“LTM ARPU”) is an operating metric for the Network segment defined as total Network segment revenue for the previous twelve months divided by the average Network Managed Units for the previous twelve months. We believe this metric may be useful to investors in evaluating our achievement of strategic goals related to the improved monetization of our ATM fleet over a specified period, excluding the impact of seasonality. LTM ARPU does not represent revenue generated solely by our Network Managed Units, as total Network segment revenue includes revenue generated from other sources.

Network Managed Units are all transacting ATMs as of period end, whether Company-owned or Merchant-owned, other than those for which we only provide third-party processing services and those under legacy managed services arrangements.

Reconciliation of Net income (loss) attributable to Atleos (GAAP) to Adjusted EBITDA (Non-GAAP)

In millions2025% of Revenue2024% of Revenue2023% of Revenue
Net income (loss) attributable to Atleos (GAAP)$1623.7%$801.9%$(150)(3.6)%
Interest expense, net(1)2706.2%3097.1%902.2%
Interest income(6)(0.1)%(7)(0.2)%(5)(0.1)%
Income tax expense270.6%441.0%2375.7%
Depreciation and amortization expense1683.9%1764.1%1513.6%
Acquisition-related amortization of intangibles952.2%952.2%982.3%
Stock-based compensation expense340.8%380.9%681.6%
Separation costs110.3%220.5%1704.1%
Acquisition-related costs2%(5)(0.1)%%
Transformation and restructuring costs100.2%220.5%280.7%
Loss on debt extinguishment%240.6%%
Pension mark-to-market adjustments2%(38)(0.9)%270.6%
Voyix indemnification expense511.2%140.3%%
Other (income) expense items(2)40.1%110.3%240.5%
Adjusted EBITDA (Non-GAAP)$83019.1%$78518.2%$73817.6%

(1) Includes Related party interest expense, net, as presented in the Consolidated Statements of Operations for the year ended December 31, 2023.

(2) Includes certain items reported within Other income (expense), net on the Consolidated Statements of Operations, such as bank fees, the components of pension, post-employment and postretirement expense other than service cost, and the impact of foreign currency exchange rate fluctuations. Prior to 2025, Adjusted EBITDA did not exclude these Other (income) expense items. All periods presented have been recast to reflect the new definition. Certain other amounts reported in Other income (expense), net are separately captured in this reconciliation. As a result, Other (income) expense items as presented does not agree to total Other income (expense), net on the Consolidated Statements of Operations.

Reconciliation of Gross Margin Rate (Gross Margin as a Percentage of Revenue) (GAAP) to Adjusted Gross Margin Rate (Adjusted Gross Margin as a Percentage of Revenue) (Non-GAAP)

202520242023
Gross Margin Rate (GAAP)24.4%23.7%22.2%
Plus: Special Items
Acquisition-related amortization of intangibles1.8%1.8%1.5%
Stock-based compensation expense0.1%0.1%0.5%
Separation costs%%1.2%
Transformation and restructuring0.2%0.2%%
Adjusted Gross Margin Rate (Non-GAAP)26.5%25.8%25.4%

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Reconciliation of Selling, General and Administrative Expenses (“SG&A”) as a Percentage of Revenue (GAAP) to Adjusted SG&A as a Percentage of Revenue (Non-GAAP)

202520242023
SG&A as a percentage of revenue (GAAP)11.8%12.1%14.0%
Plus: Special Items
Acquisition-related amortization of intangibles(0.3)%(0.4)%(0.8)%
Stock-based compensation expense(0.6)%(0.7)%(1.0)%
Separation costs(0.3)%(0.5)%(2.3)%
Transformation and restructuring(0.3)%(0.2)%(0.2)%
Voyix indemnification expense(0.5)%%%
Adjusted SG&A as a percentage of revenue (Non-GAAP)9.8%10.3%9.7%

Consolidated Results

The following table shows our results for the years December 31, the relative percentage that those amounts represent to revenue, and the change in those amounts year-over-year.

Percentage of Revenue (1)Increase (Decrease)
In millions2025202420232025202420232025 v 20242024 v 2023
Product revenue$1,030$993$1,03023.7%23.1%24.6%4%(4)%
Service revenue3,3243,3123,15676.3%76.9%75.4%%5%
Total revenue4,3544,3054,186100.0%100.0%100.0%1%3%
Product gross margin20415318519.8%15.4%18.0%33%(17)%
Service gross margin85786774325.8%26.2%23.5%(1)%17%
Total gross margin1,0611,02092824.4%23.7%22.2%4%10%
Selling, general and administrative expenses51352158511.8%12.1%14.0%(2)%(11)%
Research and development expenses7062801.6%1.4%1.9%13%(23)%
Income from operations47843726311.0%10.2%6.3%9%66%
Loss on extinguishment of debt(24)%(0.6)%%n/mn/m
Interest expense(270)(309)(77)(6.2)%(7.2)%(1.8)%(13)%301%
Related party interest expense, net(13)%%(0.3)%%(100)%
Other (expense) income, net(19)21(84)(0.4)%0.5%(2.0)%(190)%125%
Income before income taxes189125894.3%2.9%2.1%51%40%
Income tax expense27442370.6%1.0%5.7%(39)%(81)%
Net income (loss)$162$81$(148)3.7%1.9%(3.5)%100%155%

(1) Percentage of revenue is expressed relative to total revenue except for product gross margin and service gross margin, which are expressed relative to the applicable component of revenue.

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Revenue

Percentage of Revenue(1)Increase (Decrease)
In millions2025202420232025202420232025 v 20242024 v 2023
Revenue
Self-Service Banking$2,881$2,685$2,57766.2%62.4%61.6%7%4%
Network1,2651,2841,26629.1%29.8%30.2%(1)%1%
T&T$168$194$1963.8%4.5%4.7%(13)%(1)%
Total segment revenue$4,314$4,163$4,03999.1%96.7%96.5%4%3%
Other(2)$40$142$1470.9%3.3%3.5%(72)%(3)%
Consolidated revenue$4,354$4,305$4,186100.0%100.0%100.0%1%3%

(1)Percentage of revenue is expressed relative to consolidated revenue.

(2)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.

Consolidated revenue for the year ended December 31, 2025 increased 1% compared to the year ended December 31, 2024, primarily driven by $151 million, or 4%, increase in core business segment revenues. Within this consolidated revenue growth rate, Self-Service Banking contributed 5%, offset by a reduction of approximately 2% from the T&T and Network segments compared to the prior year. The consolidated revenue growth rate was also impacted by a 2% expected reduction in other non-core revenues as the Voyix commercial agreements and commerce-related contracts continue to wind down. Growth in total segment revenues was driven by increases in hardware, software and services, including ATMaaS, offset by a slight decrease in transactional revenue.

Gross Margin

Percentage of RevenueIncrease (Decrease)
In millions2025202420232025202420232025 v 20242024 v 2023
Total gross margin$1,061$1,020$92824.4%23.7%22.2%4%10%

Gross margin as a percentage of revenue for the year ended December 31, 2025 increased to 24.4% compared to 23.7% for the year ended December 31, 2024. The increase was driven by hardware, as well as ATMaaS growth, and was partially offset by higher vault cash interest expense. Adjusted gross margin as a percentage of revenue (non-GAAP) increased from 25.8% to 26.5% due to the same factors discussed above.

Selling, General and Administrative Expenses

Percentage of Total RevenueIncrease (Decrease)
In millions2025202420232025202420232025 v 20242024 v 2023
Selling, general and administrative expenses$513$521$58511.8%12.1%14.0%(2)%(11)%

Selling, general, and administrative expenses for the year ended December 31, 2025 decreased $8 million and 30 basis points to 11.8% of revenue compared to the year ended December 31, 2024. We benefited from a continuous focus on cost optimization efforts, recognized gains on the sale-leaseback of certain owned ATMs associated with ATMasS and Network contracts and incurred lower separation-related costs and stock-based compensation expense. These improvements were partially offset by the pre-Spin-off litigation matter shared with Voyix. Adjusted selling, general and administrative expenses as a percentage of revenue (non-GAAP) decreased from 10.3% to 9.8%, primarily due to decreases in Voyix-related costs and labor costs.

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Research and Development Expenses

Percentage of Total RevenueIncrease (Decrease)
In millions2025202420232025202420232025 v 20242024 v 2023
Research and development expenses$70$62$801.6%1.4%1.9%13%(23)%

Research and development expenses for the year ended December 31, 2025 increased $8 million and 20 basis points to 1.6% of revenue compared to the year ended December 31, 2024, due to an increase in employee-related costs.

Loss on Extinguishment of Debt

Increase (Decrease)
In millions2025202420232025 v 20242024 v 2023
Loss on extinguishment of debt$$24$n/mn/m

On October 17, 2024, Atleos entered into an Amended Credit Agreement and completed financing transactions that included the refinancing of the Term Loan B Facility. In connection with the transactions, Atleos recorded a loss on extinguishment of debt of $24 million, including the write-off of discount and deferred financing fees of $17 million and a cash redemption premium of $7 million. Refer to Note 4, “Debt Obligations”, for further details on the financing transactions.

Interest Expense and Related Party Interest Expense, Net

Increase (Decrease)
In millions2025202420232025 v 20242024 v 2023
Interest expense$270$309$77(13)%301%
Related party interest expense, net$$$13%(100)%

Interest expense for the year ended December 31, 2025 decreased $39 million compared to the year ended December 31, 2024. This decrease was driven by a reduction in variable interest rates on our outstanding debt following an amendment and a refinancing of our senior secured credit facility in the fourth quarter of 2024 and third quarter of 2025, respectively, as well as a reduction in the outstanding balance of the Term Loan Facilities. Refer to Note 4, “Debt Obligations”, for additional information on our outstanding debt.

Other (Expense) Income, net

In millions202520242023
Other income (expense), net
Interest income$6$7$5
Foreign currency fluctuations and foreign exchange contracts(10)(19)(43)
Employee benefit plans1260(22)
Bank-related fees(15)(15)(14)
Voyix environmental indemnification expense(28)(14)
Other, net162(10)
Total other income (expense), net$(19)$21$(84)

For the year ended December 31, 2025, we recorded expense of $19 million compared to income of $21 million in the comparative period. Income related to our company-sponsored defined benefit plans decreased, driven by reductions in the discount rates. Expense related to the Voyix environmental indemnification expense increased due to the acceleration of investigatory and remedial activities at the Kalamazoo River site. These unfavorable impacts were partially offset by the gain on divestiture of a non-core business and a decrease in losses from foreign currency exchange rate movements, primarily in hyperinflationary economies.

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Income Taxes

Increase (Decrease)
In millions2025202420232025 v 20242024 v 2023
Income tax expense$27$44$237(39)%(81)%

Income tax expense for the the twelve months ended December 31, 2025 was $27 million compared to $44 million in the prior year. The change was driven by a lower estimated annual effective income tax rate. Our effective tax rate was 14% in 2025 compared to 35% in 2024. In 2025, our tax rate benefited from $25 million release of valuation allowance offset by $9 million Foreign Derived Intangible Income decrease in benefit compared to prior year. In 2024, our tax rate benefited from $17 million Foreign Derived Intangible Income deduction and $17 million provision to return adjustments, of which $11 million is classified as U.S. tax impact on foreign income. Additionally, in 2024, our tax rate was impacted by an increase in the valuation allowance on U.S. interest expense disallowance carryforward by $32 million.

While we are subject to numerous federal, state and foreign tax audits, we believe that appropriate reserves exist for issues that might arise from these audits. Should these audits be settled, the resulting tax effect could impact the tax provision and cash flows in future periods. During 2026, the Company may resolve certain tax matters in foreign jurisdictions that could have an impact on the effective tax rate.

Segment Financial Results

We manage and report our business in the following segments: Self-Service Banking, Network, and Telecommunications & Technology (“T&T”). Our Chief Operating Decision Maker evaluates segment performance using revenue and Adjusted EBITDA. Refer to the section entitled “Non-GAAP Financial Measures and Use of Certain Terms” for our definition of Adjusted EBITDA and the reconciliation of Net income (loss) attributable to Atleos (GAAP) to Adjusted EBITDA (non-GAAP).

Services revenues include hardware maintenance revenue, transaction services revenue, managed services revenue and ATMaaS revenue. Software revenues include cloud revenue, software license and maintenance revenues, as well as professional services revenues. Transactional revenue includes payments processing revenue, interchange and network revenue and Bitcoin-related revenue. Hardware revenue primarily comprises revenue from sales of ATM hardware.

Self-Service Banking Revenue and Adjusted EBITDA

The following table shows our Self-Service Banking segment revenue by product and segment Adjusted EBITDA for the years ended December 31, the relative percentage that those amounts represent to Self-Service Banking segment revenue and the change in those amounts year-over-year.

Percentage of Segment RevenueIncrease (Decrease)
In millions2025202420232025202420232025 v 20242024 v 2023
Revenue
Services$1,476$1,452$1,39051.2%54.1%53.9%2%4%
Software54447740618.9%17.8%15.8%14%17%
Hardware86175678129.9%28.1%30.3%14%(3)%
Total Self-Service Banking revenue$2,881$2,685$2,577100.0%100.0%100.0%7%4%
Total Adjusted EBITDA$751$629$62626.1%23.4%24.3%19%%

For the year ended December 31, 2025, Self-Service Banking revenue increased 7% compared to the prior year period. Hardware revenue increased 14%, based on demand related to the industry refresh cycle and newer ATM models. ATMaaS solutions grew 33%, with banks continuing to outsource more software and services.

Adjusted EBITDA for the year ended December 31, 2025 increased 19% compared to the prior year period due to profitable growth, including favorable ATMaaS revenue margins, the sale-leaseback of certain owned ATMs used in ATMaaS arrangements and continuous productivity improvements.

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Network Revenue and Adjusted EBITDA

The following table shows our Network segment revenue by product and segment Adjusted EBITDA for the years ended December 31, the relative percentage that those amounts represent to Network segment revenue and the change in those amounts year-over-year.

Percentage of Segment RevenueIncrease (Decrease)
In millions2025202420232025202420232025 v 20242024 v 2023
Revenue
Software3229242.5%2.3%1.9%10%21%
Transactional1,2331,2551,24297.5%97.7%98.1%(2)%1%
Total Network revenue$1,265$1,284$1,266100.0%100.0%100.0%(1)%1%
Total Adjusted EBITDA$359$403$37728.4%31.4%29.8%(11)%7%

Network revenue for the year ended December 31, 2025, decreased 1% compared to the prior year period. Withdrawal transactions decreased largely due to U.S. immigration policies, and revenue from Bitcoin was lower from transaction volume declines. These decreases were partially offset by volume increases in certain international markets.

Adjusted EBITDA for the year ended December 31, 2025 decreased 11% compared to the prior year period, driven mainly by an increase in vault cash cost as the amortization of gains on terminated derivatives expired and a decrease in higher margin revenue streams largely attributed to U.S. immigration policies. These impacts were partially offset by gains from the sale-leaseback of certain owned ATMs and ongoing productivity improvements.

Telecommunications & Technology (T&T) Revenue and Adjusted EBITDA

The following table shows our T&T segment revenue by product and segment Adjusted EBITDA for the years ended December 31, the relative percentage that those amounts represent to T&T segment revenue and the change in those amounts year-over-year.

Percentage of Segment RevenueIncrease (Decrease)
In millions2025202420232025202420232025 v 20242024 v 2023
Revenue
Services$158$179$18494.0%92.3%93.9%(12)%(3)%
Software4552.4%2.6%2.6%(20)%%
Hardware61073.6%5.1%3.5%(40)%43%
Total T&T revenue$168$194$196100.0%100.0%100.0%(13)%(1)%
Total Adjusted EBITDA$31$35$3318.5%18.0%16.8%(11)%6%

T&T revenue for the year ended December 31, 2025 decreased 13% compared to the prior year period due to decreases in hardware maintenance and installation services revenue, and a decrease in third-party hardware sales driven by a decline in customer projects.

Adjusted EBITDA for the year ended December 31, 2025 decreased 11% compared to the prior year period due to the decrease in revenue described above.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

Our primary liquidity needs in the ordinary course of business are to: (i) fund normal operating expenses; (ii) meet the interest and principal requirements of our outstanding indebtedness, including finance leases; (iii) fund capital expenditures and operating lease payments; (iv) fund indemnification payments related to legal and environmental matters; (v) meet our expected pension, postretirement and post-employment plan contributions; and (vi) fund payments related to transformation and restructuring initiatives. Our principal sources of cash are generated from operations, borrowings under our revolving credit facility and issuances of debt. We continually evaluate our liquidity requirements based on our operating needs, growth initiatives and capital resources.

We use a non-GAAP measure called “Adjusted free cash flow-unrestricted” to assess our financial performance and liquidity. We define Adjusted free cash flow-unrestricted as net cash provided by operating activities less capital expenditures, less additions to capitalized software, plus/minus the change in restricted cash settlement activity, plus proceeds from certain sale-leaseback transactions, plus pension contributions and settlements, and plus legal and environmental indemnification payments made to

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Voyix. Restricted cash settlement activity represents the net change in amounts collected on behalf of, but not yet remitted to, certain of our merchant customers or third-party service providers that are pledged for a particular use or restricted to support these obligations. These amounts can fluctuate significantly period to period based on the number of days for which settlement has not yet occurred or day of the week on which a reporting period ends. We believe Adjusted free cash flow-unrestricted is useful for investors because it indicates the amount of cash available for, among other things, investments in our existing businesses, strategic acquisitions and repayment of our debt obligations. Adjusted free cash flow-unrestricted does not represent the residual cash flow available, since there may be other non-discretionary expenditures that are not deducted from the measure. Adjusted free cash flow-unrestricted does not have a uniform definition under GAAP, and therefore our definition may differ from other companies’ definitions of this measure. This non-GAAP measure should not be considered a substitute for, or superior to, cash flows from operating activities under GAAP.

Summarized cash flow information for the twelve months ended December 31 is as follows:

In millions202520242023
Net cash provided by operating activities$356$344$355
Net cash used in investing activities$(116)$(135)$(316)
Net cash provided by (used in) financing activities$(253)$(134)$31

Net cash provided by operating activities increased $12 million for the year ended December 31, 2025 compared to the prior year period driven by higher net income and the timing of cash settlement payments to our merchant partners, which are impacted by the weekday on which the period closes. This was offset by higher contributions to our company-sponsored pension plans in the current period.

Net cash used in investing activities decreased $19 million for the year ended December 31, 2025 compared to the prior year period. Proceeds from the sale of property, plant and equipment increased $45 million, primarily due to sale-leaseback transactions on certain of our owned ATM units. We also received proceeds on divestiture of a non-core business of $11 million. These favorable impacts were partially offset by increases in capital expenditures of $30 million driven by expenditures to support ATMaaS growth, and an acquisition.

Net cash used in financing activities increased $119 million for the year ended December 31, 2025 compared to the prior year period, primarily due to a $95 million increase in the use of cash related to our focus to pay down debt in 2025, $28 million related to the share repurchase program, and higher acquisition holdback payments of $11 million. These were partially offset by an increase in proceeds from employee stock plans of $7 million.

The table below reconciles net cash provided by operating activities, the most directly comparable GAAP measure, to Atleos’ non-GAAP measure of Adjusted free cash flow-unrestricted for the years ended December 31:

In millions202520242023
Net cash provided by operating activities (GAAP)$356$344$355
Capital expenditures(117)(87)(108)
Additions to capitalized software(39)(39)(24)
Change in restricted cash settlement activity3521(27)
Pension contributions303154
Indemnification payments to Voyix17
Proceeds from ATM sale-leaseback transactions44
Adjusted free cash flow-unrestricted (non-GAAP)(1)$326$242$350

(1)We updated the definition of Adjusted free cash flow-unrestricted (non-GAAP) in the current year to include the net impact of reduction or reinvestments in the trade receivable facility, and as such, all prior year reconciliations presented have been revised to reflect the new definition.

Long Term Borrowings The Senior Secured Credit Facility consists of term loan facilities in an aggregate principal amount of $1,580 million, of which $1,315 million was outstanding as of December 31, 2025. Additionally, the Senior Secured Credit Facility provides for a five-year Revolving Credit Facility with an aggregate principal amount of $600 million, of which $125 million was outstanding as of December 31, 2025. The Revolving Credit Facility also contains a sub-facility to be used for letters of credit, and as of December 31, 2025, there were $28 million letters of credit outstanding.

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As of December 31, 2025, we had outstanding $1,350 million in aggregate principal balance of 9.500% senior secured notes due in 2029.

On September 18, 2025, we entered into a Refinancing Facility Agreement, which modified the Amended Credit Agreement. The Refinancing Facility Agreement provided for the refinancing of our Term B Loans, which will bear interest at the Secured Overnight Financing Rate (“SOFR”) or, at our option, the Base Rate, plus, as applicable, a margin of 3.00% per annum for SOFR-based loans and 2.00% for Base Rate-based loans. See Note 4, “Debt Obligations”, of the Notes to Consolidated Financial Statements included in Item 8 of Part II of this Report for further information on our debt transactions.

Employee Benefit Plans The Company made $23 million contributions to the U.S. pension plan and contributed $4 million to its international pension plans, $11 million to the postemployment plan and none to the postretirement plan in 2025. Additionally, the Company contributed $3 million to other, immaterial international pension plans in 2025. In 2026, the Company expects to contribute $48 million to its U.S. pension plan, $4 million to the international pension plans, $8 million to the postemployment plan and none to the postretirement plan. See Note 8, “Employee Benefit Plans”, of the Notes to Consolidated Financial Statements included in Item 8 of Part II of this Report for additional discussion on our pension, postemployment and postretirement plans.

Cash and Cash Equivalents Held by Foreign Subsidiaries Cash and cash equivalents held by our foreign subsidiaries were $299 million and $329 million at December 31, 2025 and 2024, respectively. Under current tax laws and regulations, if cash and 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.

Share Repurchase Program On July 25, 2025, our Board approved a Share Repurchase Program, authorizing the repurchase of shares of the Company’s common stock in an aggregate amount up to $200 million.

During the year ended December 31, 2025, we repurchased approximately 0.8 million shares of our common stock for an aggregate purchase price of $28 million, including commissions and fees. The repurchases were funded primarily though cash generated from operations and available liquidity and were executed pursuant to the Share Repurchase Program.

Summary As of December 31, 2025, our cash and cash equivalents totaled $456 million and our total debt, excluding discount and deferred financing fees, was $2,798 million. Our borrowing capacity under our senior secured credit facility was $447 million at December 31, 2025.

Our ability to generate positive cash flows from operations is dependent on general economic conditions, and the competitive environment in our industry, and is subject to the business and other risk factors described in Item 1A of Part I of this Report. If we are unable to generate sufficient cash flows from operations, or otherwise comply with the terms of our credit facilities, we may be required to seek additional financing alternatives. However, we cannot assure that we will be able to obtain additional debt or equity financing on acceptable terms in the future.

Management believes that our cash balances and funds provided by operating activities, along with our borrowing capacity under the senior secured credit facility and access to capital markets, taken as a whole, provide (i) adequate liquidity to meet all of our current and long-term (i.e., beyond December 31, 2026) material cash requirements when due, including third-party debt, (ii) adequate liquidity to fund capital expenditures and (iii) flexibility to meet investment opportunities that may arise. We expect to utilize our cash flows to continue to invest in our business, growth strategies, people and the communities we operate in as well as to repay our indebtedness over time.

Material Cash Requirements from Contractual and Other Obligations In the normal course of business, we enter into various contractual obligations that impact, or could impact, the liquidity of our operations. The following table and discussion outlines our material obligations as of December 31, 2025 on an undiscounted basis, with projected cash payments in the years shown:

In millionsTotal Amounts20262027-20282029-20302031 & Thereafter
Debt obligations$2,792$80$1,042$1,670$
Interest on debt obligations824215406203
Lease obligations23256875534
Purchase obligations913818592313
Voyix indemnification obligations4848
Total obligations$4,809$1,217$1,594$1,951$47

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For purposes of this table, we used projected interest rates based on the reporting period to estimate the future interest on debt obligations outstanding as of December 31, 2025 and have assumed no voluntary prepayments of existing debt. See Note 4, “Debt Obligations”, of the Notes to Consolidated Financial Statements included in Item 8 of Part II of this Report for additional disclosure related to our debt obligations and the related interest rate terms.

Our lease obligations are primarily for future rental amounts for our corporate offices, as well as for certain sales and manufacturing facilities in various domestic and international locations and leases related to equipment and vehicles.

Purchase obligations represent committed purchase orders and other contractual commitments for goods or services. The purchase obligation amounts were determined through information in our procurement systems and payment schedules for significant contracts.

We have a liability related to our uncertain tax positions. Due to the nature of the underlying liabilities and the extended time often needed to resolve income tax uncertainties, we cannot make reliable estimates of the amount or timing of cash payments that may be required to settle these liabilities. For additional information, refer to Note 6, “Income Taxes”, of the Notes to Consolidated Financial Statements included in Item 8 of Part II of this Report.

Voyix indemnification obligations represent our obligations pursuant to the Separation and Distribution Agreement whereby we will indemnify Voyix for retained environmental remediation obligations and shared legal matters. The above table includes only amounts communicated to us by Voyix pursuant to the protocols set forth in the Separation and Distribution Agreement for the year ended December 31, 2026. Our obligations regarding these environmental remediation and legal matters are subject to significant uncertainties, which are out of our control and may not be resolved for many years. As such, we are not able to estimate our future contractual obligation with respect to these obligations. For additional information, refer to Note 9, “Commitments and Contingencies”, of the Notes to Consolidated Financial Statements included in Item 8 of Part II of this Report.

Our U.S. and international employee benefit plans, which are described in Note 8, “Employee Benefit Plans”, of the Notes to Consolidated Financial Statements included in Item 8 of Part II of this Report, could require significant future cash payments. We expect mandatory contributions of $48 million and $4 million for our U.S. and International employee benefit plans, respectively, in 2026. We do not expect further mandatory contributions until 2027 based on current funding requirements and assuming the Company does not complete any further actions, including, but not limited to, a further pre-fund or de-risking action. The funded status of Atleos’ U.S. pension plan is an underfunded position of $248 million as of December 31, 2025. The Company’s international pension plans were in a net funded position of $211 million as of December 31, 2025.

Our senior secured credit facility and the indenture for our senior secured notes include affirmative and negative covenants that restrict or limit our ability to, among other things, incur indebtedness; create liens on assets; engage in certain fundamental corporate changes or changes to our business activities; make investments; sell or otherwise dispose of assets; engage in sale-leaseback or hedging transactions; pay dividends or make similar distributions; repay other indebtedness; engage in certain affiliate transactions; or enter into agreements that restrict our ability to create liens, pay dividends or make loan repayments. Our senior secured credit facility also includes financial covenants that require us to maintain a consolidated leverage ratio not to exceed 4.25 to 1.00 on the last day of any fiscal quarter ending on or following September 30, 2025.

CRITICAL ACCOUNTING ESTIMATES

Our Consolidated Financial Statements are prepared in accordance with GAAP. In connection with the preparation of these financial statements, we are required to make assumptions, estimates and judgments that affect the reported amounts of assets, liabilities, revenue, expenses and the related disclosure of contingent liabilities. These assumptions, estimates and judgments are based on historical experience and are believed to be reasonable at the time. However, because future events and their effects cannot be determined with certainty, the determination of estimates requires the exercise of judgment. Our critical accounting policies are those that require assumptions to be made about matters that are highly uncertain. Different estimates could have a material impact on our financial results. Judgments and uncertainties affecting the application of these policies and estimates may result in materially different amounts being reported under different conditions or circumstances. Our management continually reviews these assumptions, estimates and judgments to ensure that our financial statements are presented fairly and are materially correct.

In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require significant management judgment in its application. There are also areas in which management’s judgment in selecting among available alternatives would not produce a materially different result. The significant accounting policies are discussed in Note 1, “Basis of Presentation and Significant Accounting Policies”, of the Notes to Consolidated Financial Statements in Item 8 of Part II of this Report, which contains additional information regarding our accounting policies and other disclosures required by GAAP. The

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estimates that we believe are the most critical to aid in fully understanding and evaluating our reported financial results are discussed in the paragraphs below.

Revenue Recognition We enter into contracts to sell our products and services, which may be sold separately or bundled with other products and services. As a result, interpretation and judgment are sometimes required to determine the appropriate accounting for these transactions, including: (i) whether performance obligations are considered distinct that should be accounted for separately versus together, how the price should be allocated among the performance obligations, and when to recognize revenue for each performance obligation; (ii) developing an estimate of the stand-alone selling price, or SSP, of each distinct performance obligation; (iii) combining contracts that may impact the allocation of the transaction price between product and services; and (iv) estimating and accounting for variable consideration, including rights of return, rebates, expected penalties or other price concessions as a reduction of the transaction price.

Our estimates of SSP for each performance obligation require judgment that considers multiple factors, including, but not limited to, historical discounting trends for products and services, pricing practices in different geographies and industries, gross margin objectives, and internal costs. Our estimates for rebates are based on specific criteria outlined in customer contracts or rebate agreements, and other factors known at the time. Our estimates for expected penalties and other price concessions are based on historical trends and expectations regarding future occurrence.

Changes in judgments with respect to these assumptions and estimates could impact the timing or amount of revenue recognition. Additional information regarding our revenue recognition policy is included in Note 1, “Basis of Presentation and Significant Accounting Policies”, in the Notes to Consolidated Financial Statements.

Inventory Valuation We assess the valuation of our inventory on a periodic basis and make adjustments to the value to properly provide for potential exposure due to slow-moving, excess, obsolete or unusable inventory. Inventories are written down to net realizable value based on forecasted usage of parts, sales orders, technological obsolescence and inventory aging. These factors can be impacted by market conditions, technology changes, changes in strategic direction, and customer demand and require estimates and management judgment that may include elements that are uncertain. On a quarterly basis, we review the current net realizable value of inventory and adjust for any inventory exposure due to age, obsolescence, or excess of cost over net realizable value.

Goodwill Atleos tests goodwill at the reporting unit level for impairment on an annual basis during the fourth quarter or more frequently if certain events occur indicating that the carrying value of goodwill may be impaired. A significant amount of judgment is involved in determining if an indicator of impairment has occurred. Such indicators may include a decline in expected cash flows, a significant adverse change in legal factors or in the business climate, a decision to sell a business, unanticipated competition, or slower growth rates, among others.

In the evaluation of goodwill for impairment, we have the option to perform a qualitative assessment to determine whether further impairment testing is necessary or to perform a quantitative assessment by comparing the fair value of a reporting unit to its carrying amount, including goodwill. Under the qualitative assessment, an entity is not required to calculate the fair value of a reporting unit unless the entity determines that it is more likely than not that its fair value is less than its carrying amount. If under the quantitative assessment the fair value of a reporting unit is less than its carrying amount, then the amount of the impairment loss, if any, is determined based on the amount by which the carrying amount exceeds the fair value up to the total value of goodwill assigned to the reporting unit. Fair values of the reporting units are estimated using a weighted methodology considering the output from both the income and market approaches. The income approach incorporates the use of a discounted cash flow (“DCF”) analysis. A number of significant assumptions and estimates are involved in the application of the DCF model to forecast operating cash flows, including revenue growth rates, EBITDA margins and discount rates. Several of these assumptions vary among reporting units. The cash flow forecasts are generally based on approved strategic operating plans. The market approach is performed using the Guideline Public Companies (“GPC”) method which is based on earnings multiple data. We perform a reconciliation between our market capitalization and our estimate of the aggregate fair value of the reporting units, including considerations of a control premium.

Some of the inherent estimates and assumptions used in determining fair value of the reporting units are outside the control of management, including interest rates, cost of capital, tax rates, market revenue and EBITDA comparables and credit ratings. While we believe we have made reasonable estimates and assumptions to calculate the fair value of the reporting units, it is possible a material change could occur. If our actual results are not consistent with our estimates and assumptions used to calculate fair value, it could result in material impairments of our goodwill.

Pension, Postemployment and Postretirement Benefits We sponsor domestic and foreign defined benefit pension and postemployment plans as well as domestic postretirement plans. As a result, we have significant pension, postemployment and postretirement benefit costs, which are developed from actuarial valuations. Actuarial assumptions attempt to anticipate future

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events and are used in calculating the expense and liability relating to these plans. These factors include assumptions we make about interest rates, expected investment return on plan assets, involuntary turnover rates, and rates of future compensation increases. In addition, our actuarial consultants advise us about subjective factors such as withdrawal rates and mortality rates to use in our valuations. We generally review and update these assumptions on an annual basis at the end of each fiscal year. We are required to consider current market conditions, including changes in interest rates, in making these assumptions. The actuarial assumptions that we use may differ materially from actual results due to changing market and economic conditions, higher or lower withdrawal rates, or longer or shorter life spans of participants. These differences may result in a significant impact to the amount of pension, postemployment and postretirement benefits expense we have recorded or may record. Ongoing pension, postemployment and postretirement expense impacts all of our segments. Pension mark-to-market adjustments, settlements, curtailments and special termination benefits are excluded from our segment results as those items are not included in the evaluation of segment performance. See Note 3, “Segment Information and Concentrations”, in the Notes to Consolidated Financial Statements in Item 8 of Part II of this Report for a reconciliation of our segment results to Net income (loss) attributable to Atleos.

The key assumptions used in developing the 2025 expense for our U.S. pension plan were discount rates of 5.2% and an expected return on assets assumption of 7.0%. The U.S. plan represented 68% of our total pension obligation as of December 31, 2025. Holding all other assumptions constant, a 0.25% change in the discount rate used for the U.S. pension plan would have increased or decreased 2025 ongoing pension expense by approximately $2 million. A 0.25% change in the expected rate of return on plan assets assumption for the U.S. pension plan would have increased or decreased 2025 ongoing pension expense by approximately $2 million. Our expected return on plan assets has historically been and will likely continue to be material to net income. To determine 2026 ongoing pension expense for the U.S. plan, we intend to use a discount rate of 4.6% and an expected rate of return on plan assets of 7.5%.

The most significant assumption used in developing our 2025 postemployment plan expense was the assumed rate of involuntary turnover of 5.0%. The involuntary turnover rate is based on historical trends and projections of involuntary turnover in the future. A 0.25% change in the rate of involuntary turnover would have increased or decreased 2025 expense by an immaterial amount. The sensitivity of the assumptions described above is specific to each individual plan and not to our pension, postemployment and postretirement plans in the aggregate. We intend to use an involuntary turnover assumption of 4.7% in determining the 2026 postemployment expense.

Income Taxes We recognize deferred tax assets and liabilities based on the differences between the financial statement carrying amounts and the tax basis of assets and liabilities. The deferred tax assets and liabilities are determined based on the enacted tax rates expected to apply in the periods in which the deferred tax assets or liabilities are anticipated to be settled or realized.

We regularly review our deferred tax assets for recoverability and establish a valuation allowance if it is more likely than not that some portion or all of a deferred tax asset will not be realized. The determination as to whether a deferred tax asset will be realized is made on a jurisdictional basis and is based on the evaluation of positive and negative evidence. This evidence includes historical taxable income, projected future taxable income, the expected timing of the reversal of existing temporary differences and the implementation of tax planning strategies. Projected future taxable income is based on our expected results and assumptions as to the jurisdiction in which the income will be earned. The expected timing of the reversals of existing temporary differences is based on current tax law and our tax methods of accounting. As a result of this determination, we had valuation allowances of $243 million and $265 million as of December 31, 2025 and 2024, respectively, related to certain deferred income tax assets, primarily tax loss carryforwards, in jurisdictions where there is uncertainty as to the ultimate realization of a benefit from those tax assets.

If we are unable to generate sufficient future taxable income, or if there is a material change in the actual effective tax rates or the time period within which the underlying temporary differences become taxable or deductible, or if the tax laws change unfavorably, then we could be required to increase our valuation allowance against our deferred tax assets, resulting in an increase in our effective tax rate.

The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the Consolidated Financial Statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon settlement. Interest and penalties related to uncertain tax positions are recognized as part of the provision for income taxes and are accrued beginning in the period that such interest and penalties would be applicable under relevant tax law until such time that the related tax benefits are recognized.

Income taxes as presented in the Consolidated Financial Statements of the Company for periods prior to the Separation attribute current and deferred income taxes of NCR to the Company’s stand-alone financial statements in a manner that is systematic, rational and consistent with the asset and liability method prescribed by Financial Accounting Standards Board Accounting Standards Codification Topic 740: Income Taxes (“ASC 740”). Accordingly, the Company’s income tax provision for periods prior to the

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Separation was prepared following the separate return method. The separate return method applies ASC 740 to the stand-alone financial statements of each member of the consolidated group as if the group members were a separate taxpayer and a stand-alone enterprise. The calculation of our income taxes on a separate return basis requires a considerable amount of judgment and use of both estimates and allocations. As a result, actual transactions included in the Consolidated Financial Statements of NCR may not be included in the Consolidated Financial Statements of the Company. Similarly, the tax treatment of certain items reflected in the Consolidated Financial Statements of the Company may not be reflected in the Consolidated Financial Statements and tax returns of NCR. Therefore, such items as net operating losses, credit carry-forwards and valuation allowances may exist in the stand-alone financial statements that may or may not exist in NCR’s Consolidated Financial Statements. As such, the income taxes of the Company as presented in the Consolidated Financial Statements prior to the Separation may not be indicative of the income taxes that the Company will report in the future.

The provision for income taxes may change period-to-period based on non-recurring events, such as the settlement of income tax audits and changes in tax laws, as well as recurring factors including the geographic mix of income before taxes, state and local taxes and the effects of various global income tax strategies. We maintain certain strategic management and operational activities in overseas subsidiaries and our foreign earnings are taxed at rates that are generally lower than in the United States. As of December 31, 2025, we did not provide for U.S. federal income taxes or foreign withholding taxes on approximately $3.7 billion of undistributed earnings of our foreign subsidiaries as such earnings are expected to be reinvested indefinitely. The amount of unrecognized deferred tax liability associated with these indefinitely reinvested earnings is approximately $144 million.

Refer to Note 6, “Income Taxes”, in the Notes to Consolidated Financial Statements in Item 8 of Part II of this Report for disclosures related to foreign and domestic pretax income, foreign and domestic income tax (benefit) expense and the impact of foreign taxes on our overall effective tax rate.

Cost Allocations For periods prior to the Separation from Voyix, the Consolidated Financial Statements include certain overhead and shared costs allocated to Atleos including: (i) certain general and administrative expenses related to NCR support functions that are provided on a centralized basis within NCR, including expenses for corporate facilities, executive oversight, treasury, finance, legal, human resources, compliance, information technology, employee benefit plans, stock compensation plans, and other corporate functions and (ii) certain operations support costs incurred by NCR, including professional services, product maintenance and services, product sourcing, warehousing, distribution and other supply chain support functions. These expenses have been allocated to Atleos based on a specific identification basis or, when specific identification is not practicable, a proportional cost allocation method primarily based on sales, directly identifiable actual costs, headcount, usage or other allocation methods that are considered to be a reasonable reflection of the utilization of services provided or benefit received by Atleos during the periods presented, depending on the nature of the services received.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

A discussion of recently issued accounting pronouncements is described in Note 1, “Basis of Presentation and Significant Accounting Policies”, of the Notes to Consolidated Financial Statements in Item 8 of Part II of this Report, and we incorporate by reference such discussion in this MD&A.

MD&A history

Prior-year 10-K MD&A spans are extracted from SEC filings with the same bounded parser used for the latest filing. The latest 10-K appears above; prior years are below.

FY 2024 10-K MD&A

SEC filing source: 0001974138-25-000016.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2025-03-03. Report date: 2024-12-31.

Item 7.        MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (MD&A)

This section should be read in conjunction with the audited Consolidated Financial Statements and related Notes included in Item 8 of Part II of this Report. Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements. See sections entitled “Forward-Looking Statements” and “Risk Factors” in Item 1A of this Annual Report for a discussion of the uncertainties, risks and assumptions associated with these forward-looking statements that could cause future results to differ materially from those reflected in this section.

Our discussion within MD&A is organized as follows:

•Overview. This section contains background information on our company, summary of significant themes and events during the year as well as strategic initiatives and trends in order to provide context for management’s discussion and analysis of our financial condition and results of operations.

•Results of operations. This section contains an analysis of our results of operations presented in the accompanying Consolidated Statements of Operations by comparing the results for the year ended December 31, 2024 to the results for the year ended December 31, 2023. Refer to the section below entitled “Spin-off from NCR” for additional information regarding the basis of presentation for the year ended December 31, 2023.

•Liquidity and capital resources. This section provides an analysis of our cash flows and a discussion of our contractual obligations at December 31, 2024.

•Critical accounting estimates. This section contains a discussion of the accounting policies that we believe are important to our financial condition and results of operations and that require judgment and estimates on the part of management in their application. In addition, all of our significant accounting policies, including critical accounting policies, are summarized in Note 1, “Basis of Presentation and Significant Accounting Policies”, in the Notes to Consolidated Financial Statements in Item 8 of Part II of this Report.

For management’s discussion of our consolidated results for the year ended December 31, 2023 in comparison with the year ended December 31, 2022, and other financial information related to fiscal year 2022, refer to Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, included in our 2023 Annual Report on Form 10-K filed with the SEC on March 26, 2024 (“2023 Form 10-K”).

OVERVIEW

BUSINESS OVERVIEW

Atleos is an industry-leading financial technology company providing self-directed banking solutions to a global customer base including financial institutions, merchants, manufacturers, retailers and consumers. Self-directed banking is a rapidly growing, secular trend that allows banking customers to transact seamlessly between various channels all for the same transaction. Our comprehensive solutions enable the acceleration of self-directed banking through automated teller machine (“ATM”) and interactive teller machine (“ITM”) technology, including software, services, hardware and our proprietary Allpoint network. While we provide all our solutions on a modular basis, we have also assembled these capabilities into a turnkey, end-to-end platform which we have branded “ATM as a Service.”

Atleos operates two leading business segments focused on facilitating self-service banking through ATMs supported by a shared set of tools, systems and platforms. In addition, we operate a Telecommunications and Technology (“T&T”) segment offering managed network and infrastructure services to enterprise clients across all industries via direct relationships with communications service providers and technology manufacturers.

We manage our operations in the following segments: Self-Service Banking, Network, and T&T.

•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.

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•Network - Provides a cost-effective way for financial institutions, 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.

Spin-off from NCR

On September 15, 2022, NCR Corporation (now known as NCR Voyix Corporation or “Voyix,” and referred to as “NCR” prior to the Separation), announced its plan to separate its businesses into two distinct, publicly traded companies, whereby NCR would execute a Spin-off to NCR stockholders of its self-service banking, network, and telecommunications and technology businesses (the “Spin-off” or “Separation”). On September 22, 2023, the Board of Directors of NCR authorized the Spin-off of Atleos, which was completed on October 16, 2023.

The Spin-off was achieved by means of a pro-rata distribution of all of Atleos’ common stock to Voyix’s stockholders at the close of business on October 2, 2023 (“Record Date”) (collectively, the “Distribution”). Each holder of NCR’s common stock received one share of Atleos’ common stock for every two shares of NCR common stock held as of the Record Date. Upon completion of the Distribution, on October 17, 2023, the Company commenced trading as an independent public company under the ticker symbol “NATL” on the NYSE. Following the Distribution, Voyix does not beneficially own any shares of Atleos common stock and will no longer consolidate Atleos results with any Voyix results.

In connection with the Spin-off, we have incurred and expect to incur in the future one-time separation costs, which include one-time and non-recurring expenses associated with the Spin-off and stand up of functions required to operate as a stand-alone public entity. These non-recurring costs primarily relate to system implementation costs, business and facilities separation, applicable employee related costs, development of our brand and other matters. We expect the separation-related costs will continue through at least fiscal year 2025 but will be lower as compared to 2023 and 2024.

Periods prior to Separation

On October 16, 2023, the Company became a standalone publicly traded company, and its financial statements are now presented on a consolidated basis. Prior to the Separation, the Company’s historical combined financial statements were prepared on a standalone basis and were derived from NCR’s consolidated financial statements and accounting records. The financial statements for all periods presented, including the historical results of the Company prior to October 16, 2023, are now referred to as “Consolidated Financial Statements”, and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

Prior to the Separation, the Consolidated Statements of Operations include all revenues and costs directly attributable to Atleos, including costs for facilities, functions and services used by Atleos. Atleos’ businesses have historically functioned together with the other businesses controlled by NCR. Accordingly, Atleos relied on NCR’s corporate overhead and other support functions for its business. Therefore, certain corporate overhead and shared costs have been allocated to Atleos including (i) certain general and administrative expenses related to NCR support functions that are provided on a centralized basis within NCR (e.g., expenses for corporate facilities, executive oversight, treasury, finance, legal, human resources, compliance, information technology, employee benefit plans, stock compensation plans, and other corporate functions) and (ii) certain operations support costs incurred by NCR, including product sourcing, maintenance and support services, and other supply chain functions. These expenses have been specifically identified, when possible, or allocated based on revenues, headcount, usage or other allocation methods that are considered to be a reasonable reflection of the utilization of services provided or benefit received. Management considers that such allocations have been made on a reasonable basis consistent with benefits received but may not necessarily be indicative of the costs that would have been incurred if Atleos had been operated on a standalone basis for the periods presented. All charges and allocations for facilities, functions and services performed by NCR have been deemed settled in cash by Atleos to NCR in the period in which the cost was recorded in the Consolidated Statements of Operations.

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Prior to the Separation, NCR’s external debt and related interest expense had not been attributed to the Company for the periods presented because NCR’s borrowings were neither directly attributable to the Company nor was the Company the legal obligor of such borrowings.

Prior to the Separation, the aggregate net effect of related party transactions historically settled in cash between the Company and NCR are reflected in the Consolidated Statements of Cash Flows as Related party receivables and payables within operating activities, Amounts advanced for or Repayments received from related party notes receivable in investing activities, or Proceeds from or payments on related party borrowings within financing activities. Other balances between the Company and NCR were considered to be effectively settled in the Consolidated Financial Statements at the time the transactions were recorded. The aggregate net effect of transactions between the Company and NCR that were not historically settled in cash had been reflected in the Consolidated Statements of Cash Flows as Net transfers from (to) NCR Corporation within financing activities.

Prior to the Separation, income tax expense and tax balances were calculated on a separate tax return basis. The separate tax return method applies the accounting guidance for income taxes to the standalone financial statements as if the Company was a separate taxpayer and a standalone company even though the Company filed as part of NCR’s tax group in certain jurisdictions prior to Separation. The Company’s portion of income tax expense for domestic, and certain jurisdictions outside the United States (“U.S.”), were deemed to have been settled in the period the related tax expense was recorded.

Periods Post Separation

For the periods subsequent to October 16, 2023, as a standalone publicly traded company, Atleos presents its financial statements on a consolidated basis. The Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K have been prepared in accordance with GAAP.

In connection with the Spin-off, we entered into a Separation and Distribution Agreement and various other agreements with Voyix. These agreements provide a framework for our relationship with Voyix and govern various interim and ongoing relationships between Atleos and Voyix. These agreements with Voyix are described in the section of the Information Statement titled “Certain Relationships and Related Transactions-Agreements with NCR.” Following the Separation, 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, manufacturing services, product resale and other support services and supply chain operations will continue to be provided by or to Voyix under the Commercial Agreements. On August 6, 2024, Voyix announced its intention to move the manufacturing services to another party and to further reduce the maintenance services that are being performed under the Commercial Agreements. Manufacturing services provided to Voyix were completed in the fourth quarter of 2024.

STRATEGIC INITIATIVES AND TRENDS

Atleos is expected to be a cash-generative business positioned to focus on delivering ATMaaS to a large, installed customer base across banks and retailers. We believe it will build on our leadership in self-service banking and ATM networks to meet global demand for ATM access and leverage new ATM transaction types, including digital currency solutions, to drive market growth. Atleos is expected to also continue shifting to a highly recurring revenue model to drive stable cash flow and capital returns to stockholders.

We are continuing our transition to software-led solutions. Today, our software platform, which runs in the cloud and includes microservices and application programming interfaces (“APIs”) that integrate with our customers’ systems, and our ATMaaS solutions, bring together all our capabilities and competencies to power the technology to run our customers’ self-directed banking networks, at the same time allowing us to earn a greater proportion of recurring revenues.

We have grown organically, as well as through acquisitions, to add software, services and other capabilities that complement or enhance our existing portfolio. We intend to continue pursuing opportunities to win new customers, expand our footprint and drive more transactions and foot traffic for our customers. We also plan to continue to improve our execution to drive solid returns and to transform our business to enhance value for all stockholders.

Impacts from Geopolitical and Macroeconomic Challenges

We continue to be exposed to macroeconomic pressures such as higher interest rates, increased logistics costs, and foreign currency fluctuations as a result of geopolitical challenges, including those due to various conflicts in and around the Red Sea region. We continue to navigate through these challenges with a sharp focus on and goal of safeguarding our employees, helping our customers

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and managing impacts to the business. Despite the rapidly changing environment, our teams are executing at a high level and we are advancing our strategy.

In addition to the global macroeconomic conditions, bank failures in 2023 have caused a degree of uncertainty in the investor community and among bank customers, and could significantly impact the national, regional and local banking industry and the global business environment in which Atleos operates. The Company does not believe that the circumstances of these bank failures are indicators of broader issues within the banking system. However, if there is a severe or prolonged economic downturn, it could result in a variety of risks to our business, including driving banking customers to tighten budgets and curtail spending, which would negatively impact our sales and business.

We expect that these factors may continue to negatively impact our business at least in the short-term. The ultimate impact on our overall financial condition and operating results will depend on the duration and severity of these geopolitical and macroeconomic pressures and any governmental and public actions taken in response. We continue to evaluate the long-term impact that these may have on our business model, however, there can be no assurance that the measures we have taken or will take will completely offset the negative impact.

For further information on the risks posed to our business from geopolitical and macroeconomic factors, refer to Part I, Item 1A “Risk Factors”, of this Form 10-K, including the risk factor titled, “A major natural disaster or catastrophic event could have a materially adverse effect on our business, financial condition and results of operations, or have other adverse consequences.” For further information on exposures to interest rate and foreign exchange risk, refer to Item 7A, “Quantitative and Qualitative Disclosures about Market Risk”, in this Form 10-K.

Impacts from Seasonality and Tourism

Our business is generally seasonal, with lower revenue and fewer transactions occurring in the first quarter of each year. Transaction volumes at our ATMs located in regions affected by strong winter weather patterns typically experience declines in volume during winter months due to decreases in the amount of consumer traffic through such locations. We usually have an increase in transaction volume during the warmer summer months, aided by increased vacation and holiday travel. Such seasonality causes our working capital cash flow requirements to vary from quarter to quarter depending on variability in the volume, timing and mix of sales. We expect the fluctuations in transaction volume to continue. For further information on the seasonality of our business, refer to Part I, Item 1 “Business - Seasonality” of this Form 10-K.

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RESULTS OF OPERATIONS

Key Strategic Financial Metrics

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

Recurring revenue as a percentage of total revenue

Percentage of Total RevenueIncrease (Decrease)
In millions2024202320222024202320222024 v 20232023 v 2022
Recurring revenue (1)$3,136$2,982$2,79572.6%71.2%67.7%5%7%
All other products and services1,1811,2091,33627.4%28.8%32.3%(2)%(10)%
Total Revenue$4,317$4,191$4,131100.0%100.0%100.0%3%1%

(1) Refer to our definition of Recurring revenue in the section entitled “Non-GAAP Financial Measures and Use of Certain Terms” below.

Net income (loss) attributable to Atleos and Adjusted EBITDA(2) as a percentage of total revenue

Percentage of Total RevenueIncrease (Decrease)
In millions2024202320222024202320222024 v 20232023 v 2022
Net income (loss) attributable to Atleos$91$(134)$1082.1%(3.2)%2.6%168%(224)%
Adjusted EBITDA (2)$781$732$68518.1%17.5%16.6%7%7%

(2) Refer to our definition of Adjusted EBITDA in the section entitled “Non-GAAP Financial Measures and Use of Certain Terms” below.

Other performance metrics

In millions, unless otherwise noted202420232022
Self-Service Banking
Annualized recurring revenue(1)$1,685$1,532$1,430
ATM as a Service units(1) (in thousands)28.420.414.3
Revenue from ATM as a Service arrangements$194$153$79
Network
LTM ARPU(1) (in thousands)$16.1$15.1$14.1
Network Managed Units(1) (in thousands)77.883.084.1

(1) Refer to our definitions of Annualized recurring revenue, ATM as a Service units, LTM ARPU and Network Managed Units in the section entitled “Non-GAAP Financial Measures and Use of Certain Terms.”

Non-GAAP Financial Measures and Use of Certain Terms:

Non-GAAP Financial Measures

Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”) Atleos’ management uses the non-GAAP measure Adjusted EBITDA because it provides useful information to investors as an indicator of performance of the Company’s ongoing business operations. 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 and other exit and disposal costs); plus stock-based compensation expense; plus Voyix legal and environmental indemnification expense; plus other special (expense) income items. These adjustments are considered non-operational or non-recurring in nature and are excluded from the Adjusted EBITDA metric utilized by our chief operating decision maker (“CODM”) in evaluating segment performance and are separately delineated to reconcile back to total reported income attributable to Atleos. This format is useful to investors because it allows analysis and comparability of operating trends. It also includes the same information that is used by Atleos management to make decisions regarding our segments and to assess our financial performance. Refer to the table below for the reconciliations of Net income (loss) attributable to Atleos (GAAP) to Adjusted EBITDA (non-GAAP).

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Adjusted gross margin as a percentage of revenue (non-GAAP), Adjusted selling, general and administrative expenses as a percentage of revenue (non-GAAP) and Adjusted research and development expenses as a percentage of revenue (non-GAAP). Atleos’ Adjusted gross margin rate (non-GAAP), Adjusted selling, general and administrative expenses as a percentage of revenue (non-GAAP) and Adjusted research and development expenses as a percentage of revenue (non-GAAP) are determined by excluding, as applicable: acquisition-related costs; pension settlements, pension curtailments and pension special termination benefits; separation-related costs; amortization of acquisition-related intangibles; stock-based compensation expense; transformation and restructuring charges (which includes integration, severance and other exit and disposal costs); and other special (expense) income items from Atleos’ GAAP gross margin, selling, general and administrative expenses, and research and development expenses, respectively. Due to the nature of these special items, Atleos’ management uses these non-GAAP measures to evaluate year-over-year operating performance. 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.

Special Item Related to Russia The war in Eastern Europe and related sanctions imposed on Russia and related actors by the United States and other jurisdictions required us to commence the orderly wind down of our operations in Russia beginning in the first quarter of 2022. We have ceased operations in Russia and have completed the liquidation of our only subsidiary in Russia. As a result, our presentation of segment revenue and Adjusted EBITDA for the year ended December 31, 2022, excludes the immaterial impact of our operating results in Russia, as well as the impact of impairments taken to write down the carrying value of assets and liabilities, severance charges, and the assessment of collectability on revenue recognition. We consider this to be a non-recurring special item and management has reviewed the results of its business segments excluding these impacts.

Atleos’ definitions and calculations of these non-GAAP measures may differ from similarly-titled measures reported by other companies and cannot, therefore, be compared with similarly-titled measures of other companies. These non-GAAP measures should not be considered as substitutes for, or superior to, results determined in accordance with GAAP.

Use of Certain Terms

Recurring revenue: 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.

Annualized Recurring Revenue (“ARR”): Recurring revenue, excluding software licenses sold as a subscription, for the last three months times four, plus the rolling four quarters for term-based software license arrangements that include customer termination rights. Atleos believes this metric may be useful to investors in evaluating the Company’s achievement of strategic goals related to the conversion of the self-service banking business to recurring revenue streams over time. ARR is an operating metric and does not necessarily reflect the pattern of revenue recognition in accordance with GAAP and should not be considered a substitute for GAAP revenue. ARR does not have a uniform definition and, therefore, Atleos’ definitions may differ from other companies’ definitions of this measure.

ATM as a Service Units: The number of ATMs as of period end that are deployed under our ATMaaS offering. ATMaaS refers to our turnkey, end-to-end ATM platform solution, whereby we provide comprehensive managed services solutions to financial institutions. Atleos believes this metric may be useful to investors in measuring the Company’s achievement of strategic goals related to growth of the ATMaaS business over time.

Last twelve months average revenue per unit (“LTM ARPU”): For the Network segment, total segment revenue for the previous twelve months divided by the average Network Managed Units for the previous twelve months. Atleos believes this metric may be useful to investors in evaluating the Company’s achievement of strategic goals related to the improved monetization of our ATM fleet over a specified period, excluding the impact of seasonality. LTM ARPU is an operating metric and does not represent revenue generated solely by our Network Managed Units, as total Network segment revenue includes revenue generated from other sources besides the Network Managed Units. LTM ARPU does not have a uniform definition and, therefore, Atleos’ definitions may differ from other companies’ definitions of this measure.

Network Managed Units: All transacting ATMs as of period end, whether Company-owned or Merchant-owned, other than those for which we only provide third party processing services and those under legacy managed services arrangements. This metric is used in the calculation of Network segment LTM ARPU.

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Reconciliation of Net income (loss) attributable to Atleos (GAAP) to Adjusted EBITDA (Non-GAAP)

In millions202420232022
Net income (loss) attributable to Atleos (GAAP)$91$(134)$108
Interest expense, net(1)3099031
Interest income(7)(5)
Income tax expense4723950
Depreciation and amortization expense176151159
Acquisition-related amortization of intangibles9598100
Stock-based compensation expense386866
Separation costs19170
Acquisition-related costs(5)8
Transformation and restructuring costs222863
Loss on debt extinguishment20
Pension mark-to-market adjustments(38)2778
Voyix environmental indemnification expense14
Russia operations22
Adjusted EBITDA (Non-GAAP)$781$732$685

(1) Includes Related party interest expense, net, as presented in the Consolidated Statements of Operations for the years ended December 31, 2023 and 2022.

Reconciliation of Gross Margin Rate (Gross Margin as a Percentage of Revenue) (GAAP) to Adjusted Gross Margin Rate (Adjusted Gross Margin as a Percentage of Revenue) (Non-GAAP)

202420232022
Gross Margin Rate (GAAP)23.9%22.3%22.2%
Plus: Special Items
Acquisition-related amortization of intangibles1.9%1.5%1.5%
Stock-based compensation expense0.1%0.5%0.7%
Separation costs%1.2%%
Transformation and restructuring0.2%%0.4%
Russia operations%%0.2%
Adjusted Gross Margin Rate (Non-GAAP)26.1%25.5%25.0%

Reconciliation of Selling, General and Administrative Expenses (“SG&A”) as a Percentage of Revenue (GAAP) to Adjusted SG&A as a Percentage of Revenue (Non-GAAP)

202420232022
SG&A as a percentage of revenue (GAAP)12.0%14.0%14.2%
Plus: Special Items
Acquisition-related amortization of intangibles(0.4)%(0.8)%(1.0)%
Stock-based compensation expense(0.7)%(1.1)%(0.8)%
Separation costs(0.4)%(2.3)%%
Acquisition-related costs%%(0.2)%
Transformation and restructuring(0.2)%(0.2)%(0.9)%
Russia operations%%(0.1)%
Adjusted SG&A as a percentage of revenue (Non-GAAP)10.3%9.6%11.2%

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Reconciliation of Research and Development Expenses (“R&D”) as a Percentage of Revenue (GAAP) to Adjusted R&D as a Percentage of Revenue (Non-GAAP)

202420232022
R&D as a percentage of revenue (GAAP)1.5%1.8%1.5%
Plus: Special Items
Stock-based compensation expense%(0.1)%(0.1)%
Separation costs%(0.1)%%
Transformation and restructuring(0.1)%%(0.1)%
Adjusted R&D as a percentage of revenue (Non-GAAP)1.4%1.6%1.3%

Consolidated Results

The following table shows our results for the years December 31, the relative percentage that those amounts represent to revenue, and the change in those amounts year-over-year.

Percentage of Revenue (1)Increase (Decrease)
In millions2024202320222024202320222024 v 20232023 v 2022
Product revenue$995$1,030$1,09823.0%24.6%26.6%(3)%(6)%
Service revenue3,3223,1613,03377.0%75.4%73.4%5%4%
Total revenue4,3174,1914,131100.0%100.0%100.0%3%1%
Product gross margin15618412615.7%17.9%11.5%(15)%46%
Service gross margin87774979326.4%23.7%26.1%17%(6)%
Total gross margin1,03393391923.9%22.3%22.2%11%2%
Selling, general and administrative expenses51858558612.0%14.0%14.2%(11)%%
Research and development expenses6677641.5%1.8%1.5%(14)%20%
Income from operations44927126910.4%6.5%6.5%66%1%
Loss on extinguishment of debt(20)(0.5)%%%n/mn/m
Interest expense(309)(77)(7.2)%(1.8)%%301%n/m
Related party interest expense, net(13)(31)%(0.3)%(0.8)%(100)%(58)%
Other (expense) income, net19(74)(81)0.4%(1.8)%(2.0)%(126)%(9)%
Income before income taxes1391071573.2%2.6%3.8%30%(32)%
Income tax expense47239501.1%5.7%1.2%(80)%378%
Net income (loss)$92$(132)$1072.1%(3.1)%2.6%170%(223)%

(1) The percentage of revenue is calculated for each line item divided by total revenue, except for product gross margin and service gross margin, which are divided by the related component of revenue.

Revenue

Percentage of Total RevenueIncrease (Decrease)
In millions2024202320222024202320222024 v 20232023 v 2022
Product revenue$995$1,030$1,09823.0%24.6%26.6%(3)%(6)%
Service revenue3,3223,1613,03377.0%75.4%73.4%5%4%
Total revenue$4,317$4,191$4,131100.0%100.0%100.0%3%1%

Product revenue includes our hardware and software license revenue streams as well as Bitcoin-related revenues. Service revenue includes hardware and software maintenance revenue, implementation services revenue, cloud revenue, payments processing revenue, interchange and network revenue, as well as professional services revenue.

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Revenue results for the twelve months ended December 31, 2024 were negatively impacted by the delayed transfer of seven legal entities to Atleos following our separation from Voyix, due to local processes of setting up Atleos legal entities. Prior to the Separation, the operating results of each of these entities were included within Atleos’ results under carve-out methodology as all entities were dedicated to the Atleos business. Of these seven legal entities, five transferred during 2024. The remaining two entities are expected to transfer in the first quarter of 2025. We estimate the delayed transfer of these entities resulted in an approximately $22 million decline in revenue in 2024 compared to the prior year period.

Total revenue increased 3% for the year ended December 31, 2024 compared to the year ended December 31, 2023, primarily driven by the growth of recurring service revenue streams in our core business as well as revenue recognized pursuant to our commercial agreements with Voyix.

Product revenue decreased 3% for the year ended December 31, 2024 compared to the year ended December 31, 2023 due to declines in non-core commerce related revenues of approximately $30 million related to the wind down of that business, ATM and other hardware revenue of approximately $21 million and Bitcoin-related revenues of approximately $26 million, partially offset by an increase of approximately $33 million of product revenues earned under the commercial agreements with Voyix and a $6 million increase in software license revenue. The decline in ATM hardware revenue is partially due to the shift in the business from one-time hardware sales to recurring ATMaaS subscriptions as well as a $5 million reduction due to the delayed legal entities described above. The decline in Bitcoin-related revenue is due to a decrease in transaction volumes.

Service revenue increased 5% for the year ended December 31, 2024 compared to the year ended December 31, 2023, driven primarily by 6% total growth in our core self-service banking and network offerings. Services revenue benefited from increases of approximately $39 million of transaction processing services revenue, $25 million in hardware maintenance and installation revenue, $41 million in ATMaaS revenue as well as $57 million in other software-related revenues. The increase in transaction processing services revenue was driven by an increase in withdrawal transaction volumes and the favorable mix of payments transactions year-over-year, while the growth in ATMaaS revenue and other software-related revenues was due to the continued growth in our ATMaaS offering, whereby we own the ATMs and charge per ATM for the service, as well as the shift to recurring software subscriptions. The increase in hardware maintenance and installation revenue was primarily due to an increase in the core business of approximately $14 million and a $12 million increase in revenue earned under the commercial agreements with Voyix. Included in the activity described above, the delayed transfer of legal entities resulted in a reduction of hardware maintenance and installation revenue and other software-related services revenue of approximately $11 million and $6 million, respectively.

Gross Margin

Percentage of Revenue (1)Increase (Decrease)
In millions2024202320222024202320222024 v 20232023 v 2022
Product gross margin$156$184$12615.7%17.9%11.5%(15)%46%
Service gross margin87774979326.4%23.7%26.1%17%(6)%
Total gross margin$1,033$933$91923.9%22.3%22.2%11%2%

(1) The percentage of revenue is calculated for each line item divided by the related component of revenue.

Gross margin as a percentage of revenue was 23.9% in 2024 compared to 22.3% in 2023, primarily due to the impact of higher margin recurring revenue streams as well as higher separation-related costs and stock-based compensation expense in the prior year period. These improvements are partially offset by the impact of lower margins recognized on products and services provided under the commercial agreements with Voyix as well as an increase in amortization of acquisition-related intangible assets and transformation and restructuring costs in the current year. Our services gross margin was also impacted by increased interest rates driving $11 million of higher rental costs on our vault cash agreements. Gross margin for the year ended December 31, 2024 included $80 million of amortization of acquisition-related intangible assets, $7 million of transformation and restructuring costs, and $5 million of stock-based compensation expense. Gross margin for the year ended December 31, 2023 included $51 million of reserves on net assets transferred and incremental retention costs paid out as part of the Spin-off from Voyix, $65 million related to amortization of acquisition-related intangible assets, $20 million of stock-based compensation expense, and $1 million related to transformation and restructuring costs. Adjusted gross margin as a percentage of revenue (non-GAAP) increased from 25.5% to 26.1% due to the improved mix of higher margin recurring revenue streams, partially offset by the impact of lower margins recognized under the commercial agreements with Voyix and vault cash rental costs described above.

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Selling, General and Administrative Expenses

Percentage of Total RevenueIncrease (Decrease)
In millions2024202320222024202320222024 v 20232023 v 2022
Selling, general and administrative expenses$518$585$58612.0%14.0%14.2%(11)%%

Selling, general, and administrative expenses were $518 million in 2024, compared to $585 million in 2023. As a percentage of revenue, selling, general and administrative expenses decreased to 12.0% in 2024 compared to 14.0% in 2023, primarily driven by higher separation-related costs, amortization of acquisition-related intangible assets and stock-based compensation expense in the prior year period. In 2024, selling, general and administrative expenses included $8 million of transformation and restructuring costs, $31 million of stock-based compensation expense, $15 million of acquisition-related amortization of intangibles and $18 million of separation-related costs. In 2023, selling, general and administrative expenses included $8 million of transformation and restructuring costs, $43 million of stock-based compensation expense, $33 million of acquisition-related amortization of intangibles, and $97 million in IT separation, consulting, audit, legal, and incremental retention costs related to the Company’s Spin-off from Voyix. The beneficial impact of these cost changes compared to prior year was partially offset by lower costs allocated to Atleos under carve-out accounting methodologies in the prior year period, compared to operations as a stand-alone company in 2024, which include cost dis-synergies and higher employee benefit-related costs. Adjusted selling, general and administrative expenses as a percentage of revenue (non-GAAP) increased from 9.6% in 2023 to 10.3% in 2024, due to differences in cost allocations, separation cost dis-synergies and employee-benefit related costs described above.

Research and Development Expenses

Percentage of Total RevenueIncrease (Decrease)
In millions2024202320222024202320222024 v 20232023 v 2022
Research and development expenses$66$77$641.5%1.8%1.5%(14)%20%

Research and development expenses were $66 million in 2024, compared to $77 million in 2023. As a percentage of revenue, research and development costs decreased to 1.5% in 2024 compared to 1.8% in 2023 due to separation-related costs incurred in the prior year period and higher costs allocated to Atleos under carve-out accounting methodologies in the prior year period, compared to operations as a stand-alone company in 2024. In 2024, research and development expenses included $2 million of stock-based compensation expense and $3 million of transformation and restructuring costs. In 2023, research and development expenses included $5 million of stock-based compensation expense and $3 million of costs related to the Company’s separation from Voyix. Adjusted research and development expenses as a percentage of revenue (non-GAAP) decreased from 1.6% in 2023 to 1.4% in 2024 due to the differences in cost allocations discussed above.

Loss on Extinguishment of Debt

Increase (Decrease)
In millions2024202320222024 v 20232023 v 2022
Loss on extinguishment of debt$20$$n/mn/m

On October 17, 2024, Atleos entered into an Amended Credit Agreement and completed financing transactions that included the refinancing of the Term Loan B Facility. In connection with the transactions, Atleos recorded a loss on extinguishment of debt of $20 million in 2024, including the write-off of discount and deferred financing fees of $13 million and a cash redemption premium of $7 million. Refer to Note 5, “Debt Obligations”, for further details on the financing transactions.

Interest Expense and Related Party Interest Expense, Net

Increase (Decrease)
In millions2024202320222024 v 20232023 v 2022
Interest expense$309$77$301%n/m
Related party interest expense, net$$13$31(100)%(58)%

Interest expense was $309 million in 2024, compared to $77 million in 2023. The significant increase in interest expense in 2024 is due to a full year of interest incurred on external debt. Interest expense is primarily related to the Company’s senior secured notes

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and borrowings under the Company’s senior secured credit facility entered into on September 27, 2023 and amended on October 17, 2024. Refer to Note 5, “Debt Obligations”, for further details regarding the issuance of debt.

Related party interest expense, net was $13 million in 2023. Related party interest expense, net is primarily related to certain related party borrowings during the period prior to the Separation.

Other (Expense) Income, net

Other (expense) income, net was income of $19 million in 2024 and expense of $74 million in 2023, with the components reflected in the following table:

In millions202420232022
Interest income$7$5$
Foreign currency fluctuations and foreign exchange contracts(21)(33)(9)
Bank-related fees(15)(14)
Employee benefit plans60(22)(63)
Voyix environmental indemnification expense(14)
Other, net2(10)(9)
Other (expense) income, net$19$(74)$(81)

Employee benefit plans within Other (expense) income, net includes the components of pension, postemployment and postretirement expense, other than service cost, as well as actuarial gains and losses from the annual pension mark-to-market adjustment. In 2024, there was a net actuarial gain of $38 million compared to a net actuarial loss of $27 million in 2023. The net actuarial gain in 2024 was primarily due to an increase in discount rates in measuring the benefit obligations as well as the favorable impact from an update to the mortality tables, partially offset by the impact of the increase in inflation rates. The net actuarial loss in 2023 was primarily due to a decrease in discount rates in measuring the benefit obligation, partially offset by the impact of economic improvements on the value of plan assets.

The Company incurred bank-related fees of $15 million and $14 million in 2024 and 2023, respectively, related to certain structuring and commitment fees as a result of the financing transactions entered into in connection with the Separation and the Amended Credit Agreement in 2024. Bank-related fees also includes fees incurred under the trade receivable facility entered into on October 16, 2023.

Voyix environmental indemnification expense 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 10, “Commitments and Contingencies”, for further details on the Shared Environmental Matters.

Income Taxes

Increase (Decrease)
In millions2024202320222024 v 20232023 v 2022
Income tax expense$47$239$50(80)%378%

Our effective tax rate was 34% in 2024 and 223% in 2023. In 2024, our tax rate benefited from $17 million Foreign Derived Intangible Income deduction and $17 million provision to return adjustments, of which $11 million is classified as U.S. tax impact on foreign income. Additionally, our tax rate was impacted by increasing the valuation allowance on U.S. interest expense disallowance carryforward by $31 million. In 2023, the Company completed certain internal restructuring transactions in connection with the Spin-off, resulting in a net of $120 million discrete tax expenses.

While we are subject to numerous federal, state and foreign tax audits, we believe that appropriate reserves exist for issues that might arise from these audits. Should these audits be settled, the resulting tax effect could impact the tax provision and cash flows in future periods. During 2025, the Company may resolve certain tax matters in foreign jurisdictions that could have an impact on the effective tax rate in 2025.

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We regularly review our deferred tax assets for recoverability and establish a valuation allowance if it is more likely than not that some portion or all of a deferred tax asset will not be realized. The determination as to whether a deferred tax asset will be realized is made on a jurisdictional basis and is based on the evaluation of positive and negative evidence. This evidence includes historical taxable income/loss, projected future taxable income, the expected timing of the reversal of existing temporary differences and the implementation of tax planning strategies.

Revenue and Adjusted EBITDA by Segment

The Company manages and reports its businesses in the following segments: Self-Service Banking, Network and Technology & Telecommunications (T&T). Segments are measured for profitability by the Company’s chief operating decision maker (CODM) based on revenue and segment Adjusted EBITDA. Refer to the section above entitled “Non-GAAP Financial Measures and Use of Certain Terms” for our definition of Adjusted EBITDA and the reconciliation of Net income (loss) attributable to Atleos (GAAP) to Adjusted EBITDA (non-GAAP).

The following table shows our segment revenue and Adjusted EBITDA for the years ended December 31, the relative percentage that those amounts represent to revenue, and the change in those amounts year-over-year.

Percentage of Revenue (1)Increase (Decrease)
In millions2024202320222024202320222024 v 20232023 v 2022
Revenue
Self-Service Banking$2,696$2,581$2,58262.5%61.6%62.5%4%%
Network1,2851,2671,19829.8%30.2%29.0%1%6%
T&T1941962194.4%4.7%5.3%(1)%(11)%
Total Segment Revenue$4,175$4,044$3,99996.7%96.5%96.8%3%1%
Other (2)1421471233.3%3.5%3.0%(3)%20%
Other adjustment (3)9%%0.2%%(100)%
Consolidated Revenue$4,317$4,191$4,131100.0%100.0%100.0%3%1%
Adjusted EBITDA by segment
Self-Service Banking$640$630$54923.7%24.4%21.3%2%15%
Network$404$379$35231.4%29.9%29.4%7%8%
T&T$35$33$4718.0%16.8%21.5%6%(30)%

(1) The percentage of revenue is calculated for each line item divided by total revenue, except for Adjusted EBITDA, which are divided by the related component of revenue.

(2) 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. For periods after the Separation, Other also includes revenues from commercial agreements with Voyix.

(3) Other adjustment reflects the revenue attributable to the Company’s operations in Russia that were excluded from management’s measure of revenue due to our announcement in Q1 of 2022 to suspend sales to Russia and anticipated orderly wind down of our operations in the country.

Segment Revenue

For the year ended December 31, 2024 compared to the year ended December 31, 2023

Self-Service Banking revenue increased 4% for the year ended December 31, 2024 compared to the prior year period. For the year ended December 31, 2024, ATMaaS revenue increased $41 million, software-related revenue increased approximately $79 million, hardware maintenance and installation revenue increased $19 million, and ATM hardware revenue decreased $25 million compared to the prior year period. Revenue results for the period were primarily due to the shift from non-recurring revenues to recurring ATMaaS arrangements whereby we own the ATMs and charge per ATM for the service, as well as the shift to recurring software subscriptions. Included in the results described above, the delayed transfer of legal entities drove a reduction of approximately $22 million for the year ended December 31, 2024 compared to the prior year period. Software and services revenue as a percent of total Self-Service Banking segment revenue were 72% and 70% in the twelve months ended December 31, 2024 and 2023, respectively.

Network revenue increased 1% for the year ended December 31, 2024 compared to the prior year period. The increase in revenue was due to an approximately $39 million increase in transaction processing services revenue primarily driven by an increase in higher value ATM transactions and a $5 million increase in other software-related revenue. These revenue improvements were

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partially offset by reductions related to a decrease in Bitcoin related-related revenue of approximately $26 million primarily due to a decrease in transaction volumes, as well as reductions in transaction processing services revenues due to the planned removal of underperforming machines from our network managed unit fleet and store closures at our retail partners.

T&T revenue decreased 1% for the year ended December 31, 2024 compared to the prior year period due to a decrease in hardware maintenance and installation revenue partially offset by one-time hardware sales.

Segment Adjusted EBITDA

For the year ended December 31, 2024 compared to the year ended December 31, 2023

Self-Service Banking Adjusted EBITDA increased 2% for the year ended December 31, 2024 compared to the prior year period due to an increase in revenue. The contribution of favorable ATMaaS revenue margins as well as an increase in other higher margin recurring revenue streams and cost optimization initiatives were offset by dis-synergies causing higher employee benefit-related costs, the impact of one-time hardware sales shifting to ATMaaS arrangements that are amortized over the contract period, and the delayed transfer of legal entities described above.

Network Adjusted EBITDA increased by 7% for the year ended December 31, 2024 compared to the prior year period due to increases in withdrawal transaction volumes, the mix of higher margin transaction revenue, and cost optimization initiatives. These improvements were partially offset by higher interest rates on our vault cash agreements driving additional cost of $11 million, as well as higher cash-in-transit costs driven by the higher volume of cash dispensed in the period, and an increase in employee benefit-related costs.

T&T Adjusted EBITDA increased 6% for the year ended December 31, 2024 compared to the prior year period due to cost optimization initiatives and one-time hardware sales.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

Our primary liquidity needs in the ordinary course of business are to: (i) fund normal operating expenses; (ii) meet the interest and principal requirements of our outstanding indebtedness, including finance leases; (iii) fund capital expenditures and operating lease payments; (iv) fund indemnification payments related to legal and environmental matters; (v) meet our expected pension, postretirement and postemployment plan contributions; and (vi) fund payments related to transformation and restructuring initiatives. Our principal sources of cash are generated from operations, borrowings under our revolving credit facility and issuances of debt. We continually evaluate our liquidity requirements in light of our operating needs, growth initiatives and capital resources.

Atleos’ management uses a non-GAAP measure called “Adjusted free cash flow-unrestricted” to assess the financial performance and liquidity of Atleos. We define Adjusted free cash flow-unrestricted as net cash provided by operating activities less capital expenditures for property, plant and equipment, less additions to capitalized software, plus/minus the change in restricted cash settlement activity, plus/minus net reductions or reinvestment in the trade receivables facility established in the fourth quarter of 2023 due to fluctuations in the outstanding balance of receivables sold, plus/minus financing payments/receipts of owned ATM capital expenditures, plus pension contributions and settlements, and plus legal and environmental indemnification payments made to Voyix. Restricted cash settlement activity represents the net change in amounts collected on behalf of, but not yet remitted to, certain of the Company’s merchant customers or third-party service providers that are pledged for a particular use or restricted to support these obligations. These amounts can fluctuate significantly period to period based on the number of days for which settlement to the merchant has not yet occurred or day of the week on which a reporting period ends. We believe Adjusted free cash flow-unrestricted information is useful for investors because it indicates the amount of cash available after these adjustments for, among other things, investments in Atleos’ existing businesses, strategic acquisitions, and repayment of debt obligations. Adjusted free cash flow-unrestricted does not represent the residual cash flow available, since there may be other non-discretionary expenditures that are not deducted from the measure. Adjusted free cash flow-unrestricted does not have a uniform definition under GAAP, and therefore Atleos’ definition may differ from other companies’ definitions of this measure. This non-GAAP measure should not be considered a substitute for, or superior to, cash flows from operating activities under GAAP.

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Summarized cash flow information for the twelve months ended December 31 is as follows:

In millions202420232022
Net cash provided by operating activities$344$355$274
Net cash used in investing activities$(135)$(316)$(417)
Net cash provided by (used in) financing activities$(134)$31$183

Cash provided by operating activities was $344 million in 2024 compared to cash provided by operating activities of $355 million in 2023. The decrease in cash provided by operating activities of $11 million in 2024 was primarily driven by the unfavorable movement in net working capital accounts of $162 million and a decrease in non-cash charges of $73 million partially offset by an increase in net income of $224 million. The unfavorable movement in net working capital accounts in 2024 compared to 2023 is primarily driven by $235 million of additional cash interest payments on long term borrowings entered into in connection with the Spin-off.

Investing activities for the year ended December 31, 2024 primarily include capital expenditures for property, plant and equipment of $87 million and additions to capitalized software of $39 million. Investing activities for the year ended December 31, 2023 primarily include capital expenditures for property, plant and equipment of $108 million, additions to capitalized software of $24 million, amounts advanced for related party notes receivable of $217 million and repayments received from related party notes receivable of $44 million.

Our financing activities for 2024 include borrowing and repayments of credit facilities and term loans, including the activities related to the Amended Credit Agreement. Financing activities for the year ended December 31, 2024 also included tax withholding payments on behalf of employees for stock-based awards that vested of $14 million, acquisition holdback payments of $5 million, and proceeds from employee stock plans of $4 million. See Note 5, “Debt Obligations”, of the Notes to Consolidated Financial Statements included in Item 8 of Part II of this Report for further information on the Amended Credit Agreement and the senior secured notes.

Financing activities for 2023 primarily include financing arrangements entered into in connection with the Spin-off. On September 27, 2023, the Company issued $1,350 million of senior secured 9.50% notes due in 2029. In addition to the senior secured notes, the Company entered into a senior secured $835 million Term Loan A due in 2028, a senior secured $750 million Term Loan B facility due in 2029 and a $500 million senior secured revolving credit facility, of which $155 million was drawn as of December 31, 2023. Prior to the Spin-off, financing activities also include short-term borrowings with, and transfers to and from, NCR, consisting of, among other things, cash transfers and changes in receivables and payables and other transactions between Atleos and NCR. See Note 12, “Related Parties”, in the Notes to Consolidated Financial Statements for further discussion on transactions with NCR.

The table below reconciles net cash provided by operating activities, the most directly comparable GAAP measure, to Atleos’ non-GAAP measure of Adjusted free cash flow-unrestricted for the years ended December 31:

In millions202420232022
Net cash provided by operating activities (GAAP)$344$355$274
Capital expenditures for property, plant and equipment(87)(108)(58)
Additions to capitalized software(39)(24)(39)
Change in restricted cash settlement activity21(27)27
Initial sale of trade account receivables(166)
Pension contributions31544
Adjusted free cash flow-unrestricted (non-GAAP)$242$184$208

Long Term Borrowings The Senior Secured Credit Facility consists of term loan facilities in an aggregate principal amount of $1,580 million, of which $1,413 million was outstanding as of December 31, 2024. Additionally, the Senior Secured Credit Facility provides for a five-year Revolving Credit Facility with an aggregate principal amount of $600 million, of which $225 million was outstanding as of December 31, 2024. The Revolving Credit Facility also contains a sub-facility to be used for letters of credit, and as of December 31, 2024, there were $25 million letters of credit outstanding.

As of December 31, 2024, we had outstanding $1,350 million in aggregate principal balance of 9.500% senior secured notes due in 2029.

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On October 17, 2024, Atleos entered into the First Amendment (the “First Amendment”) to the Credit Agreement, dated as of September 27, 2023. See Note 5, “Debt Obligations”, of the Notes to Consolidated Financial Statements included in Item 8 of Part II of this Report for further information on our debt transactions.

Employee Benefit Plans The Company made no contributions to the U.S. pension plan in 2024 and contributed $3 million to its international pension plans, $21 million to the postemployment plan and none to the postretirement plan in 2024. In 2025, the Company expects to contribute $30 million to its U.S. pension plan, $1 million to the international pension plans, $23 million to the postemployment plan and $1 million to the postretirement plan. See Note 9, “Employee Benefit Plans”, of the Notes to Consolidated Financial Statements included in Item 8 of Part II of this Report for additional discussion on our pension, postemployment and postretirement plans.

Cash and Cash Equivalents Held by Foreign Subsidiaries Cash and cash equivalents held by the Company’s foreign subsidiaries were $329 million and $285 million at December 31, 2024 and 2023, respectively. Under current tax laws and regulations, if cash and 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.

Summary As of December 31, 2024, our cash and cash equivalents totaled $419 million and our total debt was $2,994 million. Our borrowing capacity under our senior secured credit facility was $350 million at December 31, 2024.

Our ability to generate positive cash flows from operations is dependent on general economic conditions, and the competitive environment in our industry, and is subject to the business and other risk factors described in Item 1A of Part I of this Report. If we are unable to generate sufficient cash flows from operations, or otherwise comply with the terms of our credit facilities, we may be required to seek additional financing alternatives. However, we cannot assure that we will be able to obtain additional debt or equity financing on acceptable terms in the future.

Management believes that our cash balances and funds provided by operating activities, along with our borrowing capacity under the senior secured credit facility and access to capital markets, taken as a whole, provide (i) adequate liquidity to meet all of our current and long-term (i.e., beyond December 31, 2025) material cash requirements when due, including third-party debt, (ii) adequate liquidity to fund capital expenditures and (iii) flexibility to meet investment opportunities that may arise. We expect to utilize our cash flows to continue to invest in our business, growth strategies, people and the communities we operate in as well as to repay our indebtedness over time.

Material Cash Requirements from Contractual and Other Obligations In the normal course of business, we enter into various contractual obligations that impact, or could impact, the liquidity of our operations. The following table and discussion outlines our material obligations as of December 31, 2024 on an undiscounted basis, with projected cash payments in the years shown:

In millionsTotal Amounts20252026-20272028-20292030 & Thereafter
Debt obligations$2,994$81$174$2,739$
Interest on debt obligations1,016240464312
Lease obligations18041583447
Purchase obligations9178926613
Voyix environmental indemnification obligations1414
Total obligations$5,121$1,268$702$3,091$60

For purposes of this table, we used interest rates as of December 31, 2024 to estimate the future interest on debt obligations outstanding as of December 31, 2024 and have assumed no voluntary prepayments of existing debt. See Note 5, “Debt Obligations”, of the Notes to Consolidated Financial Statements included in Item 8 of Part II of this Report for additional disclosure related to our debt obligations and the related interest rate terms.

Our lease obligations are primarily for future rental amounts for our corporate offices, as well as for certain sales and manufacturing facilities in various domestic and international locations and leases related to equipment and vehicles.

Purchase obligations represent committed purchase orders and other contractual commitments for goods or services. The purchase obligation amounts were determined through information in our procurement systems and payment schedules for significant contracts, including the Commercial Agreements with Voyix.

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We have a liability related to our uncertain tax positions. Due to the nature of the underlying liabilities and the extended time often needed to resolve income tax uncertainties, we cannot make reliable estimates of the amount or timing of cash payments that may be required to settle these liabilities. For additional information, refer to Note 7, “Income Taxes”, of the Notes to Consolidated Financial Statements included in Item 8 of Part II of this Report.

Voyix environmental indemnification obligations represent Atleos’s obligations pursuant to the Separation and Distribution Agreement whereby Atleos will indemnify Voyix for retained environmental remediation obligations. The above table includes only amounts communicated to Atleos by Voyix pursuant to the protocols set forth in the Separation and Distribution Agreement for the year ended December 31, 2025. Atleos’ obligations regarding these environmental remediation matters are subject to significant uncertainties, which are out of Atleos’ control and will not be resolved for many years. As such, we are not able to estimate our future contractual obligation with respect to these obligations. For additional information, refer to Note 10, “Commitments and Contingencies”, of the Notes to Consolidated Financial Statements included in Item 8 of Part II of this Report.

Our U.S. and international employee benefit plans, which are described in Note 9, “Employee Benefit Plans”, of the Notes to Consolidated Financial Statements included in Item 8 of Part II of this Report, could require significant future cash payments. In 2024, we did not contribute to our U.S. pension plan. We expect a mandatory contribution of $30 million in 2025. We do not expect further mandatory contributions until 2026 based on current funding requirements and assuming the Company does not complete any further actions, including, but not limited to, a further pre-fund or de-risking action. The funded status of Atleos’ U.S. pension plan is an underfunded position of $279 million as of December 31, 2024. The Company’s international pension plans were in a net funded position of $162 million as of December 31, 2024, and contributions to these international plans of $3 million were made in 2024.

Our senior secured credit facility and the indenture for our senior secured notes include affirmative and negative covenants that restrict or limit our ability to, among other things, incur indebtedness; create liens on assets; engage in certain fundamental corporate changes or changes to our business activities; make investments; sell or otherwise dispose of assets; engage in sale-leaseback or hedging transactions; pay dividends or make similar distributions; repay other indebtedness; engage in certain affiliate transactions; or enter into agreements that restrict our ability to create liens, pay dividends or make loan repayments. Our senior secured credit facility also includes financial covenants that require us to maintain a consolidated leverage ratio not to exceed 4.50 to 1.00 on the last day of any fiscal quarter ending on or prior to September 30, 2025.

CRITICAL ACCOUNTING ESTIMATES

Our Consolidated Financial Statements are prepared in accordance with GAAP. In connection with the preparation of these financial statements, we are required to make assumptions, estimates and judgments that affect the reported amounts of assets, liabilities, revenue, expenses and the related disclosure of contingent liabilities. These assumptions, estimates and judgments are based on historical experience and are believed to be reasonable at the time. However, because future events and their effects cannot be determined with certainty, the determination of estimates requires the exercise of judgment. Our critical accounting policies are those that require assumptions to be made about matters that are highly uncertain. Different estimates could have a material impact on our financial results. Judgments and uncertainties affecting the application of these policies and estimates may result in materially different amounts being reported under different conditions or circumstances. Our management continually reviews these assumptions, estimates and judgments to ensure that our financial statements are presented fairly and are materially correct.

In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require significant management judgment in its application. There are also areas in which management’s judgment in selecting among available alternatives would not produce a materially different result. The significant accounting policies are discussed in Note 1, “Basis of Presentation and Significant Accounting Policies”, of the Notes to Consolidated Financial Statements in Item 8 of Part II of this Report, which contains additional information regarding our accounting policies and other disclosures required by GAAP. The estimates that we believe are the most critical to aid in fully understanding and evaluating our reported financial results are discussed in the paragraphs below.

Revenue Recognition We enter into contracts to sell our products and services, which may be sold separately or bundled with other products and services. As a result, interpretation and judgment are sometimes required to determine the appropriate accounting for these transactions, including: (i) whether performance obligations are considered distinct that should be accounted for separately versus together, how the price should be allocated among the performance obligations, and when to recognize revenue for each performance obligation; (ii) developing an estimate of the stand-alone selling price, or SSP, of each distinct performance obligation; (iii) combining contracts that may impact the allocation of the transaction price between product and services; and (iv) estimating

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and accounting for variable consideration, including rights of return, rebates, expected penalties or other price concessions as a reduction of the transaction price.

Our estimates of SSP for each performance obligation require judgment that considers multiple factors, including, but not limited to, historical discounting trends for products and services, pricing practices in different geographies and industries, gross margin objectives, and internal costs. Our estimates for rebates are based on specific criteria outlined in customer contracts or rebate agreements, and other factors known at the time. Our estimates for expected penalties and other price concessions are based on historical trends and expectations regarding future occurrence.

Changes in judgments with respect to these assumptions and estimates could impact the timing or amount of revenue recognition. Additional information regarding our revenue recognition policy is included in Note 1, “Basis of Presentation and Significant Accounting Policies”, in the Notes to Consolidated Financial Statements.

Inventory Valuation We assess the valuation of our inventory on a periodic basis and make adjustments to the value to properly provide for potential exposure due to slow-moving, excess, obsolete or unusable inventory. Inventories are written down to net realizable value based on forecasted usage of parts, sales orders, technological obsolescence and inventory aging. These factors can be impacted by market conditions, technology changes, changes in strategic direction, and customer demand and require estimates and management judgment that may include elements that are uncertain. On a quarterly basis, we review the current net realizable value of inventory and adjust for any inventory exposure due to age, obsolescence, or excess of cost over net realizable value.

Goodwill Atleos tests goodwill at the reporting unit level for impairment on an annual basis during the fourth quarter or more frequently if certain events occur indicating that the carrying value of goodwill may be impaired. A significant amount of judgment is involved in determining if an indicator of impairment has occurred. Such indicators may include a decline in expected cash flows, a significant adverse change in legal factors or in the business climate, a decision to sell a business, unanticipated competition, or slower growth rates, among others.

In the evaluation of goodwill for impairment, we have the option to perform a qualitative assessment to determine whether further impairment testing is necessary or to perform a quantitative assessment by comparing the fair value of a reporting unit to its carrying amount, including goodwill. Under the qualitative assessment, an entity is not required to calculate the fair value of a reporting unit unless the entity determines that it is more likely than not that its fair value is less than its carrying amount. If under the quantitative assessment the fair value of a reporting unit is less than its carrying amount, then the amount of the impairment loss, if any, is determined based on the amount by which the carrying amount exceeds the fair value up to the total value of goodwill assigned to the reporting unit. Fair values of the reporting units are estimated using a weighted methodology considering the output from both the income and market approaches. The income approach incorporates the use of a discounted cash flow (“DCF”) analysis. A number of significant assumptions and estimates are involved in the application of the DCF model to forecast operating cash flows, including revenue growth rates, EBITDA margins and discount rates. Several of these assumptions vary among reporting units. The cash flow forecasts are generally based on approved strategic operating plans. The market approach is performed using the Guideline Public Companies (“GPC”) method which is based on earnings multiple data. We perform a reconciliation between our market capitalization and our estimate of the aggregate fair value of the reporting units, including considerations of a control premium.

Some of the inherent estimates and assumptions used in determining fair value of the reporting units are outside the control of management, including interest rates, cost of capital, tax rates, market revenue and EBITDA comparables and credit ratings. While we believe we have made reasonable estimates and assumptions to calculate the fair value of the reporting units, it is possible a material change could occur. If our actual results are not consistent with our estimates and assumptions used to calculate fair value, it could result in material impairments of our goodwill.

Valuation of Long-lived Assets and Amortizable Other Intangible Assets We perform impairment tests for our long-lived assets if an event or circumstance indicates that the carrying amount of our long-lived assets may not be recoverable. In response to changes in industry and market conditions, we may also strategically realign our resources and consider restructuring, disposing of, or otherwise exiting businesses. Such activities could result in impairment of our long-lived assets or other intangible assets. We also are subject to the possibility of impairment of long-lived assets arising in the ordinary course of business. We consider the likelihood of impairment if certain events occur indicating that the carrying value of the long-lived assets may be impaired and we may recognize impairment if the carrying amount of a long-lived asset or intangible asset is not recoverable from its undiscounted cash flows. Impairment is measured as the difference between the carrying amount and the fair value of the asset. We use both the income approach and market approach to estimate fair value. Our estimates of fair value are subject to a high degree of judgment since they include a long-term forecast of future operations. Accordingly, any value ultimately derived from our long-lived assets may differ from our estimate of fair value.

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We make strategic acquisitions that may have a material impact on our consolidated results of operations or financial position. We allocate the purchase price of acquired businesses to the assets acquired and liabilities assumed in the transaction at their estimated fair values. The estimates used to determine the fair value of long-lived assets, such as intangible assets, can be complex and require significant judgments. We use information available to us to make fair value determinations and engage independent valuation specialists, when necessary, to assist in the fair value determination of significant acquired long-lived assets. The determination of fair value requires estimates about cash flow forecasts, discount rates, revenue growth rates, EBITDA margin, customer attrition rate, and other future events that are judgmental in nature. While we use our best estimates and assumptions as a part of the purchase price allocation process, our estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Any adjustments subsequent to the measurement period are recorded to our consolidated statements of income. We are also required to estimate the useful lives of intangible assets to determine the amount of acquisition-related intangible asset amortization expense to record in future periods. Additional information regarding our acquisitions is included in Note 2, “Business Combinations”, in the Notes to Consolidated Financial Statements.

Pension, Postemployment and Postretirement Benefits We sponsor domestic and foreign defined benefit pension and postemployment plans as well as domestic postretirement plans. As a result, we have significant pension, postemployment and postretirement benefit costs, which are developed from actuarial valuations. Actuarial assumptions attempt to anticipate future events and are used in calculating the expense and liability relating to these plans. These factors include assumptions we make about interest rates, expected investment return on plan assets, involuntary turnover rates, and rates of future compensation increases. In addition, our actuarial consultants advise us about subjective factors such as withdrawal rates and mortality rates to use in our valuations. We generally review and update these assumptions on an annual basis at the end of each fiscal year. We are required to consider current market conditions, including changes in interest rates, in making these assumptions. The actuarial assumptions that we use may differ materially from actual results due to changing market and economic conditions, higher or lower withdrawal rates, or longer or shorter life spans of participants. These differences may result in a significant impact to the amount of pension, postemployment and postretirement benefits expense we have recorded or may record. Ongoing pension, postemployment and postretirement expense impacts all of our segments. Pension mark-to-market adjustments, settlements, curtailments and special termination benefits are excluded from our segment results as those items are not included in the evaluation of segment performance. See Note 4, “Segment Information and Concentrations”, in the Notes to Consolidated Financial Statements in Item 8 of Part II of this Report for a reconciliation of our segment results to Net income (loss) attributable to Atleos.

The key assumptions used in developing our 2024 expense were discount rates of 5.0% and an expected return on assets assumption of 7.5% for our U.S. pension plan. The U.S. plan represented 70% of the pension obligation as of December 31, 2024. Holding all other assumptions constant, a 0.25% change in the discount rate used for the U.S. pension plan would have increased or decreased 2024 ongoing pension expense by approximately $2 million. A 0.25% change in the expected rate of return on plan assets assumption for the U.S. pension plan would have increased or decreased 2024 ongoing pension expense by approximately $3 million. Our expected return on plan assets has historically been and will likely continue to be material to net income. For 2025, we intend to use a discount rate of 5.5% in determining the U.S. pension expense. We intend to use an expected rate of return on assets assumption of 7.0% for the U.S. pension plan.

We recognize additional changes in the fair value of plan assets and net actuarial gains or losses of our pension plans upon remeasurement, which occurs at least annually in the fourth quarter of each year. The remaining components of pension expense, primarily net service cost, interest cost, and the expected return on plan assets, are recorded on a quarterly basis as ongoing pension expense. While it is required that we review our actuarial assumptions each year at the measurement date, we generally do not change them between measurement dates. We use a measurement date of December 31 for all of our plans. Changes in assumptions or asset values may have a significant effect on the annual measurement of expense or income in the fourth quarter.

The most significant assumption used in developing our 2024 postemployment plan expense is the assumed rate of involuntary turnover of 3.8%. The involuntary turnover rate is based on historical trends and projections of involuntary turnover in the future. A 0.25% change in the rate of involuntary turnover would have increased or decreased 2024 expense by an immaterial amount. The sensitivity of the assumptions described above is specific to each individual plan and not to our pension, postemployment and postretirement plans in the aggregate. We intend to use an involuntary turnover assumption of 5.0% in determining the 2025 postemployment expense.

Income Taxes We recognize deferred tax assets and liabilities based on the differences between the financial statement carrying amounts and the tax basis of assets and liabilities. The deferred tax assets and liabilities are determined based on the enacted tax rates expected to apply in the periods in which the deferred tax assets or liabilities are anticipated to be settled or realized.

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We regularly review our deferred tax assets for recoverability and establish a valuation allowance if it is more likely than not that some portion or all of a deferred tax asset will not be realized. The determination as to whether a deferred tax asset will be realized is made on a jurisdictional basis and is based on the evaluation of positive and negative evidence. This evidence includes historical taxable income, projected future taxable income, the expected timing of the reversal of existing temporary differences and the implementation of tax planning strategies. Projected future taxable income is based on our expected results and assumptions as to the jurisdiction in which the income will be earned. The expected timing of the reversals of existing temporary differences is based on current tax law and our tax methods of accounting. As a result of this determination, we had valuation allowances of $264 million and $263 million as of December 31, 2024 and 2023, respectively, related to certain deferred income tax assets, primarily tax loss carryforwards, in jurisdictions where there is uncertainty as to the ultimate realization of a benefit from those tax assets.

If we are unable to generate sufficient future taxable income, or if there is a material change in the actual effective tax rates or the time period within which the underlying temporary differences become taxable or deductible, or if the tax laws change unfavorably, then we could be required to increase our valuation allowance against our deferred tax assets, resulting in an increase in our effective tax rate.

The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the Consolidated Financial Statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon settlement. Interest and penalties related to uncertain tax positions are recognized as part of the provision for income taxes and are accrued beginning in the period that such interest and penalties would be applicable under relevant tax law until such time that the related tax benefits are recognized.

Income taxes as presented in the Consolidated Financial Statements of the Company for periods prior to the Separation attribute current and deferred income taxes of NCR to the Company’s stand-alone financial statements in a manner that is systematic, rational and consistent with the asset and liability method prescribed by Financial Accounting Standards Board Accounting Standards Codification Topic 740: Income Taxes (“ASC 740”). Accordingly, the Company’s income tax provision for periods prior to the Separation was prepared following the separate return method. The separate return method applies ASC 740 to the stand-alone financial statements of each member of the consolidated group as if the group members were a separate taxpayer and a stand-alone enterprise. The calculation of our income taxes on a separate return basis requires a considerable amount of judgment and use of both estimates and allocations. As a result, actual transactions included in the Consolidated Financial Statements of NCR may not be included in the Consolidated Financial Statements of the Company. Similarly, the tax treatment of certain items reflected in the Consolidated Financial Statements of the Company may not be reflected in the Consolidated Financial Statements and tax returns of NCR. Therefore, such items as net operating losses, credit carry-forwards and valuation allowances may exist in the stand-alone financial statements that may or may not exist in NCR’s Consolidated Financial Statements. As such, the income taxes of the Company as presented in the Consolidated Financial Statements prior to the Separation may not be indicative of the income taxes that the Company will report in the future.

The provision for income taxes may change period-to-period based on non-recurring events, such as the settlement of income tax audits and changes in tax laws, as well as recurring factors including the geographic mix of income before taxes, state and local taxes and the effects of various global income tax strategies. We maintain certain strategic management and operational activities in overseas subsidiaries and our foreign earnings are taxed at rates that are generally lower than in the United States. As of December 31, 2024, we did not provide for U.S. federal income taxes or foreign withholding taxes on approximately $3.7 billion of undistributed earnings of our foreign subsidiaries as such earnings are expected to be reinvested indefinitely. The amount of unrecognized deferred tax liability associated with these indefinitely reinvested earnings is approximately $130 million.

Refer to Note 7, “Income Taxes”, in the Notes to Consolidated Financial Statements in Item 8 of Part II of this Report for disclosures related to foreign and domestic pretax income, foreign and domestic income tax (benefit) expense and the effect foreign taxes have on our overall effective tax rate.

Cost Allocations For periods prior to the Separation from Voyix, the Consolidated Financial Statements include certain overhead and shared costs allocated to Atleos including: (i) certain general and administrative expenses related to NCR support functions that are provided on a centralized basis within NCR, including expenses for corporate facilities, executive oversight, treasury, finance, legal, human resources, compliance, information technology, employee benefit plans, stock compensation plans, and other corporate functions and (ii) certain operations support costs incurred by NCR, including professional services, product maintenance and services, product sourcing, warehousing, distribution and other supply chain support functions. These expenses have been allocated to Atleos based on a specific identification basis or, when specific identification is not practicable, a proportional cost allocation method primarily based on sales, directly identifiable actual costs, headcount, usage or other allocation methods that are considered to be a reasonable reflection of the utilization of services provided or benefit received by Atleos during the periods presented, depending on the nature of the services received.

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RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

A discussion of recently issued accounting pronouncements is described in Note 1, “Basis of Presentation and Significant Accounting Policies”, of the Notes to Consolidated Financial Statements in Item 8 of Part II of this Report, and we incorporate by reference such discussion in this MD&A.

FY 2023 10-K MD&A

SEC filing source: 0001974138-24-000022.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2024-03-26. Report date: 2023-12-31.

Item 7.        MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (MD&A)

This section should be read in conjunction with the audited Consolidated Financial Statements and related Notes included in Item 8 of Part II of this Report. Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements. See sections entitled “Forward-Looking Statements” and “Risk Factors” in Item 1A of this Annual Report for a discussion of the uncertainties, risks and assumptions associated with these forward-looking statements that could cause future results to differ materially from those reflected in this section.

Our discussion within MD&A is organized as follows:

•Overview. This section contains background information on our company, summary of significant themes and events during the year as well as strategic initiatives and trends in order to provide context for management’s discussion and analysis of our financial condition and results of operations.

•Results of operations. This section contains an analysis of our results of operations presented in the accompanying Consolidated Statements of Operations by comparing the results for the year ended December 31, 2023 to the results for the year ended December 31, 2022. Refer to the section below entitled “Spin-off from NCR” for additional information regarding the basis of presentation.

•Liquidity and capital resources. This section provides an analysis of our cash flows and a discussion of our contractual obligations at December 31, 2023.

•Critical accounting estimates. This section contains a discussion of the accounting policies that we believe are important to our financial condition and results of operations and that require judgment and estimates on the part of management in their application. In addition, all of our significant accounting policies, including critical accounting policies, are summarized in Note 1, “Basis of Presentation and Significant Accounting Policies”, in the Notes to Consolidated Financial Statements in Item 8 of Part II of this Report.

For management’s discussion of our consolidated results for the year ended December 31, 2022 in comparison with the year ended December 31, 2021, and other financial information related to fiscal year 2022, refer to the “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, included in our Form 10 (as previously referred to as NCR ATMCo), and in our information statement, which is included as Exhibit 99.1 to Atleos’ Current Report on Form 8-K that was furnished with the SEC on August 15, 2023 (the “Information Statement”).

OVERVIEW

BUSINESS OVERVIEW

Atleos is an industry-leading financial technology company providing self-directed banking solutions to a global customer base including financial institutions, merchants, manufacturers, retailers and consumers. Self-directed banking is a rapidly growing, secular trend that allows banking customers to transact seamlessly between various channels all for the same transaction. Our comprehensive solutions enable the acceleration of self-directed banking through automated teller machine (“ATM”) and interactive teller machine (“ITM”) technology, including software, services, hardware and our proprietary Allpoint network. While we provide all our solutions on a modular basis, we have also assembled these capabilities into a turnkey, end-to-end platform which we have branded “ATM as a Service.”

Atleos operates two leading business segments focused on facilitating self-service banking through ATMs supported by a shared set of tools, systems and platforms. In addition, we operate a Telecommunications and Technology (“T&T”) segment offering managed network and infrastructure services to enterprise clients across all industries via direct relationships with communications service providers and technology manufacturers.

We manage our operations in the following segments: Self-Service Banking, Network, and T&T.

•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 solutions to manage

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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, 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 business 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.

Spin-off from NCR

On September 15, 2022, NCR Corporation (now known as NCR Voyix Corporation or “Voyix,” and referred to as “NCR” prior to the Separation), announced its plan to separate its businesses into two distinct, publicly traded companies, whereby NCR would execute a Spin-off to NCR shareholders of its self-service banking, network, and telecommunications and technology businesses (the “Spin-off” or “Separation”). On September 22, 2023, the Board of Directors of NCR authorized the Spin-off of Atleos, which was completed on October 16, 2023.

The Spin-off was achieved by means of a pro-rata distribution of all of Atleos’ common stock to Voyix’s shareholders at the close of business on October 2, 2023 (“Record Date”) (collectively, the “Distribution”). Each holder of NCR’s common stock received one share of Atleos’ common stock for every two shares of NCR common stock held as of the Record Date. Upon completion of the Distribution, on October 17, 2023, the Company commenced trading as an independent public company under the ticker symbol “NATL” on the New York Stock Exchange (“NYSE”). Following the Distribution, Voyix does not beneficially own any shares of Atleos common stock and will no longer consolidate Atleos results with any Voyix results.

In connection with the Spin-off, we have incurred and expect to incur in the future one-time separation costs, which include one-time and non-recurring expenses associated with the Spin-off and stand up of functions required to operate as a stand-alone public entity. These non-recurring costs primarily relate to system implementation costs, business and facilities separation, applicable employee related costs, development of our brand and other matters. We expect the separation-related costs will continue through at least fiscal year 2024.

Periods prior to Separation

On October 16, 2023, the Company became a standalone publicly traded company, and its financial statements are now presented on a consolidated basis. Prior to the Separation, the Company’s historical combined financial statements were prepared on a standalone basis and were derived from NCR’s consolidated financial statements and accounting records. The financial statements for all periods presented, including the historical results of the Company prior to October 16, 2023, are now referred to as “Consolidated Financial Statements”, and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

Prior to the Separation, the Consolidated Statements of Operations include all revenues and costs directly attributable to Atleos, including costs for facilities, functions and services used by Atleos. Atleos’ businesses have historically functioned together with the other businesses controlled by NCR. Accordingly, Atleos relied on NCR’s corporate overhead and other support functions for its business. Therefore, certain corporate overhead and shared costs have been allocated to Atleos including (i) certain general and administrative expenses related to NCR support functions that are provided on a centralized basis within NCR (e.g., expenses for corporate facilities, executive oversight, treasury, finance, legal, human resources, compliance, information technology, employee benefit plans, stock compensation plans, and other corporate functions) and (ii) certain operations support costs incurred by NCR, including product sourcing, maintenance and support services, and other supply chain functions. These expenses have been specifically identified, when possible, or allocated based on revenues, headcount, usage or other allocation methods that are considered to be a reasonable reflection of the utilization of services provided or benefit received. Management considers that such allocations have been made on a reasonable basis consistent with benefits received but may not necessarily be indicative of the costs that would have been incurred if Atleos had been operated on a standalone basis for the periods presented. All charges and

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allocations for facilities, functions and services performed by NCR have had been deemed settled in cash by Atleos to NCR in the period in which the cost was recorded in the Consolidated Statements of Operations.

Prior to the Separation, NCR utilized a centralized approach to managing its treasury operations. The cash and cash equivalents held by NCR at the corporate level were not specifically identifiable to Atleos; and therefore, had not been reflected in the Company’s Consolidated Balance Sheets prior to Separation. Cash and cash equivalents and restricted cash in the Consolidated Balance Sheets prior to Separation represent cash and cash equivalents and restricted cash held by legal entities of the Company that were specifically attributable to the Company.

Prior to the Separation, NCR’s external debt and related interest expense had not been attributed to the Company for the periods presented because NCR’s borrowings were neither directly attributable to the Company nor was the Company the legal obligor of such borrowings.

Prior to the Separation, transactions historically settled in cash between the Company and NCR had been reflected in the Consolidated Balance Sheets as Related party receivable, Related party payable, or Borrowings from related party with the aggregate net effect of those related party transactions reflected in the Consolidated Statements of Cash Flows as Related party receivables and payables within operating activities, Amounts advanced for or Repayments received from related party notes receivable in investing activities, or Proceeds from or payments on related party borrowings within financing activities. Other balances between the Company and NCR were considered to be effectively settled in the Consolidated Financial Statements at the time the transactions were recorded. The aggregate net effect of transactions between the Company and NCR that were not historically settled in cash had been reflected in the Consolidated Balance Sheets as Net investment from NCR Corporation and in the Consolidated Statements of Cash Flows as Net transfers from (to) NCR Corporation within financing activities.

Prior to the Separation, income tax expense and tax balances were calculated on a separate tax return basis. The separate tax return method applies the accounting guidance for income taxes to the standalone financial statements as if the Company was a separate taxpayer and a standalone company even though the Company filed as part of NCR’s tax group in certain jurisdictions prior to Separation. The Company’s portion of income tax expense for domestic, and certain jurisdictions outside the United States (“U.S.”), were deemed to have been settled in the period the related tax expense was recorded.

Net investment from NCR Corporation in the Consolidated Balance Sheets represents NCR’s historical investment in the Company, the accumulated net earnings after taxes and the net effect of the transactions with and allocations from NCR.

Periods Post Separation

For the period subsequent to October 16, 2023, as a standalone publicly traded company, Atleos presents its financial statements on a consolidated basis. The Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K have been prepared in accordance with GAAP.

In connection with the Spin-off, we entered into a Separation and Distribution Agreement and various other agreements with Voyix. These agreements provide a framework for our relationship with Voyix and govern various interim and ongoing relationships between Atleos and Voyix. These agreements with Voyix are described in the section of the Information Statement titled “Certain Relationships and Related Transactions-Agreements with NCR.” Following the Separation, 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, manufacturing services, product resale and other support services and supply chain operations will continue to be provided by or to Voyix under the Commercial Agreements.

STRATEGIC INITIATIVES AND TRENDS

Atleos is expected to be a cash-generative business positioned to focus on delivering ATM as a Service to a large, installed customer base across banks and retailers. We believe it will build on our leadership in self-service banking and ATM networks to meet global demand for ATM access and leverage new ATM transaction types, including digital currency solutions, to drive market growth. Atleos is expected to also continue shifting to a highly recurring revenue model to drive stable cash flow and capital returns to shareholders.

Additionally, we plan to capitalize on opportunities presented by the acquisitions of Cardtronics plc (“Cardtronics”) and LibertyX to accelerate our Network business as we go to market with a more robust offering in this segment. Cardtronics is expected to accelerate our ATM as a Service strategy by adding the Allpoint debit network, and LibertyX is expected to enable Atleos to provide a digital currency solutions, including the ability to buy and sell Bitcoin and conduct cross-border remittance using Bitcoin.

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We also plan to continue to improve our execution to drive solid returns and to transform our business to enhance value for all shareholders.

Impacts from Geopolitical and Macroeconomic Challenges

We continue to be exposed to macroeconomic pressures such as higher interest rates, commodity and energy prices, foreign currency fluctuations, and increased logistics costs as a result of geopolitical challenges, including those due in part to the war between Russia and Ukraine and the conflict between Israel and Hamas. We continue to navigate through these challenges with a sharp focus on and goal of safeguarding our employees, helping our customers and managing impacts on our supply chain. Despite the rapidly changing environment, our teams are executing at a high level and we are advancing our strategy.

The bank failures in 2023, in addition to other global macroeconomic conditions, have caused a degree of uncertainty in the investor community and among bank customers, and could significantly impact the national, regional and local banking industry and the global business environment in which Atleos operates. The Company does not believe that the circumstances of these bank failures are indicators of broader issues within the banking system. However, if there is a severe or prolonged economic downturn, it could result in a variety of risks to our business, including driving banking customers to tighten budgets and curtail spending, which would negatively impact our sales and business.

We expect that these factors will continue to negatively impact our business at least in the short-term. The ultimate impact on our overall financial condition and operating results will depend on the duration and severity of these geopolitical and macroeconomic pressures and any governmental and public actions taken in response. We continue to evaluate the long-term impact that these may have on our business model, however, there can be no assurance that the measures we have taken or will take will completely offset the negative impact.

For further information on the risks posed to our business from geopolitical and macroeconomic factors, refer to Part I, Item 1A “Risk Factors”, of this Form 10-K, including the risk factor titled, “A major natural disaster or catastrophic event could have a materially adverse effect on our business, financial condition and results of operations, or have other adverse consequences.” For further information on exposures to interest rate and foreign exchange risk, refer to Item 7A, “Quantitative and Qualitative Disclosures about Market Risk”, in this Form 10-K.

Impacts from Seasonality and Tourism

Our business is generally seasonal, with lower revenue and fewer transactions occurring in the first quarter of each year. Transaction volumes at our ATMs located in regions affected by strong winter weather patterns typically experience declines in volume during winter months due to decreases in the amount of consumer traffic through such locations. We usually have an increase in transaction volume during the warmer summer months, aided by increased vacation and holiday travel. Such seasonality causes our working capital cash flow requirements to vary from quarter to quarter depending on variability in the volume, timing and mix of sales. We expect the fluctuations in transaction volume to continue. For further information on the seasonality of our business, refer to Part I, Item 1 “Business - Seasonality” of this Form 10-K.

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RESULTS OF OPERATIONS

Key Strategic Financial Metrics

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

Recurring revenue as a percentage of total revenue

Percentage of Total RevenueIncrease (Decrease)
In millions2023202220212023202220212023 v 20222022 v 2021
Recurring revenue (1)$2,982$2,795$2,14571.2%67.7%60.4%7%30%
All other products and services1,2091,3361,40428.8%32.3%39.6%(10)%(5)%
Total Revenue$4,191$4,131$3,549100.0%100.0%100.0%1%16%

(1) Refer to our definition of Recurring revenue in the section entitled “Non-GAAP Financial Measures and Use of Certain Terms” below.

Net income (loss) attributable to Atleos and Adjusted EBITDA(2) as a percentage of total revenue

Percentage of Total RevenueIncrease (Decrease)
In millions2023202220212023202220212023 v 20222022 v 2021
Net income (loss) attributable to Atleos$(134)$108$186(3.2)%2.6%5.2%(224)%(42)%
Adjusted EBITDA (2)$732$685$58617.5%16.6%16.5%7%17%

(2) Refer to our definition of Adjusted EBITDA in the section entitled “Non-GAAP Financial Measures and Use of Certain Terms” below.

Non-GAAP Financial Measures and Use of Certain Terms:

Non-GAAP Financial Measures

Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”) Atleos’ management uses the non-GAAP measure Adjusted EBITDA because it provides useful information to investors as an indicator of performance of the Company’s ongoing business operations. Atleos determines Adjusted EBITDA based on GAAP Net income 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 and other exit and disposal costs); plus stock-based compensation expense; plus other special (expense) income items. These adjustments are considered non-operational or non-recurring in nature and are excluded from the Adjusted EBITDA metric utilized by our chief operating decision maker (“CODM”) in evaluating segment performance and are separately delineated to reconcile back to total reported income attributable to Atleos. This format is useful to investors because it allows analysis and comparability of operating trends. It also includes the same information that is used by Atleos management to make decisions regarding our segments and to assess our financial performance. Refer to the table below for the reconciliations of Net income attributable to Atleos (GAAP) to Adjusted EBITDA (non-GAAP).

Special Item Related to Russia The war in Eastern Europe and related sanctions imposed on Russia and related actors by the United States and other jurisdictions required us to commence the orderly wind down of our operations in Russia beginning in the first quarter of 2022. As of December 31, 2023, we have ceased operations in Russia and have completed the liquidation of our only subsidiary in Russia. As a result, our presentation of segment revenue and Adjusted EBITDA for the years ending December 31, 2022 and 2021 exclude the immaterial impact of our operating results in Russia, as well as the impact of impairments taken to write down the carrying value of assets and liabilities, severance charges, and the assessment of collectability on revenue recognition. No charges have been recognized for the twelve months ended December 31, 2023. We consider this to be a non-recurring special item and management has reviewed the results of its business segments excluding these impacts.

Atleos’ definitions and calculations of these non-GAAP measures may differ from similarly-titled measures reported by other companies and cannot, therefore, be compared with similarly-titled measures of other companies. These non-GAAP measures should not be considered as substitutes for, or superior to, results determined in accordance with GAAP.

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Use of Certain Terms

Recurring revenue: 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.

Reconciliation of Net income (loss) attributable to Atleos (GAAP) to Adjusted EBITDA (Non-GAAP)

In millions202320222021
Net income (loss) attributable to Atleos (GAAP)$(134)$108$186
Interest expense, net(1)903149
Interest income(5)
Income tax expense2395064
Depreciation and amortization151159104
Acquisition-related amortization of intangibles9810055
Stock-based compensation expense686682
Separation costs170
Acquisition-related costs895
Transformation and restructuring costs286325
Pension mark-to-market adjustments2778(70)
Russia operations22(4)
Adjusted EBITDA (Non-GAAP)$732$685$586

(1) Includes Related party interest expense, net, as presented in the Consolidated Statements of Operations.

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Consolidated Results

The following table shows our results for the years December 31, the relative percentage that those amounts represent to revenue, and the change in those amounts year-over-year.

Percentage of Revenue (1)Increase (Decrease)
In millions2023202220212023202220212023 v 20222022 v 2021
Product revenue$1,030$1,098$1,03624.6%26.6%29.2%(6)%6%
Service revenue3,1613,0332,51375.4%73.4%70.8%4%21%
Total revenue4,1914,1313,549100.0%100.0%100.0%1%16%
Product gross margin18412616417.9%11.5%15.8%46%(23)%
Service gross margin74979372823.7%26.1%29.0%(6)%9%
Total gross margin93391989222.3%22.2%25.1%2%3%
Selling, general and administrative expenses58558653714.0%14.2%15.1%%9%
Research and development expenses77641071.8%1.5%3.0%20%(40)%
Income from operations2712692486.5%6.5%7.0%1%8%
Interest expense(77)(1.8)%%%n/mn/m
Related party interest expense, net(13)(31)(49)(0.3)%(0.8)%(1.4)%(58)%(37)%
Other (expense) income, net(74)(81)52(1.8)%(2.0)%1.5%(9)%(256)%
Income before income taxes1071572512.6%3.8%7.1%(32)%(37)%
Income tax expense23950645.7%1.2%1.8%378%(22)%
Net income (loss)$(132)$107$187(3.1)%2.6%5.3%(223)%(43)%

(1) The percentage of revenue is calculated for each line item divided by total revenue, except for product gross margin, service gross margin and total gross margin, which are divided by the related component of revenue.

Revenue

Percentage of Total RevenueIncrease (Decrease)
In millions2023202220212023202220212023 v 20222022 v 2021
Product revenue$1,030$1,098$1,03624.6%26.6%29.2%(6)%6%
Service revenue3,1613,0332,51375.4%73.4%70.8%4%21%
Total revenue$4,191$4,131$3,549100.0%100.0%100.0%1%16%

Product revenue includes our hardware and software license revenue streams as well as Bitcoin-related revenues. Service revenue includes hardware and software maintenance revenue, implementation services revenue, cloud revenue, payments processing revenue, interchange and network revenue, as well as professional services revenue.

Revenue results in the fourth quarter of 2023 were negatively impacted by the delayed transfer of eleven legal entities to Atleos following our separation from Voyix, due to local processes of setting up Atleos legal entities. Prior to the Separation, the operating results of each of these entities were included within Atleos’ results under carve-out methodology as all entities were dedicated to the Atleos business. Of these eleven entities, four transferred during the fourth quarter of 2023 and the remaining entities are expected to transfer by the second quarter of 2024. We estimate the delayed transfer of these entities resulted in an approximately $40 million decline in revenue in 2023 compared to the prior year period.

Total revenue increased 1% for the year ended December 31, 2023 compared to the year ended December 31, 2022, primarily driven by our shift to recurring service revenue streams. Product revenue decreased 6% due to decreases of approximately $48 million in hardware revenue and $26 million in software license revenue, partially offset by an increase in Bitcoin-related revenue of $10 million. Declines in hardware and software license revenue are partially due to the shift in the business from one-time hardware and perpetual license sales to ATM as a Service and software subscriptions as well as a $12 million reduction due to the delayed legal entities described above.

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Service revenue increased 4% due to increases of approximately $74 million in ATM as a Service revenue and $55 million of transaction processing services revenue as well as $11 million in other software-related revenues, partially offset by a decline in hardware maintenance and installation revenue of $23 million. The increase in transaction processing services was driven by the favorable mix of payments transactions year-over-year, while the growth in ATM as a Service revenue and declines in hardware maintenance and installation revenues were partially due to the continued shift to our ATM as a Service offering, whereby we own the ATMs and charge per ATM for the service. The delayed transfer of legal entities resulted in a reduction of hardware maintenance and installation revenue and other software-related services revenue of approximately $19 million and $9 million, respectively.

Gross Margin

Percentage of Revenue (1)Increase (Decrease)
In millions2023202220212023202220212023 v 20222022 v 2021
Product gross margin$184$126$16417.9%11.5%15.8%46%(23)%
Service gross margin74979372823.7%26.1%29.0%(6)%9%
Total gross margin$933$919$89222.3%22.2%25.1%2%3%

(1) The percentage of revenue is calculated for each line item divided by the related component of revenue.

Gross margin as a percentage of revenue was 22.3% in 2023 compared to 22.2% in 2022. Gross margin for the year ended December 31, 2023 included $51 million of reserves on net assets transferred and incremental retention costs paid out as part of the Spin-off from Voyix, $65 million related to amortization of acquisition-related intangible assets, $20 million of stock-based compensation expense, and $1 million related to transformation and restructuring costs. Gross margin for the year ended December 31, 2022 included $60 million related to amortization of acquisition-related intangible assets, $27 million of stock-based compensation expense, $17 million related to transformation and restructuring costs, and $10 million related to operating losses, impairments and other actions taken with respect to our operations in Russia. Excluding these items, gross margin as a percentage of revenue increased slightly from 25.0% to 25.5%. Following the series of geopolitical and macroeconomic challenges that had a significant impact on costs in the first and second quarters of 2022, we took action to mitigate these impacts and have had reductions in fuel, shipping costs and component parts cost compared to prior year which has improved our product gross margins by approximately $64 million. These improvements were partially offset in our services gross margin by increased interest rates driving $46 million of higher rental cost on our vault cash agreements.

Selling, General and Administrative Expenses

Percentage of Total RevenueIncrease (Decrease)
In millions2023202220212023202220212023 v 20222022 v 2021
Selling, general and administrative expenses$585$586$53714.0%14.2%15.1%%9%

Selling, general, and administrative expenses were $585 million in 2023, compared to $586 million in 2022. As a percentage of revenue, selling, general and administrative expenses were 14.0% in 2023 and 14.2% in 2022. In 2023, selling, general and administrative expenses included $8 million of transformation and restructuring costs, $43 million of stock-based compensation expense, $33 million of acquisition-related amortization of intangibles, and $97 million in IT separation, consulting, audit, legal, and incremental retention costs related to the Company’s Spin-off from Voyix. In 2022, selling, general and administrative expenses included $38 million of transformation and restructuring costs, $35 million of stock-based compensation expense, $40 million of acquisition-related amortization of intangibles, $8 million of acquisition-related costs, and $3 million of costs related to actions taken with respect to our operations in Russia. Excluding these items, selling, general and administrative expenses decreased as a percentage of revenue from 11.2% in 2022 to 9.6% in 2023, due to higher allocated IT infrastructure costs of $13 million in the second quarter of 2022 related to the enterprise resource planning (“ERP”) system conversion as well as lower real estate costs compared to prior year driven by cost mitigation actions implemented.

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Research and Development Expenses

Percentage of Total RevenueIncrease (Decrease)
In millions2023202220212023202220212023 v 20222022 v 2021
Research and development expenses$77$64$1071.8%1.5%3.0%20%(40)%

Research and development expenses were $77 million in 2023, compared to $64 million in 2022. As a percentage of revenue, these costs were 1.8% in 2023 and 1.5% in 2022. In 2023, research and development expenses included $5 million of stock-based compensation expense and $3 million of costs related to the Company’s separation from Voyix. In 2022, research and development expenses included $8 million of transformation and restructuring costs and $4 million of stock-based compensation expense. After considering these items, research and development expenses increased as a percentage of revenue from 1.3% in 2022 to 1.6% in 2023 due to higher employee benefit related costs in 2023.

Interest Expense and Related Party Interest Expense, Net

Increase (Decrease)
In millions2023202220212023 v 20222022 v 2021
Interest expense$77$$n/mn/m
Related party interest expense, net$13$31$49(58)%(37)%

Interest expense was $77 million in 2023. Interest expense is primarily related to the Company’s senior unsecured notes and borrowings under the Company’s Senior Secured Credit Facility entered into in connection with the Spin-off. The Company had no external interest expense in 2022. Refer to Note 5, “Debt Obligations”, for further details regarding the issuance of debt.

Related party interest expense, net was $13 million in 2023 compared to $31 million in 2022. The decrease was related to repayment of certain related party borrowings during the period.

Other (Expense) Income, net

Other (expense) income, net was expense of $74 million in 2023 and expense of $81 million in 2022, with the components reflected in the following table:

In millions202320222021
Interest income$5$$
Foreign currency fluctuations and foreign exchange contracts(33)(9)(17)
Bank-related fees(14)
Employee benefit plans(22)(63)85
Other, net(10)(9)(16)
Other (expense) income, net$(74)$(81)$52

Employee benefit plans within Other (expense) income, net includes the components of pension, postemployment and postretirement expense, other than service cost, as well as actuarial gains and losses from the annual pension mark-to-market adjustment. In 2023, there was a net actuarial loss of $27 million compared to a net actuarial loss of $78 million in 2022. The net actuarial loss in 2023 was primarily due to a decrease in discount rates in measuring the benefit obligation, partially offset by the impact of economic improvements on the value of plan assets. The actuarial loss in 2022 was primarily due to the impact of economic downturns on the value of plan assets, partially offset by an increase in discount rates in measuring the benefit obligation.

In 2023, the Company incurred bank-related fees of $14 million related to certain structuring and commitment fees as a result of the financing transactions entered into in connection with the Separation.

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Income Taxes

Increase (Decrease)
In millions2023202220212023 v 20222022 v 2021
Income tax expense$239$50$64378%(22)%

Our effective tax rate was 223% in 2023, 32% in 2022, and 25% in 2021. In 2023, the Company completed certain internal restructuring transactions in connection with the Spin-off, resulting in a net of $120 million discrete tax expenses. Approximately $105 million of the discrete tax expense is for non-cash deferred tax items, primarily related to the tax effects upon the transfer of certain intangible assets among our wholly-owned subsidiaries prior to the Spin-off. The 2023 tax rate was also impacted by the establishment of a $44 million valuation allowance from recording a valuation allowance against deferred tax assets in the United Kingdom, Canada, Cyprus, Austria and other jurisdictions. During 2022, our tax rate was impacted by a $1 million benefit from the reversal of valuation allowances against changes in deferred tax assets in certain foreign jurisdictions and a $10 million expense attributable to U.S. and foreign return-to-provision true-up adjustments.

While we are subject to numerous federal, state and foreign tax audits, we believe that appropriate reserves exist for issues that might arise from these audits. Should these audits be settled, the resulting tax effect could impact the tax provision and cash flows in future periods. During 2024, the Company may resolve certain tax matters in foreign jurisdictions that could have an impact on the effective tax rate in 2024.

We regularly review our deferred tax assets for recoverability and establish a valuation allowance if it is more likely than not that some portion or all of a deferred tax asset will not be realized. The determination as to whether a deferred tax asset will be realized is made on a jurisdictional basis and is based on the evaluation of positive and negative evidence. This evidence includes historical taxable income/loss, projected future taxable income, the expected timing of the reversal of existing temporary differences and the implementation of tax planning strategies.

Revenue and Adjusted EBITDA by Segment

The Company manages and reports its businesses in the following segments: Self-Service Banking, Network and Technology & Telecommunications (T&T). Segments are measured for profitability by the Company’s chief operating decision maker (CODM) based on revenue and segment Adjusted EBITDA. Refer to the section above entitled “Non-GAAP Financial Measures and Use of Certain Terms” for our definition of Adjusted EBITDA and the reconciliation of Net income (loss) attributable to Atleos (GAAP) to Adjusted EBITDA (non-GAAP).

The following table shows our segment revenue and Adjusted EBITDA for the years ended December 31, the relative percentage that those amounts represent to revenue, and the change in those amounts year-over-year.

Percentage of Revenue (1)Increase (Decrease)
In millions2023202220212023202220212023 v 20222022 v 2021
Revenue
Self-Service Banking$2,581$2,582$2,53061.6%62.5%71.3%%2%
Network1,2671,19860030.2%29.0%16.9%6%100%
T&T1962192534.7%5.3%7.1%(11)%(13)%
Total Segment Revenue$4,044$3,999$3,38396.5%96.8%95.3%1%18%
Other (2)1471231183.5%3.0%3.3%20%4%
Other adjustment (3)948%0.2%1.4%(100)%(81)%
Consolidated Revenue$4,191$4,131$3,549100.0%100.0%100.0%1%16%
Adjusted EBITDA by segment
Self-Service Banking$630$549$60024.4%21.3%23.7%15%(9)%
Network$379$352$21429.9%29.4%35.7%8%64%
T&T$33$47$5716.8%21.5%22.5%(30)%(18)%

(1) The percentage of revenue is calculated for each line item divided by total revenue, except for Adjusted EBITDA, which are divided by the related component of revenue.

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(2) 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. For periods after the Separation, Other also includes revenues from commercial agreements with Voyix.

(3) Other adjustment reflects the revenue attributable to the Company’s operations in Russia that were excluded from management’s measure of revenue due to our announcement in Q1 of 2022 to suspend sales to Russia and anticipated orderly wind down of our operations in the country.

Segment Revenue

For the year ended December 31, 2023 compared to the year ended December 31, 2022

Self-Service Banking revenue for the year ended December 31, 2023 was flat in comparison to the prior year period. ATM as a Service revenue increased approximately $74 million compared to the prior year period. These increases were partially offset by declines in ATM hardware of $46 million, hardware maintenance and installation of $24 million, and software-related revenue of $6 million compared to the prior year period. Revenue results for the periods were primarily due to the shift from non-recurring revenues to recurring ATM as a Service arrangements whereby we own the ATMs and charge per ATM for the service, as well as the shift to recurring software subscriptions. The delayed transfer of legal entities drove a reduction of approximately $34 million. Software and services revenue as a percent of total Self-Service Banking segment revenue were 70% and 68% in the twelve months ended December 31, 2023 and 2022, respectively.

Network revenue increased 6% for the year ended December 31, 2023 compared to the prior year period. The increase in revenue was due to an approximately $55 million increase in transaction processing services revenue driven by an increase in higher value ATM transactions and a $10 million increase in Bitcoin-related revenue.

T&T revenue decreased 11% for the year ended December 31, 2023 compared to the prior year period. The decrease was due to declines in hardware and software license revenue of $10 million and hardware maintenance and installation service revenue of $13 million, driven by a reduction in activity for some of our larger customers and approximately $2 million related to the delayed transfer of legal entities.

Segment Adjusted EBITDA

For the year ended December 31, 2023 compared to the year ended December 31, 2022

Self-Service Banking Adjusted EBITDA increased 15% for the year ended December 31, 2023 compared to the prior year period. The margin expansion is due to improvement in component and fuel costs, particularly in ATM hardware, as well as an increase in higher margin recurring revenue streams. These improvements were partially offset by an increase in employee benefit-related costs and approximately $12 million decline due to the delayed transfer of legal entities.

Network Adjusted EBITDA increased by 8% for the year ended December 31, 2023 compared to the prior year period due to the increase in higher margin transaction revenue described above. These improvements were partially offset by significantly higher interest rates on our vault cash agreements driving additional cost of $46 million, as well as higher cash-in-transit costs driven by the higher volume of cash dispensed in the period, and an increase in employee benefit-related costs.

T&T Adjusted EBITDA decreased 30% for the year ended December 31, 2023 compared to the prior year period. The decrease in Adjusted EBITDA was driven by the decrease in revenue.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

As part of NCR, our principal sources of cash were cash generated from operations and funding from NCR as Atleos historically participated in NCR’s centralized treasury management and overall financing arrangements. Following the completion of the Spin-off on October 16, 2023, the Company’s capital structure and sources of liquidity changed significantly from our historical capital structure because we are no longer part of NCR’s centralized treasury management and centralized funding programs. We continually evaluate our liquidity requirements in light of our operating needs, growth initiatives and capital resources.

Atleos’ management uses a non-GAAP measure called “Adjusted free cash flow-unrestricted” to assess the financial performance and liquidity of Atleos. We define Adjusted free cash flow-unrestricted as net cash provided by operating activities less capital expenditures for property, plant and equipment, less additions to capitalized software, plus/minus the change in restricted cash settlement activity, plus/minus net reductions or reinvestment in the trade receivables facility established in the fourth quarter of

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2023 due to fluctuations in the outstanding balance of receivables sold, and plus pension contributions and settlements. Restricted cash settlement activity represents the net change in amounts collected on behalf of, but not yet remitted to, certain of the Company’s merchant customers or third-party service providers that are pledged for a particular use or restricted to support these obligations. These amounts can fluctuate significantly period to period based on the number of days for which settlement to the merchant has not yet occurred or day of the week on which a reporting period ends. We believe Adjusted free cash flow-unrestricted information is useful for investors because it indicates the amount of cash available after these adjustments for, among other things, investments in Atleos’ existing businesses, strategic acquisitions, and repayment of debt obligations. Adjusted free cash flow-unrestricted does not represent the residual cash flow available, since there may be other non-discretionary expenditures that are not deducted from the measure. Adjusted free cash flow-unrestricted does not have a uniform definition under GAAP, and therefore Atleos’ definition may differ from other companies’ definitions of this measure. This non-GAAP measure should not be considered a substitute for, or superior to, cash flows from operating activities under GAAP.

Summarized cash flow information for the twelve months ended December 31 is as follows:

In millions202320222021
Net cash provided by operating activities$355$274$449
Net cash used in investing activities$(316)$(417)$(2,493)
Net cash provided by (used in) financing activities$31$183$2,345

Cash provided by operating activities was $355 million in 2023 compared to cash provided by operating activities of $274 million in 2022. The increase in cash provided by operating activities of $81 million in 2023 was primarily driven by the favorable movement in net working capital accounts of $218 million and an increase in non-cash charges of $102 million offset by a decline in net income of $239 million. The increase in net working capital accounts includes the impact of the agreement entered into during the fourth quarter of 2023 to sell short term receivables from certain trade accounts to an unaffiliated financial institution which provided a $166 million benefit to operating cash flows, offset by contributions to the U.S. pension plan pursuant to the Employee Matters and Separation and Distribution agreements of $150 million.

Financing activities for 2023 primarily include financing arrangements entered into in connection with the Spin-off. On September 27, 2023, the Company issued $1,350 million of senior secured 9.50% notes due in 2029. In addition to the senior secured notes, the Company entered into a senior secured $835 million Term Loan A due in 2028, a senior secured $750 million Term Loan B facility due in 2029 and a $500 million senior secured revolving credit facility, of which $155 million was drawn as of December 31, 2023. Refer to Note 5, “Debt Obligations”, for further details regarding the issuance of debt. Prior to the Spin-off, financing activities also include short-term borrowings with, and transfers to and from, NCR, consisting of, among other things, cash transfers and changes in receivables and payables and other transactions between Atleos and NCR. See Note 12, “Related Parties”, in the Notes to Consolidated Financial Statements for further discussion on transactions with NCR. Other investing activities primarily include business acquisitions and investments.

The Company used the aggregate proceeds received from the issuance of senior secured notes and drawings under the senior secured credit facility, in addition to cash on-hand, to make a net distribution payment of $2,996 million to Voyix in connection with the Spin-off as consideration for the net assets contributed to Atleos.

See Note 5, “Debt Obligations”, of the Notes to Consolidated Financial Statements included in Item 8 of Part II of this Report for further information on the Senior Secured Credit Facility and senior secured notes.

The table below reconciles net cash provided by operating activities, the most directly comparable GAAP measure, to Atleos’ non-GAAP measure of Adjusted free cash flow-unrestricted for the years ended December 31:

In millions202320222021
Net cash provided by operating activities (GAAP)$355$274$449
Capital expenditures for property, plant and equipment(108)(58)(80)
Additions to capitalized software(24)(39)(31)
Change in restricted cash settlement activity(27)27(41)
Initial sale of trade account receivables(166)
Pension contributions15443
Adjusted free cash flow-unrestricted (non-GAAP)$184$208$300

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Employee Benefit Plans In September 2023, as part of the Spin-off, Atleos assumed the U.S. and certain international pension plan assets and liabilities, along with the associated deferred costs in Accumulated other comprehensive income (loss), which were previously sponsored by Voyix. Pursuant to the Employee Matters and Separation and Distribution agreements, the Company contributed $150 million to the U.S. pension plan in 2023. The Company also contributed $4 million to its international pension plans in 2023. In 2024, we expect to make contributions of $3 million to our international pension plans, $18 million to our postemployment plan and $2 million to our postretirement plan. See Note 9, “Employee Benefit Plans”, of the Notes to Consolidated Financial Statements included in Item 8 of Part II of this Report for additional discussion on our pension, postemployment and postretirement plans.

Cash and Cash Equivalents Held by Foreign Subsidiaries Cash and cash equivalents held by the Company’s foreign subsidiaries were $285 million and $266 million at December 31, 2023 and 2022, respectively. Under current tax laws and regulations, if cash and 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.

Summary As of December 31, 2023, our cash and cash equivalents totaled $339 million and our total debt was $3,099 million. Our borrowing capacity under our senior secured credit facility was $337 million at December 31, 2023. 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 this Report. If we are unable to generate sufficient cash flows from operations, or otherwise comply with the terms of our credit facilities, we may be required to seek additional financing alternatives. However, we cannot assure that we will be able to obtain additional debt or equity financing on acceptable terms in the future.

Management believes that our cash balances and funds provided by operating activities, along with our borrowing capacity under the senior secured credit facility and access to capital markets, taken as a whole, provide (i) adequate liquidity to meet all of our current and long-term (i.e., beyond December 31, 2024) material cash requirements when due, including third-party debt that we incurred in connection with the Spin-off, (ii) adequate liquidity to fund capital expenditures and (iii) flexibility to meet investment opportunities that may arise. We expect to utilize our cash flows to continue to invest in our business, growth strategies, people and the communities we operate in as well as to repay our indebtedness over time.

Material Cash Requirements from Contractual and Other Obligations In the normal course of business, we enter into various contractual obligations that impact, or could impact, the liquidity of our operations. The following table and discussion outlines our material obligations as of December 31, 2023 on an undiscounted basis, with projected cash payments in the years shown:

In millionsTotal Amounts20242025-20262027-20282029 & Thereafter
Debt obligations$3,099$76$210$934$1,879
Interest on debt obligations1,30727749045486
Lease obligations17640533251
Purchase obligations728728
Total obligations$5,310$1,121$753$1,420$2,016

For purposes of this table, we used interest rates as of December 31, 2023 to estimate the future interest on debt obligations outstanding as of December 31, 2023 and have assumed no voluntary prepayments of existing debt. See Note 5, “Debt Obligations”, of the Notes to Consolidated Financial Statements included in Item 8 of Part II of this Report for additional disclosure related to our debt obligations and the related interest rate terms.

Our lease obligations are primarily for future rental amounts for our corporate offices, as well as for certain sales and manufacturing facilities in various domestic and international locations and leases related to equipment and vehicles.

Purchase obligations represent committed purchase orders and other contractual commitments for goods or services. The purchase obligation amounts were determined through information in our procurement systems and payment schedules for significant contracts, including the Commercial Agreements with Voyix.

We have a liability related to our uncertain tax positions. Due to the nature of the underlying liabilities and the extended time often needed to resolve income tax uncertainties, we cannot make reliable estimates of the amount or timing of cash payments that may be

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required to settle these liabilities. For additional information, refer to Note 7, “Income Taxes”, of the Notes to Consolidated Financial Statements included in Item 8 of Part II of this Report.

The above table excludes Atleos’ obligations pursuant to the Separation and Distribution Agreement whereby Atleos will indemnify Voyix for retained environmental remediation obligations. Atleos’ obligations regarding these environmental remediation matters are subject to significant uncertainties, many of which are out of Atleos’ control and will not be resolved for many years. As such, we are not able to estimate our future contractual obligation with respect to these obligations. For additional information, refer to Note 10, “Commitments and Contingencies”, of the Notes to Consolidated Financial Statements included in Item 8 of Part II of this Report.

Our U.S. and international employee benefit plans, which are described in Note 9, “Employee Benefit Plans”, of the Notes to Consolidated Financial Statements included in Item 8 of Part II of this Report, could require significant future cash payments. In 2023, we made contributions of $150 million to our U.S. pension plan. We do not expect mandatory contributions until 2026 based on current funding requirements and assuming the Company does not complete any further actions, including, but not limited to, a further pre-fund or de-risking action. The funded status of Atleos’ U.S. pension plan is an underfunded position of $333 million as of December 31, 2023. The Company’s international pension plans were in a net funded position of $162 million as of December 31, 2023, and contributions to these international plans of $4 million were made in 2023.

Our senior secured credit facility and the indenture for our senior unsecured notes include affirmative and negative covenants that restrict or limit our ability to, among other things, incur indebtedness; create liens on assets; engage in certain fundamental corporate changes or changes to our business activities; make investments; sell or otherwise dispose of assets; engage in sale-leaseback or hedging transactions; pay dividends or make similar distributions; repay other indebtedness; engage in certain affiliate transactions; or enter into agreements that restrict our ability to create liens, pay dividends or make loan repayments. Our senior secured credit facility also includes financial covenants that require us to maintain a consolidated leverage ratio not to exceed 4.75 to 1.00 on the last day of any fiscal quarter ending on or prior to September 30, 2024.

CRITICAL ACCOUNTING ESTIMATES

Our Consolidated Financial Statements are prepared in accordance with GAAP. In connection with the preparation of these financial statements, we are required to make assumptions, estimates and judgments that affect the reported amounts of assets, liabilities, revenue, expenses and the related disclosure of contingent liabilities. These assumptions, estimates and judgments are based on historical experience and are believed to be reasonable at the time. However, because future events and their effects cannot be determined with certainty, the determination of estimates requires the exercise of judgment. Our critical accounting policies are those that require assumptions to be made about matters that are highly uncertain. Different estimates could have a material impact on our financial results. Judgments and uncertainties affecting the application of these policies and estimates may result in materially different amounts being reported under different conditions or circumstances. Our management continually reviews these assumptions, estimates and judgments to ensure that our financial statements are presented fairly and are materially correct.

In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require significant management judgment in its application. There are also areas in which management’s judgment in selecting among available alternatives would not produce a materially different result. The significant accounting policies are discussed in Note 1, “Basis of Presentation and Significant Accounting Policies”, of the Notes to Consolidated Financial Statements in Item 8 of Part II of this Report, which contains additional information regarding our accounting policies and other disclosures required by GAAP. The estimates that we believe are the most critical to aid in fully understanding and evaluating our reported financial results are discussed in the paragraphs below.

Revenue Recognition We enter into contracts to sell our products and services, which may be sold separately or bundled with other products and services. As a result, interpretation and judgment are sometimes required to determine the appropriate accounting for these transactions, including: (i) whether performance obligations are considered distinct that should be accounted for separately versus together, how the price should be allocated among the performance obligations, and when to recognize revenue for each performance obligation; (ii) developing an estimate of the stand-alone selling price, or SSP, of each distinct performance obligation; (iii) combining contracts that may impact the allocation of the transaction price between product and services; and (iv) estimating and accounting for variable consideration, including rights of return, rebates, expected penalties or other price concessions as a reduction of the transaction price.

Our estimates of SSP for each performance obligation require judgment that considers multiple factors, including, but not limited to, historical discounting trends for products and services, pricing practices in different geographies and industries, gross margin objectives, and internal costs. Our estimates for rebates are based on specific criteria outlined in customer contracts or rebate

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agreements, and other factors known at the time. Our estimates for expected penalties and other price concessions are based on historical trends and expectations regarding future occurrence.

Changes in judgments with respect to these assumptions and estimates could impact the timing or amount of revenue recognition. Additional information regarding our revenue recognition policy is included in Note 1, “Basis of Presentation and Significant Accounting Policies”, in the Notes to Consolidated Financial Statements.

Inventory Valuation We assess the valuation of our inventory on a periodic basis and make adjustments to the value to properly provide for potential exposure due to slow-moving, excess, obsolete or unusable inventory. Inventories are written down to net realizable value based on forecasted usage of parts, sales orders, technological obsolescence and inventory aging. These factors can be impacted by market conditions, technology changes, changes in strategic direction, and customer demand and require estimates and management judgment that may include elements that are uncertain. On a quarterly basis, we review the current net realizable value of inventory and adjust for any inventory exposure due to age, obsolescence, or excess of cost over net realizable value.

Goodwill Atleos tests Goodwill at the reporting unit level for impairment on an annual basis during the fourth quarter or more frequently if certain events occur indicating that the carrying value of Goodwill may be impaired. A significant amount of judgment is involved in determining if an indicator of impairment has occurred. Such indicators may include a decline in expected cash flows, a significant adverse change in legal factors or in the business climate, a decision to sell a business, unanticipated competition, or slower growth rates, among others.

In the evaluation of Goodwill for impairment, we have the option to perform a qualitative assessment to determine whether further impairment testing is necessary or to perform a quantitative assessment by comparing the fair value of a reporting unit to its carrying amount, including Goodwill. Under the qualitative assessment, an entity is not required to calculate the fair value of a reporting unit unless the entity determines that it is more likely than not that its fair value is less than its carrying amount. If under the quantitative assessment the fair value of a reporting unit is less than its carrying amount, then the amount of the impairment loss, if any, is determined based on the amount by which the carrying amount exceeds the fair value up to the total value of goodwill assigned to the reporting unit. Fair values of the reporting units are estimated using a weighted methodology considering the output from both the income and market approaches. The income approach incorporates the use of a discounted cash flow (“DCF”) analysis. A number of significant assumptions and estimates are involved in the application of the DCF model to forecast operating cash flows, including revenue growth rates, EBITDA margins and discount rates. Several of these assumptions vary among reporting units. The cash flow forecasts are generally based on approved strategic operating plans. The market approach is performed using the Guideline Public Companies (“GPC”) method which is based on earnings multiple data.

Based on the quantitative assessment completed for the annual goodwill impairment test, the Company determined the fair value of all three reporting units was greater than their carrying value. However, the Network reporting unit, which has goodwill of $1,696 million as of December 31, 2023, had fair value in excess of carrying value of less than 10%. Accordingly, this reporting unit has a heightened risk of future impairment if any assumptions, estimates, or market factors change in the future. Assumptions used in impairment testing are made at a point in time and require significant judgment; therefore, they are subject to change based on the facts and circumstances present at each annual and interim impairment test date. Additionally, these assumptions are generally interdependent and do not change in isolation. However, as it is reasonably possible that changes in assumptions could occur, as a sensitivity measure, we have presented the estimated effects of isolated changes in the revenue growth rates, EBITDA margin rates, and discount rate on the fair value of our Network reporting unit. These estimated changes in fair value are not necessarily representative of the actual impairment that would be recorded in the event of a fair value decline.

The following table illustrates the sensitivity to a hypothetical 100 basis points change in certain of our key assumptions (a reduction in the revenue growth rates, reduction in EBITDA margin rates, and an increase in the discount rate) used in the application of the DCF model used to forecast operating cash flows for the Network reporting unit.

In millionsRevenue Growth (1)EBITDA Margin(2)Discount Rate (3)Fair value in excess/(deficit) of carrying value
Impact to Fair Value from a One-Percentage decrease in Revenue Growth1.5%29.8%15.0%$(205)
Impact to Fair Value from a One-Percentage decrease in EBITDA Margin Rate2.5%28.8%15.0%$(85)
Impact to Fair Value from a One-Percentage increase in Discount rate2.5%29.8%16.0%$(165)

(1) The Revenue growth rates used in the application of the DCF model used to forecast operating cash flow for the Network reporting unit ranged from 4.9% to 9.1% in the discrete period, with a terminal growth rate of 2.5%.

(2) The EBITDA margin rates used in the application of the DCF model used to forecast operating cash flow for the Network reporting unit ranged from 27.4% to 30.1% in the discrete period, with a terminal growth rate of 29.8%.

(3) The discount rate used in the application of the DCF model used to forecast operating cash flow for the Network reporting unit was 15.0%.

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Some of the inherent estimates and assumptions used in determining fair value of the reporting units are outside the control of management, including interest rates, cost of capital, tax rates, market revenue and EBITDA comparables and credit ratings. While we believe we have made reasonable estimates and assumptions to calculate the fair value of the reporting units, it is possible a material change could occur. If our actual results are not consistent with our estimates and assumptions used to calculate fair value, it could result in material impairments of our goodwill.

Valuation of Long-lived Assets and Amortizable Other Intangible Assets We perform impairment tests for our long-lived assets if an event or circumstance indicates that the carrying amount of our long-lived assets may not be recoverable. In response to changes in industry and market conditions, we may also strategically realign our resources and consider restructuring, disposing of, or otherwise exiting businesses. Such activities could result in impairment of our long-lived assets or other intangible assets. We also are subject to the possibility of impairment of long-lived assets arising in the ordinary course of business. We consider the likelihood of impairment if certain events occur indicating that the carrying value of the long-lived assets may be impaired and we may recognize impairment if the carrying amount of a long-lived asset or intangible asset is not recoverable from its undiscounted cash flows. Impairment is measured as the difference between the carrying amount and the fair value of the asset. We use both the income approach and market approach to estimate fair value. Our estimates of fair value are subject to a high degree of judgment since they include a long-term forecast of future operations. Accordingly, any value ultimately derived from our long-lived assets may differ from our estimate of fair value.

We make strategic acquisitions that may have a material impact on our consolidated results of operations or financial position. We allocate the purchase price of acquired businesses to the assets acquired and liabilities assumed in the transaction at their estimated fair values. The estimates used to determine the fair value of long-lived assets, such as intangible assets, can be complex and require significant judgments. We use information available to us to make fair value determinations and engage independent valuation specialists, when necessary, to assist in the fair value determination of significant acquired long-lived assets. The determination of fair value requires estimates about cash flow forecasts, discount rates, revenue growth rates, EBITDA margin, customer attrition rate, and other future events that are judgmental in nature. While we use our best estimates and assumptions as a part of the purchase price allocation process, our estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Any adjustments subsequent to the measurement period are recorded to our consolidated statements of income. We are also required to estimate the useful lives of intangible assets to determine the amount of acquisition-related intangible asset amortization expense to record in future periods. Additional information regarding our acquisitions is included in Note 2, “Business Combinations”, in Notes to Consolidated Financial Statements.

Pension, Postemployment and Postretirement Benefits We sponsor domestic and foreign defined benefit pension and postemployment plans as well as domestic postretirement plans. As a result, we have significant pension, postemployment and postretirement benefit costs, which are developed from actuarial valuations. Actuarial assumptions attempt to anticipate future events and are used in calculating the expense and liability relating to these plans. These factors include assumptions we make about interest rates, expected investment return on plan assets, involuntary turnover rates, and rates of future compensation increases. In addition, our actuarial consultants advise us about subjective factors such as withdrawal rates and mortality rates to use in our valuations. We generally review and update these assumptions on an annual basis at the end of each fiscal year. We are required to consider current market conditions, including changes in interest rates, in making these assumptions. The actuarial assumptions that we use may differ materially from actual results due to changing market and economic conditions, higher or lower withdrawal rates, or longer or shorter life spans of participants. These differences may result in a significant impact to the amount of pension, postemployment and postretirement benefits expense we have recorded or may record. Ongoing pension, postemployment and postretirement expense impacts all of our segments. Pension mark-to-market adjustments, settlements, curtailments and special termination benefits are excluded from our segment results as those items are not included in the evaluation of segment performance. See Note 4, “Segment Information and Concentrations”, in the Notes to Consolidated Financial Statements in Item 8 of Part II of this Report for a reconciliation of our segment results to Net income (loss) attributable to Atleos.

The key assumptions used in developing our 2023 expense were discount rates of 5.39% for our U.S. pension plan, and an expected return on assets assumption of 7.00% for our U.S. pension plan in 2023. The U.S. plan represented 70% of the pension obligation as of December 31, 2023. Holding all other assumptions constant, a 0.25% change in the discount rate used for the U.S. pension plan would have increased or decreased 2023 ongoing pension expense by approximately $1 million. A 0.25% change in the expected rate of return on plan assets assumption for the U.S. pension plan would have increased or decreased 2023 ongoing pension expense by approximately $1 million. Our expected return on plan assets has historically been and will likely continue to be material to net income. For 2024, we intend to use a discount rates of 4.95% in determining the U.S. pension expense. We intend to use an expected rate of return on assets assumption of 7.5% for the U.S. pension plan.

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We recognize additional changes in the fair value of plan assets and net actuarial gains or losses of our pension plans upon remeasurement, which occurs at least annually in the fourth quarter of each year. The remaining components of pension expense, primarily net service cost, interest cost, and the expected return on plan assets, are recorded on a quarterly basis as ongoing pension expense. While it is required that we review our actuarial assumptions each year at the measurement date, we generally do not change them between measurement dates. We use a measurement date of December 31 for all of our plans. Changes in assumptions or asset values may have a significant effect on the annual measurement of expense or income in the fourth quarter.

The most significant assumption used in developing our 2023 postemployment plan expense is the assumed rate of involuntary turnover of 3.8%. The involuntary turnover rate is based on historical trends and projections of involuntary turnover in the future. A 0.25% change in the rate of involuntary turnover would have increased or decreased 2023 expense by an immaterial amount. The sensitivity of the assumptions described above is specific to each individual plan and not to our pension, postemployment and postretirement plans in the aggregate. We intend to use an involuntary turnover assumption of 3.8% in determining the 2024 postemployment expense.

Income Taxes We recognize deferred tax assets and liabilities based on the differences between the financial statement carrying amounts and the tax basis of assets and liabilities. The deferred tax assets and liabilities are determined based on the enacted tax rates expected to apply in the periods in which the deferred tax assets or liabilities are anticipated to be settled or realized.

We regularly review our deferred tax assets for recoverability and establish a valuation allowance if it is more likely than not that some portion or all of a deferred tax asset will not be realized. The determination as to whether a deferred tax asset will be realized is made on a jurisdictional basis and is based on the evaluation of positive and negative evidence. This evidence includes historical taxable income, projected future taxable income, the expected timing of the reversal of existing temporary differences and the implementation of tax planning strategies. Projected future taxable income is based on our expected results and assumptions as to the jurisdiction in which the income will be earned. The expected timing of the reversals of existing temporary differences is based on current tax law and our tax methods of accounting. As a result of this determination, we had valuation allowances of $263 million as of December 31, 2023 and $169 million as of December 31, 2022, related to certain deferred income tax assets, primarily tax loss carryforwards, in jurisdictions where there is uncertainty as to the ultimate realization of a benefit from those tax assets.

If we are unable to generate sufficient future taxable income, or if there is a material change in the actual effective tax rates or the time period within which the underlying temporary differences become taxable or deductible, or if the tax laws change unfavorably, then we could be required to increase our valuation allowance against our deferred tax assets, resulting in an increase in our effective tax rate.

The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the Consolidated Financial Statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon settlement. Interest and penalties related to uncertain tax positions are recognized as part of the provision for income taxes and are accrued beginning in the period that such interest and penalties would be applicable under relevant tax law until such time that the related tax benefits are recognized.

Income taxes as presented in the Consolidated Financial Statements of the Company for periods prior to the Separation attribute current and deferred income taxes of NCR to the Company’s stand-alone financial statements in a manner that is systematic, rational and consistent with the asset and liability method prescribed by Financial Accounting Standards Board Accounting Standards Codification Topic 740: Income Taxes (“ASC 740”). Accordingly, the Company’s income tax provision for periods prior to the Separation was prepared following the separate return method. The separate return method applies ASC 740 to the stand-alone financial statements of each member of the consolidated group as if the group members were a separate taxpayer and a stand-alone enterprise. The calculation of our income taxes on a separate return basis requires a considerable amount of judgment and use of both estimates and allocations. As a result, actual transactions included in the Consolidated Financial Statements of NCR may not be included in the Consolidated Financial Statements of the Company. Similarly, the tax treatment of certain items reflected in the Consolidated Financial Statements of the Company may not be reflected in the Consolidated Financial Statements and tax returns of NCR. Therefore, such items as net operating losses, credit carry-forwards and valuation allowances may exist in the stand-alone financial statements that may or may not exist in NCR’s Consolidated Financial Statements. As such, the income taxes of the Company as presented in the Consolidated Financial Statements prior to the Separation may not be indicative of the income taxes that the Company will report in the future.

The provision for income taxes may change period-to-period based on non-recurring events, such as the settlement of income tax audits and changes in tax laws, as well as recurring factors including the geographic mix of income before taxes, state and local taxes and the effects of various global income tax strategies. We maintain certain strategic management and operational activities in overseas subsidiaries and our foreign earnings are taxed at rates that are generally lower than in the United States. As of December

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31, 2023, we did not provide for U.S. federal income taxes or foreign withholding taxes on approximately $2.9 billion of undistributed earnings of our foreign subsidiaries as such earnings are expected to be reinvested indefinitely. The amount of unrecognized deferred tax liability associated with these indefinitely reinvested earnings is approximately $118 million.

Refer to Note 7, “Income Taxes”, in the Notes to Consolidated Financial Statements in Item 8 of Part II of this Report for disclosures related to foreign and domestic pretax income, foreign and domestic income tax (benefit) expense and the effect foreign taxes have on our overall effective tax rate.

Cost Allocations For periods prior to the Separation from Voyix, the Consolidated Financial Statements include certain overhead and shared costs allocated to Atleos including: (i) certain general and administrative expenses related to NCR support functions that are provided on a centralized basis within NCR, including expenses for corporate facilities, executive oversight, treasury, finance, legal, human resources, compliance, information technology, employee benefit plans, stock compensation plans, and other corporate functions and (ii) certain operations support costs incurred by NCR, including professional services, product maintenance and services, product sourcing, warehousing, distribution and other supply chain support functions. These expenses have been allocated to Atleos based on a specific identification basis or, when specific identification is not practicable, a proportional cost allocation method primarily based on sales, directly identifiable actual costs, headcount, usage or other allocation methods that are considered to be a reasonable reflection of the utilization of services provided or benefit received by Atleos during the periods presented, depending on the nature of the services received.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

A discussion of recently issued accounting pronouncements is described in Note 1, “Basis of Presentation and Significant Accounting Policies”, of the Notes to Consolidated Financial Statements in Item 8 of Part II of this Report, and we incorporate by reference such discussion in this MD&A.