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What changed in NCR Atleos Corp's 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of NCR Atleos Corp's 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+432 added−426 removedSource: 10-K (2025-03-03) vs 10-K (2024-03-26)

Top changes in NCR Atleos Corp's 2024 10-K

432 paragraphs added · 426 removed · 341 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

86 edited+15 added−14 removed73 unchanged
Biggest changeAlso, we employ various information technology and protection methods designed to promote data security including firewalls, intrusion prevention systems, denial of service detection, anomaly-based detection, anti-virus/anti-malware, endpoint encryption and detection and response software, Security Information and Event Management system, identity management technology, security analytics, multi-factor authentication and encryption. 7 Table of Contents To further our commitment to data privacy and cybersecurity: • Atleos maintains the ISO 27001 certification for certain locations throughout the United States, Europe, and India • Third-party audits for PCI-DSS, PA-DSS and SSAE-18 SOC2 are conducted for certain service offerings • Atleos maintains a robust information security awareness and training program.
Biggest changeAlso, we employ various information technology and protection methods designed to promote data security, including firewalls, intrusion prevention systems, denial of service detection, anomaly-based detection, anti-virus/anti-malware, endpoint encryption and detection and response software, Security Information and Event Management system, identity management technology, security analytics, multi-factor authentication and encryption.
Government Regulations We are subject to a variety of evolving government laws and regulations, including those related to environmental protection, in the various jurisdictions in which we operate or our products are sold, or where our offerings are used, including, for example, privacy and data protection laws, regulations and directives, and anti-corruption laws such as the United States Foreign Corrupt Practices Act and United Kingdom Bribery Act.
Government Regulations We are subject to a variety of evolving government laws and regulations, including those related to environmental protection, in the various jurisdictions in which we operate or our products are sold, or where our offerings are used, including, for example, privacy and data protection laws, regulations and directives, and anti-corruption laws such as the United States Foreign Corrupt Practices Act and the United Kingdom Bribery Act.
NCR Atleos Corporation’s common stock is listed on the New York Stock Exchange and trades under the symbol “NATL.” Operating Segments We manage our operations in the following segments: Self-Service Banking, Network, and Telecommunications & Technology (“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.
NCR Atleos Corporation’s common stock is listed on the New York Stock Exchange (“NYSE”) and trades under the symbol “NATL.” Operating Segments We manage our operations in the following segments: Self-Service Banking, Network, and Telecommunications & Technology (“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.
We have seen strong transaction growth with this customer type, as many of these businesses promote the convenience of our Allpoint network as a value point to their customers and an integral part of their solution. • Shift traditional ATM business to recurring ATM as a Service model : We intend to continue investing to win new ATM as a Service customers as well as convert existing customers operating under a traditional model.
We have seen strong transaction growth with this customer type, as many of these businesses promote the convenience of our Allpoint network as a value point to their customers and an integral part of their solution. • Shift traditional ATM business to recurring ATM as a Service model : We intend to continue investing to win new ATMaaS customers as well as convert existing customers operating under a traditional model.
The majority of the kiosks we serve are ATMs, however financial institutions and retailers are increasingly looking to video teller solutions to offer more self-service options to their customers and we are well positioned to serve these needs. In a Company-owned arrangement we place ATMs generally at well-known retailers such as Circle K, Costco, CVS, Kroger, Speedway, Target, and Walgreens.
The majority of the kiosks we serve are ATMs, however financial institutions and retailers are increasingly looking to video teller solutions to offer more self-service options to their customers, and we are well positioned to serve these needs. In a Company-owned arrangement, we place ATMs generally at well-known retailers such as Circle K, Costco, CVS, Kroger, Target, and Walgreens.
Atleos encourages investors to visit its website regularly, as information may be updated and new 11 Table of Contents information may be posted at any time. The contents of Atleos’ website are not incorporated by reference into this Form 10-K and shall not be deemed “filed” under the Exchange Act. 12 Table of Contents
Atleos encourages investors to visit its website regularly, as information may be updated and new information may be posted at any time. The contents of Atleos’ website are not incorporated by reference into this Form 10-K and shall not be deemed “filed” under the Exchange Act. 12 Table of Contents
As historical operating businesses within NCR Corporation, we have a successful record of identifying, executing, and integrating acquisitions, and we intend to continue to pursue acquisitions where they can accelerate our growth objectives and are strategically and financially accretive.
As historical operating businesses within NCR, we have a successful record of identifying, executing, and integrating acquisitions, and we intend to continue to pursue acquisitions where they can accelerate our growth objectives and are strategically and financially accretive.
Our Strategy Our business strategy and growth roadmap is defined by the following: • Increase transaction levels at existing locations : We believe there are opportunities to increase the number of transactions that occur at our existing ATM locations.
Our Strategy Our business strategy and growth roadmap are defined by the following: • Increase transaction levels at existing locations : We believe there are opportunities to increase the number of transactions that occur at our existing ATM locations.
Select functionality includes device management, endpoint security, ATM marketing, cash management, transaction processing, personalization and application software. We have developed our software expressly to foster the digital first strategies of customers, including the requisite flexibilities to enable seamless add-ons, upgrades, maintenance and security. We can earn revenue on a recurring, subscription basis based on multi-year contracts.
Select functionality includes device management, endpoint security, ATM marketing, cash management, transaction processing, personalization and application software. We have developed our software expressly to foster the digital first strategies of customers, including the requisite flexibility to enable seamless add-ons, upgrades, maintenance and security. We can earn revenue on a recurring, subscription basis based on multi-year contracts.
The Atleos Board has oversight of executive management’s responsibilities to design, implement and maintain an effective enterprise risk management (“ERM”) framework for our overall operational, information security, strategic, reputational, technology, sustainability, and other risks, including matters relating to, environment, health and safety, business continuity planning (“BCP”), third-party risk management (“TPRM”), and the security of our personnel and physical assets.
The Atleos Board of Directors (the “Board”) has oversight of executive management’s responsibilities to design, implement and maintain an effective enterprise risk management (“ERM”) framework for our overall operational, information security, strategic, reputational, technology, sustainability, and other risks, including matters relating to, environment, health and safety, business continuity planning (“BCP”), third-party risk management (“TPRM”), and the security of our personnel and physical assets.
Atleos requires its supplier partners to maintain compliance with the Restriction of Hazardous Substances (RoHS) Directive, Registration, Evaluation, Authorization and Restriction of Chemicals (REACH) Regulation, and other applicable regulations. Human Capital Resources On December 31, 2023, Atleos had approximately 20,000 employees worldwide. Given the multinational nature of our business, we monitor our global employment footprint.
Atleos requires its supplier partners to maintain compliance with the Restriction of Hazardous Substances (RoHS) Directive, Registration, Evaluation, Authorization and Restriction of Chemicals (REACH) Regulation, and other applicable regulations. Human Capital Resources On December 31, 2024, Atleos had approximately 20,000 employees worldwide. Given the multinational nature of our business, we monitor our global employment footprint.
Consumers benefit from increased convenience and connectivity through proximity to our network of approximately 83,000 self-service banking terminal locations, including the Allpoint network, which we believe is the largest retail surcharge-free independent network of ATMs in the U.S. We believe our comprehensive capabilities differentiate us in the marketplace for self-directed banking technology.
Consumers benefit from increased convenience and connectivity through proximity to our network of approximately 78,000 self-service banking terminal locations, including the Allpoint network, which we believe is the largest retail surcharge-free independent network of ATMs in the U.S. We believe our comprehensive capabilities differentiate us in the marketplace for self-directed banking technology.
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.
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.
We estimate that the contractual ATM as a Service model doubles recurring revenue as compared to a traditional ATM hardware and maintenance contract of comparable size, expanding our total addressable market. This is because historically certain of our customers would purchase some of the components that make up our ATM as a Service offering from third-parties.
We estimate that the contractual ATMaaS model doubles recurring revenue as compared to a traditional ATM hardware and maintenance contract of comparable size, expanding our total addressable market. This is because historically certain of our customers would purchase some of the components that make up our ATMaaS offering from third-parties.
He also previously served as Vice President and Treasurer of Rockwell Automation, Inc. (Rockwell Automation), an industrial automation and digital transformation company, from 2005 to 2007. Before joining Rockwell Automation, he was Vice President for Investor Relations and Financial Planning at Raytheon Company. Mr. Oliver became a director of Atleos on October 16, 2023. Paul J.
He also previously served as Vice President and Treasurer of Rockwell Automation, Inc. (Rockwell Automation), an industrial automation and digital transformation company, from 2005 to 2007. Before joining Rockwell Automation, he was Vice President for Investor Relations and Financial Planning at Raytheon Company. Mr. Oliver became a director of Atleos on October 16, 2023.
Our Code of Conduct sets forth standards designed to uphold our values and foster integrity in our relationships with one another and our valued stakeholders. Our Code of Conduct is available at https://www.ncratleos.com/corporate-governance-docs/ncr-atleos_atleos-code-of-conduct.pdf. Everyone at Atleos is required to annually take our Code of Conduct training, available in 16 languages.
Our Code of Conduct sets forth standards designed to uphold our values and foster integrity in our relationships with one another and our valued stakeholders. Our Code of Conduct is available at https://www.ncratleos.com/corporate-governance-docs/ncr-atleos_atleos-code-of-conduct.pdf. Everyone at Atleos is required to annually take our Code of Conduct training, available in 13 languages.
Atleos will furnish, without charge to a security holder upon written request, the Notice of Meeting and Proxy Statement for the 2024 Annual Meeting of Stockholders (the 2024 Proxy Statement), portions of which are incorporated herein by reference. Atleos also will furnish its Code of Conduct at no cost and any other exhibit at cost.
Atleos will furnish, without charge to a security holder upon written request, the Notice of Meeting and Proxy Statement for the 2025 Annual Meeting of Stockholders (the 2025 Proxy Statement), portions of which are incorporated herein by reference. Atleos also will furnish its Code of Conduct at no cost and any other exhibit at cost.
We believe our scale, operational expertise and efficient use of capital, as a percentage of revenues, allows us to deliver meaningful free cash flows, with opportunities for further expansion as we pursue our growth objectives, undertake strategic acquisitions and return capital to our shareholders.
We believe our scale, operational expertise and efficient use of capital, as a percentage of revenues, allows us to deliver meaningful free cash flows, with opportunities for further expansion as we pursue our growth objectives, undertake strategic acquisitions and return capital to our stockholders.
In addition, the development of ITMs, that utilize remote bank employees to provide customer support and servicing via interactive video, enable customers to complete more complex transactions such as account opening, card issuance and replacement and loan applications.
In addition, the development of ITMs, which utilize remote bank employees to provide customer support and servicing via interactive video, enable customers to complete more complex transactions such as account opening, card issuance and replacement, and loan applications.
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.” On October 16, 2023, we completed our Separation from NCR Corporation (now known as NCR Voyix Corporation or “Voyix” and referred to as “NCR” prior to the Separation) and launched as an independent publicly-traded company.
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.” On October 16, 2023, we completed our separation from NCR Corporation (now known as NCR Voyix Corporation or “Voyix” and referred to as “NCR” prior to the Separation) and launched as an independent publicly-traded company (the “Separation” or “Spin-off”).
Today, our software platform, which runs in the cloud and includes microservices and application programming interfaces (“APIs”) that integrate with our 1 Table of Contents customers’ systems, and our ATM as a Service 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.
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 ATM as a Service 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.
Duvall 46 Chief Accounting Officer Set forth below is a description of the background of each of the Executive Officers. Timothy (Tim) C. Oliver is the President and Chief Executive Officer of Atleos, a position he has held since October 16, 2023.
Duvall 47 Chief Accounting Officer Set forth below is a description of the background of each of the Executive Officers. Timothy (Tim) C. Oliver is the President and Chief Executive Officer of Atleos, a position he has held since October 16, 2023.
Refer to 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 for additional information on remaining performance obligations. 6 Table of Contents Risk Management Oversight. Atleos is committed to a strong oversight mechanism of material risks.
Refer to 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 for additional information on remaining performance obligations. Risk Management Oversight. Atleos is committed to a strong oversight mechanism of material risks.
A detailed discussion of the current estimated impacts of compliance issues relating to environmental regulations, particularly the Kalamazoo River matter, is reported in Item 8 of Part II of this Report as part of Note 10, “Commitments and Contingencies”, of the Notes to Consolidated Financial Statements and is incorporated herein by reference.
A detailed discussion of the current estimated impacts of compliance relating to environmental regulations, particularly the Kalamazoo River matter, is reported in Item 8 of Part II of this Report as part of Note 10, “Commitments and Contingencies”, of the Notes to Consolidated Financial Statements and is incorporated here by reference.
Further, we have a significant portion of product revenue derived from term-based software license arrangements that include customer termination rights and services revenue that is recurring or transaction based business, for which backlog information has not historically been measured.
Further, we have a significant 6 Table of Contents portion of product revenue derived from term-based software license arrangements that include customer termination rights and services revenue that is recurring or transaction-based business, for which backlog information has not historically been measured.
Although in the aggregate our intellectual property is materially important to Atleos and our business, we do not consider any single piece of technology, patent, copyright, trade secret or license to it to be of material importance to our business as a whole.
Although in the aggregate our 5 Table of Contents intellectual property is materially important to Atleos and our business, we do not consider any single piece of technology, patent, copyright, trade secret or license to it to be of material importance to our business as a whole.
As of December 31, 2023, our primary internal manufacturing facility is in Chennai, India and we leverage additional partner facilities located in Budapest, Hungary, and Chihuahua, Mexico.
As of December 31, 2024, our primary internal manufacturing facility is in Chennai, India and we leverage additional partner facilities located in Budapest, Hungary, and Chihuahua, Mexico.
As part of our overall ERM approach, our TPRM program is designed to enable proper risk identification and oversight of Atleos’ vendors and includes the following objectives: • Perform risk-based segmentation and prioritization of all existing and new Atleos vendors • Perform sanctions screenings on all vendors and anti-bribery, anti-corruption (“ABAC”) screenings on applicable vendors • Perform extended due diligence on identified high risk vendors to include responsible sourcing, business continuity, information security, data privacy, and other reviews as applicable • Perform Financial Risk Assessment on identified high risk vendors Additionally we take a risk-based approach to supply chain due diligence.
As part of our overall ERM approach, our TPRM program is designed to enable proper risk identification and oversight of Atleos’ vendors and includes the following objectives: • Perform risk-based segmentation and prioritization of all existing and new Atleos vendors • Perform sanctions screenings on all vendors and ABAC screenings on applicable vendors • Perform extended due diligence on identified high risk vendors to include responsible sourcing, business continuity, information security, data privacy, and other reviews as applicable • Perform Financial Risk Assessment on identified high risk vendors Additionally, we take a risk-based approach to supply chain due diligence.
Our customers, in contrast, benefit from a comprehensive outsourced solution to a single vendor, improving the functionality and availability of a self-directed banking network and the predictability of the cost to operate. Given the demands of our customers, we are continuing our transition to software-led solutions.
Our customers, in contrast, benefit from a comprehensive outsourced solution to a single vendor, improving the functionality and availability of a self-directed banking network and the predictability of the cost to operate. 1 Table of Contents Given the demands of our customers, we are continuing our transition to software-led solutions.
Additionally, Atleos performs regular testing to help ensure employees can identify email “phishing” attacks • Atleos’ corporate insurance policies include certain information security risk policies that cover network security, privacy and cyber events • Our Atleos Privacy Policy can be found on the Company website for further viewing at https://www.ncratleos.com/privacy Environmental Management.
Additionally, Atleos performs regular testing designed to educate employees to identify email “phishing” attacks; • Atleos’ corporate insurance policies include certain information security risk policies that cover network security, privacy and cyber events; and • Our Atleos Privacy Policy can be found on the Company website for further viewing at https://www.ncratleos.com/privacy. Environmental Management.
We are investing in initiatives to more proactively help drive traffic and marketing for our retail partners, by for instance drawing cardholders to retail ATM locations in exchange for incentives and other retail offers. ◦ Bank: We will continue to invest in winning more banks and credit unions, primarily seeking to deploy our ATM as a Service model but also traditional company- and bank-owned models.
We are investing in initiatives to more proactively help drive traffic and marketing for our retail partners, by for instance drawing cardholders to retail ATM locations in exchange for incentives and other retail offers. ◦ Bank: We will continue to invest in winning more banks and credit unions, primarily seeking to deploy our ATMaaS model but also traditional company- and bank-owned models.
We will continue to invest in the sales and customer success teams required to win and retain new customers and expand our ATM footprint with both retailers and banks. Our targeted customer acquisition strategy varies by customer type: ◦ Retail: We believe the retail channel is substantially underpenetrated and an actionable opportunity to grow our network.
We will continue to invest in the sales and customer success teams required to win and retain new customers and expand our ATM footprint with both retailers and banks. Our targeted customer acquisition strategy varies by customer type: 2 Table of Contents ◦ Retail: We believe the retail channel is substantially underpenetrated and an actionable opportunity to grow our network.
Our expenses for research and development were $77 million in 2023, $64 million in 2022, and $107 million in 2021. We anticipate that we will continue to have significant research and development expenditures in the future in order to provide a continuing flow of innovative, high-quality products and services and to help maintain and enhance our competitive position.
Our expenses for research and development were $66 million in 2024, $77 million in 2023, and $64 million in 2022. We anticipate that we will continue to have significant research and development expenditures in the future in order to provide a continuing flow of innovative, high-quality products and services and to help maintain and enhance our competitive position.
For example, the ATM business is subject to the Electronic Fund Transfer Act which governs the rights, obligations and liabilities of participants in Electronic Fund Transfer Systems (including ATMs); portions of our payments-related business are subject to or contractually obligated to comply with certain anti-money laundering laws and regulations such as the Bank Secrecy Act and their international counterparts; portions of certain businesses are customer-facing and may be subject to certain consumer protection requirements such as oversight by the CFPB and FTC and similar state or foreign agencies in the jurisdictions where they operate; and portions of certain businesses are subject to a number of foreign, federal and state licensing requirements including money transmission, money services and virtual currency, which may be subject to regulatory changes in the future in the jurisdictions where they operate.
For example, the ATM business is subject to the Electronic Fund Transfer Act which governs the rights, obligations and liabilities of participants in Electronic Fund Transfer Systems (including ATMs); portions of our payments-related business are subject to or contractually obligated to comply with certain anti-money laundering laws and regulations such as the Bank Secrecy Act and their international counterparts; portions of certain businesses are customer-facing and may be subject to certain consumer protection requirements such as oversight by the Consumer Financial Protection Bureau (“CFPB”) and Federal Trade Commission (“FTC”) and similar state or foreign agencies in the jurisdictions where they operate; and portions of certain businesses are subject to a number of foreign, federal and state licensing requirements including money transmission, money services and virtual currency, which may be subject to regulatory changes in the future in the jurisdictions where they operate.
In addition to the Chief Risk Officer, our Chief Compliance Officer has a direct channel to the Board. Our Chief Compliance Officer is responsible for oversight of compliance with local regulatory and business-specific requirements including those related to anti-money laundering (AML) and anti-bribery/anti-corruption (ABAC) laws globally.
In addition to the Chief Risk Officer, our Chief Compliance Officer has a direct channel to the Board. Our Chief Compliance Officer is responsible for oversight of compliance with local regulatory and business-specific requirements including those related to anti-money laundering (“AML”) and anti-bribery/anti-corruption (“ABAC”) laws globally.
Although we do not currently expect that compliance with government laws and regulations, including environmental regulations and those designated to address climate risk, will have a material effect upon the capital expenditures, cash flow, financial condition, earnings and competitive position of us or our segments, it is possible that such compliance could have a material adverse impact on our capital expenditures, cash flow, financial condition, earnings or competitive position, including, but, not limited to, as our Self-Service Banking, Network or T&T businesses grow or change as we continue to implement our business strategy.
Although we do not currently expect that compliance with government laws and regulations, including environmental regulations and those designated to address climate risk, will have a material effect on the capital expenditures, cash flow, financial condition, earnings and competitive position of the Company or its segments, it is possible that such compliance could have a material adverse impact on our capital expenditures, cash flow, financial condition, earnings or competitive position, including, but, not limited to, as our Self-Service Banking, Network or T&T businesses grow or change.
Atleos’ management will be responsible for developing and managing formal programs designed to identify, assess and respond to material and emerging risks and opportunities that may impact the achievement of Atleos’ strategic objectives. In particular, the Audit Committee will assist the Atleos Board in its oversight of risk management.
In particular, the Audit Committee of the Board (the “Audit Committee”) will assist the Board in its oversight of risk management. Atleos’ management is responsible for developing and managing formal programs designed to identify, assess and respond to material and emerging risks and opportunities that may impact the achievement of Atleos’ strategic objectives.
Further information regarding the potential impact of compliance with governmental laws and regulations is also included in Item 1A of this Report and is incorporated herein by reference. Information about our Executive Officers The Executive Officers of Atleos (as of March 26, 2024) are as follows: Name Age Position and Offices Held Timothy C.
Further information regarding the potential impact of compliance with governmental laws and regulations is also included in Item 1A of this Report and is also incorporated here by reference. Information about our Executive Officers The Executive Officers of Atleos (as of March 3, 2025) are as follows: Name Age Position and Offices Held Timothy C.
Under the direction of Atleos’ Chief Privacy Officer, the program offers thought leadership, advice and guidance on privacy practices such as: complying with privacy laws and regulations; designing solutions with privacy in mind; implementing contracts governing intracompany activities; minimizing the collection of data; providing meaningful notice and choice; and safeguarding information.
Under the direction of Atleos’ Chief Privacy Officer, Atleos’ privacy professionals offer advice and guidance on practices such as: complying with privacy laws and regulations; designing solutions with privacy in mind; implementing contracts governing intracompany activities; minimizing the collection of data; providing meaningful notice and choice; and safeguarding information.
From time to 5 Table of Contents time, we take actions to protect our business by asserting our intellectual property rights against third-party infringers or those who misappropriate our trade secrets.
From time to time, we take actions to protect our business by asserting our intellectual property rights against third-party infringers or those who misappropriate our trade secrets.
We will focus our expansion and investment on high cash jurisdictions, such as Greece and other European Union countries and beyond, where we believe we have an opportunity to build Allpoint-like networks in partnership with broader, country-level banking systems. • Select M&A : Leveraging M&A execution and implementation experiences built at NCR, we intend to continue to complement and accelerate our organic growth strategies through acquisitions.
We will focus our expansion and investment on high cash jurisdictions, such as Italy and other European Union countries and beyond, where we believe we have an opportunity to build Allpoint-like networks in partnership with broader, country-level banking systems. • Select M&A : We intend to continue to complement and accelerate our organic growth strategies through acquisitions.
Document requests are available by calling or writing to: NCR Atleos—Investor Relations 864 Spring Street NW Atlanta, GA 30308 Phone: 800-255-5627 E-Mail: investor.relations@ncratleos.com Website: http://investor.ncratleos.com Atleos’ website, www.ncratleos.com, contains a significant amount of information about Atleos, including financial and other information for investors.
Document requests are available by calling or writing to: NCR Atleos—Investor Relations 864 Spring Street NW Atlanta, GA 30308 Phone: 832-308-4999 E-Mail: investor.relations@ncratleos.com Website: http://investor.ncratleos.com 11 Table of Contents Atleos’ website, www.ncratleos.com, contains a significant amount of information about Atleos, including financial and other information for investors.
We earn revenue on a per transaction basis from the surcharge fees charged to cardholders for the convenience of using our ATMs and from interchange fees charged to cardholders’ financial institutions for processing the transactions conducted on our ATMs, or on a fixed monthly recurring fee.
We typically earn revenue on a per transaction basis from the surcharge fees accepted by cardholders for the convenience of using our ATMs and from interchange fees paid by cardholders’ financial institutions when processing the transactions conducted on our ATMs, or on a fixed monthly recurring fee.
The value proposition through retail partnerships is multi-faceted, most importantly driving increased 2 Table of Contents foot traffic and sales velocity.
The value proposition through retail partnerships is multi-faceted, most importantly driving increased foot traffic and sales velocity.
We also offer solutions to manage and run the ATM channel end-to-end for financial institutions that include back office, cash management, software management and ATM deployment, among others. • Network - Provides a cost-effective way for financial institutions, fintechs, neobanks, and retailers to reach and serve their customers through our network of ATMs and multi-functioning financial services kiosks.
We also offer an ATM as a service (“ATMaaS”) solution to manage and run the ATM channel end-to-end for financial institutions that include back office, cash management, software management and ATM deployment, among others. • Network - Provides a cost-effective way for financial institutions, financial technology companies (“fintechs”), neobanks, and retailers to reach and serve their customers through our network of ATMs and multi-functioning financial services kiosks.
Further, while we do not currently expect to incur material capital expenditures related to compliance with such laws and regulations, there can be no assurances that environmental matters will not lead to a material adverse impact on our capital expenditures, earnings or competitive position.
Further, while we do not currently expect to incur material capital expenditures related to compliance with such laws and regulations, it is possible that environmental matters will lead to a material adverse impact on our capital expenditures, earnings or competitive position.
By combining all of these components into one ATM as a Service offering, the Company expects to expand its opportunities and expects to capture additional revenues.
By combining all of these components into one ATMaaS offering, the Company expects to expand its opportunities and expects to capture additional revenues.
The program is supported by a privacy attorney, privacy program managers within the business, and data protection officers in various locations internationally. Many of these privacy professionals have industry recognized privacy certifications from the International Association of Privacy Professionals.
The privacy program is supported by dedicated privacy attorneys, privacy program managers within the business, and data protection officers in various locations internationally. Many of 7 Table of Contents these privacy professionals have industry recognized privacy certifications from the International Association of Privacy Professionals.
Under the direction of Atleos’ Chief Security & Cash Operations Officer, the Global Information Security organization is responsible for implementing and maintaining an information security program with the goal to protect information technology resources and protect the confidentiality and integrity of data gathered on our people, partners, customers, and business assets.
Under the direction of Atleos’ CISO, the Global Information Security organization is responsible for implementing and maintaining an information security program designed to protect information technology resources and protect the confidentiality and integrity of data gathered on our people, partners, customers, and business assets.
With respect to our LibertyX and LibertyPay businesses, the Company is subject to a number of specific government laws and regulations. As a Bitcoin reseller, the LibertyX business must obtain a money transmitter license in those states that have deemed the direct sale of Bitcoin to be “money transmission” as defined in their state money transmitter regulations.
Our LibertyX business is subject to specific government laws and regulations. As a Bitcoin reseller, the LibertyX business must obtain money transmitter licenses in those states that have deemed the direct sale of Bitcoin to be “money transmission” in their state money transmitter regulations.
As of December 31, 2023, we have ATM networks in 11 countries and service ATMs in 60 countries and, in 2023, we generated 55% of our revenue outside of the United States.
As of December 31, 2024, we have ATM networks in 12 countries and service ATMs in 65 countries and, in 2024, we generated 55% of our revenue outside of the United States.
As money service businesses, the LibertyX and LibertyPay businesses must register with Financial Crimes Enforcement Network and comply with federal anti-money laundering regulations, including the Bank Secrecy Act, the USA Patriot Act, and Office of Foreign Assets Control (“OFAC”) regulations.
As a money service business, LibertyX must register with Financial Crimes Enforcement Network and comply with AML regulations, including the Bank Secrecy Act, the USA Patriot Act, and Office of Foreign Assets Control (“OFAC”) regulations.
Our solutions consist of software, hardware, managed services, branding and the Allpoint network: • Software: We develop, install, support and run software, which we brand as our Digital First ATM software platform, to power a modern user experience for our proprietary and third-party hardware units.
Our solutions consist of self-service software, self-service hardware, our global services network, ATM network, and managed services: • Software: We develop, install, support and run software, which we brand as AMP (ATM Management Platform), to power a modern user experience for our proprietary and third-party hardware units.
The businesses are required to maintain customer identification and transaction monitoring programs, including, but not limited to, collection and verification of know your customer (“KYC”) information, OFAC and politically exposed person (“PEP”) screening, customer due diligence / enhanced due diligence (“CDD/EDD”) processes, and currency transaction records (“CTR”) and suspicious activity report (“SAR”) filings.
The business is required to maintain customer identification and transaction monitoring programs, including, but not limited to, collection and verification of know your customer information, OFAC and politically exposed person screening, customer due diligence/enhanced due diligence processes, and currency transaction records and suspicious activity filings.
Item 1. BUSINESS General General Development of the Business NCR Atleos Corporation (“Atleos,” the “Company,” “we,” “us,” and “our”) is an industry-leading financial technology company providing self-directed banking solutions to a global customer base including financial institutions, retailers and consumers. Self-directed banking is a growing, secular trend that allows banking customers to complete transactions seamlessly between various channels.
Item 1. BUSINESS General General Development of the Business NCR Atleos Corporation (“Atleos,” the “Company,” “we,” “us,” and “our”) 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.
In return, we typically receive branding fees from the financial institution while retaining our standard fee schedule for other cardholders using the bank-branded ATMs. • Allpoint Network: We offer credit unions, banks, digital banks, fintechs, stored-value debit card issuers, and other consumer financial services providers access to Allpoint, our retail-based ATM network, providing convenient and surcharge-free cash withdrawal and deposit access to end consumers and cardholders as well as the ability to convert a digital value to cash, or vice versa, via ReadyCode.
We offer credit unions, banks, digital banks, fintechs, stored-value debit card issuers, and other consumer financial services providers access to Allpoint, our retail-based ATM network, providing convenient and surcharge-free cash withdrawal and deposit access to end consumers and cardholders as well as the ability to convert a digital value to cash, or vice versa, via ReadyCode.
Before joining NCR in June 2021 in connection with the acquisition of Cardtronics, Mr. Mackinnon served as Executive Vice President of Technology and Chief Information Officer at Cardtronics, in which position he continued to serve through August 2021.
He was directly responsible for developing innovative technology solutions with a focus on efficiency and service. Before joining NCR in June 2021 in connection with the acquisition of Cardtronics plc (“Cardtronics”), Mr. Mackinnon served as Executive Vice President of Technology and Chief Information Officer at Cardtronics, in which position he continued to serve through August 2021.
These initiatives receive oversight from the Audit Committee, as well as several members of our Executive Leadership Team including the Chief Operating Officer, General Counsel, Chief Security & Cash Operations Officer, and Chief Information & Technology Officer. Atleos’ Chief Security & Cash Operations Officer, Chief Information & Technology Officer and Chief Privacy Officer are responsible for management of these programs.
Data Protection, Privacy and Security. Atleos’ data protection, cybersecurity, and privacy program initiatives receive oversight from the Audit Committee, as well as from several members of our Executive Leadership Team including the Chief Operating Officer, General Counsel, and Chief Information & Technology Officer.
We intend to continue pursuing opportunities to win new customers, expand our footprint and drive more transactions and foot traffic for our customers. By delivering mission-critical solutions to a durable customer base under long term contracts, we generate diversified and largely recurring revenues across contracted software, services and predictable transactional revenue streams.
By delivering mission-critical solutions to a durable customer base under long term contracts, we generate diversified and largely recurring revenues across contracted software, services and predictable transactional revenue streams.
These bank-branding arrangements allow a financial institution to expand geographically for less than the cost of building a branch location or owning an ATM. Under these arrangements, the financial institution’s customers have fee-free access to use the bank-branded ATMs.
These bank-branding arrangements allow a financial institution or fintech to expand geographically for less than the cost of building a branch location or placing a stand-alone ATM or advertising through costly media channels. Under these arrangements, the financial institution’s or fintech’s customers have surcharge-free access to do everyday banking at the branded ATMs.
Oliver 55 President and Chief Executive Officer Paul J. Campbell 55 Executive Vice President and Chief Financial Officer Stuart Mackinnon 52 Executive Vice President and Chief Operating Officer LaShawne Meriwether 50 Executive Vice President and Chief Human Resources Officer Ricardo J. Nuñez 59 Executive Vice President, General Counsel, Chief Compliance Officer and Secretary Andrew R.
Oliver 56 President and Chief Executive Officer Andrew Wamser 51 Executive Vice President and Chief Financial Officer Stuart Mackinnon 53 Executive Vice President and Chief Operating Officer Andrea Burson 46 Executive Vice President and Chief Human Resources Officer Ricardo J. Nuñez 60 Executive Vice President, General Counsel, Chief Compliance Officer and Secretary Andrew R.
Each managed service arrangement is a customized 4 Table of Contents ATM management solution that can include any combination of the following services: monitoring, maintenance, cash management, cash delivery, customer service, transaction processing, and other types of related services.
Additionally, we offer back office, cash management and delivery, software management, transaction management, ATM deployment, and routine and technical maintenance, among other related services. Each managed service arrangement is a customized ATM management solution that can include any combination of the services we offer.
Mackinnon was responsible for the strategy and implementation of NCR’s global ATM technology and operations, including ensuring around-the-clock operational status, performance monitoring, cash management, technical and call center support, and field operations. He was directly responsible for developing innovative technology solutions with a focus on efficiency and service.
As Executive Vice President of Network Global Technology of NCR, Mr. Mackinnon was responsible for the strategy and implementation of NCR’s global ATM technology and operations, including ensuring around-the- 10 Table of Contents clock operational status, performance monitoring, cash management, technical and call center support, and field operations.
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.
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.
Mackinnon served as the Executive Vice President of Network Global Technology of NCR, a role he held from August 2021 to October 16, 2023. As Executive Vice President of Network Global Technology of NCR, Mr.
Louis and Bachelor of Arts from Miami University (Ohio). Stuart Mackinnon is the Executive Vice President and Chief Operating Officer of Atleos, a position he has held since October 16, 2023. Most recently, Mr. Mackinnon served as the Executive Vice President of Network Global Technology of NCR, a role he held from August 2021 to October 16, 2023.
Under a managed services arrangement, retailers, financial institutions, and ATM distributors rely on us to handle some or all of the operational aspects associated with operating and maintaining ATMs, typically in exchange for a monthly service fee, a fee per transaction, or a fee per service provided.
Additionally, our LibertyX platform gives enrolled LibertyX users the ability to buy and sell Bitcoin. • Managed Services: Our managed services, including ATMaaS solutions, help retailers, financial institutions, and ATM distributors run their end-to-end ATM channel by relying on us to handle some or all of the operational aspects associated 4 Table of Contents with operating and maintaining ATMs, typically in exchange for a monthly service fee, a fee per transaction, or a fee per service provided.
Additionally, we offer back office, cash management, software management, and ATM deployment, among other services. • Branding: With Company-owned ATMs we have an opportunity to augment revenue streams through branding arrangements, specifically by attaching customer logos to our units.
With Company-owned ATMs we have an opportunity to augment revenue streams through branding arrangements, specifically by attaching customer logos to our ATMs and transactions both physically and digitally.
Additionally, we must obtain a virtual currency license in New York and Louisiana as those states have developed a specific license for companies that engage in virtual currency business activity. As a crossborder money remitter, LibertyPay must obtain a money transmitter license in each state where it originates transactions.
Additionally, we must obtain a virtual currency license in New York and Louisiana because those states have developed a specific license requirement for companies that engage in virtual currency business activity. While we have wound down the LibertyPay business operations, we continue to maintain its associated money transmitter licenses.
Intellectual Property, including Patents and Trademarks Intellectual property is of significant importance to us. We maintain a broad portfolio of intellectual property rights, including patents, copyrights, trademarks and trade secret rights. We use intellectual property rights, nondisclosure agreements, assignment agreements and other measures to protect and establish our intellectual property rights and ownership of our intellectual property.
We use intellectual property rights, nondisclosure agreements, assignment agreements and other measures to protect and establish our intellectual property rights and ownership of our intellectual property.
We can also repair or maintain our own units or third-party units. Our hardware products include multi-function ATMs, ITMs, cash dispensers and cash recycling ATMs.
Our hardware products include multi-function ATMs, ITMs, cash dispensers and cash recycling ATMs.
He previously served as General Counsel, Corporate Secretary and Chief Compliance Officer of HD Supply, Inc., a spin-off from The Home Depot — the subsequent Initial Public Offering of which he co-led. Andrew R. DuVall is the Chief Accounting Officer of Atleos, a position he has held since October 16, 2023.
Nunez served as General Counsel, Corporate Secretary and Chief Compliance Officer of HD Supply, Inc., a spin-off from The Home Depot, where he co-led the subsequent initial public offering. From 2005-2007, Mr. Nunez served as Vice President, Legal of The Home Depot. From 1996 – 2005 Mr.
Additional support is provided by our Chief Risk Officer and our Chief Compliance Officer. Atleos supports appropriate privacy protections for those with whom we interact. We foster a culture that values the privacy rights of individuals.
Atleos’ Chief Information & Technology Officer, Chief Information Security Officer (“CISO”) and Chief Privacy Officer are responsible for management of these programs. Additional support is provided by our Chief Risk Officer and our Chief Compliance Officer. Atleos supports certain privacy protections for those with whom we interact.
We also service and operate ATM networks on behalf of financial institutions in either a Company-owned or customer-owned model. We are typically responsible for all aspects of the ATM’s operations. This can include transaction processing, managing cash and cash delivery, supplies, and telecommunications, as well as routine and technical maintenance.
We also service and operate ATM networks on behalf of financial institutions, independent operators (ISOs) or program managers in either a Company-owned or customer-owned model, with services directed by the customer. We are typically responsible for the majority of the aspects of the ATM’s operations.
The ATMs and ITMs we deploy are operated under either Company-owned, customer-owned, or partner-owned models, depending on the in-house capabilities of the customer.
The scale and global reach of our service network differentiates us from our competitors. • ATM Network : The ATMs and ITMs we deploy are operated under either Company-owned, customer-owned, or partner-owned models, depending on the customer need and delivery model selected.
Prior to the separation of Atleos from NCR on October 16, 2023, he served as the Vice President, Assistant Controller, of NCR from June of 2021 through September of 2023. From 2019 to 2021 he was the Executive Director of Financial Planning and Analysis for the Banking Software Business. Mr.
DuVall is the Chief Accounting Officer of Atleos, a position he has held since October 16, 2023. Prior to the separation of Atleos from NCR on October 16, 2023, he served as the Vice President, Assistant Controller, of NCR from June of 2021 through September of 2023.
Duvall Joined NCR in 2012 and held various roles including the Corporate Revenue Controller and Americas Region Controller. Mr. Duvall began his career at PricewaterhouseCoopers (“PwC”) and spent 12 years in various positions on software and technology clients including 3 years as a Senior Manager on PwC’s largest client in Finland.
Duvall began his career at PricewaterhouseCoopers (“PwC”) and spent 12 years in various positions on software and technology clients including 3 years as a Senior Manager on PwC’s largest client in Finland. He completed his undergraduate studies at Mercer University and graduated with his Master in Accountancy from USC Marshall School of Business.
The breadth of our hardware offerings ensures that we can address the increasingly diverse use cases that financial services kiosks serve today, offering a valuable on-ramp to broader software and managed services offerings. • Managed Services: Our managed services, including ATM as a Service solutions, help banks run their end-to-end ATM channel, including transaction processing, managing cash and cash delivery, supplies, and telecommunications as well as routine and technical maintenance.
The breadth of our hardware offerings ensures that we can address the increasingly diverse use cases that financial services kiosks serve today, offering a valuable on-ramp to broader software and managed services offerings. • Global Services Network : Underlaying our self-service software and hardware solutions is our global service network that enables us to install, maintain, and repair our own units or third-party units.
Campbell is the Executive Vice President and Chief Financial Officer for Atleos, a position he has held since October 16, 2023. Most recently, Mr. Campbell served as Vice President of Finance for NCR, from 2019 to October 16, 2023. In his role at NCR, Mr.
Andrew Wamser is the Executive Vice President and Chief Financial Officer for Atleos, a position he has held since January 27, 2025. Prior to joining Atleos, Mr. Wamser served as Senior Vice President and Chief Financial Officer of BlueLinx Holdings Inc., a wholesale distributor of building and industrial products, from July 2023 to January 2025.
LibertyX and LibertyPay must also comply with the consumer protection regulations under 12 CFR Part 1005 (Regulation E). Our LibertyX and LibertyPay businesses are subject to evolving regulations as a provider of Bitcoin-related solutions. We monitor these developments closely, but they could result in changes to our businesses.
LibertyX must also comply with the consumer protection regulations under 12 CFR Part 1005 (Regulation E). We monitor the evolving regulatory environment closely, because it could 9 Table of Contents result in changes to our businesses. For example, states may enact legislation relating to virtual currency kiosks that could limit our ability to operate.
He completed his undergraduate studies at Mercer University and graduated with his Master in Accountancy from USC Marshall School of Business. He is a registered Certified Public Accountant (CPA) in the State of Georgia.
He is a registered Certified Public Accountant (CPA) in the State of Georgia.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeIf such consent is not given, Atleos may not be entitled to the benefit of such contracts and other assets in the future, which could adversely impact Atleos’ financial condition and future results of operations. • After the distribution, Atleos is not able to rely on the earnings, assets or cash flow of NCR and NCR will not provide funds to finance Atleos’ working capital or other cash requirements, which may impact the margins charged to Atleos on debt financings, the amount of indebtedness, types of financing structures and debt markets that may be available, and Atleos’ ability to make payments on and to refinance any debt.
Biggest changeIf such consent is not given, Atleos may not be entitled to the benefit of such contracts and other assets in the future, which could adversely impact Atleos’ financial condition and future results of operations.
Successful execution of our strategy and the businesses associated with the strategic growth platforms depends on a number of different factors including, among others, developing, deploying and supporting the next generation of digital first software and cloud solutions for the industries we serve; market acceptance of our new and existing software and cloud solutions; successfully expanding the payment processing market; enabling our sales force to use a consultative selling model that better incorporates our comprehensive and new solutions; improving our service performance, capabilities and coverage to improve efficiency, incorporate remote diagnostic and other technologies and align with and support our new solutions; managing professional services and other costs associated with large solution roll-outs; integrating, and developing and supporting software gained through acquisitions.
Successful execution of our strategy and the businesses associated with the strategic growth platforms depends on a number of different factors including, among others, developing, deploying and supporting the next generation of digital first software and cloud solutions for the industries we serve; market acceptance of our new and existing software and cloud solutions; successfully expanding the payment processing market; enabling our sales force to use a consultative selling model that better incorporates our comprehensive and new solutions; improving our service performance, capabilities and coverage to improve efficiency, incorporate remote diagnostic and other technologies and align with and support our new solutions; managing professional services and other costs associated with large solution roll-outs; and integrating, developing and supporting software gained through acquisitions.
If we are required to make payments pursuant to these indemnities to NCR, we would need to meet those obligations and our financial results could be adversely impacted. • If the distribution of shares of Atleos, together with certain related transactions, does not qualify as a reorganization within the meaning of sections 368(a)(1)(D) and 355 of the IRS Code that is generally tax-free for U.S. federal income tax purposes, you and NCR could be subject to significant U.S. federal income tax liability and, in certain circumstances, Atleos could be required to indemnify NCR for material taxes pursuant to indemnification obligations under the tax matters agreement. • To preserve the tax-free treatment to NCR and its stockholders of the distribution and certain related transactions, under the tax matters agreement, Atleos is restricted from taking certain actions after the distribution that could adversely impact the intended U.S. federal income tax treatment of the distribution and such related transactions. • The spin-off and related internal restructuring transactions may expose Atleos to potential liabilities arising out of state and federal fraudulent conveyance laws and legal dividend requirements. • Certain of Atleos’ executive officers and directors may have actual or potential conflicts of interest because of their previous positions at NCR. • Some contracts and other assets transferred or assigned from NCR or its affiliates to Atleos in connection with Atleos’ spin-off from NCR may require the consent of a third party.
If we are required to make payments pursuant to these indemnities to Voyix, we would need to meet those obligations and our financial results could be adversely impacted. • If the distribution of shares of Atleos, together with certain related transactions, does not qualify as a reorganization within the meaning of sections 368(a)(1)(D) and 355 of the IRS Code that is generally tax-free for U.S. federal income tax purposes, you and Voyix could be subject to significant U.S. federal income tax liability and, in certain circumstances, Atleos could be required to indemnify Voyix for material taxes pursuant to indemnification obligations under the tax matters agreement. • To preserve the tax-free treatment to Voyix and its stockholders of the distribution and certain related transactions, under the tax matters agreement, Atleos is restricted from taking certain actions after the distribution that could adversely impact the intended U.S. federal income tax treatment of the distribution and such related transactions. • The spin-off and related internal restructuring transactions may expose Atleos to potential liabilities arising out of state and federal fraudulent conveyance laws and legal dividend requirements. • Certain of Atleos’ executive officers and directors may have actual or potential conflicts of interest because of their previous positions at NCR. • Some contracts and other assets transferred or assigned from NCR or its affiliates to Atleos in connection with Atleos’ spin-off from NCR may require the consent of a third party.
While we believe that our geographic diversity may help to mitigate some risks associated with geographic concentrations of operations, our ability to sell our solutions and manufacture internationally, including in new and emerging markets, is subject to risks, which include, among others: • the impact of ongoing and future economic and credit conditions on the stability of national and regional economies and industries within those economies; • political conditions and local regulations that could adversely impact demand for our solutions, our ability to access funds and resources, or our ability to sell products in these markets; • disruptions in transportation and shipping infrastructure; • the impact of natural disasters, catastrophic events, civil unrest, war and terrorist activity on supply chains, the economy or markets in general, or on our ability, or that of our suppliers, to meet commitments and, otherwise, continue to conduct our business in certain countries; • the impact of a downturn in the global economy, or in regional economies, on demand for our products; • competitive labor markets and increasing wages in markets that we operate in; • currency exchange rate fluctuations that could result in lower demand for our products as well as generate currency translation losses; • limited availability of local currencies to pay vendors, employees and third parties and to distribute funds outside of the country; • changes to global or regional trade agreements that could limit our ability to sell products in these markets; • the imposition of import or export tariffs, taxes, trade policies or import and export controls that could increase the expense of, or limit demand for our products; • changes to and compliance with a variety of laws and regulations that may increase our cost of doing business or otherwise prevent us from effectively competing internationally; • government uncertainty or limitations on the ability to enforce legal rights and remedies, including as a result of new, or changes to, laws and regulations; • intellectual property rights of third parties, and our intellectual property rights and scope of protection afforded by it in different countries; • implementing and managing systems, procedures and controls to monitor our operations in foreign markets; • changing competitive requirements and deliverables in developing and emerging markets; • longer collection cycles and the financial viability and reliability of contracting partners and customers; and • managing a geographically dispersed workforce, work stoppages and other labor conditions or issues.
While we believe that our geographic diversity may help to mitigate some risks associated with geographic concentrations of operations, our ability to sell our solutions and manufacture internationally, including in new and emerging markets, is subject to risks, which include, among others: • the impact of ongoing and future economic and credit conditions on the stability of national and regional economies and industries within those economies; • political conditions and local regulations that could adversely impact demand for our solutions, our ability to access funds and resources, or our ability to sell products in these markets; 16 Table of Contents • disruptions in transportation and shipping infrastructure; • the impact of natural disasters, catastrophic events, civil unrest, war and terrorist activity on supply chains, the economy or markets in general, or on our ability, or that of our suppliers, to meet commitments and, otherwise, continue to conduct our business in certain countries; • the impact of a downturn in the global economy, or in regional economies, on demand for our products; • competitive labor markets and increasing wages in markets that we operate in; • currency exchange rate fluctuations that could result in lower demand for our products as well as generate currency translation losses; • limited availability of local currencies to pay vendors, employees and third parties and to distribute funds outside of the country; • changes to global or regional trade agreements that could limit our ability to sell products in these markets; • the imposition of import or export tariffs, taxes, trade policies or import and export controls that could increase the expense of, or limit demand for our products; • changes to and compliance with a variety of laws and regulations that may increase our cost of doing business or otherwise prevent us from effectively competing internationally; • government uncertainty or limitations on the ability to enforce legal rights and remedies, including as a result of new, or changes to, laws and regulations; • intellectual property rights of third parties, and our intellectual property rights and scope of protection afforded by it in different countries; • implementing and managing systems, procedures and controls to monitor our operations in foreign markets; • changing competitive requirements and deliverables in developing and emerging markets; • longer collection cycles and the financial viability and reliability of contracting partners and customers; and • managing a geographically dispersed workforce, work stoppages and other labor conditions or issues.
NCR has agreed to indemnify Atleos for certain liabilities as discussed further in the section of the Information Statement entitled “Certain Relationships and Related Transactions—Agreements with NCR.” However, third parties could also seek to hold Atleos responsible for liabilities that NCR has agreed to retain, and there can be no assurance that the indemnity from NCR will be sufficient to protect Atleos against the full amount of such liabilities, or that NCR will be able to fully satisfy its indemnification obligations.
Voyix has agreed to indemnify Atleos for certain liabilities as discussed further in the section of the Information Statement entitled “Certain Relationships and Related Transactions—Agreements with NCR.” However, third parties could also seek to hold Atleos responsible for liabilities that Voyix has agreed to retain, and there can be no assurance that the indemnity from Voyix will be sufficient to protect Atleos against the full amount of such liabilities, or that Voyix will be able to fully satisfy its indemnification obligations.
Atleos has assumed and agreed to indemnify NCR for certain liabilities as discussed further in the section of the Information Statement entitled “Certain Relationships and Related Transactions—Agreements with NCR.” Payments pursuant to these indemnities may be significant and could adversely impact our business, financial condition, results of operations and cash flows, particularly indemnities relating to our actions that could impact the tax-free nature of the distribution or relating to environmental matters.
Atleos has assumed and agreed to indemnify Voyix for certain liabilities as discussed further in the section of the Information Statement entitled “Certain Relationships and Related Transactions—Agreements with NCR.” Payments pursuant to these indemnities may be significant and could adversely impact our business, financial condition, results of operations and cash flows, particularly indemnities relating to our actions that could impact the tax-free nature of the distribution or relating to environmental matters.
Following the spin-off, even though the Atleos Board of Directors consists of a majority of directors who are independent, and any of Atleos’ executive officers who were employees of NCR ceased to be employees of NCR upon the spin-off, some of Atleos’ executive officers and directors will continue to have a financial interest in shares of NCR common stock and equity awards.
Following the spin-off, even though the Atleos Board of Directors consists of a majority of directors who are independent, and any of Atleos’ executive officers who were employees of NCR ceased to be employees of NCR upon the spin-off, some of Atleos’ executive officers and directors will continue to have a financial interest in shares of Voyix common stock and equity awards.
Atleos is unable to predict if and when large amounts of its common stock may be sold in the open market. Atleos is also unable to predict whether a sufficient number of buyers would be in the market at that time. In this regard, a portion of NCR common stock is held by index funds tied to stock indices.
Atleos is unable to predict if and when large amounts of its common stock may be sold in the open market. Atleos is also unable to predict whether a sufficient number of buyers would be in the market at that time. In this regard, a portion of Atleos common stock is held by index funds tied to stock indices.
The separation and distribution agreement and various local transfer agreements will provide that in connection with Atleos’ spin-off from NCR, a number of contracts with third-parties and other assets are to be transferred or assigned from NCR or its affiliates to Atleos or its subsidiaries.
The separation and distribution agreement and various local transfer agreements will provide that in connection with Atleos’ spin-off from NCR, a number of contracts with third-parties and other assets are to be transferred or assigned from Voyix or its affiliates to Atleos or its subsidiaries.
The senior secured credit agreement and the indentures for our senior unsecured notes also contain certain affirmative covenants, and the senior secured credit agreement requires us to comply with a leverage ratio that measures our debt relative to our Consolidated EBITDA (as defined in the senior secured credit agreement).
The senior secured credit agreement and the indentures for our senior secured notes also contain certain affirmative covenants, and the senior secured credit agreement requires us to comply with a leverage ratio that measures our debt relative to our Consolidated EBITDA (as defined in the senior secured credit agreement).
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. See Note 7, “Income Taxes”, to the Audited Consolidated Financial Statements set forth herein.
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. See Note 7, “Income Taxes”, to the Consolidated Financial Statements set forth herein.
If the distribution of shares of Atleos, together with certain related transactions, does not qualify as a reorganization within the meaning of sections 368(a)(1)(D) and 355 of the Code that is generally tax-free for U.S. federal income tax purposes, you and NCR could be subject to significant U.S. federal income tax liability and, in certain circumstances, Atleos could be required to indemnify NCR for material taxes pursuant to indemnification obligations under the tax matters agreement.
If the distribution of shares of Atleos, together with certain related transactions, does not qualify as a reorganization within the meaning of sections 368(a)(1)(D) and 355 of the Code that is generally tax-free for U.S. federal income tax purposes, you and Voyix could be subject to significant U.S. federal income tax liability and, in certain circumstances, Atleos could be required to indemnify Voyix for material taxes pursuant to indemnification obligations under the tax matters agreement.
If we were unable to repay or pay the amounts due, the administrative agent or the lenders could, among other things, proceed against the collateral granted to them to secure such indebtedness, which includes certain of our domestic assets and the equity interests of certain of our domestic and foreign subsidiaries. • Upon an event of default under the indentures for our senior unsecured notes, the related trustee or the holders of our senior unsecured notes could declare all outstanding amounts immediately due and payable.
If we were unable to repay or pay the amounts due, the administrative agent or the lenders could, among other things, proceed against the collateral granted to them to secure such indebtedness, which includes certain of our domestic assets and the equity interests of certain of our domestic and foreign subsidiaries. • Upon an event of default under the indentures for our senior secured notes, the related trustee or the holders of our senior secured notes could declare all outstanding amounts immediately due and payable.
Certain of Atleos’ executive officers and directors may have actual or potential conflicts of interest because of their previous positions at NCR. Because of their current or former positions with NCR, certain of Atleos’ executive officers and directors own equity interests in NCR.
Certain of Atleos’ executive officers and directors may have actual or potential conflicts of interest because of their previous positions at NCR. Because of their current or former positions with NCR, certain of Atleos’ executive officers and directors own equity interests in Voyix.
For more information regarding the Tax Opinions, see the section of the Information Statement entitled “United States Federal Income Tax Consequences of the Distribution.” If the distribution or any of the above referenced related transactions is determined to be taxable for U.S. federal income tax purposes, a stockholder of NCR that has received shares of Atleos common stock in the distribution and NCR could each incur significant U.S. federal income tax liabilities.
For more information regarding the Tax Opinions, see the section of the Information Statement entitled “United States Federal Income Tax Consequences of the Distribution.” If the distribution or any of the above referenced related transactions is determined to be taxable for U.S. federal income tax purposes, a stockholder of Voyix that has received shares of Atleos common stock in the distribution and Voyix could each incur significant U.S. federal income tax liabilities.
If Atleos does not have in place its own systems and services, and does not have agreements with other providers of these services when the transitional or other agreements terminate, or if Atleos does not implement the new systems or replace NCR’s services successfully, Atleos may not be able to operate its business effectively, which could disrupt its business and have a material adverse effect on its business, financial condition and results of operations.
If Atleos does not have in place its own systems and services, and does not have agreements with other providers of these services when the transitional or other agreements terminate, or if Atleos does not implement the new systems or replace Voyix’s services successfully, Atleos may not be able to operate its business effectively, which could disrupt its business and have a material adverse effect on its business, financial condition and results of operations.
Also, any indemnity obligation to NCR might discourage, delay or prevent a change of control that we or our stockholders may consider favorable. These restrictions may limit Atleos’ ability to pursue certain strategic transactions or other transactions that it may believe to be in the best interests of its stockholders or that might increase the value of its business.
Also, any indemnity obligation to Voyix might discourage, delay or prevent a change of control that we or our stockholders may consider favorable. These restrictions may limit Atleos’ ability to pursue certain strategic transactions or other transactions that it may believe to be in the best interests of its stockholders or that might increase the value of its business.
To the extent Atleos requires a specific arrangement and agrees to less favorable terms in connection with obtaining any consent to retain that arrangement, the basis for that arrangement may be less favorable than currently held by NCR and could adversely impact Atleos’ financial conditions and future results of operations.
To the extent Atleos requires a specific arrangement and agrees to less favorable terms in connection with obtaining any consent to retain that arrangement, the basis for that arrangement may be less favorable than currently held by Voyix and could adversely impact Atleos’ financial conditions and future results of operations.
If we do not swiftly and successfully develop and introduce new solutions in the competitive, rapidly changing environment in which we do business, our business results may be impacted . The development process for our solutions requires high levels of innovation from our product development teams and suppliers of the components embedded or incorporated in our solutions.
If we do not develop and introduce new solutions in the competitive, rapidly changing environment in which we do business, our business results may be impacted . The development process for our solutions requires high levels of innovation from our product development teams and suppliers of the components embedded or incorporated in our solutions.
A significant reduction in access to the necessary cash to operate our ATMs could have a material adverse impact on our business operations, cash flows and financial conditions. Our vault cash rental expense is based primarily on floating interest rates. As a result, our vault cash rental costs are sensitive to change in interest rates.
A significant reduction in access to the necessary cash to operate our ATMs could have a material adverse impact on our business operations, cash flows and financial conditions. Our vault cash rental expense is based primarily on floating interest rates. As a result, our vault cash rental costs are sensitive to changes in interest rates.
Our borrowings under certain of the agreements governing our debt are expected to be priced using variable rates of interest and expose us to interest rate risk. Market interest rates have increased over the past several years and may continue to increase as a result of action by the U.S.
Our borrowings under certain of the agreements governing our debt are priced using variable rates of interest and expose us to interest rate risk. Market interest rates have increased over the past several years and may continue to increase as a result of action by the U.S.
Under the Maryland General Corporation Law (“MGCL”), a Maryland corporation, including NCR, generally may not pay a dividend if, after giving effect to the dividend, the corporation would not be able to pay its debts as such debts become due in the ordinary course of business or, except as provided in the next sentence, the corporation’s total assets would be less than the sum of its total liabilities plus, unless the corporation’s charter permits otherwise, the amount that would be needed, if the corporation were dissolved at the time of the dividend, to satisfy the preferential rights upon dissolution of stockholders whose preferential rights are superior to those receiving the dividend which, in NCR’s case, includes the Series A Convertible Preferred Stock.
Under the Maryland General Corporation Law (“MGCL”), a Maryland corporation, including Voyix, generally may not pay a dividend if, after giving effect to the dividend, the corporation would not be able to pay its debts as such debts become due in the ordinary course of business or, except as provided in the next sentence, the corporation’s total assets would be less than the sum of its total liabilities plus, unless the corporation’s charter permits otherwise, the amount that would be needed, if the corporation were dissolved at the time of the dividend, to satisfy the preferential rights upon dissolution of stockholders whose preferential rights are superior to those receiving the dividend which, in Voyix’s case, includes the Series A Convertible Preferred Stock.
To comply with this statute, Atleos will be required, as of December 31, 2024, to document and test its internal control procedures, its management is required to assess and issue a report concerning its internal control over financial reporting and its independent auditors are required to issue an opinion on Atleos’ internal control over financial reporting.
To comply with this statute, Atleos is required, as of December 31, 2024, to document and test its internal control procedures, its management is required to assess and issue a report concerning its internal control over financial reporting and its independent auditors are required to issue an opinion on Atleos’ internal control over financial reporting.
A creditor or an entity acting on behalf of a creditor (including, without limitation, a trustee or debtor-in-possession in a bankruptcy by NCR or Atleos or any of their respective subsidiaries) may bring a lawsuit alleging that the spin-off or any of the related transactions constituted a fraudulent conveyance.
A creditor or an entity acting on behalf of a creditor (including, without limitation, a trustee or debtor-in-possession in a bankruptcy by Voyix or Atleos or any of their respective subsidiaries) may bring a lawsuit alleging that the spin-off or any of the related transactions constituted a fraudulent conveyance.
If a court accepts these allegations, it could impose a number of remedies, including, without limitation, voiding the distribution and returning Atleos’ assets or Atleos’ shares and subjecting NCR and/or Atleos to liability. The distribution of Atleos common stock is also subject to state corporate distribution statutes.
If a court accepts these allegations, it could impose a number of remedies, including, without limitation, voiding the distribution and returning Atleos’ assets or Atleos’ shares and subjecting Voyix and/or Atleos to liability. The distribution of Atleos common stock is also subject to state corporate distribution statutes.
Our credit agreement governing the senior secured facilities and the indentures for our senior unsecured notes include restrictive covenants that, subject to certain exceptions and qualifications, restrict or otherwise limit our ability and the ability of our subsidiaries to, among other things: • incur additional indebtedness; • create liens on, sell or otherwise dispose of, our assets; • engage in certain fundamental corporate changes or changes to our business activities; • make certain investments or material acquisitions; • engage in sale-leaseback or hedging transactions; • repurchase our common stock, pay dividends or make similar distributions on our capital stock; 23 Table of Contents • repay certain indebtedness; • engage in certain affiliate transactions; and • enter into agreements that restrict our ability to create liens, pay dividends or make loan repayments.
Our credit agreement governing the senior secured facilities and the indentures for our senior secured notes include restrictive covenants that, subject to certain exceptions and qualifications, restrict or otherwise limit our ability and the ability of our subsidiaries to, among other things: • incur additional indebtedness; • create liens on, sell or otherwise dispose of, our assets; • engage in certain fundamental corporate changes or changes to our business activities; • make certain investments or material acquisitions; • engage in sale-leaseback or hedging transactions; • repurchase our common stock, pay dividends or make similar distributions on our capital stock; • repay certain indebtedness; • engage in certain affiliate transactions; and • enter into agreements that restrict our ability to create liens, pay dividends or make loan repayments.
Similarly, in some circumstances, Atleos and another business unit of NCR are joint beneficiaries of contracts, and Atleos will need to enter into a new agreement with the third-party to replicate the existing contract or be assigned the portion of the existing contract related to the Atleos’ business.
Similarly, in some circumstances, Atleos and another business unit of Voyix are joint beneficiaries of contracts, and Atleos will need to enter into a new agreement with the third-party to replicate the existing contract or be assigned the portion of the existing contract related to Atleos’ business.
We have a number of significant assets on our balance sheet as of December 31, 2023 and the value of these assets can be adversely impacted by factors related to our business and operating performance, as well as factors outside of our control.
We have a number of significant assets on our balance sheet as of December 31, 2024 and the value of these assets can be adversely impacted by factors related to our business and operating performance, as well as factors outside of our control.
NCR may fail to perform under various transaction agreements that were executed as part of the spin-off or Atleos may fail to have necessary systems and services in place when NCR is no longer obligated to provide services under the various agreements.
Voyix may fail to perform under various transaction agreements that were executed as part of the spin-off or Atleos may fail to have necessary systems and services in place when Voyix is no longer obligated to provide services under the various agreements.
Failure to adhere to any such restrictions, including in certain circumstances that may be outside of our control, could result in tax being imposed on NCR for which we could bear responsibility and for which we could be obligated to indemnify NCR.
Failure to adhere to any such restrictions, including in certain circumstances that may be outside of our control, could result in tax being imposed on Voyix for which we could bear responsibility and for which we could be obligated to indemnify Voyix.
Continuing ownership of shares of NCR common stock and equity awards could create, or appear to create, potential conflicts of interest if Atleos and NCR pursue the same corporate opportunities or face decisions that could have different implications for Atleos and NCR.
Continuing ownership of shares of Voyix common stock and equity awards could create, or appear to create, potential conflicts of interest if Atleos and Voyix pursue the same corporate opportunities or face decisions that could have different implications for Atleos and Voyix.
Your percentage of ownership in Atleos may be diluted in the future. Your percentage ownership in Atleos may be diluted because of equity issuances for acquisitions, capital market transactions or otherwise, including, without limitation, equity awards that Atleos may grant to its directors, officers and employees.
Your percentage ownership in Atleos may be diluted because of equity issuances for acquisitions, capital market transactions or otherwise, including, without limitation, equity awards that Atleos may grant to its directors, officers and employees.
As a result, the failure to effectively adapt our organization, products, and services to the market, the entrance of new competitors into the market, or the innovation or growth of existing competitors could significantly reduce market share of our offerings, decrease demand for our solutions, significantly reduce our revenue, increase our operating costs, or otherwise adversely impact our business, operations, cash flows, operating profits and financial conditions.
As a result, the failure to effectively adapt our organization, products, and services to the market, the entrance of new competitors into the market, or the innovation or growth of existing competitors could significantly reduce market share of our 15 Table of Contents offerings, decrease demand for our solutions, significantly reduce our revenue, increase our operating costs, or otherwise adversely impact our business, operations, cash flows, operating profits and financial conditions.
In the course of our business activities, Atleos contracts with numerous suppliers, vendors and resellers who may experience a cybersecurity, data protection or privacy issue that could adversely impact our operating results. Even if these potential vulnerabilities do not result in a data breach, 21 Table of Contents their existence can adversely impact marketplace confidence and reputation.
In the course of our business activities, Atleos contracts with numerous suppliers, vendors and resellers who may experience a cybersecurity, data protection or privacy issue that could adversely impact our operating results. Even if these potential vulnerabilities do not result in a data breach, their existence can adversely impact marketplace confidence and reputation.
Also, some of these third parties have access to confidential Atleos and customer data, personal data, and sensitive data, the integrity and security of which are of significant importance to the Company. 20 Table of Contents 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.
Also, some of these third parties have access to confidential Atleos and customer data, personal data, and sensitive data, the integrity and security of which are of significant importance to the Company. 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.
In addition, even if we are not responsible for tax liabilities of NCR under the tax matters agreement, we nonetheless could potentially be liable under applicable tax law for such liabilities if NCR were to fail to pay such taxes.
In addition, even if we are not responsible for tax liabilities of Voyix under the tax matters agreement, we nonetheless could potentially be liable under applicable tax law for such liabilities if Voyix were to fail to pay such taxes.
For example, in light of continuing global fiscal challenges, various levels of government and international organizations such as the Organization for Economic Co-operation and Development (“OECD”) and EU are increasingly focused on tax reform and other legislative or regulatory action to increase tax revenue and establish minimum levels of corporate income tax.
For example, in light of continuing global fiscal challenges, 27 Table of Contents various levels of government and international organizations such as the Organization for Economic Co-operation and Development (“OECD”) and EU are increasingly focused on tax reform and other legislative or regulatory action to increase tax revenue and establish minimum levels of corporate income tax.
Although NCR has taken several actions to improve the funded status of benefit obligations under the pension plans (including rebalancing the United States and international plan assets in order to reduce volatility, making several discretionary contributions to the pension plans and, from time to time, taking de-risking actions, such as plan settlements), the 25 Table of Contents remaining underfunded pension obligation continues to require ongoing cash contributions, which will be the responsibility of Atleos going forward.
Although NCR has previously taken several actions to improve the funded status of benefit obligations under the pension plans (including rebalancing the United States and international plan assets in order to reduce volatility, making several discretionary contributions to the pension plans and, from time to time, taking de-risking actions, such as plan settlements), the remaining underfunded pension obligation continues to require ongoing cash contributions, which will be the responsibility of Atleos going forward.
A potential increase in the liabilities of Voyix with respect to such matters, or any separate finding of liability of Atleos with respect to environmental protection laws, could adversely impact our cash flows and results of operations, and such impacts may be material. Climate change could adversely impact our business long-term.
A potential increase in the liabilities of Voyix with respect to such matters, or any separate finding of liability of Atleos with respect to environmental protection laws, could adversely impact our cash flows and results of operations, and such impacts may be material. 20 Table of Contents Climate change could adversely impact our business long-term.
The frequency of these claims and lawsuits could increase. While we have a significant patent portfolio that might prove effective in deterring intellectual property infringement claims and lawsuits brought against us by practicing entities, including competitors, that portfolio may provide little deterrence against intellectual 27 Table of Contents property infringement claims and lawsuits brought by non-practicing entities.
The frequency of these claims and lawsuits could increase. While we have a significant patent portfolio that might prove effective in deterring intellectual property infringement claims and lawsuits brought against us by practicing entities, including competitors, that portfolio may provide little deterrence against intellectual property infringement claims and lawsuits brought by non-practicing entities.
In addition, where Atleos did not obtain, or does not intend to obtain, consent from third-party counterparties based on Atleos’ belief that no consent is required, the third-party counterparties may challenge a transfer of assets on the basis that the terms of the applicable commercial arrangements require the third-party counterparties’ consent.
In addition, where Atleos did not obtain, or does not intend to obtain, consent from third-party counterparties based on Atleos’ belief that no consent is required, the third-party counterparties may challenge a transfer of assets on the basis that the terms of the applicable commercial arrangements require the 31 Table of Contents third-party counterparties’ consent.
The Tax Opinions relied on certain facts, assumptions, representations and undertakings from NCR and Atleos, including those regarding the past and future conduct of the companies’ respective businesses and other matters.
The Tax Opinions relied on certain facts, assumptions, representations and undertakings from Voyix and Atleos, including those regarding the past and future conduct of the companies’ respective businesses and other matters.
In addition, our customers sometimes finance our product sales through third-party financing companies, and in the case of customer default, these 15 Table of Contents financing companies may be forced to resell the equipment at discounted prices, competing with us and impacting our ability to sell incremental units.
In addition, our customers sometimes finance our product sales through third-party financing companies, and in the case of customer default, these financing companies may be forced to resell the equipment at discounted prices, competing with us and impacting our ability to sell incremental units.
Although the agreements governing our debt are expected to include restrictions on our ability to incur additional debt, those agreements are not expected to prohibit us from incurring additional debt or pursuing other financing arrangements. As a result, the amount of additional debt and other obligations that we could incur could be substantial.
Although the agreements governing our debt include restrictions on our ability to incur additional debt, those agreements do not prohibit us from incurring additional debt or pursuing other financing arrangements. As a result, the amount of additional debt and other obligations that we could incur could be substantial.
If NCR is unable to satisfy its obligations under these agreements, including its indemnification obligations in favor of Atleos, we could incur operational difficulties or losses.
If Voyix is unable to satisfy its obligations under these agreements, including its indemnification obligations in favor of Atleos, we could incur operational difficulties or losses.
If we are required to make payments pursuant to these indemnities to NCR, we would need to meet those obligations and our financial results could be adversely impacted.
If we are required to make payments pursuant to these indemnities to Voyix, we would need to meet those obligations and our financial results could be adversely impacted.
Risks Associated with our Finance & Accounting • We incurred significant indebtedness in connection with the spin-off, and the degree to which we are leveraged following completion of the distribution may materially and adversely impact our business, financial condition and results of operations. • The terms of the documents governing our indebtedness include financial and other covenants that could restrict or limit our financial and business operations. • Despite our current levels of debt, we may still incur substantially more debt, including secured debt, and similar liabilities, which would increase the risks described in these risk factors relating to indebtedness. • If we are unable to continue to access or renew financing sources and obtain capital, our ability to maintain and grow our business may be impaired. • Our cash flows may be insufficient to service our indebtedness, and if we are unable to satisfy our obligations, we may be required to seek other financing alternatives, which may not be successful. • The agreements governing certain of our indebtedness are expected to provide that our borrowings will bear interest at a variable rate which would subject us to interest rate risk. • The terms governing our trade receivables facility, and obligations to remit collections on the sold receivables could restrict or otherwise limit our financial and business operations. • A lowering or withdrawal of the ratings assigned to our debt securities by rating agencies may increase our future capital costs and reduce our access to capital. • Our pension liabilities could adversely affect our liquidity and financial condition. • We may be required to write down the value of certain assets, adversely affecting our operating results. 13 Table of Contents Risks Associated with Law & Compliance • Failure to protect intellectual property, may have an adverse effect on our business. • Changes to our tax rates and additional income tax liabilities could impact profitability. • We face uncertainties with regard to regulations, lawsuits and other related matters. • Changes to cryptocurrency regulations could impact profitability.
Risks Associated with our Finance & Accounting • The degree to which we are leveraged may materially and adversely impact our business, financial condition and results of operations. • The terms of the documents governing our indebtedness include financial and other covenants that could restrict or limit our financial and business operations. • Despite our current levels of debt, we may still incur substantially more debt, including secured debt, and similar liabilities, which would increase the risks described in these risk factors relating to indebtedness. • If we are unable to continue to access or renew financing sources and obtain capital, our ability to maintain and grow our business may be adversely impaired. • Our cash flows may be insufficient to service our indebtedness, and if we are unable to satisfy our obligations, we may be required to seek other financing alternatives, which may not be successful. • The agreements governing certain of our indebtedness provide that our borrowings will bear interest at a variable rate which subjects us to interest rate risk. • The terms governing our trade receivables facility, and obligations to remit collections on the sold receivables, could restrict or otherwise limit our financial and business operations. • A lowering or withdrawal of the ratings assigned to our debt securities by rating agencies may increase our future capital costs and reduce our access to capital. • Our pension liabilities could adversely impact our liquidity and financial condition. • We may be required to write down the value of certain significant assets, adversely impacting our operating results. 13 Table of Contents Risks Associated with Law & Compliance • Failure to protect intellectual property may have an adverse effect on our business. • Changes to our tax rates and additional income tax liabilities could impact profitability. • We face uncertainties with regard to regulations, lawsuits and other related matters. • Changes to cryptocurrency regulations could impact profitability.
If in the future we fail to renew our trade receivable facility or if a termination event occurs and we are unable to obtain a waiver or amendment from the applicable purchasers, we would be required to continue remitting collections to the purchasers until the facility was terminated, and we would no longer benefit from the liquidity provided to us by the ability to sell our receivables.
If in the future 24 Table of Contents we fail to renew our trade receivable facility or if a termination event occurs and we are unable to obtain a waiver or amendment from the applicable purchasers, we would be required to continue remitting collections to the purchasers until the facility was terminated, and we would no longer benefit from the liquidity provided to us by the ability to sell our receivables.
Additionally, new EFT network rules and regulations could require significant amounts of capital to remain in compliance with such rules and regulations. Transactions are routed over 18 Table of Contents various EFT networks to obtain authorization for cash disbursements and to provide account balances.
Additionally, new EFT network rules and regulations could require significant amounts of capital to remain in compliance with such rules and regulations. Transactions are routed over various EFT networks to obtain authorization for cash disbursements and to provide account balances.
In addition, our customers who license and deploy our software may do so in both standard and non-standard configurations in different environments with different computer platforms, system management software and equipment and networking configurations, which may increase the likelihood of technical difficulties.
In 19 Table of Contents addition, our customers who license and deploy our software may do so in both standard and non-standard configurations in different environments with different computer platforms, system management software and equipment and networking configurations, which may increase the likelihood of technical difficulties.
Our deferred tax assets, net of valuation allowances, totaled approximately $431 million and $198 million as of December 31, 2023 and 2022, respectively. 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.
Our deferred tax assets, net of valuation allowances, totaled approximately $424 million and $431 million as of December 31, 2024 and 2023, respectively. 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.
Consequently, if NCR is unable to pay the consolidated United States federal income tax liability for a prior period, Atleos could be required to pay the entire amount of such tax which could be substantial and in excess of the amount which may be allocated to it under the tax matters agreement that we intend to enter into with NCR.
Consequently, if Voyix is unable to pay the consolidated United States federal income tax liability for a prior period, Atleos could be required to pay the entire amount of such tax which could be substantial and in excess of the amount which may be allocated to it under the tax matters agreement that we entered into with NCR.
However, there can be no assurance that the indemnity will be sufficient to insure Atleos against the full amount of such liabilities, or that NCR’s ability to satisfy its indemnification obligation will not be impaired in the future. • In connection with our separation Atleos has and will assume, and indemnify NCR for, certain liabilities.
However, there can be no assurance that the indemnity will be sufficient to insure Atleos against the full amount of such liabilities, or that Voyix’s ability to satisfy its indemnification obligation will not be impaired in the future. • In connection with our separation, Atleos has and will assume, and indemnify Voyix for, certain liabilities.
Risks Associated with our Business & Operations • Our business may be negatively affected by domestic and global economic and credit conditions. • We are subject to significant risks and uncertainties from the payments-related business and industry. • We maintain a significant amount of vault cash, which is necessary to operate our business, involves risk of loss and is subject to cost fluctuations based on interest rate movements. • If we do not retain key employees, or attract quality new employees, we may not meet our objectives. • Defects, errors, installation difficulties or development delays could negatively impact our business. • If third party suppliers upon which we rely are not able to fulfill our needs, our ability to timely bring products to market could be affected. • A major natural disaster or catastrophic event could have a materially adverse effect on our business. • Our historical and ongoing manufacturing activities subject us to environmental exposures. • Climate change could negatively impact our business long-term. • Data protection, cybersecurity and data privacy issues could adversely impact our business.
Risks Associated with our Business Operations • Our business may be adversely impacted by domestic and global economic and credit conditions. • Tariffs and other trade measures could adversely affect our results of operations, financial position and cash flows. • We are subject to significant risks and uncertainties from the payments-related business and industry. • We maintain a significant amount of vault cash, which is necessary to operate our business, involves risk of loss and is subject to cost fluctuations based on interest rate movements. • If we do not retain key employees, or attract quality new and replacement employees, we may not meet our business objectives. • Defects, errors, installation difficulties or development delays could negatively impact our business. • If third party suppliers upon which we rely are not able to fulfill our needs, our ability to timely bring products to market could be affected. • A major natural disaster or catastrophic event could have a materially adverse effect on our business. • Our historical and ongoing manufacturing activities subject us to environmental exposures. • Climate change could negatively impact our business long-term. • Data protection, cybersecurity and data privacy issues could adversely impact our business.
Compliance with these laws and regulations, including changes in accounting standards, taxation requirements, and federal securities laws among others, may create 28 Table of Contents a substantial burden on us, and substantially increase costs to our organization or could have an impact on our future operating results.
Compliance with these laws and regulations, including changes in accounting standards, taxation requirements, and federal securities laws among others, may create a substantial burden on us, and substantially increase costs to our organization or could have an impact on our future operating results.
These systems and services may also be more expensive to install, implement and operate, or less efficient than the systems and services NCR is expected to provide during the transition period. 30 Table of Contents Under applicable tax law, Atleos may be liable for certain tax liabilities of NCR following the spin-off if NCR were to fail to pay such taxes.
These systems and services may also be more expensive to install, implement and operate, or less efficient than the systems and services Voyix is expected to provide during the transition period. Under applicable tax law, Atleos may be liable for certain tax liabilities of Voyix following the spin-off if Voyix were to fail to pay such taxes.
If, Atleos is unable to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act, or its internal control over financial reporting is not effective, the reliability of Atleos’ financial statements may be questioned and Atleos’ stock price may suffer.
RISKS RELATED TO THE SPIN-OFF If Atleos is unable to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act, or its internal control over financial reporting is not effective, the reliability of Atleos’ financial statements may be questioned and Atleos’ stock price may suffer.
Although NCR made the distribution of Atleos common stock in accordance with the MGCL, neither Atleos nor NCR can ensure that a court would reach the same conclusion in determining the satisfaction of the distribution tests for the separation and the distribution to NCR’s stockholders.
Although Voyix made the distribution of Atleos common stock in accordance with the MGCL, neither Atleos nor Voyix can ensure that a court would reach the same conclusion in determining the satisfaction of the distribution tests for the separation and the distribution to Voyix’s stockholders.
In addition, certain types of liabilities are not expected to be considered “Indebtedness” under agreements governing our debt. Accordingly, to the extent permitted under our agreements governing our debt, we could incur significant additional debt, liabilities or similar obligations in the future, some of which could constitute secured debt (such as additional debt under any credit agreement).
In addition, certain types of liabilities are not considered “Indebtedness” 23 Table of Contents under agreements governing our debt. Accordingly, to the extent permitted under our agreements governing our debt, we could incur significant additional debt, liabilities or similar obligations in the future, some of which could constitute secured debt (such as additional debt under any credit agreement).
We expect to continue to spend and may increase our capital expenditures to support our shift to ATM as a Service with the focus on our strategic growth platforms, which are the offerings with the highest growth potential to accelerate the shift.
We expect to continue to spend and may increase our capital expenditures to support our shift to ATM as a 14 Table of Contents Service with the focus on our strategic growth platforms, which are the offerings with the highest growth potential to accelerate the shift.
In addition, our trademarks, including registrations and 26 Table of Contents applications to register them, may be contested or found to be weak, unenforceable or invalid, and we may not be able to prevent third parties from using, infringing or otherwise violating them.
In addition, our trademarks, including registrations and applications to register them, may be contested or found to be weak, unenforceable or invalid, and we may not be able to prevent third parties from using, infringing or otherwise violating them.
We also enter into intellectual property assignment agreements with our employees, contractors and consultants. We cannot guarantee that we have entered into such agreements with all parties necessary to protect our intellectual property or that they will adhere to our confidentiality agreements.
We also enter into intellectual property assignment agreements with our employees, contractors and 26 Table of Contents consultants. We cannot guarantee that we have entered into such agreements with all parties necessary to protect our intellectual property or that they will adhere to our confidentiality agreements.
After the spin-off, there is the possibility that certain liabilities of NCR could become Atleos’ obligations.
After the spin-off, there is the possibility that certain liabilities of Voyix could become Atleos’ obligations.
Our international operations are also subject to economic sanction programs administered by the U.S. Treasury Department’s Office of Foreign Assets Control.
Our international operations are also subject to economic sanction programs administered by the U.S. Treasury 28 Table of Contents Department’s Office of Foreign Assets Control.
In addition, NCR’s insurers may attempt to deny coverage to Atleos for liabilities associated with certain occurrences of indemnified liabilities prior to the spin-off. In connection with our separation, Atleos has and will assume, and indemnify NCR for, certain liabilities.
In addition, Voyix’s insurers may attempt to deny coverage to Atleos for liabilities associated with certain occurrences of indemnified liabilities prior to the spin-off. In connection with our separation, Atleos has and will assume, and indemnify Voyix for, certain liabilities.
This significant amount of debt could: • require us to dedicate a substantial portion of our cash flow to the payment of principal and interest, thereby reducing the funds available for operations and future business opportunities; • make it more difficult for us to satisfy our obligations with respect to our outstanding debt, including any obligations to repurchase such debt under any indentures following the occurrence of certain changes in control; • limit our ability to borrow money or otherwise enter into financing arrangements that would provide us with additional capital if needed for other purposes, including working capital, capital expenditures, debt service requirements, acquisitions and general corporate purposes, on satisfactory or favorable terms or at all; • limit our ability to adjust to changing economic, business and competitive conditions; • place us at a competitive disadvantage with competitors who may have less indebtedness or greater access to financing or access to financing on preferential terms; 22 Table of Contents • make us more vulnerable to an increase in interest rates, a downturn in our operating performance or a decline in the credit and financial markets, general economic, business and other conditions; and • make us more susceptible to adverse changes in our credit ratings, which could impact our ability to obtain financing in the future and increase the cost of such financing.
This significant amount of debt could: • require us to dedicate a substantial portion of our cash flow to the payment of principal and interest, thereby reducing the funds available for operations and future business opportunities; • make it more difficult for us to satisfy our obligations with respect to our outstanding debt, including any obligations to repurchase such debt under any indentures following the occurrence of certain changes in control; • limit our ability to borrow money or otherwise enter into financing arrangements that would provide us with additional capital if needed for other purposes, including working capital, capital expenditures, debt service requirements, acquisitions and general corporate purposes, on satisfactory or favorable terms or at all; • limit our ability to adjust to changing economic, business and competitive conditions; • place us at a competitive disadvantage with competitors who may have less indebtedness or greater access to financing or access to financing on preferential terms; • make us more vulnerable to an increase in interest rates, a downturn in our operating performance or a decline in the credit and financial markets, general economic, business and other conditions; and • make us more susceptible to adverse changes in our credit ratings, which could impact our ability to obtain financing in the future and increase the cost of such financing. 22 Table of Contents If compliance with our obligations under our debt and other financing agreements materially limits our financial or operating activities, or hinders our ability to adapt to changing industry conditions, we may lose market share, our revenue may decline and our operating results may be adversely impacted.
Risks Associated with our Strategy & Technology • If we are unsuccessful in transforming our business model, our results could be negatively impacted. • If we do not swiftly and successfully develop and introduce new solutions in the competitive, rapidly changing environment in which we do business, our business results may be impacted. • If we do not compete effectively within the technology industry, we will not be successful. • If we do not successfully integrate acquisitions, we may not drive future growth. • Our multinational operations, including in new and emerging markets, expose us to business and legal risks.
Risks Associated with our Strategy & Technology • If we are unsuccessful in growing our business, our results could be negatively impacted. • If we do not develop and introduce new solutions in the competitive, rapidly changing environment in which we do business, our business results may be impacted. • If we do not compete effectively within the technology industry, we will not be successful. • If we do not successfully integrate acquisitions or effectively manage alliance activities, we may not drive future growth. • Our multinational operations, including in new and emerging markets, expose us to business and legal risks.
For the years ended December 31, 2023, 2022, and 2021, the percentage of our revenue from outside of the United States was 55%, 55% and 59%, respectively, and we expect our percentage of revenue generated outside the United States to continue to be significant.
For the years ended December 31, 2024, 2023, and 2022, the percentage of our revenue from outside of the United States was 55%, and we expect our percentage of revenue generated outside the United States to continue to be significant.
The agreements governing certain of our indebtedness are expected to provide that our borrowings will bear interest at a variable rate which would subject us to interest rate risk, which could cause our debt service obligations or other costs of capital to increase significantly.
The agreements governing certain of our indebtedness provide that our borrowings will bear interest at a variable rate which subjects us to interest rate risk, which could cause our debt service obligations or other costs of capital to increase significantly.
In addition, under the tax matters agreement, Atleos is required to indemnify NCR against certain tax liabilities as a result of the acquisition of Atleos’ stock or assets, even if Atleos did not participate in or otherwise facilitate the acquisition.
In addition, under the tax matters agreement, Atleos is required to 30 Table of Contents indemnify Voyix against certain tax liabilities as a result of the acquisition of Atleos’ stock or assets, even if Atleos did not participate in or otherwise facilitate the acquisition.
Risks Associated with Atleos Common Stock • Atleos cannot be certain that an active trading market for its common stock will be sustained and Atleos’ stock price may fluctuate significantly. • Any sales of substantial amounts of shares of Atleos common stock in the public market or the perception that such sales might occur, may cause the market price of Atleos common stock to decline. • Atleos cannot guarantee the timing, amount or payment of dividends on its common stock. • Your percentage of ownership in Atleos may be diluted in the future. • Certain provisions in Atleos’ charter and bylaws, and of Maryland law, may prevent or delay an acquisition of Atleos, which could decrease the trading price of the common stock. • Atleos’ bylaws contains an exclusive forum provision that could limit a stockholder’s ability to bring a claim in a judicial forum that the stockholder believes is favorable for such disputes and may discourage lawsuits against Atleos and any of our directors, officers or other employees. • We may be subject to actions or proposals from stockholders that do not align with our business strategies or the interests of our other stockholders. 14 Table of Contents STRATEGY AND TECHNOLOGY If we are unsuccessful in growing our business, our operating results could be adversely impacted.
Risks Associated with Atleos Common Stock • Atleos’ stock price may fluctuate significantly. • Any sales of substantial amounts of shares of Atleos common stock in the public market or the perception that such sales might occur, may cause the market price of Atleos common stock to decline. • Atleos cannot guarantee the timing, amount or payment of dividends on its common stock. • Your percentage of ownership in Atleos may be diluted in the future. • Certain provisions in Atleos’ charter and bylaws, and of Maryland law, may prevent or delay an acquisition of Atleos, which could decrease the trading price of the common stock. • Atleos’ bylaws contains an exclusive forum provision that could limit a stockholder’s ability to bring a claim in a judicial forum that the stockholder believes is favorable for such disputes and may discourage lawsuits against Atleos and any of our directors, officers or other employees. • We may be subject to actions or proposals from stockholders that do not align with our business strategies or the interests of our other stockholders.
However, the transfer or assignment of certain of these contracts or assets may require the consent of a 32 Table of Contents third party to such a transfer or assignment.
However, the transfer or assignment of certain of these contracts or assets may require the consent of a third party to such a transfer or assignment.
In addition to our current competitors, new and less traditional competitors may enter the market, vertically integrated competitors, such as expanded product and service offerings by cash-in-transit providers, may offer comprehensive bundled product and service offerings, or we may face additional competition associated with the creation, integration, and consolidation of competitors through transactions as well as the introduction of alternative payment mechanisms, such as Venmo, Zelle, Square’s Cash App, Facebook Messenger Payments, Apple Pay, virtual currencies such as Bitcoin and other emerging payment technology.
Vertically integrated competitors, such as expanded product and service offerings by cash-in-transit providers, may offer comprehensive bundled product and service offerings, or we may face additional competition associated with the creation, integration, and consolidation of competitors through transactions as well as the introduction of alternative payment mechanisms, such as Venmo, Zelle, Square’s Cash App, Facebook Messenger Payments, Apple Pay, virtual currencies such as Bitcoin and other emerging payment technology.
As of December 31, 2023, the funded status of the U.S. pension plan was an underfunded position of $333 million, and the funded status of the non-U.S. pension plans was a funded position of $162 million.
As of December 31, 2024, the funded status of the U.S. pension plan was an underfunded position of $279 million, and the funded status of the non-U.S. pension plans was a funded position of $162 million.
For a discussion of the tax consequences of the distribution, together with certain related transactions, please refer to the section entitled “United States Federal Income Tax Consequences of the Distribution.” To preserve the tax-free treatment to NCR and its stockholders of the distribution and certain related transactions, under the tax matters agreement, Atleos is restricted from taking certain actions after the distribution that could adversely impact the intended U.S. federal income tax treatment of the distribution and such related transactions. 31 Table of Contents To preserve the tax-free treatment to NCR and its stockholders of the distribution and certain related transactions, under the tax matters agreement that Atleos entered into with NCR, Atleos is restricted from taking certain actions after the distribution that could adversely impact the intended U.S. federal income tax treatment of the distribution, together with certain related transactions.
For a discussion of the tax consequences of the distribution, together with certain related transactions, please refer to the section of the Information Statement entitled “United States Federal Income Tax Consequences of the Distribution.” To preserve the tax-free treatment to Voyix and its stockholders of the distribution and certain related transactions, under the tax matters agreement, Atleos is restricted from taking certain actions after the distribution that could adversely impact the intended U.S. federal income tax treatment of the distribution and such related transactions.
However, these provisions will apply even if the offer may be considered beneficial by some stockholders and could delay or prevent an acquisition that the Atleos Board of Directors determines is not in the best interests of Atleos and its stockholders. These provisions may also prevent or discourage attempts to remove and replace incumbent directors.
However, these provisions will apply even if the offer may be considered beneficial by some stockholders and could delay or prevent an acquisition that the Atleos Board of Directors determines is not in the best interests of Atleos and its stockholders.
The risks we may encounter include those associated with: • disruption to our business and the continued successful execution of our company strategy, goals and responsibilities, including but not limited to disruption of the Company’s growth, its ongoing shift to software and services, the work to increase recurring revenue and Adjusted free cash flow-unrestricted, and growth of our ATM as a Service model; • increased capital and research and development expenses and resource allocation; • assimilation and integration of different business operations, corporate cultures, personnel, infrastructures (such as data centers) and technologies or solutions acquired or licensed, while maintaining quality, and designing and implementing appropriate risk management measures; • retention of key employees and talent associated with the acquired or combined business; • the incurrence of significant transaction fees and costs; • the potential for unknown liabilities within the acquired or combined business that we may not become aware of until after the completion of the acquisition; and • the possibility of conflict with joint venture or alliance partners regarding strategic direction, prioritization of objectives and goals, governance matters or operations. 16 Table of Contents There is risk that the integration, new technology or solutions, including, but not limited to expanded payment processing and entry into ATM as a Service, may not perform as anticipated, may take longer than anticipated and may not meet estimated growth projections or expectations, or investment recipients may not successfully execute their business plans.
The risks we may encounter include those associated with: • disruption to our business and the continued successful execution of our company strategy, goals and responsibilities, including but not limited to disruption of the Company’s growth, its ongoing shift to software and services, the work to increase recurring revenue and Adjusted free cash flow-unrestricted, and growth of our ATM as a Service model; • increased capital and research and development expenses and resource allocation; • assimilation and integration of different business operations, corporate cultures, personnel, infrastructures (such as data centers) and technologies or solutions acquired or licensed, while maintaining quality, and designing and implementing appropriate risk management measures; • retention of key employees and talent associated with the acquired or combined business; • the incurrence of significant transaction fees and costs; • the potential for unknown liabilities within the acquired or combined business that we may not become aware of until after the completion of the acquisition; and • the possibility of conflict with joint venture or alliance partners regarding strategic direction, prioritization of objectives and goals, governance matters or operations.
Atleos may incur substantial litigation and other costs in connection with any such claims and, if Atleos does not prevail, Atleos’ ability to use these assets could be materially and adversely impacted.
Atleos may incur substantial litigation and other costs in connection with any such claims and, if Atleos does not prevail, Atleos’ ability to use these assets could be materially and adversely impacted. RISKS RELATED TO ATLEOS COMMON STOCK Atleos’ stock price may fluctuate significantly.
In addition, NCR and we could incur significant U.S. federal income tax obligations, whether under applicable law or under the tax matters agreement that we intend to enter into with NCR.
In addition, Voyix and we could incur significant U.S. federal income tax obligations, whether under applicable law or under the tax matters agreement that we entered into with Voyix.
For a discussion of the tax matters agreement, see the section of the Company’s 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”), entitled “Certain Relationships and Related Transactions—Agreements with NCR—Tax Matters Agreement”; other provisions of federal law establish similar liability for other matters.
For a discussion of the tax matters agreement, see the section of the Company’s 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”), entitled “Certain Relationships and Related Transactions—Agreements with NCR—Tax Matters Agreement”; other provisions of federal law establish similar liability for other matters. 29 Table of Contents In connection with Atleos’ spin-off from NCR, Voyix has and will indemnify Atleos for certain liabilities.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe Audit Committee of the Board has oversight responsibility for the Company’s Enterprise Risk Management (ERM) framework, including managing cybersecurity threat risks and cybersecurity incidents. Specifically, the Audit Committee oversees the design, implementation and maintenance of an effective ERM framework for the Company’s overall operational, information security, strategic, reputational, technology, and other risks.
Biggest changeSpecifically, the Audit Committee oversees the design, implementation and maintenance of an effective ERM framework for the Company’s overall operational, information security, strategic, reputational, technology, and other risks. To fulfill its oversight responsibility, the Audit Committee also regularly reviews, consults, and discusses with management on strategic direction, challenges, and risks faced by the Company.
All of these channels to the Board are designed to: prevent risks and initiatives from being siloed into one channel and provide a clear and accurate picture of the Company’s evolving risk landscape. Our Chief Risk Officer has 20+ years of experience developing and leading global risk organizations across multiple Fortune 500 companies.
All of these channels to the Board are designed to: prevent risks and initiatives from being siloed into one channel and provide a clear and accurate picture of the Company’s evolving risk landscape. Our Chief Risk Officer has over 20 years of experience developing and leading global risk organizations across multiple Fortune 500 companies.
He holds an undergraduate degree in aerospace engineering from the Georgia Institute of Technology. Our Chief Compliance Officer has 40+ years of experience leading global legal and compliance departments. He holds an undergraduate degree in economics from the Wharton School of Business and a Juris Doctor from Columbia University School of Law.
He holds an undergraduate degree in aerospace engineering from the Georgia Institute of Technology. Our Chief Compliance Officer has over 40 years of experience leading global legal and compliance departments. He holds an undergraduate degree in economics from the Wharton School of Business and a Juris Doctor from Columbia University School of Law.
We utilize various information technology and data protection services to help detect and prevent cyberattacks, including but not limited to firewalls, intrusion prevention systems, denial of service detection, anomaly based detection, anti-virus/anti-malware, endpoint encryption and detection and response software, Security Information and Event Management system, multiple threat intelligence services, threat hunting managed security service provider (MSSP), identity management technology, security analytics, multi-factor authentication and encryption.
We utilize various information technology and data protection services to help detect and prevent cyberattacks, including but not limited to firewalls, intrusion prevention systems, denial of service detection, anomaly based detection, anti-virus/anti-malware, endpoint encryption and detection and response software, Security Information and Event Management system, multiple threat intelligence services, threat hunting managed security service provider (MSSP), identity management technology, security analytics, 34 Table of Contents multi-factor authentication and encryption.
Item 1C. CYBERSECURITY Risk Management and Strategy We recognize the importance of assessing, identifying, and managing material risks associated with cybersecurity threats, as such term is defined in Item 106(a) of Regulation S-K. The Company has an enterprise risk management (“ERM”) program to identify, evaluate, and manage risks, including cybersecurity risks.
Item 1C. CYBERSECURITY Risk Management and Strategy We recognize the importance of assessing, identifying, and managing material risks associated with cybersecurity threats, as such term is defined in Item 106(a) of Regulation S-K. The Company has an ERM program to identify, evaluate, and manage risks, including cybersecurity risks.
There can be no assurance that our protections will always be successful and any failure 36 Table of Contents could result in loss, disclosure, theft, destruction or misappropriation of, or access to, our confidential information and cause disruption of our business, damage to our reputation, legal exposure and financial losses.
There can be no assurance that our protections will always be successful and any failure could result in loss, disclosure, theft, destruction or misappropriation of, or access to, our confidential information and cause disruption of our business, damage to our reputation, legal exposure and financial losses.
Under the direction of Atleos’ Chief Security & Cash Operations Officer, the Global Information Security organization is responsible for implementing and maintaining an information security program with the goal to protect information technology resources and protect the confidentiality and integrity of data gathered on our people, partners, customers, and business assets.
Under the direction of Atleos’ CISO, the Global Information Security organization is responsible for implementing and maintaining an information security program with the goal to protect information technology resources and protect the confidentiality and integrity of data gathered on our people, partners, customers, and business assets.
As part of our overall ERM approach, our third-party risk management program is designed to ensure proper risk identification and oversight of Atleos’ vendors and includes the following objectives: • Perform risk-based segmentation and prioritization of all existing and new Atleos vendors; • Perform sanctions screenings on all vendors and anti-bribery, anti-corruption screenings on applicable vendors; • Perform extended due diligence on identified high risk vendors to include responsible sourcing, business continuity, information security, data privacy, and other reviews as applicable; and • Perform a financial risk assessment on identified high risk vendors The Company also employs advanced screening and due diligence processes and tools, including data privacy and cybersecurity specific evaluations as applicable, as part of our standard third-party onboarding and continuous monitoring processes.
As part of our overall ERM approach, our third-party risk management program is designed to ensure proper risk identification and oversight of Atleos’ vendors and includes the following objectives: • Perform risk-based segmentation and prioritization of all existing and new Atleos vendors; • Perform sanctions screenings on all vendors and anti-bribery, anti-corruption screenings on applicable vendors; • Perform extended due diligence on identified high risk vendors to include responsible sourcing, business continuity, information security, data privacy, and other reviews as applicable; and • Perform a financial risk assessment on identified high risk vendors.
Although the Company has not experienced cybersecurity incidents that are individually, or in the aggregate, material, the Company has experienced cyberattacks in the past, which the Company believes have thus far been mitigated by preventative, detective, and responsive measures put in place by the Company.
Although the Company has not experienced cybersecurity incidents that are individually, or in the aggregate, material, the Company has experienced cyberattacks in the past, which the Company believes have thus far been mitigated by preventative, detective, and responsive measures put in place by the Company. For a detailed discussion of the Company’s cybersecurity related risks, see “Item 1A.
To fulfill its oversight responsibility, the Audit Committee also regularly reviews, consults, and discusses with management on strategic direction, challenges, and risks faced by the Company. The Audit Committee also regularly receives management reports on information security and enhancements to cybersecurity protections, including benchmarking assessments, which it then shares with the Board.
The Audit Committee also regularly receives management reports on information security and enhancements to cybersecurity protections, including benchmarking assessments, which it then shares with the Board.
For a detailed discussion of the Company’s cybersecurity related risks, see “Item 1.A Risk Factors—Data protection, cybersecurity and data privacy issues could adversely impact our business.” Governance The Board Cybersecurity is an important part of our risk management processes and an area of focus for our Board and management.
Risk Factors—Data protection, cybersecurity and data privacy issues could adversely impact our business.” Governance The Board Cybersecurity is an important part of our risk management processes and an area of focus for our Board and management. The Audit Committee has oversight responsibility for the Company’s ERM framework, including managing cybersecurity threat risks and cybersecurity incidents.
When, in management’s or the Board’s judgment, a threatened cybersecurity incident has the potential for material impacts, management, the Board and applicable committees of the Board will engage to assess and manage the incident.
When, in management’s or the Board’s judgment, a threatened cybersecurity incident has the potential for material impacts, management, the Board and applicable committees of the Board will engage to assess and manage the incident. 35 Table of Contents As discussed below, members of management report to the Audit Committee, which reports to the entire Board about cybersecurity threat risks, among other cybersecurity related matters, at least annually.
As discussed below, members of management report to the Audit Committee which reports to the entire Board about cybersecurity threat risks, among other cybersecurity related matters, at least annually. 37 Table of Contents Management At the management level, Atleos also established the Office of Risk Management and appointed a Chief Risk Officer to assist the Company in fulfilling its objectives relating to enterprise risk management (ERM), ethics & compliance (E&C), data privacy, third-party risk management (TPRM), business continuity planning (BCP) and sustainability.
Management At the management level, Atleos also established the Office of Risk Management and appointed a Chief Risk Officer to assist the Company in fulfilling its objectives relating to ERM, ethics & compliance (E&C), data privacy, TPRM, BCP and sustainability.
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Our Chief Security and Cash Operations Officer has extensive expertise in a wide array of information and physical security operations, emphasizing threat and vulnerability management, malware protection and cyber forensics. He has served in various security leadership roles and holds multiple patents for systems and methods related to information security risk assessment.
Added
The Company also employs advanced screening and due diligence processes and tools, including data privacy and cybersecurity specific evaluations as applicable, as part of our standard third-party onboarding and continuous monitoring processes.
Removed
He holds a bachelor’s degree from Midwestern State University.
Added
For example, a member of our audit committee has recently completed executive training at MIT in artificial intelligence and was a former chief executive officer and director of a publicly listed global software company that has an array of products including compliance and cybersecurity related software.
Added
He also served as the chair of the compliance and risk committee (including cyber security) at another public company. Additionally, another member of our audit committee recently completed an online course on boardroom governance in cybersecurity.
Added
Our CISO has over 25 years of experience leading global teams across a variety of IT disciplines as well as executive leadership of global Information Security / Cybersecurity organizations in complex, regulated environments. He holds an undergraduate degree in business administration from Appalachian State University.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeItem 2. PROPERTIES As of December 31, 2023, Atleos operated 277 facilities consisting of approximately 3.3 million square feet in 56 countries throughout the world, which are generally used by all of Atleos’ operating segments. On a square footage basis, 13% of these facilities are owned and 87% are leased.
Biggest changeItem 2. PROPERTIES As of December 31, 2024, Atleos operated 306 facilities consisting of approximately 3.2 million square feet in 56 countries throughout the world, which are generally used by all of Atleos’ operating segments. On a square footage basis, 8% of these facilities are owned and 92% are leased.
Within the total facility portfolio, Atleos operates two research and development and manufacturing facilities totaling 0.1 million square feet, 100% of which is leased. The remaining 3.2 million square feet of space includes office, repair, and warehousing space and other miscellaneous sites, and is 86% leased. Atleos is headquartered in Atlanta, Georgia, USA.
Within the total facility portfolio, Atleos operates three research and development and manufacturing facilities totaling 0.4 million square feet, 69% of which is leased. The remaining 2.8 million square feet of space includes office, repair, and warehousing space and other miscellaneous sites, and is 95% leased. Atleos is headquartered in Atlanta, Georgia, USA.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe Company’s repurchase of its common stock has certain restrictions under our senior secured credit facility and the terms of the indentures for our senior unsecured notes, and is further subject to the discretion of Atleos’ Board of Directors.
Biggest changeCompany / Index 10/23 12/23 12/24 NCR Atleos Corporation $ 100 $ 114 $ 159 S&P 500 Stock Index $ 100 $ 109 $ 137 Russell 2000 Index $ 100 $ 115 $ 129 S&P Composite 1500 Transaction & Payment Processing Services Index $ 100 $ 108 $ 136 37 Table of Contents Purchase of Company Common Stock The Company’s repurchase of its common stock has certain restrictions under our senior secured credit facility and the terms of the indentures for our senior secured notes and is further subject to the discretion of Atleos’ Board of Directors.
The declaration of dividends has certain restrictions under our senior secured credit facility and the terms of the indentures for our senior unsecured notes, and is further subject to the discretion of Atleos’ Board of Directors.
The declaration of dividends has certain restrictions under our senior secured credit facility and the terms of the indentures for our senior secured notes and is further subject to the discretion of Atleos’ Board of Directors.
Item 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Atleos’ common stock is listed on the New York Stock Exchange (NYSE) and trades under the symbol “NATL.” There were approximately 66,170 holders of Atleos common stock as of March 15, 2024. Dividends Atleos did not pay cash dividends in 2023.
Item 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Atleos’ common stock is listed on the NYSE and trades under the symbol “NATL.” There were approximately 61,619 holders of Atleos common stock as of February 21, 2025. Dividends Atleos did not pay cash dividends in 2024.
This graph covers the period from October 17, 2023, the first trading day of Atleos common stock following the separation from NCR Corporation, through December 31, 2023.
This graph covers the period from October 17, 2023, the first trading day of Atleos common stock following the separation from NCR Corporation, through December 31, 2024. In each case, the graph assumes a $100 investment on October 17, 2023, and reinvestment of all dividends, if any.
Removed
Company / Index 10/23 11/23 12/23 NCR Atleos Corporation $ 103 $ 104 $ 114 S&P 500 Stock Index $ 96 $ 105 $ 109 Russell 2000 Index $ 94 $ 103 $ 115 S&P Composite 1500 Transaction & Payment Processing Services Index $ 95 $ 105 $ 108 (1) In each case, assumes a $100 investment on October 17, 2023, and reinvestment of all dividends, if any. 39 Table of Contents Purchase of Company Common Stock The Company occasionally purchases vested restricted stock or exercised stock options at the current market price to cover withholding taxes.
Removed
For the three months ended December 31, 2023, 0.3 million shares of vested restricted stock were purchased at an average price of $23.04 per share.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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Biggest changeItem 6. [Reserved] 40 Table of Contents Index to Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) Page Overview 42 Business Overview 42 Strategic Initiatives and Trends 44 Impacts from Geopolitical and Macroeconomic Challenges 45 Results of Operations 46 Financial Condition, Liquidity and Capital Resources 52 Critical Accounting Estimates 55 Recently Issued Accounting Pronouncements 59 41 Table of Contents
Biggest changeItem 6. [Reserved] 38 Table of Contents Index to Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) Page Overview 40 Business Overview 40 Strategic Initiatives and Trends 42 Impacts from Geopolitical and Macroeconomic Challenges 42 Results of Operations 44 Financial Condition, Liquidity and Capital Resources 52 Critical Accounting Estimates 55 Recently Issued Accounting Pronouncements 59 39 Table of Contents

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changePercentage of Revenue (1) Increase (Decrease) In millions 2023 2022 2021 2023 2022 2021 2023 v 2022 2022 v 2021 Product revenue $ 1,030 $ 1,098 $ 1,036 24.6 % 26.6 % 29.2 % (6) % 6 % Service revenue 3,161 3,033 2,513 75.4 % 73.4 % 70.8 % 4 % 21 % Total revenue 4,191 4,131 3,549 100.0 % 100.0 % 100.0 % 1 % 16 % Product gross margin 184 126 164 17.9 % 11.5 % 15.8 % 46 % (23) % Service gross margin 749 793 728 23.7 % 26.1 % 29.0 % (6) % 9 % Total gross margin 933 919 892 22.3 % 22.2 % 25.1 % 2 % 3 % Selling, general and administrative expenses 585 586 537 14.0 % 14.2 % 15.1 % — % 9 % Research and development expenses 77 64 107 1.8 % 1.5 % 3.0 % 20 % (40) % Income from operations 271 269 248 6.5 % 6.5 % 7.0 % 1 % 8 % Interest expense (77) — — (1.8) % — % — % n/m n/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 taxes 107 157 251 2.6 % 3.8 % 7.1 % (32) % (37) % Income tax expense 239 50 64 5.7 % 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.
Biggest changePercentage of Revenue (1) Increase (Decrease) In millions 2024 2023 2022 2024 2023 2022 2024 v 2023 2023 v 2022 Product revenue $ 995 $ 1,030 $ 1,098 23.0 % 24.6 % 26.6 % (3) % (6) % Service revenue 3,322 3,161 3,033 77.0 % 75.4 % 73.4 % 5 % 4 % Total revenue 4,317 4,191 4,131 100.0 % 100.0 % 100.0 % 3 % 1 % Product gross margin 156 184 126 15.7 % 17.9 % 11.5 % (15) % 46 % Service gross margin 877 749 793 26.4 % 23.7 % 26.1 % 17 % (6) % Total gross margin 1,033 933 919 23.9 % 22.3 % 22.2 % 11 % 2 % Selling, general and administrative expenses 518 585 586 12.0 % 14.0 % 14.2 % (11) % — % Research and development expenses 66 77 64 1.5 % 1.8 % 1.5 % (14) % 20 % Income from operations 449 271 269 10.4 % 6.5 % 6.5 % 66 % 1 % Loss on extinguishment of debt (20) — — (0.5) % — % — % n/m n/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, net 19 (74) (81) 0.4 % (1.8) % (2.0) % (126) % (9) % Income before income taxes 139 107 157 3.2 % 2.6 % 3.8 % 30 % (32) % Income tax expense 47 239 50 1.1 % 5.7 % 1.2 % (80) % 378 % Net income (loss) $ 92 $ (132) $ 107 2.1 % (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.
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.
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.
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 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.
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 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.
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.
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.
For further information on the seasonality of our business, refer to Part I, Item 1 “Business - Seasonality” of this Form 10-K. 45 Table of Contents 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.
For further information on the seasonality of our business, refer to Part I, Item 1 “Business - Seasonality” of this Form 10-K. 43 Table of Contents 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.
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”).
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”).
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.
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.
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.
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 55 Table of Contents and accounting for variable consideration, including rights of return, rebates, expected penalties or other price concessions as a reduction of the transaction price.
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.
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.
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%.
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%.
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”).
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”).
These non-GAAP measures should not be considered as substitutes for, or superior to, results determined in accordance with GAAP. 46 Table of Contents 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.
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.
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 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.
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.
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 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.
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.
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.
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.
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.
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.
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 54 Table of Contents required to settle these liabilities.
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.
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.
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.
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.
During 2025, the Company may resolve certain tax matters in foreign jurisdictions that could have an impact on the effective tax rate in 2025. 50 Table of Contents 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.
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.
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.
Our estimates for rebates are based on specific criteria outlined in customer contracts or rebate 55 Table of Contents 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.
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.
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.
The purchase obligation amounts were determined through information in our procurement systems and payment schedules for significant contracts, including the Commercial Agreements with Voyix. 54 Table of Contents We have a liability related to our uncertain tax positions.
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.
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.
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.
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.
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”).
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.
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.
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.
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.
We do not expect further mandatory contributions un til 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 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 .
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 .
We also offer solutions to manage 42 Table of Contents 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 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. 40 Table of Contents • 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 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.
We continue to navigate through these challenges with a sharp focus on and goal of safeguarding our employees, helping our customers 42 Table of Contents 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.
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.
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.
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.
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.
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.
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.
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.
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 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.
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.
Net income (loss) attributable to Atleos and Adjusted EBITDA (2) as a percentage of total revenue Percentage of Total Revenue Increase (Decrease) In millions 2023 2022 2021 2023 2022 2021 2023 v 2022 2022 v 2021 Net income (loss) attributable to Atleos $ (134) $ 108 $ 186 (3.2) % 2.6 % 5.2 % (224) % (42) % Adjusted EBITDA (2) $ 732 $ 685 $ 586 17.5 % 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.
Net income (loss) attributable to Atleos and Adjusted EBITDA (2) as a percentage of total revenue Percentage of Total Revenue Increase (Decrease) In millions 2024 2023 2022 2024 2023 2022 2024 v 2023 2023 v 2022 Net income (loss) attributable to Atleos $ 91 $ (134) $ 108 2.1 % (3.2) % 2.6 % 168 % (224) % Adjusted EBITDA (2) $ 781 $ 732 $ 685 18.1 % 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.
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.
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.
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 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.
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.
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.
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 52 Table of Contents 2023 due to fluctuations in the outstanding balance of receivables sold, and plus pension contributions and settlements.
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.
Recurring revenue as a percentage of total revenue Percentage of Total Revenue Increase (Decrease) In millions 2023 2022 2021 2023 2022 2021 2023 v 2022 2022 v 2021 Recurring revenue (1) $ 2,982 $ 2,795 $ 2,145 71.2 % 67.7 % 60.4 % 7 % 30 % All other products and services 1,209 1,336 1,404 28.8 % 32.3 % 39.6 % (10) % (5) % Total Revenue $ 4,191 $ 4,131 $ 3,549 100.0 % 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.
Recurring revenue as a percentage of total revenue Percentage of Total Revenue Increase (Decrease) In millions 2024 2023 2022 2024 2023 2022 2024 v 2023 2023 v 2022 Recurring revenue (1) $ 3,136 $ 2,982 $ 2,795 72.6 % 71.2 % 67.7 % 5 % 7 % All other products and services 1,181 1,209 1,336 27.4 % 28.8 % 32.3 % (2) % (10) % Total Revenue $ 4,317 $ 4,191 $ 4,131 100.0 % 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.
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 millions 2023 2022 2021 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.
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 millions 2024 2023 2022 Interest income $ 7 $ 5 $ — Foreign currency fluctuations and foreign exchange contracts (21) (33) (9) Bank-related fees (15) (14) — Employee benefit plans 60 (22) (63) Voyix environmental indemnification expense (14) — — Other, net 2 (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.
As of December 58 Table of Contents 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.
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.
Gross Margin Percentage of Revenue (1) Increase (Decrease) In millions 2023 2022 2021 2023 2022 2021 2023 v 2022 2022 v 2021 Product gross margin $ 184 $ 126 $ 164 17.9 % 11.5 % 15.8 % 46 % (23) % Service gross margin 749 793 728 23.7 % 26.1 % 29.0 % (6) % 9 % Total gross margin $ 933 $ 919 $ 892 22.3 % 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 Percentage of Revenue (1) Increase (Decrease) In millions 2024 2023 2022 2024 2023 2022 2024 v 2023 2023 v 2022 Product gross margin $ 156 $ 184 $ 126 15.7 % 17.9 % 11.5 % (15) % 46 % Service gross margin 877 749 793 26.4 % 23.7 % 26.1 % 17 % (6) % Total gross margin $ 1,033 $ 933 $ 919 23.9 % 22.3 % 22.2 % 11 % 2 % (1) The percentage of revenue is calculated for each line item divided by the related component of revenue.
As of December 31, 2023, we have ceased operations in Russia and have completed the liquidation of our only subsidiary in Russia.
We have ceased operations in Russia and have completed the liquidation of our only subsidiary in Russia.
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.
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.
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.
(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.
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.
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.
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.
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.
Revenue Percentage of Total Revenue Increase (Decrease) In millions 2023 2022 2021 2023 2022 2021 2023 v 2022 2022 v 2021 Product revenue $ 1,030 $ 1,098 $ 1,036 24.6 % 26.6 % 29.2 % (6) % 6 % Service revenue 3,161 3,033 2,513 75.4 % 73.4 % 70.8 % 4 % 21 % Total revenue $ 4,191 $ 4,131 $ 3,549 100.0 % 100.0 % 100.0 % 1 % 16 % Product revenue includes our hardware and software license revenue streams as well as Bitcoin-related revenues.
Revenue Percentage of Total Revenue Increase (Decrease) In millions 2024 2023 2022 2024 2023 2022 2024 v 2023 2023 v 2022 Product revenue $ 995 $ 1,030 $ 1,098 23.0 % 24.6 % 26.6 % (3) % (6) % Service revenue 3,322 3,161 3,033 77.0 % 75.4 % 73.4 % 5 % 4 % Total revenue $ 4,317 $ 4,191 $ 4,131 100.0 % 100.0 % 100.0 % 3 % 1 % Product revenue includes our hardware and software license revenue streams as well as Bitcoin-related revenues.
Interest Expense and Related Party Interest Expense, Net Increase (Decrease) In millions 2023 2022 2021 2023 v 2022 2022 v 2021 Interest expense $ 77 $ — $ — n/m n/m Related party interest expense, net $ 13 $ 31 $ 49 (58) % (37) % Interest expense was $77 million in 2023.
Interest Expense and Related Party Interest Expense, Net Increase (Decrease) In millions 2024 2023 2022 2024 v 2023 2023 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.
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.
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.
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.
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.
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.
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.
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 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 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.
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.
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.
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.
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.
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.
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.
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.
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.
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 intend to use an expected rate of return on assets assumption of 7.5% for the U.S. pension plan. 57 Table of Contents 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.
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.
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 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.
Percentage of Revenue (1) Increase (Decrease) In millions 2023 2022 2021 2023 2022 2021 2023 v 2022 2022 v 2021 Revenue Self-Service Banking $ 2,581 $ 2,582 $ 2,530 61.6 % 62.5 % 71.3 % — % 2 % Network 1,267 1,198 600 30.2 % 29.0 % 16.9 % 6 % 100 % T&T 196 219 253 4.7 % 5.3 % 7.1 % (11) % (13) % Total Segment Revenue $ 4,044 $ 3,999 $ 3,383 96.5 % 96.8 % 95.3 % 1 % 18 % Other (2) 147 123 118 3.5 % 3.0 % 3.3 % 20 % 4 % Other adjustment (3) — 9 48 — % 0.2 % 1.4 % (100) % (81) % Consolidated Revenue $ 4,191 $ 4,131 $ 3,549 100.0 % 100.0 % 100.0 % 1 % 16 % Adjusted EBITDA by segment Self-Service Banking $ 630 $ 549 $ 600 24.4 % 21.3 % 23.7 % 15 % (9) % Network $ 379 $ 352 $ 214 29.9 % 29.4 % 35.7 % 8 % 64 % T&T $ 33 $ 47 $ 57 16.8 % 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. 51 Table of Contents (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.
Percentage of Revenue (1) Increase (Decrease) In millions 2024 2023 2022 2024 2023 2022 2024 v 2023 2023 v 2022 Revenue Self-Service Banking $ 2,696 $ 2,581 $ 2,582 62.5 % 61.6 % 62.5 % 4 % — % Network 1,285 1,267 1,198 29.8 % 30.2 % 29.0 % 1 % 6 % T&T 194 196 219 4.4 % 4.7 % 5.3 % (1) % (11) % Total Segment Revenue $ 4,175 $ 4,044 $ 3,999 96.7 % 96.5 % 96.8 % 3 % 1 % Other (2) 142 147 123 3.3 % 3.5 % 3.0 % (3) % 20 % Other adjustment (3) — — 9 — % — % 0.2 % — % (100) % Consolidated Revenue $ 4,317 $ 4,191 $ 4,131 100.0 % 100.0 % 100.0 % 3 % 1 % Adjusted EBITDA by segment Self-Service Banking $ 640 $ 630 $ 549 23.7 % 24.4 % 21.3 % 2 % 15 % Network $ 404 $ 379 $ 352 31.4 % 29.9 % 29.4 % 7 % 8 % T&T $ 35 $ 33 $ 47 18.0 % 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.
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).
It also includes the same information that is used by Atleos management to make decisions regarding our segments and to assess our financial performance.
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 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.
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.
Accordingly, any value ultimately derived from our long-lived assets may differ from our estimate of fair value. 56 Table of Contents We make strategic acquisitions that may have a material impact on our consolidated results of operations or financial position.
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 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. 57 Table of Contents 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.
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.
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.
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.
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. 58 Table of Contents 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.
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.
On September 27, 2023, the Company issued $1,350 million of senior secured 9.50% notes due in 2029.
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 provide a framework for our relationship with Voyix and govern various interim and ongoing relationships between Atleos and Voyix.
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.
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.
(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%. 56 Table of Contents 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.
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.
Reconciliation of Net income (loss) attributable to Atleos (GAAP) to Adjusted EBITDA (Non-GAAP) In millions 2023 2022 2021 Net income (loss) attributable to Atleos (GAAP) $ (134) $ 108 $ 186 Interest expense, net (1) 90 31 49 Interest income (5) — — Income tax expense 239 50 64 Depreciation and amortization 151 159 104 Acquisition-related amortization of intangibles 98 100 55 Stock-based compensation expense 68 66 82 Separation costs 170 — — Acquisition-related costs — 8 95 Transformation and restructuring costs 28 63 25 Pension mark-to-market adjustments 27 78 (70) Russia operations — 22 (4) Adjusted EBITDA (Non-GAAP) $ 732 $ 685 $ 586 (1) Includes Related party interest expense, net, as presented in the Consolidated Statements of Operations. 47 Table of Contents 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.
This metric is used in the calculation of Network segment LTM ARPU. 45 Table of Contents Reconciliation of Net income (loss) attributable to Atleos (GAAP) to Adjusted EBITDA (Non-GAAP) In millions 2024 2023 2022 Net income (loss) attributable to Atleos (GAAP) $ 91 $ (134) $ 108 Interest expense, net (1) 309 90 31 Interest income (7) (5) — Income tax expense 47 239 50 Depreciation and amortization expense 176 151 159 Acquisition-related amortization of intangibles 95 98 100 Stock-based compensation expense 38 68 66 Separation costs 19 170 — Acquisition-related costs (5) — 8 Transformation and restructuring costs 22 28 63 Loss on debt extinguishment 20 — — Pension mark-to-market adjustments (38) 27 78 Voyix environmental indemnification expense 14 — — Russia operations — — 22 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 .
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.
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.
Summarized cash flow information for the twelve months ended December 31 is as follows: In millions 2023 2022 2021 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.
This non-GAAP measure should not be considered a substitute for, or superior to, cash flows from operating activities under GAAP. 52 Table of Contents Summarized cash flow information for the twelve months ended December 31 is as follows: In millions 2024 2023 2022 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 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 millions Total Amounts 2024 2025-2026 2027-2028 2029 & Thereafter Debt obligations $ 3,099 $ 76 $ 210 $ 934 $ 1,879 Interest on debt obligations 1,307 277 490 454 86 Lease obligations 176 40 53 32 51 Purchase obligations 728 728 — — — 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.
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 millions Total Amounts 2025 2026-2027 2028-2029 2030 & Thereafter Debt obligations $ 2,994 $ 81 $ 174 $ 2,739 $ — Interest on debt obligations 1,016 240 464 312 — Lease obligations 180 41 58 34 47 Purchase obligations 917 892 6 6 13 Voyix environmental indemnification obligations 14 14 — — — 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.
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.
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.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

12 edited+1 added−1 removed14 unchanged
Biggest changeWe pay a monthly fee on the average outstanding vault cash balances in our ATMs under floating rate formulas based on a spread above various interbank offered rates. ATM vault cash rental expense is reflected in Cost of Services in our Consolidated Statements of Operations.
Biggest changeAdditionally, as our ATM vault cash rental expense is based on market rates of interest, it is sensitive to changes in applicable interest rates in the respective countries in which we operate. We pay a monthly fee on the average outstanding vault cash balances in our ATMs under floating rate formulas based on a spread above various interbank offered rates.
If one or more of those customers were to default in its obligations under applicable contractual arrangements, we could be exposed to potentially significant losses. Moreover, a prolonged downturn in the global economy could have an adverse impact on the ability of our customers to pay their obligations on a timely basis.
If one or more of those customers were to default on its obligations under applicable contractual arrangements, we could be exposed to potentially significant losses. Moreover, a prolonged downturn in the global economy could have an adverse impact on the ability of our customers to pay their obligations on a timely basis.
Refer to Note 14, “Derivatives and Hedging Instruments”, in Item 8 of Part II of this Report for further information on our interest rate derivative contracts in effect as of December 31, 2023.
Refer to Note 14, “Derivatives and Hedging Instruments”, in Item 8 of Part II of this Report for further information on our interest rate derivative contracts in effect as of December 31, 2024.
The Company expects that 59 Table of Contents any increase or decrease in the fair value of the portfolio would be substantially offset by increases or decreases in the underlying exposures being hedged. Interest Rate Risk We are subject to interest rate risk principally in relation to variable-rate debt.
The Company expects that any increase or decrease in the fair value of the portfolio would be substantially offset by increases or decreases in the underlying exposures being hedged. Interest Rate Risk We are subject to interest rate risk principally in relation to variable-rate debt.
We utilize interest rate swap contracts to add stability to interest cost and to manage exposure to interest rate movements as part of our interest rate risk management strategy. Payments and receipts related to interest rate swap contracts are included in cash flows from operating activities in the Consolidated Statements of Cash Flows.
We utilize interest rate swap contracts to add stability to interest cost and to manage exposure to interest rate movements as part of our interest rate risk management strategy. Payments and receipts related to interest rate swap contracts are included in cash flows 59 Table of Contents from operating activities in the Consolidated Statements of Cash Flows.
As of December 31, 2023, we did not have any significant concentration of credit risk related to financial instruments. 60 Table of Contents Index to Financial Statements and Supplemental Data Page Report of Independent Registered Public Accounting Firm [PCAOB ID 238 ] 62 Consolidated Statements of Operations 64 Consolidated Statements of Comprehensive Income (Loss) 65 Consolidated Balance Sheets 66 Consolidated Statements of Cash Flows 67 Consolidated Statements of Changes in Stockholders ’ Equity 68 Notes to Consolidated Financial Statements 69 Note 1.
As of December 31, 2024, we did not have any significant concentration of credit risk related to financial instruments. 60 Table of Contents Index to Financial Statements and Supplemental Data Page Report of Independent Registered Public Accounting Firm [PCAOB ID 238 ] 62 Consolidated Statements of Operations 64 Consolidated Statements of Comprehensive Income (Loss) 65 Consolidated Balance Sheets 66 Consolidated Statements of Cash Flows 67 Consolidated Statements of Changes in Stockholders’ Equity 68 Notes to Consolidated Financial Statements 69 Note 1.
The increase in vault cash rental expense for the twelve months ended December 31, 2023 from a hypothetical 100 basis point increase in variable interest rates would be approximately $37 million, excluding the impact from outstanding interest rate swap agreements related to our vault cash.
The increase in vault cash rental expense for the twelve months ended December 31, 2024 from a hypothetical 100 basis point increase in variable interest rates would be approximately $40 million, excluding the impact from outstanding interest rate swap agreements related to our vault cash.
Dollar against foreign currencies from the prevailing market rates would have resulted in a corresponding decrease in the fair value of the hedge portfolio of $4 million as of December 31, 2023 . A 10% depreciation in the value of the U.S.
Dollar against foreign currencies from the prevailing market rates would have resulted in a corresponding decrease in the fair value of the hedge portfolio of $7 million as of December 31, 2024 . A 10% depreciation in the value of the U.S.
Dollar against foreign currencies from the prevailing market rates would have resulted in a corresponding increase in the fair value of the hedge portfolio of $4 million as of December 31, 2023 .
Dollar against foreign currencies from the prevailing market rates would have resulted in a corresponding increase in the fair value of the hedge portfolio of $7 million as of December 31, 2024 .
Basis of Presentation and Significant Accounting Policies 69 Note 2. Business Combinations 82 Note 3. Goodwill and Purchased Intangible Assets 86 Note 4. Segment Information and Concentrations 88 Note 5. Debt Obligations 91 Note 6. Trade Receivable Facility 94 Note 7. Income Taxes 95 Note 8. Stock Compensation Plans 98 Note 9. Employee Benefit Plans 101 Note 10.
Basis of Presentation and Significant Accounting Policies 69 Note 2. Business Combinations 83 Note 3. Goodwill and Purchased Intangible Assets 85 Note 4. Segment Information and Concentrations 86 Note 5. Debt Obligations 92 Note 6. Trade Receivable Facility 95 Note 7. Income Taxes 96 Note 8. Stock Compensation Plans 99 Note 9. Employee Benefit Plans 102 Note 10.
Approximately 44% of our borrowings were on a fixed rate basis as of December 31, 2023. The increase in pre-tax interest expense for the year ended December 31, 2023 from a hypothetical 100 basis point increase in variable interest rates would be approximately $4 million.
Approximately 45% of our borrowings were on a fixed rate basis as of December 31, 2024. The increase in pre-tax interest expense for the twelve months ended December 31, 2024 from a hypothetical 100 basis point increase in variable interest rates would be approximately $16 million, including the impact from outstanding interest rate swap agreements on our variable rate debt.
Commitments and Contingencies 111 Note 11. Leasing 114 Note 12. Related Parties 116 Note 13. Earnings Per Share 118 Note 14. Derivatives and Hedging Instruments 118 Note 15. Fair Value of Assets and Liabilities 121 Note 16. Accumulated Other Comprehensive Income 122 Note 17. Supplemental Financial Information 124 61 Table of Contents
Commitments and Contingencies 112 Note 11. Leasing 115 Note 12. Related Parties 117 Note 13. Earnings Per Share 119 Note 14. Derivatives and Hedging Instruments 120 Note 15. Fair Value of Assets and Liabilities 123 Note 16. Accumulated Other Comprehensive Income 125 Note 17. Supplemental Financial Information 126 Note 18. Quarterly Information (Unaudited) 128 61 Table of Contents
Removed
As of December 31, 2023 , we do not have any outstanding interest rate derivative contracts related to our variable rate debt. Additionally, as our ATM vault cash rental expense is based on market rates of interest, it is sensitive to changes in applicable interest rates in the respective countries in which we operate.
Added
ATM vault cash rental expense is reflected in Cost of Services in our Consolidated Statements of Operations.

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