UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________

FORM 10-Q

________________________

(Mark One)


☑			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


			For the quarterly period ended ~~June 30, 2023~~March 31, 2024


or


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ____________


			Commission File Number: 001-00395

________________________

NCR VOYIX CORPORATION

(Exact name of registrant as specified in its charter)

________________________


Maryland						31-0387920
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

864 Spring Street NW

Atlanta, GA 30308

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: ~~(937) 445-1936~~(800) 225-5627

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	~~NCR~~VYX	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

As of ~~July 21, 2023,~~May 3, 2024, there were approximately ~~140.9 million~~145,014,989 shares of the ~~registrant's~~registrant’s common stock issued and outstanding.

Table of Contents

TABLE OF CONTENTS


PART I. Financial Information

	Description	Page

Item 1.	Financial Statements	3

	Condensed Consolidated Statements of Operations (Unaudited) Three ~~and Six~~ Months Ended ~~June~~ 3 0 ,March 31, 2024 and 2023 ~~and 2022~~	3

	Condensed Consolidated Statements of Comprehensive Income (Unaudited) Three ~~and S~~ix Months Ended ~~June~~ 3 0 ,March 31, 2024 and 2023 ~~and 2022~~	4

	Condensed Consolidated Balance Sheets (Unaudited) ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022~~2023	5

	Condensed Consolidated Statements of Cash Flows (Unaudited) ~~Six~~Three Months Ended ~~June 30~~,March 31, 2024 and 2023 ~~and 2022~~	6

	Condensed Consolidated Statements of Changes in ~~Stockholder's~~Stockholders’ Equity (Deficit) (Unaudited) Three ~~and S~~ix Months Ended ~~June 30~~,March 31, 2024 and 2023 ~~and 2022~~	7

	Notes to Condensed Consolidated Financial Statements (Unaudited)	98

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3833

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	5647

Item 4.	Controls and Procedures	5748

PART II. Other Information

	Description	Page

Item 1.	Legal Proceedings	5850

Item 1A.	Risk Factors	5850

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	5950

Item 5.	Other Information	51

Item 6.	Exhibits	6152

	Signatures	6253

Table of Contents

Part I. Financial Information

Item 1. FINANCIAL STATEMENTS

NCR Voyix Corporation

Condensed Consolidated Statements of Operations (Unaudited)


In millions, except per share amounts	In millions, except per share amounts	Three months ended June 30				Six months ended June 30
		2023		2022		2023		2022
In millions, except per share amounts

2024
2024
Product revenue
Product revenue
Product revenue	Product revenue	$	576	$	614	$	1,097	$	1,130
Service revenue	Service revenue	1,410		1,383		2,780		2,733
Service revenue
Service revenue
Total revenue
Total revenue
Total revenue	Total revenue	1,986		1,997		3,877		3,863
Cost of products	Cost of products	478		544		934		1,036
Cost of products
Cost of products
Cost of services
Cost of services
Cost of services	Cost of services	970		982		1,939		1,945
Selling, general and administrative expenses	Selling, general and administrative expenses	333		309		625		622
Selling, general and administrative expenses
Selling, general and administrative expenses
Research and development expenses
Research and development expenses
Research and development expenses	Research and development expenses	57		59		121		124

Total operating expenses	Total operating expenses	1,838		1,894		3,619		3,727

Total operating expenses

Total operating expenses
Income (loss) from operations
Income (loss) from operations
Income (loss) from operations	Income (loss) from operations	148		103		258		136

Interest expense	Interest expense	(91)		(67)		(174)		(130)

Interest expense

Interest expense
Other income (expense), net
Other income (expense), net
Other income (expense), net	Other income (expense), net	(8)		1		(11)		10
Income (loss) from continuing operations before income taxes	Income (loss) from continuing operations before income taxes	49		37		73		16
Income (loss) from continuing operations before income taxes
Income (loss) from continuing operations before income taxes
Income tax expense (benefit)
Income tax expense (benefit)
Income tax expense (benefit)	Income tax expense (benefit)	30		—		44		13
Income (loss) from continuing operations	Income (loss) from continuing operations	19		37		29		3
Income (loss) from continuing operations
Income (loss) from continuing operations
Income (loss) from discontinued operations, net of tax
Income (loss) from discontinued operations, net of tax
Income (loss) from discontinued operations, net of tax	Income (loss) from discontinued operations, net of tax	(1)		6		(1)		5
Net income (loss)	Net income (loss)	18		43		28		8
Net income (loss)
Net income (loss)
Net income (loss) attributable to noncontrolling interests	Net income (loss) attributable to noncontrolling interests	(1)		2		—		1
Net income (loss) attributable to NCR		$	19	$	41	$	28	$	7
Amounts attributable to NCR common stockholders:
Net income (loss) attributable to noncontrolling interests
Net income (loss) attributable to noncontrolling interests
Net income (loss) attributable to noncontrolling interests of discontinued operations
Net income (loss) attributable to noncontrolling interests of discontinued operations
Net income (loss) attributable to noncontrolling interests of discontinued operations
Net income (loss) attributable to NCR Voyix
Net income (loss) attributable to NCR Voyix
Net income (loss) attributable to NCR Voyix
Amounts attributable to NCR Voyix common stockholders:
Amounts attributable to NCR Voyix common stockholders:
Amounts attributable to NCR Voyix common stockholders:
Income (loss) from continuing operations
Income (loss) from continuing operations
Income (loss) from continuing operations	Income (loss) from continuing operations	$	20	$	35	$	29	$	2
Series A convertible preferred stock dividends	Series A convertible preferred stock dividends	(4)		(4)		(8)		(8)
Income (loss) from continuing operations attributable to NCR common stockholders		16		31		21		(6)
Series A convertible preferred stock dividends
Series A convertible preferred stock dividends
Income (loss) from continuing operations attributable to NCR Voyix common stockholders
Income (loss) from continuing operations attributable to NCR Voyix common stockholders
Income (loss) from continuing operations attributable to NCR Voyix common stockholders
Income (loss) from discontinued operations, net of tax	Income (loss) from discontinued operations, net of tax	(1)		6		(1)		5
Net income (loss) attributable to NCR common stockholders		$	15	$	37	$	20	$	(1)
Income (loss) per share attributable to NCR common stockholders:
Income (loss) from discontinued operations, net of tax
Income (loss) from discontinued operations, net of tax
Net income (loss) attributable to NCR Voyix common stockholders
Net income (loss) attributable to NCR Voyix common stockholders
Net income (loss) attributable to NCR Voyix common stockholders
Income (loss) per share attributable to NCR Voyix common stockholders:
Income (loss) per share attributable to NCR Voyix common stockholders:
Income (loss) per share attributable to NCR Voyix common stockholders:
Income (loss) per common share from continuing operations
Income (loss) per common share from continuing operations
Income (loss) per common share from continuing operations	Income (loss) per common share from continuing operations
Basic	Basic	$	0.11	$	0.23	$	0.15	$	(0.04)
Basic
Basic
Diluted
Diluted
Diluted	Diluted	$	0.11	$	0.22	$	0.15	$	(0.04)
Net income (loss) per common share	Net income (loss) per common share
Net income (loss) per common share
Net income (loss) per common share
Basic
Basic
Basic	Basic	$	0.11	$	0.27	$	0.14	$	(0.01)
Diluted	Diluted	$	0.11	$	0.26	$	0.14	$	(0.01)
Diluted
Diluted
Weighted average common shares outstanding
Weighted average common shares outstanding
Weighted average common shares outstanding	Weighted average common shares outstanding
Basic	Basic	140.4		136.6		140.0		136.2
Basic
Basic
Diluted	Diluted	141.9		140.8		142.0		136.2
Diluted
Diluted

See Notes to Condensed Consolidated Financial Statements.

Table of Contents

NCR Voyix Corporation

Condensed Consolidated Statements of Comprehensive Income (Unaudited)


In millions	In millions	Three months ended June 30				Six months ended June 30
		2023		2022		2023		2022
In millions

2024
2024
Net income (loss)
Net income (loss)
Net income (loss)	Net income (loss)	$	18	$	43	$	28	$	8
Other comprehensive income (loss):	Other comprehensive income (loss):
Other comprehensive income (loss):
Other comprehensive income (loss):
Currency translation adjustments
Currency translation adjustments
Currency translation adjustments	Currency translation adjustments
Currency translation gains (loss)	Currency translation gains (loss)	4		(53)		8		(79)
Currency translation gains (loss)
Currency translation gains (loss)
Derivatives
Derivatives
Derivatives	Derivatives
Unrealized gains (loss) on derivatives	Unrealized gains (loss) on derivatives	35		21		24		78
Unrealized gains (loss) on derivatives
Unrealized gains (loss) on derivatives
Loss (gains) on derivatives recognized during the period
Loss (gains) on derivatives recognized during the period
Loss (gains) on derivatives recognized during the period	Loss (gains) on derivatives recognized during the period	(24)		5		(43)		6
Less income tax	Less income tax	(5)		(6)		2		(19)
Less income tax
Less income tax
Employee benefit plans
Employee benefit plans
Employee benefit plans	Employee benefit plans
Amortization of prior service cost (benefit)	Amortization of prior service cost (benefit)	(1)		—		(1)		(1)

Amortization of prior service cost (benefit)
Amortization of prior service cost (benefit)
Net (loss) gain arising during the period
Net (loss) gain arising during the period
Net (loss) gain arising during the period
Amortization of actuarial loss (gains)
Amortization of actuarial loss (gains)
Amortization of actuarial loss (gains)	Amortization of actuarial loss (gains)	(1)		—		(2)		—
Less income tax	Less income tax	1		—		1		—
Less income tax
Less income tax
Other comprehensive income (loss)
Other comprehensive income (loss)
Other comprehensive income (loss)	Other comprehensive income (loss)	9		(33)		(11)		(15)
Total comprehensive income (loss)	Total comprehensive income (loss)	27		10		17		(7)
Total comprehensive income (loss)
Total comprehensive income (loss)
Less comprehensive income (loss) attributable to noncontrolling interests:
Less comprehensive income (loss) attributable to noncontrolling interests:
Less comprehensive income (loss) attributable to noncontrolling interests:	Less comprehensive income (loss) attributable to noncontrolling interests:
Net income (loss)	Net income (loss)	(1)		2		—		1
Net income (loss)
Net income (loss)
Currency translation gains (losses)
Currency translation gains (losses)
Currency translation gains (losses)	Currency translation gains (losses)	1		(1)		—		(1)
Amounts attributable to noncontrolling interests	Amounts attributable to noncontrolling interests	—		1		—		—
Comprehensive income (loss) attributable to NCR		$	27	$	9	$	17	$	(7)
Amounts attributable to noncontrolling interests
Amounts attributable to noncontrolling interests
Comprehensive income (loss) attributable to NCR Voyix
Comprehensive income (loss) attributable to NCR Voyix
Comprehensive income (loss) attributable to NCR Voyix

See Notes to Condensed Consolidated Financial Statements.

Table of Contents

NCR Voyix Corporation

Condensed Consolidated Balance Sheets (Unaudited)


In millions, except per share amounts	In millions, except per share amounts	June 30, 2023		December 31, 2022		In millions, except per share amounts	March 31, 2024	December 31, 2023
Assets	Assets
Current assets	Current assets
Current assets
Current assets
Cash and cash equivalents	Cash and cash equivalents	$	547	$	505
Accounts receivable, net of allowances of $42 and $34 as of June 30, 2023 and December 31, 2022, respectively		986		1,083
Cash and cash equivalents
Cash and cash equivalents
Accounts receivable, net of allowances of $28 and $29 as of March 31, 2024 and December 31, 2023, respectively
Inventories	Inventories	709		772
Restricted cash		254		228
Restricted cash, current
Prepaid and other current assets	Prepaid and other current assets	458		494
Current assets of discontinued operations
Total current assets	Total current assets	2,954		3,082
Property, plant and equipment, net	Property, plant and equipment, net	677		663
Goodwill	Goodwill	4,544		4,540
Intangibles, net	Intangibles, net	1,064		1,145
Operating lease assets	Operating lease assets	353		371
Prepaid pension cost	Prepaid pension cost	222		212
Deferred income taxes	Deferred income taxes	589		598

Other assets	Other assets	876		896
Other assets
Other assets

Total assets	Total assets	$	11,279	$	11,507
Liabilities and stockholders’ equity
Total assets
Total assets
Liabilities and stockholders’ equity (deficit)
Current liabilities	Current liabilities
Current liabilities
Current liabilities
Short-term borrowings
Short-term borrowings
Short-term borrowings	Short-term borrowings	$	105	$	104
Accounts payable	Accounts payable	832		942
Payroll and benefits liabilities	Payroll and benefits liabilities	208		207
Contract liabilities	Contract liabilities	560		537
Settlement liabilities	Settlement liabilities	263		250
Other current liabilities	Other current liabilities	689		673
Current liabilities of discontinued operations
Total current liabilities	Total current liabilities	2,657		2,713
Long-term debt	Long-term debt	5,316		5,561
Pension and indemnity plan liabilities	Pension and indemnity plan liabilities	617		614
Postretirement and postemployment benefits liabilities	Postretirement and postemployment benefits liabilities	92		91
Income tax accruals	Income tax accruals	98		97
Operating lease liabilities	Operating lease liabilities	336		353
Other liabilities	Other liabilities	334		324
Noncurrent liabilities of discontinued operations
Total liabilities	Total liabilities	9,450		9,753
Commitments and Contingencies (Note 10)	Commitments and Contingencies (Note 10)					Commitments and Contingencies (Note 10)

Series A convertible preferred stock: par value $0.01 per share, 3.0 shares authorized, 0.3 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively; redemption amount and liquidation preference of $276 as of June 30, 2023 and December 31, 2022, respectively		275		275
Stockholders’ equity
NCR stockholders’ equity
Preferred stock: par value $0.01 per share, 100.0 shares authorized, no shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively		—		—
Common stock: par value $0.01 per share, 500.0 shares authorized, 140.4 and 138.0 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively		1		1
Series A convertible preferred stock: par value $0.01 per share, 3.0 shares authorized, 0.3 shares issued and outstanding as of March 31, 2024 and December 31, 2023; redemption amount and liquidation preference of $276 as of March 31, 2024 and December 31, 2023
Series A convertible preferred stock: par value $0.01 per share, 3.0 shares authorized, 0.3 shares issued and outstanding as of March 31, 2024 and December 31, 2023; redemption amount and liquidation preference of $276 as of March 31, 2024 and December 31, 2023
Series A convertible preferred stock: par value $0.01 per share, 3.0 shares authorized, 0.3 shares issued and outstanding as of March 31, 2024 and December 31, 2023; redemption amount and liquidation preference of $276 as of March 31, 2024 and December 31, 2023
Stockholders’ equity (deficit)
NCR Voyix stockholders’ equity (deficit)
NCR Voyix stockholders’ equity (deficit)
NCR Voyix stockholders’ equity (deficit)
Preferred stock: par value $0.01 per share, 100.0 shares authorized, no shares issued and outstanding as of March 31, 2024 and December 31, 2023
Preferred stock: par value $0.01 per share, 100.0 shares authorized, no shares issued and outstanding as of March 31, 2024 and December 31, 2023
Preferred stock: par value $0.01 per share, 100.0 shares authorized, no shares issued and outstanding as of March 31, 2024 and December 31, 2023
Common stock: par value $0.01 per share, 500.0 shares authorized, 144.6 and 142.6 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively
Paid-in capital	Paid-in capital	770		704
Retained earnings		1,095		1,075
Retained earnings (deficit)
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(311)		(300)
Total NCR stockholders’ equity		1,555		1,480
Total NCR Voyix stockholders’ equity (deficit)
Noncontrolling interests in subsidiaries	Noncontrolling interests in subsidiaries	(1)		(1)
Total stockholders’ equity		1,554		1,479
Total liabilities and stockholders’ equity		$	11,279	$	11,507
Total stockholders’ equity (deficit)
Total liabilities and stockholders’ equity (deficit)

See Notes to Condensed Consolidated Financial Statements.

Table of Contents

NCR Voyix Corporation

Condensed Consolidated Statements of Cash Flows (Unaudited)

In millions Six months ended June 30
2023 2022
Operating activities
Net income (loss) $ 28 $ 8
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Loss (income) from discontinued operations 1 (5)
Depreciation and amortization 306 299
Stock-based compensation expense 68 69
Deferred income taxes 16 6
Impairment of other assets 1 —
Loss (gain) on disposal of property, plant and equipment and other assets 1 2
(Gain) loss on divestiture (8) —
Changes in assets and liabilities, net of effects of business acquired:
Receivables 91 (209)
Inventories 21 (202)
Current payables and accrued expenses (104) 58
Contract liabilities 25 34
Employee benefit plans (24) 6
Other assets and liabilities 122 52
Net cash provided by operating activities $ 544 $ 118
Investing activities
Expenditures for property, plant and equipment $ (70) $ (32)
Proceeds from sale of property, plant and equipment and other assets 8 3
Additions to capitalized software (134) (142)
Business acquisitions, net of cash acquired (6) (1)
Proceeds from divestiture, net 8 —
Other investing activities, net — (5)
Net cash used in investing activities $ (194) $ (177)
Financing activities
Short term borrowings, net $ — $ 2
Payments on term credit facilities (50) (4)
Payments on revolving credit facilities (927) (599)
Borrowings on revolving credit facilities 732 637
Payments on other financing arrangements (2) —
Cash dividend paid for Series A preferred shares dividends (8) (8)
Proceeds from employee stock plans 14 14
Tax withholding payments on behalf of employees (16) (36)
Net change in client funds obligations — (3)
Principal payments for finance lease obligations (9) (8)
Other financing activities — (2)
Net cash provided by (used in) financing activities $ (266) $ (7)
Cash flows from discontinued operations
Net cash provided by (used in) operating activities of discontinued operations $ (6) $ —
Effect of exchange rate changes on cash, cash equivalents and restricted cash (8) (19)
Increase (decrease) in cash, cash equivalents, and restricted cash 70 (85)
Cash, cash equivalents and restricted cash at beginning of period 740 749
Cash, cash equivalents and restricted cash at end of period $ 810 $ 664

~~Supplemental disclosures of noncash investing and financing activities~~ During the six months ended June 30, 2022, we issued shares of the Company's common stock and assumed unvested outstanding option awards in the acquisition of Moon Inc., dba LibertyX, for total non-cash consideration of $68 million. In connection with the acquisition, we also assumed debt of $2 million. Refer to Note 2, “Business Combinations”, for additional information on the LibertyX acquisition.


In millions	Three months ended March 31
	2024		2023
Operating activities
Net income (loss)	$	(41)	$	8
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:


Depreciation and amortization	81		151
Stock-based compensation expense	13		32
Deferred income taxes	6		6


Loss (gain) on disposal of property, plant and equipment and other assets	—		2
(Gain) loss on divestiture	(7)		(3)
Changes in assets and liabilities, net of effects of business acquired:
Receivables	17		65
Inventories	—		(45)
Current payables and accrued expenses	(61)		20
Contract liabilities	61		95
Employee benefit plans	(3)		(16)
Other assets and liabilities	(101)		(4)
Net cash provided by (used in) operating activities	$	(35)	$	311
Investing activities
Expenditures for property, plant and equipment	$	(8)	$	(19)

Additions to capitalized software	(53)		(64)
Business acquisitions, net of cash acquired	—		(6)
Proceeds from divestiture	7		3



Net cash provided by (used in) investing activities	$	(54)	$	(86)
Financing activities

Payments on term credit facilities	$	(4)	$	(26)
Payments on revolving credit facilities	(122)		(448)


Borrowings on revolving credit facilities	220		318




Cash dividend paid for Series A preferred shares dividends	(4)		(4)

Proceeds from employee stock plans	—		6
Tax withholding payments on behalf of employees	(8)		(16)

Principal payments for finance lease obligations	(2)		(5)

Net cash provided by (used in) financing activities	$	80	$	(175)


Effect of exchange rate changes on cash, cash equivalents and restricted cash	(7)		(10)
Increase (decrease) in cash, cash equivalents, and restricted cash	(16)		40
Cash, cash equivalents and restricted cash at beginning of period	285		740
Cash, cash equivalents and restricted cash at end of period	$	269	$	780

See Notes to Condensed Consolidated Financial Statements.

Table of Contents

NCR Voyix Corporation

Condensed Consolidated Statements of Changes in ~~Stockholder's~~Stockholders’ Equity (Deficit) (Unaudited)

NCR Stockholders
Common Stock Accumulated Other Comprehensive (Loss) Income Non-Redeemable Noncontrolling Interests in Subsidiaries
In millions Shares Amount Paid-in Capital Retained Earnings Total
December 31, 2022 138 $ 1 $ 704 $ 1,075 $ (300) $ (1) $ 1,479
Comprehensive income:
Net income (loss) — — — 9 — 1 10
Other comprehensive income (loss) — — — — (19) (1) (20)
Total comprehensive income (loss) — — — 9 (19) — (10)
Employee stock purchase and stock compensation plans 2 — 23 — — — 23
Series A convertible preferred stock dividends — — — (4) — — (4)
March 31, 2023 140 $ 1 $ 727 $ 1,080 $ (319) $ (1) $ 1,488
Comprehensive income:
Net income (loss) — — — 19 — (1) 18
Other comprehensive income (loss) — — — — 8 1 9
Total comprehensive income (loss) — — — 19 8 — 27
Employee stock purchase and stock compensation plans — — 43 — — — 43
Series A convertible preferred stock dividends — — — (4) — — (4)
June 30, 2023 140 $ 1 $ 770 $ 1,095 $ (311) $ (1) $ 1,554

~~See Notes to Condensed Consolidated Financial Statements.~~


	NCR Voyix Stockholders
	Common Stock							Accumulated Other Comprehensive (Loss) Income		Non-Redeemable Noncontrolling Interests in Subsidiaries
In millions	Shares	Amount		Paid-in Capital		Retained Earnings (Deficit)						Total























December 31, 2023	143	$	1	$	874	$	(421)	$	(429)	$	—	$	25
Comprehensive income:
Net income (loss)	—	—		—		(40)		—		(1)		(41)
Other comprehensive income (loss)	—	—		—		—		(22)		(1)		(23)
Total comprehensive income (loss)	—	—		—		(40)		(22)		(2)		(64)
Employee stock purchase and stock compensation plans	2	—		5		—		—		—		5

Series A convertible preferred stock dividends	—	—		—		(4)		—		—		(4)
Spin-Off of NCR Atleos	—	—		—		2		—		—		2
March 31, 2024	145	$	1	$	879	$	(463)	$	(451)	$	(2)	$	(36)

~~Table of Contents~~

~~NCR Corporation~~

~~Condensed Consolidated Statements of Changes in Stockholder's Equity (Unaudited) - (Continued)~~


			NCR Stockholders
			Common Stock							Accumulated Other Comprehensive (Loss) Income			Non-Redeemable Noncontrolling Interests in Subsidiaries
		NCR Voyix Stockholders
			Common Stock
			Common Stock
			Common Stock
In millions	In millions		Shares	Amount		Paid-in Capital		Retained Earnings			Accumulated Other Comprehensive (Loss) Income					Non-Redeemable Noncontrolling Interests in Subsidiaries				Total
December 31, 2021			132	$	1	$	515	$	1,031					$	1,259
In millions
In millions																					Shares	Amount	Paid-in Capital	Retained Earnings (Deficit)	Total
December 31, 2022
Comprehensive income:	Comprehensive income:
Net income (loss)
Net income (loss)
Net income (loss)	Net income (loss)		—	—		—		(34)		—					(1)				(35)
Other comprehensive income (loss)	Other comprehensive income (loss)		—	—		—		—		18			—				18
Total comprehensive income (loss)	Total comprehensive income (loss)		—	—		—		(34)		18			(1)				(17)
Employee stock purchase and stock compensation plans	Employee stock purchase and stock compensation plans		3	—		19		—		—			—				19
Stock issued in acquisition of LibertyX			1	—		68		—		—			—				68

Series A convertible preferred stock dividends	Series A convertible preferred stock dividends		—	—		—		(4)		—			—				(4)
March 31, 2022			136	$	1	$	602	$	993	$		(273)		$	2			$	1,325
Comprehensive income:
Net income (loss)			—	—		—		41		—			2				43
Other comprehensive income (loss)			—	—		—		—		(32)			(1)				(33)
Total comprehensive income (loss)			—	—		—		41		(32)			1				10
Employee stock purchase and stock compensation plans			1	—		42		—		—			—				42
Series A convertible preferred stock dividends	Series A convertible preferred stock dividends		—	—		—		(4)		—			—				(4)
June 30, 2022			137	$	1	$	644	$	1,030	$	(305)		$	3			$	1,373
Series A convertible preferred stock dividends
March 31, 2023

See Notes to Condensed Consolidated Financial Statements.

Table of Contents

NCR Voyix Corporation

Notes to Condensed Consolidated Financial Statements (Unaudited)

Index to Financial Statements and Supplemental Data



Note 1. Basis of Presentation and Summary of Significant Accounting Policies
Note 2. ~~Business Combinations~~Discontinued Operations

Note 3. Goodwill and Purchased Intangible Assets
Note 4. Segment Information and Concentrations
Note 5. Debt Obligations
Note 6. Trade Receivables Facility
Note 7. Income Taxes
Note 8. Stock Compensation Plans
Note 9. Employee Benefit Plans
Note 10. Commitments and Contingencies

Note 11. Series A Convertible Preferred Stock
Note 12. Earnings Per Share
Note 13. Derivatives and Hedging Instruments
Note 14. Fair Value of Assets and Liabilities
Note 15. Accumulated Other Comprehensive Income (Loss) (AOCI)
Note 16. Supplemental Financial Information
Note 17. Revised 2023 Quarterly Financial Statements

Table of Contents

NCR Voyix Corporation

Notes to Condensed Consolidated Financial Statements (Unaudited)—(Continued)

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying Condensed Consolidated Financial Statements have been prepared by NCR Voyix Corporation (“~~NCR”~~NCR Voyix”, the “Company”, “we” or “us”) without audit pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) and, in the opinion of management, include all adjustments (consisting of normal, recurring adjustments, unless otherwise disclosed) necessary for a fair statement of the condensed consolidated results of operations, financial position, and cash flows for each period presented. The consolidated results for the interim periods are not necessarily indicative of results to be expected for the full year. The ~~2022~~2023 year-end Condensed Consolidated Balance Sheet was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States (GAAP). These financial statements should be read in conjunction with ~~NCR’s~~the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2022.~~2023.

~~Planned Separation~~Spin-off of NCR Atleos On ~~September 15, 2022,~~October 16, 2023, the Company completed its separation of its ATM-focused business, including its self-service banking, payments & network and telecommunications and technology businesses, through the spin-off of its wholly owned subsidiary, NCR ~~announced~~Atleos Corporation (“NCR Atleos”), (the “Spin-Off”). The Spin-Off was effected through a ~~plan~~pro rata distribution of all outstanding shares of NCR Atleos common stock to ~~separate into~~holders of NCR Voyix common stock as of the close of business on October 2, 2023 (the “record date”). The Company distributed one share of NCR Atleos common stock for every two common shares of NCR Voyix outstanding as of the record date. Shareholders received cash in lieu of fractional shares of Atleos common stock. The Spin-Off is expected to qualify as a tax-free distribution for U.S. federal income tax purposes. NCR Atleos is an independent, publicly traded ~~companies – one~~company focused on ~~digital commerce,~~providing self-directed banking solutions to a global customer base, including financial institutions, retailers and consumers, and NCR Voyix retains no ownership interest. The accounting requirements for reporting the ~~other on ATMs. The separation is intended to be structured in~~Spin-Off of NCR Atleos as a tax-free manner. The separation transaction will follow the satisfaction of customary conditions, including effectiveness of appropriate filings with the U.S. Securities and Exchange Commission. The current target is to completediscontinued operation were met when the separation inwas completed. Accordingly, the ~~fourth quarter~~financial results for NCR Atleos for the three months ended March 31, 2023 are presented as net income (loss) from discontinued operations, net of ~~2023.~~tax on the Consolidated Statements of Operations. Refer to Note 2, “Discontinued Operations” for additional information.

In connection with the ~~planned separation into two independent, publicly traded companies,~~Spin-Off, the restricted stock units and stock options of certain members of executive management, including our named executive officers, will be converted into restricted stock units and stock options of NCR (RemainCo)Company and NCR ~~ATMCo (SpinCo) on~~Atleos entered into various agreements to effect the ~~same basis~~Spin-Off and provide a framework for the relationship between the Company and NCR Atleos after the Spin-Off. Such agreements include the separation and distribution agreement, as ~~is applicable~~well as the following ongoing agreements: a transition services agreement, tax matters agreement, employee matters agreement, patent and technology cross-license agreement, trademark license and use agreement, master services agreement and various other transaction agreements. Under these agreements, the Company will continue to ~~our stockholders.~~provide certain products and services to NCR Atleos following the Spin-Off and will receive certain products and services from NCR Atleos following the Spin-Off.

Use of Estimates The preparation of financial statements in accordance with GAAP requires management to make estimates and judgments that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and revenue and expenses during the period reported.

~~Table of Content~~

~~NCR Corporation~~

~~Notes to Condensed Consolidated Financial Statements (Unaudited)—(Continued)~~

Although our estimates contemplate current and expected future conditions, as applicable, it is reasonably possible that actual conditions could differ from our expectations, which could materially affect our results of operations and financial position. In particular, a number of estimates have been and will continue to be affected by ~~the ongoing variants of the coronavirus (COVID-19) pandemic,~~ macroeconomic pressures and geopolitical challenges. The ultimate impact on our overall financial condition and operating results will depend on ~~the duration and severity of the pandemic,~~ supply chain challenges and cost escalations including materials, interest, labor and freight, and any additional governmental and public actions taken in response. As a result, our accounting estimates and assumptions may change over time as a consequence of the effects of these external factors. Such changes could result in future impairments of goodwill, intangible assets, long-lived assets, incremental credit losses on accounts receivable and decreases in the carrying amount of our tax assets.

Evaluation of Subsequent Events The Company evaluated subsequent events through the date that our Condensed Consolidated Financial Statements were issued. Other than the items discussed within the Notes to Condensed Consolidated Financial Statements, no matters were identified that required adjustment to the Condensed Consolidated Financial Statements or additional disclosure.

Reclassifications Certain prior-period amounts have been reclassified in the accompanying Condensed Consolidated Financial Statements and Notes thereto in order to conform to the current period presentation. Reclassifications had no effect on prior year net income or stockholders’ equity.

Table of Contents

NCR Voyix Corporation

Notes to Condensed Consolidated Financial Statements (Unaudited)—(Continued)

Cyber ransomware incident On April 13, 2023, ~~NCR~~the Company determined that a single data center outage impacting certain of its commerce customers was caused by a cyber ransomware incident. Upon such determination, ~~NCR~~the Company immediately started contacting customers, enacted its cybersecurity protocol and engaged outside experts to contain the incident and begin the recovery process. We concluded that this incident ~~is limited~~impacted operations for some customers only with respect to specific ~~functionality in~~ Aloha cloud-based services and Counterpoint. Our investigation also ~~indicated~~concluded no financial reporting systems were impacted.

~~We have incurred, and may continue to incur, certain expenses related to this attack, including expenses to respond to, remediate and investigate this matter.~~ During the ~~three months~~year ended ~~June 30,~~December 31, 2023, we recognized ~~$11~~$36 million related to this matter in Cost of services and Selling, general and administrative expenses. ~~While~~As of December 31, 2023, we received $5 million of cash and expected to receive an additional $14 million of these costs to be recovered under our insurance policies, which was recorded as an insurance receivable. During the ~~Company’s response~~three months ended March 31, 2024, the Company incurred $6 million of additional expenses related to the cyber ransomware incident. To date, we have recovered $8 million under our insurance policies. As of March 31, 2024, we expect to receive $17 million which was recorded as an insurance receivable. We are still pursuing insurance recoveries for the remaining costs. We may incur additional costs relating to this incident ~~is ongoing, at~~in the future, including expenses to respond to this matter, payment of damages or other costs to customers or others. At this time we do not believe ~~such impact~~additional costs incurred as a result of the incident will ultimately have a material adverse effect on our business, results of operations or financial condition; however, we remain subject to risks and uncertainties as a result of the incident. We continue to assess the security event and cannot definitively determine, at this time, the full extent of the impact from such event on our business, results of operations or financial condition or whether such impact will ultimately have a material adverse effect.

~~Other~~Out-of-period adjustments In the first quarter of 2023, the Company recorded a $10 million out-of-period adjustment to increase operating expenses and an employee-related liability in order to correct for an understatement of such same balances during the fourth quarter of 2022.

ACH Disbursements In February 2024, the Company identified fraudulent automated clearing house (“ACH”) disbursements from a Company bank account. The cumulative amount of these disbursements totaled $34 million, with $11 million of the $34 million occurring during the three months ended March 31, 2024. As of March 31, 2024, the Company has recovered approximately $12 million of fraudulent disbursements from the Company’s banks, including amounts related to fraudulent ACH disbursements in prior periods. The Company intends to cooperate with law enforcement and its banks to attempt to recover more of the fraudulent disbursements and to file insurance claims for the remainder.

In preparing the consolidated financial statements for the year ended December 31, 2023, the Company identified incorrectly recorded ACH disbursements for the quarterly periods ending March 31, 2023, June 30, 2023 and September 30, 2023 in an accounts receivable clearing account instead of as operating expenses. The Company evaluated the impact of ~~the error and out-of-period adjustment~~these errors and concluded ~~it was~~that they were not material to any previously issued ~~interim or annual consolidated~~ financial ~~statements and~~statements. As a result of these errors, the ~~adjustment is not expected to be material~~Company has made adjustments to the ~~year ending December~~prior period amounts presented in these financial statements. The impact of the revisions to the quarterly period ended March 31, ~~2023.~~ 2023 is presented in Note 17, “Revised 2023 Quarterly Financial Statements”.

Cash, Cash Equivalents, and Restricted Cash The reconciliation of cash, cash equivalents and restricted cash in the Condensed Consolidated Statements of Cash Flows is as follows:


In millions	In millions		June 30				In millions			March 31
		Balance Sheet Location	2023		2022			Balance Sheet Location	2024		2023
Cash and cash equivalents	Cash and cash equivalents	Cash and cash equivalents	$	547	$	398
Short term restricted cash	Short term restricted cash	Restricted cash	6		—
Long term restricted cash	Long term restricted cash	Other assets	9		11
Funds held for client		Restricted cash	—		45

Cash included in settlement processing assets
Cash included in settlement processing assets
Cash included in settlement processing assets	Cash included in settlement processing assets	Restricted cash	248		210
Total cash, cash equivalents and restricted cash	Total cash, cash equivalents and restricted cash		$	810	$	664
Cash, cash equivalents and restricted cash of discontinued operations
Total cash, cash equivalents and restricted cash

~~Table of Content~~

~~NCR Corporation~~

~~Notes to Condensed Consolidated Financial Statements (Unaudited)—(Continued)~~

Contract Assets and Liabilities The following table presents the net contract liability balances as of ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022.~~2023.

In millions

Location in the Condensed Consolidated Balance Sheet

June 30, 2023

December 31, 2022

In millions

Location in the Condensed Consolidated Balance Sheet

March 31, 2024

December 31, 2023

Current portion of contract liabilities

Contract liabilities

560

537

Non-current portion of contract liabilities

Other liabilities

Table of Contents

NCR Voyix Corporation

Notes to Condensed Consolidated Financial Statements (Unaudited)—(Continued)

During the ~~six~~three months ended ~~June 30, 2023,~~March 31, 2024, the Company recognized ~~$265~~$102 million in revenue that was included in contract liabilities as of December 31, ~~2022.~~2023. During the ~~six~~three months ended ~~June 30, 2022,~~March 31, 2023, the Company recognized $~~309~~84 million in revenue that was included in contract liabilities as of December 31, ~~2021.~~2022.

Remaining Performance Obligations Remaining performance obligations represent the transaction price of orders for which products have not been delivered or services have not been performed. As of ~~June 30, 2023,~~March 31, 2024, the aggregate amount of the transaction price allocated to remaining performance obligations was approximately ~~$3.9~~$1.4 billion. The Company expects to recognize revenue on approximately three-quarters of the remaining performance obligations over the next 12 months, with the remainder recognized thereafter. The majority of our professional services are expected to be recognized over the next 12 months but this is contingent upon a number of factors, including customers’ needs and schedules.

The Company has made three elections that affect the value of remaining performance obligations described above. We do not disclose remaining performance obligations for contracts where variable consideration is directly allocated based on usage or when the original expected duration is one year or less. Additionally, we do not disclose remaining performance obligations for contracts where we recognize revenue from the satisfaction of the performance obligation in accordance with the ~~'right~~‘right to ~~invoice'~~invoice’ practical expedient.

Capitalized Software Capitalized development costs for internal-use software and software that will be sold, leased or otherwise marketed were ~~$573~~$487 million and ~~$554~~$486 million as of ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, respectively, presented within Other assets on the Condensed Consolidated Balance Sheets.

Recent Accounting Pronouncements

~~Adoption of New Accounting Pronouncements~~

~~In October 2021, the FASB issued accounting standards update ("ASU") 2021-08,~~ ~~Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers~~, with new guidance for contract assets and contract liabilities acquired in a business combination. The new guidance requires contract assets and contract liabilities, such as deferred revenue, acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, ~~Revenue from Contracts with Customers~~. Prior to the issuance of this guidance, contract assets and contract liabilities were recognized by the acquirer at fair value on the acquisition date. The accounting standards update is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022, with early adoption permitted and should be applied prospectively to acquisitions occurring on or after the effective date. The adoption of this accounting standards update did not have a material effect on the Company's net income, cash flows, earnings per share or financial condition.

Although there are other new accounting pronouncements issued by the FASB and adopted by or effective for the Company, the Company does not believe any of these accounting pronouncements had a material impact on its condensed consolidated financial statements.

Accounting Pronouncements Issued But Not Yet Adopted

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendment enhances disclosures of significant segment expenses by requiring disclosure of significant segment expenses regularly provided to the chief operating decision maker (“CODM”), extend certain annual disclosures to interim periods, and permit more than one measure of segment profit or loss to be reported under certain conditions. The amendment is effective for the Company in fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption of the amendment is permitted, including adoption in any interim periods for which financial statements have not been issued. The Company is currently evaluating the guidance and its impact to the financial statements and related disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This guidance requires disclosure of specific categories in the rate reconciliation and provides additional information for reconciling items that meet a specified quantitative threshold. The guidance is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is in the process of assessing the impact the adoption of this guidance will have on the Company’s financial statement disclosures.

Although there are other new accounting pronouncements issued by the FASB and not yet adopted by or effective for the Company, the Company does not believe any of these accounting pronouncements will have a material impact on its ~~condensed~~ consolidated financial statements.

2. DISCONTINUED OPERATIONS

Spin-Off of NCR Atleos

On October 16, 2023, the Company completed the Spin-Off of NCR Atleos into an independent publicly traded company. Refer to Note 1, “Basis of Presentation and Summary of Significant Accounting Policies” for additional information regarding the Spin-Off. The historical results of NCR Atleos have been presented as discontinued operations. The Company’s presentation of discontinued operations excludes general corporate overhead costs that did not meet the requirements to be presented as discontinued operations. The 2023 presentation of discontinued operations has been updated to reflect the results of operations for the countries that transferred to NCR Atleos in the first quarter of 2024 and excludes the countries that have not yet transferred to NCR Atleos as of March 31, 2024. The results of operations for the countries that have not yet transferred will be presented as part of discontinued operations as of the date of their separation. As of December 31, 2023, there were seven

Table of ~~Content~~Contents

NCR Voyix Corporation

Notes to Condensed Consolidated Financial Statements (Unaudited)—(Continued)

~~2. BUSINESS COMBINATIONS~~

~~Acquisition~~countries that had not yet transferred to NCR Atleos. During the three months ended March 31, 2024, three of ~~LibertyX (2022)~~

~~On January 5, 2022,~~these delayed countries transferred to NCR ~~completed its acquisition of Moon Inc., dba LibertyX, a leading cryptocurrency software provider, with the goal of enabling NCR to provide digital currency solutions, including the ability to buy~~Atleos, and sell Bitcoin, and conduct cross-border remittance. The Company purchased all outstanding shares of LibertyX for $1 million cash consideration and approximately 1.4 million shares of the Company's common stock at a price of $42.13 per share. The Company also converted approximately 0.2 million outstanding unvested LibertyX option awards into NCR awards pursuant to an exchange ratio as defined in the acquisition agreement. LibertyX stock option awards were converted into NCR stock option awards with an exercise price per share for option awards equal to the exercise price per share of such stock option award immediately prior to the completion of the acquisition divided by the exchange ratio, and vested immediately. The value of the option awards was deemed attributable to services already rendered and was included as a portion of the purchase price. Total purchase consideration for the LibertyX acquisition was approximately $69 million. As a result of the acquisition, LibertyX became a wholly-owned subsidiary of NCR.one additional country transferred during April 2024.

The ~~fair value~~following table presents the major categories of ~~consideration~~income (loss) from discontinued operations related to the Spin-Off of NCR Atleos:


In millions	Three months ended March 31
	2024(1)		2023
Product revenue	$	—	$	230
Service revenue	1		745
Total revenue	1		975
Cost of products	—		187
Cost of services	2		552
Selling, general and administrative expenses	—		139
Research and development expenses	—		15
Total operating expenses	2		893
Income from discontinued operations	(1)		82
Interest expense	—		—
Other income (expense), net	—		1
Income (loss) from discontinued operations before income taxes	(1)		83
Income tax expense (benefit)	(1)		9
Net income (loss) from discontinued operations	—		74
Net income (loss) attributable to noncontrolling interests	—		1
Net income (loss) from discontinued operations related to NCR Atleos	$	—	$	73

(1)Represents operations of the three delayed countries that transferred to ~~acquire LibertyX was allocated~~NCR Atleos during the first quarter of 2024 through date of separation versus full quarter of NCR Atleos operations for 2023.

The following table presents the major classes of assets and liabilities of discontinued operations:


In millions	December 31, 2023
Assets
Current assets

Accounts receivable, net of allowances	$	4
Inventories	3

Prepaid and other current assets	1
Total current assets	8








Total assets of discontinued operations	$	8

Liabilities and stockholder's equity
Current liabilities



Contract liabilities	$	3

Other current liabilities	2
Total current liabilities	5

Pension and indemnity plan liabilities	2




Noncurrent liabilities	2
Total liabilities of discontinued operations	$	7

The following table presents selected financial information related to cash flows from discontinued operations:


In millions	Three months ended March 31
	2024(1)		2023
Net cash provided by (used in) operating activities	$	—	$	195
Net cash provided by (used in) investing activities	—		(25)
Net cash provided by (used in) financing activities	—		—

(1)Represents operations of the three delayed countries that transferred to NCR Atleos during the first quarter of 2024 through date of separation versus full quarter of NCR Atleos operations for 2023.

Table of Contents

NCR Voyix Corporation

Notes to Condensed Consolidated Financial Statements (Unaudited)—(Continued)

Environmental Matters

The costs and insurance recoveries relating to certain environmental obligations associated with discontinued operations, including those relating to the ~~identifiable assets~~Fox River, Kalamazoo River and ~~acquired liabilities assumed based upon their estimated fair values as~~Ebina matters, are presented in Income (loss) from discontinued operations, net of tax, in the Consolidated Statements of Operations. Income (loss) from discontinued operations, net of tax, related to environmental matters was zero income or loss for each of the ~~date~~three months ended March 31, 2024 and 2023. Net cash used in operating activities of ~~acquisition. The allocation of purchase price~~discontinued operations related to environmental obligations was ~~finalized as of December~~zero and $6 million for the three months ended March 31, ~~2022.~~

2024 and 2023, respectively. Refer to Note 10, “Commitments and Contingencies” for further information.

3. GOODWILL AND PURCHASED INTANGIBLE ASSETS

Goodwill by Segment The carrying amounts of goodwill by segment as of ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022~~2023 are included in the table below. Foreign currency fluctuations are included within other adjustments.


		December 31, 2022												June 30, 2023
		December 31, 2023
		December 31, 2023
		December 31, 2023																												March 31, 2024
In millions	In millions	Goodwill		Accumulated Impairment		Total		Additions		Impairment		Other		Goodwill		Accumulated Impairment		Total		In millions	Goodwill	Accumulated Impairment	Total	Additions	Impairment	Other	Goodwill	Accumulated Impairment	Total

Retail	Retail	$	995	$	(34)	$	961	$	—	$	—	$	2	$	997	$	(34)	$	963
Hospitality		288		(23)		265		—		—		1		289		(23)		266
Retail
Retail
Restaurants
Digital Banking	Digital Banking	594		—		594		—		—		—		594		—		594
Payments & Network		1,036		—		1,036		—		—		—		1,036		—		1,036
Self-Service Banking		1,633		(101)		1,532		—		—		1		1,634		(101)		1,533
Other(1)		163		(11)		152		—		—		—		163		(11)		152

Total goodwill	Total goodwill	$	4,709	$	(169)	$	4,540	$	—	$	—	$	4	$	4,713	$	(169)	$	4,544

Total goodwill

Total goodwill

~~(1)~~ ~~Other segment includes the goodwill associated with our Telecommunications & Technology reporting unit.~~

Identifiable Intangible Assets ~~NCR's~~The Company’s purchased intangible assets, reported in Intangibles, net in the Condensed Consolidated Balance Sheets, were specifically identified when acquired, and are deemed to have finite lives. The gross carrying amount and accumulated amortization for ~~NCR’s~~the Company’s identifiable intangible assets were as set forth in the table below.


		Amortization Period (in Years)			June 30, 2023						December 31, 2022
	Amortization Period (in Years)																	Amortization Period (in Years)		March 31, 2024			December 31, 2023
In millions			In millions	Amortization Period (in Years)			Gross Carrying Amount			Accumulated Amortization			Gross Carrying Amount			Accumulated Amortization	In millions		Gross Carrying Amount		Accumulated Amortization	Gross Carrying Amount		Accumulated Amortization
Identifiable intangible assets	Identifiable intangible assets
Reseller & customer relationships
Reseller & customer relationships
Reseller & customer relationships	Reseller & customer relationships	1 - 20			$	1,104		$	(500)		$	1,103		$	(463)
Intellectual property	Intellectual property	2 - 8			1,030			(598)			1,030			(558)
Customer contracts	Customer contracts	8			89			(89)			89			(89)
Tradenames	Tradenames	1 - 10			131			(103)			128			(95)
Total identifiable intangible assets	Total identifiable intangible assets				$	2,354		$	(1,290)		$	2,350		$	(1,205)

~~Table of Content~~

~~NCR Corporation~~

~~Notes to Condensed Consolidated Financial Statements (Unaudited)—(Continued)~~

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


		Three months ended June 30				Six months ended June 30
		Three months ended March 31
		Three months ended March 31
		Three months ended March 31
In millions
In millions
In millions	In millions	2023		2022		2023		2022
Amortization expense	Amortization expense	$	43	$	45	$	85	$	86
Amortization expense
Amortization expense

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


					For the years ended December 31
				For the years ended December 31																	For the years ended December 31
In millions	In millions	Remainder of 2023			2024		2025		2026		2027		2028		In millions	Remainder of 2024	2025	2026	2027	2028	2029
Amortization expense	Amortization expense	$	87		$	161	$	150	$	139	$	124	$	106

4. SEGMENT INFORMATION AND CONCENTRATIONS

~~The~~Subsequent to the Spin-Off, as described in Note 1, “Basis of Presentation and Summary of Significant Accounting Policies”, the Company manages and reports ~~its operations in~~ the following segments:

Table of Contents

NCR Voyix Corporation

Notes to Condensed Consolidated Financial Statements (Unaudited)—(Continued)

•Retail - ~~We offer software-led solutions~~Our Retail segment is focused on serving retailers of all sizes, from local businesses to ~~customers~~some of the most recognized brands in the ~~retail industry, leading with~~world. Our software and solutions connect to a modern technology platform that allows retailers to run their stores like they run their digital to connect retail operations end to end to integrate all aspects of a customer’s operations in indoor and outdoor settings from point-of-sale ("POS"), to payments, inventory management, fraud and loss prevention applications, loyalty and consumer engagement.channels, improving the experience for their customers. These solutions ~~include retail-oriented technologies such as comprehensive API-point of sale retail software platforms~~are designed to improve operational efficiency, sales productivity, customer satisfaction and ~~applications, hardware terminals, self-service kiosks including self-checkout ("SCO"),~~purchasing decisions; provide secure checkout processes and payment ~~processing~~systems; and ~~merchant acquiring solutions, and bar-code scanners.~~increase service levels.

•~~Hospitality~~Restaurants - ~~We offer technology solutions~~Our Restaurants segment is focused on serving restaurants and food service establishments of all sizes, ranging from small and medium-sized businesses to ~~customers in~~some of the ~~hospitality industry, including~~world’s top global food service enterprises. Our solution portfolio spans across table-service, quick-service and fast casual ~~restaurants of all sizes,~~industries, providing competitive end-to-end solutions to “run-the-restaurant.” Our solution portfolio offers cloud-based, platform-enabled technology that ~~are~~is designed to improve operational efficiency, increase customer satisfaction, streamline order and transaction processing and reduce operating costs. In addition, we deliver service support, allowing our customers to focus on their core competencies. Our ~~solutions include POS hardware and software solutions, payment processing and merchant acquiring~~end-to-end services ~~installation, maintenance, as well as managed and professional services.~~are a strong differentiating factor within the market.

•Digital Banking - ~~NCR~~Our Digital Banking ~~helps~~segment serves financial institutions ~~implement their digital-first platform strategy~~ by ~~providing~~delivering software solutions which enable a fully integrated digital experience for consumer and business customers across all channels. We serve banks and credit unions in the United States with our cloud-based software solutions including account opening, account management, transaction processing, imaging, and branch services, ~~to enable financial institutions~~among others. We are unique in our ability to offer ~~a compelling customer experience.~~

•~~Payments & Network~~ - ~~We provide a cost-effective way for financial institutions, fintechs,~~unified banking solutions across digital (application and ~~neobanks to reach~~browser), in-branch and ~~serve their customers through our network of automated~~via interactive teller machines ~~("ATMs"~~(“ITMs”) and multi-functioning financial services kiosks. We offer credit unions, banks, digital banks, fintechs, stored-value debit card issuers, and other consumer financial services providers access to our Allpoint retail-based ATM network, providing convenient and fee-free cash withdrawal and deposit access to their customers and cardholders as well as the ability to convert a digital value to cash, or vice versa, via NCRPay360. We also provide ATM branding solutions to financial institutions, ATM management and services to retailers and other businesses, as well as payment processing and merchant acquiring services in the retail, hospitality and other industries.

•~~Self-Service Banking~~ - We offer solutions to enable customers in the financial services industry to reduce costs, generate new revenue streams and enhance customer loyalty. These solutions include a comprehensive line of ATM hardware and software, and related installation, maintenance, and managed and professional services. We also offer solutions to manage and run the ATM channel end-to-end for financial institutions that includes back office, cash management, software management and ATM deployment, among others..

Corporate and Other includes income and expenses related to corporate functions that are not specifically attributable to anany of our three individual reportable ~~segment~~segments along with ~~any~~certain non-strategic businesses that are considered immaterial operating segment(s).

~~Eliminations include revenues from contracts with customers~~ and ~~the related costs that~~certain countries which are ~~reported in the Payments & Network segment~~expected to transfer to NCR Atleos during 2024, as well as ~~in the Retail or Hospitality segments, including merchant acquiring services that are monetized via payments.~~commercial agreements with NCR Atleos.

These segments represent components of the Company for which separate financial information is available that is utilized on a regular basis by the chief operating decision maker in assessing segment performance and in allocating the ~~Company's~~Company’s resources. Management evaluates the performance of the segments based on revenue and Adjusted EBITDA. Adjusted EBITDA is defined as GAAP net income (loss) from continuing operations attributable to NCR Voyix plus interest expense, net; plus

~~Table of Content~~

~~NCR Corporation~~

~~Notes to Condensed Consolidated Financial Statements (Unaudited)—(Continued)~~

income tax expense (benefit); plus depreciation and amortization; plus stock-based compensation expense; plus other income (expense); plus pension mark-to-market adjustments ~~pension settlements, pension curtailments and pension special termination benefits~~ and other special items, including amortization of acquisition-related intangibles, separation-related costs, cyber ransomware incident recovery costs ~~and~~net of insurance recoveries, fraudulent ACH disbursements costs, net of recoveries, transformation and restructuring charges (which includes integration, severance and other exit and disposal costs), among others. The special items are considered non-operational or non-recurring in nature, so are excluded from the Adjusted EBITDA metric utilized by our chief operating decision maker in evaluating segment performance and are separately delineated to reconcile back to total reported GAAP net income (loss) from continuing operations attributable to ~~NCR.~~

~~Special Item Related to Russia~~ ~~The war in Eastern Europe and related sanctions imposed on Russia and related actors by~~ the United States and other jurisdictions required us to commence the orderly wind down of our operations in Russia in the first quarter of 2022. As of June 30, 2023, we have ceased operations in Russia and are in the process of dissolving our only subsidiary in Russia. As a result, for the three and six months ended June 30, 2022, our presentation of segment revenue and Adjusted EBITDA 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. We recognized a pre-tax net loss of $22 million for the six months ended June 30, 2022 related to these actions, recognized primarily in Cost of products, Cost of services and Selling, general and administrative expenses on the Condensed Consolidated Statement of Operations. No charges have been recognized for the six months ended June 30, 2023. We consider this to be a non-recurring special item and management has reviewed the results of its business segments excluding these impacts.Company.

Assets are not allocated to segments, and thus are not included in the assessment of segment performance. Consequently, we do not disclose total assets by reportable segment. The accounting policies used to determine the results of the operating segments are the same as those utilized for the condensed consolidated financial statements as a whole. Intersegment sales and transfers are not material.

~~The following table presents revenue and Adjusted EBITDA by segment:~~

In millions Three months ended June 30 Six months ended June 30
2023 2022 2023 2022
Revenue by segment
Retail $ 576 $ 562 $ 1,128 $ 1,108
Hospitality 235 238 458 449
Digital Banking 140 131 276 267
Payments & Network 333 332 656 631
Self-Service Banking 661 679 1,274 1,290
Total segment revenue $ 1,945 $ 1,942 $ 3,792 $ 3,745
Other (1)
54 61 108 129
Eliminations (13) (12) (23) (20)
Other adjustment (2)
— 6 — 9
Consolidated revenue $ 1,986 $ 1,997 $ 3,877 $ 3,863
Adjusted EBITDA by segment
Retail $ 123 $ 104 $ 220 $ 171
Hospitality 60 46 113 87
Digital Banking 53 56 102 112
Payments & Network 99 97 182 195
Self-Service Banking 169 142 307 254
Segment Adjusted EBITDA $ 504 $ 445 $ 924 $ 819

~~(1)~~ ~~Other immaterial business operations that do not represent a reportable segment.~~

~~(2)~~ Other adjustment reflects the revenue attributable to the Company's operations in Russia for the three and six months ended June 30, 2022 that were excluded from management's measure of revenue due to our previous announcement to suspend sales to Russia and orderly wind down of our operations in Russia beginning in the first quarter of 2022.

Table of ~~Content~~Contents

NCR Voyix Corporation

Notes to Condensed Consolidated Financial Statements (Unaudited)—(Continued)

The following table presents revenue and Adjusted EBITDA by segment:


In millions	Three months ended March 31
	2024		2023
Revenue by segment
Retail	$	491	$	528
Restaurants	202		211
Digital Banking	147		137
Total segment revenue	$	840	$	876
Other	22		40
Total revenue	$	862	$	916

Adjusted EBITDA by segment
Retail	$	86	$	83
Restaurants	55		44
Digital Banking	54		49
Segment Adjusted EBITDA	$	195	$	176

The following table reconciles Segment Adjusted EBITDA to Net income (loss) from continuing operations attributable to ~~NCR:~~NCR Voyix:

In millions Three months ended June 30 Six months ended June 30
2023 2022 2023 2022
Segment Adjusted EBITDA $ 504 $ 445 $ 924 $ 819
Less unallocated amounts:
Corporate and other income and expenses not allocated to reportable segments 106 98 216 195
Eliminations 9 8 17 14
Transformation and restructuring costs (1)
(1) 49 (1) 76
Acquisition-related amortization of intangibles 43 45 85 86
Acquisition-related costs (2)
1 3 1 8
Interest expense 91 67 174 130
Interest income (3) (2) (6) (3)
Depreciation and amortization (excluding acquisition-related amortization of intangibles) 109 104 215 207
Income tax expense (benefit) 30 — 44 13
Stock-based compensation expense 36 35 68 69
Separation costs (3)
52 — 71 —
Cyber ransomware incident recovery costs (4)
11 — 11 —
Russia — 3 — 22
Net income (loss) from continuing operations attributable to NCR $ 20 $ 35 $ 29 $ 2


In millions	Three months ended March 31
	2024		2023
Segment Adjusted EBITDA	$	195	$	176
Corporate and other income and expenses not allocated to reportable segments	75		52

Depreciation and amortization	66		59
Acquisition-related amortization of intangibles	14		17
Interest expense	39		83
Interest income	(2)		(3)



Income tax expense (benefit)	(14)		5
Stock-based compensation expense	13		25
Transformation and restructuring costs(1)	32		3
Separation costs(2)	5		2
Loss (gain) on disposal of businesses	(7)		(3)

Foreign currency devaluation(3)	15		—
Fraudulent ACH disbursements(4)	(1)		2

Cyber ransomware incident recovery costs(5)	—		—
Net income (loss) from continuing operations attributable to NCR Voyix	$	(40)	$	(66)

(1)Represents integration, severance, and other exit and disposal costs, as well as professional fees related to strategic initiatives, which are considered non-operational in nature.

(2)Represents ~~professional fees, retention bonuses, and other~~ costs incurred ~~related~~as a result of the Spin-Off. Professional fees to ~~acquisitions, which are considered non-operational in nature.~~

~~(3)~~ ~~Represents professional fees specific to separation preparation~~effect the spin-off of NCR Atleos including separation management, organizational design, and legal ~~fees.~~fees have been classified within discontinued operations during the three months ended March 31, 2023.

(3)Represents gains and losses recognized during the quarter due to changes in valuation of the Lebanese pound and the Egyptian pound.

(4)Represents Company identified fraudulent ACH disbursements from a Company bank account. Additional details regarding this item are discussed in Note 1, “Basis of Presentation and Summary of Significant Accounting Policies”.

(5)Represents expenses to respond to, remediate and investigate the April 13, 2023 cyber ransomware incident, ~~which is considered a non-recurring special item.~~net of insurance recoveries. Additional details regarding this cyber ransomware incident are discussed in Note 1, “Basis of Presentation and Summary of Significant Accounting Policies”.

~~The following table presents revenue by geography for NCR:~~

In millions Three months ended June 30 Six months ended June 30
2023 2022 2023 2022
United States $ 1,121 $ 1,075 $ 2,214 $ 2,073
Americas (excluding United States) 199 201 381 384
Europe, Middle East and Africa 446 498 858 964
Asia Pacific 220 223 424 442
Total revenue $ 1,986 $ 1,997 $ 3,877 $ 3,863

Table of ~~Content~~Contents

NCR Voyix Corporation

Notes to Condensed Consolidated Financial Statements (Unaudited)—(Continued)

Revenue is attributed to the geographic area to which the product is delivered or in which the service is provided. The following table presents revenue by geographic area for the Company:


In millions	Three months ended March 31
	2024		2023
United States	$	605	$	631
Americas (excluding United States)	59		62
Europe, Middle East and Africa	125		139
Asia Pacific	73		84
Total revenue	$	862	$	916

The following table presents the recurring revenue and all other products and services revenue that is recognized at a point in time for ~~NCR:~~the Company:

In millions Three months ended June 30 Six months ended June 30
2023 2022 2023 2022
Recurring revenue (1)
$ 1,262 $ 1,217 $ 2,491 $ 2,396
All other products and services 724 780 1,386 1,467
Total revenue $ 1,986 $ 1,997 $ 3,877 $ 3,863


In millions	Three months ended March 31
	2024		2023
Recurring revenue(1)	$	536	$	532
All other products and services	326		384
Total revenue	$	862	$	916

(1) Recurring revenue includes all revenue streams from contracts where there is a predictable revenue pattern that will occur at regular intervals with a relatively high degree of certainty. This includes hardware and software maintenance revenue, cloud revenue, payment processing revenue, ~~interchange and network revenue, Bitcoin-related revenue,~~ and certain professional services arrangements, as well as term-based software license arrangements that include customer termination rights.

5. DEBT OBLIGATIONS

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

June 30, 2023 December 31, 2022
In millions, except percentages Amount Weighted-Average Interest Rate Amount Weighted-Average Interest Rate
Short-Term Borrowings
Current portion of Senior Secured Credit Facility (1)
$ 101 7.54% $ 100 6.54%
Other (1)
4 7.24% 4 7.05%
Total short-term borrowings $ 105 $ 104
Long-Term Debt
Senior Secured Credit Facility:
Term loan facility (1)
$ 1,726 7.63% $ 1,778 6.69%
Revolving credit facility (1)
328 7.38% 523 6.79%
Senior notes:
5.750% Senior Notes due 2027 500 500
5.000% Senior Notes due 2028 650 650
5.125% Senior Notes due 2029 1,200 1,200
6.125% Senior Notes due 2029 500 500
5.250% Senior Notes due 2030 450 450
Deferred financing fees (45) (49)
Other (1)
7 7.19% 9 7.1%
Total long-term debt $ 5,316 $ 5,561


		March 31, 2024			December 31, 2023
In millions, except percentages		Amount		Weighted-Average Interest Rate	Amount		Weighted-Average Interest Rate
Short-Term Borrowings
Current portion of Senior Secured Credit Facility(1)		$	15	8.43%	$	15	8.46%


	Total short-term borrowings	$	15		$	15
Long-Term Debt
Senior Secured Credit Facility:
	Term loan facility(1)	$	181	8.43%	$	185	8.46%
	Revolving credit facility(1)	196		8.42%	98		9.07%
Senior notes:


	5.000% Senior Notes due 2028	650			650
	5.125% Senior Notes due 2029	1,200			1,200

	5.250% Senior Notes due 2030	450			450
Deferred financing fees		(19)			(20)





	Total long-term debt	$	2,658		$	2,563

(1)Interest rates are weighted-average interest rates as of ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022.~~2023.

Senior Secured Credit Facility The Company is party to ~~a Senior Secured Credit Facility, as amended, which provides for~~ a senior secured ~~term loan A facility~~credit agreement with certain subsidiaries of the Company party thereto as foreign borrowers, the lenders party thereto and Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”). This credit agreement provides for new senior secured credit facilities in an aggregate principal amount of ~~$1.305 billion (the “TLA Facility”),~~$700 million, which are comprised of (i) a ~~senior secured term loan B~~five-year multicurrency revolving credit facility in the aggregate principal amount of $500 million (including (a) a letter of credit sub-facility in an aggregate principal amount of ~~$750~~up to $75 million ~~(the “TLB Facility”~~ and ~~together with the TLA Facility, the “Term Loan Facilities”), and~~(b) a ~~revolving credit facility with commitments~~sub-facility in ~~an initial aggregate principal amount of $1.3 billion (the “Revolving Credit Facility”).~~

~~As of June 30, 2023, the term loan facilities (the TLA Facility and the TLB Facility) under the Senior Secured Credit Facility have~~ an aggregate principal amount of ~~$2.055 billion, of which $1.827 billion remained outstanding.Additionally, as of June 30, 2023, there was $328~~up to $200 million ~~outstanding under the Revolving Credit Facility. The Revolving Credit Facility also contains a sub-facility to be used~~ for borrowings and letters of credit ~~and, as of June 30, 2023, outstanding letters of credit were $29 million. Our borrowing capacity under our Revolving~~in certain agreed foreign currencies) (the “Revolving Credit Facility, ~~was $943 million at June 30, 2023.~~” and the loans thereunder, the “Revolving Loans”) and (ii) a

Table of ~~Content~~Contents

NCR Voyix Corporation

Notes to Condensed Consolidated Financial Statements (Unaudited)—(Continued)

five-year term loan “A” facility in the aggregate principal amount of $200 million (the “Term Loan A Facility,” and the loans thereunder, the “Term A Loans” and, the Term Loan A Facility, together with the Revolving Credit Facility, the “Senior Secured Credit Facilities”).

The ~~outstanding principal balance~~Term A Loans and the Revolving Loans (collectively, the “Loans”) bear interest based on SOFR (or an alternative reference rate for amounts denominated in a currency other than Dollars), or, at the Company’s option, in the case of amounts denominated in Dollars, at a base reference rate equal to the ~~TLB Facility is required~~highest of (a) the federal funds rate plus 0.50%, (b) the rate of interest last quoted by the Administrative Agent as its “prime rate” and (c) the one-month SOFR rate plus 1.00% (the “Base Rate”), plus, as applicable, a margin ranging from 2.25% to ~~be repaid~~3.25% per annum for SOFR-based Loans and ranging from 1.25% to 2.25% per annum for Base Rate-based Loans, in ~~equal quarterly installments of 0.25% of~~each case, depending on the ~~original aggregate principal amount thereof that began with the fiscal quarter ended December 31, 2019, with the balance being due at maturity on August 28, 2026 (the “TLB Maturity Date”).~~Company’s consolidated leverage ratio.

The outstanding principal balance of the ~~TLA~~Term Loan A Facility is required to be repaid in ~~equal~~ quarterly installments ofbeginning March 31, 2024 in an amount equal to (i) 1.875% of the original ~~aggregate~~ principal amount ~~thereof, that began with~~of the ~~fiscal quarter ended September 30, 2021, with~~Term A Loans during the first three years and (ii) 2.50% of the original principal amount of the Term A Loans during final two years. Any remaining outstanding balance ~~being~~will be due at maturity on ~~the earlier of (a) June 21, 2026~~October 16, 2028. The Revolving Credit Facility is not subject to amortization and ~~(b) unless the loans under TLB Facility have been repaid prior to such date, the date that is 91 days prior to the TLB Maturity Date.~~will mature on October 16, 2028.

Commitments under the Revolving Credit Facility are scheduled to terminate on the earlier of (a) June 21, 2026 and (b) unless the loans under TLB Facility have been repaid prior to such date, the date that is 91 days prior to the TLB Maturity Date. Loans under the Revolving Credit Facility may be repaid and reborrowed prior to such date, subject to the satisfaction of customary conditions.

The obligations under the Senior Secured Credit ~~Facility~~Facilities are guaranteed by certain of the Company’s ~~domestic~~ material subsidiaries ~~including~~ ~~NCR International, Inc. (~~the “Guarantor Subsidiary”) and certain domestic subsidiaries acquired through the Cardtronics Transaction (collectively, the “Cardtronics Guarantors” and together with the Guarantor Subsidiary, the(the “Guarantors”).The obligations under the Senior Secured Credit ~~Facility~~Facilities and the above described guarantee are secured by a first priority lien and security interest in certain equity interests owned by the Company and the Guarantors in certain of their respective domestic and foreign subsidiaries, and a first priority lien and security interest in substantially all of the assets of the Company and the Guarantors, subject to certain exclusions. ~~These security interests would be released if the Company achieves an “investment grade” rating and will remain released so long as the Company maintains an “investment grade” rating.~~

The Senior Secured Credit ~~Facility includes~~Facilities contain customary representations and warranties, affirmative covenants, and negative covenants. The negative covenants ~~that restrict or~~ limit the ~~ability of the Company~~Company’s and its ~~subsidiaries~~subsidiaries’ ability to, among other things, incur ~~indebtedness;~~indebtedness, create liens on ~~assets;~~the Company’s or its subsidiaries’ assets, engage in ~~certain~~ fundamental ~~corporate~~ changes, ~~or changes to the Company's business activities;~~ make ~~investments;~~investments, sell or otherwise dispose of ~~assets;~~assets, engage in sale-leaseback ~~or hedging transactions; repurchase stock, pay dividends or~~transactions, make ~~similar distributions;~~restricted payments, repay ~~other indebtedness;~~subordinated indebtedness, engage in certain ~~affiliate transactions; or~~transactions with affiliates and enter into agreements ~~that restrict~~restricting the ~~Company's~~ ability of the Company’s subsidiaries to ~~create~~make distributions to the Company or incur liens ~~pay dividends or make loan repayments.~~ on their assets.

The Senior Secured Credit ~~Facility~~Facilities also ~~includes~~contain a financial covenant ~~with respect to the Revolving Credit Facility and the TLA Facility. The financial covenant requires~~that does not permit the Company to ~~maintain:~~

•Aallow its consolidated leverage ratio ~~on the last day of any fiscal quarter, not~~ to ~~exceed (i) in the case of any fiscal quarter ending on or prior to December 31, 2021, 5.50 to 1.00, (ii)~~exceed(i) in the case of any fiscal quarter ending on or prior to September 30, ~~2022, 5.25~~2024, 4.75 to 1.00, (ii) in the case of any fiscal quarter ending on or following September 30, 2024 and prior to September 30, 2025, 4.50 to 1.00 and (iii) in the case of any fiscal quarter ending on or ~~after December 31, 2022, 4.75~~following September 30, 2025, 4.25 to 1.00, in each case subject, to (x) increases of 0.25 in connection with the consummation of any material acquisition and applicable to the fiscal quarter in which such acquisition is consummated and the three consecutive fiscal quarters thereafter, and (y) a maximum cap of 5.00 to 1.00.

The Senior Secured Credit Facilities also include provisions for events of default, which are customary for similar financings. Upon the occurrence of an event of default, the lenders may, among other things, terminate the loan commitments, accelerate all loans and require cash collateral deposits in respect of outstanding letters of credit. If the Company is unable to pay or repay the amounts due, the lenders could, among other things, proceed against the collateral granted to them to secure such indebtedness.

Senior Unsecured Notes On August 20, 2020, the Company issued $650 million aggregate principal amount of 5.000% senior unsecured notes due in 2028 (the “5.000% Notes”) and $450 million aggregate principal amount of 5.250% senior unsecured notes due in 2030 (the “5.250% Notes”). Interest is payable on the 5.000% and 5.250% Notes semi-annually in arrears at interest rates of 5.000% and 5.250%, respectively, on April 1 and October 1. The ~~Company's~~5.000% and 5.250% Notes were sold at 100% of the principal amount and mature on October 1, 2028 and October 1, 2030, respectively.

At any time and from time to time, prior to October 1, 2023, the Company may redeem up to a maximum of 40% of the original aggregate principal amount of either the 5.000% Notes or 5.250% Notes with the proceeds of one or more equity offerings, at a redemption price equal to 105.000%, with respect to the 5.000% Notes, and 105.250%, with respect to the 5.250% Notes, of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to, but not including, the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided that: (i) at least 55% of the original aggregate principal amount of the 5.000% Notes or 5.250% Notes remains outstanding; and (ii) such redemption occurs within 180 days of the completion of such equity offering.

Table of Contents

NCR Voyix Corporation

Notes to Condensed Consolidated Financial Statements (Unaudited)—(Continued)

Prior to October 1, 2025 with respect to the 5.250% Notes, the Company may redeem some or all of such series of Notes by paying a redemption price equal to 100% of the principal amount of the Notes to be redeemed plus the Applicable Premium, as defined in the indenture governing the applicable series of notes, plus accrued and unpaid interest to, but excluding, the redemption date (subject to the right of holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date).

The Company has the option to redeem the 5.000% Notes, in whole or in part, at any time on or after October 1, 2023, at a redemption price of 102.500%, 101.250%, and 100% during the 12-month periods commencing on October 1, 2023, 2024 and 2025 and thereafter, respectively, plus accrued and unpaid interest to the redemption date. The Company has the option to redeem the 5.250% Notes, in whole or in part, at any time on or after October 1, 2025, at a redemption price of 102.625%, 101.750%, 100.875%, and 100% during the 12-month periods commencing on October 1, 2025, 2026, 2027 and 2028 and thereafter, respectively, plus accrued and unpaid interest to the redemption date.

On April 6, 2021, the Company issued $1.2 billion aggregate principal amount of 5.125% senior notes due 2029 (the “5.125%

Notes”). Interest is payable on the 5.125% Notes semi-annually in arrears at annual rates of 5.125% on April 15 and October 15 of each year. The 5.125% Notes will mature on April 15, 2029.

On or after April 15 of the relevant year listed below, the Company may redeem some or all of the 5.125% Notes at the prices listed below, plus accrued and unpaid interest, if any, to, but not including, the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date): 2024 at a redemption price of 102.563%, 2025 at a redemption price of 101.281% and 2026 and thereafter at a redemption price of 100%.

The senior unsecured notes are the Company’s senior unsecured obligations and are jointly and severally unconditionally guaranteed on a senior unsecured basis by ~~certain of~~ the ~~Company's~~Company’s domestic material subsidiaries, ~~(including~~subject to certain limitations, that guarantee the ~~Guarantor Subsidiary and the Cardtronics Guarantors that joined as guarantors on October 14, 2021), which have guaranteed fully and unconditionally the obligations~~Company’s Senior Secured Credit Facilities pursuant to ~~pay principal and interest for the Company's~~supplemental indentures governing each applicable series of senior unsecured notes. The ~~terms of~~indentures governing the ~~indentures for the Company's~~ senior unsecured notes ~~limit~~contain customary events of default, including, among other things, payment default, exchange default, failure to provide certain notices thereunder and certain provisions related to bankruptcy events. The indentures governing the ~~ability of~~senior unsecured notes also contains customary high yield affirmative and negative covenants, including negative covenants that, among other things, limit the Company and ~~certain of~~ its ~~subsidiaries~~restricted subsidiaries’ ability to ~~among other things,~~ incur additional ~~debt or issue redeemable preferred stock; pay dividends or make certain other restricted payments or investments; incur liens; sell assets; incur restrictions~~indebtedness, create liens on, ~~the ability of the Company's subsidiaries to pay dividends to the Company; enter into affiliate transactions; engage in sale and leaseback transactions; and consolidate, merge,~~ sell or otherwise dispose of ~~all~~assets, engage in certain fundamental corporate changes or ~~substantially all~~changes to lines of business activities, make certain investments or material acquisitions, engage in sale-leaseback or hedging transactions, repurchase common stock, pay dividends or make similar distributions on capital stock, repay certain indebtedness, engage in certain affiliate transactions and enter into agreements that restrict their ability to create liens, pay dividends or make loan repayments. If the ~~Company's or such subsidiaries' assets. These covenants are subject to significant exceptions and qualifications. For example, if these~~senior unsecured notes are assigned an “investment grade” rating by ~~Moody's~~Moody’s or S&P and no default has occurred or is continuing, certain covenants will be terminated.

~~Other Debt~~ In December 2022, the Company entered into a borrowing agreement with Banc of America Leasing & Capital, LLC to direct funds to NCR in exchange for installment repayments and for security interest in ATM equipment in corresponding ATM-as-a-Service ("ATMaaS") contracts. The total amount available under the financing program is $20 million with repayment terms up to four years. As of June 30, 2023 total debt outstanding under the financing program was $11 million with a weighted average interest rate of 7.20% and a weighted average term of 3.3 years. As of December 31, 2022, total debt outstanding was $12 million with a weighted average interest rate of 7.21% and a weighted average term of 3.7 years.

~~Table of Content~~

~~NCR Corporation~~

~~Notes to Condensed Consolidated Financial Statements (Unaudited)—(Continued)~~

Fair Value of Debt The Company utilized Level 2 inputs, as defined in the fair value hierarchy, to measure the fair value of the long-term debt, which, as of ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022~~2023 was ~~$5.18~~$2.50 billion and ~~$5.25~~$2.47 billion, respectively. ~~Management's~~Management’s fair value estimates were based on quoted prices for recent trades of ~~NCR’s~~the Company’s long-term debt, quoted prices for similar instruments, and inquiries with certain investment communities.

6. TRADE RECEIVABLES FACILITY

The Company maintains a trade receivables facility (the “T/R Facility”) ~~with PNC Bank, National Association (“PNC”),~~pursuant to which ~~allows~~ the ~~Company's~~Company’s wholly-owned, ~~bankruptcy remote~~bankruptcy-remote subsidiary NCR Receivables LLC (the “U.S. SPE”)~~, to~~ may sell certain trade receivables ~~on a revolving basis~~acquired by it from the Company and other affiliates of the Company to PNC Bank, National Association, MUFG Bank, Ltd. and ~~the~~any other unaffiliated purchasers ~~participating in~~from time to time party to the T/R ~~Facility.~~Facility (the “Purchasers”). The T/R Facility aswas most recently amended ~~became effective September 30, 2021 and has a term of~~on October 16, 2023 in connection with the Spin-Off in order to, among other things, (i) extend the scheduled maturity by two years, ~~which~~(ii) provide for the repurchase by each of Cardtronics USA, Inc., ATM National, LLC and Cardtronics Canada Holdings Inc. (the “Released Originators”) of its outstanding receivables then subject to the T/R Facility, (iii) assign to the Company and NCR Canada Corp., as applicable, all obligations of the ~~U.S. SPE intend~~Released Originators under the T/R Facility and release each such Released Originator from all of its obligations thereunder, and (iv) adjust the factors used to ~~renew.~~determine the availability of capital for investment in the pool of receivables by Purchasers.

Under the T/R Facility, the Company and ~~certain United States and~~one of its Canadian operating subsidiaries ~~of the Company~~ continuously sell their trade receivables as they are originated to the U.S. SPE ~~and~~or a Canadian bankruptcy-remote special purpose entity (collectively with the U.S. SPE, the “SPEs”), as applicable. None of the assets or credit of ~~either SPE~~the SPEs is available to satisfy the debts and obligations owed to the creditors of the Company or any other person until the obligations of the SPEs under the T/R Facility have been satisfied. In

Table of Contents

NCR Voyix Corporation

Notes to Condensed Consolidated Financial Statements (Unaudited)—(Continued)

addition, the obligations of the SPEs under T/R Facility are solely the obligations of the SPEs and not of any other person, and such obligations are generally payable out of collections on the trade receivables owned by such SPEs. The Company controls and therefore consolidates the SPEs in its ~~condensed~~ consolidated financial statements.

As cash is collected on the trade receivables, the U.S. SPE has the ability to continuously transfer ownership and control of new qualifying trade receivables ~~to PNC and~~ the ~~other unaffiliated purchasers~~Purchasers such that the total outstanding balance of trade receivables sold can be up to $300 million at any point in time, which is the maximum purchase commitment of ~~PNC and~~ the ~~other unaffiliated purchasers.~~Purchasers. The future outstanding balance of trade receivables that are sold is expected to vary based on the level of activity and other factors and could be less than the maximum purchase commitment of $300 million. The total outstanding balance of trade receivables that ~~have been~~were sold to the Purchasers and derecognized by the U.S. SPE ~~to PNC and the other unaffiliated purchasers is~~was approximately ~~$268~~$300 million and ~~$300~~$288 million as of ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, respectively. Excluding the trade receivables sold to ~~PNC and other unaffiliated purchasers,~~the Purchasers, the SPEs collectively owned ~~$301~~$208 million and ~~$321~~$107 million of trade ~~receivable~~receivables as of ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, respectively, and these amounts are included in Accounts receivable, net in the Company’s Condensed Consolidated Balance Sheets.

Continuous cash activity related to the T/R Facility is reflected in Net cash provided by operating activities in the ~~Condensed~~ Consolidated Statements of Cash Flows. During the six months ended June 30, 2023, the Company paid $76 million to PNC and the other unaffiliated purchasers and received $33 million as the outstanding balance of receivables sold fluctuated during the quarter. The U.S. SPE incurs fees under the T/R Facility, including fees due and payable to ~~PNC and~~ the ~~other unaffiliated purchasers participating in the T/R Facility.~~Purchasers. Those fees, which are immaterial, are recorded within Other income (expense), net in the Condensed Consolidated Statements of Operations. In addition, each of the SPEs has provided a full recourse guarantee in favor of ~~PNC and~~ the ~~other unaffiliated purchasers~~Purchasers of the full and timely payment of all trade receivables sold to them by the U.S. SPE. The guarantee is ~~collateralized~~secured by all the trade receivables owned by each of the SPEs that have not been sold to ~~PNC or~~ the ~~other unaffiliated purchasers.~~Purchasers. The reserve recognized for this recourse obligation as of ~~June 30, 2023~~March 31, 2024 is not material.

The Company, or in the case of any Canadian trade receivables, NCR Canada Corp., continues to be involved with the trade receivables even after they are transferred to the SPEs (or further transferred to ~~PNC and~~ the ~~other unaffiliated purchasers)~~Purchasers) by acting as servicer. In addition to any obligations as servicer, the Company and each of its subsidiaries ~~acting~~that may from time to time act as an originator under the T/R Facility provide the SPEs with customary recourse in respect of (i) certain dilutive events with respect to the trade receivables sold to the SPEs that are caused by the Company or ~~another originator~~other applicable originators and (ii) in the event of certain violations by the Company or ~~another originator~~other applicable originators of their respective representations and warranties with respect to the trade receivables sold to the SPEs. The Company guarantees that any of its subsidiaries (other than the SPEs) party to the T/R Facility will duly and punctually perform its obligations under the T/R Facility (whether as servicer or as originator). These servicing and originator liabilities of the Company and ~~its~~any such subsidiaries (other than the SPEs) under the T/R Facility are not expected to be material given the high quality of the customers underlying the receivables and the anticipated short collection period.

The T/R Facility includes other customary representations and warranties, affirmative and negative covenants and default and termination provisions, which provide for the acceleration of amounts owed to ~~PNC and~~ the ~~other unaffiliated purchasers~~Purchasers thereunder in circumstances including, but not limited to, failure to pay capital or yield on when due, breach of representation, warranty or covenant, certain insolvency events or failure to maintain the security interest in the trade receivables, and defaults under other material indebtedness.

~~Table of Content~~

~~NCR Corporation~~

~~Notes to Condensed Consolidated Financial Statements (Unaudited)—(Continued)~~

7. INCOME TAXES

~~7. INCOME TAXES~~

Income tax provisions for interim (quarterly) periods are based on an estimated annual effective income tax rate calculated separately from the effect of significant, infrequent or unusual items. Income tax ~~expense~~benefit from continuing operations was ~~$30~~$14 million for the three months ended ~~June 30, 2023~~March 31, 2024 compared to income tax expense of ~~approximately zero~~$5 million for the three months ended ~~June 30, 2022.~~March 31, 2023. The change was primarily driven by ~~discrete tax expenses~~a favorable mix of earnings between our U.S. and ~~benefits and higher income before taxes~~non-U.S. jurisdictions in the three months ended ~~June 30, 2023,~~March 31, 2024 compared to the prior year.~~In the three months ended June 30, 2023,~~ Additionally, the Company ~~recognized a $2 million expense from recording a valuation allowance against deferred~~did not recognize any material discrete tax ~~assets~~expenses or benefits in Turkey and a $2 million expense related to interest on uncertain tax benefits. In the three months ended June 30, 2022, the Company recognized a $6 million benefit from provision to return adjustments and a $7 million benefit related to uncertain tax position settlements and statute of limitation lapses.

either period.

Income tax expense was $44 million for the six months ended June 30, 2023 compared to income tax expense of $13 million for the six months ended June 30, 2022. The change was primarily driven by discrete tax expenses and benefits and higher income before taxes in the six months ended June 30, 2023, compared to the prior year. In the six months ended June 30, 2023, the Company recognized a $2 million expense from recording a valuation allowance against deferred tax assets in Turkey, a $2 million expense related to tax audit settlements, and a $4 million expense related to interest on uncertain tax benefits. In the six months ended June 30, 2022, the Company recognized a $4 million benefit from provision to return adjustments and a $7 million benefit related to uncertain tax position settlements and statute of limitation lapses.

The Company engages in continuous discussions and negotiations with taxing authorities regarding tax matters, and the Company has determined that over the next 12 months it expects to resolve certain tax matters related to U.S. and foreign jurisdictions. As a result, as of June 30, 2023, we estimate that it is reasonably possible that gross unrecognized tax benefits may decrease by $3 million to $5 million in the next 12 months.

Table of ~~Content~~Contents

NCR Voyix Corporation

Notes to Condensed Consolidated Financial Statements (Unaudited)—(Continued)

8. STOCK COMPENSATION PLANS

As of ~~June 30, 2023,~~March 31, 2024, the Company’s stock-based compensation consisted of restricted stock units, employee stock purchase plan and stock options. Stock-based compensation expense for the following periods were:


In millions	In millions	Three months ended June 30				Six months ended June 30
		2023		2022		2023		2022
In millions

2024
2024
Restricted stock units
Restricted stock units
Restricted stock units	Restricted stock units	$	34	$	28	$	62	$	54
Stock options	Stock options	—		5		2		10
Stock options
Stock options
Employee stock purchase plan
Employee stock purchase plan
Employee stock purchase plan	Employee stock purchase plan	2		2		4		5
Stock-based compensation expense	Stock-based compensation expense	36		35		68		69
Stock-based compensation expense
Stock-based compensation expense
Tax benefit
Tax benefit
Tax benefit	Tax benefit	(4)		(4)		(4)		(8)
Stock-based compensation expense (net of tax)	Stock-based compensation expense (net of tax)	$	32	$	31	$	64	$	61
Stock-based compensation expense (net of tax)
Stock-based compensation expense (net of tax)

Stock-based compensation expense is recognized in the Condensed Consolidated Financial Statements based upon fair value.

On ~~February 13, 2023,~~March 15, 2024, the Company granted market-based restricted stock units vesting on December 31, 2025. The number of awards that vest are subject to the compound annual growth rate ("CAGR") of the Company's stock price from January 1, 2023 to December 31, 2025 (the "performance period"), subject to an alternative level of achievement based on the Company's relative total shareholder return ranking among a comparison group.March 15, 2027. The fair value of the awards was determined ~~to be $35.04 per share~~ based on ~~using a Monte-Carlo simulation model~~the grant date fair value and will be recognized over the requisite service period.

Approximately 50% of these market-based restricted stock units granted include an accelerated vesting provision if a Qualified Transaction, as defined in the award agreement, takes place during the performance period (with a minimum vesting period of one year from the grant date). Upon the occurrence of a Qualified Transaction, the number of shares that vest are then based on the Company's 20-day volume-weighted average closing stock price immediately preceding the transaction date. If a qualifying transaction is deemed probable, the award will be recognized over the adjusted requisite service period at a fair value determined using a Monte-Carlo simulation model ranging from $35.09 to $41.77 per unit, dependent upon the estimated timing of the transaction. Transactions of this nature are subject to many variables that are highly uncertain, including the receipt of regulatory approvals and market conditions.

The table below details the significant assumptions used in determining the fair value of the market-based restricted stock units granted on ~~February 13, 2023:~~March 15, 2024:


Dividend yield	—	%
Risk-free interest rate	~~4.15~~4.44	%
Expected volatility	~~55.90~~60.37	%

Expected volatility for these restricted stock units is calculated as the historical volatility of the Company’s stock over a period of approximately three years, as management believes this is the best representation of prospective trends. The risk-free interest rate was determined based on a three year U.S. Treasury yield curve in effect at the time of the grant.

As of ~~June 30, 2023,~~March 31, 2024, the total unrecognized compensation cost of ~~$198~~$87 million related to unvested restricted stock grants is expected to be recognized over a weighted average period of approximately ~~1.1~~1.2 years. As of ~~June 30, 2023, the total unrecognized compensation cost related to unvested~~March 31, 2024, all stock option grants ~~was approximately zero.~~have vested.

Employee Stock Purchase Plan The ~~Company's~~Company’s Employee Stock Purchase Plan (“ESPP”) provides employees a 15% discount on stock purchases using a three-month look-back feature where the discount is applied to the stock price that represents the lower of ~~NCR’s~~the Company’s closing stock price on either the first day or the last day of each calendar quarter. Participants can contribute between 1% and 10% of their compensation.

For the three months ended ~~June 30,~~March 31, 2024, employees purchased 0.3 million shares, at a discounted price of $10.74. For the three months ended March 31, 2023, employees purchased 0.3 million shares, at a discounted price of ~~$19.93. For the three months ended June 30, 2022, employees purchased 0.2 million shares, at a discounted price of $26.44.~~$20.05.

~~Table of Content~~

~~NCR Corporation~~

~~Notes to Condensed Consolidated Financial Statements (Unaudited)—(Continued)~~

9. EMPLOYEE BENEFIT PLANS

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

In millions U.S. Pension Benefits International Pension Benefits Total Pension Benefits
2023 2022 2023 2022 2023 2022
Net service cost $ — $ — $ 1 $ 1 $ 1 $ 1
Interest cost 18 10 7 3 25 13
Expected return on plan assets (16) (16) (9) (7) (25) (23)
Amortization of prior service cost — — — — — —
Net periodic benefit cost (income) $ 2 $ (6) $ (1) $ (3) $ 1 $ (9)

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

In millions U.S. Pension Benefits International Pension Benefits Total Pension Benefits
2023 2022 2023 2022 2023 2022
Net service cost $ — $ — $ 2 $ 2 $ 2 $ 2
Interest cost 36 20 14 6 50 26
Expected return on plan assets (33) (33) (17) (14) (50) (47)
Amortization of prior service cost — — — — — —
Net periodic benefit cost (income) $ 3 $ (13) $ (1) $ (6) $ 2 $ (19)

~~Net postretirement benefit was zero for the three and six months ending June 30, 2023 and 2022.~~

~~Components of the net cost of the postemployment plan for the following periods were:~~

Three months ended June 30 Six months ended June 30
In millions 2023 2022 2023 2022
Net service cost $ 3 $ 36 $ 6 $ 49
Interest cost 2 — 3 1
Amortization of:
Prior service benefit (1) — (1) (1)
Actuarial gain (1) — (2) —
Net benefit cost $ 3 $ 36 $ 6 $ 49

Employer Contributions

Pension For the three ~~and six~~ months ended ~~June 30, 2023, NCR~~March 31, 2024, $3 million was contributed ~~$4 million and $8 million respectively,~~ to ~~its~~the Company’s international pension plans. ~~NCR~~The Company anticipates contributing an additional ~~$12~~$10 million to its international pension plans for a total of ~~$20~~$13 million in ~~2023.~~

~~Postretirement~~ ~~For~~2024. Following the ~~three~~Spin-Off, NCR Atleos assumed the U.S. and ~~six months ended June 30, 2023,~~certain international pension plan assets and liabilities, along with the associated deferred costs in accumulated other comprehensive loss, which were previously sponsored by the Company. Pursuant to the terms of the Spin-Off transaction documents, the Company is required to contribute 50% of the annual costs of the U.S. pension plan to NCR ~~made no contributions~~Atleos to ~~its U.S. postretirement plan.~~the extent NCR ~~anticipates contributing~~Atleos contributes more than $40 million on an ~~additional $2 million to its U.S. postretirement~~annual basis beginning with the plan ~~for a total of $2 million in 2023.~~

~~Postemployment~~ For the three and six months ended June 30, 2023, NCR contributed $10 million and $24 million respectively, to its postemployment plan. NCR anticipates contributing an additional $51 million to its postemployment plan for a total of $75 million in 2023.

year ending December 31, 2024.

2120

Table of ~~Content~~Contents

NCR Voyix Corporation

Notes to Condensed Consolidated Financial Statements (Unaudited)—(Continued)

Postemployment For the three months ended March 31, 2024, the Company contributed $8 million to its postemployment plan. The Company anticipates contributing an additional $24 million to its postemployment plan for a total of $32 million in 2024.

10. COMMITMENTS AND CONTINGENCIES

In the normal course of business, ~~NCR~~the Company is subject to various proceedings, lawsuits, claims and other matters, including, for example, those that relate to the environment and health and safety, labor and employment, employee benefits, import/export compliance, patents or other intellectual property, data privacy and security, product liability, commercial disputes and regulatory compliance, among others. Additionally, ~~NCR~~the Company is subject to diverse and complex laws and regulations, including those relating to corporate governance, public disclosure and reporting, environmental safety and the discharge of materials into the environment, product safety, import and export compliance, data privacy and security, antitrust and competition, government contracting, anti-corruption, and labor and human resources, which are rapidly changing and subject to many possible changes in the future. 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, and substantially increase costs to ~~NCR~~the Company or could have an impact on ~~NCR's~~the Company’s future operating results. The Company has reflected all liabilities when a loss is considered probable and reasonably estimable in the Condensed Consolidated Financial Statements. We do not believe there is a reasonable possibility that losses exceeding amounts already recognized have been incurred, but there can be no assurances that the amounts required to satisfy alleged liabilities from such matters will not impact future operating results.Other than as stated below, the Company does not currently expect to incur material capital expenditures related to such matters.However, there can be no assurances that the actual amounts required to satisfy alleged liabilities from various lawsuits, claims, legal proceedings and other matters, including, but not limited to the Kalamazoo River environmental matter and other matters discussed above and below, and to comply with applicable laws and regulations, will not exceed the amounts reflected in ~~NCR’s~~the Condensed Consolidated Financial Statements or will not have a material adverse effect on its consolidated results of operations, capital expenditures, competitive position, financial condition or cash flows.

~~Legal Matters~~ During August 2019, a suit was filed against the Company by Pennsylvania-based CloudofChange LLC alleging willful infringement by NCR for its use of its NCR Silver point-of-sale offering. On October 27, 2022, the court in the Western District of Texas denied the Company's post-trial motion in this matter for judgment as a matter of law or alternatively for a new trial, resulting in a ruling against the Company in an amount of $13 million. The Company remains committed to its position that NCR Silver does not infringe the CloudofChange LLC patents and will vigorously defend its position on appeal. The Company has already engaged experienced appellate counsel and immediately filed its notice of appeal. The Company evaluated the matter in accordance with ASC 450, ~~Contingencies, and concluded that, as of June 30, 2023, a loss of up to $13 million is reasonably possible, but not probable and, therefore, no accrual has been recorded.~~

Environmental Matters ~~NCR's~~The Company’s facilities and operations are subject to a wide range of environmental protection laws, and ~~NCR~~the Company has investigatory and remedial activities underway at a number of facilities that it currently owns or operates, or formerly owned or operated, to comply, or to determine compliance, with such laws. Also, ~~NCR~~the Company has been identified, either by a government agency or by a private party seeking contribution to site clean-up costs, as a potentially responsible party (“PRP”) at a number of sites pursuant to various state and federal laws, including the Federal Water Pollution Control Act, the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”) and comparable state statutes. Following the Spin-Off, the Company will retain the responsibility to manage the identified environmental liabilities and remediations, subject however to an indemnity obligation by NCR Atleos to contribute 50% of the costs of certain environmental liabilities after an annual $15 million funding threshold is met. Other than the Kalamazoo River ~~matter and the Ebina~~ matter discussed below, we currently do not anticipate material expenses and liabilities from these environmental matters.

Fox River ~~NCR~~ The Company was one of eight entities that was formally notified by governmental and other entities that it was a PRP for environmental claims (under CERCLA and other statutes) arising out of the presence of polychlorinated biphenyls (“PCBs”) in sediments in the lower Fox River and in the Bay of Green Bay in Wisconsin. ~~NCR~~The Company was identified as a PRP because of alleged PCB discharges from two carbonless copy paper manufacturing facilities it previously owned, which were located along the Fox River, and carbonless copy paper “broke” the Company allegedly sold to other mills as raw material. In 2017, the Company entered into a Consent Decree with the federal and state governments for the clean-up of the Fox River, which was approved on August 22, 2017 by the federal district court in Wisconsin presiding over this matter. The Consent Decree resolved the Company’s disputes with the enforcement agencies as well as the other PRPs.

All litigation relating to the contribution and enforcement of remediation obligations on the Fox River has been concluded. On October 3, 2022, the Environmental Protection Agency issued the Company a Certificate of Completion certifying that all of the Company’s remedial obligations under the Consent Decree have been completed.

The cost of the Fox River remediation has been shared with three parties (the previously reported API having fully satisfied its obligations in 2016, and is now bankrupt): B.A.T. Industries p.l.c. (“BAT”) as co-obligor, and AT&T Corp. (“AT&T”) and Nokia (as the successor to Lucent Technologies and Alcatel-Lucent USA) as indemnitors. Under a 1998 Cost Sharing Agreement and subsequent 2005 arbitration award (collectively, the “Cost Sharing Agreement”), from 2008 through 2014, BAT paid 60% of the cost of the Fox River clean-up and natural resource damages (“NRD”). Pursuant to a September 30, 2014

~~Table of Content~~

~~NCR Corporation~~

~~Notes to Condensed Consolidated Financial Statements (Unaudited)—(Continued)~~

Funding Agreement (the “Funding Agreement”), BAT funded 50% of ~~NCR’s~~the Company’s Fox River remediation costs from October 1, 2014 forward; the Funding Agreement also provides ~~NCR~~the Company contractual avenues for a future payment of, via direct and third-party sources, (1) the difference between BAT’s 60% obligation under the Cost Sharing Agreement on the one hand and

Table of Contents

NCR Voyix Corporation

Notes to Condensed Consolidated Financial Statements (Unaudited)—(Continued)

their ongoing (since September 2014) 50% payments under the Funding Agreement on the other, ~~as well as~~and (2) the difference between the amount ~~NCR~~the Company received under the Funding Agreement and the amount owed to it under the Cost Sharing Agreement for the period from April 2012 through September 2014 (collectively, the “Funding Agreement Receivable”). Pursuant to a ~~June 12,~~ 2015 Letter Agreement, ~~NCR's~~the Company’s contractual avenue for direct payment by BAT was effectively stayed pending completion of other unrelated lawsuits by BAT against third-parties. As of ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, the Funding Agreement Receivable was approximately $54 million and was included in Other assets in the Condensed Consolidated Balance Sheets. The timing of collection of sums related to the receivable is uncertain, subject and pursuant to the terms of the Funding Agreement and related agreements. This receivable is not taken into account in calculating the Company’s Fox River remaining reserve.

Additionally, under a 1996 Divestiture Agreement, the Company, AT&T and Nokia have mutual several (not joint) responsibility for indemnifying each other for certain environmental matters, including the Fox River and the Kalamazoo River discussed below, after defined dollar expenditures are met. AT&T and Nokia have been ~~responsible severally (not jointly) for indemnifying NCR~~reimbursing the Company for certain portions of the amounts paid by ~~NCR~~the Company for the Fox River matter over athe defined threshold ~~and~~for Fox River subject to certain offsets for insurance recoveries and net tax benefits (the “Divestiture Agreement Offsets”)~~, if any. (The~~. The Divestiture Agreement governs certain aspects of AT~~&T's~~&T’s divestiture of ~~NCR~~the Company and ~~of what was then known as~~ Lucent Technologies.) Those companies have generally made the payments requested of them by the Company on an ongoing basis. The Company, AT&T and Nokia are currently discussing a final reconciliation of the Divestiture Agreement Offsets, but the timing for a final resolution is uncertain.

~~There could be additional changes to some elements of the Company's remaining obligation over upcoming periods, in view of a~~The final reconciliation of the Funding Agreement Receivable and the Divestiture Agreement ~~Offsets. Thus, there can be no assurance that unexpected~~Offsets could result in additional expenditures and liabilities ~~will not have a material effect on NCR's capital expenditures, earnings, financial condition, cash flows, or competitive position.~~for the Company that could be material. As of ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, we have no remaining liability for environmental remedial obligations for the Fox River matter. As of ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, the liability subject to final reconciliation with indemnitors under the Divestiture Agreement was approximately $22 million.

Kalamazoo River In November 2010, The United States Environmental Protection Agency (“USEPA”) issued a “general notice letter” to ~~NCR~~the Company with respect to the Allied Paper, Inc./Portage Creek/Kalamazoo River Superfund Site (“Kalamazoo River site”) in Michigan. Three other companies - International Paper, Mead Corporation, and Consumers Energy - also received general notice letters at or about the same time. USEPA asserts that the site is contaminated by various substances, primarily PCBs, as a result of discharges by various paper mills located along the river. USEPA does not claim that the Company made direct discharges into the Kalamazoo River, and ~~NCR~~the Company never had facilities at or near the Kalamazoo River site, but USEPA indicated that “NCR may be liable under Section 107 of CERCLA ... as an arranger, who by contract or agreement, arranged for the disposal, treatment and/or transportation of hazardous substances at the Site.” USEPA stated that it “may issue special notice letters to [NCR] and other PRPs for future RI/FS [remedial investigation / feasibility studies] and RD/RA [remedial design / remedial action] negotiations.”

In connection with the Kalamazoo River site, in December 2010 the Company, along with two other defendants, was sued in federal court by three GPGeorgia Pacific (“GP”) affiliate corporations in a private-party contribution and cost recovery action for alleged pollution. The suit ~~pending in Michigan, asks~~sought to require that the Company and other defendants pay a “fair portion” of these companies’ ~~costs. Various removal~~costs and remedial actions remain to be decided upon and performed at the Kalamazoo River site, the total costs for which generally remain undetermined; in 2017, Records of Decisions were issued for two parts of the river, and in 2018 such a decision was issued for another part of the river, but such decisions for the majority of the work are expected to be made only over the next several years. The suit allegesalso alleged that the Company iswas liable to the GP entities as an “arranger” under CERCLA. The initial phase of the case was tried in a Michigan federal court in February ~~2013; on~~2013 and in September ~~26,~~ 2013 the court issued a decision that held ~~NCR~~the Company was liable as an “arranger” as of at least March ~~1969.~~1969 (PCB-containing carbonless copy paper was produced from approximately 1954 to April 1971, and the majority of contamination at the Kalamazoo River site had occurred prior to 1969). ~~NCR preserved its right to appeal the September 2013 decision.~~

In the 2013 decision the Court did not determine NCR’s share of the overall liability. Relative shares of liability for the four companies were tried to the court in a subsequent phase of the case in December 2015. In a ruling issued onin March ~~29,~~ 2018, the court addressed responsibility for the costs that GP had incurred in the past, totaling to approximately $50 million (GP had sought approximately $105 million, but $55 million of those claims were removed by the court upon motions filed by the Company and other parties)~~; NCR~~. The Company and GP were each assigned a 40% share of those costs, and the other two companies were assigned 15% and 5% as their allocations. The court entered a judgment in the case onin June ~~19,~~ 2018, in which it indicated that it would not allocate future costs, but would enter a declaratory judgment that the four companies together had responsibility for future costs, in amounts and shares to be determined. ~~Cross-proceedings have been commenced to obtain recoveries from the other parties pursuant to the judgment; those proceedings were stayed pending the appeal referenced below.~~

~~Table of Content~~

~~NCR Corporation~~

~~Notes to Condensed Consolidated Financial Statements (Unaudited)—(Continued)~~

In July 2018, the Company appealed to the United States Court of Appeals for the Sixth Circuit both the 2013 court decision ~~which it believes is in conflict with a decision from the Fox River trial court as to Operable Unit 1 of that site and an affirmance of that decision from the Court of Appeals for the Seventh Circuit,~~ and the 2018 court decision, on various legal grounds. The Company filed a bond to stay any execution of the judgment pending the appeal, and its application for a stay was approved by the court and remains stayed until the Company filed its dismissal of the appeal on December 31, 2020 pursuant to a Consent Decree, noted below.decision.

During the pendency of the Sixth Circuit ~~stay,~~appeal, the Company negotiated a settlement of the Kalamazoo River matter with the USEPA and other government ~~agencies having oversight over the river. On~~agencies. In December 5, 2019, the Company entered into a Consent Decree ~~filed with the District Court on~~and in December ~~11, 2019, and on December 2,~~ 2020, the District Court approved the Consent Decree, which ~~has now~~ resolved ~~all~~the foregoing litigation associated with the ~~river~~Kalamazoo River clean-up, including the Sixth Circuit appeal. The Consent Decree requires the Company to pay GP its 40% share of past costs, to pay the USEPA and state agencies their past and future administrative ~~costs, and~~costs. It also required the Company to dismiss

Table of Contents

NCR Voyix Corporation

Notes to Condensed Consolidated Financial Statements (Unaudited)—(Continued)

its Sixth Circuit appeal. The Consent Decree further requires the Company to take responsibility for the remediation of a portion, but not all, of the Kalamazoo River. The Consent Decree ~~further~~ provides the Company protection from other PRPs, including GP, seeking contribution for their costs associated with the clean-up anywhere on the river, thereby resolving the allocation of future costs left unresolved by the June ~~19, 2019~~2018 judgment.

The Company believes it has meritorious claims ~~against~~to recover certain Kalamazoo River remediation expenses from BAT under the Cost Sharing Agreement, discussed above, ~~for~~as the ~~Kalamazoo River remediation expenses as~~river is a ~~so-called~~ “future ~~site.”~~site” under the agreement. To date, BAT ~~has denied~~disputes that the Kalamazoo River is a “future site.” OnIn February ~~10,~~ 2023, the Company filed an action against BAT in the Southern District of New York seeking a declaration that the Kalamazoo River is ~~indeed~~ a ~~future site~~“future site” under the Cost Sharing Agreement. ~~The~~In December 2022, the Company ~~will~~met the contractual threshold set forth in the 1996 Divestiture Agreement and as a result also ~~have~~has indemnity or reimbursement claims against AT&T and ~~Nokia~~Nokia.

In November 2023, the USEPA issued a conditional approval for a work plan to remediate one area of the Kalamazoo River (referred to by USEPA as Area 4) for which the Company has remediation responsibility. The conditional approval provided the Company with sufficient information to estimate the cost of the first phase of remediation for this area of the river and necessitated an increase in the Kalamazoo reserve. Subsequently, USEPA provided further clarification about the conditions with respect to completing the second phase of the work plan that could substantially increase the costs of remediation. The Company does not believe the scope of work for this second phase is its responsibility under the ~~arrangement discussed above in connection~~Consent Decree or the National Contingency Plan. On March 29, 2024, the Company filed a Notice of Dispute with the ~~Fox River matter after expenses have met a contractual threshold set out~~USEPA objecting to the scope of work for Area 4 as being inconsistent with the National Contingency Plan and contrary to the requirements of the Consent Decree. The Company is currently working with the USEPA to resolve this dispute. If the Area 4 dispute is not decided in the ~~1996 Divestiture Agreement referenced above in~~Company’s favor, the ~~Fox River discussion. The Company believes that contractual threshold was met in December 2022.~~costs to remediate Area 4 could increase substantially.

As of ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, the total reserve for Kalamazoo was ~~$88~~$142 million and ~~$90~~$141 million, respectively. The reserve is reported on a basis that is net of expected contributions from the ~~Company's~~Company’s co-obligors and indemnitors, subject to when the applicable threshold is reached. While the Company believes its ~~co-obligors'~~co-obligors’ and ~~indemnitors'~~indemnitors’ obligations are as previously reported, the reserve reflects changes in positions taken by some of those co-obligors and indemnitors with respect to the Kalamazoo River. The contributions from its co-obligors and indemnitors are expected to range from $70 million to $155 million and the Company will continue to pursue such contribution.

As many aspects of the costs of remediation will not be determined for several years (and thus the high end of a range of possible costs for many areas of the site cannot be quantified at this time), the Company has made what it considers to be reasonable estimates of the low end of a range for such costs where remedies are identified, and/or of the costs of investigations and studies for areas of the river where remedies have not yet been determined, and the reserve is informed by those estimates. The extent of ~~NCR’s~~the Company’s potential liability remains subject to many uncertainties, notwithstanding the settlement of this matter and related Consent Decree noted above, particularly in as much as remedy decisions and cost estimates will not be generated until times in the future and as most of the work to be performed will take place through the 2030s. Under other assumptions or estimates for possible costs of remediation, which the Company does not at this point consider to be reasonably estimable or verifiable, it is possible that the reserve the Company has taken to discontinued operations reflected in this paragraph could more than approximately double the reflected reserve.

Ebina The Company ~~is engaged in cooperative~~has now completed all regulatory compliance activities ~~with the government of Japan~~ in connection with certain environmental contaminants generated in its past operations in ~~that country.~~Japan. The Company ~~has~~once had quantities of PCB and other wastes primarily from its former plant at Oiso, Japan, including capsulated undiluted solutions manufactured in the past, capacitors, light ballasts and PCB-affected soil from the Oiso plant that was excavated and placed in steel drums. These wastes ~~are~~were stored in a facility at Ebina, Japan in accordance with Japanese regulations governing such materials. ~~Over~~As of March 31, 2024, the ~~past several years Japan~~Company has enacted and amended legislation governing such wastes, and has set a current deadline for treating and disposing of (at government-constructed disposal facilities) the highest-concentration wastes by 2027. Lower-concentration wastes can be and have been disposed of ~~via private contractors,~~all wastes at the Ebina facility in accordance with government regulations, and ~~as of June 30, 2023, NCR had disposed of approximately 96% of its lower-concentration wastes and approximately 75% of its higher-concentration wastes.~~this matter has been concluded.

The Company and its consultants have met and communicated regularly with the Japanese agency charged with administration of the law, and are working with that agency on a program to manage disposal of the high-concentration wastes, including tests of technologies to make the disposal more efficient. The government has given its final approvals, and the Company started to dispose of the high-concentration wastes in 2021, with final deadlines for various of the government-constructed disposal sites

~~Table of Content~~

~~NCR Corporation~~

~~Notes to Condensed Consolidated Financial Statements (Unaudited)—(Continued)~~

currently set for 2023 and later. Low-concentration wastes are required to be contracted for disposal by 2027, a timetable that the Company expects to meet. In September 2019, the Company’s environmental consultants, following a series of communications and meetings with the Japanese agency, at the Company’s request prepared an estimate of remaining disposal costs over the coming several years. While the estimate is subject to a range of assumptions and uncertainties, including prospects of cost reduction in coordination with the agency as certain field testing to separate high-concentration and low-concentration waste progresses over the coming years, the Company adjusted its existing reserve for the matter to take into account this cost estimate. The reserve as of ~~June 30, 2023 and December~~March 31, ~~2022~~2024 is ~~$3 million and $7 million, respectively.~~zero. The Japan environmental waste issue iswas treated as a compliance matter and not as litigation or enforcement, and the Company has received no threats of litigation or enforcement. Atleos does not have any indemnification obligations to the Company in connection with the Ebina matter.

Environmental-Related Insurance Recoveries In connection with the Fox River, Kalamazoo River and other environmental sites, through ~~June 30, 2023, NCR~~March 31, 2024, the Company has received a combined gross total of approximately $212 million in settlements reached with various of its insurance carriers. Portions of many of these settlements agreed in the 2010 through 2013 timeframe are payable to a law firm that litigated the claims on the ~~Company's~~Company’s behalf. Some of the settlements cover not only the Fox River but also other environmental sites; some are limited to either the Fox River or the Kalamazoo River site. Some of the

Table of Contents

NCR Voyix Corporation

Notes to Condensed Consolidated Financial Statements (Unaudited)—(Continued)

settlements are directed to defense costs and some are directed to indemnity; some settlements cover both defense costs and indemnity. The Company does not anticipate that further material insurance recoveries specific to Kalamazoo River remediation costs will be available to it, but it has recovered some amounts as a result of settlement discussions with certain carriers. Claims with respect to Kalamazoo River defense costs have now been settled, with the amounts of those settlements included in the sum reported above.

Environmental Remediation Estimates It is difficult to estimate the future financial impact of environmental laws, including potential liabilities. ~~NCR~~The Company records environmental provisions when it is probable that a liability has been incurred and the amount or range of the liability is reasonably estimable; in accordance with accounting guidance, where liabilities are not expected to be quantifiable or estimable for a period of years, the estimated costs of investigating those liabilities are recorded as a component of the reserve for that particular site. Provisions for estimated losses from environmental restoration and remediation are, depending on the site, based generally on internal and third-party environmental studies, estimates as to the number and participation level of other PRPs, the extent of contamination, estimated amounts for attorney and other fees, and the nature of required clean-up and restoration actions. Reserves are adjusted as further information develops or circumstances change. Management expects that the amounts reserved from time to time will be paid out over the period of investigation, negotiation, remediation and restoration for the applicable sites. The amounts provided for environmental matters in ~~NCR's~~the Company’s Condensed Consolidated Financial Statements are the estimated gross undiscounted amounts of such liabilities, without deductions for indemnity insurance, third-party indemnity claims or recoveries from other PRPs, except as qualified in the following sentences. In those cases where insurance carriers or third-party indemnitors have agreed to pay any amounts and management believes that collectability of such amounts is probable, the amounts are recorded in the Condensed Consolidated Financial Statements. For the Fox River and Kalamazoo River sites, as described above, assets relating to the AT&T and Nokia indemnities and to the BAT obligations are recorded as payment is supported by contractual agreements, public filings and/or payment history.

Guarantees and Product Warranties In the ordinary course of business, ~~NCR~~the Company may issue performance guarantees on behalf of its subsidiaries to certain of its customers and other parties. Some of those guarantees may be backed by standby letters of credit, surety bonds, or similar instruments. In general, under the guarantees, ~~NCR~~the Company would be obligated to perform, or cause performance, over the term of the underlying contract in the event of an unexcused, uncured breach by its subsidiary, or some other specified triggering event, in each case as defined by the applicable guarantee. ~~NCR~~The Company believes the likelihood of having to perform under any such guarantee is remote. As of ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022, NCR~~2023, the Company had no material obligations related to such guarantees, and therefore its Condensed Consolidated Financial Statements do not have any associated liability balance.

~~NCR~~The Company provides its customers a standard manufacturer’s warranty and records, at the time of the sale, a corresponding estimated liability for potential warranty costs. Estimated future obligations due to warranty claims are based upon historical factors, such as labor rates, average repair time, travel time, number of service calls per machine and cost of replacement parts. When a sale is consummated, the total customer revenue is recognized, provided that all revenue recognition criteria are otherwise satisfied, and the associated warranty liability is recorded using pre-established warranty percentages for the respective product classes. Warranty reserve liabilities are presented in Other current liabilities and Other liabilities in the ~~Condensed~~ Consolidated Balance Sheets.

From time to time, product design or quality corrections are accomplished through modification programs. When identified, associated costs of labor and parts for such programs are estimated and accrued as part of the warranty reserve.

~~Table of Content~~

~~NCR Corporation~~

~~Notes to Condensed Consolidated Financial Statements (Unaudited)—(Continued)~~

~~The Company recorded the activity related to the warranty reserve for the six months ended June 30 as follows:~~

In millions 2023 2022
Warranty reserve liability
Beginning balance as of January 1 $ 13 $ 19
Accruals for warranties issued 7 9
Settlements (in cash or in kind) (10) (13)
Ending balance as of June 30 $ 10 $ 15

In addition, ~~NCR~~the Company provides its customers with certain indemnification rights, subject to certain limitations and exceptions. ~~NCR~~In some cases, the Company agrees to defend and indemnify its customers from third-party lawsuits alleging patent or other infringement of Company solutions based on its ~~customers'~~customers’ use of them. On limited occasions the Company will undertake to indemnify a customer for business, rather than contractual, reasons. From time to time, ~~NCR~~the Company also enters into agreements in connection with its acquisition and divestiture activities that include indemnification obligations by the Company. The fair value of these indemnification obligations is not readily determinable due to the conditional nature of the Company’s potential obligations, certain limitations to liability and indemnity exclusions that appear in certain of the Company’s agreements, and the specific facts and circumstances involved with each particular agreement. Historically, the Company has not recorded a liability in connection with these indemnifications. From time to time the Company has provided indemnification under these circumstances, none of which has resulted in material liabilities, and the Company expects these indemnities will continue to arise in the future.

Table of Contents

NCR Voyix Corporation

Notes to Condensed Consolidated Financial Statements (Unaudited)—(Continued)

Purchase Commitments The Company has purchase commitments for materials, supplies, services, and property, plant and equipment as part of the normal course of business. This includes a long-term service agreement with Accenture, under which many of ~~NCR's~~the Company’s key transaction processing activities and functions are performed.

11. SERIES A CONVERTIBLE PREFERRED STOCK

Holders of Series A Convertible Preferred Stock are entitled to a cumulative dividend at the rate of 5.5% per annum, payable quarterly in arrears. Beginning in the first quarter of 2020, dividends are payable in cash or in-kind at the option of the Company. If the Company does not declare and pay a dividend, the dividend rate will increase to 8.0% per annum until all accrued but unpaid dividends have been paid in full. During the three months ended ~~June 30,~~March 31, 2024 and 2023, ~~and 2022,~~ the Company paid cash dividends of $4 million. ~~During the six months ended June 30, 2023 and 2022, the Company paid cash dividends of $8 million.~~

~~The~~Prior to the close of business on October 17, 2023, the Series A Convertible Preferred Stock iswas convertible at the option of the holders at any time into shares of common stock at a conversion price of $30.00 per share, or a conversion rate of 33.333 shares of common stock per share of Series A Convertible Preferred Stock. As a result of ~~June 30, 2023~~the Spin-Off, the conversion rate of the Series A Convertible Preferred Stock was adjusted pursuant to its terms to 57.5601 shares of common stock per share of Series A Convertible Preferred Stock, effective immediately after the close of business on October 17, 2023. As of March 31, 2024 and December 31, ~~2022,~~2023, the maximum number of common shares that could be required to be issued upon conversion of the outstanding shares of Series A Convertible Preferred Stock was ~~9.2~~15.9 million shares.

12. EARNINGS PER SHARE

Basic earnings per share (“EPS”) is calculated by dividing net income or loss attributable to NCR Voyix, less any dividends (declared or cumulative undeclared), deemed dividends, accretion or decretion, redemption or induced conversion on our Series A Convertible Preferred Stock, by the weighted average number of shares outstanding during the period.

In computing diluted EPS, we evaluate and reflect the maximum potential dilution, for each issue or series of issues of potential common shares in sequence from the most dilutive to the least dilutive. We adjust the numerator used in the basic EPS computation, subject to anti-dilution requirements, to add back the dividends (declared or cumulative undeclared) applicable to the Series A Convertible Preferred Stock. Such add-back would also include any adjustments to equity in the period to accrete the Series A Convertible Preferred Stock to its redemption price, or recorded upon a redemption or induced conversion. We adjust the denominator used in the basic EPS computation, subject to anti-dilution requirements, to include the dilution from potential shares resulting from the issuance of the Series A Convertible Preferred Stock, restricted stock units, and stock options.

~~Table of Content~~

~~NCR Corporation~~

~~Notes to Condensed Consolidated Financial Statements (Unaudited)—(Continued)~~

The holders of Series A Convertible Preferred Stock, unvested restricted stock units and stock options do not have non-forfeitable rights to common stock dividends or common stock dividend equivalents. Accordingly, the Series A Convertible Preferred Stock, unvested restricted stock units and stock options do not qualify as participating securities. See Note 8, “Stock Compensation Plans”, for share information on ~~NCR’s~~the Company’s stock compensation plans.

~~The components of basic earnings per share are as follows:~~

In millions, except per share amounts Three months ended June 30 Six months ended June 30
2023 2022 2023 2022
Numerator:
Income (loss) from continuing operations $ 20 $ 35 $ 29 $ 2
Dividends on Series A Convertible Preferred Stock (4) (4) (8) (8)
Income (loss) from continuing operations attributable to NCR common stockholders 16 31 21 (6)
Income (loss) from discontinued operations, net of tax (1) 6 (1) 5
Net income (loss) attributable to NCR common stockholders $ 15 $ 37 $ 20 $ (1)
Denominator:
Basic weighted average number of shares outstanding 140.4 136.6 140.0 136.2
Basic earnings per share:
From continuing operations $ 0.11 $ 0.23 $ 0.15 $ (0.04)
From discontinued operations — 0.04 (0.01) 0.03
Total basic earnings per share $ 0.11 $ 0.27 $ 0.14 $ (0.01)

2725

Table of ~~Content~~Contents

NCR Voyix Corporation

Notes to Condensed Consolidated Financial Statements (Unaudited)—(Continued)

The components of basic and diluted earnings (loss) per share are as follows:

In millions, except per share amounts Three months ended June 30 Six months ended June 30
2023 2022 2023 2022
Numerator:
Income (loss) from continuing operations $ 20 $ 35 $ 29 $ 2
Dividends on Series A Convertible Preferred Stock (4) (4) (8) (8)
Income (loss) from continuing operations attributable to NCR common stockholders 16 31 21 (6)
Income from discontinued operations, net of tax (1) 6 (1) 5
Net income (loss) attributable to NCR common stockholders $ 15 $ 37 $ 20 $ (1)
Denominator:
Basic weighted average number of shares outstanding 140.4 136.6 140.0 136.2
Dilutive effect of restricted stock units and stock options 1.5 4.2 2.0 —
Weighted average diluted shares 141.9 140.8 142.0 136.2
Diluted earnings per share:
From continuing operations $ 0.11 $ 0.22 $ 0.15 $ (0.04)
From discontinued operations — 0.04 (0.01) 0.03
Total diluted earnings per share $ 0.11 $ 0.26 $ 0.14 $ (0.01)


In millions, except per share amounts	Three months ended March 31
	2024		2023
Numerator:
Income (loss) from continuing operations	$	(40)	$	(66)
Series A convertible preferred stock dividends	(4)		(4)

Income (loss) from continuing operations attributable to NCR Voyix common stockholders	(44)		(70)
Income (loss) from discontinued operations, net of tax	—		73
Net income (loss) attributable to NCR Voyix common stockholders	$	(44)	$	3

Denominator:
Basic and diluted weighted average number of shares outstanding	143.5		139.6

Basic and diluted earnings (loss) per share:
From continuing operations	$	(0.31)	$	(0.50)
From discontinued operations	—		0.52
Total basic and diluted earnings per share	$	(0.31)	$	0.02

For the three months ended June 30, 2023, shares related to the as-if converted Series A Convertible Preferred Stock of 9.2 million were excluded from the diluted share count because their effect would have been anti-dilutive. Additionally, weighted average restricted stock units and stock options of 12.7 million were excluded from the diluted share count because their effect would have been anti-dilutive.

For the three months ended June 30, 2022, shares related to the as-if converted Series A Convertible Preferred Stock of 9.2 million were excluded from the diluted share count because their effect would have been anti-dilutive. Additionally, weighted average restricted stock units and stock options of 7.4 million were excluded from the diluted share count because their effect would have been anti-dilutive.

For the six months ended June 30, 2023, shares related to the as-if converted Series A Convertible Preferred Stock of 9.2 million were excluded from the diluted share count because their effect would have been anti-dilutive. Additionally, for the six months ended June 30, 2023, weighted average restricted stock units and stock options of 12.7 million were excluded from the diluted share count because their effect would have been anti-dilutive.

~~For the six months ended June 30, 2022,~~March 31, 2024, due to the net loss from continuing operations attributable to NCR Voyix common stockholders, potential common shares that would ~~cause~~have caused dilution, such as the Series A Convertible Preferred Stock, restricted stock units and stock options, have been excluded from the diluted share count because their effect would have been anti-dilutive. The weighted average outstanding shares of common stock were not adjusted by ~~9.2~~15.9 million for the as-if converted Series A Preferred Stock because their effect would have been anti-dilutive. ~~For the six months ended June 30, 2022,~~Additionally, weighted average restricted stock units and stock options of ~~11.4~~11.0 million were excluded from the diluted share count because their effect would have been anti-dilutive.

For the three months ended March 31, 2023, shares related to the as-if converted Series A Convertible Preferred Stock of 9.2 million were excluded from the diluted share count because their effect would have been anti-dilutive. Additionally, weighted average restricted stock units and stock options of 15.0 million were excluded from the diluted share count because their effect would have been anti-dilutive.

~~Table of Content~~

~~NCR Corporation~~

~~Notes to Condensed Consolidated Financial Statements (Unaudited)—(Continued)~~

13. DERIVATIVES AND HEDGING INSTRUMENTS

~~NCR~~The Company is exposed to certain risks arising from both our business operations and economic conditions. We principally manage exposures to a wide variety of business and operational risk through management of core business activities. We manage interest rate risk associated with our ~~vault cash rental obligations and~~ floating rate-debt by managing the amount, sources, and duration of debt funding and the use of derivative financial instruments. The Company ~~uses~~has historically used interest rate cap agreements or interest rate swap contracts (“Interest Rate Derivatives”) to manage differences in the amount, timing and duration of known or expected cash payments related to our existing TLA Facility ~~and vault cash~~ agreements.

Further, a substantial portion of our operations and revenue occur outside the United States and, as such, ~~NCR~~the Company has exposure to approximately 4540 functional currencies. Our results can be significantly impacted, both positively and negatively, by changes in foreign currency exchange rates. The Company seeks to mitigate such impact by hedging its foreign currency transaction exposure using foreign currency forward and option contracts. We do not enter into hedges for speculative purposes.

The Company assesses, both at inception of the hedge and on an ongoing basis, whether derivatives used as hedging instruments are highly effective in offsetting the changes in the fair value or cash flow of the hedged items. If it is determined that a derivative is not highly effective as a hedge or ceases to be highly effective, the Company discontinues hedge accounting prospectively.

Foreign Currency Exchange Risk

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

Table of Contents

NCR Voyix Corporation

Notes to Condensed Consolidated Financial Statements (Unaudited)—(Continued)

Our risk management strategy includes hedging, on behalf of certain subsidiaries, a portion of our forecasted, non-functional currency denominated cash flows for a period of up to 15 months. As a result, some of the impact of currency fluctuations on non-functional currency denominated transactions (and hence on subsidiary operating income, as stated in the functional currency), is mitigated in the near term. In the longer term (greater than 15 months), the subsidiaries are still subject to the effect of translating the functional currency results to United States Dollars. To manage our exposures and mitigate the impact of currency fluctuations on the operations of our foreign subsidiaries, we hedge our main transactional exposures through the use of foreign exchange forward and option contracts. This is primarily done through the hedging of foreign currency denominated inter-company inventory purchases by ~~NCR’s~~the Company’s marketing units and the foreign currency denominated inputs to our manufacturing units. If the hedge is designated as a highly effective cash flow hedge, the gains or losses are deferred into accumulated other comprehensive income (“AOCI”). The gains or losses from derivative contracts that are designated as highly effective cash flow hedges related to inventory purchases are recorded in cost of products when the inventory is sold to an unrelated third party. Otherwise, they are recorded in earnings when the exchange rates change. As of ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, the balance in AOCI related to foreign exchange derivative transactions was zero.

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

Interest Rate Risk The Company designates Interest Rate Derivative contracts as cash flow hedges of forecasted transactions when they are determined to be highly effective at inception.

We utilize interest rate swap contracts or interest rate cap agreements 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 Derivatives are included in cash flows from operating activities in the Condensed Consolidated Statements of Cash Flows.

In June 2022, the Company executed $2.4 billion aggregate notional amount interest rate swap contracts effective June 1, 2022 and terminating on April 1, 2025. These interest rate swap contracts had fixed rates ranging from 2.790% to 3.251%, and were designated as cash flow hedges of the floating rate interest associated with the Company's U.S. Dollar and U.K. Pound Sterling vault cash agreements. On June 14, 2023, the Company terminated all open interest rate swap contracts for cash proceeds of $71 million. Based on the assessed “reasonably possible” probability of the future separation of the ATM business from NCR, further discussed in Note 1, “Basis of Presentation and Summary of Significant Accounting Policies”, the net derivative-related gains associated with these swaps were deferred into Accumulated other comprehensive income and will be reclassified into earnings from Accumulated other comprehensive income through April 1, 2025, corresponding to the term of the original interest rate swap agreements.

~~Table of Content~~

~~NCR Corporation~~

~~Notes to Condensed Consolidated Financial Statements (Unaudited)—(Continued)~~

On June 14, 2023, the Company executed new $2.4 billion aggregate notional amount interest rate swap contracts effective June 14, 2023 and terminating on December 31, 2025. These interest rate swap contracts have fixed rates ranging from 4.2395% to 5.2740% and were designed to hedge the floating rate interest associated with the Company's U.S. Dollar and U.K. Pound Sterling vault cash agreements. However, due to the assessed “reasonably possible” probability of the future separation of the ATM business from NCR, the interest rate swap contracts did not qualify for cash flow hedge accounting treatment and are considered ineffective. As a result, changes in the fair value of the interest rate swaps will be recorded to Cost of services in the accompanying Condensed Consolidated Statements of Operations. In the three and six months ended June 30, 2023, the Company recognized a gain of $14 million in Cost of services related to the active interest rate swaps.

Unrealized gains on terminated interest rate swap and cap agreements reported in Accumulated other comprehensive income will be reclassified to Interest expense and Cost of services ratably over terms corresponding to the original agreements. As of June 30, 2023 and December 31, 2022, the balance in AOCI related to Interest Rate Derivatives was $92 million and $109 million, respectively.

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


	Fair Values of Derivative Instruments																Fair Values of Derivative Instruments
	March 31, 2024																March 31, 2024
In millions												In millions	Balance Sheet Location	Notional Amount	Fair Value	Balance Sheet Location		Notional Amount	Fair Value
Derivatives not designated as hedging instruments

		Fair Values of Derivative Instruments
		June 30, 2023
In millions		Balance Sheet Location	Notional Amount		Fair Value		Balance Sheet Location	Notional Amount		Fair Value
Derivatives not designated as hedging instruments
Interest rate swap contracts		Prepaid and other current assets			$	20	Other current liabilities			$	—
Interest rate swap contracts		Other Assets			2		Other liabilities			(8)
Total interest rate swap contracts			$	2,431	$	22		$	—	$	(8)

Foreign exchange contracts

Foreign exchange contracts

Foreign exchange contracts	Foreign exchange contracts	Prepaid and other current assets			$	1	Other current liabilities			$	(3)
Total foreign exchange contracts	Total foreign exchange contracts		$	276	$	1		$	534	$	(3)
Total derivatives not designated as hedging instruments	Total derivatives not designated as hedging instruments				$	23				$	(11)

		Fair Values of Derivative Instruments
		December 31, 2022


													Fair Values of Derivative Instruments
													December 31, 2023
In millions	In millions	Balance Sheet Location	Notional Amount		Fair Value		Balance Sheet Location	Notional Amount		Fair Value		In millions	Balance Sheet Location	Notional Amount	Fair Value	Balance Sheet Location		Notional Amount	Fair Value
Derivatives designated as hedging instruments
Interest rate swap contracts		Prepaid and other current assets			$	36	Other current liabilities			$	—
Interest rate swap contracts		Other Assets			27		Other liabilities			—
Total derivatives designated as hedging instruments			$	2,423	$	63		$	—	$	—

Derivatives not designated as hedging instruments

Derivatives not designated as hedging instruments

Derivatives not designated as hedging instruments	Derivatives not designated as hedging instruments
Foreign exchange contracts	Foreign exchange contracts	Prepaid and other current assets			$	1	Other current liabilities			$	(2)
Foreign exchange contracts
Foreign exchange contracts
Total foreign exchange contracts
Total derivatives not designated as hedging instruments	Total derivatives not designated as hedging instruments		$	376	$	1		$	373	$	(2)
Total derivatives					$	64				$	(2)

3027

Table of ~~Content~~Contents

NCR Voyix Corporation

Notes to Condensed Consolidated Financial Statements (Unaudited)—(Continued)

The effects of derivative instruments on the Condensed Consolidated Statements of Operations and Condensed Consolidated Statements of Comprehensive Income for the three ~~and six~~ months ended ~~June 30,~~March 31, 2024 and 2023 ~~and 2022~~ were as follows:


In millions	In millions	Amount of Gain (Loss) Recognized in Other Comprehensive Income (OCI) on Derivative Contracts					Amount of (Gain) Loss Reclassified from AOCI into the Condensed Consolidated Statement of Operations				In millions	Amount of Gain (Loss) Recognized in Other Comprehensive Income (OCI) on Derivative Contracts			Amount of (Gain) Loss Reclassified from AOCI into the Condensed Consolidated Statement of Operations
Derivatives in Cash Flow Hedging Relationships	Derivatives in Cash Flow Hedging Relationships	For the three months ended June 30, 2023		For the three months ended June 30, 2022		Location of (Gain) Loss Reclassified from AOCI into the Condensed Consolidated Statement of Operations	For the three months ended June 30, 2023		For the three months ended June 30, 2022		Derivatives in Cash Flow Hedging Relationships	For the three months ended March 31, 2024	For the three months ended March 31, 2023	Location of (Gain) Loss Reclassified from AOCI into the Condensed Consolidated Statement of Operations		For the three months ended March 31, 2024	For the three months ended March 31, 2023
Interest rate contracts	Interest rate contracts	$	35	$	10	Cost of services	$	(19)	$	5
Interest rate contracts	Interest rate contracts	$	—	$	11	Interest expense	$	(5)	$	—

In millions		Amount of Gain (Loss) Recognized in Other Comprehensive Income (OCI) on Derivative					Amount of (Gain) Loss Reclassified from AOCI into the Condensed Consolidated Statement of Operations
Derivatives in Cash Flow Hedging Relationships		For the six months ended June 30, 2023		For the six months ended June 30, 2022		Location of (Gain) Loss Reclassified from AOCI into the Condensed Consolidated Statement of Operations	For the six months ended June 30, 2023		For the six months ended June 30, 2022
Interest rate contracts		$	24	$	42	Cost of services	$	(34)	$	6
Interest rate contracts		$	—	$	36	Interest expense	$	(9)	$	—




											Amount of Gain (Loss) Recognized in the Condensed Consolidated Statement of Operations
In millions	In millions		Amount of Gain (Loss) Recognized in the Condensed Consolidated Statement of Operations
			Three months ended June 30				Six months ended June 30
Derivatives not Designated as Hedging Instruments
Derivatives not Designated as Hedging Instruments
Derivatives not Designated as Hedging Instruments	Derivatives not Designated as Hedging Instruments	Location of Gain (Loss) Recognized in the Condensed Consolidated Statement of Operations	2023		2022		2023		2022
Foreign exchange contracts	Foreign exchange contracts	Other income (expense), net	$	(3)	$	(12)	$	(8)	$	(18)
Interest rate contracts		Cost of services	$	14	$	—	$	14	$	—
Foreign exchange contracts
Foreign exchange contracts

The following tables show the impact of the ~~Company's~~Company’s cash flow hedge accounting relationships on the Condensed Consolidated Statement of Operations for the three ~~and six~~ months ended ~~June 30, 2023~~March 31, 2024 and ~~2022.~~2023.


			Location and Amount of (Gain) Loss Recognized in Income on Cash Flow Hedging Relationships for the three months ended June 30:
			Location and Amount of (Gain) Loss Recognized in Income on Cash Flow Hedging Relationships for the three months ended March 31:
			Location and Amount of (Gain) Loss Recognized in Income on Cash Flow Hedging Relationships for the three months ended March 31:
			Location and Amount of (Gain) Loss Recognized in Income on Cash Flow Hedging Relationships for the three months ended March 31:
In millions	In millions		Cost of Services				Interest Expense			In millions		Cost of Services			Interest Expense
			2023		2022			2023		2022
		2024											2024	2023		2024	2023
Total amount of expense presented in the Condensed Consolidated Statements of Operations in which the effects of cash flow hedges are recorded	Total amount of expense presented in the Condensed Consolidated Statements of Operations in which the effects of cash flow hedges are recorded		$	970	$	982		$	91	$	67

Amount of (gain) loss reclassified from Accumulated other comprehensive loss, net of expense	Amount of (gain) loss reclassified from Accumulated other comprehensive loss, net of expense		$	(19)	$	5		$	(5)	$	—
Amount of (gain) loss reclassified from Accumulated other comprehensive loss, net of expense
Amount of (gain) loss reclassified from Accumulated other comprehensive loss, net of expense

~~Table of Content~~

~~NCR Corporation~~

~~Notes to Condensed Consolidated Financial Statements (Unaudited)—(Continued)~~

Location and Amount of (Gain) Loss Recognized in Income on Cash Flow Hedging Relationships for the six months ended June 30:
In millions Cost of Services Interest Expense
2023 2022 2023 2022
Total amount of expense presented in the Condensed Consolidated Statements of Operations in which the effects of cash flow hedges are recorded $ 1,939 $ 1,945 $ 174 $ 130
Amount of (gain) loss reclassified from Accumulated other comprehensive loss, net of expense $ (34) $ 6 $ (9) $ —

~~As of June 30, 2023, the Company expects to reclassify$80 million of net derivative-related gains contained in Accumulated other comprehensive loss into earnings during the next twelve months.~~

Refer to Note 14, “Fair Value of Assets and Liabilities”, for further information on derivative assets and liabilities recorded at fair value on a recurring basis.

Concentration of Credit Risk

~~NCR~~The Company is potentially subject to concentrations of credit risk on accounts receivable and financial instruments such as hedging instruments and cash and cash equivalents. Credit risk includes the risk of nonperformance by counterparties. The maximum potential loss may exceed the amount recognized on the Condensed Consolidated Balance Sheets. Exposure to credit risk is managed through credit approvals, credit limits, selecting major international financial institutions as counterparties to hedging transactions and monitoring procedures. ~~NCR’s~~The Company’s business often involves large transactions with customers, and if one or more of those customers were to default on its obligations under applicable contractual arrangements, the Company could be exposed to potentially significant losses. However, management believes that the reserves for potential losses are adequate. As of ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, we did not have any major concentration of credit risk related to financial instruments.

Table of ~~Content~~Contents

NCR Voyix Corporation

Notes to Condensed Consolidated Financial Statements (Unaudited)—(Continued)

14. FAIR VALUE OF ASSETS AND LIABILITIES

Assets and Liabilities Measured at Fair Value on a Recurring Basis

Assets and liabilities recorded at fair value on a recurring basis as of ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022~~2023 are set forth as follows:


		June 30, 2023									March 31, 2024
In millions	In millions	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		In millions	Total	Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)
Assets:	Assets:
Deposits held in money market mutual funds (1)	Deposits held in money market mutual funds (1)	$	9	$	9	$	—	$	—
Foreign exchange contracts (2)		1		—		1		—
Interest rate swap agreements (3)		22		—		22		—
Deposits held in money market mutual funds(1)
Deposits held in money market mutual funds(1)

Total

Total

Total	Total	$	32	$	9	$	23	$	—
Liabilities:	Liabilities:
Interest rate swap agreements (4)		$	8	$	—	$	8	$	—
Foreign exchange contracts (5)		3		—		3		—

Foreign exchange contracts(3)

Foreign exchange contracts(3)

Foreign exchange contracts(3)
Total	Total	$	11	$	—	$	11	$	—

December 31, 2022
In millions Total Quoted Prices in
Active Markets for
Identical Assets
(Level 1) Significant Other
Observable Inputs
(Level 2) Significant
Unobservable Inputs
(Level 3)
Assets:
Deposits held in money market mutual funds (1)
$ 16 $ 16 $ — $ —
Foreign exchange contracts (2)
1 — 1 —
Interest rate swap and cap agreements (3)
63 — 63 —
Total $ 80 $ 16 $ 64 $ —
Liabilities:
Foreign exchange contracts (5)
2 — 2 —
Total $ 2 $ — $ 2 $ —


	December 31, 2023
In millions	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:


Foreign exchange contracts(2)	$	5	$	—	$	5	$	—

Total	$	5	$	—	$	5	$	—
Liabilities:

Foreign exchange contracts(3)	$	4	$	—	$	4	$	—
Total	$	4	$	—	$	4	$	—

(1)Included in Cash and cash equivalents in the Condensed Consolidated Balance Sheets.

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

(3) ~~Included in Prepaid and other current assets and Other assets in the Condensed Consolidated Balance Sheets.~~

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

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

Deposits Held in Money Market Mutual Funds A portion of the Company’s excess cash is held in money market mutual funds that generate interest income based on prevailing market rates. Money market mutual fund holdings are measured at fair value using quoted market prices and are classified within Level 1 of the valuation hierarchy.

Foreign Exchange Contracts As a result of our global operating activities, we are exposed to risks from changes in foreign currency exchange rates, which may adversely affect our financial condition. To manage our exposures and mitigate the impact of currency fluctuations on our financial results, we hedge our primary transactional exposures through the use of foreign exchange forward and option contracts. The foreign exchange contracts are valued using the market approach based on observable market transactions of forward rates and are classified within Level 2 of the valuation hierarchy.

~~Interest Rate Swap and Cap Agreements~~ In order to add stability to interest expense and operating costs and to manage exposure to interest rate movements the Company utilizes interest rate swap contracts and interest rate cap agreements as part of its interest rate risk management strategy. The interest rate cap agreements are valued using the market standard methodology of discounting the future expected cash receipts that would occur if variable interest rates rise above the strike rate of the caps. The variable interest rates used in the calculation of projected receipts on the cap are based on an expectation of future interest

~~Table of Content~~

~~NCR Corporation~~

~~Notes to Condensed Consolidated Financial Statements (Unaudited)—(Continued)~~

rates derived from observable market interest rate curves and volatilities. The interest rate swap contracts are valued using an income model based on disparity between variable and fixed interest rates, the scheduled balance of underlying principal outstanding, yield curves, and other information readily available in the market. As such, the interest rate swap contracts and interest rate cap agreements are classified in Level 2 of the fair value hierarchy.

We incorporate credit valuation adjustments to appropriately reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of our derivative contracts for the effect of nonperformance risk, we consider the impact of netting and any applicable credit enhancements. We measure the credit risk of our derivative financial instruments that are subject to master netting agreements on a net basis by counterparty portfolio.

Although we have determined that the majority of the inputs used to value our derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments utilize Level 3 inputs to evaluate the likelihood of both our own default and counterparty default. As of ~~June 30, 2023,~~March 31, 2024, we determined that the credit valuation adjustments are not significant to the overall valuation of our derivatives and therefore, the valuations are classified in Level 2 of the fair value hierarchy.

Table of Contents

NCR Voyix Corporation

Notes to Condensed Consolidated Financial Statements (Unaudited)—(Continued)

Assets Measured at Fair Value on a Non-recurring Basis

From time to time, certain assets are measured at fair value on a nonrecurring basis using significant unobservable inputs (Level 3). ~~NCR~~The Company reviews the carrying values of investments when events and circumstances warrant and considers all available evidence in evaluating when declines in fair value are other-than-temporary declines. There were no material impairment charges or non-recurring fair value adjustments recorded during the three ~~and six~~ months ended ~~June 30, 2023~~March 31, 2024 and ~~2022.~~2023.

~~Table of Content~~

~~NCR Corporation~~

~~Notes to Condensed Consolidated Financial Statements (Unaudited)—(Continued)~~

15. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

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


In millions	In millions	Currency Translation Adjustments		Changes in Employee Benefit Plans		Changes in Fair Value of Effective Cash Flow Hedges		Total		In millions	Currency Translation Adjustments	Changes in Employee Benefit Plans	Changes in Fair Value of Effective Cash Flow Hedges	Total
Balance as of December 31, 2022		$	(404)	$	(5)	$	109	$	(300)
Balance as of December 31, 2023
Other comprehensive income (loss) before reclassifications	Other comprehensive income (loss) before reclassifications	8		—		17		25
Amounts reclassified from AOCI	Amounts reclassified from AOCI	—		(2)		(34)		(36)
Net current period other comprehensive (loss) income	Net current period other comprehensive (loss) income	8		(2)		(17)		(11)
Balance as of June 30, 2023		$	(396)	$	(7)	$	92	$	(311)
Balance as of March 31, 2024

Reclassifications Out of AOCI


				For the three months ended June 30, 2023
				Employee Benefit Plans
			For the three months ended March 31, 2023													For the three months ended March 31, 2023
	Employee Benefit Plans
In millions
In millions
In millions	In millions			Amortization of Actuarial Loss (Gain)		Amortization of Prior Service Benefit		Effective Cash Flow Hedge Loss (Gain)		Total		Amortization of Actuarial Loss (Gain)	Amortization of Prior Service Benefit	Effective Cash Flow Hedge Loss (Gain)	Total
Affected line in Condensed Consolidated Statement of Operations:	Affected line in Condensed Consolidated Statement of Operations:
		Cost of products		$	—	$	—	$	—	$	—
		Cost of services		(1)		(1)		(19)		(21)
		Selling, general and administrative expenses		—		—		—		—
		Research and development expenses		—		—		—		—
		Interest expense		—		—		(5)		(5)
		Total before tax		$	(1)	$	(1)	$	(24)	$	(26)
		Tax expense								5
		Total reclassifications, net of tax								$	(21)
		Cost of products
		Cost of products
		Cost of products
	Cost of services
	Selling, general and administrative expenses
	Research and development expenses
	Interest expense
	Total before tax
	Tax expense
	Total reclassifications, net of tax

For the three months ended June 30, 2022
Employee Benefit Plans
In millions Amortization of Actuarial Loss (Gain) Amortization of Prior Service Benefit Effective Cash Flow Hedge Loss (Gain) Total
Affected line in Condensed Consolidated Statement of Operations:
Cost of products $ — $ — $ — $ —
Cost of services — — 5 5
Selling, general and administrative expenses — — — —
Research and development expenses — — — —
Interest expense — — — —
Total before tax $ — $ — $ 5 $ 5
Tax expense (1)
Total reclassifications, net of tax $ 4

~~Table of Content~~

~~NCR Corporation~~

~~Notes to Condensed Consolidated Financial Statements (Unaudited)—(Continued)~~

For the six months ended June 30, 2023
Employee Benefit Plans
In millions Amortization of Actuarial Loss (Gain) Amortization of Prior Service Benefit Effective Cash Flow Hedge Loss (Gain) Total
Affected line in Condensed Consolidated Statement of Operations:
Cost of products $ — $ — $ — $ —
Cost of services (2) (1) (34) (37)
Selling, general and administrative expenses — — — —
Research and development expenses — — — —
Interest expense — — (9) (9)
Total before tax $ (2) $ (1) $ (43) $ (46)
Tax expense 10
Total reclassifications, net of tax $ (36)

For the six months ended June 30, 2022
Employee Benefit Plans
In millions Amortization of Actuarial Loss (Gain) Amortization of Prior Service Benefit Effective Cash Flow Hedge Loss (Gain) Total
Affected line in Condensed Consolidated Statement of Operations:
Cost of products $ — $ — $ — $ —
Cost of services — (1) 6 5
Selling, general and administrative expenses — — — —
Research and development expenses — — — —
Total before tax $ — $ (1) $ 6 $ 5
Tax expense (1)
Total reclassifications, net of tax $ 4

~~Table of Content~~

~~NCR Corporation~~

~~Notes to Condensed Consolidated Financial Statements (Unaudited)—(Continued)~~

16. SUPPLEMENTAL FINANCIAL INFORMATION

The components of accounts receivable are summarized as follows:


In millions	In millions	June 30, 2023		December 31, 2022		In millions	March 31, 2024	December 31, 2023
Accounts receivable	Accounts receivable
Trade
Trade
Trade	Trade	$	984	$	1,056
Other	Other	44		61
Accounts receivable, gross	Accounts receivable, gross	1,028		1,117
Less: allowance for credit losses	Less: allowance for credit losses	(42)		(34)
Total accounts receivable, net	Total accounts receivable, net	$	986	$	1,083

Our allowance for credit losses as of ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022~~2023 was ~~$42~~$28 million and ~~$34~~$29 million, respectively. We continue to evaluate our reserves in light of the age and quality of our outstanding accounts receivable as well as risks to specific industries or countries and adjust the reserves accordingly. The impact to our allowance for credit losses for the three ~~and six~~

Table of Contents

NCR Voyix Corporation

Notes to Condensed Consolidated Financial Statements (Unaudited)—(Continued)

months ended ~~June 30, 2023~~March 31, 2024 was an expense of ~~$4 million and $8 million, respectively.~~zero. The impact to our allowance for credit losses for the three ~~and six~~ months ended ~~June 30, 2022~~March 31, 2023 was an expense of $4 ~~million and $8 million, respectively.~~million. The Company recorded ~~recoveries~~write-offs against the reserve for the three months ended ~~June 30, 2023~~March 31, 2024 of $1 million. The Company recorded write-offs against the reserve for the three months ended ~~June 30, 2022~~March 31, 2023 of $4$1 million. ~~The Company recorded write-offs against the reserve for the six months ended June 30, 2023 and 2022 of approximately zero and $6 million, respectively.~~

The components of inventory are summarized as follows:

In millions

June 30, 2023

December 31, 2022

In millions

March 31, 2024

December 31, 2023

Inventories

Work in process and raw materials

107

Work in process and raw materials

Finished goods

223

252

Service parts

414

413

Total inventories

709

772

17. REVISED 2023 QUARTERLY FINANCIAL STATEMENTS

As described in Note 1, “Basis of Presentation and Summary of Significant Accounting Policies”, in February 2024, the Company identified fraudulent ACH disbursements from a Company bank account. The Company evaluated the impact of the errors and concluded they are not material to any previously issued interim consolidated financial statements. The following table sets forth the Company’s results of operations for the three months ended March 31, 2023, which have been retrospectively adjusted to reflect NCR Atleos historical financial results as discontinued operations, including the delayed countries that transferred to NCR Atleos during the three months ended March 31, 2024, as well as the revision impact of the fraudulent ACH disbursements and other immaterial errors.

3731

Table of Contents

NCR Voyix Corporation

Notes to Condensed Consolidated Financial Statements (Unaudited)—(Continued)


	Three Months Ended March 31, 2023
In millions, except per share amounts	As reported		Discontinued operations		Adjustment		As recasted and revised
Product revenue	$	521	$	230	$	—	$	291
Service revenue	1,370		745		—		625
Total revenue	1,891		975		—		916
Cost of products	456		187		—		269
Cost of services	969		552		—		417
Selling, general and administrative expenses	292		139		2		155
Research and development expenses	64		15		—		49
Total operating expenses	1,781		893		2		890
Income (loss) from operations	110		82		(2)		26
Loss on extinguishment of debt	—		—		—		—
Interest expense	(83)		—		—		(83)
Other income (expense), net	(3)		1		—		(4)
Income (loss) from continuing operations before income taxes	24		83		(2)		(61)
Income tax expense (benefit)	14		9		—		5
Income from continuing operations	10		74		(2)		(66)
Income (loss) from discontinued operations, net of tax	—		(74)		—		74
Net income (loss)	10		—		(2)		8
Net income (loss) attributable to noncontrolling interests	1		1		—		—
Net income attributable to noncontrolling interests of discontinued operations	—		(1)		—		1
Net income (loss) attributable to NCR Voyix	$	9	$	—	$	(2)	$	7
Amounts attributable to NCR Voyix common stockholders
Income (loss) from continuing operations	$	9					$	(66)
Series A convertible preferred stock dividends	(4)						(4)
Income (loss) from continuing operations attributable to NCR Voyix	5						(70)
Income (loss) from discontinued operations, net of tax	—						73
Net income (loss) attributable to NCR Voyix common stockholders	$	5					$	3
Income (loss) per share attributable to common stockholders:
Basic earnings (loss) per share:
Continuing operations	$	0.04					$	(0.50)
Discontinued operations	—						0.52
Net income attributable to common shareholders	$	0.04					$	0.02
Diluted earnings (loss) per share:
Continuing operations	$	0.04					$	(0.50)
Discontinued operations	—						0.52
Diluted earnings per share attributable to common shareholders	$	0.04					$	0.02

There is no impact to the Condensed Consolidated Statements of Comprehensive Income (Loss) for the three months ended March 31, 2023, other than the impact to Net income (loss) as presented above. There is no impact to the Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the three months ended March 31, 2023 other than the impact to Retained earnings as a result of the changes in Net income (loss) as presented above.

There is no net impact of the adjustments described above to the Condensed Consolidated Statements of Cash Flows to “Net cash provided by operating activities” for the three months ended March 31, 2023, as the impact to Net income (loss) is offset by the changes to operating assets and liabilities, net of effects of business acquired noted above.

Table of Contents

Item 2. ~~MANAGEMENT'S~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (“MD&A”)

The following discussion should be read in conjunction with the Condensed Consolidated Financial Statements and notes thereto included under Item 1. Financial Statements of this ~~Form 10-Q~~Quarterly Report and our Consolidated Financial Statements and notes thereto and related Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, ~~2022~~2023 (the ~~“2022~~“2023 Form 10-K”).

Our discussion within MD&A is organized as follows:

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

•Results of operations. This section contains an analysis of our results of operations presented in the accompanying condensed consolidated statements of income by comparing the results for the three ~~and six~~ months ended ~~June 30, 2023~~March 31, 2024 to the results for the three ~~and six~~ months ended ~~June 30, 2022.~~March 31, 2023.

•Liquidity and capital resources. This section provides an analysis of our cash flows and a discussion of our contractual obligations at ~~June 30, 2023.~~

March 31, 2024.

OVERVIEW

BUSINESS OVERVIEW

NCR Voyix Corporation (“~~NCR”~~Voyix”, “NCR”, the “Company”, “we” or “us”), which, prior to its name change effective October 13, 2023 was known as NCR Corporation, was originally incorporated in 1884 and is a ~~software-~~global provider of digital commerce solutions for retail stores, restaurants and financial institutions. Headquartered in Atlanta, Georgia, we are a software and services-led enterprise technology provider ~~that runs stores,~~of run-the-store capabilities for retail and restaurants and ~~self-directed banking~~cloud-based digital solutions for ~~our customers, which includes~~financial institutions, serving businesses of all sizes. ~~NCR is a global company that is headquartered in Atlanta, Georgia.~~ Our software ~~platform,~~platforms, which ~~runs~~run in the cloud and ~~includes~~include microservices and APIs that integrate with our ~~customers'~~customers’ systems, and our ~~NCR-as-a-Service~~As-a-Service solutions ~~bring together all of the capabilities and competencies of NCR to power the technology to run~~enable an end-to-end technology-based operations solution for our ~~customers’ operations.~~customers. Our ~~portfolio includes~~offerings include digital first software and services offerings for ~~banking,~~ retailers, restaurants and ~~restaurants,~~financial institutions, as well as payments ~~processing and networks,~~acceptance solutions, multi-vendor connected device services, ~~automated teller machines (“ATMs”),~~ self-checkout (“SCO”) kiosks and related technologies, point of sale (“POS”) terminals and other self-service technologies. ~~We also resell third-party networking products and provide related service offerings in the telecommunications and technology sector.~~ Our solutions are designed to ~~support our transition~~enable restaurants, retailers, and financial institutions to ~~becoming a software platform~~seamlessly transact and ~~payments company.~~engage with their customers and end users.

~~We manage our~~Completion of NCR Atleos Spin-Off Transaction

On October 16, 2023, the Company completed the spin-off (“Spin-Off”) of its ATM-focused businesses, including the self-service banking, payments & network and telecommunications and technology businesses, into an independent, publicly traded company, NCR Atleos (“NCR Atleos”), on a tax-free basis. Accordingly, the historical financial results of NCR Atleos are reflected as discontinued operations in the Company’s consolidated financial statements. The 2023 presentation of discontinued operations has been updated to reflect the results of operations for the countries that transferred to NCR Atleos in the first quarter of 2024 and excludes the countries that have not yet transferred to NCR Atleos as of March 31, 2024. The results of operations for the countries that have not yet transferred will be presented as part of discontinued operations as of the date of their separation. As of December 31, 2023, there were seven countries that had not yet transferred to NCR Atleos. During the three months ended March 31, 2024, three of these delayed countries transferred to NCR Atleos, and one additional country transferred during April 2024. Refer to Note 2, “Discontinued Operations”, in the Notes to Consolidated Financial Statements in Item 1 of this Report, for additional information.

Table of Contents

Our Segments

Subsequent to the Spin-Off, the Company manages and reports the following segments: ~~Retail, Hospitality, Digital Banking, Payments & Network, and Self-Service Banking.~~

•Retail - ~~We offer software-led solutions~~Our Retail segment is focused on serving retailers of all sizes, from local businesses to ~~customers~~some of the most recognized brands in the ~~retail industry, leading with~~world. Our software and solutions connect to a modern technology platform that allows retailers to run their stores like they run their digital to connect retail operations end to end to integrate all aspects of a customer’s operations in indoor and outdoor settings from POS, to payments, inventory management, fraud and loss prevention applications, loyalty and consumer engagement.channels, improving the experience for their customers. These solutions ~~include retail-oriented technologies such as comprehensive API-point of sale retail software platforms~~are designed to improve operational efficiency, sales productivity, customer satisfaction and ~~applications, hardware terminals, self-service kiosks including SCO,~~purchasing decisions; provide secure checkout processes and payment ~~processing~~systems; and ~~merchant acquiring solutions, and bar-code scanners.~~increase service levels.

~~Table of Contents~~

•~~Payments & Network~~ - ~~We provide a cost-effective way for financial institutions, fintechs,~~unified banking solutions across digital (application and ~~neobanks to reach~~browser), in-branch and serve their customers through our network of ATMs and multi-functioning financial services kiosks. We offer credit unions, banks, digital banks, fintechs, stored-value debit card issuers, and other consumer financial services providers access to our Allpoint retail-based ATM network, providing convenient and fee-free cash withdrawal and deposit access to their customers and cardholders as well as the ability to convert a digital value to cash, or vice versa, via NCRPay360. We also provide ATM branding solutions to financial institutions, ATM management and services to retailers and other businesses, as well as payment processing and merchant acquiring services in the retail, hospitality and other industries.interactive teller machines (“ITMs”).

NCR’s reputation is founded upon over 139 years of providing quality products, services and solutions to our customers. At the heart of our customer and other business relationships is a commitment to acting responsibly, ethically and with the highest level of integrity. This commitment is reflected in NCR’s Code of Conduct, which is available on the Corporate Governance page of our website.

SIGNIFICANT THEMES AND EVENTS

~~As more fully discussed in later sections of this MD&A, the~~The following were significant themes and events for the ~~second~~first quarter of ~~2023.~~

2024.

•Revenue of ~~$1,986~~$862 million, down 6% compared to the prior year period

◦Recurring revenue, increased 1% as compared to the prior year period and ~~flat excluding foreign currency impacts~~comprised 62% of total consolidated revenue

◦~~Recurring~~Software and services revenue, increased ~~4% from~~2% as compared to the prior year period and comprised ~~64%~~77% of total consolidated revenue

•~~Continued strength in strategic initiatives~~Adjusted EBITDA of $120 million, down 3% compared to the prior year period

•
~~Planned separation~~

Cyber Ransomware Incident

As previously disclosed, on April 13, 2023 the Company determined that a single data center outage impacting certain of ~~NCR into two independent, publicly traded companies announced~~its commerce customers was caused by a cyber ransomware incident. Upon such determination, the Company immediately started contacting customers, enacted its cybersecurity protocol and engaged outside experts to contain the incident and begin the recovery process. We concluded that this incident impacted operations for some customers only with respect to specific Aloha cloud-based services and Counterpoint. Our investigation also concluded no financial reporting systems were impacted.

During the year ended December 31, 2023, we recognized $36 million related to this matter in Cost of services and Selling, general and administrative expenses. As of December 31, 2023, we received $5 million of cash and expected to receive an additional $14 million of these costs to be recovered under our insurance policies, which was recorded as an insurance receivable. During the three months ended March 31, 2024, the Company incurred $6 million of additional expenses related to the cyber ransomware incident. To date, we have recovered $8 million under our insurance policies. As of March 31, 2024, we expect to receive an additional $17 million which was recorded as an insurance receivable. We are still pursuing insurance recoveries for the remaining costs. We may incur additional costs relating to this incident in the future, including expenses to respond to this matter, payment of damages or other costs to customers or others. At this time we do not believe additional costs incurred as a result of the incident will ultimately have a material adverse effect on ~~September 15, 2022~~our business, results of operations or financial condition; however, we remain subject to risks and uncertainties as a result of the incident.

Table of Contents

ACH Disbursements

In February 2024, the Company identified fraudulent automated clearing house “ACH” disbursements from a Company bank account. The cumulative amount of these disbursements total $34 million, and during the three months ended March 31, 2024, we recovered $12 million related to this matter. The Company continues to cooperate with law enforcement and its banks to attempt to recover additional amounts of the fraudulent transfers and to file insurance claims for the remainder. However, there can be no assurance that the Company will be successful in recovering additional amounts of the unauthorized ACH disbursements from the wrongdoers, the Company’s banks or the Company’s insurance providers. Although not materially impacting any previously reported periods, the misstatements resulted in the revision of interim periods in 2023.

STRATEGIC INITIATIVES AND TRENDS

As a leading technology company, we seek to maintain our market position by expanding our share of wallet among existing customers and attracting new customers, leveraging our cloud-based, platform-enabled software and services offerings. We believe there is considerable opportunity to grow with new and existing customers as retailers, restaurants and financial institutions are increasingly adopting technology and support services to enhance and transform their operations. As digital adoption becomes increasingly important for businesses and financial institutions to engage with their end-users, we are investing in innovation to attract and retain customers across our three segments. Our ability to create experiences that ultimately improve end-user satisfaction through a combination of innovation and service is a competitive strength of the Company. In order to provide long-term value to all our stakeholders, we set complementary business goals and financial strategies. NCR is continuing its transition to become a software platform and payments company with a shift to a higher level of recurring revenue. Our business goal is to be a leading enterprise technology provider that runs stores, restaurants and self-directed banking through our software platform and our NCR-as-a-Service solutions. Execution of ~~our goals and strategy~~these is driven by the following key pillars: (i) focus on our customers; (ii) ~~take care of~~leverage our ~~employees;~~brand (and global distribution); (iii) ~~bring high-quality, innovative products to market;~~support customers through innovation; and (iv) ~~leverage~~allocate our ~~brand.~~capital strategically through a cost-disciplined approach to operations. We also plan to continue to improve our execution to drive solid returns and to transform our business to enhance value for all stockholders.

On September 15, 2022, NCR announced a plan to separate into two independent, publicly traded companies – one focused on digital commerce, the other on ATMs. The commerce company is expected to be a growth business positioned to leverage NCR’s software-led model to continue transforming, connecting and running global retail, hospitality and digital banking. We believe it will enhance common solutions to drive innovation and boost operational efficiency. The commerce company is expected to also reinvest in the business to accelerate growth and recurring revenue.

Macroeconomic Trends

~~The ATM company is expected~~Given the multinational nature of our business, we are subject to ~~be a cash-generative~~risks and exposures from the evolving macroeconomic environment, including the effects of increased global inflationary pressures and interest rates, fluctuations in foreign currency exchange rates, political economic slowdowns or recessions and geopolitical pressures, including the unknown impacts of current and future trade regulations. We continuously monitor the direct and indirect impacts of these circumstances on our business ~~positioned to focus on delivering ATM-as-a-Service to a large, installed customer base across banks~~ and ~~retailers. We believe it will build on NCR’s leadership in self-service banking~~financial results, as well as the overall global economy and ~~ATM networks to meet global demand for ATM access and leverage new ATM transaction types, including digital~~geopolitical landscape. For example, foreign currency

~~Table of Contents~~

~~solutions, to drive market growth. The ATM company is expected to also continue shifting to a highly recurring revenue model to drive stable cash flow and capital returns to stockholders.~~ exchange rate fluctuations may negatively impact our financial results during the reporting period.

~~The separation is intended~~As we continue to ~~be structured in a tax-free manner. The separation transaction~~execute on our strategy to shift to recurring revenue, our revenues and earnings will ~~follow~~become more predictable; however, the ~~satisfaction~~broader implications of ~~customary conditions, including effectiveness~~these macroeconomic events on our business, results of ~~appropriate filings with the U.S. Securities~~operations and ~~Exchange Commission. The current target is to complete the separation~~overall financial position, particularly in the ~~fourth quarter of 2023.~~

Should alternative options become available in the future that could deliver superior value to our stockholders than the planned separation, such as a whole or partial company sale of NCR, the Board remains open to considering alternative scenarios.

~~Cybersecurity Risk Management~~

Similar to most companies, NCR and its customers are subject to more frequent and increasingly sophisticated cybersecurity attacks (including the ransomware incident announced April 17, 2023). The Company maintains cybersecurity risk management policies and procedures including disclosure controls, which it regularly evaluates for updates, for handling and responding to cybersecurity events. These policies and procedures include internal notifications and engagements and, as necessary, cooperation with law enforcement. Personnel involved in handling and responding to cybersecurity events periodically undertake tabletop exercises to simulate an event. Our internal notification procedures include notifying the applicable Company attorneys, which, depending on the level of severity assigned to the event, may include direct notice to, among others, the Company’s General Counsel, Ethics & Compliance Officer, and Chief Privacy Officer. Company attorneys support efforts to evaluate the materiality of any incidents, determine whether notice to third parties such as customers or vendors is required, determine whether any prohibition on insider trading is appropriate, and assess whether disclosure to stockholders or governmental filings, including with the SEC, are required. Our internal notification procedures also include notifying various NCR Information Technology Services managers, subject matter experts in the Company’s software department and Company leadership, depending on the level of severity assigned to the event.short term, remain uncertain.

For further ~~information on potential risks and~~discussion of trends, uncertainties ~~see Part 1, Item 1A "Risk Factors," of the 2022 Form 10-K and Part II, Item 1A "Risk Factors," of this Form 10-Q, as applicable.~~

~~Impacts from Geopolitical and Macroeconomic Challenges~~

We continue to be exposed to macroeconomic pressures as a result of supply chain challenges, foreign currency fluctuations, and spikes in interest rates, commodity and energy prices as a result of geopolitical challenges. 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 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 other ~~macroeconomic pressures and any governmental and public actions taken in response. We continue to evaluate the long-term impact~~factors that ~~these may have on~~could affect our ~~business model, however, there can be no assurance that the measures we have taken or will take will completely offset the negative impact.~~

~~For further information on the risks posed to our business from the COVID-19 pandemic and other geopolitical and macroeconomic factors,~~operating results, refer to Part I, Item 1A, “Risk Factors”, ofcontained in our 2023 Form 10-K and subsequent filings we make within the ~~Company's 2022 Form 10-K. For further information on exposures to foreign exchange risk, refer to Item 3, "Quantitative and Qualitative Disclosures about Market Risk", in this Form 10-Q.~~SEC.

4035

Table of Contents

Results from Operations

For the three ~~and six~~ months ended ~~June 30, 2023~~March 31, 2024 compared to the three ~~and six~~ months ended ~~June 30, 2022~~March 31, 2023

Consolidated Results

The following tables show our results for the three ~~and six~~ months ended ~~June 30,~~March 31, the relative percentage that those amounts represent to revenue, and the change in those amounts year-over-year.


			Three months ended June 30				Percentage of Revenue (1)				Increase (Decrease)
		Three months ended March 31																	Three months ended March 31								Percentage of Revenue (1)								Increase (Decrease)
In millions	In millions		2023		2022		2023		2022		2023 vs 2022		In millions	2024			2023				2024					2023					2024 vs 2023
Product revenue	Product revenue		$	576	$	614	29.0	%	30.7	%	(6)	%	Product revenue	$	232	$	$	291	26.9			26.9		%			31.8		%			(20)		%
Service revenue	Service revenue		1,410		1,383		71.0	%	69.3	%	2	%	Service revenue	630		625		625		73.1			73.1		%			68.2		%			1		%
Total revenue	Total revenue		1,986		1,997		100.0	%	100.0	%	(1)	%	Total revenue	862		916		916		100.0			100.0		%			100.0		%			(6)		%
Product gross margin	Product gross margin		98		70		17.0	%	11.4	%	40	%	Product gross margin	32		22		22		13.8			13.8		%			7.6		%			45		%
Service gross margin	Service gross margin		440		401		31.2	%	29.0	%	10	%	Service gross margin	164		208		208		26.0			26.0		%			33.3		%			(21)		%
Total gross margin	Total gross margin		538		471		27.1	%	23.6	%	14	%	Total gross margin	196		230		230		22.7			22.7		%			25.1		%			(15)		%
Selling, general and administrative expenses	Selling, general and administrative expenses		333		309		16.8	%	15.5	%	8	%	Selling, general and administrative expenses	132		155		155		15.3			15.3		%			16.9		%			(15)		%
Research and development expenses	Research and development expenses		57		59		2.9	%	3.0	%	(3)	%	Research and development expenses	60		49		49		7.0			7.0		%			5.3		%			22		%

Income from operations	Income from operations		$	148	$	103	7.5	%	5.2	%	44	%
Income from operations
Income from operations														$	4		$	26			0.5		%			2.8		%			(85)		%

Six months ended June 30
Percentage of Revenue (1)
Increase (Decrease)
In millions 2023 2022 2023 2022 2023 vs 2022
Product revenue $ 1,097 $ 1,130 28.3 % 29.3 % (3) %
Service revenue 2,780 2,733 71.7 % 70.7 % 2 %
Total revenue 3,877 3,863 100.0 % 100.0 % — %
Product gross margin 163 94 14.9 % 8.3 % 73 %
Service gross margin 841 788 30.3 % 28.8 % 7 %
Total gross margin 1,004 882 25.9 % 22.8 % 14 %
Selling, general and administrative expenses 625 622 16.1 % 16.1 % — %
Research and development expenses 121 124 3.1 % 3.2 % (2) %
Income from operations $ 258 $ 136 6.7 % 3.5 % 90 %

(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.

Key Strategic Financial Metrics

The following tables show our key strategic financial metrics for the three ~~and six~~ months ended ~~June 30,~~March 31, the relative percentage that those amounts represent to total revenue, and the change in those amounts year-over-year.

Recurring revenue as a percentage of total revenue

Three months ended June 30 Percentage of Total Revenue Increase (Decrease)
In millions 2023 2022 2023 2022 2023 vs 2022
Recurring revenue (1)
$ 1,262 $ 1,217 63.5 % 60.9 % 4 %
All other products and services 724 780 36.5 % 39.1 % (7) %
Total Revenue $ 1,986 $ 1,997 100 % 100 % (1) %

~~Table of Contents~~


	Three months ended March 31				Percentage of Total Revenue				Increase (Decrease)
	2024		2023		2024		2023		2024 vs 2023
Recurring revenue(1)	$	536	$	532	62.2	%	58.1	%	1	%
All other products and services	326		384		37.8	%	41.9	%	(15)	%
Total Revenue	$	862	$	916	100.0	%	100.0	%	(6)	%

Six months ended June 30 Percentage of Total Revenue Increase (Decrease)
In millions 2023 2022 2023 2022 2023 vs 2022
Recurring revenue (1)
$ 2,491 $ 2,396 64.3 % 62.0 % 4 %
All other products and services 1,386 1,467 35.7 % 38.0 % (6) %
Total Revenue $ 3,877 $ 3,863 100.0 % 100.0 % — %

(1) Recurring revenue includes all revenue streams from contracts where there is a predictable revenue pattern that will occur at regular intervals with a relatively high degree of certainty. This includes hardware and software maintenance revenue, cloud revenue, payment processing revenue ~~interchange and network revenue, Bitcoin-related revenue,~~ and certain professional services arrangements as well as term-based software license arrangements that include customer termination rights.

Revenue by type


	Three months ended March 31				Percentage of Total Revenue				Increase (Decrease)
In millions	2024		2023		2024		2023		2024 vs 2023
Software and services revenue	$	666	$	652	77.3	%	71.2	%	2	%
Hardware revenue	196		264		22.7	%	28.8	%	(26)	%
Total Revenue	$	862	$	916	100.0	%	100.0	%	(6)	%

Table of Contents

Net income (loss) from continuing operations attributable to NCR Voyix and Adjusted EBITDA(2)as a percentage of total revenue


			Three months ended June 30				Percentage of Total Revenue				Increase (Decrease)
		Three months ended March 31																	Three months ended March 31						Percentage of Total Revenue							Increase (Decrease)
In millions	In millions		2023		2022		2023		2022		2023 vs 2022		In millions	2024			2023			2024				2023				2024 vs 2023
Net income (loss) from continuing operations attributable to NCR			$	20	$	35	1.0	%	1.8	%	(43)	%
Net income (loss) from continuing operations attributable to NCR Voyix													Net income (loss) from continuing operations attributable to NCR Voyix	$	(40)		$	(66)		(4.6)		%		(7.2)		%		39		%
Adjusted EBITDA	Adjusted EBITDA		$	389	$	339	19.6	%	17.0	%	15	%	Adjusted EBITDA	$	120	$	$	124	13.9		13.9		%		13.5		%		(3)		%

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

Six months ended June 30 Percentage of Total Revenue Increase (Decrease)
In millions 2023 2022 2023 2022 2023 vs 2022
Net income (loss) from continuing operations attributable to NCR $ 29 $ 2 0.7 % 0.1 % 1,350 %
Adjusted EBITDA $ 691 $ 610 17.8 % 15.8 % 13 %

Non-GAAP Financial Measures and Use of Certain Terms:

~~Constant Currency~~ NCR presents certain financial measures, such as period-over-period revenue growth, on a constant currency basis, which excludes the effects of foreign currency translation by translating prior period results at current period monthly average exchange rates. Due to the overall variability of foreign exchange rates from period to period, NCR’s management uses constant currency measures to evaluate period-over-period operating performance on a more consistent and comparable basis. NCR’s management believes that presentation of financial measures without this result may contribute to an understanding of the Company's period-over-period operating performance and provides additional insight into historical and/or future performance, which may be helpful for investors.

Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”) ~~NCR's~~Our management uses the non-GAAP measure Adjusted EBITDA because it provides useful information to investors as an indicator of strength and performance of the ~~Company's~~Company’s ongoing business operations, including funding discretionary spending such as capital expenditures, strategic acquisitions, and other investments. ~~NCR determines~~We determine Adjusted EBITDA based on GAAP net income (loss) from continuing operations attributable to NCR Voyix plus interest expense, net; plus income tax expense (benefit); plus depreciation and ~~amortization;~~amortization (excluding acquisition-related amortization of intangibles); plus stock-based compensation expense; plus other income (expense); plus pension mark-to-market adjustments ~~pension settlements, pension curtailments and pension special termination benefits~~ and other special items, including amortization of acquisition-related intangibles, separation-related costs, cyber ransomware incident recovery costs, net of insurance recoveries, fraudulent ACH disbursements costs, net of recoveries, foreign currency devaluation, and transformation and restructuring charges (which includes integration, severance and other exit and disposal costs), among others. The special items are considered non-operational or non-recurring in nature, so are excluded from the Adjusted EBITDA metric utilized by our chief operating decision maker in evaluating segment performance and are separately delineated to reconcile back to total reported income (loss) from continuing operations attributable to ~~NCR.~~NCR Voyix. This format is useful to investors because it allows analysis and comparability of operating trends. It also includes the same information that is used by ~~NCR~~our management to make decisions regarding the segments and to assess our financial performance. Refer to the table below

~~Table of Contents~~

for the reconciliations of net income (loss) from continuing operations attributable to NCR Voyix (GAAP) to Adjusted EBITDA (non-GAAP).

~~Special Item Related to Russia~~ The war in Eastern Europe and related sanctions imposed on Russia and related actors by the United States and other jurisdictions required us to commence the orderly wind down of our operations in Russia in the first quarter of 2022. As of June 30, 2023, we have ceased operations in Russia and are in the process of dissolving our only subsidiary in Russia. As a result, for the three and six months ended June 30, 2022, our presentation of segment revenue and Adjusted EBITDA exclude the immaterial impact of our operating results in Russia, as well as the impact of impairments taken to write down the carrying value of assets and liabilities, severance charges, and the assessment of collectability on revenue recognition. No charges have been recognized for the six months ended June 30, 2023. We consider this to be a non-recurring special item and management has reviewed the results of its business segments excluding these impacts.

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

Three months ended June 30 Six months ended June 30
In millions 2023 2022 2023 2022
Net income (loss) from continuing operations attributable to NCR (GAAP) $ 20 $ 35 $ 29 $ 2
Transformation and restructuring costs (1)
(1) 49 (1) 76
Acquisition-related amortization of intangibles 43 45 85 86
Acquisition-related costs (2)
1 3 1 8
Interest expense 91 67 174 130
Interest income (3) (2) (6) (3)
Depreciation and amortization (excluding acquisition-related amortization of intangibles) 109 104 215 207
Income taxes 30 — 44 13
Stock-based compensation expense 36 35 68 69
Separation costs (3)
52 — 71 —
Cyber ransomware incident recovery costs (4)
11 — 11 —
Russia — 3 — 22
Adjusted EBITDA (non-GAAP) $ 389 $ 339 $ 691 $ 610


	Three months ended March 31
In millions	2024		2023
Net income (loss) from continuing operations attributable to NCR Voyix (GAAP)	$	(40)	$	(66)

Depreciation and amortization (excluding acquisition related amortization of intangibles)	66		59
Acquisition-related amortization of intangibles	14		17
Interest expense	39		83
Interest income	(2)		(3)
Income tax expense (benefit)	(14)		5
Stock-based compensation expense	13		25
Transformation and restructuring costs(1)	32		3
Separation costs(3)	5		2
Loss (gain) on disposal of businesses	(7)		(3)
Foreign currency devaluation(5)	15		—
Fraudulent ACH disbursements(2)	(1)		2







Cyber ransomware incident recovery costs(4)	—		—

Adjusted EBITDA (non-GAAP)	$	120	$	124

(1) Represents integration, severance, and other exit and disposal costs, as well as professional fees related to strategic initiatives, which are considered non-operational in nature.

Table of Contents

(3)Represents gains and losses recognized during the quarter due to changes in valuation of the Lebanese pound and the Egyptian pound.

(4)Represents company identified fraudulent ACH disbursements from a company bank account, net of recoveries. Additional details regarding this item are discussed in Note 1, “Basis of Presentation and Summary of Significant Accounting Policies”.

Revenue

Three months ended June 30 Percentage of Total Revenue Increase (Decrease)
In millions 2023 2022 2023 2022 2023 vs 2022
Product revenue $ 576 $ 614 29.0 % 30.7 % (6) %
Service revenue 1,410 1,383 71.0 % 69.3 % 2 %
Total revenue $ 1,986 $ 1,997 100.0 % 100.0 % (1) %

~~Table of Contents~~


			Six months ended June 30				Percentage of Total Revenue				Increase (Decrease)
		Three months ended March 31																	Three months ended March 31								Percentage of Total Revenue								Increase (Decrease)
In millions	In millions		2023		2022		2023		2022		2023 vs 2022		In millions	2024			2023				2024					2023					2024 vs 2023
Product revenue	Product revenue		$	1,097	$	1,130	28.3	%	29.3	%	(3)	%	Product revenue	$	232	$	$	291	26.9			26.9		%			31.8		%			(20)		%
Service revenue	Service revenue		2,780		2,733		71.7	%	70.7	%	2	%	Service revenue	630		625		625		73.1			73.1		%			68.2		%			1		%
Total revenue	Total revenue		$	3,877	$	3,863	100.0	%	100.0	%	—	%	Total revenue	$	862	$	$	916	100.0			100.0		%			100.0		%			(6)		%

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

For the three ~~and six~~ months ended ~~June 30, 2023~~March 31, 2024 compared to the three ~~and six~~ months ended ~~June 30, 2022~~March 31, 2023

Total revenue decreased 1%6% for the three months ended ~~June 30, 2023~~March 31, 2024 compared to the three months ended ~~June 30, 2022.~~March 31, 2023. Product revenue for the three months ended ~~June 30, 2023~~March 31, 2024 decreased 6%20% compared to the three months ended ~~June 30, 2022~~March 31, 2023 due to a decline in ~~ATM,~~ SCO and POS hardware revenues partially offset by an increase in software license ~~and Bitcoin-related revenues.~~revenue. Service revenue for the three months ended ~~June 30,~~March 31, 2024 increased 1% compared to the three months ended March 31, 2023 ~~increased 2%~~ due to growth in ~~recurring banking~~cloud services revenue, ~~software~~professional services revenue and hardware maintenance ~~and other software related services,~~revenue, partially offset by ~~a decline in hardware maintenance revenue. The~~ declines in ~~hardware and hardware maintenance are driven by our strategic shift~~payments processing services revenue due to ~~recurring service arrangements primarily in our Retail and Self-Service Banking segments. Foreign currency fluctuations had an unfavorable impact~~the divestitures at the end of ~~1% on the revenue comparison, primarily in hardware maintenance, hardware product sales and payments processing.~~2023.

Total revenue was flat for the six months ended June 30, 2023 compared to the six months ended June 30, 2022. Foreign currency fluctuations had an unfavorable impact of 2% on the revenue comparison. Product revenue for the six months ended June 30, 2023 decreased 3% compared to the six months ended June 30, 2022 due to a decline in ATM, SCO, POS, and software license revenues partially offset by an increase in Bitcoin-related revenue. Service revenue for the six months ended June 30, 2023 increased 2% compared to the six months ended June 30, 2022 due to growth in recurring banking services revenue, payments processing, software maintenance and software related services, partially offset by a decline in hardware maintenance revenue. The declines in hardware and hardware maintenance are driven by our strategic shift to recurring service arrangements primarily in our Retail and Self-Service Banking segments.

Gross Margin


			Three months ended June 30				Percentage of Revenue (1)				Increase (Decrease)
		Three months ended March 31																	Three months ended March 31								Percentage of Revenue (1)								Increase (Decrease)
In millions	In millions		2023		2022		2023		2022		2023 v 2022		In millions	2024			2023				2024					2023					2024 v 2023
Product gross margin	Product gross margin		$	98	$	70	17.0	%	11.4	%	40	%	Product gross margin	$	32	$	$	22	13.8			13.8		%			7.6		%			45		%
Service gross margin	Service gross margin		440		401		31.2	%	29.0	%	10	%	Service gross margin	164		208		208		26.0			26.0		%			33.3		%			(21)		%
Total gross margin	Total gross margin		$	538	$	471	27.1	%	23.6	%	14	%	Total gross margin	$	196	$	$	230	22.7			22.7		%			25.1		%			(15)		%

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

For the three months ended ~~June 30, 2023~~March 31, 2024 compared to the three months ended ~~June 30, 2022~~March 31, 2023

Gross margin as a percentage of revenue in the three months ended ~~June 30, 2023~~March 31, 2024 was ~~27.1%~~22.7% compared to ~~23.6%~~25.1% in the three months ended ~~June 30, 2022~~March 31, 2023. Gross margin for the three months ended ~~June 30, 2023~~March 31, 2024 included $1$10 million of transformation and restructuring costs, $4$3 million of stock-based compensation expense ~~$27~~and $4 million of amortization of acquisition-related intangible ~~assets and $6 million related to the cyber ransomware incident recovery costs.~~assets. Gross margin for the three months ended ~~June 30, 2022~~March 31, 2023 included ~~$16 million of transformation and restructuring costs, $4~~$3 million of stock-based compensation expense ~~$27~~and $10 million of amortization of acquisition-related intangible ~~assets, and $1 million of acquisition-related costs, partially offset by profit of $4 million related to collections and inventory liquidation in Russia.~~assets. Excluding these items, gross margin as a percentage of revenue ~~increased~~decreased from ~~25.8%~~26.5% in 2023 to ~~29.0%~~24.7% in 2024 mainly related to a decline in gross margin related to payments processing services due to ~~reductions in fuel, shipping costs and component parts compared to prior year,~~ the ~~impact~~divestitures at the end of cost mitigation actions implemented, and an increase in the favorable higher margin software and services revenue. These improvements were partially offset by increased interest rates driving higher cost on vault cash rental agreements.

~~Table of Contents~~

Six months ended June 30
Percentage of Revenue (1)
Increase (Decrease)
In millions 2023 2022 2023 2022 2023 v 2022
Product gross margin $ 163 $ 94 14.9 % 8.3 % 73 %
Service gross margin 841 788 30.3 % 28.8 % 7 %
Total gross margin $ 1,004 $ 882 25.9 % 22.8 % 14 %

~~For the six months ended June 30, 2023 compared to the six months ended June 30, 2022~~

G~~ross margin as a percentage of revenue in~~ ~~the six months endedJune 30, 2023~~ ~~was 25.9% compared to 22.8% in~~ ~~the six months endedJune 30, 2022~~. ~~Gross margin~~ in the six months ended June 30, 2023 included $1 million of transformation and restructuring costs, $8 million of stock-based compensation expense, $53 million of amortization of acquisition-related intangible assets and $6 million related to the cyber ransomware incident recovery costs. Gross margin for the six months ended June 30, 2022 included $21 million of transformation and restructuring costs, $8 million of stock-based compensation expense, $46 million of amortization of acquisition-related intangible assets, $1 million of acquisition-related costs and $10 million related to operating losses, impairments and other actions taken with respect to our operations in Russia. Excluding these items, gross margin as a percentage of revenue increased from 25.1% to 27.7% due to reductions in fuel, shipping costs and component parts compared to prior year, the impact of cost mitigation actions implemented, and an increase in the favorable higher margin software and services revenue. These improvements were partially offset by increased interest rates driving higher cost on vault cash rental agreements.2023.

Selling, General and Administrative Expenses


			Three months ended June 30				Percentage of Total Revenue				Increase (Decrease)
		Three months ended March 31																	Three months ended March 31					Percentage of Total Revenue					Increase (Decrease)
In millions	In millions		2023		2022		2023		2022		2023 v 2022		In millions	2024			2023			2024			2023			2024 v 2023
Selling, general and administrative expenses	Selling, general and administrative expenses		$	333	$	309	16.8	%	15.5	%	8	%	Selling, general and administrative expenses	$	132	$	$	155	15.3		15.3	%		16.9	%		(15)	%

Table of Contents

For the three months ended ~~June 30, 2023~~March 31, 2024 compared to the three months ended ~~June 30, 2022~~March 31, 2023

Selling, general, and administrative expenses were ~~$333~~$132 million in the three months ended ~~June 30, 2023,~~March 31, 2024, compared to ~~$309~~$155 million in the ~~same period of 2022.~~three months endedMarch 31, 2023. As a percentage of revenue, selling, general and administrative expenses were ~~16.8%~~15.3% in the three months ended ~~June 30, 2023~~March 31, 2024 compared to ~~15.5%~~16.9% in the same period of ~~2022.~~2023. In the three months ended ~~June 30,~~March 31, 2024, selling, general and administrative expenses included $18 million of transformation and restructuring costs, $7 million of stock-based compensation expense, $10 million of amortization of acquisition-related intangible assets and $1 million of separation-related costs, offset by $1 million in net recoveries related to the ACH fraud disbursements matter. In the three months ended March 31, 2023, selling, general and administrative expenses included $5$3 million of transformation and restructuring costs, ~~$29~~$2 million of fraudulent ACH disbursement costs, $20 million of stock-based compensation expense, ~~$16~~$7 million of amortization of acquisition-related intangible assets, $1 million of acquisition related costs, $52 million of separation-related costs and $5 million related to the cyber ransomware incident recovery costs. In the three months ended June 30, 2022, selling, general and administrative expenses included $25 million of transformation and restructuring costs, $28 million of stock-based compensation expense, $18 million of amortization of acquisition-related intangible assets, $2 million of acquisition-related costs and $2 million of ~~costs related to actions taken with respect to our operations in Russia.~~separation-related costs. Excluding these items, selling, general and administrative expenses decreased ~~slightly~~ as a percentage of revenue from ~~11.7%~~13.2% in 2023 to 11.3% ~~primarily~~in 2024 due to cost mitigation actions implemented ~~partially offset by an increase in employee benefit-related costs.~~during the three months ended March 31, 2024.

Six months ended June 30 Percentage of Total Revenue Increase (Decrease)
In millions 2023 2022 2023 2022 2023 vs 2022
Selling, general and administrative expenses $ 625 $ 622 16.1 % 16.1 % — %

~~For the six months ended June 30, 2023 compared to the six months ended June 30, 2022~~

Selling, general, and administrative expenses were $625 million compared to $622 million in the six months ended June 30, 2023 and 2022, respectively. As a percentage of revenue, selling, general and administrative expenses were 16.1% in the six months ended June 30, 2023 and 2022. In the six months ended June 30, 2023, selling, general and administrative expenses included $8 million of transformation and restructuring costs, $54 million of stock-based compensation expense, $32 million of

~~Table of Contents~~

amortization of acquisition-related intangible assets, $1 million of acquisition related costs, $71 million of separation-related costs and $5 million related to the cyber ransomware incident recovery costs. In the six months ended June 30, 2022, selling, general and administrative expenses included $46 million of transformation and restructuring costs, $55 million of stock-based compensation expenses, $40 million of amortization of acquisition-related intangible assets, $7 million of acquisition-related costs and $6 million of costs related to actions taken with respect to our operations in Russia. Excluding these items, selling, general and administrative expenses decreased slightly as a percentage of revenue from 12.1% to 11.7% primarily due to cost mitigation actions implemented, partially offset by an increase in employee benefit-related costs.

Research and Development Expenses


			Three months ended June 30				Percentage of Total Revenue				Increase (Decrease)
		Three months ended March 31																	Three months ended March 31					Percentage of Total Revenue					Increase (Decrease)
In millions	In millions		2023		2022		2023		2022		2023 v 2022		In millions	2024			2023			2024			2023			2024 v 2023
Research and development expenses	Research and development expenses		$	57	$	59	2.9	%	3.0	%	(3)	%	Research and development expenses	$	60	$	$	49	7.0		7.0	%		5.3	%		22	%

For the three months ended ~~June 30, 2023~~March 31, 2024 compared to the three months ended ~~June 30, 2022~~March 31, 2023

Research and development expenses were ~~$57~~$60 million in the three months ended ~~June 30, 2023,~~March 31, 2024, compared to ~~$59~~$49 million in the ~~same period of 2022.~~three months endedMarch 31, 2023. As a percentage of revenue, research and development costs were ~~2.9%~~7.0% and ~~3.0%~~5.3% in the three months ended ~~June 30,~~March 31, 2024 and 2023, ~~and 2022,~~ respectively. In the three months ended ~~June 30, 2023,~~March 31, 2024, research and development costs included $2 million of transformation and restructuring costs, $3 million of stock-based compensation ~~expense.~~expense and $4 million of separation-related costs. In the three months ended ~~June 30, 2022,~~March 31, 2023, research and development ~~costs~~expenses included ~~$8 million of transformation costs and $3~~$2 million of stock-based compensation expense. Excluding these items, research and development expenses increased ~~slightly~~ as a percentage of revenue from ~~2.4%~~5.1% in 2023 to ~~2.7% due to an increase~~5.9% in ~~employee benefit-related costs.~~

Six months ended June 30 Percentage of Total Revenue Increase (Decrease)
In millions 2023 2022 2023 2022 2023 v 2022
Research and development expenses $ 121 $ 124 3.1 % 3.2 % (2) %

~~For~~2024 as the ~~six months ended June 30, 2023 compared to the six months ended June 30, 2022~~

~~Research and development expenses were $121 million compared to $124 million~~Company continues investing in the six months ended June 30, 2023 and 2022, respectively. As a percentage of revenue, these costs were 3.1% and 3.2% in the six months ended June 30, 2023 and 2022, respectively. In the six months ended June 30, 2023, research and development expenses included $6 million of stock-based compensation expense. In the six months ended June 30, 2022, research and development expenses included $9 million of transformation and restructuring costs and $6 million of stock-based compensation expense. After considering this item, research and development expenses slightly increased as a percentage of revenue from 2.8% to 3.0% due to an increase in employee benefit-related costs.activities.

Interest Expense


			Three months ended June 30				Increase (Decrease)
		Three months ended March 31													Three months ended March 31				Increase (Decrease)
In millions	In millions		2023		2022		2023 v 2022		In millions	2024			2023			2024 v 2023
Interest expense	Interest expense		$	91	$	67	36	%	Interest expense	$	39	$	$	83	(53)		(53)	%

For the three months ended ~~June 30, 2023~~March 31, 2024 compared to the three months ended ~~June 30, 2022~~March 31, 2023

Interest expense was ~~$91~~$39 million compared to ~~$67~~$83 million in the three months ended ~~June 30,~~March 31, 2024 and 2023, ~~and 2022,~~ respectively. Interest expense is primarily related to ~~the Company's~~our senior unsecured notes and borrowings under the ~~Company's~~ Senior Secured Credit Facility. The ~~increase~~decrease in interest expense was ~~primarily~~ due to the ~~significant increase~~decrease in ~~variable interest rates on the Senior Secured Credit Facility.~~

total debt outstanding.

4639

Table of Contents

Six months ended June 30 Increase (Decrease)
In millions 2023 2022 2023 v 2022
Interest expense $ 174 $ 130 34 %

~~For the six months ended June 30, 2023 compared to the six months ended June 30, 2022~~

Interest expense was $174 million compared to $130 million in the six months ended June 30, 2023 and 2022, respectively. Interest expense is primarily related to the Company's senior unsecured notes and borrowings under the Company's Senior Secured Credit Facility. The increase in interest expense was primarily due to the significant increase in variable interest rates on the Senior Secured Credit Facility.

Other Income (Expense), net

Other income (expense), net was expense of $8$20 million and ~~income of $1~~$4 million in the three months ended ~~June 30,~~March 31, 2024 and 2023, ~~and 2022, respectively, and expense of $11 million and income of $10 million in the six months ended June 30, 2023 and 2022,~~ respectively, with the components reflected in the following table:


		Three months ended June 30				Six months ended June 30
		Three months ended March 31
		Three months ended March 31
		Three months ended March 31
In millions
In millions
In millions	In millions	2023		2022		2023		2022
Interest income	Interest income	$	3	$	2	$	6	$	3
Interest income
Interest income
Foreign currency fluctuations and foreign exchange contracts
Foreign currency fluctuations and foreign exchange contracts
Foreign currency fluctuations and foreign exchange contracts	Foreign currency fluctuations and foreign exchange contracts	(10)		(7)		(10)		(7)
Bank-related fees	Bank-related fees	(8)		(3)		(13)		(5)
Bank-related fees
Bank-related fees
Employee benefit plans
Employee benefit plans
Employee benefit plans	Employee benefit plans	—		10		—		21
Other, net	Other, net	7		(1)		6		(2)
Other, net
Other, net
Other income (expense), net	Other income (expense), net	$	(8)	$	1	$	(11)	$	10
Other income (expense), net
Other income (expense), net

Foreign currency fluctuations and foreign exchange contracts within Other income (expense), net, includes a net loss of $15 million due to the impact of changes in the Lebanese pound and the Egyptian pound during the three months ended March 31, 2024. As of March 31, 2024, the operations of Lebanon and Egypt have transferred to NCR Atleos; however, we retained certain assets and liabilities under the separation and disclosure agreement which were impacted by the changes in foreign currency fluctuations.

Income Taxes


		Three months ended June 30				Six months ended June 30
		Three months ended March 31
		Three months ended March 31
		Three months ended March 31
In millions
In millions
In millions	In millions	2023		2022		2023		2022
Income tax expense (benefit)	Income tax expense (benefit)	$	30	$	—	$	44	$	13
Income tax expense (benefit)
Income tax expense (benefit)

For the three months ended ~~June 30, 2023~~March 31, 2024 compared to the three months ended ~~June 30, 2022~~March 31, 2023

Income tax provisions for interim (quarterly) periods are based on an estimated annual effective income tax rate calculated separately from the effect of significant, infrequent or unusual items. Income tax ~~expense~~benefit from continuing operations was ~~$30~~$14 million for the three months ended ~~June 30, 2023~~March 31, 2024 compared to ~~approximately zero~~income tax expense of $5 million for the three months ended ~~June 30, 2022.~~March 31, 2023. The change was primarily driven by ~~discrete tax expenses~~a favorable mix of earnings between our U.S. and ~~benefits and higher income before taxes~~non-U.S. jurisdictions in the three months ended ~~June 30, 2023,~~March 31, 2024 compared to the prior year.~~In the three months ended June 30, 2023,~~ Additionally, the Company recognized a $2 million expense from recording a valuation allowance against deferred tax assets in Turkey and a $2 million expense related to interest on uncertain tax benefits. In the three months ended June 30, 2022, the Company recognized a $6 million benefit from provision to return adjustments and a $7 million benefit related to uncertain tax position settlements and statute of limitation lapses.

~~For the six months ended June 30, 2023 compared to the six months ended June 30, 2022~~

~~Income tax expense was $44 million for the six months ended June 30, 2023 compared to expense of $13 million for the six months ended June 30, 2022. The change was primarily driven by~~did not recognize any material discrete tax expenses ~~and~~or benefits ~~and higher income before taxes~~ in the six months ended June 30, 2023, compared to the prior year. In the six months ended June 30, 2023, the Company recognized a $2 million expense from recording a valuation allowance against deferred tax assets in Turkey, a $2 million expense related to tax audit settlements, and a $4 million expense related to interest on uncertain tax benefits.In the six months ended June 30, 2022, the Company recognized a $4 million benefit from provision to return adjustments and a $7 million benefit related to uncertain tax position settlements and statute of limitation lapses.

~~Table of Contents~~

The Company is subject to numerous federal, state and foreign tax audits. While we believe that appropriate reserves exist for issues that might arise from these audits, should these audits be settled, the resulting tax effect could impact the tax provision and cash flows in 2023 or future periods.

either period.

Income (Loss) from Discontinued Operations

The Company ~~recognized~~did not recognize a gain or loss from discontinued operations, net of tax, ~~of $1 million in~~during the three ~~and six~~ months ended ~~June 30, 2023. The loss from discontinued operations, net of tax, was primarily driven by immaterial updates to various environmental remediation matters.~~ March 31, 2024.

The Company recognized income from discontinued operations, net of tax, of ~~$6 million and $5~~$74 million in the three ~~and six~~ months ended ~~June 30, 2022 respectively. The~~March 31, 2023 related to income from discontinued operations, net of tax, ~~was primarily driven by insurance recoveries partially offset by immaterial updates~~for NCR Atleos. Refer to ~~various environmental remediation matters.~~Note 2, “Discontinued Operations”, of the Notes to Condensed Consolidated Financial Statements, for additional information.

Revenue and Adjusted EBITDA by Segment

The Company manages and reports its businesses in the following segments: Retail, ~~Hospitality,~~Restaurants (formerly reported as Hospitality), and Digital ~~Banking, Payments & Network, and Self-Service~~ Banking.

Segments are measured for profitability by the Company’s chief operating decision maker based on revenue and segment Adjusted EBITDA. Refer to ~~our definition of Adjusted EBITDA in~~ the section above entitled ~~"Non-GAAP~~“Non-GAAP Financial Measures and Use of Certain ~~Terms."~~Terms” for our definition of Adjusted EBITDA and the reconciliation of net income (loss) from continuing operations attributable to NCR Voyix (GAAP) to Adjusted EBITDA (non-GAAP).

Corporate and Other includes income and expenses related to corporate functions that are not specifically attributable to any of our three individual reportable segments along with certain non-strategic businesses that are considered immaterial operating segment(s), certain countries which are expected to transfer to NCR Atleos during 2024, and commercial agreements with NCR Atleos.

Table of Contents

The following tables show our segment revenue and Adjusted EBITDA for the three ~~and six~~ months ended ~~June 30,~~March 31, the relative percentage that those amounts represent to segment revenue, and the change in those amounts year-over-year.


		Three months ended March 31
		Three months ended March 31
		Three months ended March 31
In millions
In millions
In millions
Revenue
Revenue
Revenue
Retail
Retail
Retail
Restaurants
Restaurants
Restaurants
Digital Banking
Digital Banking
Digital Banking

		Three months ended June 30				Percentage of Revenue (1)				Increase (Decrease)		Increase (Decrease) Constant Currency
In millions		2023		2022		2023		2022		2023 v 2022		2023 v 2022
Revenue
Retail		$	576	$	562	29.0	%	28.1	%	2	%	3	%
Hospitality		235		238		11.8	%	11.9	%	(1)	%	(1	%)
Digital Banking		140		131		7.0	%	6.6	%	7	%	7	%
Payments & Network		333		332		16.8	%	16.6	%	—	%	1	%
Self-Service Banking		661		679		33.3	%	34.0	%	(3)	%	(1)	%
Total segment revenue	Total segment revenue	$	1,945	$	1,942	97.9	%	97.2	%	—	%	1	%
Other (2)		54		61		2.8	%	3.1	%	(11)	%	(11)	%
Eliminations (3)		(13)		(12)		(0.7)	%	(0.6)	%	8	%	8	%
Other Adjustment (4)		$	—	6		—	%	0.3	%	n/m		n/m

Total segment revenue

Total segment revenue
Other
Other
Other

Total revenue

Total revenue

Total revenue	Total revenue	$	1,986	$	1,997	100.0	%	100.0	%	(1)	%	—	%

Adjusted EBITDA by Segment	Adjusted EBITDA by Segment

Adjusted EBITDA by Segment

Adjusted EBITDA by Segment
Retail	Retail	$	123	$	104	21.4	%	18.5	%	18	%
Hospitality		$	60	$	46	25.5	%	19.3	%	30	%
Retail
Retail
Restaurants
Restaurants
Restaurants
Digital Banking	Digital Banking	$	53	$	56	37.9	%	42.7	%	(5)	%
Payments & Network		$	99	$	97	29.7	%	29.2	%	2	%
Self-Service Banking		$	169	$	142	25.6	%	20.9	%	19	%
Digital Banking
Digital Banking

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

~~(2)~~ ~~Other immaterial business operations that do not represent a reportable segment.~~

~~(3)~~ Eliminations include revenues from contracts with customers and the related costs that are reported in the Payments & Network segment as well as in the Retail or Hospitality segments, including merchant acquiring services that are monetized via payments.

~~(4)~~ Other adjustment reflects the revenue attributable to the Company's operations in Russia for the three months ended June 30, 2022 that were excluded from management's measure of revenue due to our previous announcement to suspend sales to Russia and orderly wind down of our operations in Russia beginning in the first quarter of 2022.

~~Table of Contents~~

Six months ended June 30
Percentage of Revenue (1)
Increase (Decrease) Increase (Decrease) Constant Currency
In millions 2023 2022 2023 2022 2023 v 2022 2023 v 2022
Revenue
Retail $ 1,128 $ 1,108 29.1 % 28.7 % 2 % 4 %
Hospitality 458 449 11.8 % 11.6 % 2 % 2 %
Digital Banking 276 267 7.1 % 6.9 % 3 % 3 %
Payments & Network 656 631 16.9 % 16.3 % 4 % 5 %
Self-Service Banking 1,274 1,290 32.9 % 33.4 % (1) % 1 %
Total segment revenue $ 3,792 $ 3,745 97.8 % 96.9 % 1 % 3 %
Other (2)
108 129 2.8 % 3.4 % (16) % (15) %
Eliminations (3)
(23) (20) (0.6) % (0.5) % 15 % 15 %
Other adjustment (4)
— 9 — % 0.2 % n/m n/m
Total revenue $ 3,877 $ 3,863 100.0 % 100.0 % — % 2 %
Adjusted EBITDA by Segment
Retail $ 220 $ 171 19.5 % 15.4 % 29 %
Hospitality $ 113 $ 87 24.7 % 19.4 % 30 %
Digital Banking $ 102 $ 112 37.0 % 41.9 % (9) %
Payments & Network $ 182 $ 195 27.7 % 30.9 % (7) %
Self-Service Banking $ 307 $ 254 24.1 % 19.7 % 21 %

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

~~(2)~~ ~~Other immaterial business operations that do not represent a reportable segment.~~

~~(4)~~ Other adjustment reflects the revenue attributable to the Company's operations in Russia for the six months ended June 30, 2022 that were excluded from management's measure of revenue due to our previous announcement to suspend sales to Russia and orderly wind down of our operations in Russia beginning in the first quarter of 2022.

~~The following table provides a reconciliation of segment and total revenue percentage growth (GAAP) to revenue percentage growth constant currency (non-GAAP) for the three and six months endedJune 30, 2023.~~

Three months ended June 30, 2023 Six months ended June 30, 2023
$ in millions Revenue Growth % (GAAP) Favorable (Unfavorable) FX Impact Revenue Growth %
Constant Currency (non-GAAP) Revenue Growth % (GAAP) Favorable (Unfavorable) FX Impact Revenue Growth %
Constant Currency (non-GAAP)
Retail 2 % (1) % 3 % 2 % (2) % 4 %
Hospitality (1) % — % (1) % 2 % — % 2 %
Digital Banking 7 % — % 7 % 3 % — % 3 %
Payments & Network — % (1) % 1 % 4 % (1) % 5 %
Self-Service Banking (3) % (2) % (1) % (1) % (2) % 1 %
Total segment revenue — % (1) % 1 % 1 % (2) % 3 %
Other (11) % — % (11) % (16) % (1) % (15) %
Eliminations 8 % — % 8 % 15 % — % 15 %
Total revenue (1) % (1) % — % — % (2) % 2 %

~~Table of Contents~~

Segment Revenue

For the three ~~and six~~ months ended ~~June 30, 2023~~March 31, 2024 compared to the three ~~and six~~ months ended ~~June 30, 2022~~March 31, 2023

Retail revenue increased 2% for the three and six months ended June 30, 2023 compared to the prior year period. Foreign currency fluctuations had an unfavorable impact of 1% and 2% on the three and six month revenue comparisons, respectively. Revenue results were primarily due to higher revenue from services and point-of-sale solutions partially offset by a decrease in self-checkout related revenue.

~~Hospitality revenue~~ decreased 1%7% for the three months ended ~~June 30, 2023 compared to the prior year period and increased 2% for the six months ended June 30, 2023~~March 31, 2024 compared to the prior year period. For the three months ended ~~June 30, 2023,~~March 31, 2024, the decrease in revenue is due to a decrease in ~~POS~~ hardware revenue partially offset by an increase in ~~point-of-sale solutions~~software and services revenue, ~~as well as increases in~~mainly for software licenses and professional services ~~and payments processing~~ revenues.

Restaurants revenue decreased 4% for the three months ended March 31, 2024 compared to the prior year period. For the ~~six~~three months ended ~~June 30, 2023,~~March 31, 2024, the ~~increase~~decrease in revenue ~~of 2% compared to prior period~~ is due to a decrease in hardware revenue partially offset by an increase in software and services revenue, mainly for payment processing services and software ~~revenues, including growth in cloud services and payment processing, partially offset by a decrease in POS hardware.~~license revenues.

Digital Banking revenue increased 7% ~~and 3%~~ for the three ~~and six~~ months ended ~~June 30, 2023, respectively,~~March 31, 2024, compared to the prior year ~~period,~~periods, due to an increase in recurring cloud services, professional services and software ~~maintenance~~license revenues.

Payments & Network revenue was flat for the three months ended June 30, 2023 compared to the prior year period and increased 4% for the six months ended June 30, 2023 compared to the prior year period. For the six months ended June 30, 2023, the increase in revenue is due to an increase in payment processing and Bitcoin-related revenue driven by an increase in higher margin ATM transactions and merchant acquiring services.

Self-Service Banking revenue decreased 3% and 1% for the three and six months ended June 30, 2023, respectively, compared to the prior year period. Foreign currency fluctuations had an unfavorable impact of 2% on the three and six month revenue comparisons. Revenue results for the periods were primarily due to the shift from one-time ATM hardware and hardware maintenance revenues to recurring ATM as-a-Service arrangements in addition to a decline in one-time software license revenues. The declines in ATM hardware, hardware maintenance and software license revenues were partially offset by an increase in recurring software and services revenue. Software and services revenue as a percent of total Self-Service Banking segment revenue were 69% and 67% in the second quarter of 2023 and 2022, respectively.

Segment Adjusted EBITDA

For the three ~~and six~~ months ended ~~June 30, 2023~~March 31, 2024 compared to the three ~~and six~~ months ended ~~June 30, 2022~~March 31, 2023

Retail and Restaurants Adjusted EBITDA increased ~~18%~~4% and ~~29%~~25% for the three ~~and six~~ months ended ~~June 30, 2023,~~March 31, 2024, respectively, compared to the prior year ~~period, primarily due~~period. Software and services revenue increased as a percentage of total revenue, from 62% and 73% in the three months ended March 31, 2023 to 70% and 77% in the three months ended March 31, 2024 for Retail and Restaurants, respectively. This increase in favorable software and services revenue mix, ~~and improvements in component, labor and freight costs as well as other~~along with cost mitigation actions around cost of goods and ~~pricing actions~~service delivery costs taken induring the ~~latter part of 2022 and 2023. These improvements were partially offset by~~quarter caused an increase in ~~employee benefit-related costs.~~

~~Hospitality Adjusted~~overall EBITDA ~~increased 30%~~performance for the three and six months ended June 30, 2023 compared to the prior year period, primarily driven by pricing and cost mitigation actions taken in the latter part of 2022 and 2023 as well as improvements in component and fuel costs. These improvements were partially offset by an increase in employee benefit-related costs.each segment.

Digital Banking Adjusted EBITDA ~~decreased 5% and 9%~~increased 10% for the three ~~and six~~ months ended ~~June 30, 2023, respectively,~~March 31, 2024 compared to the prior year period ~~driven by investment in selling expenses and research and development expenses, and an increase in employee benefit-related costs.~~

~~Payments & Network Adjusted EBITDA increased 2% and decreased 7% for the three and six months ended June 30, 2023, respectively, compared~~due to the ~~prior year period. The increase in Adjusted EBITDA for the three months ended June 30, 2023 compared to the prior year period was primarily due to increases in higher margin transaction~~ revenue and cost optimization initiatives. These improvements were partially offset by an increase in interest rates, which increases the cost of our vault cash rental obligations, and employee benefit-related costs. The decline in Adjusted EBITDA for the six months ended June 30, 2023 compared to prior year period was primarily due significantly higher interest rates on our vault cash agreements, 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. This was partially offset by the increase in higher margin transaction revenuegrowth described above.

Table of Contents

Self-Service Banking Adjusted EBITDA increased 19% and 21% for the three and six months ended June 30, 2023, respectively, compared to the prior year period primarily due to improvement in component and fuel costs, particularly in ATM hardware, as well as increases in higher margin recurring revenue streams. These improvements were partially offset by an increase in employee benefit-related costs.

Financial Condition, Liquidity, and Capital Resources

~~Historically, our~~Our primary liquidity needs in the ordinary course of business are to: (i) fund normal operating expenses; (ii) meet the interest and principal ~~sources of cash are cash generated from operations, borrowings under our revolving credit facility and issuances of debt. We continually evaluate our liquidity~~ requirements ~~in light~~ of our outstanding indebtedness, including finance leases; (iii) fund capital expenditures and operating lease payments; (iv) remediation payments related to environmental matters; (v) meet our expected pension and postemployment plan contributions; and (vi) payments related to transformation and restructuring initiatives. We believe these needs ~~growth initiatives~~will be satisfied in both the short and ~~capital resources.~~long term based on our current cash position, cash flows generated by our operations, and existing financing arrangements.

~~NCR’s~~As of March 31, 2024, our cash and cash equivalents totaled $246 million and our total debt was $2.7 billion. Our borrowing capacity under our senior secured credit facility was $282 million as of March 31, 2024. Our ability to generate positive cash flows from operations is dependent on general economic conditions, and the competitive environment in our industry, and is subject to business and other risk factors, including as detailed in our filings with the SEC. If we are unable to generate sufficient cash flows from operations, or otherwise comply with the terms of our credit facilities, we may be required to seek additional financing alternatives.

The following table summarizes our cash flows from operating activities, investing activities and financing activities for the three months ended March 31, 2023 and 2024:


	Three months ended March 31
In millions	2024		2023
Net cash provided by (used in) operating activities	$	(35)	$	311
Net cash provided by (used in) investing activities	(54)		(86)
Net cash provided by (used in) financing activities	80		(175)

The following table summarizes information related to cash flows from discontinued operations related to the Spin-Off of NCR Atleos:


In millions	Three months ended March 31
	2024(1)		2023
Net cash provided by (used in) operating activities	$	—	$	195
Net cash provided by (used in) investing activities	—		(25)
Net cash provided by (used in) financing activities	—		—

(1) Represents operations of NCR Atleos through date of separation versus full quarter of NCR Atleos operations for 2023.

Net cash used in operating activities of discontinued operations related to environmental obligations were zero and $6 million for the three months ended March 31, 2024 and 2023, respectively.

Operating Activities Cash used in operating activities was $35 million in the three months ended March 31, 2024 compared to cash provided by operating activities of $311 million in the three months ended March 31, 2023. The decrease in cash provided by operating activities was driven by the net loss in the three months ended March 31, 2024 and movement in the net working capital accounts, as well as employee related payments.

Capital Expenditures and Other Investing Activities Our principal capital expenditures are for software (purchased and internally developed) and additions to property and equipment. We invested approximately $61 million and $83 million in capital expenditures during the three months ended March 31, 2024 and 2023, respectively. We expect to continue investing in property and equipment, purchased software and internally developed software to support our business.

Financing Activities Financing activities mainly related to borrowings and repayments under our senior secured credit facilities as well as our unsecured senior notes. Financing activities also included dividends paid on the Series A preferred stock, proceeds from employee stock plans as well as tax withholding payments on behalf of employees for stock based awards that vested.

Adjusted free cash flow NCR Voyix management uses a non-GAAP measure called ~~“Adjusted~~“adjusted free cash flow-unrestricted” to assess the financial performance of the Company. We define ~~Adjusted~~adjusted free cash ~~flow-unrestricted~~flow as net cash provided by (used in) 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 acquisition-related items, plus/minus~~ net reductions or reinvestments in the trade receivables facility ~~established in the third quarter of 2021~~ due to fluctuations in the outstanding balance of receivables sold, restricted cash settlement activity, NCR Atleos settlement activity, net cash provided by (used in) environmental discontinued operations plus acquisition-related items, and plus pension contributions and settlements. ~~Restricted cash~~NCR Atleos settlement activity ~~represents the net change~~relates

Table of Contents

to changes in amounts ~~collected on behalf of, but~~owed to and amounts due from NCR Atleos for activity related to items governed by the separation and distribution agreement. Activity from the commercial and transition services agreements are not yet remitted to, certain of the Company’s merchant customers or third-party service providers that are pledged for a particular use or restricted to support these obligations. These amounts can fluctuate significantly period to period based on the number of days for which settlement to the merchant has not yet occurred or day of the week on which a reporting period ends. included in this adjustment.

We believe ~~Adjusted~~adjusted free cash flow-unrestricted information is useful for investors because it relates the operating cash flows from the Company’s continuing and discontinued operations to the capital that is spent to continue and improve business operations. In particular, ~~Adjusted~~adjusted free cash ~~flow-unrestricted~~flow indicates the amount of cash available after ~~these adjustments~~capital expenditures for, among other things, investments in the Company’s existing businesses, strategic acquisitions, ~~repurchases of NCR stock~~ and repayment of debt obligations. Adjusted free cash ~~flow-unrestricted~~flow does not represent the residual cash flow available for discretionary expenditures, since there may be other non-discretionary expenditures that are not deducted from the measure. Adjusted free cash ~~flow-unrestricted~~flow does not have a uniform definition under GAAP, and therefore ~~NCR’s~~the Company’s definition may differ from other companies’ definitions of this measure. This non-GAAP measure should not be considered a substitute for, or superior to, cash flows from operating activities under GAAP.

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

Six months ended June 30
In millions 2023 2022
Net cash provided by operating activities $ 544 $ 118
Net cash used in investing activities $ (194) $ (177)
Net cash provided by (used in) financing activities $ (266) $ (7)

Cash provided by operating activities was $544 million in the six months ended June 30, 2023 compared to cash provided by operating activities of $118 million in the six months ended June 30, 2022. The increase in cash provided by operating activities in the six months ended June 30, 2023 was driven by higher operating income of $20 million and the favorable movement in net working capital accounts of $392 million.

The table below reconciles net cash provided by operating activities ~~the most directly comparable GAAP measure,~~ to ~~NCR’s~~NCR Voyix’s non-GAAP measure of adjusted free cash flow-unrestricted for the three months ended March 31:


In millions	Three months ended March 31, 2024(1)
Net cash provided by (used in) operating activities (GAAP)	$	(35)
Expenditures for property, plant and equipment	(8)
Additions to capitalized software	(53)
Restricted cash settlement activity	1
NCR Atleos settlement activity	26
Pension contributions	3
Change in trade receivables facility	—
Net cash provided by (used in) environmental discontinued operations	—
Adjusted free cash flow-unrestricted (non-GAAP)	$	(66)

(1)Adjusted free cash flow-unrestricted for the ~~six~~three months ended ~~June 30:~~

Six months ended June 30
In millions 2023 2022
Net cash provided by operating activities (GAAP) $ 544 $ 118
Expenditures for property, plant and equipment (70) (32)
Additions to capitalized software (134) (142)
Restricted cash settlement activity (28) 37
Change in trade receivables facility 43 —
Pension contributions 8 9
Adjusted free cash flow-unrestricted (non-GAAP) $ 363 $ (10)

~~Table~~March 31, 2023 is not meaningful for comparison purposes given the presentation of ~~Contents~~

~~For the six months ended June 30, 2023, net~~ cash ~~provided by operating activities increased $426 million, which contributed to a net increase in Adjusted free cash flow-unrestricted of $373 million in comparison~~flows due to the ~~six months ended June 30, 2022. The increase in net cash provided by operating activities was offset by an increase in restricted cash settlement activity~~Spin-Off of $65 million and an increase in capital expenditures for property, plant and equipment of $38 million. Adjusted free cash flow-unrestricted was also adjusted for the impact of a net $43 million reduction in the Company's trade receivables facility due to timing of fluctuations in the outstanding balance of receivables sold.

NCR Atleos.

Financing activities and certain other investing activities are not included in our calculation of Adjusted free cash flow-unrestricted. Other investing activities primarily include business acquisitions, divestitures and investments, which were not significant in the six months ended June 30, 2023 and June 30, 2022.

Our financing activities include borrowings and repayments of credit facilities and notes. Financing activities during the six months ended June 30, 2023 also included dividends paid on the Series A preferred stock of $8 million, proceeds from employee stock plans of $14 million as well as tax withholding payments on behalf of employees for stock based awards that vested of $16 million. Financing activities during the six months ended June 30, 2022 included dividends paid on the Series A preferred stock of $8 million, proceeds from stock employee plans of $14 million, and tax withholding payments on behalf of employees for stock based awards that vested of $36 million.

Long Term Borrowings The ~~Senior Secured Credit Facility consists of~~senior secured credit facilities include a term loan ~~facilities~~facility in an initial aggregate principal amount of ~~$2.055 billion,~~$200 million, of which ~~$1.83 billion~~$196 million was outstanding as of ~~June 30, 2023.~~March 31, 2024. Additionally, the ~~Senior Secured Credit Facility provides for~~senior secured credit facilities include a five-year Revolving Credit Facility with an aggregate principal amount of ~~$1.3 billion,~~$500 million, of which ~~$328~~$196 million was outstanding as of ~~June 30, 2023.~~March 31, 2024. The Revolving Credit Facility also contains a sub-facility to be used for letters of credit, and as of ~~June 30, 2023,~~March 31, 2024, there were ~~$29~~$22 million letters of credit outstanding.

As of ~~June 30, 2023,~~March 31, 2024, we had outstanding $1.2 billion in aggregate principal balance of 5.125% senior unsecured notes due in 2029, ~~$500 million in aggregate principal balance of 5.750% senior unsecured notes due in 2027,~~ $650 million aggregate principal balance of 5.000% senior unsecured notes due in 2028 ~~$500 million in aggregate principal balance of 6.125% senior unsecured notes due in 2029,~~ and $450 million in aggregate principal balance of 5.250% senior unsecured notes due in 2030.

~~See~~Refer to Note 5, “Debt Obligations”, of the Notes to Condensed Consolidated Financial Statements, ~~included in Item 1 of this Report~~ for ~~further~~additional information ~~on the Senior Secured Credit Facility.~~regarding debt transactions.

Employee Benefit Plans In ~~2023,~~2024, we expect to make contributions of ~~$20~~$13 million to our international pension plans ~~$75~~and $32 million to our postemployment ~~plan and $2 million to our postretirement~~ plan. For additional information, refer to Note 9, “Employee Benefit Plans”, of the Notes to Condensed Consolidated Financial Statements.

Series A Convertible Preferred Stock As of ~~June 30, 2023,~~March 31, 2024, the redemption value of the Series A Preferred Stock was approximately $276 million. Holders of Series A Convertible Preferred Stock are entitled to a cumulative dividend at the rate of 5.5% per annum, payable quarterly in arrears. Beginning in the first quarter of 2020, dividends are payable in cash or in-kind at the option of the Company. During the ~~six~~three months ended ~~June 30,~~March 31, 2024 and 2023, ~~and 2022,~~ the Company paid cash dividends of ~~$8 million, respectively.~~$4 million.

~~The~~Prior to the close of business on October 17, 2023, the Series A Convertible Preferred Stock iswas convertible at the option of the holders at any time into shares of common stock at a conversion price of $30.00 per share, or a conversion rate of 33.333 shares of common stock per share of Series A Convertible Preferred Stock. As a result of ~~June 30, 2023 and December~~the Spin-Off, the conversion rate of the Series A Convertible Preferred Stock was adjusted pursuant to its terms to 57.5601 shares of common stock per share of Series A Convertible Preferred Stock, effective immediately after the close of business on October 17, 2023. As of March 31, ~~2022,~~ 2024,

Table of Contents

the maximum number of common shares that could be required to be issued upon conversion of the outstanding shares of the Series A Convertible Preferred Stock was ~~9.2~~15.9 million ~~shares.~~shares, which would represent approximately 10% of our outstanding common stock as of March 31, 2024, including the preferred shares on an as-converted basis.

Cash and Cash Equivalents Held by Foreign Subsidiaries Cash and cash equivalents held by the ~~Company's~~Company’s foreign subsidiaries at ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022~~2023 were ~~$455~~$173 million and ~~$419~~$191 million, respectively. Under current tax laws and regulations, if cash and cash equivalents and short-term investments held outside the U.S. are distributed to the U.S. in the form of dividends or otherwise, we may be subject to additional U.S. income taxes and foreign withholding taxes, which could be significant.

Summary As of ~~June 30, 2023,~~March 31, 2024, our cash and cash equivalents totaled ~~$547~~$246 million and our total debt was ~~$5.47~~$2.69 billion, excluding deferred fees. As of ~~June 30, 2023,~~March 31, 2024, our borrowing capacity under the Revolving Credit Facility was approximately ~~$943~~$282 million. Our ability to generate positive cash flows from operations is dependent on general economic conditions, the competitive environment in our industry, and is subject to the business and other risk factors described in Item 1A of Part I of

~~Table of Contents~~

the Company’s ~~2022~~2023 Annual Report on Form 10-K and Item 1A of Part II of this Quarterly Report on Form 10-Q (as applicable). If we are unable to generate sufficient cash flows from operations, or otherwise comply with the terms of our credit facilities, we may be required to seek additional financing alternatives.

We believe that we have sufficient liquidity based on our current cash position ~~cash flows from operations~~ and existing financing to meet our expected pension, postemployment, and postretirement plan contributions, remediation payments related to environmental matters, debt servicing obligations, payments related to separation, transformation and restructuring initiatives, and in the long-term (i.e., beyond ~~June 30,~~March 31, 2024) to meet our material cash requirements.

Material Cash Requirements from Contractual and Other Obligations

There have been no significant changes in our contractual and other commercial obligations as described in our Form 10-K for the year ended December 31, ~~2022.~~2023.

Critical Accounting Policies and Estimates

Critical accounting policies are those that are most important to the portrayal of our financial position and results of operations. These policies require highly subjective or complex judgments, often employing the use of estimates about the effect of matters that are inherently uncertain. Our most critical accounting estimates pertain to revenue recognition, inventory valuation, goodwill and intangible assets, pension, postretirement and postemployment benefits, environmental and legal contingencies, and income taxes, which are described in Item 7. of our ~~2022~~2023 Form 10-K.

New Accounting Pronouncements

See discussion in Note 1, “Basis of Presentation and Summary of Significant Accounting Policies”, of the Notes to Condensed Consolidated Financial Statements for new accounting pronouncements.

5344

Table of Contents

Forward-Looking Statements

This ~~quarterly report~~Quarterly Report on Form 10-Q (this “Quarterly Report”) contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 (the “Act”).Forward-looking statements use words such as “expect,” “anticipate,” “outlook,” “intend,” “plan,” “confident,” “believe,” “will,” “should,” “would,” “potential,” “positioning,” “proposed,” “planned,” “objective,” “likely,” “could,” “may,” and words of similar meaning, as well as other words or expressions referencing future events, conditions or circumstances. We intend these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Act. Statements that describe or relate to ~~NCR’s~~the Company’s plans, goals, intentions, strategies, or financial outlook, and statements that do not relate to historical or current fact, are examples of forward-looking statements. Examples of forward-looking statements in this ~~Form 10-Q~~Quarterly Report include, without limitation, statements regarding: ~~our~~the estimated or anticipated future results and benefits of the Company’s plans and operations; the Company’s expectations of demand for ~~our~~its solutions ~~and execution~~ and the impact thereof on ~~our~~the Company's financial results in ~~2023; NCR's focus on advancing our strategic growth initiatives and transforming NCR into a software-led as-a-service company with a higher mix of recurring revenue streams; our expectations of NCR's~~2024; the Company’s ability to deliver increased value to customers and stockholders; ~~and~~ statements regarding the ~~planned separation~~spin-off of NCR ~~into two separate companies,~~Atleos, including, but not limited to, statements regarding the ~~anticipated timing and structure of such planned transaction, the~~ future commercial or financial performance of the ~~digital commerce company or the ATM company~~Company following such ~~planned~~ transaction, and value creation and the ability to innovate and drive growth generally as a result of such ~~transaction,~~transaction; and the ~~expected capital structure, net debt~~Company’s ability to offset losses incurred from fraudulent ACH disbursements from a Company bank account identified in February 2024 through cooperation with law enforcement and ~~pension obligations of~~ the ~~companies at the time of and following the transaction.~~Company’s banks or through insurance proceeds. Forward-looking statements are based on our current beliefs, expectations and assumptions, which may not prove to be accurate, and involve a number of known and unknown risks and uncertainties, many of which are out of ~~NCR's~~the Company’s control. Forward-looking statements are not guarantees of future performance, and there are a number of important factors that could cause actual outcomes and results to differ materially from the results contemplated by such forward-looking statements, including those factors relating to:

•~~Strategy~~ challenges with transforming and ~~Technology: transforming~~growing our business, ~~model;~~including our ability to attract new customers, increase use of our platform by existing customers and cross-sell additional products and solutions; development and introduction of new, ~~solutions; competition in the technology industry;~~competitive solutions on a timely, cost-effective basis; our ability to compete effectively against new and existing competitors; our ability to maintain a consistently high level of customer service; our ability to successfully manage our profitability and cost reduction initiatives; integration of acquisitions and management of ~~alliance activities; and our multinational operations;~~

•~~Business Operations:~~other strategic transactions; the potential strategic benefits, synergies or opportunities expected from the Spin-Off may not be realized or may take longer to realize than expected; any unforeseen tax liabilities or impacts resulting from the Spin-Off, requests, requirements or penalties imposed by any governmental authorities related to certain existing liabilities; domestic and global economic and credit conditions; downturn or consolidation in the financial services industry; difficulties and risks associated with developing and selling complex new solutions and enhancements, including those using artificial intelligence; risks and uncertainties ~~from the~~associated with our payments-related ~~business and industry;~~business; disruptions in our data center hosting and public cloud facilities; any failures or delays in our efforts to modernize our information technology infrastructure; retention and attraction of key employees; defects, errors, installation difficulties or development delays; failure of third-party suppliers; a major natural disaster or catastrophic ~~event, including the impact of the coronavirus (COVID-19) pandemic and~~event; geopolitical and macroeconomic ~~challenges;~~challenges or events or acts of terrorism; environmental exposures from historical ~~and ongoing~~ manufacturing activities; ~~and climate change;~~

•~~Data Privacy & Security:~~the impact of ~~data protection,~~ cybersecurity ~~and data privacy including any related issues,~~incidents on our business, including the April 2023 ransomware ~~incident;~~

•~~Finance~~incident, and ~~Accounting:~~efforts to prevent or mitigate such incidents and any related impacts on our operations; efforts to comply with applicable data protection and data privacy laws; our level of indebtedness; the terms governing our indebtedness; incurrence of additional debt or ~~similar~~other liabilities or obligations; access ~~or renewal~~to the capital markets and other sources of ~~financing sources;~~financing; our cash flow sufficiency to service our indebtedness; interest rate ~~risks;~~risks and increased costs of borrowings; the terms governing our trade receivables facility; the impact of certain changes in control relating to acceleration of our ~~indebtedness,~~indebtedness; our obligations under other financing arrangements, or required repurchase of our senior unsecured notes; any lowering or withdrawal of the ratings assigned to our debt securities by rating agencies; unforeseen tax liabilities or changes in tax law; our ~~pension liabilities;~~failure to maintain effective internal control over financial reporting and disclosure controls and procedures and our ability to remediate material weaknesses in our internal control over financial reporting; the write down of the value of certain significant assets;

•~~Law and Compliance:~~ allegations or claims by third parties that our products or services infringe on intellectual property rights of others, including claims against our customers and claims by our customers to defend and indemnify them with respect to such claims; protection of our intellectual property; changes to our tax rates and additional income tax liabilities; and uncertainties regarding regulations, lawsuits and other related matters; rights preferences and ~~changes~~privileges of holders of our Series A Convertible Stock compared to ~~cryptocurrency regulations;~~

•~~Governance:~~the rights of our common stockholders; impact of the terms of our Series A Convertible Preferred ~~(“Series A”)~~ Stock relating to voting power, share dilution and market price of our common stock; ~~rights, preferences and privileges of Series A stockholders compared to the rights of our common stockholders; and~~ actions or proposals from stockholders that do not align with our business strategies or the ~~interests~~interest of our stockholders; and other ~~stockholders;~~

•~~Planned Separation: an unexpected failure to complete, or unexpected delays~~factors presented in ~~completing, the necessary actions~~“Item 1A-Risk Factors” of our most recent Annual Report on Form 10-K for the ~~planned separation, or~~year ended December 31, 2023 and subsequent filings we make with the U.S. Securities and Exchange Commission (“SEC”), which we advise you to obtain the necessary approvals or third party consents to complete these actions; that the potential strategic benefits, synergies or opportunities expected from the separation may not be realized or may take longer to realize than expected; costs of implementation of the separation and any changes to the configuration of businesses included in the separation if implemented; the potential inability to access or reduced access to the capital markets or increased cost of borrowings, including as a result of a credit rating downgrade; the potential adverse reactions to the planned separation by customers, suppliers, strategic partners or key personnel and potential difficulties in maintaining relationships with such persons and risks associated with third party contracts containing consent and/or other provisions that may be triggered by the planned separation and the ability to obtain such consents;

~~Table of Contents~~

the risk that any newly formed entity to house the digital commerce or ATM business would have no credit rating and may not have access to the capital markets on acceptable terms; unforeseen tax liabilities or changes in tax law; requests or requirements of governmental authorities related to certain existing liabilities; and the ability to obtain or consummate financing or refinancing related to the transaction upon acceptable terms or at all.review.

Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those set forth in the forward-looking statements. There can be no guarantee that the planned separation will be completed in the expected form or within the expected time frame or at all. Nor can there be any guarantee that the digital commerce business and ATM business after a separation will be able to realize any of the potential strategic benefits, synergies or opportunities as a result of these actions. Neither can there be any guarantee that stockholders will achieve any particular level of stockholder returns. Nor can there be any guarantee that the planned separation will enhance value for stockholders, or that NCR or any of its divisions, or separate digital commerce and ATM business, will be commercially successful in the future, or achieve any particular credit rating or financial results. Additional information concerning these and other factors can be found in the Company’s filings with the U.S. Securities and Exchange Commission, including the Company's most recent annual report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. Any forward-looking statement speaks only as of

Table of Contents

the date on which it is ~~made.~~made and should not be relied upon as representing our plans and expectations as of any subsequent date. The Company does not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

~~Information About NCR~~

~~NCR encourages investors to visit its web site (http://www.ncr.com~~), which is updated regularly with financial and other important information about NCR. The contents of the Company’s web site are not incorporated into this quarterly report or the Company’s other filings with the U.S. Securities and Exchange Commission.

5546

Table of Contents

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market Risk

We are exposed to market risks primarily from changes in foreign currency exchange rates and interest rates. It is our policy to manage our foreign exchange exposure and debt structure in order to manage capital costs, control financial risks and maintain financial flexibility over the long term. In managing market risks, we employ derivatives according to documented policies and procedures, including foreign currency contracts and interest rate swaps. We do not use derivatives for trading or speculative purposes.

Foreign Exchange Risk

Since a substantial portion of our operations and revenue occur outside the United States, and in currencies other than the U.S. Dollar, our results can be significantly impacted by changes in foreign currency exchange rates. We have exposure to approximately 4540 functional currencies and are exposed to foreign currency exchange risk with respect to our sales, profits and assets and liabilities denominated in currencies other than the U.S. Dollar. Although we use financial instruments to hedge certain foreign currency risks, we are not fully protected against foreign currency fluctuations and our reported results of operations could be affected by changes in foreign currency exchange rates. To manage our exposures and mitigate the impact of currency fluctuations on the operations of our foreign subsidiaries, we hedge our main transactional exposures through the use of foreign exchange forward and option contracts. This is primarily done through the hedging of foreign currency denominated inter-company inventory purchases by the marketing units and the foreign currency denominated inputs to our manufacturing units. All of these transactions are forecasted. If these contracts are designated as highly effective cash flow hedges, the gains or losses are deferred into accumulated other comprehensive income (“AOCI”). The gains or losses from derivative contracts that are designated as highly effective cash flow hedges related to inventory purchases are recorded in cost of products when the inventory is sold to an unrelated third party. Otherwise, the gains or losses from these contracts are recognized in earnings as exchange rates change. We also use derivatives not designated as hedging instruments consisting primarily of forward contracts to hedge foreign currency denominated balance sheet exposures. For these derivatives we recognize gains and losses in the same period as the remeasurement losses and gains of the related foreign currency-denominated exposures.

We utilize non-exchange traded financial instruments, such as foreign exchange forward and option contracts, that we purchase exclusively from highly rated financial institutions. We record these contracts on our balance sheet at fair market value based upon market price quotations from the financial institutions. We do not enter into non-exchange traded contracts that require the use of fair value estimation techniques, but if we did, they could have a material impact on our financial results.

For purposes of analyzing potential risk, we use sensitivity analysis to quantify potential impacts that market rate changes may have on the fair values of our hedge portfolio related to firmly committed or forecasted transactions. The sensitivity analysis represents the hypothetical changes in value of the hedge position and does not reflect the related gain or loss on the forecasted underlying transaction. A 10% appreciation 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 $6$18 million as of ~~June 30, 2023.~~March 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 $6$18 million as of ~~June 30, 2023.~~March 31, 2024. 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.

The U.S. Dollar was stronger in the ~~second~~first quarter of ~~2023~~2024 compared to the ~~second~~first quarter of ~~2022~~2023 based on comparable weighted averages for our functional currencies. This excludes the effects of our hedging activities and, therefore, does not reflect the actual impact of fluctuations in exchange rates on our operating income.

Interest Rate Risk

We are subject to interest rate risk principally in relation to variable-rate debt. Approximately ~~60%~~85% of our borrowings were on a fixed rate basis as of ~~June 30, 2023.~~March 31, 2024. The increase in pre-tax interest expense for the ~~six~~three months ended ~~June 30, 2023~~March 31, 2024 from a hypothetical 100 basis point increase in variable interest rates would be approximately ~~$13~~$1 million. As of ~~June 30, 2023,~~March 31, 2024, we do not have any outstanding interest rate derivative contracts related to our variable rate debt.

5647

Table of Contents

~~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.~~ 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. The increase in vault cash rental expense for the three months ended ~~June 30, 2023~~ ~~from a hypothetical 100 basis point increase in variable interest rates would be approximately $9 million, excluding the impact from outstanding interest rate swap agreements.~~

~~We utilize~~historically utilized interest rate swap contracts and interest rate cap agreements to add stability to interest expense and to manage exposure to interest rate movements as part of our interest rate risk management strategy. Payments and receipts related to interest rate cap agreements and interest rate swap contracts are included in cash flows from operating activities in the Condensed Consolidated Statements of Cash Flows. Refer to Note 13, “Derivatives and Hedging Instruments”, for further information on our interest rate derivative ~~contracts in effect as of~~ ~~June 30, 2023~~.contracts.

Concentrations of Credit Risk

We are potentially subject to concentrations of credit risk on accounts receivable and financial instruments, such as hedging instruments and cash and cash equivalents. Credit risk includes the risk of nonperformance by counterparties. The maximum potential loss may exceed the amount recognized on the balance sheet. Exposure to credit risk is managed through credit approvals, credit limits, selecting major international financial institutions as counterparties to hedging transactions, and monitoring procedures. Our business often involves large transactions with customers for which we do not require collateral. 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. We believe that the reserves for potential losses are adequate. As of ~~June 30, 2023,~~March 31, 2024, we did not have any significant concentration of credit risk related to financial instruments.

Item 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

~~NCR~~

The Company has established disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the Exchange Act)). The Company’s management carried out an evaluation, under the supervision and with the participation of its Chief Executive and Chief Financial Officers, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of March 31, 2024. Based on this evaluation, the Company’s Chief Executive and Chief Financial Officers have concluded that, due to the material weaknesses in internal control over financial reporting described below, our disclosure controls and procedures were not effective as of March 31, 2024 to provide reasonable assurance that information required to be disclosed by ~~NCR~~the Company in ~~the~~ reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and ~~forms. Disclosure controls~~forms and procedures include, without limitation, controls and procedures designed to provide reasonable assurance that information required to be disclosed by NCR in the reports that it files or submits under the Exchange Act is(ii) accumulated and communicated to ~~NCR’s~~the Company’s management, including its Chief Executive and Chief Financial Officers, as appropriate to allow timely decisions regarding required disclosure. Based on their evaluation as of the end of the second quarter of 2023, conducted under their supervision and with the participation of management, the Company’s Chief Executive and Chief Financial Officers have concluded that NCR’s disclosure controls and procedures are effective to meet such objectives and that NCR’s disclosure controls and procedures adequately alert them on a timely basis to material information relating to the Company (including its consolidated subsidiaries) required to be included in NCR’s Exchange Act filings.

Previously Reported Material Weaknesses

As previously reported in Part II, Item 9A, “Controls and Procedures” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, management identified the following material weaknesses in the Company’s internal control over financial reporting as of December 31, 2023:

•The Company did not design and maintain effective controls to prevent or timely detect unauthorized Automated Clearing House (“ACH”) disbursements; and

•The Company did not design and maintain effective controls related to accounts receivable and accounts payable clearing accounts. Specifically, controls were not designed at a sufficient level of precision to timely reconcile and review the reasonableness and supportability of clearing account balances, including review of the nature and aging of the individual clearing account balances.

Although not materially impacting any previously reported periods, these material weaknesses resulted in errors in the Company’s historical 2022 and 2021 financial statements and the revision of interim periods in 2023. Additionally, these material weaknesses could result in material misstatements to the Company’s consolidated financial statements that would not be prevented or detected.

Status of Remediation Plans and Actions

The Company has implemented and will continue to implement measures designed to ensure that the control deficiencies contributing to the material weaknesses described above are remediated. These remediation actions are ongoing and include or are expected to include:

Table of Contents

•designing and implementing a monitoring control to (i) perform at least an annual review of all Company bank account attributes and (ii) regularly review bank account activity for large and/or unusual transactions for all bank accounts permitting ACH direct debit transactions;

•designing and implementing a monthly control, with a sufficient level of precision, to timely reconcile and review the reasonableness and supportability of accounts receivable and accounts payable clearing account balances, including a review of the nature and aging of the individual clearing account balances;

•designing and implementing enhanced review controls specific to accounts receivable and accounts payable clearing accounts to ensure clear and precise escalation protocols for unreconciled items and the timely resolution of any matters escalated; and

•supplementing existing training materials regarding fraud prevention and detection and incident escalation and resolution procedures.

As the Company continues to evaluate and work to improve its internal control over financial reporting, the Company may decide to take additional measures or modify the remediation plans described above. The Company believes that these actions will remediate the material weaknesses described above; however, the material weaknesses will not be considered remediated until the Company has completed the design and implementation of the applicable controls and those controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively. The Company will continue to monitor the design and effectiveness of these and other processes, procedures and controls and make any further changes management deems appropriate.

To address the material weaknesses referenced above, management has performed additional analyses and procedures in order to prepare the consolidated financial statements included in Item 1 of this Quarterly Report. Based on these analyses and procedures, management believes that the consolidated financial statements included in this Quarterly Report present, in all material respects, the Company’s financial condition, results of operations and cash flows at and for the periods presented.

Changes in Internal Control over Financial Reporting

~~There~~

Other than the remediation efforts described above, there have been no changes in ~~our~~the Company’s internal control over financial reporting that occurred during the three months ended ~~June 30, 2023~~March 31, 2024 that have materially affected, or are reasonably likely to materially affect, ~~our~~the Company’s internal control over financial reporting.

Table of Contents

Part II. Other Information

Item 1. LEGAL PROCEEDINGS

The information required by this item is included in Note 10, “Commitments and Contingencies”, of the Notes to Condensed Consolidated Financial Statements in this quarterly report and is incorporated herein by reference.

Item 1A. RISK FACTORS

~~The following~~In addition to the other information ~~supplements~~set forth in this Quarterly Report, you should carefully consider the ~~disclosure set forth~~risk factors and other cautionary statements described under Part I, Item ~~IA (“Risk~~1A. “Risk Factors”~~) of~~ in the ~~Company's 2022~~Company’s 2023 Annual Report on Form 10-K, ~~(“Form 10-K”).~~which could materially affect our business, financial condition or future results. Additional risks and uncertainties not ~~presently~~currently known to us or that ~~are~~we currently ~~not believed~~deem to be ~~significant to our business~~immaterial also may also affect our actual results and could harm our business, financial conditions and results of operations. If any additional risks and uncertainties actually occur, our business, results of operations and financial condition could be materially and adversely ~~affected.~~

~~Data protection, cybersecurity and data privacy issues could negatively impact our business~~. Our products and services, including our cloud and hosted solutions as well as our payments and networking solutions, facilitate financial and other transactions for the customers in the industries we serve. As a result, we collect, use, transmit and store certain of the transaction, cryptocurrency, private keys, and personal data of our customers and end-users. We also have access to transaction and personal data of our customers and their customers through or in the course of servicing our products or third-party products. Additionally, we collect, use and store personal data of our employees and the personnel of our business partners, such as resellers, suppliers and contractors, in the ordinary course of business. While we have programs and measures in place designed to protect and safeguard this data, and while we have implemented access controls designed to limit the risk of unauthorized use or disclosure by employees and contractors, the techniques used to obtain unauthorized access to this data are complex and changing, as are the underlying objectives of the attacker, like targeted business disruption, financial impact, intellectual property theft, political motives, or sophisticated nation-state sponsored and organized cyber-criminal activity, and may be difficult to detect for long periods of time. An attack, disruption, intrusion, denial of service, theft or other breach, or an inadvertent act by an employee or contractor, could result in unauthorized access to, or disclosure of, this data, resulting in claims, costs and reputational harm that could negatively affect our operating results. We may also detect, or may receive notice from third parties (including governmental agencies) regarding, potential vulnerabilities in our information technology systems, our products, or third-party products used in conjunction with our products or our business. In the course of our business activities, NCR contracts with numerous suppliers, vendors and resellers who may experience a cybersecurity, data protection or privacy issue that could negatively affect our operating results. Even if these potential vulnerabilities do not result in a data breach, their existence can adversely affect marketplace confidence and reputation. To the extent such vulnerabilities require remediation, such remedial measures could require significant resources and may not be implemented before such vulnerabilities are exploited. As the landscape evolves, we may also find it necessary to make significant further investments to protect information and infrastructure.

Like most companies, NCR is regularly the subject of attempted cyberattacks, which may involve personal data. Most attempted cyberattacks are detected and prevented by the Company’s various information technology and data protections, 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 (“SIEM”) system, identity management technology, security analytics, multi-factor authentication and encryption. There can be no assurance that our protections will be successful.

On April 13, 2023, NCR determined that a single data center outage impacting certain of its commerce customers was caused by a cyber ransomware incident. Upon such determination, NCR immediately started contacting customers, enacted its cybersecurity protocol and engaged outside experts to contain the incident and begin the recovery process. NCR disclosed this incident publicly on April 17, 2023. We believe this incident is limited to specific functionality in Aloha cloud-based services and Counterpoint. None of NCR's ATM, digital banking, payments, or other retail products are processed at this data center. Affected customers had reduced capabilities on specific Aloha cloud-based and Counterpoint functionality. NCR is conducting concurrent efforts to establish alternative functionality for customers, fully restore impacted data and applications, and to enhance its cyber security protections.

The investigation into this incident includes NCR experts, external forensic cybersecurity experts and federal law enforcement. It is possible that this cyber ransomware incident could result in claims from customers or other legal liability or negative publicity, require costly remediation efforts, or result in payment of damages or other costs to customers or others, any of which could materially and adversely impact our business, financial condition or ~~results of operations. We continue to assess the cybersecurity incident to determine the full extent of the impact from such event on~~future results. There have been no material changes in our ~~business, results of operations or financial condition and whether or not those impacts are material. With regard to this incident,~~risk factors ~~that could cause actual results to differ materially~~ from those ~~expressed or implied include (i)~~described in the ~~ongoing assessment of the incident, (ii) legal, reputational and financial risks resulting from the incident, (iii) the effectiveness of business continuity plans and cybersecurity~~

~~Table of Contents~~

~~risk management policies during the incident, (iv) the possibility that our investigation will produce materially adverse findings not known to us~~2023 Annual Report on the date hereof, (v) that any future, or still undetected, cybersecurity related incident, whether an attack, disruption, intrusion, denial of service, theft or other breach could result in unauthorized access to, or disclosure of, data, resulting in claims, costs and reputational harm that could negatively affect our operating or financial results.Form 10-K.

The Company has established relationships with cybersecurity firms and internal cybersecurity experts, which it engages in connection with certain suspected incidents. The costs arising from those engagements, which depending on the incident may include both investigatory and remedial efforts, have not to date been material to the Company. The Company also regularly undergoes evaluation of its protections against incidents, including both self-assessments and expert third-party assessments, and it regularly enhances those protections, both in response to specific threats and as part of the Company’s efforts to stay current with advances in cybersecurity defense. When the Company experiences a confirmed cybersecurity incident, it generally performs root cause analyses and in appropriate instances will implement additional controls based on those analyses. In 2022, Company spending on cybersecurity efforts represented approximately 10% of its overall IT spend. There can be no assurance that the Company or its cybersecurity consultants will be able to prevent or remediate all future incidents or that the cost associated with responding to any such incident will not be significant.

The personal information and other data that we process and store also are subject to data security and data privacy obligations and laws of many jurisdictions, which are growing in complexity and sophistication as data becomes more enriched and technology and the global data protection landscape evolves. These laws may provide a private right of action for individuals alleging a breach of privacy rights, including for example the Illinois Biometric Information Privacy Act (“BIPA”). These laws may also conflict with one another, and many of them are subject to frequent modification and differing interpretations. The laws impose a significant compliance burden and include, for example, the European Union's (“EU”) General Data Protection Regulation (“GDPR”), the California Consumer Privacy Act and the Brazilian General Data Protection Law. Complying with these evolving and varying standards could require significant expense and effort, and could require us to change our business practices or the functionality of our products and services in a manner adverse to our customers and our business. In addition, violations of these laws can result in significant fines, penalties, claims by regulators or other third-party lawsuits alleging significant damages, and damage to our brand and business. The GDPR, for example, includes fines of up to €20 million or up to 4% of the annual global revenues of the infringer for failure to comply, and grants corrective powers to supervisory authorities including the ability to impose a limit on processing of personal data. The laws also cover the transfer of personal, financial and business information, including transfers of employee information between us and our subsidiaries, across international borders. As another example, the Illinois BIPA provides aggrieved plaintiffs the ability to recover $1,000 for each unauthorized scan of biometric data, and $5,000 for each scan found to be in willful disregard of the statute.

~~Disruptions in our data center hosting and public cloud facilities could adversely affect our business~~. Our software products are increasingly being offered and provided on a cloud or other hosted basis through data centers operated by the Company or third parties in the United States and other countries. In addition, certain applications and data that we use in our services offerings and our operations may be hosted or stored at such facilities. These facilities may be vulnerable to natural disasters, including those exacerbated by the effects of climate change, telecommunications failures and similar events, or to intentional acts of misconduct, such as security incidents (including the ransomware incident announced April 17, 2023) or interference (including by disgruntled employees, former employees or contractors). The occurrence of these events or acts, or any other unanticipated problems, at these facilities could result in damage to or the unavailability of these cloud hosting facilities. Such damage or unavailability could, despite existing disaster recovery and business continuity arrangements, interrupt the availability of our cloud offerings for our customers. We have experienced such interruptions and damage or unavailability which interrupt the availability of applications or data necessary to provide services or conduct critical operations. Interruptions in the availability of our data center or cloud offerings or our ability to service our customers could result in the failure to meet contracted up-time or service levels, which could cause us to issue credits or pay damages or penalties or cause customers to terminate or not renew subscriptions. Interruptions could also expose us to liability claims from customers and others, payment of damages or other amounts, negative publicity and the need to engage in costly remediation efforts, any of which could have a material adverse effect on our business, financial condition or results of operations.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On October 19, 2016, the Board approved a share repurchase program, with no expiration from the date of authorization, for the systematic repurchase of the Company’s common stock to offset the dilutive effects of the Company’s employee stock purchase plan, equity awards and in-kind dividends on the Company’s Series A Convertible Preferred Stock. Availability under this program accrues quarterly based on the average value of dilutive issuances during the quarter.

On March 12, 2017, the Board approved a second share repurchase program, with no expiration from the date of authorization, that provides for the repurchase of up to $300 million of the Company’s common stock. On July 25, 2018, the Board authorized an incremental $200 million of share repurchases under this program.

~~Table of Contents~~

As of June 30, 2023, $153 million was available for repurchases under the March 2017 program, and approximately $870 million was available for repurchases under the October 2016 dilution offset program. The timing and amount of repurchases under these programs depend upon market conditions and may be made from time to time in open market purchases, privately negotiated transactions, accelerated stock repurchase programs, issuer self-tender offers or otherwise. The repurchases will be made in compliance with applicable securities laws and may be discontinued at any time.

The Company occasionally purchases vested restricted stock or exercised stock options at the current market price to cover withholding taxes. The following table sets forth information with respect to our repurchases of shares of common stock during the three months ended March 31, 2024.


Period	Total number of shares purchased(1)	Average price paid per share		Total number of shares purchased as part of publicly announced plans or programs	Approximate dollar value of shares that may yet to be purchased under the plans or programs (in millions)(2)
1/1/2024 - 1/31/2024	13,798	$	15.39	212,348	$	921
2/1/2024 - 2/29/2024	595,939	$	15.08	8,984,453	$	938
3/1/2024 - 3/31/2024	153,124	$	12.19	1,866,700	$	948

(1)For the three months ended ~~June 30, 2023,~~March 31, 2024, approximately ~~23 thousand~~762,861 shares were ~~purchased at an average price~~repurchased to cover withholding taxes.

(2) Represents amounts available for repurchases under the October 2016 dilution offset program. As of ~~$23.46~~ ~~per share.~~each month in the quarter ended March 31, 2024, $153 million was available for repurchases under the March 2017 program.

The Company’s ability to repurchase its common stock is restricted under the Company’s ~~Senior Secured Credit Facility~~senior secured credit facilities and terms of the indentures ~~for~~governing the Company’s senior unsecured notes, which prohibit certain share repurchases, including during the occurrence of an event of default, and establish limits on the amount that the Company is permitted to ~~allocate~~use to ~~share repurchases~~repurchase shares and make other restricted payments. ~~The limitations are~~This amount is calculated using formulas based generally on 50% of the Company’s consolidated net income for the period beginning in the ~~third~~first quarter of ~~2012~~2024 through the end of the most recently ended fiscal quarter, subject to certain other adjustments and deductions, with certain prescribed ~~minimums.~~minimums and its use is subject to customary conditions, including the absence of an event of default. These formulas are described in greater detail in the Company’s ~~Senior Secured Credit Facility~~senior secured credit facilities and the indentures ~~for~~governing the Company’s senior unsecured notes, each of which is filed with the SEC.

Table of Contents

Item 5. OTHER INFORMATION

During the fiscal quarter ended March 31, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of the SEC’s Regulation S-K.

Table of Contents

Item 6. EXHIBITS


10.1			~~Sixth Amendment~~NCR Voyix Corporation 2024 Executive Severance Plan adopted March 13, 2024 (Exhibit 10.1.3 to the ~~Credit Agreement, dated as of June 30, 2023, by and among NCR Corporation,~~Company’s Annual Report on Form 10-K for the ~~lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent.~~fiscal year ended December 31, 2023)*

10.2			Amendment to Employment Agreement, dated March 13, 2024, between David Wilkinson and NCR Voyix Corporation (Exhibit 10.17.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023)*

10.3			Amendment to Letter Agreement, dated March 13, 2024 between Brian Webb-Walsh and NCR Voyix Corporation (Exhibit 10.18.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023)*

31.1			Certification pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934.

31.2			Certification pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934.

32			Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101			The following materials from NCR Voyix Corporation’s Quarterly Report on Form 10-Q for the quarter ended ~~June 30, 2023,~~March 31, 2024, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) our condensed consolidated statements of operations for the three ~~and six~~ months ended ~~June 30, 2023~~March 31, 2024 and ~~2022;~~2023; (ii) our condensed consolidated statements of comprehensive income for the three ~~and six~~ months ended ~~June 30, 2023~~March 31, 2024 and ~~2022;~~2023; (iii) our condensed consolidated balance sheets as of ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022;~~2023; (iv) our condensed consolidated statements of cash flows for the ~~six~~three months ended ~~June 30, 2023~~March 31, 2024 and ~~2022;~~2023; (v) our condensed consolidated statements of changes in stockholder's equity for the three ~~and six~~ months ended ~~June 30, 2023~~March 31, 2024 and ~~2022;~~2023; and (vi) the notes to our condensed consolidated financial statements.

104			Cover Page Interactive Data File, formatted in Inline XBRL and contained in Exhibit 101.

* Management contracts or compensatory plans/arrangements.

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

NCR VOYIX CORPORATION

Date:

~~August 2, 2023~~May 9, 2024

By:

/s/ ~~Timothy C. Oliver~~Kelly Moyer

~~Timothy C. Oliver~~Kelly Moyer
~~Senior Executive~~Corporate Vice President, ~~and~~ Chief ~~Financial~~Accounting Officer
(Principal Accounting Officer)

6253


In millions	U.S. Pension Benefits				International Pension Benefits				Total Pension Benefits
	2023		2022		2023		2022		2023		2022
Net service cost	$	—	$	—	$	1	$	1	$	1	$	1
Interest cost	18		10		7		3		25		13
Expected return on plan assets	(16)		(16)		(9)		(7)		(25)		(23)
Amortization of prior service cost	—		—		—		—		—		—
Net periodic benefit cost (income)	$	2	$	(6)	$	(1)	$	(3)	$	1	$	(9)


	Three months ended June 30, 2023						Six months ended June 30, 2023
$ in millions	Revenue Growth % (GAAP)		Favorable (Unfavorable) FX Impact		Revenue Growth % Constant Currency (non-GAAP)		Revenue Growth % (GAAP)		Favorable (Unfavorable) FX Impact		Revenue Growth % Constant Currency (non-GAAP)
Retail	2	%	(1)	%	3	%	2	%	(2)	%	4	%
Hospitality	(1)	%	—	%	(1)	%	2	%	—	%	2	%
Digital Banking	7	%	—	%	7	%	3	%	—	%	3	%
Payments & Network	—	%	(1)	%	1	%	4	%	(1)	%	5	%
Self-Service Banking	(3)	%	(2)	%	(1)	%	(1)	%	(2)	%	1	%
Total segment revenue	—	%	(1)	%	1	%	1	%	(2)	%	3	%
Other	(11)	%	—	%	(11)	%	(16)	%	(1)	%	(15)	%
Eliminations	8	%	—	%	8	%	15	%	—	%	15	%


Total revenue	(1)	%	(1)	%	—	%	—	%	(2)	%	2	%