Exhibit 99.1
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
As previously reported, on August 5, 2024, NCR Voyix Corporation (NCR Voyix or the Company) entered into a purchase agreement
(the Purchase Agreement) with Dragon Buyer, Inc. (Buyer), an affiliate of The Veritas Capital Fund VIII, L.P. (Veritas), pursuant to which Buyer agreed to purchase the Companys digital banking business (the
Transaction or the Digital Banking Business). On September 30, 2024, and pursuant to the Purchase Agreement, the Buyer acquired NCR Voyixs Digital Banking Business. The gross purchase price was $2.45 billion
in cash as well as contingent consideration of up to an additional $100 million in cash upon the achievement of a specified return on Veritas and its affiliates invested capital at the time of any future sale, subject to certain
customary adjustments as set forth in the Purchase Agreement. The Company intends to use the majority of the proceeds from the Transaction for repayment of the short- and long-term debt held by NCR Voyix, termination and contemporaneous repurchase
of trade receivables held within the trade receivables facility (the T/R Facility) and payment of transaction costs.
The Company will report
the results of the Digital Banking Business as discontinued operations for the current and historical periods in the Companys consolidated financial statements beginning in its Quarterly Report on Form
10-Q for the quarterly period ended September 30, 2024.
The Unaudited Pro Forma Condensed Consolidated
Financial Statements presented below have been derived from the NCR Voyixs historical consolidated financial statements and give pro forma effect to the Transaction. The Unaudited Pro Forma Condensed Consolidated Balance Sheet as of
June 30, 2024 reflects NCR Voyixs financial position as if the Transaction had occurred on June 30, 2024. The adjustments in the Transaction Accounting Adjustments column in the Unaudited Pro Forma Condensed Consolidated
Balance Sheet give effect to the Transaction as if it had occurred as of June 30, 2024. The Unaudited Pro Forma Consolidated Statements of Operations for the six months ended June 30, 2024 and for each of the years ended December 31,
2023, December 31, 2022 and December 31, 2021 reflect the results of operations as if the Transaction had occurred on January 1, 2021 in that they reflect the reclassification of the Digital Banking Business as discontinued operations
for all periods presented. The adjustments in the Transaction Accounting Adjustments column in the Unaudited Pro Forma Condensed Consolidated Statements of Operations for the six months ended June 30, 2024 and for the year ended
December 31, 2023 give effect to the Transaction as if it had occurred as of January 1, 2023.
The Unaudited Pro Forma Condensed Consolidated
Financial Statements presented below have been derived from, and should be read in conjunction with, NCR Voyixs audited consolidated financial statements and the notes thereto as of December 31, 2023, and for the three years ended
December 31, 2023, and Managements Discussion and Analysis included in NCR Voyixs Annual Report on Form 10-K for the year ended December 31, 2023, as well as NCR Voyixs unaudited
condensed consolidated financial statements and the notes thereto as of and for the six months ended June 30, 2024, and Managements Discussion and Analysis included in NCR Voyixs Quarterly Report on Form 10-Q for the six months ended June 30, 2024. Upon entering into the Purchase Agreement with the Buyer, the historical financial results of the Digital Banking Business will be reflected in NCR Voyixs
consolidated financial statements as discontinued operations under U.S. generally accepted accounting principles (GAAP) for all periods.
The
Unaudited Pro Forma Condensed Consolidated Financial Statements are presented based on information currently available, subject to the assumptions and adjustments described in the accompanying notes and is not intended to represent what NCR
Voyixs condensed consolidated balance sheet and statements of operations actually would have been had the Transaction occurred on the dates indicated above. Further, the Unaudited Pro Forma Condensed Consolidated Financial Statements are
provided for illustrative and informational purposes only and are not necessarily indicative of NCR Voyixs financial position and results of operations for any future period and does not reflect all actions that may be undertaken by NCR Voyix
following the closing of the Transaction. In addition, the Unaudited Pro Forma Condensed Consolidated Financial Statements do not reflect the realization of any expected cost savings, synergies or
dis-synergies as a result of the Transaction. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors.
Management believes these assumptions and adjustments are reasonable, given the information available at the time of filing. The Unaudited Pro Forma Condensed Consolidated Financial Statements should be read in conjunction with NCR Voyixs
historical consolidated financial statements and accompanying notes. The Transaction constituted a significant disposition for purposes of Item 2.01 of Form 8-K and the Unaudited Pro Forma Condensed
Consolidated Financial Statements presented below have been prepared in accordance with Article 11 of Regulation S-X, Pro Forma Financial Information.