NCR Atleos Corporation

05/07/2026 | Press release | Distributed by Public on 05/07/2026 07:14

Quarterly Report for Quarter Ending March 31, 2026 (Form 10-Q)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the Condensed Consolidated Financial Statements and notes thereto included under Item 1. Financial Statements of this Form 10-Q and our Consolidated Financial Statements and notes thereto and related Management's Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2025 (the "2025 Form 10-K"). This quarterly report contains forward-looking statements. See the sections of the Form 10-Q titled "Cautionary Statement about Forward-Looking Statements" and "Risk Factors" for a discussion of the uncertainties, risks and assumptions associated with these forward-looking statements that could cause future results to differ materially from those reflected in this section.
Revision. In connection with the preparation of our second and third quarter 2025 financial statements, we identified misstatements in our previously-issued financial statements. Although not materially impacting any previously-reported periods, the misstatements resulted in immaterial misstatements in our historical financial statements and the revision of the first and second quarters of 2025. The figures in this MD&A reflect the impact of such revisions. Refer to Note 1, "Basis of Presentation and Summary of Significant Accounting Policies", and Note 13, "Revisions of Previously Issued Financial Statements", in Item 1 of this Quarterly Report for additional information.
OVERVIEW
We are an industry-leading financial technology company providing self-directed banking solutions to a global customer base including financial institutions, merchants, manufacturers, retailers and consumers. We operate through three reportable segments: Self-Service Banking, Network and Telecommunications and Technology ("T&T").
During the first quarter, we continued to pursue our focus on customer service, leveraging AI-powered diagnostics, intelligent dispatch systems and fleet-level performance management to improve ATM availability. We experienced revenue growth in our Self-Service Banking segment, driven by increased hardware sales and associated installation services, as well as continued growth in our ATM as a Service ("ATMaaS") business. Network segment revenues were flat year over year, with growth in certain international markets offset by declines in domestic transaction volumes. Gross margin compressed slightly year over year, due to the impact of higher tariffs and increases in the cost of certain components used in manufacturing, as well as higher vault cash cost in our Network segment. We anticipate that component costs could remain elevated for the remainder of the year, which could affect gross margin in future quarters.
We are exposed to macroeconomic factors such as interest rates, foreign currency fluctuations, geopolitical tensions and shifts in global trade policies. While the impact to our first quarter results was not material, we anticipate that a prolonged conflict with Iran could negatively impact our ability to deliver products and services in certain markets, and result in an increase in transportation costs.
On February 20, 2026, the U.S. Supreme Court ruled that certain tariffs imposed under the International Emergency Economic Powers Act ("IEEPA") were not valid, and on March 4, 2026, the Court of International Trade ruled that U.S. Customs and Border Protection ("CBP") was required, subject to applicable procedures, to refund the IEEPA tariffs it had collected. On April 20, 2026, CBP began accepting submissions for certain IEEPA tariff refunds. To date, a portion of our refund claims have been accepted, and we have accrued an immaterial net receivable related to this. We continue to submit claims in anticipation of receiving a refund of the full amount we previously paid.
On February 26, 2026, we entered into an Agreement and Plan of Merger (the "Merger Agreement"), by and among Atleos, The Brink's Company, a Virginia corporation ("Brink's"), Novus Merger Sub, Inc., a Maryland corporation and wholly owned subsidiary of Brink's ("Merger Sub I") and Novus Merger Sub II, LLC, a Maryland limited liability company and wholly owned subsidiary of Brink's ("Merger Sub II"). Pursuant to the Merger Agreement, (i) Merger Sub I will merge with and into Atleos (the "First Merger"), with Atleos surviving the First Merger as a direct wholly owned subsidiary of Brink's, and (ii) immediately following the First Merger, Atleos will merge with and into Merger Sub II (the "Second Merger" and, together with the First Merger, the "Mergers"), with Merger Sub II surviving the Second Merger as a wholly owned subsidiary of Brink's. Pursuant to the Merger Agreement, Brink's will acquire each outstanding share of Atleos stock for $30.00 in cash, without interest, and 0.1574 shares of validly issued, fully paid and nonassessable shares of Brink's common stock. The Mergers are currently expected to close in the first quarter of 2027, subject to customary closing conditions, including regulatory approvals and the approval of both companies' shareholders. In connection with the Mergers, on March 11, 2026, we received the requisite consents from holders of our 9.500% Senior Secured Notes due 2029 (the "Notes") and entered into a supplemental indenture to amend the defined term "Change of Control" to provide that the Mergers will not constitute a Change of Control and to add or amend certain other defined terms related to the
Change of Control put provisions contained in the indenture governing the Notes (collectively, the "CoC Put Waiver"). As a result of the CoC Put Waiver, we are not required to repurchase any portion of the Notes as a result of the consummation of the Mergers. The supplemental indenture became effective immediately upon execution, but the CoC Put Waiver will not become operative until immediately prior to the effective time of the First Merger and will cease to be operative if the First Merger is not consummated or we do not pay the consent fee to the paying agent on behalf of the holders.
RESULTS OF OPERATIONS
Highlights of our consolidated results, which are discussed in more detail below, include:
Three months ended March 31, Change
In millions 2026 2025 %
Product revenue $ 221 $ 189 17 %
Service revenue 822 790 4 %
Total revenue 1,043 979 7 %
Product gross margin 33 29 14 %
Service gross margin 201 203 (1) %
Total gross margin 234 232 1 %
Selling, general and administrative expenses 130 122 7 %
Research and development expenses 20 17 18 %
Income from operations 84 93 (10) %
Interest expense (63) (67) (6) %
Other income (expense), net 12 (4) 400 %
Income before income taxes 33 22 50 %
Income tax expense 11 9 22 %
Net income $ 22 $ 13 69 %
•Total revenue increased 7% or $64 million, to $1.04 billion, including $754 million of recurring revenue, compared to $979 million and $741 million, respectively, in the prior year period, driven by continued growth in ATMaaS and stronger demand for hardware and associated installation services.
•Gross margin decreased, due to the impact of higher tariffs and increases in vault cash cost and the cost of certain components used in manufacturing. Gross margin decreased 130 basis points to 22.4%, and adjusted gross margin decreased 140 basis points to 24.5%.
•Income from operations decreased 10% driven by costs incurred in connection with our workforce optimization and strategic initiatives.
•Income before income taxes increased to $33 million compared to $22 million in the prior year period, driven by a gain on divestiture of a non-core business, higher income related to our company-sponsored defined benefit plan and lower interest costs.
Key Financial and Performance Metrics
We use the following metrics in evaluating the performance of our business:
Recurring revenue is all revenue streams from contracts where there is a predictable revenue pattern that will occur at regular intervals with a relatively high degree of certainty. This includes hardware and software maintenance revenue, processing revenue, interchange and network revenue, Bitcoin-related revenue, and certain professional services arrangements, as well as term-based software license arrangements that include customer termination rights.
Annualized Recurring Revenue ("ARR") is recurring revenue, excluding software licenses sold as a subscription, for the last three months multiplied by four, plus the rolling four quarters for term-based software license arrangements that include customer termination rights. We believe this metric may be useful to investors in evaluating achievement of our strategic goals related to the conversion of the self-service banking business to recurring revenue streams over time. ARR
does not necessarily reflect the pattern of revenue recognition in accordance with GAAP and should not be considered a substitute for GAAP revenue.
Last twelve months average revenue per unit ("LTM ARPU") is an operating metric for the Network segment, defined as total Network segment revenue for the previous twelve months divided by the average Network Managed Units for the previous twelve months. We believe this metric may be useful to investors in evaluating achievement of our strategic goals related to the improved monetization of our ATM fleet over a specified period, excluding the impact of seasonality. LTM ARPU does not represent revenue generated solely by our Network Managed Units, as total Network segment revenue includes revenue generated from other sources.
Network Managed Units are all transacting ATMs as of period end, whether Company-owned or Merchant-owned, other than those for which we only provide third-party processing services and those under legacy managed services arrangements.
The following tables show our key financial and performance metrics for the three months ended March 31, the relative percentage that those amounts represent to total revenue, and the change in those amounts year over year.
Recurring revenue as a percentage of total revenue
Three months ended March 31, Percentage of Total Revenue Change
In millions 2026 2025 2026 2025 2026 vs 2025
Recurring revenue $ 754 $ 741 72.3 % 75.7 % 2 %
All other products and services 289 238 27.7 % 24.3 % 21 %
Total Revenue $ 1,043 $ 979 100.0 % 100.0 % 7 %
Net income attributable to Atleos and Adjusted EBITDA(1) as a percentage of total revenue
Three months ended March 31, Percentage of Total Revenue Change
In millions 2026 2025 2026 2025 2026 vs 2025
Net income attributable to Atleos $ 22 $ 14 2.1 % 1.4 % 57 %
Adjusted EBITDA(1)
$ 172 $ 172 16.5 % 17.6 % - %
(1) Refer to our definition of Adjusted EBITDA in the section entitled "Supplemental Information - Items Affecting Comparability."
Three months ended March 31,
In millions, unless otherwise noted 2026 2025
Self-Service Banking
Annualized recurring revenue $ 1,699 $ 1,602
Recurring revenue as a % of SSB revenue 61 % 64 %
Revenue from ATMaaS arrangements $ 74 $ 57
Network
LTM ARPU (in thousands)
$ 16.0 $ 16.1
Network Managed Units (in thousands)
77.7 77.2
Supplemental Information - Items Affecting Comparability
We supplement the reporting of our financial information determined under generally accepted accounting principles in the United States ("GAAP") with certain non-GAAP adjusted financial measures. Non-GAAP adjusted financial measures should be considered in addition to, and not as an alternative for, our reported results prepared in accordance with GAAP. Our non-GAAP adjusted financial measures do not represent a comprehensive basis of accounting and therefore may not be comparable to similarly titled measures reported by other companies. We believe these measures are useful for investors because they provide a more complete understanding of our underlying operational performance, as well as consistency and comparability with past reports of financial results.
Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (Adjusted EBITDA) (non-GAAP) and Adjusted EBITDA margin (non-GAAP) are calculated as GAAP Net income (loss) attributable to Atleos plus interest expense, net; plus income tax expense (benefit); plus depreciation and amortization; plus acquisition-related costs, including costs related to the Brink's transaction; plus pension mark-to-market adjustments and other one-time pension-related costs; plus separation-related costs; plus transformation and restructuring charges, which include integration, severance, divestiture and other exit and disposal costs; plus stock-based compensation expense; plus Voyix legal and environmental indemnification expense; plus other amounts included in Other income (expense), net. Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA by total revenue, and Adjusted EBITDA margin by segment is calculated based on segment Adjusted EBITDA divided by the related segment revenue. We use these non-GAAP measures to evaluate performance consistently from period to period.
Adjusted gross margin as a percentage of revenue (non-GAAP) and Adjusted selling, general and administrative expenses as a percentage of revenue (non-GAAP) are calculated utilizing GAAP gross margin and selling, general and administrative expenses, respectively, and excluding, as applicable, acquisition-related costs, including costs related to the Brink's transaction; one-time pension-related costs; separation-related costs; amortization of acquisition-related intangibles; stock-based compensation expense; transformation and restructuring charges (which includes integration, severance, divestiture and other exit and disposal costs); Voyix legal indemnification expense; and other non-recurring or unusual items. We use these non-GAAP measures to evaluate performance consistently from period to period.
Adjusted free cash flow-unrestricted (non-GAAP) is calculated as net cash provided by operating activities less capital expenditures, less additions to capitalized software, plus/minus the change in restricted cash settlement activity, plus proceeds from certain sale-leaseback transactions, plus pension contributions and settlements, and plus legal and environmental indemnification payments made to Voyix. Restricted cash settlement activity represents the net change in amounts collected on behalf of, but not yet remitted to, certain of our merchant customers or third-party service providers that are pledged for a particular use or restricted to support these obligations. These amounts can fluctuate significantly period to period based on the number of days for which settlement has not yet occurred or day of the week on which a reporting period ends. We believe Adjusted free cash flow-unrestricted is useful for investors because it indicates the amount of cash available for, among other things, investments in our existing businesses, strategic acquisitions and repayment of our debt obligations. Adjusted free cash flow-unrestricted does not represent the residual cash flow available, since there may be other non-discretionary expenditures that are not deducted from the measure.
Reconciliation of Net income (loss) attributable to Atleos (GAAP) to Adjusted EBITDA (Non-GAAP)
Three months ended March 31,
In millions 2026 2025
Net income attributable to Atleos (GAAP) $ 22 $ 14
Interest expense 63 67
Interest income (2) (1)
Income tax expense 11 9
Depreciation and amortization expense 44 42
Amortization of acquisition-related intangibles 24 23
Stock-based compensation expense 7 9
Separation costs - 2
Acquisition-related transaction costs 2 -
Transformation and restructuring (5) 1
Voyix indemnification expense 3 4
Other (income) expense items(1)
3 2
Adjusted EBITDA (non-GAAP) $ 172 $ 172
(1) Includes certain items reported within Other income (expense), net on the Condensed Consolidated Statements of Operations, such as bank fees, the components of pension, postemployment and postretirement expense other than service cost, and the impact of foreign currency exchange rate fluctuations. Certain other amounts reported in Other income (expense), net are separately captured in this reconciliation. As a result, Other (income) expense items as presented does not agree to total Other income (expense), net on the Condensed Consolidated Statements of Operations.
Reconciliation of Gross Margin Rate (Gross Margin as a Percentage of Revenue) (GAAP) to Adjusted Gross Margin Rate (Adjusted Gross Margin as a Percentage of Revenue) (Non-GAAP)
Three months ended March 31,
2026 2025
Gross Margin Rate (GAAP) 22.4 % 23.7 %
Plus:
Amortization of acquisition-related intangibles 1.9 % 2.0 %
Stock-based compensation expense 0.1 % 0.1 %
Transformation and restructuring 0.1 % 0.1 %
Adjusted Gross Margin Rate (Non-GAAP) 24.5 % 25.9 %
Reconciliation of Selling, General and Administrative Expenses ("SG&A") as a Percentage of Revenue (GAAP) to Adjusted SG&A as a Percentage of Revenue (Non-GAAP)
Three months ended March 31,
2026 2025
SG&A as a percentage of revenue (GAAP) 12.5 % 12.5 %
Plus:
Amortization of acquisition-related intangibles (0.3) % (0.3) %
Stock-based compensation expense (0.6) % (0.8) %
Separation costs - % (0.2) %
Acquisition-related transaction costs (0.2) % - %
Transformation and restructuring (0.7) % (0.1) %
Voyix indemnification expense (0.2) % - %
Adjusted SG&A as a percentage of revenue (Non-GAAP) 10.5 % 11.1 %
Reconciliation of Cash provided by operating activities (GAAP) to Adjusted Free Cash Flow-Unrestricted (non-GAAP)
Three months ended March 31,
In millions 2026 2025
Net cash (used in) provided by operating activities (GAAP) $ (9) $ 123
Capital expenditures (27) (29)
Additions to capitalized software (10) (12)
Change in restricted cash settlement activity 24 (106)
Pension contributions 11 1
Indemnification receipts from Voyix (2) -
Adjusted free cash flow-unrestricted (non-GAAP) $ (13) $ (23)
Consolidated Results
Revenue
Three months ended March 31, Change
In millions 2026 2025 2026 v 2025
Revenue
Self-Service Banking $ 697 $ 623 12 %
Network 301 299 1 %
T&T 40 43 (7) %
Total segment revenue 1,038 965 8 %
Other(1)
5 14 (64) %
Consolidated revenue $ 1,043 $ 979 7 %
(1) Contains certain immaterial business operations that do not represent a reportable segment, including commerce-related operations in countries that Voyix exited that are aligned to Atleos. Other also includes revenues from commercial agreements with Voyix.
Consolidated revenue for the three months ended March 31, 2026 increased 7% compared to the three months ended March 31, 2025, driven by Self-Service Banking, with increases in hardware sales and related installation revenues, software, and continued growth in ATMaaS. This growth was slightly offset by the impact of lower volumes in T&T and an expected reduction in other revenues as commercial agreements and commerce-related contracts with Voyix continued to wind down.
Gross Margin
Three months ended March 31, Percentage of Revenue Change
In millions 2026 2025 2026 2025 2026 v 2025
Total gross margin $ 234 $ 232 22.4 % 23.7 % 1 %
Gross margin for the three months ended March 31, 2026 decreased to 22.4% compared to 23.7% for the three months ended March 31, 2025. The decrease was primarily due to the impact of higher tariffs and increases in vault cash expense and the cost of certain components used in manufacturing, partially offset by a favorable mix of higher margin software and services revenue, including ATMaaS growth. Adjusted gross margin decreased from 25.9% to 24.5% as a result of the factors discussed above.
Selling, General and Administrative Expenses
Three months ended March 31, Percentage of Total Revenue Change
In millions 2026 2025 2026 2025 2026 v 2025
Selling, general and administrative expenses $ 130 $ 122 12.5 % 12.5 % 7 %
Selling, general, and administrative expenses for the three months ended March 31, 2026 increased $8 million compared to the three months ended March 31, 2025. The increase was primarily due to higher severance costs and professional fees incurred in connection with our workforce optimization and other strategic initiatives. Adjusted selling, general and administrative expenses decreased from 11.1% to 10.5% of revenue as a result of adjusting for the items discussed above.
Research and Development Expenses
Three months ended March 31, Percentage of Total Revenue Change
In millions 2026 2025 2026 2025 2026 v 2025
Research and development expenses $ 20 $ 17 1.9 % 1.7 % 18 %
Research and development expenses for the three months ended March 31, 2026, increased $3 million compared to the three months ended March 31, 2025 due to an increase in employee-related costs.
Interest Expense
Three months ended March 31, Change
In millions 2026 2025 2026 v 2025
Interest expense $ 63 $ 67 (6) %
Interest expense decreased $4 million for the three months ended March 31, 2026 relative to the prior year period due to lower interest rates on our term loan facilities as well as a reduction in the outstanding balance on these facilities.
Other Income (Expense), net
Three months ended March 31,
In millions 2026 2025
Other income (expense), net
Interest income $ 2 $ 1
Foreign currency fluctuations and foreign exchange contracts (8) (5)
Employee benefit plans 10 3
Bank-related fees (4) (3)
Voyix environmental indemnification expense (1) (4)
Other, net 13 4
Total other income (expense), net $ 12 $ (4)
We recorded income of $12 million for the three months ended March 31, 2026, compared to expense of $4 million in the comparative period. The favorable change was driven by the gain on divestiture of a non-core business, an increase in income related to our company-sponsored defined benefit plans due to the higher asset base resulting from contributions and prior year asset performance, and the amortization of actuarial gains on certain of our postemployment plans. These favorable impacts were partially offset by an increase in losses from foreign currency exchange rate movements.
Income Taxes
Three months ended March 31,
In millions 2026 2025
Income tax expense $ 11 $ 9
Income tax expense was $11 million for the three months ended March 31, 2026 compared to the income tax expense of $9 million for the three months ended March 31, 2025. The change in the three months ended March 31, 2026 compared to the prior year period was primarily driven by higher income before income taxes in the current quarter partially offset by lower effective tax rate. We did not recognize any material discrete tax expenses or benefits in either the three months ended March 31, 2026 or 2025.
While we are subject to numerous federal, state and foreign tax audits, we believe that appropriate reserves exist for issues that might arise from these audits. Should these audits be settled, the resulting tax effect could impact the tax provision and cash flow in future periods. During 2026, we may resolve certain tax matters in foreign jurisdictions that could have an impact on our effective tax rate.
Segment Financial Results
Our Chief Operating Decision Maker ("CODM") evaluates segment performance using revenue and Adjusted EBITDA. Refer to the section entitled "Supplemental Information - Items Affecting Comparability" for our definition of Adjusted EBITDA and the reconciliation of Net income (loss) attributable to Atleos (GAAP) to Adjusted EBITDA.
Services revenues include hardware maintenance revenue, transaction services revenue and ATMaaS revenue. Software revenues include cloud revenue, software license and maintenance revenues, as well as professional services revenues. Transactional revenue includes payments processing revenue, interchange and network revenue and Bitcoin-related revenue. Hardware revenue is primarily comprised of sales of ATM hardware.
Self-Service Banking Revenue and Adjusted EBITDA
Three months ended March 31, Change
In millions 2026 2025 2026 v 2025
Revenue
Services $ 379 $ 348 9 %
Software 135 126 7 %
Hardware 183 149 23 %
Total Self-Service Banking revenue $ 697 $ 623 12 %
Total Adjusted EBITDA $ 159 $ 152 5 %
Self-Service Banking revenue for the three months ended March 31, 2026 increased 12% compared to the prior year period. Hardware revenue increased 23%, driven by the industry refresh cycle and business growth. Together with a favorable shift in customer mix, this contributed to a 37% increase in transaction services. ATMaaS revenue increased 29% as we continued to pursue our customer conversion strategy.
Adjusted EBITDA for the three months ended March 31, 2026 increased 5% compared to the prior year period. Adjusted EBITDA increased less than revenue due to net tariff impacts and higher costs of certain components used in manufacturing of approximately $11 million, partially offset by favorable product mix.
Network Revenue and Adjusted EBITDA
Three months ended March 31, Increase (Decrease)
In millions 2026 2025 2026 v 2025
Revenue
Software $ 8 $ 6 33 %
Transactional 293 293 - %
Total Network revenue $ 301 $ 299 1 %
Total Adjusted EBITDA $ 84 $ 86 (2) %
Network revenue for the three months ended March 31, 2026 was relatively flat year over year as lower transactional volume driven by unfavorable macroeconomic trends was offset by the impact of a business acquisition.
Adjusted EBITDA for the three months ended March 31, 2026 decreased 2% compared to the prior year period, driven by an increase in vault cash cost as the amortization of gains on terminated derivatives expired.
T&T Revenue and Adjusted EBITDA
Three months ended March 31, Increase (Decrease)
In millions 2026 2025 2026 v 2025
Revenue
Services $ 38 $ 41 (7) %
Software 1 1 - %
Hardware 1 1 - %
Total T&T revenue $ 40 $ 43 (7) %
Total Adjusted EBITDA $ 7 $ 8 (13) %
T&T revenue for the three months ended March 31, 2026 decreased 7% compared to the prior year period, driven by a decline in customer projects.
Adjusted EBITDA for the three months ended March 31, 2026 decreased 13% compared to the prior year period due to the decrease in revenue described above.
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
Our primary liquidity needs in the ordinary course of business are to: (i) fund normal operating expenses; (ii) meet the interest and principal requirements of our outstanding indebtedness, including finance leases; (iii) fund capital expenditures and operating lease payments; (iv) fund indemnification payments related to legal and environmental matters; (v) make expected pension, postretirement and postemployment plan contributions; and (vi) fund transformation and restructuring initiatives. Our principal sources of cash are generated from operations, borrowings under our revolving credit facility and issuances of debt. We continually evaluate our liquidity requirements based on our operating needs, growth initiatives and capital resources.
Summarized cash flow information for the three months ended March 31, is as follows:
Three months ended March 31,
In millions 2026 2025
Net cash (used in) provided by operating activities $ (9) $ 123
Net cash (used in) investing activities $ (25) $ (37)
Net cash (used in) financing activities $ (11) $ (49)
Net cash provided by operating activities decreased $132 million for the three months ended March 31, 2026 relative to the comparative period, primarily driven by an increase in working capital requirements, including timing of cash settlement to our merchant partners.
Net cash used in investing activities decreased for the three months ended March 31, 2026 relative to the comparative period due to proceeds from a previously divested business.
Net cash used in financing activities for the three months ended March 31, 2026 decreased by $38 million relative to the prior year period. We increased net borrowings under our term loan facilities by $52 million and paid $8 million less in acquisition holdback payments. These impacts were partially offset by payments for share repurchases of $16 million in the current quarter, which may vary from the amounts included in equity due to the timing of settlements, and $8 million of additional lease payments and other financing activities.
Long Term Borrowings As of March 31, 2026, we had $1,350 million of outstanding 9.500% senior secured notes due in 2029 and $1,263 million outstanding under our term loan facilities. In addition, we had $205 million outstanding under our revolving credit facility and $29 million of letters of credit issued.
Employee Benefit Plans In 2026, we expect to make contributions of $4 million to our international pension plans, $48 million to our U.S. pension plan, $8 million to our post-employment plans, and no material contributions to our U.S. postretirement plan.
Cash and Cash Equivalents Held by Foreign Subsidiaries Cash and cash equivalents held by our foreign subsidiaries at March 31, 2026 and December 31, 2025 was $278 million and $299 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.
Share Repurchase Program During the three months ended March 31, 2026, we repurchased approximately 0.4 million shares under our stock repurchase program for an aggregate purchase price of $15 million, including commissions and fees. The repurchases were funded primarily though cash generated from operations and available liquidity. We do not anticipate repurchasing any additional shares during the remainder of the year.
As of March 31, 2026, our cash and cash equivalents totaled $433 million, our debt totaled $2,820 million and our borrowing capacity under our Revolving Credit Facility was $366 million.
Our ability to generate positive cash flows from operations is dependent on general economic conditions and the competitive environment in our industry, and is subject to the business and other risk factors described in Item 1A of Part I of our 2025 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 from operations, or otherwise comply with the terms of our credit facilities, we may be required to seek additional financing alternatives. However, there can be no assurance that we will be able to obtain additional debt or equity financing on acceptable terms in the future.
We believe that our cash balances and funds provided by operating activities, along with our borrowing capacity under the senior secured credit facility and access to capital markets, taken as a whole, provide (i) adequate liquidity to meet all of our current and long-term (i.e., beyond March 31, 2027) material cash requirements when due, including third-party debt, (ii) adequate liquidity to fund capital expenditures and (iii) flexibility to pursue investment opportunities that may arise. We expect to utilize our cash flows to continue to invest in our business, people and the communities we operate in, as well as to repay our indebtedness over time.
Material Cash Requirements from Contractual and Other Obligations
There have been no material changes to our contractual commitments and other commercial obligations described in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2025.
Critical Accounting Policies and Estimates
Our most critical accounting estimates pertain to revenue recognition, inventory valuation, goodwill, pension, postretirement and post-employment benefits, and income taxes. These are described in Part II, Item 7 of our 2025 Annual Report on Form 10-K for the year ended December 31, 2025.
Recently Issued Accounting Pronouncements
See Note 1, "Basis of Presentation and Summary of Significant Accounting Policies", to the Condensed Consolidated Financial Statements for a discussion of recently issued accounting pronouncements.
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