x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2013
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OR
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
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Ohio
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34-0183970
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer Identification No.)
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5995 Mayfair Road,
P.O. Box 3077, North Canton, Ohio
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44720-8077
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(Address of principal
executive offices)
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(Zip Code)
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Title of each class
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Name of each exchange on which registered:
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Common Shares $1.25 Par Value
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New York Stock Exchange
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Large accelerated filer
x
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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•
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Reduce its cost structure and improve its near-term delivery and execution.
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•
|
Generate increased free cash flow in order to fund the investments necessary to drive profitable growth, while preserving the ability to return value to shareholders in the form of reliable dividends and, as appropriate, share repurchases.
|
•
|
Attract and retain the talent necessary to drive innovation and the focused execution of the transformation strategy.
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•
|
Return the Company to a sustainable, profitable growth trajectory.
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•
|
changes in the market acceptance of our services and products;
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•
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customer and competitor consolidation;
|
•
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changes in customer preferences;
|
•
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declines in general economic conditions;
|
•
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changes in environmental regulations that would limit our ability to service and sell products in specific markets;
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•
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macro-economic factors affecting banks, credit unions and other financial institutions may lead to cost-cutting efforts by customers, which could cause us to lose current or potential customers or achieve less revenue per customer; and
|
•
|
availability of purchased products.
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•
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fluctuations in currency exchange rates;
|
•
|
transportation delays and interruptions;
|
•
|
political and economic instability and disruptions;
|
•
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restrictions on the transfer of funds;
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•
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the imposition of duties and tariffs;
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•
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import and export controls;
|
•
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changes in governmental policies and regulatory environments;
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•
|
disadvantages of competing against companies from countries that are not subject to U.S. laws and regulations, including the Foreign Corrupt Practices Act (FCPA);
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•
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labor unrest and current and changing regulatory environments;
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•
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the uncertainty of product acceptance by different cultures;
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•
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the risks of divergent business expectations or cultural incompatibility inherent in establishing joint ventures with foreign partners;
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•
|
difficulties in staffing and managing multi-national operations;
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•
|
limitations on the ability to enforce legal rights and remedies;
|
•
|
reduced protection for intellectual property rights in some countries; and
|
•
|
potentially adverse tax consequences, including repatriation of profits.
|
•
|
combining service and product offerings and entering into new markets in which we are not experienced;
|
•
|
convincing customers and distributors that the transaction will not diminish client service standards or business focus, preventing customers and distributors from deferring purchasing decisions or switching to other suppliers or service providers(which could result in additional obligations to address customer uncertainty), and coordinating service, sales, marketing and distribution efforts;
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•
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consolidating and rationalizing corporate information technology infrastructure, which may include multiple legacy systems from various acquisitions and integrating software code;
|
•
|
minimizing the diversion of management attention from ongoing business concerns;
|
•
|
persuading employees that business cultures are compatible, maintaining employee morale and retaining key employees, integrating employees into our Company, correctly estimating employee benefit costs and implementing restructuring programs;
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•
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coordinating and combining administrative, service, manufacturing, research and development and other operations, subsidiaries, facilities and relationships with third parties in accordance with local laws and other obligations while maintaining adequate standards, controls and procedures; and
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•
|
achieving savings from supply chain and administration integration.
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|
2013
|
|
2012
|
|
2011
|
||||||||||||||||||
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High
|
|
Low
|
|
High
|
|
Low
|
|
High
|
|
Low
|
||||||||||||
1st Quarter
|
$
|
33.30
|
|
|
$
|
27.59
|
|
|
$
|
40.38
|
|
|
$
|
29.21
|
|
|
$
|
36.35
|
|
|
$
|
30.20
|
|
2nd Quarter
|
33.95
|
|
|
28.26
|
|
|
42.93
|
|
|
35.03
|
|
|
37.12
|
|
|
29.26
|
|
||||||
3rd Quarter
|
35.40
|
|
|
27.89
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|
|
38.49
|
|
|
31.48
|
|
|
33.89
|
|
|
24.70
|
|
||||||
4th Quarter
|
34.44
|
|
|
28.88
|
|
|
34.33
|
|
|
27.66
|
|
|
33.59
|
|
|
25.83
|
|
||||||
Full Year
|
35.40
|
|
|
27.59
|
|
|
42.93
|
|
|
27.66
|
|
|
37.12
|
|
|
24.70
|
|
Period
|
|
Total Number of Shares Purchased (1)
|
|
Average Price Paid Per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans
|
|
Maximum Number of Shares that May Yet Be Purchased Under the Plans (2)
|
|||||
October
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
2,426,177
|
|
November
|
|
2,151
|
|
|
29.67
|
|
|
—
|
|
|
2,426,177
|
|
|
December
|
|
10,052
|
|
|
33.78
|
|
|
—
|
|
|
2,426,177
|
|
|
Total
|
|
12,203
|
|
|
$
|
33.06
|
|
|
—
|
|
|
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(1)
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All shares were surrendered or deemed surrendered to the Company in connection with the Company’s stock-based compensation plans.
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(2)
|
The total number of shares repurchased as part of the publicly announced share repurchase plan was 13,450,772 as of
December 31, 2013
. The plan was approved by the Board of Directors in April 1997. The Company may purchase shares from time to time in open market purchases or privately negotiated transactions. The Company may make all or part of the purchases pursuant to accelerated share repurchases or Rule 10b5-1 plans. The plan has no expiration date. The following table provides a summary of Board of Director approvals to repurchase the Company's outstanding common shares:
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|
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Total Number of Shares
Approved for Repurchase
|
1997
|
|
2,000,000
|
2004
|
|
2,000,000
|
2005
|
|
6,000,000
|
2007
|
|
2,000,000
|
2011
|
|
1,876,949
|
2012
|
|
2,000,000
|
|
|
15,876,949
|
(1)
|
There are twenty-four companies included in the Company's old customized peer group which are: Actuant Corp., Benchmark Electronics Inc., Brady Corp., DTS Inc., Fidelity National Information Services, Fiserv Inc., Flowserve Corp., Global Payments Inc., Harris Corp., Imation Corp., International Game Technology, Lexmark International Inc., Logitech International SA, Mettler Toledo International Inc., NCR Corp., Outerwall Inc. (f/k/a Coinstar Inc.), Pitney-Bowes Inc., Sensata Technologies Holding NV, SPX Corp., The Brinks Company, The Timken Company, Unisys Corp., Western Union Company (The) and Woodward Inc.
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(2)
|
The twenty-five companies included in the Company's new customized peer group are: Actuant Corp., Benchmark Electronics Inc., Brady Corp., Convergys Corp., DTS Inc., Fidelity National Information Services, Fiserv Inc., Flowserve Corp., Global Payments Inc., Harris Corp., International Game Technology, Intuit Inc., Lexmark International Inc., Logitech International SA, Mettler Toledo International Inc., NCR Corp., Outerwall Inc. (f/k/a Coinstar Inc.), Pitney-Bowes Inc., Sensata Technologies Holding NV, SPX Corp., The Brinks Company, The Timken Company, Unisys Corp., Western Union Company (The) and Woodward Inc.
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|
Year Ended December 31,
|
||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
|
(in millions, except per share data)
|
||||||||||||||||||
Results of operations
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
2,857
|
|
|
$
|
2,992
|
|
|
$
|
2,836
|
|
|
$
|
2,824
|
|
|
$
|
2,718
|
|
Cost of sales
|
2,217
|
|
|
2,262
|
|
|
2,105
|
|
|
2,109
|
|
|
2,076
|
|
|||||
Gross profit
|
$
|
640
|
|
|
$
|
730
|
|
|
$
|
731
|
|
|
$
|
715
|
|
|
$
|
642
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Amounts attributable to Diebold, Incorporated
|
|
|
|
|
|
|
|
|
|
||||||||||
(Loss) income from continuing operations, net of tax
|
$
|
(182
|
)
|
|
$
|
77
|
|
|
$
|
143
|
|
|
$
|
(25
|
)
|
|
$
|
65
|
|
(Loss) income from discontinued operations, net of tax
|
—
|
|
|
(3
|
)
|
|
1
|
|
|
1
|
|
|
(47
|
)
|
|||||
Net (loss) income attributable to Diebold, Incorporated
|
$
|
(182
|
)
|
|
$
|
74
|
|
|
$
|
144
|
|
|
$
|
(24
|
)
|
|
$
|
18
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic earnings per common share:
|
|
|
|
|
|
|
|
|
|
||||||||||
(Loss) income from continuing operations, net of tax
|
$
|
(2.85
|
)
|
|
$
|
1.22
|
|
|
$
|
2.23
|
|
|
$
|
(0.37
|
)
|
|
$
|
0.99
|
|
(Loss) income from discontinued operations, net of tax
|
—
|
|
|
(0.05
|
)
|
|
0.01
|
|
|
—
|
|
|
(0.71
|
)
|
|||||
Net (loss) income attributable to Diebold, Incorporated
|
$
|
(2.85
|
)
|
|
$
|
1.17
|
|
|
$
|
2.24
|
|
|
$
|
(0.37
|
)
|
|
$
|
0.28
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted earnings per common share:
|
|
|
|
|
|
|
|
|
|
||||||||||
(Loss) income from continuing operations, net of tax
|
$
|
(2.85
|
)
|
|
$
|
1.20
|
|
|
$
|
2.21
|
|
|
$
|
(0.37
|
)
|
|
$
|
0.97
|
|
(Loss) income from discontinued operations, net of tax
|
—
|
|
|
(0.05
|
)
|
|
0.01
|
|
|
—
|
|
|
(0.70
|
)
|
|||||
Net (loss) income attributable to Diebold, Incorporated
|
$
|
(2.85
|
)
|
|
$
|
1.15
|
|
|
$
|
2.22
|
|
|
$
|
(0.37
|
)
|
|
$
|
0.27
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Number of weighted-average shares outstanding
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic shares
|
64
|
|
|
63
|
|
|
64
|
|
|
66
|
|
|
66
|
|
|||||
Diluted shares
|
64
|
|
|
64
|
|
|
65
|
|
|
66
|
|
|
67
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends
|
|
|
|
|
|
|
|
|
|
||||||||||
Common dividends paid
|
$
|
74
|
|
|
$
|
73
|
|
|
$
|
73
|
|
|
$
|
72
|
|
|
$
|
69
|
|
Common dividends paid per share
|
$
|
1.15
|
|
|
$
|
1.14
|
|
|
$
|
1.12
|
|
|
$
|
1.08
|
|
|
$
|
1.04
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Consolidated balance sheet data (as of period end)
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets
|
$
|
1,555
|
|
|
$
|
1,815
|
|
|
$
|
1,732
|
|
|
$
|
1,714
|
|
|
$
|
1,588
|
|
Current liabilities
|
894
|
|
|
857
|
|
|
838
|
|
|
823
|
|
|
752
|
|
|||||
Net working capital
|
661
|
|
|
958
|
|
|
894
|
|
|
891
|
|
|
836
|
|
|||||
Property, plant and equipment, net
|
161
|
|
|
184
|
|
|
193
|
|
|
203
|
|
|
205
|
|
|||||
Total long-term liabilities
|
669
|
|
|
909
|
|
|
835
|
|
|
720
|
|
|
740
|
|
|||||
Total assets
|
2,183
|
|
|
2,593
|
|
|
2,517
|
|
|
2,520
|
|
|
2,555
|
|
|||||
Total equity
|
621
|
|
|
827
|
|
|
844
|
|
|
977
|
|
|
1,063
|
|
•
|
Reduce its cost structure and improve its near-term delivery and execution.
|
•
|
Generate increased free cash flow in order to fund the investments necessary to drive profitable growth, while preserving the ability to return value to shareholders in the form of reliable dividends and, as appropriate, share repurchases.
|
•
|
Attract and retain the talent necessary to drive innovation and the focused execution of the transformation strategy.
|
•
|
Return the Company to a sustainable, profitable growth trajectory.
|
1.
|
Establish a Competitive Cost Structure
|
2.
|
Drive Sustainable Improvement in Cash Flow
|
3.
|
Improve Sales Effectiveness
|
4.
|
Increase Speed and Agility
|
5.
|
Instill a Winning Culture Grounded in Execution
|
6.
|
Collaborate With Customers and Partners to Drive Innovative Solutions
|
7.
|
Further Leverage Services and Software
|
8.
|
Generate Long-Term, Profitable Growth
|
|
|
Year ended December 31,
|
||||||||||||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||||||||||||
|
|
|
|
% of Net Sales
|
|
% Change
|
|
|
|
% of Net Sales
|
|
% Change
|
|
|
|
% of Net Sales
|
||||||
Net sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Services
|
|
$
|
1,637,056
|
|
|
57.3
|
|
0.6
|
|
$
|
1,626,521
|
|
|
54.4
|
|
4.8
|
|
$
|
1,552,358
|
|
|
54.7
|
Products
|
|
1,220,435
|
|
|
42.7
|
|
(10.6)
|
|
1,365,172
|
|
|
45.6
|
|
6.4
|
|
1,283,490
|
|
|
45.3
|
|||
|
|
2,857,491
|
|
|
100.0
|
|
(4.5)
|
|
2,991,693
|
|
|
100.0
|
|
5.5
|
|
2,835,848
|
|
|
100.0
|
|||
Cost of sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Services
|
|
1,222,675
|
|
|
42.8
|
|
0.6
|
|
1,215,673
|
|
|
40.6
|
|
6.8
|
|
1,138,213
|
|
|
40.1
|
|||
Products
|
|
994,460
|
|
|
34.8
|
|
(5.0)
|
|
1,046,400
|
|
|
35.0
|
|
8.2
|
|
967,161
|
|
|
34.1
|
|||
|
|
2,217,135
|
|
|
77.6
|
|
(2.0)
|
|
2,262,073
|
|
|
75.6
|
|
7.4
|
|
2,105,374
|
|
|
74.2
|
|||
Gross profit
|
|
640,356
|
|
|
22.4
|
|
(12.2)
|
|
729,620
|
|
|
24.4
|
|
(0.1)
|
|
730,474
|
|
|
25.8
|
|||
Selling and administrative expense
|
|
596,694
|
|
|
20.9
|
|
13.1
|
|
527,729
|
|
|
17.6
|
|
4.6
|
|
504,436
|
|
|
17.8
|
|||
Research, development and
engineering expense
|
|
92,315
|
|
|
3.2
|
|
7.5
|
|
85,881
|
|
|
2.9
|
|
10.0
|
|
78,108
|
|
|
2.8
|
|||
Impairment of assets
|
|
72,017
|
|
|
2.5
|
|
356.3
|
|
15,783
|
|
|
0.5
|
|
432.8
|
|
2,962
|
|
|
0.1
|
|||
Gain on sale of assets, net
|
|
(2,410
|
)
|
|
(0.1)
|
|
100.5
|
|
(1,202
|
)
|
|
—
|
|
(37.4)
|
|
(1,921
|
)
|
|
(0.1)
|
|||
|
|
758,616
|
|
|
26.5
|
|
20.8
|
|
628,191
|
|
|
21.0
|
|
7.6
|
|
583,585
|
|
|
20.6
|
|||
Operating (loss) profit
|
|
(118,260
|
)
|
|
(4.1)
|
|
(216.6)
|
|
101,429
|
|
|
3.4
|
|
(30.9)
|
|
146,889
|
|
|
5.2
|
|||
Other (expense) income, net
|
|
(1,547
|
)
|
|
(0.1)
|
|
(116.3)
|
|
9,466
|
|
|
0.3
|
|
(21.4)
|
|
12,048
|
|
|
0.4
|
|||
(Loss) income from continuing
operations before taxes
|
|
(119,807
|
)
|
|
(4.2)
|
|
(208.0)
|
|
110,895
|
|
|
3.7
|
|
(30.2)
|
|
158,937
|
|
|
5.6
|
|||
Income tax expense
|
|
56,715
|
|
|
2.0
|
|
100.9
|
|
28,225
|
|
|
0.9
|
|
251.6
|
|
8,028
|
|
|
0.3
|
|||
(Loss) income from continuing
operations
|
|
(176,522
|
)
|
|
(6.2)
|
|
(313.5)
|
|
82,670
|
|
|
2.8
|
|
(45.2)
|
|
150,909
|
|
|
5.3
|
|||
(Loss) income from discontinued
operations, net of tax
|
|
—
|
|
|
—
|
|
(100.0)
|
|
(3,125
|
)
|
|
(0.1)
|
|
N/M
|
|
523
|
|
|
—
|
|||
Net (loss) income
|
|
(176,522
|
)
|
|
(6.2)
|
|
(321.9)
|
|
79,545
|
|
|
2.7
|
|
(47.5)
|
|
151,432
|
|
|
5.3
|
|||
Net income attributable to
noncontrolling interests
|
|
5,083
|
|
|
0.2
|
|
(14.5)
|
|
5,942
|
|
|
0.2
|
|
(18.4)
|
|
7,285
|
|
|
0.3
|
|||
Net (loss) income attributable to
Diebold, Incorporated
|
|
$
|
(181,605
|
)
|
|
(6.4)
|
|
(346.7)
|
|
$
|
73,603
|
|
|
2.5
|
|
(48.9)
|
|
$
|
144,147
|
|
|
5.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Amounts attributable to Diebold, Incorporated
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
(Loss) income from continuing
operations, net of tax
|
|
$
|
(181,605
|
)
|
|
(6.4)
|
|
|
|
$
|
76,728
|
|
|
2.6
|
|
|
|
$
|
143,624
|
|
|
5.1
|
(Loss) income from discontinued
operations, net of tax
|
|
—
|
|
|
—
|
|
|
|
(3,125
|
)
|
|
(0.1)
|
|
|
|
523
|
|
|
—
|
|||
Net (loss) income attributable to
Diebold, Incorporated
|
|
$
|
(181,605
|
)
|
|
(6.4)
|
|
|
|
$
|
73,603
|
|
|
2.5
|
|
|
|
$
|
144,147
|
|
|
5.1
|
|
2013
|
|
2012
|
|
$ Change
|
|
% Change
|
||||||
Total financial self-service
|
2,216,968
|
|
|
2,311,901
|
|
|
(94,933
|
)
|
|
(4.1)
|
|||
Total security
|
618,889
|
|
|
623,637
|
|
|
(4,748
|
)
|
|
(0.8)
|
|||
Election and lottery systems
|
21,634
|
|
|
56,155
|
|
|
(34,521
|
)
|
|
(61.5)
|
|||
Total net sales
|
$
|
2,857,491
|
|
|
$
|
2,991,693
|
|
|
$
|
(134,202
|
)
|
|
(4.5)
|
|
2013
|
|
2012
|
|
$ Change
|
|
% Change
|
||||||
Gross profit - services
|
$
|
414,381
|
|
|
$
|
410,848
|
|
|
$
|
3,533
|
|
|
0.9
|
Gross profit - products
|
225,975
|
|
|
318,772
|
|
|
(92,797
|
)
|
|
(29.1)
|
|||
Total gross profit
|
$
|
640,356
|
|
|
$
|
729,620
|
|
|
$
|
(89,264
|
)
|
|
(12.2)
|
|
|
|
|
|
|
|
|
||||||
Gross margin - services
|
25.3
|
%
|
|
25.3
|
%
|
|
|
|
|
||||
Gross margin - products
|
18.5
|
%
|
|
23.4
|
%
|
|
|
|
|
|
|||
Total gross margin
|
22.4
|
%
|
|
24.4
|
%
|
|
|
|
|
|
|
2013
|
|
2012
|
|
$ Change
|
|
% Change
|
||||||
Selling and administrative expense
|
$
|
596,694
|
|
|
$
|
527,729
|
|
|
$
|
68,965
|
|
|
13.1
|
Research, development and engineering expense
|
92,315
|
|
|
85,881
|
|
|
6,434
|
|
|
7.5
|
|||
Impairment of assets
|
72,017
|
|
|
15,783
|
|
|
56,234
|
|
|
356.3
|
|||
Gain on sale of assets, net
|
(2,410
|
)
|
|
(1,202
|
)
|
|
1,208
|
|
|
100.5
|
|||
Total operating expenses
|
$
|
758,616
|
|
|
$
|
628,191
|
|
|
130,425
|
|
|
20.8
|
|
2013
|
|
2012
|
|
$ Change
|
|
% Change
|
||||||
Operating (loss) profit
|
$
|
(118,260
|
)
|
|
$
|
101,429
|
|
|
$
|
(219,689
|
)
|
|
(216.6)
|
Operating (loss) profit margin
|
(4.1
|
)%
|
|
3.4
|
%
|
|
|
|
|
|
2013
|
|
2012
|
|
$ Change
|
|
% Change
|
||||||
Investment income
|
$
|
27,603
|
|
|
$
|
37,593
|
|
|
$
|
(9,990
|
)
|
|
(26.6)
|
Interest expense
|
(29,234
|
)
|
|
(30,330
|
)
|
|
(1,096
|
)
|
|
(3.6)
|
|||
Foreign exchange gain, net
|
172
|
|
|
2,654
|
|
|
(2,482
|
)
|
|
(93.5)
|
|||
Miscellaneous, net
|
(88
|
)
|
|
(451
|
)
|
|
(363
|
)
|
|
(80.5)
|
|||
Other income (expense)
|
$
|
(1,547
|
)
|
|
$
|
9,466
|
|
|
(11,013
|
)
|
|
(116.3)
|
North America:
|
|
2013
|
|
2012
|
|
$ Change
|
|
% Change
|
||||||
Revenue
|
|
$
|
1,415,050
|
|
|
$
|
1,590,532
|
|
|
$
|
(175,482
|
)
|
|
(11.0)
|
Segment operating profit
|
|
252,737
|
|
|
294,996
|
|
|
(42,259
|
)
|
|
(14.3)
|
|||
Segment operating profit margin
|
|
17.9
|
%
|
|
18.5
|
%
|
|
|
|
|
Asia Pacific:
|
|
2013
|
|
2012
|
|
$ Change
|
|
% Change
|
||||||
Revenue
|
|
$
|
479,129
|
|
|
$
|
427,542
|
|
|
$
|
51,587
|
|
|
12.1
|
Segment operating profit
|
|
62,760
|
|
|
62,414
|
|
|
346
|
|
|
0.6
|
|||
Segment operating profit margin
|
|
13.1
|
%
|
|
14.6
|
%
|
|
|
|
|
Europe, Middle East and Africa:
|
|
2013
|
|
2012
|
|
$ Change
|
|
% Change
|
||||||
Revenue
|
|
$
|
362,167
|
|
|
$
|
325,489
|
|
|
$
|
36,678
|
|
|
11.3
|
Segment operating profit
|
|
44,507
|
|
|
28,659
|
|
|
15,848
|
|
|
55.3
|
|||
Segment operating profit margin
|
|
12.3
|
%
|
|
8.8
|
%
|
|
|
|
|
Latin America:
|
|
2013
|
|
2012
|
|
$ Change
|
|
% Change
|
||||||
Revenue
|
|
$
|
241,770
|
|
|
$
|
258,079
|
|
|
$
|
(16,309
|
)
|
|
(6.3)
|
Segment operating profit
|
|
35,218
|
|
|
44,472
|
|
|
(9,254
|
)
|
|
(20.8)
|
|||
Segment operating profit margin
|
|
14.6
|
%
|
|
17.2
|
%
|
|
|
|
|
Brazil:
|
|
2013
|
|
2012
|
|
$ Change
|
|
% Change
|
||||||
Revenue
|
|
$
|
359,375
|
|
|
$
|
390,051
|
|
|
$
|
(30,676
|
)
|
|
(7.9)
|
Segment operating profit
|
|
6,321
|
|
|
3,304
|
|
|
3,017
|
|
|
91.3
|
|||
Segment operating profit margin
|
|
1.8
|
%
|
|
0.8
|
%
|
|
|
|
|
|
2012
|
|
2011
|
|
$ Change
|
|
% Change
|
||||||
Total financial self-service
|
2,311,901
|
|
|
2,137,545
|
|
|
174,356
|
|
|
8.2
|
|||
Total security
|
623,637
|
|
|
605,502
|
|
|
18,135
|
|
|
3.0
|
|||
Election and lottery systems
|
56,155
|
|
|
92,801
|
|
|
(36,646
|
)
|
|
(39.5)
|
|||
Total customer revenues
|
$
|
2,991,693
|
|
|
$
|
2,835,848
|
|
|
$
|
155,845
|
|
|
5.5
|
|
2012
|
|
2011
|
|
$ Change
|
|
% Change
|
||||||
Gross profit - services
|
410,848
|
|
|
414,145
|
|
|
(3,297
|
)
|
|
(0.8)
|
|||
Gross profit - products
|
318,772
|
|
|
316,329
|
|
|
2,443
|
|
|
0.8
|
|||
Total gross profit
|
$
|
729,620
|
|
|
$
|
730,474
|
|
|
$
|
(854
|
)
|
|
(0.1)
|
|
|
|
|
|
|
|
|
||||||
Gross margin - services
|
25.3
|
%
|
|
26.7
|
%
|
|
|
|
|
||||
Gross margin - products
|
23.4
|
%
|
|
24.6
|
%
|
|
|
|
|
||||
Total gross margin
|
24.4
|
%
|
|
25.8
|
%
|
|
|
|
|
|
2012
|
|
2011
|
|
$ Change
|
|
% Change
|
||||||
Selling and administrative expense
|
$
|
527,729
|
|
|
$
|
504,436
|
|
|
$
|
23,293
|
|
|
4.6
|
Research, development and engineering expense
|
85,881
|
|
|
78,108
|
|
|
7,773
|
|
|
10.0
|
|||
Impairment of assets
|
15,783
|
|
|
2,962
|
|
|
12,821
|
|
|
432.8
|
|||
Gain on sale of assets, net
|
(1,202
|
)
|
|
(1,921
|
)
|
|
(719
|
)
|
|
(37.4)
|
|||
Total operating expenses
|
$
|
628,191
|
|
|
$
|
583,585
|
|
|
44,606
|
|
|
7.6
|
|
2012
|
|
2011
|
|
$ Change
|
|
% Change
|
||||||
Operating profit
|
$
|
101,429
|
|
|
$
|
146,889
|
|
|
$
|
(45,460
|
)
|
|
(30.9)
|
Operating profit margin
|
3.4
|
%
|
|
5.2
|
%
|
|
|
|
|
|
2012
|
|
2011
|
|
$ Change
|
|
% Change
|
||||||
Investment income
|
$
|
37,593
|
|
|
$
|
41,663
|
|
|
$
|
(4,070
|
)
|
|
(9.8)
|
Interest expense
|
(30,330
|
)
|
|
(34,456
|
)
|
|
(4,126
|
)
|
|
(12.0)
|
|||
Foreign exchange gain, net
|
2,654
|
|
|
3,095
|
|
|
(441
|
)
|
|
(14.2)
|
|||
Miscellaneous, net
|
(451
|
)
|
|
1,746
|
|
|
(2,197
|
)
|
|
(125.8)
|
|||
Other income (expense)
|
$
|
9,466
|
|
|
$
|
12,048
|
|
|
(2,582
|
)
|
|
(21.4)
|
|
2012
|
|
2011
|
|
$ Change
|
|
% Change
|
||||||
Income from continuing operations, net of tax
|
$
|
82,670
|
|
|
$
|
150,909
|
|
|
$
|
(68,239
|
)
|
|
(45.2)
|
Percent of net sales
|
2.8
|
%
|
|
5.3
|
%
|
|
|
|
|
||||
Effective tax rate
|
25.5
|
%
|
|
5.1
|
%
|
|
|
|
|
North America:
|
|
2012
|
|
2011
|
|
$ Change
|
|
% Change
|
||||||
Revenue
|
|
$
|
1,590,532
|
|
|
$
|
1,405,018
|
|
|
$
|
185,514
|
|
|
13.2
|
Segment operating profit
|
|
294,996
|
|
|
276,546
|
|
|
18,450
|
|
|
6.7
|
|||
Segment operating profit margin
|
|
18.5
|
%
|
|
19.7
|
%
|
|
|
|
|
Asia Pacific:
|
|
2012
|
|
2011
|
|
$ Change
|
|
% Change
|
||||||
Revenue
|
|
$
|
427,542
|
|
|
$
|
422,491
|
|
|
$
|
5,051
|
|
|
1.2
|
Segment operating profit
|
|
62,414
|
|
|
74,790
|
|
|
(12,376
|
)
|
|
(16.5)
|
|||
Segment operating profit margin
|
|
14.6
|
%
|
|
17.7
|
%
|
|
|
|
|
Europe, Middle East and Africa:
|
|
2012
|
|
2011
|
|
$ Change
|
|
% Change
|
||||||
Revenue
|
|
$
|
325,489
|
|
|
$
|
345,534
|
|
|
$
|
(20,045
|
)
|
|
(5.8)
|
Segment operating profit
|
|
28,659
|
|
|
15,978
|
|
|
12,681
|
|
|
79.4
|
|||
Segment operating profit margin
|
|
8.8
|
%
|
|
4.6
|
%
|
|
|
|
|
Latin America:
|
|
2012
|
|
2011
|
|
$ Change
|
|
% Change
|
||||||
Revenue
|
|
$
|
258,079
|
|
|
$
|
222,568
|
|
|
$
|
35,511
|
|
|
16.0
|
Segment operating profit
|
|
44,472
|
|
|
40,425
|
|
|
4,047
|
|
|
10.0
|
|||
Segment operating profit margin
|
|
17.2
|
%
|
|
18.2
|
%
|
|
|
|
|
Brazil:
|
|
2012
|
|
2011
|
|
$ Change
|
|
% Change
|
||||||
Revenue
|
|
$
|
390,051
|
|
|
$
|
440,237
|
|
|
$
|
(50,186
|
)
|
|
(11.4)
|
Segment operating profit
|
|
3,304
|
|
|
36,119
|
|
|
(32,815
|
)
|
|
(90.9)
|
|||
Segment operating profit margin
|
|
0.8
|
%
|
|
8.2
|
%
|
|
|
|
|
|
2013
|
|
2012
|
||||
Cash and cash equivalents
|
$
|
230,709
|
|
|
$
|
368,792
|
|
Additional cash availability from:
|
|
|
|
||||
Short-term uncommitted lines of credit
|
63,747
|
|
|
77,421
|
|
||
Five-year credit facility
|
261,000
|
|
|
200,000
|
|
||
Short-term investments
|
242,988
|
|
|
261,886
|
|
||
Total global liquidity
|
$
|
798,444
|
|
|
$
|
908,099
|
|
Net cash flow provided by (used in):
|
2013
|
|
2012
|
|
2011
|
||||||
Operating activities
|
$
|
124,224
|
|
|
$
|
135,508
|
|
|
$
|
215,397
|
|
Investing activities
|
(52,719
|
)
|
|
(72,831
|
)
|
|
(90,706
|
)
|
|||
Financing activities
|
(204,449
|
)
|
|
(36,227
|
)
|
|
(123,535
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(5,139
|
)
|
|
8,422
|
|
|
4,106
|
|
|||
Net (decrease) increase in cash and cash equivalents
|
$
|
(138,083
|
)
|
|
$
|
34,872
|
|
|
$
|
5,262
|
|
|
|
|
Payment due by period
|
||||||||||||||||
|
Total
|
|
Less than 1 year
|
|
1-3 years
|
|
3-5 years
|
|
More than 5 years
|
||||||||||
Minimum operating lease obligations
|
$
|
112,586
|
|
|
$
|
36,216
|
|
|
$
|
43,550
|
|
|
$
|
16,676
|
|
|
$
|
16,144
|
|
Debt
|
524,033
|
|
|
43,791
|
|
|
416,666
|
|
|
63,576
|
|
|
—
|
|
|||||
Interest on debt (1)
|
45,212
|
|
|
16,232
|
|
|
24,700
|
|
|
4,280
|
|
|
—
|
|
|||||
Purchase commitments
|
17,355
|
|
|
17,355
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
699,186
|
|
|
$
|
113,594
|
|
|
$
|
484,916
|
|
|
$
|
84,532
|
|
|
$
|
16,144
|
|
(1)
|
Amounts represent estimated contractual interest payments on outstanding long-term debt and notes payable. Rates in effect as of
December 31, 2013
are used for variable rate debt.
|
|
2013
|
|
2012
|
||
Healthcare cost trend rate assumed for next year
|
7.5
|
%
|
|
8.0
|
%
|
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)
|
5.0
|
%
|
|
4.2
|
%
|
Year that rate reaches ultimate trend rate
|
2019
|
|
|
2099
|
|
|
One-Percentage-Point Increase
|
|
One-Percentage-Point Decrease
|
||||
Effect on total of service and interest cost
|
$
|
38
|
|
|
$
|
(35
|
)
|
Effect on other post-retirement benefit obligation
|
$
|
678
|
|
|
$
|
(624
|
)
|
•
|
competitive pressures, including pricing pressures and technological developments;
|
•
|
changes in the Company's relationships with customers, suppliers, distributors and/or partners in its business ventures;
|
•
|
changes in political, economic or other factors such as currency exchange rates, inflation rates, recessionary or expansive trends, taxes and regulations and laws affecting the worldwide business in each of the Company's operations, including Brazil, where a significant portion of the Company's revenue is derived;
|
•
|
global economic conditions, including any additional deterioration and disruptions in the financial markets, including bankruptcies, restructurings or consolidations of financial institutions, which could reduce our customer base and/or adversely affect our customers’ ability to make capital expenditures, as well as adversely impact the availability and cost of credit;
|
•
|
acceptance of the Company's product and technology introductions in the marketplace;
|
•
|
the Company’s ability to maintain effective internal controls;
|
•
|
changes in the Company’s intention to further repatriate cash and cash equivalents and short-term investments residing in international tax jurisdictions could negatively impact foreign and domestic taxes;
|
•
|
unanticipated litigation, claims or assessments, as well as the outcome/impact of any current/pending litigation, claims or assessments, including with respect to the Company's Brazilian tax dispute;
|
•
|
variations in consumer demand for financial self-service technologies, products and services;
|
•
|
potential security violations to the Company's information technology systems;
|
•
|
the investment performance of the Company’s pension plan assets, which could require the Company to increase its pension contributions, and significant changes in healthcare costs, including those that may result from government action;
|
•
|
the amount and timing of repurchases of the Company’s common shares, if any;
|
•
|
the outcome of the Company's assessment of its indirect tax compliance in Brazil;
|
•
|
the Company's ability to successfully implement its multi-year turnaround strategy, Diebold 2.0;
|
•
|
the Company’s ability to achieve benefits from its cost-reduction initiatives and other strategic changes, including its multi-year realignment plan and other restructuring actions; and
|
•
|
the risk factors described above under Item 1A "Risk Factors.”
|
FINANCIAL STATEMENTS
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
FINANCIAL STATEMENTS SCHEDULES
|
||
|
|
|
|
||
|
|
|
All other schedules are omitted because they are not applicable.
|
|
Year ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Net sales
|
|
|
|
|
|
||||||
Services
|
$
|
1,637,056
|
|
|
$
|
1,626,521
|
|
|
$
|
1,552,358
|
|
Products
|
1,220,435
|
|
|
1,365,172
|
|
|
1,283,490
|
|
|||
|
2,857,491
|
|
|
2,991,693
|
|
|
2,835,848
|
|
|||
Cost of sales
|
|
|
|
|
|
||||||
Services
|
1,222,675
|
|
|
1,215,673
|
|
|
1,138,213
|
|
|||
Products
|
994,460
|
|
|
1,046,400
|
|
|
967,161
|
|
|||
|
2,217,135
|
|
|
2,262,073
|
|
|
2,105,374
|
|
|||
Gross profit
|
640,356
|
|
|
729,620
|
|
|
730,474
|
|
|||
Selling and administrative expense
|
596,694
|
|
|
527,729
|
|
|
504,436
|
|
|||
Research, development and engineering expense
|
92,315
|
|
|
85,881
|
|
|
78,108
|
|
|||
Impairment of assets
|
72,017
|
|
|
15,783
|
|
|
2,962
|
|
|||
Gain on sale of assets, net
|
(2,410
|
)
|
|
(1,202
|
)
|
|
(1,921
|
)
|
|||
|
758,616
|
|
|
628,191
|
|
|
583,585
|
|
|||
Operating (loss) profit
|
(118,260
|
)
|
|
101,429
|
|
|
146,889
|
|
|||
Other income (expense)
|
|
|
|
|
|
||||||
Investment income
|
27,603
|
|
|
37,593
|
|
|
41,663
|
|
|||
Interest expense
|
(29,234
|
)
|
|
(30,330
|
)
|
|
(34,456
|
)
|
|||
Foreign exchange gain, net
|
172
|
|
|
2,654
|
|
|
3,095
|
|
|||
Miscellaneous, net
|
(88
|
)
|
|
(451
|
)
|
|
1,746
|
|
|||
(Loss) income from continuing operations before taxes
|
(119,807
|
)
|
|
110,895
|
|
|
158,937
|
|
|||
Income tax expense
|
56,715
|
|
|
28,225
|
|
|
8,028
|
|
|||
(Loss) income from continuing operations
|
(176,522
|
)
|
|
82,670
|
|
|
150,909
|
|
|||
(Loss) income from discontinued operations, net of tax
|
—
|
|
|
(3,125
|
)
|
|
523
|
|
|||
Net (loss) income
|
(176,522
|
)
|
|
79,545
|
|
|
151,432
|
|
|||
Net income attributable to noncontrolling interests
|
5,083
|
|
|
5,942
|
|
|
7,285
|
|
|||
Net (loss) income attributable to Diebold, Incorporated
|
$
|
(181,605
|
)
|
|
$
|
73,603
|
|
|
$
|
144,147
|
|
|
|
|
|
|
|
||||||
Basic weighted-average shares outstanding
|
63,659
|
|
|
63,061
|
|
|
64,244
|
|
|||
Diluted weighted-average shares outstanding
|
63,659
|
|
|
63,914
|
|
|
64,792
|
|
|||
|
|
|
|
|
|
||||||
Basic earnings per share:
|
|
|
|
|
|
||||||
(Loss) income from continuing operations, net of tax
|
$
|
(2.85
|
)
|
|
$
|
1.22
|
|
|
$
|
2.23
|
|
(Loss) income from discontinued operations, net of tax
|
—
|
|
|
(0.05
|
)
|
|
0.01
|
|
|||
Net (loss) income attributable to Diebold, Incorporated
|
$
|
(2.85
|
)
|
|
$
|
1.17
|
|
|
$
|
2.24
|
|
|
|
|
|
|
|
||||||
Diluted earnings per share:
|
|
|
|
|
|
||||||
(Loss) income from continuing operations, net of tax
|
$
|
(2.85
|
)
|
|
$
|
1.20
|
|
|
$
|
2.21
|
|
(Loss) income from discontinued operations, net of tax
|
—
|
|
|
(0.05
|
)
|
|
0.01
|
|
|||
Net (loss) income attributable to Diebold, Incorporated
|
$
|
(2.85
|
)
|
|
$
|
1.15
|
|
|
$
|
2.22
|
|
|
|
|
|
|
|
||||||
Amounts attributable to Diebold, Incorporated
|
|
|
|
|
|
||||||
(Loss) income from continuing operations, net of tax
|
$
|
(181,605
|
)
|
|
$
|
76,728
|
|
|
$
|
143,624
|
|
(Loss) income from discontinued operations, net of tax
|
—
|
|
|
(3,125
|
)
|
|
523
|
|
|||
Net (loss) income attributable to Diebold, Incorporated
|
$
|
(181,605
|
)
|
|
$
|
73,603
|
|
|
$
|
144,147
|
|
|
Year ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Net (loss) income
|
$
|
(176,522
|
)
|
|
$
|
79,545
|
|
|
$
|
151,432
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
||||||
Translation adjustment
(net of tax of $2,064, $0 and $0, respectively) |
(70,269
|
)
|
|
(36,164
|
)
|
|
(75,877
|
)
|
|||
Foreign currency hedges
(net of tax of $(1,719), $(1,218) and $(713), respectively) |
2,844
|
|
|
1,803
|
|
|
1,055
|
|
|||
Interest rate hedges:
|
|
|
|
|
|
||||||
Net gain (loss) recognized in other comprehensive income
(net of tax of $(483), $(99)and $336, respectively) |
698
|
|
|
141
|
|
|
(491
|
)
|
|||
Less: reclassification adjustment for net gains included in net income
(net of tax of $(132), $(230) and $(178), respectively) |
192
|
|
|
91
|
|
|
156
|
|
|||
|
506
|
|
|
50
|
|
|
(647
|
)
|
|||
Pension and other post-retirement benefits:
|
|
|
|
|
|
||||||
Prior service credit recognized during the year
(net of tax of $308, $99 and $94, respectively) |
(493
|
)
|
|
(160
|
)
|
|
(164
|
)
|
|||
Net actuarial losses recognized during the year
(net of tax of $(5,762), $(6,544) and $(3,597), respectively) |
9,130
|
|
|
10,721
|
|
|
6,289
|
|
|||
Net actuarial gains (losses) occurring during the year
(net of tax of $(28,270), $23,765 and $26,062, respectively) |
44,796
|
|
|
(38,939
|
)
|
|
(45,568
|
)
|
|||
Prior service cost recognized due to curtailment
(net of tax of $(803), $0 and $0, respectively |
1,272
|
|
|
—
|
|
|
—
|
|
|||
Net actuarial losses recognized due to curtailment
(net of tax of $(21,069) $0 and $0, respectively) |
33,386
|
|
|
—
|
|
|
—
|
|
|||
Settlements
(net of tax of $(7,799), $(8,303) and $0, respectively) |
12,357
|
|
|
13,604
|
|
|
—
|
|
|||
|
100,448
|
|
|
(14,774
|
)
|
|
(39,443
|
)
|
|||
Unrealized gain (loss) on securities, net:
|
|
|
|
|
|
||||||
Net gain recognized in other comprehensive income
(net of tax of $(55), $0 and $0, respectively) |
3,932
|
|
|
3,304
|
|
|
1,130
|
|
|||
Less: reclassification adjustment for net gain (loss) included in net income
(net of tax of $(19), $0 and $0, respectively) |
1,372
|
|
|
4,523
|
|
|
(1,505
|
)
|
|||
|
2,560
|
|
|
(1,219
|
)
|
|
2,635
|
|
|||
Other
|
1,162
|
|
|
(168
|
)
|
|
(494
|
)
|
|||
Other comprehensive income (loss), net of tax
|
37,251
|
|
|
(50,472
|
)
|
|
(112,771
|
)
|
|||
Comprehensive (loss) income
|
(139,271
|
)
|
|
29,073
|
|
|
38,661
|
|
|||
Less: comprehensive income attributable to noncontrolling interests
|
5,616
|
|
|
6,166
|
|
|
8,483
|
|
|||
Comprehensive (loss) income attributable to Diebold, Incorporated
|
$
|
(144,887
|
)
|
|
$
|
22,907
|
|
|
$
|
30,178
|
|
|
Common Shares
Number Par Value
|
|
Additional
Capital
|
|
Retained
Earnings
|
|
Treasury
Shares
|
|
Accumulated Other Comprehensive
Income (Loss)
|
|
Total Diebold, Incorporated Shareholders' Equity
|
|
Noncontrolling
Interests
|
|
Total
Equity
|
|||||||||||||||||||
Balance, January 1, 2011
|
76,365,124
|
|
|
$
|
95,456
|
|
|
$
|
308,699
|
|
|
$
|
906,326
|
|
|
$
|
(435,922
|
)
|
|
$
|
73,626
|
|
|
$
|
948,185
|
|
|
$
|
28,659
|
|
|
$
|
976,844
|
|
Net income
|
|
|
|
|
|
|
144,147
|
|
|
|
|
|
|
144,147
|
|
|
7,285
|
|
|
151,432
|
|
|||||||||||||
Other comprehensive (loss) income
|
|
|
|
|
|
|
|
|
|
|
(113,969
|
)
|
|
(113,969
|
)
|
|
1,198
|
|
|
(112,771
|
)
|
|||||||||||||
Stock options exercised
|
149,516
|
|
|
187
|
|
|
3,856
|
|
|
|
|
|
|
|
|
4,043
|
|
|
|
|
4,043
|
|
||||||||||||
Restricted stock units issued
|
121,462
|
|
|
152
|
|
|
(152
|
)
|
|
|
|
|
|
|
|
—
|
|
|
|
|
—
|
|
||||||||||||
Performance shares issued
|
173,575
|
|
|
217
|
|
|
(217
|
)
|
|
|
|
|
|
|
|
—
|
|
|
|
|
—
|
|
||||||||||||
Director deferred shares
|
7,200
|
|
|
9
|
|
|
(9
|
)
|
|
|
|
|
|
|
|
—
|
|
|
|
|
—
|
|
||||||||||||
Deferred compensation
|
24,079
|
|
|
30
|
|
|
(30
|
)
|
|
|
|
|
|
|
|
—
|
|
|
|
|
—
|
|
||||||||||||
Income tax benefit from share-based
compensation |
|
|
|
|
1,362
|
|
|
|
|
|
|
|
|
1,362
|
|
|
|
|
1,362
|
|
||||||||||||||
Share-based compensation expense
|
|
|
|
|
14,296
|
|
|
|
|
|
|
|
|
14,296
|
|
|
|
|
14,296
|
|
||||||||||||||
Dividends declared and paid
|
|
|
|
|
|
|
(72,901
|
)
|
|
|
|
|
|
(72,901
|
)
|
|
|
|
(72,901
|
)
|
||||||||||||||
Treasury shares
|
|
|
|
|
|
|
|
|
(111,815
|
)
|
|
|
|
(111,815
|
)
|
|
|
|
(111,815
|
)
|
||||||||||||||
Distributions to noncontrolling interest
holders, net |
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(5,868
|
)
|
|
(5,868
|
)
|
||||||||||||||
Balance, December 31, 2011
|
76,840,956
|
|
|
$
|
96,051
|
|
|
$
|
327,805
|
|
|
$
|
977,572
|
|
|
$
|
(547,737
|
)
|
|
$
|
(40,343
|
)
|
|
$
|
813,348
|
|
|
$
|
31,274
|
|
|
$
|
844,622
|
|
Net income
|
|
|
|
|
|
|
73,603
|
|
|
|
|
|
|
73,603
|
|
|
5,942
|
|
|
79,545
|
|
|||||||||||||
Other comprehensive (loss) income
|
|
|
|
|
|
|
|
|
|
|
(50,696
|
)
|
|
(50,696
|
)
|
|
224
|
|
|
(50,472
|
)
|
|||||||||||||
Stock options exercised
|
553,890
|
|
|
692
|
|
|
15,987
|
|
|
|
|
|
|
|
|
16,679
|
|
|
|
|
16,679
|
|
||||||||||||
Restricted stock units issued
|
164,552
|
|
|
206
|
|
|
(206
|
)
|
|
|
|
|
|
|
|
—
|
|
|
|
|
—
|
|
||||||||||||
Performance shares issued
|
86,196
|
|
|
108
|
|
|
(108
|
)
|
|
|
|
|
|
|
|
—
|
|
|
|
|
—
|
|
||||||||||||
Director deferred shares
|
7,200
|
|
|
9
|
|
|
(9
|
)
|
|
|
|
|
|
|
|
—
|
|
|
|
|
—
|
|
||||||||||||
Deferred compensation
|
8,324
|
|
|
10
|
|
|
(10
|
)
|
|
|
|
|
|
|
|
—
|
|
|
|
|
—
|
|
||||||||||||
Income tax benefit from share-based
compensation |
|
|
|
|
982
|
|
|
|
|
|
|
|
|
982
|
|
|
|
|
982
|
|
||||||||||||||
Share-based compensation expense
|
|
|
|
|
13,840
|
|
|
|
|
|
|
|
|
13,840
|
|
|
|
|
13,840
|
|
||||||||||||||
Dividends declared and paid
|
|
|
|
|
|
|
(72,830
|
)
|
|
|
|
|
|
(72,830
|
)
|
|
|
|
(72,830
|
)
|
||||||||||||||
Treasury shares
|
|
|
|
|
|
|
|
|
(3,452
|
)
|
|
|
|
(3,452
|
)
|
|
|
|
(3,452
|
)
|
||||||||||||||
Distributions to noncontrolling interest
holders, net |
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(2,092
|
)
|
|
(2,092
|
)
|
||||||||||||||
Balance, December 31, 2012
|
77,661,118
|
|
|
$
|
97,076
|
|
|
$
|
358,281
|
|
|
$
|
978,345
|
|
|
$
|
(551,189
|
)
|
|
$
|
(91,039
|
)
|
|
$
|
791,474
|
|
|
$
|
35,348
|
|
|
$
|
826,822
|
|
Net (loss) income
|
|
|
|
|
|
|
(181,605
|
)
|
|
|
|
|
|
(181,605
|
)
|
|
5,083
|
|
|
(176,522
|
)
|
|||||||||||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
36,718
|
|
|
36,718
|
|
|
533
|
|
|
37,251
|
|
|||||||||||||
Stock options exercised
|
591,223
|
|
|
740
|
|
|
15,983
|
|
|
|
|
|
|
|
|
16,723
|
|
|
|
|
16,723
|
|
||||||||||||
Restricted stock units issued
|
279,920
|
|
|
350
|
|
|
(350
|
)
|
|
|
|
|
|
|
|
—
|
|
|
|
|
—
|
|
||||||||||||
Performance shares issued
|
29,882
|
|
|
37
|
|
|
(37
|
)
|
|
|
|
|
|
|
|
—
|
|
|
|
|
—
|
|
||||||||||||
Director deferred shares
|
30,250
|
|
|
38
|
|
|
(38
|
)
|
|
|
|
|
|
|
|
—
|
|
|
|
|
—
|
|
||||||||||||
Deferred compensation
|
10,781
|
|
|
13
|
|
|
(13
|
)
|
|
|
|
|
|
|
|
—
|
|
|
|
|
—
|
|
||||||||||||
Other share-based compensation
|
15,343
|
|
|
19
|
|
|
(19
|
)
|
|
|
|
|
|
|
|
—
|
|
|
|
|
—
|
|
||||||||||||
Income tax detriment from share-based
compensation |
|
|
|
|
(3,918
|
)
|
|
|
|
|
|
|
|
(3,918
|
)
|
|
|
|
(3,918
|
)
|
||||||||||||||
Share-based compensation expense
|
|
|
|
|
15,432
|
|
|
|
|
|
|
|
|
15,432
|
|
|
|
|
15,432
|
|
||||||||||||||
Dividends declared and paid
|
|
|
|
|
|
|
(73,997
|
)
|
|
|
|
|
|
(73,997
|
)
|
|
|
|
(73,997
|
)
|
||||||||||||||
Treasury shares
|
|
|
|
|
|
|
|
|
(4,063
|
)
|
|
|
|
(4,063
|
)
|
|
|
|
(4,063
|
)
|
||||||||||||||
Distributions to noncontrolling interest holders, net
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(16,913
|
)
|
|
(16,913
|
)
|
||||||||||||||
Balance, December 31, 2013
|
78,618,517
|
|
|
$
|
98,273
|
|
|
$
|
385,321
|
|
|
$
|
722,743
|
|
|
$
|
(555,252
|
)
|
|
$
|
(54,321
|
)
|
|
$
|
596,764
|
|
|
$
|
24,051
|
|
|
$
|
620,815
|
|
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Cash flow from operating activities:
|
|
|
|
|
|
||||||
Net (loss) income
|
$
|
(176,522
|
)
|
|
$
|
79,545
|
|
|
$
|
151,432
|
|
Adjustments to reconcile net (loss) income to cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
82,594
|
|
|
78,644
|
|
|
79,855
|
|
|||
Share-based compensation
|
15,432
|
|
|
13,840
|
|
|
14,296
|
|
|||
Excess tax benefits from share-based compensation
|
(471
|
)
|
|
(1,843
|
)
|
|
(1,691
|
)
|
|||
Impairment of assets
|
72,017
|
|
|
15,783
|
|
|
2,962
|
|
|||
Pension curtailment, settlement and special termination
|
69,561
|
|
|
21,907
|
|
|
—
|
|
|||
Devaluation of Venezuelan balance sheet
|
1,584
|
|
|
—
|
|
|
—
|
|
|||
Gain on sale of assets, net
|
(2,410
|
)
|
|
(1,202
|
)
|
|
(1,921
|
)
|
|||
Equity in earnings of an investee
|
—
|
|
|
(702
|
)
|
|
(1,813
|
)
|
|||
Cash flow from changes in certain assets and liabilities, net of the effects of acquisitions:
|
|
|
|
|
|
||||||
Trade receivables
|
23,983
|
|
|
(75,275
|
)
|
|
(22,790
|
)
|
|||
Inventories
|
21,337
|
|
|
20,955
|
|
|
(12,602
|
)
|
|||
Prepaid expenses
|
12,908
|
|
|
(3,490
|
)
|
|
(119
|
)
|
|||
Prepaid income taxes
|
(4,889
|
)
|
|
(1,890
|
)
|
|
5,187
|
|
|||
Other current assets
|
(11,183
|
)
|
|
(16,080
|
)
|
|
(389
|
)
|
|||
Accounts payable
|
(9,659
|
)
|
|
2,564
|
|
|
11,741
|
|
|||
Deferred revenue
|
16,522
|
|
|
(21,767
|
)
|
|
41,610
|
|
|||
Deferred income taxes
|
(15,125
|
)
|
|
(10,558
|
)
|
|
(29,338
|
)
|
|||
Pension and other post-retirement benefits
|
11,026
|
|
|
3,774
|
|
|
(14,187
|
)
|
|||
Certain other assets and liabilities
|
17,519
|
|
|
31,303
|
|
|
(6,836
|
)
|
|||
Net cash provided by operating activities
|
124,224
|
|
|
135,508
|
|
|
215,397
|
|
|||
Cash flow from investing activities:
|
|
|
|
|
|
||||||
Proceeds from sale of discontinued operations
|
—
|
|
|
—
|
|
|
2,520
|
|
|||
Payments for acquisitions, net of cash acquired
|
—
|
|
|
(28,292
|
)
|
|
—
|
|
|||
Proceeds from maturities of investments
|
464,331
|
|
|
325,403
|
|
|
259,145
|
|
|||
Proceeds from sale of investments
|
55,987
|
|
|
50,431
|
|
|
52,292
|
|
|||
Payments for purchases of investments
|
(537,682
|
)
|
|
(377,070
|
)
|
|
(356,354
|
)
|
|||
Proceeds from sale of assets
|
7,536
|
|
|
3,357
|
|
|
5,585
|
|
|||
Capital expenditures
|
(35,447
|
)
|
|
(49,742
|
)
|
|
(54,753
|
)
|
|||
Increase in certain other assets
|
(13,747
|
)
|
|
(13,077
|
)
|
|
(21,386
|
)
|
|||
Purchase of finance receivables, net of cash collections
|
6,303
|
|
|
16,159
|
|
|
22,245
|
|
|||
Net cash used in investing activities
|
(52,719
|
)
|
|
(72,831
|
)
|
|
(90,706
|
)
|
|||
Cash flow from financing activities:
|
|
|
|
|
|
||||||
Dividends paid
|
(73,997
|
)
|
|
(72,830
|
)
|
|
(72,901
|
)
|
|||
Debt issuance costs
|
—
|
|
|
—
|
|
|
(1,876
|
)
|
|||
Revolving debt (repayments) borrowings, net
|
(56,000
|
)
|
|
70,000
|
|
|
4,000
|
|
|||
Other debt borrowings
|
51,231
|
|
|
117,163
|
|
|
162,327
|
|
|||
Other debt repayments
|
(121,901
|
)
|
|
(163,538
|
)
|
|
(103,136
|
)
|
|||
Distribution of affiliates earnings to noncontrolling interest holders
|
(16,913
|
)
|
|
(2,092
|
)
|
|
(5,868
|
)
|
|||
Excess tax benefits from share-based compensation
|
471
|
|
|
1,843
|
|
|
1,691
|
|
|||
Issuance of common shares
|
16,723
|
|
|
16,679
|
|
|
4,043
|
|
|||
Repurchase of common shares
|
(4,063
|
)
|
|
(3,452
|
)
|
|
(111,815
|
)
|
|||
Net cash used in financing activities
|
(204,449
|
)
|
|
(36,227
|
)
|
|
(123,535
|
)
|
|||
Effect of exchange rate changes on cash
|
(5,139
|
)
|
|
8,422
|
|
|
4,106
|
|
|||
(Decrease) increase in cash and cash equivalents
|
(138,083
|
)
|
|
34,872
|
|
|
5,262
|
|
|||
Cash and cash equivalents at the beginning of the year
|
368,792
|
|
|
333,920
|
|
|
328,658
|
|
|||
Cash and cash equivalents at the end of the year
|
$
|
230,709
|
|
|
$
|
368,792
|
|
|
$
|
333,920
|
|
Cash paid for:
|
|
|
|
|
|
||||||
Income taxes
|
$
|
76,480
|
|
|
$
|
49,011
|
|
|
$
|
27,468
|
|
Interest
|
$
|
29,543
|
|
|
$
|
28,917
|
|
|
$
|
30,712
|
|
Significant noncash investing and financing activities:
|
|
|
|
|
|
||||||
Accrued holdback for acquisition
|
$
|
—
|
|
|
$
|
12,000
|
|
|
$
|
—
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Translation adjustment
(net of tax of $2,064, $0 and $0, respectively)
|
$
|
(2,409
|
)
|
|
$
|
68,393
|
|
|
$
|
104,781
|
|
Foreign currency hedges (net of tax of $1,380, $3,099 and $4,317, respectively)
|
(1,884
|
)
|
|
(4,728
|
)
|
|
(6,531
|
)
|
|||
Interest rate hedges (net of tax of $352, $703 and $572, respectively)
|
(960
|
)
|
|
(1,466
|
)
|
|
(1,516
|
)
|
|||
Pensions and other post-retirement benefits (net of tax $28,002, $91,397 and $82,380, respectively)
|
(52,027
|
)
|
|
(152,475
|
)
|
|
(137,701
|
)
|
|||
Unrealized gain on securities, net
(net of tax $36, $0 and $0, respectively)
|
2,679
|
|
|
119
|
|
|
1,338
|
|
|||
Other
|
280
|
|
|
(882
|
)
|
|
(714
|
)
|
|||
Total accumulated other comprehensive loss
|
$
|
(54,321
|
)
|
|
$
|
(91,039
|
)
|
|
$
|
(40,343
|
)
|
|
2013
|
|
2012
|
|
2011
|
||||||
Numerator:
|
|
|
|
|
|
||||||
(Loss) income used in basic and diluted earnings per share:
|
|
|
|
|
|
||||||
(Loss) income from continuing operations, net of tax
|
$
|
(181,605
|
)
|
|
$
|
76,728
|
|
|
$
|
143,624
|
|
(Loss) income from discontinued operations, net of tax
|
—
|
|
|
(3,125
|
)
|
|
523
|
|
|||
Net (loss) income attributable to Diebold, Incorporated
|
$
|
(181,605
|
)
|
|
$
|
73,603
|
|
|
$
|
144,147
|
|
Denominator (in thousands):
|
|
|
|
|
|
||||||
Weighted-average number of common
shares used in basic earnings per share
|
63,659
|
|
|
63,061
|
|
|
64,244
|
|
|||
Effect of dilutive shares (1)
|
—
|
|
|
853
|
|
|
548
|
|
|||
Weighted-average number of shares used in
diluted earnings per share
|
63,659
|
|
|
63,914
|
|
|
64,792
|
|
|||
Basic earnings per share:
|
|
|
|
|
|
||||||
(Loss) income from continuing operations, net of tax
|
$
|
(2.85
|
)
|
|
$
|
1.22
|
|
|
$
|
2.23
|
|
(Loss) income from discontinued operations, net of tax
|
—
|
|
|
(0.05
|
)
|
|
0.01
|
|
|||
Net (loss) income attributable to Diebold, Incorporated
|
$
|
(2.85
|
)
|
|
$
|
1.17
|
|
|
$
|
2.24
|
|
Diluted earnings per share:
|
|
|
|
|
|
||||||
(Loss) income from continuing operations, net of tax
|
$
|
(2.85
|
)
|
|
$
|
1.20
|
|
|
$
|
2.21
|
|
(Loss) income from discontinued operations, net of tax
|
—
|
|
|
(0.05
|
)
|
|
0.01
|
|
|||
Net (loss) income attributable to Diebold, Incorporated
|
$
|
(2.85
|
)
|
|
$
|
1.15
|
|
|
$
|
2.22
|
|
|
|
|
|
|
|
||||||
Anti-dilutive shares (in thousands):
|
|
|
|
|
|
||||||
Anti-dilutive shares not used in calculating diluted
weighted-average shares
|
2,597
|
|
|
2,201
|
|
|
2,270
|
|
(1)
|
Incremental shares of
545 thousand
were excluded from the computation of diluted EPS for the year ended December 31, 2013 because their effect is anti-dilutive due to the loss from continuing operations.
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Stock options:
|
|
|
|
|
|
|
||||||
Pre-tax compensation expense
|
|
$
|
6,032
|
|
|
$
|
2,572
|
|
|
$
|
3,486
|
|
Tax benefit
|
|
(2,198
|
)
|
|
(825
|
)
|
|
(1,238
|
)
|
|||
Stock option expense, net of tax
|
|
$
|
3,834
|
|
|
$
|
1,747
|
|
|
$
|
2,248
|
|
|
|
|
|
|
|
|
||||||
Restricted stock units:
|
|
|
|
|
|
|
||||||
Pre-tax compensation expense
|
|
$
|
5,580
|
|
|
$
|
5,741
|
|
|
$
|
5,734
|
|
Tax benefit
|
|
(1,672
|
)
|
|
(1,809
|
)
|
|
(1,845
|
)
|
|||
RSU expense, net of tax
|
|
$
|
3,908
|
|
|
$
|
3,932
|
|
|
$
|
3,889
|
|
|
|
|
|
|
|
|
||||||
Performance shares:
|
|
|
|
|
|
|
||||||
Pre-tax compensation expense
|
|
$
|
2,162
|
|
|
$
|
4,425
|
|
|
$
|
4,076
|
|
Tax benefit
|
|
(768
|
)
|
|
(1,602
|
)
|
|
(1,459
|
)
|
|||
Performance share expense, net of tax
|
|
$
|
1,394
|
|
|
$
|
2,823
|
|
|
$
|
2,617
|
|
|
|
|
|
|
|
|
||||||
Director deferred shares:
|
|
|
|
|
|
|
||||||
Pre-tax compensation expense
|
|
$
|
1,158
|
|
|
$
|
1,102
|
|
|
$
|
1,000
|
|
Tax benefit
|
|
(428
|
)
|
|
(408
|
)
|
|
(370
|
)
|
|||
Deferred share expense, net of tax
|
|
$
|
730
|
|
|
$
|
694
|
|
|
$
|
630
|
|
|
|
|
|
|
|
|
||||||
Total share-based compensation:
|
|
|
|
|
|
|
||||||
Pre-tax compensation expense
|
|
$
|
14,932
|
|
|
$
|
13,840
|
|
|
$
|
14,296
|
|
Tax benefit
|
|
(5,066
|
)
|
|
(4,644
|
)
|
|
(4,912
|
)
|
|||
Total share-based compensation, net of tax
|
|
$
|
9,866
|
|
|
$
|
9,196
|
|
|
$
|
9,384
|
|
|
|
Unrecognized
Cost
|
|
Weighted-Average Period
|
||
|
|
|
|
(years)
|
||
Stock options
|
|
$
|
2,948
|
|
|
2.1
|
RSUs
|
|
7,361
|
|
|
1.7
|
|
Performance shares
|
|
2,836
|
|
|
1.1
|
|
Director deferred shares
|
|
163
|
|
|
0.3
|
|
|
|
$
|
13,308
|
|
|
|
|
2013
|
|
2012
|
|
2011
|
|||
Expected life (in years)
|
6
|
|
|
6-7
|
|
|
6-7
|
|
Weighted-average volatility
|
38
|
%
|
|
41
|
%
|
|
40
|
%
|
Risk-free interest rate
|
1.08-1.27%
|
|
|
0.83-1.39%
|
|
|
1.15-3.05%
|
|
Expected dividend yield
|
3.23-3.59%
|
|
|
3.08-3.23%
|
|
|
2.74-2.97%
|
|
|
Number of Shares
|
|
Weighted-Average Exercise Price
|
|
Weighted-Average Remaining Contractual Term
|
|
Aggregate Intrinsic Value (1)
|
|||||
|
(in thousands)
|
|
(per share)
|
|
(in years)
|
|
|
|||||
Outstanding at January 1, 2013
|
2,668
|
|
|
$
|
37.56
|
|
|
|
|
|
||
Expired or forfeited
|
(463
|
)
|
|
35.47
|
|
|
|
|
|
|||
Exercised
|
(591
|
)
|
|
28.29
|
|
|
|
|
|
|||
Granted
|
340
|
|
|
30.51
|
|
|
|
|
|
|||
Outstanding at December 31, 2013
|
1,954
|
|
|
39.63
|
|
|
4
|
|
$
|
1,873
|
|
|
Options exercisable at December 31, 2013
|
1,474
|
|
|
42.04
|
|
|
3
|
|
1,159
|
|
||
Options vested and expected to vest (2) at
December 31, 2013 |
1,933
|
|
|
39.71
|
|
|
4
|
|
1,832
|
|
(1)
|
The aggregate intrinsic value represents the total pre-tax intrinsic value (the difference between the Company’s closing share price on the last trading day of the year in
2013
and the exercise price, multiplied by the number of “in-the-money” options) that would have been received by the option holders had all option holders exercised their options on
December 31, 2013
. The amount of aggregate intrinsic value will change based on the fair market value of the Company’s common shares.
|
(2)
|
The expected to vest options are the result of applying the pre-vesting forfeiture rate assumption to total outstanding non-vested options.
|
|
|
Number of
Shares
|
|
Weighted-Average
Grant-Date
Fair Value
|
|||
|
|
(in thousands)
|
|
|
|||
Non-vested at January 1, 2013
|
|
732
|
|
|
$
|
33.33
|
|
Forfeited
|
|
(172
|
)
|
|
32.90
|
|
|
Vested
|
|
(311
|
)
|
|
32.72
|
|
|
Granted
|
|
250
|
|
|
30.14
|
|
|
Non-vested at December 31, 2013
|
|
499
|
|
|
32.28
|
|
|
|
Number of
Shares
|
|
Weighted-Average
Grant-Date
Fair Value
|
|||
|
|
(in thousands)
|
|
|
|||
Non-vested at January 1, 2013
|
|
729
|
|
|
$
|
40.41
|
|
Forfeited
|
|
(433
|
)
|
|
37.70
|
|
|
Vested
|
|
(31
|
)
|
|
35.49
|
|
|
Granted
|
|
277
|
|
|
29.15
|
|
|
Non-vested at December 31, 2013
|
|
542
|
|
|
37.10
|
|
|
|
Number of
Shares
|
|
Weighted-Average
Grant-Date
Fair Value
|
|||
|
|
(in thousands)
|
|
|
|||
Non-vested at January 1, 2013
|
|
20
|
|
|
$
|
40.54
|
|
Forfeited
|
|
(3
|
)
|
|
40.54
|
|
|
Vested
|
|
(31
|
)
|
|
35.80
|
|
|
Granted
|
|
44
|
|
|
29.73
|
|
|
Non-vested at December 31, 2013
|
|
30
|
|
|
29.73
|
|
|
Vested at December 31, 2013
|
|
116
|
|
|
34.88
|
|
|
Outstanding at December 31, 2013
|
|
146
|
|
|
33.81
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Domestic
|
$
|
(171,878
|
)
|
|
$
|
(37,910
|
)
|
|
$
|
16,173
|
|
Foreign
|
52,071
|
|
|
148,805
|
|
|
142,764
|
|
|||
Total
|
$
|
(119,807
|
)
|
|
$
|
110,895
|
|
|
$
|
158,937
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Current:
|
|
|
|
|
|
||||||
U.S. Federal
|
$
|
10,453
|
|
|
$
|
3,381
|
|
|
$
|
(921
|
)
|
Foreign
|
59,481
|
|
|
39,185
|
|
|
41,244
|
|
|||
State and local
|
3,231
|
|
|
2,006
|
|
|
932
|
|
|||
Total current
|
73,165
|
|
|
44,572
|
|
|
41,255
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
U.S. Federal
|
(20,180
|
)
|
|
(2,344
|
)
|
|
9,727
|
|
|||
Foreign
|
9,678
|
|
|
(13,159
|
)
|
|
(40,105
|
)
|
|||
State and local
|
(5,948
|
)
|
|
(844
|
)
|
|
(2,849
|
)
|
|||
Total deferred
|
(16,450
|
)
|
|
(16,347
|
)
|
|
(33,227
|
)
|
|||
Income tax expense
|
$
|
56,715
|
|
|
$
|
28,225
|
|
|
$
|
8,028
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Statutory tax (benefit) expense
|
$
|
(41,932
|
)
|
|
$
|
38,813
|
|
|
$
|
55,628
|
|
Brazil nontaxable incentive
|
(7,849
|
)
|
|
(10,622
|
)
|
|
(10,652
|
)
|
|||
Valuation allowance
|
43,884
|
|
|
1,609
|
|
|
(35,650
|
)
|
|||
Brazil tax goodwill amortization
|
(3,807
|
)
|
|
(4,802
|
)
|
|
(5,231
|
)
|
|||
Foreign tax rate differential
|
(12,432
|
)
|
|
(14,332
|
)
|
|
(10,946
|
)
|
|||
Previously undistributed subsidiary earnings
|
59,460
|
|
|
10,648
|
|
|
10,724
|
|
|||
Accrual adjustments
|
5,755
|
|
|
494
|
|
|
(2,584
|
)
|
|||
Non-deductible goodwill
|
5,189
|
|
|
—
|
|
|
—
|
|
|||
FCPA provision, nondeductible portion
|
5,412
|
|
|
2,939
|
|
|
1,563
|
|
|||
Other
|
3,035
|
|
|
3,478
|
|
|
5,176
|
|
|||
Income tax expense
|
$
|
56,715
|
|
|
$
|
28,225
|
|
|
$
|
8,028
|
|
|
2013
|
|
2012
|
||||
Balance at January 1
|
$
|
13,178
|
|
|
$
|
12,636
|
|
Increases related to prior year tax positions
|
1,489
|
|
|
712
|
|
||
Decreases related to prior year tax positions
|
—
|
|
|
(181
|
)
|
||
Increases related to current year tax positions
|
2,864
|
|
|
180
|
|
||
Reduction due to lapse of applicable statute of limitations
|
(986
|
)
|
|
(169
|
)
|
||
Balance at December 31
|
$
|
16,545
|
|
|
$
|
13,178
|
|
|
2013
|
|
2012
|
||||
Deferred tax assets:
|
|
|
|
||||
Accrued expenses
|
$
|
56,351
|
|
|
$
|
43,622
|
|
Warranty accrual
|
25,973
|
|
|
26,296
|
|
||
Deferred compensation
|
15,776
|
|
|
18,587
|
|
||
Allowance for doubtful accounts
|
8,280
|
|
|
9,239
|
|
||
Inventories
|
13,437
|
|
|
12,930
|
|
||
Deferred revenue
|
14,900
|
|
|
15,101
|
|
||
Pension and post-retirement benefits
|
48,565
|
|
|
66,222
|
|
||
Finance lease receivables
|
—
|
|
|
6,210
|
|
||
Tax credits
|
34,146
|
|
|
23,738
|
|
||
Net operating loss carryforwards
|
79,300
|
|
|
74,528
|
|
||
Capital loss carryforwards
|
2,853
|
|
|
3,534
|
|
||
State deferred taxes
|
13,630
|
|
|
17,341
|
|
||
Other
|
2,233
|
|
|
5,903
|
|
||
|
315,444
|
|
|
323,251
|
|
||
Valuation allowance
|
(92,138
|
)
|
|
(57,303
|
)
|
||
Net deferred tax assets
|
$
|
223,306
|
|
|
$
|
265,948
|
|
|
|
|
|
||||
Deferred tax liabilities:
|
|
|
|
||||
Property, plant and equipment
|
$
|
15,989
|
|
|
$
|
14,369
|
|
Goodwill and intangible assets
|
19,978
|
|
|
41,175
|
|
||
Finance lease receivables
|
1,042
|
|
|
—
|
|
||
Investment in partnership
|
12,824
|
|
|
17,056
|
|
||
Undistributed earnings
|
27,766
|
|
|
5,016
|
|
||
Other
|
6,759
|
|
|
3,511
|
|
||
Net deferred tax liabilities
|
84,358
|
|
|
81,127
|
|
||
Net deferred tax asset
|
$
|
138,948
|
|
|
$
|
184,821
|
|
|
2013
|
|
2012
|
||||
Deferred income taxes - current assets
|
$
|
110,165
|
|
|
$
|
143,248
|
|
Deferred income taxes - long-term assets
|
39,461
|
|
|
76,375
|
|
||
Other current liabilities
|
(1,528
|
)
|
|
(552
|
)
|
||
Deferred income taxes - long-term liabilities
|
(9,150
|
)
|
|
(34,250
|
)
|
||
Net deferred tax asset
|
$
|
138,948
|
|
|
$
|
184,821
|
|
|
Cost Basis
|
|
Unrealized Gain/(Loss)
|
|
Fair Value
|
||||||
As of December 31, 2013
|
|
|
|
|
|
||||||
Short-term investments:
|
|
|
|
|
|
||||||
Certificates of deposit
|
$
|
215,010
|
|
|
$
|
—
|
|
|
$
|
215,010
|
|
U.S. dollar indexed bond funds
|
25,263
|
|
|
2,715
|
|
|
27,978
|
|
|||
|
$
|
240,273
|
|
|
$
|
2,715
|
|
|
$
|
242,988
|
|
Long-term investments:
|
|
|
|
|
|
||||||
Assets held in a rabbi trust
|
$
|
10,085
|
|
|
$
|
292
|
|
|
$
|
10,377
|
|
|
|
|
|
|
|
||||||
As of December 31, 2012
|
|
|
|
|
|
||||||
Short-term investments:
|
|
|
|
|
|
||||||
Certificates of deposit
|
$
|
258,518
|
|
|
$
|
—
|
|
|
$
|
258,518
|
|
U.S. dollar indexed bond funds
|
3,249
|
|
|
119
|
|
|
3,368
|
|
|||
|
$
|
261,767
|
|
|
$
|
119
|
|
|
$
|
261,886
|
|
Long-term investments:
|
|
|
|
|
|
||||||
Assets held in a rabbi trust
|
$
|
6,266
|
|
|
$
|
517
|
|
|
$
|
6,783
|
|
|
2013
|
|
2012
|
||||
Gross minimum lease receivable
|
$
|
109,312
|
|
|
$
|
76,763
|
|
Allowance for credit losses
|
(439
|
)
|
|
(525
|
)
|
||
Estimated unguaranteed residual values
|
6,979
|
|
|
7,508
|
|
||
|
115,852
|
|
|
83,746
|
|
||
Less:
|
|
|
|
||||
Unearned interest income
|
(9,345
|
)
|
|
(4,771
|
)
|
||
Unearned residuals
|
(1,016
|
)
|
|
(1,319
|
)
|
||
|
(10,361
|
)
|
|
(6,090
|
)
|
||
Total
|
$
|
105,491
|
|
|
$
|
77,656
|
|
2014
|
$
|
34,941
|
|
2015
|
29,778
|
|
|
2016
|
22,811
|
|
|
2017
|
10,805
|
|
|
2018
|
4,085
|
|
|
Thereafter
|
6,892
|
|
|
|
$
|
109,312
|
|
|
|
Finance
Leases
|
|
Notes
Receivable
|
|
Total
|
||||||
Allowance for credit losses
|
|
|
|
|
|
|
||||||
Balance at January 1, 2012
|
|
$
|
210
|
|
|
$
|
2,047
|
|
|
$
|
2,257
|
|
Provision for credit losses
|
|
263
|
|
|
—
|
|
|
263
|
|
|||
Recoveries
|
|
52
|
|
|
—
|
|
|
52
|
|
|||
Balance at December 31, 2012
|
|
$
|
525
|
|
|
$
|
2,047
|
|
|
$
|
2,572
|
|
Provision for credit losses
|
|
8
|
|
|
4,134
|
|
|
4,142
|
|
|||
Recoveries
|
|
3
|
|
|
—
|
|
|
3
|
|
|||
Write-offs
|
|
(97
|
)
|
|
(2,047
|
)
|
|
(2,144
|
)
|
|||
Balance at December 31, 2013
|
|
$
|
439
|
|
|
$
|
4,134
|
|
|
$
|
4,573
|
|
|
|
December 31,
|
||||||
|
|
2013
|
|
2012
|
||||
30-59 days past due
|
|
$
|
85
|
|
|
$
|
—
|
|
60-89 days past due
|
|
—
|
|
|
—
|
|
||
> 89 days past due
|
|
—
|
|
|
1,840
|
|
||
Total past due
|
|
$
|
85
|
|
|
$
|
1,840
|
|
|
2013
|
|
2012
|
||||
Finished goods
|
$
|
167,577
|
|
|
$
|
183,286
|
|
Service parts
|
132,508
|
|
|
151,189
|
|
||
Raw materials and work in process
|
76,377
|
|
|
78,521
|
|
||
Total inventories
|
$
|
376,462
|
|
|
$
|
412,996
|
|
|
Estimated
Useful Life
|
|
|
||||||
|
(years)
|
|
2013
|
|
2012
|
||||
Land and land improvements
|
0-15
|
|
$
|
7,008
|
|
|
$
|
7,652
|
|
Buildings and building equipment
|
15
|
|
63,225
|
|
|
67,533
|
|
||
Machinery, tools and equipment
|
5-12
|
|
93,403
|
|
|
118,663
|
|
||
Leasehold improvements (1)
|
10
|
|
26,858
|
|
|
27,026
|
|
||
Computer equipment
|
3-5
|
|
79,719
|
|
|
83,822
|
|
||
Computer software
|
5-10
|
|
154,622
|
|
|
178,590
|
|
||
Furniture and fixtures
|
5-8
|
|
71,492
|
|
|
79,346
|
|
||
Tooling
|
3-5
|
|
85,560
|
|
|
82,539
|
|
||
Construction in progress
|
|
|
17,207
|
|
|
16,739
|
|
||
Total property plant and equipment, at cost
|
|
|
$
|
599,094
|
|
|
$
|
661,910
|
|
Less accumulated depreciation and amortization
|
|
|
438,199
|
|
|
477,565
|
|
||
Total property plant and equipment, net
|
|
|
$
|
160,895
|
|
|
$
|
184,345
|
|
|
NA
|
|
AP
|
|
EMEA
|
|
LA
|
|
Brazil
|
|
Total
|
||||||||||||
Goodwill
|
$
|
112,113
|
|
|
$
|
46,012
|
|
|
$
|
168,714
|
|
|
$
|
4,701
|
|
|
$
|
142,267
|
|
|
$
|
473,807
|
|
Accumulated impairment losses
|
(13,171
|
)
|
|
—
|
|
|
(168,714
|
)
|
|
—
|
|
|
(38,859
|
)
|
|
(220,744
|
)
|
||||||
Balance at January 1, 2012
|
$
|
98,942
|
|
|
$
|
46,012
|
|
|
$
|
—
|
|
|
$
|
4,701
|
|
|
$
|
103,408
|
|
|
$
|
253,063
|
|
Goodwill acquired
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26,003
|
|
|
26,003
|
|
||||||
Currency translation adjustment
|
63
|
|
|
(25
|
)
|
|
—
|
|
|
321
|
|
|
(6,474
|
)
|
|
(6,115
|
)
|
||||||
Goodwill
|
112,176
|
|
|
45,987
|
|
|
168,714
|
|
|
5,022
|
|
|
161,796
|
|
|
493,695
|
|
||||||
Accumulated impairment losses
|
(13,171
|
)
|
|
—
|
|
|
(168,714
|
)
|
|
—
|
|
|
(38,859
|
)
|
|
(220,744
|
)
|
||||||
Balance at December 31, 2012
|
$
|
99,005
|
|
|
$
|
45,987
|
|
|
$
|
—
|
|
|
$
|
5,022
|
|
|
$
|
122,937
|
|
|
$
|
272,951
|
|
Impairment loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(70,000
|
)
|
|
(70,000
|
)
|
||||||
Currency translation adjustment
|
(147
|
)
|
|
(4,680
|
)
|
|
—
|
|
|
(198
|
)
|
|
(18,098
|
)
|
|
(23,123
|
)
|
||||||
Goodwill
|
112,029
|
|
|
41,307
|
|
|
168,714
|
|
|
4,824
|
|
|
143,698
|
|
|
470,572
|
|
||||||
Accumulated impairment losses
|
(13,171
|
)
|
|
—
|
|
|
(168,714
|
)
|
|
—
|
|
|
(108,859
|
)
|
|
(290,744
|
)
|
||||||
Balance at December 31, 2013
|
$
|
98,858
|
|
|
$
|
41,307
|
|
|
$
|
—
|
|
|
$
|
4,824
|
|
|
$
|
34,839
|
|
|
$
|
179,828
|
|
|
December 31,
|
||||||
|
2013
|
|
2012
|
||||
Notes payable – current:
|
|
|
|
||||
Uncommitted lines of credit
|
$
|
43,062
|
|
|
$
|
33,916
|
|
Other
|
729
|
|
|
296
|
|
||
|
$
|
43,791
|
|
|
$
|
34,212
|
|
Long-term debt:
|
|
|
|
||||
Credit facility
|
$
|
239,000
|
|
|
$
|
300,000
|
|
Senior notes
|
225,000
|
|
|
300,000
|
|
||
Industrial development revenue bonds
|
11,900
|
|
|
11,900
|
|
||
Other
|
4,342
|
|
|
5,634
|
|
||
|
$
|
480,242
|
|
|
$
|
617,534
|
|
2015
|
$
|
974
|
|
2016
|
415,692
|
|
|
2017
|
13,392
|
|
|
Thereafter
|
50,184
|
|
|
|
$
|
480,242
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Change in benefit obligation
|
|
|
|
|
|
|
|
||||||||
Benefit obligation at beginning of year
|
$
|
673,711
|
|
|
$
|
636,210
|
|
|
$
|
15,727
|
|
|
$
|
17,022
|
|
Service cost
|
11,616
|
|
|
11,446
|
|
|
—
|
|
|
—
|
|
||||
Interest cost
|
27,597
|
|
|
31,831
|
|
|
628
|
|
|
814
|
|
||||
Actuarial (gain) loss
|
(72,187
|
)
|
|
96,043
|
|
|
(1,991
|
)
|
|
(414
|
)
|
||||
Plan participant contributions
|
—
|
|
|
—
|
|
|
65
|
|
|
79
|
|
||||
Medicare retiree drug subsidy reimbursements
|
—
|
|
|
—
|
|
|
215
|
|
|
166
|
|
||||
Benefits paid
|
(26,185
|
)
|
|
(23,909
|
)
|
|
(1,559
|
)
|
|
(1,940
|
)
|
||||
Curtailments
|
(45,858
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Settlements
|
(138,482
|
)
|
|
(77,910
|
)
|
|
—
|
|
|
—
|
|
||||
Special termination benefits
|
38,733
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Benefit obligation at end of year
|
$
|
468,945
|
|
|
$
|
673,711
|
|
|
$
|
13,085
|
|
|
$
|
15,727
|
|
|
|
|
|
|
|
|
|
||||||||
Change in plan assets
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at beginning of year
|
$
|
473,097
|
|
|
$
|
485,489
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Actual return on plan assets
|
34,560
|
|
|
58,560
|
|
|
—
|
|
|
—
|
|
||||
Employer contributions
|
3,570
|
|
|
15,711
|
|
|
1,494
|
|
|
1,861
|
|
||||
Plan participant contributions
|
—
|
|
|
—
|
|
|
65
|
|
|
79
|
|
||||
Benefits paid
|
(26,185
|
)
|
|
(23,909
|
)
|
|
(1,559
|
)
|
|
(1,940
|
)
|
||||
Settlements
|
(138,482
|
)
|
|
(62,754
|
)
|
|
—
|
|
|
—
|
|
||||
Fair value of plan assets at end of year (1)
|
$
|
346,560
|
|
|
$
|
473,097
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
Funded status
|
$
|
(122,385
|
)
|
|
$
|
(200,614
|
)
|
|
$
|
(13,085
|
)
|
|
$
|
(15,727
|
)
|
|
|
|
|
|
|
|
|
||||||||
Amounts recognized in balance sheets
|
|
|
|
|
|
|
|
||||||||
Noncurrent assets
|
$
|
80
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Current liabilities
|
4,456
|
|
|
2,931
|
|
|
1,482
|
|
|
1,574
|
|
||||
Noncurrent liabilities (2)
|
118,010
|
|
|
197,683
|
|
|
11,604
|
|
|
14,153
|
|
||||
Accumulated other comprehensive loss:
|
|
|
|
|
|
|
|
||||||||
Unrecognized net actuarial loss (3)
|
(77,987
|
)
|
|
(238,144
|
)
|
|
(2,570
|
)
|
|
(4,982
|
)
|
||||
Unrecognized prior service cost (benefit) (3)
|
80
|
|
|
(1,679
|
)
|
|
446
|
|
|
933
|
|
||||
Net amount recognized
|
$
|
44,479
|
|
|
$
|
(39,209
|
)
|
|
$
|
10,962
|
|
|
$
|
11,678
|
|
|
|
|
|
|
|
|
|
||||||||
Change in accumulated other comprehensive loss
|
|
|
|
|
|
|
|||||||||
Balance at beginning of year
|
$
|
(239,823
|
)
|
|
$
|
(215,647
|
)
|
|
$
|
(4,049
|
)
|
|
$
|
(4,434
|
)
|
Prior service (credit) cost recognized during the year
|
(313
|
)
|
|
258
|
|
|
(488
|
)
|
|
(517
|
)
|
||||
Net actuarial losses recognized during the year
|
14,469
|
|
|
16,777
|
|
|
423
|
|
|
488
|
|
||||
Net actuarial gains (losses) occurring during the year
|
71,075
|
|
|
(63,118
|
)
|
|
1,991
|
|
|
414
|
|
||||
Prior service cost recognized due to curtailment
|
2,075
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net actuarial losses recognized due to curtailment
|
54,455
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Settlements
|
20,156
|
|
|
21,907
|
|
|
—
|
|
|
—
|
|
||||
Balance at end of year
|
$
|
(77,906
|
)
|
|
$
|
(239,823
|
)
|
|
$
|
(2,123
|
)
|
|
$
|
(4,049
|
)
|
(2)
|
Included in the consolidated balance sheets in pensions and other benefits and other post-retirement benefits are international plans.
|
(3)
|
Represents amounts in accumulated other comprehensive loss that have not yet been recognized as components of net periodic benefit cost.
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|
2013
|
|
2012
|
|
2011
|
||||||||||||
Components of net periodic benefit cost
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Service cost
|
$
|
11,616
|
|
|
$
|
11,446
|
|
|
$
|
10,854
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest cost
|
27,597
|
|
|
31,831
|
|
|
31,491
|
|
|
628
|
|
|
814
|
|
|
930
|
|
||||||
Expected return on plan assets
|
(35,746
|
)
|
|
(40,821
|
)
|
|
(40,735
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of prior service cost (1)
|
(313
|
)
|
|
258
|
|
|
259
|
|
|
(488
|
)
|
|
(517
|
)
|
|
(517
|
)
|
||||||
Recognized net actuarial loss
|
14,469
|
|
|
16,777
|
|
|
9,497
|
|
|
423
|
|
|
488
|
|
|
389
|
|
||||||
Curtailment loss
|
10,672
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Settlement loss
|
20,156
|
|
|
21,907
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Special termination benefits
|
38,733
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net periodic benefit cost
|
$
|
87,184
|
|
|
$
|
41,398
|
|
|
$
|
11,366
|
|
|
$
|
563
|
|
|
$
|
785
|
|
|
$
|
802
|
|
(1)
|
The annual amortization of prior service cost is determined as the increase in projected benefit obligation due to the plan change divided by the average remaining service period of participating employees expected to receive benefits under the plan.
|
|
2013
|
|
2012
|
||||
Projected benefit obligation
|
$
|
455,009
|
|
|
$
|
673,711
|
|
Accumulated benefit obligation
|
454,681
|
|
|
605,424
|
|
||
Fair value of plan assets
|
332,543
|
|
|
473,097
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||
Discount rate
|
5.09
|
%
|
|
4.21
|
%
|
|
5.09
|
%
|
|
4.21
|
%
|
Rate of compensation increase
|
N/A
|
|
|
3.25
|
%
|
|
N/A
|
|
|
N/A
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||
Discount rate
|
4.21
|
%
|
|
5.04
|
%
|
|
4.21
|
%
|
|
5.04
|
%
|
Expected long-term return on plan assets
|
8.05
|
%
|
|
8.25
|
%
|
|
N/A
|
|
|
N/A
|
|
Rate of compensation increase
|
3.25
|
%
|
|
3.25
|
%
|
|
N/A
|
|
|
N/A
|
|
|
2013
|
|
2012
|
||
Healthcare cost trend rate assumed for next year
|
7.5
|
%
|
|
8.0
|
%
|
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)
|
5.0
|
%
|
|
4.2
|
%
|
Year that rate reaches ultimate trend rate
|
2019
|
|
|
2099
|
|
|
One-Percentage-Point Increase
|
|
One-Percentage-Point Decrease
|
||||
Effect on total of service and interest cost
|
$
|
38
|
|
|
$
|
(35
|
)
|
Effect on post-retirement benefit obligation
|
678
|
|
|
(624
|
)
|
|
|
Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Cash and other
|
|
$
|
20,884
|
|
|
$
|
20,884
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Mutual funds:
|
|
|
|
|
|
|
|
|
||||||||
U.S. mid growth
|
|
13,477
|
|
|
13,477
|
|
|
—
|
|
|
—
|
|
||||
Equity securities:
|
|
|
|
|
|
|
|
|
||||||||
U.S. mid cap value
|
|
12,325
|
|
|
12,325
|
|
|
—
|
|
|
—
|
|
||||
U.S. small cap core
|
|
15,368
|
|
|
15,368
|
|
|
—
|
|
|
—
|
|
||||
International developed markets
|
|
30,327
|
|
|
30,327
|
|
|
—
|
|
|
—
|
|
||||
Fixed income securities:
|
|
|
|
|
|
|
|
|
||||||||
U.S. corporate bonds
|
|
37,414
|
|
|
—
|
|
|
37,414
|
|
|
—
|
|
||||
International corporate bonds
|
|
850
|
|
|
—
|
|
|
850
|
|
|
—
|
|
||||
U.S. government
|
|
3,358
|
|
|
—
|
|
|
3,358
|
|
|
—
|
|
||||
Other fixed income
|
|
893
|
|
|
—
|
|
|
893
|
|
|
—
|
|
||||
Emerging markets
|
|
14,335
|
|
|
—
|
|
|
14,335
|
|
|
—
|
|
||||
Common collective trusts:
|
|
|
|
|
|
|
|
|
||||||||
Real estate (a)
|
|
29,162
|
|
|
—
|
|
|
—
|
|
|
29,162
|
|
||||
Other (b)
|
|
139,720
|
|
|
—
|
|
|
139,720
|
|
|
—
|
|
||||
Alternative investments:
|
|
|
|
|
|
|
|
|
||||||||
Multi-strategy hedge funds (c)
|
|
22,637
|
|
|
—
|
|
|
—
|
|
|
22,637
|
|
||||
Private equity funds (d)
|
|
21,627
|
|
|
—
|
|
|
—
|
|
|
21,627
|
|
||||
Fair value of plan assets at end of year, prior to reduction for anticipated distributions
|
|
$
|
362,377
|
|
|
$
|
92,381
|
|
|
$
|
196,570
|
|
|
$
|
73,426
|
|
Anticipated distributions to be paid in 2014
|
|
$
|
(15,817
|
)
|
|
|
|
|
|
|
||||||
Fair value of plan assets at end of year
|
|
$
|
346,560
|
|
|
|
|
|
|
|
|
|
Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Cash and other
|
|
$
|
2,940
|
|
|
$
|
2,940
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Mutual funds:
|
|
|
|
|
|
|
|
|
||||||||
U.S. mid growth
|
|
18,898
|
|
|
18,898
|
|
|
—
|
|
|
—
|
|
||||
Equity securities:
|
|
|
|
|
|
|
|
|
||||||||
U.S. mid cap value
|
|
17,106
|
|
|
17,106
|
|
|
—
|
|
|
—
|
|
||||
U.S. small cap core
|
|
22,142
|
|
|
22,142
|
|
|
—
|
|
|
—
|
|
||||
International developed markets
|
|
47,900
|
|
|
47,900
|
|
|
—
|
|
|
—
|
|
||||
Fixed income securities:
|
|
|
|
|
|
|
|
|
||||||||
U.S. corporate bonds
|
|
64,835
|
|
|
—
|
|
|
64,835
|
|
|
—
|
|
||||
International corporate bonds
|
|
1,873
|
|
|
—
|
|
|
1,873
|
|
|
—
|
|
||||
U.S. government
|
|
2,010
|
|
|
—
|
|
|
2,010
|
|
|
—
|
|
||||
Other fixed income
|
|
624
|
|
|
—
|
|
|
624
|
|
|
—
|
|
||||
Emerging markets
|
|
23,292
|
|
|
—
|
|
|
23,292
|
|
|
—
|
|
||||
Common collective trusts:
|
|
|
|
|
|
|
|
|
||||||||
Real estate (a)
|
|
25,162
|
|
|
—
|
|
|
—
|
|
|
25,162
|
|
||||
Other (b)
|
|
194,594
|
|
|
—
|
|
|
194,594
|
|
|
—
|
|
||||
Alternative investments:
|
|
|
|
|
|
|
|
|
||||||||
Multi-strategy hedge funds (c)
|
|
28,377
|
|
|
—
|
|
|
—
|
|
|
28,377
|
|
||||
Private equity funds (d)
|
|
23,344
|
|
|
—
|
|
|
—
|
|
|
23,344
|
|
||||
Fair value of plan assets at end of year
|
|
$
|
473,097
|
|
|
$
|
108,986
|
|
|
$
|
287,228
|
|
|
$
|
76,883
|
|
(a)
|
Real estate common collective trust
The objective of the real estate common collective trust (CCT) is to achieve long-term returns through investments in a broadly diversified portfolio of improved properties with stabilized occupancies. As of
December 31, 2013
, investments in this CCT include approximately
45 percent
office,
23 percent
residential,
18 percent
retail and
14 percent
industrial, cash and other. As of
December 31, 2012
investments in this CCT include approximately
43 percent
office,
21 percent
residential,
17 percent
retail and
19 percent
industrial, cash and other. Investments in the real estate CCT can be redeemed once per quarter subject to available cash, with a
45-day notice
.
|
(b)
|
Other common collective trusts
At
December 31, 2013
, approximately
54 percent
of the other CCTs are invested in fixed income securities including approximately
29 percent
in mortgage-backed securities,
42 percent
in corporate bonds and
29 percent
in U.S. Treasury and other. Approximately
46 percent
of the other CCTs at
December 31, 2013
are invested in Russell 1000 Fund large cap index funds. At
December 31, 2012
, approximately
60 percent
of the other CCTs are invested in fixed-income securities including approximately
27 percent
in mortgage-backed securities,
42 percent
in corporate bonds and
31 percent
in U.S. Treasury and other. Approximately
40 percent
of the other CCTs at
December 31, 2012
are invested in Russell 1000 Fund large cap index funds. Investments in fixed-income securities can be redeemed
daily
.
|
(c)
|
Multi-strategy hedge funds
The objective of the multi-strategy hedge funds is to diversify risks and reduce volatility. At
December 31, 2013
and
2012
, investments in this class include approximately
35 percent
long/short equity in both years,
45 percent
and
40 percent
arbitrage and event investments, respectively, and
20 percent
and
25 percent
in directional trading, fixed income and other, respectively. Investments in the multi-strategy hedge fund can be redeemed semi-annually with
a 95-day notice
.
|
(d)
|
Private equity funds
The objective of the private equity funds is to achieve long-term returns through investments in a diversified portfolio of private equity limited partnerships that offer a variety of investment strategies, targeting low volatility and low correlation to traditional asset classes. As of
December 31, 2013
and
2012
, investments in these private equity funds include approximately
50 percent
, in both years, in buyout private equity funds that usually invest in mature companies with established business plans,
25 percent
in both years, in special situations private equity and debt funds that focus on niche investment strategies and
25 percent
in both years, in venture private equity funds that invest in early development or expansion of business. Investments in the private equity fund can be redeemed only with written consent from the general partner, which may or may not be granted. At
December 31, 2013
and
2012
, the Company had unfunded commitments of underlying funds of
$5,529
in both years.
|
|
|
2013
|
|
2012
|
||||
Balance, January 1
|
|
$
|
76,883
|
|
|
$
|
66,598
|
|
Acquisitions
|
|
—
|
|
|
6,088
|
|
||
Dispositions
|
|
(12,850
|
)
|
|
(2,479
|
)
|
||
Realized and unrealized gain, net
|
|
9,393
|
|
|
6,676
|
|
||
Balance, December 31
|
|
$
|
73,426
|
|
|
$
|
76,883
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||
Amount of net prior service credit
|
$
|
(156
|
)
|
|
$
|
(226
|
)
|
Amount of net loss
|
$
|
3,131
|
|
|
$
|
202
|
|
|
Pension Benefits
|
|
Other Benefits
|
|
Other Benefits
after Medicare
Part D Subsidy
|
||||||
2014
|
$
|
28,253
|
|
|
$
|
1,695
|
|
|
$
|
1,519
|
|
2015
|
27,439
|
|
|
1,632
|
|
|
1,461
|
|
|||
2016
|
27,613
|
|
|
1,574
|
|
|
1,410
|
|
|||
2017
|
27,838
|
|
|
1,512
|
|
|
1,356
|
|
|||
2018
|
28,238
|
|
|
1,433
|
|
|
1,286
|
|
|||
2019-2023
|
146,370
|
|
|
5,905
|
|
|
5,311
|
|
|
Employees hired prior
to July 1, 2003
|
|
Employees hired on
or after July 1, 2003
|
Effective January 1, 2011 - December 31, 2011
|
25% of first 6%
|
|
55% of first 6%
|
Effective January 1, 2012 - December 31, 2013
|
30% of first 6%
|
|
60% of first 6%
|
|
|
Total
|
|
Real Estate
|
|
Vehicles and Equipment (a)
|
||||||
2014
|
|
$
|
36,216
|
|
|
$
|
25,160
|
|
|
$
|
11,056
|
|
2015
|
|
24,713
|
|
|
19,385
|
|
|
5,328
|
|
|||
2016
|
|
18,837
|
|
|
15,185
|
|
|
3,652
|
|
|||
2017
|
|
10,318
|
|
|
8,416
|
|
|
1,902
|
|
|||
2018
|
|
6,358
|
|
|
5,682
|
|
|
676
|
|
|||
Thereafter
|
|
16,144
|
|
|
16,022
|
|
|
122
|
|
|||
|
|
$
|
112,586
|
|
|
$
|
89,850
|
|
|
$
|
22,736
|
|
|
2013
|
|
2012
|
||||
Balance at January 1
|
$
|
81,751
|
|
|
$
|
63,355
|
|
Current period accruals (1)
|
58,736
|
|
|
74,015
|
|
||
Current period settlements
|
(57,288
|
)
|
|
(55,619
|
)
|
||
Balance at December 31
|
$
|
83,199
|
|
|
$
|
81,751
|
|
|
|
2013
|
|
2012
|
||||
Interest expense
|
|
$
|
(6,406
|
)
|
|
$
|
(4,934
|
)
|
Foreign exchange gain (loss), net
|
|
10,900
|
|
|
(2,852
|
)
|
||
Total
|
|
$
|
4,494
|
|
|
$
|
(7,786
|
)
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Cost of sales - services
|
|
$
|
27,107
|
|
|
$
|
6,226
|
|
|
$
|
10,678
|
|
Cost of sales - products
|
|
1,256
|
|
|
(1,849
|
)
|
|
3,905
|
|
|||
Selling and administrative expense
|
|
22,561
|
|
|
9,037
|
|
|
11,607
|
|
|||
Research, development and engineering expense
|
|
6,091
|
|
|
1,827
|
|
|
(8
|
)
|
|||
Total
|
|
$
|
57,015
|
|
|
$
|
15,241
|
|
|
$
|
26,182
|
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Severance
|
|
|
|
|
|
|
||||||
NA
|
|
$
|
46,582
|
|
|
$
|
10,773
|
|
|
$
|
4,000
|
|
AP
|
|
1,986
|
|
|
326
|
|
|
499
|
|
|||
EMEA
|
|
1,231
|
|
|
(276
|
)
|
|
18,785
|
|
|||
LA
|
|
268
|
|
|
184
|
|
|
—
|
|
|||
Brazil
|
|
3,820
|
|
|
3,878
|
|
|
—
|
|
|||
Total Severance
|
|
53,887
|
|
|
14,885
|
|
|
23,284
|
|
|||
|
|
|
|
|
|
|
||||||
Other
|
|
|
|
|
|
|
||||||
NA
|
|
1,988
|
|
|
—
|
|
|
239
|
|
|||
AP
|
|
573
|
|
|
(20
|
)
|
|
173
|
|
|||
EMEA
|
|
567
|
|
|
376
|
|
|
2,486
|
|
|||
Total Other
|
|
3,128
|
|
|
356
|
|
|
2,898
|
|
|||
Total
|
|
$
|
57,015
|
|
|
$
|
15,241
|
|
|
$
|
26,182
|
|
Balance at January 1, 2011
|
$
|
3,340
|
|
Liabilities incurred
|
26,182
|
|
|
Liabilities paid/settled
|
(19,386
|
)
|
|
Balance at December 31, 2011
|
$
|
10,136
|
|
Liabilities incurred
|
15,241
|
|
|
Liabilities paid/settled
|
(13,533
|
)
|
|
Balance at December 31, 2012
|
$
|
11,844
|
|
Liabilities incurred
|
57,015
|
|
|
Liabilities paid/settled
|
(33,570
|
)
|
|
Balance at December 31, 2013
|
$
|
35,289
|
|
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||||||||||||||||
|
|
|
|
Fair Value Measurements Using
|
|
|
|
Fair Value Measurements Using
|
||||||||||||||||
|
|
Fair Value
|
|
Level 1
|
|
Level 2
|
|
Fair Value
|
|
Level 1
|
|
Level 2
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Short-term investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Certificates of deposit
|
|
$
|
215,010
|
|
|
$
|
215,010
|
|
|
$
|
—
|
|
|
$
|
258,518
|
|
|
$
|
258,518
|
|
|
$
|
—
|
|
U.S. dollar indexed bond funds
|
|
27,978
|
|
|
—
|
|
|
27,978
|
|
|
3,368
|
|
|
—
|
|
|
3,368
|
|
||||||
Assets held in rabbi trusts
|
|
10,377
|
|
|
10,377
|
|
|
—
|
|
|
6,783
|
|
|
6,783
|
|
|
—
|
|
||||||
Foreign exchange forward contracts
|
|
1,382
|
|
|
—
|
|
|
1,382
|
|
|
960
|
|
|
—
|
|
|
960
|
|
||||||
Total
|
|
$
|
254,747
|
|
|
$
|
225,387
|
|
|
$
|
29,360
|
|
|
$
|
269,629
|
|
|
$
|
265,301
|
|
|
$
|
4,328
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Deferred compensation
|
|
$
|
10,377
|
|
|
$
|
10,377
|
|
|
$
|
—
|
|
|
$
|
6,783
|
|
|
$
|
6,783
|
|
|
$
|
—
|
|
Foreign exchange forward contracts
|
|
364
|
|
|
—
|
|
|
364
|
|
|
913
|
|
|
—
|
|
|
913
|
|
||||||
Interest rate swaps
|
|
2,351
|
|
|
—
|
|
|
2,351
|
|
|
3,558
|
|
|
—
|
|
|
3,558
|
|
||||||
Total
|
|
$
|
13,092
|
|
|
$
|
10,377
|
|
|
$
|
2,715
|
|
|
$
|
11,254
|
|
|
$
|
6,783
|
|
|
$
|
4,471
|
|
|
|
December 31, 2013
|
December 31, 2012
|
|||||||||||||
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
||||||||
Notes payable
|
|
$
|
43,791
|
|
|
$
|
43,791
|
|
|
$
|
34,212
|
|
|
$
|
34,212
|
|
Long-term debt
|
|
489,499
|
|
|
480,242
|
|
|
630,450
|
|
|
617,534
|
|
||||
Total debt instruments
|
|
$
|
533,290
|
|
|
$
|
524,033
|
|
|
$
|
664,662
|
|
|
$
|
651,746
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Total customer revenues
|
|
|
|
|
|
||||||
Domestic vs. international
|
|
|
|
|
|
||||||
Domestic
|
$
|
1,364,105
|
|
|
$
|
1,533,674
|
|
|
$
|
1,341,167
|
|
Percentage of total revenue
|
47.7
|
%
|
|
51.3
|
%
|
|
47.3
|
%
|
|||
International
|
1,493,386
|
|
|
1,458,019
|
|
|
1,494,681
|
|
|||
Percentage of total revenue
|
52.3
|
%
|
|
48.7
|
%
|
|
52.7
|
%
|
|||
Total customer revenues
|
$
|
2,857,491
|
|
|
$
|
2,991,693
|
|
|
$
|
2,835,848
|
|
|
|
|
|
|
|
||||||
Revenue summary by service and product solution
|
|
|
|
|
|
||||||
Financial self-service:
|
|
|
|
|
|
||||||
Services
|
$
|
1,188,937
|
|
|
$
|
1,199,325
|
|
|
$
|
1,140,872
|
|
Products
|
1,028,031
|
|
|
1,112,576
|
|
|
996,673
|
|
|||
Total financial self-service
|
2,216,968
|
|
|
2,311,901
|
|
|
2,137,545
|
|
|||
Security:
|
|
|
|
|
|
||||||
Services
|
448,123
|
|
|
427,007
|
|
|
411,474
|
|
|||
Products
|
170,766
|
|
|
196,630
|
|
|
194,028
|
|
|||
Total security
|
618,889
|
|
|
623,637
|
|
|
605,502
|
|
|||
Total financial self-service &
security |
2,835,857
|
|
|
2,935,538
|
|
|
2,743,047
|
|
|||
Election and lottery systems
|
21,634
|
|
|
56,155
|
|
|
92,801
|
|
|||
Total customer revenues
|
$
|
2,857,491
|
|
|
$
|
2,991,693
|
|
|
$
|
2,835,848
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Revenue summary by segment
|
|
|
|
|
|
||||||
NA
|
$
|
1,415,050
|
|
|
$
|
1,590,532
|
|
|
$
|
1,405,018
|
|
AP
|
479,129
|
|
|
427,542
|
|
|
422,491
|
|
|||
EMEA
|
362,167
|
|
|
325,489
|
|
|
345,534
|
|
|||
LA
|
241,770
|
|
|
258,079
|
|
|
222,568
|
|
|||
Brazil
|
359,375
|
|
|
390,051
|
|
|
440,237
|
|
|||
Total customer revenues
|
$
|
2,857,491
|
|
|
$
|
2,991,693
|
|
|
$
|
2,835,848
|
|
|
|
|
|
|
|
||||||
Intersegment revenues
|
|
|
|
|
|
||||||
NA
|
$
|
76,306
|
|
|
$
|
57,240
|
|
|
$
|
73,399
|
|
AP
|
99,268
|
|
|
113,116
|
|
|
78,791
|
|
|||
EMEA
|
46,011
|
|
|
43,204
|
|
|
60,419
|
|
|||
Total intersegment revenues
|
$
|
221,585
|
|
|
$
|
213,560
|
|
|
$
|
212,609
|
|
|
|
|
|
|
|
||||||
Segment operating profit
|
|
|
|
|
|
||||||
NA
|
$
|
252,737
|
|
|
$
|
294,996
|
|
|
$
|
276,546
|
|
AP
|
62,760
|
|
|
62,414
|
|
|
74,790
|
|
|||
EMEA
|
44,507
|
|
|
28,659
|
|
|
15,978
|
|
|||
LA
|
35,218
|
|
|
44,472
|
|
|
40,425
|
|
|||
Brazil
|
6,321
|
|
|
3,304
|
|
|
36,119
|
|
|||
Total segment operating profit
|
$
|
401,543
|
|
|
$
|
433,845
|
|
|
$
|
443,858
|
|
Corporate charges not allocated to segments (1)
|
(262,840
|
)
|
|
(259,259
|
)
|
|
(251,346
|
)
|
|||
Asset impairment charges
|
(72,017
|
)
|
|
(15,783
|
)
|
|
(2,962
|
)
|
|||
Restructuring charges
|
(57,015
|
)
|
|
(15,241
|
)
|
|
(26,182
|
)
|
|||
Net non-routine expenses
|
(127,931
|
)
|
|
(42,133
|
)
|
|
(16,479
|
)
|
|||
|
(519,803
|
)
|
|
(332,416
|
)
|
|
(296,969
|
)
|
|||
Operating (loss) profit
|
$
|
(118,260
|
)
|
|
$
|
101,429
|
|
|
$
|
146,889
|
|
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||||||||||||||||||
|
2013
|
|
2012
(2)
|
|
2013
|
|
2012
(2)
|
|
2013
|
|
2012
(2)
|
|
2013
|
|
2012
(2)
|
||||||||||||||||
Net sales
|
$
|
633,511
|
|
|
$
|
698,491
|
|
|
$
|
707,113
|
|
|
$
|
743,188
|
|
|
$
|
705,424
|
|
|
$
|
709,919
|
|
|
$
|
811,443
|
|
|
$
|
840,095
|
|
Gross profit
|
130,014
|
|
|
191,607
|
|
|
157,416
|
|
|
183,936
|
|
|
172,805
|
|
|
171,577
|
|
|
180,121
|
|
|
182,500
|
|
||||||||
(Loss) income from continuing
operations
|
(13,882
|
)
|
|
44,752
|
|
|
(103,852
|
)
|
|
26,580
|
|
|
(20,204
|
)
|
|
16,851
|
|
|
(38,584
|
)
|
|
(5,513
|
)
|
||||||||
Loss from discontinued
operations, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,125
|
)
|
||||||||
Net (loss) income
|
(13,882
|
)
|
|
44,752
|
|
|
(103,852
|
)
|
|
26,580
|
|
|
(20,204
|
)
|
|
16,851
|
|
|
(38,584
|
)
|
|
(8,638
|
)
|
||||||||
Net (loss) income attributable to
noncontrolling interests
|
(436
|
)
|
|
802
|
|
|
1,183
|
|
|
1,290
|
|
|
1,486
|
|
|
630
|
|
|
2,850
|
|
|
3,220
|
|
||||||||
Net (loss) income attributable to
Diebold, Incorporated
|
$
|
(13,446
|
)
|
|
$
|
43,950
|
|
|
$
|
(105,035
|
)
|
|
$
|
25,290
|
|
|
$
|
(21,690
|
)
|
|
$
|
16,221
|
|
|
$
|
(41,434
|
)
|
|
$
|
(11,858
|
)
|
Basic earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
(Loss) income from continuing
operations, net of tax
|
$
|
(0.21
|
)
|
|
$
|
0.70
|
|
|
$
|
(1.65
|
)
|
|
$
|
0.40
|
|
|
$
|
(0.34
|
)
|
|
$
|
0.26
|
|
|
$
|
(0.65
|
)
|
|
$
|
(0.14
|
)
|
Loss from discontinued
operations, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.05
|
)
|
||||||||
Net (loss) income attributable to
Diebold, Incorporated
|
$
|
(0.21
|
)
|
|
$
|
0.70
|
|
|
$
|
(1.65
|
)
|
|
$
|
0.40
|
|
|
$
|
(0.34
|
)
|
|
$
|
0.26
|
|
|
$
|
(0.65
|
)
|
|
$
|
(0.19
|
)
|
Diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
(Loss) income from continuing
operations, net of tax
|
$
|
(0.21
|
)
|
|
$
|
0.69
|
|
|
$
|
(1.65
|
)
|
|
$
|
0.39
|
|
|
$
|
(0.34
|
)
|
|
$
|
0.25
|
|
|
$
|
(0.65
|
)
|
|
$
|
(0.14
|
)
|
Loss from discontinued
operations, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.05
|
)
|
||||||||
Net (loss) income attributable to
Diebold, Incorporated
|
$
|
(0.21
|
)
|
|
$
|
0.69
|
|
|
$
|
(1.65
|
)
|
|
$
|
0.39
|
|
|
$
|
(0.34
|
)
|
|
$
|
0.25
|
|
|
$
|
(0.65
|
)
|
|
$
|
(0.19
|
)
|
Basic weighted-average shares
outstanding (in thousands)
|
63,311
|
|
|
62,725
|
|
|
63,700
|
|
|
63,064
|
|
|
63,825
|
|
|
63,211
|
|
|
63,928
|
|
|
63,230
|
|
||||||||
Diluted weighted-average shares
outstanding (in thousands) (1)
|
63,311
|
|
|
63,333
|
|
|
63,700
|
|
|
64,035
|
|
|
63,825
|
|
|
64,134
|
|
|
63,928
|
|
|
63,230
|
|
•
|
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
|
•
|
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP;
|
•
|
provide reasonable assurance that receipts and expenditures of the Company are being made only in accordance with appropriate authorization of management and the Board of Directors; and
|
•
|
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements.
|
•
|
Conduct a review of account reconciliation processes to align those processes with system functionality to reduce the risk of future errors.
|
•
|
Conduct additional focused training on the Company’s account reconciliation policies and procedures to reinforce discipline and improve operating effectiveness.
|
*10.17
|
Form of Deferred Shares Agreement — incorporated by reference to Exhibit 10.5 to Registrant’s Form 8-K filed on September 21, 2009 (Commission File No. 1-4879)
|
*10.18
|
Diebold, Incorporated Senior Leadership Severance Plan (For Tier I, Tier II, and Tier III Executives) — incorporated by reference to Exhibit 10.31 to Registrant’s Form 10-Q filed on April 30, 2012 (Commission File No. 1-4879)
|
*10.19
|
Executive Employment Agreement, dated as of June 6, 2013, by and between Diebold, Incorporated and Andreas W. Mattes - incorporated by reference to Exhibit 10.1 to Registrant’s Form 8-K filed on June 6, 2013 (Commission File No. 1-4879)
|
*10.20
|
CEO Common Shares Award Agreement — incorporated by reference to Exhibit 4.5 to Registrant’s Form S-8 filed on August 15, 2013 (Registration Statement No. 333-190626)
|
21.1
|
Subsidiaries of the Registrant as of December 31, 2013
|
23.1
|
Consent of Independent Registered Public Accounting Firm
|
24.1
|
Power of Attorney
|
31.1
|
Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
31.2
|
Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
32.1
|
Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350
|
32.2
|
Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350
|
101.INS
|
XBRL Instance Document
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
*
|
Reflects management contract or other compensatory arrangement required to be filed as an exhibit pursuant to Item 15(b) of this annual report.
|
|
|
(b)
|
Refer to page
96
of this annual report on Form 10-K for an index of exhibits, which is incorporated herein by reference.
|
Signature
|
Title
|
Date
|
|||
|
|
|
|||
/s/ Andreas W. Mattes
|
President and Chief Executive Officer
(Principal Executive Officer)
|
March 3, 2014
|
|||
Andreas W. Mattes
|
|
||||
|
|
|
|||
/s/ Christopher A. Chapman
|
Vice President, Global Finance
(Principal Financial Officer)
|
March 3, 2014
|
|||
Christopher A. Chapman
|
|
||||
|
|
|
|||
/s/ Christopher Macey
|
Vice President and Corporate Controller
(Principal Accounting Officer)
|
March 3, 2014
|
|||
Christopher Macey
|
|
||||
|
|
|
|||
/s/ Patrick W. Allender
|
Director
|
|
March 3, 2014
|
||
Patrick W. Allender
|
|
|
|
||
|
|
|
|||
/s/ Roberto Artavia
|
Director
|
|
March 3, 2014
|
||
Roberto Artavia
|
|
|
|
||
|
|
|
|||
/s/ Bruce L. Byrnes
|
Director
|
|
March 3, 2014
|
||
Bruce L. Byrnes
|
|
|
|
||
|
|
|
|||
*
|
Director
|
|
March 3, 2014
|
||
Phillip R. Cox
|
|
|
|
||
|
|
|
|||
*
|
Director
|
|
March 3, 2014
|
||
Richard L. Crandall
|
|
|
|
||
|
|
|
|||
*
|
Director
|
|
March 3, 2014
|
||
Gale S. Fitzgerald
|
|
|
|
||
|
|
|
|||
/s/ Robert S. Prather, Jr.
|
Director
|
March 3, 2014
|
|||
Robert S. Prather, Jr.
|
|
|
|||
|
|
|
|||
*
|
Director
|
March 3, 2014
|
|||
Rajesh K. Soin
|
|
|
|||
|
|
|
|
||
*
|
Director
|
|
March 3, 2014
|
||
Henry D.G. Wallace
|
|
|
|
|
|
|
|
|
|
||
/s/ Alan J. Weber
|
Director
|
|
March 3, 2014
|
||
Alan J. Weber
|
|
|
|
|
*
|
The undersigned, by signing his name hereto, does sign and execute this Annual Report on Form 10-K pursuant to the Powers of Attorney executed by the above-named officers and directors of the Registrant and filed with the Securities and Exchange Commission on behalf of such officers and directors.
|
|
Balance at beginning of year
|
|
Additions
|
|
Deductions
|
|
Balance at
end of year
|
||||||
Year ended December 31, 2013
|
|
|
|
|
|
|
|
||||||
Allowance for doubtful accounts
|
$
|
27,854
|
|
|
13,411
|
|
|
16,393
|
|
|
$
|
24,872
|
|
|
|
|
|
|
|
|
|
||||||
Year ended December 31, 2012
|
|
|
|
|
|
|
|
||||||
Allowance for doubtful accounts
|
$
|
22,128
|
|
|
13,597
|
|
|
7,871
|
|
|
$
|
27,854
|
|
|
|
|
|
|
|
|
|
||||||
Year ended December 31, 2011
|
|
|
|
|
|
|
|
||||||
Allowance for doubtful accounts
|
$
|
24,868
|
|
|
10,928
|
|
|
13,668
|
|
|
$
|
22,128
|
|
EXHIBIT NO.
|
DOCUMENT DESCRIPTION
|
10.1(ii)
|
Form of Amended and Restated Employment Agreement (2013)
|
21.1
|
Significant Subsidiaries of the Registrant as of December 31, 2013
|
23.1
|
Consent of Independent Registered Public Accounting Firm
|
24.1
|
Power of Attorney
|
31.1
|
Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
31.2
|
Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
32.1
|
Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350
|
32.2
|
Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350
|
101.INS
|
XBRL Instance Document
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
1.
|
Certain Definitions
. For the purposes of this Agreement, the following terms shall have the respective meanings set forth below:
|
(a)
|
“
Cause
” means that, prior to any termination pursuant to Section 5(c) hereof, the Employee shall have committed:
|
(1)
|
an intentional act of fraud, embezzlement or theft in connection with his duties or in the course of his employment with the Company or any Subsidiary;
|
(2)
|
intentional wrongful damage to property of the Company or any Subsidiary;
|
(3)
|
intentional wrongful disclosure of secret processes or confidential information of the Company or any Subsidiary; or
|
(4)
|
intentional wrongful engagement in any competitive activity which would constitute a material breach of the duty of loyalty (“
Competitive Activity
”);
|
(b)
|
“
Change in Control
” means the occurrence of any of the following during the Term:
|
(1)
|
The Company is merged or consolidated or reorganized into or with another corporation or other legal person, and as a result of such merger, consolidation or reorganization less than a majority of the combined voting power of the then-outstanding securities of such corporation or person immediately after such transaction is held in the aggregate by the holders of Voting Stock (as that term is hereafter defined) of the Company immediately prior to such transaction;
|
(2)
|
The Company sells or otherwise transfers all or substantially all of its assets to any other corporation or other legal person, and as a result of such sale or transfer less than a majority of the combined voting power of the then-outstanding securities of such corporation or person immediately after such sale or transfer is held in the aggregate by the holders of Voting Stock of the Company immediately prior to such sale or transfer;
|
(3)
|
There is a report filed on Schedule 13D or Schedule 14D-1 (or any successor schedule, form or report), each as promulgated pursuant to the Securities Exchange Act of 1934, as amended (the “
Exchange Act
”), disclosing that any person (as the term “person” is used in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act) has become the beneficial owner (as the term “beneficial owner” is defined under Rule 13(d)(3) or any successor rule or regulation promulgated under the Exchange Act) of securities representing 20% or more of the combined voting power of the then-outstanding securities entitled to vote generally in the election of directors of the Company (“
Voting Stock
”);
|
(4)
|
The Company files a report or proxy statement with the Securities and Exchange Commission pursuant to the Exchange Act disclosing in response to Form 8-K or Schedule 14A (or any successor schedule, form or report or item therein) that a change in control of the Company has or may have occurred or will or may occur in the future pursuant to any then-existing contract or transaction; or
|
(5)
|
If during any period of two consecutive years, individuals who at the beginning of any such period constitute the Directors of the Company cease for any reason to constitute at least a majority thereof, unless the election, or the nomination for election by the Company’s stockholders, of each Director of the Company first elected during such period was approved by a vote of at least two-thirds of the Directors of the Company then still in office who were Directors of the Company at the beginning of any such period.
|
(c)
|
“
Date of Termination
” means the date on which the Employee incurs a “separation from service” within the meaning of Section 409A of the Code.
|
(d)
|
“
Disabled
” means the Employee has become permanently disabled within the meaning of, and begins actually to receive disability benefits pursuant to, the long-term disability plan in effect for key employees of the Company and its Subsidiaries immediately prior to the Change in Control
|
(e)
|
“
Good Reason
” means:
|
(1)
|
Failure to elect, reelect or otherwise maintain the Employee in the offices or positions in the Company or any Subsidiary which the Employee held immediately prior to a Change in Control, or the removal of the Employee as a director of the Company (or any successor thereto) if the Employee shall have been a director of the Company immediately prior to the Change in Control;
|
(2)
|
A material reduction in the nature or scope of the responsibilities or duties attached to the position or positions with the Company and its Subsidiaries which the Employee held immediately prior to the Change in Control, a material reduction in the aggregate of the Employee’s Base Pay and Incentive Pay opportunity received from the Company, or the termination of the Employee’s rights to any material Employee Benefits to which he was entitled immediately prior to the Change in Control or a material reduction in scope or value thereof without the prior written consent of the Employee;
|
(3)
|
The liquidation, dissolution, merger, consolidation or reorganization of the Company or transfer of all or a significant portion of its business and/or assets, unless the successor or successors (by liquidation, merger, consolidation, reorganization or otherwise) to which all or a significant portion of its business and/or assets have been transferred (directly or by operation of law) shall have assumed all duties and obligations of the Company under this Agreement pursuant to Section 13 hereof;
|
(4)
|
The Company shall relocate its principal executive offices, or the Company or any Subsidiary shall require the Employee to have his principal location of work changed, to any location which is in excess of 50 miles from the location thereof immediately prior to the Charge in Control or the Company or any Subsidiary shall require the Employee to travel away from his office in the course of discharging his responsibilities or duties hereunder significantly more (in terms of either consecutive days or aggregate days in any calendar year) than was required of him prior to the Change in Control without, in either case, his prior written consent; or
|
(5)
|
Without limiting the generality or the effect of the foregoing, any material breach of this Agreement by the Company or any successor thereto.
|
(f)
|
“
Subsidiary
” means a corporation, company or other entity (i) more than 50 percent of whose outstanding shares or securities (representing the right to vote for the election of directors or other managing authority) are, or (ii) which does not have outstanding shares or securities (as may be the case in a partnership, joint venture or unincorporated association), but more than 50 percent of whose ownership interest representing the right generally to make decisions for such other entity is, now or hereafter owned or controlled, directly or indirectly, by the Company, but such corporation, company or other entity shall be deemed to be a Subsidiary only so long as such ownership or control exists.
|
(g)
|
“
Term
” means the period commencing as of the date hereof and expiring as of the the close of business on [
December 31, 2016
], provided, however, that (i) commencing on [
January 1, 2014
] and each January 1 thereafter, the Term shall automatically be extended for an additional year unless, not later than September 30 of the immediately preceding year, the Company or the Employee shall have given notice that it or he, as the case may be, does not wish to have the Term extended
and (ii) upon a Change in Control, the Term shall be extended to the third anniversary of such Change in Control. Notwithstanding the foregoing, subject to Section 12 hereof, if, at any time prior to a Change in Control, the Employee for any reason is no longer an employee of the Company or a Subsidiary, thereupon the Term shall be deemed to have expired.
|
2.
|
Acknowledgment of Consideration
. The Employee agrees that this Agreement was entered into for good and valuable consideration, including, but not limited to, one or more of the following, which the Employee acknowledges is sufficient consideration for the Employee’s promises in and performance under this Agreement; (1) the Company’s
|
3.
|
Employment Prior to a Change in Control
. Prior to a Change in Control, the following terms shall govern the Employee’s employment.
|
(a)
|
Employment At-Will
. The Employee is employed on an at-will basis. This means that either the Company or the Employee may terminate the Employee’s employment at any time, with or without notice, and with or without reason. The Employee understands and agrees that nothing in this Agreement constitutes an express or implied contract, or any promise or commitment, guaranteeing continued employment with the Company. The Company reserves the sole right to interpret, administer, change, revise, amend, or abolish any or all employment compensation, benefits, policies, procedures, or practices at any time, with or without notice.
|
(b)
|
General Employment Duties
. The Employee agrees to diligently perform his or her job duties as may be assigned by the Company to the best of his or her ability. The Employee will keep informed of the Company’s policies, procedures, and practices, and will comply with them at all times. The Employee also agrees that, while employed by the Company, the Employee shall not engage in any activity that might impair or otherwise interfere with the proper performance of the Employee’s duties or responsibilities.
|
4.
|
Employment Following a Change in Control
. Effective only upon a Change in Control, the following terms shall apply:
|
(a)
|
The Employee shall devote substantially all of his time during normal business hours (subject to vacations, sick leave and other absences in accordance with the policies of the Company and its Subsidiaries as in effect for key employees immediately prior to the Change in Control) to the business and affairs of the Company and its Subsidiaries, but nothing in this Agreement shall preclude the Employee from devoting reasonable periods of time during normal business hours to (i) serving as a director, trustee or member of or participant in any organization or business so long as such activity would not constitute Competitive Activity (as that term is hereafter defined), (ii) engaging in charitable and community activities, or (iii) managing his personal investments.
|
(b)
|
For his services pursuant to Section 4(a) hereof, the Employee shall (i) be paid an annual base salary at a rate not less than the Employee’s annual fixed or base compensation (payable monthly or otherwise as in effect for key employees of the Company immediately prior to the occurrence of a Change in Control) or such higher rate as may be approved from time to time by the Board, the Compensation Committee thereof or management (which base salary at such rate is herein referred to as “
Base Pay
”) and (ii) have a bona fide opportunity to earn an annual amount equal to not less than the annual bonus, incentive or other opportunity for payments of cash compensation in addition to the amounts referred to in clause (i) above made or to be made in regard to services rendered in any calendar year during the year in which the Change in Control occurred pursuant to any bonus, incentive, profit-sharing, performance, discretionary pay or similar policy, plan, program or arrangement of the Company or any Subsidiary or any successor thereto providing an annual cash bonus opportunity at least as great as the cash bonus opportunity payable thereunder (in both value and achievability) prior to a Change in Control (“
Incentive Pay
”), provided, however, that with the prior written consent of the Employee, nothing herein shall preclude a change in the mix between Base Pay and Incentive Pay so long as the aggregate annual cash compensation opportunity for the Employee in any one calendar year is not reduced in connection therewith or as a result thereof, and provided further, however, that in no event shall any increase in the Employee’s aggregate cash compensation or any portion thereof in any way diminish any other obligation of the Company under this Agreement.
|
(c)
|
For his services pursuant to Section 4(a) hereof, the Employee shall be a full participant in, and shall be entitled to the perquisites, benefits and service credit for benefits as provided under, any and all employee retirement income and welfare benefit policies, plans, programs or arrangements in which key employees of the Company or its Subsidiaries participate, including without limitation any stock option, stock purchase, stock appreciation, restricted stock grant, savings, pension, supplemental retirement or other retirement income or welfare benefit, deferred compensation, group and/or executive life, health, medical/hospital or other insurance (whether funded by actual insurance or self-insured by the Company or any Subsidiary), disability, salary continuation, expense reimbursement and other employee benefit policies, plans, programs or arrangements that may now exist or any equivalent successor policies, plans, programs, or arrangements that may be adopted hereafter by the Company or any Subsidiary providing perquisites, benefits and service
|
5.
|
Termination of Employment Following a Change in Control
.
|
(a)
|
Death or Disability
. The Employee’s employment shall terminate automatically if the Employee dies or becomes Disabled following a Change in Control.
|
(b)
|
Cause
. The Company may terminate the Employee’s employment for Cause following a Change in Control.
|
(c)
|
Good Reason
. The Employee’s employment may be terminated by the Employee for Good Reason or by the Employee voluntarily without Good Reason following a Change in Control.
|
(d)
|
Notice of Termination
. Any termination by the Company for Cause, or by the Employee for Good Reason, shall be communicated by Notice of Termination to the other party hereto given in accordance with Section 14(b). “
Notice of Termination
” means a written notice that (1) indicates the specific termination provision in this Agreement relied upon, (2) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Employee’s employment under the provision so indicated, and (3) if the termination date is other than the date of receipt of such notice, specifies the termination date (which termination date shall be not more than 30 days after the giving of such notice). The failure by the Employee or the Company to set forth in the Notice of Termination any fact or circumstance that contributes to a showing of Good Reason or Cause shall not waive any right of the Employee or the Company, respectively, hereunder or preclude the Employee or the Company, respectively, from asserting such fact or circumstance in enforcing the Employee’s or the Company’s respective rights hereunder.
|
6.
|
Obligations of the Company upon Certain Terminations Following a Change in Control
.
|
(a)
|
Good Reason; Other Than for Cause
. If, during the three year period following a Change in Control, (X) the Company terminates the Employee’s employment other than for Cause, death, or Disability or (Y) the Employee resigns for Good Reason:
|
(1)
|
the Company shall pay to the Employee (or the Employee’s estate or beneficiary, in the event of the Employee’s death), at the time specified herein, (except as otherwise provided by Section 14(d)), the following amounts:
|
(A)
|
a lump sum payment equal to the sum of (i) one times the Base Pay of the Employee plus (ii) one times the target annual bonus of the Employee, in lieu of any further payments to the Employee for periods subsequent to the Date of Termination (collectively, the “
Severance Payment
”), payable within five business days following the Date of Termination;
|
(B)
|
commencing on the Date of Termination and continuing until the earlier of (i) the expiration of the first anniversary of the Date of Termination, (ii) the Employee’s death, or (iii) the Employee’s attainment of age 65 (such time period, the "
Benefits Period
"), the Company shall continue to provide the Employee with medical, dental, vision, and prescription drug benefits (collectively “health benefits”) and life insurance benefits substantially similar to those which the Employee was receiving or entitled to receive immediately prior to the Date of Termination (and if and to the extent that such benefits shall not or cannot be paid or provided under any policy, plan, program or arrangement of the Company or its Subsidiaries solely due to the fact that the Employee is no longer an officer or employee of the Company and its Subsidiaries, then the Company shall itself pay or provide for the payment to the Employee, his dependents and beneficiaries, such health benefits and life insurance benefits). The Employee shall pay the cost, on an after-tax basis, for the continued health benefit coverage, on or about January 31 of the year following the year in which the Date of Termination occurs and continuing on or about each January 31 until the year following the last year of the Benefits Period, and concurrently therewith the Company will make a payment to the Employee such that, after
|
(C)
|
a lump sum payment in an amount equal to the additional benefits that the Employee would have accrued under each qualified or nonqualified pension, profit sharing, deferred compensation or supplemental plan maintained by the Company for the Employee’s benefit had the Employee continued his employment with the Company for one additional year following his Date of Termination, assuming the Employee was fully vested under such plans, payable within five business days following the Date of Termination.
|
7.
|
Security for Paymen
t.
|
(a)
|
Trust Agreements
. To ensure that the provisions of Sections 6 and 9 of this Agreement can be enforced by the Employee, two agreements (“
Trust Agreement
” and “
Trust Agreement No. 2
”) dated as of February 10, 1989, have been established between National City Bank, a national banking association (“Trustee”) and the Company. The Trust Agreement sets forth the terms and conditions relating to payment from the Trust Agreement of the Severance Payment and other Employee Benefits pursuant to Section 6(a)(1)(A) and (B) hereof owed by the Company, and Trust Agreement No. 2 sets forth the terms and conditions relating to payment from Trust Agreement No. 2 of attorneys’ and related fees and expenses pursuant to Section 9 hereof owed by the Company. Employee shall make demand on the Company for any payments due Employee pursuant to Section 9 hereof prior to making demand therefor on the Trustee under the Trust Agreement No. 2. Payments by such Trustee shall discharge the Company’s liability under Section 9 hereof only to the extent that trust assets are used to satisfy such liability.
|
(b)
|
Obligation of the Company to Fund Trusts
. Upon the earlier to occur of (X) a Change in Control that involves a transaction that was not approved by the Board, and was not recommended to the Company’s shareholders by the Board, (Y) a declaration by the Board that the Trusts should be funded in connection with a Change in Control that involves a transaction that was approved by the Board, or was recommended to shareholders by the Board, or (Z) a declaration by the Board that a Change in Control is imminent, the Company shall promptly to the extent it has not previously done so and to the extent the amount contributed would not be treated as property transferred in connection with the performances of services for purposes of Section 83 of the Code, as provided in Section 409A(b)(3) of the Code, and in any event within five (5) business days:
|
(1)
|
transfer to the Trustee to be added to the principal of the trust under the Trust Agreement a sum equal to the aggregate value on the date of the Change in Control of the Severance Payment and Employee Benefits which could become payable to Employee under the provisions of Section 6(a)(1)(A) and (B) hereof, provided, however, that the Company shall not be required to transfer, in the aggregate, to the trust under the Trust Agreement a sum in excess of the maximum amount authorized by its Board by resolutions on February 10, 1989, which resolutions contemplate the funding of the trust under the Trust Agreement. Any Severance Payment or other payment of Employee Benefits by the Trustee pursuant to the Trust Agreement shall, to the extent thereof, discharge the Company’s obligation to pay the Severance Payment and other Employee Benefits hereunder, it being the intent of the Company that assets in such Trust be held as security for the Company’s obligation to pay the Severance Payment and other Employee Benefits under this Agreement, and
|
(2)
|
transfer to the Trustee to be added to the principal of the trust under Trust Agreement No. 2 the sum of Two Million Dollars ($2,000,000). Any payments of attorneys’ and related fees and expenses, which are the obligation of the Company under Section 9 hereof, by the Trustee pursuant to Trust Agreement No. 2 shall, to the extent thereof, discharge the Company’s obligation hereunder, it being
|
8.
|
No Set-Off; Company’s Obligations; Mitigation.
The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense, or other claim, right or action that the Company may have against the Employee or others. In no event shall the Employee be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Employee under any of the provisions of this Agreement, and such amounts shall not be reduced whether or not the Employee obtains other employment.
|
9.
|
Indemnification of Legal Fees
. Effective only upon a Change in Control, it is the intent of the Company that the Employee not be required to incur the expenses associated with the enforcement of his rights following such a Change in Control under this Agreement by litigation or other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Employee hereunder following a Change in Control. Accordingly, following a Change in Control if it should appear to the Employee that the Company has failed to comply with any of its obligations under this Agreement which arose following a Change in Control or in the event that the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any litigation designed to deny, or to recover from, the Employee the benefits intended to be provided to the Employee hereunder, the Company irrevocably authorizes the Employee from time to time to retain counsel of his choice, at the expense of the Company as hereafter provided, to represent the Employee in connection with the initiation or defense of any litigation or other legal action, whether by or against the Company, or any Subsidiary, Director, officer, stockholder or other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Employee’s entering into an attorney-client relationship with such counsel, and in that connection the Company and the Employee agree that a confidential relationship shall exist between the Employee and such counsel. Following a Change in Control, the Company shall pay or cause to be paid and shall be solely responsible for any and all attorneys’ and related fees and expenses incurred by the Employee as a result of the Company’s failure to perform this Agreement or any provision hereof or as a result of the Company or any person contesting the validity or enforceability of this Agreement or any provision hereof as aforesaid, provided any such reimbursement of attorneys’ and related fees and expenses shall be made not later than December 31 of the year following the year in which the Employee incurred the expense
|
10.
|
Section 280G
.
|
(a)
|
In the event that any payment or benefit received or to be received by the Employee (including any payment or benefit received in connection with a Change in Control or the termination of the Employee’s employment pursuant to the terms of this Agreement) (all such payments and benefits, together, the “
Total Payments
”) would be subject (in whole or part), to any excise tax imposed under Section 4999 of the Code, or any successor provision thereto (the “
Excise Tax
”), then, after taking into account any reduction in the Total Payments provided by reason of Section 280G of the Code in such other plan, program, arrangement or agreement, the Company will reduce the Total Payments to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax (but in no event to less than zero); provided, however, that the Total Payments will only be reduced if (i) the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state, municipal and local income taxes on such reduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such reduced Total Payments), is greater than or equal to (ii) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state, municipal and local income taxes on such Total Payments and the amount of Excise Tax to which the Employee would be subject in respect of such unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced Total Payments.
|
(b)
|
In the case of a reduction in the Total Payments, the Total Payments will be reduced in the following order: (i) payments that are payable in cash that are valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced (if necessary, to zero), with amounts that are payable last reduced first; (ii) payments and benefits due in respect of any equity valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24) will next be reduced; (iii) payments that are payable in cash that are valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24, with amounts that are payable last reduced first, will next be reduced; (iv) payments and benefits due in respect of any equity valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24, with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24) will next
|
(c)
|
For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax: (i) no portion of the Total Payments the receipt or enjoyment of which the Employee shall have waived at such time and in such manner as not to constitute a “payment” within the meaning of Section 280G(b) of the Code will be taken into account; (ii) no portion of the Total Payments will be taken into account which, in the opinion of tax counsel (“
Tax Counsel
”) reasonably acceptable to the Employee and selected by the accounting firm which was, immediately prior to the Change of Control, the Company’s independent auditor (the “
Auditor
”), does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, no portion of such Total Payments will be taken into account which, in the opinion of Tax Counsel, constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as set forth in Section 280G(b)(3) of the Code) that is allocable to such reasonable compensation; and (iii) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments will be determined by the Auditor in accordance with the principles of Sections 280G(d)(3) and (4) of the Code.
|
(d)
|
At the time that payments are made under this Agreement, the Company will provide the Employee with a written statement setting forth the manner in which such payments were calculated and the basis for such calculations, including any opinions or other advice the Company received from Tax Counsel, the Auditor, or other advisors or consultants (and any such opinions or advice which are in writing will be attached to the statement). All such calculations and opinions shall be binding on the Company and the Employee.
|
11.
|
Covenants of Employee
.
|
(a)
|
Intellectual Property
.
|
(1)
|
Definition
. As used in this Agreement, the term “
Intellectual Property
” means all inventions, improvements, works of authorship, and innovations, whether patentable or not, that are conceived or made by the Employee, either alone or jointly with others, during the Employee’s employment with the Company, and that: (a) relate to the Company’s business, research, or development activities (whether current or anticipated); (b) result from any work performed by the Employee for the Company; or (c) result from the use of the Company’s time, resources, technology or trade secrets.
|
(2)
|
Duty to Disclose
. The Employee agrees to promptly disclose and deliver to the Company, in writing, all such Intellectual Property.
|
(3)
|
Ownership
. The Employee agrees that all Intellectual Property shall be owned by the Company, or its designee(s), to the maximum extent permitted by applicable laws. The Employee agrees that, to the maximum extent permitted by applicable laws, any Intellectual Property disclosed by the Employee to a third person, or described in a patent application filed by or on behalf of the Employee, within six (6) months following the Employee’s employment with the Company shall be presumed to have been conceived and made by the Employee during his or her employment with the Company, and shall be owned by the Company unless proved to have been conceived and made following the termination of the Employee’s employment with the Company and without the use of the Company’s resources or trade secrets.
|
(4)
|
Duty to Secure Title, Rights, and Interest
. The Employee agrees, without additional compensation, to make application for United States or foreign letters patents, execute and deliver assignments, and take any and all other such action(s) necessary or desirable, both during and subsequent to the Employee’s employment with the Company, to obtain, defend, and/or vest rights, title, and interest in Intellectual Property in the Company or its designees, and their successors and assigns.
|
(5)
|
Representation Regarding Proprietary Rights
. The Employee certifies that, at the time of entering into this Agreement, the Employee has no proprietary rights (whether granted or pending) that pertain to any of the Company’s current or anticipated future business, research or technology.
|
(b)
|
Proprietary Information
.
|
(1)
|
Definition
. As used in this Agreement, the term “
Proprietary Information
” means information possessed by the Company or a parent, predecessor, subsidiary, joint venture, or partnership of the Company, or any other entity whose assets, stock, or business activities have been acquired by the Company (collectively, the “
Related Companies
”), whether developed by the Employee or otherwise, that is not generally known publicly and that has value, gives the Company or its Related Companies a competitive advantage or otherwise qualifies as a “trade secret” under applicable laws. Proprietary Information includes information that has been provided to the Company or its Related Companies by a third party and that is subject to restrictions on disclosure and/or use. Proprietary Information will generally include, but is not limited to, research, software, engineering drawings, service documentation, competitive intelligence, supplier names and data, customer information, business strategies, planned acquisitions or divestitures, quotations, discounts, data compilations, items marked as “confidential”, “secret”, “proprietary” or “privileged”, and any other information the Company has not publicly disseminated. In the event the Employee is unsure if something is to be treated as Proprietary Information, the Employee shall treat it as such until expressly advised otherwise by an officer of the Company.
|
(2)
|
Receipt and Use of Proprietary Information
. The Employee acknowledges that the performance of his or her duties will require the receipt and use of Proprietary information. The Company promises to provide the Employee with Proprietary Information, including, but not limited to, marketing or sales strategies; business strategies; information about the methods of operation, compensation plans, and future business plans of the Company or its Related Companies; and information concerning the Company and its Related Companies’ business relationships with their customers, potential customers, and employees of those customers and potential customers (including customer and potential customer lists, and the Company and its Related Companies’ goodwill with those persons). If the Employee is already employed by the Company, the Company will continue to provide the Employee with one or more of the foregoing and also will provide the Employee with one or more of the foregoing of a different nature than that already provided or promised.
|
(3)
|
Non-Disclosure
. In exchange for the Employee’s receipt and use of the Company and/or its Related Companies’ Proprietary Information as described in Section 11(b)(2) of this Agreement, and in consideration of the Employee’s employment or continued employment with the Company and the compensation and benefits arising from that employment or continued employment, and for other valuable consideration, the Employee agrees not to directly or indirectly, either during employment with the Company or thereafter, use or disclose Proprietary information to or for the benefit of any person not authorized by the Company to receive or benefit from such Proprietary Information.
|
(4)
|
Company Property
. Upon termination of employment with the Company, or at any other time upon the Company’s request, the Employee shall deliver promptly to the Company all property of the Company and its Related Companies, as well as any property of the Company or its Related Companies’ customers and suppliers, that is in the Employee’s possession or subject to the Employee’s control, including, but not limited to, any materials, whether hardcopy or electronic files, that contain Proprietary Information (collectively, “
Company Property
”). The Employee further agrees not to keep any iterations of Company Property, or retain any partial or full copies of any Proprietary Information after the Employee’s termination of employment.
|
(5)
|
Previous Employer
. The Employee agrees not to disclose, or use in activities the Employee performs for the Company, any trade secrets or other intellectual property that is the property of any previous employer of the Employee, or of any third party who has not authorized the Company to use such trade secrets or other intellectual property.
|
(6)
|
Representation Regarding Previous Disclosure
. The Employee represents and warrants that he or she has made no use or disclosure of Proprietary Information prior to the date of this Agreement that was not for the benefit of and that was not expressly authorized by the Company or its Related Companies and that, as of the date of this Agreement, the Employee is not aware of any unauthorized possession, use, or disclosure of any Proprietary Information or intellectual Property.
|
(c)
|
Non-Competition and Non-Solicitation
.
|
(1)
|
Purpose
. To protect the Proprietary Information the Employee receives, and in consideration of receiving that Proprietary Information and compensation and benefits from the Company, and for other valuable consideration, the Employee agrees to the following non-competition and non-solicitation covenants.
|
(2)
|
Non-Competition During Employment
. While employed by the Company, the Employee shall not engage in any activity which competes, directly or indirectly, with the Company or its Related Companies in any way, nor will the Employee engage in any activity which might impair or otherwise interfere with the proper performance of the Employee’s duties or responsibilities nor will the Employee engage in any activity which is detrimental to the interests of the Company or any of its Related Companies.
|
(3)
|
Non-Competition Post-Termination
. For a period of one (1) year following the Employee’s termination from employment with the Company, whether the termination is by the Employee or the Company and regardless of the reason, the Employee shall not, directly or indirectly, engage in any Competing Business Activity (as defined below in this Section 11(c)(3)), within those territories and customer accounts assigned to the Employee during the last two (2) years of his or her employment with the Company.
|
(4)
|
Non-Solicitation of Customers
. If the Employee’s duties while employed by the Company involve selling, negotiating the Sales (as defined below in this Section 11(c)(4)), promoting, marketing or providing support and services on behalf of the Company and its Related Companies to their customers and prospective customers, then for a period of one (1) year following the Employee’s termination from employment with the Company, whether the termination is by the Employee or by the Company, and regardless of the reason, the Employee shall not: (a) directly or indirectly solicit, or assist others in soliciting, business from any Restricted Customer (as defined below in this Section 11(c)(4)); or (b) in any manner make, attempt to make, or assist others in making Sales of products or services that are in competition with the Company’s products or services to any Restricted Customer.
|
(5)
|
Non-Solicitation of Employees
. For a period of one (1) year following the Employee’s termination from employment with the Company, whether the termination is by the Employee or by the Company, and regardless of the reason, the Employee shall not directly or indirectly solicit or induce any employee, officer, or agent of the Company, or any of its Related Companies, to terminate employment therewith.
|
(6)
|
Hiring Employees
. For a period of one (1) year following the Employee’s termination from employment with the Company, whether the termination is by the Employee or by the Company, and regardless of the reason, the Employee shall not employ or assist in employing in any Competing Business Activity any person who is, or has been during the one (1) year period prior to such individual’s association with the Employee, an employee, officer, or agent of the Company or its Related Companies.
|
(7)
|
Duty to Disclose
. The Employee agrees to communicate the Employee’s obligations under this Agreement to each new employer, which shall include providing each new employer with a copy of this Agreement.
|
(8)
|
California Law
. To the extent that California law is deemed to govern this Agreement, the restrictions set forth in Sections 11(c)(3), (4), (5), and (6) of this Agreement do not apply to the Employee. Moreover, nothing in this Section 11(c)(8) or in this Agreement shall relieve the
|
(d)
|
Reasonableness of Restrictions
. The Employee acknowledges that he or she has carefully considered the nature and extent of the restrictions upon him or her, and the rights and remedies conferred upon the Company in this Agreement, and acknowledges and agrees that the same: (a) are reasonable in scope, territory, and duration; (b) are designed to eliminate competition which otherwise would be unfair to the Company or its Related Companies; (c) do not stifle his or her inherent skill and experience; (d) would not operate as a bar to his or her sole means of support; (e) are fully required to protect the legitimate interests of the Company and its Related Companies; and (f) do not confer a benefit upon the Company or its Related Companies disproportionate to the detriment of the Employee.
|
12.
|
Employment Rights
. Nothing expressed or implied in this Agreement shall create any right or duty on the part of the Company or the Employee to have the Employee remain in the employment of the Company or any Subsidiary prior to any Change in Control, provided, however, that any termination of employment of the Employee or the removal of the Employee from such Employee’s office or position following the commencement of any discussion with a third person that ultimately results in a Change in Control shall be deemed to be a termination or removal of the Employee after a Change in Control for purposes of this Agreement.
|
13.
|
Successors.
|
(a)
|
The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business and/or assets of the Company, by agreement in form and substance satisfactory to the Employee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any persons acquiring directly or indirectly all or substantially all of the business and/or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor shall thereafter be deemed the “Company” for the purposes of this Agreement), but shall not otherwise be assignable, transferable or delegable by the Company.
|
(b)
|
This Agreement shall inure to the benefit of and be enforceable by the Employee’s personal or legal representatives, executors, administrators, successors, heirs, distributees and/or legatees.
|
(c)
|
This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Section 13(a) hereof. Without limiting the generality of the foregoing, the Employee’s right to receive payments hereunder shall not be assignable, transferable or delegable, whether by pledge, creation of a security interest or otherwise, other than by a transfer by his will or by the laws of descent and distribution and, in the event of any attempted assignment or transfer contrary to this Section 13(c), the Company shall have no liability to pay any amount so attempted to be assigned, transferred or delegated.
|
(d)
|
The Company and the Employee recognize that each party will have no adequate remedy at law for breach by the other of any of the agreements contained herein and, in the event of any such breach, the Company and the Employee hereby agree and consent that the other shall be entitled to a decree of specific performance, mandamus or other appropriate remedy to enforce performance of this Agreement.
|
14.
|
Miscellaneous.
|
(a)
|
The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Ohio, without giving effect to the principles of conflict of laws of such State.
|
(b)
|
Any notices, requests, demands, or other communications provided for by this Agreement shall be sufficient if in writing and if sent by registered or certified mail to the Employee at the last address he or she has filed in writing with the Company or, in the case of the Company, at its principal offices.
|
(c)
|
The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement. Any invalid or unenforceable provision shall be deemed severed from this Agreement to the extent of its invalidity or unenforceability, and this Agreement shall be construed and enforced as if the Agreement did not contain that particular provision to the extent of its invalidity or unenforceability, provided that in lieu of any such invalid or unenforceable term or provision,
|
(d)
|
The intent of the parties is that payments and benefits under this Agreement comply with Section 409A of the Code to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered to be in compliance therewith. Notwithstanding any provisions of this Agreement to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Employee shall not be considered to have terminated employment with the Company for purposes of this Agreement and no payments shall be due to the Employee under Section 6 of this Agreement until the Employee would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. For purposes of this Agreement, each amount to be paid or benefit to be provided shall be construed as a separate identified payment for purposes of Section 409A of the Code, and any payments that are due within the “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. To the extent required to avoid an accelerated or additional tax under Section 409A of the Code, amounts reimbursable to the Employee under this Agreement shall be paid to the Employee on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to the Employee) during any one year may not affect amounts reimbursable or provided in any subsequent year; provided, however, that with respect to any reimbursements for any taxes which the Employee would become entitled to under the terms of the Agreement, the payment of such reimbursements shall be made by the Company no later than the end of the calendar year following the calendar year in which the Employee remits the related taxes were incurred. Notwithstanding any provisions of this Agreement to the contrary, if the Employee is a “specified employee” (within the meaning of Section 409A of the Code and determined pursuant to any policies adopted by the Company consistent with Section 409A of the Code (a “
Specified Employee
”)), at the time of the Employee’s separation from service and if any portion of the payments or benefits to be received by the Employee upon separation from service would be considered deferred compensation under Section 409A of the Code and cannot be paid or provided to the Employee during the six-month period immediately following the Employee’s separation from service without the Executive incurring taxes, interest or penalties under Section 409A of the Code, such amounts that would otherwise be payable pursuant to this Agreement and benefits that would otherwise be provided pursuant to this Agreement, in each case, during the six-month period immediately following the Employee’s separation from service will instead be paid or made available on the earlier of (i) first business day after the date that is six months following the Employee’s separation from service and (ii) the Executive’s death.
|
(e)
|
The Company may withhold from any amounts payable under this Agreement all federal, state, city or other taxes as shall be required pursuant to any law or government regulation or ruling.
|
(f)
|
The Employee authorizes the Company to conduct drug tests and background checks on the Employee during the Employee’s employment with the Company at times determined by the Company. Failure to successfully complete each drug test and background check is reason for immediate termination.
|
(g)
|
No provisions of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by the Employee and the Company. No waiver by either party hereto at any time of any breach by the other party hereto or compliance with any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.
|
(h)
|
The Employee and the Company acknowledge that, except as provided in any other written agreement between the Employee and the Company, the employment of the Employee by the Company is “at will” and, prior to the occurrence of a Change in Control, the Employee’s employment may be terminated by either the Employee or the Company at any time, in which case the Employee shall have no further rights under this Agreement. This Agreement represents the entire agreement between the parties relating to the subject matter hereof and replaces any and all prior agreements pertaining thereto. No agreements or representations, oral or otherwise, expressed or implied with respect to the subject matter hereof have been made by either party which are not set forth expressly in this Agreement.
|
|
Diebold, incorporated:
/s/_____________________
By:
Title:
|
|
EMPLOYEE:
/s/_____________________
EMPLOYEE
|
Domestic
|
Jurisdiction under which organized
|
Percent of voting securities owned by Registrant
|
Diebold Australia Holding Company, Inc.
|
Delaware
|
100%
|
Diebold Enterprise Security Systems, Inc.
|
New York
|
100%
|
Diebold Eras, Incorporated
|
Ohio
|
100%
|
Diebold Global Finance Corporation
|
Delaware
|
100%
|
Diebold Holding Company, Inc.
|
Delaware
|
100%
|
Diebold Latin America Holding Company, LLC
|
Delaware
|
100%
|
Diebold Mexico Holding Company, Inc.
|
Delaware
|
100%
|
Diebold Netherlands Holding Company, LLC
|
Delaware
|
100%(1)
|
Diebold Self-Service Systems
|
New York
|
100%(2)
|
Diebold Software Solutions, Inc.
|
Delaware
|
100%
|
Diebold Southeast Manufacturing, Inc.
|
Delaware
|
100%
|
Diebold SST Holding Company, Inc.
|
Delaware
|
100%
|
Impexa LLC
|
Texas
|
100%(3)
|
FirstLine, Inc.
|
California
|
100%
|
Mayfair Software Distribution, Inc.
|
Delaware
|
100%
|
VDM Holding Company, Inc.
|
Delaware
|
100%
|
Verdi & Associates, Inc.
|
New York
|
100%
|
|
|
|
International
|
Jurisdiction under which organized
|
Percent of voting securities owned by Registrant
|
Altus Bilisim Hizmetleri Anonim Sirketi
|
Turkey
|
100%(36)
|
Bitelco Diebold Chile Limitada
|
Chile
|
100%(21)
|
C.R. Panama, Inc.
|
Panama
|
100%(11)
|
Cable Print B.V.B.A.
|
Belgium
|
100%(38)
|
Caribbean Self Service and Security LTD.
|
Barbados
|
50%(10)
|
Central de Alarmas Adler, S.A. de C.V.
|
Mexico
|
100%(20)
|
D&G ATMS y Seguridad de Costa Rica Ltda.
|
Costa Rica
|
99.99%(34)
|
D&G Centroamerica y GBM de Nicaragua y Compañia Ltda.
|
Nicaragua
|
99%(32)
|
D&G Centroamerica, S. de R.L.
|
Panama
|
51%(30)
|
D&G Dominicana S.A.
|
Dominican Republic
|
99.85%(33)
|
D&G Honduras S. de R.L.
|
Honduras
|
99%(32)
|
D&G Panama S. de R.L.
|
Panama
|
99.99%(34)
|
DB & GB de El Salvador Limitada
|
El Salvador
|
99%(32)
|
DB&G ATMs Seguridad de Guatemala, Limitada
|
Guatemala
|
99%(32)
|
DCHC, S.A.
|
Panama
|
100%(11)
|
Diebold (Thailand) Company Limited
|
Thailand
|
100%(4)
|
Diebold Africa (Pty) Ltd.
|
South Africa
|
100%(18)
|
Diebold Africa Investment Holdings Pty. Ltd.
|
South Africa
|
100%(27)
|
Diebold Argentina, S.A.
|
Argentina
|
100%(11)
|
Diebold ATM Cihazlari Sanayi Ve Ticaret A.S.
|
Turkey
|
100%(16)
|
Diebold Australia Pty. Ltd.
|
Australia
|
100%(4)
|
Diebold Belgium B.V.B.A
|
Belgium
|
100%(17)
|
Diebold Bolivia S.R. L.
|
Bolivia
|
100%(31)
|
Diebold Brasil LTDA
|
Brazil
|
100%(29)
|
Diebold Brasil Servicos de Tecnologia e Participacoes Ltda
|
Brazil
|
100%(23)
|
Diebold Canada Holding Company Inc.
|
Canada
|
100%
|
Diebold Colombia S.A.
|
Colombia
|
100%(14)
|
Diebold Ecuador SA
|
Ecuador
|
100%(19)
|
Diebold EMEA Holding C.V.
|
Netherlands
|
100%(28)
|
Diebold EMEA Processing Centre Limited
|
United Kingdom
|
100%
|
Diebold Financial Equipment Company (China), Ltd.
|
Peoples Republic of China
|
85%(25)
|
Diebold France SARL
|
France
|
100%(5)
|
Diebold Hungary Ltd.
|
Hungary
|
100%(37)
|
Diebold Hungary Self-Service Solutions, Ltd.
|
Hungary
|
100%
|
Diebold International Limited
|
United Kingdom
|
100%(5)
|
Diebold Italia S.p.A.
|
Italy
|
100%(13)
|
Diebold Kazakhstan LLP
|
Kazakhstan
|
100%(5)
|
Diebold Mexico, S.A. de C.V.
|
Mexico
|
100%(3)
|
Diebold Netherlands B.V.
|
Netherlands
|
100%(5)
|
Diebold OLTP Systems, C.A.
|
Venezuela
|
50%(10)
|
Diebold One UK Limited
|
United Kingdom
|
100%
|
Diebold Osterreich Selbstbedienungssysteme GmbH
|
Austria
|
100%(5)
|
Diebold Pacific, Limited
|
Hong Kong
|
100%
|
Diebold Panama, Inc.
|
Panama
|
100%(11)
|
Diebold Paraguay S.A.
|
Paraguay
|
100%(21)
|
Diebold Peru S.r.l
|
Peru
|
100%(11)
|
Diebold Philippines, Inc.
|
Philippines
|
100%
|
Diebold Physical Security Pty. Ltd.
|
Australia
|
100%(7)
|
Diebold Poland S.p. z.o.o.
|
Poland
|
100%(5)
|
Diebold Portugal — Solucoes de Automatizacao, Limitada
|
Portugal
|
100%(5)
|
Diebold Selbstbedienyngssysteme (Schweiz) GmbH
|
Switzerland
|
100%(5)
|
Diebold Self Service Solutions Limited Liability Company
|
Switzerland
|
100%(15)
|
Diebold Self-Service Ltd.
|
Russia
|
100%(5)
|
Diebold Singapore Pte. Ltd.
|
Singapore
|
100%
|
Diebold Software Solutions UK Ltd.
|
United Kingdom
|
100%(9)
|
Diebold South Africa (Pty) Ltd.
|
South Africa
|
74.9%(26)
|
Diebold Spain, S.L.
|
Spain
|
100%(22)
|
Diebold Switzerland Holding Company, LLC
|
Switzerland
|
100%
|
Diebold Systems Private Limited
|
India
|
100%(8)
|
Diebold Uruguay S.A.
|
Uruguay
|
100%(11)
|
Diebold Vietnam Company Limited
|
Vietnam
|
100%
|
Diebold — Corp Systems Sdn. Bhd.
|
Malaysia
|
100%
|
GAS Tecnologia
|
Brazil
|
100%(35)
|
J.J.F. Panama, Inc.
|
Panama
|
100%(11)
|
P.T. Diebold Indonesia
|
Indonesia
|
100%(6)
|
Procomp Amazonia Industria Eletronica S.A.
|
Brazil
|
100%(12)
|
Procomp Industria Eletronica LTDA
|
Brazil
|
100%(24)
|
The Diebold Company of Canada, Ltd.
|
Canada
|
100%
|
(1
|
)
|
100 percent of voting securities are owned by Diebold Australia Holding Company, LLC, which is 100% owned by Registrant.
|
|
|
|
(2
|
)
|
70 percent of partnership interest is owned by Diebold Holding Company, Inc., which is 100 percent owned by Registrant, while the remaining 30 percent partnership interest is owned by Diebold SST Holding Company, Inc., which is 100 percent owned by Registrant.
|
|
|
|
(3
|
)
|
100 percent of voting securities are owned by Diebold Mexico Holding Company, Inc., which is 100 percent owned by Registrant.
|
|
|
|
(4
|
)
|
100 percent of voting securities are owned by Diebold EMEA Holding C.V. (refer to 28 for ownership).
|
|
|
|
(5
|
)
|
100 percent of voting securities are owned by Diebold Self-Service Solutions Limited Liability Company, which is 100 percent owned by Diebold Switzerland Holding Company, LLC, which is 100 percent owned by Registrant.
|
|
|
|
(6
|
)
|
88.9 percent of voting securities are owned by Registrant, and 11.1 percent of voting securities are owned by Diebold Pacific, Limited, which is 100 percent owned by Registrant.
|
|
|
|
(7
|
)
|
100 percent of voting securities are owned by Diebold Australia Pty. Ltd., which is 100 percent owned by Diebold Australia Holding Company, Inc. (refer to 4 for ownership).
|
|
|
|
(8
|
)
|
99.98 percent of voting securities are owned by Registrant, while the remaining .02 percent of voting securities is owned by Diebold Holding Company, Inc., which is 100% owned by Registrant.
|
|
|
|
(9
|
)
|
100 percent of voting securities are owned by Diebold Software Solutions, Inc., which is 100 percent owned by Registrant.
|
|
|
|
(10
|
)
|
50 percent of voting securities are owned by Diebold Latin America Holding Company, LLC, which is 100 percent owned by Registrant.
|
|
|
|
(11
|
)
|
100 percent of voting securities are owned by Diebold Latin America Holding Company, LLC, which is 100 percent owned by Registrant.
|
|
|
|
(12
|
)
|
99.99 percent of voting securities are owned by Diebold Brasil LTDA, which is 100 percent owned by Diebold Latin America Holding Company, LLC, which is 100 percent owned by Registrant, while the remaining .01 percent is owned by Registrant.
|
|
|
|
(13
|
)
|
100 percent of voting securities are owned by Diebold International Limited, which is 100 percent owned by Diebold Self-Service Solutions Limited Liability Company, which is 100 percent owned by Diebold Switzerland Holding Company, LLC., which is 100 percent owned by Registrant.
|
|
|
|
(14
|
)
|
21.44 percent of voting securities are owned by Diebold Latin America Holding Company, LLC, which is 100 percent owned by Registrant; 16.78 percent of voting securities are owned by Diebold Panama, Inc., which is 100 percent owned by Diebold Latin America Holding Company, Inc., which is 100 percent owned by Registrant; 16.78 percent of voting securities are owned by DCHC SA, which is 100 percent owned by Diebold Latin America Holding Company, LLC, which is 100 percent owned by Registrant; 13.5 percent of voting securities are owned by J.J.F. Panama, Inc, which is 100 percent owned by Diebold Latin America Holding Company, LLC, which is 100 percent owned by Registrant; and the remaining 31.5 percent of voting securities are owned by C.R. Panama, Inc., which is 100 percent owned by Diebold Latin America Holding Company, LLC, which is 100 percent owned by Registrant.
|
|
|
|
(15
|
)
|
100 percent of voting securities are owned by Diebold Switzterland Holding Company, LLC, which is 100 percent owned by Registrant.
|
|
|
|
(16
|
)
|
50 percent of voting securities are owned by Diebold Netherlands B.V., which is 100 percent owned by Diebold Self-Service Solutions Limited Liability Company, while the remaining 50 percent of voting securities are owned by Diebold Self-Service Solutions Limited Liability Company, which is 100 percent owned by Diebold Switzerland Holding Company, LLC, which is 100 percent owned by Registrant.
|
|
|
|
(17
|
)
|
10 percent of voting securities are owned by Diebold Selbstbedienungssysteme GmbH, which is 100 percent owned by Diebold Self Service Solutions Limited Liability Company, while the remaining 90 percent of voting securities are owned by Diebold Self -Service Solutions Limited Liability Company, which is 100 percent owned by Diebold Switzerland Holding Company, LLC, which is 100 percent owned by Registrant.
|
|
|
|
(18
|
)
|
100 percent of voting securities are owned by Diebold Africa Investment Holdings Pty. Ltd., which is 100 percent owned by Diebold Switzerland Holding Company, LLC, which is 100 percent owned by Registrant.
|
|
|
(19
|
)
|
99.99 percent of voting securities are owned by Diebold Colombia SA (refer to 14 for ownership), while the remaining 0.01 percent of voting securities are owned by Diebold Latin America Holding Company, Inc., which is 100 percent owned by Registrant.
|
|
|
|
(20
|
)
|
.01 percent of voting securities are owned by Registrant, while 99.99 percent of voting securities are owned by Impexa LLC, which is 100 percent owned by Diebold Mexico Holding Company, Inc., which is 100 percent owned by Registrant.
|
|
|
|
(21
|
)
|
1 percent of voting securities are owned by Registrant, while 99 percent of voting securities are owned by Diebold Latin America Holding Company, LLC, which is 100 percent owned by Registrant.
|
|
|
|
(22
|
)
|
100 percent of voting securities are owned by VDM Holding Company, Inc., which is 100 percent owned by Registrant.
|
|
|
|
(23
|
)
|
99.99 percent of voting securities are owned by Diebold Canada Holding Company Inc., which is 100 percent owned by Registrant, while the remaining .01 percent is owned by Procomp Amazonia Industria Eletronica S.A. (refer to 12 for ownership).
|
|
|
|
(24
|
)
|
99.99 percent of voting securities are owned by Diebold Brasil Servicos e Participacoes Limitada (refer to 23 for ownership), while the remaining .01 percent are owned by Registrant.
|
|
|
|
(25
|
)
|
85 percent of voting securities are owned by Diebold Switzerland Holding Company, LLC, which is 100 percent owned by Registrant.
|
|
|
|
(26
|
)
|
74.9 percent of voting securities are owned by Diebold Africa Investment Holdings Pty. Ltd., which is 100 percent owned by Diebold Switzerland Holding Company, LLC, which is 100 percent owned by Registrant.
|
|
|
|
(27
|
)
|
100 percent of voting securities are owned by Diebold Switzerland Holding Company, LLC, which is 100 percent owned by Registrant.
|
|
|
|
(28
|
)
|
99 percent of voting securities are owned by Diebold Australia Holding Company, Inc., which is 100 percent owned by Registrant, and the remaining 1 percent is owned by Diebold Netherlands Holding Company, LLC (refer to 1 for ownership)
|
|
|
|
(29
|
)
|
99.99 percent of voting securities are owned by Diebold Latin America Holding Company, LLC, which is 100 percent owned by Registrant, while the remaining .01 percent are owned by Registrant.
|
|
|
|
(30
|
)
|
51 percent of voting securities are owned by Diebold Latin America Holding Company, Inc., which is 100 percent owned by Registrant.
|
|
|
|
(31
|
)
|
60 percent of voting securities are owned by Diebold Colombia, S.A. (refer to 14 for ownership) and 40 percent owned by Diebold Peru, S.r.L. (refer to 11 for ownership).
|
|
|
|
(32
|
)
|
99 percent of voting securities are owned by D&G Centroamerica, S. de R. L. (refer to 30 for ownership).
|
|
|
|
(33
|
)
|
99.85 percent of voting securities are owned by D&G Centroamerica, S. de R. L. (refer to 30 for ownership).
|
|
|
|
(34
|
)
|
99.99 percent of voting securities are owned by D&G Centroamerica, S. de R. L. (refer to 30 for ownership).
|
|
|
|
(35
|
)
|
99.99 percent of voting securities are owned by Procomp Industria Eletronica Ltda (refer to 24 for ownership), while the remaining .01 percent is owned by Diebold Brasil Ltda (refer to 29 for ownership).
|
|
|
|
(36
|
)
|
100 percent of voting securities are owned by Diebold ATM Cihazlari Sanayi Ve Ticaret A.S. (refer to 16 for ownership).
|
|
|
|
(37
|
)
|
99.98 percent of voting securities are owned by Diebold Self-Service Solutions Limited Liability Company (refer to 15 for ownership), while the remaining .02 percent is owned by Diebold Poland S.p. z.o.o. (refer to 5 for ownership).
|
|
|
|
(38
|
)
|
99.99 percent of voting securities are owned by Registrant, while the remaining .01 percent is owned by Diebold Holding Company, Inc., which is 100 percent owned by Registrant.
|
|
|
Signed in the presence of:
|
|
Signature
|
|
Date
|
|
|
|
|
|
/s/ Chad F. Hesse
|
|
/s/ Phillip R. Cox
|
|
March 3, 2014
|
|
|
Phillip R. Cox, Director
|
|
|
|
|
|
|
|
/s/ Chad F. Hesse
|
|
/s/ Richard L. Crandall
|
|
March 3, 2014
|
|
|
Richard L. Crandall, Director
|
|
|
|
|
|
|
|
/s/ Chad F. Hesse
|
|
/s/ Gale S. Fitzgerald
|
|
March 3, 2014
|
|
|
Gale S. Fitzgerald, Director
|
|
|
|
|
|
|
|
/s/ Chad F. Hesse
|
|
/s/ Rajesh K. Soin
|
|
March 3, 2014
|
|
|
Rajesh K. Soin, Director
|
|
|
|
|
|
|
|
/s/ Chad F. Hesse
|
|
/s/ Henry D.G. Wallace
|
|
March 3, 2014
|
|
|
Henry D.G. Wallace, Director
|
|
|
1)
|
I have reviewed this annual report on Form 10-K of Diebold, Incorporated;
|
2)
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3)
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4)
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5)
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
1)
|
I have reviewed this annual report on Form 10-K of Diebold, Incorporated;
|
2)
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3)
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4)
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a)
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designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5)
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
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a)
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all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b)
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any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.
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1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.
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