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, 2014
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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.
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•
|
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.
|
•
|
changes in the market acceptance of our services and products;
|
•
|
customer and competitor consolidation;
|
•
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changes in customer preferences;
|
•
|
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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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
|
•
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availability of purchased products.
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•
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fluctuations in currency exchange rates, particularly in China (renminbi), Brazil (real) and EMEA (euro);
|
•
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transportation delays and interruptions;
|
•
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political and economic instability and disruptions;
|
•
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the failure of foreign governments to abide by international agreements and treaties;
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•
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restrictions on the transfer of funds;
|
•
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the imposition of duties and tariffs;
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•
|
import and export controls;
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•
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changes in governmental policies and regulatory environments;
|
•
|
ensuring our compliance with U.S. laws and regulations, including the Foreign Corrupt Practices Act (FCPA);
|
•
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labor unrest and current and changing regulatory environments;
|
•
|
the uncertainty of product acceptance by different cultures;
|
•
|
the risks of divergent business expectations or cultural incompatibility inherent in establishing joint ventures with foreign partners;
|
•
|
difficulties in staffing and managing multi-national operations;
|
•
|
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;
|
•
|
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;
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•
|
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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•
|
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
|
•
|
achieving savings from supply chain and administration integration.
|
|
2014
|
|
2013
|
|
2012
|
||||||||||||||||||
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High
|
|
Low
|
|
High
|
|
Low
|
|
High
|
|
Low
|
||||||||||||
1st Quarter
|
$
|
40.78
|
|
|
$
|
32.05
|
|
|
$
|
33.30
|
|
|
$
|
27.59
|
|
|
$
|
40.38
|
|
|
$
|
29.21
|
|
2nd Quarter
|
$
|
41.45
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|
|
$
|
36.20
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|
|
$
|
33.95
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|
|
$
|
28.26
|
|
|
$
|
42.93
|
|
|
$
|
35.03
|
|
3rd Quarter
|
$
|
40.90
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|
|
$
|
35.00
|
|
|
$
|
35.40
|
|
|
$
|
27.89
|
|
|
$
|
38.49
|
|
|
$
|
31.48
|
|
4th Quarter
|
$
|
38.67
|
|
|
$
|
32.31
|
|
|
$
|
34.44
|
|
|
$
|
28.88
|
|
|
$
|
34.33
|
|
|
$
|
27.66
|
|
Full Year
|
$
|
41.45
|
|
|
$
|
32.05
|
|
|
$
|
35.40
|
|
|
$
|
27.59
|
|
|
$
|
42.93
|
|
|
$
|
27.66
|
|
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
|
|
1,834
|
|
|
$
|
35.01
|
|
|
—
|
|
|
2,426,177
|
|
November
|
|
114
|
|
|
28.99
|
|
|
—
|
|
|
2,426,177
|
|
|
December
|
|
174
|
|
|
38.65
|
|
|
—
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|
|
2,426,177
|
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Total
|
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2,122
|
|
|
$
|
34.99
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|
|
—
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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, 2014
. 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:
|
|
|
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
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(1)
|
There are twenty-five companies included in the company's first customized peer group, which are: Actuant Corp., Benchmark Electronics Inc., Brady Corp., Brink's Co., Convergys Corp., DTS Inc., Fidelity National Information Services Inc., 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., Pitney Bowes Inc., Sensata Technologies Holding NV, SPX Corp., Timken Co., Unisys Corp., Western Union Co. and Woodward Inc.
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(2)
|
The twenty-five companies included in the company's second customized peer group are: Actuant Corp., Allegion Plc, Benchmark Electronics Inc., Brady Corp., Brink's Co., Convergys Corp., DTS Inc., Fidelity National Information Services Inc., Fiserv Inc., Global Payments Inc., Harris Corp, International Game Technology, Intuit Inc., Lexmark International Inc., Logitech International Sa, Mettler-Toledo International Inc., NCR Corp., Netapp Inc., Outerwall Inc., Pitney Bowes Inc., Sensata Technologies Holding NV, Timken Co., Unisys Corp., Western Union Co. and Woodward Inc.
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
|
(in millions, except per share data)
|
||||||||||||||||||
Results of operations
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
3,051
|
|
|
$
|
2,857
|
|
|
$
|
2,992
|
|
|
$
|
2,836
|
|
|
$
|
2,824
|
|
Cost of sales
|
2,272
|
|
|
2,217
|
|
|
2,262
|
|
|
2,105
|
|
|
2,109
|
|
|||||
Gross profit
|
$
|
779
|
|
|
$
|
640
|
|
|
$
|
730
|
|
|
$
|
731
|
|
|
$
|
715
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Amounts attributable to Diebold, Incorporated
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations, net of tax
|
$
|
114
|
|
|
$
|
(182
|
)
|
|
$
|
77
|
|
|
$
|
143
|
|
|
$
|
(25
|
)
|
(Loss) income from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
1
|
|
|
1
|
|
|||||
Net income (loss) attributable to Diebold, Incorporated
|
$
|
114
|
|
|
$
|
(182
|
)
|
|
$
|
74
|
|
|
$
|
144
|
|
|
$
|
(24
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic earnings (loss) per common share
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations, net of tax
|
$
|
1.77
|
|
|
$
|
(2.85
|
)
|
|
$
|
1.22
|
|
|
$
|
2.23
|
|
|
$
|
(0.37
|
)
|
(Loss) income from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
(0.05
|
)
|
|
0.01
|
|
|
—
|
|
|||||
Net income (loss) attributable to Diebold, Incorporated
|
$
|
1.77
|
|
|
$
|
(2.85
|
)
|
|
$
|
1.17
|
|
|
$
|
2.24
|
|
|
$
|
(0.37
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted earnings (loss) per common share
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations, net of tax
|
$
|
1.76
|
|
|
$
|
(2.85
|
)
|
|
$
|
1.20
|
|
|
$
|
2.21
|
|
|
$
|
(0.37
|
)
|
(Loss) income from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
(0.05
|
)
|
|
0.01
|
|
|
—
|
|
|||||
Net income (loss) attributable to Diebold, Incorporated
|
$
|
1.76
|
|
|
$
|
(2.85
|
)
|
|
$
|
1.15
|
|
|
$
|
2.22
|
|
|
$
|
(0.37
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Number of weighted-average shares outstanding
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic shares
|
65
|
|
|
64
|
|
|
63
|
|
|
64
|
|
|
66
|
|
|||||
Diluted shares
|
65
|
|
|
64
|
|
|
64
|
|
|
65
|
|
|
66
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends
|
|
|
|
|
|
|
|
|
|
||||||||||
Common dividends paid
|
$
|
75
|
|
|
$
|
74
|
|
|
$
|
73
|
|
|
$
|
73
|
|
|
$
|
72
|
|
Common dividends paid per share
|
$
|
1.15
|
|
|
$
|
1.15
|
|
|
$
|
1.14
|
|
|
$
|
1.12
|
|
|
$
|
1.08
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Consolidated balance sheet data (as of period end)
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets
|
$
|
1,656
|
|
|
$
|
1,555
|
|
|
$
|
1,815
|
|
|
$
|
1,732
|
|
|
$
|
1,714
|
|
Current liabilities
|
$
|
1,028
|
|
|
$
|
894
|
|
|
$
|
857
|
|
|
$
|
838
|
|
|
$
|
823
|
|
Net working capital
|
$
|
628
|
|
|
$
|
661
|
|
|
$
|
958
|
|
|
$
|
894
|
|
|
$
|
891
|
|
Property, plant and equipment, net
|
$
|
170
|
|
|
$
|
161
|
|
|
$
|
184
|
|
|
$
|
193
|
|
|
$
|
203
|
|
Total long-term liabilities
|
$
|
760
|
|
|
$
|
669
|
|
|
$
|
909
|
|
|
$
|
835
|
|
|
$
|
720
|
|
Total assets
|
$
|
2,342
|
|
|
$
|
2,183
|
|
|
$
|
2,593
|
|
|
$
|
2,517
|
|
|
$
|
2,520
|
|
Total equity
|
$
|
555
|
|
|
$
|
621
|
|
|
$
|
827
|
|
|
$
|
844
|
|
|
$
|
977
|
|
•
|
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
|
•
|
timing of self-service equipment upgrades and/or replacement cycles, including deposit automation in mature markets such as the United States;
|
•
|
demand for products and solutions related to bank branch transformation opportunities;
|
•
|
demand for services, including outsourcing and managed services;
|
•
|
demand for security products and services for the financial and commercial sectors; and
|
•
|
high levels of deployment growth for new self-service products in emerging markets, such as AP.
|
|
|
Year ended December 31,
|
||||||||||||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||||||||||||
|
|
|
|
% of Net Sales
|
|
% Change
|
|
|
|
% of Net Sales
|
|
% Change
|
|
|
|
% of Net Sales
|
||||||
Net sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Services
|
|
$
|
1,637,622
|
|
|
53.7
|
|
—
|
|
$
|
1,637,056
|
|
|
57.3
|
|
0.6
|
|
$
|
1,626,521
|
|
|
54.4
|
Products
|
|
1,413,431
|
|
|
46.3
|
|
15.8
|
|
1,220,435
|
|
|
42.7
|
|
(10.6)
|
|
1,365,172
|
|
|
45.6
|
|||
|
|
3,051,053
|
|
|
100.0
|
|
6.8
|
|
2,857,491
|
|
|
100.0
|
|
(4.5)
|
|
2,991,693
|
|
|
100.0
|
|||
Cost of sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Services
|
|
1,147,363
|
|
|
37.6
|
|
(6.2)
|
|
1,222,675
|
|
|
42.8
|
|
0.6
|
|
1,215,673
|
|
|
40.6
|
|||
Products
|
|
1,124,340
|
|
|
36.9
|
|
13.1
|
|
994,460
|
|
|
34.8
|
|
(5.0)
|
|
1,046,400
|
|
|
35.0
|
|||
|
|
2,271,703
|
|
|
74.5
|
|
2.5
|
|
2,217,135
|
|
|
77.6
|
|
(2.0)
|
|
2,262,073
|
|
|
75.6
|
|||
Gross profit
|
|
779,350
|
|
|
25.5
|
|
21.7
|
|
640,356
|
|
|
22.4
|
|
(12.2)
|
|
729,620
|
|
|
24.4
|
|||
Selling and administrative expense
|
|
515,551
|
|
|
16.9
|
|
(13.6)
|
|
596,694
|
|
|
20.9
|
|
13.1
|
|
527,729
|
|
|
17.6
|
|||
Research, development and
engineering expense |
|
93,617
|
|
|
3.1
|
|
1.4
|
|
92,315
|
|
|
3.2
|
|
7.5
|
|
85,881
|
|
|
2.9
|
|||
Impairment of assets
|
|
2,123
|
|
|
0.1
|
|
(97.1)
|
|
72,017
|
|
|
2.5
|
|
—
|
|
15,783
|
|
|
0.5
|
|||
Gain on sale of assets, net
|
|
(12,888
|
)
|
|
(0.4)
|
|
—
|
|
(2,410
|
)
|
|
(0.1)
|
|
—
|
|
(1,202
|
)
|
|
—
|
|||
|
|
598,403
|
|
|
19.6
|
|
(21.1)
|
|
758,616
|
|
|
26.5
|
|
20.8
|
|
628,191
|
|
|
21.0
|
|||
Operating profit (loss)
|
|
180,947
|
|
|
5.9
|
|
—
|
|
(118,260
|
)
|
|
(4.1)
|
|
—
|
|
101,429
|
|
|
3.4
|
|||
Other (expense) income, net
|
|
(10,358
|
)
|
|
(0.3)
|
|
—
|
|
(1,547
|
)
|
|
(0.1)
|
|
—
|
|
9,466
|
|
|
0.3
|
|||
Income (loss) from continuing
operations before taxes |
|
170,589
|
|
|
5.6
|
|
—
|
|
(119,807
|
)
|
|
(4.2)
|
|
—
|
|
110,895
|
|
|
3.7
|
|||
Income tax expense
|
|
53,570
|
|
|
1.8
|
|
(5.5)
|
|
56,715
|
|
|
2.0
|
|
—
|
|
28,225
|
|
|
0.9
|
|||
Income (loss) from continuing
operations |
|
117,019
|
|
|
3.8
|
|
—
|
|
(176,522
|
)
|
|
(6.2)
|
|
—
|
|
82,670
|
|
|
2.8
|
|||
Loss from discontinued
operations, net of tax |
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
(100.0)
|
|
(3,125
|
)
|
|
(0.1)
|
|||
Net income (loss)
|
|
117,019
|
|
|
3.8
|
|
—
|
|
(176,522
|
)
|
|
(6.2)
|
|
—
|
|
79,545
|
|
|
2.7
|
|||
Net income attributable to
noncontrolling interests |
|
2,602
|
|
|
—
|
|
(48.8)
|
|
5,083
|
|
|
0.2
|
|
(14.5)
|
|
5,942
|
|
|
0.2
|
|||
Net income (loss) attributable to
Diebold, Incorporated |
|
$
|
114,417
|
|
|
3.8
|
|
—
|
|
$
|
(181,605
|
)
|
|
(6.4)
|
|
—
|
|
$
|
73,603
|
|
|
2.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Amounts attributable to Diebold, Incorporated
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing
operations, net of tax |
|
$
|
114,417
|
|
|
3.8
|
|
|
|
$
|
(181,605
|
)
|
|
(6.4)
|
|
|
|
$
|
76,728
|
|
|
2.6
|
Loss from discontinued
operations, net of tax |
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
(3,125
|
)
|
|
(0.1)
|
|||
Net income (loss) attributable to
Diebold, Incorporated |
|
$
|
114,417
|
|
|
3.8
|
|
|
|
$
|
(181,605
|
)
|
|
(6.4)
|
|
|
|
$
|
73,603
|
|
|
2.5
|
|
2014
|
|
2013
|
|
$ Change
|
|
% Change
|
||||||
Total financial self-service
|
$
|
2,197,854
|
|
|
$
|
2,166,569
|
|
|
$
|
31,285
|
|
|
1.4
|
Total security
|
628,043
|
|
|
618,889
|
|
|
9,154
|
|
|
1.5
|
|||
Total financial self-service & security
|
2,825,897
|
|
|
2,785,458
|
|
|
40,439
|
|
|
1.5
|
|||
Brazil other
|
225,156
|
|
|
72,033
|
|
|
153,123
|
|
|
—
|
|||
Total net sales
|
$
|
3,051,053
|
|
|
$
|
2,857,491
|
|
|
$
|
193,562
|
|
|
6.8
|
|
2014
|
|
2013
|
|
$ Change
|
|
% Change
|
||||||
Gross profit - services
|
$
|
490,259
|
|
|
$
|
414,381
|
|
|
$
|
75,878
|
|
|
18.3
|
Gross profit - products
|
289,091
|
|
|
225,975
|
|
|
63,116
|
|
|
27.9
|
|||
Total gross profit
|
$
|
779,350
|
|
|
$
|
640,356
|
|
|
$
|
138,994
|
|
|
21.7
|
|
|
|
|
|
|
|
|
||||||
Gross margin - services
|
29.9
|
%
|
|
25.3
|
%
|
|
|
|
|
||||
Gross margin - products
|
20.5
|
%
|
|
18.5
|
%
|
|
|
|
|
|
|||
Total gross margin
|
25.5
|
%
|
|
22.4
|
%
|
|
|
|
|
|
|
2014
|
|
2013
|
|
$ Change
|
|
% Change
|
||||||
Selling and administrative expense
|
$
|
515,551
|
|
|
$
|
596,694
|
|
|
$
|
(81,143
|
)
|
|
(13.6)
|
Research, development and engineering expense
|
93,617
|
|
|
92,315
|
|
|
1,302
|
|
|
1.4
|
|||
Impairment of assets
|
2,123
|
|
|
72,017
|
|
|
(69,894
|
)
|
|
(97.1)
|
|||
Gain on sale of assets, net
|
(12,888
|
)
|
|
(2,410
|
)
|
|
(10,478
|
)
|
|
—
|
|||
Total operating expenses
|
$
|
598,403
|
|
|
$
|
758,616
|
|
|
$
|
(160,213
|
)
|
|
(21.1)
|
|
2014
|
|
2013
|
|
$ Change
|
|
% Change
|
||||||
Operating profit (loss)
|
$
|
180,947
|
|
|
$
|
(118,260
|
)
|
|
$
|
299,207
|
|
|
—
|
Operating profit (loss) margin
|
5.9
|
%
|
|
(4.1
|
)%
|
|
|
|
|
|
2014
|
|
2013
|
|
$ Change
|
|
% Change
|
||||||
Investment income
|
$
|
34,501
|
|
|
$
|
27,603
|
|
|
$
|
6,898
|
|
|
25.0
|
Interest expense
|
(31,420
|
)
|
|
(29,234
|
)
|
|
(2,186
|
)
|
|
7.5
|
|||
Foreign exchange (loss) gain, net
|
(11,791
|
)
|
|
172
|
|
|
(11,963
|
)
|
|
—
|
|||
Miscellaneous, net
|
(1,648
|
)
|
|
(88
|
)
|
|
(1,560
|
)
|
|
—
|
|||
Other (expense) income
|
$
|
(10,358
|
)
|
|
$
|
(1,547
|
)
|
|
$
|
(8,811
|
)
|
|
—
|
|
2014
|
|
2013
|
|
$ Change
|
|
% Change
|
||||||
Net income (loss)
|
$
|
117,019
|
|
|
$
|
(176,522
|
)
|
|
$
|
293,541
|
|
|
—
|
Percent of net sales
|
3.8
|
%
|
|
(6.2
|
)%
|
|
|
|
|
||||
Effective tax rate
|
31.4
|
%
|
|
(47.3
|
)%
|
|
|
|
|
|
North America:
|
2014
|
|
2013
|
|
$ Change
|
|
% Change
|
||||||
Revenue
|
$
|
1,407,707
|
|
|
$
|
1,415,050
|
|
|
$
|
(7,343
|
)
|
|
(0.5)
|
Segment operating profit
|
$
|
277,168
|
|
|
$
|
252,737
|
|
|
$
|
24,431
|
|
|
9.7
|
Segment operating profit margin
|
19.7
|
%
|
|
17.9
|
%
|
|
|
|
|
Asia Pacific:
|
2014
|
|
2013
|
|
$ Change
|
|
% Change
|
||||||
Revenue
|
$
|
500,285
|
|
|
$
|
479,129
|
|
|
$
|
21,156
|
|
|
4.4
|
Segment operating profit
|
$
|
66,394
|
|
|
$
|
62,760
|
|
|
$
|
3,634
|
|
|
5.8
|
Segment operating profit margin
|
13.3
|
%
|
|
13.1
|
%
|
|
|
|
|
Europe, Middle East and Africa:
|
2014
|
|
2013
|
|
$ Change
|
|
% Change
|
||||||
Revenue
|
$
|
421,141
|
|
|
$
|
362,167
|
|
|
$
|
58,974
|
|
|
16.3
|
Segment operating profit
|
$
|
61,574
|
|
|
$
|
44,507
|
|
|
$
|
17,067
|
|
|
38.3
|
Segment operating profit margin
|
14.6
|
%
|
|
12.3
|
%
|
|
|
|
|
Latin America:
|
2014
|
|
2013
|
|
$ Change
|
|
% Change
|
||||||
Revenue
|
$
|
239,409
|
|
|
$
|
241,770
|
|
|
$
|
(2,361
|
)
|
|
(1.0)
|
Segment operating profit
|
$
|
40,285
|
|
|
$
|
35,218
|
|
|
$
|
5,067
|
|
|
14.4
|
Segment operating profit margin
|
16.8
|
%
|
|
14.6
|
%
|
|
|
|
|
Brazil:
|
2014
|
|
2013
|
|
$ Change
|
|
% Change
|
||||||
Revenue
|
$
|
482,511
|
|
|
$
|
359,375
|
|
|
$
|
123,136
|
|
|
34.3
|
Segment operating profit
|
$
|
28,452
|
|
|
$
|
6,321
|
|
|
$
|
22,131
|
|
|
—
|
Segment operating profit margin
|
5.9
|
%
|
|
1.8
|
%
|
|
|
|
|
|
2013
|
|
2012
|
|
$ Change
|
|
% Change
|
||||||
Total financial self-service
|
$
|
2,166,569
|
|
|
$
|
2,269,197
|
|
|
$
|
(102,628
|
)
|
|
(4.5)
|
Total security
|
618,889
|
|
|
623,637
|
|
|
(4,748
|
)
|
|
(0.8)
|
|||
Brazil other
|
72,033
|
|
|
98,859
|
|
|
(26,826
|
)
|
|
(27.1)
|
|||
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
|
|
|
—
|
|||
Gain on sale of assets, net
|
(2,410
|
)
|
|
(1,202
|
)
|
|
1,208
|
|
|
—
|
|||
Total operating expenses
|
$
|
758,616
|
|
|
$
|
628,191
|
|
|
$
|
130,425
|
|
|
20.8
|
|
2013
|
|
2012
|
|
$ Change
|
|
% Change
|
||||||
Operating (loss) profit
|
$
|
(118,260
|
)
|
|
$
|
101,429
|
|
|
$
|
(219,689
|
)
|
|
—
|
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 (expense) income
|
$
|
(1,547
|
)
|
|
$
|
9,466
|
|
|
$
|
(11,013
|
)
|
|
—
|
|
2013
|
|
2012
|
|
$ Change
|
|
% Change
|
||||||
(Loss) income from continuing operations, net of tax
|
$
|
(176,522
|
)
|
|
$
|
82,670
|
|
|
$
|
(259,192
|
)
|
|
—
|
Percent of net sales
|
(6.2
|
)%
|
|
2.8
|
%
|
|
|
|
|
||||
Effective tax rate
|
(47.3
|
)%
|
|
25.5
|
%
|
|
|
|
|
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
|
%
|
|
|
|
|
|
2014
|
|
2013
|
||||
Cash and cash equivalents
|
$
|
322,017
|
|
|
$
|
230,709
|
|
Additional cash availability from
|
|
|
|
||||
Short-term uncommitted lines of credit
|
115,192
|
|
|
63,747
|
|
||
Five-year credit facility
|
280,000
|
|
|
261,000
|
|
||
Short-term investments
|
136,653
|
|
|
242,988
|
|
||
Total global liquidity
|
$
|
853,862
|
|
|
$
|
798,444
|
|
Net cash flow provided by (used in)
|
2014
|
|
2013
|
|
2012
|
||||||
Operating activities
|
$
|
186,906
|
|
|
$
|
124,224
|
|
|
$
|
135,508
|
|
Investing activities
|
13,799
|
|
|
(52,719
|
)
|
|
(72,831
|
)
|
|||
Financing activities
|
(81,154
|
)
|
|
(204,449
|
)
|
|
(36,227
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(28,243
|
)
|
|
(5,139
|
)
|
|
8,422
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
$
|
91,308
|
|
|
$
|
(138,083
|
)
|
|
$
|
34,872
|
|
|
|
|
Payment due by period
|
||||||||||||||||
|
Total
|
|
Less than 1 year
|
|
1-3 years
|
|
3-5 years
|
|
More than 5 years
|
||||||||||
Minimum operating lease obligations
|
$
|
149,283
|
|
|
$
|
44,790
|
|
|
$
|
57,587
|
|
|
$
|
30,268
|
|
|
$
|
16,638
|
|
Debt
|
505,369
|
|
|
25,575
|
|
|
189,321
|
|
|
290,473
|
|
|
—
|
|
|||||
Interest on debt (1)
|
44,099
|
|
|
17,256
|
|
|
17,893
|
|
|
8,950
|
|
|
—
|
|
|||||
Purchase commitments
|
3,616
|
|
|
3,616
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
702,367
|
|
|
$
|
91,237
|
|
|
$
|
264,801
|
|
|
$
|
329,691
|
|
|
$
|
16,638
|
|
(1)
|
Amounts represent estimated contractual interest payments on outstanding long-term debt and notes payable. Rates in effect as of
December 31, 2014
are used for variable rate debt.
|
|
2014
|
|
2013
|
||
Healthcare cost trend rate assumed for next year
|
7.5
|
%
|
|
7.5
|
%
|
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)
|
5.0
|
%
|
|
5.0
|
%
|
Year that rate reaches ultimate trend rate
|
2020
|
|
|
2019
|
|
|
One-Percentage-Point Increase
|
|
One-Percentage-Point Decrease
|
||||
Effect on total of service and interest cost
|
$
|
34
|
|
|
$
|
(32
|
)
|
Effect on other post-retirement benefit obligation
|
$
|
928
|
|
|
$
|
(836
|
)
|
•
|
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;
|
•
|
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 FSS 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 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, as well as its business process outsourcing initiative; and
|
•
|
the risk factors described above under "Part I - Item 1A - Risk Factors” of this Form 10-K.
|
FINANCIAL STATEMENTS
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
FINANCIAL STATEMENTS SCHEDULES
|
||
|
|
|
|
||
|
|
|
All other schedules are omitted because they are not applicable.
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
ASSETS
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
322,017
|
|
|
$
|
230,709
|
|
Short-term investments
|
136,653
|
|
|
242,988
|
|
||
Trade receivables, less allowances for doubtful accounts of $23,011 and $24,872, respectively)
|
477,937
|
|
|
447,239
|
|
||
Inventories
|
405,173
|
|
|
376,462
|
|
||
Deferred income taxes
|
110,999
|
|
|
110,165
|
|
||
Prepaid expenses
|
21,994
|
|
|
22,031
|
|
||
Prepaid income taxes
|
11,713
|
|
|
21,245
|
|
||
Other current assets
|
169,044
|
|
|
104,511
|
|
||
Total current assets
|
1,655,530
|
|
|
1,555,350
|
|
||
Securities and other investments
|
83,625
|
|
|
82,591
|
|
||
Property, plant and equipment, net
|
169,506
|
|
|
160,895
|
|
||
Goodwill
|
171,974
|
|
|
179,828
|
|
||
Deferred income taxes
|
86,544
|
|
|
39,461
|
|
||
Finance lease receivables
|
90,391
|
|
|
74,516
|
|
||
Other assets
|
84,566
|
|
|
90,850
|
|
||
Total assets
|
$
|
2,342,136
|
|
|
$
|
2,183,491
|
|
|
|
|
|
||||
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Notes payable
|
$
|
25,575
|
|
|
$
|
43,791
|
|
Accounts payable
|
261,708
|
|
|
210,399
|
|
||
Deferred revenue
|
275,119
|
|
|
234,607
|
|
||
Payroll and other benefits liabilities
|
116,769
|
|
|
93,845
|
|
||
Other current liabilities
|
348,552
|
|
|
311,094
|
|
||
Total current liabilities
|
1,027,723
|
|
|
893,736
|
|
||
Long-term debt
|
479,794
|
|
|
480,242
|
|
||
Pensions and other benefits
|
211,043
|
|
|
118,674
|
|
||
Post-retirement and other benefits
|
20,759
|
|
|
19,282
|
|
||
Deferred income taxes
|
6,527
|
|
|
9,150
|
|
||
Other long-term liabilities
|
41,401
|
|
|
41,592
|
|
||
Commitments and contingencies
|
—
|
|
|
—
|
|
||
Equity
|
|
|
|
||||
Diebold, Incorporated shareholders' equity
|
|
|
|
||||
Preferred shares, no par value, 1,000,000 authorized shares, none issued
|
—
|
|
|
—
|
|
||
Common shares, $1.25 par value, 125,000,000 authorized shares,
79,238,759 and 78,618,517 issued shares, 64,632,400 and 64,068,047 outstanding shares, respectively |
99,048
|
|
|
98,273
|
|
||
Additional capital
|
418,037
|
|
|
385,321
|
|
||
Retained earnings
|
762,214
|
|
|
722,743
|
|
||
Treasury shares, at cost (14,606,359 and 14,550,470 shares, respectively)
|
(557,170
|
)
|
|
(555,252
|
)
|
||
Accumulated other comprehensive loss
|
(190,525
|
)
|
|
(54,321
|
)
|
||
Total Diebold, Incorporated shareholders' equity
|
531,604
|
|
|
596,764
|
|
||
Noncontrolling interests
|
23,285
|
|
|
24,051
|
|
||
Total equity
|
554,889
|
|
|
620,815
|
|
||
Total liabilities and equity
|
$
|
2,342,136
|
|
|
$
|
2,183,491
|
|
|
Year ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Net sales
|
|
|
|
|
|
||||||
Services
|
$
|
1,637,622
|
|
|
$
|
1,637,056
|
|
|
$
|
1,626,521
|
|
Products
|
1,413,431
|
|
|
1,220,435
|
|
|
1,365,172
|
|
|||
|
3,051,053
|
|
|
2,857,491
|
|
|
2,991,693
|
|
|||
Cost of sales
|
|
|
|
|
|
||||||
Services
|
1,147,363
|
|
|
1,222,675
|
|
|
1,215,673
|
|
|||
Products
|
1,124,340
|
|
|
994,460
|
|
|
1,046,400
|
|
|||
|
2,271,703
|
|
|
2,217,135
|
|
|
2,262,073
|
|
|||
Gross profit
|
779,350
|
|
|
640,356
|
|
|
729,620
|
|
|||
Selling and administrative expense
|
515,551
|
|
|
596,694
|
|
|
527,729
|
|
|||
Research, development and engineering expense
|
93,617
|
|
|
92,315
|
|
|
85,881
|
|
|||
Impairment of assets
|
2,123
|
|
|
72,017
|
|
|
15,783
|
|
|||
Gain on sale of assets, net
|
(12,888
|
)
|
|
(2,410
|
)
|
|
(1,202
|
)
|
|||
|
598,403
|
|
|
758,616
|
|
|
628,191
|
|
|||
Operating profit (loss)
|
180,947
|
|
|
(118,260
|
)
|
|
101,429
|
|
|||
Other income (expense)
|
|
|
|
|
|
||||||
Investment income
|
34,501
|
|
|
27,603
|
|
|
37,593
|
|
|||
Interest expense
|
(31,420
|
)
|
|
(29,234
|
)
|
|
(30,330
|
)
|
|||
Foreign exchange (loss) gain, net
|
(11,791
|
)
|
|
172
|
|
|
2,654
|
|
|||
Miscellaneous, net
|
(1,648
|
)
|
|
(88
|
)
|
|
(451
|
)
|
|||
Income (loss) from continuing operations before taxes
|
170,589
|
|
|
(119,807
|
)
|
|
110,895
|
|
|||
Income tax expense
|
53,570
|
|
|
56,715
|
|
|
28,225
|
|
|||
Income (loss) from continuing operations
|
117,019
|
|
|
(176,522
|
)
|
|
82,670
|
|
|||
Loss from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
(3,125
|
)
|
|||
Net income (loss)
|
117,019
|
|
|
(176,522
|
)
|
|
79,545
|
|
|||
Net income attributable to noncontrolling interests
|
2,602
|
|
|
5,083
|
|
|
5,942
|
|
|||
Net income (loss) attributable to Diebold, Incorporated
|
$
|
114,417
|
|
|
$
|
(181,605
|
)
|
|
$
|
73,603
|
|
|
|
|
|
|
|
||||||
Basic weighted-average shares outstanding
|
64,530
|
|
|
63,659
|
|
|
63,061
|
|
|||
Diluted weighted-average shares outstanding
|
65,154
|
|
|
63,659
|
|
|
63,914
|
|
|||
|
|
|
|
|
|
||||||
Basic earnings (loss) per share
|
|
|
|
|
|
||||||
Income (loss) from continuing operations, net of tax
|
$
|
1.77
|
|
|
$
|
(2.85
|
)
|
|
$
|
1.22
|
|
Loss from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
(0.05
|
)
|
|||
Net income (loss) attributable to Diebold, Incorporated
|
$
|
1.77
|
|
|
$
|
(2.85
|
)
|
|
$
|
1.17
|
|
|
|
|
|
|
|
||||||
Diluted earnings (loss) per share
|
|
|
|
|
|
||||||
Income (loss) from continuing operations, net of tax
|
$
|
1.76
|
|
|
$
|
(2.85
|
)
|
|
$
|
1.20
|
|
Loss from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
(0.05
|
)
|
|||
Net income (loss) attributable to Diebold, Incorporated
|
$
|
1.76
|
|
|
$
|
(2.85
|
)
|
|
$
|
1.15
|
|
|
|
|
|
|
|
||||||
Amounts attributable to Diebold, Incorporated
|
|
|
|
|
|
||||||
Income (loss) from continuing operations, net of tax
|
$
|
114,417
|
|
|
$
|
(181,605
|
)
|
|
$
|
76,728
|
|
Loss from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
(3,125
|
)
|
|||
Net income (loss) attributable to Diebold, Incorporated
|
$
|
114,417
|
|
|
$
|
(181,605
|
)
|
|
$
|
73,603
|
|
|
Year ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Net income (loss)
|
$
|
117,019
|
|
|
$
|
(176,522
|
)
|
|
$
|
79,545
|
|
Other comprehensive (loss) income, net of tax:
|
|
|
|
|
|
||||||
Translation adjustment
(net of tax of $3,588, $2,064, and $0, respectively) |
(73,679
|
)
|
|
(70,269
|
)
|
|
(36,164
|
)
|
|||
Foreign currency hedges
(net of tax of $(307), $(1,719) and $(1,218), respectively) |
481
|
|
|
2,844
|
|
|
1,803
|
|
|||
Interest rate hedges:
|
|
|
|
|
|
||||||
Net income recognized in other comprehensive income
(net of tax of $(413), $(483) and $(99), respectively) |
680
|
|
|
698
|
|
|
141
|
|
|||
Reclassification adjustment for amounts recognized in net income
(net of tax of $(114), $(132) and $(230), respectively) |
213
|
|
|
192
|
|
|
91
|
|
|||
|
467
|
|
|
506
|
|
|
50
|
|
|||
Pension and other post-retirement benefits:
|
|
|
|
|
|
||||||
Prior service credit recognized during the year
(net of tax of $146, $308 and $99, respectively) |
(236
|
)
|
|
(493
|
)
|
|
(160
|
)
|
|||
Net actuarial losses recognized during the year
(net of tax of $(1,231), $(5,762) and $(6,544), respectively) |
1,996
|
|
|
9,130
|
|
|
10,721
|
|
|||
Net actuarial (loss) gain occurring during the year
(net of tax of $39,303, $(28,270), and $23,765, respectively) |
(63,740
|
)
|
|
44,796
|
|
|
(38,939
|
)
|
|||
Prior service cost recognized due to curtailment
(net of tax of $0, $(803) and $0, respectively |
—
|
|
|
1,272
|
|
|
—
|
|
|||
Net actuarial losses recognized due to curtailment
(net of tax of $0, $(21,069) and $0, respectively) |
—
|
|
|
33,386
|
|
|
—
|
|
|||
Settlements
(net of tax of $0, $(7,799) and $(8,303), respectively) |
—
|
|
|
12,357
|
|
|
13,604
|
|
|||
|
(61,980
|
)
|
|
100,448
|
|
|
(14,774
|
)
|
|||
Unrealized (loss) gain on securities, net:
|
|
|
|
|
|
||||||
Net (loss) gain recognized in other comprehensive income
(net of tax of $7, $(55) and $0, respectively) |
(531
|
)
|
|
3,932
|
|
|
3,304
|
|
|||
Reclassification adjustment for amounts recognized in net income
(net of tax of $(29), $(19) and $0, respectively) |
2,148
|
|
|
1,372
|
|
|
4,523
|
|
|||
|
(2,679
|
)
|
|
2,560
|
|
|
(1,219
|
)
|
|||
Other
|
(24
|
)
|
|
1,162
|
|
|
(168
|
)
|
|||
Other comprehensive (loss) income, net of tax
|
(137,414
|
)
|
|
37,251
|
|
|
(50,472
|
)
|
|||
Comprehensive (loss) income
|
(20,395
|
)
|
|
(139,271
|
)
|
|
29,073
|
|
|||
Less: comprehensive income (loss) attributable to noncontrolling interests
|
1,392
|
|
|
5,616
|
|
|
6,166
|
|
|||
Comprehensive (loss) income attributable to Diebold, Incorporated
|
$
|
(21,787
|
)
|
|
$
|
(144,887
|
)
|
|
$
|
22,907
|
|
|
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, 2012
|
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
|
)
|
|
|
|
|
|
|
|
—
|
|
|
|
|
—
|
|
||||||||||||
Other share-based compensation
|
15,524
|
|
|
19
|
|
|
(19
|
)
|
|
|
|
|
|
|
|
—
|
|
|
|
|
—
|
|
||||||||||||
Income tax benefit from share-based compensation
|
|
|
|
|
982
|
|
|
|
|
|
|
|
|
982
|
|
|
|
|
982
|
|
||||||||||||||
Share-based compensation expense
|
|
|
|
|
13,840
|
|
|
|
|
|
|
|
|
13,840
|
|
|
|
|
13,840
|
|
||||||||||||||
Dividends paid
|
|
|
|
|
|
|
(72,830
|
)
|
|
|
|
|
|
(72,830
|
)
|
|
|
|
(72,830
|
)
|
||||||||||||||
Treasury shares (93,110 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
|
)
|
|
|
|
|
|
|
|
—
|
|
|
|
|
—
|
|
||||||||||||
Other share-based compensation
|
56,374
|
|
|
70
|
|
|
(70
|
)
|
|
|
|
|
|
|
|
—
|
|
|
|
|
—
|
|
||||||||||||
Income tax detriment from share-based compensation
|
|
|
|
|
(3,918
|
)
|
|
|
|
|
|
|
|
(3,918
|
)
|
|
|
|
(3,918
|
)
|
||||||||||||||
Share-based compensation expense
|
|
|
|
|
15,432
|
|
|
|
|
|
|
|
|
15,432
|
|
|
|
|
15,432
|
|
||||||||||||||
Dividends paid
|
|
|
|
|
|
|
(73,997
|
)
|
|
|
|
|
|
(73,997
|
)
|
|
|
|
(73,997
|
)
|
||||||||||||||
Treasury shares (130,019 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
|
|
Net income
|
|
|
|
|
|
|
114,417
|
|
|
|
|
|
|
114,417
|
|
|
2,602
|
|
|
117,019
|
|
|||||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
(136,204
|
)
|
|
(136,204
|
)
|
|
(1,210
|
)
|
|
(137,414
|
)
|
|||||||||||||
Stock options exercised
|
444,846
|
|
|
556
|
|
|
14,075
|
|
|
|
|
|
|
|
|
14,631
|
|
|
|
|
14,631
|
|
||||||||||||
Restricted stock units issued
|
134,285
|
|
|
168
|
|
|
(168
|
)
|
|
|
|
|
|
|
|
—
|
|
|
|
|
—
|
|
||||||||||||
Other share-based compensation
|
41,111
|
|
|
51
|
|
|
(75
|
)
|
|
|
|
|
|
|
|
(24
|
)
|
|
|
|
(24
|
)
|
||||||||||||
Income tax detriment from share-based compensation
|
|
|
|
|
(2,661
|
)
|
|
|
|
|
|
|
|
(2,661
|
)
|
|
|
|
(2,661
|
)
|
||||||||||||||
Share-based compensation expense
|
|
|
|
|
21,545
|
|
|
|
|
|
|
|
|
21,545
|
|
|
|
|
21,545
|
|
||||||||||||||
Dividends paid
|
|
|
|
|
|
|
(74,946
|
)
|
|
|
|
|
|
(74,946
|
)
|
|
|
|
(74,946
|
)
|
||||||||||||||
Treasury shares (55,889 shares)
|
|
|
|
|
|
|
|
|
(1,918
|
)
|
|
|
|
(1,918
|
)
|
|
|
|
(1,918
|
)
|
||||||||||||||
Distributions to noncontrolling interest holders, net
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(2,158
|
)
|
|
(2,158
|
)
|
||||||||||||||
Balance, December 31, 2014
|
79,238,759
|
|
|
$
|
99,048
|
|
|
$
|
418,037
|
|
|
$
|
762,214
|
|
|
$
|
(557,170
|
)
|
|
$
|
(190,525
|
)
|
|
$
|
531,604
|
|
|
$
|
23,285
|
|
|
$
|
554,889
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Cash flow from operating activities
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
117,019
|
|
|
$
|
(176,522
|
)
|
|
$
|
79,545
|
|
Adjustments to reconcile net income (loss) to cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
74,072
|
|
|
82,594
|
|
|
78,644
|
|
|||
Share-based compensation expense
|
21,545
|
|
|
15,432
|
|
|
13,840
|
|
|||
Excess tax benefits from share-based compensation
|
(454
|
)
|
|
(471
|
)
|
|
(1,843
|
)
|
|||
Impairment of assets
|
2,123
|
|
|
72,017
|
|
|
15,783
|
|
|||
Pension curtailment, settlement and special termination
|
—
|
|
|
69,561
|
|
|
21,907
|
|
|||
Devaluation of Venezuelan balance sheet
|
12,101
|
|
|
1,584
|
|
|
—
|
|
|||
Gain on sale of assets, net
|
(12,888
|
)
|
|
(2,410
|
)
|
|
(1,202
|
)
|
|||
Equity in earnings of an investee
|
—
|
|
|
—
|
|
|
(702
|
)
|
|||
Cash flow from changes in certain assets and liabilities, net of the effects of acquisitions
|
|
|
|
|
|
||||||
Trade receivables
|
(58,588
|
)
|
|
23,983
|
|
|
(75,275
|
)
|
|||
Inventories
|
(53,241
|
)
|
|
21,337
|
|
|
20,955
|
|
|||
Prepaid expenses
|
(1,993
|
)
|
|
12,908
|
|
|
(3,490
|
)
|
|||
Prepaid income taxes
|
9,589
|
|
|
(4,889
|
)
|
|
(1,890
|
)
|
|||
Other current assets
|
(42,785
|
)
|
|
(11,183
|
)
|
|
(16,080
|
)
|
|||
Accounts payable
|
59,278
|
|
|
(9,659
|
)
|
|
2,564
|
|
|||
Deferred revenue
|
51,554
|
|
|
16,522
|
|
|
(21,767
|
)
|
|||
Deferred income taxes
|
(11,305
|
)
|
|
(15,125
|
)
|
|
(10,558
|
)
|
|||
Pension and other post-retirement benefits
|
(5,034
|
)
|
|
11,026
|
|
|
3,774
|
|
|||
Finance lease receivables
|
(61,579
|
)
|
|
(32,593
|
)
|
|
23,650
|
|
|||
Certain other assets and liabilities
|
87,492
|
|
|
50,112
|
|
|
7,653
|
|
|||
Net cash provided by operating activities
|
186,906
|
|
|
124,224
|
|
|
135,508
|
|
|||
Cash flow from investing activities
|
|
|
|
|
|
||||||
Payments for acquisitions, net of cash acquired
|
(11,749
|
)
|
|
—
|
|
|
(28,292
|
)
|
|||
Proceeds from maturities of investments
|
477,421
|
|
|
464,331
|
|
|
325,403
|
|
|||
Proceeds from sale of investments
|
39,586
|
|
|
55,987
|
|
|
50,431
|
|
|||
Payments for purchases of investments
|
(428,652
|
)
|
|
(537,682
|
)
|
|
(377,070
|
)
|
|||
Proceeds from sale of assets
|
18,441
|
|
|
7,536
|
|
|
3,357
|
|
|||
Capital expenditures
|
(61,453
|
)
|
|
(35,447
|
)
|
|
(49,742
|
)
|
|||
Increase in certain other assets
|
(19,795
|
)
|
|
(13,747
|
)
|
|
(13,077
|
)
|
|||
Purchase of finance receivables, net of cash collections
|
—
|
|
|
6,303
|
|
|
16,159
|
|
|||
Net cash provided by (used in) investing activities
|
13,799
|
|
|
(52,719
|
)
|
|
(72,831
|
)
|
|||
Cash flow from financing activities
|
|
|
|
|
|
||||||
Dividends paid
|
(74,946
|
)
|
|
(73,997
|
)
|
|
(72,830
|
)
|
|||
Debt issuance costs
|
(1,368
|
)
|
|
—
|
|
|
—
|
|
|||
Revolving debt borrowings (repayments), net
|
2,000
|
|
|
(56,000
|
)
|
|
70,000
|
|
|||
Other debt borrowings
|
157,676
|
|
|
51,231
|
|
|
117,163
|
|
|||
Other debt repayments
|
(175,501
|
)
|
|
(121,901
|
)
|
|
(163,538
|
)
|
|||
Distributions to noncontrolling interest holders
|
(2,158
|
)
|
|
(16,913
|
)
|
|
(2,092
|
)
|
|||
Excess tax benefits from share-based compensation
|
454
|
|
|
471
|
|
|
1,843
|
|
|||
Issuance of common shares
|
14,607
|
|
|
16,723
|
|
|
16,679
|
|
|||
Repurchase of common shares
|
(1,918
|
)
|
|
(4,063
|
)
|
|
(3,452
|
)
|
|||
Net cash used in financing activities
|
(81,154
|
)
|
|
(204,449
|
)
|
|
(36,227
|
)
|
|||
Effect of exchange rate changes on cash
|
(28,243
|
)
|
|
(5,139
|
)
|
|
8,422
|
|
|||
Increase (decrease) in cash and cash equivalents
|
91,308
|
|
|
(138,083
|
)
|
|
34,872
|
|
|||
Cash and cash equivalents at the beginning of the year
|
230,709
|
|
|
368,792
|
|
|
333,920
|
|
|||
Cash and cash equivalents at the end of the year
|
$
|
322,017
|
|
|
$
|
230,709
|
|
|
$
|
368,792
|
|
Cash paid for:
|
|
|
|
|
|
||||||
Income taxes
|
$
|
49,181
|
|
|
$
|
76,480
|
|
|
$
|
49,011
|
|
Interest
|
$
|
31,185
|
|
|
$
|
29,543
|
|
|
$
|
28,917
|
|
Significant noncash investing and financing activities:
|
|
|
|
|
|
||||||
Accrued holdback for acquisition
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
12,000
|
|
Valuation technique
|
|
Description
|
Market approach
|
|
Prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.
|
Cost approach
|
|
Amount that would be required to replace the service capacity of an asset (replacement cost).
|
Income approach
|
|
Techniques to convert future amounts to a single present amount based upon market expectations.
|
Fair value level
|
|
Description
|
Level 1
|
|
Unadjusted quoted prices in active markets for identical assets or liabilities.
|
Level 2
|
|
Unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active or inputs, other than quoted prices in active markets, that are observable either directly or indirectly.
|
Level 3
|
|
Unobservable inputs for which there is little or no market data.
|
|
2014
|
|
2013
|
|
2012
|
||||||
Numerator
|
|
|
|
|
|
||||||
Income (loss) used in basic and diluted earnings (loss) per share
|
|
|
|
|
|
||||||
Income (loss) from continuing operations, net of tax
|
$
|
114,417
|
|
|
$
|
(181,605
|
)
|
|
$
|
76,728
|
|
Loss from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
(3,125
|
)
|
|||
Net income (loss) attributable to Diebold, Incorporated
|
$
|
114,417
|
|
|
$
|
(181,605
|
)
|
|
$
|
73,603
|
|
Denominator
|
|
|
|
|
|
||||||
Weighted-average number of common
shares used in basic earnings (loss) per share |
64,530
|
|
|
63,659
|
|
|
63,061
|
|
|||
Effect of dilutive shares (1)
|
624
|
|
|
—
|
|
|
853
|
|
|||
Weighted-average number of shares used in
diluted earnings (loss) per share |
65,154
|
|
|
63,659
|
|
|
63,914
|
|
|||
Basic earnings (loss) per share
|
|
|
|
|
|
||||||
Income (loss) from continuing operations, net of tax
|
$
|
1.77
|
|
|
$
|
(2.85
|
)
|
|
$
|
1.22
|
|
Loss from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
(0.05
|
)
|
|||
Net income (loss) attributable to Diebold, Incorporated
|
$
|
1.77
|
|
|
$
|
(2.85
|
)
|
|
$
|
1.17
|
|
Diluted earnings (loss) per share
|
|
|
|
|
|
||||||
Income (loss) from continuing operations, net of tax
|
$
|
1.76
|
|
|
$
|
(2.85
|
)
|
|
$
|
1.20
|
|
Loss from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
(0.05
|
)
|
|||
Net income (loss) attributable to Diebold, Incorporated
|
$
|
1.76
|
|
|
$
|
(2.85
|
)
|
|
$
|
1.15
|
|
|
|
|
|
|
|
||||||
Anti-dilutive shares
|
|
|
|
|
|
||||||
Anti-dilutive shares not used in calculating diluted
weighted-average shares |
1,053
|
|
|
2,597
|
|
|
2,201
|
|
(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.
|
|
|
Translation
|
|
Foreign Currency Hedges
|
|
Interest Rate Hedges
|
|
Pension and Other Post-retirement Benefits
|
|
Unrealized Gain on Securities, Net
|
|
Other
|
|
Accumulated Other Comprehensive Loss
|
||||||||||||||
Balance at December 31, 2012
|
|
$
|
68,393
|
|
|
$
|
(4,728
|
)
|
|
$
|
(1,466
|
)
|
|
$
|
(152,475
|
)
|
|
$
|
119
|
|
|
$
|
(882
|
)
|
|
$
|
(91,039
|
)
|
Other comprehensive (loss) income before reclassifications (1)
|
|
(70,802
|
)
|
|
2,844
|
|
|
698
|
|
|
78,182
|
|
|
3,932
|
|
|
1,162
|
|
|
16,016
|
|
|||||||
Amounts reclassified from AOCI
|
|
—
|
|
|
—
|
|
|
(192
|
)
|
|
22,266
|
|
|
(1,372
|
)
|
|
—
|
|
|
20,702
|
|
|||||||
Net current period other comprehensive (loss) income
|
|
(70,802
|
)
|
|
2,844
|
|
|
506
|
|
|
100,448
|
|
|
2,560
|
|
|
1,162
|
|
|
36,718
|
|
|||||||
Balance at December 31, 2013
|
|
$
|
(2,409
|
)
|
|
$
|
(1,884
|
)
|
|
$
|
(960
|
)
|
|
$
|
(52,027
|
)
|
|
$
|
2,679
|
|
|
$
|
280
|
|
|
$
|
(54,321
|
)
|
Other comprehensive (loss) income before reclassifications (1)
|
|
(72,469
|
)
|
|
481
|
|
|
680
|
|
|
(63,740
|
)
|
|
(531
|
)
|
|
(24
|
)
|
|
(135,603
|
)
|
|||||||
Amounts reclassified from AOCI
|
|
—
|
|
|
—
|
|
|
(213
|
)
|
|
1,760
|
|
|
(2,148
|
)
|
|
—
|
|
|
(601
|
)
|
|||||||
Net current period other comprehensive (loss) income
|
|
(72,469
|
)
|
|
481
|
|
|
467
|
|
|
(61,980
|
)
|
|
(2,679
|
)
|
|
(24
|
)
|
|
(136,204
|
)
|
|||||||
Balance at December 31, 2014
|
|
$
|
(74,878
|
)
|
|
$
|
(1,403
|
)
|
|
$
|
(493
|
)
|
|
$
|
(114,007
|
)
|
|
$
|
—
|
|
|
$
|
256
|
|
|
$
|
(190,525
|
)
|
(1)
|
Other comprehensive (loss) income before reclassifications within the translation component excludes losses (gains) of
$(535)
and
$1,210
and translation attributable to noncontrolling interests for December 31, 2014 and 2013, respectively.
|
|
|
2014
|
|
2013
|
|
|
||||
|
|
Amount Reclassified from AOCI
|
|
Amount Reclassified from AOCI
|
|
Affected Line Item in the Statement of Operations
|
||||
Interest rate hedges (net of tax of $(114) and $(132), respectively)
|
|
$
|
(213
|
)
|
|
$
|
(192
|
)
|
|
Interest expense
|
Pension and post-retirement benefits:
|
|
|
|
|
|
|
||||
Net prior service benefit amortization (net of tax of $(146) and $(308), respectively)
|
|
(236
|
)
|
|
(493
|
)
|
|
(1)
|
||
Net actuarial losses recognized during the year (net of tax of $1,231 and $5,762, respectively)
|
|
1,996
|
|
|
9,130
|
|
|
(1)
|
||
Prior service cost recognized during the curtailment (net of tax of $0 and $803, respectively)
|
|
—
|
|
|
1,272
|
|
|
(1)
|
||
Settlements (net of tax of $0 and $7,799, respectively)
|
|
—
|
|
|
12,357
|
|
|
(1)
|
||
|
|
1,760
|
|
|
22,266
|
|
|
|
||
Unrealized loss on securities (net of tax of $(29) and $(19), respectively)
|
|
(2,148
|
)
|
|
(1,372
|
)
|
|
Investment income
|
||
Total reclassifications for the period
|
|
$
|
(601
|
)
|
|
$
|
20,702
|
|
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Stock options
|
|
|
|
|
|
||||||
Pre-tax compensation expense
|
$
|
2,696
|
|
|
$
|
6,032
|
|
|
$
|
2,572
|
|
Tax benefit
|
(998
|
)
|
|
(2,198
|
)
|
|
(825
|
)
|
|||
Stock option expense, net of tax
|
$
|
1,698
|
|
|
$
|
3,834
|
|
|
$
|
1,747
|
|
|
|
|
|
|
|
||||||
Restricted stock units
|
|
|
|
|
|
||||||
Pre-tax compensation expense
|
$
|
6,075
|
|
|
$
|
5,580
|
|
|
$
|
5,741
|
|
Tax benefit
|
(1,887
|
)
|
|
(1,672
|
)
|
|
(1,809
|
)
|
|||
RSU expense, net of tax
|
$
|
4,188
|
|
|
$
|
3,908
|
|
|
$
|
3,932
|
|
|
|
|
|
|
|
||||||
Performance shares
|
|
|
|
|
|
||||||
Pre-tax compensation expense
|
$
|
12,494
|
|
|
$
|
2,162
|
|
|
$
|
4,425
|
|
Tax benefit
|
(4,237
|
)
|
|
(768
|
)
|
|
(1,602
|
)
|
|||
Performance share expense, net of tax
|
$
|
8,257
|
|
|
$
|
1,394
|
|
|
$
|
2,823
|
|
|
|
|
|
|
|
||||||
Director deferred shares
|
|
|
|
|
|
||||||
Pre-tax compensation expense
|
$
|
280
|
|
|
$
|
1,158
|
|
|
$
|
1,102
|
|
Tax benefit
|
(109
|
)
|
|
(428
|
)
|
|
(408
|
)
|
|||
Director deferred share expense, net of tax
|
$
|
171
|
|
|
$
|
730
|
|
|
$
|
694
|
|
|
|
|
|
|
|
||||||
Total share-based compensation
|
|
|
|
|
|
||||||
Pre-tax compensation expense
|
$
|
21,545
|
|
|
$
|
14,932
|
|
|
$
|
13,840
|
|
Tax benefit
|
(7,231
|
)
|
|
(5,066
|
)
|
|
(4,644
|
)
|
|||
Total share-based compensation, net of tax
|
$
|
14,314
|
|
|
$
|
9,866
|
|
|
$
|
9,196
|
|
|
Unrecognized
Cost
|
|
Weighted-Average Period
|
||
|
|
|
(years)
|
||
Stock options
|
$
|
3,460
|
|
|
1.3
|
RSUs
|
9,099
|
|
|
1.8
|
|
Performance shares
|
11,528
|
|
|
1.7
|
|
|
$
|
24,087
|
|
|
|
|
2014
|
|
2013
|
|
2012
|
|||
Expected life (in years)
|
5
|
|
|
6
|
|
|
6-7
|
|
Weighted-average volatility
|
31
|
%
|
|
38
|
%
|
|
41
|
%
|
Risk-free interest rate
|
1.47-1.66%
|
|
|
1.08-1.27%
|
|
|
0.83-1.39%
|
|
Expected dividend yield
|
3.59
|
%
|
|
3.23-3.59%
|
|
|
3.08-3.23%
|
|
|
Number of Shares
|
|
Weighted-Average Exercise Price
|
|
Weighted-Average Remaining Contractual Term
|
|
Aggregate Intrinsic Value (1)
|
|||||
|
|
|
(per share)
|
|
(in years)
|
|
|
|||||
Outstanding at January 1, 2014
|
1,954
|
|
|
$
|
39.63
|
|
|
|
|
|
||
Expired or forfeited
|
(355
|
)
|
|
$
|
51.45
|
|
|
|
|
|
||
Exercised
|
(445
|
)
|
|
$
|
32.89
|
|
|
|
|
|
||
Granted
|
454
|
|
|
$
|
34.20
|
|
|
|
|
|
||
Outstanding at December 31, 2014
|
1,608
|
|
|
$
|
37.11
|
|
|
6
|
|
$
|
2,277
|
|
Options exercisable at December 31, 2014
|
871
|
|
|
$
|
40.17
|
|
|
3
|
|
$
|
1,359
|
|
Options vested and expected to vest (2) at
December 31, 2014 |
1,580
|
|
|
$
|
37.19
|
|
|
6
|
|
$
|
2,227
|
|
(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
2014
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, 2014
. 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
|
|||
Non-vested at January 1, 2014
|
499
|
|
|
$
|
32.28
|
|
Forfeited
|
(62
|
)
|
|
$
|
32.90
|
|
Vested
|
(134
|
)
|
|
$
|
32.72
|
|
Granted
|
350
|
|
|
$
|
35.25
|
|
Non-vested at December 31, 2014
|
653
|
|
|
$
|
33.72
|
|
(1)
|
The RSUs granted during the year ended December 31, 2014 include
35 thousand
one-year RSUs to non-employee directors under the 1991 Plan. These RSUs have a weighted-average grant-date fair value of
$39.35
.
|
|
Number of
Shares
|
|
Weighted-Average
Grant-Date
Fair Value
|
|||
Non-vested at January 1, 2014 (1)
|
542
|
|
|
$
|
37.10
|
|
Forfeited
|
(173
|
)
|
|
$
|
39.63
|
|
Granted (2)
|
778
|
|
|
$
|
38.07
|
|
Non-vested at December 31, 2014
|
1,147
|
|
|
$
|
37.38
|
|
(1)
|
Non-vested performance shares are based on a maximum potential payout. Actual shares granted at the end of the performance period may be less than the maximum potential payout level depending on achievement of performance share objectives. Performance shares are based on certain annual management objectives, as determined by the Board of Directors.
|
(2)
|
The maximum performance shares granted during the year ended
December 31, 2014
include
439 thousand
shares that vest proportionately over a
three
-year period and have a weighted-average grant-date fair value of
$35.49
.
|
|
2014
|
|
2013
|
|
2012
|
||||||
Domestic
|
$
|
1,054
|
|
|
$
|
(171,878
|
)
|
|
$
|
(37,910
|
)
|
Foreign
|
169,535
|
|
|
52,071
|
|
|
148,805
|
|
|||
Total
|
$
|
170,589
|
|
|
$
|
(119,807
|
)
|
|
$
|
110,895
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Current
|
|
|
|
|
|
||||||
U.S. federal
|
$
|
5,857
|
|
|
$
|
10,453
|
|
|
$
|
3,381
|
|
Foreign
|
61,414
|
|
|
59,481
|
|
|
39,185
|
|
|||
State and local
|
723
|
|
|
3,231
|
|
|
2,006
|
|
|||
Total current
|
67,994
|
|
|
73,165
|
|
|
44,572
|
|
|||
Deferred
|
|
|
|
|
|
||||||
U.S. federal
|
(2,660
|
)
|
|
(20,180
|
)
|
|
(2,344
|
)
|
|||
Foreign
|
(9,387
|
)
|
|
9,678
|
|
|
(13,159
|
)
|
|||
State and local
|
(2,377
|
)
|
|
(5,948
|
)
|
|
(844
|
)
|
|||
Total deferred
|
(14,424
|
)
|
|
(16,450
|
)
|
|
(16,347
|
)
|
|||
Income tax expense
|
$
|
53,570
|
|
|
$
|
56,715
|
|
|
$
|
28,225
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Statutory tax expense (benefit)
|
$
|
59,706
|
|
|
$
|
(41,932
|
)
|
|
$
|
38,813
|
|
Brazil nontaxable incentive
|
(15,454
|
)
|
|
(7,849
|
)
|
|
(10,622
|
)
|
|||
Valuation allowance
|
9,458
|
|
|
43,884
|
|
|
1,609
|
|
|||
Brazil tax goodwill amortization
|
(1,509
|
)
|
|
(3,807
|
)
|
|
(4,802
|
)
|
|||
Foreign tax rate differential
|
(14,853
|
)
|
|
(12,432
|
)
|
|
(14,332
|
)
|
|||
Foreign subsidiary earnings
|
14,621
|
|
|
59,460
|
|
|
10,648
|
|
|||
Accrual adjustments
|
2,243
|
|
|
5,755
|
|
|
494
|
|
|||
Non-deductible goodwill
|
—
|
|
|
5,189
|
|
|
—
|
|
|||
FCPA provision, nondeductible portion
|
—
|
|
|
5,412
|
|
|
2,939
|
|
|||
Other
|
(642
|
)
|
|
3,035
|
|
|
3,478
|
|
|||
Income tax expense
|
$
|
53,570
|
|
|
$
|
56,715
|
|
|
$
|
28,225
|
|
|
2014
|
|
2013
|
||||
Balance at January 1
|
$
|
16,545
|
|
|
$
|
13,178
|
|
Increases related to prior year tax positions
|
314
|
|
|
1,489
|
|
||
Increases related to current year tax positions
|
694
|
|
|
2,864
|
|
||
Settlements
|
(2,499
|
)
|
|
—
|
|
||
Reduction due to lapse of applicable statute of limitations
|
(87
|
)
|
|
(986
|
)
|
||
Balance at December 31
|
$
|
14,967
|
|
|
$
|
16,545
|
|
|
2014
|
|
2013
|
||||
Deferred tax assets
|
|
|
|
||||
Accrued expenses
|
$
|
56,652
|
|
|
$
|
56,704
|
|
Warranty accrual
|
35,601
|
|
|
25,943
|
|
||
Deferred compensation
|
15,751
|
|
|
14,839
|
|
||
Allowance for doubtful accounts
|
9,112
|
|
|
8,141
|
|
||
Inventories
|
14,057
|
|
|
11,253
|
|
||
Deferred revenue
|
12,460
|
|
|
14,795
|
|
||
Pension and post-retirement benefits
|
73,026
|
|
|
45,601
|
|
||
Tax credits
|
33,393
|
|
|
34,350
|
|
||
Net operating loss carryforwards
|
68,883
|
|
|
74,472
|
|
||
Capital loss carryforwards
|
—
|
|
|
2,295
|
|
||
State deferred taxes
|
17,393
|
|
|
13,489
|
|
||
Other
|
3,557
|
|
|
—
|
|
||
|
339,885
|
|
|
301,882
|
|
||
Valuation allowance
|
(87,959
|
)
|
|
(87,773
|
)
|
||
Net deferred tax assets
|
$
|
251,926
|
|
|
$
|
214,109
|
|
|
|
|
|
||||
Deferred tax liabilities
|
|
|
|
||||
Property, plant and equipment
|
$
|
18,316
|
|
|
$
|
15,494
|
|
Goodwill and intangible assets
|
17,508
|
|
|
17,601
|
|
||
Partnership interest
|
13,105
|
|
|
13,170
|
|
||
Undistributed earnings
|
14,346
|
|
|
27,766
|
|
||
Other
|
—
|
|
|
1,130
|
|
||
Net deferred tax liabilities
|
63,275
|
|
|
75,161
|
|
||
Net deferred tax asset
|
$
|
188,651
|
|
|
$
|
138,948
|
|
|
2014
|
|
2013
|
||||
Deferred income taxes - current assets
|
$
|
110,999
|
|
|
$
|
110,165
|
|
Deferred income taxes - long-term assets
|
86,544
|
|
|
39,461
|
|
||
Other current liabilities
|
(2,365
|
)
|
|
(1,528
|
)
|
||
Deferred income taxes - long-term liabilities
|
(6,527
|
)
|
|
(9,150
|
)
|
||
Net deferred tax asset
|
$
|
188,651
|
|
|
$
|
138,948
|
|
|
Cost Basis
|
|
Unrealized Gain/(Loss)
|
|
Fair Value
|
||||||
As of December 31, 2014
|
|
|
|
|
|
||||||
Short-term investments
|
|
|
|
|
|
||||||
Certificates of deposit
|
$
|
136,653
|
|
|
$
|
—
|
|
|
$
|
136,653
|
|
Long-term investments
|
|
|
|
|
|
||||||
Assets held in a rabbi trust
|
$
|
9,327
|
|
|
$
|
444
|
|
|
$
|
9,771
|
|
|
|
|
|
|
|
||||||
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
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Finance lease receivables sold
|
$
|
21,958
|
|
|
$
|
—
|
|
|
$
|
50,225
|
|
|
2014
|
|
2013
|
||||
Gross minimum lease receivable
|
$
|
161,241
|
|
|
$
|
109,312
|
|
Allowance for credit losses
|
(385
|
)
|
|
(439
|
)
|
||
Estimated unguaranteed residual values
|
6,057
|
|
|
6,979
|
|
||
|
166,913
|
|
|
115,852
|
|
||
Less:
|
|
|
|
||||
Unearned interest income
|
(1,266
|
)
|
|
(9,345
|
)
|
||
Unearned residuals
|
(7,345
|
)
|
|
(1,016
|
)
|
||
|
(8,611
|
)
|
|
(10,361
|
)
|
||
Total
|
$
|
158,302
|
|
|
$
|
105,491
|
|
2015
|
$
|
59,466
|
|
2016
|
56,226
|
|
|
2017
|
36,943
|
|
|
2018
|
4,521
|
|
|
2019
|
2,050
|
|
|
Thereafter
|
2,035
|
|
|
|
$
|
161,241
|
|
|
|
Finance
Leases |
|
Notes
Receivable |
|
Total
|
||||||
Allowance for credit losses
|
|
|
|
|
|
|
||||||
Balance at January 1, 2013
|
|
$
|
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
|
|
Provision for credit losses
|
|
243
|
|
|
—
|
|
|
243
|
|
|||
Write-offs
|
|
(297
|
)
|
|
—
|
|
|
(297
|
)
|
|||
Balance at December 31, 2014
|
|
$
|
385
|
|
|
$
|
4,134
|
|
|
$
|
4,519
|
|
|
|
December 31,
|
||||||
|
|
2014
|
|
2013
|
||||
30-59 days past due
|
|
$
|
85
|
|
|
$
|
85
|
|
60-89 days past due
|
|
—
|
|
|
—
|
|
||
> 89 days past due
|
|
1,518
|
|
|
—
|
|
||
Total past due
|
|
$
|
1,603
|
|
|
$
|
85
|
|
|
2014
|
|
2013
|
||||
Finished goods
|
$
|
197,429
|
|
|
$
|
167,577
|
|
Service parts
|
125,570
|
|
|
132,508
|
|
||
Raw materials and work in process
|
82,174
|
|
|
76,377
|
|
||
Total inventories
|
$
|
405,173
|
|
|
$
|
376,462
|
|
|
Estimated
Useful Life |
|
|
||||||
|
(years)
|
|
2014
|
|
2013
|
||||
Land and land improvements
|
0-15
|
|
$
|
7,044
|
|
|
$
|
7,008
|
|
Buildings and building equipment
|
15
|
|
59,754
|
|
|
63,225
|
|
||
Machinery, tools and equipment
|
5-12
|
|
86,513
|
|
|
93,403
|
|
||
Leasehold improvements (1)
|
10
|
|
24,871
|
|
|
26,858
|
|
||
Computer equipment
|
3-5
|
|
57,859
|
|
|
79,719
|
|
||
Computer software
|
5-10
|
|
162,690
|
|
|
154,622
|
|
||
Furniture and fixtures
|
5-8
|
|
65,409
|
|
|
71,492
|
|
||
Tooling
|
3-5
|
|
94,571
|
|
|
85,560
|
|
||
Construction in progress
|
|
|
54,183
|
|
|
17,207
|
|
||
Total property plant and equipment, at cost
|
|
|
$
|
612,894
|
|
|
$
|
599,094
|
|
Less accumulated depreciation and amortization
|
|
|
443,388
|
|
|
438,199
|
|
||
Total property plant and equipment, net
|
|
|
$
|
169,506
|
|
|
$
|
160,895
|
|
|
NA
|
|
AP
|
|
EMEA
|
|
LA
|
|
Brazil
|
|
Total
|
||||||||||||
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 January 1, 2013
|
$
|
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
|
|
Divestiture
|
(1,600
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,600
|
)
|
||||||
Currency translation adjustment
|
(179
|
)
|
|
(1,271
|
)
|
|
—
|
|
|
(500
|
)
|
|
(4,304
|
)
|
|
(6,254
|
)
|
||||||
Goodwill
|
110,250
|
|
|
40,036
|
|
|
168,714
|
|
|
4,324
|
|
|
139,394
|
|
|
462,718
|
|
||||||
Accumulated impairment losses
|
(13,171
|
)
|
|
—
|
|
|
(168,714
|
)
|
|
—
|
|
|
(108,859
|
)
|
|
(290,744
|
)
|
||||||
Balance at December 31, 2014
|
$
|
97,079
|
|
|
$
|
40,036
|
|
|
$
|
—
|
|
|
$
|
4,324
|
|
|
$
|
30,535
|
|
|
$
|
171,974
|
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
Notes payable – current
|
|
|
|
||||
Uncommitted lines of credit
|
$
|
24,750
|
|
|
$
|
43,062
|
|
Other
|
825
|
|
|
729
|
|
||
|
$
|
25,575
|
|
|
$
|
43,791
|
|
Long-term debt
|
|
|
|
||||
Credit facility
|
$
|
240,000
|
|
|
$
|
239,000
|
|
Senior notes
|
225,000
|
|
|
225,000
|
|
||
Industrial development revenue bonds
|
11,900
|
|
|
11,900
|
|
||
Other
|
2,894
|
|
|
4,342
|
|
||
|
$
|
479,794
|
|
|
$
|
480,242
|
|
|
Maturities of
Long-Term Debt
|
||
2015
|
$
|
—
|
|
2016
|
176,091
|
|
|
2017
|
13,230
|
|
|
2018
|
50,364
|
|
|
Thereafter
|
240,109
|
|
|
|
$
|
479,794
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Change in benefit obligation
|
|
|
|
|
|
|
|
||||||||
Benefit obligation at beginning of year
|
$
|
468,945
|
|
|
$
|
673,711
|
|
|
$
|
13,085
|
|
|
$
|
15,727
|
|
Service cost
|
2,924
|
|
|
11,616
|
|
|
—
|
|
|
—
|
|
||||
Interest cost
|
22,999
|
|
|
27,597
|
|
|
627
|
|
|
628
|
|
||||
Actuarial loss (gain)
|
112,611
|
|
|
(72,187
|
)
|
|
1,909
|
|
|
(1,991
|
)
|
||||
Plan participant contributions
|
—
|
|
|
—
|
|
|
69
|
|
|
65
|
|
||||
Medicare retiree drug subsidy reimbursements
|
—
|
|
|
—
|
|
|
190
|
|
|
215
|
|
||||
Benefits paid
|
(29,476
|
)
|
|
(26,185
|
)
|
|
(1,383
|
)
|
|
(1,559
|
)
|
||||
Curtailments
|
—
|
|
|
(45,858
|
)
|
|
—
|
|
|
—
|
|
||||
Settlements
|
—
|
|
|
(138,482
|
)
|
|
—
|
|
|
—
|
|
||||
Special termination benefits
|
—
|
|
|
38,733
|
|
|
—
|
|
|
—
|
|
||||
Benefit obligation at end of year
|
$
|
578,003
|
|
|
$
|
468,945
|
|
|
$
|
14,497
|
|
|
$
|
13,085
|
|
|
|
|
|
|
|
|
|
||||||||
Change in plan assets
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at beginning of year
|
$
|
346,560
|
|
|
$
|
473,097
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Actual return on plan assets
|
37,499
|
|
|
34,560
|
|
|
—
|
|
|
—
|
|
||||
Employer contributions
|
9,622
|
|
|
3,570
|
|
|
1,314
|
|
|
1,494
|
|
||||
Plan participant contributions
|
—
|
|
|
—
|
|
|
69
|
|
|
65
|
|
||||
Benefits paid
|
(29,476
|
)
|
|
(26,185
|
)
|
|
(1,383
|
)
|
|
(1,559
|
)
|
||||
Settlements
|
—
|
|
|
(138,482
|
)
|
|
—
|
|
|
—
|
|
||||
Fair value of plan assets at end of year (1)
|
$
|
364,205
|
|
|
$
|
346,560
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
Funded status
|
$
|
(213,798
|
)
|
|
$
|
(122,385
|
)
|
|
$
|
(14,497
|
)
|
|
$
|
(13,085
|
)
|
|
|
|
|
|
|
|
|
||||||||
Amounts recognized in balance sheets
|
|
|
|
|
|
|
|
||||||||
Noncurrent assets
|
$
|
—
|
|
|
$
|
80
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Current liabilities
|
3,478
|
|
|
4,456
|
|
|
1,361
|
|
|
1,482
|
|
||||
Noncurrent liabilities (2)
|
210,320
|
|
|
118,010
|
|
|
13,136
|
|
|
11,604
|
|
||||
Accumulated other comprehensive loss:
|
|
|
|
|
|
|
|
||||||||
Unrecognized net actuarial loss (3)
|
(176,104
|
)
|
|
(77,987
|
)
|
|
(4,276
|
)
|
|
(2,570
|
)
|
||||
Unrecognized prior service (cost) benefit (3)
|
(67
|
)
|
|
80
|
|
|
220
|
|
|
446
|
|
||||
Net amount recognized
|
$
|
37,627
|
|
|
$
|
44,479
|
|
|
$
|
10,441
|
|
|
$
|
10,962
|
|
|
|
|
|
|
|
|
|
||||||||
Change in accumulated other comprehensive loss
|
|
|
|
|
|
|
|||||||||
Balance at beginning of year
|
$
|
(77,906
|
)
|
|
$
|
(239,823
|
)
|
|
$
|
(2,123
|
)
|
|
$
|
(4,049
|
)
|
Prior service credit recognized during the year
|
(156
|
)
|
|
(313
|
)
|
|
(226
|
)
|
|
(488
|
)
|
||||
Net actuarial losses recognized during the year
|
3,025
|
|
|
14,469
|
|
|
202
|
|
|
423
|
|
||||
Net actuarial (losses) gains occurring during the year
|
(101,134
|
)
|
|
71,075
|
|
|
(1,909
|
)
|
|
1,991
|
|
||||
Prior service cost recognized due to curtailment
|
—
|
|
|
2,075
|
|
|
—
|
|
|
—
|
|
||||
Net actuarial losses recognized due to curtailment
|
—
|
|
|
54,455
|
|
|
—
|
|
|
—
|
|
||||
Settlements
|
—
|
|
|
20,156
|
|
|
—
|
|
|
—
|
|
||||
Balance at end of year
|
$
|
(176,171
|
)
|
|
$
|
(77,906
|
)
|
|
$
|
(4,056
|
)
|
|
$
|
(2,123
|
)
|
(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
|
||||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
||||||||||||
Components of net periodic benefit cost
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Service cost
|
$
|
2,924
|
|
|
$
|
11,616
|
|
|
$
|
11,446
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest cost
|
22,999
|
|
|
27,597
|
|
|
31,831
|
|
|
627
|
|
|
628
|
|
|
814
|
|
||||||
Expected return on plan assets
|
(25,798
|
)
|
|
(35,746
|
)
|
|
(40,821
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of prior service cost (1)
|
(156
|
)
|
|
(313
|
)
|
|
258
|
|
|
(226
|
)
|
|
(488
|
)
|
|
(517
|
)
|
||||||
Recognized net actuarial loss
|
3,025
|
|
|
14,469
|
|
|
16,777
|
|
|
202
|
|
|
423
|
|
|
488
|
|
||||||
Curtailment loss
|
—
|
|
|
10,672
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Settlement loss
|
—
|
|
|
20,156
|
|
|
21,907
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Special termination benefits
|
—
|
|
|
38,733
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net periodic benefit cost
|
$
|
2,994
|
|
|
$
|
87,184
|
|
|
$
|
41,398
|
|
|
$
|
603
|
|
|
$
|
563
|
|
|
$
|
785
|
|
(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.
|
|
2014
|
|
2013
|
||||
Projected benefit obligation
|
$
|
578,003
|
|
|
$
|
455,009
|
|
Accumulated benefit obligation
|
$
|
577,639
|
|
|
$
|
454,681
|
|
Fair value of plan assets
|
$
|
364,205
|
|
|
$
|
332,543
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||
Discount rate
|
4.21
|
%
|
|
5.09
|
%
|
|
4.21
|
%
|
|
5.09
|
%
|
Rate of compensation increase
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||
Discount rate
|
5.09
|
%
|
|
4.21
|
%
|
|
5.09
|
%
|
|
4.21
|
%
|
Expected long-term return on plan assets
|
7.95
|
%
|
|
8.05
|
%
|
|
N/A
|
|
|
N/A
|
|
Rate of compensation increase
|
N/A
|
|
|
3.25
|
%
|
|
N/A
|
|
|
N/A
|
|
|
2014
|
|
2013
|
||
Healthcare cost trend rate assumed for next year
|
7.5
|
%
|
|
7.5
|
%
|
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)
|
5.0
|
%
|
|
5.0
|
%
|
Year that rate reaches ultimate trend rate
|
2020
|
|
|
2019
|
|
|
One-Percentage-Point Increase
|
|
One-Percentage-Point Decrease
|
||||
Effect on total of service and interest cost
|
$
|
34
|
|
|
$
|
(32
|
)
|
Effect on post-retirement benefit obligation
|
$
|
928
|
|
|
$
|
(836
|
)
|
|
|
Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Cash and other
|
|
$
|
3,883
|
|
|
$
|
3,883
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Mutual funds:
|
|
|
|
|
|
|
|
|
||||||||
Balanced fund
|
|
15,291
|
|
|
15,291
|
|
|
—
|
|
|
—
|
|
||||
Equity securities:
|
|
|
|
|
|
|
|
|
||||||||
U.S. mid cap value
|
|
13,949
|
|
|
13,949
|
|
|
—
|
|
|
—
|
|
||||
U.S. small cap core
|
|
18,477
|
|
|
18,477
|
|
|
—
|
|
|
—
|
|
||||
International developed markets
|
|
33,875
|
|
|
33,875
|
|
|
—
|
|
|
—
|
|
||||
Fixed income securities:
|
|
|
|
|
|
|
|
|
||||||||
U.S. corporate bonds
|
|
51,671
|
|
|
—
|
|
|
51,671
|
|
|
—
|
|
||||
International corporate bonds
|
|
217
|
|
|
—
|
|
|
217
|
|
|
—
|
|
||||
U.S. government
|
|
1,948
|
|
|
—
|
|
|
1,948
|
|
|
—
|
|
||||
Other fixed income
|
|
271
|
|
|
—
|
|
|
271
|
|
|
—
|
|
||||
Emerging markets
|
|
16,730
|
|
|
—
|
|
|
16,730
|
|
|
—
|
|
||||
Common collective trusts:
|
|
|
|
|
|
|
|
|
||||||||
Real estate (a)
|
|
16,768
|
|
|
—
|
|
|
—
|
|
|
16,768
|
|
||||
Other (b)
|
|
153,753
|
|
|
—
|
|
|
153,753
|
|
|
—
|
|
||||
Alternative investments:
|
|
|
|
|
|
|
|
|
||||||||
Multi-strategy hedge funds (c)
|
|
16,593
|
|
|
—
|
|
|
—
|
|
|
16,593
|
|
||||
Private equity funds (d)
|
|
20,779
|
|
|
—
|
|
|
—
|
|
|
20,779
|
|
||||
Fair value of plan assets at end of year
|
|
$
|
364,205
|
|
|
$
|
85,475
|
|
|
$
|
224,590
|
|
|
$
|
54,140
|
|
|
|
Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Cash and other
|
|
$
|
20,884
|
|
|
$
|
20,884
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Mutual funds:
|
|
|
|
|
|
|
|
|
||||||||
Balanced fund
|
|
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
|
|
Distributions paid in 2014
|
|
(15,817
|
)
|
|
|
|
|
|
|
|||||||
Fair value of plan assets at end of year
|
|
$
|
346,560
|
|
|
|
|
|
|
|
(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, 2014
, investments in this CCT included approximately
44 percent
office,
21 percent
residential,
24 percent
retail and
11 percent
industrial, cash and other. As of
December 31, 2013
investments in this CCT included approximately
45 percent
office,
23 percent
residential,
18 percent
retail and
14 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, 2014
, approximately
58 percent
of the other CCTs are invested in fixed income securities including approximately
27 percent
in mortgage-backed securities,
47 percent
in corporate bonds and
26 percent
in U.S. Treasury and other. Approximately
42 percent
of the other CCTs at
December 31, 2014
are invested in Russell 1000 Fund large cap index funds. 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. 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, 2014
and
2013
, investments in this class include approximately
44 percent
and
35 percent
long/short equity, respectively,
44 percent
and
45 percent
arbitrage and event investments, respectively, and
10 percent
and
20 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, 2014
and
2013
, 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, 2014
and
2013
, the Company had unfunded commitments of underlying funds of
$5,529
in both years.
|
|
|
2014
|
|
2013
|
||||
Balance, January 1
|
|
$
|
73,426
|
|
|
$
|
76,883
|
|
Dispositions
|
|
(26,167
|
)
|
|
(12,850
|
)
|
||
Realized and unrealized gain, net
|
|
6,881
|
|
|
9,393
|
|
||
Balance, December 31
|
|
$
|
54,140
|
|
|
$
|
73,426
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||
Amount of net prior service credit
|
$
|
7
|
|
|
$
|
(159
|
)
|
Amount of net loss
|
$
|
6,514
|
|
|
$
|
326
|
|
|
Pension Benefits
|
|
Other Benefits
|
|
Other Benefits
after Medicare Part D Subsidy |
||||||
2015
|
$
|
26,830
|
|
|
$
|
1,533
|
|
|
$
|
1,390
|
|
2016
|
$
|
27,071
|
|
|
$
|
1,505
|
|
|
$
|
1,366
|
|
2017
|
$
|
27,366
|
|
|
$
|
1,473
|
|
|
$
|
1,337
|
|
2018
|
$
|
27,967
|
|
|
$
|
1,425
|
|
|
$
|
1,294
|
|
2019
|
$
|
28,439
|
|
|
$
|
1,367
|
|
|
$
|
1,241
|
|
2020-2024
|
$
|
152,422
|
|
|
$
|
5,936
|
|
|
$
|
5,399
|
|
|
Employees hired prior
to July 1, 2003
|
|
Employees hired on
or after July 1, 2003
|
Effective January 1, 2012 - December 31, 2013
|
30% of first 6%
|
|
60% of first 6%
|
Effective January 1, 2014 - December 31, 2014
|
60% of first 6%
|
|
60% of first 6%
|
|
Total
|
|
Real Estate
|
|
Vehicles and Equipment (a)
|
||||||
2015
|
$
|
44,790
|
|
|
$
|
30,233
|
|
|
$
|
14,557
|
|
2016
|
33,978
|
|
|
25,892
|
|
|
8,086
|
|
|||
2017
|
23,609
|
|
|
19,205
|
|
|
4,404
|
|
|||
2018
|
16,483
|
|
|
14,725
|
|
|
1,758
|
|
|||
2019
|
13,785
|
|
|
13,004
|
|
|
781
|
|
|||
Thereafter
|
16,638
|
|
|
16,148
|
|
|
490
|
|
|||
|
$
|
149,283
|
|
|
$
|
119,207
|
|
|
$
|
30,076
|
|
(a)
|
The Company leases vehicles with contractual terms of
36
to
60 months
that are cancellable after
12 months
without penalty. Future minimum lease payments reflect only the minimum payments during the initial
12-month non-cancellable term
.
|
|
2014
|
|
2013
|
||||
Balance at January 1
|
$
|
83,199
|
|
|
$
|
81,751
|
|
Current period accruals (1)
|
81,316
|
|
|
58,736
|
|
||
Current period settlements
|
(51,167
|
)
|
|
(57,288
|
)
|
||
Balance at December 31
|
$
|
113,348
|
|
|
$
|
83,199
|
|
(1)
|
Includes the impact of foreign exchange rate fluctuations.
|
|
2014
|
|
2013
|
||||
Interest expense
|
$
|
(6,291
|
)
|
|
$
|
(6,406
|
)
|
Foreign exchange gain, net
|
21,100
|
|
|
10,900
|
|
||
Total
|
$
|
14,809
|
|
|
$
|
4,494
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Cost of sales - services
|
$
|
601
|
|
|
$
|
27,107
|
|
|
$
|
6,226
|
|
Cost of sales - products
|
1,398
|
|
|
1,256
|
|
|
(1,849
|
)
|
|||
Selling and administrative expense
|
13
|
|
|
22,561
|
|
|
9,037
|
|
|||
Research, development and engineering expense
|
9,860
|
|
|
6,091
|
|
|
1,827
|
|
|||
Total
|
$
|
11,872
|
|
|
$
|
57,015
|
|
|
$
|
15,241
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Severance
|
|
|
|
|
|
||||||
NA
|
$
|
4,358
|
|
|
$
|
46,582
|
|
|
$
|
10,773
|
|
AP
|
434
|
|
|
1,986
|
|
|
326
|
|
|||
EMEA
|
511
|
|
|
1,231
|
|
|
(276
|
)
|
|||
LA
|
1,242
|
|
|
268
|
|
|
184
|
|
|||
Brazil
|
5,327
|
|
|
3,820
|
|
|
3,878
|
|
|||
Total Severance
|
11,872
|
|
|
53,887
|
|
|
14,885
|
|
|||
|
|
|
|
|
|
||||||
Other
|
|
|
|
|
|
||||||
NA
|
—
|
|
|
1,988
|
|
|
—
|
|
|||
AP
|
—
|
|
|
573
|
|
|
(20
|
)
|
|||
EMEA
|
—
|
|
|
567
|
|
|
376
|
|
|||
Total Other
|
—
|
|
|
3,128
|
|
|
356
|
|
|||
Total
|
$
|
11,872
|
|
|
$
|
57,015
|
|
|
$
|
15,241
|
|
|
Severance
|
|
Other
|
|
Total
|
||||||
Cumulative total restructuring costs for the multi-year realignment plan
|
|
|
|
|
|
||||||
NA
|
$
|
61,713
|
|
|
$
|
1,988
|
|
|
$
|
63,701
|
|
AP
|
2,746
|
|
|
553
|
|
|
3,299
|
|
|||
EMEA
|
1,466
|
|
|
943
|
|
|
2,409
|
|
|||
LA
|
1,694
|
|
|
—
|
|
|
1,694
|
|
|||
Brazil
|
13,025
|
|
|
—
|
|
|
13,025
|
|
|||
Total
|
$
|
80,644
|
|
|
$
|
3,484
|
|
|
$
|
84,128
|
|
Balance at January 1, 2012
|
$
|
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
|
|
Liabilities incurred
|
11,872
|
|
|
Liabilities paid/settled
|
(39,315
|
)
|
|
Balance at December 31, 2014
|
$
|
7,846
|
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||||||||||||||||
|
|
|
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
|
$
|
136,653
|
|
|
$
|
136,653
|
|
|
$
|
—
|
|
|
$
|
215,010
|
|
|
$
|
215,010
|
|
|
$
|
—
|
|
U.S. dollar indexed bond funds
|
—
|
|
|
—
|
|
|
—
|
|
|
27,978
|
|
|
—
|
|
|
27,978
|
|
||||||
Assets held in rabbi trusts
|
9,771
|
|
|
9,771
|
|
|
—
|
|
|
10,377
|
|
|
10,377
|
|
|
—
|
|
||||||
Foreign exchange forward contracts
|
2,964
|
|
|
—
|
|
|
2,964
|
|
|
1,382
|
|
|
—
|
|
|
1,382
|
|
||||||
Total
|
$
|
149,388
|
|
|
$
|
146,424
|
|
|
$
|
2,964
|
|
|
$
|
254,747
|
|
|
$
|
225,387
|
|
|
$
|
29,360
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Deferred compensation
|
$
|
9,771
|
|
|
$
|
9,771
|
|
|
$
|
—
|
|
|
$
|
10,377
|
|
|
$
|
10,377
|
|
|
$
|
—
|
|
Foreign exchange forward contracts
|
967
|
|
|
—
|
|
|
967
|
|
|
364
|
|
|
—
|
|
|
364
|
|
||||||
Interest rate swaps
|
1,212
|
|
|
—
|
|
|
1,212
|
|
|
2,351
|
|
|
—
|
|
|
2,351
|
|
||||||
Total
|
$
|
11,950
|
|
|
$
|
9,771
|
|
|
$
|
2,179
|
|
|
$
|
13,092
|
|
|
$
|
10,377
|
|
|
$
|
2,715
|
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||||||||
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
||||||||
Notes payable
|
$
|
25,575
|
|
|
$
|
25,575
|
|
|
$
|
43,791
|
|
|
$
|
43,791
|
|
Long-term debt
|
483,621
|
|
|
479,794
|
|
|
489,499
|
|
|
480,242
|
|
||||
Total debt instruments
|
$
|
509,196
|
|
|
$
|
505,369
|
|
|
$
|
533,290
|
|
|
$
|
524,033
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Revenue summary by segment
|
|
|
|
|
|
||||||
NA
|
$
|
1,407,707
|
|
|
$
|
1,415,050
|
|
|
$
|
1,590,532
|
|
AP
|
500,285
|
|
|
479,129
|
|
|
427,542
|
|
|||
EMEA
|
421,141
|
|
|
362,167
|
|
|
325,489
|
|
|||
LA
|
239,409
|
|
|
241,770
|
|
|
258,079
|
|
|||
Brazil
|
482,511
|
|
|
359,375
|
|
|
390,051
|
|
|||
Total customer revenues
|
$
|
3,051,053
|
|
|
$
|
2,857,491
|
|
|
$
|
2,991,693
|
|
|
|
|
|
|
|
||||||
Intersegment revenues
|
|
|
|
|
|
||||||
NA
|
$
|
68,414
|
|
|
$
|
76,306
|
|
|
$
|
57,240
|
|
AP
|
85,395
|
|
|
99,268
|
|
|
113,116
|
|
|||
EMEA
|
56,582
|
|
|
46,011
|
|
|
43,204
|
|
|||
LA
|
556
|
|
|
—
|
|
|
—
|
|
|||
Total intersegment revenues
|
$
|
210,947
|
|
|
$
|
221,585
|
|
|
$
|
213,560
|
|
|
|
|
|
|
|
||||||
Segment operating profit
|
|
|
|
|
|
||||||
NA
|
$
|
277,168
|
|
|
$
|
252,737
|
|
|
$
|
294,996
|
|
AP
|
66,394
|
|
|
62,760
|
|
|
62,414
|
|
|||
EMEA
|
61,574
|
|
|
44,507
|
|
|
28,659
|
|
|||
LA
|
40,285
|
|
|
35,218
|
|
|
44,472
|
|
|||
Brazil
|
28,452
|
|
|
6,321
|
|
|
3,304
|
|
|||
Total segment operating profit
|
$
|
473,873
|
|
|
$
|
401,543
|
|
|
$
|
433,845
|
|
|
|
|
|
|
|
|
|
|
|||
Corporate charges not allocated to segments (1)
|
(291,417
|
)
|
|
(262,840
|
)
|
|
(259,259
|
)
|
|||
Impairment of assets
|
(2,123
|
)
|
|
(72,017
|
)
|
|
(15,783
|
)
|
|||
Restructuring charges
|
(11,872
|
)
|
|
(57,015
|
)
|
|
(15,241
|
)
|
|||
Net non-routine income (expense)
|
12,486
|
|
|
(127,931
|
)
|
|
(42,133
|
)
|
|||
|
(292,926
|
)
|
|
(519,803
|
)
|
|
(332,416
|
)
|
|||
Operating profit (loss)
|
$
|
180,947
|
|
|
$
|
(118,260
|
)
|
|
$
|
101,429
|
|
Other income (expense)
|
(10,358
|
)
|
|
(1,547
|
)
|
|
9,466
|
|
|||
Income (loss) from continuing operations before taxes
|
$
|
170,589
|
|
|
$
|
(119,807
|
)
|
|
$
|
110,895
|
|
(1)
|
Corporate charges not allocated to segments include headquarter based costs associated with manufacturing administration, procurement, human resources, compensation and benefits, finance and accounting, global development/engineering, global strategy/mergers and acquisitions, global information technology, tax, treasury and legal.
|
|
2014
|
|
2013
|
|
2012
|
||||||
Segment depreciation and amortization expense
|
|
|
|
|
|
||||||
NA
|
$
|
9,276
|
|
|
$
|
12,240
|
|
|
$
|
14,591
|
|
AP
|
7,748
|
|
|
7,710
|
|
|
6,520
|
|
|||
EMEA
|
4,042
|
|
|
3,724
|
|
|
5,042
|
|
|||
LA
|
3,100
|
|
|
3,382
|
|
|
3,266
|
|
|||
Brazil
|
8,894
|
|
|
8,211
|
|
|
8,557
|
|
|||
Total segment depreciation and amortization expense
|
33,060
|
|
|
35,267
|
|
|
37,976
|
|
|||
Corporate depreciation and amortization expense
|
41,012
|
|
|
47,327
|
|
|
40,668
|
|
|||
Total depreciation and amortization expense
|
$
|
74,072
|
|
|
$
|
82,594
|
|
|
$
|
78,644
|
|
|
|
2014
|
|
2013
|
||||
Segment property, plant and equipment, at cost
|
|
|
|
|
||||
NA
|
|
$
|
128,755
|
|
|
$
|
137,669
|
|
AP
|
|
46,876
|
|
|
46,117
|
|
||
EMEA
|
|
38,228
|
|
|
40,715
|
|
||
LA
|
|
23,991
|
|
|
24,470
|
|
||
Brazil
|
|
54,739
|
|
|
65,148
|
|
||
Total segment property, plant and equipment, at cost
|
|
292,589
|
|
|
314,119
|
|
||
Corporate property plant and equipment, at cost, not allocated to segments
|
|
320,305
|
|
|
284,975
|
|
||
Total property, plant and equipment, at cost
|
|
$
|
612,894
|
|
|
$
|
599,094
|
|
Revenue summary by service and product solution
|
|
2014
|
|
2013
|
|
2012
|
||||||
Financial self-service:
|
|
|
|
|
|
|
||||||
Services
|
|
$
|
1,220,514
|
|
|
$
|
1,188,937
|
|
|
$
|
1,199,325
|
|
Products
|
|
977,340
|
|
|
977,632
|
|
|
1,069,872
|
|
|||
Total financial self-service
|
|
2,197,854
|
|
|
2,166,569
|
|
|
2,269,197
|
|
|||
Security:
|
|
|
|
|
|
|
||||||
Services
|
|
417,112
|
|
|
448,123
|
|
|
427,007
|
|
|||
Products
|
|
210,931
|
|
|
170,766
|
|
|
196,630
|
|
|||
Total security
|
|
628,043
|
|
|
618,889
|
|
|
623,637
|
|
|||
Total financial self-service & security
|
|
2,825,897
|
|
|
2,785,458
|
|
|
2,892,834
|
|
|||
Brazil other
|
|
225,156
|
|
|
72,033
|
|
|
98,859
|
|
|||
|
|
$
|
3,051,053
|
|
|
$
|
2,857,491
|
|
|
$
|
2,991,693
|
|
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||||||||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||||||||||
Net sales
|
$
|
688,293
|
|
|
$
|
633,511
|
|
|
$
|
733,457
|
|
|
$
|
707,113
|
|
|
$
|
768,031
|
|
|
$
|
705,424
|
|
|
$
|
861,272
|
|
|
$
|
811,443
|
|
Gross profit
|
164,133
|
|
|
130,014
|
|
|
186,795
|
|
|
157,416
|
|
|
200,583
|
|
|
172,805
|
|
|
227,839
|
|
|
180,121
|
|
||||||||
Net income (loss)
|
4,876
|
|
|
(13,882
|
)
|
|
43,131
|
|
|
(103,852
|
)
|
|
34,955
|
|
|
(20,204
|
)
|
|
34,057
|
|
|
(38,584
|
)
|
||||||||
Net (loss) income attributable to
noncontrolling interests |
(4,930
|
)
|
|
(436
|
)
|
|
1,496
|
|
|
1,183
|
|
|
1,935
|
|
|
1,486
|
|
|
4,101
|
|
|
2,850
|
|
||||||||
Net income (loss) attributable to
Diebold, Incorporated |
$
|
9,806
|
|
|
$
|
(13,446
|
)
|
|
$
|
41,635
|
|
|
$
|
(105,035
|
)
|
|
$
|
33,020
|
|
|
$
|
(21,690
|
)
|
|
$
|
29,956
|
|
|
$
|
(41,434
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net income (loss) attributable to Diebold, Incorporated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic earnings (loss) per share
|
$
|
0.15
|
|
|
$
|
(0.21
|
)
|
|
$
|
0.64
|
|
|
$
|
(1.65
|
)
|
|
$
|
0.51
|
|
|
$
|
(0.34
|
)
|
|
$
|
0.46
|
|
|
$
|
(0.65
|
)
|
Diluted earnings (loss) per share
|
$
|
0.15
|
|
|
$
|
(0.21
|
)
|
|
$
|
0.64
|
|
|
$
|
(1.65
|
)
|
|
$
|
0.51
|
|
|
$
|
(0.34
|
)
|
|
$
|
0.46
|
|
|
$
|
(0.65
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic weighted-average shares
outstanding (in thousands)
|
64,254
|
|
|
63,311
|
|
|
64,588
|
|
|
63,700
|
|
|
64,615
|
|
|
63,825
|
|
|
64,631
|
|
|
63,928
|
|
||||||||
Diluted weighted-average shares
outstanding (in thousands) (1)
|
64,809
|
|
|
63,311
|
|
|
65,224
|
|
|
63,700
|
|
|
65,293
|
|
|
63,825
|
|
|
65,380
|
|
|
63,928
|
|
(1)
|
Incremental shares of
659 thousand
,
447 thousand
,
479 thousand
and
508 thousand
were excluded from the computation of diluted EPS for the first, second, third and fourth quarter of 2013 because their effect is anti-dilutive due to the loss from continuing operations.
|
•
|
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.
|
*
|
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
97
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)
|
February 17, 2015
|
|||
Andreas W. Mattes
|
|
||||
|
|
|
|||
/s/ Christopher A. Chapman
|
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
|
February 17, 2015
|
|||
Christopher A. Chapman
|
|
||||
|
|
|
|||
/s/ Christopher Macey
|
Vice President and Corporate Controller
(Principal Accounting Officer)
|
February 17, 2015
|
|||
Christopher Macey
|
|
||||
|
|
|
|||
*
|
Director
|
|
February 17, 2015
|
||
Patrick W. Allender
|
|
|
|
||
|
|
|
|||
*
|
Director
|
|
February 17, 2015
|
||
Roberto Artavia
|
|
|
|
||
|
|
|
|||
*
|
Director
|
|
February 17, 2015
|
||
Bruce L. Byrnes
|
|
|
|
||
|
|
|
|||
*
|
Director
|
|
February 17, 2015
|
||
Phillip R. Cox
|
|
|
|
||
|
|
|
|||
*
|
Director
|
|
February 17, 2015
|
||
Richard L. Crandall
|
|
|
|
||
|
|
|
|||
*
|
Director
|
|
February 17, 2015
|
||
Gale S. Fitzgerald
|
|
|
|
||
|
|
|
|||
*
|
Director
|
February 17, 2015
|
|||
Gary G. Greenfield
|
|
|
|||
|
|
|
|||
*
|
Director
|
February 17, 2015
|
|||
Robert S. Prather, Jr.
|
|
|
|||
|
|
|
|||
*
|
Director
|
February 17, 2015
|
|||
Rajesh K. Soin
|
|
|
|||
|
|
|
|
||
*
|
Director
|
|
February 17, 2015
|
||
Henry D.G. Wallace
|
|
|
|
|
|
|
|
|
|
||
*
|
Director
|
|
February 17, 2015
|
||
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, 2014
|
|
|
|
|
|
|
|
||||||
Allowance for doubtful accounts
|
$
|
24,872
|
|
|
13,420
|
|
|
15,281
|
|
|
$
|
23,011
|
|
|
|
|
|
|
|
|
|
||||||
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
|
|
EXHIBIT NO.
|
DOCUMENT DESCRIPTION
|
10.17(ii)
|
Form of Deferred Shares Agreement (2014)
|
10.22
|
Form of Long-Term Incentive Deferred Share Agreement (2014)
|
21.1
|
Subsidiaries of the Registrant as of December 31, 2014
|
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.
|
Definitions.
|
(a)
|
A “
Change in Control
” shall be deemed to have occurred if any of the following events shall occur:
|
(i)
|
The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either: (A) the then-outstanding shares of common stock of the Corporation (the “Corporation Common Stock”) or (B) the combined voting power of the then-outstanding voting securities of the Corporation entitled to vote generally in the election of directors (“Voting Stock”); provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change in Control: (1) any acquisition directly from the Corporation, (2) any acquisition by the Corporation, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Corporation or any Subsidiary of the Corporation, or (4) any acquisition by any Person pursuant to a transaction which complies with clauses (A), (B) and (C) of subsection (iii) of this Section 1(a); or
|
(ii)
|
Individuals who, as of the date hereof, constitute the Board (as modified by this subsection (ii), the “Incumbent Board”) cease for any reason (other than death or disability) to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Corporation’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board (either by a specific vote or by approval of the proxy statement of the Corporation in which such person is named as a nominee for director, without objection to such nomination) shall be considered as though such individual were a member of the Incumbent Board, but excluding for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened
|
(iii)
|
Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Corporation (a “Business Combination”), in each case, unless, following such Business Combination, (A) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Corporation Common Stock and Voting Stock immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity which as a result of such transaction owns the Corporation or all or substantially all of the Corporation’s assets either directly or through one or more subsidiaries) in substantially the same proportions relative to each other as their ownership, immediately prior to such Business Combination, of the Corporation Common Stock and Voting Stock of the Corporation, as the case may be, (B) no Person (excluding any entity resulting from such Business Combination or any employee benefit plan (or related trust) sponsored or maintained by the Corporation or such entity resulting from such Business Combination) beneficially owns, directly or indirectly, 30% or more of, respectively, the then-outstanding shares of common stock of the entity resulting from such Business Combination, or the combined voting power of the then-outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (C) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board providing for such Business Combination; or
|
(iv)
|
Approval by the shareholders of the Corporation of a complete liquidation or dissolution of the Corporation.
|
(b)
|
“
Deferral Period
” means the period commencing on the Date of Grant and ending on the Vesting Date (defined below).
|
2.
|
Vesting of Deferred Shares.
|
(a)
|
General
. Subject to the terms and conditions of Section 2(b), (c), (d) and (e) hereof, the Grantee’s right to receive Deferred Shares under this Agreement shall become nonforfeitable on the first anniversary of the Date of Grant (the “Vesting Date”). Except as provided below, if Grantee terminates services prior to the Vesting Date, his or her Deferred Shares granted under this Agreement will be forfeited.
|
(b)
|
Effect of Change in Control
. In the event of (i) a Change in Control after the Date of Grant but prior to the Vesting Date and (ii) prior to the Vesting Date, the Grantee’s service as a Non-Employee Director of the Corporation terminates (A) in connection with a request made by the Corporation or the Board that the Grantee resign as a Non-Employee Director or (B) as a result of the Grantee not being nominated for re-election as a Non-Employee Director in connection with the Change in Control, then the Deferred Shares granted hereby shall immediately become nonforfeitable. Notwithstanding anything in this Section 2(b) to the contrary, in connection with a Business Combination the result of which is that
|
(c)
|
Effect of Death, Disability
. If the Grantee dies or becomes disabled (which shall mean that Grantee is no longer able to perform the duties of a Director on account of a medically determinable physical or mental impairment) prior to the Vesting Date, the Deferred Shares granted hereby shall immediately become nonforfeitable.
|
(d)
|
Effect of Retirement
. If the Grantee’s service as a Non-Employee Director should terminate prior to the Vesting Date when he or she has served as a Director for ten full years or more or attained age 72, the Deferred Shares granted hereby shall become immediately nonforfeitable.
|
(e)
|
Effect of Other Termination of Service
. In the event that the Grantee’s service as a Non-Employee Director shall terminate prior to the Vesting Date in a manner other than any specified in Section 2(b), 2(c) or 2(d) hereof, the Grantee shall forfeit any Deferred Shares that have not become nonforfeitable by such Grantee at the time of such termination; provided, however, that the Board upon recommendation of the Board Governance Committee may order that any part or all of such Deferred Shares become nonforfeitable.
|
4.
|
Payment of Dividend Equivalents.
|
5.
|
Deferred Shares Non-Transferable.
|
6.
|
Dilution and Other Adjustments.
|
7.
|
Compliance with Section 409A of the Code
.
|
8.
|
Becoming an Employee.
|
9.
|
Stock Ownership Guidelines
.
|
10.
|
Plan.
|
11.
|
Amendments.
|
12.
|
Validity.
|
13.
|
Governing Law.
|
Date:
|
|
|
|
|
|
|
|
Date:___________________
|
___________________________________
|
|
[Signature]
|
Date: _________________
|
|
|
Grantee
|
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 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)
|
Cryptera A/S
|
Denmark
|
100%(27)
|
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.
|
The 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.
|
The 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 DBD EMEA Holding C.V. (refer to 28 for ownership).
|
|
|
|
(8
|
)
|
70.70 percent of voting securities are owned by Registrant; 21.55 percent of voting securities are owned by Diebold Self-service Solutions Limited Liability Company (refer to 15 for ownership); 7.73 percent of voting securities are owned by Diebold Switzerland Holding Company, LLC, which is 100% owned by Registrant and 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.
|
|
|
Signature
|
|
Date
|
|
|
|
/s/ Patrick W. Allender
|
February 13, 2015
|
|
Patrick W. Allender
|
|
|
|
|
|
/s/ Roberto Artavia
|
February 15, 2015
|
|
Roberto Artavia
|
|
|
|
|
|
/s/ Bruce L. Byrnes
|
February 13, 2015
|
|
Bruce L. Byrnes
|
|
|
|
|
|
/s/ Phillip R. Cox
|
February 13, 2015
|
|
Phillip R. Cox
|
|
|
|
|
|
/s/ Richard L. Crandall
|
February 13, 2015
|
|
Richard L. Crandall
|
|
|
|
|
|
/s/ Gale S. Fitzgerald
|
February 14, 2015
|
|
Gale S. Fitzgerald
|
|
|
|
|
|
/s/ Gary G. Greenfield
|
February 13, 2015
|
|
Gary G. Greenfield
|
|
|
|
|
|
/s/ Robert S. Prather, Jr.
|
February 13, 2015
|
|
Robert S. Prather, Jr.
|
|
|
|
|
|
/s/ Rajesh K. Soin
|
February 14, 2015
|
|
Rajesh K. Soin
|
|
|
|
|
|
/s/ Henry D.G. Wallace
|
February 13, 2015
|
|
Henry D.G. Wallace
|
|
|
|
|
|
/s/ Alan J. Weber
|
February 13, 2015
|
|
Alan J. Weber
|
|
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:
|
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)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2)
|
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.
|
1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2)
|
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.
|