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, 2017
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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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Emerging growth company
o
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(do not check if a smaller reporting company)
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•
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Realizing volume discounts on direct materials
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•
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Harmonizing the solutions set of platforms and components
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Increasing utilization rates of the service technicians
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Rationalizing facilities in the regions
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Streamlining corporate and general and administrative functions
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Harmonizing back office solutions.
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Connection points
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•
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Transaction management
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•
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Operations and security
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Customer engagement
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Analytics and digital
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•
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Vynamic Engage: A new cloud-based, software-as-a-service solution that enables a 360-degree view of customer behavior at every touchpoint. Customers may use the software to offer targeted promotions and conduct real-time campaigns across all channels.
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Vynamic Mobile Shopper: Offering mobile self-scanning capabilities via both retail-hardened devices and consumer smartphones.
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Vynamic Mobile Retail: A mobile scan & go application built on the Kony platform and enriched with personalization features from Vynamic Engage.
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Advanced security solutions including anti-skimming card readers, biometric authentication and a modular, scalable architecture suited for various threat environments and risk appetites;
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Facilitating real-time monitoring activities through the use of advanced sensors;
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•
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Remote and assisted self-service solutions including in-store/branch tablet notifications and two-way video capabilities;
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Mobile connectivity to support contactless transactions; and
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Miniaturization technologies needed for branch/store transformation.
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Leveraging the purchasing power of the Company through its procurement partnership program;
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Streamlining the product portfolio - including terminals, core technologies and components;
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Developing a partner ecosystem to complement the Company's core technologies; and
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•
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Consolidating manufacturing capacity to optimize fixed costs
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Advanced security and compliance measures,
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•
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Advanced sensors,
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Modern field services operations,
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Cloud computing,
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•
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Analytics, and
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•
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As-a-service software expertise.
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•
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managing a significantly larger company;
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•
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integrating and unifying the offerings and services available to customers and coordinating distribution and marketing efforts;
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•
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coordinating corporate and administrative infrastructures and harmonizing insurance coverages;
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unanticipated issues in coordinating accounting, IT, communications, administration and other systems;
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difficulty addressing possible differences in corporate cultures and management philosophies;
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•
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challenges associated with continuing to maintain the Acquisition's financial reporting in accordance with both accounting principles generally accepted in the U.S. (U.S GAAP) and International Financial Reporting Standards (IFRS) and the ongoing costs of compliance with the Sarbanes-Oxley Act of 2002, as amended, and the rules promulgated thereunder by the SEC;
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•
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legal and regulatory compliance;
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creating and implementing uniform standards, controls, procedures and policies;
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•
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litigation relating to the transactions contemplated by a reorganization, including shareholder litigation;
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•
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diversion of management’s attention from other operations;
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maintaining existing agreements and relationships with customers, distributors, providers and vendors and avoiding delays in entering into new agreements with prospective customers, distributors, providers and vendors;
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realizing the benefits from the Company’s restructuring programs;
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•
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unforeseen and unexpected liabilities related to the Acquisition, including the risk that certain of the Company's executive officers may be subject to additional fiduciary duties and liability;
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•
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identifying and eliminating redundant and underperforming functions and assets; and
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•
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a deterioration of credit ratings.
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•
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make it more difficult for the Company to pay or refinance its debts as they become due during adverse economic and industry conditions because the Company may not have sufficient cash flows to make its scheduled debt payments;
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•
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cause the Company to use a larger portion of its cash flow to fund interest and principal payments, reducing the availability of cash to fund working capital, capital expenditures, research and development and other business activities;
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•
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limit the Company’s ability to take advantage of significant business opportunities, such as acquisition opportunities, and to react to changes in market or industry conditions;
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•
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cause the Company to be more vulnerable to general adverse economic and industry conditions;
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•
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cause the Company to be disadvantaged compared to competitors with less leverage;
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•
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result in a downgrade in the credit rating of the Company or indebtedness of the Company or its subsidiaries, which could increase the cost of borrowings; and
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limit the Company’s ability to borrow additional monies in the future to fund working capital, capital expenditures, research and development and other business activities.
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incur additional indebtedness and guarantee indebtedness;
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•
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pay dividends or make other distributions or repurchase or redeem capital stock;
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prepay, redeem or repurchase certain debt;
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issue certain preferred stock or similar equity securities;
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make loans and investments;
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•
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sell assets;
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incur liens;
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enter into transactions with affiliates;
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•
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alter the businesses we conduct;
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enter into agreements restricting our subsidiaries’ ability to pay dividends; and
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consolidate, merge or sell all or substantially all of our assets.
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limited in how we conduct our business;
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•
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unable to raise additional debt or equity financing to operate during general economic or business downturns; and
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unable to compete effectively or to take advantage of new business opportunities.
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•
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combining service and product offerings and entering into new markets in which we are not experienced;
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convincing customers and distributors that any such transaction will not diminish client service standards or business focus, preventing customers and distributors from deferring purchasing decisions or switching to other suppliers or service providers (which could result in additional obligations to address customer uncertainty), and coordinating service, sales, marketing and distribution efforts;
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consolidating and rationalizing corporate IT infrastructure, which may include multiple systems from various acquisitions and integrating software code;
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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;
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achieving savings from supply chain and administration integration; and
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efficiently divesting combined business operations which may cause increased costs as divested businesses are de-integrated from embedded systems and operations.
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changes in the market acceptance of our services and products;
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customer and competitor consolidation;
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changes in customer preferences;
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declines in general economic conditions;
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disruptive technologies;
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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 retail stores and banks, credit unions and other financial institutions may lead to cost-cutting efforts by customers, including branch closures, which could cause us to lose current or potential customers or achieve less revenue per customer; and
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•
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availability of purchased products.
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fluctuations in currency exchange rates, particularly in EMEA (primarily the euro (EUR) and Great Britain pound sterling (GBP)), China (renminbi) and Brazil (real);
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•
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transportation delays and interruptions;
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•
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political and economic instability and disruptions, including the impact on trade agreements;
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•
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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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•
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the imposition of duties, tariffs and other taxes;
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import and export controls;
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•
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changes in governmental policies and regulatory environments;
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ensuring our compliance with U.S. laws and regulations and applicable laws and regulations in other jurisdictions, including the Foreign Corrupt Practices Act (FCPA), the U.K. Bribery Act, and applicable laws and regulations in other jurisdictions;
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•
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increasingly complex laws and regulations concerning privacy and data security, including the European Union’s General Data Protection Regulation;
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labor unrest and current and changing regulatory environments;
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•
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the uncertainty of product acceptance by different cultures;
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the risks of divergent business expectations or cultural incompatibility inherent in establishing strategic alliances with foreign partners;
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difficulties in staffing and managing multi-national operations;
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•
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limitations on the ability to enforce legal rights and remedies;
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•
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reduced protection for intellectual property rights in some countries; and
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•
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potentially adverse tax consequences, including repatriation of profits.
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Americas
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EMEA
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AP
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Barbados
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Haiti
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Algeria
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Israel
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Russia
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Australia
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Belize
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Honduras
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Austria
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Italy
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Slovakia
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China
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Bolivia
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Jamaica
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Belgium
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Luxembourg
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South Africa
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Hong Kong
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Brazil
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Mexico
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Czech Republic
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Malta
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Spain
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India
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Canada
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Nicaragua
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Denmark
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Morocco
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Sweden
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Indonesia
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Chile
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Panama
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Finland
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Namibia
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Switzerland
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Malaysia
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Colombia
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Paraguay
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France
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Netherlands
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Turkey
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Philippines
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Costa Rica
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Peru
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Germany
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Nigeria
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Uganda
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Singapore
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Dominican Republic
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Uruguay
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Greece
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Norway
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Ukraine
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Taiwan
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Ecuador
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Venezuela
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Hungary
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Poland
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United Arab Emirates
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Thailand
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El Salvador
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United States
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Ireland
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Portugal
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United Kingdom
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Vietnam
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Guatemala
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2017
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2016
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2015
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||||||||||||||||||
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High
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Low
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High
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Low
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High
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Low
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||||||||||||
1st Quarter
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$
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31.85
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$
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24.90
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$
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29.80
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$
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22.84
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$
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36.49
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$
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30.63
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2nd Quarter
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$
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30.70
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$
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25.50
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$
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28.81
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$
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23.10
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|
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$
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38.94
|
|
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$
|
33.21
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3rd Quarter
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$
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28.50
|
|
|
$
|
17.95
|
|
|
$
|
29.01
|
|
|
$
|
23.95
|
|
|
$
|
35.79
|
|
|
$
|
29.16
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4th Quarter
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$
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23.50
|
|
|
$
|
16.00
|
|
|
$
|
25.90
|
|
|
$
|
21.05
|
|
|
$
|
37.98
|
|
|
$
|
29.60
|
|
Full Year
|
$
|
31.85
|
|
|
$
|
16.00
|
|
|
$
|
29.80
|
|
|
$
|
21.05
|
|
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$
|
38.94
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|
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$
|
29.16
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|
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
|
|
4,117
|
|
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$
|
23.21
|
|
|
—
|
|
|
2,426,177
|
|
November
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
2,426,177
|
|
December
|
|
8,084
|
|
|
$
|
17.76
|
|
|
—
|
|
|
2,426,177
|
|
Total
|
|
12,201
|
|
|
$
|
19.60
|
|
|
—
|
|
|
|
(1)
|
All shares were surrendered or deemed surrendered to the Company in connection with the Company’s stock-based compensation plans.
|
(2)
|
The total number of shares repurchased as part of the publicly announced share repurchase plan was 13,450,772 as of
December 31, 2017
. The plan was approved by the Board of Directors in April 1997. The Company may purchase shares from time to time in open market purchases or privately negotiated transactions. The Company may make all or part of the purchases pursuant to accelerated share repurchases or Rule 10b5-1 plans. The plan has no expiration date. The following table provides a summary of Board of Director approvals to repurchase the Company's outstanding common shares:
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|
|
Total Number of Shares
Approved for Repurchase
|
|
1997
|
|
2,000,000
|
|
2004
|
|
2,000,000
|
|
2005
|
|
6,000,000
|
|
2007
|
|
2,000,000
|
|
2011
|
|
1,876,949
|
|
2012
|
|
2,000,000
|
|
|
|
15,876,949
|
|
(1)
|
There are twenty-three companies included in the Company's 2016 peer group, which are: Actuant Corp, Allegion PLC, Benchmark Electronics Inc., Brady Corp., Brinks Co., Convergys Corp., DST Systems Inc., Fidelity National Information Services Inc., Fiserv Inc., Global Payments Inc., Harris Corp, International Game Technology PLC, Intuit Inc., Logitech International SA, Mettler-Toledo International Inc., NCR Corp., Netapp Inc., Pitney Bowes Inc., Sensata Technologies Holding NV, Timken Co., Unisys Corp., Western Union Co. and Woodward Inc.
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(2)
|
The sixteen companies included in the Company's 2017 peer group are: Alliance Data Systems Corp., Benchmark Electronics Inc., Convergys Corp., DST Systems Inc., DXC Technology Co., Global Payments Inc., Harris Corp., Juniper Networks Inc., Logitech International SA, Motorola Solutions Inc., NCR Corp., Netapp Inc., Pitney Bowes Inc., Unisys Corp., Western Union Co. and Zebra Technologies Corp.
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|
Years Ended December 31,
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||||||||||||||||||
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2017
|
|
2016
|
|
2015
|
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2014
|
|
2013
|
||||||||||
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(in millions, except per share data)
|
||||||||||||||||||
Results of operations
|
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Net sales
|
$
|
4,609.3
|
|
|
$
|
3,316.3
|
|
|
$
|
2,419.3
|
|
|
$
|
2,734.8
|
|
|
$
|
2,582.7
|
|
Cost of sales
|
3,599.6
|
|
|
2,594.6
|
|
|
1,767.3
|
|
|
2,008.6
|
|
|
1,996.7
|
|
|||||
Gross profit
|
$
|
1,009.7
|
|
|
$
|
721.7
|
|
|
$
|
652.0
|
|
|
$
|
726.2
|
|
|
$
|
586.0
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Amounts attributable to Diebold Nixdorf, Incorporated
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations, net of tax
|
$
|
(233.1
|
)
|
|
$
|
(176.7
|
)
|
|
$
|
57.8
|
|
|
$
|
104.7
|
|
|
$
|
(195.3
|
)
|
Income from discontinued operations, net of tax
|
—
|
|
|
143.7
|
|
|
15.9
|
|
|
9.7
|
|
|
13.7
|
|
|||||
Net income (loss) attributable to Diebold Nixdorf, Incorporated
|
$
|
(233.1
|
)
|
|
$
|
(33.0
|
)
|
|
$
|
73.7
|
|
|
$
|
114.4
|
|
|
$
|
(181.6
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic earnings (loss) per common share
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations, net of tax
|
$
|
(3.09
|
)
|
|
$
|
(2.56
|
)
|
|
$
|
0.89
|
|
|
$
|
1.62
|
|
|
$
|
(3.06
|
)
|
Income from discontinued operations, net of tax
|
—
|
|
|
2.08
|
|
|
0.24
|
|
|
0.15
|
|
|
0.21
|
|
|||||
Net income (loss) attributable to Diebold Nixdorf, Incorporated
|
$
|
(3.09
|
)
|
|
$
|
(0.48
|
)
|
|
$
|
1.13
|
|
|
$
|
1.77
|
|
|
$
|
(2.85
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted earnings (loss) per common share
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations, net of tax
|
$
|
(3.09
|
)
|
|
$
|
(2.56
|
)
|
|
$
|
0.88
|
|
|
$
|
1.61
|
|
|
$
|
(3.06
|
)
|
Income from discontinued operations, net of tax
|
—
|
|
|
2.08
|
|
|
0.24
|
|
|
0.15
|
|
|
0.21
|
|
|||||
Net income (loss) attributable to Diebold Nixdorf, Incorporated
|
$
|
(3.09
|
)
|
|
$
|
(0.48
|
)
|
|
$
|
1.12
|
|
|
$
|
1.76
|
|
|
$
|
(2.85
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Number of weighted-average shares outstanding
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic shares
|
75.5
|
|
|
69.1
|
|
|
64.9
|
|
|
64.5
|
|
|
63.7
|
|
|||||
Diluted shares
|
75.5
|
|
|
69.1
|
|
|
65.6
|
|
|
65.2
|
|
|
63.7
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends
|
|
|
|
|
|
|
|
|
|
||||||||||
Common dividends paid
|
$
|
30.6
|
|
|
$
|
64.6
|
|
|
$
|
75.6
|
|
|
$
|
74.9
|
|
|
$
|
74.0
|
|
Common dividends paid per share
|
$
|
0.40
|
|
|
$
|
0.96
|
|
|
$
|
1.15
|
|
|
$
|
1.15
|
|
|
$
|
1.15
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Consolidated balance sheet data (as of period end)
|
|
|
|
|
|
|
|
|
(unaudited)
|
||||||||||
Current assets
|
$
|
2,508.4
|
|
|
$
|
2,619.6
|
|
|
$
|
1,643.6
|
|
|
$
|
1,655.5
|
|
|
$
|
1,555.4
|
|
Current liabilities
|
$
|
1,799.4
|
|
|
$
|
1,824.5
|
|
|
$
|
955.8
|
|
|
$
|
1,027.8
|
|
|
$
|
893.8
|
|
Net working capital
|
$
|
709.0
|
|
|
$
|
795.1
|
|
|
$
|
687.8
|
|
|
$
|
627.7
|
|
|
$
|
661.6
|
|
Property, plant and equipment, net
|
$
|
364.5
|
|
|
$
|
387.0
|
|
|
$
|
175.3
|
|
|
$
|
165.7
|
|
|
$
|
160.9
|
|
Total long-term liabilities
|
$
|
2,451.9
|
|
|
$
|
2,376.9
|
|
|
$
|
851.1
|
|
|
$
|
759.5
|
|
|
$
|
668.9
|
|
Redeemable noncontrolling interests
|
$
|
492.1
|
|
|
$
|
44.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total assets
|
$
|
5,250.2
|
|
|
$
|
5,270.3
|
|
|
$
|
2,242.4
|
|
|
$
|
2,342.1
|
|
|
$
|
2,183.5
|
|
Total equity
|
$
|
506.8
|
|
|
$
|
1,024.8
|
|
|
$
|
435.5
|
|
|
$
|
554.8
|
|
|
$
|
620.8
|
|
•
|
Launched the DN2020 integration and transformation program and realized more than $100 of cost savings during the year.
|
•
|
Rationalized the manufacturing footprint from a capacity of approximately 180,000 ATMs per year to approximately 100,000 ATMs per year and consolidated approximately 25 percent of service parts depots across the globe.
|
•
|
Shifted production to the manufacturing facility in Suzhou, China operated by its strategic alliance partner, Inspur Group. This strategic alliance is enabling the Company to realize procurement advancements through better access to local suppliers and is enhancing our ability to adapt to market conditions.
|
•
|
Consolidated legal entities in order to simplify sales, service operations and business processes through a single entity in each country.
|
•
|
Was named as the largest manufacturer of ATMs by Retail Banking Research's report "Global ATM Market and Forecasts to 2022."
|
•
|
Introduced new mobility management services offering with as-a-service, security and data analytics offerings.
|
•
|
Won a number of retail contracts to modernize checkout solutions and implement omni-channel retailing, including a $53.0 store lifecycle management deal with a European fashion retailer.
|
•
|
Introduced Vynamic, the first end-to-end Connected Commerce software portfolio in the marketplace.
|
•
|
Announced strategic partnership with Kony, Inc. (Kony) to white label mobile application solutions for financial institutions and retailers.
|
•
|
Received the "Global Self-Checkout Systems Growth Excellence Leadership Award" from Frost & Sullivan in recognition of the Company's product innovation, growth, channel partnership strategies, and ability to serve multiple retailer segments.
|
•
|
Announced product readiness to support the Microsoft® Windows 10 operating system.
|
•
|
Demand for services on distributed IT assets such as ATMs, POS and SCO, including managed services and professional services;
|
•
|
Timing of system upgrades and/or replacement cycles for ATMs, POS and SCO;
|
•
|
Demand for software products and professional services;
|
•
|
Demand for security products and services for the financial, retail and commercial sectors;
|
•
|
Demand for innovative technology in connection with our Connected Commerce strategy;
|
•
|
Integration of legacy salesforce, business processes, procurement, and internal IT systems; and
|
•
|
Realization of cost reductions and synergies, which leverage the Company's global scale, reduce overlap and improve operating efficiencies.
|
|
Years ended December 31,
|
||||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||||||||||||
|
|
|
% of Net Sales
|
|
% Change
|
|
|
|
% of Net Sales
|
|
% Change
|
|
|
|
% of Net Sales
|
||||||
Net sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Services and software
|
$
|
2,873.9
|
|
|
62.4
|
|
44.9
|
|
$
|
1,983.0
|
|
|
59.8
|
|
38.2
|
|
$
|
1,434.8
|
|
|
59.3
|
Systems
|
1,735.4
|
|
|
37.6
|
|
30.2
|
|
1,333.3
|
|
|
40.2
|
|
35.4
|
|
984.5
|
|
|
40.7
|
|||
|
4,609.3
|
|
|
100.0
|
|
39.0
|
|
3,316.3
|
|
|
100.0
|
|
37.1
|
|
2,419.3
|
|
|
100.0
|
|||
Cost of sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Services and software
|
2,161.0
|
|
|
46.9
|
|
54.1
|
|
1,402.2
|
|
|
42.3
|
|
48.1
|
|
946.8
|
|
|
39.1
|
|||
Systems
|
1,438.6
|
|
|
31.2
|
|
20.6
|
|
1,192.4
|
|
|
36.0
|
|
45.3
|
|
820.5
|
|
|
33.9
|
|||
|
3,599.6
|
|
|
78.1
|
|
38.7
|
|
2,594.6
|
|
|
78.3
|
|
46.8
|
|
1,767.3
|
|
|
73.0
|
|||
Gross profit
|
1,009.7
|
|
|
21.9
|
|
39.9
|
|
721.7
|
|
|
21.8
|
|
10.7
|
|
652.0
|
|
|
26.9
|
|||
Selling and administrative expense
|
933.7
|
|
|
20.3
|
|
22.7
|
|
761.2
|
|
|
23.0
|
|
55.9
|
|
488.2
|
|
|
20.2
|
|||
Research, development and engineering expense
|
155.5
|
|
|
3.4
|
|
41.1
|
|
110.2
|
|
|
3.3
|
|
26.8
|
|
86.9
|
|
|
3.6
|
|||
Impairment of assets
|
3.1
|
|
|
0.1
|
|
(68.4)
|
|
9.8
|
|
|
0.3
|
|
(48.1)
|
|
18.9
|
|
|
0.8
|
|||
(Gain) loss on sale of assets, net
|
1.0
|
|
|
—
|
|
N/M
|
|
0.3
|
|
|
—
|
|
N/M
|
|
(0.6
|
)
|
|
—
|
|||
|
1,093.3
|
|
|
23.8
|
|
24.0
|
|
881.5
|
|
|
26.6
|
|
48.6
|
|
593.4
|
|
|
24.5
|
|||
Operating profit (loss)
|
(83.6
|
)
|
|
(1.8)
|
|
(47.7)
|
|
(159.8
|
)
|
|
(4.8)
|
|
N/M
|
|
58.6
|
|
|
2.4
|
|||
Other income (expense)
|
(92.1
|
)
|
|
(2.0)
|
|
17.3
|
|
(78.5
|
)
|
|
(2.4)
|
|
N/M
|
|
(12.8
|
)
|
|
(0.5)
|
|||
Income (loss) from continuing operations before taxes
|
(175.7
|
)
|
|
(3.8)
|
|
(26.3)
|
|
(238.3
|
)
|
|
(7.2)
|
|
N/M
|
|
45.8
|
|
|
1.9
|
|||
Income tax (benefit) expense
|
29.8
|
|
|
0.6
|
|
N/M
|
|
(67.6
|
)
|
|
(2.0)
|
|
N/M
|
|
(13.7
|
)
|
|
(0.6)
|
|||
Income (loss) from continuing operations, net of tax
|
(205.5
|
)
|
|
(4.5)
|
|
20.4
|
|
(170.7
|
)
|
|
(5.1)
|
|
N/M
|
|
59.5
|
|
|
2.5
|
|||
Income from discontinued operations, net of tax
|
—
|
|
|
—
|
|
N/M
|
|
143.7
|
|
|
4.3
|
|
N/M
|
|
15.9
|
|
|
0.6
|
|||
Net income (loss)
|
(205.5
|
)
|
|
(4.5)
|
|
N/M
|
|
(27.0
|
)
|
|
(0.8)
|
|
N/M
|
|
75.4
|
|
|
3.1
|
|||
Net income attributable to noncontrolling interests, net of tax
|
27.6
|
|
|
0.6
|
|
N/M
|
|
6.0
|
|
|
0.2
|
|
N/M
|
|
1.7
|
|
|
0.1
|
|||
Net income (loss) attributable to Diebold Nixdorf, Incorporated
|
$
|
(233.1
|
)
|
|
(5.1)
|
|
N/M
|
|
$
|
(33.0
|
)
|
|
(1.0)
|
|
N/M
|
|
$
|
73.7
|
|
|
3.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Amounts attributable to Diebold Nixdorf, Incorporated
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Income (loss) before discontinued operations, net of tax
|
$
|
(233.1
|
)
|
|
(5.1)
|
|
31.9
|
|
$
|
(176.7
|
)
|
|
(5.3)
|
|
N/M
|
|
$
|
57.8
|
|
|
2.4
|
Income from discontinued operations, net of tax
|
—
|
|
|
—
|
|
N/M
|
|
143.7
|
|
|
4.3
|
|
N/M
|
|
15.9
|
|
|
0.6
|
|||
Net income (loss) attributable to Diebold Nixdorf, Incorporated
|
$
|
(233.1
|
)
|
|
(5.1)
|
|
N/M
|
|
$
|
(33.0
|
)
|
|
(1.0)
|
|
N/M
|
|
$
|
73.7
|
|
|
3.0
|
|
|
|
|
|
|
|
Percent of Total Net Sales for the Year Ended
|
||||||||||
|
2017
|
|
2016
|
|
% Change
|
|
% Change in CC
(1)
|
|
2017
|
|
2016
|
||||||
Segments
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Services
|
$
|
2,397.3
|
|
|
$
|
1,726.7
|
|
|
38.8
|
|
|
35.7
|
|
|
52.0
|
|
52.1
|
Software
|
476.6
|
|
|
256.3
|
|
|
86.0
|
|
|
78.2
|
|
|
10.3
|
|
7.7
|
||
Systems
|
1,735.4
|
|
|
1,333.3
|
|
|
30.2
|
|
|
26.6
|
|
|
37.7
|
|
40.2
|
||
Net sales
|
$
|
4,609.3
|
|
|
$
|
3,316.3
|
|
|
39.0
|
|
|
35.4
|
|
|
100.0
|
|
100.0
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Geographic regions
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Americas
|
$
|
1,605.8
|
|
|
$
|
1,662.3
|
|
|
(3.4
|
)
|
|
(4.5
|
)
|
|
34.8
|
|
50.1
|
EMEA
|
2,380.1
|
|
|
1,183.2
|
|
|
101.2
|
|
|
90.4
|
|
|
51.6
|
|
35.7
|
||
AP
|
623.4
|
|
|
470.8
|
|
|
32.4
|
|
|
31.5
|
|
|
13.6
|
|
14.2
|
||
Net sales
|
$
|
4,609.3
|
|
|
$
|
3,316.3
|
|
|
39.0
|
|
|
35.4
|
|
|
100.0
|
|
100.0
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Solutions
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Banking
|
$
|
3,429.0
|
|
|
$
|
2,799.9
|
|
|
22.5
|
|
|
20.0
|
|
|
74.4
|
|
84.4
|
Retail
|
1,180.3
|
|
|
516.4
|
|
|
128.6
|
|
|
115.3
|
|
|
25.6
|
|
15.6
|
||
Net sales
|
$
|
4,609.3
|
|
|
$
|
3,316.3
|
|
|
39.0
|
|
|
35.4
|
|
|
100.0
|
|
100.0
|
•
|
Services net sales
increased
$670.6
, which included incremental net sales from the Acquisition of
$652.5
and a net
favorable
currency impact of
$40.1
. Excluding the incremental net sales from the Acquisition and currency, net sales decreased $22.0 attributable to the run-off of multi-vendor service contracts as well as lower installation revenue tied to decreased systems volumes in the Americas. This was partially offset by higher managed services net sales in AP. Services net sales in 2017 also included an unfavorable impact of
$15.2
related to purchase accounting adjustments, which was an increase of
$7.1
compared to the prior year.
|
•
|
Software net sales
increased
$220.3
, which included incremental net sales from the Acquisition of
$202.5
and a net
favorable
currency impact of
$11.1
. Excluding the incremental net sales from the Acquisition and currency, net sales increased $6.7 primarily related to higher volume and project activity in EMEA. This increase was partially offset by lower volume in the Americas and AP as noted below.
|
•
|
Systems net sales
increased
$402.1
, including incremental net sales from the Acquisition of
$662.7
and a net
favorable
currency impact of
$37.1
. Excluding the incremental net sales from the Acquisition and currency, net sales decreased $297.7 as systems net sales were adversely impacted by lower banking solutions activity across the Company and lower retail solutions activity in the Americas. The banking volume declines were primarily due to lower banking project activity in the Americas and EMEA and from structural changes in the AP market. Systems net sales in 2017 also included an unfavorable impact of
$15.2
related to purchase accounting adjustments, which was an increase of
$7.1
compared to the prior year.
|
•
|
Americas net sales
decreased
$56.5
or
3.4 percent
. The incremental net sales from the Acquisition accounted for
$105.8
. Excluding the incremental net sales from the Acquisition, net sales
decreased
$162.3
as a result of fewer large systems projects across the Americas, including Brazil voting solutions which was down $54.3 and Mexico banking solutions. In addition, lower services revenue in North America related to a decrease in multi-vendor service contract volume and lower installations resulting from the decrease in large systems projects.
|
•
|
EMEA net sales
increased
$1,196.9
or
101.2 percent
. The incremental net sales from the Acquisition accounted for
$1,228.2
. Excluding the incremental net sales from the Acquisition, net sales
decreased
$31.3
primarily attributable to a large prior year systems project in Turkey that was not replicated in 2017 as well as lower systems volume in Germany. Additionally, lower sales in the U.K. also contributed to the decrease related to the Competition and Markets Authority (CMA) review and ultimate divestiture of the Company’s legacy banking business on June 30, 2017. The systems decrease was offset in part by services as a result of higher retail solutions activity and software which benefited from increased volume across the geographic region.
|
•
|
AP net sales
increased
$152.6
or
32.4 percent
. The incremental net sales from the Acquisition accounted for
$183.7
. Excluding the incremental net sales from the Acquisition, net sales
decreased
$31.1
primarily due to lower systems volume related to the market structure change in China, partially offset by higher services sales in India.
|
•
|
Banking net sales
increased
$629.1
or
22.5 percent
. The incremental net sales from the Acquisition accounted for
$836.4
. Excluding the incremental net sales from the Acquisition, net sales
decreased
$207.3
primarily due to lower systems volumes and the associated installation activity across the Company, with lower large project activity impacting all regions. Additionally, banking services decreased primarily due to the run-off of multi-vendor service contracts in the Americas and an incremental $8.5 related to purchase accounting adjustments. These decreases were partially offset by higher banking services sales in AP.
|
•
|
Retail net sales
increased
$663.9
or
128.6 percent
. The incremental net sales from the Acquisition accounted for
$681.3
. Excluding the incremental net sales from the Acquisition, net sales
decreased
$17.4
due to lower demand for voting solutions in Brazil of $54.3. Lower voting solutions volume was partially offset by increased services and software revenue in EMEA and higher systems volume and the associated services in AP.
|
|
2017
|
|
2016
|
|
$ Change
|
|
% Change
|
||||||
Gross profit - services and software
|
$
|
712.9
|
|
|
$
|
580.8
|
|
|
$
|
132.1
|
|
|
22.7
|
Gross profit - systems
|
296.8
|
|
|
140.9
|
|
|
155.9
|
|
|
N/M
|
|||
Total gross profit
|
$
|
1,009.7
|
|
|
$
|
721.7
|
|
|
$
|
288.0
|
|
|
39.9
|
|
|
|
|
|
|
|
|
||||||
Gross margin - services and software
|
24.8
|
%
|
|
29.3
|
%
|
|
|
|
|
||||
Gross margin - systems
|
17.1
|
%
|
|
10.6
|
%
|
|
|
|
|
|
|||
Total gross margin
|
21.9
|
%
|
|
21.8
|
%
|
|
|
|
|
|
|
2017
|
|
2016
|
|
$ Change
|
|
% Change
|
||||||
Selling and administrative expense
|
$
|
933.7
|
|
|
$
|
761.2
|
|
|
$
|
172.5
|
|
|
22.7
|
Research, development and engineering expense
|
155.5
|
|
|
110.2
|
|
|
45.3
|
|
|
41.1
|
|||
Impairment of assets
|
3.1
|
|
|
9.8
|
|
|
(6.7
|
)
|
|
(68.4)
|
|||
(Gain) loss on sale of assets, net
|
1.0
|
|
|
0.3
|
|
|
0.7
|
|
|
N/M
|
|||
Total operating expenses
|
$
|
1,093.3
|
|
|
$
|
881.5
|
|
|
$
|
211.8
|
|
|
24.0
|
|
2017
|
|
2016
|
|
$ Change
|
|
% Change
|
||||||
Operating profit (loss)
|
$
|
(83.6
|
)
|
|
$
|
(159.8
|
)
|
|
$
|
76.2
|
|
|
(47.7)
|
Operating margin
|
(1.8
|
)%
|
|
(4.8
|
)%
|
|
|
|
|
|
2017
|
|
2016
|
|
$ Change
|
|
% Change
|
||||||
Interest income
|
$
|
20.3
|
|
|
$
|
21.5
|
|
|
$
|
(1.2
|
)
|
|
(5.6)
|
Interest expense
|
(117.3
|
)
|
|
(101.4
|
)
|
|
(15.9
|
)
|
|
15.7
|
|||
Foreign exchange gain (loss), net
|
(3.9
|
)
|
|
(2.1
|
)
|
|
(1.8
|
)
|
|
(85.7)
|
|||
Miscellaneous, net
|
8.8
|
|
|
3.5
|
|
|
5.3
|
|
|
N/M
|
|||
Other income (expense)
|
$
|
(92.1
|
)
|
|
$
|
(78.5
|
)
|
|
$
|
(13.6
|
)
|
|
17.3
|
|
2017
|
|
2016
|
|
$ Change
|
|
% Change
|
||||||
Income (loss) from continuing operations, net of tax
|
$
|
(205.5
|
)
|
|
$
|
(170.7
|
)
|
|
$
|
(34.8
|
)
|
|
20.4
|
Percent of net sales
|
(4.5
|
)%
|
|
(5.1
|
)%
|
|
|
|
|
||||
Effective tax rate (benefit)
|
(17.0
|
)%
|
|
(28.4
|
)%
|
|
|
|
|
|
Services:
|
2017
|
|
2016
|
|
$ Change
|
|
% Change
|
||||||
Net sales
|
$
|
2,397.3
|
|
|
$
|
1,726.7
|
|
|
$
|
670.6
|
|
|
38.8
|
Segment operating profit (loss)
|
$
|
344.8
|
|
|
$
|
298.7
|
|
|
$
|
46.1
|
|
|
15.4
|
Segment operating profit margin
|
14.4
|
%
|
|
17.3
|
%
|
|
|
|
|
Software:
|
2017
|
|
2016
|
|
$ Change
|
|
% Change
|
||||||
Net sales
|
$
|
476.6
|
|
|
$
|
256.3
|
|
|
$
|
220.3
|
|
|
86.0
|
Segment operating profit (loss)
|
$
|
33.7
|
|
|
$
|
9.6
|
|
|
$
|
24.1
|
|
|
N/M
|
Segment operating profit margin
|
7.1
|
%
|
|
3.7
|
%
|
|
|
|
|
Systems:
|
2017
|
|
2016
|
|
$ Change
|
|
% Change
|
|||||||
Net sales
|
$
|
1,735.4
|
|
|
$
|
1,333.3
|
|
|
$
|
402.1
|
|
|
30.2
|
|
Segment operating profit (loss)
|
$
|
(24.2
|
)
|
|
$
|
(24.7
|
)
|
|
$
|
0.5
|
|
|
(2.0
|
)
|
Segment operating profit margin
|
(1.4
|
)%
|
|
(1.9
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
Percent of Total Net Sales for the Year Ended
|
||||||||
|
2016
|
|
2015
|
|
% Change
|
|
% Change in CC
(1)
|
|
2016
|
|
2015
|
||||
Segments
|
|
|
|
|
|
|
|
|
|
|
|
||||
Services
|
$
|
1,726.7
|
|
|
$
|
1,295.7
|
|
|
33.3
|
|
35.5
|
|
52.1
|
|
53.6
|
Software
|
256.3
|
|
|
139.1
|
|
|
84.3
|
|
87.9
|
|
7.7
|
|
5.7
|
||
Systems
|
1,333.3
|
|
|
984.5
|
|
|
35.4
|
|
39.4
|
|
40.2
|
|
40.7
|
||
Net sales
|
$
|
3,316.3
|
|
|
$
|
2,419.3
|
|
|
37.1
|
|
40.1
|
|
100.0
|
|
100.0
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Geographic regions
|
|
|
|
|
|
|
|
|
|
|
|
||||
Americas
|
$
|
1,662.3
|
|
|
$
|
1,573.4
|
|
|
5.7
|
|
6.9
|
|
50.1
|
|
65.0
|
EMEA
|
1,183.2
|
|
|
406.3
|
|
|
191.2
|
|
202.8
|
|
35.7
|
|
16.8
|
||
AP
|
470.8
|
|
|
439.6
|
|
|
7.1
|
|
12.0
|
|
14.2
|
|
18.2
|
||
Net sales
|
$
|
3,316.3
|
|
|
$
|
2,419.3
|
|
|
37.1
|
|
40.1
|
|
100.0
|
|
100.0
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Solutions
|
|
|
|
|
|
|
|
|
|
|
|
||||
Banking
|
$
|
2,799.9
|
|
|
$
|
2,401.5
|
|
|
16.6
|
|
19.1
|
|
84.4
|
|
99.3
|
Retail
|
516.4
|
|
|
17.8
|
|
|
N/M
|
|
N/M
|
|
15.6
|
|
0.7
|
||
Net sales
|
$
|
3,316.3
|
|
|
$
|
2,419.3
|
|
|
37.1
|
|
40.1
|
|
100.0
|
|
100.0
|
•
|
Services net sales
increased
$431.0
including incremental net sales from the Acquisition of
$434.6
and a net
unfavorable
currency impact of
$21.6
. Excluding the incremental net sales from the Acquisition and currency, net sales increased $26.7 attributable to higher maintenance service revenue related to an increase in multi-vendor service contracts in the Americas. This was partially offset by lower net sales across service business lines in AP resulting from market structure changes in the region. Services net sales also included an unfavorable impact of $8.1 related to purchase accounting adjustments.
|
•
|
Software net sales
increased
$117.2
including incremental net sales from the Acquisition of
$146.0
and a net
unfavorable
currency impact of
$2.7
. Excluding the incremental net sales from the Acquisition and currency, net sales decreased $26.1 primarily related to lower volumes in the Americas and EMEA.
|
•
|
Systems net sales
increased
$348.8
, including incremental net sales from the Acquisition of
$474.2
and a net
unfavorable
currency impact of
$28.2
. Excluding the incremental net sales from the Acquisition and currency, net sales decreased $105.9 as systems net sales were adversely impacted by lower banking solution activity across the Company. In the Americas and EMEA, the volume declines were primarily due to lower banking project activity and in AP mainly due to structural changes in the market. This was partially offset by higher retail solutions activity in the Americas. Systems net sales also included an unfavorable impact of $8.1 related to purchase accounting adjustments.
|
•
|
Americas net sales
increased
$88.9
or
5.7 percent
. The incremental net sales from the Acquisition accounted for
$89.4
. Excluding the incremental net sales from the Acquisition, net sales was flat. The Americas benefited from higher systems retail solutions in Brazil and higher services revenue related to an increase in multi-vendor service contract volume. This was offset by fewer large systems banking projects across the region and a decrease in software revenue associated with the conclusion of Agilis 3/Windows 7 upgrade activity.
|
•
|
EMEA net sales
increased
$776.9
or
191.2 percent
. The incremental net sales from the Acquisition accounted for
$822.1
. Excluding the incremental net sales from the Acquisition, net sales
decreased
$45.2
primarily attributable to fewer large projects in the Middle East, United Kingdom and Poland in conjunction with lower overall software volume.
|
•
|
AP net sales
increased
$31.2
or
7.1 percent
. The incremental net sales from the Acquisition accounted for
$143.3
. Excluding the incremental net sales from the Acquisition, net sales
decreased
$112.1
primarily due to lower systems and services volume related to the market structure changes in China and the local government's demonetization program in India.
|
•
|
Banking net sales
increased
$398.4
or
16.6 percent
. The incremental net sales from the Acquisition accounted for
$616.7
. Excluding the incremental net sales from the Acquisition, net sales
decreased
$218.3
primarily due to lower systems volumes across the Company with lower large project activity impacting all regions. In addition, banking software decreased primarily due to the completion of the Agilis 3/Windows 7 upgrade activity in the Americas. Banking net sales was also unfavorably impacted by $9.8 related to purchase accounting adjustments.
|
•
|
Retail net sales
increased
$498.6
. The incremental net sales from the Acquisition accounted for
$438.1
. Excluding the incremental net sales from the Acquisition, net sales
increased
$60.5
due to higher demand in Brazil for voting solutions and was unfavorably impacted by $6.4 related to purchase accounting adjustments.
|
|
2016
|
|
2015
|
|
$ Change
|
|
% Change
|
||||||
Gross profit - services and software
|
$
|
580.8
|
|
|
$
|
488.0
|
|
|
$
|
92.8
|
|
|
19.0
|
Gross profit - systems
|
140.9
|
|
|
164.0
|
|
|
(23.1
|
)
|
|
(14.1)
|
|||
Total gross profit
|
$
|
721.7
|
|
|
$
|
652.0
|
|
|
$
|
69.7
|
|
|
10.7
|
|
|
|
|
|
|
|
|
||||||
Gross margin - services and software
|
29.3
|
%
|
|
34.0
|
%
|
|
|
|
|
||||
Gross margin - systems
|
10.6
|
%
|
|
16.7
|
%
|
|
|
|
|
||||
Total gross margin
|
21.8
|
%
|
|
26.9
|
%
|
|
|
|
|
|
2016
|
|
2015
|
|
$ Change
|
|
% Change
|
||||||
Selling and administrative expense
|
$
|
761.2
|
|
|
$
|
488.2
|
|
|
$
|
273.0
|
|
|
55.9
|
Research, development and engineering expense
|
110.2
|
|
|
86.9
|
|
|
23.3
|
|
|
26.8
|
|||
Impairment of assets
|
9.8
|
|
|
18.9
|
|
|
(9.1
|
)
|
|
(48.1)
|
|||
(Gain) loss on sale of assets, net
|
0.3
|
|
|
(0.6
|
)
|
|
0.9
|
|
|
N/M
|
|||
Total operating expenses
|
$
|
881.5
|
|
|
$
|
593.4
|
|
|
$
|
288.1
|
|
|
48.6
|
|
2016
|
|
2015
|
|
$ Change
|
|
% Change
|
||||||
Operating profit (loss)
|
$
|
(159.8
|
)
|
|
$
|
58.6
|
|
|
$
|
(218.4
|
)
|
|
N/M
|
Operating margin
|
(4.8
|
)%
|
|
2.4
|
%
|
|
|
|
|
|
2016
|
|
2015
|
|
$ Change
|
|
% Change
|
||||||
Interest income
|
$
|
21.5
|
|
|
$
|
26.0
|
|
|
$
|
(4.5
|
)
|
|
(17.3)
|
Interest expense
|
(101.4
|
)
|
|
(32.5
|
)
|
|
(68.9
|
)
|
|
N/M
|
|||
Foreign exchange gain (loss), net
|
(2.1
|
)
|
|
(10.0
|
)
|
|
7.9
|
|
|
79.0
|
|||
Miscellaneous, net
|
3.5
|
|
|
3.7
|
|
|
(0.2
|
)
|
|
(5.4)
|
|||
Other income (expense)
|
$
|
(78.5
|
)
|
|
$
|
(12.8
|
)
|
|
$
|
(65.7
|
)
|
|
N/M
|
|
2016
|
|
2015
|
|
$ Change
|
|
% Change
|
||||||
Income (loss) from continuing operations, net of tax
|
$
|
(170.7
|
)
|
|
$
|
59.5
|
|
|
$
|
(230.2
|
)
|
|
N/M
|
Percent of net sales
|
(5.1
|
)%
|
|
2.5
|
%
|
|
|
|
|
||||
Effective tax rate (benefit)
|
(28.4
|
)%
|
|
(29.9
|
)%
|
|
|
|
|
Services:
|
2016
|
|
2015
|
|
$ Change
|
|
% Change
|
||||||
Net sales
|
$
|
1,726.7
|
|
|
$
|
1,295.7
|
|
|
$
|
431
|
|
|
33.3
|
Segment operating profit (loss)
|
$
|
298.7
|
|
|
$
|
262.8
|
|
|
$
|
35.9
|
|
|
13.7
|
Segment operating profit margin
|
17.3
|
%
|
|
20.3
|
%
|
|
|
|
|
Software:
|
2016
|
|
2015
|
|
$ Change
|
|
% Change
|
|||||||
Net sales
|
$
|
256.3
|
|
|
$
|
139.1
|
|
|
$
|
117.2
|
|
|
84.3
|
|
Segment operating profit (loss)
|
$
|
9.6
|
|
|
$
|
11.8
|
|
|
$
|
(2.2
|
)
|
|
(18.6
|
)
|
Segment operating profit margin
|
3.7
|
%
|
|
8.5
|
%
|
|
|
|
|
Systems:
|
2016
|
|
2015
|
|
$ Change
|
|
% Change
|
|||||||
Net sales
|
$
|
1,333.3
|
|
|
$
|
984.5
|
|
|
$
|
348.8
|
|
|
35.4
|
|
Segment operating profit (loss)
|
$
|
(24.7
|
)
|
|
$
|
(48.8
|
)
|
|
$
|
24.1
|
|
|
(49.4
|
)
|
Segment operating profit margin
|
(1.9
|
)%
|
|
(5.0
|
)%
|
|
|
|
|
|
2017
|
|
2016
|
||||
Cash and cash equivalents
|
$
|
535.2
|
|
|
$
|
652.7
|
|
Additional cash availability from:
|
|
|
|
||||
Uncommitted lines of credit
|
216.9
|
|
|
198.6
|
|
||
Revolving facility
|
445.0
|
|
|
520.0
|
|
||
Short-term investments
|
81.4
|
|
|
64.1
|
|
||
Total cash and cash availability
|
$
|
1,278.5
|
|
|
$
|
1,435.4
|
|
Net cash flow provided by (used in)
|
2017
|
|
2016
|
|
2015
|
||||||
Operating activities - continuing operations
|
$
|
37.1
|
|
|
$
|
39.3
|
|
|
$
|
32.1
|
|
Investing activities - continuing operations
|
(128.8
|
)
|
|
(923.3
|
)
|
|
(62.4
|
)
|
|||
Financing activities - continuing operations
|
(63.7
|
)
|
|
881.3
|
|
|
41.7
|
|
|||
Discontinued operations, net
|
—
|
|
|
351.3
|
|
|
2.6
|
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
37.9
|
|
|
(8.0
|
)
|
|
(23.9
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
$
|
(117.5
|
)
|
|
$
|
340.6
|
|
|
$
|
(9.9
|
)
|
•
|
Cash flows from continuing operating activities during the year ended
December 31, 2017
compared to the year ended
December 31, 2016
were impacted by a
$34.8
increase in loss from continuing operations, net of tax. (refer to Results of Operations for further discussion of the Company's income from continuing operations, net of tax).
|
•
|
The net aggregate of trade accounts receivable, inventories and accounts payable provided
$34.6
and
$113.1
in operating cash flows during the year ended
December 31, 2017
and 2016, respectively. The decrease is a result of the timing of seasonal declines in working capital accounts primarily related to the Acquisition. Additionally in 2016, Diebold Nixdorf AG included a favorable comparison to the acquisition date and a non-cash purchase accounting inventory revaluation adjustment of $62.7. The decrease in cash provided by trade accounts receivables is primarily related to lower cash collected in U.S, and EMEA compared to the prior year. The decrease in cash used by accounts payable is a result of reduced spending in EMEA, AP and the U.S., offset by slightly higher spending in the rest of the Americas compared to the prior year.
|
•
|
Deferred revenue provided
$26.0
of operating cash during the year ended
December 31, 2017
, compared to
$61.6
in the year ended
December 31, 2016
. The decrease in cash flow associated with deferred revenue is due to timing of customer prepayments primarily in EMEA offset by AP and Americas compared to the prior year.
|
•
|
The aggregate of income taxes and deferred income taxes used
$20.7
of operating cash during the year ended
December 31, 2017
, compared to
$146.3
used in 2016. The 2017 impact primarily related to the impact of the Tax Act, while the 2016 primarily related to the tax impacts related to the Acquisition.
|
•
|
In the aggregate, the other combined certain assets and liabilities used of
$90.0
in 2017 and provided
$28.4
in 2016. The increased use of
$118.4
was primarily due to payments related to the restructuring accruals associated with DN2020, offset by warranty accrual, collections of finance and lease receivables and the non-cash sources of Diebold Nixdorf AG accrued noncontrolling interest guaranteed dividend.
|
|
|
|
Payment due by period
|
||||||||||||||||
|
Total
|
|
Less than 1 year
|
|
1-3 years
|
|
3-5 years
|
|
More than 5 years
|
||||||||||
Short-term uncommitted lines of credit
(2)
|
$
|
16.2
|
|
|
$
|
16.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Long-term debt
|
1,888.0
|
|
|
50.5
|
|
|
500.8
|
|
|
29.2
|
|
|
1,307.5
|
|
|||||
Interest on debt
(1)
|
444.6
|
|
|
89.4
|
|
|
163.9
|
|
|
135.5
|
|
|
55.8
|
|
|||||
Minimum operating lease obligations
|
230.4
|
|
|
89.6
|
|
|
84.3
|
|
|
43.4
|
|
|
13.1
|
|
|||||
Purchase commitments
|
16.4
|
|
|
11.1
|
|
|
5.3
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
2,579.4
|
|
|
$
|
240.6
|
|
|
$
|
754.3
|
|
|
$
|
208.1
|
|
|
$
|
1,376.4
|
|
(1)
|
Amounts represent estimated contractual interest payments on outstanding long-term debt and notes payable. Rates in effect as of
December 31, 2017
are used for variable rate debt.
|
(2)
|
The amount available under the short-term uncommitted lines at
December 31, 2017
was
$216.9
. Refer to Note 14 Debt in Item 8 Financial Statements and Supplementary Data for additional information.
|
•
|
a maximum total net debt to adjusted earnings before interest, taxes, depreciation and amortization (EBITDA) leverage ratio of
4.25
to
1.00
as of
December 31, 2017
(reducing to
4.00
on December 31, 2018, and further reduced to
3.75
on June 30, 2019); and
|
•
|
a minimum adjusted EBITDA to net interest expense coverage ratio of not less than
3.00
to
1.00
|
Financing and Replacement Facilities
|
|
Interest Rate
Index and Margin
|
|
Maturity/Termination Dates
|
|
Initial Term (Years)
|
Credit Agreement facilities
|
|
|
|
|
|
|
Revolving Facility
|
|
LIBOR + 2.00%
|
|
December 2020
|
|
5
|
Term Loan A Facility
|
|
LIBOR + 2.00%
|
|
December 2020
|
|
5
|
Delayed Draw Term Loan A Facility
|
|
LIBOR + 2.00%
|
|
December 2020
|
|
5
|
Term Loan B Facility - USD
|
|
LIBOR
(i)
+ 2.75%
|
|
November 2023
|
|
7.5
|
Term Loan B Facility - Euro
|
|
EURIBOR
(ii)
+ 3.00%
|
|
November 2023
|
|
7.5
|
2024 Senior Notes
|
|
8.5%
|
|
April 2024
|
|
8
|
(i)
|
LIBOR with a floor of 0.0 percent
.
|
(ii)
|
EURIBOR with a floor of 0.0 percent
.
|
|
2017
|
|
2016
|
||
Healthcare cost trend rate assumed for next year
|
6.8
|
%
|
|
7.0
|
%
|
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
|
2025
|
|
|
2025
|
|
|
One-Percentage-Point Increase
|
|
One-Percentage-Point Decrease
|
||||
Effect on total of service and interest cost
|
$
|
—
|
|
|
$
|
—
|
|
Effect on other post-retirement benefit obligation
|
$
|
0.5
|
|
|
$
|
(0.5
|
)
|
•
|
the ultimate impact of the DPLTA with Diebold Nixdorf AG and the outcome of the appraisal proceedings initiated in connection with the implementation of the DPLTA;
|
•
|
the ultimate outcome and results of integrating the operations of the Company and Diebold Nixdorf AG;
|
•
|
the ultimate outcome of the Company’s pricing, operating and tax strategies applied to Diebold Nixdorf AG and the ultimate ability to realize cost reductions and synergies;
|
•
|
the Company's ability to successfully operate its strategic alliances in China with the Inspur Group and Aisino Corp.;
|
•
|
changes in political, economic or other factors such as currency exchange rates, inflation rates, recessionary or expansive trends, taxes and regulations and laws affecting the worldwide business in each of the Company's operations, including the impact of the Tax Act;
|
•
|
the Company’s reliance on suppliers and any potential disruption to the Company’s global supply chain;
|
•
|
the impact of market and economic conditions economic conditions, including any additional deterioration and disruption in the financial and service markets, including the 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;
|
•
|
the acceptance of the Company's product and technology introductions in the marketplace;
|
•
|
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;
|
•
|
the effect of legislative and regulatory actions in the U.S. and internationally and the Company’s ability to comply with government regulations;
|
•
|
the impact of a security breach or operational failure on the Company's business;
|
•
|
the Company's ability to successfully integrate other acquisitions into its operations;
|
•
|
the impact of the Company's strategic initiatives;
|
•
|
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, which 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 but not limited to the Company's Brazil tax dispute;
|
•
|
potential security violations to the Company's IT systems;
|
•
|
the investment performance of our pension plan assets, which could require us to increase our 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; and
|
•
|
the Company's ability to achieve benefits from its cost-reduction initiatives and other strategic changes, including its planned restructuring actions, as well as as its business process outsourcing initiative.
|
FINANCIAL STATEMENTS
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
ASSETS
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
535.2
|
|
|
$
|
652.7
|
|
Short-term investments
|
81.4
|
|
|
64.1
|
|
||
Trade receivables, less allowances for doubtful accounts of $71.7 and $50.4, respectively
|
830.1
|
|
|
835.9
|
|
||
Inventories
|
737.0
|
|
|
737.7
|
|
||
Prepaid expenses
|
65.7
|
|
|
60.7
|
|
||
Income taxes
|
73.4
|
|
|
85.2
|
|
||
Other current assets
|
185.6
|
|
|
183.3
|
|
||
Total current assets
|
2,508.4
|
|
|
2,619.6
|
|
||
Securities and other investments
|
96.8
|
|
|
94.7
|
|
||
Property, plant and equipment, net
|
364.5
|
|
|
387.0
|
|
||
Deferred income taxes
|
293.8
|
|
|
309.5
|
|
||
Finance lease receivables
|
14.4
|
|
|
25.2
|
|
||
Goodwill
|
1,117.1
|
|
|
998.3
|
|
||
Customer relationships, net
|
633.3
|
|
|
596.3
|
|
||
Other intangible assets, net
|
140.5
|
|
|
176.6
|
|
||
Other assets
|
81.4
|
|
|
63.1
|
|
||
Total assets
|
$
|
5,250.2
|
|
|
$
|
5,270.3
|
|
|
|
|
|
||||
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Notes payable
|
$
|
66.7
|
|
|
$
|
106.9
|
|
Accounts payable
|
562.2
|
|
|
560.5
|
|
||
Deferred revenue
|
437.5
|
|
|
404.2
|
|
||
Payroll and other benefits liabilities
|
198.9
|
|
|
172.5
|
|
||
Other current liabilities
|
534.1
|
|
|
580.4
|
|
||
Total current liabilities
|
1,799.4
|
|
|
1,824.5
|
|
||
Long-term debt
|
1,787.1
|
|
|
1,691.4
|
|
||
Pensions, post-retirement and other benefits
|
266.4
|
|
|
297.2
|
|
||
Deferred income taxes
|
287.1
|
|
|
300.6
|
|
||
Other liabilities
|
111.3
|
|
|
87.7
|
|
||
Commitments and contingencies
|
|
|
|
|
|
||
Redeemable noncontrolling interests
|
492.1
|
|
|
44.1
|
|
||
Equity
|
|
|
|
||||
Diebold Nixdorf, 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, (90,524,360 and 89,924,378 issued shares, 75,558,544 and 75,144,784 outstanding shares, respectivel
y)
|
113.2
|
|
|
112.4
|
|
||
Additional capital
|
721.5
|
|
|
720.0
|
|
||
Retained earnings
|
399.0
|
|
|
662.7
|
|
||
Treasury shares, at cost (14,965,816 and 14,779,594 shares, respectively)
|
(567.4
|
)
|
|
(562.4
|
)
|
||
Accumulated other comprehensive loss
|
(196.3
|
)
|
|
(341.3
|
)
|
||
Total Diebold Nixdorf, Incorporated shareholders' equity
|
470.0
|
|
|
591.4
|
|
||
Noncontrolling interests
|
36.8
|
|
|
433.4
|
|
||
Total equity
|
506.8
|
|
|
1,024.8
|
|
||
Total liabilities, redeemable noncontrolling interests and equity
|
$
|
5,250.2
|
|
|
$
|
5,270.3
|
|
|
Years ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Net sales
|
|
|
|
|
|
||||||
Services and software
|
$
|
2,873.9
|
|
|
$
|
1,983.0
|
|
|
$
|
1,434.8
|
|
Systems
|
1,735.4
|
|
|
1,333.3
|
|
|
984.5
|
|
|||
|
4,609.3
|
|
|
3,316.3
|
|
|
2,419.3
|
|
|||
Cost of sales
|
|
|
|
|
|
||||||
Services and software
|
2,161.0
|
|
|
1,402.2
|
|
|
946.8
|
|
|||
Systems
|
1,438.6
|
|
|
1,192.4
|
|
|
820.5
|
|
|||
|
3,599.6
|
|
|
2,594.6
|
|
|
1,767.3
|
|
|||
Gross profit
|
1,009.7
|
|
|
721.7
|
|
|
652.0
|
|
|||
Selling and administrative expense
|
933.7
|
|
|
761.2
|
|
|
488.2
|
|
|||
Research, development and engineering expense
|
155.5
|
|
|
110.2
|
|
|
86.9
|
|
|||
Impairment of assets
|
3.1
|
|
|
9.8
|
|
|
18.9
|
|
|||
(Gain) loss on sale of assets, net
|
1.0
|
|
|
0.3
|
|
|
(0.6
|
)
|
|||
|
1,093.3
|
|
|
881.5
|
|
|
593.4
|
|
|||
Operating profit (loss)
|
(83.6
|
)
|
|
(159.8
|
)
|
|
58.6
|
|
|||
Other income (expense)
|
|
|
|
|
|
||||||
Interest income
|
20.3
|
|
|
21.5
|
|
|
26.0
|
|
|||
Interest expense
|
(117.3
|
)
|
|
(101.4
|
)
|
|
(32.5
|
)
|
|||
Foreign exchange gain (loss), net
|
(3.9
|
)
|
|
(2.1
|
)
|
|
(10.0
|
)
|
|||
Miscellaneous, net
|
8.8
|
|
|
3.5
|
|
|
3.7
|
|
|||
Income (loss) from continuing operations before taxes
|
(175.7
|
)
|
|
(238.3
|
)
|
|
45.8
|
|
|||
Income tax (benefit) expense
|
29.8
|
|
|
(67.6
|
)
|
|
(13.7
|
)
|
|||
Income (loss) from continuing operations, net of tax
|
(205.5
|
)
|
|
(170.7
|
)
|
|
59.5
|
|
|||
Income from discontinued operations, net of tax
|
—
|
|
|
143.7
|
|
|
15.9
|
|
|||
Net income (loss)
|
(205.5
|
)
|
|
(27.0
|
)
|
|
75.4
|
|
|||
Net income attributable to noncontrolling interests, net of tax
|
27.6
|
|
|
6.0
|
|
|
1.7
|
|
|||
Net income (loss) attributable to Diebold Nixdorf, Incorporated
|
$
|
(233.1
|
)
|
|
$
|
(33.0
|
)
|
|
$
|
73.7
|
|
|
|
|
|
|
|
||||||
Basic weighted-average shares outstanding
|
75.5
|
|
|
69.1
|
|
|
64.9
|
|
|||
Diluted weighted-average shares outstanding
|
75.5
|
|
|
69.1
|
|
|
65.6
|
|
|||
|
|
|
|
|
|
||||||
Basic earnings (loss) per share
|
|
|
|
|
|
||||||
Income (loss) before discontinued operations, net of tax
|
$
|
(3.09
|
)
|
|
$
|
(2.56
|
)
|
|
$
|
0.89
|
|
Income from discontinued operations, net of tax
|
—
|
|
|
2.08
|
|
|
0.24
|
|
|||
Net income (loss) attributable to Diebold Nixdorf, Incorporated
|
$
|
(3.09
|
)
|
|
$
|
(0.48
|
)
|
|
$
|
1.13
|
|
|
|
|
|
|
|
||||||
Diluted earnings (loss) per share
|
|
|
|
|
|
||||||
Income (loss) before discontinued operations, net of tax
|
$
|
(3.09
|
)
|
|
$
|
(2.56
|
)
|
|
$
|
0.88
|
|
Income from discontinued operations, net of tax
|
—
|
|
|
2.08
|
|
|
0.24
|
|
|||
Net income (loss) attributable to Diebold Nixdorf, Incorporated
|
$
|
(3.09
|
)
|
|
$
|
(0.48
|
)
|
|
$
|
1.12
|
|
|
|
|
|
|
|
||||||
Amounts attributable to Diebold Nixdorf, Incorporated
|
|
|
|
|
|
||||||
Income (loss) before discontinued operations, net of tax
|
$
|
(233.1
|
)
|
|
$
|
(176.7
|
)
|
|
$
|
57.8
|
|
Income from discontinued operations, net of tax
|
—
|
|
|
143.7
|
|
|
15.9
|
|
|||
Net income (loss) attributable to Diebold Nixdorf, Incorporated
|
$
|
(233.1
|
)
|
|
$
|
(33.0
|
)
|
|
$
|
73.7
|
|
|
|
|
|
|
|
||||||
Cash dividends declared and paid per share
|
$
|
0.40
|
|
|
$
|
0.96
|
|
|
$
|
1.15
|
|
|
Years ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Net income (loss)
|
$
|
(205.5
|
)
|
|
$
|
(27.0
|
)
|
|
$
|
75.4
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
||||||
Translation adjustment (net of tax of $8.4, $(0.6) and $5.3, respectively)
|
140.3
|
|
|
(32.4
|
)
|
|
(141.3
|
)
|
|||
Foreign currency hedges (net of tax of $0.2, $6.2 and $(4.0), respectively)
|
0.6
|
|
|
(10.7
|
)
|
|
6.4
|
|
|||
Interest rate hedges:
|
|
|
|
|
|
||||||
Net income recognized in other comprehensive income (net of tax of $(1.7), $(3.0) and $(0.3), respectively)
|
3.9
|
|
|
4.9
|
|
|
0.8
|
|
|||
Less: reclassification adjustments for amounts recognized in net income (net of tax of $(0.1), $0.0 and$(0.2), respectively)
|
0.4
|
|
|
0.2
|
|
|
0.4
|
|
|||
|
3.5
|
|
|
4.7
|
|
|
0.4
|
|
|||
Pension and other post-retirement benefits:
|
|
|
|
|
|
||||||
Prior service credit recognized during the year (net of tax of $0.0, $0.0 and $0.1, respectively)
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|||
Net actuarial losses recognized during the year (net of tax of $(3.3), $(1.8) and $(2.7), respectively)
|
2.2
|
|
|
4.0
|
|
|
4.2
|
|
|||
Prior service cost occurring during the year (net of tax of $(0.5), $0.0 and $0.0, respectively)
|
0.4
|
|
|
—
|
|
|
—
|
|
|||
Net actuarial (gain) loss occurring during the year (net of tax of $(6.6), $(8.3) and $(1.3), respectively)
|
4.5
|
|
|
18.5
|
|
|
2.1
|
|
|||
Net actuarial gains (losses) recognized due to settlement (net of tax of $0.4, $0.0 and $0.0, respectively)
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|||
Net actuarial gain recognized due to curtailment (net of tax of $0.0, $1.5 and $0.0, respectively)
|
—
|
|
|
(3.3
|
)
|
|
—
|
|
|||
Acquired benefit plans and other (net of tax of $1.5, $0.0 and $0.0, respectively)
|
(1.5
|
)
|
|
—
|
|
|
—
|
|
|||
Currency impact (net of tax of $(1.9), $0.4 and $0.0, respectively)
|
1.3
|
|
|
(0.7
|
)
|
|
—
|
|
|||
|
6.7
|
|
|
18.5
|
|
|
6.2
|
|
|||
Other
|
(0.2
|
)
|
|
(0.1
|
)
|
|
0.1
|
|
|||
Other comprehensive income (loss), net of tax
|
150.9
|
|
|
(20.0
|
)
|
|
(128.2
|
)
|
|||
Comprehensive income (loss)
|
(54.6
|
)
|
|
(47.0
|
)
|
|
(52.8
|
)
|
|||
Less: comprehensive income attributable to noncontrolling interests
|
33.5
|
|
|
9.2
|
|
|
3.2
|
|
|||
Comprehensive income (loss) attributable to Diebold Nixdorf, Incorporated
|
$
|
(88.1
|
)
|
|
$
|
(56.2
|
)
|
|
$
|
(56.0
|
)
|
|
Common Shares
|
|
|
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Total Diebold Nixdorf, Incorporated Shareholders' Equity
|
|
|
|
|
|||||||||||||||||||
|
Number
|
|
$1.25 Par Value
|
|
Additional
Capital
|
|
Retained
Earnings
|
|
Treasury
Shares
|
|
|
|
Non-controlling
Interests
|
|
Total
Equity
|
|||||||||||||||||||
Balance, January 1, 2015
|
79.2
|
|
|
$
|
99.0
|
|
|
$
|
418.0
|
|
|
$
|
762.2
|
|
|
$
|
(557.2
|
)
|
|
$
|
(190.5
|
)
|
|
$
|
531.5
|
|
|
$
|
23.3
|
|
|
$
|
554.8
|
|
Net income (loss)
|
|
|
|
|
|
|
73.7
|
|
|
|
|
|
|
73.7
|
|
|
1.7
|
|
|
75.4
|
|
|||||||||||||
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
|
(127.6
|
)
|
|
(127.6
|
)
|
|
1.5
|
|
|
(126.1
|
)
|
|||||||||||||
Stock options exercised
|
0.1
|
|
|
0.2
|
|
|
3.3
|
|
|
|
|
|
|
|
|
3.5
|
|
|
|
|
3.5
|
|
||||||||||||
Share-based compensation issued
|
0.4
|
|
|
0.4
|
|
|
(0.4
|
)
|
|
|
|
|
|
|
|
—
|
|
|
|
|
—
|
|
||||||||||||
Income tax detriment from share-based compensation
|
|
|
|
|
(2.5
|
)
|
|
|
|
|
|
|
|
(2.5
|
)
|
|
|
|
(2.5
|
)
|
||||||||||||||
Share-based compensation expense
|
|
|
|
|
12.4
|
|
|
|
|
|
|
|
|
12.4
|
|
|
|
|
12.4
|
|
||||||||||||||
Dividends paid
|
|
|
|
|
|
|
(75.6
|
)
|
|
|
|
|
|
(75.6
|
)
|
|
|
|
(75.6
|
)
|
||||||||||||||
Treasury shares (0.1 shares)
|
|
|
|
|
|
|
|
|
(3.0
|
)
|
|
|
|
(3.0
|
)
|
|
|
|
(3.0
|
)
|
||||||||||||||
Distributions to noncontrolling interest holders, net
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(3.4
|
)
|
|
(3.4
|
)
|
||||||||||||||
Balance, December 31, 2015
|
79.7
|
|
|
$
|
99.6
|
|
|
$
|
430.8
|
|
|
$
|
760.3
|
|
|
$
|
(560.2
|
)
|
|
$
|
(318.1
|
)
|
|
$
|
412.4
|
|
|
$
|
23.1
|
|
|
$
|
435.5
|
|
Net income (loss)
|
|
|
|
|
|
|
(33.0
|
)
|
|
|
|
|
|
(33.0
|
)
|
|
6.0
|
|
|
(27.0
|
)
|
|||||||||||||
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
|
(23.2
|
)
|
|
(23.2
|
)
|
|
3.2
|
|
|
(20.0
|
)
|
|||||||||||||
Stock options exercised
|
—
|
|
|
—
|
|
|
0.3
|
|
|
|
|
|
|
|
|
0.3
|
|
|
|
|
0.3
|
|
||||||||||||
Share-based compensation issued
|
0.3
|
|
|
0.4
|
|
|
(0.4
|
)
|
|
|
|
|
|
|
|
—
|
|
|
|
|
—
|
|
||||||||||||
Income tax detriment from share-based compensation
|
|
|
|
|
(0.2
|
)
|
|
|
|
|
|
|
|
(0.2
|
)
|
|
|
|
(0.2
|
)
|
||||||||||||||
Share-based compensation expense
|
|
|
|
|
22.2
|
|
|
|
|
|
|
|
|
22.2
|
|
|
|
|
22.2
|
|
||||||||||||||
Dividends paid
|
|
|
|
|
|
|
(64.6
|
)
|
|
|
|
|
|
(64.6
|
)
|
|
|
|
(64.6
|
)
|
||||||||||||||
Treasury shares (0.1 shares)
|
|
|
|
|
|
|
|
|
(2.2
|
)
|
|
|
|
(2.2
|
)
|
|
|
|
(2.2
|
)
|
||||||||||||||
Sale of equity interest
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
7.1
|
|
|
7.1
|
|
||||||||||||||
Reclassification of guaranteed dividend to accrued liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(5.7
|
)
|
|
(5.7
|
)
|
||||||||||||||
Distribution noncontrolling interest holders, net
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(8.2
|
)
|
|
(8.2
|
)
|
||||||||||||||
Acquired fair value of noncontrolling interest
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
407.9
|
|
|
407.9
|
|
||||||||||||||
Acquisition of Diebold Nixdorf AG
|
9.9
|
|
|
12.4
|
|
|
267.3
|
|
|
|
|
|
|
|
|
279.7
|
|
|
—
|
|
|
279.7
|
|
|||||||||||
Balance, December 31, 2016
|
89.9
|
|
|
$
|
112.4
|
|
|
$
|
720.0
|
|
|
$
|
662.7
|
|
|
$
|
(562.4
|
)
|
|
$
|
(341.3
|
)
|
|
$
|
591.4
|
|
|
$
|
433.4
|
|
|
$
|
1,024.8
|
|
Net income (loss)
|
|
|
|
|
|
|
(233.1
|
)
|
|
|
|
|
|
(233.1
|
)
|
|
27.6
|
|
|
(205.5
|
)
|
|||||||||||||
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
|
145.0
|
|
|
145.0
|
|
|
5.9
|
|
|
150.9
|
|
|||||||||||||
Stock options exercised
|
—
|
|
|
—
|
|
|
0.3
|
|
|
|
|
|
|
|
|
0.3
|
|
|
|
|
0.3
|
|
||||||||||||
Share-based compensation issued
|
0.6
|
|
|
0.8
|
|
|
(0.7
|
)
|
|
|
|
|
|
|
|
0.1
|
|
|
|
|
0.1
|
|
||||||||||||
Share-based compensation expense
|
|
|
|
|
33.9
|
|
|
|
|
|
|
|
|
33.9
|
|
|
|
|
33.9
|
|
||||||||||||||
Dividends paid
|
|
|
|
|
|
|
(30.6
|
)
|
|
|
|
|
|
(30.6
|
)
|
|
|
|
(30.6
|
)
|
||||||||||||||
Treasury shares (0.2 shares)
|
|
|
|
|
|
|
|
|
(5.0
|
)
|
|
|
|
(5.0
|
)
|
|
|
|
(5.0
|
)
|
||||||||||||||
Reclassification of guaranteed dividend to accrued liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(24.6
|
)
|
|
(24.6
|
)
|
||||||||||||||
Reclassification to redeemable noncontrolling interest
|
|
|
|
|
(32.0
|
)
|
|
|
|
|
|
|
|
(32.0
|
)
|
|
(386.7
|
)
|
|
(418.7
|
)
|
|||||||||||||
Distributions to noncontrolling interest holders, net
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(18.8
|
)
|
|
(18.8
|
)
|
||||||||||||||
Balance, December 31, 2017
|
90.5
|
|
|
$
|
113.2
|
|
|
$
|
721.5
|
|
|
$
|
399.0
|
|
|
$
|
(567.4
|
)
|
|
$
|
(196.3
|
)
|
|
$
|
470.0
|
|
|
$
|
36.8
|
|
|
$
|
506.8
|
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Cash flow from operating activities
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
(205.5
|
)
|
|
$
|
(27.0
|
)
|
|
$
|
75.4
|
|
Income from discontinued operations, net of tax
|
—
|
|
|
143.7
|
|
|
15.9
|
|
|||
Income (loss) from continuing operations, net of tax
|
(205.5
|
)
|
|
(170.7
|
)
|
|
59.5
|
|
|||
Adjustments to reconcile net income (loss) to cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
252.2
|
|
|
134.8
|
|
|
64.0
|
|
|||
Share-based compensation expense
|
33.9
|
|
|
22.2
|
|
|
12.4
|
|
|||
Impairment of assets
|
3.1
|
|
|
9.8
|
|
|
18.9
|
|
|||
Deferred income taxes
|
16.6
|
|
|
(94.6
|
)
|
|
(40.1
|
)
|
|||
Other
|
3.5
|
|
|
(13.6
|
)
|
|
(0.1
|
)
|
|||
Cash flow from changes in certain assets and liabilities, net of the effects of acquisitions
|
|
|
|
|
|
||||||
Trade receivables
|
23.2
|
|
|
100.9
|
|
|
(56.4
|
)
|
|||
Inventories
|
17.7
|
|
|
124.3
|
|
|
(51.2
|
)
|
|||
Income taxes
|
(37.3
|
)
|
|
(51.7
|
)
|
|
(16.0
|
)
|
|||
Accounts payable
|
(6.3
|
)
|
|
(112.1
|
)
|
|
57.6
|
|
|||
Deferred revenue
|
26.0
|
|
|
61.6
|
|
|
(14.7
|
)
|
|||
Restructuring accrual
|
(33.5
|
)
|
|
88.0
|
|
|
(3.5
|
)
|
|||
Warranty liability
|
(34.2
|
)
|
|
(42.2
|
)
|
|
(13.8
|
)
|
|||
Pension and other post-retirement benefits
|
(25.0
|
)
|
|
(16.6
|
)
|
|
(20.9
|
)
|
|||
Certain other assets and liabilities
|
2.7
|
|
|
(0.8
|
)
|
|
36.4
|
|
|||
Net cash provided (used) by operating activities - continuing operations
|
37.1
|
|
|
39.3
|
|
|
32.1
|
|
|||
Net cash provided (used) by operating activities - discontinued operations
|
—
|
|
|
(10.6
|
)
|
|
5.1
|
|
|||
Net cash provided (used) by operating activities
|
37.1
|
|
|
28.7
|
|
|
37.2
|
|
|||
|
|
|
|
|
|
||||||
Cash flow from investing activities
|
|
|
|
|
|
||||||
Payments for acquisitions, net of cash acquired
|
(5.6
|
)
|
|
(884.6
|
)
|
|
(59.4
|
)
|
|||
Proceeds from maturities of investments
|
296.2
|
|
|
225.0
|
|
|
176.1
|
|
|||
Payments for purchases of investments
|
(329.8
|
)
|
|
(243.5
|
)
|
|
(125.5
|
)
|
|||
Proceeds from divestitures and the sale of assets
|
20.9
|
|
|
31.3
|
|
|
5.0
|
|
|||
Capital expenditures
|
(69.4
|
)
|
|
(39.5
|
)
|
|
(52.3
|
)
|
|||
Increase in certain other assets
|
(41.1
|
)
|
|
(28.2
|
)
|
|
(6.3
|
)
|
|||
Proceeds from sale of foreign currency option and forward contracts, net
|
—
|
|
|
16.2
|
|
|
—
|
|
|||
Net cash provided (used) by investing activities - continuing operations
|
(128.8
|
)
|
|
(923.3
|
)
|
|
(62.4
|
)
|
|||
Net cash provided (used) by investing activities - discontinued operations
|
—
|
|
|
361.9
|
|
|
(2.5
|
)
|
|||
Net cash provided (used) by investing activities
|
$
|
(128.8
|
)
|
|
$
|
(561.4
|
)
|
|
$
|
(64.9
|
)
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Cash flow from financing activities
|
|
|
|
|
|
||||||
Dividends paid
|
$
|
(30.6
|
)
|
|
$
|
(64.6
|
)
|
|
$
|
(75.6
|
)
|
Debt issuance costs
|
(1.1
|
)
|
|
(39.2
|
)
|
|
(6.0
|
)
|
|||
Revolving debt borrowings (repayments), net
|
75.0
|
|
|
(178.0
|
)
|
|
155.8
|
|
|||
Other debt borrowings
|
374.1
|
|
|
1,837.7
|
|
|
135.8
|
|
|||
Other debt repayments
|
(458.8
|
)
|
|
(662.5
|
)
|
|
(168.7
|
)
|
|||
Distributions to noncontrolling interest holders
|
(17.6
|
)
|
|
(10.2
|
)
|
|
(0.1
|
)
|
|||
Issuance of common shares
|
0.3
|
|
|
0.3
|
|
|
3.5
|
|
|||
Repurchase of common shares
|
(5.0
|
)
|
|
(2.2
|
)
|
|
(3.0
|
)
|
|||
Net cash provided (used) by financing activities
|
(63.7
|
)
|
|
881.3
|
|
|
41.7
|
|
|||
Effect of exchange rate changes on cash
|
37.9
|
|
|
(8.0
|
)
|
|
(23.9
|
)
|
|||
Increase (decrease) in cash and cash equivalents
|
(117.5
|
)
|
|
340.6
|
|
|
(9.9
|
)
|
|||
Add: Cash overdraft included in assets held for sale at beginning of year
|
—
|
|
|
(1.5
|
)
|
|
(4.1
|
)
|
|||
Less: Cash overdraft included in assets held for sale at end of year
|
—
|
|
|
—
|
|
|
(1.5
|
)
|
|||
Cash and cash equivalents at the beginning of the year
|
652.7
|
|
|
313.6
|
|
|
326.1
|
|
|||
Cash and cash equivalents at the end of the year
|
$
|
535.2
|
|
|
$
|
652.7
|
|
|
$
|
313.6
|
|
Cash paid for
|
|
|
|
|
|
||||||
Income taxes
|
$
|
78.2
|
|
|
$
|
83.8
|
|
|
$
|
64.8
|
|
Interest
|
$
|
99.9
|
|
|
$
|
85.4
|
|
|
$
|
32.6
|
|
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.
|
Standards Adopted
|
|
Description
|
|
Effective
Date
|
ASU 2015-11,
Simplifying the Measurement of Inventory
|
|
The standard requires the measurement of inventory at the lower of cost or net realizable value rather than at the lower of cost or market.
|
|
January 1,
2017
|
ASU 2016-05,
Effects of Derivative Contract Novations on Existing Hedge Accounting Relationships and ASU 2016-06, Contingent Put and Call Options in Debt Instruments.
|
|
The standards provide clarification when there is a change in a counterparty to a derivative hedging instrument and the steps required when assessing the economic characteristics of embedded put or call options.
|
|
January 1,
2017
|
ASU 2016-07,
Simplifying the Transition to Equity Method of Accounting
|
|
The standard eliminates the requirement to retroactively apply the equity method of accounting as a result of an increase in the level of ownership or degree of influence.
|
|
January 1,
2017
|
ASU 2016-16,
Intra-Entity Transfers of Assets Other Than Inventory
|
|
This standard requires the recognition of the income tax effects of intercompany sales and transfers of assets, other than inventory, in the period in which the transfer occurs rather than deferring recognition until the asset is sold to an external party.
|
|
January 1, 2017
|
ASU 2016-17,
Interests Held through Related Parties that Are under Common Control
|
|
The standard changes the evaluation of whether a reporting entity is the primary beneficiary of a variable interest entity in certain instances involving entities under common control.
|
|
January 1,
2017
|
Standards Pending Adoption
|
|
Description
|
|
Effective/Adoption Date
|
|
Anticipated Impact
|
ASU 2014-09,
Revenue from Contracts with Customers
|
|
The standard will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective and requires additional financial statement disclosures. The standard requires revenue to be recognized when it expects to be entitled for the transfer of promised goods or services to customers. The standard can be adopted using either a full retrospective or a modified retrospective approach. The standard is intended to reduce potential for diversity in practice at initial application and reducing the cost and complexity of applying Topic 606 both at transition and prospectively.
|
|
January 1,
2018
|
|
The Company has drafted its accounting policy with respect to the standard based on a detailed review of its business and contracts. While the Company continues to assess all potential impacts of the standard, including business processes, systems and controls, it does not currently expect that the adoption will have a material impact on its recognition of revenues, results of operations or financial position. As required by the standard, the Company expects to make additional disclosures related to the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The Company will adopt the standard using the modified retrospective transition method, pursuant to which the cumulative effect of adoption will be reflected in the opening balance of retained earnings.
|
ASU 2016-02,
Leases
|
|
The standard requires that a lessee recognize on its balance sheet right-of-use assets and corresponding liabilities resulting from leasing transactions, as well as additional financial statement disclosures. Currently, U.S. GAAP only requires balance sheet recognition for leases classified as capital leases. The provisions of this update apply to substantially all leased assets.
|
|
January 1,
2019
|
|
The Company is currently evaluating the impact of that the standard will have on its financial information and related disclosures. The standard requires a modified retrospective transition method with the option to elect a package of practical expedients, which the Company anticipates utilizing and will continue to evaluate. The Company anticipates a significant balance sheet gross-up for the right-of-use assets and corresponding liabilities, with no anticipated impact to debt covenants. For additional information on the Company’s operating lease commitments, see Note 16, Leases.
|
ASU 2017-04,
Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment
|
|
The standard simplifies the measurement of goodwill by eliminating step 2 from the goodwill impairment test. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. Early adoption is permitted.
|
|
January 1,
2020 |
|
The Company is currently evaluating the impact of that the standard will have on its financial statements, related disclosures and whether or not we will early adopt the standard. For additional information on the Company’s goodwill, see Note 13, Goodwill and Other Assets.
|
ASU 2017-07,
Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost
|
|
The standard was issued to address the net presentation of the components of net benefit cost. The standard requires that service cost be presented in the same line item as other current employee compensation costs and that the remaining components of net benefit cost be presented in a separate line item outside of any subtotal for income from operations.
|
|
January 1,
2018
|
|
The update will result in the retrospective reclassification of the non-service cost components of net benefit cost from cost of sales, selling, general and administrative, and research and development expenses to other (income) expense, net. There will be no impact on consolidated net income.
|
ASU 2017-12,
Derivatives and Hedging: Target Improvements to Accounting for Hedging Activities
|
|
The purpose of this updated guidance is to better align a company’s financial reporting for hedging activities with the economic objectives of those activities.
|
|
January 1,
2019 /
January 1,
2018
|
|
ASU 2017-12 requires a modified retrospective transition method in which the Company will recognize the cumulative effect of the change on the opening balance of each affected component of equity in the statement of financial position as of the date of adoption. While the Company continues to assess all potential impacts of the standard, we currently expect adoption to have an immaterial impact on our consolidated financial statements.
|
Cash paid
|
|
$
|
995.3
|
|
Less: cash acquired
|
|
(110.7
|
)
|
|
Payments for acquisition, net of cash acquired
|
|
884.6
|
|
|
Common shares issued to Diebold Nixdorf AG shareholders
|
|
279.7
|
|
|
Other consideration
|
|
(9.3
|
)
|
|
Total consideration, net of cash acquired
|
|
$
|
1,155.0
|
|
|
Amounts recognized as of:
|
||||||||||
|
December 31,
|
|
Measurement
|
|
September 30,
|
||||||
|
2016
|
|
Period
|
|
2017
|
||||||
Trade receivables
|
$
|
474.1
|
|
|
$
|
(4.5
|
)
|
|
$
|
469.6
|
|
Inventories
|
487.2
|
|
|
10.9
|
|
|
498.1
|
|
|||
Prepaid expenses
|
39.3
|
|
|
(0.3
|
)
|
|
39.0
|
|
|||
Current assets held for sale
|
106.6
|
|
|
—
|
|
|
106.6
|
|
|||
Other current assets
|
79.9
|
|
|
(0.3
|
)
|
|
79.6
|
|
|||
Property, plant and equipment
|
247.1
|
|
|
(10.5
|
)
|
|
236.6
|
|
|||
Deferred income taxes
|
109.7
|
|
|
5.8
|
|
|
115.5
|
|
|||
Customer relationships
|
658.5
|
|
|
29.0
|
|
|
687.5
|
|
|||
Other intangible assets
|
143.6
|
|
|
—
|
|
|
143.6
|
|
|||
Other assets
|
27.0
|
|
|
—
|
|
|
27.0
|
|
|||
Total assets acquired
|
2,373.0
|
|
|
30.1
|
|
|
2,403.1
|
|
|||
|
|
|
|
|
|
|
|
|
|||
Notes payable
|
159.8
|
|
|
—
|
|
|
159.8
|
|
|||
Accounts payable
|
321.5
|
|
|
—
|
|
|
321.5
|
|
|||
Deferred revenue
|
158.0
|
|
|
19.6
|
|
|
177.6
|
|
|||
Payroll and other benefits liabilities
|
191.6
|
|
|
(7.3
|
)
|
|
184.3
|
|
|||
Current liabilities held for sale
|
56.6
|
|
|
—
|
|
|
56.6
|
|
|||
Other current liabilities
|
196.3
|
|
|
5.9
|
|
|
202.2
|
|
|||
Pensions and other benefits
|
103.2
|
|
|
—
|
|
|
103.2
|
|
|||
Other noncurrent liabilities
|
458.9
|
|
|
9.0
|
|
|
467.9
|
|
|||
Total liabilities assumed
|
1,645.9
|
|
|
27.2
|
|
|
1,673.1
|
|
|||
|
|
|
|
|
|
||||||
Redeemable noncontrolling interest
|
(46.8
|
)
|
|
—
|
|
|
(46.8
|
)
|
|||
Fair value of noncontrolling interest
|
(407.9
|
)
|
|
—
|
|
|
(407.9
|
)
|
|||
Total identifiable net assets acquired, including noncontrolling interest
|
272.4
|
|
|
2.9
|
|
|
275.3
|
|
|||
Total consideration, net of cash acquired
|
1,155.0
|
|
|
—
|
|
|
1,155.0
|
|
|||
Goodwill
|
$
|
882.6
|
|
|
$
|
(2.9
|
)
|
|
$
|
879.7
|
|
|
Classification on consolidated statements of operations
|
|
Weighted-average useful lives
|
|
August 15, 2016
|
||
Trade name
|
Selling and administrative expense
|
|
3.0 years
|
|
$
|
30.1
|
|
Technologies
|
Cost of sales
|
|
4.0 years
|
|
107.2
|
|
|
Customer relationships
|
Selling and administrative expense
|
|
9.5 years
|
|
687.5
|
|
|
Other
|
various
|
|
various
|
|
6.3
|
|
|
Intangible assets
|
|
|
|
|
$
|
831.1
|
|
|
August 15, 2016 to
December 31, 2016
|
|
December 31, 2017
|
||||
Net sales
|
$
|
1,054.8
|
|
|
$
|
2,467.6
|
|
Income (loss) from continuing operations before taxes
|
$
|
(67.9
|
)
|
|
$
|
10.5
|
|
Net income (loss) attributable to Diebold Nixdorf, Incorporated
|
$
|
(51.3
|
)
|
|
$
|
10.5
|
|
Net sales
|
$
|
4,996.2
|
|
Gross profit
|
$
|
1,176.4
|
|
Operating profit
|
$
|
72.9
|
|
Net income (loss) attributable to Diebold Nixdorf, Incorporated
|
$
|
39.6
|
|
Net income (loss) attributable to Diebold Nixdorf, Incorporated per share - basic
|
$
|
0.53
|
|
Net income (loss) attributable to Diebold Nixdorf, Incorporated per share - diluted
|
$
|
0.52
|
|
Basic weighted-average shares outstanding
|
75.1
|
|
|
Diluted weighted-average shares outstanding
|
75.7
|
|
•
|
Additional depreciation and amortization expenses that would have been recognized assuming fair value adjustments to the existing Diebold Nixdorf AG assets acquired and liabilities assumed, including intangible assets, fixed assets and expense associated with the valuation of inventory acquired.
|
•
|
Increased interest expense due to additional borrowings to fund the Acquisition.
|
|
Redeemable Noncontrolling Interests
|
||
Balance at December 31, 2015
|
$
|
—
|
|
Purchase of noncontrolling interests
|
44.1
|
|
|
Balance at December 31, 2016
|
44.1
|
|
|
Other comprehensive income (loss)
|
32.8
|
|
|
Redemption value adjustment
|
32.0
|
|
|
Redemption of shares
|
(3.5
|
)
|
|
Reclassification of noncontrolling interest
|
386.7
|
|
|
Balance at December 31, 2017
|
$
|
492.1
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Numerator
|
|
|
|
|
|
||||||
Income (loss) used in basic and diluted earnings (loss) per share
|
|
|
|
|
|
||||||
Income (loss) from continuing operations, net of tax
|
$
|
(205.5
|
)
|
|
$
|
(170.7
|
)
|
|
$
|
59.5
|
|
Net income attributable to noncontrolling interests, net of tax
|
27.6
|
|
|
6.0
|
|
|
1.7
|
|
|||
Income (loss) before discontinued operations, net of tax
|
(233.1
|
)
|
|
(176.7
|
)
|
|
57.8
|
|
|||
Income from discontinued operations, net of tax
|
—
|
|
|
143.7
|
|
|
15.9
|
|
|||
Net income (loss) attributable to Diebold Nixdorf, Incorporated
|
$
|
(233.1
|
)
|
|
$
|
(33.0
|
)
|
|
$
|
73.7
|
|
Denominator
|
|
|
|
|
|
||||||
Weighted-average number of common shares used in basic earnings (loss) per share
|
75.5
|
|
|
69.1
|
|
|
64.9
|
|
|||
Effect of dilutive shares
(1)
|
—
|
|
|
—
|
|
|
0.7
|
|
|||
Weighted-average number of shares used in diluted earnings (loss) per share
|
75.5
|
|
|
69.1
|
|
|
65.6
|
|
|||
Basic earnings (loss) per share
|
|
|
|
|
|
||||||
Income (loss) before discontinued operations, net of tax
|
$
|
(3.09
|
)
|
|
$
|
(2.56
|
)
|
|
$
|
0.89
|
|
Income from discontinued operations, net of tax
|
—
|
|
|
2.08
|
|
|
0.24
|
|
|||
Net income (loss) attributable to Diebold Nixdorf, Incorporated
|
$
|
(3.09
|
)
|
|
$
|
(0.48
|
)
|
|
$
|
1.13
|
|
Diluted earnings (loss) per share
|
|
|
|
|
|
||||||
Income (loss) before discontinued operations, net of tax
|
$
|
(3.09
|
)
|
|
$
|
(2.56
|
)
|
|
$
|
0.88
|
|
Income from discontinued operations, net of tax
|
—
|
|
|
2.08
|
|
|
0.24
|
|
|||
Net income (loss) attributable to Diebold Nixdorf, Incorporated
|
$
|
(3.09
|
)
|
|
$
|
(0.48
|
)
|
|
$
|
1.12
|
|
|
|
|
|
|
|
||||||
Anti-dilutive shares
|
|
|
|
|
|
||||||
Anti-dilutive shares not used in calculating diluted weighted-average shares
|
3.4
|
|
|
2.1
|
|
|
1.5
|
|
(1)
|
Incremental shares of
0.7
and
0.6
were excluded from the computation of diluted loss per share for the years ended December 31, 2017 and 2016, respectively, 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
|
|
Other
|
|
Accumulated Other Comprehensive Loss
|
||||||||||||
Balance at December 31, 2015
|
$
|
(215.6
|
)
|
|
$
|
5.0
|
|
|
$
|
(0.1
|
)
|
|
$
|
(107.8
|
)
|
|
$
|
0.4
|
|
|
$
|
(318.1
|
)
|
Other comprehensive income (loss) before reclassifications
(1)
|
(35.6
|
)
|
|
(10.7
|
)
|
|
4.9
|
|
|
18.5
|
|
|
(0.1
|
)
|
|
(23.0
|
)
|
||||||
Amounts reclassified from AOCI
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
||||||
Net current period other comprehensive income (loss)
|
(35.6
|
)
|
|
(10.7
|
)
|
|
4.7
|
|
|
18.5
|
|
|
(0.1
|
)
|
|
(23.2
|
)
|
||||||
Balance at December 31, 2016
|
$
|
(251.2
|
)
|
|
$
|
(5.7
|
)
|
|
$
|
4.6
|
|
|
$
|
(89.3
|
)
|
|
$
|
0.3
|
|
|
$
|
(341.3
|
)
|
Other comprehensive income (loss) before reclassifications
(1)
|
134.4
|
|
|
0.6
|
|
|
3.9
|
|
|
3.4
|
|
|
(0.2
|
)
|
|
142.1
|
|
||||||
Amounts reclassified from AOCI
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|
3.3
|
|
|
—
|
|
|
2.9
|
|
||||||
Net current period other comprehensive income (loss)
|
134.4
|
|
|
0.6
|
|
|
3.5
|
|
|
6.7
|
|
|
(0.2
|
)
|
|
145.0
|
|
||||||
Balance at December 31, 2017
|
$
|
(116.8
|
)
|
|
$
|
(5.1
|
)
|
|
$
|
8.1
|
|
|
$
|
(82.6
|
)
|
|
$
|
0.1
|
|
|
$
|
(196.3
|
)
|
(1)
|
Other comprehensive income (loss) before reclassifications within the translation component excludes (gains)/losses of
$(5.9)
and
$(3.2)
and translation attributable to noncontrolling interests for
December 31, 2017
and
2016
, respectively.
|
|
2017
|
|
2016
|
|
|
|||||
|
Amount Reclassified from AOCI
|
|
Amount Reclassified from AOCI
|
|
Affected Line Item in the Statement of Operations
|
|||||
Interest rate hedges (net of tax of $(0.1) and $0.0, respectively)
|
$
|
(0.4
|
)
|
|
$
|
(0.2
|
)
|
|
Interest expense
|
|
Pension and post-retirement benefits:
|
|
|
|
|
|
|||||
Net actuarial losses recognized during the year (net of tax of $(3.3) and $(1.8), respectively)
|
2.2
|
|
|
4.0
|
|
|
(1)
|
|||
Net actuarial gains (losses) recognized due to settlement (net of tax of $0.4 and $0.0, respectively)
|
(0.2
|
)
|
|
—
|
|
—
|
|
(1)
|
||
Prior service cost recognized during the curtailment (net of tax of $0.0 and $1.5, respectively)
|
—
|
|
|
(3.3
|
)
|
|
(1)
|
|||
Currency impact (net of tax of $(1.9) and $0.4, respectively)
|
1.3
|
|
|
(0.7
|
)
|
|
(1)
|
|||
|
3.3
|
|
|
—
|
|
|
|
|||
Total reclassifications for the period
|
$
|
2.9
|
|
|
$
|
(0.2
|
)
|
|
|
(1)
|
Pension and other post-retirement benefits AOCI components are included in the computation of net periodic benefit cost (refer to
note 15
to the consolidated financial statements).
|
|
2017
|
|
2016
|
|
2015
|
||||||
Stock options
|
|
|
|
|
|
||||||
Pre-tax compensation expense
|
$
|
4.6
|
|
|
$
|
2.7
|
|
|
$
|
3.6
|
|
Tax benefit
|
(1.3
|
)
|
|
(0.9
|
)
|
|
(1.3
|
)
|
|||
Stock option expense, net of tax
|
$
|
3.3
|
|
|
$
|
1.8
|
|
|
$
|
2.3
|
|
|
|
|
|
|
|
||||||
Restricted stock units
|
|
|
|
|
|
||||||
Pre-tax compensation expense
|
$
|
16.4
|
|
|
$
|
10.7
|
|
|
$
|
8.6
|
|
Tax benefit
|
(4.0
|
)
|
|
(3.1
|
)
|
|
(2.4
|
)
|
|||
RSU expense, net of tax
|
$
|
12.4
|
|
|
$
|
7.6
|
|
|
$
|
6.2
|
|
|
|
|
|
|
|
||||||
Performance shares
|
|
|
|
|
|
||||||
Pre-tax compensation expense
|
$
|
12.9
|
|
|
$
|
8.8
|
|
|
$
|
0.2
|
|
Tax benefit
|
(3.0
|
)
|
|
(3.0
|
)
|
|
(0.1
|
)
|
|||
Performance share expense, net of tax
|
$
|
9.9
|
|
|
$
|
5.8
|
|
|
$
|
0.1
|
|
|
|
|
|
|
|
||||||
Total share-based compensation
|
|
|
|
|
|
||||||
Pre-tax compensation expense
|
$
|
33.9
|
|
|
$
|
22.2
|
|
|
$
|
12.4
|
|
Tax benefit
|
(8.3
|
)
|
|
(7.0
|
)
|
|
(3.8
|
)
|
|||
Total share-based compensation, net of tax
|
$
|
25.6
|
|
|
$
|
15.2
|
|
|
$
|
8.6
|
|
|
Unrecognized
Cost |
|
Weighted-Average Period
|
||
|
|
|
(years)
|
||
Stock options
|
$
|
1.7
|
|
|
1.2
|
RSUs
|
13.7
|
|
|
1.1
|
|
Performance shares
|
20.0
|
|
|
1.9
|
|
|
$
|
35.4
|
|
|
|
|
2017
|
|
2016
|
|
2015
|
|||
Expected life (in years)
|
3
|
|
|
6
|
|
|
6
|
|
Weighted-average volatility
|
31
|
%
|
|
28
|
%
|
|
31
|
%
|
Risk-free interest rate
|
1.28
|
%
|
|
1.50
|
%
|
|
1.50
|
%
|
Expected dividend yield
|
1.65
|
%
|
|
3.10
|
%
|
|
3.12
|
%
|
|
Number of Shares
|
|
Weighted-Average Exercise Price
|
|
Weighted-Average Remaining Contractual Term
|
|
Aggregate Intrinsic Value
(1)
|
|||||
|
|
|
(per share)
|
|
(in years)
|
|
|
|||||
Outstanding at January 1, 2017
|
1.7
|
|
|
$
|
31.98
|
|
|
|
|
|
||
Expired or forfeited
|
(0.2
|
)
|
|
$
|
39.31
|
|
|
|
|
|
||
Granted
|
0.8
|
|
|
$
|
26.57
|
|
|
|
|
|
||
Outstanding at December 31, 2017
|
2.3
|
|
|
$
|
29.68
|
|
|
7
|
|
$
|
—
|
|
Options exercisable at December 31, 2017
|
1.1
|
|
|
$
|
32.15
|
|
|
6
|
|
$
|
—
|
|
Options vested and expected to vest
(2)
at December 31, 2017
|
2.2
|
|
|
$
|
29.79
|
|
|
7
|
|
$
|
—
|
|
(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
2017
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, 2017
. 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, 2017
|
1.2
|
|
|
$
|
29.50
|
|
Forfeited
|
(0.1
|
)
|
|
$
|
28.72
|
|
Vested
|
(0.5
|
)
|
|
$
|
30.37
|
|
Granted
(1)
|
0.7
|
|
|
$
|
26.81
|
|
Non-vested at December 31, 2017
|
1.3
|
|
|
$
|
27.76
|
|
(1)
|
The RSUs granted during the year ended
December 31, 2017
include
57 thousand
one
-year RSUs to non-employee directors under the 1991 Plan. These RSUs have a weighted-average grant-date fair value of
$28.80
.
|
|
Number of
Shares |
|
Weighted-Average
Grant-Date Fair Value |
|||
Non-vested at January 1, 2017
(1)
|
1.2
|
|
|
$
|
31.77
|
|
Forfeited
|
(0.3
|
)
|
|
$
|
37.09
|
|
Vested
|
(0.2
|
)
|
|
$
|
23.64
|
|
Granted
|
1.8
|
|
|
$
|
31.31
|
|
Non-vested at December 31, 2017
|
2.5
|
|
|
$
|
31.37
|
|
(1)
|
Non-vested performance shares are based on a maximum potential payout. Actual shares vested at the end of the performance period may be less than the maximum potential payout level depending on achievement of the performance objectives, as determined by the Board of Directors.
|
|
2017
|
|
2016
|
|
2015
|
||||||
Domestic
|
$
|
(208.5
|
)
|
|
$
|
(215.2
|
)
|
|
$
|
(56.6
|
)
|
Foreign
|
32.8
|
|
|
(23.1
|
)
|
|
102.4
|
|
|||
Total
|
$
|
(175.7
|
)
|
|
$
|
(238.3
|
)
|
|
$
|
45.8
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Current
|
|
|
|
|
|
||||||
U.S. federal
|
$
|
(4.4
|
)
|
|
$
|
(67.2
|
)
|
|
$
|
(2.0
|
)
|
Foreign
|
72.9
|
|
|
54.0
|
|
|
38.2
|
|
|||
State and local
|
1.7
|
|
|
(10.6
|
)
|
|
(0.6
|
)
|
|||
Total current
|
70.2
|
|
|
(23.8
|
)
|
|
35.6
|
|
|||
Deferred
|
|
|
|
|
|
||||||
U.S. federal
|
7.6
|
|
|
3.6
|
|
|
(38.3
|
)
|
|||
Foreign
|
(44.9
|
)
|
|
(50.2
|
)
|
|
(11.1
|
)
|
|||
State and local
|
(3.1
|
)
|
|
2.8
|
|
|
0.1
|
|
|||
Total deferred
|
(40.4
|
)
|
|
(43.8
|
)
|
|
(49.3
|
)
|
|||
Income tax (benefit) expense
|
$
|
29.8
|
|
|
$
|
(67.6
|
)
|
|
$
|
(13.7
|
)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Statutory tax (benefit) expense
|
$
|
(61.5
|
)
|
|
$
|
(83.4
|
)
|
|
$
|
16.0
|
|
Brazil non-taxable incentive
|
(3.9
|
)
|
|
(5.8
|
)
|
|
(4.2
|
)
|
|||
Valuation allowance
|
10.5
|
|
|
14.9
|
|
|
(0.7
|
)
|
|||
Foreign tax rate differential
|
(31.5
|
)
|
|
(10.0
|
)
|
|
(19.4
|
)
|
|||
Foreign subsidiary earnings
|
14.4
|
|
|
13.7
|
|
|
(9.1
|
)
|
|||
Accrual adjustments
|
4.1
|
|
|
1.1
|
|
|
1.5
|
|
|||
U.S. tax reform - rate impact on deferred tax balance
|
45.1
|
|
|
—
|
|
|
—
|
|
|||
U.S. tax reform - deemed repatriation tax
|
36.6
|
|
|
—
|
|
|
—
|
|
|||
Business tax credits
|
(0.6
|
)
|
|
(0.7
|
)
|
|
(1.4
|
)
|
|||
Non-deductible (non-taxable) items
|
17.9
|
|
|
2.3
|
|
|
4.2
|
|
|||
Other
|
(1.3
|
)
|
|
0.3
|
|
|
(0.6
|
)
|
|||
Income tax (benefit) expense
|
$
|
29.8
|
|
|
$
|
(67.6
|
)
|
|
$
|
(13.7
|
)
|
|
2017
|
|
2016
|
||||
Balance at January 1
|
$
|
43.2
|
|
|
$
|
13.1
|
|
Acquired uncertain tax positions
|
—
|
|
|
28.5
|
|
||
Increases related to prior year tax positions, net
|
6.1
|
|
|
6.3
|
|
||
Increases related to current year tax positions
|
7.5
|
|
|
2.5
|
|
||
Settlements
|
(1.8
|
)
|
|
(3.4
|
)
|
||
Reductions due to lapse of applicable statute of limitations
|
(6.6
|
)
|
|
(3.8
|
)
|
||
Balance at December 31
|
$
|
48.4
|
|
|
$
|
43.2
|
|
|
2017
|
|
2016
|
||||
Deferred tax assets
|
|
|
|
||||
Accrued expenses
|
$
|
43.0
|
|
|
$
|
74.5
|
|
Warranty accrual
|
13.5
|
|
|
19.7
|
|
||
Deferred compensation
|
10.6
|
|
|
16.2
|
|
||
Allowances for doubtful accounts
|
3.8
|
|
|
10.3
|
|
||
Inventories
|
14.4
|
|
|
26.1
|
|
||
Deferred revenue
|
38.1
|
|
|
19.1
|
|
||
Pensions, post-retirement and other benefits
|
82.6
|
|
|
92.3
|
|
||
Tax credits
|
81.9
|
|
|
52.1
|
|
||
Net operating loss carryforwards
|
125.9
|
|
|
88.4
|
|
||
Capital loss carryforwards
|
2.6
|
|
|
1.8
|
|
||
State deferred taxes
|
17.4
|
|
|
17.1
|
|
||
Other
|
0.8
|
|
|
0.5
|
|
||
|
434.6
|
|
|
418.1
|
|
||
Valuation allowance
|
(105.6
|
)
|
|
(87.8
|
)
|
||
Net deferred tax assets
|
$
|
329.0
|
|
|
$
|
330.3
|
|
|
|
|
|
||||
Deferred tax liabilities
|
|
|
|
||||
Property, plant and equipment, net
|
$
|
1.2
|
|
|
$
|
39.7
|
|
Goodwill and intangible assets
|
302.8
|
|
|
271.5
|
|
||
Partnership interest
|
—
|
|
|
3.7
|
|
||
Undistributed earnings
|
16.0
|
|
|
6.5
|
|
||
Other
|
2.3
|
|
|
—
|
|
||
Net deferred tax liabilities
|
322.3
|
|
|
321.4
|
|
||
Net deferred tax asset
|
$
|
6.7
|
|
|
$
|
8.9
|
|
|
2017
|
|
2016
|
||||
Deferred income taxes - assets
|
$
|
293.8
|
|
|
$
|
309.5
|
|
Deferred income taxes - liabilities
|
(287.1
|
)
|
|
(300.6
|
)
|
||
Net deferred tax asset
|
$
|
6.7
|
|
|
$
|
8.9
|
|
|
Cost Basis
|
|
Unrealized Gain
|
|
Fair Value
|
||||||
As of December 31, 2017
|
|
|
|
|
|
||||||
Short-term investments
|
|
|
|
|
|
||||||
Certificates of deposit
|
$
|
81.4
|
|
|
$
|
—
|
|
|
$
|
81.4
|
|
Long-term investments
|
|
|
|
|
|
||||||
Assets held in a rabbi trust
|
$
|
8.3
|
|
|
$
|
1.1
|
|
|
$
|
9.4
|
|
|
|
|
|
|
|
||||||
As of December 31, 2016
|
|
|
|
|
|
||||||
Short-term investments
|
|
|
|
|
|
||||||
Certificates of deposit
|
$
|
64.1
|
|
|
$
|
—
|
|
|
$
|
64.1
|
|
Long-term investments:
|
|
|
|
|
|
||||||
Assets held in a rabbi trust
|
$
|
7.9
|
|
|
$
|
0.6
|
|
|
$
|
8.5
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Finance lease receivables sold
|
$
|
—
|
|
|
$
|
7.4
|
|
|
$
|
10.6
|
|
|
2017
|
|
2016
|
||||
Gross minimum lease receivable
|
$
|
26.6
|
|
|
$
|
63.3
|
|
Allowance for credit losses
|
(0.3
|
)
|
|
(0.3
|
)
|
||
Estimated unguaranteed residual values
|
1.1
|
|
|
3.7
|
|
||
|
27.4
|
|
|
66.7
|
|
||
Less:
|
|
|
|
||||
Unearned interest income
|
(1.0
|
)
|
|
(2.9
|
)
|
||
Unearned residuals
|
(0.1
|
)
|
|
(0.1
|
)
|
||
|
(1.1
|
)
|
|
(3.0
|
)
|
||
Total
|
$
|
26.3
|
|
|
$
|
63.7
|
|
2018
|
$
|
12.6
|
|
2019
|
7.8
|
|
|
2020
|
4.0
|
|
|
2021
|
1.8
|
|
|
2022
|
0.2
|
|
|
Thereafter
|
0.2
|
|
|
|
$
|
26.6
|
|
|
|
Finance
Leases |
|
Notes
Receivable |
|
Total
|
||||||
Allowance for credit losses
|
|
|
|
|
|
|
||||||
Balance at January 1, 2016
|
|
$
|
0.5
|
|
|
$
|
4.1
|
|
|
$
|
4.6
|
|
Write-offs
|
|
(0.2
|
)
|
|
—
|
|
|
(0.2
|
)
|
|||
Balance at December 31, 2016
|
|
$
|
0.3
|
|
|
$
|
4.1
|
|
|
$
|
4.4
|
|
Provision for credit losses
|
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|||
Write-offs
|
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
|||
Balance at December 31, 2017
|
|
$
|
0.3
|
|
|
$
|
4.1
|
|
|
$
|
4.4
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Balance at January 1
|
$
|
50.4
|
|
|
$
|
31.7
|
|
|
$
|
20.9
|
|
Charged to costs and expenses
|
54.9
|
|
|
22.9
|
|
|
15.8
|
|
|||
Charged to other accounts
(1)
|
1.4
|
|
|
1.7
|
|
|
(4.0
|
)
|
|||
Deductions
(2)
|
(35.0
|
)
|
|
(5.9
|
)
|
|
(1.0
|
)
|
|||
Balance at December 31
|
$
|
71.7
|
|
|
$
|
50.4
|
|
|
$
|
31.7
|
|
|
2017
|
|
2016
|
||||
Finished goods
|
$
|
301.9
|
|
|
$
|
330.5
|
|
Service parts
|
270.6
|
|
|
235.2
|
|
||
Raw materials and work in process
|
164.5
|
|
|
172.0
|
|
||
Total inventories
|
$
|
737.0
|
|
|
$
|
737.7
|
|
|
Estimated Useful Life
(years) |
|
2017
|
|
2016
|
||||
Land and land improvements
|
0-15
|
|
$
|
16.0
|
|
|
$
|
16.9
|
|
Buildings and building improvements
|
15-30
|
|
112.9
|
|
|
129.8
|
|
||
Machinery, tools and equipment
|
5-12
|
|
108.2
|
|
|
121.0
|
|
||
Leasehold improvements
(1)
|
10
|
|
28.3
|
|
|
29.4
|
|
||
Computer equipment
|
3
|
|
153.8
|
|
|
133.8
|
|
||
Computer software
|
5-10
|
|
146.6
|
|
|
224.7
|
|
||
Furniture and fixtures
|
5-8
|
|
73.4
|
|
|
75.0
|
|
||
Tooling
|
3-5
|
|
136.4
|
|
|
123.1
|
|
||
Construction in progress
|
|
|
7.7
|
|
|
10.3
|
|
||
Total property plant and equipment, at cost
|
|
|
$
|
783.3
|
|
|
$
|
864.0
|
|
Less accumulated depreciation and amortization
|
|
|
418.8
|
|
|
477.0
|
|
||
Total property plant and equipment, net
|
|
|
$
|
364.5
|
|
|
$
|
387.0
|
|
(1)
|
The estimated useful life for leasehold improvements is the lesser of 10 years or the term of the lease.
|
|
Services
|
|
Software
|
|
Systems
|
|
Total
|
||||||||
Goodwill
|
$
|
452.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
452.2
|
|
Accumulated impairment losses
|
(290.7
|
)
|
|
—
|
|
|
—
|
|
|
(290.7
|
)
|
||||
Balance at January 1, 2016
|
161.5
|
|
|
—
|
|
|
—
|
|
|
161.5
|
|
||||
Goodwill acquired
|
459.1
|
|
|
238.7
|
|
|
184.8
|
|
|
882.6
|
|
||||
Goodwill adjustment
|
(0.5
|
)
|
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
||||
Currency translation adjustment
|
(20.8
|
)
|
|
(13.8
|
)
|
|
(10.7
|
)
|
|
(45.3
|
)
|
||||
Goodwill
|
890.0
|
|
|
224.9
|
|
|
174.1
|
|
|
1,289.0
|
|
||||
Accumulated impairment losses
|
(290.7
|
)
|
|
—
|
|
|
—
|
|
|
(290.7
|
)
|
||||
Balance at December 31, 2016
|
599.3
|
|
|
224.9
|
|
|
174.1
|
|
|
998.3
|
|
||||
Goodwill acquired
|
5.6
|
|
|
—
|
|
|
—
|
|
|
5.6
|
|
||||
Goodwill adjustment
|
(1.1
|
)
|
|
(1.0
|
)
|
|
(0.8
|
)
|
|
(2.9
|
)
|
||||
Currency translation adjustment
|
62.7
|
|
|
30.1
|
|
|
23.3
|
|
|
116.1
|
|
||||
Goodwill
|
957.2
|
|
|
254.0
|
|
|
196.6
|
|
|
1,407.8
|
|
||||
Accumulated impairment losses
|
(290.7
|
)
|
|
—
|
|
|
—
|
|
|
(290.7
|
)
|
||||
Balance at December 31, 2017
|
$
|
666.5
|
|
|
$
|
254.0
|
|
|
$
|
196.6
|
|
|
$
|
1,117.1
|
|
Services
|
|
Software
|
|
Systems
|
EMEA
|
|
EMEA
|
|
EMEA
|
Americas
|
|
Americas
|
|
Americas
|
AP
|
|
AP
|
|
AP
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||||||||||||
|
Weighted-average remaining useful lives
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
|
Gross
Carrying Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
||||||||||||
Customer relationships, net
|
7.7 years
|
$
|
741.5
|
|
|
$
|
(108.2
|
)
|
|
$
|
633.3
|
|
|
$
|
621.7
|
|
|
$
|
(25.4
|
)
|
|
$
|
596.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Internally-developed software
|
2.6 years
|
192.9
|
|
|
(99.8
|
)
|
|
93.1
|
|
|
151.0
|
|
|
(53.2
|
)
|
|
97.8
|
|
||||||
Development costs non-software
|
1.3 years
|
55.3
|
|
|
(35.1
|
)
|
|
20.2
|
|
|
48.4
|
|
|
(9.7
|
)
|
|
38.7
|
|
||||||
Other
|
1.7 years
|
84.5
|
|
|
(57.3
|
)
|
|
27.2
|
|
|
85.3
|
|
|
(45.2
|
)
|
|
40.1
|
|
||||||
Other intangible assets, net
|
|
332.7
|
|
|
(192.2
|
)
|
|
140.5
|
|
|
284.7
|
|
|
(108.1
|
)
|
|
176.6
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total
|
4.1 years
|
$
|
1,074.2
|
|
|
$
|
(300.4
|
)
|
|
$
|
773.8
|
|
|
$
|
906.4
|
|
|
$
|
(133.5
|
)
|
|
$
|
772.9
|
|
|
Estimated amortization
|
||
2018
|
$
|
147.9
|
|
2019
|
125.1
|
|
|
2020
|
96.2
|
|
|
2021
|
86.0
|
|
|
2022
|
78.2
|
|
|
|
$
|
533.4
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Notes payable – current
|
|
|
|
||||
Uncommitted lines of credit
|
$
|
16.2
|
|
|
$
|
9.4
|
|
Term Loan A Facility
|
23.0
|
|
|
17.3
|
|
||
Delayed Draw Term Loan A Facility
|
17.2
|
|
|
—
|
|
||
Term Loan B Facility - USD
|
4.8
|
|
|
10.0
|
|
||
Term Loan B Facility - Euro
|
5.0
|
|
|
3.7
|
|
||
European Investment Bank
|
—
|
|
|
63.1
|
|
||
Other
|
0.5
|
|
|
3.4
|
|
||
|
$
|
66.7
|
|
|
$
|
106.9
|
|
Long-term debt
|
|
|
|
||||
Revolving credit facility
|
$
|
75.0
|
|
|
$
|
—
|
|
Term Loan A Facility
|
178.3
|
|
|
201.3
|
|
||
Delayed Draw Term Loan A Facility
|
226.6
|
|
|
—
|
|
||
Term Loan B Facility - USD
|
466.7
|
|
|
787.5
|
|
||
Term Loan B Facility - Euro
|
489.5
|
|
|
363.5
|
|
||
2024 Senior Notes
|
400.0
|
|
|
400.0
|
|
||
Other
|
1.4
|
|
|
0.8
|
|
||
|
1,837.5
|
|
|
1,753.1
|
|
||
Long-term deferred financing fees
|
(50.4
|
)
|
|
(61.7
|
)
|
||
|
$
|
1,787.1
|
|
|
$
|
1,691.4
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Revolving debt borrowings (repayments), net
|
$
|
75.0
|
|
|
$
|
(178.0
|
)
|
|
|
|
|
||||
Proceeds from Delayed Draw Term Loan A Facility
|
$
|
250.0
|
|
|
$
|
—
|
|
Proceeds from Term Loan B Facility - USD
|
—
|
|
|
990.0
|
|
||
Proceeds from Term Loan B Facility - Euro
|
73.3
|
|
|
398.1
|
|
||
Proceeds from 2024 Senior Notes
|
—
|
|
|
393.0
|
|
||
International short-term uncommitted lines of credit borrowings
|
50.8
|
|
|
56.6
|
|
||
Other debt borrowings
|
$
|
374.1
|
|
|
$
|
1,837.7
|
|
|
|
|
|
||||
Payments on 2006 Senior Notes
|
$
|
—
|
|
|
$
|
(225.0
|
)
|
Payments on Term Loan A Facility
|
(17.3
|
)
|
|
(11.5
|
)
|
||
Payments on Delayed Draw Term Loan A Facility
|
(6.3
|
)
|
|
—
|
|
||
Payments on Term Loan B Facility - USD
|
(326.1
|
)
|
|
(202.5
|
)
|
||
Payments on Term Loan B Facility - Euro
|
(4.6
|
)
|
|
(0.9
|
)
|
||
Payments on European Investment Bank
|
(63.1
|
)
|
|
—
|
|
||
International short-term uncommitted lines of credit and other repayments
|
(41.4
|
)
|
|
(222.6
|
)
|
||
Other debt repayments
|
$
|
(458.8
|
)
|
|
$
|
(662.5
|
)
|
•
|
a maximum total net debt to adjusted EBITDA leverage ratio of
4.25
to
1.00
as of
December 31, 2017
(reducing to
4.00
on December 31, 2018, and further reduced to
3.75
on June 30, 2019); and
|
•
|
a minimum adjusted EBITDA to net interest expense coverage ratio of not less than
3.00
to
1.00
|
Financing and Replacement Facilities
|
|
Interest Rate
Index and Margin
|
|
Maturity/Termination Dates
|
|
Initial Term (Years)
|
Credit Agreement facilities
|
|
|
|
|
|
|
Revolving Facility
|
|
LIBOR + 2.00%
|
|
December 2020
|
|
5
|
Term Loan A Facility
|
|
LIBOR + 2.00%
|
|
December 2020
|
|
5
|
Delayed Draw Term Loan A Facility
|
|
LIBOR + 2.00%
|
|
December 2020
|
|
5
|
Term Loan B Facility - USD
|
|
LIBOR
(i)
+ 2.75%
|
|
November 2023
|
|
7.5
|
Term Loan B Facility - Euro
|
|
EURIBOR
(ii)
+ 3.00%
|
|
November 2023
|
|
7.5
|
2024 Senior Notes
|
|
8.5%
|
|
April 2024
|
|
8
|
(i)
|
LIBOR with a floor of 0.0 percent
.
|
(ii)
|
EURIBOR with a floor of 0.0 percent
.
|
|
Maturities of
Long-Term Debt |
||
2018
|
$
|
66.7
|
|
2019
|
63.4
|
|
|
2020
|
437.4
|
|
|
2021
|
9.7
|
|
|
Thereafter
|
1,327.0
|
|
|
|
$
|
1,904.2
|
|
•
|
In Germany, post-employment benefit plans are set up as employer funded pension plans and deferred compensation plans. The employer funded pension commitments in Germany are based upon direct performance-related commitments in terms of defined contribution plans. Each beneficiary receives, depending on individual pay-scale grouping, contractual classification, or income level, different yearly contributions. The contribution is multiplied by an age factor appropriate to the respective pension plan and credited to the individual retirement account of the employee. The retirement accounts may be used up at retirement by either a one-time lump-sum payout or payments of up to ten years. Insured events include disability, death and reaching of retirement age.
|
•
|
In Switzerland, the post-employment benefit plan is required due to statutory provisions. The employees receive their pension payments as a function of contributions paid, a fixed interest rate and annuity factors. Insured events are disability, death and reaching of retirement age.
|
•
|
In the Netherlands, there is an average career salary plan, which is employer- and employee-financed and handled by an external fund. Insured events are disability, death and reaching of retirement age. During the fourth quarter of 2016, the Company recognized a curtailment gain of
$4.6
related to its Netherlands' SecurCash B.V. plan due to a restructuring and cessation of accruals in the plan as of December 31, 2016. A transfer to an industry-wide pension fund occurred in early 2017 which transferred
$186.8
of obligations and assets and is included in the settlements caption in the following tables. Final settlement accounting for this plan took place and resulted in
$0.4
of income for the year.
|
|
Retirement Benefits
|
|
Other Benefits
|
||||||||||||||||||||
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
|
|
|
||||||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||||||
Change in benefit obligation
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Benefit obligation at beginning of year
|
$
|
554.5
|
|
|
$
|
544.7
|
|
|
$
|
546.9
|
|
|
$
|
1.7
|
|
|
$
|
10.8
|
|
|
$
|
12.7
|
|
Service cost
|
3.9
|
|
|
3.5
|
|
|
10.5
|
|
|
5.5
|
|
|
—
|
|
|
—
|
|
||||||
Interest cost
|
22.9
|
|
|
24.7
|
|
|
5.7
|
|
|
2.7
|
|
|
0.4
|
|
|
0.5
|
|
||||||
Actuarial (gain) loss
|
17.9
|
|
|
11.6
|
|
|
7.5
|
|
|
(44.6
|
)
|
|
(0.5
|
)
|
|
(1.3
|
)
|
||||||
Plan participant contributions
|
—
|
|
|
—
|
|
|
1.3
|
|
|
0.9
|
|
|
—
|
|
|
—
|
|
||||||
Benefits paid
|
(30.2
|
)
|
|
(30.0
|
)
|
|
(10.0
|
)
|
|
(5.1
|
)
|
|
(0.8
|
)
|
|
(1.1
|
)
|
||||||
Plan amendments
|
—
|
|
|
—
|
|
|
(0.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Special termination benefits
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Curtailment
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.6
|
)
|
|
—
|
|
|
—
|
|
||||||
Settlements
|
—
|
|
|
—
|
|
|
(191.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Foreign currency impact
|
—
|
|
|
—
|
|
|
59.2
|
|
|
(34.7
|
)
|
|
—
|
|
|
—
|
|
||||||
Acquired benefit plans and other
|
—
|
|
|
—
|
|
|
23.0
|
|
|
625.1
|
|
|
—
|
|
|
—
|
|
||||||
Benefit obligation at end of year
|
569.0
|
|
|
554.5
|
|
|
452.0
|
|
|
546.9
|
|
|
9.9
|
|
|
10.8
|
|
||||||
Change in plan assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fair value of plan assets at beginning of year
|
351.7
|
|
|
347.9
|
|
|
482.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Actual return on plan assets
|
53.6
|
|
|
30.4
|
|
|
12.7
|
|
|
(12.3
|
)
|
|
—
|
|
|
—
|
|
||||||
Employer contributions
|
3.6
|
|
|
3.4
|
|
|
1.3
|
|
|
5.3
|
|
|
0.8
|
|
|
1.1
|
|
||||||
Plan participant contributions
|
—
|
|
|
—
|
|
|
1.3
|
|
|
0.9
|
|
|
—
|
|
|
—
|
|
||||||
Benefits paid
|
(30.2
|
)
|
|
(30.0
|
)
|
|
(10.0
|
)
|
|
(5.1
|
)
|
|
(0.8
|
)
|
|
(1.1
|
)
|
||||||
Foreign currency impact
|
—
|
|
|
—
|
|
|
51.7
|
|
|
(30.1
|
)
|
|
—
|
|
|
—
|
|
||||||
Acquired benefit plans and other
|
—
|
|
|
—
|
|
|
11.0
|
|
|
524.2
|
|
|
—
|
|
|
—
|
|
||||||
Settlements
|
—
|
|
|
—
|
|
|
(191.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Fair value of plan assets at end of year
|
378.7
|
|
|
351.7
|
|
|
359.5
|
|
|
482.9
|
|
|
—
|
|
|
—
|
|
||||||
Funded status
|
$
|
(190.3
|
)
|
|
$
|
(202.8
|
)
|
|
$
|
(92.5
|
)
|
|
$
|
(64.0
|
)
|
|
$
|
(9.9
|
)
|
|
$
|
(10.8
|
)
|
Amounts recognized in balance sheets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Noncurrent assets
|
$
|
0.3
|
|
|
$
|
—
|
|
|
$
|
6.9
|
|
|
$
|
15.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Current liabilities
|
3.5
|
|
|
3.5
|
|
|
3.2
|
|
|
3.3
|
|
|
1.1
|
|
|
1.1
|
|
||||||
Noncurrent liabilities
(1)
|
187.1
|
|
|
199.3
|
|
|
96.2
|
|
|
76.4
|
|
|
8.8
|
|
|
9.7
|
|
||||||
Accumulated other comprehensive loss:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Unrecognized net actuarial gain (loss)
(2)
|
(154.4
|
)
|
|
(170.1
|
)
|
|
27.7
|
|
|
27.8
|
|
|
(0.5
|
)
|
|
(1.1
|
)
|
||||||
Unrecognized prior service benefit (cost)
(2)
|
—
|
|
|
—
|
|
|
0.8
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
||||||
Net amount recognized
|
$
|
35.9
|
|
|
$
|
32.7
|
|
|
$
|
121.0
|
|
|
$
|
91.7
|
|
|
$
|
9.4
|
|
|
$
|
9.7
|
|
(1)
|
Included in the consolidated balance sheets in pensions and other benefits and other post-retirement benefits are international plans.
|
(2)
|
Represents amounts in accumulated other comprehensive loss that have not yet been recognized as components of net periodic benefit cost.
|
|
Retirement Benefits
|
|
Other Benefits
|
||||||||||||||||||||
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
|
|
|
||||||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||||||
Change in accumulated other comprehensive loss
|
|
|
|
|
|
|
|||||||||||||||||
Balance at beginning of year
|
$
|
(170.1
|
)
|
|
$
|
(167.5
|
)
|
|
$
|
27.7
|
|
|
$
|
(0.1
|
)
|
|
$
|
(1.1
|
)
|
|
$
|
(2.6
|
)
|
Prior service cost occurring during the year
|
—
|
|
|
—
|
|
|
0.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net actuarial losses recognized during the year
|
5.9
|
|
|
5.6
|
|
|
(0.4
|
)
|
|
—
|
|
|
—
|
|
|
0.2
|
|
||||||
Net actuarial gains (losses) occurring during the year
|
9.8
|
|
|
(8.2
|
)
|
|
0.7
|
|
|
33.7
|
|
|
0.6
|
|
|
1.3
|
|
||||||
Net actuarial gains (losses) recognized due to settlement
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net actuarial gains (losses) recognized due to curtailment
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.8
|
)
|
|
—
|
|
|
—
|
|
||||||
Acquired benefit plans and other
|
—
|
|
|
—
|
|
|
(3.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Foreign currency impact
|
—
|
|
|
—
|
|
|
3.2
|
|
|
(1.1
|
)
|
|
—
|
|
|
—
|
|
||||||
Balance at end of year
|
$
|
(154.4
|
)
|
|
$
|
(170.1
|
)
|
|
$
|
28.5
|
|
|
$
|
27.7
|
|
|
$
|
(0.5
|
)
|
|
$
|
(1.1
|
)
|
|
Retirement Benefits
|
|
Other Benefits
|
||||||||||||||||||||||||||||||||
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
|
||||||||||||||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||||||||
Components of net periodic benefit cost
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Service cost
|
$
|
3.9
|
|
|
$
|
3.5
|
|
|
$
|
3.6
|
|
|
$
|
10.5
|
|
|
$
|
5.5
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest cost
|
22.9
|
|
|
24.7
|
|
|
23.8
|
|
|
5.7
|
|
|
2.7
|
|
|
—
|
|
|
0.4
|
|
|
0.5
|
|
|
0.6
|
|
|||||||||
Expected return on plan assets
|
(25.9
|
)
|
|
(27.0
|
)
|
|
(27.0
|
)
|
|
(4.5
|
)
|
|
(3.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Amortization of prior service cost
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|||||||||
Recognized net actuarial loss
|
5.9
|
|
|
5.5
|
|
|
6.6
|
|
|
(0.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
0.3
|
|
|||||||||
Curtailment gain
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
(4.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Settlement loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Net periodic benefit cost
|
$
|
6.8
|
|
|
$
|
6.7
|
|
|
$
|
7.0
|
|
|
$
|
10.8
|
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
|
$
|
0.4
|
|
|
$
|
0.7
|
|
|
$
|
0.7
|
|
(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.
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Projected benefit obligation
|
$
|
569.0
|
|
|
$
|
554.5
|
|
|
$
|
452.0
|
|
|
$
|
546.9
|
|
Accumulated benefit obligation
|
$
|
569.0
|
|
|
$
|
554.5
|
|
|
$
|
439.5
|
|
|
$
|
538.2
|
|
Fair value of plan assets
|
$
|
378.7
|
|
|
$
|
351.7
|
|
|
$
|
359.5
|
|
|
$
|
482.9
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||||
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||
Discount rate
|
3.71
|
%
|
|
4.24
|
%
|
|
1.45
|
%
|
|
1.63
|
%
|
|
3.71
|
%
|
|
4.62
|
%
|
Rate of compensation increase
|
N/A
|
|
|
N/A
|
|
|
2.75
|
%
|
|
2.52
|
%
|
|
N/A
|
|
|
N/A
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||||
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||
Discount rate
|
4.24
|
%
|
|
4.62
|
%
|
|
1.47
|
%
|
|
1.16
|
%
|
|
4.24
|
%
|
|
4.62
|
%
|
Expected long-term return on plan assets
|
7.40
|
%
|
|
7.75
|
%
|
|
1.34
|
%
|
|
1.82
|
%
|
|
N/A
|
|
|
N/A
|
|
Rate of compensation increase
|
N/A
|
|
|
N/A
|
|
|
2.76
|
%
|
|
2.49
|
%
|
|
N/A
|
|
|
N/A
|
|
|
2017
|
|
2016
|
||
Healthcare cost trend rate assumed for next year
|
6.8
|
%
|
|
7.0
|
%
|
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
|
2025
|
|
|
2025
|
|
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||
|
|
Target
|
|
Actual
|
|
Target
|
|
Actual
|
||||
|
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
Equity securities
|
|
45%
|
|
46%
|
|
45%
|
|
34%
|
|
24%
|
|
9%
|
Debt securities
|
|
40%
|
|
40%
|
|
41%
|
|
36%
|
|
26%
|
|
46%
|
Real estate
|
|
5%
|
|
5%
|
|
5%
|
|
9%
|
|
11%
|
|
4%
|
Other
|
|
10%
|
|
9%
|
|
9%
|
|
21%
|
|
39%
|
|
41%
|
Total
|
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||||||||||||||||||||||
|
|
Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||||||||
Cash and short-term investments
|
|
$
|
3.5
|
|
|
$
|
3.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
82.5
|
|
|
$
|
82.1
|
|
|
$
|
0.4
|
|
|
$
|
—
|
|
Mutual funds
|
|
32.0
|
|
|
32.0
|
|
|
—
|
|
|
—
|
|
|
77.5
|
|
|
77.5
|
|
|
—
|
|
|
—
|
|
||||||||
Equity securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
U.S. mid cap value
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.7
|
|
|
0.7
|
|
|
—
|
|
|
—
|
|
||||||||
U.S. small cap core
|
|
19.0
|
|
|
19.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
International developed markets
|
|
39.3
|
|
|
39.3
|
|
|
—
|
|
|
—
|
|
|
11.2
|
|
|
11.2
|
|
|
—
|
|
|
—
|
|
||||||||
Emerging markets
|
|
19.5
|
|
|
—
|
|
|
19.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Fixed income securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
U.S. corporate bonds
|
|
50.0
|
|
|
—
|
|
|
50.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
International corporate bonds
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
86.9
|
|
|
5.9
|
|
|
81.0
|
|
|
—
|
|
||||||||
U.S. government
|
|
7.7
|
|
|
—
|
|
|
7.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Fixed and index funds
|
|
0.6
|
|
|
—
|
|
|
0.6
|
|
|
—
|
|
|
11.7
|
|
|
7.4
|
|
|
4.3
|
|
|
—
|
|
||||||||
Common collective trusts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Real estate (a)
|
|
19.2
|
|
|
—
|
|
|
—
|
|
|
19.2
|
|
|
4.7
|
|
|
—
|
|
|
4.7
|
|
|
—
|
|
||||||||
Other (b)
|
|
159.9
|
|
|
—
|
|
|
159.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Alternative investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Multi-strategy hedge funds (c)
|
|
18.9
|
|
|
—
|
|
|
—
|
|
|
18.9
|
|
|
1.6
|
|
|
—
|
|
|
1.6
|
|
|
—
|
|
||||||||
Private equity funds (d)
|
|
9.1
|
|
|
—
|
|
|
—
|
|
|
9.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Other alternative investments (e)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
82.7
|
|
|
—
|
|
|
0.9
|
|
|
81.8
|
|
||||||||
Fair value of plan assets at end of year
|
|
$
|
378.7
|
|
|
$
|
93.8
|
|
|
$
|
237.7
|
|
|
$
|
47.2
|
|
|
$
|
359.5
|
|
|
$
|
184.8
|
|
|
$
|
92.9
|
|
|
$
|
81.8
|
|
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||||||||||||||||||||||
|
|
Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||||||||
Cash and short-term investments
|
|
$
|
3.4
|
|
|
$
|
3.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
92.3
|
|
|
$
|
92.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Mutual funds
|
|
28.2
|
|
|
28.2
|
|
|
—
|
|
|
—
|
|
|
61.6
|
|
|
61.6
|
|
|
—
|
|
|
—
|
|
||||||||
Equity securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
U.S. mid cap value
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
||||||||
U.S. small cap core
|
|
16.9
|
|
|
16.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
International developed markets
|
|
36.9
|
|
|
36.9
|
|
|
—
|
|
|
—
|
|
|
9.2
|
|
|
9.2
|
|
|
—
|
|
|
—
|
|
||||||||
Emerging markets
|
|
16.5
|
|
|
—
|
|
|
16.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Fixed income securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
U.S. corporate bonds
|
|
44.8
|
|
|
—
|
|
|
44.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
International corporate bonds
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
77.3
|
|
|
—
|
|
|
77.3
|
|
|
—
|
|
||||||||
U.S. government
|
|
7.7
|
|
|
—
|
|
|
7.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Fixed and index funds
|
|
1.5
|
|
|
—
|
|
|
1.5
|
|
|
—
|
|
|
5.4
|
|
|
—
|
|
|
5.4
|
|
|
—
|
|
||||||||
Common collective trusts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Real estate (a)
|
|
18.1
|
|
|
—
|
|
|
—
|
|
|
18.1
|
|
|
4.3
|
|
|
—
|
|
|
4.3
|
|
|
—
|
|
||||||||
Other (b)
|
|
148.4
|
|
|
—
|
|
|
148.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Alternative investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Multi-strategy hedge funds (c)
|
|
17.6
|
|
|
—
|
|
|
—
|
|
|
17.6
|
|
|
2.8
|
|
|
—
|
|
|
2.1
|
|
|
0.7
|
|
||||||||
Private equity funds (d)
|
|
11.7
|
|
|
—
|
|
|
—
|
|
|
11.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Other alternative investments (e)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
229.9
|
|
|
—
|
|
|
—
|
|
|
229.9
|
|
||||||||
Fair value of plan assets at end of year
|
|
$
|
351.7
|
|
|
$
|
85.4
|
|
|
$
|
218.9
|
|
|
$
|
47.4
|
|
|
$
|
482.9
|
|
|
$
|
163.2
|
|
|
$
|
89.1
|
|
|
$
|
230.6
|
|
(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, 2017
, investments in this CCT, for U.S. plans, included approximately
41 percent
office,
21 percent
residential,
27 percent
retail and
11 percent
industrial, cash and other. As of
December 31, 2016
, investments in this CCT, for U.S. plans, included approximately
39 percent
office,
20 percent
residential,
25 percent
retail and
16 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, 2017
, approximately
59 percent
of the other CCTs are invested in fixed income securities including approximately
15 percent
in mortgage-backed securities,
54 percent
in corporate bonds and
31 percent
in U.S. Treasury and other. Approximately
41 percent
of the other CCTs at
December 31, 2017
are invested in Russell 1000 Fund large cap index funds. At
December 31, 2016
, approximately
60 percent
of the other CCTs are invested in fixed-income securities including approximately
22 percent
in mortgage-backed securities,
58 percent
in corporate bonds and
20 percent
in U.S. Treasury and other. Approximately
40 percent
of the other CCTs at
December 31, 2016
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, 2017
and
2016
, investments in this class for U.S. plans include approximately
50 percent
and
43 percent
long/short equity, respectively,
45 percent
and
50 percent
arbitrage and event investments, respectively, and
5 percent
and
7 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, 2017
and
2016
, investments in these private equity funds include approximately
42 percent
and
43 percent
, respectively, in buyout private equity funds that usually invest in mature companies with established business plans, approximately
25 percent
and
26 percent
, respectively, in special situations private equity and debt funds that focus on niche investment strategies and approximately
33 percent
and
31 percent
respectively, 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
|
(e)
|
Other alternative investments.
Following the Acquisition, the Company’s plan assets were expanded with a combination of insurance contracts, multi-strategy investment funds and company-owned real estate. The fair value for these assets is determined based on the NAV as reported by the underlying investment manager, insurance companies and the trustees of the CTA.
|
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Balance, January 1
|
|
$
|
47.4
|
|
|
$
|
53.3
|
|
|
$
|
230.6
|
|
|
$
|
—
|
|
Dispositions
|
|
(4.3
|
)
|
|
(8.3
|
)
|
|
(175.3
|
)
|
|
—
|
|
||||
Realized and unrealized gain, net
|
|
4.1
|
|
|
2.4
|
|
|
26.5
|
|
|
0.1
|
|
||||
Acquisition
|
|
—
|
|
|
—
|
|
|
—
|
|
|
230.5
|
|
||||
Balance, December 31
|
|
$
|
47.2
|
|
|
$
|
47.4
|
|
|
$
|
81.8
|
|
|
$
|
230.6
|
|
|
U.S. Pension Benefits
|
|
Non-U.S. Pension Benefits
|
|
Other Benefits
|
||||||
Amount of net prior service credit
|
$
|
—
|
|
|
$
|
(0.1
|
)
|
|
$
|
—
|
|
Amount of net loss
|
$
|
6.6
|
|
|
$
|
(0.6
|
)
|
|
$
|
—
|
|
|
U.S. Pension Benefits
|
Non-U.S. Pension Benefits
|
|
Other Benefits
|
|
Other Benefits
after Medicare Part D Subsidy |
||||||||
2018
|
$
|
27.9
|
|
$
|
28.7
|
|
|
$
|
1.1
|
|
|
$
|
1.0
|
|
2019
|
$
|
28.5
|
|
$
|
26.6
|
|
|
$
|
1.0
|
|
|
$
|
0.9
|
|
2020
|
$
|
29.1
|
|
$
|
25.8
|
|
|
$
|
1.0
|
|
|
$
|
0.9
|
|
2021
|
$
|
29.8
|
|
$
|
27.3
|
|
|
$
|
0.9
|
|
|
$
|
0.9
|
|
2022
|
$
|
30.3
|
|
$
|
24.6
|
|
|
$
|
0.9
|
|
|
$
|
0.8
|
|
2023-2027
|
$
|
157.6
|
|
$
|
130.4
|
|
|
$
|
3.7
|
|
|
$
|
3.4
|
|
|
Total
|
|
Real Estate
|
|
Vehicles and Equipment (a)
|
||||||
2018
|
$
|
89.6
|
|
|
$
|
52.3
|
|
|
$
|
37.3
|
|
2019
|
53.8
|
|
|
39.5
|
|
|
14.3
|
|
|||
2020
|
30.5
|
|
|
24.4
|
|
|
6.1
|
|
|||
2021
|
24.3
|
|
|
21.6
|
|
|
2.7
|
|
|||
2022
|
19.1
|
|
|
17.3
|
|
|
1.8
|
|
|||
Thereafter
|
13.1
|
|
|
12.2
|
|
|
0.9
|
|
|||
|
$
|
230.4
|
|
|
$
|
167.3
|
|
|
$
|
63.1
|
|
(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
.
|
|
2017
|
|
2016
|
||||
Balance at January 1
|
$
|
101.6
|
|
|
$
|
73.6
|
|
Current period accruals
|
36.0
|
|
|
53.4
|
|
||
Current period settlements
|
(65.2
|
)
|
|
(73.5
|
)
|
||
Acquired warranty accruals
|
—
|
|
|
43.8
|
|
||
Currency translation
|
4.3
|
|
|
4.3
|
|
||
Balance at December 31
|
$
|
76.7
|
|
|
$
|
101.6
|
|
Derivative instrument
|
Classification on consolidated statement of operations
|
|
2017
|
|
2016
|
|
2015
|
||||||
Non-designated hedges and interest rate swaps
|
Interest expense
|
|
$
|
(4.3
|
)
|
|
$
|
(5.1
|
)
|
|
$
|
(4.2
|
)
|
Gain on foreign currency option contracts - acquisition related
|
Miscellaneous, net
|
|
—
|
|
|
35.6
|
|
|
7.0
|
|
|||
Foreign exchange forward contracts and cash flow hedges
|
Foreign exchange gain (loss), net
|
|
6.3
|
|
|
4.4
|
|
|
10.7
|
|
|||
Foreign exchange forward contracts - acquisition related
|
Miscellaneous, net
|
|
—
|
|
|
(26.4
|
)
|
|
—
|
|
|||
Total
|
|
|
$
|
2.0
|
|
|
$
|
8.5
|
|
|
$
|
13.5
|
|
Foreign Currency Derivative
|
|
Number of Instruments
|
|
Notional Sold
|
|
Notional Purchased
|
|||||
Currency forward agreements (EUR-USD)
|
|
10
|
|
|
56.8
|
|
USD
|
|
49.6
|
|
EUR
|
Currency forward agreements (EUR-GBP)
|
|
12
|
|
|
31.0
|
|
GBP
|
|
35.0
|
|
EUR
|
Currency forward agreements (EUR-CAD)
|
|
1
|
|
|
1.0
|
|
CAD
|
|
0.7
|
|
EUR
|
Currency forward agreements (EUR-CZK)
|
|
2
|
|
|
161.6
|
|
CZK
|
|
6.1
|
|
EUR
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||||||||||||
|
Classification on consolidated balance sheets
|
|
|
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
|
Short-term investments
|
$
|
84.1
|
|
|
$
|
84.1
|
|
|
$
|
—
|
|
|
$
|
64.1
|
|
|
$
|
64.1
|
|
|
$
|
—
|
|
Assets held in rabbi trusts
|
Securities and other investments
|
9.4
|
|
|
9.4
|
|
|
—
|
|
|
8.5
|
|
|
8.5
|
|
|
—
|
|
||||||
Foreign exchange forward contracts
|
Other current assets
|
6.7
|
|
|
—
|
|
|
6.7
|
|
|
7.2
|
|
|
—
|
|
|
7.2
|
|
||||||
Interest rate swaps
|
Other current assets
|
2.2
|
|
|
—
|
|
|
2.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Interest rate swaps
|
Securities and other investments
|
7.6
|
|
|
—
|
|
|
7.6
|
|
|
8.4
|
|
|
—
|
|
|
8.4
|
|
||||||
Total
|
|
$
|
110.0
|
|
|
$
|
93.5
|
|
|
$
|
16.5
|
|
|
$
|
88.2
|
|
|
$
|
72.6
|
|
|
$
|
15.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign exchange forward contracts
|
Other current liabilities
|
$
|
10.2
|
|
|
$
|
—
|
|
|
$
|
10.2
|
|
|
$
|
7.7
|
|
|
$
|
—
|
|
|
$
|
7.7
|
|
Interest rate swaps
|
Other current liabilities
|
5.5
|
|
|
—
|
|
|
5.5
|
|
|
6.9
|
|
|
—
|
|
|
6.9
|
|
||||||
Deferred compensation
|
Other liabilities
|
9.4
|
|
|
9.4
|
|
|
—
|
|
|
8.5
|
|
|
8.5
|
|
|
—
|
|
||||||
Total
|
|
$
|
25.1
|
|
|
$
|
9.4
|
|
|
$
|
15.7
|
|
|
$
|
23.1
|
|
|
$
|
8.5
|
|
|
$
|
14.6
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||||
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
||||||||
Notes payable
|
$
|
66.7
|
|
|
$
|
66.7
|
|
|
$
|
106.9
|
|
|
$
|
106.9
|
|
|
|
|
|
|
|
|
|
||||||||
Revolving credit facility
|
75.0
|
|
|
75.0
|
|
|
—
|
|
|
—
|
|
||||
Term Loan A Facility
|
178.3
|
|
|
178.3
|
|
|
201.3
|
|
|
201.3
|
|
||||
Delayed Draw Term Loan A Facility
|
226.6
|
|
|
226.6
|
|
|
—
|
|
|
—
|
|
||||
Term Loan B Facility - USD
|
466.7
|
|
|
466.7
|
|
|
787.5
|
|
|
787.5
|
|
||||
Term Loan B Facility - Euro
|
489.5
|
|
|
489.5
|
|
|
363.5
|
|
|
363.5
|
|
||||
2024 Senior Notes
|
425.0
|
|
|
400.0
|
|
|
426.0
|
|
|
400.0
|
|
||||
Other
|
1.4
|
|
|
1.4
|
|
|
0.8
|
|
|
0.8
|
|
||||
Long-term deferred financing fees
|
(50.4
|
)
|
|
(50.4
|
)
|
|
(61.7
|
)
|
|
(61.7
|
)
|
||||
Long-term debt
|
1,812.1
|
|
|
1,787.1
|
|
|
1,717.4
|
|
|
1,691.4
|
|
||||
Total debt instruments
|
$
|
1,878.8
|
|
|
$
|
1,853.8
|
|
|
$
|
1,824.3
|
|
|
$
|
1,798.3
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Cost of sales - services and software
|
$
|
27.4
|
|
|
$
|
20.8
|
|
|
$
|
3.1
|
|
Cost of sales - systems
|
1.8
|
|
|
4.7
|
|
|
1.4
|
|
|||
Selling and administrative expense
|
21.3
|
|
|
28.8
|
|
|
16.1
|
|
|||
Research, development and engineering expense
|
(1.1
|
)
|
|
5.1
|
|
|
0.6
|
|
|||
Total
|
$
|
49.4
|
|
|
$
|
59.4
|
|
|
$
|
21.2
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Severance
|
|
|
|
|
|
||||||
Services
|
$
|
32.5
|
|
|
$
|
23.5
|
|
|
$
|
6.2
|
|
Software
|
2.4
|
|
|
7.1
|
|
|
0.7
|
|
|||
Systems
|
8.7
|
|
|
17.6
|
|
|
7.2
|
|
|||
Corporate
|
5.8
|
|
|
11.2
|
|
|
7.1
|
|
|||
Total
|
$
|
49.4
|
|
|
$
|
59.4
|
|
|
$
|
21.2
|
|
|
Severance
|
||||||||||||||
|
DN2020 Plan
|
|
Delta Program
|
|
Strategic Alliance Plan
|
|
Total
|
||||||||
Services
|
$
|
52.9
|
|
|
$
|
0.1
|
|
|
$
|
3.0
|
|
|
$
|
56.0
|
|
Software
|
8.0
|
|
|
1.8
|
|
|
0.5
|
|
|
10.3
|
|
||||
Systems
|
21.0
|
|
|
—
|
|
|
4.6
|
|
|
25.6
|
|
||||
Corporate
|
7.9
|
|
|
1.3
|
|
|
—
|
|
|
9.2
|
|
||||
Total
|
$
|
89.8
|
|
|
$
|
3.2
|
|
|
$
|
8.1
|
|
|
$
|
101.1
|
|
Balance at January 1, 2015
|
$
|
7.6
|
|
Liabilities incurred
|
21.2
|
|
|
Liabilities paid/settled
|
(24.1
|
)
|
|
Balance at December 31, 2015
|
$
|
4.7
|
|
Liabilities incurred
|
59.4
|
|
|
Liabilities acquired
|
45.5
|
|
|
Liabilities paid/settled
|
(19.7
|
)
|
|
Balance at December 31, 2016
|
$
|
89.9
|
|
Liabilities incurred
|
49.4
|
|
|
Liabilities acquired
|
(8.2
|
)
|
|
Liabilities paid/settled
|
(77.1
|
)
|
|
Balance at December 31, 2017
|
$
|
54.0
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Net sales summary by segment
|
|
|
|
|
|
||||||
Services
|
$
|
2,397.3
|
|
|
$
|
1,726.7
|
|
|
$
|
1,295.7
|
|
Software
|
476.6
|
|
|
256.3
|
|
|
139.1
|
|
|||
Systems
|
1,735.4
|
|
|
1,333.3
|
|
|
984.5
|
|
|||
Total customer revenues
|
$
|
4,609.3
|
|
|
$
|
3,316.3
|
|
|
$
|
2,419.3
|
|
|
|
|
|
|
|
||||||
Segment operating profit
|
|
|
|
|
|
||||||
Services
|
$
|
344.8
|
|
|
$
|
298.7
|
|
|
$
|
262.8
|
|
Software
|
33.7
|
|
|
9.6
|
|
|
11.8
|
|
|||
Systems
|
(24.2
|
)
|
|
(24.7
|
)
|
|
(48.8
|
)
|
|||
Total segment operating profit
|
$
|
354.3
|
|
|
$
|
283.6
|
|
|
$
|
225.8
|
|
|
|
|
|
|
|
|
|
|
|||
Corporate charges not allocated to segments
(1)
|
(130.1
|
)
|
|
(124.9
|
)
|
|
(90.7
|
)
|
|||
Impairment of assets
|
(3.1
|
)
|
|
(9.8
|
)
|
|
(18.9
|
)
|
|||
Restructuring charges
|
(49.4
|
)
|
|
(59.4
|
)
|
|
(21.2
|
)
|
|||
Net non-routine income (expense)
|
(255.3
|
)
|
|
(249.3
|
)
|
|
(36.4
|
)
|
|||
|
(437.9
|
)
|
|
(443.4
|
)
|
|
(167.2
|
)
|
|||
Operating profit (loss)
|
(83.6
|
)
|
|
(159.8
|
)
|
|
58.6
|
|
|||
Other income (expense)
|
(92.1
|
)
|
|
(78.5
|
)
|
|
(12.8
|
)
|
|||
Income (loss) from continuing operations before taxes
|
$
|
(175.7
|
)
|
|
$
|
(238.3
|
)
|
|
$
|
45.8
|
|
(1)
|
Corporate charges not allocated to segments include headquarter-based costs associated with procurement, human resources, compensation and benefits, finance and accounting, global development/engineering, global strategy/mergers and acquisitions, global information technology, tax, treasury and legal.
|
|
2017
|
|
2016
|
|
2015
|
||||||
Banking
|
|
|
|
|
|
||||||
Services and software
|
$
|
2,248.4
|
|
|
$
|
1,758.2
|
|
|
$
|
1,426.1
|
|
Systems
|
1,180.6
|
|
|
1,041.7
|
|
|
975.4
|
|
|||
Total banking
|
3,429.0
|
|
|
2,799.9
|
|
|
2,401.5
|
|
|||
Retail
|
|
|
|
|
|
||||||
Services and software
|
625.5
|
|
|
224.8
|
|
|
—
|
|
|||
Systems
|
554.8
|
|
|
291.6
|
|
|
17.8
|
|
|||
Total retail
|
1,180.3
|
|
|
516.4
|
|
|
17.8
|
|
|||
|
$
|
4,609.3
|
|
|
$
|
3,316.3
|
|
|
$
|
2,419.3
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Americas
|
|
|
|
|
|
||||||
United States
|
$
|
1,038.6
|
|
|
$
|
1,020.1
|
|
|
$
|
1,014.3
|
|
Brazil
|
218.5
|
|
|
263.0
|
|
|
211.5
|
|
|||
Other Americas
|
348.7
|
|
|
379.2
|
|
|
347.6
|
|
|||
Total Americas
|
1,605.8
|
|
|
1,662.3
|
|
|
1,573.4
|
|
|||
EMEA
|
|
|
|
|
|
||||||
Germany
|
564.3
|
|
|
244.9
|
|
|
—
|
|
|||
Other EMEA
|
1,815.8
|
|
|
938.3
|
|
|
406.3
|
|
|||
Total EMEA
|
2,380.1
|
|
|
1,183.2
|
|
|
406.3
|
|
|||
AP
|
|
|
|
|
|
||||||
China
|
96.3
|
|
|
175.2
|
|
|
279.0
|
|
|||
Other AP
|
527.1
|
|
|
295.6
|
|
|
160.6
|
|
|||
Total AP
|
623.4
|
|
|
470.8
|
|
|
439.6
|
|
|||
Total net sales
|
$
|
4,609.3
|
|
|
$
|
3,316.3
|
|
|
$
|
2,419.3
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Property, plant and equipment, net
|
|
|
|
|
|
||||||
United States
|
$
|
91.7
|
|
|
$
|
111.2
|
|
|
$
|
130.4
|
|
Germany
|
205.3
|
|
|
199.7
|
|
|
—
|
|
|||
Other international
|
67.5
|
|
|
76.1
|
|
|
44.9
|
|
|||
Total property, plant and equipment, net
|
$
|
364.5
|
|
|
$
|
387.0
|
|
|
$
|
175.3
|
|
|
Years ended December 31,
|
||||||
|
2016
|
|
2015
|
||||
Net sales
|
|
|
|
||||
Services and software
|
$
|
16.3
|
|
|
$
|
221.5
|
|
Systems
|
8.5
|
|
|
127.0
|
|
||
|
24.8
|
|
|
348.5
|
|
||
Cost of sales
|
|
|
|
||||
Services and software
|
15.1
|
|
|
181.1
|
|
||
Systems
|
6.9
|
|
|
102.2
|
|
||
|
22.0
|
|
|
283.3
|
|
||
Gross profit
|
2.8
|
|
|
65.2
|
|
||
Selling and administrative expense
|
4.8
|
|
|
39.7
|
|
||
Income (loss) from discontinued operations before taxes
|
(2.0
|
)
|
|
25.5
|
|
||
Income tax (benefit) expense
|
(0.7
|
)
|
|
9.6
|
|
||
|
(1.3
|
)
|
|
15.9
|
|
||
|
|
|
|
||||
Gain on sale of discontinued operations before taxes
|
239.5
|
|
|
—
|
|
||
Income tax (benefit) expense
|
94.5
|
|
|
—
|
|
||
Gain on sale of discontinued operations, net of tax
|
145.0
|
|
|
—
|
|
||
Income from discontinued operations, net of tax
|
$
|
143.7
|
|
|
$
|
15.9
|
|
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||||||||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||||||||||
Net sales
|
$
|
1,102.8
|
|
|
$
|
509.6
|
|
|
$
|
1,133.9
|
|
|
$
|
580.0
|
|
|
$
|
1,122.7
|
|
|
$
|
983.3
|
|
|
$
|
1,249.9
|
|
|
$
|
1,243.4
|
|
Gross profit
|
242.5
|
|
|
138.8
|
|
|
237.8
|
|
|
155.1
|
|
|
241.0
|
|
|
197.6
|
|
|
288.4
|
|
|
230.2
|
|
||||||||
Income (loss) from continuing operations, net of tax
|
(52.2
|
)
|
|
20.7
|
|
|
(23.6
|
)
|
|
(20.8
|
)
|
|
(28.8
|
)
|
|
(97.2
|
)
|
|
(100.9
|
)
|
|
(73.4
|
)
|
||||||||
Income from discontinued operations, net of tax
|
—
|
|
|
147.8
|
|
|
—
|
|
|
0.5
|
|
|
—
|
|
|
(4.6
|
)
|
|
—
|
|
|
—
|
|
||||||||
Net income (loss)
|
(52.2
|
)
|
|
168.5
|
|
|
(23.6
|
)
|
|
(20.3
|
)
|
|
(28.8
|
)
|
|
(101.8
|
)
|
|
(100.9
|
)
|
|
(73.4
|
)
|
||||||||
Net income (loss) attributable to noncontrolling interests
|
6.6
|
|
|
0.3
|
|
|
7.0
|
|
|
0.8
|
|
|
6.6
|
|
|
0.5
|
|
|
7.4
|
|
|
4.4
|
|
||||||||
Net income (loss) attributable to Diebold Nixdorf, Incorporated
|
$
|
(58.8
|
)
|
|
$
|
168.2
|
|
|
$
|
(30.6
|
)
|
|
$
|
(21.1
|
)
|
|
$
|
(35.4
|
)
|
|
$
|
(102.3
|
)
|
|
$
|
(108.3
|
)
|
|
$
|
(77.8
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic earnings (loss) per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Income (loss) from continuing operations, net of tax
|
$
|
(0.78
|
)
|
|
$
|
0.31
|
|
|
$
|
(0.41
|
)
|
|
$
|
(0.33
|
)
|
|
$
|
(0.47
|
)
|
|
$
|
(1.38
|
)
|
|
$
|
(1.43
|
)
|
|
$
|
(1.04
|
)
|
Income from discontinued operations, net of tax
|
—
|
|
|
2.27
|
|
|
—
|
|
|
0.01
|
|
|
—
|
|
|
(0.06
|
)
|
|
—
|
|
|
—
|
|
||||||||
Net income (loss) attributable to Diebold Nixdorf, Incorporated (basic)
|
$
|
(0.78
|
)
|
|
$
|
2.58
|
|
|
$
|
(0.41
|
)
|
|
$
|
(0.32
|
)
|
|
$
|
(0.47
|
)
|
|
$
|
(1.44
|
)
|
|
$
|
(1.43
|
)
|
|
$
|
(1.04
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Diluted earnings (loss) per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Income (loss) from continuing operations, net of tax
|
$
|
(0.78
|
)
|
|
$
|
0.31
|
|
|
$
|
(0.41
|
)
|
|
$
|
(0.33
|
)
|
|
$
|
(0.47
|
)
|
|
$
|
(1.38
|
)
|
|
$
|
(1.43
|
)
|
|
$
|
(1.04
|
)
|
Income from discontinued operations, net of tax
|
—
|
|
|
2.25
|
|
|
—
|
|
|
0.01
|
|
|
—
|
|
|
(0.06
|
)
|
|
—
|
|
|
—
|
|
||||||||
Net income (loss) attributable to Diebold Nixdorf, Incorporated (diluted)
|
$
|
(0.78
|
)
|
|
$
|
2.56
|
|
|
$
|
(0.41
|
)
|
|
$
|
(0.32
|
)
|
|
$
|
(0.47
|
)
|
|
$
|
(1.44
|
)
|
|
$
|
(1.43
|
)
|
|
$
|
(1.04
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic weighted-average shares outstanding
|
75.3
|
|
|
65.1
|
|
|
75.5
|
|
|
65.2
|
|
|
75.5
|
|
|
70.9
|
|
|
75.5
|
|
|
75.1
|
|
||||||||
Diluted weighted-average shares outstanding
|
75.3
|
|
|
65.7
|
|
|
75.5
|
|
|
65.2
|
|
|
75.5
|
|
|
70.9
|
|
|
75.5
|
|
|
75.1
|
|
(i)
|
Diebold Nixdorf, Incorporated (the Parent Company), the issuer of the guaranteed obligations;
|
(ii)
|
Guarantor Subsidiaries, on a combined basis, as specified in the indentures related to the Company's obligations under the 2024 Senior Notes;
|
(iii)
|
Non-guarantor subsidiaries, on a combined basis;
|
(iv)
|
Consolidating entries and eliminations representing adjustments to (a) eliminate intercompany transactions between the Parent Company, the Guarantor Subsidiaries and the Non-guarantor Subsidiaries, (b) eliminate the investments in our subsidiaries, and (c) record consolidating entries; and
|
(v)
|
Diebold Nixdorf, Incorporated and Subsidiaries on a consolidated basis.
|
|
Parent
|
|
Combined
Guarantor
Subsidiaries
|
|
Combined
Non-Guarantor
Subsidiaries
|
|
Reclassifications/
Eliminations
|
|
Consolidated
|
||||||||||
ASSETS
|
|||||||||||||||||||
Current assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
58.5
|
|
|
$
|
2.3
|
|
|
$
|
474.4
|
|
|
$
|
—
|
|
|
$
|
535.2
|
|
Short-term investments
|
—
|
|
|
—
|
|
|
81.4
|
|
|
—
|
|
|
81.4
|
|
|||||
Trade receivables, net
|
140.7
|
|
|
1.4
|
|
|
688.0
|
|
|
—
|
|
|
830.1
|
|
|||||
Intercompany receivables
|
735.7
|
|
|
907.8
|
|
|
2,104.1
|
|
|
(3,747.6
|
)
|
|
—
|
|
|||||
Inventories
|
167.6
|
|
|
—
|
|
|
569.4
|
|
|
—
|
|
|
737.0
|
|
|||||
Prepaid expenses
|
15.7
|
|
|
1.0
|
|
|
49.0
|
|
|
—
|
|
|
65.7
|
|
|||||
Prepaid income taxes
|
4.5
|
|
|
15.2
|
|
|
68.8
|
|
|
(15.1
|
)
|
|
73.4
|
|
|||||
Other current assets
|
15.2
|
|
|
0.8
|
|
|
176.3
|
|
|
(6.7
|
)
|
|
185.6
|
|
|||||
Total current assets
|
1,137.9
|
|
|
928.5
|
|
|
4,211.4
|
|
|
(3,769.4
|
)
|
|
2,508.4
|
|
|||||
Securities and other investments
|
96.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
96.8
|
|
|||||
Property, plant and equipment, net
|
89.6
|
|
|
2.1
|
|
|
272.8
|
|
|
—
|
|
|
364.5
|
|
|||||
Deferred income taxes
|
150.8
|
|
|
8.0
|
|
|
135.0
|
|
|
—
|
|
|
293.8
|
|
|||||
Finance lease receivables
|
3.3
|
|
|
1.1
|
|
|
10.0
|
|
|
—
|
|
|
14.4
|
|
|||||
Goodwill
|
55.5
|
|
|
—
|
|
|
1,061.6
|
|
|
—
|
|
|
1,117.1
|
|
|||||
Intangible assets, net
|
37.5
|
|
|
—
|
|
|
736.3
|
|
|
—
|
|
|
773.8
|
|
|||||
Investment in subsidiary
|
2,518.5
|
|
|
—
|
|
|
—
|
|
|
(2,518.5
|
)
|
|
—
|
|
|||||
Other assets
|
43.9
|
|
|
—
|
|
|
64.0
|
|
|
(26.5
|
)
|
|
81.4
|
|
|||||
Total assets
|
$
|
4,133.8
|
|
|
$
|
939.7
|
|
|
$
|
6,491.1
|
|
|
$
|
(6,314.4
|
)
|
|
$
|
5,250.2
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
|
|||||||||||||||||||
Current liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Notes payable
|
$
|
49.9
|
|
|
$
|
0.3
|
|
|
$
|
16.5
|
|
|
$
|
—
|
|
|
$
|
66.7
|
|
Accounts payable
|
88.1
|
|
|
0.1
|
|
|
474.0
|
|
|
—
|
|
|
562.2
|
|
|||||
Intercompany payable
|
1,337.1
|
|
|
192.2
|
|
|
2,218.3
|
|
|
(3,747.6
|
)
|
|
—
|
|
|||||
Deferred revenue
|
115.8
|
|
|
0.6
|
|
|
321.1
|
|
|
—
|
|
|
437.5
|
|
|||||
Payroll and other benefits liabilities
|
26.1
|
|
|
2.2
|
|
|
170.6
|
|
|
—
|
|
|
198.9
|
|
|||||
Other current liabilities
|
115.2
|
|
|
2.8
|
|
|
437.9
|
|
|
(21.8
|
)
|
|
534.1
|
|
|||||
Total current liabilities
|
1,732.2
|
|
|
198.2
|
|
|
3,638.4
|
|
|
(3,769.4
|
)
|
|
1,799.4
|
|
|||||
Long-term debt
|
1,710.6
|
|
|
0.1
|
|
|
76.4
|
|
|
—
|
|
|
1,787.1
|
|
|||||
Pensions, post-retirements and other benefits
|
199.8
|
|
|
—
|
|
|
66.6
|
|
|
—
|
|
|
266.4
|
|
|||||
Deferred income taxes
|
10.0
|
|
|
—
|
|
|
277.1
|
|
|
—
|
|
|
287.1
|
|
|||||
Other long-term liabilities
|
11.2
|
|
|
—
|
|
|
126.6
|
|
|
(26.5
|
)
|
|
111.3
|
|
|||||
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
||||||||||
Redeemable noncontrolling interests
|
—
|
|
|
—
|
|
|
492.1
|
|
|
—
|
|
|
492.1
|
|
|||||
Total Diebold Nixdorf, Incorporated shareholders' equity
|
470.0
|
|
|
741.4
|
|
|
1,777.1
|
|
|
(2,518.5
|
)
|
|
470.0
|
|
|||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
36.8
|
|
|
—
|
|
|
36.8
|
|
|||||
Total liabilities and equity
|
$
|
4,133.8
|
|
|
$
|
939.7
|
|
|
$
|
6,491.1
|
|
|
$
|
(6,314.4
|
)
|
|
$
|
5,250.2
|
|
|
Parent
|
|
Combined
Guarantor
Subsidiaries
|
|
Combined
Non-Guarantor
Subsidiaries
|
|
Reclassifications/
Eliminations
|
|
Consolidated
|
||||||||||
ASSETS
|
|||||||||||||||||||
Current assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
138.9
|
|
|
$
|
2.3
|
|
|
$
|
511.5
|
|
|
$
|
—
|
|
|
$
|
652.7
|
|
Short-term investments
|
—
|
|
|
—
|
|
|
64.1
|
|
|
—
|
|
|
64.1
|
|
|||||
Trade receivables, net
|
140.1
|
|
|
—
|
|
|
696.4
|
|
|
(0.6
|
)
|
|
835.9
|
|
|||||
Intercompany receivables
|
883.0
|
|
|
783.7
|
|
|
497.0
|
|
|
(2,163.7
|
)
|
|
—
|
|
|||||
Inventories
|
147.9
|
|
|
16.2
|
|
|
573.6
|
|
|
—
|
|
|
737.7
|
|
|||||
Prepaid expenses
|
15.0
|
|
|
1.1
|
|
|
44.6
|
|
|
—
|
|
|
60.7
|
|
|||||
Prepaid income taxes
|
0.3
|
|
|
25.4
|
|
|
84.9
|
|
|
(25.4
|
)
|
|
85.2
|
|
|||||
Other current assets
|
5.1
|
|
|
1.6
|
|
|
176.6
|
|
|
—
|
|
|
183.3
|
|
|||||
Total current assets
|
1,330.3
|
|
|
830.3
|
|
|
2,648.7
|
|
|
(2,189.7
|
)
|
|
2,619.6
|
|
|||||
Securities and other investments
|
94.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
94.7
|
|
|||||
Property, plant and equipment, net
|
102.9
|
|
|
9.0
|
|
|
275.1
|
|
|
—
|
|
|
387.0
|
|
|||||
Deferred income taxes
|
173.7
|
|
|
7.8
|
|
|
128.0
|
|
|
—
|
|
|
309.5
|
|
|||||
Finance lease receivables
|
4.8
|
|
|
4.8
|
|
|
15.6
|
|
|
—
|
|
|
25.2
|
|
|||||
Goodwill
|
55.5
|
|
|
—
|
|
|
942.8
|
|
|
—
|
|
|
998.3
|
|
|||||
Intangible assets, net
|
1.8
|
|
|
13.6
|
|
|
757.5
|
|
|
—
|
|
|
772.9
|
|
|||||
Investment in subsidiary
|
2,609.5
|
|
|
—
|
|
|
9.9
|
|
|
(2,619.4
|
)
|
|
—
|
|
|||||
Other assets
|
7.8
|
|
|
0.1
|
|
|
55.2
|
|
|
—
|
|
|
63.1
|
|
|||||
Total assets
|
$
|
4,381.0
|
|
|
$
|
865.6
|
|
|
$
|
4,832.8
|
|
|
$
|
(4,809.1
|
)
|
|
$
|
5,270.3
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
|
|||||||||||||||||||
Current liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Notes payable
|
$
|
30.9
|
|
|
$
|
1.3
|
|
|
$
|
74.7
|
|
|
$
|
—
|
|
|
$
|
106.9
|
|
Accounts payable
|
109.1
|
|
|
1.1
|
|
|
450.9
|
|
|
(0.6
|
)
|
|
560.5
|
|
|||||
Intercompany payable
|
1,421.2
|
|
|
175.9
|
|
|
566.6
|
|
|
(2,163.7
|
)
|
|
—
|
|
|||||
Deferred revenue
|
122.3
|
|
|
0.7
|
|
|
281.2
|
|
|
—
|
|
|
404.2
|
|
|||||
Payroll and other benefits liabilities
|
22.9
|
|
|
1.4
|
|
|
148.2
|
|
|
—
|
|
|
172.5
|
|
|||||
Other current liabilities
|
156.1
|
|
|
3.9
|
|
|
445.8
|
|
|
(25.4
|
)
|
|
580.4
|
|
|||||
Total current liabilities
|
1,862.5
|
|
|
184.3
|
|
|
1,967.4
|
|
|
(2,189.7
|
)
|
|
1,824.5
|
|
|||||
Long-term debt
|
1,690.5
|
|
|
0.4
|
|
|
0.5
|
|
|
—
|
|
|
1,691.4
|
|
|||||
Pensions, post-retirements and other benefits
|
212.6
|
|
|
—
|
|
|
84.6
|
|
|
—
|
|
|
297.2
|
|
|||||
Deferred income taxes
|
13.4
|
|
|
—
|
|
|
287.2
|
|
|
—
|
|
|
300.6
|
|
|||||
Other long-term liabilities
|
10.6
|
|
|
—
|
|
|
77.1
|
|
|
—
|
|
|
87.7
|
|
|||||
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
||||||||||
Redeemable noncontrolling interests
|
—
|
|
|
—
|
|
|
44.1
|
|
|
—
|
|
|
44.1
|
|
|||||
Total Diebold Nixdorf, Incorporated shareholders' equity
|
591.4
|
|
|
680.9
|
|
|
1,938.5
|
|
|
(2,619.4
|
)
|
|
591.4
|
|
|||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
433.4
|
|
|
—
|
|
|
433.4
|
|
|||||
Total liabilities and equity
|
$
|
4,381.0
|
|
|
$
|
865.6
|
|
|
$
|
4,832.8
|
|
|
$
|
(4,809.1
|
)
|
|
$
|
5,270.3
|
|
|
Parent
|
|
Combined
Guarantor
Subsidiaries
|
|
Combined
Non-Guarantor
Subsidiaries
|
|
Reclassifications/
Eliminations
|
|
Consolidated
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
1,126.4
|
|
|
$
|
7.4
|
|
|
$
|
3,480.6
|
|
|
$
|
(5.1
|
)
|
|
$
|
4,609.3
|
|
Cost of sales
|
898.0
|
|
|
12.3
|
|
|
2,694.4
|
|
|
(5.1
|
)
|
|
3,599.6
|
|
|||||
Gross profit (loss)
|
228.4
|
|
|
(4.9
|
)
|
|
786.2
|
|
|
—
|
|
|
1,009.7
|
|
|||||
Selling and administrative expense
|
283.8
|
|
|
10.5
|
|
|
639.4
|
|
|
—
|
|
|
933.7
|
|
|||||
Research, development and engineering expense
|
3.1
|
|
|
40.6
|
|
|
111.8
|
|
|
—
|
|
|
155.5
|
|
|||||
Impairment of assets
|
3.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.1
|
|
|||||
(Gain) loss on sale of assets, net
|
0.5
|
|
|
0.4
|
|
|
0.1
|
|
|
—
|
|
|
1.0
|
|
|||||
|
290.5
|
|
|
51.5
|
|
|
751.3
|
|
|
—
|
|
|
1,093.3
|
|
|||||
Operating profit (loss)
|
(62.1
|
)
|
|
(56.4
|
)
|
|
34.9
|
|
|
—
|
|
|
(83.6
|
)
|
|||||
Other income (expense)
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income
|
2.3
|
|
|
0.2
|
|
|
17.8
|
|
|
—
|
|
|
20.3
|
|
|||||
Interest expense
|
(108.7
|
)
|
|
(0.1
|
)
|
|
(8.5
|
)
|
|
—
|
|
|
(117.3
|
)
|
|||||
Foreign exchange gain (loss), net
|
(0.5
|
)
|
|
(0.1
|
)
|
|
(3.3
|
)
|
|
—
|
|
|
(3.9
|
)
|
|||||
Equity in earnings of subsidiaries
|
(32.8
|
)
|
|
—
|
|
|
—
|
|
|
32.8
|
|
|
—
|
|
|||||
Miscellaneous, net
|
6.2
|
|
|
7.7
|
|
|
(3.8
|
)
|
|
(1.3
|
)
|
|
8.8
|
|
|||||
Income (loss) from continuing operations before taxes
|
(195.6
|
)
|
|
(48.7
|
)
|
|
37.1
|
|
|
31.5
|
|
|
(175.7
|
)
|
|||||
Income tax (benefit) expense
|
37.5
|
|
|
(15.5
|
)
|
|
7.8
|
|
|
—
|
|
|
29.8
|
|
|||||
Net income (loss)
|
(233.1
|
)
|
|
(33.2
|
)
|
|
29.3
|
|
|
31.5
|
|
|
(205.5
|
)
|
|||||
Income attributable to noncontrolling interests, net of tax
|
—
|
|
|
—
|
|
|
27.6
|
|
|
—
|
|
|
27.6
|
|
|||||
Net income (loss) attributable to Diebold Nixdorf, Incorporated
|
$
|
(233.1
|
)
|
|
$
|
(33.2
|
)
|
|
$
|
1.7
|
|
|
$
|
31.5
|
|
|
$
|
(233.1
|
)
|
Comprehensive income (loss)
|
$
|
(88.1
|
)
|
|
$
|
(33.2
|
)
|
|
$
|
200.7
|
|
|
$
|
(134.0
|
)
|
|
$
|
(54.6
|
)
|
Less: comprehensive income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
33.5
|
|
|
—
|
|
|
33.5
|
|
|||||
Comprehensive income (loss) attributable to Diebold Nixdorf, Incorporated
|
$
|
(88.1
|
)
|
|
$
|
(33.2
|
)
|
|
$
|
167.2
|
|
|
$
|
(134.0
|
)
|
|
$
|
(88.1
|
)
|
|
Parent
|
|
Combined
Guarantor
Subsidiaries
|
|
Combined
Non-Guarantor
Subsidiaries
|
|
Reclassifications/
Eliminations
|
|
Consolidated
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
1,119.6
|
|
|
$
|
85.0
|
|
|
$
|
2,194.9
|
|
|
$
|
(83.2
|
)
|
|
$
|
3,316.3
|
|
Cost of sales
|
859.4
|
|
|
92.0
|
|
|
1,725.5
|
|
|
(82.3
|
)
|
|
2,594.6
|
|
|||||
Gross profit (loss)
|
260.2
|
|
|
(7.0
|
)
|
|
469.4
|
|
|
(0.9
|
)
|
|
721.7
|
|
|||||
Selling and administrative expense
|
314.4
|
|
|
11.5
|
|
|
435.3
|
|
|
—
|
|
|
761.2
|
|
|||||
Research, development and engineering expense
|
7.9
|
|
|
45.7
|
|
|
56.6
|
|
|
—
|
|
|
110.2
|
|
|||||
Impairment of assets
|
—
|
|
|
5.1
|
|
|
4.7
|
|
|
—
|
|
|
9.8
|
|
|||||
(Gain) loss on sale of assets, net
|
0.3
|
|
|
(0.1
|
)
|
|
0.1
|
|
|
—
|
|
|
0.3
|
|
|||||
|
322.6
|
|
|
62.2
|
|
|
496.7
|
|
|
—
|
|
|
881.5
|
|
|||||
Operating profit (loss)
|
(62.4
|
)
|
|
(69.2
|
)
|
|
(27.3
|
)
|
|
(0.9
|
)
|
|
(159.8
|
)
|
|||||
Other income (expense)
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income
|
2.5
|
|
|
0.6
|
|
|
18.4
|
|
|
—
|
|
|
21.5
|
|
|||||
Interest expense
|
(100.1
|
)
|
|
(0.1
|
)
|
|
(1.2
|
)
|
|
—
|
|
|
(101.4
|
)
|
|||||
Foreign exchange gain (loss), net
|
(3.5
|
)
|
|
(0.1
|
)
|
|
1.5
|
|
|
—
|
|
|
(2.1
|
)
|
|||||
Equity in earnings of subsidiaries
|
(60.0
|
)
|
|
—
|
|
|
—
|
|
|
60.0
|
|
|
—
|
|
|||||
Miscellaneous, net
|
1.8
|
|
|
7.8
|
|
|
(6.1
|
)
|
|
—
|
|
|
3.5
|
|
|||||
Income (loss) from continuing operations before taxes
|
(221.7
|
)
|
|
(61.0
|
)
|
|
(14.7
|
)
|
|
59.1
|
|
|
(238.3
|
)
|
|||||
Income tax (benefit) expense
|
(53.5
|
)
|
|
(28.6
|
)
|
|
14.5
|
|
|
—
|
|
|
(67.6
|
)
|
|||||
Income (loss) from continuing operations, net of tax
|
(168.2
|
)
|
|
(32.4
|
)
|
|
(29.2
|
)
|
|
59.1
|
|
|
(170.7
|
)
|
|||||
Income from discontinued operations, net of tax
|
135.2
|
|
|
—
|
|
|
8.5
|
|
|
—
|
|
|
143.7
|
|
|||||
Net income (loss)
|
(33.0
|
)
|
|
(32.4
|
)
|
|
(20.7
|
)
|
|
59.1
|
|
|
(27.0
|
)
|
|||||
Income attributable to noncontrolling interests, net of tax
|
—
|
|
|
—
|
|
|
6.0
|
|
|
—
|
|
|
6.0
|
|
|||||
Net income (loss) attributable to Diebold Nixdorf, Incorporated
|
$
|
(33.0
|
)
|
|
$
|
(32.4
|
)
|
|
$
|
(26.7
|
)
|
|
$
|
59.1
|
|
|
$
|
(33.0
|
)
|
Comprehensive income (loss)
|
$
|
(56.2
|
)
|
|
$
|
(32.4
|
)
|
|
$
|
(55.1
|
)
|
|
$
|
96.7
|
|
|
$
|
(47.0
|
)
|
Less: comprehensive income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
9.2
|
|
|
—
|
|
|
9.2
|
|
|||||
Comprehensive income (loss) attributable to Diebold Nixdorf, Incorporated
|
$
|
(56.2
|
)
|
|
$
|
(32.4
|
)
|
|
$
|
(64.3
|
)
|
|
$
|
96.7
|
|
|
$
|
(56.2
|
)
|
|
Parent
|
|
Combined
Guarantor
Subsidiaries
|
|
Combined
Non-Guarantor
Subsidiaries
|
|
Reclassifications/
Eliminations
|
|
Consolidated
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
959.3
|
|
|
$
|
171.4
|
|
|
$
|
1,458.4
|
|
|
$
|
(169.8
|
)
|
|
$
|
2,419.3
|
|
Cost of sales
|
645.7
|
|
|
181.2
|
|
|
1,109.2
|
|
|
(168.8
|
)
|
|
1,767.3
|
|
|||||
Gross profit (loss)
|
313.6
|
|
|
(9.8
|
)
|
|
349.2
|
|
|
(1.0
|
)
|
|
652.0
|
|
|||||
Selling and administrative expense
|
268.5
|
|
|
10.6
|
|
|
209.1
|
|
|
—
|
|
|
488.2
|
|
|||||
Research, development and engineering expense
|
8.3
|
|
|
59.3
|
|
|
19.3
|
|
|
—
|
|
|
86.9
|
|
|||||
Impairment of assets
|
—
|
|
|
9.1
|
|
|
9.8
|
|
|
—
|
|
|
18.9
|
|
|||||
(Gain) loss on sale of assets, net
|
0.3
|
|
|
—
|
|
|
(0.9
|
)
|
|
—
|
|
|
(0.6
|
)
|
|||||
|
277.1
|
|
|
79.0
|
|
|
237.3
|
|
|
—
|
|
|
593.4
|
|
|||||
Operating profit (loss)
|
36.5
|
|
|
(88.8
|
)
|
|
111.9
|
|
|
(1.0
|
)
|
|
58.6
|
|
|||||
Other income (expense)
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income
|
0.2
|
|
|
1.0
|
|
|
24.8
|
|
|
—
|
|
|
26.0
|
|
|||||
Interest expense
|
(30.3
|
)
|
|
(0.2
|
)
|
|
(2.0
|
)
|
|
—
|
|
|
(32.5
|
)
|
|||||
Foreign exchange gain (loss), net
|
4.0
|
|
|
(0.5
|
)
|
|
(13.5
|
)
|
|
—
|
|
|
(10.0
|
)
|
|||||
Equity in earnings of subsidiaries
|
29.4
|
|
|
—
|
|
|
—
|
|
|
(29.4
|
)
|
|
—
|
|
|||||
Miscellaneous, net
|
(9.3
|
)
|
|
13.2
|
|
|
51.3
|
|
|
(51.5
|
)
|
|
3.7
|
|
|||||
Income (loss) from continuing operations before taxes
|
30.5
|
|
|
(75.3
|
)
|
|
172.5
|
|
|
(81.9
|
)
|
|
45.8
|
|
|||||
Income tax (benefit) expense
|
(28.3
|
)
|
|
(12.1
|
)
|
|
26.7
|
|
|
—
|
|
|
(13.7
|
)
|
|||||
Income (loss) from continuing operations, net of tax
|
58.8
|
|
|
(63.2
|
)
|
|
145.8
|
|
|
(81.9
|
)
|
|
59.5
|
|
|||||
Income from discontinued operations, net of tax
|
14.9
|
|
|
—
|
|
|
1.0
|
|
|
—
|
|
|
15.9
|
|
|||||
Net income (loss)
|
73.7
|
|
|
(63.2
|
)
|
|
146.8
|
|
|
(81.9
|
)
|
|
75.4
|
|
|||||
Income attributable to noncontrolling interests, net of tax
|
—
|
|
|
—
|
|
|
1.7
|
|
|
—
|
|
|
1.7
|
|
|||||
Net income (loss) attributable to Diebold Nixdorf, Incorporated
|
$
|
73.7
|
|
|
$
|
(63.2
|
)
|
|
$
|
145.1
|
|
|
$
|
(81.9
|
)
|
|
$
|
73.7
|
|
Comprehensive income (loss)
|
$
|
(53.9
|
)
|
|
$
|
(63.2
|
)
|
|
$
|
0.2
|
|
|
$
|
64.1
|
|
|
$
|
(52.8
|
)
|
Less: comprehensive income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
3.2
|
|
|
—
|
|
|
3.2
|
|
|||||
Comprehensive income (loss) attributable to Diebold Nixdorf, Incorporated
|
$
|
(53.9
|
)
|
|
$
|
(63.2
|
)
|
|
$
|
(3.0
|
)
|
|
$
|
64.1
|
|
|
$
|
(56.0
|
)
|
|
Parent
|
|
Combined
Guarantor
Subsidiaries
|
|
Combined
Non-Guarantor
Subsidiaries
|
|
Reclassifications/
Eliminations
|
|
Consolidated
|
||||||||||
Net cash provided (used) by operating activities
|
$
|
(43.9
|
)
|
|
$
|
(41.6
|
)
|
|
$
|
122.6
|
|
|
$
|
—
|
|
|
$
|
37.1
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flow from investing activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Payments for acquisitions, net of cash acquired
|
—
|
|
|
—
|
|
|
(5.6
|
)
|
|
—
|
|
|
(5.6
|
)
|
|||||
Proceeds from maturities of investments
|
—
|
|
|
—
|
|
|
296.2
|
|
|
—
|
|
|
296.2
|
|
|||||
Payments for purchases of investments
|
(14.0
|
)
|
|
—
|
|
|
(315.8
|
)
|
|
—
|
|
|
(329.8
|
)
|
|||||
Proceeds from divestitures and the sale of assets
|
4.6
|
|
|
—
|
|
|
16.3
|
|
|
—
|
|
|
20.9
|
|
|||||
Capital expenditures
|
(13.0
|
)
|
|
(0.1
|
)
|
|
(56.3
|
)
|
|
—
|
|
|
(69.4
|
)
|
|||||
Increase (decrease) in certain other assets
|
(43.0
|
)
|
|
11.8
|
|
|
(9.9
|
)
|
|
—
|
|
|
(41.1
|
)
|
|||||
Capital contributions and loans paid
|
(114.5
|
)
|
|
—
|
|
|
—
|
|
|
114.5
|
|
|
—
|
|
|||||
Proceeds from intercompany loans
|
210.7
|
|
|
—
|
|
|
—
|
|
|
(210.7
|
)
|
|
—
|
|
|||||
Net cash provided (used) by investing activities
|
30.8
|
|
|
11.7
|
|
|
(75.1
|
)
|
|
(96.2
|
)
|
|
(128.8
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flow from financing activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends paid
|
(30.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(30.6
|
)
|
|||||
Debt issuance costs
|
(1.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.1
|
)
|
|||||
Revolving debt borrowings (repayments), net
|
—
|
|
|
—
|
|
|
75.0
|
|
|
—
|
|
|
75.0
|
|
|||||
Other debt borrowings
|
323.3
|
|
|
—
|
|
|
50.8
|
|
|
—
|
|
|
374.1
|
|
|||||
Other debt repayments
|
(354.2
|
)
|
|
(1.2
|
)
|
|
(103.4
|
)
|
|
—
|
|
|
(458.8
|
)
|
|||||
Distribution to noncontrolling interest holders
|
—
|
|
|
—
|
|
|
(17.6
|
)
|
|
—
|
|
|
(17.6
|
)
|
|||||
Issuance of common shares
|
0.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|||||
Repurchase of common shares
|
(5.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5.0
|
)
|
|||||
Capital contributions received and loans incurred
|
—
|
|
|
67.1
|
|
|
47.4
|
|
|
(114.5
|
)
|
|
—
|
|
|||||
Payments on intercompany loans
|
—
|
|
|
(36.0
|
)
|
|
(174.7
|
)
|
|
210.7
|
|
|
—
|
|
|||||
Net cash provided (used) by financing activities
|
(67.3
|
)
|
|
29.9
|
|
|
(122.5
|
)
|
|
96.2
|
|
|
(63.7
|
)
|
|||||
Effect of exchange rate changes on cash
|
—
|
|
|
—
|
|
|
37.9
|
|
|
—
|
|
|
37.9
|
|
|||||
Increase (decrease) in cash and cash equivalents
|
(80.4
|
)
|
|
—
|
|
|
(37.1
|
)
|
|
—
|
|
|
(117.5
|
)
|
|||||
Cash and cash equivalents at the beginning of the year
|
138.9
|
|
|
2.3
|
|
|
511.5
|
|
|
—
|
|
|
652.7
|
|
|||||
Cash and cash equivalents at the end of the period
|
$
|
58.5
|
|
|
$
|
2.3
|
|
|
$
|
474.4
|
|
|
$
|
—
|
|
|
$
|
535.2
|
|
|
Parent
|
|
Combined
Guarantor
Subsidiaries
|
|
Combined
Non-Guarantor
Subsidiaries
|
|
Reclassifications/
Eliminations
|
|
Consolidated
|
||||||||||
Net cash provided (used) by operating activities
|
$
|
(146.4
|
)
|
|
$
|
(43.2
|
)
|
|
$
|
232.1
|
|
|
$
|
(13.8
|
)
|
|
$
|
28.7
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flow from investing activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Payments for acquisitions, net of cash acquired
|
(995.2
|
)
|
|
—
|
|
|
110.6
|
|
|
—
|
|
|
(884.6
|
)
|
|||||
Proceeds from maturities of investments
|
(1.9
|
)
|
|
—
|
|
|
226.9
|
|
|
—
|
|
|
225.0
|
|
|||||
Payments for purchases of investments
|
—
|
|
|
—
|
|
|
(243.5
|
)
|
|
—
|
|
|
(243.5
|
)
|
|||||
Proceeds from divestitures and the sale of assets
|
—
|
|
|
—
|
|
|
31.3
|
|
|
—
|
|
|
31.3
|
|
|||||
Capital expenditures
|
(9.2
|
)
|
|
(1.0
|
)
|
|
(29.3
|
)
|
|
—
|
|
|
(39.5
|
)
|
|||||
Increase in certain other assets
|
0.5
|
|
|
(6.8
|
)
|
|
(21.9
|
)
|
|
—
|
|
|
(28.2
|
)
|
|||||
Proceeds from sale of foreign currency option and forward contracts, net
|
16.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16.2
|
|
|||||
Capital contributions and loans paid
|
(270.2
|
)
|
|
—
|
|
|
(1,119.3
|
)
|
|
1,389.5
|
|
|
—
|
|
|||||
Proceeds from intercompany loans
|
106.4
|
|
|
—
|
|
|
—
|
|
|
(106.4
|
)
|
|
—
|
|
|||||
Net cash provided (used) by investing activities - continuing operations
|
(1,153.4
|
)
|
|
(7.8
|
)
|
|
(1,045.2
|
)
|
|
1,283.1
|
|
|
(923.3
|
)
|
|||||
Net cash used in investing activities - discontinued operations
|
361.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
361.9
|
|
|||||
Net cash provided (used) by investing activities
|
(791.5
|
)
|
|
(7.8
|
)
|
|
(1,045.2
|
)
|
|
1,283.1
|
|
|
(561.4
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flow from financing activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends paid
|
(64.6
|
)
|
|
—
|
|
|
(13.8
|
)
|
|
13.8
|
|
|
(64.6
|
)
|
|||||
Debt issuance costs
|
(39.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(39.2
|
)
|
|||||
Revolving debt borrowings (repayments), net
|
(178.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(178.0
|
)
|
|||||
Other debt borrowings
|
1,781.3
|
|
|
—
|
|
|
56.4
|
|
|
—
|
|
|
1,837.7
|
|
|||||
Other debt repayments
|
(439.6
|
)
|
|
(1.2
|
)
|
|
(221.7
|
)
|
|
—
|
|
|
(662.5
|
)
|
|||||
Distribution to noncontrolling interest holders
|
—
|
|
|
—
|
|
|
(10.2
|
)
|
|
—
|
|
|
(10.2
|
)
|
|||||
Issuance of common shares
|
0.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|||||
Repurchase of common shares
|
(2.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.2
|
)
|
|||||
Capital contributions received and loans incurred
|
—
|
|
|
133.3
|
|
|
1,256.2
|
|
|
(1,389.5
|
)
|
|
—
|
|
|||||
Payments on intercompany loans
|
—
|
|
|
(86.7
|
)
|
|
(19.7
|
)
|
|
106.4
|
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
1,058.0
|
|
|
45.4
|
|
|
1,047.2
|
|
|
(1,269.3
|
)
|
|
881.3
|
|
|||||
Effect of exchange rate changes on cash
|
—
|
|
|
—
|
|
|
(8.0
|
)
|
|
—
|
|
|
(8.0
|
)
|
|||||
Increase (decrease) in cash and cash equivalents
|
120.1
|
|
|
(5.6
|
)
|
|
226.1
|
|
|
—
|
|
|
340.6
|
|
|||||
Add: Cash overdraft included in assets held for sale at beginning of year
|
(1.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.5
|
)
|
|||||
Less: Cash overdraft included in assets held for sale at end of year
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Cash and cash equivalents at the beginning of the year
|
20.3
|
|
|
7.9
|
|
|
285.4
|
|
|
—
|
|
|
313.6
|
|
|||||
Cash and cash equivalents at the end of the period
|
$
|
138.9
|
|
|
$
|
2.3
|
|
|
$
|
511.5
|
|
|
$
|
—
|
|
|
$
|
652.7
|
|
|
Parent
|
|
Combined
Guarantor
Subsidiaries
|
|
Combined
Non-Guarantor
Subsidiaries
|
|
Reclassifications/
Eliminations
|
|
Consolidated
|
||||||||||
Net cash provided (used) by operating activities
|
$
|
1.6
|
|
|
$
|
(26.2
|
)
|
|
$
|
97.5
|
|
|
$
|
(35.7
|
)
|
|
$
|
37.2
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flow from investing activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Payments for acquisitions, net of cash acquired
|
—
|
|
|
—
|
|
|
(59.4
|
)
|
|
—
|
|
|
(59.4
|
)
|
|||||
Proceeds from maturities of investments
|
(2.1
|
)
|
|
—
|
|
|
178.2
|
|
|
—
|
|
|
176.1
|
|
|||||
Payments for purchases of investments
|
—
|
|
|
—
|
|
|
(125.5
|
)
|
|
—
|
|
|
(125.5
|
)
|
|||||
Proceeds from divestitures and sale of assets
|
—
|
|
|
3.5
|
|
|
1.5
|
|
|
—
|
|
|
5.0
|
|
|||||
Capital expenditures
|
(34.9
|
)
|
|
(5.9
|
)
|
|
(11.5
|
)
|
|
—
|
|
|
(52.3
|
)
|
|||||
Increase in certain other assets
|
(6.5
|
)
|
|
(6.6
|
)
|
|
6.8
|
|
|
—
|
|
|
(6.3
|
)
|
|||||
Capital contributions and loans paid
|
(205.4
|
)
|
|
—
|
|
|
(3.8
|
)
|
|
209.2
|
|
|
—
|
|
|||||
Proceeds from intercompany loans
|
173.0
|
|
|
—
|
|
|
—
|
|
|
(173.0
|
)
|
|
—
|
|
|||||
Net cash provided (used) by investing activities - continuing operations
|
(75.9
|
)
|
|
(9.0
|
)
|
|
(13.7
|
)
|
|
36.2
|
|
|
(62.4
|
)
|
|||||
Net cash used in investing activities - discontinued operations
|
(2.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.5
|
)
|
|||||
Net cash provided (used) by investing activities
|
(78.4
|
)
|
|
(9.0
|
)
|
|
(13.7
|
)
|
|
36.2
|
|
|
(64.9
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flow from financing activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends paid
|
(75.6
|
)
|
|
—
|
|
|
(35.7
|
)
|
|
35.7
|
|
|
(75.6
|
)
|
|||||
Debt issuance costs
|
(6.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6.0
|
)
|
|||||
Revolving debt borrowings (repayments), net
|
180.8
|
|
|
—
|
|
|
(25.0
|
)
|
|
—
|
|
|
155.8
|
|
|||||
Other debt borrowings
|
—
|
|
|
—
|
|
|
135.8
|
|
|
—
|
|
|
135.8
|
|
|||||
Other debt repayments
|
(14.8
|
)
|
|
(0.8
|
)
|
|
(153.1
|
)
|
|
—
|
|
|
(168.7
|
)
|
|||||
Distribution to noncontrolling interest holders
|
0.1
|
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
(0.1
|
)
|
|||||
Issuance of common shares
|
3.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.5
|
|
|||||
Repurchase of common shares
|
(3.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.0
|
)
|
|||||
Capital contributions received and loans incurred
|
—
|
|
|
179.3
|
|
|
29.9
|
|
|
(209.2
|
)
|
|
—
|
|
|||||
Payments on intercompany loans
|
—
|
|
|
(137.9
|
)
|
|
(35.1
|
)
|
|
173.0
|
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
85.0
|
|
|
40.6
|
|
|
(83.4
|
)
|
|
(0.5
|
)
|
|
41.7
|
|
|||||
Effect of exchange rate changes on cash
|
—
|
|
|
—
|
|
|
(23.9
|
)
|
|
—
|
|
|
(23.9
|
)
|
|||||
Increase (decrease) in cash and cash equivalents
|
8.2
|
|
|
5.4
|
|
|
(23.5
|
)
|
|
—
|
|
|
(9.9
|
)
|
|||||
Add: Cash overdraft included in assets held for sale at beginning of year
|
(4.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.1
|
)
|
|||||
Less: Cash overdraft included in assets held for sale at end of year
|
(1.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.5
|
)
|
|||||
Cash and cash equivalents at the beginning of the year
|
14.7
|
|
|
2.5
|
|
|
308.9
|
|
|
—
|
|
|
326.1
|
|
|||||
Cash and cash equivalents at the end of the year
|
$
|
20.3
|
|
|
$
|
7.9
|
|
|
$
|
285.4
|
|
|
$
|
—
|
|
|
$
|
313.6
|
|
Name, Age, Title and Year Elected to Present Office
|
Other Positions Held Last Five Years
|
Christopher A. Chapman — 43
Interim Co-Chief Executive Officer, Senior Vice President and Chief Financial Officer
Year elected: 2014 |
2011 - Jun 2014:
Vice President, Global Finance,
2004- 2011:
Vice President, Controller, International Operations
|
Jürgen Wunram — 59
Interim Co-Chief Executive Officer, Senior Vice President and Chief Operating Officer
Year elected: 2016 |
Aug 2016-Feb 2017
: Senior Vice President, Chief Integration Officer and Retail Lead;
2007-Aug 2016
: Chief Financial Officer, Chief Operating Officer, and a member of the executive board for Wincor Nixdorf AG
|
Jonathan B. Leiken — 46
Senior Vice President, Chief Legal Officer and General Counsel Year elected: 2014 |
2008 - May 2014
: Partner, Jones Day (global legal services)
|
Alan Kerr — 61
Senior Vice President, Software
Year elected: 2016
|
2014-Aug 2016
: Executive Vice President, Software Solutions for Diebold, Incorporated;
2008-2012
: Executive Vice President, Field Operations for Kofax (business process automation software)
|
Olaf Heyden — 54
Senior Vice President, Services
Year elected: 2016
|
2013-Aug 2016
: Executive Vice President, Software and Services, and a member of the executive board for Wincor Nixdorf AG;
2011-2013
: Chief Executive Officer for Freudenberg IT KG (information technology services)
|
Ulrich Näher — 52
Senior Vice President, Systems
Year elected: 2016
|
Mar 2016-Aug 2016
: Executive Vice President of Systems Business and member of the board of directors for Wincor Nixdorf AG;
2015-Mar 2016
: Senior Vice President of Research and Development at Wincor Nixdorf AG;
2006-2015
: Senior Partner at McKinsey and Company (management and consulting)
|
•
|
Reports of Independent Registered Public Accounting Firm
|
•
|
Consolidated Balance Sheets at December 31,
2017
and
2016
|
•
|
Consolidated Statements of Operations for the Years Ended December 31,
2017
,
2016
and
2015
|
•
|
Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31,
2017
,
2016
and
2015
|
•
|
Consolidated Statements of Equity for the Years Ended December 31,
2017
,
2016
and
2015
|
•
|
Consolidated Statements of Cash Flows for the Years Ended December 31,
2017
,
2016
and
2015
|
•
|
Notes to Consolidated Financial Statements
|
*10.3(i)
|
1985 Deferred Compensation Plan for Directors of Diebold, Incorporated — incorporated by reference to Exhibit 10.7 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 1992 (Commission File No. 1-4879)
|
*10.5
|
Long-Term Executive Incentive Plan — incorporated by reference to Exhibit 10.9 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 1993 (Commission File No. 1-4879)
|
*
|
Reflects management contract or other compensatory arrangement required to be filed as an exhibit pursuant to Item 15(b) of this annual report.
|
Signature
|
Title
|
Date
|
||
|
|
|
||
/s/ Christopher A. Chapman
|
Co-President of the Office of the Chief Executive, Senior Vice President and Chief Financial Officer
(Co-Principal Executive Officer, Principal Financial and Accounting Officer)
|
February 28, 2018
|
||
Christopher A. Chapman
|
|
|||
|
|
|
|
|
/s/
Juergen Wunram
|
Co-President of the Office of the Chief Executive, Senior Vice President and Chief Operating Officer
(Co-Principal Executive Officer)
|
February 28, 2018
|
||
Juergen Wunram
|
|
|||
|
|
|
|
|
*
|
Director
|
|
February 28, 2018
|
|
Patrick W. Allender
|
|
|
|
|
|
|
|
|
|
*
|
Director
|
|
February 28, 2018
|
|
Phillip R. Cox
|
|
|
|
|
|
|
|
|
|
*
|
Director
|
|
February 28, 2018
|
|
Richard L. Crandall
|
|
|
|
|
|
|
|
|
|
*
|
Director
|
|
February 28, 2018
|
|
Alexander Dibelius
|
|
|
|
|
|
|
|
|
|
*
|
Director
|
|
February 28, 2018
|
|
Dieter Duesedau
|
|
|
|
|
|
|
|
|
|
*
|
Director
|
|
February 28, 2018
|
|
Gale S. Fitzgerald
|
|
|
|
|
|
|
|
|
|
*
|
Director
|
|
February 28, 2018
|
|
Gary G. Greenfield
|
|
|
|
|
|
|
|
|
|
*
|
Director
|
|
February 28, 2018
|
|
Robert S. Prather, Jr.
|
|
|
|
|
|
|
|
|
|
*
|
Director
|
|
February 28, 2018
|
|
Rajesh K. Soin
|
|
|
|
|
|
|
|
|
|
*
|
Director
|
|
February 28, 2018
|
|
Henry D.G. Wallace
|
|
|
|
|
|
|
|
|
|
*
|
Director
|
|
February 28, 2018
|
|
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.
|
Änderung zum Vorstandsanstellungsvertrag
|
|
Amendment to Management Board Member’s Service Agreement
|
Zwischen
der Diebold Nixdorf AG, Heinz-Nixdorf-Ring 1, 33106 Paderborn, vertreten durch den Aufsichtsrat, dieser vertreten durch seinen Vorsitzenden
Herrn Dr. Alexander Dibelius
- im Folgenden „Gesellschaft“ genannt -
und
Herrn Dr. Jürgen Wunram, wohnhaft Am Heiddamm 21, 28355 Bremen.
|
|
Between
Diebold Nixdorf AG, Heinz-Nixdorf-Ring 1, 33106 Paderborn, represented by the supervisory board, in turn represented by its chairman,
Dr. Alexander Dibelius
- hereinafter referred to as “Company” -
and
Dr. Jürgen Wunram, residing in Am Heiddamm 21, 28355 Bremen.
|
Präambel
|
|
Preamble
|
Herr Dr. Jürgen Wunram ist durch Beschluss des Aufsichtsrats der Diebold Nixdorf AG vom 14.12.2006 für die Zeit vom 01.03.2007 bis zum 28.02.2012 zum ordentlichen Mitglied des Vorstandes der Gesellschaft bestellt worden. Die Gesellschaft und Herr Dr. Wunram haben einen Vorstandsanstellungsvertrag am 15.12.2006 abgeschlossen. Durch Beschluss des Aufsichtsrats vom 27.04.2010 wurde der Vertrag ersetzt. Durch Beschluss des Aufsichtsrats vom 27.07.2011 ist Herr Dr. Wunram erneut für die Zeit vom 01.03.2012 bis zum 28.02.2017 und durch Beschluss des Aufsichtsrats vom 03.03.2016 erneut für die Zeit vom
01.03.2016
bis zum
28.02.2019
zum ordentlichen Mitglied des Vorstandes der Gesellschaft bestellt worden. Durch Beschluss des Aufsichtsrats vom 15.02.2017 wurde Herr Dr. Wunram mit Wirkung zum 01.04.2017 zum Vorsitzenden des Vorstands bestellt.
|
|
By resolution of the Supervisory Board of Diebold Nixdorf AG dated December 14, 2006, Dr. Jürgen Wunram was appointed as regular member of the Management Board (
Vorstand
) of the Company for a term commencing on March 1, 2007 and ending on February 28, 2012. On December 15, 2006, the Company and Dr. Wunram entered into a Management Board Member’s Service Agreement. By resolution of the Supervisory Board dated April 27, 2010, this agreement was replaced. By resolution of the Supervisory Board dated July 27, 2011, Dr. Wunram was appointed again as regular member of the Management Board of the Company for a term commencing on March 1, 2012 and ending on February 28, 2017, and by resolution of the Supervisory Board dated March 3, 2016, again for a term commencing on
March 1, 2016
and ending on
February 28, 2019
. By resolution as of February 15, 2017, the Supervisory Board has appointed Dr. Wunram as chairman of the Management Board effective on April 1, 2017.
|
Durch Beschluss des Aufsichtsrats vom 20.12.2017 wird der § 4 (2) wie folgt ergänzt
:
Die Gesellschaft erstattet Herrn Dr. Wunram Steuerberatungskosten gegen Beleg in Höhe von USD 14.000 brutto pro Jahr.
|
|
§ 4 (2) of the Management Board Member’s Service Agreement will be amended as follows:
The Company will reimburse Dr. Wunram’s tax advisory expenses (financial planning) against receipt up to USD 10,000 gross per annum.
|
|
|
|
Paderborn, den / this ____________ 2017
|
|
Paderborn, den / this ____________ 2017
|
|
|
|
__________________________________
Vorsitzender des Aufsichtsrates der / chairman of the supervisory board of Diebold Nixdorf AG
|
|
__________________________________
Dr. Jürgen Wunram
|
Verlängerung des Vorstandsanstellungsvertrages
|
|
Extension of Management Board Member’s Service Agreement
|
Zwischen
der Diebold Nixdorf AG, Heinz-Nixdorf-Ring 1, 33106 Paderborn, vertreten durch den Aufsichtsrat, dieser vertreten durch seinen Vorsitzenden
Herrn Dr. Alexander Dibelius
- im Folgenden „Gesellschaft“ genannt -
und
Herrn Olaf Heyden, wohnhaft Stenzelbergstr. 3, 53340 Meckenheim
|
|
Between
Diebold Nixdorf AG, Heinz-Nixdorf-Ring 1, 33106 Paderborn, represented by the supervisory board, in turn represented by its chairman,
Dr. Alexander Dibelius
- hereinafter referred to as “Company” -
and
Mr. Olaf Heyden, residing in Stenzelbergstr. 3, 55340 Meckenheim.
|
Präambel
|
|
Preamble
|
Herr Olaf Heyden ist durch Beschluss des Aufsichtsrats der Diebold Nixdorf AG vom 23.04.2013 in Konkretisierung des Beschlusses vom 07.01.2013 für die Zeit vom 01.05.2013 bis zum 30.04.2018 zum ordentlichen Mitglied des Vorstandes der Gesellschaft bestellt worden. Die Gesellschaft und Herr Heyden haben einen Vorstandsanstellungsvertrag am 07.01.2013 abgeschlossen. Durch Beschluss des Aufsichtsrats der Diebold Nixdorf AG vom 20.12.2017 ist die Bestellung von Herrn Heyden bis zum Ablauf des 28.02.2019 verlängert worden.
Der bestehende Vorstandsanstellungsvertrag wird somit bis zum Ablauf des 28.02.2019 verlängert.
§ 4 (2) des Vorstandsanstellungsvertrages wird wie folgt ergänzt:
Die Gesellschaft erstattet Herrn Heyden Steuerberatungskosten gegen Beleg in Höhe von USD 10.000 brutto pro Jahr.
|
|
By resolution of the Supervisory Board of Diebold Nixdorf AG dated April 23, 2013 in concretion by resolution dated January 7, 2013, Mr. Olaf Heyden was appointed as regular member of the Management Board (
Vorstand
) of the Company for a term commencing on May 1, 2013 and ending on April 30, 2018. On January 7, 2013, the Company and Mr. Heyden entered into a Management Board Member’s Service Agreement.
By resolution of the Supervisory Board of Diebold Nixdorf AG dated December 20, 2017 the appointment has been extended ending on February 28, 2019.
The existing Management Board Member’s Service Agreement will be extended ending on February 28, 2019 respectively.
§ 4 (2) of the Management Board Member’s Service Agreement will be amended as follows:
The Company will reimburse tax advisory expenses (financial planning) against receipt up to USD 10,000 gross per annum.
|
|
|
|
Paderborn, den / this ____________ 2017
|
|
Paderborn, den / this ____________ 2017
|
|
|
|
__________________________________
Vorsitzender des Aufsichtsrates der / chairman of the supervisory board of Diebold Nixdorf AG
|
|
__________________________________
Olaf Heyden
|
1.
|
If a Qualifying Separation takes place during the two (2) year period following the date of the appointment of a new Chief Executive Officer of the Company, you will then be entitled to receive 55/5 Treatment with respect to any such outstanding award containing provisions providing 55/5 Treatment pursuant to the terms of an applicable Award Agreement.
|
2.
|
Definitions.
|
2.1.
|
As used herein, “
Qualifying Separation
” shall mean (i) the termination of Mr. Chapman’s employment by the Company without cause or (ii) the termination of Mr. Chapman’s employment by Mr. Chapman for good reason. In each case, the existence of a Qualifying Separation shall be determined by the Company’s Board of Directors in its sole discretion by reference to the language of the applicable Award Agreement.
|
2.2.
|
As used herein, “
55/5 Treatment
” shall mean that Mr. Chapman shall be treated as if he has in fact attained the age of fifty-five (55) years old and has completed five (5) or more years of continuous service with the Company prior to his termination for purposes of the applicable Award Agreement.
|
2.3.
|
As used herein, “
Award Agreement
” shall mean certain equity award agreements between the Company and Mr. Chapman, whether currently in effect or which may be entered into in the future, that, at the time of a Qualifying Separation, contemplate the acceleration or continued vesting of certain equity awards upon the attainment by Mr. Chapman of both the age of fifty-five (55) years old and five (5) or more years of continuous service to the Company. As such, any award agreement between the Company and Mr. Chapman entered into prior to 2017 shall not be deemed to be an “
Award Agreement
” for purposes of this letter.
|
3.
|
The terms included in this letter shall expire upon the second anniversary of the date of the appointment of a new Chief Executive Officer of the Company.
|
|
North Canton, this ___ day of February 2018
|
|
_______________________________
Jonathan B. Leiken
|
Domestic
|
Jurisdiction under which organized
|
Percent of voting securities owned by Registrant
|
Diebold Australia Holding Company, Inc.
|
Delaware
|
100%
|
Diebold China Security Holding Company, Inc.
|
Delaware
|
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%(6)
|
Diebold Netherlands Holding Company, LLC
|
Delaware
|
100%(1)
|
Diebold Self-Service Systems
|
New York
|
100%(2)
|
Diebold Software Solutions, Inc.
|
Delaware
|
100%
|
Diebold SST Holding Company, Inc.
|
Delaware
|
100%
|
Diebold Transaction Services, Inc.
|
Delaware
|
100%
|
Impexa LLC
|
Texas
|
100%(3)
|
Mayfair Software Distribution, Inc.
|
Delaware
|
100%
|
Phoenix Interactive USA Inc
|
Delaware
|
100%(38)
|
VDM Holding Company, Inc.
|
Delaware
|
100%
|
|
|
|
International
|
Jurisdiction under which organized
|
Percent of voting securities owned by Registrant
|
1932780 Ontario Inc.
|
Canada
|
100%(39)
|
Aevi CZ s.r.o
|
Czech Republic
|
76.7%(49)
|
Aevi International GmbH
|
Germany
|
76.7%(48)
|
Aevi UK Ltd.
|
United Kingdom
|
76.7%(49)
|
Aisino Wincor Manufacturing (Shanghai) Co. Ltd.
|
China
|
76.7%(72)
|
Aisino Wincor Engineering Pte. Ltd.
|
Singapore
|
76.7%(72)
|
Aisino-Wincor Retail & Banking Syst. (Shanghai) Co. Ltd.
|
China
|
76.7%(80)
|
Altus Bilisim Hizmetleri Anonim Sirketi
|
Turkey
|
100%(35)
|
Bitelco Diebold Chile Limitada
|
Chile
|
100%(20)
|
Bankberatung Organisationsu IT-Beratungfür Banken AG
|
Germany
|
76.7%(50)
|
BEB Industrie-Elektronik AG
|
Switzerland
|
76.7%(51)
|
CI Tech Components AG
|
Switzerland
|
76.7%(52)
|
CI Tech Sensors AG
|
Switzerland
|
76.7%(53)
|
C.R. Panama, Inc.
|
Panama
|
100%(10)
|
Cable Print B.V.B.A.
|
Belgium
|
100%(37)
|
Caribbean Self Service and Security LTD.
|
Barbados
|
50%(9)
|
Crown B.V.
|
Netherlands
|
76.7%(54)
|
Cryptera A/S
|
Denmark
|
100%(26)
|
D&G ATMS y Seguridad de Costa Rica Ltda.
|
Costa Rica
|
99.99%(33)
|
D&G Centroamerica y GBM de Nicaragua y Compañia Ltda.
|
Nicaragua
|
99%(31)
|
D&G Centroamerica, S. de R.L.
|
Panama
|
51%(29)
|
D&G Dominicana S.A.
|
Dominican Republic
|
99.85%(32)
|
D&G Honduras S. de R.L.
|
Honduras
|
99%(31)
|
D&G Panama S. de R.L.
|
Panama
|
99.99%(33)
|
DB & GB de El Salvador Limitada
|
El Salvador
|
99%(31)
|
DB&G ATMs Seguridad de Guatemala, Limitada
|
Guatemala
|
99%(31)
|
DBD (Barbados) 1 SRL
|
Barbados
|
100%
|
DBD (Barbados) 2 SRL
|
Barbados
|
100%
|
DBD (Barbados) 3 SRL
|
Barbados
|
100%(42)
|
DBD EMEA Holding C.V.
|
The Netherlands
|
100%(27)
|
DCHC, S.A.
|
Panama
|
100%(10)
|
Diebold Africa (Pty) Ltd.
|
South Africa
|
100%(17)
|
Diebold Africa Investment Holdings Pty. Ltd.
|
South Africa
|
100%(26)
|
Diebold Argentina, S.A.
|
Argentina
|
100%(10)
|
Diebold Bolivia S.R. L.
|
Bolivia
|
100%(30)
|
Diebold Brasil LTDA
|
Brazil
|
100%(28)
|
Diebold Brasil Servicos de Tecnologia e Participacoes Ltda
|
Brazil
|
100%(22)
|
Diebold Canada Holding Company Inc.
|
Canada
|
100%
|
Diebold Colombia S.A.
|
Colombia
|
100%(13)
|
Diebold Ecuador SA
|
Ecuador
|
100%(18)
|
Diebold EMEA Processing Centre Limited
|
United Kingdom
|
100%
|
Diebold Finance Germany GmbH
|
Germany
|
100%(44)
|
Diebold Financial Equipment Company (China), Ltd.
|
Peoples Republic of China
|
100%(44)
|
Diebold Germany GmbH
|
Germany
|
100%(5)
|
Diebold Holding Germany Inc. & Co. KGaA
|
Germany
|
100%
|
Diebold Hong Kong Services Limited
|
Hong Kong
|
100%(7)
|
Diebold Hungary Self-Service Solutions, Ltd.
|
Hungary
|
100%
|
Diebold Italia S.p.A.
|
Italy
|
100%(12)
|
Diebold Mexico, S.A. de C.V.
|
Mexico
|
100%(43)
|
Diebold Netherlands B.V.
|
The Netherlands
|
100%(5)
|
Diebold Nixdorf AB
|
Sweden
|
76.7%(51)
|
Diebold Nixdorf AG
|
Switzerland
|
100%(5)
|
Diebold Nixdorf Aktiengesellschaft
|
Germany
|
76.7%(46)
|
Diebold Nixdorf A/S
|
Denmark
|
76.7%(51)
|
Diebold Nixdorf AS
|
Norway
|
76.7%(51)
|
Diebold Nixdorf Australia Pty. Ltd.
|
Australia
|
100&(4)
|
Diebold Nixdorf Banking Consulting GmbH
|
Germany
|
76.7%(51)
|
Diebold Nixdorf Banking Services Ltd.
|
United Kingdom
|
76.7%(64)
|
Diebold Nixdorf BPO Sp. z.o.o.
|
Poland
|
76.7%(51)
|
Diebold Nixdorf Business Administration Center GmbH
|
Germany
|
76.7%(51)
|
Diebold Nixdorf B.V.
|
Netherlands
|
76.7%(51)
|
Diebold Nixdorf B.V.B.A
|
Belgium
|
100%(16)
|
Diebold Nixdorf Customer Care GmbH
|
Germany
|
76.7%(51)
|
Diebold Nixdorf Deutschland GmbH
|
Germany
|
76.7%(51)
|
Diebold Nixdorf Dutch Holding B.V.
|
Netherlands
|
100%
|
Diebold Nixdorf EURL
|
Algeria
|
76.7%(51)
|
Diebold Nixdorf Facility GmbH
|
Germany
|
76.7%(51)
|
Diebold Nixdorf Facility Services GmbH
|
Germany
|
76.7%(51)
|
Diebold Nixdorf Finance AG
|
Switzerland
|
76.7%(51)
|
Diebold Nixdorf Global Holding B.V.
|
Netherlands
|
100%
|
Diebold Nixdorf Global IT Operations GmbH
|
Germany
|
76.7%(51)
|
Diebold Nixdorf Global Logistics GmbH
|
Germany
|
76.7%(51)
|
Diebold Nixdorf Global Solutions B.V.
|
Netherlands
|
76.7%(68)
|
Diebold Nixdorf GmbH
|
Austria
|
76.7%(15)
|
Diebold Nixdorf Grundstücksverwaltungllmenau GmbH & CoKG
|
Germany
|
76.7%(69)
|
Diebold Nixdorf (Hong Kong) Ltd.
|
Hong Kong
|
76.7%(51)
|
Diebold Nixdorf India Private Limited
|
India
|
100%(8)
|
Diebold Nixdorf Information Systems S.A.
|
Greece
|
76.7%(51)
|
Diebold Nixdorf Information Systems (Shanghai) Co. Ltd.
|
China
|
76.7%(51)
|
Diebold Nixdorf Kft.
|
Hungary
|
76.7%(51)
|
Diebold Nixdorf, Lda.
|
Portugal
|
76.7%(51)
|
Diebold Nixdorf Limited
|
Nigeria
|
76.7%(51)
|
Diebold Nixdorf Logistics GmbH
|
Germany
|
76.7%(51)
|
Diebold Nixdorf Lottery Solutions GmbH
|
Germany
|
76.7%(71)
|
Diebold Nixdorf Ltd.
|
Ireland
|
76.7%(51)
|
Diebold Nixdorf Manufacturing Pte. Ltd.
|
Singapore
|
76.7%(66)
|
Diebold Nixdorf Myanmar Limited
|
Myanmar
|
100%(78)
|
Diebold Nixdorf Oy
|
Finland
|
76.7%(51)
|
Diebold Nixdorf Philippines, Inc.
|
Philippines
|
100%
|
Diebold Nixdorf Portavis GmbH
|
Germany
|
76.7%(75)
|
Diebold Nixdorf Pte. Ltd.
|
Singapore
|
76.7%(51)
|
Diebold Nixdorf Real Estate GmbH &CoKG
|
Germany
|
76.7%(69)
|
Diebold Nixdorf Retail Consulting GmbH
|
Germany
|
76.7%(51)
|
Diebold Nixdorf Retail Services GmbH
|
Germany
|
76.7%(51)
|
Diebold Nixdorf Retail Solutions s.r.o.
|
Czech Republic
|
76.7%(65)
|
Diebold Nixdorf S.A.
|
Morocco
|
76.7%(51)
|
Diebold Nixdorf S.A.S.
|
France
|
76.7%(51)
|
Diebold Nixdorf Sdn. Bhd.
|
Malaysia
|
76.7%(51)
|
Diebold Nixdorf Security GmbH
|
Germany
|
76.7%(51)
|
Diebold Nixdorf Services GmbH
|
Germany
|
76.7%(51)
|
Diebold Nixdorf S.L.
|
Spain
|
76.7%(51)
|
Diebold Nixdorf Software C.V.
|
Netherlands
|
76.7%(77)
|
Diebold Nixdorf Software Partner B.V.
|
Netherlands
|
76.7%(51)
|
Diebold Nixdorf South Africa (Pty) Ltd.
|
South Africa
|
74.9%(25)
|
Diebold Nixdorf Sp. z.o.o.
|
Poland
|
76.7%(51)
|
Diebold Nixdorf s.r.l.
|
Italy
|
76.7%(51)
|
Diebold Nixdorf s.r.o. (Czech Republic)
|
Czech Republic
|
76.7%(51)
|
Diebold Nixdorf s.r.o. (Slovakia)
|
Slovakia
|
76.7%(51)
|
Diebold Nixdorf Taiwan Ltd.
|
Taiwan
|
76.7%(51)
|
Diebold Nixdorf Technology GmbH
|
Germany
|
76.7%(51)
|
Diebold Nixdorf Teknoloji A.S.
|
Turkey
|
76.7%(51)
|
Diebold Nixdorf (Thailand) Company Limited
|
Thailand
|
100%(19)
|
Diebold Nixdorf (UK) Limited
|
United Kingdom
|
76.7%(51)
|
Diebold Nixdorf Vietnam Company Limited
|
Vietnam
|
100%
|
Diebold Nixdorf Visio GmbH
|
Germany
|
76.7%(51)
|
Diebold One UK Limited
|
United Kingdom
|
100%
|
Diebold Pacific, Limited
|
Hong Kong
|
100%
|
Diebold Panama, Inc.
|
Panama
|
100%(10)
|
Diebold Paraguay S.A.
|
Paraguay
|
100%(45)
|
Diebold Peru S.r.l
|
Peru
|
100%(73)
|
Diebold Portugal - Solucoes de Automatizacao, Limitada
|
Portugal
|
100%(5)
|
Diebold Self-Service Ltd.
|
Russia
|
100%(47)
|
Diebold Self Service Solutions Limited Liability Company
|
Switzerland
|
100%(14)
|
Diebold Self Service Solutions Namibia (Pty) Ltd.
|
Namibia
|
100%(40)
|
Diebold Self-Service Solutions Industrial and Servicing Rom Srl.
|
Romania
|
100%(41)
|
Diebold Spain, S.L.
|
Spain
|
100%(21)
|
Diebold Switzerland Holding Company, LLC
|
Switzerland
|
100%
|
Diebold Uruguay S.A.
|
Uruguay
|
100%(10)
|
Dynasty Technology Brasil Software Ltda.
|
Brazil
|
76.7%(55)
|
Dynasty Technology Group S.A.
|
Spain
|
76.7%(56)
|
GAS Informática Ltda.
|
Brazil
|
100%(34)
|
Inspur (Suzhou) Financial Information System Co., Ltd.
|
Peoples Republic of China
|
40%(79)
|
IP Management GmbH
|
Germany
|
76.7%(51)
|
IT Soluciones Integrales, C.A.
|
Venezuela
|
76.7%(57)
|
J.J.F. Panama, Inc.
|
Panama
|
100%(10)
|
LLC Diebold Nixdorf
|
Ukraine
|
76.7%(51)
|
LLC Wincor Nixdorf
|
Russia
|
76.7%(47)
|
MCES LLC
|
Russia
|
76.7%(58)
|
Moxx B.V.
|
Netherlands
|
100%(15)
|
Moxx Belgium BVBA
|
Belgium
|
100%(36)
|
Moxx France S.A.R.L.
|
France
|
100%(63)
|
Moxx GmbH
|
Germany
|
100%(63)
|
Phoenix Interactive Design Inc.
|
Canada
|
100%(38)
|
Phoenix Interactive (UK)
|
United Kingdom
|
100%(38)
|
Procomp Amazonia Industria Eletronica S.A.
|
Brazil
|
100%(11)
|
Procomp Industria Eletronica LTDA
|
Brazil
|
100%(23)
|
Projective BC France SARL
|
France
|
76.7%(59)
|
Projective BC Germany GmbH
|
Germany
|
76.7%(59)
|
Projective Biz B.V.
|
Netherlands
|
76.7%(59)
|
Projective London Ltd.
|
United Kingdom
|
76.7%(59)
|
Projective N.V.
|
Belgium
|
76.7%(60)
|
Prosystems IT GmbH
|
Germany
|
76.7%(51)
|
Pt. Wincor Nixdorf Indonesia
|
Indonesia
|
76.7%(12)
|
SecurCash B.V.
|
Netherlands
|
76.7%(61)
|
SecurCash Geldverwerking B.V.
|
Netherlands
|
76.7%(62)
|
SecurCash Nederland B.V.
|
Netherlands
|
76.7%(61)
|
The Diebold Company of Canada, Ltd.
|
Canada
|
100%
|
TSG Tankstellen Support GmbH
|
Germany
|
76.7%(51)
|
W.I.K. Consulting BVBA
|
Belgium
|
76.7%(59)
|
Wincor Nixdorf C.A.
|
Venezuela
|
76.7%(51)
|
Wincor Nixdorf Canada Inc.
|
Canada
|
76.7%(51)
|
Wincor Nixdorf Finance Malta Holding Ltd.
|
Malta
|
76.7%(51)
|
Wincor Nixdorf Finance Malta Ltd.
|
Malta
|
76.7%(67)
|
Wincor Nixdorf India Private Ltd.
|
India
|
76.7%(51)
|
WINCOR NIXDORF International GmbH
|
Germany
|
76.7%(47)
|
Wincor Nixdorf IT Support S.A. de C.V.
|
Mexico
|
76.7%(70)
|
Wincor Nixdorf Manufacturing GmbH
|
Germany
|
76.7%(51)
|
Wincor Nixdorf Oil and Gas IT Services LLC
|
Russia
|
76.7%(74)
|
Wincor Nixdorf Retail ME JLT
|
UAE
|
76.7%(76)
|
Wincor Nixdorf S.A. de C.V.
|
Mexico
|
76.7%(51)
|
Wincor Nixdorf Solucões em Tecnologia da Informação Ltda.
|
Brazil
|
76.7%(51)
|
(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, LLC., which is 100 percent owned by Registrant, while the remaining 30 percent partnership interest is owned by Diebold SST Holding Company, LLC., which is 100 percent owned by Registrant.
|
|
|
|
(3
|
)
|
100 percent of voting securities are owned by Diebold Mexico Holding Company, LLC (refer to 6 for ownership).
|
|
|
|
(4
|
)
|
100 percent of voting securities are owned by Diebold Nixdorf Global Holdings, BV, which is 100 percent owned by Registrant.
|
|
|
|
(5
|
)
|
100 percent of voting securities are owned by Diebold Self-Service Solutions Limited Liability Company (refer to 14 for ownership).
|
|
|
|
(6
|
)
|
100 percent of voting securities are owned by Diebold Nixdorf Global Holdings, BV, which is 100 percent owned by Registrant.
|
|
|
|
(7
|
)
|
100 percent of voting securities are owned by Diebold Self-Service Systems (refer to 2 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 14 for ownership); 7.73 percent of voting securities are owned by Diebold Switzerland Holding Company, LLC (refer to 15 for ownership),and the remaining .02 percent of voting securities is owned by Diebold Holding Company, LLC, which is 100 percent owned by Registrant.
|
|
|
|
(9
|
)
|
50 percent of voting securities are owned by Diebold Latin America Holding Company, LLC, which is 100 percent owned by Registrant.
|
|
|
|
(10
|
)
|
100 percent of voting securities are owned by Diebold Latin America Holding Company, LLC, which is 100 percent owned by Registrant.
|
|
|
|
(11
|
)
|
99.99 percent of voting securities are owned by Diebold Brasil LTDA (refer to 28 for ownership), while the remaining .01 percent is owned by Registrant.
|
|
|
(12
|
)
|
87.1 percent of voting securities are owned by WINCOR NIXDORF International GmbH (refer to 47 for ownership), while the remaining 12.9 percent is owned by Dibold Nixdorf Global Holdings, BV, which is 100 percent owned by Registrant.
|
|
|
|
(13
|
)
|
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. (refer to 10 for ownership); 16.78 percent of voting securities are owned by DCHC SA (refer to 10 for ownership); 13.5 percent of voting securities are owned by J.J.F. Panama, Inc. (refer to 10 for ownership); and the remaining 31.5 percent of voting securities are owned by C.R. Panama, Inc. (refer to 10 for ownership).
|
|
|
|
(14
|
)
|
100 percent of voting securities are owned by Diebold Switzerland Holding Company, LLC (refer to 15 for ownership).
|
|
|
|
(15
|
)
|
100 percent of voting securities are owned by Diebold Nixdorf Global Holdings, BV, which is 100 percent owned by Registrant.
|
|
|
|
(16
|
)
|
90 percent of voting securities are owned by Diebold Self-Service Solutions Limited Liability Company (refer to 14 for ownership), while the remaining 10 percent of voting securities are owned by Diebold Nixdorf AG (refer to 5 for ownership).
|
|
|
|
(17
|
)
|
100 percent of voting securities are owned by Diebold Africa Investment Holdings Pty. Ltd. (refer to 26 for ownership).
|
|
|
|
(18
|
)
|
99.99 percent of voting securities are owned by Diebold Colombia SA (refer to 13 for ownership), while the remaining 0.01 percent is owned by Diebold Latin America Holding Company, LLC, which is 100 percent owned by Registrant.
|
|
|
|
(19
|
)
|
100 percent of voting securities is owned by DBD EMEA Holding C.V. (refer to 27 for ownership).
|
|
|
|
(20
|
)
|
99.88 percent of voting securities are owned by Registrant, while .12 percent of voting securities are owned by Diebold Latin America Holding Company, LLC, which is 100 percent owned by Registrant.
|
|
|
|
(21
|
)
|
100 percent of voting securities are owned by VDM Holding Company, Inc., which is 100 percent owned by Registrant.
|
|
|
|
(22
|
)
|
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 11 for ownership).
|
|
|
|
(23
|
)
|
99.99 percent of voting securities are owned by Diebold Brasil Servicos de Tecnologia e Participacoes Limitada (refer to 22 for ownership), while the remaining .01 percent is owned by Registrant.
|
|
|
|
(24
|
)
|
60 percent of voting securities are owned by Diebold Switzerland Holding Company, LLC (refer to 15 for ownership) and the remaining 40 percent of voting securities are owned by Inspur (Suzhou) Financial Information System Co., Ltd. (refer to 79 for ownership).
|
|
|
|
(25
|
)
|
74.9 percent of voting securities are owned by Diebold Africa Investment Holdings Pty. Ltd. (refer to 26 for ownership).
|
|
|
|
(26
|
)
|
100 percent of voting securities are owned by Diebold Switzerland Holding Company, LLC (refer to 15 for ownership).
|
|
|
|
(27
|
)
|
99.99 percent of voting securities are owned by Diebold Australia Holding Company, LLC, which is 100 percent owned by Registrant, and the remaining .01 percent is owned by Diebold Netherlands Holding Company, LLC (refer to 1 for ownership).
|
|
|
|
(28
|
)
|
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 is owned by Registrant.
|
|
|
|
(29
|
)
|
51 percent of voting securities are owned by Diebold Latin America Holding Company, LLC, which is 100 percent owned by Registrant.
|
|
|
|
(30
|
)
|
60 percent of voting securities are owned by Diebold Colombia, S.A. (refer to 13 for ownership) and 40 percent owned by Diebold Peru, S.r.L. (refer to 10 for ownership).
|
|
|
|
(31
|
)
|
99 percent of voting securities are owned by D&G Centroamerica, S. de R. L. (refer to 29 for ownership).
|
|
|
|
(32
|
)
|
99.85 percent of voting securities are owned by D&G Centroamerica, S. de R. L. (refer to 29 for ownership).
|
|
|
|
(33
|
)
|
99.99 percent of voting securities are owned by D&G Centroamerica, S. de R. L. (refer to 29 for ownership).
|
|
|
|
(34
|
)
|
99.99 percent of voting securities are owned by Procomp Industria Eletronica Ltda (refer to 23 for ownership), while the remaining .01 percent is owned by Diebold Brasil Ltda (refer to 28 for ownership).
|
|
|
|
(35
|
)
|
100 percent of voting securities are owned by Diebold Nixdorf Teknoloji A.S. (refer to 51 for ownership).
|
|
|
|
(36
|
)
|
95 percent of voting securities are owned by MOXX B.V. (refer to 15 for ownership), while the remaining 5 percent is owned by MOXX France S.A.R.L. (refer to 63 for ownership).
|
|
|
|
(37
|
)
|
99.99 percent of voting securities are owned by Registrant, while the remaining .01 percent is owned by Diebold Holding Company, LLC., which is 100 percent owned by Registrant.
|
|
|
|
(38
|
)
|
100 percent of voting securities are owned by 1932780 Ontario Inc., which is 100 percent owned by The Diebold Company of Canada, Ltd., which is 100 percent owned by Registrant.
|
|
|
|
(39
|
)
|
100 percent of voting securities is owned by The Diebold Company of Canada, Ltd., which is 100 percent owned by Registrant.
|
|
|
|
(40
|
)
|
100 percent of voting securities are owned by Diebold Africa (Proprietary) Limited (refer to 17 for ownership).
|
|
|
|
(41
|
)
|
99.99 percent of voting securities are owned by Diebold Self-Service Solutions Limited Liability Company (refer to 14 for ownership), while the remaining .01 percent is owned by Diebold Switzerland Holding Company, LLC (refer to 15 for ownership).
|
|
|
|
(42
|
)
|
100 percent of voting securities are owned by DBD (Barbados) 2 SRL, which is 100 percent owned by Registrant.
|
|
|
|
(43
|
)
|
99.99 percent of voting securities are owned by Diebold Mexico Holding Company, LLC (refer to 6 for ownership), while the remaining .01 percent is owned by Registrant.
|
|
|
(44
|
)
|
100 percent of voting securities are owned by Diebold Holding Germany Inc. & Co. KGaA, which is 100 percent owned by Registrant.
|
|
|
|
(45
|
)
|
99 percent of voting securities are owned by Diebold Latin America Holding Company, LLC, which is 100 percent owned by Registrant, while the remaining 1 percent is owned by Registrant.
|
|
|
|
(46
|
)
|
76.7 percent of voting securities are owned by Diebold Holding Germany Inc. & Co. KGaA, which is 100 percent owned by Registrant.
|
|
|
|
(47
|
)
|
100 percent of voting securities are owned by Diebold Nixdorf Aktiengesellschaft (refer to 46 for ownership).
|
|
|
|
(48
|
)
|
85 percent of voting securities are owned by WINCOR NIXDORF International GmbH (refer to 47 for ownership).
|
|
|
|
(49
|
)
|
100 percent of voting securities are owned by Aevi International GmbH (refer to 48 for ownership).
|
|
|
|
(50
|
)
|
92.04 percent of voting securities are owned by WINCOR NIXDORF International GmbH (refer to 47 for ownership).
|
|
|
|
(51
|
)
|
100 percent of voting securities are owned by WINCOR NIXDORF International GmbH (refer to 47 for ownership).
|
|
|
|
(52
|
)
|
25 percent of voting securities are owned by BEB Industrie-Elektronik AG (refer to 51 for ownership).
|
|
|
|
(53
|
)
|
75 percent of voting securities are owned by BEB Industrie-Elektronik AG (refer to 51 for ownership).
|
|
|
|
(54
|
)
|
50 percent of voting securities are owned by WINCOR NIXDORF International GmbH (refer to 47 for ownership).
|
|
|
|
(55
|
)
|
99.99 percent of voting securities are owned by Procomp Industria Electronica LTDA (refer to 23 for ownership), while the remaining .0001 percent is owned Diebold Brasil Servicos de Technologia e Participacoes Ltda (refer to 22 for ownership)
|
|
|
|
(56
|
)
|
100 percent of voting securities are owned by Diebold Nixdorf S.L. (refer to 51 for ownership).
|
|
|
|
(57
|
)
|
100 percent of voting securities are owned by Wincor Nixdorf C.A.(refer to 51 for ownership).
|
|
|
|
(58
|
)
|
49.9 percent of voting securities are owned byLLC Diebold Nixdorf (refer to 47 for ownership), while the remaining 50.1 percent is owned by Wincor Nixdorf Oil and Gas IT Services LLC (refer to 74 for ownership).
|
|
|
|
(59
|
)
|
100 percent of voting securities are owned by Projective N.V. (refer to 60 for ownership).
|
|
|
|
(60
|
)
|
51 percent of voting securities are owned by WINCOR NIXDORF International GmbH (refer to 47 for ownership).
|
|
|
|
(61
|
)
|
100 percent of voting securities are owned by Diebold Nixdorf B.V.(refer to 51 for ownership).
|
|
|
|
(62
|
)
|
100 percent of voting securities are owned by SecurCash Nederland B.V. (refer to 61 for ownership).
|
|
|
|
(63
|
)
|
100 percent of voting securities are owned by MOXX B.V. (refer to 15 for ownership).
|
|
|
|
(64
|
)
|
100 percent of voting securities are owned by Diebold Nixdorf (UK) Limited (refer to 51 for ownership).
|
|
|
|
(65
|
)
|
100 percent of voting securities are owned by IP Management GmbH (refer to 51 for ownership).
|
|
|
|
(66
|
)
|
100 percent of voting securities are owned by Diebold Nixdorf Pte. Ltd (refer to 51 for ownership).
|
|
|
|
(67
|
)
|
100 percent of voting securities are owned by Wincor Nixdorf Finance Malta Holding Ltd. (refer to 51 for ownership).
|
|
|
|
(68
|
)
|
100 percent of voting securities are owned by Diebold Nixdorf Software C.V. (refer to 77 for ownership).
|
|
|
|
(69
|
)
|
100 percent of voting securities are owned by Diebold Nixdorf Security GmbH and Wincor Nixdorf Facility GmbH, which are both 100 percent owned by WINCOR NIXDORF International GmbH (refer to 47 for ownership).
|
|
|
|
(70
|
)
|
99.998 percent of voting securities are owned by Wincor Nixdorf C.A. (refer to 51 for ownership).
|
|
|
|
(71
|
)
|
100 percent of voting securities are owned by Diebold Nixdorf Finance AG (refer to 51 for ownership).
|
|
|
|
(72
|
)
|
100 percent of voting securities are owned by Aisino-Wincor Retail & Banking Syst. (Shanghai) Co. Ltd. (refer to 80 for ownership).
|
|
|
|
(73
|
)
|
99.86 percent of voting securities are owned by Registrant, while the remaining .14 percent is owned by Diebold Latin America Holding Company, LLC, which is 100 percent owned by Registrant.
|
|
|
|
(74
|
)
|
.01 percent of voting securities are owned by LLC Diebold Nixdorf (refer to 47 for ownership).
|
|
|
|
(75
|
)
|
68 percent of voting securities are owned by WINCOR NIXDORF International GmbH (refer to 47 for ownership).
|
|
|
|
(76
|
)
|
80 percent of voting securities are owned by WINCOR NIXDORF International GmbH (refer to 47 for ownership).
|
|
|
|
(77
|
)
|
99.9 percent of voting securities are owned by IP Management GmbH (refer to 51 for ownership), while the remaining .1 percent is owned by Diebold Nixdorf Software Partner B.V. (refer to 51 for ownership).
|
|
|
|
(78
|
)
|
99.99 percent of voting securities are owned by VDM Holding Company, Inc., which is 100 percent owned by Registrant, while the remaining .01 percent is owned by Diebold Pacific Limited, which is 100 percent owned by Registrant.
|
|
|
|
(79
|
)
|
40 percent of voting securities are owned by Diebold Switzerland Holding Company, LLC (refer to 15 for ownership).
|
|
|
|
(80
|
)
|
49 percent of voting securities are owned by WINCOR NIXDORF International GmbH (refer to 47 for ownership).
|
|
|
Signature
|
|
Date
|
|
|
|
/s/ Patrick W. Allender
|
February 1, 2018
|
|
Patrick W. Allender
|
|
|
|
|
|
/s/ Phillip R. Cox
|
February 1, 2018
|
|
Phillip R. Cox
|
|
|
|
|
|
/s/ Richard L. Crandall
|
February 1, 2018
|
|
Richard L. Crandall
|
|
|
|
|
|
/s/ Alexander Dibelius
|
February 1, 2018
|
|
Alexander Dibelius
|
|
|
|
|
|
/s/ Dieter Duesedau
|
February 1, 2018
|
|
Dieter Duesedau
|
|
|
|
|
|
/s/ Gale S. Fitzgerald
|
February 1, 2018
|
|
Gale S. Fitzgerald
|
|
|
|
|
|
/s/ Gary G. Greenfield
|
February 1, 2018
|
|
Gary G. Greenfield
|
|
|
|
|
|
/s/ Robert S. Prather, Jr.
|
February 1, 2018
|
|
Robert S. Prather, Jr.
|
|
|
|
|
|
/s/ Rajesh K. Soin
|
February 1, 2018
|
|
Rajesh K. Soin
|
|
|
|
|
|
/s/ Henry D.G. Wallace
|
February 1, 2018
|
|
Henry D.G. Wallace
|
|
|
|
|
|
/s/ Alan J. Weber
|
February 1, 2018
|
|
Alan J. Weber
|
|
1)
|
I have reviewed this annual report on Form 10-K of Diebold Nixdorf, 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 Nixdorf, 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.
|