x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Ohio
|
|
34-0183970
|
(State or other jurisdiction of
incorporation or organization)
|
|
(IRS Employer
Identification Number)
|
|
|
|
5995 Mayfair Road, PO Box 3077, North Canton, Ohio
|
|
44720-8077
|
(Address of principal executive offices)
|
|
(Zip Code)
|
|
|
September 30,
2018 |
|
December 31,
2017 |
||||
|
|
(Unaudited)
|
|
|
||||
ASSETS
|
|
|
|
|
||||
Current assets
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
304.4
|
|
|
$
|
535.2
|
|
Restricted cash
|
|
139.3
|
|
|
8.0
|
|
||
Short-term investments
|
|
5.0
|
|
|
81.4
|
|
||
Trade receivables, less allowances for doubtful accounts of $55.3 and $71.7, respectively
|
|
818.1
|
|
|
830.1
|
|
||
Inventories
|
|
846.5
|
|
|
728.9
|
|
||
Prepaid expenses
|
|
60.4
|
|
|
65.7
|
|
||
Income taxes
|
|
66.5
|
|
|
73.4
|
|
||
Other current assets
|
|
201.4
|
|
|
177.6
|
|
||
Total current assets
|
|
2,441.6
|
|
|
2,500.3
|
|
||
Securities and other investments
|
|
24.1
|
|
|
96.8
|
|
||
Property, plant and equipment, net of accumulated depreciation and amortization of $441.0 and $418.8, respectively
|
|
320.8
|
|
|
364.5
|
|
||
Goodwill
|
|
883.3
|
|
|
1,117.1
|
|
||
Deferred income taxes
|
|
256.2
|
|
|
293.8
|
|
||
Customer relationships, net
|
|
559.7
|
|
|
633.3
|
|
||
Other intangible assets, net
|
|
111.9
|
|
|
140.5
|
|
||
Other assets
|
|
100.2
|
|
|
95.8
|
|
||
Total assets
|
|
$
|
4,697.8
|
|
|
$
|
5,242.1
|
|
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
|
|
|
|
|
||||
Current liabilities
|
|
|
|
|
||||
Notes payable
|
|
$
|
52.7
|
|
|
$
|
66.7
|
|
Accounts payable
|
|
554.7
|
|
|
562.2
|
|
||
Deferred revenue
|
|
365.3
|
|
|
437.5
|
|
||
Payroll and other benefits liabilities
|
|
173.8
|
|
|
198.9
|
|
||
Other current liabilities
|
|
433.1
|
|
|
531.4
|
|
||
Total current liabilities
|
|
1,579.6
|
|
|
1,796.7
|
|
||
Long-term debt
|
|
2,337.0
|
|
|
1,787.1
|
|
||
Pensions, post-retirement and other benefits
|
|
260.7
|
|
|
266.4
|
|
||
Deferred income taxes
|
|
240.7
|
|
|
287.1
|
|
||
Other liabilities
|
|
102.9
|
|
|
111.3
|
|
||
Commitments and contingencies
|
|
|
|
|
|
|
||
Redeemable noncontrolling interests
|
|
154.2
|
|
|
492.1
|
|
||
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, 91,267,246 and 90,524,360 issued shares, 76,115,029 and 75,558,544 outstanding shares, respectively
|
|
114.1
|
|
|
113.2
|
|
||
Additional capital
|
|
743.6
|
|
|
721.5
|
|
||
Retained earnings (accumulated deficit)
|
|
(3.2
|
)
|
|
393.6
|
|
||
Treasury shares, at cost (15,152,217 and 14,965,816 shares, respectively)
|
|
(570.4
|
)
|
|
(567.4
|
)
|
||
Accumulated other comprehensive loss
|
|
(291.5
|
)
|
|
(196.3
|
)
|
||
Total Diebold Nixdorf, Incorporated shareholders' equity
|
|
(7.4
|
)
|
|
464.6
|
|
||
Noncontrolling interests
|
|
30.1
|
|
|
36.8
|
|
||
Total equity
|
|
22.7
|
|
|
501.4
|
|
||
Total liabilities, redeemable noncontrolling interests and equity
|
|
$
|
4,697.8
|
|
|
$
|
5,242.1
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Net sales
|
|
|
|
|
|
|
|
||||||||
Services
|
$
|
583.9
|
|
|
$
|
605.8
|
|
|
$
|
1,769.6
|
|
|
$
|
1,759.3
|
|
Products
|
414.6
|
|
|
397.0
|
|
|
1,156.4
|
|
|
1,262.2
|
|
||||
Software
|
120.5
|
|
|
119.9
|
|
|
362.8
|
|
|
337.9
|
|
||||
|
1,119.0
|
|
|
1,122.7
|
|
|
3,288.8
|
|
|
3,359.4
|
|
||||
Cost of sales
|
|
|
|
|
|
|
|
||||||||
Services
|
451.6
|
|
|
470.7
|
|
|
1,377.5
|
|
|
1,362.1
|
|
||||
Products
|
347.9
|
|
|
328.0
|
|
|
958.2
|
|
|
1,042.5
|
|
||||
Software
|
91.2
|
|
|
84.0
|
|
|
265.4
|
|
|
236.5
|
|
||||
|
890.7
|
|
|
882.7
|
|
|
2,601.1
|
|
|
2,641.1
|
|
||||
Gross profit
|
228.3
|
|
|
240.0
|
|
|
687.7
|
|
|
718.3
|
|
||||
Selling and administrative expense
|
216.2
|
|
|
208.8
|
|
|
663.9
|
|
|
692.6
|
|
||||
Research, development and engineering expense
|
36.6
|
|
|
34.2
|
|
|
118.9
|
|
|
114.4
|
|
||||
Impairment of assets
|
109.3
|
|
|
—
|
|
|
199.3
|
|
|
3.1
|
|
||||
(Gain) loss on sale of assets, net
|
0.1
|
|
|
5.6
|
|
|
(6.8
|
)
|
|
(2.5
|
)
|
||||
|
362.2
|
|
|
248.6
|
|
|
975.3
|
|
|
807.6
|
|
||||
Operating profit (loss)
|
(133.9
|
)
|
|
(8.6
|
)
|
|
(287.6
|
)
|
|
(89.3
|
)
|
||||
Other income (expense)
|
|
|
|
|
|
|
|
||||||||
Interest income
|
2.2
|
|
|
4.3
|
|
|
7.6
|
|
|
15.8
|
|
||||
Interest expense
|
(45.2
|
)
|
|
(27.7
|
)
|
|
(99.6
|
)
|
|
(90.7
|
)
|
||||
Foreign exchange gain (loss), net
|
2.2
|
|
|
3.2
|
|
|
(2.3
|
)
|
|
(4.5
|
)
|
||||
Miscellaneous, net
|
1.8
|
|
|
(1.5
|
)
|
|
0.9
|
|
|
1.7
|
|
||||
Income (loss) before taxes
|
(172.9
|
)
|
|
(30.3
|
)
|
|
(381.0
|
)
|
|
(167.0
|
)
|
||||
Income tax expense (benefit)
|
45.8
|
|
|
(0.9
|
)
|
|
35.6
|
|
|
(60.5
|
)
|
||||
Net income (loss)
|
(218.7
|
)
|
|
(29.4
|
)
|
|
(416.6
|
)
|
|
(106.5
|
)
|
||||
Net income (loss) attributable to noncontrolling interests
|
(6.1
|
)
|
|
6.6
|
|
|
6.6
|
|
|
20.2
|
|
||||
Net income (loss) attributable to Diebold Nixdorf, Incorporated
|
$
|
(212.6
|
)
|
|
$
|
(36.0
|
)
|
|
$
|
(423.2
|
)
|
|
$
|
(126.7
|
)
|
|
|
|
|
|
|
|
|
||||||||
Basic weighted-average shares outstanding
|
76.1
|
|
|
75.5
|
|
|
76.0
|
|
|
75.4
|
|
||||
Diluted weighted-average shares outstanding
|
76.1
|
|
|
75.5
|
|
|
76.0
|
|
|
75.4
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net income (loss) attributable to Diebold Nixdorf, Incorporated
|
|
|
|
|
|
|
|
||||||||
Basic earnings (loss) per share
|
$
|
(2.79
|
)
|
|
$
|
(0.48
|
)
|
|
$
|
(5.57
|
)
|
|
$
|
(1.68
|
)
|
Diluted earnings (loss) per share
|
$
|
(2.79
|
)
|
|
$
|
(0.48
|
)
|
|
$
|
(5.57
|
)
|
|
$
|
(1.68
|
)
|
|
|
|
|
|
|
|
|
||||||||
Dividends declared and paid per common share
|
$
|
—
|
|
|
$
|
0.10
|
|
|
$
|
0.10
|
|
|
$
|
0.30
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
September 30,
|
|
September 30,
|
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Net income (loss)
|
|
$
|
(218.7
|
)
|
|
$
|
(29.4
|
)
|
|
$
|
(416.6
|
)
|
|
$
|
(106.5
|
)
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|
|
|
||||||||
Adoption of accounting standard
|
|
—
|
|
|
—
|
|
|
(29.0
|
)
|
|
—
|
|
||||
Translation adjustment
|
|
(19.7
|
)
|
|
15.8
|
|
|
(82.8
|
)
|
|
145.0
|
|
||||
Foreign currency hedges (net of tax of $(0.5), $1.2, $(1.6) and $(0.2), respectively)
|
|
2.1
|
|
|
(2.4
|
)
|
|
8.0
|
|
|
1.0
|
|
||||
Interest rate hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net gain (loss) recognized in other comprehensive income (net of tax of $(0.2), $(0.1), $(1.3) and $(0.6), respectively)
|
|
(0.5
|
)
|
|
0.3
|
|
|
2.3
|
|
|
1.8
|
|
||||
Reclassification adjustment for amounts recognized in net income
|
|
1.0
|
|
|
—
|
|
|
2.1
|
|
|
(0.4
|
)
|
||||
|
|
0.5
|
|
|
0.3
|
|
|
4.4
|
|
|
1.4
|
|
||||
Pension and other post-retirement benefits
|
|
|
|
|
|
|
|
|
||||||||
Net actuarial gain (loss) amortization (net of tax of $1.0, $(0.5), $0.8 and $0.5, respectively)
|
|
(2.0
|
)
|
|
1.0
|
|
|
1.6
|
|
|
(2.0
|
)
|
||||
Other comprehensive income (loss), net of tax
|
|
(19.1
|
)
|
|
14.7
|
|
|
(97.8
|
)
|
|
145.4
|
|
||||
Comprehensive income (loss)
|
|
(237.8
|
)
|
|
(14.7
|
)
|
|
(514.4
|
)
|
|
38.9
|
|
||||
Less: comprehensive income (loss) attributable to noncontrolling interests
|
|
(7.4
|
)
|
|
8.4
|
|
|
3.5
|
|
|
23.7
|
|
||||
Comprehensive income (loss) attributable to Diebold Nixdorf, Incorporated
|
|
$
|
(230.4
|
)
|
|
$
|
(23.1
|
)
|
|
$
|
(517.9
|
)
|
|
$
|
15.2
|
|
|
|
Nine Months Ended
|
||||||
|
|
September 30,
|
||||||
|
|
2018
|
|
2017
|
||||
Cash flow from operating activities
|
|
|
|
|
||||
Net income (loss)
|
|
$
|
(416.6
|
)
|
|
$
|
(106.5
|
)
|
Adjustments to reconcile net income (loss) to cash flow used by operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
194.7
|
|
|
185.4
|
|
||
Share-based compensation
|
|
27.2
|
|
|
23.1
|
|
||
Gain on sale of assets, net
|
|
(6.8
|
)
|
|
(2.5
|
)
|
||
Impairment of assets
|
|
199.3
|
|
|
3.1
|
|
||
Deferred income taxes
|
|
(52.8
|
)
|
|
(36.3
|
)
|
||
Other
|
|
(2.7
|
)
|
|
(1.4
|
)
|
||
Changes in certain assets and liabilities, net of the effects of acquisitions
|
|
|
|
|
||||
Trade receivables
|
|
(20.6
|
)
|
|
(57.5
|
)
|
||
Inventories
|
|
(142.9
|
)
|
|
(45.8
|
)
|
||
Accounts payable
|
|
7.4
|
|
|
10.0
|
|
||
Income taxes
|
|
6.8
|
|
|
(46.8
|
)
|
||
Prepaid and other current assets
|
|
(32.5
|
)
|
|
(42.0
|
)
|
||
Deferred revenue
|
|
(60.9
|
)
|
|
(43.3
|
)
|
||
Restructuring payments
|
|
(37.9
|
)
|
|
(57.8
|
)
|
||
Warranty liability
|
|
(28.3
|
)
|
|
(25.0
|
)
|
||
Certain other assets and liabilities
|
|
(5.5
|
)
|
|
8.0
|
|
||
Net cash provided (used) by operating activities
|
|
(372.1
|
)
|
|
(235.3
|
)
|
||
Cash flow from investing activities
|
|
|
|
|
||||
Capital expenditures
|
|
(40.5
|
)
|
|
(41.7
|
)
|
||
Payment for acquisitions
|
|
(5.9
|
)
|
|
(5.6
|
)
|
||
Proceeds from maturities of short-term investments
|
|
275.0
|
|
|
249.5
|
|
||
Payments for purchases of short-term investments
|
|
(126.5
|
)
|
|
(260.7
|
)
|
||
Proceeds from sale of assets
|
|
10.8
|
|
|
14.6
|
|
||
Increase in certain other assets
|
|
(22.8
|
)
|
|
(26.9
|
)
|
||
Net cash provided (used) by investing activities
|
|
90.1
|
|
|
(70.8
|
)
|
||
Cash flow from financing activities
|
|
|
|
|
||||
Dividends paid
|
|
(7.7
|
)
|
|
(22.9
|
)
|
||
Debt issuance costs
|
|
(38.9
|
)
|
|
(1.1
|
)
|
||
Revolving credit facility (repayments) borrowings, net
|
|
185.0
|
|
|
120.0
|
|
||
Other debt borrowings
|
|
706.0
|
|
|
381.0
|
|
||
Other debt repayments
|
|
(306.7
|
)
|
|
(433.5
|
)
|
||
Distributions and payments to noncontrolling interest holders
|
|
(337.8
|
)
|
|
(16.3
|
)
|
||
Issuance of common shares
|
|
—
|
|
|
0.3
|
|
||
Repurchase of common shares
|
|
(3.0
|
)
|
|
(4.8
|
)
|
||
Net cash provided (used) by financing activities
|
|
196.9
|
|
|
22.7
|
|
||
Effect of exchange rate changes on cash and cash equivalents
|
|
(14.4
|
)
|
|
19.3
|
|
||
Increase (decrease) in cash, cash equivalents and restricted cash
|
|
(99.5
|
)
|
|
(264.1
|
)
|
||
Cash, cash equivalents and restricted cash at the beginning of the period
|
|
543.2
|
|
|
652.7
|
|
||
Cash, cash equivalents and restricted cash at the end of the period
|
|
$
|
443.7
|
|
|
$
|
388.6
|
|
Standards Adopted
|
|
Description
|
|
Effective
Date
|
Accounting Standards Update (ASU) 2014-09,
Revenue from Contracts with Customers
|
|
The standard replaced the most recent previously existing revenue recognition guidance in U.S. GAAP and required additional financial statement disclosures. The standard requires revenue to be recognized when the Company expects to be entitled in exchange for the transfer of promised goods or services to customers. The standard was adopted using a modified retrospective approach to open contracts as of the effective date, January 1, 2018. 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. As a result of the adoption, the cumulative increase to the Company's retained earnings at January 1, 2018 was $4.6.
|
|
January 1, 2018
|
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. The adoption of this update did not have a material impact on the financial statements of the Company.
|
|
January 1, 2018
|
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. For existing hedges as of the date of the adoption, the Company eliminated a minimal amount of ineffectiveness by means of a cumulative-effect adjustment to accumulated other comprehensive income (AOCI) with a corresponding adjustment to retained earnings. As a result of the standard, $(0.4) and $2.4 was included in net sales for the three and nine months ended September 30, 2018, respectively, and $(0.7) and $(0.6) in cost of sales for the three and nine months ended September 30, 2018, respectively.
|
|
Early adopted January 1, 2018
|
ASU 2018-02,
Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income
|
|
The standard allows for reclassification of stranded tax effects on items resulting from the U.S. Tax Cuts and Jobs Act (the Tax Act) from AOCI to retained earnings. Tax effects unrelated to the Tax Act are released from AOCI using either the specific identification approach or the portfolio approach based on the nature of the underlying item. As a result of the adoption, during the first quarter of 2018, the Company recorded an adjustment to retained earnings resulting in a increase of $29.0, with a corresponding decrease to AOCI due to the reduction in the corporate tax rate.
|
|
Early adopted January 1, 2018
|
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. The adoption of this update did not have an impact on the financial statements of the Company and only simplifies the procedure for the goodwill impairment test.
|
|
Early adopted January 1, 2018
|
Standards Pending Adoption
|
|
Description
|
|
Effective/Adoption Date
|
|
Anticipated Impact
|
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 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 material balance sheet gross-up for the right-of-use assets and corresponding liabilities, with no anticipated impact to debt covenants.
|
ASU 2018-13, Fair Value Measurement (Topic 820) -Disclosure Framework -Changes to the Disclosure Requirements for Fair Value Measurement
|
|
The standard is is designed to improve the effectiveness of disclosures by removing, modifying and adding disclosures related to fair value measurements.
|
|
January 1, 2020
|
|
The Company is currently assessing the impact this ASU will have on its consolidated financial statements. The ASU allows for early adoption in any interim period after issuance of the update.
|
ASU 2018-05,
Income Taxes (Topic 740): Amendments to SEC Paragraphs pursuant to SEC Staff Accounting Bulleting No. 118
|
|
This guidance amends SEC paragraphs in Topic 740,
Income Taxes
, to reflect SAB 118, which provides guidance for companies that are not able to complete their accounting for the income tax effects of the Tax Act in the period of enactment.
|
|
January 1, 2021
|
|
This guidance also includes amendments to the XBRL Taxonomy. For public business entities, the amendments in ASU 2018-05 are effective for fiscal years ending after December 15, 2020 and early adoption is permitted. The Company does not expect adoption of this guidance to have a significant impact on its condensed consolidated financial statements.
|
ASU 2018-14,
Compensation - Retirement Benefits - Defined Benefit Plans - General Subtopic 715-20 - Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans
|
|
The standard is designed to improve the effectiveness of disclosures by removing and adding disclosures related to defined benefit plans.
|
|
January 1, 2021
|
|
The Company is currently assessing the impact this ASU will have on its condensed consolidated financial statements. The ASU allows for early adoption in any year end after issuance of the update.
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
September 30,
|
|
September 30,
|
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Eurasia Banking
|
|
|
|
|
|
|
|
|
||||||||
Services
|
|
$
|
229.8
|
|
|
$
|
240.2
|
|
|
$
|
702.2
|
|
|
$
|
699.8
|
|
Products
|
|
152.0
|
|
|
167.5
|
|
|
451.7
|
|
|
527.0
|
|
||||
Software
|
|
52.5
|
|
|
53.4
|
|
|
153.0
|
|
|
145.8
|
|
||||
Total Eurasia Banking
|
|
434.3
|
|
|
461.1
|
|
|
1,306.9
|
|
|
1,372.6
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Americas Banking
|
|
|
|
|
|
|
|
|
||||||||
Services
|
|
237.2
|
|
|
245.8
|
|
|
706.7
|
|
|
729.7
|
|
||||
Products
|
|
118.0
|
|
|
106.2
|
|
|
292.3
|
|
|
323.1
|
|
||||
Software
|
|
27.3
|
|
|
24.7
|
|
|
87.8
|
|
|
75.9
|
|
||||
Total Banking Americas
|
|
382.5
|
|
|
376.7
|
|
|
1,086.8
|
|
|
1,128.7
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Retail
|
|
|
|
|
|
|
|
|
||||||||
Services
|
|
116.9
|
|
|
119.8
|
|
|
360.7
|
|
|
329.8
|
|
||||
Products
|
|
144.6
|
|
|
123.3
|
|
|
412.4
|
|
|
412.1
|
|
||||
Software
|
|
40.7
|
|
|
41.8
|
|
|
122.0
|
|
|
116.2
|
|
||||
Total Retail
|
|
302.2
|
|
|
284.9
|
|
|
895.1
|
|
|
858.1
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Total net sales
|
|
$
|
1,119.0
|
|
|
$
|
1,122.7
|
|
|
$
|
3,288.8
|
|
|
$
|
3,359.4
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||
September 30,
|
|
September 30,
|
||||||
Timing of revenue recognition
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
Products transferred at a point in time
|
|
39%
|
|
37%
|
|
37%
|
|
39%
|
Products and services transferred over time
|
|
61%
|
|
63%
|
|
63%
|
|
61%
|
Net sales
|
|
100%
|
|
100%
|
|
100%
|
|
100%
|
Contract balance information
|
|
Trade Receivable
|
|
Contract liabilities
|
||||
Balance at January 1
|
|
$
|
830.1
|
|
|
$
|
437.5
|
|
Balance at September 30
|
|
$
|
818.1
|
|
|
$
|
365.3
|
|
|
|
Impact of changes in accounting policy for the nine months ended September 30, 2018 (unaudited)
|
||||||||||
|
|
As Reported
|
|
Adjustments
|
|
Balances without adoption of Topic 606
|
||||||
Trade receivables, less allowances for doubtful accounts of $55.3 and $71.7, respectively
|
|
$
|
818.1
|
|
|
$
|
(5.4
|
)
|
|
$
|
812.7
|
|
Inventories
|
|
$
|
846.5
|
|
|
$
|
25.2
|
|
|
$
|
871.7
|
|
Deferred revenue
|
|
$
|
365.3
|
|
|
$
|
30.1
|
|
|
$
|
395.4
|
|
Deferred income taxes
|
|
$
|
240.7
|
|
|
$
|
(0.9
|
)
|
|
$
|
239.8
|
|
Retained earnings (accumulated deficit)
|
|
$
|
(3.2
|
)
|
|
$
|
(9.4
|
)
|
|
$
|
(12.6
|
)
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
September 30,
|
|
September 30,
|
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Numerator
|
|
|
|
|
|
|
|
|
||||||||
Income (loss) used in basic and diluted earnings (loss) per share
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
|
$
|
(218.7
|
)
|
|
$
|
(29.4
|
)
|
|
$
|
(416.6
|
)
|
|
$
|
(106.5
|
)
|
Net income (loss) attributable to noncontrolling interests
|
|
(6.1
|
)
|
|
6.6
|
|
|
6.6
|
|
|
20.2
|
|
||||
Net income (loss) attributable to Diebold Nixdorf, Incorporated
|
|
$
|
(212.6
|
)
|
|
$
|
(36.0
|
)
|
|
$
|
(423.2
|
)
|
|
$
|
(126.7
|
)
|
Denominator
|
|
|
|
|
|
|
|
|
||||||||
Weighted-average number of common shares used in basic earnings (loss) per share
|
|
76.1
|
|
|
75.5
|
|
|
76.0
|
|
|
75.4
|
|
||||
Weighted-average number of shares used in diluted earnings (loss) per share
(1)
|
|
76.1
|
|
|
75.5
|
|
|
76.0
|
|
|
75.4
|
|
||||
Net income (loss) attributable to Diebold Nixdorf, Incorporated
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings (loss) per share
|
|
$
|
(2.79
|
)
|
|
$
|
(0.48
|
)
|
|
$
|
(5.57
|
)
|
|
$
|
(1.68
|
)
|
Diluted earnings (loss) per share
|
|
$
|
(2.79
|
)
|
|
$
|
(0.48
|
)
|
|
$
|
(5.57
|
)
|
|
$
|
(1.68
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Anti-dilutive shares
|
|
|
|
|
|
|
|
|
||||||||
Anti-dilutive shares not used in calculating diluted weighted-average shares
|
|
4.7
|
|
|
2.8
|
|
|
4.6
|
|
|
2.6
|
|
(1)
|
Incremental shares of
0.7
and
0.8
shares for the three months ended
September 30, 2018
and
2017
, respectively, and
0.8
and
0.7
shares for the
nine months ended
September 30, 2018
and
2017
, respectively, would have been included in the weighted-average number of shares used in diluted earnings (loss) per share used in the computation of diluted earnings (loss) per share because their effects are dilutive.
|
|
|
Number of
Shares |
|
Weighted-
Average Exercise Price |
|
Weighted-
Average Remaining Contractual Term |
|
Aggregate
Intrinsic Value (1) |
|||||
|
|
|
|
(per share)
|
|
(in years)
|
|
|
|||||
Outstanding at January 1, 2018
|
|
2.3
|
|
|
$
|
29.68
|
|
|
|
|
|
||
Expired or forfeited
|
|
(0.2
|
)
|
|
$
|
29.89
|
|
|
|
|
|
||
Granted
|
|
0.5
|
|
|
$
|
17.53
|
|
|
|
|
|
||
Outstanding at September 30, 2018
|
|
2.6
|
|
|
$
|
27.16
|
|
|
7
|
|
$
|
—
|
|
Options exercisable September 30, 2018
|
|
1.5
|
|
|
$
|
30.44
|
|
|
6
|
|
$
|
—
|
|
Options vested and expected to vest
(2)
at September 30, 2018
|
|
2.5
|
|
|
$
|
27.34
|
|
|
7
|
|
$
|
—
|
|
(1)
|
The aggregate intrinsic value (the difference between the closing price of the Company’s common shares on the last trading day of the third quarter of
2018
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
September 30, 2018
. The amount of aggregate intrinsic value will change based on the fair market value of the Company’s common shares.
|
(2)
|
The options expected to vest 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 |
|||
|
|
|
|
|
|||
RSUs:
|
|
|
|
|
|||
Non-vested at January 1, 2018
|
|
1.3
|
|
|
$
|
27.76
|
|
Forfeited
|
|
(0.2
|
)
|
|
$
|
22.17
|
|
Vested
|
|
(0.7
|
)
|
|
$
|
28.80
|
|
Granted
|
|
1.3
|
|
|
$
|
17.71
|
|
Non-vested at September 30, 2018
|
|
1.7
|
|
|
$
|
20.30
|
|
Performance Shares:
|
|
|
|
|
|||
Non-vested at January 1, 2018
|
|
2.5
|
|
|
$
|
31.37
|
|
Forfeited
|
|
(0.9
|
)
|
|
$
|
29.07
|
|
Vested
|
|
(0.2
|
)
|
|
$
|
32.38
|
|
Granted
|
|
1.6
|
|
|
$
|
22.65
|
|
Non-vested at September 30, 2018
|
|
3.0
|
|
|
$
|
26.88
|
|
|
|
September 30, 2018
|
|
December 31, 2017
|
||||
Finished goods
|
|
$
|
387.8
|
|
|
$
|
301.9
|
|
Service parts
|
|
251.5
|
|
|
262.5
|
|
||
Raw materials and work in process
|
|
207.2
|
|
|
164.5
|
|
||
Total inventories
|
|
$
|
846.5
|
|
|
$
|
728.9
|
|
|
|
Cost Basis
|
|
Unrealized Gain
|
|
Fair Value
|
||||||
As of September 30, 2018
|
|
|
|
|
|
|
||||||
Short-term investments
|
|
|
|
|
|
|
||||||
Certificates of deposit
|
|
$
|
5.0
|
|
|
$
|
—
|
|
|
$
|
5.0
|
|
Long-term investments
|
|
|
|
|
|
|
||||||
Assets held in a rabbi trust
|
|
$
|
6.0
|
|
|
$
|
1.0
|
|
|
$
|
7.0
|
|
|
|
|
|
|
|
|
||||||
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
|
|
|
Eurasia Banking
|
|
Americas Banking
|
|
Retail
|
|
Total
|
||||||||
Goodwill
|
$
|
513.0
|
|
|
$
|
425.4
|
|
|
$
|
350.6
|
|
|
$
|
1,289.0
|
|
Accumulated impairment losses
|
(168.7
|
)
|
|
(122.0
|
)
|
|
—
|
|
|
(290.7
|
)
|
||||
Balance at January 1, 2017
|
$
|
344.3
|
|
|
$
|
303.4
|
|
|
$
|
350.6
|
|
|
$
|
998.3
|
|
Goodwill acquired
|
1.6
|
|
|
—
|
|
|
4.0
|
|
|
5.6
|
|
||||
Goodwill adjustment
|
(1.1
|
)
|
|
(1.0
|
)
|
|
(0.8
|
)
|
|
(2.9
|
)
|
||||
Currency translation adjustment
|
71.8
|
|
|
2.2
|
|
|
42.1
|
|
|
116.1
|
|
||||
Goodwill
|
$
|
585.3
|
|
|
$
|
426.6
|
|
|
$
|
395.9
|
|
|
$
|
1,407.8
|
|
Accumulated impairment losses
|
(168.7
|
)
|
|
(122.0
|
)
|
|
—
|
|
|
(290.7
|
)
|
||||
Balance at December 31, 2017
|
$
|
416.6
|
|
|
$
|
304.6
|
|
|
$
|
395.9
|
|
|
$
|
1,117.1
|
|
Currency translation adjustment
|
(17.9
|
)
|
|
(5.5
|
)
|
|
(11.1
|
)
|
|
(34.5
|
)
|
||||
Goodwill
|
$
|
567.4
|
|
|
$
|
421.1
|
|
|
$
|
384.8
|
|
|
$
|
1,373.3
|
|
Impairment
|
(98.1
|
)
|
|
—
|
|
|
(101.2
|
)
|
|
(199.3
|
)
|
||||
Accumulated impairment losses
|
(266.8
|
)
|
|
(122.0
|
)
|
|
(101.2
|
)
|
|
(490.0
|
)
|
||||
Balance at September 30, 2018
|
$
|
300.6
|
|
|
$
|
299.1
|
|
|
$
|
283.6
|
|
|
$
|
883.3
|
|
|
|
September 30, 2018
|
|
December 31, 2017
|
||||||||||||||||||||
|
Weighted-average remaining useful lives
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Net
Carrying Amount |
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Net
Carrying Amount |
||||||||||||
Customer relationships, net
|
6.9 years
|
$
|
722.2
|
|
|
$
|
(162.5
|
)
|
|
$
|
559.7
|
|
|
$
|
741.5
|
|
|
$
|
(108.2
|
)
|
|
$
|
633.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Internally-developed software
|
1.8 years
|
208.5
|
|
|
(122.1
|
)
|
|
86.4
|
|
|
192.9
|
|
|
(99.8
|
)
|
|
93.1
|
|
||||||
Development costs non-software
|
0.4 years
|
53.2
|
|
|
(43.2
|
)
|
|
10.0
|
|
|
55.3
|
|
|
(35.1
|
)
|
|
20.2
|
|
||||||
Other intangibles
|
0.9 years
|
74.8
|
|
|
(59.3
|
)
|
|
15.5
|
|
|
84.5
|
|
|
(57.3
|
)
|
|
27.2
|
|
||||||
Other intangible assets, net
|
|
336.5
|
|
|
(224.6
|
)
|
|
111.9
|
|
|
332.7
|
|
|
(192.2
|
)
|
|
140.5
|
|
||||||
Total
|
|
$
|
1,058.7
|
|
|
$
|
(387.1
|
)
|
|
$
|
671.6
|
|
|
$
|
1,074.2
|
|
|
$
|
(300.4
|
)
|
|
$
|
773.8
|
|
|
|
2018
|
|
2017
|
||||
Balance at January 1
|
|
$
|
76.7
|
|
|
$
|
101.6
|
|
Current period accruals
|
|
7.6
|
|
|
11.1
|
|
||
Current period settlements
|
|
(34.5
|
)
|
|
(37.2
|
)
|
||
Currency translation adjustment
|
|
(4.8
|
)
|
|
5.7
|
|
||
Balance at September 30
|
|
$
|
45.0
|
|
|
$
|
81.2
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
September 30,
|
|
September 30,
|
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Cost of sales – services
|
|
$
|
3.6
|
|
|
$
|
13.5
|
|
|
$
|
4.7
|
|
|
$
|
29.4
|
|
Cost of sales – products
|
|
3.0
|
|
|
1.2
|
|
|
3.1
|
|
|
2.8
|
|
||||
Cost of sales – software
|
|
2.1
|
|
|
0.4
|
|
|
2.7
|
|
|
0.1
|
|
||||
Selling and administrative expense
|
|
28.6
|
|
|
2.7
|
|
|
33.0
|
|
|
13.5
|
|
||||
Research, development and engineering expense
|
|
1.0
|
|
|
(0.4
|
)
|
|
0.9
|
|
|
(1.1
|
)
|
||||
Total
|
|
$
|
38.3
|
|
|
$
|
17.4
|
|
|
$
|
44.4
|
|
|
$
|
44.7
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
September 30,
|
|
September 30,
|
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Severance
|
|
|
|
|
|
|
|
|
||||||||
Eurasia Banking
|
|
$
|
12.3
|
|
|
$
|
13.6
|
|
|
$
|
16.0
|
|
|
$
|
22.7
|
|
Americas Banking
|
|
7.5
|
|
|
0.4
|
|
|
7.8
|
|
|
3.8
|
|
||||
Retail
|
|
6.0
|
|
|
3.1
|
|
|
6.8
|
|
|
12.8
|
|
||||
Corporate
|
|
12.5
|
|
|
0.3
|
|
|
13.8
|
|
|
5.4
|
|
||||
Total severance
|
|
$
|
38.3
|
|
|
$
|
17.4
|
|
|
$
|
44.4
|
|
|
$
|
44.7
|
|
|
DN Now
|
|
DN2020 Plan
|
|
Delta Program
|
|
Strategic Alliance
|
|
Total
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Eurasia Banking
|
$
|
12.3
|
|
|
$
|
51.5
|
|
|
$
|
0.5
|
|
|
$
|
8.2
|
|
|
$
|
72.5
|
|
Americas Banking
|
7.5
|
|
|
13.6
|
|
|
0.2
|
|
|
—
|
|
|
21.3
|
|
|||||
Retail
|
6.0
|
|
|
15.6
|
|
|
0.7
|
|
|
—
|
|
|
22.3
|
|
|||||
Corporate
|
12.5
|
|
|
15.1
|
|
|
1.8
|
|
|
—
|
|
|
29.4
|
|
|||||
Total
|
$
|
38.3
|
|
|
$
|
95.8
|
|
|
$
|
3.2
|
|
|
$
|
8.2
|
|
|
$
|
145.5
|
|
|
|
2018
|
|
2017
|
||||
Balance at January 1
|
|
$
|
54.0
|
|
|
$
|
89.9
|
|
Liabilities incurred
|
|
44.4
|
|
|
44.7
|
|
||
Liabilities acquired
|
|
—
|
|
|
(8.2
|
)
|
||
Liabilities paid/settled
|
|
(37.9
|
)
|
|
(57.8
|
)
|
||
Balance at September 30
|
|
$
|
60.5
|
|
|
$
|
68.6
|
|
|
|
September 30, 2018
|
|
December 31, 2017
|
||||
Notes payable
|
|
|
|
|
||||
Uncommitted lines of credit
|
|
$
|
23.5
|
|
|
$
|
16.2
|
|
Term Loan A Facility
|
|
—
|
|
|
23.0
|
|
||
Delayed Draw Term Loan A Facility
|
|
—
|
|
|
17.2
|
|
||
Term Loan A-1 Facility
|
|
16.3
|
|
|
—
|
|
||
Term Loan B Facility - USD
|
|
4.8
|
|
|
4.8
|
|
||
Term Loan B Facility - Euro
|
|
4.8
|
|
|
5.0
|
|
||
Other
|
|
3.3
|
|
|
0.5
|
|
||
|
|
$
|
52.7
|
|
|
$
|
66.7
|
|
Long-term debt
|
|
|
|
|
||||
Revolving Facility
|
|
$
|
260.0
|
|
|
$
|
75.0
|
|
Term Loan A Facility
|
|
126.3
|
|
|
178.3
|
|
||
Delayed Draw Term Loan A Facility
|
|
160.5
|
|
|
226.6
|
|
||
Term Loan A-1 Facility
|
|
633.7
|
|
|
—
|
|
||
Term Loan B Facility - USD
|
|
414.3
|
|
|
466.7
|
|
||
Term Loan B Facility - Euro
|
|
418.8
|
|
|
489.5
|
|
||
2024 Senior Notes
|
|
400.0
|
|
|
400.0
|
|
||
Other
|
|
3.0
|
|
|
1.4
|
|
||
|
|
2,416.6
|
|
|
1,837.5
|
|
||
Long-term deferred financing fees
|
|
(79.6
|
)
|
|
(50.4
|
)
|
||
|
|
$
|
2,337.0
|
|
|
$
|
1,787.1
|
|
|
|
Nine Months Ended
|
||||||
|
|
September 30,
|
||||||
|
|
2018
|
|
2017
|
||||
Revolving credit facility (repayments) borrowings, net
|
|
$
|
185.0
|
|
|
$
|
120.0
|
|
|
|
|
|
|
||||
Other debt borrowings
|
|
|
|
|
||||
Proceeds from Delayed Draw Term Loan A Facility under the Credit Agreement
|
|
$
|
—
|
|
|
$
|
250.0
|
|
Proceeds Term Loan A-1 Facility under the Credit Agreement
|
|
650.0
|
|
|
—
|
|
||
Proceeds from Term Loan B Facility - Euro under the Credit Agreement
|
|
—
|
|
|
73.3
|
|
||
International short-term uncommitted lines of credit borrowings
|
|
56.0
|
|
|
57.7
|
|
||
|
|
$
|
706.0
|
|
|
$
|
381.0
|
|
|
|
|
|
|
||||
Other debt repayments
|
|
|
|
|
||||
Payments on Term Loan A Facility under the Credit Agreement
|
|
$
|
(75.0
|
)
|
|
$
|
(12.9
|
)
|
Payments on Delayed Draw Term Loan A Facility under the Credit Agreement
|
|
(83.2
|
)
|
|
(3.1
|
)
|
||
Payments on Term Loan B Facility - USD under the Credit Agreement
|
|
(52.3
|
)
|
|
(324.9
|
)
|
||
Payments on Term Loan B Facility - Euro under the Credit Agreement
|
|
(54.9
|
)
|
|
(3.4
|
)
|
||
Payments on European Investment Bank
|
|
—
|
|
|
(63.1
|
)
|
||
International short-term uncommitted lines of credit and other repayments
|
|
(41.3
|
)
|
|
(26.1
|
)
|
||
|
|
$
|
(306.7
|
)
|
|
$
|
(433.5
|
)
|
•
|
a maximum allowable total net debt to trailing twelve month's adjusted earnings before interest, taxes, depreciation and amortization (EBITDA) leverage ratio (Leverage Ratio) of
7.00
to
1.00
as of September 30, 2018 (reducing to
6.50
on June 30, 2020, further reduced to
6.25
on December 31, 2020, further reduced to
6.00
on June 30, 2021 and further reduced to
5.75
on December 31, 2021); and
|
•
|
a minimum adjusted EBITDA to net interest expense coverage ratio of not less than
1.38
to
1.00
(increasing to
1.50
on December 31, 2020 and further increased to
1.63
on December 31, 2021)
|
Financing and Replacement Facilities
|
|
Interest Rate
Index and Margin
|
|
Maturity/Termination Dates
|
|
Initial Term (Years)
|
Credit Agreement facilities
|
|
|
|
|
|
|
Revolving Facility
|
|
LIBOR + 3.50%
|
|
December 2020
|
|
5
|
Term Loan A Facility
|
|
LIBOR + 3.50%
|
|
December 2020
|
|
5
|
Delayed Draw Term Loan A Facility
|
|
LIBOR + 3.50%
|
|
December 2020
|
|
5
|
Term Loan A-1 Facility
|
|
LIBOR + 9.25%
|
|
August 2022
|
|
4
|
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%
.
|
(ii)
|
EURIBOR with a floor of 0.0%
.
|
|
|
2018
|
|
2017
|
||||
Balance at January 1
|
|
$
|
492.1
|
|
|
$
|
44.1
|
|
Other comprehensive income
|
|
(17.2
|
)
|
|
25.6
|
|
||
Redemption value adjustment
|
|
(12.1
|
)
|
|
32.0
|
|
||
Redemption of shares
|
|
(308.6
|
)
|
|
(2.7
|
)
|
||
Reclassification of noncontrolling interest
|
|
—
|
|
|
386.7
|
|
||
Balance at September 30
|
|
$
|
154.2
|
|
|
$
|
485.7
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
September 30,
|
|
September 30,
|
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Diebold Nixdorf, Incorporated shareholders' equity
|
|
|
|
|
|
|
|
|
||||||||
Balance at beginning of period
|
|
$
|
220.4
|
|
|
$
|
583.2
|
|
|
$
|
464.6
|
|
|
$
|
588.7
|
|
Comprehensive income (loss) attributable to Diebold Nixdorf, Incorporated
|
|
(230.4
|
)
|
|
(23.1
|
)
|
|
(517.9
|
)
|
|
15.2
|
|
||||
Common shares
|
|
—
|
|
|
—
|
|
|
0.9
|
|
|
0.7
|
|
||||
Additional capital
(1)
|
|
2.7
|
|
|
15.4
|
|
|
22.1
|
|
|
(9.3
|
)
|
||||
Treasury shares
|
|
(0.1
|
)
|
|
(0.3
|
)
|
|
(3.0
|
)
|
|
(4.8
|
)
|
||||
Dividends paid
|
|
—
|
|
|
(7.6
|
)
|
|
(7.7
|
)
|
|
(22.9
|
)
|
||||
Adoption of accounting standards
|
|
—
|
|
|
—
|
|
|
33.6
|
|
|
—
|
|
||||
Balance at end of period
|
|
$
|
(7.4
|
)
|
|
$
|
567.6
|
|
|
$
|
(7.4
|
)
|
|
$
|
567.6
|
|
|
|
|
|
|
|
|
|
|
||||||||
Noncontrolling interests
|
|
|
|
|
|
|
|
|
||||||||
Balance at beginning of period
|
|
$
|
34.1
|
|
|
$
|
37.5
|
|
|
$
|
36.8
|
|
|
$
|
433.4
|
|
Comprehensive income (loss) attributable to noncontrolling interests, net
|
|
(7.4
|
)
|
|
8.4
|
|
|
3.5
|
|
|
23.7
|
|
||||
Reclassification to redeemable noncontrolling interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(386.7
|
)
|
||||
Reclassification of guaranteed dividend to accrued liabilities
|
|
5.8
|
|
|
(6.4
|
)
|
|
(2.5
|
)
|
|
(18.1
|
)
|
||||
Distributions to noncontrolling interest holders
|
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
|
(12.8
|
)
|
||||
Liquidation of noncontrolling interests
|
|
(2.4
|
)
|
|
—
|
|
|
(7.2
|
)
|
|
—
|
|
||||
Balance at end of period
|
|
$
|
30.1
|
|
|
$
|
39.5
|
|
|
$
|
30.1
|
|
|
$
|
39.5
|
|
(1)
|
The decrease for the
nine months ended
September 30, 2017 is primarily attributable to the redemption value adjustment to the redeemable noncontrolling interest.
|
|
|
Translation
|
|
Foreign Currency Hedges
|
|
Interest Rate Hedges
|
|
Pension and Other Post-retirement Benefits
|
|
Other
|
|
Accumulated Other Comprehensive Income (Loss)
|
||||||||||||
Balance at June 30, 2018
|
|
$
|
(187.5
|
)
|
|
$
|
(0.2
|
)
|
|
$
|
13.3
|
|
|
$
|
(99.2
|
)
|
|
$
|
0.1
|
|
|
$
|
(273.5
|
)
|
Other comprehensive income (loss) before reclassifications
(1)
|
|
(18.6
|
)
|
|
2.1
|
|
|
(0.5
|
)
|
|
—
|
|
|
—
|
|
|
(17.0
|
)
|
||||||
Amounts reclassified from AOCI
|
|
—
|
|
|
—
|
|
|
1.0
|
|
|
(2.0
|
)
|
|
—
|
|
|
(1.0
|
)
|
||||||
Net current-period other comprehensive income (loss)
(1)
|
|
(18.6
|
)
|
|
2.1
|
|
|
0.5
|
|
|
(2.0
|
)
|
|
—
|
|
|
(18.0
|
)
|
||||||
Balance at September 30, 2018
|
|
$
|
(206.1
|
)
|
|
$
|
1.9
|
|
|
$
|
13.8
|
|
|
$
|
(101.2
|
)
|
|
$
|
0.1
|
|
|
$
|
(291.5
|
)
|
|
|
Translation
|
|
Foreign Currency Hedges
|
|
Interest Rate Hedges
|
|
Pension and Other Post-retirement Benefits
|
|
Other
|
|
Accumulated Other Comprehensive Income (Loss)
|
||||||||||||
Balance at June 30, 2017
|
|
$
|
(123.7
|
)
|
|
$
|
(2.3
|
)
|
|
$
|
5.7
|
|
|
$
|
(92.3
|
)
|
|
$
|
0.3
|
|
|
$
|
(212.3
|
)
|
Other comprehensive income (loss) before reclassifications
(1)
|
|
14.1
|
|
|
(2.4
|
)
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|
12.0
|
|
||||||
Amounts reclassified from AOCI
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.0
|
|
|
—
|
|
|
1.0
|
|
||||||
Net current-period other comprehensive income (loss)
(1)
|
|
14.1
|
|
|
(2.4
|
)
|
|
0.3
|
|
|
1.0
|
|
|
—
|
|
|
13.0
|
|
||||||
Balance at September 30, 2017
|
|
$
|
(109.6
|
)
|
|
$
|
(4.7
|
)
|
|
$
|
6.0
|
|
|
$
|
(91.3
|
)
|
|
$
|
0.3
|
|
|
$
|
(199.3
|
)
|
|
|
Translation
|
|
Foreign Currency Hedges
|
|
Interest Rate Hedges
|
|
Pension and Other Post-retirement Benefits
|
|
Other
|
|
Accumulated Other Comprehensive Income (Loss)
|
||||||||||||
Balance at January 1, 2018
|
|
$
|
(116.8
|
)
|
|
$
|
(5.1
|
)
|
|
$
|
8.1
|
|
|
$
|
(82.6
|
)
|
|
$
|
0.1
|
|
|
$
|
(196.3
|
)
|
Adoption of accounting standard
(1)
|
|
(9.1
|
)
|
|
(1.0
|
)
|
|
1.3
|
|
|
(20.2
|
)
|
|
—
|
|
|
(29.0
|
)
|
||||||
Other comprehensive income (loss) before reclassifications
(2)
|
|
(80.2
|
)
|
|
8.0
|
|
|
2.3
|
|
|
—
|
|
|
—
|
|
|
(69.9
|
)
|
||||||
Amounts reclassified from AOCI
|
|
—
|
|
|
—
|
|
|
2.1
|
|
|
1.6
|
|
|
—
|
|
|
3.7
|
|
||||||
Net current-period other comprehensive income (loss)
(2)
|
|
(89.3
|
)
|
|
7.0
|
|
|
5.7
|
|
|
(18.6
|
)
|
|
—
|
|
|
(95.2
|
)
|
||||||
Balance at September 30, 2018
|
|
$
|
(206.1
|
)
|
|
$
|
1.9
|
|
|
$
|
13.8
|
|
|
$
|
(101.2
|
)
|
|
$
|
0.1
|
|
|
$
|
(291.5
|
)
|
|
|
Translation
|
|
Foreign Currency Hedges
|
|
Interest Rate Hedges
|
|
Pension and Other Post-retirement Benefits
|
|
Other
|
|
Accumulated Other Comprehensive Income (Loss)
|
||||||||||||
Balance at January 1, 2017
|
|
$
|
(251.2
|
)
|
|
$
|
(5.7
|
)
|
|
$
|
4.6
|
|
|
$
|
(89.3
|
)
|
|
$
|
0.3
|
|
|
$
|
(341.3
|
)
|
Other comprehensive income (loss) before reclassifications
(1)
|
|
141.6
|
|
|
1.0
|
|
|
1.8
|
|
|
—
|
|
|
—
|
|
|
144.4
|
|
||||||
Amounts reclassified from AOCI
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|
(2.0
|
)
|
|
—
|
|
|
(2.4
|
)
|
||||||
Net current-period other comprehensive income (loss)
|
|
141.6
|
|
|
1.0
|
|
|
1.4
|
|
|
(2.0
|
)
|
|
—
|
|
|
142.0
|
|
||||||
Balance at September 30, 2017
|
|
$
|
(109.6
|
)
|
|
$
|
(4.7
|
)
|
|
$
|
6.0
|
|
|
$
|
(91.3
|
)
|
|
$
|
0.3
|
|
|
$
|
(199.3
|
)
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
Affected Line Item in the Statement of Operations
|
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
|||||||||
Interest rate hedges
|
|
$
|
1.0
|
|
|
$
|
—
|
|
|
$
|
2.1
|
|
|
$
|
(0.4
|
)
|
|
Interest expense
|
Pension and post-retirement benefits:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net actuarial gain (loss) amortization (net of tax of $1.0, $(0.5), $0.8 and $0.5, respectively)
|
|
(2.0
|
)
|
|
1.0
|
|
|
1.6
|
|
|
(2.0
|
)
|
|
(1)
|
||||
Total reclassifications for the period
|
|
$
|
(1.0
|
)
|
|
$
|
1.0
|
|
|
$
|
3.7
|
|
|
$
|
(2.4
|
)
|
|
|
(1)
|
Pension and other post-retirement benefits AOCI components are included in the computation of net periodic benefit cost (refer to
note 16
).
|
|
|
Pension Benefits
|
|
|
||||||||||||||||||||
|
|
U.S.Plans
|
|
Non-U.S. Plans
|
|
Other Benefits
|
||||||||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||||||
Components of net periodic benefit cost
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service cost
|
|
$
|
1.0
|
|
|
$
|
1.0
|
|
|
$
|
2.8
|
|
|
$
|
2.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest cost
|
|
5.2
|
|
|
5.7
|
|
|
1.5
|
|
|
2.2
|
|
|
0.1
|
|
|
0.1
|
|
||||||
Expected return on plan assets
|
|
(6.2
|
)
|
|
(6.5
|
)
|
|
(2.6
|
)
|
|
(2.1
|
)
|
|
—
|
|
|
—
|
|
||||||
Recognized net actuarial loss
|
|
1.7
|
|
|
1.5
|
|
|
(0.2
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
||||||
Net periodic pension benefit cost
|
|
$
|
1.7
|
|
|
$
|
1.7
|
|
|
$
|
1.5
|
|
|
$
|
2.6
|
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
|
|
Pension Benefits
|
|
|
||||||||||||||||||||
|
|
U.S.Plans
|
|
Non-U.S. Plans
|
|
Other Benefits
|
||||||||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||||||
Components of net periodic benefit cost
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service cost
|
|
$
|
2.9
|
|
|
$
|
3.0
|
|
|
$
|
8.4
|
|
|
$
|
7.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest cost
|
|
15.5
|
|
|
17.1
|
|
|
4.7
|
|
|
6.6
|
|
|
0.3
|
|
|
0.3
|
|
||||||
Expected return on plan assets
|
|
(18.5
|
)
|
|
(19.5
|
)
|
|
(8.0
|
)
|
|
(6.3
|
)
|
|
—
|
|
|
—
|
|
||||||
Recognized net actuarial loss
|
|
5.0
|
|
|
4.5
|
|
|
(0.5
|
)
|
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
||||||
Net periodic pension benefit cost
|
|
$
|
4.9
|
|
|
$
|
5.1
|
|
|
$
|
4.6
|
|
|
$
|
7.8
|
|
|
$
|
0.3
|
|
|
$
|
0.3
|
|
Derivative instrument
|
|
Classification on condensed consolidated statements of operations
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
|||||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|||||||||||
Non-designated hedges and interest rate swaps
|
|
Interest expense
|
|
$
|
(0.7
|
)
|
|
$
|
(1.5
|
)
|
|
$
|
(1.8
|
)
|
|
$
|
(3.6
|
)
|
Foreign exchange forward contracts and cash flow hedges
|
|
Net sales
|
|
(0.4
|
)
|
|
—
|
|
|
2.4
|
|
|
—
|
|
||||
Foreign exchange forward contracts and cash flow hedges
|
|
Cost of sales
|
|
0.7
|
|
|
—
|
|
|
0.6
|
|
|
—
|
|
||||
Foreign exchange forward contracts and cash flow hedges
|
|
Foreign exchange gain (loss), net
|
|
3.5
|
|
|
2.3
|
|
|
4.0
|
|
|
6.3
|
|
||||
Total
|
|
|
|
$
|
3.1
|
|
|
$
|
0.8
|
|
|
$
|
5.2
|
|
|
$
|
2.7
|
|
Foreign Currency Derivative
|
|
Number of Instruments
|
|
Notional Sold
|
|
Notional Purchased
|
|||||
Currency forward agreements (EUR-USD)
|
|
1
|
|
|
2.8
|
|
EUR
|
|
3.5
|
|
USD
|
Currency forward agreements (EUR-GBP)
|
|
13
|
|
|
31.0
|
|
GBP
|
|
34.7
|
|
EUR
|
|
|
|
|
September 30, 2018
|
|
December 31, 2017
|
||||||||||||||||||||
|
|
|
|
|
|
Fair Value Measurements Using
|
|
|
|
Fair Value Measurements Using
|
||||||||||||||||
|
|
Classification on condensed consolidated Balance Sheets
|
|
Fair Value
|
|
Level 1
|
|
Level 2
|
|
Fair Value
|
|
Level 1
|
|
Level 2
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Short-term investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Certificates of deposit
|
|
Short-term investments
|
|
$
|
5.0
|
|
|
$
|
5.0
|
|
|
$
|
—
|
|
|
$
|
81.4
|
|
|
$
|
81.4
|
|
|
$
|
—
|
|
Assets held in rabbi trusts
|
|
Securities and other investments
|
|
7.0
|
|
|
7.0
|
|
|
—
|
|
|
9.4
|
|
|
9.4
|
|
|
—
|
|
||||||
Foreign exchange forward contracts
|
|
Other current assets
|
|
4.3
|
|
|
—
|
|
|
4.3
|
|
|
6.7
|
|
|
—
|
|
|
6.7
|
|
||||||
Interest rate swaps
|
|
Other current assets
|
|
5.4
|
|
|
—
|
|
|
5.4
|
|
|
2.2
|
|
|
—
|
|
|
2.2
|
|
||||||
Interest rate swaps
|
|
Securities and other investments
|
|
8.9
|
|
|
—
|
|
|
8.9
|
|
|
7.6
|
|
|
—
|
|
|
7.6
|
|
||||||
Total
|
|
|
|
$
|
30.6
|
|
|
$
|
12.0
|
|
|
$
|
18.6
|
|
|
$
|
107.3
|
|
|
$
|
90.8
|
|
|
$
|
16.5
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign exchange forward contracts
|
|
Other current liabilities
|
|
$
|
8.1
|
|
|
$
|
—
|
|
|
$
|
8.1
|
|
|
$
|
10.2
|
|
|
$
|
—
|
|
|
$
|
10.2
|
|
Interest rate swaps
|
|
Other current liabilities
|
|
5.4
|
|
|
—
|
|
|
5.4
|
|
|
5.5
|
|
|
—
|
|
|
5.5
|
|
||||||
Deferred compensation
|
|
Other liabilities
|
|
7.0
|
|
|
7.0
|
|
|
—
|
|
|
9.4
|
|
|
9.4
|
|
|
—
|
|
||||||
Total
|
|
|
|
$
|
20.5
|
|
|
$
|
7.0
|
|
|
$
|
13.5
|
|
|
$
|
25.1
|
|
|
$
|
9.4
|
|
|
$
|
15.7
|
|
|
|
September 30, 2018
|
|
December 31, 2017
|
||||||||
|
|
Fair Value
|
|
Carrying
Value |
|
Fair Value
|
|
Carrying
Value |
||||
2024 Senior Notes
|
|
286.5
|
|
|
400.0
|
|
|
425.0
|
|
|
400.0
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
September 30,
|
|
September 30,
|
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Net sales summary by segment
|
|
|
|
|
|
|
|
|
||||||||
Eurasia Banking
|
|
$
|
434.3
|
|
|
$
|
461.1
|
|
|
$
|
1,306.9
|
|
|
$
|
1,372.6
|
|
Americas Banking
|
|
382.5
|
|
|
376.7
|
|
|
1,086.8
|
|
|
1,128.7
|
|
||||
Retail
|
|
302.2
|
|
|
284.9
|
|
|
895.1
|
|
|
858.1
|
|
||||
Total revenue
|
|
$
|
1,119.0
|
|
|
$
|
1,122.7
|
|
|
$
|
3,288.8
|
|
|
$
|
3,359.4
|
|
|
|
|
|
|
|
|
|
|
||||||||
Intersegment revenue
|
|
|
|
|
|
|
|
|
||||||||
Eurasia Banking
|
|
$
|
35.2
|
|
|
$
|
24.3
|
|
|
$
|
88.2
|
|
|
$
|
81.3
|
|
Americas Banking
|
|
2.6
|
|
|
5.1
|
|
|
11.6
|
|
|
22.4
|
|
||||
Total intersegment revenue
|
|
$
|
37.8
|
|
|
$
|
29.4
|
|
|
$
|
99.8
|
|
|
$
|
103.7
|
|
|
|
|
|
|
|
|
|
|
||||||||
Segment operating profit
|
|
|
|
|
|
|
|
|
||||||||
Eurasia Banking
|
|
$
|
43.2
|
|
|
$
|
40.0
|
|
|
$
|
79.8
|
|
|
$
|
91.0
|
|
Americas Banking
|
|
4.0
|
|
|
14.5
|
|
|
10.4
|
|
|
48.0
|
|
||||
Retail
|
|
19.2
|
|
|
27.3
|
|
|
36.5
|
|
|
71.3
|
|
||||
Total segment operating profit
|
|
66.4
|
|
|
81.8
|
|
|
126.7
|
|
|
210.3
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Corporate charges not allocated to segments
(1)
|
|
(10.0
|
)
|
|
(0.3
|
)
|
|
(47.4
|
)
|
|
(48.7
|
)
|
||||
Restructuring charges
|
|
(38.3
|
)
|
|
(17.4
|
)
|
|
(44.4
|
)
|
|
(44.7
|
)
|
||||
Net non-routine expense
|
|
(152.0
|
)
|
|
(72.7
|
)
|
|
(322.5
|
)
|
|
(206.2
|
)
|
||||
|
|
(200.3
|
)
|
|
(90.4
|
)
|
|
(414.3
|
)
|
|
(299.6
|
)
|
||||
Operating profit (loss)
|
|
(133.9
|
)
|
|
(8.6
|
)
|
|
(287.6
|
)
|
|
(89.3
|
)
|
||||
Other income (expense)
|
|
(39.0
|
)
|
|
(21.7
|
)
|
|
(93.4
|
)
|
|
(77.7
|
)
|
||||
Income (loss) before taxes
|
|
$
|
(172.9
|
)
|
|
$
|
(30.3
|
)
|
|
$
|
(381.0
|
)
|
|
$
|
(167.0
|
)
|
(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 IT, tax, treasury and legal.
|
(i)
|
Diebold Nixdorf, Incorporated (the Parent Company), the issuer of the guaranteed obligations;
|
(ii)
|
Guarantor subsidiaries, on a combined basis, as specified in the indenture governing the Company's obligations under the 2024 Senior Notes;
|
(iii)
|
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 its subsidiaries, and (c) record consolidating entries; and
|
(iv)
|
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
|
$
|
10.3
|
|
|
$
|
3.9
|
|
|
$
|
290.2
|
|
|
$
|
—
|
|
|
$
|
304.4
|
|
Restricted cash
|
—
|
|
|
—
|
|
|
139.3
|
|
|
—
|
|
|
139.3
|
|
|||||
Short-term investments
|
—
|
|
|
—
|
|
|
5.0
|
|
|
—
|
|
|
5.0
|
|
|||||
Trade receivables, net
|
136.7
|
|
|
0.2
|
|
|
681.2
|
|
|
—
|
|
|
818.1
|
|
|||||
Intercompany receivables
|
204.1
|
|
|
605.0
|
|
|
399.2
|
|
|
(1,208.3
|
)
|
|
—
|
|
|||||
Inventories
|
221.4
|
|
|
—
|
|
|
625.1
|
|
|
—
|
|
|
846.5
|
|
|||||
Prepaid, income taxes and other current assets
|
32.8
|
|
|
21.3
|
|
|
299.6
|
|
|
(25.4
|
)
|
|
328.3
|
|
|||||
Total current assets
|
605.3
|
|
|
630.4
|
|
|
2,439.6
|
|
|
(1,233.7
|
)
|
|
2,441.6
|
|
|||||
Securities and other investments
|
24.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24.1
|
|
|||||
Property, plant and equipment, net
|
79.9
|
|
|
1.0
|
|
|
239.9
|
|
|
—
|
|
|
320.8
|
|
|||||
Goodwill
|
55.5
|
|
|
—
|
|
|
827.8
|
|
|
—
|
|
|
883.3
|
|
|||||
Deferred income taxes
|
125.0
|
|
|
2.4
|
|
|
128.8
|
|
|
—
|
|
|
256.2
|
|
|||||
Intangible assets, net
|
33.6
|
|
|
—
|
|
|
638.0
|
|
|
—
|
|
|
671.6
|
|
|||||
Investment in subsidiary
|
2,828.4
|
|
|
—
|
|
|
—
|
|
|
(2,828.4
|
)
|
|
—
|
|
|||||
Other assets
|
34.1
|
|
|
0.4
|
|
|
82.5
|
|
|
(16.8
|
)
|
|
100.2
|
|
|||||
Total assets
|
$
|
3,785.9
|
|
|
$
|
634.2
|
|
|
$
|
4,356.6
|
|
|
$
|
(4,078.9
|
)
|
|
$
|
4,697.8
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
|
|||||||||||||||||||
Current liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Notes payable
|
$
|
35.9
|
|
|
$
|
0.1
|
|
|
$
|
16.7
|
|
|
$
|
—
|
|
|
$
|
52.7
|
|
Accounts payable
|
117.2
|
|
|
—
|
|
|
437.5
|
|
|
—
|
|
|
554.7
|
|
|||||
Intercompany payable
|
1,004.0
|
|
|
23.9
|
|
|
180.4
|
|
|
(1,208.3
|
)
|
|
—
|
|
|||||
Deferred revenue
|
87.1
|
|
|
0.1
|
|
|
278.1
|
|
|
—
|
|
|
365.3
|
|
|||||
Payroll and other benefits liabilities
|
24.6
|
|
|
1.1
|
|
|
148.1
|
|
|
—
|
|
|
173.8
|
|
|||||
Other current liabilities
|
142.1
|
|
|
1.0
|
|
|
314.2
|
|
|
(24.2
|
)
|
|
433.1
|
|
|||||
Total current liabilities
|
1,410.9
|
|
|
26.2
|
|
|
1,375.0
|
|
|
(1,232.5
|
)
|
|
1,579.6
|
|
|||||
Long-term debt
|
2,179.1
|
|
|
—
|
|
|
157.9
|
|
|
—
|
|
|
2,337.0
|
|
|||||
Other long-term liabilities
|
203.3
|
|
|
—
|
|
|
419.0
|
|
|
(18.0
|
)
|
|
604.3
|
|
|||||
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
||||||||||
Redeemable noncontrolling interests
|
—
|
|
|
—
|
|
|
154.2
|
|
|
—
|
|
|
154.2
|
|
|||||
Total Diebold Nixdorf, Incorporated shareholders' equity
|
(7.4
|
)
|
|
608.0
|
|
|
2,220.4
|
|
|
(2,828.4
|
)
|
|
(7.4
|
)
|
|||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
30.1
|
|
|
—
|
|
|
30.1
|
|
|||||
Total liabilities, redeemable noncontrolling interests and equity
|
$
|
3,785.9
|
|
|
$
|
634.2
|
|
|
$
|
4,356.6
|
|
|
$
|
(4,078.9
|
)
|
|
$
|
4,697.8
|
|
|
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
|
|
Restricted cash
|
—
|
|
|
—
|
|
|
8.0
|
|
|
—
|
|
|
8.0
|
|
|||||
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
|
159.5
|
|
|
—
|
|
|
569.4
|
|
|
—
|
|
|
728.9
|
|
|||||
Prepaid, income taxes and other current assets
|
35.4
|
|
|
17.0
|
|
|
286.1
|
|
|
(21.8
|
)
|
|
316.7
|
|
|||||
Total current assets
|
1,129.8
|
|
|
928.5
|
|
|
4,211.4
|
|
|
(3,769.4
|
)
|
|
2,500.3
|
|
|||||
Securities and other investments
|
96.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
96.8
|
|
|||||
Property, plant and equipment, net
|
89.6
|
|
|
2.1
|
|
|
272.8
|
|
|
—
|
|
|
364.5
|
|
|||||
Goodwill
|
55.5
|
|
|
—
|
|
|
1,061.6
|
|
|
—
|
|
|
1,117.1
|
|
|||||
Deferred income taxes
|
150.8
|
|
|
8.0
|
|
|
135.0
|
|
|
—
|
|
|
293.8
|
|
|||||
Intangible assets, net
|
37.5
|
|
|
—
|
|
|
736.3
|
|
|
—
|
|
|
773.8
|
|
|||||
Investment in subsidiary
|
2,518.5
|
|
|
—
|
|
|
—
|
|
|
(2,518.5
|
)
|
|
—
|
|
|||||
Other assets
|
47.2
|
|
|
1.1
|
|
|
74.0
|
|
|
(26.5
|
)
|
|
95.8
|
|
|||||
Total assets
|
$
|
4,125.7
|
|
|
$
|
939.7
|
|
|
$
|
6,491.1
|
|
|
$
|
(6,314.4
|
)
|
|
$
|
5,242.1
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
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
|
112.5
|
|
|
2.8
|
|
|
437.9
|
|
|
(21.8
|
)
|
|
531.4
|
|
|||||
Total current liabilities
|
1,729.5
|
|
|
198.2
|
|
|
3,638.4
|
|
|
(3,769.4
|
)
|
|
1,796.7
|
|
|||||
Long-term debt
|
1,710.6
|
|
|
0.1
|
|
|
76.4
|
|
|
—
|
|
|
1,787.1
|
|
|||||
Other long-term liabilities
|
221.0
|
|
|
—
|
|
|
470.3
|
|
|
(26.5
|
)
|
|
664.8
|
|
|||||
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
||||||||||
Redeemable noncontrolling interests
|
—
|
|
|
—
|
|
|
492.1
|
|
|
—
|
|
|
492.1
|
|
|||||
Total Diebold Nixdorf, Incorporated shareholders' equity
|
464.6
|
|
|
741.4
|
|
|
1,777.1
|
|
|
(2,518.5
|
)
|
|
464.6
|
|
|||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
36.8
|
|
|
—
|
|
|
36.8
|
|
|||||
Total liabilities, redeemable noncontrolling interests and equity
|
$
|
4,125.7
|
|
|
$
|
939.7
|
|
|
$
|
6,491.1
|
|
|
$
|
(6,314.4
|
)
|
|
$
|
5,242.1
|
|
|
Parent
|
|
Combined
Guarantor
Subsidiaries
|
|
Combined
Non-Guarantor
Subsidiaries
|
|
Reclassifications/
Eliminations
|
|
Consolidated
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
633.0
|
|
|
$
|
0.1
|
|
|
$
|
485.9
|
|
|
$
|
—
|
|
|
$
|
1,119.0
|
|
Cost of sales
|
591.8
|
|
|
1.1
|
|
|
297.8
|
|
|
—
|
|
|
890.7
|
|
|||||
Gross profit (loss)
|
41.2
|
|
|
(1.0
|
)
|
|
188.1
|
|
|
—
|
|
|
228.3
|
|
|||||
Selling and administrative expense
|
69.6
|
|
|
1.2
|
|
|
145.4
|
|
|
—
|
|
|
216.2
|
|
|||||
Research, development and engineering expense
|
0.4
|
|
|
10.8
|
|
|
25.4
|
|
|
—
|
|
|
36.6
|
|
|||||
Impairment of assets
|
—
|
|
|
—
|
|
|
109.3
|
|
|
—
|
|
|
109.3
|
|
|||||
(Gain) loss on sale of assets, net
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|||||
|
70.1
|
|
|
12.0
|
|
|
280.1
|
|
|
—
|
|
|
362.2
|
|
|||||
Operating profit (loss)
|
(28.9
|
)
|
|
(13.0
|
)
|
|
(92.0
|
)
|
|
—
|
|
|
(133.9
|
)
|
|||||
Other income (expense)
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income
|
0.5
|
|
|
—
|
|
|
1.7
|
|
|
—
|
|
|
2.2
|
|
|||||
Interest expense
|
(41.0
|
)
|
|
—
|
|
|
(4.2
|
)
|
|
—
|
|
|
(45.2
|
)
|
|||||
Foreign exchange gain (loss), net
|
2.8
|
|
|
(0.1
|
)
|
|
(0.5
|
)
|
|
—
|
|
|
2.2
|
|
|||||
Equity in earnings of subsidiaries
|
(62.8
|
)
|
|
—
|
|
|
—
|
|
|
62.8
|
|
|
—
|
|
|||||
Miscellaneous, net
|
0.3
|
|
|
0.3
|
|
|
1.2
|
|
|
—
|
|
|
1.8
|
|
|||||
Income (loss) before taxes
|
(129.1
|
)
|
|
(12.8
|
)
|
|
(93.8
|
)
|
|
62.8
|
|
|
(172.9
|
)
|
|||||
Income tax expense (benefit)
|
83.5
|
|
|
12.6
|
|
|
(50.3
|
)
|
|
—
|
|
|
45.8
|
|
|||||
Net income (loss)
|
(212.6
|
)
|
|
(25.4
|
)
|
|
(43.5
|
)
|
|
62.8
|
|
|
(218.7
|
)
|
|||||
Net income (loss) attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(6.1
|
)
|
|
—
|
|
|
(6.1
|
)
|
|||||
Net income (loss) attributable to Diebold Nixdorf, Incorporated
|
$
|
(212.6
|
)
|
|
$
|
(25.4
|
)
|
|
$
|
(37.4
|
)
|
|
$
|
62.8
|
|
|
$
|
(212.6
|
)
|
Comprehensive income (loss)
|
$
|
(230.4
|
)
|
|
$
|
(25.4
|
)
|
|
$
|
(59.2
|
)
|
|
$
|
77.2
|
|
|
$
|
(237.8
|
)
|
Less: comprehensive income (loss) attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(7.4
|
)
|
|
—
|
|
|
(7.4
|
)
|
|||||
Comprehensive income (loss) attributable to Diebold Nixdorf, Incorporated
|
$
|
(230.4
|
)
|
|
$
|
(25.4
|
)
|
|
$
|
(51.8
|
)
|
|
$
|
77.2
|
|
|
$
|
(230.4
|
)
|
|
Parent
|
|
Combined
Guarantor
Subsidiaries
|
|
Combined
Non-Guarantor
Subsidiaries
|
|
Reclassifications/
Eliminations
|
|
Consolidated
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
289.1
|
|
|
$
|
0.6
|
|
|
$
|
833.0
|
|
|
$
|
—
|
|
|
$
|
1,122.7
|
|
Cost of sales
|
234.0
|
|
|
1.8
|
|
|
646.9
|
|
|
—
|
|
|
882.7
|
|
|||||
Gross profit (loss)
|
55.1
|
|
|
(1.2
|
)
|
|
186.1
|
|
|
—
|
|
|
240.0
|
|
|||||
Selling and administrative expense
|
65.2
|
|
|
2.7
|
|
|
140.9
|
|
|
—
|
|
|
208.8
|
|
|||||
Research, development and engineering expense
|
1.0
|
|
|
10.8
|
|
|
22.4
|
|
|
—
|
|
|
34.2
|
|
|||||
(Gain) loss on sale of assets, net
|
(0.1
|
)
|
|
0.1
|
|
|
5.6
|
|
|
—
|
|
|
5.6
|
|
|||||
|
66.1
|
|
|
13.6
|
|
|
168.9
|
|
|
—
|
|
|
248.6
|
|
|||||
Operating profit (loss)
|
(11.0
|
)
|
|
(14.8
|
)
|
|
17.2
|
|
|
—
|
|
|
(8.6
|
)
|
|||||
Other income (expense)
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income
|
0.6
|
|
|
0.1
|
|
|
3.6
|
|
|
—
|
|
|
4.3
|
|
|||||
Interest expense
|
(25.7
|
)
|
|
—
|
|
|
(2.0
|
)
|
|
—
|
|
|
(27.7
|
)
|
|||||
Foreign exchange gain (loss), net
|
0.5
|
|
|
—
|
|
|
2.7
|
|
|
—
|
|
|
3.2
|
|
|||||
Equity in earnings of subsidiaries
|
11.0
|
|
|
—
|
|
|
—
|
|
|
(11.0
|
)
|
|
—
|
|
|||||
Miscellaneous, net
|
1.7
|
|
|
1.8
|
|
|
(4.7
|
)
|
|
(0.3
|
)
|
|
(1.5
|
)
|
|||||
Income (loss) before taxes
|
(22.9
|
)
|
|
(12.9
|
)
|
|
16.8
|
|
|
(11.3
|
)
|
|
(30.3
|
)
|
|||||
Income tax expense (benefit)
|
13.1
|
|
|
2.6
|
|
|
(16.6
|
)
|
|
—
|
|
|
(0.9
|
)
|
|||||
Net income (loss)
|
(36.0
|
)
|
|
(15.5
|
)
|
|
33.4
|
|
|
(11.3
|
)
|
|
(29.4
|
)
|
|||||
Net income (loss) attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
6.6
|
|
|
—
|
|
|
6.6
|
|
|||||
Net income (loss) attributable to Diebold Nixdorf, Incorporated
|
$
|
(36.0
|
)
|
|
$
|
(15.5
|
)
|
|
$
|
26.8
|
|
|
$
|
(11.3
|
)
|
|
$
|
(36.0
|
)
|
Comprehensive income (loss)
|
$
|
(23.1
|
)
|
|
$
|
(15.5
|
)
|
|
$
|
56.3
|
|
|
$
|
(32.4
|
)
|
|
$
|
(14.7
|
)
|
Less: comprehensive income (loss) attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
8.4
|
|
|
—
|
|
|
8.4
|
|
|||||
Comprehensive income (loss) attributable to Diebold Nixdorf, Incorporated
|
$
|
(23.1
|
)
|
|
$
|
(15.5
|
)
|
|
$
|
47.9
|
|
|
$
|
(32.4
|
)
|
|
$
|
(23.1
|
)
|
|
Parent
|
|
Combined
Guarantor
Subsidiaries
|
|
Combined
Non-Guarantor
Subsidiaries
|
|
Reclassifications/
Eliminations
|
|
Consolidated
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
1,277.9
|
|
|
$
|
0.4
|
|
|
$
|
2,010.5
|
|
|
$
|
—
|
|
|
$
|
3,288.8
|
|
Cost of sales
|
1,152.9
|
|
|
1.7
|
|
|
1,446.5
|
|
|
—
|
|
|
2,601.1
|
|
|||||
Gross profit (loss)
|
125.0
|
|
|
(1.3
|
)
|
|
564.0
|
|
|
—
|
|
|
687.7
|
|
|||||
Selling and administrative expense
|
220.5
|
|
|
3.8
|
|
|
439.6
|
|
|
—
|
|
|
663.9
|
|
|||||
Research, development and engineering expense
|
2.1
|
|
|
33.1
|
|
|
83.7
|
|
|
—
|
|
|
118.9
|
|
|||||
Impairment of assets
|
—
|
|
|
—
|
|
|
199.3
|
|
|
—
|
|
|
199.3
|
|
|||||
(Gain) loss on sale of assets, net
|
(3.4
|
)
|
|
—
|
|
|
(3.4
|
)
|
|
—
|
|
|
(6.8
|
)
|
|||||
|
219.2
|
|
|
36.9
|
|
|
719.2
|
|
|
—
|
|
|
975.3
|
|
|||||
Operating profit (loss)
|
(94.2
|
)
|
|
(38.2
|
)
|
|
(155.2
|
)
|
|
—
|
|
|
(287.6
|
)
|
|||||
Other income (expense)
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income
|
1.1
|
|
|
0.1
|
|
|
6.4
|
|
|
—
|
|
|
7.6
|
|
|||||
Interest expense
|
(91.9
|
)
|
|
—
|
|
|
(7.7
|
)
|
|
—
|
|
|
(99.6
|
)
|
|||||
Foreign exchange gain (loss), net
|
(5.5
|
)
|
|
(0.1
|
)
|
|
3.3
|
|
|
—
|
|
|
(2.3
|
)
|
|||||
Equity in earnings of subsidiaries
|
(191.1
|
)
|
|
—
|
|
|
—
|
|
|
191.1
|
|
|
—
|
|
|||||
Miscellaneous, net
|
(0.5
|
)
|
|
0.9
|
|
|
0.5
|
|
|
—
|
|
|
0.9
|
|
|||||
Income (loss) before taxes
|
(382.1
|
)
|
|
(37.3
|
)
|
|
(152.7
|
)
|
|
191.1
|
|
|
(381.0
|
)
|
|||||
Income tax expense (benefit)
|
41.1
|
|
|
(5.6
|
)
|
|
0.1
|
|
|
—
|
|
|
35.6
|
|
|||||
Net income (loss)
|
(423.2
|
)
|
|
(31.7
|
)
|
|
(152.8
|
)
|
|
191.1
|
|
|
(416.6
|
)
|
|||||
Net income (loss) attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
6.6
|
|
|
—
|
|
|
6.6
|
|
|||||
Net income (loss) attributable to Diebold Nixdorf, Incorporated
|
$
|
(423.2
|
)
|
|
$
|
(31.7
|
)
|
|
$
|
(159.4
|
)
|
|
$
|
191.1
|
|
|
$
|
(423.2
|
)
|
Comprehensive income (loss)
|
$
|
(517.9
|
)
|
|
$
|
(31.7
|
)
|
|
$
|
(247.1
|
)
|
|
$
|
282.3
|
|
|
$
|
(514.4
|
)
|
Less: comprehensive income (loss) attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
3.5
|
|
|
—
|
|
|
3.5
|
|
|||||
Comprehensive income (loss) attributable to Diebold Nixdorf, Incorporated
|
$
|
(517.9
|
)
|
|
$
|
(31.7
|
)
|
|
$
|
(250.6
|
)
|
|
$
|
282.3
|
|
|
$
|
(517.9
|
)
|
|
Parent
|
|
Combined
Guarantor
Subsidiaries
|
|
Combined
Non-Guarantor
Subsidiaries
|
|
Reclassifications/
Eliminations
|
|
Consolidated
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
831.0
|
|
|
$
|
6.9
|
|
|
$
|
2,526.6
|
|
|
$
|
(5.1
|
)
|
|
$
|
3,359.4
|
|
Cost of sales
|
670.3
|
|
|
10.5
|
|
|
1,965.4
|
|
|
(5.1
|
)
|
|
2,641.1
|
|
|||||
Gross profit (loss)
|
160.7
|
|
|
(3.6
|
)
|
|
561.2
|
|
|
—
|
|
|
718.3
|
|
|||||
Selling and administrative expense
|
211.5
|
|
|
7.7
|
|
|
473.4
|
|
|
—
|
|
|
692.6
|
|
|||||
Research, development and engineering expense
|
1.8
|
|
|
30.5
|
|
|
82.1
|
|
|
—
|
|
|
114.4
|
|
|||||
Impairment of assets
|
3.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.1
|
|
|||||
(Gain) loss on sale of assets, net
|
—
|
|
|
0.1
|
|
|
(2.6
|
)
|
|
—
|
|
|
(2.5
|
)
|
|||||
|
216.4
|
|
|
38.3
|
|
|
552.9
|
|
|
—
|
|
|
807.6
|
|
|||||
Operating profit (loss)
|
(55.7
|
)
|
|
(41.9
|
)
|
|
8.3
|
|
|
—
|
|
|
(89.3
|
)
|
|||||
Other income (expense)
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income
|
1.7
|
|
|
0.2
|
|
|
13.9
|
|
|
—
|
|
|
15.8
|
|
|||||
Interest expense
|
(84.4
|
)
|
|
(0.1
|
)
|
|
(6.2
|
)
|
|
—
|
|
|
(90.7
|
)
|
|||||
Foreign exchange gain (loss), net
|
3.1
|
|
|
0.1
|
|
|
(7.7
|
)
|
|
—
|
|
|
(4.5
|
)
|
|||||
Equity in earnings of subsidiaries
|
(42.3
|
)
|
|
—
|
|
|
—
|
|
|
42.3
|
|
|
—
|
|
|||||
Miscellaneous, net
|
9.0
|
|
|
5.9
|
|
|
(12.0
|
)
|
|
(1.2
|
)
|
|
1.7
|
|
|||||
Income (loss) before taxes
|
(168.6
|
)
|
|
(35.8
|
)
|
|
(3.7
|
)
|
|
41.1
|
|
|
(167.0
|
)
|
|||||
Income tax expense (benefit)
|
(41.9
|
)
|
|
(17.7
|
)
|
|
(0.9
|
)
|
|
—
|
|
|
(60.5
|
)
|
|||||
Net income (loss)
|
(126.7
|
)
|
|
(18.1
|
)
|
|
(2.8
|
)
|
|
41.1
|
|
|
(106.5
|
)
|
|||||
Net income (loss) attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
20.2
|
|
|
—
|
|
|
20.2
|
|
|||||
Net income (loss) attributable to Diebold Nixdorf, Incorporated
|
$
|
(126.7
|
)
|
|
$
|
(18.1
|
)
|
|
$
|
(23.0
|
)
|
|
$
|
41.1
|
|
|
$
|
(126.7
|
)
|
Comprehensive income (loss)
|
$
|
15.2
|
|
|
$
|
(18.1
|
)
|
|
$
|
179.0
|
|
|
$
|
(137.2
|
)
|
|
$
|
38.9
|
|
Less: comprehensive income (loss) attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
23.7
|
|
|
—
|
|
|
23.7
|
|
|||||
Comprehensive income (loss) attributable to Diebold Nixdorf, Incorporated
|
$
|
15.2
|
|
|
$
|
(18.1
|
)
|
|
$
|
155.3
|
|
|
$
|
(137.2
|
)
|
|
$
|
15.2
|
|
|
Parent
|
|
Combined
Guarantor
Subsidiaries
|
|
Combined
Non-Guarantor
Subsidiaries
|
|
Reclassifications/
Eliminations
|
|
Consolidated
|
||||||||||
Net cash provided (used) by operating activities
|
$
|
(108.5
|
)
|
|
$
|
(24.4
|
)
|
|
$
|
(239.2
|
)
|
|
$
|
—
|
|
|
$
|
(372.1
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flow from investing activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
(4.7
|
)
|
|
(0.1
|
)
|
|
(35.7
|
)
|
|
—
|
|
|
(40.5
|
)
|
|||||
Payments for acquisitions
|
—
|
|
|
—
|
|
|
(5.9
|
)
|
|
—
|
|
|
(5.9
|
)
|
|||||
Proceeds from maturities of investments
|
74.0
|
|
|
—
|
|
|
201.0
|
|
|
—
|
|
|
275.0
|
|
|||||
Payments for purchases of investments
|
—
|
|
|
—
|
|
|
(126.5
|
)
|
|
—
|
|
|
(126.5
|
)
|
|||||
Proceeds from sale of assets
|
6.7
|
|
|
—
|
|
|
4.1
|
|
|
—
|
|
|
10.8
|
|
|||||
Increase in certain other assets
|
(4.6
|
)
|
|
—
|
|
|
(18.2
|
)
|
|
—
|
|
|
(22.8
|
)
|
|||||
Capital contributions and loans paid
|
(487.2
|
)
|
|
—
|
|
|
—
|
|
|
487.2
|
|
|
—
|
|
|||||
Proceeds from intercompany loans
|
25.2
|
|
|
—
|
|
|
—
|
|
|
(25.2
|
)
|
|
—
|
|
|||||
Net cash provided (used) by investing activities
|
(390.6
|
)
|
|
(0.1
|
)
|
|
18.8
|
|
|
462.0
|
|
|
90.1
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flow from financing activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends paid
|
(7.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7.7
|
)
|
|||||
Debt issuance costs
|
(38.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(38.9
|
)
|
|||||
Revolving credit facility (repayments) borrowings, net
|
115.0
|
|
|
—
|
|
|
70.0
|
|
|
—
|
|
|
185.0
|
|
|||||
Other debt borrowings
|
660.0
|
|
|
—
|
|
|
46.0
|
|
|
—
|
|
|
706.0
|
|
|||||
Other debt repayments
|
(274.5
|
)
|
|
(0.3
|
)
|
|
(31.9
|
)
|
|
—
|
|
|
(306.7
|
)
|
|||||
Distributions and payments to noncontrolling interest holders
|
—
|
|
|
—
|
|
|
(337.8
|
)
|
|
—
|
|
|
(337.8
|
)
|
|||||
Repurchase of common shares
|
(3.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.0
|
)
|
|||||
Capital contributions received and loans incurred
|
—
|
|
|
43.0
|
|
|
444.2
|
|
|
(487.2
|
)
|
|
—
|
|
|||||
Payments on intercompany loans
|
—
|
|
|
(16.6
|
)
|
|
(8.6
|
)
|
|
25.2
|
|
|
—
|
|
|||||
Net cash provided (used) by financing activities
|
450.9
|
|
|
26.1
|
|
|
181.9
|
|
|
(462.0
|
)
|
|
196.9
|
|
|||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
(14.4
|
)
|
|
—
|
|
|
(14.4
|
)
|
|||||
Increase (decrease) in cash, cash equivalents and restricted cash
|
(48.2
|
)
|
|
1.6
|
|
|
(52.9
|
)
|
|
—
|
|
|
(99.5
|
)
|
|||||
Cash, cash equivalents and restricted cash at the beginning of the period
|
58.5
|
|
|
2.3
|
|
|
482.4
|
|
|
—
|
|
|
543.2
|
|
|||||
Cash, cash equivalents and restricted cash at the end of the period
|
$
|
10.3
|
|
|
$
|
3.9
|
|
|
$
|
429.5
|
|
|
$
|
—
|
|
|
$
|
443.7
|
|
|
Parent
|
|
Combined
Guarantor
Subsidiaries
|
|
Combined
Non-Guarantor
Subsidiaries
|
|
Reclassifications/
Eliminations
|
|
Consolidated
|
||||||||||
Net cash provided (used) by operating activities
|
$
|
(101.9
|
)
|
|
$
|
(23.9
|
)
|
|
$
|
(109.5
|
)
|
|
$
|
—
|
|
|
$
|
(235.3
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flow from investing activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
(7.5
|
)
|
|
(0.1
|
)
|
|
(34.1
|
)
|
|
—
|
|
|
(41.7
|
)
|
|||||
Payments for acquisitions
|
—
|
|
|
—
|
|
|
(5.6
|
)
|
|
—
|
|
|
(5.6
|
)
|
|||||
Proceeds from maturities of investments
|
0.4
|
|
|
—
|
|
|
249.1
|
|
|
—
|
|
|
249.5
|
|
|||||
Payments for purchases of investments
|
(14.0
|
)
|
|
—
|
|
|
(246.7
|
)
|
|
—
|
|
|
(260.7
|
)
|
|||||
Proceeds from sale of assets
|
—
|
|
|
—
|
|
|
14.6
|
|
|
—
|
|
|
14.6
|
|
|||||
Increase in certain other assets
|
(0.6
|
)
|
|
3.9
|
|
|
(30.2
|
)
|
|
—
|
|
|
(26.9
|
)
|
|||||
Capital contributions and loans paid
|
(100.2
|
)
|
|
—
|
|
|
—
|
|
|
100.2
|
|
|
—
|
|
|||||
Proceeds from intercompany loans
|
193.7
|
|
|
—
|
|
|
—
|
|
|
(193.7
|
)
|
|
—
|
|
|||||
Net cash provided (used) by investing activities
|
71.8
|
|
|
3.8
|
|
|
(52.9
|
)
|
|
(93.5
|
)
|
|
(70.8
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flow from financing activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends paid
|
(22.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22.9
|
)
|
|||||
Debt issuance costs
|
(1.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.1
|
)
|
|||||
Revolving credit facility (repayments) borrowings, net
|
—
|
|
|
—
|
|
|
120.0
|
|
|
—
|
|
|
120.0
|
|
|||||
Other debt borrowings
|
323.3
|
|
|
—
|
|
|
57.7
|
|
|
—
|
|
|
381.0
|
|
|||||
Other debt repayments
|
(344.3
|
)
|
|
(1.1
|
)
|
|
(88.1
|
)
|
|
—
|
|
|
(433.5
|
)
|
|||||
Distributions and payments to noncontrolling interest holders
|
—
|
|
|
—
|
|
|
(16.3
|
)
|
|
—
|
|
|
(16.3
|
)
|
|||||
Issuance of common shares
|
0.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|||||
Repurchase of common shares
|
(4.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.8
|
)
|
|||||
Capital contributions received and loans incurred
|
—
|
|
|
53.2
|
|
|
47.0
|
|
|
(100.2
|
)
|
|
—
|
|
|||||
Payments on intercompany loans
|
—
|
|
|
(31.8
|
)
|
|
(161.9
|
)
|
|
193.7
|
|
|
—
|
|
|||||
Net cash provided (used) by financing activities
|
(49.5
|
)
|
|
20.3
|
|
|
(41.6
|
)
|
|
93.5
|
|
|
22.7
|
|
|||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
19.3
|
|
|
—
|
|
|
19.3
|
|
|||||
Increase (decrease) in cash, cash equivalents and restricted cash
|
(79.6
|
)
|
|
0.2
|
|
|
(184.7
|
)
|
|
—
|
|
|
(264.1
|
)
|
|||||
Cash, cash equivalents and restricted cash at the beginning of the period
|
138.9
|
|
|
2.3
|
|
|
511.5
|
|
|
—
|
|
|
652.7
|
|
|||||
Cash, cash equivalents and restricted cash at the end of the period
|
$
|
59.3
|
|
|
$
|
2.5
|
|
|
$
|
326.8
|
|
|
$
|
—
|
|
|
$
|
388.6
|
|
•
|
Transitioned to a new, streamlined and customer-centric operating model designed to drive global consistency across the organization while improving collaboration and enabling more agile decision-making.
|
•
|
Initiated a services modernization program which includes updating customer touchpoints (ATM or POS), automating incident reporting and responses, and standardizing offerings and internal support processes.
|
•
|
Raised $650.0 through a new term loan and revised the financial management covenants of the the Company's credit facility. This enhanced liquidity provides financial flexibility, facilitates acquiring the remaining shares of Diebold Nixdorf AG and supports DN Now initiatives.
|
•
|
Increased its ownership stake in Diebold Nixdorf AG to 27.7 shares, or approximately 93 percent, as of September 30, 2018. The Company launched the formal process to merge the German subsidiary, Diebold Nixdorf AG, with and into Diebold KGaA. Once completed, it will result in a further simplified and streamlined corporate structure.
|
•
|
Signed a $70.0, multiyear services contract covering about 1,000 Marks & Spencer stores in western Europe.
|
•
|
Secured a multiyear managed services agreement valued at $68.0 for new POS devices and related software at a leading European home improvement retailer.
|
•
|
Won Windows 10 ATM product upgrade contracts with several North America financial institutions, including an agreement with a regional United States (U.S.) bank for more than 500 DN Vynamic software licenses and a new managed services agreement.
|
•
|
Renewed a five-year maintenance service contract with a top-three U.S. financial institution, also renewed a three-year contract with Caixa Bank to service 25,000 ATMs in Brazil.
|
•
|
Acquired a $6, multiyear Vynamic View SaaS contract with a multinational financial institution.
|
•
|
Secured a contract with Westpac in Australia for DN Vynamic software portfolio. Diebold Nixdorf is now the sole ATM software provider for Westpac's 2,600 machines.
|
•
|
Implementing a new, streamlined and customer-centric operating model
|
•
|
Refining internal processes and product range
|
•
|
Initiating a services modernization plan
|
•
|
Making changes to drive a more sustainable supply chain and improve net working capital
|
•
|
Optimizing the portfolio of businesses and worldwide cost structure
|
•
|
The ability to reduce operating costs while improving operating efficiencies;
|
•
|
Advanced defense against logical threats while also ensuring access to future security patches from Microsoft;
|
•
|
The ability to offer end-user enhancements which leverage application-based platforms, faster processors and greater memory;
|
•
|
Helping to maintain consistency with other platforms migrating to Windows 10; and
|
•
|
Maintaining compliance with the Payment Card Industry (PCI) regulations.
|
•
|
Maintenance and Availability Services - focuses on continuously improving retail self-service fleet availability and performance. First and second line maintenance, preventive maintenance and on-demand services utilize a standardized incident management process to assure high-quality service delivery.
|
•
|
Total Implementation Services - reliable and scalable implementation solutions in support of both current and new store concepts. The Company leverages standard processes and tools, local resources and a single point of contact.
|
•
|
Managed Mobility Services - centralizes asset management and repair of mobile devices, tailored to the unique needs of each business. Monitoring and advanced analytics capabilities provide operational insights and support new growth opportunities.
|
•
|
Store Life-cycle Management - proactively monitors store IT endpoints and enables improved management of internal and external suppliers and delivery organizations. Service personnel supervise market entry, openings, renewals and transformation projects, with attention to local details and customers’ global IT infrastructure.
|
•
|
Demand for services on distributed IT assets such as ATMs, POS and SCO, including maintenance services and managed services;
|
•
|
Timing of product 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 sales force, business processes, procurement and internal IT systems; and
|
•
|
Realization of cost reductions, which leverage the Company's global scale, reduce overlap and improve operating efficiencies.
|
|
|
Three Months Ended
|
|
|
|
|
|
Percent of Total Net Sales for the Three Months Ended
|
||||||||||
|
|
September 30,
|
|
|
|
|
|
September 30,
|
||||||||||
|
|
2018
|
|
2017
|
|
% Change
|
|
% Change in CC
(1)
|
|
2018
|
|
2017
|
||||||
Segments
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Eurasia Banking
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Services
|
|
$
|
229.8
|
|
|
$
|
240.2
|
|
|
(4.3
|
)
|
|
(1.6
|
)
|
|
20.5
|
|
21.4
|
Products
|
|
152.0
|
|
|
167.5
|
|
|
(9.3
|
)
|
|
(7.1
|
)
|
|
13.6
|
|
14.9
|
||
Software
|
|
52.5
|
|
|
53.4
|
|
|
(1.7
|
)
|
|
0.4
|
|
|
4.7
|
|
4.8
|
||
Total Eurasia Banking
|
|
434.3
|
|
|
461.1
|
|
|
(5.8
|
)
|
|
(3.4
|
)
|
|
38.8
|
|
41.1
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Americas Banking
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Services
|
|
237.2
|
|
|
245.8
|
|
|
(3.5
|
)
|
|
(1.6
|
)
|
|
21.2
|
|
21.9
|
||
Products
|
|
118.0
|
|
|
106.2
|
|
|
11.1
|
|
|
13.4
|
|
|
10.5
|
|
9.4
|
||
Software
|
|
27.3
|
|
|
24.7
|
|
|
10.5
|
|
|
15.2
|
|
|
2.5
|
|
2.2
|
||
Total Americas Banking
|
|
382.5
|
|
|
376.7
|
|
|
1.5
|
|
|
3.7
|
|
|
34.2
|
|
33.5
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Retail
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Services
|
|
116.9
|
|
|
119.8
|
|
|
(2.4
|
)
|
|
(0.2
|
)
|
|
10.5
|
|
10.7
|
||
Products
|
|
144.6
|
|
|
123.3
|
|
|
17.3
|
|
|
19.9
|
|
|
12.9
|
|
11.0
|
||
Software
|
|
40.7
|
|
|
41.8
|
|
|
(2.6
|
)
|
|
0.5
|
|
|
3.6
|
|
3.7
|
||
Total Retail
|
|
302.2
|
|
|
284.9
|
|
|
6.1
|
|
|
8.6
|
|
|
27.0
|
|
25.4
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total net sales
|
|
$
|
1,119.0
|
|
|
$
|
1,122.7
|
|
|
(0.3
|
)
|
|
2.0
|
|
|
100.0
|
|
100.0
|
•
|
Eurasia Banking net sales decreased
$26.8
including a net unfavorable currency impact of
$11.5
mainly related to the euro. Net sales in the prior-year quarter were adversely impacted
$5.8
related to Deferred Revenue Adjustments. Excluding currency and Deferred Revenue Adjustments, net sales decreased
$21.1
due primarily to India from a roll off of a maintenance contract with a particular customer. Additionally, lower product volume primarily in AP was partially offset by increased unit replacements in Germany related to Windows 10 migrations.
|
•
|
Americas Banking increased
$5.8
including a net unfavorable currency impact of
$7.9
related to the Brazil real. Excluding currency, net sales increased
$13.7
from higher product project activity in Brazil, along with higher product volume in
|
•
|
Retail net sales increased
$17.3
including a net unfavorable currency impact of
$6.7
mainly related to the euro. Prior year net sales were adversely impacted
$3.9
related to Deferred Revenue Adjustments. Excluding currency and Deferred Revenue Adjustments, net sales increased
$20.1
due to a large North America kiosk project as well as higher POS activity in Spain. These increases were partially offset by lower POS volume in Germany.
|
|
|
Nine Months Ended
|
|
|
|
|
|
Percent of Total Net Sales for the Nine Months Ended
|
||||||||||
|
|
September 30,
|
|
|
|
|
|
September 30,
|
||||||||||
|
|
2018
|
|
2017
|
|
% Change
|
|
% Change in CC
(1)
|
|
2018
|
|
2017
|
||||||
Segments
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Eurasia Banking
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Services
|
|
$
|
702.2
|
|
|
$
|
699.8
|
|
|
0.3
|
|
|
(4.0
|
)
|
|
21.4
|
|
20.8
|
Products
|
|
451.7
|
|
|
527.0
|
|
|
(14.3
|
)
|
|
(17.8
|
)
|
|
13.7
|
|
15.7
|
||
Software
|
|
153.0
|
|
|
145.8
|
|
|
4.9
|
|
|
0.1
|
|
|
4.6
|
|
4.3
|
||
Total Eurasia Banking
|
|
1,306.9
|
|
|
1,372.6
|
|
|
(4.8
|
)
|
|
(8.9
|
)
|
|
39.7
|
|
40.8
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Americas Banking
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Services
|
|
706.7
|
|
|
729.7
|
|
|
(3.2
|
)
|
|
(2.2
|
)
|
|
21.5
|
|
21.7
|
||
Products
|
|
292.3
|
|
|
323.1
|
|
|
(9.5
|
)
|
|
(8.1
|
)
|
|
8.9
|
|
9.6
|
||
Software
|
|
87.8
|
|
|
75.9
|
|
|
15.7
|
|
|
18.2
|
|
|
2.7
|
|
2.3
|
||
Total Americas Banking
|
|
1,086.8
|
|
|
1,128.7
|
|
|
(3.7
|
)
|
|
(2.5
|
)
|
|
33.1
|
|
33.6
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Retail
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Services
|
|
360.7
|
|
|
329.8
|
|
|
9.4
|
|
|
4.1
|
|
|
11.0
|
|
9.8
|
||
Products
|
|
412.4
|
|
|
412.1
|
|
|
0.1
|
|
|
(5.6
|
)
|
|
12.5
|
|
12.3
|
||
Software
|
|
122.0
|
|
|
116.2
|
|
|
5.0
|
|
|
0.4
|
|
|
3.7
|
|
3.5
|
||
Total Retail
|
|
895.1
|
|
|
858.1
|
|
|
4.3
|
|
|
(1.1
|
)
|
|
27.2
|
|
25.6
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total net sales
|
|
$
|
3,288.8
|
|
|
$
|
3,359.4
|
|
|
(2.1
|
)
|
|
(4.8
|
)
|
|
100.0
|
|
100.0
|
•
|
Eurasia Banking net sales decreased
$65.7
including a net favorable currency impact of
$61.7
to the euro. Net sales in the prior-year were adversely impacted
$18.3
, including a net favorable currency impact of
$1.4
, related to Deferred Revenue Adjustments. Excluding currency and Deferred Revenue Adjustments, net sales decreased
$147.1
due to lower product volume in various countries throughout the segment related to fewer product deployments and projects, particularly in Turkey, Indonesia, Australia and the Middle East, in addition to decreased services in India as a result of a maintenance contract roll off with a particular customer. These decreases were partially offset by increased unit replacements in Germany related to Windows 10 migrations.
|
•
|
Americas Banking net sales decreased
$41.9
including a net unfavorable currency impact of
$13.6
related to the Brazil real. Excluding currency, net sales decreased
$28.3
due to lower product volume in Brazil as well as the North America regional business, which was adversely impacted by supply chain delays in the first half of 2018. Additionally, service revenue was impacted by lower maintenance revenue from two large customers in North America and
$4.1
lower electronic security revenue in Chile due to the business divestiture in September of 2017. These declines were partially offset by
|
•
|
Retail net sales increased
$37.0
including a favorable net currency impact of
$46.8
mostly related to the euro. Prior year net sales were adversely impacted
$12.2
, including a net favorable currency impact of
$1.0
, related to Deferred Revenue Adjustments. Excluding currency and Deferred Revenue Adjustments, net sales decreased
$23.0
due to large prior year non-recurring POS and kiosk activity in Germany for multiple customers and to a lesser extent, the U.K. Additionally, the Company experienced lower product volume in the non-core business in Eurasia and Brazil. These declines were partially offset by higher product volume in France, Central Eastern Europe and Southern Europe as well as a large retail kiosk project in North America.
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||||||||
|
|
September 30,
|
|
September 30,
|
||||||||||||||||||
|
|
2018
|
|
2017
|
|
% Change
|
|
2018
|
|
2017
|
|
% Change
|
||||||||||
Gross profit - services
|
|
$
|
132.3
|
|
|
$
|
135.1
|
|
|
(2.1
|
)
|
|
$
|
392.1
|
|
|
$
|
397.2
|
|
|
(1.3
|
)
|
Gross profit - products
|
|
66.7
|
|
|
69.0
|
|
|
(3.3
|
)
|
|
198.2
|
|
|
219.7
|
|
|
(9.8
|
)
|
||||
Gross profit - software
|
|
29.3
|
|
|
35.9
|
|
|
(18.4
|
)
|
|
97.4
|
|
|
101.4
|
|
|
(3.9
|
)
|
||||
Total gross profit
|
|
$
|
228.3
|
|
|
$
|
240.0
|
|
|
(4.9
|
)
|
|
$
|
687.7
|
|
|
$
|
718.3
|
|
|
(4.3
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Gross margin - services
|
|
22.7
|
%
|
|
22.3
|
%
|
|
|
|
22.2
|
%
|
|
22.6
|
%
|
|
|
||||||
Gross margin - products
|
|
16.1
|
%
|
|
17.4
|
%
|
|
|
|
17.1
|
%
|
|
17.4
|
%
|
|
|
||||||
Gross margin - software
|
|
24.3
|
%
|
|
29.9
|
%
|
|
|
|
26.8
|
%
|
|
30.0
|
%
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total gross margin
|
|
20.4
|
%
|
|
21.4
|
%
|
|
|
|
20.9
|
%
|
|
21.4
|
%
|
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||||||||
|
|
September 30,
|
|
September 30,
|
||||||||||||||||||
|
|
2018
|
|
2017
|
|
% Change
|
|
2018
|
|
2017
|
|
% Change
|
||||||||||
Selling and administrative expense
|
|
$
|
216.2
|
|
|
$
|
208.8
|
|
|
3.5
|
|
|
$
|
663.9
|
|
|
$
|
692.6
|
|
|
(4.1
|
)
|
Research, development and engineering expense
|
|
36.6
|
|
|
34.2
|
|
|
7.0
|
|
|
118.9
|
|
|
114.4
|
|
|
3.9
|
|
||||
Impairment of assets
|
|
109.3
|
|
|
—
|
|
|
—
|
|
|
199.3
|
|
|
3.1
|
|
|
N/M
|
|
||||
(Gain) loss on sale of assets, net
|
|
0.1
|
|
|
5.6
|
|
|
(98.2
|
)
|
|
(6.8
|
)
|
|
(2.5
|
)
|
|
(172.0
|
)
|
||||
Total operating expenses
|
|
$
|
362.2
|
|
|
$
|
248.6
|
|
|
45.7
|
|
|
$
|
975.3
|
|
|
$
|
807.6
|
|
|
20.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Percent of net sales
|
|
32.4
|
%
|
|
22.1
|
%
|
|
|
|
29.7
|
%
|
|
24.0
|
%
|
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
|||||||||||||||||
|
|
September 30,
|
|
September 30,
|
|||||||||||||||||
|
|
2018
|
|
2017
|
|
% Change
|
|
2018
|
|
2017
|
|
% Change
|
|||||||||
Operating profit (loss)
|
|
$
|
(133.9
|
)
|
|
$
|
(8.6
|
)
|
|
N/M
|
|
$
|
(287.6
|
)
|
|
$
|
(89.3
|
)
|
|
(222.1
|
)
|
Operating margin
|
|
(12.0
|
)%
|
|
(0.8
|
)%
|
|
|
|
(8.7
|
)%
|
|
(2.7
|
)%
|
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||||||||
|
|
September 30,
|
|
September 30,
|
||||||||||||||||||
|
|
2018
|
|
2017
|
|
% Change
|
|
2018
|
|
2017
|
|
% Change
|
||||||||||
Interest income
|
|
$
|
2.2
|
|
|
$
|
4.3
|
|
|
(48.8
|
)
|
|
$
|
7.6
|
|
|
$
|
15.8
|
|
|
(51.9
|
)
|
Interest expense
|
|
(45.2
|
)
|
|
(27.7
|
)
|
|
(63.2
|
)
|
|
(99.6
|
)
|
|
(90.7
|
)
|
|
(9.8
|
)
|
||||
Foreign exchange gain (loss), net
|
|
2.2
|
|
|
3.2
|
|
|
(31.3
|
)
|
|
(2.3
|
)
|
|
(4.5
|
)
|
|
48.9
|
|
||||
Miscellaneous, net
|
|
1.8
|
|
|
(1.5
|
)
|
|
N/M
|
|
|
0.9
|
|
|
1.7
|
|
|
(47.1
|
)
|
||||
Other income (expense), net
|
|
$
|
(39.0
|
)
|
|
$
|
(21.7
|
)
|
|
(79.7
|
)
|
|
$
|
(93.4
|
)
|
|
$
|
(77.7
|
)
|
|
(20.2
|
)
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||||||
|
|
September 30,
|
|
September 30,
|
||||||||||||||||
|
|
2018
|
|
2017
|
|
% Change
|
|
2018
|
|
2017
|
|
% Change
|
||||||||
Income (loss) before taxes
|
|
$
|
(172.9
|
)
|
|
$
|
(30.3
|
)
|
|
N/M
|
|
$
|
(381.0
|
)
|
|
$
|
(167.0
|
)
|
|
N/M
|
Income tax expense (benefit)
|
|
45.8
|
|
|
(0.9
|
)
|
|
N/M
|
|
35.6
|
|
|
(60.5
|
)
|
|
N/M
|
||||
Net income (loss)
|
|
$
|
(218.7
|
)
|
|
$
|
(29.4
|
)
|
|
N/M
|
|
$
|
(416.6
|
)
|
|
$
|
(106.5
|
)
|
|
N/M
|
Percent of net sales
|
|
(19.5
|
)%
|
|
(2.6
|
)%
|
|
|
|
(12.7
|
)%
|
|
(3.2
|
)%
|
|
|
||||
Effective tax rate
|
|
(26.5
|
)%
|
|
3.0
|
%
|
|
|
|
(9.3
|
)%
|
|
36.2
|
%
|
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||||||||
|
|
September 30,
|
|
September 30,
|
||||||||||||||||||
Eurasia Banking:
|
|
2018
|
|
2017
|
|
% Change
|
|
2018
|
|
2017
|
|
% Change
|
||||||||||
Net sales
|
|
$
|
434.3
|
|
|
$
|
461.1
|
|
|
(5.8
|
)
|
|
$
|
1,306.9
|
|
|
$
|
1,372.6
|
|
|
(4.8
|
)
|
Segment operating profit (loss)
|
|
$
|
43.2
|
|
|
$
|
40.0
|
|
|
8.0
|
|
|
$
|
79.8
|
|
|
$
|
91.0
|
|
|
(12.3
|
)
|
Segment operating profit margin
|
|
9.9
|
%
|
|
8.7
|
%
|
|
|
|
6.1
|
%
|
|
6.6
|
%
|
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||||||||
|
|
September 30,
|
|
September 30,
|
||||||||||||||||||
Americas Banking:
|
|
2018
|
|
2017
|
|
% Change
|
|
2018
|
|
2017
|
|
% Change
|
||||||||||
Net sales
|
|
$
|
382.5
|
|
|
$
|
376.7
|
|
|
1.5
|
|
|
$
|
1,086.8
|
|
|
$
|
1,128.7
|
|
|
(3.7
|
)
|
Segment operating profit (loss)
|
|
$
|
4.0
|
|
|
$
|
14.5
|
|
|
(72.4
|
)
|
|
$
|
10.4
|
|
|
$
|
48.0
|
|
|
(78.3
|
)
|
Segment operating profit margin
|
|
1.0
|
%
|
|
3.8
|
%
|
|
|
|
1.0
|
%
|
|
4.3
|
%
|
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||||||||
|
|
September 30,
|
|
September 30,
|
||||||||||||||||||
Retail:
|
|
2018
|
|
2017
|
|
% Change
|
|
2018
|
|
2017
|
|
% Change
|
||||||||||
Net sales
|
|
$
|
302.2
|
|
|
$
|
284.9
|
|
|
6.1
|
|
|
$
|
895.1
|
|
|
$
|
858.1
|
|
|
4.3
|
|
Segment operating profit (loss)
|
|
$
|
19.2
|
|
|
$
|
27.3
|
|
|
(29.7
|
)
|
|
$
|
36.5
|
|
|
$
|
71.3
|
|
|
(48.8
|
)
|
Segment operating profit margin
|
|
6.4
|
%
|
|
9.6
|
%
|
|
|
|
4.1
|
%
|
|
8.3
|
%
|
|
|
|
|
September 30,
2018 |
|
December 31,
2017 |
||||
Cash and cash equivalents
|
|
$
|
304.4
|
|
|
$
|
535.2
|
|
Additional cash availability from
|
|
|
|
|
||||
Uncommitted lines of credit
|
|
44.1
|
|
|
216.9
|
|
||
Revolving Facility
|
|
240.0
|
|
|
445.0
|
|
||
Short-term investments
|
|
5.0
|
|
|
81.4
|
|
||
Total cash and cash availability
|
|
$
|
593.5
|
|
|
$
|
1,278.5
|
|
Summary of cash flows:
|
|
2018
|
|
2017
|
||||
Net cash provided (used) by operating activities
|
|
$
|
(372.1
|
)
|
|
$
|
(235.3
|
)
|
Net cash provided (used) by investing activities
|
|
90.1
|
|
|
(70.8
|
)
|
||
Net cash provided (used) by financing activities
|
|
196.9
|
|
|
22.7
|
|
||
Effect of exchange rate changes on cash and cash equivalents
|
|
(14.4
|
)
|
|
19.3
|
|
||
Increase (decrease) in cash, cash equivalents and restricted cash
|
|
$
|
(99.5
|
)
|
|
$
|
(264.1
|
)
|
•
|
The net aggregate of trade accounts receivable, inventories and accounts payable used
$156.1
and
$93.3
in operating cash flows during the
nine months ended
September 30, 2018
and
2017
, respectively. In general, the amount of cash flow provided or used by the aggregate of trade accounts payable, inventories and trade accounts receivable depends upon how effectively the Company manages the cash conversion cycle, which represents the number of days that elapse from the day it pays for the purchase of raw materials and components to the collection of cash from its customers and can be significantly impacted by the timing of collections and payments in a period. Accounts receivable cash decreased usage compared to the same period in the prior-year primarily due to improvement in collections in Eurasia. Inventory cash use increased compared to the same period in the prior year primarily due to increased build up of inventory to satisfy various customer demand, as well as the aforementioned supply chain issues. The supply chain issues were primarily resolved and are anticipated to convert to cash over the coming quarters. Cash provided by accounts payable decreased primarily related to reduced spending in the Americas partially offset by increased spending in AP.
|
•
|
In the aggregate, the other combined certain assets and liabilities used
$158.3
and
$206.9
of operating cash during the
nine months ended
September 30, 2018
and
2017
, respectively. The decrease in use was primarily due to a reduction in deferred revenue cash provided by the collection of customer prepayments, mainly on service contracts, compared to the same period in the prior year.
|
•
|
a maximum allowable Leverage Ratio of 7.00 to 1.00 as of September 30, 2018 (reducing to 6.5 on June 30, 2020, further reduced to 6.25 on December 31, 2020, further reduced to 6.00 on June 30, 2021 and further reduced to 5.75 on December 31, 2021); and
|
•
|
a minimum adjusted EBITDA to net interest expense coverage ratio of not less than 1.38 to 1.00 (increasing to 1.5 on December 31, 2020 and further increased to 1.63 on December 31, 2021)
|
Financing and Replacement Facilities
|
|
Interest Rate
Index and Margin
|
|
Maturity/Termination Dates
|
|
Initial Term (Years)
|
Credit Agreement facilities
|
|
|
|
|
|
|
Revolving Facility
|
|
LIBOR + 3.50%
|
|
December 2020
|
|
5
|
Term Loan A Facility
|
|
LIBOR + 3.50%
|
|
December 2020
|
|
5
|
Term Loan A-1 Facility
|
|
LIBOR + 9.25%
|
|
August 2022
|
|
4
|
Delayed Draw Term Loan A Facility
|
|
LIBOR + 3.50%
|
|
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%
.
|
(ii)
|
EURIBOR with a floor of 0.0%
.
|
•
|
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 Company's ability to comply with the covenants contained in the agreements governing its debt;
|
•
|
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;
|
•
|
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;
|
•
|
i
nterest rate and foreign currency exchange rate fluctuations, including the impact of possible currency devaluations in countries experiencing high inflation rates;
|
•
|
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, including DN Now;
|
•
|
the Company's success in divesting, reorganizing or exiting non-core businesses;
|
•
|
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;
|
•
|
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 Company's ability to complete divestitures for optimization of its business portfolio and to realize any of the contingent purchase price consideration related thereto; and
|
•
|
the Company's ability to achieve benefits from its cost-reduction initiatives and other strategic initiatives, including its planned restructuring actions.
|
Period
|
|
Total Number of
Shares
Purchased
(1)
|
|
Average Price
Paid Per Share
|
|
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
(2)
|
|
Maximum Number
of Shares that May
Yet Be Purchased
Under the Plans (2)
|
|||||
July
|
|
511
|
|
|
$
|
14.76
|
|
|
—
|
|
|
2,426,177
|
|
August
|
|
983
|
|
|
$
|
6.50
|
|
|
—
|
|
|
2,426,177
|
|
September
|
|
472
|
|
|
$
|
7.87
|
|
|
—
|
|
|
2,426,177
|
|
Total
|
|
1,966
|
|
|
$
|
8.98
|
|
|
—
|
|
|
|
(1)
|
All shares were surrendered or deemed surrendered to the Company in connection with the Company’s share-based compensation plans.
|
(2)
|
The total number of shares repurchased as part of the publicly announced share repurchase plan since its inception was
13,450,772
as of
September 30, 2018
. The plan was approved by the Board of Directors in 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 Directors approvals to repurchase the Company’s outstanding common shares:
|
|
Total Number of Shares
Approved for Repurchase |
|
1997
|
2,000,000
|
|
2004
|
2,000,000
|
|
2005
|
6,000,000
|
|
2007
|
2,000,000
|
|
2011
|
1,876,949
|
|
2012
|
2,000,000
|
|
|
15,876,949
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
DIEBOLD NIXDORF, INCORPORATED
|
|
|
|
|
|
|
|
|
|
|
Date:
|
November 8, 2018
|
|
|
/s/ Gerrard B. Schmid
|
|
|
|
By:
|
Gerrard B. Schmid
|
|
|
|
|
President and Chief Executive Officer
|
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
Date:
|
November 8, 2018
|
|
|
/s/ Jeffrey Rutherford
|
|
|
|
By:
|
Jeffrey Rutherford
|
|
|
|
|
Interim Chief Financial Officer
|
|
|
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
For the Company
|
|
|
For the Contractor
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Patricia Lang
|
|
By:
|
/s/ Jeffrey Rutherford
|
|
Patricia Lang
|
|
|
Jeffrey Rutherford
|
|
Chief People Officer
|
|
|
|
|
For the Company
|
|
|
For the Contractor
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Patricia Lang
|
|
By:
|
/s/ Christopher Chapman
|
|
Chief People Officer
|
|
|
Christopher Chapman
|
|
October 3, 2018
|
|
|
October 2, 2018
|
|
|
|
|
|
Article 1
|
Establishment and Term of the Plan
|
1
|
|
Article 2
|
Definitions
|
2
|
|
Article 3
|
Severance Benefits
|
4
|
|
Article 4
|
Confidentiality and Noncompetition
|
8
|
|
Article 5
|
Legal Fees and Notice
|
9
|
|
Article 6
|
Successors and Assignment
|
10
|
|
Article 7
|
Miscellaneous
|
10
|
|
(a)
|
“Base Salary”
means the Executive’s annual rate of salary, whether or not deferred as of the Effective Date of Termination.
|
(b)
|
“Beneficiary”
means the persons or entities designated or deemed designated by the Executive pursuant to Section 7.5 herein.
|
(c)
|
“Board”
means the Board of Directors of the Company.
|
(d)
|
“Cause”
shall mean the Executive’s”
|
(i)
|
Willful failure to substantially perform his duties with the Company (other than any such failure resulting from the Executive’s Disability), after a written demand for substantial performance is delivered to the Executive that specifically identifies the manner in which the Company believes that the Executive has not substantially performed his duties, and the Executive has failed to remedy the situation with fifteen (15) business days of such written notice from the Company;
|
(ii)
|
Willful gross negligence in the performance of the Executive’s duties;
|
(iii)
|
Conviction of, or plea of guilty or nolo contendere, to any felony or a lesser crime or offense which, in the reasonable opinion of the Company, could adversely affect the business or reputation of the Company;
|
(iv)
|
Willful engagement in conduct that is demonstrably and materially injurious to the Company, monetarily or otherwise;
|
(v)
|
Willful violation of any provision of the Company’s code of conduct;
|
(vi)
|
Willful violation of any of the covenants contained in Article 4 of this Plan, as applicable;
|
(vii)
|
Act of dishonesty resulting in, or intended to result in, personal gain at the expense of the Company; or
|
(viii)
|
Engaging in any act that is intended to harm, or may be reasonably expected to harm, the reputation, business prospects, or operations of the Company.
|
(e)
|
“Code”
means the United States Internal Revenue Code of 1986, as amended, and any successors thereto.
|
(f)
|
“Committee”
means the Compensation Committee of the Board or any other committee appointed by the Board to perform the functions of the Compensation Committee.
|
(g)
|
“Company”
means Diebold Nixdorf, Incorporated, an Ohio corporation, or any successor thereto as provided in Article 6 herein.
|
(h)
|
“Disability”
shall have the same meaning ascribed to that word in the long-term disability plan in effect for senior executives of the Company and its Subsidiaries.
|
(i)
|
“Effective Date”
means the commencement date of this Plan as specified in Section 1.2 of this Plan.
|
(j)
|
“Effective Date of Termination”
means the date on which a Qualifying Termination occurs, as defined hereunder, which triggers the payment of Severance Benefits hereunder.
|
(k)
|
“Good Reason”
shall mean the occurrence of any one or more of the following without the Executive’s express written consent:
|
(i)
|
Any other action or inaction by the Company that constitutes a material breach by the Company of the terms and conditions of this Plan.
|
(l)
|
“Grandfathered Executive”
shall mean an Executive who was an Executive prior to December 31, 2018.
|
(m)
|
“Notice of Termination”
shall mean a written notice that shall indicate the specific termination provision in this Plan relied upon, and shall set forth in reasonable detail the facts
|
(n)
|
“Qualifying Termination”
means a termination of employment under the following circumstances:
|
(i)
|
An involuntary termination of the Executive’s employment by the Company for reasons other than Cause pursuant to a Notice of Termination delivered to the Executive by the Company; or
|
(ii)
|
A voluntary termination by the Executive for Good Reason pursuant to a Notice of Termination delivered to the Company by the Executive.
|
(o)
|
“Severance Benefits”
means the payment of severance compensation as provided in Article 3 herein.
|
(a)
|
Severance Benefits.
The Executive shall be entitled to receive from the Company Severance Benefits, as described in Section 3.2 or, if applicable, Section 3.4 herein, if a Qualifying Termination of the Executive’s employment has occurred.
|
(b)
|
No Severance Benefits.
The Executive shall not be entitled to receive Severance Benefits if the Executive’s employment with the Company ends for reasons other than a Qualifying Termination.
|
(c)
|
General Release and Acknowledgement of Restrictive Covenants.
As a condition to receiving Severance Benefits under Section 3.2 or, if applicable, Section 3.4 herein, no later than sixty (60) days after the date of the Executive’s Qualifying Termination, (i) the Executive shall be obligated to execute a general release of claims in favor of the Company, its current and former affiliates and stockholders, and the current and former directors, officers, employees, and agents of the Company in a form acceptable to the Company, (ii) the Executive must execute a notice acknowledging the restrictive covenants in Article 4, and (iii) the Executive’s general release shall have become irrevocable.
|
(a)
|
A lump‑sum amount, paid sixty (60) calendar days
following the Effective Date of Termination, equal to the Executive’s unpaid Base Salary, accrued vacation pay, unreimbursed business expenses, and all other items earned by and owed to the Executive through and including the Effective Date of Termination; provided that if the sixty (60) day period begins in an Executive’s taxable year and ends in the Executive’s subsequent taxable year, the payment will be made in the subsequent taxable year.
|
(b)
|
A lump‑sum amount, paid within the sixty (60) calendar days following the Effective Date of Termination, equal to: (i) two (2) for Grade 100 and 90 Executives regardless of date of hire, (ii) one and one‑half (1.5) for Grade 85 Executives regardless of date of hire, (iii) one and one-quarter for Grade 80 Executives with a date of hire after September 1, 2014, (iv) one and
|
(c)
|
A lump‑sum amount, if any, paid within two and one‑half (2 ½) months after the end of the calendar year that includes the Effective Date of Termination, equal to the actual bonus that would have been payable to the Executive for the calendar year that includes the Effective Date of Termination based on actual performance if the Executive had remained employed through the end of such calendar year; provided however, that such amount shall be adjusted on a pro rata basis based on the number of days the Executive was actually employed during the bonus plan year in which the Qualifying Termination occurs.
|
(d)
|
Continuation of the Executive’s medical, dental, vision, and Company-paid basic life insurance coverage for: (i) one hundred and four weeks (104) for Grade 100 and 90 Executives regardless of date of hire, or (ii) seventy-eight (78) weeks for Grade 85 and 80 Executives, (iii) sixty-five (65) weeks for Grade 80 Executives with a date of hire after September 1, 2014, and (iv) fifty-two (52) weeks for Grade 75 and 70 Executives. These benefits shall be provided by the Company to the Executive beginning immediately upon the Effective Date of Termination. Such benefits shall be provided to the Executive at the same coverage level and cost to the Executive as in effect immediately prior to the Executive’s Effective Date of Termination. Notwithstanding the foregoing, if the Executive is a “specified employee” within the meaning of Section 409A of the Code, then the benefits provided under this Section 3.2(d) which the Company determines constitute the payment of deferred compensation (within the meaning of Section 409A of the Code) shall be provided at the Executive’s sole cost during the six (6) month period immediately after the Effective Date of Termination, and as soon as administratively practicable following the expiration of such six (6) month period, the Company shall reimburse the Executive for the portion of such costs payable by the Company hereunder.
|
(e)
|
Treatment of outstanding long‑term incentives shall be in accordance with Section 3.3 herein.
|
(f)
|
The Company will assist the Executive in finding other employment opportunities by providing to him, at the Company’s limited expense, professional outplacement services through the provider of the Company’s choice. Such outplacement services shall terminate when the Executive finds other employment. However, in no event shall such outplacement services continue for more than two (2) years following the Effective Date of Termination.
|
(g)
|
Notwithstanding anything in this Plan to the contrary, if the Executive constitutes a “specified employee” as defined and applied in Section 409A of the Code, as of the Effective Date of Termination, to the extent payments made under Sections 3.2(a), (b), or (c) constitute deferred compensation (after taking into account any applicable exemptions from Section 409A of the Code), and to the extent required by Section 409A of the Code, payments may
|
(a)
|
All outstanding and unvested stock options and stock appreciation rights (“SARs”) shall immediately vest and shall remain exercisable for a period of twelve (12) months from the Effective Date of Termination or the last day of the option term, whichever occurs first. Additionally, from time to time, the Company may declare "blackout" periods with respect to Executive and/or designated employees of the Company during which Executive and/or such employees are prohibited from engaging in certain transactions in Company securities. The scheduled expiration date of stock options and SARs pursuant to this subsection shall automatically, and without further notice to the option/SAR holder, be extended by one business day for each business day of the blackout period applied to the option/SAR holder, but in no case longer than the option term..
|
(b)
|
All restrictions on unvested shares of restricted stock and unvested restricted stock units shall immediately lapse, with such shares and units becoming nonforfeitable on a pro rata basis, as determined under this subparagraph (b). The pro rata award shall equal the product of (x) and (y) where (x) is the number of restricted stock shares or units subject to the award, and (y) is a fraction, the numerator of which is the number of calendar months that the Executive was employed by the Company during the restriction period (with any partial months counting as a full month for this purpose) and the denominator of which is the number of months in the restriction period.
|
(c)
|
Unearned performance shares and performance units shall be paid out on a pro rata basis, as determined under this subparagraph (c). The pro rata award shall equal the product of (x) and (y) where (x) is the award the Executive would have earned based on actual performance measured as of the end of the respective performance period and (y) is a fraction, the numerator of which is the number of calendar months that the Executive was employed by the Company during the performance period (with any partial month counting as a full month for this purpose) and the denominator of which is the number of months in the performance period.
|
(a)
|
A lump sum amount, paid within sixty (60) calendar days following the Effective Date of Termination, equal to the Executive’s unpaid Base Salary, accrued vacation pay, unreimbursed business expenses, and all other items earned by and owed to the Executive through and including the Effective Date of Termination; provided that if the sixty (60) day period begins in an Executive’s taxable year and ends in the Executive’s subsequent taxable year, the payment will be made in the subsequent taxable year.
|
(b)
|
A lump sum amount, paid within sixty (60) calendar days following the Effective Date of Termination, equal to: (i) the number of full calendar months from the date on which the Executive became an employee of the Company until the Effective Date of Termination (but in any event, no less than three (3) months), multiplied by (ii) an amount equal to (A) the sum of (x) the Executive’s Base Salary, and (y) the Executive’s annual target bonus opportunity in the year of termination, divided by (B) twelve (12)
with the exception
that Executives at a Grade 70 with a date of hire after September 1, 2014 receive one (1) times the Executive’s monthly base salary only multiplied by the number of full calendar months from the date on which the Executive became an employee of the Company until the Effective Date of Termination (but in any event, no less than (3) months); in all instances, if the sixty (60) day period begins in an Executive’s taxable year and ends in the Executive’s subsequent taxable year, the payment will be made in the subsequent taxable year.
|
(c)
|
[Intentionally omitted.]
|
(d)
|
Continuation of the Executive’s medical, dental, and vision insurance coverage for a period of time equal to the number of full calendar months from the date on which the Executive became an employee of the Company until the Effective Date of Termination (but in any event, no less than three (3) months). These benefits shall be provided by the Company to the Executive beginning immediately upon the Effective Date of Termination. Such benefits shall be provided to the Executive at the same coverage level and cost to the Executive as in effect immediately prior to the Executive’s Effective Date of Termination. Notwithstanding the foregoing, if the Executive is a “specified employee” within the meaning of Section 409A of the Code, then the benefits provided under this Section 3.4(d) which the Company determines constitute the payment of deferred compensation (within the meaning of Section 409A of the Code) shall be provided at the Executive’s sole cost during the six (6) month period immediately after the Effective Date of Termination, and as soon as administratively practicable following the expiration of such six (6) month period, the Company shall reimburse the Executive for the portion of such costs payable by the Company hereunder.
|
(e)
|
Treatment of outstanding long-term incentives shall be in accordance with the terms and conditions of the award agreements and plan pursuant to which the incentive was granted. Section 3.3 shall have no applicability.
|
(f)
|
[Intentionally omitted.]
|
(g)
|
Notwithstanding anything in this Plan to the contrary, if the Executive constitutes a “specified employee” as defined and applied in Section 409A of the Code, as of the Effective Date of Termination, to the extent payments made under Sections 3.4(a) or (b) constitute deferred compensation (after taking into account any applicable exemptions from Section 409A of the Code), and to the extent required by Section 409A of the Code, payments may not commence to be paid to Executive until the earlier of: (i) the first day following the six (6) month anniversary of the Executive’s Effective Date of Termination or, (ii) the Executive’s date of death; provided, however, that any payments delayed during this six (6) month period shall be paid in a lump sum as soon as administratively practicable following the six (6) month anniversary of the Executive’s Effective Date of Termination. For purposes of Section 409A of the Code, each payment due under Section 3.4(a) and (b) immediately above shall be considered a separation payment.
|
(a)
|
Noncompetition.
During the Executive’s Employment and for a period of: (i) two (2) years for Grade 100 and 90 Executives regardless of date of hire, or (ii) one and one-half (1.5) years for Grade 85 and 80 Executives, (iii) one and one-quarter (1.25) years for Grade 80 Executives with a date of hire after September 1, 2014, and (iv) one (1) year for Grade 75 and 70 Executives after the Effective Date of Termination, the Executive shall not: (A) directly or indirectly act in concert or conspire with any person employed by the Company in order to engage in or prepare to engage in or to have a financial or other interest in any business or any activity that he knows (or reasonably should have known) to be directly competitive with the business of the Company as then being carried on; or (B) serve as an employee, agent, partner, shareholder, director, or consultant for, or in any other capacity participate, engage,
|
(b)
|
Confidentiality.
The Company has advised the Executive and the Executive acknowledges that it is the policy of the Company to maintain as secret and confidential all Protected Information (as defined below), and that Protected Information has been and will be developed at substantial cost and effort to the Company. The Executive shall not at any time, directly or indirectly, divulge, furnish, or make accessible to any person, firm, corporation, association, or other entity (otherwise than as may be required in the regular course of the Executive’s employment), nor use in any manner, either during the Executive’s employment or after termination for any reason, any Protected Information, or cause any such Protected Information of the Company to enter the public domain.
|
(c)
|
Nonsolicitation.
During the Executive’s employment and for a period of: (i) three (3) years for Grade 100 and 90 Executives (ii) two and one-half (2 ½) years for Grade 85 and 80 Executives, and (iii) two (2) year for Grade 75 and 70 Executives after the Effective Date of Termination, the Executive shall not: (A) employ or retain or solicit for employment or arrange to have any other person, firm, or other entity employ or retain or solicit for employment or otherwise participate in the employment or retention of any person who is an employee or consultant of the Company; or (B) solicit suppliers or customers of the Company or induce any such person to terminate his, her, or its relationship with the Company.
|
(d)
|
Cooperation.
Executive agrees to cooperate with the Company and its attorneys in connection with any and all lawsuits, claims, investigations, or similar proceedings that have been or could be asserted at any time arising out of or related in any way to Executive’s employment by the Company or any of its subsidiaries.
|
(e)
|
Nondisparagement.
At all times, the Executive agrees not to disparage the Company or otherwise make comments harmful to the Company’s reputation.
|
(f)
|
Severability.
If any provision of Article 4 is held to be unenforceable, then this Agreement will be deemed amended to the extent necessary to render the otherwise unenforceable provision, and the rest of Article 4, valid and enforceable. If a court declines to amend the provisions of Article 4 as provided herein, the invalidity or unenforceability of any provision in Article 4 shall not affect the validity or enforceability of the remaining provisions in Article 4, which shall be enforced as if the offending provision had not been included in this Plan.
|
1)
|
I have reviewed this quarterly report on Form 10-Q 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 the 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.
|
Date:
|
November 8, 2018
|
|
/s/ Gerrard B. Schmid
|
|
|
|
Gerrard B. Schmid
|
|
|
|
President and Chief Executive Officer
(Principal Executive Officer)
|
1)
|
I have reviewed this quarterly report on Form 10-Q 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 the 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.
|
Date:
|
November 8, 2018
|
|
/s/ Jeffrey Rutherford
|
|
|
|
Jeffrey Rutherford
|
|
|
|
Interim Chief Financial Officer
(Principal Financial Officer) |
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.
|
November 8, 2018
|
|
|
/s/ Gerrard B. Schmid
|
|
|
|
Gerrard B. Schmid
|
|
|
|
President and Chief Executive Officer
(Principal Executive Officer)
|
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.
|
November 8, 2018
|
|
|
/s/ Jeffrey Rutherford
|
|
|
|
Jeffrey Rutherford
|
|
|
|
Interim Chief Financial Officer
(Principal Financial Officer)
|