x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2018
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OR
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
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Ohio
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34-0183970
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer Identification No.)
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5995 Mayfair Road,
P.O. Box 3077, North Canton, Ohio
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44720-8077
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(Address of principal
executive offices)
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(Zip Code)
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Title of each class
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Name of each exchange on which registered
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Common Shares $1.25 Par Value
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New York Stock Exchange
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Large accelerated filer
x
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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Emerging growth company
o
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•
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Transitioning to a streamlined and customer-centric operating model
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•
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Implementing a services modernization plan which focuses on upgrading certain customer touchpoints, automating incident reporting and response, and standardizing service offerings and internal processes
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•
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Streamlining the product range of automated teller machines (ATMs) and manufacturing footprint
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•
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Improving working capital management through greater focus and efficiency of payables, receivables and inventory
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•
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Reducing administrative expenses, including finance, information technology (IT) and real estate
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•
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Increasing sales productivity through improved coverage and compensation arrangements
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•
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Standardizing back-office processes to automate reporting and better manage risks
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•
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Optimizing the portfolio of businesses to improve overall profitability
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•
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Advanced security and compliance measures,
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•
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Advanced sensors,
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•
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Modern field services operations,
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•
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Cloud computing,
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•
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Analytics, and
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•
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As-a-service software expertise.
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•
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make it more difficult for the Company to pay or refinance its debts as they become due during adverse economic and industry conditions because the Company may not have sufficient cash flows to make its scheduled debt payments;
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•
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cause the Company to use a larger portion of its cash flow to fund interest and principal payments, reducing the availability of cash to fund working capital, capital expenditures, R&D and other business activities;
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•
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limit the Company’s ability to take advantage of significant business opportunities, such as acquisition opportunities, and to react to changes in market or industry conditions;
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•
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cause the Company to be more vulnerable to general adverse economic and industry conditions;
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•
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cause the Company to be disadvantaged compared to competitors with less leverage;
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•
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result in a downgrade in the credit rating of the Company or indebtedness of the Company or its subsidiaries, which could increase the cost of borrowings; and
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•
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limit the Company’s ability to borrow additional monies in the future to fund working capital, capital expenditures, R&D and other business activities.
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•
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incur additional indebtedness and guarantee indebtedness;
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•
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pay dividends or make other distributions or repurchase or redeem capital stock;
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•
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prepay, redeem or repurchase certain debt;
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•
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issue certain preferred stock or similar equity securities;
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•
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make loans and investments;
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•
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sell assets;
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•
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incur liens;
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•
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enter into transactions with affiliates;
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•
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alter the businesses the Company conducts;
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•
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enter into agreements restricting the Company's subsidiaries’ ability to pay dividends; and
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•
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consolidate, merge or sell all or substantially all of the Company's assets.
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•
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limited in how it conduct its business;
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•
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unable to raise additional debt or equity financing to operate during general economic or business downturns; and
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•
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unable to compete effectively or to take advantage of new business opportunities.
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•
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changes in the market acceptance of its services and products;
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•
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customer and competitor consolidation;
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•
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changes in customer preferences;
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•
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declines in general economic conditions;
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•
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disruptive technologies;
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•
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changes in environmental regulations that would limit its ability to service and sell products in specific markets;
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•
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macro-economic factors affecting retail stores and banks, credit unions and other financial institutions may lead to cost-cutting efforts by customers, including branch closures, which could cause it to lose current or potential customers or achieve less revenue per customer; and
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•
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availability of purchased products.
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•
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combining service and product offerings and entering into new markets in which the Company is not experienced;
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•
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convincing customers and distributors that any such transaction will not diminish client service standards or business focus, preventing customers and distributors from deferring purchasing decisions or switching to other suppliers or service providers (which could result in additional obligations to address customer uncertainty), and coordinating service, sales, marketing and distribution efforts;
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•
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consolidating and rationalizing corporate IT infrastructure, which may include multiple systems from various acquisitions and integrating software code;
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•
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minimizing the diversion of management attention from ongoing business concerns;
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•
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persuading employees that business cultures are compatible, maintaining employee morale and retaining key employees, integrating employees into the Company, correctly estimating employee benefit costs and implementing restructuring programs;
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•
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coordinating and combining administrative, service, manufacturing, R&D and other operations, subsidiaries, facilities and relationships with third parties in accordance with local laws and other obligations while maintaining adequate standards, controls and procedures;
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•
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achieving savings from supply chain and administration integration; and
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•
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efficiently divesting combined business operations which may cause increased costs as divested businesses are de-integrated from embedded systems and operations.
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•
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fluctuations in currency exchange rates, particularly in EMEA (primarily the euro (EUR) and Great Britain pound sterling (GBP)), Mexico (peso), Thailand (baht) and Brazil (real);
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•
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transportation and supply chain delays and interruptions;
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•
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political and economic instability and disruptions, including the impact of trade agreements;
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•
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the failure of foreign governments to abide by international agreements and treaties;
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•
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restrictions on the transfer of funds;
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•
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the imposition of duties, tariffs and other taxes;
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•
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import and export controls;
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•
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changes in governmental policies and regulatory environments;
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•
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ensuring the Company's compliance with U.S. laws and regulations and applicable laws and regulations in other jurisdictions, including the Foreign Corrupt Practices Act (FCPA), the U.K. Bribery Act, and applicable laws and regulations in other jurisdictions;
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•
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increasingly complex laws and regulations concerning privacy and data security, including the European Union’s (EU) General Data Protection Regulation (GDPR);
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•
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labor unrest and current and changing regulatory environments;
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•
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the uncertainty of product acceptance by different cultures;
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•
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the risks of divergent business expectations or cultural incompatibility inherent in establishing strategic alliances with foreign partners;
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•
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difficulties in staffing and managing multi-national operations;
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•
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limitations on the ability to enforce legal rights and remedies;
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•
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reduced protection for intellectual property rights in some countries; and
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•
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potentially adverse tax consequences, including repatriation of profits.
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Americas
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EMEA
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AP
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Bolivia
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Honduras
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Algeria
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Italy
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Slovakia
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Australia
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Brazil
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Jamaica
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Austria
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Luxembourg
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South Africa
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China
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Canada
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Mexico
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Belgium
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Malta
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Spain
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Hong Kong
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Chile
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Nicaragua
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Czech Republic
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Morocco
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Sweden
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India
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Colombia
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Panama
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Denmark
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Netherlands
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Switzerland
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Indonesia
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Costa Rica
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Paraguay
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Finland
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Nigeria
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Turkey
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Malaysia
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Dominican Republic
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Peru
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France
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Norway
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Ukraine
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Myanmar
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Ecuador
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Uruguay
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Germany
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Poland
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United Arab Emirates
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Philippines
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El Salvador
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United States
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Greece
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Portugal
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United Kingdom
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Singapore
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Guatemala
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Venezuela
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Hungary
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Romania
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Taiwan
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Ireland
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Russia
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Thailand
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Vietnam
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2018
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2017
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|
2016
|
||||||||||||||||||
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High
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Low
|
|
High
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Low
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High
|
|
Low
|
||||||||||||
1st Quarter
|
$
|
19.05
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|
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$
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12.90
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$
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31.85
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|
$
|
24.90
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|
|
$
|
29.80
|
|
|
$
|
22.84
|
|
2nd Quarter
|
$
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16.40
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|
|
$
|
11.43
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|
|
$
|
30.70
|
|
|
$
|
25.50
|
|
|
$
|
28.81
|
|
|
$
|
23.10
|
|
3rd Quarter
|
$
|
13.40
|
|
|
$
|
3.55
|
|
|
$
|
28.50
|
|
|
$
|
17.95
|
|
|
$
|
29.01
|
|
|
$
|
23.95
|
|
4th Quarter
|
$
|
4.90
|
|
|
$
|
2.41
|
|
|
$
|
23.50
|
|
|
$
|
16.00
|
|
|
$
|
25.90
|
|
|
$
|
21.05
|
|
Full Year
|
$
|
19.05
|
|
|
$
|
2.41
|
|
|
$
|
31.85
|
|
|
$
|
16.00
|
|
|
$
|
29.80
|
|
|
$
|
21.05
|
|
Period
|
|
Total Number of Shares Purchased
(1)
|
|
Average Price Paid Per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans
|
|
Maximum Number of Shares that May Yet Be Purchased Under the Plans
(2)
|
|||||
October
|
|
699
|
|
|
$
|
3.98
|
|
|
—
|
|
|
2,426,177
|
|
November
|
|
640
|
|
|
$
|
3.97
|
|
|
—
|
|
|
2,426,177
|
|
December
|
|
17,870
|
|
|
$
|
3.11
|
|
|
—
|
|
|
2,426,177
|
|
Total
|
|
19,209
|
|
|
$
|
3.17
|
|
|
—
|
|
|
|
(1)
|
All shares were surrendered or deemed surrendered to the Company in connection with the Company’s stock-based compensation plans.
|
(2)
|
The total number of shares repurchased as part of the publicly announced share repurchase plan was 13,450,772 as of
December 31, 2018
. The plan was approved by the Board of Directors in April 1997. The Company may purchase shares from time to time in open market purchases or privately negotiated transactions. The Company may make all or part of the purchases pursuant to accelerated share repurchases or Rule 10b5-1 plans. The plan has no expiration date. The following table provides a summary of Board of Director approvals to repurchase the Company's outstanding common shares:
|
|
|
Total Number of Shares
Approved for Repurchase
|
|
1997
|
|
2,000,000
|
|
2004
|
|
2,000,000
|
|
2005
|
|
6,000,000
|
|
2007
|
|
2,000,000
|
|
2011
|
|
1,876,949
|
|
2012
|
|
2,000,000
|
|
|
|
15,876,949
|
|
(1)
|
There are fifteen companies included in the Company's 2018 peer group, which are: Alliance Data Systems Corp., Benchmark Electronics Inc., Global Payments Inc., Harris Corp., Juniper Networks Inc., Logitech International SA, Motorola Solutions Inc., NCR Corp., Netapp Inc., Pitney Bowes Inc., Sabre Corp., Total Systems Services, Unisys Corp., Western Union Co. and Zebra Technologies Corp.
|
(2)
|
The thirteen companies included in the Company's 2017 peer group are: Alliance Data Systems Corp., Benchmark Electronics Inc., Global Payments Inc., Harris Corp., Juniper Networks Inc., Logitech International SA, Motorola Solutions Inc., NCR Corp., Netapp Inc., Pitney Bowes Inc., Western Union Co., Unisys Corp. and Zebra Technologies Corp.
|
|
Years Ended December 31,
|
||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
|
(in millions, except per share data)
|
||||||||||||||||||
Results of operations
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
4,578.6
|
|
|
$
|
4,609.3
|
|
|
$
|
3,316.3
|
|
|
$
|
2,419.3
|
|
|
$
|
2,734.8
|
|
(Loss) income from continuing operations, net of tax
|
$
|
(566.0
|
)
|
|
$
|
(213.9
|
)
|
|
$
|
(179.3
|
)
|
|
$
|
57.8
|
|
|
$
|
104.7
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic and diluted earnings (loss) per common share
|
|
|
|
|
|
|
|
|
|
||||||||||
Loss from continuing operations, net of tax
|
$
|
(7.48
|
)
|
|
$
|
(3.20
|
)
|
|
$
|
(2.68
|
)
|
|
$
|
0.89
|
|
|
$
|
1.62
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Common dividends paid per share
|
$
|
0.10
|
|
|
$
|
0.40
|
|
|
$
|
0.96
|
|
|
$
|
1.15
|
|
|
$
|
1.15
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Consolidated balance sheet data (as of period end)
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
4,311.9
|
|
|
$
|
5,222.0
|
|
|
$
|
5,270.3
|
|
|
$
|
2,242.4
|
|
|
$
|
2,342.1
|
|
Total debt
|
$
|
2,239.5
|
|
|
$
|
1,853.8
|
|
|
$
|
1,798.3
|
|
|
$
|
638.2
|
|
|
$
|
505.4
|
|
Redeemable noncontrolling interests
|
$
|
130.4
|
|
|
$
|
492.1
|
|
|
$
|
44.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
•
|
Hired Gerrard Schmid to serve as president and chief executive officer.
|
•
|
Named Jeffrey Rutherford as interim senior vice president, chief financial officer, and subsequently appointed him to this role on a full-time basis.
|
•
|
Added Bruce Besanko and Ellen Costello to the Board of Directors
|
•
|
Launched the DN Now transformation program which is comprised of multiple work streams designed to relentlessly focus on our customers and improve operational excellence. This program is targeting gross annualized savings of approximately $400 through 2021.
|
•
|
Raised $650.0 through a new term loan and revised the Company’s credit facility covenants. This enhanced liquidity provides financial flexibility, facilitates acquiring the remaining shares of Diebold Nixdorf AG and supports DN Now initiatives.
|
•
|
Partnered with Mastercard
®
on key technology and services agreements to strengthen the Company's Connected Commerce offerings and further bridge physical and digital transactions.
|
•
|
Ranked as one of the Top 10 Technology Companies on the 2018 IDC Financial Insights FinTech Rankings.
|
•
|
Won Windows 10 ATM product upgrades with several North America financial institutions, including an agreement with a regional U.S. bank for more than 500 DN Vynamic software licenses and a new managed services agreement.
|
•
|
Enabled the first integrated, digital kiosk in the Middle East in partnership with Emirates NBD.
|
•
|
Entered an agreement with Banco Bolivariano in Ecuador to implement the DN Vynamic Mobile Banking suite.
|
•
|
Was identified as the largest manufacturer of ATMs by Retail Banking Research's report "Global ATM Market and Forecasts to 2023."
|
•
|
Secured a global frame agreement, including North America, to provide kiosks and services for one of the world's largest quick-service restaurants.
|
•
|
Signed a $70.0, multi-year 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.
|
•
|
Demand for services on distributed IT assets such as ATMs, POS and SCO, including managed services and professional services;
|
•
|
Timing of system upgrades and/or replacement cycles for ATMs, POS and SCO;
|
•
|
Demand for software products and professional services;
|
•
|
Demand for security products and services for the financial, retail and commercial sectors;
|
•
|
Demand for innovative technology in connection with the Company's 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.
|
|
|
|
|
|
|
|
Percent of Total Net Sales for the Year Ended
|
||||||||||
|
2018
|
|
2017
|
|
% Change
|
|
% Change in CC
(1)
|
|
2018
|
|
2017
|
||||||
Segments
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Eurasia Banking
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Services
|
$
|
1,111.8
|
|
|
$
|
1,133.1
|
|
|
(1.9
|
)
|
|
(4.0
|
)
|
|
24.3
|
|
24.6
|
Products
|
688.4
|
|
|
770.3
|
|
|
(10.6
|
)
|
|
(12.5
|
)
|
|
15.0
|
|
16.7
|
||
Total Eurasia Banking
|
$
|
1,800.2
|
|
|
$
|
1,903.4
|
|
|
(5.4
|
)
|
|
(7.4
|
)
|
|
39.3
|
|
41.3
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Americas Banking
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Services
|
$
|
1,025.8
|
|
|
$
|
1,043.9
|
|
|
(1.7
|
)
|
|
(0.7
|
)
|
|
22.4
|
|
22.6
|
Products
|
489.9
|
|
|
481.7
|
|
|
1.7
|
|
|
3.7
|
|
|
10.7
|
|
10.5
|
||
Total Americas Banking
|
$
|
1,515.7
|
|
|
$
|
1,525.6
|
|
|
(0.6
|
)
|
|
0.7
|
|
|
33.1
|
|
33.1
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Retail
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Services
|
$
|
651.9
|
|
|
$
|
608.3
|
|
|
7.2
|
|
|
4.7
|
|
|
14.3
|
|
13.2
|
Products
|
610.8
|
|
|
572.0
|
|
|
6.8
|
|
|
3.1
|
|
|
13.3
|
|
12.4
|
||
Total Retail
|
$
|
1,262.7
|
|
|
$
|
1,180.3
|
|
|
7.0
|
|
|
3.9
|
|
|
27.6
|
|
25.6
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total net sales
|
$
|
4,578.6
|
|
|
$
|
4,609.3
|
|
|
(0.7
|
)
|
|
(1.8
|
)
|
|
100.0
|
|
100.0
|
•
|
Eurasia Banking net sales decreased
$103.2
, including a net favorable currency impact of
$41.3
, mainly related to the euro. Prior year net sales were adversely impacted $18.3, including a net unfavorable currency impact of $1.4, related to Deferred Revenue Adjustments. Excluding currency and Deferred Revenue Adjustments, net sales decreased $164.2 due to lower product volume related to fewer product deployments and projects, particularly in Thailand, Turkey, Indonesia, the Middle East and Australia. In addition, services in India decreased as a result of a low-margin maintenance contract roll off. Net sales declined from the Company’s strategic decision to reduce its product and services portfolio in India and China as market conditions became less favorable. These decreases were partially offset by increased unit replacements in Germany related to Windows 10 migrations.
|
•
|
Americas Banking net sales decreased
$9.9
, including a net unfavorable currency impact of
$20.6
related to the Brazil real. Excluding currency, net sales increased $10.7 from higher software license volume in Brazil, professional services volume in North America and higher product volume, particularly in Mexico, Canada and Ecuador. These increases were partially offset by lower product volume in the U.S. as well as low-profit maintenance contract base roll offs of two customers in North America and $4.1 of lower electronic security revenue in Chile due to the business divestiture in September 2017.
|
•
|
Retail net sales increased
$82.4
, including a net favorable currency impact of
$34.7
mainly related to the euro. Prior year net sales were adversely impacted $12.1, including a net unfavorable currency impact of $1.0, related to Deferred Revenue Adjustments. Excluding currency and Deferred Revenue Adjustments, net sales increased $34.6 due to a large North
|
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
||||||
Gross profit - services
|
$
|
625.2
|
|
|
$
|
675.2
|
|
|
$
|
(50.0
|
)
|
|
(7.4)
|
Gross profit - products
|
265.7
|
|
|
324.6
|
|
|
(58.9
|
)
|
|
(18.1)
|
|||
Total gross profit
|
$
|
890.9
|
|
|
$
|
999.8
|
|
|
$
|
(108.9
|
)
|
|
(10.9)
|
|
|
|
|
|
|
|
|
||||||
Gross margin - services
|
22.4
|
%
|
|
24.2
|
%
|
|
|
|
|
||||
Gross margin - products
|
14.9
|
%
|
|
17.8
|
%
|
|
|
|
|
|
|||
Total gross margin
|
19.5
|
%
|
|
21.7
|
%
|
|
|
|
|
|
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
||||||
Selling and administrative expense
|
$
|
885.6
|
|
|
$
|
933.7
|
|
|
$
|
(48.1
|
)
|
|
(5.2)
|
Research, development and engineering expense
|
157.4
|
|
|
155.5
|
|
|
1.9
|
|
|
1.2
|
|||
Impairment of assets
|
217.5
|
|
|
3.1
|
|
|
214.4
|
|
|
N/M
|
|||
(Gain) loss on sale of assets, net
|
(6.7
|
)
|
|
1.0
|
|
|
(7.7
|
)
|
|
N/M
|
|||
Total operating expenses
|
$
|
1,253.8
|
|
|
$
|
1,093.3
|
|
|
$
|
160.5
|
|
|
14.7
|
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
||||||
Operating loss
|
$
|
(362.9
|
)
|
|
$
|
(93.5
|
)
|
|
$
|
(269.4
|
)
|
|
288.1
|
Operating margin
|
(7.9
|
)%
|
|
(2.0
|
)%
|
|
|
|
|
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
||||||
Interest income
|
$
|
8.7
|
|
|
$
|
20.3
|
|
|
$
|
(11.6
|
)
|
|
(57.1)
|
Interest expense
|
(154.9
|
)
|
|
(117.3
|
)
|
|
(37.6
|
)
|
|
32.1
|
|||
Foreign exchange loss, net
|
(2.5
|
)
|
|
(3.9
|
)
|
|
1.4
|
|
|
35.9
|
|||
Miscellaneous, net
|
(4.0
|
)
|
|
2.5
|
|
|
(6.5
|
)
|
|
N/M
|
|||
Other income (expense)
|
$
|
(152.7
|
)
|
|
$
|
(98.4
|
)
|
|
$
|
(54.3
|
)
|
|
55.2
|
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
||||||
Net loss
|
$
|
(566.0
|
)
|
|
$
|
(213.9
|
)
|
|
$
|
(352.1
|
)
|
|
N/M
|
Percent of net sales
|
(12.4
|
)%
|
|
(4.6
|
)%
|
|
|
|
|
||||
Effective tax rate
|
7.2
|
%
|
|
14.7
|
%
|
|
|
|
|
|
Eurasia Banking:
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
|||||||
Net sales
|
$
|
1,800.2
|
|
|
$
|
1,903.4
|
|
|
$
|
(103.2
|
)
|
|
(5.4
|
)
|
Segment operating profit
|
$
|
147.1
|
|
|
$
|
126.8
|
|
|
$
|
20.3
|
|
|
16.0
|
|
Segment operating profit margin
|
8.2
|
%
|
|
6.7
|
%
|
|
|
|
|
Americas Banking:
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
|||||||
Net sales
|
$
|
1,515.7
|
|
|
$
|
1,525.6
|
|
|
$
|
(9.9
|
)
|
|
(0.6
|
)
|
Segment operating profit
|
$
|
27.6
|
|
|
$
|
68.1
|
|
|
$
|
(40.5
|
)
|
|
(59.5
|
)
|
Segment operating profit margin
|
1.8
|
%
|
|
4.5
|
%
|
|
|
|
|
Retail:
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
|||||||
Net sales
|
$
|
1,262.7
|
|
|
$
|
1,180.3
|
|
|
$
|
82.4
|
|
|
7.0
|
|
Segment operating profit
|
$
|
50.3
|
|
|
$
|
87.9
|
|
|
$
|
(37.6
|
)
|
|
(42.8
|
)
|
Segment operating profit margin
|
4.0
|
%
|
|
7.4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
Percent of Total Net Sales for the Year Ended
|
||||||||||
|
2017
|
|
2016
|
|
% Change
|
|
% Change in CC
(1)
|
|
2017
|
|
2016
|
||||||
Segments
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Eurasia Banking
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Services
|
$
|
1,133.1
|
|
|
$
|
637.3
|
|
|
77.8
|
|
|
71.3
|
|
|
24.6
|
|
19.2
|
Products
|
770.3
|
|
|
595.3
|
|
|
29.4
|
|
|
25.8
|
|
|
16.7
|
|
18.0
|
||
Total Eurasia Banking
|
$
|
1,903.4
|
|
|
$
|
1,232.6
|
|
|
54.4
|
|
|
49.5
|
|
|
41.3
|
|
37.2
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Americas Banking
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Services
|
$
|
1,043.9
|
|
|
$
|
1,068.1
|
|
|
(2.3
|
)
|
|
(3.2
|
)
|
|
22.6
|
|
32.2
|
Products
|
481.7
|
|
|
499.2
|
|
|
(3.5
|
)
|
|
(4.5
|
)
|
|
10.5
|
|
15.0
|
||
Total Americas Banking
|
$
|
1,525.6
|
|
|
$
|
1,567.3
|
|
|
(2.7
|
)
|
|
(3.6
|
)
|
|
33.1
|
|
47.2
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Retail
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Services
|
$
|
608.3
|
|
|
$
|
202.6
|
|
|
200.2
|
|
|
181.2
|
|
|
13.2
|
|
6.1
|
Products
|
572.0
|
|
|
313.8
|
|
|
82.3
|
|
|
72.4
|
|
|
12.4
|
|
9.5
|
||
Total Retail
|
$
|
1,180.3
|
|
|
$
|
516.4
|
|
|
128.6
|
|
|
115.3
|
|
|
25.6
|
|
15.6
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total net sales
|
$
|
4,609.3
|
|
|
$
|
3,316.3
|
|
|
39.0
|
|
|
35.4
|
|
|
100.0
|
|
100.0
|
•
|
Eurasia Banking net sales increased
$670.8
, which included incremental net sales from the Acquisition of $756.7, a net favorable currency impact of
$40.9
mainly related to the euro and higher Deferred Revenue Adjustments of $8.5. Excluding the impact of the Acquisition, currency and Deferred Revenue Adjustments, net sales decreased $118.3 due mostly to lower banking product project activity in EMEA as well as unfavorable structural changes in the Asia Pacific market, partially offset by higher managed services net sales in Asia Pacific.
|
•
|
Americas Banking net sales decreased
$41.7
, which included incremental net sales from the Acquisition of $79.7 and a net favorable currency impact of
$15.7
mostly related to the Brazil real. Excluding the impact of the Acquisition, currency and Deferred Revenue Adjustments, net sales decreased $137.1 mostly attributable to decreased product volumes, primarily in Mexico, North America and Brazil, as well as the run-off of multi-vendor service contracts in North America.
|
•
|
Retail net sales increased
$663.9
, which included incremental net sales from the Acquisition of $681.3, a net favorable currency impact of
$31.7
mainly related to the Brazil real and higher Deferred Revenue Adjustments of $5.7. Excluding the impact of the Acquisition, currency and Deferred Revenue Adjustments, net sales decreased $43.4, mostly from lower voting machine volume in Brazil, partially offset by increased services and software revenue in EMEA and higher product volume and the associated services in Asia Pacific.
|
|
2017
|
|
2016
|
|
$ Change
|
|
% Change
|
||||||
Gross profit - services
|
$
|
675.2
|
|
|
$
|
526.9
|
|
|
$
|
148.3
|
|
|
28.1
|
Gross profit - products
|
324.6
|
|
|
184.8
|
|
|
139.8
|
|
|
75.6
|
|||
Total gross profit
|
$
|
999.8
|
|
|
$
|
711.7
|
|
|
$
|
288.1
|
|
|
40.5
|
|
|
|
|
|
|
|
|
||||||
Gross margin - services
|
24.2
|
%
|
|
27.6
|
%
|
|
|
|
|
||||
Gross margin - products
|
17.8
|
%
|
|
13.1
|
%
|
|
|
|
|
||||
Total gross margin
|
21.7
|
%
|
|
21.5
|
%
|
|
|
|
|
|
2017
|
|
2016
|
|
$ Change
|
|
% Change
|
||||||
Selling and administrative expense
|
$
|
933.7
|
|
|
$
|
761.2
|
|
|
$
|
172.5
|
|
|
22.7
|
Research, development and engineering expense
|
155.5
|
|
|
110.2
|
|
|
45.3
|
|
|
41.1
|
|||
Impairment of assets
|
3.1
|
|
|
9.8
|
|
|
(6.7
|
)
|
|
(68.4)
|
|||
Loss on sale of assets, net
|
1.0
|
|
|
0.3
|
|
|
0.7
|
|
|
N/M
|
|||
Total operating expenses
|
$
|
1,093.3
|
|
|
$
|
881.5
|
|
|
$
|
211.8
|
|
|
24.0
|
|
2017
|
|
2016
|
|
$ Change
|
|
% Change
|
||||||
Operating loss
|
$
|
(93.5
|
)
|
|
$
|
(169.8
|
)
|
|
$
|
76.3
|
|
|
(44.9)
|
Operating margin
|
(2.0
|
)%
|
|
(5.1
|
)%
|
|
|
|
|
|
2017
|
|
2016
|
|
$ Change
|
|
% Change
|
||||||
Interest income
|
$
|
20.3
|
|
|
$
|
21.5
|
|
|
$
|
(1.2
|
)
|
|
(5.6)
|
Interest expense
|
(117.3
|
)
|
|
(101.4
|
)
|
|
(15.9
|
)
|
|
15.7
|
|||
Foreign exchange loss, net
|
(3.9
|
)
|
|
(2.1
|
)
|
|
(1.8
|
)
|
|
(85.7)
|
|||
Miscellaneous, net
|
2.5
|
|
|
3.1
|
|
|
(0.6
|
)
|
|
(19.4)
|
|||
Other income (expense)
|
$
|
(98.4
|
)
|
|
$
|
(78.9
|
)
|
|
$
|
(19.5
|
)
|
|
24.7
|
|
2017
|
|
2016
|
|
$ Change
|
|
% Change
|
||||||
Loss from continuing operations, net of tax
|
$
|
(213.9
|
)
|
|
$
|
(179.3
|
)
|
|
$
|
(34.6
|
)
|
|
19.3
|
Percent of net sales
|
(4.6
|
)%
|
|
(5.4
|
)%
|
|
|
|
|
||||
Effective tax rate (benefit)
|
14.7
|
%
|
|
(27.7
|
)%
|
|
|
|
|
Eurasia Banking:
|
2017
|
|
2016
|
|
$ Change
|
|
% Change
|
||||||
Net sales
|
$
|
1,903.4
|
|
|
$
|
1,232.6
|
|
|
$
|
670.8
|
|
|
54.4
|
Segment operating profit
|
$
|
126.8
|
|
|
$
|
88.2
|
|
|
$
|
38.6
|
|
|
43.8
|
Segment operating profit margin
|
6.7
|
%
|
|
7.2
|
%
|
|
|
|
|
Americas Banking:
|
2017
|
|
2016
|
|
$ Change
|
|
% Change
|
|||||||
Net sales
|
$
|
1,525.6
|
|
|
$
|
1,567.3
|
|
|
$
|
(41.7
|
)
|
|
(2.7
|
)
|
Segment operating profit
|
$
|
68.1
|
|
|
$
|
101.8
|
|
|
$
|
(33.7
|
)
|
|
(33.1
|
)
|
Segment operating profit margin
|
4.5
|
%
|
|
6.5
|
%
|
|
|
|
|
Retail:
|
2017
|
|
2016
|
|
$ Change
|
|
% Change
|
||||||
Net sales
|
$
|
1,180.3
|
|
|
$
|
516.4
|
|
|
$
|
663.9
|
|
|
128.6
|
Segment operating profit
|
$
|
87.9
|
|
|
$
|
34.0
|
|
|
$
|
53.9
|
|
|
158.5
|
Segment operating profit margin
|
7.4
|
%
|
|
6.6
|
%
|
|
|
|
|
|
2018
|
|
2017
|
||||
Cash and cash equivalents (excluding restricted cash)
|
$
|
353.1
|
|
|
$
|
535.2
|
|
Additional cash availability from:
|
|
|
|
||||
Uncommitted lines of credit
|
28.0
|
|
|
216.9
|
|
||
Revolving facility
|
347.5
|
|
|
445.0
|
|
||
Short-term investments
|
33.5
|
|
|
81.4
|
|
||
Total cash and cash availability
|
$
|
762.1
|
|
|
$
|
1,278.5
|
|
Net cash flow provided by (used in)
|
2018
|
|
2017
|
|
2016
|
||||||
Operating activities - continuing operations
|
$
|
(104.1
|
)
|
|
$
|
37.1
|
|
|
$
|
39.3
|
|
Investing activities - continuing operations
|
34.4
|
|
|
(120.8
|
)
|
|
(923.3
|
)
|
|||
Financing activities - continuing operations
|
10.9
|
|
|
(63.7
|
)
|
|
881.3
|
|
|||
Discontinued operations, net
|
—
|
|
|
—
|
|
|
351.3
|
|
|||
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
(18.7
|
)
|
|
37.9
|
|
|
(8.0
|
)
|
|||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
$
|
(77.5
|
)
|
|
$
|
(109.5
|
)
|
|
$
|
340.6
|
|
•
|
Cash flows from continuing operating activities during the year ended
December 31, 2018
compared to the year ended
December 31, 2017
were impacted by a
$352.1
increase in loss from continuing operations, net of tax. Refer to Results of Operations discussed above for further discussion of the Company's loss from continuing operations, net of tax.
|
•
|
The net aggregate of trade accounts receivable, inventories and accounts payable provided
$11.4
and
$39.4
in operating cash flows during the year ended
December 31, 2018
and 2017, respectively. The decrease is primarily a result of increased cash utilization by accounts payable as a result of critical supplier payments that were made in the current year caused by reduced terms and vendor collection efforts in the second half of the year. Inventory cash use increased compared to the prior year due to increased build up of inventory to satisfy various customer demand. Partially offsetting the changes in inventory and accounts payable, the increase in cash provided by trade receivables was primarily related to higher cash collected in connection with the Company's DN Now working capital management initiative.
|
•
|
Deferred revenue used
$42.4
of operating cash during the year ended
December 31, 2018
, compared to a
$26.0
provide in the year ended
December 31, 2017
. The decrease in cash flow associated with deferred revenue is related to lower customer prepayments primarily in the Americas compared to the prior year as certain customers switched from a yearly prepayment to quarterly or monthly installments.
|
•
|
The aggregate of income taxes and deferred income taxes used
$61.3
of operating cash during the year ended December 31, 2018, compared to
$22.1
used in 2017. Refer to note 4 for additional discussion on income taxes.
|
•
|
In the aggregate, the other combined certain assets and liabilities used
$23.5
and
$89.2
in 2018 and 2017, respectively. The decreased use of
$65.7
in 2018 primarily due to lower payments related to restructuring and integration and the timing of payments related to VAT and deferred costs. These decreases were partially offset by non-cash changes in accruals for cash compensation plans and insurance.
|
|
|
|
Payment due by period
|
||||||||||||||||
|
Total
|
|
Less than 1 year
|
|
1-3 years
|
|
3-5 years
|
|
More than 5 years
|
||||||||||
Short-term uncommitted lines of credit
(1)
|
$
|
20.9
|
|
|
$
|
20.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Long-term debt
|
2,293.5
|
|
|
28.6
|
|
|
464.7
|
|
|
1,400.2
|
|
|
400.0
|
|
|||||
Interest on debt
(2)
|
1,002.5
|
|
|
175.3
|
|
|
396.9
|
|
|
369.2
|
|
|
61.1
|
|
|||||
Diebold Nixdorf AG minority shareholders cash compensation
|
3.4
|
|
|
3.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Redeemable noncontrolling interest of DN AG minority shareholders
(3)
|
99.1
|
|
|
99.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Minimum operating lease obligations
|
223.8
|
|
|
81.4
|
|
|
93.5
|
|
|
40.3
|
|
|
8.6
|
|
|||||
Purchase commitments
|
8.9
|
|
|
5.3
|
|
|
3.6
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
3,652.1
|
|
|
$
|
414.0
|
|
|
$
|
958.7
|
|
|
$
|
1,809.7
|
|
|
$
|
469.7
|
|
(1)
|
The amount available under the short-term uncommitted lines at
December 31, 2018
was
$28.0
. Refer to note 11 for additional information.
|
(2)
|
Amounts represent estimated contractual interest payments on outstanding long-term debt and notes payable. Rates in effect as of
December 31, 2018
are used for variable rate debt.
|
(3)
|
A portion of cash is restricted to fund the purchase of the remaining shares of Diebold Nixdorf AG.
|
|
2018
|
|
2017
|
||
Healthcare cost trend rate assumed for next year
|
6.5
|
%
|
|
6.8
|
%
|
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)
|
5.0
|
%
|
|
5.0
|
%
|
Year that rate reaches ultimate trend rate
|
2025
|
|
|
2025
|
|
|
One-Percentage-Point Increase
|
|
One-Percentage-Point Decrease
|
||||
Effect on total of service and interest cost
|
$
|
—
|
|
|
$
|
—
|
|
Effect on other post-retirement benefit obligation
|
$
|
0.4
|
|
|
$
|
(0.3
|
)
|
•
|
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 achieve benefits from its cost-reduction initiatives and other strategic initiatives, such as DN Now, including its planned restructuring actions, as well as its business process outsourcing initiative;
|
•
|
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;
|
•
|
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;
|
•
|
interest 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 Company's success in divesting, reorganizing or exiting non-core and/or non-accretive 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;
|
•
|
the investment performance of the Company's pension plan assets, which could require the Company to increase its pension contributions, and significant changes in healthcare costs, including those that may result from government action; and
|
•
|
the amount and timing of repurchases of the Company's common shares, if any.
|
FINANCIAL STATEMENTS
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
|
Years ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Net sales
|
|
|
|
|
|
||||||
Services
|
$
|
2,789.5
|
|
|
$
|
2,785.3
|
|
|
$
|
1,908.0
|
|
Products
|
1,789.1
|
|
|
1,824.0
|
|
|
1,408.3
|
|
|||
|
4,578.6
|
|
|
4,609.3
|
|
|
3,316.3
|
|
|||
Cost of sales
|
|
|
|
|
|
||||||
Services
|
2,164.3
|
|
|
2,110.1
|
|
|
1,381.1
|
|
|||
Products
|
1,523.4
|
|
|
1,499.4
|
|
|
1,223.5
|
|
|||
|
3,687.7
|
|
|
3,609.5
|
|
|
2,604.6
|
|
|||
Gross profit
|
890.9
|
|
|
999.8
|
|
|
711.7
|
|
|||
Selling and administrative expense
|
885.6
|
|
|
933.7
|
|
|
761.2
|
|
|||
Research, development and engineering expense
|
157.4
|
|
|
155.5
|
|
|
110.2
|
|
|||
Impairment of assets
|
217.5
|
|
|
3.1
|
|
|
9.8
|
|
|||
(Gain) loss on sale of assets, net
|
(6.7
|
)
|
|
1.0
|
|
|
0.3
|
|
|||
|
1,253.8
|
|
|
1,093.3
|
|
|
881.5
|
|
|||
Operating loss
|
(362.9
|
)
|
|
(93.5
|
)
|
|
(169.8
|
)
|
|||
Other income (expense)
|
|
|
|
|
|
||||||
Interest income
|
8.7
|
|
|
20.3
|
|
|
21.5
|
|
|||
Interest expense
|
(154.9
|
)
|
|
(117.3
|
)
|
|
(101.4
|
)
|
|||
Foreign exchange loss, net
|
(2.5
|
)
|
|
(3.9
|
)
|
|
(2.1
|
)
|
|||
Miscellaneous, net
|
(4.0
|
)
|
|
2.5
|
|
|
3.1
|
|
|||
Loss from continuing operations before taxes
|
(515.6
|
)
|
|
(191.9
|
)
|
|
(248.7
|
)
|
|||
Income tax expense (benefit)
|
37.2
|
|
|
28.3
|
|
|
(69.0
|
)
|
|||
Equity in (loss) earnings of unconsolidated subsidiaries, net
|
(13.2
|
)
|
|
6.3
|
|
|
0.4
|
|
|||
Loss from continuing operations, net of tax
|
(566.0
|
)
|
|
(213.9
|
)
|
|
(179.3
|
)
|
|||
Income from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
143.7
|
|
|||
Net loss
|
(566.0
|
)
|
|
(213.9
|
)
|
|
(35.6
|
)
|
|||
Net income attributable to noncontrolling interests, net of tax
|
2.7
|
|
|
27.6
|
|
|
6.0
|
|
|||
Net loss attributable to Diebold Nixdorf, Incorporated
|
$
|
(568.7
|
)
|
|
$
|
(241.5
|
)
|
|
$
|
(41.6
|
)
|
|
|
|
|
|
|
||||||
Basic and diluted weighted-average shares outstanding
|
76.0
|
|
|
75.5
|
|
|
69.1
|
|
|||
|
|
|
|
|
|
||||||
Basic and diluted loss per share
|
|
|
|
|
|
||||||
Loss before discontinued operations, net of tax
|
$
|
(7.48
|
)
|
|
$
|
(3.20
|
)
|
|
$
|
(2.68
|
)
|
Income from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
2.08
|
|
|||
Net loss attributable to Diebold Nixdorf, Incorporated
|
$
|
(7.48
|
)
|
|
$
|
(3.20
|
)
|
|
$
|
(0.60
|
)
|
|
|
|
|
|
|
||||||
Amounts attributable to Diebold Nixdorf, Incorporated
|
|
|
|
|
|
||||||
Loss before discontinued operations, net of tax
|
$
|
(568.7
|
)
|
|
$
|
(241.5
|
)
|
|
$
|
(185.3
|
)
|
Income from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
143.7
|
|
|||
Net loss attributable to Diebold Nixdorf, Incorporated
|
$
|
(568.7
|
)
|
|
$
|
(241.5
|
)
|
|
$
|
(41.6
|
)
|
|
|
|
|
|
|
||||||
Cash dividends declared and paid per share
|
$
|
0.10
|
|
|
$
|
0.40
|
|
|
$
|
0.96
|
|
|
Years ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Net loss
|
$
|
(566.0
|
)
|
|
$
|
(213.9
|
)
|
|
$
|
(35.6
|
)
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
||||||
Adoption of accounting standard
|
(29.0
|
)
|
|
—
|
|
|
—
|
|
|||
Translation adjustment (net of tax of $(2.7), $8.4 and $(0.6), respectively)
|
(69.5
|
)
|
|
140.3
|
|
|
(32.4
|
)
|
|||
Foreign currency hedges (net of tax of $(1.2), $0.2 and $6.2, respectively)
|
4.2
|
|
|
0.6
|
|
|
(10.7
|
)
|
|||
Interest rate hedges:
|
|
|
|
|
|
||||||
Net income (loss) recognized in other comprehensive income (net of tax of $0.3, $(1.7) and $(3.0), respectively)
|
(1.4
|
)
|
|
3.9
|
|
|
4.9
|
|
|||
Less: reclassification adjustments for amounts recognized in net income (loss) (net of tax of $(0.6), (0.1) and $0.0, respectively)
|
(2.6
|
)
|
|
0.4
|
|
|
0.2
|
|
|||
|
1.2
|
|
|
3.5
|
|
|
4.7
|
|
|||
Pension and other post-retirement benefits:
|
|
|
|
|
|
||||||
Net actuarial losses recognized during the year (net of tax of $(1.1), $(3.3) and $(1.8), respectively)
|
4.8
|
|
|
2.2
|
|
|
4.0
|
|
|||
Prior service cost occurring during the year (net of tax of $0.0, (0.5) and $0.0, respectively)
|
—
|
|
|
0.4
|
|
|
—
|
|
|||
Net actuarial (gain) loss occurring during the year (net of tax of $(4.0), $(6.6) and $(8.3), respectively)
|
(10.9
|
)
|
|
4.5
|
|
|
18.5
|
|
|||
Net actuarial losses recognized due to settlement (net of tax of $(1.3), $0.4 and $0.0, respectively)
|
(3.5
|
)
|
|
(0.2
|
)
|
|
—
|
|
|||
Net actuarial gain recognized due to curtailment (net of tax of $0.0, $0.0, and $1.5, respectively)
|
—
|
|
|
—
|
|
|
(3.3
|
)
|
|||
Acquired benefit plans and other (net of tax of $0.0, $1.5 and $0.0, respectively)
|
(7.7
|
)
|
|
(1.5
|
)
|
|
—
|
|
|||
Currency impact (net of tax of $(0.3), $(1.9) and $0.4, respectively)
|
(0.9
|
)
|
|
1.3
|
|
|
(0.7
|
)
|
|||
|
(18.2
|
)
|
|
6.7
|
|
|
18.5
|
|
|||
Other
|
—
|
|
|
(0.2
|
)
|
|
(0.1
|
)
|
|||
Other comprehensive (loss) income, net of tax
|
(111.3
|
)
|
|
150.9
|
|
|
(20.0
|
)
|
|||
Comprehensive loss
|
(677.3
|
)
|
|
(63.0
|
)
|
|
(55.6
|
)
|
|||
Less: comprehensive income (loss) attributable to noncontrolling interests
|
(1.2
|
)
|
|
33.5
|
|
|
9.2
|
|
|||
Comprehensive loss attributable to Diebold Nixdorf, Incorporated
|
$
|
(676.1
|
)
|
|
$
|
(96.5
|
)
|
|
$
|
(64.8
|
)
|
|
Common Shares
|
|
|
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Total Diebold Nixdorf, Incorporated Shareholders' Equity
|
|
|
|
|
|||||||||||||||||||
|
Number
|
|
$1.25 Par Value
|
|
Additional
Capital
|
|
Retained
Earnings
|
|
Treasury
Shares
|
|
|
|
Non-controlling
Interests
|
|
Total
Equity
|
|||||||||||||||||||
Balance, January 1, 2016
|
79.7
|
|
|
$
|
99.6
|
|
|
$
|
430.8
|
|
|
$
|
752.8
|
|
|
$
|
(560.2
|
)
|
|
$
|
(318.1
|
)
|
|
$
|
404.9
|
|
|
$
|
23.1
|
|
|
$
|
428.0
|
|
Net income (loss)
|
|
|
|
|
|
|
(41.6
|
)
|
|
|
|
|
|
(41.6
|
)
|
|
6.0
|
|
|
(35.6
|
)
|
|||||||||||||
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
|
(23.2
|
)
|
|
(23.2
|
)
|
|
3.2
|
|
|
(20.0
|
)
|
|||||||||||||
Stock options exercised
|
—
|
|
|
—
|
|
|
0.3
|
|
|
|
|
|
|
|
|
0.3
|
|
|
|
|
0.3
|
|
||||||||||||
Share-based compensation issued
|
0.3
|
|
|
0.4
|
|
|
(0.4
|
)
|
|
|
|
|
|
|
|
—
|
|
|
|
|
—
|
|
||||||||||||
Income tax detriment from share-based compensation
|
|
|
|
|
(0.2
|
)
|
|
|
|
|
|
|
|
(0.2
|
)
|
|
|
|
(0.2
|
)
|
||||||||||||||
Share-based compensation expense
|
|
|
|
|
22.2
|
|
|
|
|
|
|
|
|
22.2
|
|
|
|
|
22.2
|
|
||||||||||||||
Dividends paid
|
|
|
|
|
|
|
(64.6
|
)
|
|
|
|
|
|
(64.6
|
)
|
|
|
|
(64.6
|
)
|
||||||||||||||
Treasury shares (0.1 shares)
|
|
|
|
|
|
|
|
|
(2.2
|
)
|
|
|
|
(2.2
|
)
|
|
|
|
(2.2
|
)
|
||||||||||||||
Sale of equity interest
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
7.1
|
|
|
7.1
|
|
||||||||||||||
Reclassification of guaranteed dividend to accrued liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(5.7
|
)
|
|
(5.7
|
)
|
||||||||||||||
Distribution noncontrolling interest holders, net
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(8.2
|
)
|
|
(8.2
|
)
|
||||||||||||||
Acquired fair value of noncontrolling interest
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
407.9
|
|
|
407.9
|
|
||||||||||||||
Acquisition of Diebold Nixdorf AG
|
9.9
|
|
|
12.4
|
|
|
267.3
|
|
|
|
|
|
|
|
|
279.7
|
|
|
—
|
|
|
279.7
|
|
|||||||||||
Balance, December 31, 2016
|
89.9
|
|
|
$
|
112.4
|
|
|
$
|
720.0
|
|
|
$
|
646.6
|
|
|
$
|
(562.4
|
)
|
|
$
|
(341.3
|
)
|
|
$
|
575.3
|
|
|
$
|
433.4
|
|
|
$
|
1,008.7
|
|
Net income (loss)
|
|
|
|
|
|
|
(241.5
|
)
|
|
|
|
|
|
(241.5
|
)
|
|
27.6
|
|
|
(213.9
|
)
|
|||||||||||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
145.0
|
|
|
145.0
|
|
|
5.9
|
|
|
150.9
|
|
|||||||||||||
Stock options exercised
|
—
|
|
|
—
|
|
|
0.3
|
|
|
|
|
|
|
|
|
0.3
|
|
|
|
|
0.3
|
|
||||||||||||
Share-based compensation issued
|
0.6
|
|
|
0.8
|
|
|
(0.7
|
)
|
|
|
|
|
|
|
|
0.1
|
|
|
|
|
0.1
|
|
||||||||||||
Share-based compensation expense
|
|
|
|
|
33.9
|
|
|
|
|
|
|
|
|
33.9
|
|
|
|
|
33.9
|
|
||||||||||||||
Dividends paid
|
|
|
|
|
|
|
(30.6
|
)
|
|
|
|
|
|
(30.6
|
)
|
|
|
|
(30.6
|
)
|
||||||||||||||
Treasury shares (0.2 shares)
|
|
|
|
|
|
|
|
|
(5.0
|
)
|
|
|
|
(5.0
|
)
|
|
|
|
(5.0
|
)
|
||||||||||||||
Reclassification of guaranteed dividend to accrued liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(24.6
|
)
|
|
(24.6
|
)
|
||||||||||||||
Reclassification to redeemable noncontrolling interest
|
|
|
|
|
(32.0
|
)
|
|
|
|
|
|
|
|
(32.0
|
)
|
|
(386.7
|
)
|
|
(418.7
|
)
|
|||||||||||||
Distribution noncontrolling interest holders, net
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(18.8
|
)
|
|
(18.8
|
)
|
||||||||||||||
Balance, December 31, 2017
|
90.5
|
|
|
$
|
113.2
|
|
|
$
|
721.5
|
|
|
$
|
374.5
|
|
|
$
|
(567.4
|
)
|
|
$
|
(196.3
|
)
|
|
$
|
445.5
|
|
|
$
|
36.8
|
|
|
$
|
482.3
|
|
Net income (loss)
|
|
|
|
|
|
|
(568.7
|
)
|
|
|
|
|
|
(568.7
|
)
|
|
2.7
|
|
|
(566.0
|
)
|
|||||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
(107.4
|
)
|
|
(107.4
|
)
|
|
(3.9
|
)
|
|
(111.3
|
)
|
|||||||||||||
Share-based compensation issued
|
0.8
|
|
|
1.0
|
|
|
(1.1
|
)
|
|
|
|
|
|
|
|
(0.1
|
)
|
|
|
|
(0.1
|
)
|
||||||||||||
Share-based compensation expense
|
|
|
|
|
36.6
|
|
|
|
|
|
|
|
|
36.6
|
|
|
|
|
36.6
|
|
||||||||||||||
Dividends paid
|
|
|
|
|
|
|
(7.7
|
)
|
|
|
|
|
|
(7.7
|
)
|
|
|
|
(7.7
|
)
|
||||||||||||||
Treasury shares (0.2 shares)
|
|
|
|
|
|
|
|
|
(3.0
|
)
|
|
|
|
(3.0
|
)
|
|
|
|
(3.0
|
)
|
||||||||||||||
Accounting principle change
|
|
|
|
|
|
|
33.6
|
|
|
|
|
|
|
33.6
|
|
|
|
|
33.6
|
|
||||||||||||||
Reclassification of guaranteed dividend to accrued liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(3.4
|
)
|
|
(3.4
|
)
|
||||||||||||||
Reclassification to redeemable noncontrolling interest
|
|
|
|
|
(15.2
|
)
|
|
|
|
|
|
|
|
(15.2
|
)
|
|
—
|
|
|
(15.2
|
)
|
|||||||||||||
Distributions to noncontrolling interest holders, net
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(0.5
|
)
|
|
(0.5
|
)
|
||||||||||||||
Acquisitions and divestitures, net
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(4.9
|
)
|
|
(4.9
|
)
|
||||||||||||||
Balance, December 31, 2018
|
91.3
|
|
|
$
|
114.2
|
|
|
$
|
741.8
|
|
|
$
|
(168.3
|
)
|
|
$
|
(570.4
|
)
|
|
$
|
(303.7
|
)
|
|
$
|
(186.4
|
)
|
|
$
|
26.8
|
|
|
$
|
(159.6
|
)
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Cash flow from operating activities
|
|
|
|
|
|
||||||
Net loss
|
$
|
(566.0
|
)
|
|
$
|
(213.9
|
)
|
|
$
|
(35.6
|
)
|
Income from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
143.7
|
|
|||
Loss from continuing operations, net of tax
|
(566.0
|
)
|
|
(213.9
|
)
|
|
(179.3
|
)
|
|||
Adjustments to reconcile net loss to cash provided (used) by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
258.7
|
|
|
252.2
|
|
|
134.8
|
|
|||
Share-based compensation expense
|
36.6
|
|
|
33.9
|
|
|
22.2
|
|
|||
Impairment of assets
|
217.5
|
|
|
3.1
|
|
|
9.8
|
|
|||
Deferred income taxes
|
(59.6
|
)
|
|
16.6
|
|
|
(94.6
|
)
|
|||
Inventory charge
|
74.5
|
|
|
4.2
|
|
|
1.8
|
|
|||
Other
|
(9.6
|
)
|
|
3.5
|
|
|
(13.6
|
)
|
|||
Cash flow from changes in certain assets and liabilities, net of the effects of acquisitions
|
|
|
|
|
|
||||||
Trade receivables
|
51.0
|
|
|
23.9
|
|
|
102.4
|
|
|||
Inventories
|
(5.1
|
)
|
|
21.8
|
|
|
136.8
|
|
|||
Accounts payable
|
(34.5
|
)
|
|
(6.3
|
)
|
|
(112.1
|
)
|
|||
Deferred revenue
|
(42.4
|
)
|
|
26.0
|
|
|
60.6
|
|
|||
Income taxes
|
(1.7
|
)
|
|
(38.7
|
)
|
|
(53.1
|
)
|
|||
Restructuring accrual
|
4.2
|
|
|
(33.5
|
)
|
|
88.0
|
|
|||
Warranty liability
|
(33.1
|
)
|
|
(34.2
|
)
|
|
(42.2
|
)
|
|||
Pension and other post-retirement benefits
|
(1.2
|
)
|
|
(14.0
|
)
|
|
(16.6
|
)
|
|||
Certain other assets and liabilities
|
6.6
|
|
|
(7.5
|
)
|
|
(5.6
|
)
|
|||
Net cash (used) provided by operating activities - continuing operations
|
(104.1
|
)
|
|
37.1
|
|
|
39.3
|
|
|||
Net cash used by operating activities - discontinued operations
|
—
|
|
|
—
|
|
|
(10.6
|
)
|
|||
Net cash (used) provided by operating activities
|
(104.1
|
)
|
|
37.1
|
|
|
28.7
|
|
|||
|
|
|
|
|
|
||||||
Cash flow from investing activities
|
|
|
|
|
|
||||||
Capital expenditures
|
(58.5
|
)
|
|
(69.4
|
)
|
|
(39.5
|
)
|
|||
Payments for acquisitions, net of cash acquired
|
(5.9
|
)
|
|
(5.6
|
)
|
|
(884.6
|
)
|
|||
Proceeds from maturities of investments
|
317.8
|
|
|
296.2
|
|
|
225.0
|
|
|||
Payments for purchases of investments
|
(200.2
|
)
|
|
(329.8
|
)
|
|
(243.5
|
)
|
|||
Proceeds from divestitures and the sale of assets
|
11.1
|
|
|
20.9
|
|
|
31.3
|
|
|||
Increase in certain other assets
|
(29.9
|
)
|
|
(33.1
|
)
|
|
(28.2
|
)
|
|||
Proceeds from sale of foreign currency option and forward contracts, net
|
—
|
|
|
—
|
|
|
16.2
|
|
|||
Net cash provided (used) by investing activities - continuing operations
|
34.4
|
|
|
(120.8
|
)
|
|
(923.3
|
)
|
|||
Net cash provided by investing activities - discontinued operations
|
—
|
|
|
—
|
|
|
361.9
|
|
|||
Net cash provided (used) by investing activities
|
$
|
34.4
|
|
|
$
|
(120.8
|
)
|
|
$
|
(561.4
|
)
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Cash flow from financing activities
|
|
|
|
|
|
||||||
Dividends paid
|
$
|
(7.7
|
)
|
|
$
|
(30.6
|
)
|
|
$
|
(64.6
|
)
|
Debt issuance costs
|
(39.4
|
)
|
|
(1.1
|
)
|
|
(39.2
|
)
|
|||
Revolving debt borrowings (repayments), net
|
50.0
|
|
|
75.0
|
|
|
(178.0
|
)
|
|||
Other debt borrowings
|
725.9
|
|
|
374.1
|
|
|
1,837.7
|
|
|||
Other debt repayments
|
(337.7
|
)
|
|
(458.8
|
)
|
|
(662.5
|
)
|
|||
Distributions to noncontrolling interest holders
|
(377.2
|
)
|
|
(17.6
|
)
|
|
(10.2
|
)
|
|||
Issuance of common shares
|
—
|
|
|
0.3
|
|
|
0.3
|
|
|||
Repurchase of common shares
|
(3.0
|
)
|
|
(5.0
|
)
|
|
(2.2
|
)
|
|||
Net cash provided (used) by financing activities
|
10.9
|
|
|
(63.7
|
)
|
|
881.3
|
|
|||
Effect of exchange rate changes on cash
|
(18.7
|
)
|
|
37.9
|
|
|
(8.0
|
)
|
|||
(Decrease) increase in cash, cash equivalents and restricted cash
|
(77.5
|
)
|
|
(109.5
|
)
|
|
340.6
|
|
|||
Add: Cash (overdrafts) included in assets held for sale at beginning of year
|
—
|
|
|
—
|
|
|
(1.5
|
)
|
|||
Less: Cash included in assets held for sale at end of year
|
7.3
|
|
|
—
|
|
|
—
|
|
|||
Cash, cash equivalents and restricted cash at the beginning of the year
|
543.2
|
|
|
652.7
|
|
|
313.6
|
|
|||
Cash, cash equivalents and restricted cash at the end of the year
|
$
|
458.4
|
|
|
$
|
543.2
|
|
|
$
|
652.7
|
|
Cash paid for
|
|
|
|
|
|
||||||
Income taxes
|
$
|
64.9
|
|
|
$
|
78.2
|
|
|
$
|
83.8
|
|
Interest
|
$
|
129.6
|
|
|
$
|
99.9
|
|
|
$
|
85.4
|
|
|
Years Ended December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(in millions, except per share data)
|
||||||
Results of operations
|
|
|
|
||||
Cost of sales - Services
|
$
|
8.4
|
|
|
$
|
8.0
|
|
Cost of sales - Products
|
$
|
1.5
|
|
|
$
|
2.0
|
|
Income tax benefit
|
$
|
(1.5
|
)
|
|
$
|
(1.4
|
)
|
Net loss attributable to Diebold Nixdorf, Incorporated
|
$
|
(8.4
|
)
|
|
$
|
(8.6
|
)
|
Basic and diluted loss per common share
|
$
|
(0.11
|
)
|
|
$
|
(0.12
|
)
|
|
|
|
|
||||
Consolidated balance sheet data
|
|
|
|
||||
Trade receivables, less allowances for doubtful accounts
|
$
|
(2.2
|
)
|
|
|
||
Inventories
|
$
|
(22.5
|
)
|
|
|
||
Other current assets
|
$
|
(3.5
|
)
|
|
|
||
Deferred revenue
|
$
|
(1.0
|
)
|
|
|
||
Other current liabilities
|
$
|
(2.7
|
)
|
|
|
||
Total equity
|
$
|
(24.5
|
)
|
|
|
Contract balance information
|
|
Trade Receivables
|
|
Contract liabilities
|
||||
Balance at January 1
|
|
$
|
827.9
|
|
|
$
|
436.5
|
|
Balance at December 31
|
|
$
|
737.2
|
|
|
$
|
378.2
|
|
|
|
Impact of changes in accounting policy for the twelve months ended December 31, 2018
|
||||||||||
|
|
As Reported
|
|
Adjustments
|
|
Balances without adoption of Topic 606
|
||||||
Trade receivables, less allowances for doubtful accounts of $58.2 and $71.7, respectively
|
|
$
|
737.2
|
|
|
$
|
(3.9
|
)
|
|
$
|
733.3
|
|
Inventories
|
|
$
|
610.1
|
|
|
$
|
24.2
|
|
|
$
|
634.3
|
|
Deferred revenue
|
|
$
|
378.2
|
|
|
$
|
30.7
|
|
|
$
|
408.9
|
|
Deferred income taxes
|
|
$
|
221.6
|
|
|
$
|
(0.7
|
)
|
|
$
|
220.9
|
|
Retained earnings (accumulated deficit)
|
|
$
|
(168.3
|
)
|
|
$
|
(9.8
|
)
|
|
$
|
(178.1
|
)
|
Valuation technique
|
|
Description
|
Market approach
|
|
Prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.
|
Cost approach
|
|
Amount that would be required to replace the service capacity of an asset (replacement cost).
|
Income approach
|
|
Techniques to convert future amounts to a single present amount based upon market expectations.
|
Fair value level
|
|
Description
|
Level 1
|
|
Unadjusted quoted prices in active markets for identical assets or liabilities.
Fair value of investments categorized as level 1 are determined based on period end closing prices in active markets. Mutual funds are valued at their net asset value (NAV) on the last day of the period.
|
Level 2
|
|
Unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active or inputs, other than quoted prices in active markets, that are observable either directly or indirectly.
Fair value of investments categorized as level 2 are determined based on the latest available ask price or latest trade price if listed. The fair value of unlisted securities is established by fund managers using the latest reported information for comparable securities and financial analysis. If the manager believes the fund is not capable of immediately realizing the fair value otherwise determined, the manager has the discretion to determine an appropriate value. Common collective trusts are valued at NAV on the last day of the period.
|
Level 3
|
|
Unobservable inputs for which there is little or no market data.
Fair value of investments categorized as level 3 represent the plan’s interest in private equity, hedge and property funds. The fair value for these assets is determined based on the NAV as reported by the underlying investment managers.
|
Standards Adopted
|
|
Description
|
|
Effective
Date
|
ASU 2014-09, Revenue from Contracts with Customers
|
|
The standard replaced the most 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, $2.4 and $(0.6) were included in net sales and cost of sales, respectively, for the year ended December 31, 2018.
|
|
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 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 an 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
|
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. The standard allowed registrants to record provisional amounts in earnings for the year ended December 31, 2017 due to complexities involved in accounting for the enactment of the Tax Act. As of December 31, 2018, the Company has finalized the accounting under SAB 118 as required for the items previously considered provisional. Refer to Note 4 for further information.
|
|
January 1, 2018
|
Standards Pending Adoption
|
|
Description
|
|
Effective/Adoption Date
|
|
Anticipated Impact
|
ASU's 2016-02, 2018-01, 2018-20, 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. ASUs 2018-01 and 2018-20 are updates to this standard, which prescribe a practical expedient for implementation and narrow-scope improvements for lessors.
|
|
January 1,
2019
|
|
The Company evaluated the impact that the standard will have on its financial information and related disclosures. The standard requires a modified retrospective transition method with the option to elect a package of practical expedients, which the Company anticipates utilizing. The Company anticipates a significant balance sheet gross-up for the right-of-use assets and corresponding liabilities, with no anticipated impact to debt covenants. For additional information on the Company’s operating lease commitments, see Note 16. The Company does not expect the two updates have a significant impact on its financial statements.
|
ASU 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income
|
|
The new standard gives entities the option to reclassify to retained earnings tax effects related to items in accumulated other comprehensive income as a result of the tax reform. The new standard is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted in any interim period after issuance. The Company is currently evaluating the impact of adopting this guidance.
|
|
January 1, 2019
|
|
As noted above, the Company early adopted in 2018.
|
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 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606
|
|
The amendments in this update provide guidance on whether certain transactions between collaborative arrangement participants should be accounted for under Topic 606.
|
|
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 year end after issuance of the update.
|
ASU 2016-13, Financial Instruments - Credit Losses
|
|
The amendments in this update replace the incurred loss impairment methodology with the current expected credit loss methodology. This will change the measurement of credit losses on financial instruments and the timing of when such losses are recorded.
|
|
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 as of the fiscal years beginning after December 31, 2018.
|
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 consolidated financial statements. The ASU allows for early adoption in any year end after issuance of the update.
|
|
2018
|
|
2017
|
|
2016
|
||||||
Numerator
|
|
|
|
|
|
||||||
Income (loss) used in basic and diluted earnings (loss) per share
|
|
|
|
|
|
||||||
Loss from continuing operations, net of tax
|
$
|
(566.0
|
)
|
|
$
|
(213.9
|
)
|
|
$
|
(179.3
|
)
|
Net income attributable to noncontrolling interests, net of tax
|
2.7
|
|
|
27.6
|
|
|
6.0
|
|
|||
Loss before discontinued operations, net of tax
|
(568.7
|
)
|
|
(241.5
|
)
|
|
(185.3
|
)
|
|||
Income from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
143.7
|
|
|||
Net loss attributable to Diebold Nixdorf, Incorporated
|
$
|
(568.7
|
)
|
|
$
|
(241.5
|
)
|
|
$
|
(41.6
|
)
|
Denominator
|
|
|
|
|
|
||||||
Weighted-average number of common shares used in basic and diluted earnings (loss) per share
(1)
|
76.0
|
|
|
75.5
|
|
|
69.1
|
|
|||
Basic and diluted earnings (loss) per share
|
|
|
|
|
|
||||||
Loss before discontinued operations, net of tax
|
$
|
(7.48
|
)
|
|
$
|
(3.20
|
)
|
|
$
|
(2.68
|
)
|
Income from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
2.08
|
|
|||
Net loss attributable to Diebold Nixdorf, Incorporated
|
$
|
(7.48
|
)
|
|
$
|
(3.20
|
)
|
|
$
|
(0.60
|
)
|
Anti-dilutive shares
|
|
|
|
|
|
||||||
Anti-dilutive shares not used in calculating diluted weighted-average shares
|
4.5
|
|
|
3.4
|
|
|
2.1
|
|
(1)
|
Incremental shares of
0.7
,
0.7
and
0.6
were excluded from the computation of diluted loss per share for the years ended December 31, 2018, 2017 and 2016, respectively, because their effect is anti-dilutive due to the loss from continuing operations.
|
|
2018
|
|
2017
|
|
2016
|
||||||
Stock options
|
|
|
|
|
|
||||||
Pre-tax compensation expense
|
$
|
2.8
|
|
|
$
|
4.6
|
|
|
$
|
2.7
|
|
Tax benefit
|
(0.6
|
)
|
|
(1.3
|
)
|
|
(0.9
|
)
|
|||
Stock option expense, net of tax
|
$
|
2.2
|
|
|
$
|
3.3
|
|
|
$
|
1.8
|
|
|
|
|
|
|
|
||||||
RSU's
|
|
|
|
|
|
||||||
Pre-tax compensation expense
|
$
|
19.8
|
|
|
$
|
16.4
|
|
|
$
|
10.7
|
|
Tax benefit
|
(4.3
|
)
|
|
(4.0
|
)
|
|
(3.1
|
)
|
|||
RSU expense, net of tax
|
$
|
15.5
|
|
|
$
|
12.4
|
|
|
$
|
7.6
|
|
|
|
|
|
|
|
||||||
Performance shares
|
|
|
|
|
|
||||||
Pre-tax compensation expense
|
$
|
14.0
|
|
|
$
|
12.9
|
|
|
$
|
8.8
|
|
Tax benefit
|
(3.3
|
)
|
|
(3.0
|
)
|
|
(3.0
|
)
|
|||
Performance share expense, net of tax
|
$
|
10.7
|
|
|
$
|
9.9
|
|
|
$
|
5.8
|
|
|
|
|
|
|
|
||||||
Total share-based compensation
|
|
|
|
|
|
||||||
Pre-tax compensation expense
|
$
|
36.6
|
|
|
$
|
33.9
|
|
|
$
|
22.2
|
|
Tax benefit
|
(8.2
|
)
|
|
(8.3
|
)
|
|
(7.0
|
)
|
|||
Total share-based compensation, net of tax
|
$
|
28.4
|
|
|
$
|
25.6
|
|
|
$
|
15.2
|
|
|
Unrecognized
Cost |
|
Weighted-Average Period
|
||
|
|
|
(years)
|
||
Stock options
|
$
|
1.3
|
|
|
1.2
|
RSUs
|
12.3
|
|
|
1.2
|
|
Performance shares
|
12.1
|
|
|
1.6
|
|
|
$
|
25.7
|
|
|
|
|
2018
|
|
2017
|
|
2016
|
|||
Expected life (in years)
|
3
|
|
|
3
|
|
|
6
|
|
Weighted-average volatility
|
36
|
%
|
|
31
|
%
|
|
28
|
%
|
Risk-free interest rate
|
2.39-2.42%
|
|
|
1.28
|
%
|
|
1.50
|
%
|
Expected dividend yield
|
2.24
|
%
|
|
1.65
|
%
|
|
3.10
|
%
|
|
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
|
(0.3
|
)
|
|
$
|
29.50
|
|
|
|
|
|
||
Granted
|
0.5
|
|
|
$
|
17.53
|
|
|
|
|
|
||
Outstanding at December 31, 2018
|
2.5
|
|
|
$
|
27.05
|
|
|
7
|
|
$
|
—
|
|
Options exercisable at December 31, 2018
|
1.5
|
|
|
$
|
30.34
|
|
|
6
|
|
$
|
—
|
|
Options vested and expected to vest
(2)
at December 31, 2018
|
2.4
|
|
|
$
|
27.21
|
|
|
7
|
|
$
|
—
|
|
(1)
|
The aggregate intrinsic value represents the total pre-tax intrinsic value (the difference between the Company’s closing share price on the last trading day of the year in
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
December 31, 2018
. The amount of aggregate intrinsic value will change based on the fair market value of the Company’s common shares.
|
(2)
|
The expected to vest options are the result of applying the pre-vesting forfeiture rate assumption to total outstanding non-vested options.
|
|
Number of
Shares |
|
Weighted-Average
Grant-Date Fair Value |
|||
Non-vested at January 1, 2018
|
1.3
|
|
|
$
|
27.76
|
|
Forfeited
|
(0.3
|
)
|
|
$
|
21.87
|
|
Vested
|
(0.7
|
)
|
|
$
|
28.76
|
|
Granted
(1)
|
1.3
|
|
|
$
|
17.34
|
|
Non-vested at December 31, 2018
|
1.6
|
|
|
$
|
19.66
|
|
(1)
|
The RSUs granted during the year ended
December 31, 2018
included
0.1
one
-year RSUs to non-employee directors under the 1991 Plan. These RSUs had a weighted-average, grant-date fair value of
$14.98
.
|
|
Number of
Shares |
|
Weighted-Average
Grant-Date Fair Value |
|||
Non-vested at January 1, 2018
(1)
|
2.5
|
|
|
$
|
31.37
|
|
Forfeited
|
(0.9
|
)
|
|
$
|
28.81
|
|
Vested
|
(0.2
|
)
|
|
$
|
32.38
|
|
Granted
|
1.6
|
|
|
$
|
22.65
|
|
Non-vested at December 31, 2018
|
3.0
|
|
|
$
|
26.90
|
|
(1)
|
Non-vested performance shares are based on a maximum potential payout. Actual shares vested at the end of the performance period may be less than the maximum potential payout level depending on achievement of the performance objectives, as determined by the Board of Directors.
|
|
2018
|
|
2017
|
|
2016
|
||||||
Domestic
|
$
|
(300.9
|
)
|
|
$
|
(212.6
|
)
|
|
$
|
(219.2
|
)
|
Foreign
|
(214.7
|
)
|
|
20.7
|
|
|
(29.5
|
)
|
|||
Total
|
$
|
(515.6
|
)
|
|
$
|
(191.9
|
)
|
|
$
|
(248.7
|
)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Current
|
|
|
|
|
|
||||||
U.S. federal
|
$
|
0.8
|
|
|
$
|
(5.9
|
)
|
|
$
|
(68.6
|
)
|
Foreign
|
49.0
|
|
|
72.9
|
|
|
54.0
|
|
|||
State and local
|
1.9
|
|
|
1.7
|
|
|
(10.6
|
)
|
|||
Total current
|
51.7
|
|
|
68.7
|
|
|
(25.2
|
)
|
|||
Deferred
|
|
|
|
|
|
||||||
U.S. federal
|
4.6
|
|
|
7.6
|
|
|
3.6
|
|
|||
Foreign
|
(19.8
|
)
|
|
(44.9
|
)
|
|
(50.2
|
)
|
|||
State and local
|
0.7
|
|
|
(3.1
|
)
|
|
2.8
|
|
|||
Total deferred
|
(14.5
|
)
|
|
(40.4
|
)
|
|
(43.8
|
)
|
|||
Income tax expense (benefit)
|
$
|
37.2
|
|
|
$
|
28.3
|
|
|
$
|
(69.0
|
)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Statutory tax benefit
|
$
|
(108.3
|
)
|
|
$
|
(67.2
|
)
|
|
$
|
(87.0
|
)
|
Brazil non-taxable incentive
|
(3.8
|
)
|
|
(3.9
|
)
|
|
(5.8
|
)
|
|||
Valuation allowances
|
80.6
|
|
|
10.5
|
|
|
14.9
|
|
|||
Goodwill impairment
|
41.8
|
|
|
—
|
|
|
—
|
|
|||
Foreign tax rate differential
|
(33.7
|
)
|
|
(31.5
|
)
|
|
(10.0
|
)
|
|||
Foreign subsidiary earnings
|
4.9
|
|
|
14.4
|
|
|
13.7
|
|
|||
Accrual adjustments
|
3.1
|
|
|
4.1
|
|
|
1.1
|
|
|||
Tax Act - rate impact on deferred tax balance
|
(2.5
|
)
|
|
45.1
|
|
|
—
|
|
|||
Tax Act - deemed repatriation tax
|
32.6
|
|
|
36.6
|
|
|
—
|
|
|||
Business tax credits
|
(1.1
|
)
|
|
(0.6
|
)
|
|
(0.7
|
)
|
|||
Non-deductible (non-taxable) items
|
18.9
|
|
|
22.1
|
|
|
4.5
|
|
|||
Other
|
4.7
|
|
|
(1.3
|
)
|
|
0.3
|
|
|||
Income tax expense (benefit)
|
$
|
37.2
|
|
|
$
|
28.3
|
|
|
$
|
(69.0
|
)
|
|
2018
|
|
2017
|
||||
Balance at January 1
|
$
|
48.4
|
|
|
$
|
43.2
|
|
Increases (decreases) related to prior year tax positions, net
|
(1.5
|
)
|
|
6.1
|
|
||
Increases related to current year tax positions
|
4.8
|
|
|
7.5
|
|
||
Settlements
|
(1.5
|
)
|
|
(1.8
|
)
|
||
Reductions due to lapse of applicable statute of limitations
|
(0.7
|
)
|
|
(6.6
|
)
|
||
Balance at December 31
|
$
|
49.5
|
|
|
$
|
48.4
|
|
|
2018
|
|
2017
|
||||
Deferred tax assets
|
|
|
|
||||
Accrued expenses
|
$
|
64.0
|
|
|
$
|
43.0
|
|
Warranty accrual
|
6.7
|
|
|
13.5
|
|
||
Deferred compensation
|
9.6
|
|
|
10.6
|
|
||
Allowances for doubtful accounts
|
3.2
|
|
|
3.8
|
|
||
Inventories
|
23.9
|
|
|
14.4
|
|
||
Deferred revenue
|
28.6
|
|
|
38.1
|
|
||
Pensions, post-retirement and other benefits
|
76.9
|
|
|
82.6
|
|
||
Tax credits
|
74.1
|
|
|
81.9
|
|
||
Net operating loss carryforwards (NOL's)
|
160.0
|
|
|
125.9
|
|
||
Capital loss carryforwards
|
2.6
|
|
|
2.6
|
|
||
State deferred taxes
|
19.8
|
|
|
17.4
|
|
||
Other
|
—
|
|
|
0.8
|
|
||
|
469.4
|
|
|
434.6
|
|
||
Valuation allowances
|
(175.4
|
)
|
|
(105.6
|
)
|
||
Net deferred tax assets
|
$
|
294.0
|
|
|
$
|
329.0
|
|
|
|
|
|
||||
Deferred tax liabilities
|
|
|
|
||||
Property, plant and equipment, net
|
$
|
3.5
|
|
|
$
|
1.2
|
|
Goodwill and intangible assets
|
245.9
|
|
|
302.8
|
|
||
Undistributed earnings
|
20.6
|
|
|
16.0
|
|
||
Other
|
1.7
|
|
|
2.3
|
|
||
Net deferred tax liabilities
|
271.7
|
|
|
322.3
|
|
||
Net deferred tax asset
|
$
|
22.3
|
|
|
$
|
6.7
|
|
|
2018
|
|
2017
|
||||
Deferred income taxes - assets
|
$
|
243.9
|
|
|
$
|
293.8
|
|
Deferred income taxes - liabilities
|
(221.6
|
)
|
|
(287.1
|
)
|
||
Net deferred tax asset
|
$
|
22.3
|
|
|
$
|
6.7
|
|
|
2018
|
|
2017
|
||||
Finished goods
|
$
|
211.2
|
|
|
$
|
291.0
|
|
Service parts
|
221.6
|
|
|
259.4
|
|
||
Raw materials and work in process
|
177.3
|
|
|
164.1
|
|
||
Total inventories
|
$
|
610.1
|
|
|
$
|
714.5
|
|
|
Estimated Useful Life
(years) |
|
2018
|
|
2017
|
||||
Land and land improvements
|
(1)
|
|
$
|
15.6
|
|
|
$
|
16.0
|
|
Buildings and building improvements
|
15-30
|
|
122.2
|
|
|
112.9
|
|
||
Machinery, tools and equipment
|
5-12
|
|
99.6
|
|
|
108.2
|
|
||
Leasehold improvements
(2)
|
10
|
|
26.9
|
|
|
28.3
|
|
||
Computer equipment
|
3
|
|
174.5
|
|
|
153.8
|
|
||
Computer software
|
5-10
|
|
142.9
|
|
|
146.6
|
|
||
Furniture and fixtures
|
5-8
|
|
70.3
|
|
|
73.4
|
|
||
Tooling
|
3-5
|
|
140.9
|
|
|
136.4
|
|
||
Construction in progress
|
|
|
5.3
|
|
|
7.7
|
|
||
Total property plant and equipment, at cost
|
|
|
$
|
798.2
|
|
|
$
|
783.3
|
|
Less accumulated depreciation and amortization
|
|
|
494.1
|
|
|
418.8
|
|
||
Total property plant and equipment, net
|
|
|
$
|
304.1
|
|
|
$
|
364.5
|
|
(1)
|
Estimated useful life for land and land improvements is perpetual and 15 years, respectively.
|
(2)
|
The estimated useful life for leasehold improvements is the lesser of 10 years or the term of the lease.
|
|
Cost Basis
|
|
Unrealized Gain
|
|
Fair Value
|
||||||
As of December 31, 2018
|
|
|
|
|
|
||||||
Short-term investments
|
|
|
|
|
|
||||||
Certificates of deposit
|
$
|
33.5
|
|
|
$
|
—
|
|
|
$
|
33.5
|
|
Long-term investments
|
|
|
|
|
|
||||||
Assets held in a rabbi trust
|
$
|
6.5
|
|
|
$
|
(0.2
|
)
|
|
$
|
6.3
|
|
|
|
|
|
|
|
||||||
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
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Finance lease receivables sold
|
$
|
11.1
|
|
|
$
|
—
|
|
|
$
|
7.4
|
|
|
2018
|
|
2017
|
||||
Gross minimum lease receivable
|
$
|
39.0
|
|
|
$
|
26.6
|
|
Allowance for credit losses
|
(0.4
|
)
|
|
(0.3
|
)
|
||
Estimated unguaranteed residual values
|
0.4
|
|
|
1.1
|
|
||
|
39.0
|
|
|
27.4
|
|
||
Less:
|
|
|
|
||||
Unearned interest income
|
(3.0
|
)
|
|
(1.0
|
)
|
||
Unearned residuals
|
(0.1
|
)
|
|
(0.1
|
)
|
||
|
(3.1
|
)
|
|
(1.1
|
)
|
||
Total
|
$
|
35.9
|
|
|
$
|
26.3
|
|
2019
|
$
|
10.8
|
|
2020
|
7.7
|
|
|
2021
|
6.7
|
|
|
2022
|
5.6
|
|
|
2023
|
4.9
|
|
|
Thereafter
|
3.3
|
|
|
|
$
|
39.0
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Balance at January 1
|
$
|
71.7
|
|
|
$
|
50.4
|
|
|
$
|
31.7
|
|
Charged to costs and expenses
|
22.8
|
|
|
54.9
|
|
|
22.9
|
|
|||
Charged to other accounts
(1)
|
(4.1
|
)
|
|
1.4
|
|
|
1.7
|
|
|||
Deductions
(2)
|
(32.2
|
)
|
|
(35.0
|
)
|
|
(5.9
|
)
|
|||
Balance at December 31
|
$
|
58.2
|
|
|
$
|
71.7
|
|
|
$
|
50.4
|
|
|
Eurasia Banking
|
|
Americas Banking
|
|
Retail
|
|
Total
|
||||||||
Goodwill
|
$
|
592.2
|
|
|
$
|
423.8
|
|
|
$
|
273.0
|
|
|
$
|
1,289.0
|
|
Accumulated impairment losses
|
(168.7
|
)
|
|
(122.0
|
)
|
|
—
|
|
|
(290.7
|
)
|
||||
Balance at January 1, 2017
|
423.5
|
|
|
301.8
|
|
|
273.0
|
|
|
998.3
|
|
||||
Goodwill acquired
|
2.2
|
|
|
1.8
|
|
|
1.6
|
|
|
5.6
|
|
||||
Goodwill adjustment
|
(1.2
|
)
|
|
(1.0
|
)
|
|
(0.7
|
)
|
|
(2.9
|
)
|
||||
Currency translation adjustment
|
46.2
|
|
|
38.3
|
|
|
31.6
|
|
|
116.1
|
|
||||
Goodwill
|
639.4
|
|
|
462.9
|
|
|
305.5
|
|
|
1,407.8
|
|
||||
Accumulated impairment losses
|
(168.7
|
)
|
|
(122.0
|
)
|
|
—
|
|
|
(290.7
|
)
|
||||
Balance at December 31, 2017
|
470.7
|
|
|
340.9
|
|
|
305.5
|
|
|
1,117.1
|
|
||||
Transferred to assets held for sale
|
(0.8
|
)
|
|
(0.3
|
)
|
|
(45.9
|
)
|
|
(47.0
|
)
|
||||
Currency translation adjustment
|
(10.0
|
)
|
|
(8.3
|
)
|
|
(7.2
|
)
|
|
(25.5
|
)
|
||||
Goodwill
|
628.6
|
|
|
454.3
|
|
|
252.4
|
|
|
1,335.3
|
|
||||
Impairment
|
(153.0
|
)
|
|
—
|
|
|
(64.5
|
)
|
|
(217.5
|
)
|
||||
Accumulated impairment losses
|
(321.7
|
)
|
|
(122.0
|
)
|
|
(64.5
|
)
|
|
(508.2
|
)
|
||||
Balance at December 31, 2018
|
$
|
306.9
|
|
|
$
|
332.3
|
|
|
$
|
187.9
|
|
|
$
|
827.1
|
|
|
|
|
December 31, 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
|
6.7 years
|
|
$
|
712.2
|
|
|
$
|
(179.1
|
)
|
|
$
|
533.1
|
|
|
$
|
741.5
|
|
|
$
|
(108.2
|
)
|
|
$
|
633.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Internally-developed software
|
1.6 years
|
|
189.6
|
|
|
(118.9
|
)
|
|
70.7
|
|
|
192.9
|
|
|
(99.8
|
)
|
|
93.1
|
|
||||||
Development costs non-software
|
0.9 years
|
|
52.5
|
|
|
(44.3
|
)
|
|
8.2
|
|
|
55.3
|
|
|
(35.1
|
)
|
|
20.2
|
|
||||||
Other
|
0.7 years
|
|
79.5
|
|
|
(66.9
|
)
|
|
12.6
|
|
|
84.5
|
|
|
(57.3
|
)
|
|
27.2
|
|
||||||
Other intangible assets, net
|
|
|
321.6
|
|
|
(230.1
|
)
|
|
91.5
|
|
|
332.7
|
|
|
(192.2
|
)
|
|
140.5
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total
|
|
|
$
|
1,033.8
|
|
|
$
|
(409.2
|
)
|
|
$
|
624.6
|
|
|
$
|
1,074.2
|
|
|
$
|
(300.4
|
)
|
|
$
|
773.8
|
|
|
Estimated amortization
|
||
2019
|
$
|
128.0
|
|
2020
|
108.8
|
|
|
2021
|
96.2
|
|
|
2022
|
92.0
|
|
|
2023
|
88.6
|
|
|
|
$
|
513.6
|
|
|
2018
|
|
2017
|
||||
Balance at January 1
|
$
|
76.7
|
|
|
$
|
101.6
|
|
Current period accruals
|
22.5
|
|
|
36.0
|
|
||
Current period settlements
|
(52.3
|
)
|
|
(65.2
|
)
|
||
Currency translation
|
(6.8
|
)
|
|
4.3
|
|
||
Balance at December 31
|
$
|
40.1
|
|
|
$
|
76.7
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Cost of sales - services
|
$
|
17.8
|
|
|
$
|
27.3
|
|
|
$
|
18.4
|
|
Cost of sales - products
|
10.8
|
|
|
1.9
|
|
|
7.1
|
|
|||
Selling and administrative expense
|
33.4
|
|
|
21.3
|
|
|
28.8
|
|
|||
Research, development and engineering expense
|
3.0
|
|
|
(1.1
|
)
|
|
5.1
|
|
|||
Total
|
$
|
65.0
|
|
|
$
|
49.4
|
|
|
$
|
59.4
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Severance
|
|
|
|
|
|
||||||
Eurasia Banking
|
$
|
37.1
|
|
|
$
|
24.6
|
|
|
$
|
33.2
|
|
Americas Banking
|
8.9
|
|
|
4.2
|
|
|
13.8
|
|
|||
Retail
|
13.3
|
|
|
14.8
|
|
|
0.7
|
|
|||
Corporate
|
5.7
|
|
|
5.8
|
|
|
11.7
|
|
|||
Total
|
$
|
65.0
|
|
|
$
|
49.4
|
|
|
$
|
59.4
|
|
|
Severance
|
||||||||||||||||||
|
DN Now
|
|
DN2020 Plan
|
|
Delta Program
|
|
Strategic Alliance
|
|
Total
|
||||||||||
Eurasia Banking
|
$
|
33.3
|
|
|
$
|
51.5
|
|
|
$
|
0.5
|
|
|
$
|
8.2
|
|
|
$
|
93.5
|
|
Americas Banking
|
8.6
|
|
|
13.6
|
|
|
0.2
|
|
|
—
|
|
|
22.4
|
|
|||||
Retail
|
12.5
|
|
|
15.6
|
|
|
0.7
|
|
|
—
|
|
|
28.8
|
|
|||||
Corporate
|
4.5
|
|
|
15.1
|
|
|
1.8
|
|
|
—
|
|
|
21.4
|
|
|||||
Total
|
$
|
58.9
|
|
|
$
|
95.8
|
|
|
$
|
3.2
|
|
|
$
|
8.2
|
|
|
$
|
166.1
|
|
Balance at January 1, 2016
|
$
|
4.7
|
|
Liabilities incurred
|
59.4
|
|
|
Liabilities acquired
|
45.5
|
|
|
Liabilities paid/settled
|
(19.7
|
)
|
|
Balance at December 31, 2016
|
$
|
89.9
|
|
Liabilities incurred
|
49.4
|
|
|
Liabilities acquired
|
(8.2
|
)
|
|
Liabilities paid/settled
|
(77.1
|
)
|
|
Balance at December 31, 2017
|
$
|
54.0
|
|
Liabilities incurred
|
65.0
|
|
|
Liabilities paid/settled
|
(62.1
|
)
|
|
Balance at December 31, 2018
|
$
|
56.9
|
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
Notes payable – current
|
|
|
|
||||
Uncommitted lines of credit
|
$
|
20.9
|
|
|
$
|
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
|
2.7
|
|
|
0.5
|
|
||
|
$
|
49.5
|
|
|
$
|
66.7
|
|
Long-term debt
|
|
|
|
||||
Revolving credit facility
|
$
|
125.0
|
|
|
$
|
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
|
625.6
|
|
|
—
|
|
||
Term Loan B Facility - USD
|
413.2
|
|
|
466.7
|
|
||
Term Loan B Facility - Euro
|
411.9
|
|
|
489.5
|
|
||
2024 Senior Notes
|
400.0
|
|
|
400.0
|
|
||
Other
|
2.4
|
|
|
1.4
|
|
||
|
2,264.9
|
|
|
1,837.5
|
|
||
Long-term deferred financing fees
|
(74.9
|
)
|
|
(50.4
|
)
|
||
|
$
|
2,190.0
|
|
|
$
|
1,787.1
|
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
Revolving debt borrowings (repayments), net
|
$
|
50.0
|
|
|
$
|
75.0
|
|
|
|
|
|
||||
Proceeds from Delayed Draw Term Loan A Facility
|
$
|
—
|
|
|
$
|
250.0
|
|
Proceeds from Term Loan A-1 Facility under the Credit Agreement
|
650.0
|
|
|
—
|
|
||
Proceeds from Term Loan B Facility - Euro
|
—
|
|
|
73.3
|
|
||
International short-term uncommitted lines of credit borrowings
|
75.9
|
|
|
50.8
|
|
||
Other debt borrowings
|
$
|
725.9
|
|
|
$
|
374.1
|
|
|
|
|
|
||||
Payments on Term Loan A Facility
|
$
|
(75.0
|
)
|
|
$
|
(17.3
|
)
|
Payments on Delayed Draw Term Loan A Facility
|
(83.2
|
)
|
|
(6.3
|
)
|
||
Payments on Term Loan A-1 Facility under the Credit Agreement
|
(8.1
|
)
|
|
—
|
|
||
Payments on Term Loan B Facility - USD
|
(53.0
|
)
|
|
(326.1
|
)
|
||
Payments on Term Loan B Facility - Euro
|
(55.6
|
)
|
|
(4.6
|
)
|
||
Payments on European Investment Bank
|
—
|
|
|
(63.1
|
)
|
||
International short-term uncommitted lines of credit and other repayments
|
(62.8
|
)
|
|
(41.4
|
)
|
||
Other debt repayments
|
$
|
(337.7
|
)
|
|
$
|
(458.8
|
)
|
•
|
a maximum allowable total net debt to adjusted EBITDA leverage ratio of
7.00
to
1.00
as of
December 31, 2018
(reducing to
6.50
on June 30, 2020,
6.25
on December 31, 2020,
6.00
on June 30, 2021, and
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
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 percent
.
|
(ii)
|
EURIBOR with a floor of 0.0 percent
.
|
|
Maturities of
Long-Term Debt |
||
2019
|
$
|
49.5
|
|
2020
|
438.2
|
|
|
2021
|
26.5
|
|
|
2022
|
603.3
|
|
|
Thereafter
|
1,196.9
|
|
|
|
$
|
2,314.4
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Balance at January 1
|
$
|
492.1
|
|
|
$
|
44.1
|
|
|
$
|
—
|
|
Purchase of noncontrolling interests
|
—
|
|
|
—
|
|
|
44.1
|
|
|||
Other comprehensive income
|
(19.3
|
)
|
|
32.8
|
|
|
—
|
|
|||
Redemption value adjustment
|
2.8
|
|
|
32.0
|
|
|
—
|
|
|||
Redemption of shares
|
(345.2
|
)
|
|
(3.5
|
)
|
|
—
|
|
|||
Reclassification of noncontrolling interest
|
—
|
|
|
386.7
|
|
|
—
|
|
|||
Balance at December 31
|
$
|
130.4
|
|
|
$
|
492.1
|
|
|
$
|
44.1
|
|
|
Translation
|
|
Foreign Currency Hedges
|
|
Interest Rate Hedges
|
|
Pension and Other Post-Retirement Benefits
|
|
Other
|
|
Accumulated Other Comprehensive Loss
|
||||||||||||
Balance at December 31, 2016
|
$
|
(251.2
|
)
|
|
$
|
(5.7
|
)
|
|
$
|
4.6
|
|
|
$
|
(89.3
|
)
|
|
$
|
0.3
|
|
|
$
|
(341.3
|
)
|
Other comprehensive income (loss) before reclassifications
(1)
|
134.4
|
|
|
0.6
|
|
|
3.9
|
|
|
3.4
|
|
|
(0.2
|
)
|
|
142.1
|
|
||||||
Amounts reclassified from AOCI
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|
3.3
|
|
|
—
|
|
|
2.9
|
|
||||||
Net current period other comprehensive income (loss)
|
134.4
|
|
|
0.6
|
|
|
3.5
|
|
|
6.7
|
|
|
(0.2
|
)
|
|
145.0
|
|
||||||
Balance at December 31, 2017
|
$
|
(116.8
|
)
|
|
$
|
(5.1
|
)
|
|
$
|
8.1
|
|
|
$
|
(82.6
|
)
|
|
$
|
0.1
|
|
|
$
|
(196.3
|
)
|
Adoption of accounting standard
|
(9.1
|
)
|
|
(1.0
|
)
|
|
1.3
|
|
|
(20.2
|
)
|
|
—
|
|
|
(29.0
|
)
|
||||||
Other comprehensive income (loss) before reclassifications
(1)
|
(65.6
|
)
|
|
4.2
|
|
|
(1.4
|
)
|
|
(18.6
|
)
|
|
—
|
|
|
(81.4
|
)
|
||||||
Amounts reclassified from AOCI
|
—
|
|
|
—
|
|
|
2.6
|
|
|
0.4
|
|
|
—
|
|
|
3.0
|
|
||||||
Net current period other comprehensive income (loss)
|
(74.7
|
)
|
|
3.2
|
|
|
2.5
|
|
|
(38.4
|
)
|
|
—
|
|
|
(107.4
|
)
|
||||||
Balance at December 31, 2018
|
$
|
(191.5
|
)
|
|
$
|
(1.9
|
)
|
|
$
|
10.6
|
|
|
$
|
(121.0
|
)
|
|
$
|
0.1
|
|
|
$
|
(303.7
|
)
|
(1)
|
Other comprehensive income (loss) before reclassifications within the translation component excludes (gains)/losses of
$3.9
and
$(5.9)
and translation attributable to noncontrolling interests for
December 31, 2018
and
2017
, respectively.
|
|
2018
|
|
2017
|
|
|
||||
|
Amount Reclassified from AOCI
|
|
Amount Reclassified from AOCI
|
|
Affected Line Item in the Statement of Operations
|
||||
Interest rate hedges (net of tax of $(0.6) and (0.1), respectively)
|
$
|
2.6
|
|
|
$
|
(0.4
|
)
|
|
Interest expense
|
Pension and post-retirement benefits:
|
|
|
|
|
|
||||
Net actuarial losses recognized during the year (net of tax of $(1.1) and $(3.3), respectively)
|
4.8
|
|
|
2.2
|
|
|
(1)
|
||
Net actuarial gains (losses) recognized due to settlement (net of tax of $(1.3) and $0.4, respectively)
|
(3.5
|
)
|
|
(0.2
|
)
|
|
(1)
|
||
Currency impact (net of tax of $(0.3) and $(1.9), respectively)
|
(0.9
|
)
|
|
1.3
|
|
|
(1)
|
||
|
0.4
|
|
|
3.3
|
|
|
|
||
Total reclassifications for the period
|
$
|
3.0
|
|
|
$
|
2.9
|
|
|
|
(1)
|
Pension and other post-retirement benefits AOCI components are included in the computation of net periodic benefit cost (refer to
note 15
).
|
|
|
For the year ended December 31, 2016
|
||
Net sales
|
|
|
||
Services
|
|
$
|
16.3
|
|
Products
|
|
8.5
|
|
|
|
|
24.8
|
|
|
Cost of sales
|
|
|
||
Services
|
|
15.1
|
|
|
Products
|
|
6.9
|
|
|
|
|
22.0
|
|
|
Gross profit
|
|
2.8
|
|
|
Selling and administrative expense
|
|
4.8
|
|
|
Loss from discontinued operations before taxes
|
|
(2.0
|
)
|
|
Income tax benefit
|
|
(0.7
|
)
|
|
|
|
(1.3
|
)
|
|
|
|
|
||
Gain on sale of discontinued operations before taxes
|
|
239.5
|
|
|
Income tax expense
|
|
94.5
|
|
|
Gain on sale of discontinued operations, net of tax
|
|
145.0
|
|
|
Income from discontinued operations, net of tax
|
|
$
|
143.7
|
|
|
Retirement Benefits
|
|
Other Benefits
|
||||||||||||||||||||
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
|
|
|
||||||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||||||
Change in benefit obligation
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Benefit obligation at beginning of year
|
$
|
569.0
|
|
|
$
|
554.5
|
|
|
$
|
452.0
|
|
|
$
|
546.9
|
|
|
$
|
9.9
|
|
|
$
|
10.8
|
|
Service cost
|
3.9
|
|
|
3.9
|
|
|
11.0
|
|
|
10.5
|
|
|
—
|
|
|
—
|
|
||||||
Interest cost
|
20.6
|
|
|
22.9
|
|
|
6.2
|
|
|
5.7
|
|
|
0.4
|
|
|
0.4
|
|
||||||
Actuarial (gain) loss
|
(41.3
|
)
|
|
17.9
|
|
|
(3.5
|
)
|
|
7.5
|
|
|
(1.6
|
)
|
|
(0.5
|
)
|
||||||
Plan participant contributions
|
—
|
|
|
—
|
|
|
1.4
|
|
|
1.3
|
|
|
—
|
|
|
—
|
|
||||||
Benefits paid
|
(30.0
|
)
|
|
(30.2
|
)
|
|
(17.3
|
)
|
|
(10.0
|
)
|
|
(0.8
|
)
|
|
(0.8
|
)
|
||||||
Plan amendments
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.8
|
)
|
|
—
|
|
|
—
|
|
||||||
Special termination benefits
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
||||||
Settlements
|
—
|
|
|
—
|
|
|
(7.7
|
)
|
|
(191.4
|
)
|
|
—
|
|
|
—
|
|
||||||
Foreign currency impact
|
—
|
|
|
—
|
|
|
(18.1
|
)
|
|
59.2
|
|
|
—
|
|
|
—
|
|
||||||
Acquired benefit plans and other
|
—
|
|
|
—
|
|
|
2.5
|
|
|
23.0
|
|
|
7.4
|
|
|
—
|
|
||||||
Benefit obligation at end of year
|
522.2
|
|
|
569.0
|
|
|
426.5
|
|
|
452.0
|
|
|
15.3
|
|
|
9.9
|
|
||||||
Change in plan assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fair value of plan assets at beginning of year
|
378.7
|
|
|
351.7
|
|
|
359.5
|
|
|
482.9
|
|
|
—
|
|
|
—
|
|
||||||
Actual return on plan assets
|
(20.3
|
)
|
|
53.6
|
|
|
2.2
|
|
|
12.7
|
|
|
—
|
|
|
—
|
|
||||||
Employer contributions
|
17.6
|
|
|
3.6
|
|
|
16.9
|
|
|
1.3
|
|
|
0.8
|
|
|
0.8
|
|
||||||
Plan participant contributions
|
—
|
|
|
—
|
|
|
1.4
|
|
|
1.3
|
|
|
—
|
|
|
—
|
|
||||||
Benefits paid
|
(30.0
|
)
|
|
(30.2
|
)
|
|
(17.3
|
)
|
|
(10.0
|
)
|
|
(0.8
|
)
|
|
(0.8
|
)
|
||||||
Foreign currency impact
|
—
|
|
|
—
|
|
|
(14.4
|
)
|
|
51.7
|
|
|
—
|
|
|
—
|
|
||||||
Acquired benefit plans and other
|
—
|
|
|
—
|
|
|
0.3
|
|
|
11.0
|
|
|
—
|
|
|
—
|
|
||||||
Settlements
|
—
|
|
|
—
|
|
|
(7.7
|
)
|
|
(191.4
|
)
|
|
—
|
|
|
—
|
|
||||||
Fair value of plan assets at end of year
|
346.0
|
|
|
378.7
|
|
|
340.9
|
|
|
359.5
|
|
|
—
|
|
|
—
|
|
||||||
Funded status
|
$
|
(176.2
|
)
|
|
$
|
(190.3
|
)
|
|
$
|
(85.6
|
)
|
|
$
|
(92.5
|
)
|
|
$
|
(15.3
|
)
|
|
$
|
(9.9
|
)
|
Amounts recognized in balance sheets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Noncurrent assets
|
$
|
—
|
|
|
$
|
0.3
|
|
|
$
|
—
|
|
|
$
|
6.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Current liabilities
|
3.4
|
|
|
3.5
|
|
|
3.2
|
|
|
3.2
|
|
|
1.1
|
|
|
1.1
|
|
||||||
Noncurrent liabilities
(1)
|
172.7
|
|
|
187.1
|
|
|
82.4
|
|
|
96.2
|
|
|
14.2
|
|
|
8.8
|
|
||||||
Accumulated other comprehensive loss:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Unrecognized net actuarial gain (loss)
(2)
|
(151.3
|
)
|
|
(154.4
|
)
|
|
19.0
|
|
|
27.7
|
|
|
(6.3
|
)
|
|
(0.5
|
)
|
||||||
Unrecognized prior service benefit (cost)
(2)
|
—
|
|
|
—
|
|
|
0.7
|
|
|
0.8
|
|
|
—
|
|
|
—
|
|
||||||
Net amount recognized
|
$
|
24.8
|
|
|
$
|
35.9
|
|
|
$
|
105.3
|
|
|
$
|
121.0
|
|
|
$
|
9.0
|
|
|
$
|
9.4
|
|
(1)
|
Included in the consolidated balance sheets in pensions, post-retirement and other benefits.
|
(2)
|
Represents amounts in accumulated other comprehensive loss that have not yet been recognized as components of net periodic benefit cost.
|
|
Retirement Benefits
|
|
Other Benefits
|
||||||||||||||||||||
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
|
|
|
||||||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||||||
Change in accumulated other comprehensive loss
|
|
|
|
|
|
|
|||||||||||||||||
Balance at beginning of year
|
$
|
(154.4
|
)
|
|
$
|
(170.1
|
)
|
|
$
|
28.5
|
|
|
$
|
27.7
|
|
|
$
|
(0.5
|
)
|
|
$
|
(1.1
|
)
|
Prior service cost occurring during the year
|
—
|
|
|
—
|
|
|
—
|
|
|
0.9
|
|
|
—
|
|
|
—
|
|
||||||
Net actuarial losses recognized during the year
|
6.6
|
|
|
5.9
|
|
|
(0.7
|
)
|
|
(0.4
|
)
|
|
—
|
|
|
—
|
|
||||||
Net actuarial gains (losses) occurring during the year
|
(3.6
|
)
|
|
9.8
|
|
|
(4.9
|
)
|
|
0.7
|
|
|
1.6
|
|
|
0.6
|
|
||||||
Net actuarial losses recognized due to settlement
|
—
|
|
|
—
|
|
|
(2.2
|
)
|
|
(0.6
|
)
|
|
—
|
|
|
—
|
|
||||||
Acquired benefit plans and other
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|
(3.0
|
)
|
|
(7.4
|
)
|
|
—
|
|
||||||
Foreign currency impact
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
|
3.2
|
|
|
—
|
|
|
—
|
|
||||||
Balance at end of year
|
$
|
(151.4
|
)
|
|
$
|
(154.4
|
)
|
|
$
|
19.8
|
|
|
$
|
28.5
|
|
|
$
|
(6.3
|
)
|
|
$
|
(0.5
|
)
|
|
Retirement Benefits
|
|
Other Benefits
|
||||||||||||||||||||||||||||||||
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
|
||||||||||||||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||||||||
Components of net periodic benefit cost
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Service cost
|
$
|
3.9
|
|
|
$
|
3.9
|
|
|
$
|
3.5
|
|
|
$
|
11.0
|
|
|
$
|
10.5
|
|
|
$
|
5.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest cost
|
20.6
|
|
|
22.9
|
|
|
24.7
|
|
|
6.2
|
|
|
5.7
|
|
|
2.7
|
|
|
0.4
|
|
|
0.4
|
|
|
0.5
|
|
|||||||||
Expected return on plan assets
|
(24.6
|
)
|
|
(25.9
|
)
|
|
(27.0
|
)
|
|
(10.5
|
)
|
|
(4.5
|
)
|
|
(3.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Recognized net actuarial loss
|
6.6
|
|
|
5.9
|
|
|
5.5
|
|
|
(0.7
|
)
|
|
(0.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|||||||||
Curtailment (gain) loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
(4.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Settlement gain
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.2
|
)
|
|
(0.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Net periodic benefit cost
|
$
|
6.5
|
|
|
$
|
6.8
|
|
|
$
|
6.7
|
|
|
$
|
3.8
|
|
|
$
|
10.8
|
|
|
$
|
0.1
|
|
|
$
|
0.4
|
|
|
$
|
0.4
|
|
|
$
|
0.7
|
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Projected benefit obligation
|
$
|
522.2
|
|
|
$
|
569.0
|
|
|
$
|
426.5
|
|
|
$
|
452.0
|
|
Accumulated benefit obligation
|
$
|
522.2
|
|
|
$
|
569.0
|
|
|
$
|
409.7
|
|
|
$
|
439.5
|
|
Fair value of plan assets
|
$
|
346.0
|
|
|
$
|
378.7
|
|
|
$
|
340.9
|
|
|
$
|
359.5
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||||
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||
Discount rate
|
4.34
|
%
|
|
3.71
|
%
|
|
1.60
|
%
|
|
1.45
|
%
|
|
4.34
|
%
|
|
3.71
|
%
|
Rate of compensation increase
|
N/A
|
|
|
N/A
|
|
|
2.82
|
%
|
|
2.75
|
%
|
|
N/A
|
|
|
N/A
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||||
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||
Discount rate
|
3.71
|
%
|
|
4.24
|
%
|
|
1.45
|
%
|
|
1.47
|
%
|
|
3.71
|
%
|
|
4.24
|
%
|
Expected long-term return on plan assets
|
6.80
|
%
|
|
7.40
|
%
|
|
2.97
|
%
|
|
1.34
|
%
|
|
N/A
|
|
|
N/A
|
|
Rate of compensation increase
|
N/A
|
|
|
N/A
|
|
|
2.75
|
%
|
|
2.76
|
%
|
|
N/A
|
|
|
N/A
|
|
|
2018
|
|
2017
|
||
Healthcare cost trend rate assumed for next year
|
6.5
|
%
|
|
6.8
|
%
|
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)
|
5.0
|
%
|
|
5.0
|
%
|
Year that rate reaches ultimate trend rate
|
2025
|
|
|
2025
|
|
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||
|
|
Target
|
|
Actual
|
|
Target
|
|
Actual
|
||||
|
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
Equity securities
|
|
45%
|
|
44%
|
|
46%
|
|
40%
|
|
40%
|
|
24%
|
Debt securities
|
|
40%
|
|
41%
|
|
40%
|
|
27%
|
|
27%
|
|
26%
|
Real estate
|
|
5%
|
|
6%
|
|
5%
|
|
10%
|
|
10%
|
|
11%
|
Other
|
|
10%
|
|
9%
|
|
9%
|
|
23%
|
|
23%
|
|
39%
|
Total
|
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||||||||||||||||||||||
|
|
Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||||||||
Cash and short-term investments
|
|
$
|
3.0
|
|
|
$
|
3.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
34.0
|
|
|
$
|
34.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Mutual funds
|
|
26.8
|
|
|
26.8
|
|
|
—
|
|
|
—
|
|
|
125.2
|
|
|
125.2
|
|
|
—
|
|
|
—
|
|
||||||||
Equity securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
U.S. mid cap value
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.1
|
|
|
3.1
|
|
|
—
|
|
|
—
|
|
||||||||
U.S. small cap core
|
|
17.2
|
|
|
17.2
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
||||||||
International developed markets
|
|
34.5
|
|
|
34.5
|
|
|
—
|
|
|
—
|
|
|
7.7
|
|
|
7.7
|
|
|
—
|
|
|
—
|
|
||||||||
Emerging markets
|
|
17.8
|
|
|
—
|
|
|
17.8
|
|
|
—
|
|
|
0.4
|
|
|
0.4
|
|
|
—
|
|
|
—
|
|
||||||||
Fixed income securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
U.S. corporate bonds
|
|
45.6
|
|
|
—
|
|
|
45.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
International corporate bonds
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
76.8
|
|
|
1.3
|
|
|
75.5
|
|
|
—
|
|
||||||||
U.S. government
|
|
7.4
|
|
|
—
|
|
|
7.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Fixed and index funds
|
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
14.7
|
|
|
14.7
|
|
|
—
|
|
|
—
|
|
||||||||
Common collective trusts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Real estate (a)
|
|
20.8
|
|
|
—
|
|
|
—
|
|
|
20.8
|
|
|
5.0
|
|
|
—
|
|
|
5.0
|
|
|
—
|
|
||||||||
Other (b)
|
|
145.6
|
|
|
—
|
|
|
145.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Alternative investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Multi-strategy hedge funds (c)
|
|
19.3
|
|
|
—
|
|
|
—
|
|
|
19.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Private equity funds (d)
|
|
7.9
|
|
|
—
|
|
|
—
|
|
|
7.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Other alternative investments (e)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
73.7
|
|
|
—
|
|
|
1.9
|
|
|
71.8
|
|
||||||||
Fair value of plan assets at end of year
|
|
$
|
346.0
|
|
|
$
|
81.5
|
|
|
$
|
216.5
|
|
|
$
|
48.0
|
|
|
$
|
340.9
|
|
|
$
|
186.7
|
|
|
$
|
82.4
|
|
|
$
|
71.8
|
|
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||||||||||||||||||||||
|
|
Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||||||||
Cash and short-term investments
|
|
$
|
3.5
|
|
|
$
|
3.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
82.5
|
|
|
$
|
82.1
|
|
|
$
|
0.4
|
|
|
$
|
—
|
|
Mutual funds
|
|
32.0
|
|
|
32.0
|
|
|
—
|
|
|
—
|
|
|
77.5
|
|
|
77.5
|
|
|
—
|
|
|
—
|
|
||||||||
Equity securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
U.S. mid cap value
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.7
|
|
|
0.7
|
|
|
—
|
|
|
—
|
|
||||||||
U.S. small cap core
|
|
19.0
|
|
|
19.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
International developed markets
|
|
39.3
|
|
|
39.3
|
|
|
—
|
|
|
—
|
|
|
11.2
|
|
|
11.2
|
|
|
—
|
|
|
—
|
|
||||||||
Emerging markets
|
|
19.5
|
|
|
—
|
|
|
19.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Fixed income securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
U.S. corporate bonds
|
|
50.0
|
|
|
—
|
|
|
50.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
International corporate bonds
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
86.9
|
|
|
5.9
|
|
|
81.0
|
|
|
—
|
|
||||||||
U.S. government
|
|
7.7
|
|
|
—
|
|
|
7.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Fixed and index funds
|
|
0.6
|
|
|
—
|
|
|
0.6
|
|
|
—
|
|
|
11.7
|
|
|
7.4
|
|
|
4.3
|
|
|
—
|
|
||||||||
Common collective trusts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Real estate (a)
|
|
19.2
|
|
|
—
|
|
|
—
|
|
|
19.2
|
|
|
4.7
|
|
|
—
|
|
|
4.7
|
|
|
—
|
|
||||||||
Other (b)
|
|
159.9
|
|
|
—
|
|
|
159.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Alternative investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Multi-strategy hedge funds (c)
|
|
18.9
|
|
|
—
|
|
|
—
|
|
|
18.9
|
|
|
1.6
|
|
|
—
|
|
|
1.6
|
|
|
—
|
|
||||||||
Private equity funds (d)
|
|
9.1
|
|
|
—
|
|
|
—
|
|
|
9.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Other alternative investments (e)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
82.7
|
|
|
—
|
|
|
0.9
|
|
|
81.8
|
|
||||||||
Fair value of plan assets at end of year
|
|
$
|
378.7
|
|
|
$
|
93.8
|
|
|
$
|
237.7
|
|
|
$
|
47.2
|
|
|
$
|
359.5
|
|
|
$
|
184.8
|
|
|
$
|
92.9
|
|
|
$
|
81.8
|
|
(a)
|
Real estate common collective trust.
The objective of the real estate common collective trust (CCT) is to achieve long-term returns through investments in a broadly diversified portfolio of improved properties with stabilized occupancies. As of
December 31, 2018
, investments in this CCT, for U.S. plans, included approximately
37 percent
office,
23 percent
residential,
26 percent
retail and
14 percent
industrial, cash and other. As of
December 31, 2017
, investments in this CCT, for U.S. plans, included approximately
41 percent
office,
21 percent
residential,
27 percent
retail and
11 percent
industrial, cash and other. Investments in the real estate CCT can be redeemed once per quarter subject to available cash, with a
30-day notice
.
|
(b)
|
Other common collective trusts.
At
December 31, 2018
, approximately
61 percent
of the other CCTs are invested in fixed income securities including approximately
23 percent
in mortgage-backed securities,
51 percent
in corporate bonds and
26 percent
in U.S. Treasury and other. Approximately
39 percent
of the other CCTs at
December 31, 2018
are invested in Russell 1000 Fund large cap index funds. At
December 31, 2017
, approximately
59 percent
of the other CCTs are invested in fixed-income securities including approximately
15 percent
in mortgage-backed securities,
54 percent
in corporate bonds and
31 percent
in U.S. Treasury and other. Approximately
41 percent
of the other CCTs at
December 31, 2017
are invested in Russell 1000 Fund large cap index funds. Investments in fixed-income securities can be redeemed
daily
.
|
(c)
|
Multi-strategy hedge funds.
The objective of the multi-strategy hedge funds is to diversify risks and reduce volatility. At
December 31, 2018
and
2017
, investments in this class for U.S. plans include approximately
44 percent
and
50 percent
long/short equity, respectively,
54 percent
and
45 percent
arbitrage and event investments, respectively, and
2 percent
and
5 percent
in directional trading, fixed income and other, respectively. Investments in the multi-strategy hedge fund can be redeemed semi-annually with
a 95-day notice
.
|
(d)
|
Private equity funds.
The objective of the private equity funds is to achieve long-term returns through investments in a diversified portfolio of private equity limited partnerships that offer a variety of investment strategies, targeting low volatility and low correlation to traditional asset classes. As of
December 31, 2018
and
2017
, investments in these private equity funds include approximately
43 percent
and
42 percent
, respectively, in buyout private equity funds that usually invest in mature companies with established business plans, approximately
34 percent
and
25 percent
, respectively, in special situations private equity and debt funds that focus on niche investment strategies and approximately
23 percent
and
33 percent
respectively, in venture private equity funds that invest in early development or expansion of business. Investments in the private equity fund can be redeemed only with written
|
(e)
|
Other alternative investments.
Following the Acquisition, the Company’s plan assets were expanded with a combination of insurance contracts, multi-strategy investment funds and company-owned real estate. The fair value for these assets is determined based on the NAV as reported by the underlying investment manager, insurance companies and the trustees of the CTA.
|
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Balance, January 1
|
|
$
|
47.2
|
|
|
$
|
47.4
|
|
|
$
|
81.8
|
|
|
$
|
230.6
|
|
Dispositions
|
|
(2.8
|
)
|
|
(4.3
|
)
|
|
4.9
|
|
|
(175.3
|
)
|
||||
Realized and unrealized gain (loss), net
|
|
3.6
|
|
|
4.1
|
|
|
(14.9
|
)
|
|
26.5
|
|
||||
Balance, December 31
|
|
$
|
48.0
|
|
|
$
|
47.2
|
|
|
$
|
71.8
|
|
|
$
|
81.8
|
|
|
U.S. Pension Benefits
|
|
Non-U.S. Pension Benefits
|
|
Other Benefits
|
||||||
Amount of net loss (gain)
|
$
|
5.0
|
|
|
$
|
(1.5
|
)
|
|
$
|
—
|
|
|
U.S. Pension Benefits
|
Non-U.S. Pension Benefits
|
|
Other Benefits
|
|
Other Benefits
after Medicare Part D Subsidy |
||||||||
2019
|
$
|
28.4
|
|
$
|
30.8
|
|
|
$
|
0.9
|
|
|
$
|
0.8
|
|
2020
|
$
|
29.1
|
|
$
|
27.9
|
|
|
$
|
0.9
|
|
|
$
|
0.8
|
|
2021
|
$
|
29.8
|
|
$
|
27.9
|
|
|
$
|
0.8
|
|
|
$
|
0.8
|
|
2022
|
$
|
30.4
|
|
$
|
25.1
|
|
|
$
|
0.8
|
|
|
$
|
0.7
|
|
2023
|
$
|
30.9
|
|
$
|
31.7
|
|
|
$
|
0.8
|
|
|
$
|
0.7
|
|
2024-2028
|
$
|
160.4
|
|
$
|
132.9
|
|
|
$
|
3.1
|
|
|
$
|
2.8
|
|
|
Total
|
|
Real Estate
|
|
Vehicles and Equipment (a)
|
||||||
2019
|
$
|
81.4
|
|
|
$
|
50.0
|
|
|
$
|
31.4
|
|
2020
|
57.6
|
|
|
33.8
|
|
|
23.8
|
|
|||
2021
|
35.9
|
|
|
26.8
|
|
|
9.1
|
|
|||
2022
|
22.9
|
|
|
19.6
|
|
|
3.3
|
|
|||
2023
|
17.4
|
|
|
16.0
|
|
|
1.4
|
|
|||
Thereafter
|
8.6
|
|
|
8.6
|
|
|
—
|
|
|||
|
$
|
223.8
|
|
|
$
|
154.8
|
|
|
$
|
69.0
|
|
(a)
|
The Company leases vehicles with contractual terms of
36
to
60 months
that are cancellable after
12 months
without penalty. Future minimum lease payments reflect only the minimum payments of the historical average holding period of these vehicles.
|
Derivative instrument
|
|
Classification on consolidated statement of operations
|
|
2018
|
|
2017
|
|
2016
|
||||||
Non-designated hedges and interest rate swaps
|
|
Interest expense
|
|
$
|
(2.9
|
)
|
|
$
|
(4.3
|
)
|
|
$
|
(5.1
|
)
|
Foreign currency option contracts gain - acquisition related
|
|
Miscellaneous, net
|
|
—
|
|
|
—
|
|
|
35.6
|
|
|||
Foreign exchange forward contracts and cash flow hedges
|
|
Net sales
|
|
2.4
|
|
|
—
|
|
|
—
|
|
|||
Foreign exchange forward contracts and cash flow hedges
|
|
Cost of Sales
|
|
0.6
|
|
|
—
|
|
|
—
|
|
|||
Foreign exchange forward contracts and cash flow hedges
|
|
Foreign exchange gain (loss), net
|
|
(10.4
|
)
|
|
6.3
|
|
|
4.4
|
|
|||
Foreign exchange forward contracts - acquisition related
|
|
Miscellaneous, net
|
|
—
|
|
|
—
|
|
|
(26.4
|
)
|
|||
Total
|
|
|
|
$
|
(10.3
|
)
|
|
$
|
2.0
|
|
|
$
|
8.5
|
|
Foreign Currency Derivative
|
|
Number of Instruments
|
|
Notional Sold
|
|
Notional Purchased
|
|||||
Currency forward agreements (EUR-GBP)
|
|
12
|
|
|
27.5
|
|
GBP
|
|
30.9
|
|
EUR
|
|
Classification on consolidated balance sheets
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 1
|
|
Level 2
|
|||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||
Certificates of deposit
|
Short-term investments
|
|
$
|
33.5
|
|
|
$
|
—
|
|
|
$
|
81.4
|
|
|
$
|
—
|
|
Assets held in rabbi trusts
|
Securities and other investments
|
|
6.3
|
|
|
—
|
|
|
9.4
|
|
|
—
|
|
||||
Foreign exchange forward contracts
|
Other current assets
|
|
—
|
|
|
3.4
|
|
|
—
|
|
|
6.7
|
|
||||
Interest rate swaps
|
Other current assets
|
|
—
|
|
|
5.3
|
|
|
—
|
|
|
2.2
|
|
||||
Interest rate swaps
|
Securities and other investments
|
|
—
|
|
|
4.8
|
|
|
—
|
|
|
7.6
|
|
||||
Total
|
|
|
$
|
39.8
|
|
|
$
|
13.5
|
|
|
$
|
90.8
|
|
|
$
|
16.5
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange forward contracts
|
Other current liabilities
|
|
$
|
—
|
|
|
$
|
3.1
|
|
|
$
|
—
|
|
|
$
|
10.2
|
|
Interest rate swaps
|
Other current liabilities
|
|
—
|
|
|
3.6
|
|
|
—
|
|
|
5.5
|
|
||||
Deferred compensation
|
Other liabilities
|
|
6.3
|
|
|
—
|
|
|
9.4
|
|
|
—
|
|
||||
Total
|
|
|
$
|
6.3
|
|
|
$
|
6.7
|
|
|
$
|
9.4
|
|
|
$
|
15.7
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
||||||||
2024 Senior Notes
|
$
|
242.0
|
|
|
$
|
400.0
|
|
|
$
|
425.0
|
|
|
$
|
400.0
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net sales summary by segment
|
|
|
|
|
|
||||||
Eurasia Banking
|
$
|
1,800.2
|
|
|
$
|
1,903.4
|
|
|
$
|
1,232.6
|
|
Americas Banking
|
1,515.7
|
|
|
1,525.6
|
|
|
1,567.3
|
|
|||
Retail
|
1,262.7
|
|
|
1,180.3
|
|
|
516.4
|
|
|||
Total customer revenues
|
$
|
4,578.6
|
|
|
$
|
4,609.3
|
|
|
$
|
3,316.3
|
|
|
|
|
|
|
|
||||||
Intersegment revenues
|
|
|
|
|
|
||||||
Eurasia Banking
|
$
|
161.1
|
|
|
$
|
105.0
|
|
|
$
|
63.5
|
|
Americas Banking
|
13.8
|
|
|
25.9
|
|
|
38.5
|
|
|||
Retail
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total intersegment revenues
|
$
|
174.9
|
|
|
$
|
130.9
|
|
|
$
|
102.0
|
|
|
|
|
|
|
|
||||||
Segment operating profit
|
|
|
|
|
|
||||||
Eurasia Banking
|
$
|
147.1
|
|
|
$
|
126.8
|
|
|
$
|
88.2
|
|
Americas Banking
|
27.6
|
|
|
68.1
|
|
|
101.8
|
|
|||
Retail
|
50.3
|
|
|
87.9
|
|
|
34.0
|
|
|||
Total segment operating profit
|
$
|
225.0
|
|
|
$
|
282.8
|
|
|
$
|
224.0
|
|
|
|
|
|
|
|
||||||
Corporate charges not allocated to segments
(1)
|
$
|
(62.7
|
)
|
|
$
|
(62.6
|
)
|
|
$
|
(69.3
|
)
|
Impairment of assets
|
(217.5
|
)
|
|
(3.1
|
)
|
|
(9.8
|
)
|
|||
Restructuring charges
|
(65.0
|
)
|
|
(49.4
|
)
|
|
(59.4
|
)
|
|||
Net non-routine expense
|
(242.7
|
)
|
|
(261.2
|
)
|
|
(255.3
|
)
|
|||
|
(587.9
|
)
|
|
(376.3
|
)
|
|
(393.8
|
)
|
|||
Operating loss
|
(362.9
|
)
|
|
(93.5
|
)
|
|
(169.8
|
)
|
|||
Other expense
|
(152.7
|
)
|
|
(98.4
|
)
|
|
(78.9
|
)
|
|||
Loss from continuing operations before taxes
|
$
|
(515.6
|
)
|
|
$
|
(191.9
|
)
|
|
$
|
(248.7
|
)
|
(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.
|
|
2018
|
|
2017
|
|
2016
|
||||||
Eurasia Banking
|
|
|
|
|
|
||||||
Services
|
$
|
1,111.8
|
|
|
$
|
1,133.1
|
|
|
$
|
637.3
|
|
Products
|
688.4
|
|
|
770.3
|
|
|
595.3
|
|
|||
Total Eurasia Banking
|
1,800.2
|
|
|
1,903.4
|
|
|
1,232.6
|
|
|||
Americas Banking
|
|
|
|
|
|
||||||
Services
|
1,025.8
|
|
|
1,043.9
|
|
|
1,068.1
|
|
|||
Products
|
489.9
|
|
|
481.7
|
|
|
499.2
|
|
|||
Total Americas Banking
|
1,515.7
|
|
|
1,525.6
|
|
|
1,567.3
|
|
|||
Retail
|
|
|
|
|
|
||||||
Services
|
651.9
|
|
|
608.3
|
|
|
202.6
|
|
|||
Products
|
610.8
|
|
|
572.0
|
|
|
313.8
|
|
|||
Total Retail
|
1,262.7
|
|
|
1,180.3
|
|
|
516.4
|
|
|||
Total
|
$
|
4,578.6
|
|
|
$
|
4,609.3
|
|
|
$
|
3,316.3
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Americas
|
|
|
|
|
|
||||||
United States
|
$
|
1,047.7
|
|
|
$
|
1,049.5
|
|
|
$
|
1,093.6
|
|
Other Americas
|
556.7
|
|
|
556.3
|
|
|
568.7
|
|
|||
Total Americas
|
1,604.4
|
|
|
1,605.8
|
|
|
1,662.3
|
|
|||
EMEA
|
|
|
|
|
|
||||||
Germany
|
876.2
|
|
|
843.0
|
|
|
329.4
|
|
|||
Other EMEA
|
1,583.8
|
|
|
1,537.1
|
|
|
853.8
|
|
|||
Total EMEA
|
2,460.0
|
|
|
2,380.1
|
|
|
1,183.2
|
|
|||
AP
|
|
|
|
|
|
||||||
Total AP
|
514.2
|
|
|
623.4
|
|
|
470.8
|
|
|||
Total net sales
|
$
|
4,578.6
|
|
|
$
|
4,609.3
|
|
|
$
|
3,316.3
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Property, plant and equipment, net
|
|
|
|
|
|
||||||
United States
|
$
|
77.8
|
|
|
$
|
91.7
|
|
|
$
|
111.2
|
|
Germany
|
168.2
|
|
|
205.3
|
|
|
199.7
|
|
|||
Other international
|
58.1
|
|
|
67.5
|
|
|
76.1
|
|
|||
Total property, plant and equipment, net
|
$
|
304.1
|
|
|
$
|
364.5
|
|
|
$
|
387.0
|
|
Timing of revenue recognition
|
|
2018
|
|
2017
|
Products transferred at a point in time
|
|
39%
|
|
40%
|
Products and services transferred over time
|
|
61%
|
|
60%
|
Net sales
|
|
100%
|
|
100%
|
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||||||||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||||||||||
Net sales
|
$
|
1,064.2
|
|
|
$
|
1,102.8
|
|
|
$
|
1,105.6
|
|
|
$
|
1,133.9
|
|
|
$
|
1,119.0
|
|
|
$
|
1,122.7
|
|
|
$
|
1,289.8
|
|
|
$
|
1,249.9
|
|
Gross profit
|
238.4
|
|
|
239.8
|
|
|
217.7
|
|
|
237.1
|
|
|
227.0
|
|
|
236.8
|
|
|
207.8
|
|
|
286.1
|
|
||||||||
Net loss
|
(65.6
|
)
|
|
(54.5
|
)
|
|
(128.3
|
)
|
|
(24.1
|
)
|
|
(244.6
|
)
|
|
(32.6
|
)
|
|
(127.5
|
)
|
|
(102.7
|
)
|
||||||||
Net income (loss) attributable to noncontrolling interests
|
7.6
|
|
|
6.6
|
|
|
5.1
|
|
|
7.0
|
|
|
(6.1
|
)
|
|
6.6
|
|
|
(3.9
|
)
|
|
7.4
|
|
||||||||
Net loss attributable to Diebold Nixdorf, Incorporated
|
$
|
(73.2
|
)
|
|
$
|
(61.1
|
)
|
|
$
|
(133.4
|
)
|
|
$
|
(31.1
|
)
|
|
$
|
(238.5
|
)
|
|
$
|
(39.2
|
)
|
|
$
|
(123.6
|
)
|
|
$
|
(110.1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic and diluted loss per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net loss attributable to Diebold Nixdorf, Incorporated
|
$
|
(0.97
|
)
|
|
$
|
(0.81
|
)
|
|
$
|
(1.76
|
)
|
|
$
|
(0.41
|
)
|
|
$
|
(3.13
|
)
|
|
$
|
(0.52
|
)
|
|
$
|
(1.62
|
)
|
|
$
|
(1.46
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic and diluted weighted-average shares outstanding
|
75.8
|
|
|
75.3
|
|
|
76.0
|
|
|
75.5
|
|
|
76.1
|
|
|
75.5
|
|
|
76.1
|
|
|
75.5
|
|
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2017
|
||||||||||||||
Results of operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Cost of sales - Services
|
$
|
1.7
|
|
|
$
|
2.3
|
|
|
$
|
1.6
|
|
|
$
|
0.4
|
|
|
$
|
0.5
|
|
|
$
|
2.8
|
|
|
$
|
1.9
|
|
Cost of sales - Products
|
$
|
0.8
|
|
|
$
|
0.4
|
|
|
$
|
0.4
|
|
|
$
|
0.3
|
|
|
$
|
0.8
|
|
|
$
|
0.4
|
|
|
$
|
0.4
|
|
Impairment of assets
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(6.9
|
)
|
|
$
|
—
|
|
|
$
|
25.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Income tax benefit
|
$
|
(0.2
|
)
|
|
$
|
(0.4
|
)
|
|
$
|
(0.2
|
)
|
|
$
|
(0.2
|
)
|
|
$
|
(0.5
|
)
|
|
$
|
(0.4
|
)
|
|
$
|
(0.5
|
)
|
Net income (loss) attributable to Diebold Nixdorf, Incorporated
|
$
|
(2.3
|
)
|
|
$
|
(2.4
|
)
|
|
$
|
5.1
|
|
|
$
|
(0.4
|
)
|
|
$
|
(25.9
|
)
|
|
$
|
(3.8
|
)
|
|
$
|
(1.9
|
)
|
Basic and diluted earnings (loss) per common share
|
$
|
(0.03
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
0.07
|
|
|
$
|
(0.01
|
)
|
|
$
|
(0.34
|
)
|
|
$
|
(0.05
|
)
|
|
$
|
(0.03
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Consolidated balance sheet data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Trade receivables, less allowances for doubtful accounts
|
$
|
(2.3
|
)
|
|
$
|
(2.0
|
)
|
|
$
|
(2.3
|
)
|
|
$
|
(2.0
|
)
|
|
$
|
(2.3
|
)
|
|
$
|
(2.1
|
)
|
|
$
|
(2.2
|
)
|
Inventories
|
$
|
(24.9
|
)
|
|
$
|
(16.3
|
)
|
|
$
|
(26.6
|
)
|
|
$
|
(16.7
|
)
|
|
$
|
(18.5
|
)
|
|
$
|
(20.5
|
)
|
|
$
|
(22.5
|
)
|
Other current assets
|
$
|
(3.5
|
)
|
|
$
|
(2.7
|
)
|
|
$
|
(3.8
|
)
|
|
$
|
(3.1
|
)
|
|
$
|
(3.9
|
)
|
|
$
|
(3.4
|
)
|
|
$
|
(3.5
|
)
|
Goodwill
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6.9
|
|
|
$
|
—
|
|
|
$
|
(18.2
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Deferred revenue
|
$
|
(1.0
|
)
|
|
$
|
(1.0
|
)
|
|
$
|
(1.0
|
)
|
|
$
|
(1.0
|
)
|
|
$
|
(1.0
|
)
|
|
$
|
(1.0
|
)
|
|
$
|
(1.0
|
)
|
Other current liabilities
|
$
|
(2.8
|
)
|
|
$
|
(1.8
|
)
|
|
$
|
(2.9
|
)
|
|
$
|
(2.1
|
)
|
|
$
|
(3.0
|
)
|
|
$
|
(2.5
|
)
|
|
$
|
(2.7
|
)
|
Redeemable noncontrolling interests
|
$
|
1.1
|
|
|
$
|
—
|
|
|
$
|
13.6
|
|
|
$
|
—
|
|
|
$
|
17.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total equity
|
$
|
(28.0
|
)
|
|
$
|
(18.2
|
)
|
|
$
|
(35.5
|
)
|
|
$
|
(18.7
|
)
|
|
$
|
(56.0
|
)
|
|
$
|
(22.5
|
)
|
|
$
|
(24.5
|
)
|
(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, as supplemented;
|
(iii)
|
Non-guarantor subsidiaries, on a combined basis;
|
(iv)
|
Consolidating entries and eliminations representing adjustments to (a) eliminate intercompany transactions between the Parent Company, the guarantor subsidiaries and the non-guarantor subsidiaries, (b) eliminate the investments in our subsidiaries, and (c) record consolidating entries; and
|
(v)
|
Diebold Nixdorf, Incorporated and subsidiaries on a consolidated basis.
|
|
Parent
|
|
Combined
Guarantor
Subsidiaries
|
|
Combined
Non-Guarantor
Subsidiaries
|
|
Reclassifications/
Eliminations
|
|
Consolidated
|
||||||||||
ASSETS
|
|||||||||||||||||||
Current assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash, cash equivalents and restricted cash
|
$
|
17.3
|
|
|
$
|
2.7
|
|
|
$
|
438.4
|
|
|
$
|
—
|
|
|
$
|
458.4
|
|
Short-term investments
|
—
|
|
|
—
|
|
|
33.5
|
|
|
—
|
|
|
33.5
|
|
|||||
Trade receivables, net
|
105.7
|
|
|
0.1
|
|
|
631.4
|
|
|
—
|
|
|
737.2
|
|
|||||
Intercompany receivables
|
205.3
|
|
|
606.3
|
|
|
425.1
|
|
|
(1,236.7
|
)
|
|
—
|
|
|||||
Inventories
|
164.8
|
|
|
—
|
|
|
445.3
|
|
|
—
|
|
|
610.1
|
|
|||||
Prepaid expenses
|
16.4
|
|
|
0.1
|
|
|
40.9
|
|
|
—
|
|
|
57.4
|
|
|||||
Other current assets
|
20.4
|
|
|
12.5
|
|
|
299.6
|
|
|
(25.7
|
)
|
|
306.8
|
|
|||||
Total current assets
|
529.9
|
|
|
621.7
|
|
|
2,314.2
|
|
|
(1,262.4
|
)
|
|
2,203.4
|
|
|||||
Securities and other investments
|
22.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22.4
|
|
|||||
Property, plant and equipment, net
|
76.9
|
|
|
0.8
|
|
|
226.4
|
|
|
—
|
|
|
304.1
|
|
|||||
Deferred income taxes
|
139.9
|
|
|
6.2
|
|
|
97.8
|
|
|
—
|
|
|
243.9
|
|
|||||
Goodwill
|
58.1
|
|
|
—
|
|
|
769.0
|
|
|
—
|
|
|
827.1
|
|
|||||
Intangible assets, net
|
30.8
|
|
|
—
|
|
|
593.8
|
|
|
—
|
|
|
624.6
|
|
|||||
Investment in subsidiaries
|
2,702.1
|
|
|
—
|
|
|
—
|
|
|
(2,702.1
|
)
|
|
—
|
|
|||||
Other assets
|
30.2
|
|
|
0.4
|
|
|
69.3
|
|
|
(13.5
|
)
|
|
86.4
|
|
|||||
Total assets
|
$
|
3,590.3
|
|
|
$
|
629.1
|
|
|
$
|
4,070.5
|
|
|
$
|
(3,978.0
|
)
|
|
$
|
4,311.9
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
|
|||||||||||||||||||
Current liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Notes payable
|
$
|
25.7
|
|
|
$
|
0.1
|
|
|
$
|
23.7
|
|
|
$
|
—
|
|
|
$
|
49.5
|
|
Accounts payable
|
88.1
|
|
|
—
|
|
|
421.4
|
|
|
—
|
|
|
509.5
|
|
|||||
Intercompany payable
|
1,030.8
|
|
|
60.8
|
|
|
145.1
|
|
|
(1,236.7
|
)
|
|
—
|
|
|||||
Deferred revenue
|
116.6
|
|
|
0.1
|
|
|
261.5
|
|
|
—
|
|
|
378.2
|
|
|||||
Payroll and other benefits liabilities
|
26.7
|
|
|
1.3
|
|
|
156.3
|
|
|
—
|
|
|
184.3
|
|
|||||
Other current liabilities
|
114.2
|
|
|
1.5
|
|
|
352.4
|
|
|
(21.2
|
)
|
|
446.9
|
|
|||||
Total current liabilities
|
1,402.1
|
|
|
63.8
|
|
|
1,360.4
|
|
|
(1,257.9
|
)
|
|
1,568.4
|
|
|||||
Long-term debt
|
2,172.5
|
|
|
—
|
|
|
17.5
|
|
|
—
|
|
|
2,190.0
|
|
|||||
Pensions, post-retirements and other benefits
|
183.7
|
|
|
—
|
|
|
90.1
|
|
|
—
|
|
|
273.8
|
|
|||||
Deferred income taxes
|
10.0
|
|
|
—
|
|
|
211.6
|
|
|
—
|
|
|
221.6
|
|
|||||
Other long-term liabilities
|
8.4
|
|
|
—
|
|
|
96.9
|
|
|
(18.0
|
)
|
|
87.3
|
|
|||||
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
||||||||||
Redeemable noncontrolling interests
|
—
|
|
|
—
|
|
|
130.4
|
|
|
—
|
|
|
130.4
|
|
|||||
Total Diebold Nixdorf, Incorporated shareholders' equity
|
(186.4
|
)
|
|
565.3
|
|
|
2,136.8
|
|
|
(2,702.1
|
)
|
|
(186.4
|
)
|
|||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
26.8
|
|
|
—
|
|
|
26.8
|
|
|||||
Total liabilities and equity
|
$
|
3,590.3
|
|
|
$
|
629.1
|
|
|
$
|
4,070.5
|
|
|
$
|
(3,978.0
|
)
|
|
$
|
4,311.9
|
|
|
Parent
|
|
Combined
Guarantor
Subsidiaries
|
|
Combined
Non-Guarantor
Subsidiaries
|
|
Reclassifications/
Eliminations
|
|
Consolidated
|
||||||||||
ASSETS
|
|||||||||||||||||||
Current assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash, cash equivalents and restricted cash
|
$
|
58.5
|
|
|
$
|
2.3
|
|
|
$
|
482.4
|
|
|
$
|
—
|
|
|
$
|
543.2
|
|
Short-term investments
|
—
|
|
|
—
|
|
|
81.4
|
|
|
—
|
|
|
81.4
|
|
|||||
Trade receivables, net
|
140.7
|
|
|
1.4
|
|
|
685.8
|
|
|
—
|
|
|
827.9
|
|
|||||
Intercompany receivables
|
106.7
|
|
|
638.4
|
|
|
384.0
|
|
|
(1,129.1
|
)
|
|
—
|
|
|||||
Inventories
|
159.4
|
|
|
—
|
|
|
555.1
|
|
|
—
|
|
|
714.5
|
|
|||||
Prepaid expenses
|
15.7
|
|
|
1.0
|
|
|
49.0
|
|
|
—
|
|
|
65.7
|
|
|||||
Other current assets
|
19.7
|
|
|
16.0
|
|
|
233.6
|
|
|
(21.8
|
)
|
|
247.5
|
|
|||||
Total current assets
|
500.7
|
|
|
659.1
|
|
|
2,471.3
|
|
|
(1,150.9
|
)
|
|
2,480.2
|
|
|||||
Securities and other investments
|
96.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
96.8
|
|
|||||
Property, plant and equipment, net
|
89.6
|
|
|
2.1
|
|
|
272.8
|
|
|
—
|
|
|
364.5
|
|
|||||
Deferred income taxes
|
150.8
|
|
|
8.0
|
|
|
135.0
|
|
|
—
|
|
|
293.8
|
|
|||||
Goodwill
|
55.5
|
|
|
—
|
|
|
1,061.6
|
|
|
—
|
|
|
1,117.1
|
|
|||||
Intangible assets, net
|
37.5
|
|
|
—
|
|
|
736.3
|
|
|
—
|
|
|
773.8
|
|
|||||
Investment in subsidiaries
|
2,810.9
|
|
|
—
|
|
|
—
|
|
|
(2,810.9
|
)
|
|
—
|
|
|||||
Other assets
|
47.2
|
|
|
1.1
|
|
|
74.0
|
|
|
(26.5
|
)
|
|
95.8
|
|
|||||
Total assets
|
$
|
3,789.0
|
|
|
$
|
670.3
|
|
|
$
|
4,751.0
|
|
|
$
|
(3,988.3
|
)
|
|
$
|
5,222.0
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
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
|
1,019.5
|
|
|
22.2
|
|
|
87.4
|
|
|
(1,129.1
|
)
|
|
—
|
|
|||||
Deferred revenue
|
115.8
|
|
|
0.6
|
|
|
320.1
|
|
|
—
|
|
|
436.5
|
|
|||||
Payroll and other benefits liabilities
|
26.1
|
|
|
2.2
|
|
|
170.6
|
|
|
—
|
|
|
198.9
|
|
|||||
Other current liabilities
|
112.4
|
|
|
2.8
|
|
|
438.0
|
|
|
(21.8
|
)
|
|
531.4
|
|
|||||
Total current liabilities
|
1,411.8
|
|
|
28.2
|
|
|
1,506.6
|
|
|
(1,150.9
|
)
|
|
1,795.7
|
|
|||||
Long-term debt
|
1,710.6
|
|
|
0.1
|
|
|
76.4
|
|
|
—
|
|
|
1,787.1
|
|
|||||
Pensions, post-retirements and other benefits
|
199.7
|
|
|
—
|
|
|
66.7
|
|
|
—
|
|
|
266.4
|
|
|||||
Deferred income taxes
|
10.0
|
|
|
—
|
|
|
277.1
|
|
|
—
|
|
|
287.1
|
|
|||||
Other long-term liabilities
|
11.4
|
|
|
—
|
|
|
126.4
|
|
|
(26.5
|
)
|
|
111.3
|
|
|||||
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
||||||||||
Redeemable noncontrolling interests
|
—
|
|
|
—
|
|
|
492.1
|
|
|
—
|
|
|
492.1
|
|
|||||
Total Diebold Nixdorf, Incorporated shareholders' equity
|
445.5
|
|
|
642.0
|
|
|
2,168.9
|
|
|
(2,810.9
|
)
|
|
445.5
|
|
|||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
36.8
|
|
|
—
|
|
|
36.8
|
|
|||||
Total liabilities and equity
|
$
|
3,789.0
|
|
|
$
|
670.3
|
|
|
$
|
4,751.0
|
|
|
$
|
(3,988.3
|
)
|
|
$
|
5,222.0
|
|
|
Parent
|
|
Combined
Guarantor
Subsidiaries
|
|
Combined
Non-Guarantor
Subsidiaries
|
|
Reclassifications/
Eliminations
|
|
Consolidated
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
2,158.9
|
|
|
$
|
0.5
|
|
|
$
|
2,419.3
|
|
|
$
|
(0.1
|
)
|
|
$
|
4,578.6
|
|
Cost of sales
|
1,994.1
|
|
|
1.9
|
|
|
1,691.8
|
|
|
(0.1
|
)
|
|
3,687.7
|
|
|||||
Gross profit (loss)
|
164.8
|
|
|
(1.4
|
)
|
|
727.5
|
|
|
—
|
|
|
890.9
|
|
|||||
Selling and administrative expense
|
306.6
|
|
|
4.9
|
|
|
574.1
|
|
|
—
|
|
|
885.6
|
|
|||||
Research, development and engineering expense
|
2.8
|
|
|
44.6
|
|
|
110.0
|
|
|
—
|
|
|
157.4
|
|
|||||
Impairment of assets
|
—
|
|
|
—
|
|
|
217.5
|
|
|
—
|
|
|
217.5
|
|
|||||
(Gain) loss on sale of assets, net
|
(3.4
|
)
|
|
0.1
|
|
|
(3.4
|
)
|
|
—
|
|
|
(6.7
|
)
|
|||||
|
306.0
|
|
|
49.6
|
|
|
898.2
|
|
|
—
|
|
|
1,253.8
|
|
|||||
Operating loss
|
(141.2
|
)
|
|
(51.0
|
)
|
|
(170.7
|
)
|
|
—
|
|
|
(362.9
|
)
|
|||||
Other income (expense)
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income
|
0.3
|
|
|
0.1
|
|
|
8.3
|
|
|
—
|
|
|
8.7
|
|
|||||
Interest expense
|
(140.7
|
)
|
|
—
|
|
|
(14.2
|
)
|
|
—
|
|
|
(154.9
|
)
|
|||||
Foreign exchange (loss) gain, net
|
(17.3
|
)
|
|
(0.2
|
)
|
|
15.0
|
|
|
—
|
|
|
(2.5
|
)
|
|||||
Miscellaneous, net
|
36.4
|
|
|
1.3
|
|
|
(41.7
|
)
|
|
—
|
|
|
(4.0
|
)
|
|||||
Loss from continuing operations before taxes
|
(262.5
|
)
|
|
(49.8
|
)
|
|
(203.3
|
)
|
|
—
|
|
|
(515.6
|
)
|
|||||
Income tax (benefit) expense
|
18.8
|
|
|
(10.2
|
)
|
|
28.6
|
|
|
—
|
|
|
37.2
|
|
|||||
Equity in (loss) earnings of unconsolidated subsidiaries, net
|
(287.4
|
)
|
|
—
|
|
|
(13.2
|
)
|
|
287.4
|
|
|
(13.2
|
)
|
|||||
Net (loss) income
|
(568.7
|
)
|
|
(39.6
|
)
|
|
(245.1
|
)
|
|
287.4
|
|
|
(566.0
|
)
|
|||||
Income attributable to noncontrolling interests, net of tax
|
—
|
|
|
—
|
|
|
2.7
|
|
|
—
|
|
|
2.7
|
|
|||||
Net (loss) income attributable to Diebold Nixdorf, Incorporated
|
$
|
(568.7
|
)
|
|
$
|
(39.6
|
)
|
|
$
|
(247.8
|
)
|
|
$
|
287.4
|
|
|
$
|
(568.7
|
)
|
Comprehensive (loss) income
|
$
|
(676.1
|
)
|
|
$
|
(39.6
|
)
|
|
$
|
(339.3
|
)
|
|
$
|
377.7
|
|
|
$
|
(677.3
|
)
|
Less: comprehensive loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(1.2
|
)
|
|
—
|
|
|
(1.2
|
)
|
|||||
Comprehensive (loss) income attributable to Diebold Nixdorf, Incorporated
|
$
|
(676.1
|
)
|
|
$
|
(39.6
|
)
|
|
$
|
(338.1
|
)
|
|
$
|
377.7
|
|
|
$
|
(676.1
|
)
|
|
Parent
|
|
Combined
Guarantor
Subsidiaries
|
|
Combined
Non-Guarantor
Subsidiaries
|
|
Reclassifications/
Eliminations
|
|
Consolidated
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
1,126.4
|
|
|
$
|
7.4
|
|
|
$
|
3,480.6
|
|
|
$
|
(5.1
|
)
|
|
$
|
4,609.3
|
|
Cost of sales
|
902.0
|
|
|
12.3
|
|
|
2,700.3
|
|
|
(5.1
|
)
|
|
3,609.5
|
|
|||||
Gross profit (loss)
|
224.4
|
|
|
(4.9
|
)
|
|
780.3
|
|
|
—
|
|
|
999.8
|
|
|||||
Selling and administrative expense
|
283.8
|
|
|
10.5
|
|
|
639.4
|
|
|
—
|
|
|
933.7
|
|
|||||
Research, development and engineering expense
|
3.1
|
|
|
40.6
|
|
|
111.8
|
|
|
—
|
|
|
155.5
|
|
|||||
Impairment of assets
|
3.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.1
|
|
|||||
Loss on sale of assets, net
|
0.5
|
|
|
0.4
|
|
|
0.1
|
|
|
—
|
|
|
1.0
|
|
|||||
|
290.5
|
|
|
51.5
|
|
|
751.3
|
|
|
—
|
|
|
1,093.3
|
|
|||||
Operating (loss) profit
|
(66.1
|
)
|
|
(56.4
|
)
|
|
29.0
|
|
|
—
|
|
|
(93.5
|
)
|
|||||
Other income (expense)
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income
|
2.3
|
|
|
0.2
|
|
|
17.8
|
|
|
—
|
|
|
20.3
|
|
|||||
Interest expense
|
(108.7
|
)
|
|
—
|
|
|
(8.6
|
)
|
|
—
|
|
|
(117.3
|
)
|
|||||
Foreign exchange loss, net
|
(0.5
|
)
|
|
(0.1
|
)
|
|
(3.3
|
)
|
|
—
|
|
|
(3.9
|
)
|
|||||
Miscellaneous, net
|
6.2
|
|
|
7.7
|
|
|
(11.1
|
)
|
|
(0.3
|
)
|
|
2.5
|
|
|||||
(Loss) income from continuing operations before taxes
|
(166.8
|
)
|
|
(48.6
|
)
|
|
23.8
|
|
|
(0.3
|
)
|
|
(191.9
|
)
|
|||||
Income tax (benefit) expense
|
36.1
|
|
|
(15.5
|
)
|
|
7.7
|
|
|
—
|
|
|
28.3
|
|
|||||
Equity in (loss) earnings of unconsolidated subsidiaries, net
|
(38.6
|
)
|
|
—
|
|
|
6.3
|
|
|
38.6
|
|
|
6.3
|
|
|||||
Net (loss) income
|
(241.5
|
)
|
|
(33.1
|
)
|
|
22.4
|
|
|
38.3
|
|
|
(213.9
|
)
|
|||||
Income attributable to noncontrolling interests, net of tax
|
—
|
|
|
—
|
|
|
27.6
|
|
|
—
|
|
|
27.6
|
|
|||||
Net (loss) income attributable to Diebold Nixdorf, Incorporated
|
$
|
(241.5
|
)
|
|
$
|
(33.1
|
)
|
|
$
|
(5.2
|
)
|
|
$
|
38.3
|
|
|
$
|
(241.5
|
)
|
Comprehensive (loss) income
|
$
|
(96.5
|
)
|
|
$
|
(33.1
|
)
|
|
$
|
193.7
|
|
|
$
|
(127.1
|
)
|
|
$
|
(63.0
|
)
|
Less: comprehensive income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
33.5
|
|
|
—
|
|
|
33.5
|
|
|||||
Comprehensive (loss) income attributable to Diebold Nixdorf, Incorporated
|
$
|
(96.5
|
)
|
|
$
|
(33.1
|
)
|
|
$
|
160.2
|
|
|
$
|
(127.1
|
)
|
|
$
|
(96.5
|
)
|
|
Parent
|
|
Combined
Guarantor
Subsidiaries
|
|
Combined
Non-Guarantor
Subsidiaries
|
|
Reclassifications/
Eliminations
|
|
Consolidated
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
1,137.1
|
|
|
$
|
85.0
|
|
|
$
|
2,177.4
|
|
|
$
|
(83.2
|
)
|
|
$
|
3,316.3
|
|
Cost of sales
|
888.5
|
|
|
84.2
|
|
|
1,714.2
|
|
|
(82.3
|
)
|
|
2,604.6
|
|
|||||
Gross profit (loss)
|
248.6
|
|
|
0.8
|
|
|
463.2
|
|
|
(0.9
|
)
|
|
711.7
|
|
|||||
Selling and administrative expense
|
314.4
|
|
|
11.6
|
|
|
435.2
|
|
|
—
|
|
|
761.2
|
|
|||||
Research, development and engineering expense
|
7.9
|
|
|
45.7
|
|
|
56.6
|
|
|
—
|
|
|
110.2
|
|
|||||
Impairment of assets
|
—
|
|
|
5.1
|
|
|
4.7
|
|
|
—
|
|
|
9.8
|
|
|||||
Loss (Gain) on sale of assets, net
|
0.3
|
|
|
(0.1
|
)
|
|
0.1
|
|
|
—
|
|
|
0.3
|
|
|||||
|
322.6
|
|
|
62.3
|
|
|
496.6
|
|
|
—
|
|
|
881.5
|
|
|||||
Operating loss
|
(74.0
|
)
|
|
(61.5
|
)
|
|
(33.4
|
)
|
|
(0.9
|
)
|
|
(169.8
|
)
|
|||||
Other income (expense)
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income
|
2.5
|
|
|
0.6
|
|
|
18.4
|
|
|
—
|
|
|
21.5
|
|
|||||
Interest expense
|
(95.1
|
)
|
|
(0.1
|
)
|
|
(6.2
|
)
|
|
—
|
|
|
(101.4
|
)
|
|||||
Foreign exchange (loss) gain, net
|
(3.5
|
)
|
|
(0.1
|
)
|
|
1.5
|
|
|
—
|
|
|
(2.1
|
)
|
|||||
Miscellaneous, net
|
(3.2
|
)
|
|
7.8
|
|
|
(0.5
|
)
|
|
(1.0
|
)
|
|
3.1
|
|
|||||
Loss from continuing operations before taxes
|
(173.3
|
)
|
|
(53.3
|
)
|
|
(20.2
|
)
|
|
(1.9
|
)
|
|
(248.7
|
)
|
|||||
Income (benefit) tax expense
|
(54.8
|
)
|
|
(28.6
|
)
|
|
14.4
|
|
|
—
|
|
|
(69.0
|
)
|
|||||
Equity in (loss) earnings of unconsolidated subsidiaries, net
|
(58.3
|
)
|
|
—
|
|
|
0.4
|
|
|
58.3
|
|
|
0.4
|
|
|||||
(Loss) income from continuing operations, net of tax
|
(176.8
|
)
|
|
(24.7
|
)
|
|
(34.2
|
)
|
|
56.4
|
|
|
(179.3
|
)
|
|||||
Income from discontinued operations, net of tax
|
135.2
|
|
|
—
|
|
|
8.5
|
|
|
—
|
|
|
143.7
|
|
|||||
Net (loss) income
|
(41.6
|
)
|
|
(24.7
|
)
|
|
(25.7
|
)
|
|
56.4
|
|
|
(35.6
|
)
|
|||||
Income attributable to noncontrolling interests, net of tax
|
—
|
|
|
—
|
|
|
6.0
|
|
|
—
|
|
|
6.0
|
|
|||||
Net (loss) income attributable to Diebold Nixdorf, Incorporated
|
$
|
(41.6
|
)
|
|
$
|
(24.7
|
)
|
|
$
|
(31.7
|
)
|
|
$
|
56.4
|
|
|
$
|
(41.6
|
)
|
Comprehensive (loss) income
|
$
|
(64.8
|
)
|
|
$
|
(24.7
|
)
|
|
$
|
(60.3
|
)
|
|
$
|
94.2
|
|
|
$
|
(55.6
|
)
|
Less: comprehensive income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
9.2
|
|
|
—
|
|
|
9.2
|
|
|||||
Comprehensive (loss) income attributable to Diebold Nixdorf, Incorporated
|
$
|
(64.8
|
)
|
|
$
|
(24.7
|
)
|
|
$
|
(69.5
|
)
|
|
$
|
94.2
|
|
|
$
|
(64.8
|
)
|
|
Parent
|
|
Combined
Guarantor
Subsidiaries
|
|
Combined
Non-Guarantor
Subsidiaries
|
|
Reclassifications/
Eliminations
|
|
Consolidated
|
||||||||||
Net cash (used) provided by operating activities
|
$
|
(67.8
|
)
|
|
$
|
(37.7
|
)
|
|
$
|
1.4
|
|
|
$
|
—
|
|
|
$
|
(104.1
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flow from investing activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
(6.5
|
)
|
|
(0.1
|
)
|
|
(51.9
|
)
|
|
—
|
|
|
(58.5
|
)
|
|||||
Payments for acquisitions, net of cash acquired
|
—
|
|
|
—
|
|
|
(5.9
|
)
|
|
—
|
|
|
(5.9
|
)
|
|||||
Proceeds from maturities of investments
|
71.2
|
|
|
—
|
|
|
246.6
|
|
|
—
|
|
|
317.8
|
|
|||||
Payments for purchases of investments
|
—
|
|
|
—
|
|
|
(200.2
|
)
|
|
—
|
|
|
(200.2
|
)
|
|||||
Proceeds from divestitures and the sale of assets
|
6.7
|
|
|
—
|
|
|
4.4
|
|
|
—
|
|
|
11.1
|
|
|||||
Decrease in certain other assets
|
(5.8
|
)
|
|
—
|
|
|
(24.1
|
)
|
|
—
|
|
|
(29.9
|
)
|
|||||
Capital contributions and loans paid
|
(503.2
|
)
|
|
—
|
|
|
—
|
|
|
503.2
|
|
|
—
|
|
|||||
Proceeds from intercompany loans
|
29.2
|
|
|
—
|
|
|
—
|
|
|
(29.2
|
)
|
|
—
|
|
|||||
Net cash (used) provided by investing activities
|
(408.4
|
)
|
|
(0.1
|
)
|
|
(31.1
|
)
|
|
474.0
|
|
|
34.4
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flow from financing activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends paid
|
(7.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7.7
|
)
|
|||||
Debt issuance costs
|
(39.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(39.4
|
)
|
|||||
Revolving debt borrowings (repayments), net
|
110.0
|
|
|
—
|
|
|
(60.0
|
)
|
|
—
|
|
|
50.0
|
|
|||||
Other debt borrowings
|
660.0
|
|
|
—
|
|
|
65.9
|
|
|
—
|
|
|
725.9
|
|
|||||
Other debt repayments
|
(284.9
|
)
|
|
(0.3
|
)
|
|
(52.5
|
)
|
|
—
|
|
|
(337.7
|
)
|
|||||
Distribution to noncontrolling interest holders
|
—
|
|
|
—
|
|
|
(377.2
|
)
|
|
—
|
|
|
(377.2
|
)
|
|||||
Repurchase of common shares
|
(3.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.0
|
)
|
|||||
Capital contributions received and loans incurred
|
—
|
|
|
59.0
|
|
|
444.2
|
|
|
(503.2
|
)
|
|
—
|
|
|||||
Payments on intercompany loans
|
—
|
|
|
(20.5
|
)
|
|
(8.7
|
)
|
|
29.2
|
|
|
—
|
|
|||||
Net cash provided (used) by financing activities
|
435.0
|
|
|
38.2
|
|
|
11.7
|
|
|
(474.0
|
)
|
|
10.9
|
|
|||||
Effect of exchange rate changes on cash
|
—
|
|
|
—
|
|
|
(18.7
|
)
|
|
—
|
|
|
(18.7
|
)
|
|||||
(Decrease) increase in cash, cash equivalents and restricted cash
|
(41.2
|
)
|
|
0.4
|
|
|
(36.7
|
)
|
|
—
|
|
|
(77.5
|
)
|
|||||
Less: Cash included in assets held for sale at end of year
|
—
|
|
|
—
|
|
|
7.3
|
|
|
—
|
|
|
7.3
|
|
|||||
Cash, cash equivalents and restricted cash at the beginning of the year
|
58.5
|
|
|
2.3
|
|
|
482.4
|
|
|
—
|
|
|
543.2
|
|
|||||
Cash, cash equivalents and restricted cash at the end of the year
|
$
|
17.3
|
|
|
$
|
2.7
|
|
|
$
|
438.4
|
|
|
$
|
—
|
|
|
$
|
458.4
|
|
|
Parent
|
|
Combined
Guarantor
Subsidiaries
|
|
Combined
Non-Guarantor
Subsidiaries
|
|
Reclassifications/
Eliminations
|
|
Consolidated
|
||||||||||
Net cash (used) provided by operating activities
|
$
|
(43.9
|
)
|
|
$
|
(41.6
|
)
|
|
$
|
122.6
|
|
|
$
|
—
|
|
|
$
|
37.1
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flow from investing activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
(13.0
|
)
|
|
(0.1
|
)
|
|
(56.3
|
)
|
|
—
|
|
|
(69.4
|
)
|
|||||
Payments for acquisitions, net of cash acquired
|
—
|
|
|
—
|
|
|
(5.6
|
)
|
|
—
|
|
|
(5.6
|
)
|
|||||
Proceeds from maturities of investments
|
—
|
|
|
—
|
|
|
296.2
|
|
|
—
|
|
|
296.2
|
|
|||||
Payments for purchases of investments
|
(14.0
|
)
|
|
—
|
|
|
(315.8
|
)
|
|
—
|
|
|
(329.8
|
)
|
|||||
Proceeds from divestitures and the sale of assets
|
4.6
|
|
|
—
|
|
|
16.3
|
|
|
—
|
|
|
20.9
|
|
|||||
(Decrease) increase in certain other assets
|
(43.0
|
)
|
|
11.8
|
|
|
(1.9
|
)
|
|
—
|
|
|
(33.1
|
)
|
|||||
Capital contributions and loans paid
|
(114.5
|
)
|
|
—
|
|
|
—
|
|
|
114.5
|
|
|
—
|
|
|||||
Proceeds from intercompany loans
|
210.7
|
|
|
—
|
|
|
—
|
|
|
(210.7
|
)
|
|
—
|
|
|||||
Net cash provided (used) by investing activities
|
30.8
|
|
|
11.7
|
|
|
(67.1
|
)
|
|
(96.2
|
)
|
|
(120.8
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flow from financing activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends paid
|
(30.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(30.6
|
)
|
|||||
Debt issuance costs
|
(1.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.1
|
)
|
|||||
Revolving debt borrowings, net
|
—
|
|
|
—
|
|
|
75.0
|
|
|
—
|
|
|
75.0
|
|
|||||
Other debt borrowings
|
323.3
|
|
|
—
|
|
|
50.8
|
|
|
—
|
|
|
374.1
|
|
|||||
Other debt repayments
|
(354.2
|
)
|
|
(1.2
|
)
|
|
(103.4
|
)
|
|
—
|
|
|
(458.8
|
)
|
|||||
Distribution to noncontrolling interest holders
|
—
|
|
|
—
|
|
|
(17.6
|
)
|
|
—
|
|
|
(17.6
|
)
|
|||||
Issuance of common shares
|
0.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|||||
Repurchase of common shares
|
(5.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5.0
|
)
|
|||||
Capital contributions received and loans incurred
|
—
|
|
|
67.1
|
|
|
47.4
|
|
|
(114.5
|
)
|
|
—
|
|
|||||
Payments on intercompany loans
|
—
|
|
|
(36.0
|
)
|
|
(174.7
|
)
|
|
210.7
|
|
|
—
|
|
|||||
Net cash (used) provided by financing activities
|
(67.3
|
)
|
|
29.9
|
|
|
(122.5
|
)
|
|
96.2
|
|
|
(63.7
|
)
|
|||||
Effect of exchange rate changes on cash
|
—
|
|
|
—
|
|
|
37.9
|
|
|
—
|
|
|
37.9
|
|
|||||
Decrease in cash, cash equivalents and restricted cash
|
(80.4
|
)
|
|
—
|
|
|
(29.1
|
)
|
|
—
|
|
|
(109.5
|
)
|
|||||
Cash, cash equivalents and restricted cash at the beginning of the year
|
138.9
|
|
|
2.3
|
|
|
511.5
|
|
|
—
|
|
|
652.7
|
|
|||||
Cash, cash equivalents and restricted cash at the end of the year
|
$
|
58.5
|
|
|
$
|
2.3
|
|
|
$
|
482.4
|
|
|
$
|
—
|
|
|
$
|
543.2
|
|
|
Parent
|
|
Combined
Guarantor
Subsidiaries
|
|
Combined
Non-Guarantor
Subsidiaries
|
|
Reclassifications/
Eliminations
|
|
Consolidated
|
||||||||||
Net cash (used) provided by operating activities
|
$
|
(146.4
|
)
|
|
$
|
(43.2
|
)
|
|
$
|
232.1
|
|
|
$
|
(13.8
|
)
|
|
$
|
28.7
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flow from investing activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
(9.2
|
)
|
|
(1.0
|
)
|
|
(29.3
|
)
|
|
—
|
|
|
(39.5
|
)
|
|||||
Payments for acquisitions, net of cash acquired
|
(995.2
|
)
|
|
—
|
|
|
110.6
|
|
|
—
|
|
|
(884.6
|
)
|
|||||
Proceeds from maturities of investments
|
(1.9
|
)
|
|
—
|
|
|
226.9
|
|
|
—
|
|
|
225.0
|
|
|||||
Payments for purchases of investments
|
—
|
|
|
—
|
|
|
(243.5
|
)
|
|
—
|
|
|
(243.5
|
)
|
|||||
Proceeds from divestitures and the sale of assets
|
—
|
|
|
—
|
|
|
31.3
|
|
|
—
|
|
|
31.3
|
|
|||||
Increase (decrease) in certain other assets
|
0.5
|
|
|
(6.8
|
)
|
|
(21.9
|
)
|
|
—
|
|
|
(28.2
|
)
|
|||||
Proceeds from sale of foreign currency option and forward contracts, net
|
16.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16.2
|
|
|||||
Capital contributions and loans paid
|
(270.2
|
)
|
|
—
|
|
|
(1,119.3
|
)
|
|
1,389.5
|
|
|
—
|
|
|||||
Proceeds from intercompany loans
|
106.4
|
|
|
—
|
|
|
—
|
|
|
(106.4
|
)
|
|
—
|
|
|||||
Net cash (used) provided by investing activities - continuing operations
|
(1,153.4
|
)
|
|
(7.8
|
)
|
|
(1,045.2
|
)
|
|
1,283.1
|
|
|
(923.3
|
)
|
|||||
Net cash provided by investing activities - discontinued operations
|
361.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
361.9
|
|
|||||
Net cash (used) provided by investing activities
|
(791.5
|
)
|
|
(7.8
|
)
|
|
(1,045.2
|
)
|
|
1,283.1
|
|
|
(561.4
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flow from financing activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends paid
|
(64.6
|
)
|
|
—
|
|
|
(13.8
|
)
|
|
13.8
|
|
|
(64.6
|
)
|
|||||
Debt issuance costs
|
(39.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(39.2
|
)
|
|||||
Revolving debt repayments, net
|
(178.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(178.0
|
)
|
|||||
Other debt borrowings
|
1,781.3
|
|
|
—
|
|
|
56.4
|
|
|
—
|
|
|
1,837.7
|
|
|||||
Other debt repayments
|
(439.6
|
)
|
|
(1.2
|
)
|
|
(221.7
|
)
|
|
—
|
|
|
(662.5
|
)
|
|||||
Distribution to noncontrolling interest holders
|
—
|
|
|
—
|
|
|
(10.2
|
)
|
|
—
|
|
|
(10.2
|
)
|
|||||
Issuance of common shares
|
0.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|||||
Repurchase of common shares
|
(2.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.2
|
)
|
|||||
Capital contributions received and loans incurred
|
—
|
|
|
133.3
|
|
|
1,256.2
|
|
|
(1,389.5
|
)
|
|
—
|
|
|||||
Payments on intercompany loans
|
—
|
|
|
(86.7
|
)
|
|
(19.7
|
)
|
|
106.4
|
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
1,058.0
|
|
|
45.4
|
|
|
1,047.2
|
|
|
(1,269.3
|
)
|
|
881.3
|
|
|||||
Effect of exchange rate changes on cash
|
—
|
|
|
—
|
|
|
(8.0
|
)
|
|
—
|
|
|
(8.0
|
)
|
|||||
Increase (decrease) in cash, cash equivalents and restricted cash
|
120.1
|
|
|
(5.6
|
)
|
|
226.1
|
|
|
—
|
|
|
340.6
|
|
|||||
Add: Cash overdraft included in assets held for sale at beginning of year
|
(1.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.5
|
)
|
|||||
Cash, cash equivalents and restricted cash at the beginning of the year
|
20.3
|
|
|
7.9
|
|
|
285.4
|
|
|
—
|
|
|
313.6
|
|
|||||
Cash, cash equivalents and restricted cash at the end of the year
|
$
|
138.9
|
|
|
$
|
2.3
|
|
|
$
|
511.5
|
|
|
$
|
—
|
|
|
$
|
652.7
|
|
(a)
|
MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
|
•
|
The Company had ineffective ITGCs related to IT systems used for financial reporting by certain entities throughout the organization. The Company did not establish effective IT and financial user access controls commensurate with certain job responsibilities. Consequently, automated and manual process level controls over financial reporting which were dependent upon these ITGCs were also ineffective.
|
•
|
The Company had ineffective implementation and operation of controls over inventory valuation related to spare parts and finished goods from canceled orders as the Company did not effectively communicate information to certain locations to allow for the effective operations or implementation of these controls.
|
•
|
The Company had ineffective controls over non-routine transactions as certain controls were not designed at the appropriate level of precision to ensure calculations supporting non-routine transaction were calculated correctly.
|
(b)
|
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
|
(c)
|
REMEDIATION
|
•
|
Improving our continuous risk assessment process to be responsive to changes in the business operations, personnel and IT developments affecting our financial reporting and related controls;
|
•
|
Improving our timely written communication of changes in financial reporting and related controls affecting both business and financial users;
|
•
|
Revoking the access to IT systems of those individuals that were identified as inappropriate;
|
•
|
Implementing more frequent and improved periodic access reviews that include: all sensitive access and the identification of additional business process owners to be part of the review process and providing the owners with guidance on the key data elements of the review to enhance the precision of the review process;
|
•
|
Implementing consistent inventory valuation controls at all locations and communicate the requirements for effectively operating such controls to all businesses; and
|
•
|
Implementing controls over calculations associated with non-routine transactions at a more precise level of operation.
|
Name, Age, Title and Year Elected to Present Office
|
|
Other Positions Held Last Five Years
|
Gerrard B. Schmid - 50
President and Chief Executive Officer
Year elected: 2018 |
|
2012-February 2018
: Chief Executive Officer and Director of D+H Corporation (global payments and technology provider)
|
Jeffrey L. Rutherford - 58
Senior Vice President, Chief Financial Officer
Year elected: 2019 |
|
October 2018-January 2019
: Interim Chief Financial Officer for Diebold Nixdorf, Incorporated;
2017-October 2018
: Chairman, Interim President and Interim Chief Executive Officer for Edgewater Technology, Inc. (technology consulting firm);
2014-2016
: Vice President and Chief Financial Officer for Ferro Corporation (international coatings manufacturing)
|
Jonathan B. Leiken — 47
Senior Vice President, Chief Legal Officer and General Counsel Year elected: 2014 |
|
2008-May 2014
: Partner, Jones Day (global legal services)
|
Alan Kerr — 62
Senior Vice President, Software
Year elected: 2016
|
|
2014-August 2016
: Executive Vice President, Software Solutions for Diebold, Incorporated
|
Olaf Heyden — 55
Senior Vice President, Services
Year elected: 2016
|
|
2013-August 2016
: Executive Vice President, Software and Services, and a member of the executive board for Wincor Nixdorf AG
|
Ulrich Näher — 53
Senior Vice President, Systems
Year elected: 2016
|
|
March 2016-August 2016
: Executive Vice President of Systems Business and member of the board of directors for Wincor Nixdorf AG;
2015-March 2016
: Senior Vice President of Research and Development at Wincor Nixdorf AG;
2006-2015
: Senior Partner at McKinsey and Company (management and consulting)
|
Plan Category
|
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)
|
|
Weighted-average exercise price of outstanding options, warrants and rights (b)
|
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
|
||||
Equity compensation plans approved by security holders
|
|
|
|
|
|
|
||||
Stock options
|
|
2,506,902
|
|
|
$
|
27.05
|
|
|
N/A
|
|
Restricted stock units
|
|
1,586,482
|
|
|
N/A
|
|
|
N/A
|
|
|
Performance shares
|
|
2,958,118
|
|
|
N/A
|
|
|
N/A
|
|
|
Non-employee director deferred shares
|
|
91,900
|
|
|
N/A
|
|
|
N/A
|
|
|
Deferred compensation
|
|
815
|
|
|
N/A
|
|
|
N/A
|
|
|
Total equity compensation plans approved by security holders
|
|
7,144,217
|
|
|
$
|
27.05
|
|
|
3,600,000
|
|
|
|
|
|
|
|
|
||||
In column (b), the weighted-average exercise price is only applicable to stock options. In column (c), the number of securities remaining available for future issuance for stock options, restricted stock units, performance shares and non-employee director deferred shares is approved in total and not individually.
|
•
|
Reports of Independent Registered Public Accounting Firm
|
•
|
Consolidated Balance Sheets at December 31,
2018
and
2017
|
•
|
Consolidated Statements of Operations for the Years Ended December 31,
2018
,
2017
and
2016
|
•
|
Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31,
2018
,
2017
and
2016
|
•
|
Consolidated Statements of Equity for the Years Ended December 31,
2018
,
2017
and
2016
|
•
|
Consolidated Statements of Cash Flows for the Years Ended December 31,
2018
,
2017
and
2016
|
•
|
Notes to Consolidated Financial Statements
|
*10.3(i)
|
1985 Deferred Compensation Plan for Directors of Diebold, Incorporated — incorporated by reference to Exhibit 10.7 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 1992 (Commission File No. 1-4879)
|
*10.5
|
Long-Term Executive Incentive Plan — incorporated by reference to Exhibit 10.9 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 1993 (Commission File No. 1-4879)
|
*
|
Reflects management contract or other compensatory arrangement required to be filed as an exhibit pursuant to Item 15(b) of this annual report on Form 10-K.
|
Signature
|
Title
|
Date
|
||
|
|
|
||
/s/ Gerrard B. Schmid
|
President and Chief Executive Officer
(Principal Executive Officer)
|
March 1, 2019
|
||
Gerrard B. Schmid
|
|
|||
|
|
|
|
|
/s/ Jeffrey Rutherford
|
Senior Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
|
March 1, 2019
|
||
Jeffrey Rutherford
|
|
|||
|
|
|
|
|
*
|
Director
|
|
March 1, 2019
|
|
Patrick W. Allender
|
|
|
|
|
|
|
|
|
|
*
|
Director
|
|
March 1, 2019
|
|
Bruce Besanko
|
|
|
|
|
|
|
|
|
|
*
|
Director
|
|
March 1, 2019
|
|
Ellen M. Costello
|
|
|
|
|
|
|
|
|
|
*
|
Director
|
|
March 1, 2019
|
|
Phillip R. Cox
|
|
|
|
|
|
|
|
|
|
*
|
Director
|
|
March 1, 2019
|
|
Richard L. Crandall
|
|
|
|
|
|
|
|
|
|
*
|
Director
|
|
March 1, 2019
|
|
Alexander Dibelius
|
|
|
|
|
|
|
|
|
|
*
|
Director
|
|
March 1, 2019
|
|
Dieter Duesedau
|
|
|
|
|
|
|
|
|
|
*
|
Director
|
|
March 1, 2019
|
|
Gale S. Fitzgerald
|
|
|
|
|
|
|
|
|
|
*
|
Director
|
|
March 1, 2019
|
|
Gary G. Greenfield
|
|
|
|
|
|
|
|
|
|
*
|
Director
|
|
March 1, 2019
|
|
Alan J. Weber
|
|
|
|
*
|
The undersigned, by signing his name hereto, does sign and execute this Annual Report on Form 10-K pursuant to the Powers of Attorney executed by the above-named officers and directors of the Registrant and filed with the Securities and Exchange Commission on behalf of such officers and directors.
|
Anderung zum Vorstandsan
stellungsvertrag
Zwischen
der Diebold Nixdorf AG, Heinz-Nixdorf-Ring 1, 33106 Paderborn, vertreten durch den Aufsichtsrat, dieser vertreten durch seinen Vorsitzenden
Herrn Dr. Alexander Dibelius
~im Folgenden ,Gesellschaft" genannt-
und
Herrn Dr. Ulrich Näher, wohnhaft Brunhildenstr. 8, 80639 Munchen
Präambel
Herr Dr. Ulrich N
ä
her ist durch Beschluss des Aufsichtsrats der Diebold Nixdorf AG vom 03.03.2016 f
ü
r die Zeit vom 01.03.2016 bis zum 28.02.2019 zum ordentlichen Mit glied des Vorstandes der Gesellschaft bestellt warden. Die Gesellschaft und Herr Dr. N
ä
her haben einen Vorstandsanstellungsvertrag am 04.03.2016 abgeschlossen.
Durch Beschluss des Aufsichtsrats der Diebold Nixdorf AG vom 21. M
ä
rz 2018 ist Herr Dr. N
ä
her f
ü
r die Zeit vom 01. Juni 2018 bis zum 28. Februar 2022 zum Vorsitzenden des Vorstandes der Gesellschaft bestellt warden. Der bestehende Vorstands anstellungsvertrag in seiner aktuellen Fassung vom 15. M
ä
rz 2018 wird deshalb bis zum 28. Februar 2022 verlangert.
§
1 Aufgabenbereich und Pflichten, wird in den Punkten (1), (2), und (3) des Vorstandsanstellungsvertrages deshalb wie folgt neu gefasst:
|
|
Amendment to Management
Board Member's Service
Agreement
Between
Diebold Nixdorf AG, Heinz-Nixdorf-Ring 1, 33106 Paderborn, represented by the supervisory board, in turn represented by its chairman,
Dr. Alexander Dibelius
–
hereinafter referred to as "Company" -
and
Dr. Ulrich N
ä
her, residing in Brunhildenstr. 8, 80639 Munchen
Preamble
By resolution of the Supervisory Board of Diebold Nixdorf AG dated March 3, 2016, Dr. Ulrich N
ä
her was appointed as regular member of the Management Board (
Vorstand)
of the Company for a term commencing on March 1, 2016 and ending on February 28, 2019. On March 4, 2016, the Company and Dr. Naher entered into a Management Board Member's Service Agreement.
By resolution of the Supervisory Board of Diebold Nixdorf AG, dated March 21, 2018 Dr. N
ä
her has been appointed as Chairman of the Management Board for a term commencing on June 1, 2018 and ending on February 28, 2022. The existing Management Board Member's Service Agreement in it's current version from March 15, 2018 will be extended to February 28, 2022.
§
1, Responsibilities and Duties, of the Management Board Member's Service Agreement will therefore be changed in the chapters (1), (2) and (3) as follows:
|
(1)
Herr Dr. Näher Obernimmt ab dem 01. Juni 2018 die Position des Vorsitzenden des Vorstands und ist gemeinsam mit den anderen Vorstandsmitgliedern zur Fuhrung der Geschäfte der Gesellschaft und der dazugehörigen Tochter gesellschaften nach Marßgabe der ge setzlichen Bestimmungen, der Satzung, etwaiger Weisungen unter dem Beherrschungs- und GewinnabfOh rungsvertrag mit der Diebold Holding Germany Inc. & Co. KGaA, der vom Aufsichtsrat erlassenen Geschäftsord nung für den Vorstand und seiner Be schlOsse - soweit aktienrechtlich zuläs sig - in den jeweils geltenden Fassun gen nach bestem Wissen und Können berechtigt und verpflichtet.
(2)
Die Abgrenzung der Gesamtverantwor tung für die Gesellschaft und der speziellen Ressortverantwortung ergibt sich aus der Geschäftsordnung für den Vorstand und dem jeweils gültigen Organi sationsplan des Unternehmens.
(3)
Herr Dr. Naher trägt über die ihm Ober tragene Stellung als Vorsitzender des Vorstands hinaus die Mitverantwortung fur die Belange des ganzen Unterneh mens.
|
|
(1)
Dr. Näher will be the chairman of the Management Board effective June ·1, 2018 and shall have the right and duty to conduct the business of the Company and its subsidiaries jointly with the other members of the Management Board according to his best knowledge and skill and in accordance with the statutory provisions, potential directions issued under the domination and profit and loss transfer agreement with Diebold Holding Germany Inc.
&
Co. KgaA, the Articles of Association, the Rules of Procedure
(Geschaftsordnung)
of the Management Board adopted by the Supervisory Board and its resolutions - to the extent permitted under stock corporation law, each as amended from time to time.
(2)
The distinction between the joint responsibility for the Company and the individual responsibility for a specific area of responsibility is determined in the Rules of Procedure of the Management Board and the organization plan of the Company as applicable from time to time.
(3)
Besides his responsibility as chairman of the Management Board, Dr. Näher is also jointly responsible for the concerns of the entire Company.
|
Paderborn, den / this ____________ 2018
|
|
Paderborn, den / this ____________ 2018
|
|
|
|
__________________________________
Vorsitzender des Aufsichtsrates der / chairman of the supervisory board of Diebold Nixdorf AG |
|
__________________________________
Dr. Ulrich N ä her |
Domestic
|
Jurisdiction under which organized
|
Percent of voting securities owned by Registrant
|
Diebold Australia Holding Company, Inc.
|
Delaware
|
100%
|
Diebold China Security Holding Company, Inc.
|
Delaware
|
100%
|
Diebold Global Finance Corporation
|
Delaware
|
100%
|
Diebold Holding Company, Inc.
|
Delaware
|
100%
|
Diebold Latin America Holding Company, LLC
|
Delaware
|
100%
|
Diebold Mexico Holding Company, Inc.
|
Delaware
|
100%(4)
|
Diebold Netherlands Holding Company, LLC
|
Delaware
|
100%(1)
|
Diebold Self-Service Systems
|
New York
|
100%(2)
|
Diebold Software Solutions, Inc.
|
Delaware
|
100%
|
Diebold SST Holding Company, Inc.
|
Delaware
|
100%
|
Impexa LLC
|
Texas
|
100%(3)
|
Phoenix Interactive USA Inc
|
Delaware
|
100%(38)
|
VDM Holding Company, Inc.
|
Delaware
|
100%
|
|
|
|
International
|
Jurisdiction under which organized
|
Percent of voting securities owned by Registrant
|
1932780 Ontario Inc.
|
Canada
|
100%(39)
|
Aevi CZ s.r.o
|
Czech Republic
|
82.7%(49)
|
Aevi International GmbH
|
Germany
|
82.7%(48)
|
Aevi UK Ltd.
|
United Kingdom
|
82.7%(49)
|
Aisino Wincor Manufacturing (Shanghai) Co. Ltd.
|
China
|
43.56%(71)
|
Aisino Wincor Engineering Pte. Ltd.
|
Singapore
|
43.56%(71)
|
Aisino-Wincor Retail & Banking Syst. (Shanghai) Co. Ltd.
|
China
|
43.56%(70)
|
Altus Bilisim Hizmetleri Anonim Sirketi
|
Turkey
|
100%(35)
|
Bitelco Diebold Chile Limitada
|
Chile
|
100%(20)
|
Bankberatung Organisationsu IT-Beratungfür Banken AG
|
Germany
|
93.14%(50)
|
BEB Industrie-Elektronik AG
|
Switzerland
|
94.72%(51)
|
CI Tech Sensors AG
|
Switzerland
|
94.72%(53)
|
C.R. Panama, Inc.
|
Panama
|
100%(10)
|
Cable Print B.V.B.A.
|
Belgium
|
100%(37)
|
Crown B.V.
|
Netherlands
|
50%(54)
|
Cryptera A/S
|
Denmark
|
100%(26)
|
D&G ATMS y Seguridad de Costa Rica Ltda.
|
Costa Rica
|
51%(33)
|
D&G Centroamerica y GBM de Nicaragua y Compañia Ltda.
|
Nicaragua
|
51%(29)
|
D&G Centroamerica, S. de R.L.
|
Panama
|
51%(30)
|
D&G Dominicana S.A.
|
Dominican Republic
|
51%(32)
|
D&G Honduras S. de R.L.
|
Honduras
|
51%(31)
|
D&G Panama S. de R.L.
|
Panama
|
51%(34)
|
DB&G ATMs Seguridad de Guatemala, Limitada
|
Guatemala
|
51%(31)
|
DB & GB de El Salvador Limitada
|
El Salvador
|
51%(30)
|
DBD (Barbados) 1 SRL
|
Barbados
|
100%
|
DBD (Barbados) 2 SRL
|
Barbados
|
100%
|
DBD (Barbados) 3 SRL
|
Barbados
|
100%(42)
|
DBD EMEA Holding C.V.
|
The Netherlands
|
100%(27)
|
DCHC, S.A.
|
Panama
|
100%(10)
|
Diebold Africa (Pty) Ltd.
|
South Africa
|
100%(17)
|
Diebold Africa Investment Holdings Pty. Ltd.
|
South Africa
|
100%(26)
|
Diebold Argentina, S.A.
|
Argentina
|
100%(10)
|
Diebold Bolivia S.R. L.
|
Bolivia
|
100%(21)
|
Diebold Brasil LTDA
|
Brazil
|
100%(28)
|
Diebold Brasil Servicos de Tecnologia e Participacoes Ltda
|
Brazil
|
100%(22)
|
Diebold Canada Holding Company Inc.
|
Canada
|
100%
|
Diebold Colombia S.A.
|
Colombia
|
100%(13)
|
Diebold Ecuador SA
|
Ecuador
|
100%(18)
|
Diebold EMEA Processing Centre Limited
|
United Kingdom
|
100%
|
Diebold Finance Germany GmbH
|
Germany
|
100%(44)
|
Diebold Financial Equipment Company (China), Ltd.
|
Peoples Republic of China
|
100%(24)
|
Diebold Germany GmbH
|
Germany
|
100%(5)
|
Diebold Netherlands B.V.
|
The Netherlands
|
100(5)%
|
Diebold Nixdorf AB
|
Sweden
|
94.72%(51)
|
Diebold Nixdorf AG
|
Switzerland
|
100%(5)
|
Diebold Nixdorf Aktiengesellschaft
|
Germany
|
94.72%(46)
|
Diebold Nixdorf A/S
|
Denmark
|
94.72%(51)
|
Diebold Nixdorf AS
|
Norway
|
94.72%(51)
|
Diebold Nixdorf Australia Pty. Ltd.
|
Australia
|
100%(4)
|
Diebold Nixdorf Banking Consulting GmbH
|
Germany
|
94.72%(51)
|
Diebold Nixdorf Banking Services Ltd.
|
United Kingdom
|
94.72%(64)
|
Diebold Nixdorf BPO Sp. z.o.o.
|
Poland
|
94.72%(51)
|
Diebold Nixdorf Business Administration Center GmbH
|
Germany
|
94.72%(51)
|
Diebold Nixdorf B.V.
|
Netherlands
|
94.72%(51)
|
Diebold Nixdorf B.V.B.A
|
Belgium
|
100%(16)
|
Diebold Nixdorf Customer Care GmbH
|
Germany
|
94.72%(51)
|
Diebold Nixdorf de Mexico S.A. de C.V.
|
Mexico
|
100%(43)
|
Diebold Nixdorf Deutschland GmbH
|
Germany
|
94.72%(51)
|
Diebold Nixdorf Dutch Holding B.V.
|
Netherlands
|
100%
|
Diebold Nixdorf EURL
|
Algeria
|
94.72%(51)
|
Diebold Nixdorf Facility Services GmbH
|
Germany
|
94.72%(51)
|
Diebold Nixdorf Finance AG
|
Switzerland
|
94.72%(51)
|
Diebold Nixdorf Finance Malta Holdling Ltd.
|
Malta
|
94.72%(51)
|
Diebold Nixdorf Finance Malta Ltd.
|
Malta
|
94.72%(67)
|
Diebold Nixdorf Global Holding B.V.
|
Netherlands
|
100%
|
Diebold Nixdorf Global IT Operations GmbH
|
Germany
|
94.72%(51)
|
Diebold Nixdorf Global Logistics GmbH
|
Germany
|
94.72%(52)
|
Diebold Nixdorf Global Solutions B.V.
|
Netherlands
|
94.72%(68)
|
Diebold Nixdorf GmbH
|
Austria
|
100%(4)
|
Diebold Nixdorf Grundstücksverwaltungllmenau GmbH & CoKG
|
Germany
|
94.72%(69)
|
Diebold Nixdorf Holidng Germany Inc. & Co. KGaA
|
Germany
|
100%
|
Diebold Nixdorf (Hong Kong) Ltd.
|
Hong Kong
|
94.72%(51)
|
Diebold Nixdorf India Private Limited
|
India
|
100%(8)
|
Diebold Nixdorf Information Systems S.A.
|
Greece
|
94.72%(51)
|
Diebold Nixdorf Information Systems (Shanghai) Co. Ltd.
|
China
|
94.72%(51)
|
Diebold Nixdorf Ltd.
|
Ireland
|
94.72%(51)
|
Diebold Nixdorf Kft.
|
Hungary
|
94.72%(51)
|
Diebold Nixdorf, Lda.
|
Portugal
|
100%(4)
|
Diebold Nixdorf Limited
|
Nigeria
|
94.72%(51)
|
Diebold Nixdorf LLC
|
Russia
|
94.72%(47)
|
Diebold Nixdorf Logistics GmbH
|
Germany
|
94.72%(51)
|
Diebold Nixdorf Lottery Solutions GmbH
|
Germany
|
94.7%(72)
|
Diebold Nixdorf Manufacturing Pte. Ltd.
|
Singapore
|
94.72%(66)
|
Diebold Nixdorf Myanmar Limited
|
Myanmar
|
100%(7)
|
Diebold Nixdorf Oy
|
Finland
|
94.72%(51)
|
Diebold Nixdorf Philippines, Inc.
|
Philippines
|
100%
|
Diebold Nixdorf Portavis GmbH
|
Germany
|
68%(58)
|
Diebold Nixdorf Real Estate GmbH &CoKG
|
Germany
|
94.72%(69)
|
Diebold Nixdorf Retail Consulting GmbH
|
Germany
|
94.72%(51)
|
Diebold Nixdorf Retail Services GmbH
|
Germany
|
94.72%(51)
|
Diebold Nixdorf Retail Solutions s.r.o.
|
Czech Republic
|
94.72%(65)
|
Diebold Nixdorf S.A.
|
Morocco
|
94.72%(51)
|
Diebold Nixdorf S.A.S.
|
France
|
94.72%(51)
|
Diebold Nixdorf Sdn. Bhd.
|
Malaysia
|
94.72%(51)
|
Diebold Nixdorf Security GmbH
|
Germany
|
94.72%(51)
|
Diebold Nixdorf Services GmbH
|
Germany
|
94.72%(51)
|
Diebold Nixdorf Singapore Pte. Ltd.
|
Singapore
|
94.72%(51)
|
Diebold Nixdorf S.L.
|
Spain
|
94.72%(51)
|
Diebold Nixdorf Software C.V.
|
Netherlands
|
94.72%(9)
|
Diebold Nixdorf Software Partner B.V.
|
Netherlands
|
94.72%(51)
|
Diebold Nixdorf South Africa (Pty) Ltd.
|
South Africa
|
74.9%(25)
|
Diebold Nixdorf Sp. z.o.o.
|
Poland
|
94.72%(51)
|
Diebold Nixdorf s.r.l.
|
Italy
|
94.72%(51)
|
Diebold Nixdorf Srl
|
Romania
|
100%(41)
|
Diebold Nixdorf s.r.o. (Czech Republic)
|
Czech Republic
|
94.72%(51)
|
Diebold Nixdorf s.r.o. (Slovakia)
|
Slovakia
|
94.72%(51)
|
Diebold Nixdorf Systems GmbH
|
Germany
|
94.72%(51)
|
Diebold Nixdorf Taiwan Ltd.
|
Taiwan
|
94.72%(51)
|
Diebold Nixdorf Technology GmbH
|
Germany
|
94.72%(51)
|
Diebold Nixdorf Teknoloji A.S.
|
Turkey
|
94.72%(51)
|
Diebold Nixdorf (Thailand) Company Limited
|
Thailand
|
100%(19)
|
Diebold Nixdorf (UK) Limited
|
United Kingdom
|
94.72%(51)
|
Diebold Nixdorf Vietnam Company Limited
|
Vietnam
|
100%
|
Diebold Nixdorf Visio GmbH
|
Germany
|
94.72%(51)
|
Diebold One UK Limited
|
United Kingdom
|
100%
|
Diebold Pacific, Limited
|
Hong Kong
|
100%
|
Diebold Panama, Inc.
|
Panama
|
100%(10)
|
Diebold Paraguay S.A.
|
Paraguay
|
100%(45)
|
Diebold Peru S.r.l
|
Peru
|
100%(73)
|
Diebold Self Service Solutions Limited Liability Company
|
Switzerland
|
100%(14)
|
Diebold Self Service Solutions Namibia (Pty) Ltd.
|
Namibia
|
100%(40)
|
Diebold Switzerland Holding Company, LLC
|
Switzerland
|
100%(4)
|
Diebold Uruguay S.A.
|
Uruguay
|
100%(10)
|
Dynasty Technology Brasil Software Ltda.
|
Brazil
|
100%(55)
|
Dynasty Technology Group S.A.
|
Spain
|
94.72%(56)
|
Inspur (Suzhou) Financial Information System Co., Ltd.
|
Peoples Republic of China
|
40%(6)
|
IP Management GmbH
|
Germany
|
94.72%(51)
|
IT Soluciones Integrales, C.A.
|
Venezuela
|
94.72%(57)
|
J.J.F. Panama, Inc.
|
Panama
|
100%(10)
|
LLC Diebold Nixdorf
|
Ukraine
|
94.72%(51)
|
Moxx B.V.
|
Netherlands
|
100%(4)
|
Moxx Belgium BVBA
|
Belgium
|
100%(36)
|
Moxx France S.A.R.L.
|
France
|
100%(63)
|
Moxx GmbH
|
Germany
|
100%(63)
|
Phoenix Interactive Design Inc.
|
Canada
|
100%(38)
|
Phoenix Interactive (UK)
|
United Kingdom
|
100%(38)
|
Procomp Amazonia Industria Eletronica S.A.
|
Brazil
|
100%(11)
|
Procomp Industria Eletronica LTDA
|
Brazil
|
100%(23)
|
Projective BC France SARL
|
France
|
53.07%(59)
|
Projective BC Germany GmbH
|
Germany
|
53.07%(59)
|
Projective Biz B.V.
|
Netherlands
|
53.07%(59)
|
Projective London Ltd.
|
United Kingdom
|
53.07%(59)
|
Projective N.V.
|
Belgium
|
53.07%(60)
|
Prosystems IT GmbH
|
Germany
|
94.72%(51)
|
Pt. Wincor Nixdorf Indonesia
|
Indonesia
|
94.72%(12)
|
SecurCash B.V.
|
Netherlands
|
94.72%(61)
|
SecurCash Geldverwerking B.V.
|
Netherlands
|
94.72%(62)
|
SecurCash Nederland B.V.
|
Netherlands
|
94.72%(61)
|
W.I.K. Consulting BVBA
|
Belgium
|
53.07%(59)
|
Wincor Nixdorf C.A.
|
Venezuela
|
94.72%(51)
|
Wincor Nixdorf Facility GmbH
|
Germany
|
94.72%(51)
|
WINCOR NIXDORF International GmbH
|
Germany
|
94.72%(47)
|
Wincor Nixdorf IT Support S.A. de C.V.
|
Mexico
|
94.72%(57)
|
Wincor Nixdorf Retail ME JLT
|
UAE
|
80%(15)
|
(1
|
)
|
100 percent of voting securities are owned by Diebold Australia Holding Company, LLC, which is 100% owned by Registrant.
|
|
|
|
(2
|
)
|
70 percent of partnership interest is owned by Diebold Holding Company, LLC., which is 100 percent owned by Registrant, while the remaining 30 percent partnership interest is owned by Diebold SST Holding Company, LLC., which is 100 percent owned by Registrant.
|
|
|
|
(3
|
)
|
100 percent of voting securities are owned by Diebold Mexico Holding Company, LLC (refer to 4 for ownership).
|
|
|
|
(4
|
)
|
100 percent of voting securities are owned by Diebold Nixdorf Global Holdings, BV, which is 100 percent owned by Registrant.
|
|
|
|
(5
|
)
|
100 percent of voting securities are owned by Diebold Self-Service Solutions Limited Liability Company (refer to 14 for ownership).
|
|
|
|
(6
|
)
|
40 percent of voting securities are owned by Diebold Switzerland Holding Company, LLC (refer to 4 for ownership).
|
|
|
|
(7
|
)
|
99.99 percent of voting securities are owned by VDM Holding Company, Inc., which is 100 percent owned by Registrant, while the remaining .01 percent of voting securities is owned by Diebold Pacific Limited, which is 100 percent owned by Registrant.
|
|
|
|
(8
|
)
|
62.42 percent of voting securities are owned by Registrant; 19.03 percent of voting securities are owned by Diebold Self-Service Solutions Limited Liability Company (refer to 14 for ownership); 6.82 percent of voting securities are owned by Diebold Switzerland Holding Company, LLC (refer to 4 for ownership); 11.72 percent of voting securities are owned by WINCOR NIXDORF International (refer to 47 for ownership); and the remaining .01 percent of voting securities is owned by Diebold Holding Company, LLC, which is 100 percent owned by Registrant.
|
|
|
|
(9
|
)
|
60 percent of voting securities are owned by Diebold Nixdorf Global Holdings, BV, which is 100 percent owned by Registrant; 39.96 percent of voting securities are owned by IP Management GmbH (refer to 51 for ownership); and the remaining .4 percent of voting securities is owned by Diebold Nixdorf Software Partner B.V. (refer to 51 for ownership).
|
|
|
|
(10
|
)
|
100 percent of voting securities are owned by Diebold Latin America Holding Company, LLC, which is 100 percent owned by Registrant.
|
|
|
|
(11
|
)
|
99.99 percent of voting securities are owned by Diebold Brasil LTDA (refer to 28 for ownership), while the remaining .01 percent is owned by Registrant.
|
|
|
|
(12
|
)
|
87.1 percent of voting securities are owned by WINCOR NIXDORF International GmbH (refer to 47 for ownership), while the remaining 12.9 percent is owned by Dibold Nixdorf Global Holdings, BV, which is 100 percent owned by Registrant.
|
|
|
|
(13
|
)
|
21.44 percent of voting securities are owned by Diebold Latin America Holding Company, LLC, which is 100 percent owned by Registrant; 16.78 percent of voting securities are owned by Diebold Panama, Inc. (refer to 10 for ownership); 16.78 percent of voting securities are owned by DCHC SA (refer to 10 for ownership); 13.5 percent of voting securities are owned by J.J.F. Panama, Inc. (refer to 10 for ownership); and the remaining 31.5 percent of voting securities are owned by C.R. Panama, Inc. (refer to 10 for ownership).
|
|
|
|
(14
|
)
|
100 percent of voting securities are owned by Diebold Switzerland Holding Company, LLC (refer to 4 for ownership).
|
|
|
|
(15
|
)
|
80 percent of voting securities are owned by WINCOR NIXDORF International GmbH (refer to 47 for ownership).
|
|
|
|
(16
|
)
|
90 percent of voting securities are owned by Diebold Self-Service Solutions Limited Liability Company (refer to 14 for ownership), while the remaining 10 percent of voting securities are owned by Diebold Nixdorf AG (refer to 5 for ownership).
|
|
|
|
(17
|
)
|
100 percent of voting securities are owned by Diebold Africa Investment Holdings Pty. Ltd. (refer to 26 for ownership).
|
|
|
|
(18
|
)
|
99.99 percent of voting securities are owned by Diebold Colombia SA (refer to 13 for ownership), while the remaining 0.01 percent is owned by Diebold Latin America Holding Company, LLC, which is 100 percent owned by Registrant.
|
|
|
|
(19
|
)
|
100 percent of voting securities is owned by DBD EMEA Holding C.V. (refer to 27 for ownership).
|
|
|
|
(20
|
)
|
99.88 percent of voting securities are owned by Registrant, while .12 percent of voting securities are owned by Diebold Latin America Holding Company, LLC, which is 100 percent owned by Registrant.
|
|
|
(21
|
)
|
60 percent of voting securities are owned by Diebold Colomobia, S.A. (refer to 13 for ownership), while the remaining 40 percent of voting securities are owned by Diebold Peru, S.r.l. (refer to 73 for ownership).
|
|
|
|
(22
|
)
|
99.99 percent of voting securities are owned by Diebold Canada Holding Company Inc., which is 100 percent owned by Registrant, while the remaining .01 percent is owned by Procomp Amazonia Industria Eletronica S.A. (refer to 11 for ownership).
|
|
|
|
(23
|
)
|
99.99 percent of voting securities are owned by Diebold Brasil Servicos de Tecnologia e Participacoes Limitada (refer to 22 for ownership), while the remaining .01 percent is owned by Registrant.
|
|
|
|
(24
|
)
|
60 percent of voting securities are owned by Diebold Switzerland Holding Company, LLC (refer to 4 for ownership) and the remaining 40 percent of voting securities are owned by Inspur (Suzhou) Financial Information System Co., Ltd. (refer to 6 for ownership).
|
|
|
|
(25
|
)
|
74.9 percent of voting securities are owned by Diebold Africa Investment Holdings Pty. Ltd. (refer to 26 for ownership).
|
|
|
|
(26
|
)
|
100 percent of voting securities are owned by Diebold Switzerland Holding Company, LLC (refer to 4 for ownership).
|
|
|
|
(27
|
)
|
99.99 percent of voting securities are owned by Diebold Australia Holding Company, LLC, which is 100 percent owned by Registrant, and the remaining .01 percent is owned by Diebold Netherlands Holding Company, LLC (refer to 1 for ownership).
|
|
|
|
(28
|
)
|
99.99 percent of voting securities are owned by Diebold Latin America Holding Company, LLC, which is 100 percent owned by Registrant, while the remaining .01 percent is owned by Registrant.
|
|
|
|
(29
|
)
|
51 percent of voting securities are owned by Diebold Latin America Holding Company, LLC, which is 100 percent owned by Registrant.
|
|
|
|
(30
|
)
|
99 percent of voting securities are owned by D&G Centroamerica, S. de R. L. (refer to 29 for ownership).
|
|
|
|
(31
|
)
|
99.97 percent of voting securities are owned by D&G Centroamerica, S. de R.L. (refer to 29 for ownership), while the remaining .03percent of voting securities is owned by D&G ATMs y Seguridad de Costa Rica Ltda. (refer to 33 for ownership).
|
|
|
|
(32
|
)
|
99.85 percent of voting securities are owned by D&G Centroamerica, S. de R. L. (refer to 29 for ownership).
|
|
|
|
(33
|
)
|
100 percent of voting securities are owned by D&G Centroamerica, S. de R. L. (refer to 29 for ownership).
|
|
|
|
(34
|
)
|
99.99 percent of voting securities are owned by D&G Centroamerica, S. de R.L. (refer to 29 for ownership).
|
|
|
|
(35
|
)
|
100 percent of voting securities are owned by Diebold Nixdorf Teknoloji A.S. (refer to 51 for ownership).
|
|
|
|
(36
|
)
|
95 percent of voting securities are owned by MOXX B.V. (refer to 4 for ownership), while the remaining 5 percent is owned by MOXX France S.A.R.L. (refer to 63 for ownership).
|
|
|
|
(37
|
)
|
99.99 percent of voting securities are owned by Registrant, while the remaining .01 percent is owned by Diebold Holding Company, LLC., which is 100 percent owned by Registrant.
|
|
|
|
(38
|
)
|
100 percent of voting securities are owned by 1932780 Ontario Inc., which is 100 percent owned by Diebold Nixdorf Canada Limited (refer to 4 for ownership).
|
|
|
|
(39
|
)
|
100 percent of voting securities are owned by Diebold Nixdorf Canada Limited (refer to 4 for ownership).
|
|
|
|
(40
|
)
|
100 percent of voting securities are owned by Diebold Africa (Proprietary) Limited (refer to 17 for ownership).
|
|
|
|
(41
|
)
|
99.99 percent of voting securities are owned by Diebold Self-Service Solutions Limited Liability Company (refer to 14 for ownership), while the remaining .01 percent is owned by Diebold Switzerland Holding Company, LLC (refer to 4 for ownership).
|
|
|
|
(42
|
)
|
100 percent of voting securities are owned by DBD (Barbados) 2 SRL, which is 100 percent owned by Registrant.
|
|
|
|
(43
|
)
|
93.4. percent of voting securities are owned by Diebold Mexico Holding Company, LLC (refer to 4 for ownership); 6.56 percent of voting securities are owned by WINCOR NIXDORF International (refer to 47 for ownership); <.001 percent of voting securities is owned by Wincor Nixdorf C.A. (refer to 51 for ownership); while the remaining <.001 percent is owned by Registrant.
|
|
|
|
(44
|
)
|
100 percent of voting securities are owned by Diebold Holding Germany Inc. & Co. KGaA, which is 100 percent owned by Registrant.
|
|
|
|
(45
|
)
|
99 percent of voting securities are owned by Diebold Latin America Holding Company, LLC, which is 100 percent owned by Registrant, while the remaining 1 percent is owned by Registrant.
|
|
|
|
(46
|
)
|
94.72 percent of voting securities are owned by Diebold Holding Germany Inc. & Co. KGaA, which is 100 percent owned by Registrant.
|
|
|
|
(47
|
)
|
100 percent of voting securities are owned by Diebold Nixdorf Aktiengesellschaft (refer to 46 for ownership).
|
|
|
|
(48
|
)
|
82.7 percent of voting securities are owned by WINCOR NIXDORF International GmbH (refer to 47 for ownership).
|
|
|
|
(49
|
)
|
100 percent of voting securities are owned by Aevi International GmbH (refer to 48 for ownership).
|
|
|
|
(50
|
)
|
93.14 percent of voting securities are owned by WINCOR NIXDORF International GmbH (refer to 47 for ownership).
|
|
|
|
(51
|
)
|
100 percent of voting securities are owned by WINCOR NIXDORF International GmbH (refer to 47 for ownership).
|
|
|
|
(52
|
)
|
100 percent of voting securities are owned by Diebold Nixdorf Logistics GmbH (refer to 51 for ownership).
|
|
|
|
(53
|
)
|
100 percent of voting securities are owned by BEB Industrie-Elektronik AG (refer to 51 for ownership).
|
|
|
|
(54
|
)
|
50 percent of voting securities are owned by WINCOR NIXDORF International GmbH (refer to 47 for ownership).
|
|
|
(55
|
)
|
99.99 percent of voting securities are owned by Procomp Industria Electronica LTDA (refer to 23 for ownership),and .0001 percent is owned Diebold Brasil Servicos de Technologia e Participacoes Ltda (refer to 22 for ownership)
|
|
|
|
(56
|
)
|
100 percent of voting securities are owned by Diebold Nixdorf S.L. (refer to 51 for ownership).
|
|
|
|
(57
|
)
|
100 percent of voting securities are owned by Wincor Nixdorf C.A.(refer to 51 for ownership).
|
|
|
|
(58
|
)
|
68 percent of voting securities are owned by WINCOR NIXDORF International GmbH (refer to 47 for ownership).
|
|
|
|
(59
|
)
|
100 percent of voting securities are owned by Projective N.V. (refer to 60 for ownership).
|
|
|
|
(60
|
)
|
53.07 percent of voting securities are owned by WINCOR NIXDORF International GmbH (refer to 47 for ownership).
|
|
|
|
(61
|
)
|
100 percent of voting securities are owned by Diebold Nixdorf B.V.(refer to 51 for ownership).
|
|
|
|
(62
|
)
|
100 percent of voting securities are owned by SecurCash Nederland B.V. (refer to 61 for ownership).
|
|
|
|
(63
|
)
|
100 percent of voting securities are owned by MOXX B.V. (refer to 4 for ownership).
|
|
|
|
(64
|
)
|
100 percent of voting securities are owned by Diebold Nixdorf (UK) Limited (refer to 51 for ownership).
|
|
|
|
(65
|
)
|
100 percent of voting securities are owned by IP Management GmbH (refer to 51 for ownership).
|
|
|
|
(66
|
)
|
100 percent of voting securities are owned by Diebold Nixdorf Pte. Ltd (refer to 51 for ownership).
|
|
|
|
(67
|
)
|
100 percent of voting securities are owned by Wincor Nixdorf Finance Malta Holding Ltd. (refer to 51 for ownership).
|
|
|
|
(68
|
)
|
100 percent of voting securities are owned by Diebold Nixdorf Software C.V. (refer to 9 for ownership).
|
|
|
|
(69
|
)
|
100 percent of voting securities are owned by Wincor Nixdorf Facility GmbH (refer to 51 for ownership).
|
|
|
|
(70
|
)
|
43.56 percent of voting securities are owned by WINCOR NIXDORF International GmbH (refer to 47 for ownership).
|
|
|
|
(71
|
)
|
100 percent of voting securities are owned by Aisino-Wincor Retail & Banking Syst. (Shanghai) Co. Ltd. (refer to 70 for ownership).
|
|
|
|
(72
|
)
|
100 percent of voting securities are owned by Diebold Nixdorf Finance AG (refer to 51 for ownership).
|
|
|
|
(73
|
)
|
99.86 percent of voting securities are owned by Registrant, while the remaining .14 percent of voting securities is owned by Diebold Latin America Holding Company, LLC, which is 100 percent owned by Registrant.
|
Signature
|
|
Date
|
|
|
|
/s/ Patrick W. Allender
|
January 29, 2019
|
|
Patrick W. Allender
|
|
|
|
|
|
/s/ Bruce Besanko
|
January 29, 2019
|
|
Bruce Besanko
|
|
|
|
|
|
/s/ Ellen M. Costello
|
January 29, 2019
|
|
Ellen M. Costello
|
|
|
|
|
|
/s/ Phillip R. Cox
|
January 29, 2019
|
|
Phillip R. Cox
|
|
|
|
|
|
/s/ Richard L. Crandall
|
January 29, 2019
|
|
Richard L. Crandall
|
|
|
|
|
|
/s/ Alexander Dibelius
|
January 29, 2019
|
|
Alexander Dibelius
|
|
|
|
|
|
/s/ Dieter Duesedau
|
January 29, 2019
|
|
Dieter Duesedau
|
|
|
|
|
|
/s/ Gale S. Fitzgerald
|
January 29, 2019
|
|
Gale S. Fitzgerald
|
|
|
|
|
|
/s/ Gary G. Greenfield
|
January 29, 2019
|
|
Gary G. Greenfield
|
|
|
|
|
|
/s/ Robert S. Prather, Jr.
|
January 29, 2019
|
|
Robert S. Prather, Jr.
|
|
|
|
|
|
/s/ Alan J. Weber
|
January 29, 2019
|
|
Alan J. Weber
|
|
1)
|
I have reviewed this annual report on Form 10-K of Diebold Nixdorf, Incorporated;
|
2)
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3)
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4)
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5)
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
1)
|
I have reviewed this annual report on Form 10-K of Diebold Nixdorf, Incorporated;
|
2)
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3)
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4)
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5)
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.
|
1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.
|