|
☒
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
Ohio
|
|
34-0183970
|
||
|
(State or other jurisdiction of
incorporation or organization)
|
|
(IRS Employer
Identification Number)
|
||
|
|
|
|
|
|
|
5995 Mayfair Road, PO Box 3077,
|
North Canton,
|
Ohio
|
|
44720-8077
|
|
(Address of principal executive offices)
|
|
(Zip Code)
|
||
|
Title of each class
|
|
Trading Symbol
|
|
Name of each exchange on which registered
|
|
Common shares, $1.25 par value per share
|
|
DBD
|
|
New York Stock Exchange
|
|
Large accelerated filer
|
☒
|
Accelerated filer
|
☐
|
Non-accelerated filer
|
☐
|
|
Smaller reporting company
|
☐
|
Emerging growth company
|
☐
|
|
|
|
|
|
June 30,
2019 |
|
December 31,
2018 |
||||
|
|
|
(Unaudited)
|
|
|
||||
|
ASSETS
|
|
|
|
|
||||
|
Current assets
|
|
|
|
|
||||
|
Cash, cash equivalents and restricted cash
|
|
$
|
259.8
|
|
|
$
|
458.4
|
|
|
Short-term investments
|
|
13.1
|
|
|
33.5
|
|
||
|
Trade receivables, less allowances for doubtful accounts of $54.4 and $58.2, respectively
|
|
712.5
|
|
|
737.2
|
|
||
|
Inventories
|
|
607.4
|
|
|
610.1
|
|
||
|
Prepaid expenses
|
|
52.8
|
|
|
57.4
|
|
||
|
Other current assets
|
|
291.6
|
|
|
306.8
|
|
||
|
Total current assets
|
|
1,937.2
|
|
|
2,203.4
|
|
||
|
Securities and other investments
|
|
17.6
|
|
|
22.4
|
|
||
|
Property, plant and equipment, net of accumulated depreciation and amortization of $517.8 and $494.1, respectively
|
|
277.2
|
|
|
304.1
|
|
||
|
Goodwill
|
|
823.6
|
|
|
827.1
|
|
||
|
Deferred income taxes
|
|
214.5
|
|
|
243.9
|
|
||
|
Customer relationships, net
|
|
492.3
|
|
|
533.1
|
|
||
|
Other intangible assets, net
|
|
78.6
|
|
|
91.5
|
|
||
|
Right-of-use operating lease assets
|
|
165.3
|
|
|
—
|
|
||
|
Other assets
|
|
98.2
|
|
|
86.4
|
|
||
|
Total assets
|
|
$
|
4,104.5
|
|
|
$
|
4,311.9
|
|
|
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
|
|
|
|
|
||||
|
Current liabilities
|
|
|
|
|
||||
|
Notes payable
|
|
$
|
42.2
|
|
|
$
|
49.5
|
|
|
Accounts payable
|
|
509.0
|
|
|
509.5
|
|
||
|
Deferred revenue
|
|
368.9
|
|
|
378.2
|
|
||
|
Payroll and other benefits liabilities
|
|
165.6
|
|
|
184.3
|
|
||
|
Operating lease liability
|
|
62.7
|
|
|
—
|
|
||
|
Other current liabilities
|
|
420.7
|
|
|
446.9
|
|
||
|
Total current liabilities
|
|
1,569.1
|
|
|
1,568.4
|
|
||
|
Long-term debt
|
|
2,174.1
|
|
|
2,190.0
|
|
||
|
Pensions, post-retirement and other benefits
|
|
272.0
|
|
|
273.8
|
|
||
|
Long-term operating lease liability
|
|
103.2
|
|
|
—
|
|
||
|
Deferred income taxes
|
|
177.3
|
|
|
221.6
|
|
||
|
Other liabilities
|
|
91.1
|
|
|
87.3
|
|
||
|
Commitments and contingencies
|
|
|
|
|
|
|
||
|
Redeemable noncontrolling interests
|
|
21.7
|
|
|
130.4
|
|
||
|
Equity
|
|
|
|
|
||||
|
Diebold Nixdorf, Incorporated shareholders' equity
|
|
|
|
|
||||
|
Preferred shares, no par value, 1,000,000 authorized shares, none issued
|
|
—
|
|
|
—
|
|
||
|
Common shares, $1.25 par value, 125,000,000 authorized shares, 92,132,662 and 91,345,451 issued shares, 76,745,677 and 76,174,025 outstanding shares, respectively
|
|
115.2
|
|
|
114.2
|
|
||
|
Additional capital
|
|
765.3
|
|
|
741.8
|
|
||
|
Accumulated deficit
|
|
(351.3
|
)
|
|
(168.3
|
)
|
||
|
Treasury shares, at cost (15,386,985 and 15,171,426 shares, respectively)
|
|
(571.8
|
)
|
|
(570.4
|
)
|
||
|
Accumulated other comprehensive loss
|
|
(286.2
|
)
|
|
(303.7
|
)
|
||
|
Total Diebold Nixdorf, Incorporated shareholders' equity
|
|
(328.8
|
)
|
|
(186.4
|
)
|
||
|
Noncontrolling interests
|
|
24.8
|
|
|
26.8
|
|
||
|
Total equity
|
|
(304.0
|
)
|
|
(159.6
|
)
|
||
|
Total liabilities, redeemable noncontrolling interests and equity
|
|
$
|
4,104.5
|
|
|
$
|
4,311.9
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
June 30,
|
|
June 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
Net sales
|
|
|
|
|
|
|
|
||||||||
|
Services
|
$
|
659.3
|
|
|
$
|
692.6
|
|
|
$
|
1,288.0
|
|
|
$
|
1,382.9
|
|
|
Products
|
490.9
|
|
|
413.0
|
|
|
890.3
|
|
|
786.9
|
|
||||
|
|
1,150.2
|
|
|
1,105.6
|
|
|
2,178.3
|
|
|
2,169.8
|
|
||||
|
Cost of sales
|
|
|
|
|
|
|
|
||||||||
|
Services
|
491.4
|
|
|
550.6
|
|
|
964.9
|
|
|
1,073.6
|
|
||||
|
Products
|
381.6
|
|
|
337.3
|
|
|
692.1
|
|
|
640.1
|
|
||||
|
|
873.0
|
|
|
887.9
|
|
|
1,657.0
|
|
|
1,713.7
|
|
||||
|
Gross profit
|
277.2
|
|
|
217.7
|
|
|
521.3
|
|
|
456.1
|
|
||||
|
Selling and administrative expense
|
222.1
|
|
|
219.8
|
|
|
450.4
|
|
|
447.7
|
|
||||
|
Research, development and engineering expense
|
36.1
|
|
|
40.6
|
|
|
73.0
|
|
|
82.3
|
|
||||
|
Impairment of assets
|
—
|
|
|
83.1
|
|
|
—
|
|
|
83.1
|
|
||||
|
Loss (gain) on sale of assets, net
|
11.7
|
|
|
0.8
|
|
|
15.1
|
|
|
(6.9
|
)
|
||||
|
|
269.9
|
|
|
344.3
|
|
|
538.5
|
|
|
606.2
|
|
||||
|
Operating profit (loss)
|
7.3
|
|
|
(126.6
|
)
|
|
(17.2
|
)
|
|
(150.1
|
)
|
||||
|
Other income (expense)
|
|
|
|
|
|
|
|
||||||||
|
Interest income
|
2.2
|
|
|
1.9
|
|
|
5.1
|
|
|
5.4
|
|
||||
|
Interest expense
|
(49.9
|
)
|
|
(28.4
|
)
|
|
(100.8
|
)
|
|
(54.4
|
)
|
||||
|
Foreign exchange loss, net
|
(5.1
|
)
|
|
(3.1
|
)
|
|
(2.3
|
)
|
|
(4.5
|
)
|
||||
|
Miscellaneous, net
|
(0.4
|
)
|
|
(2.7
|
)
|
|
(1.8
|
)
|
|
(2.8
|
)
|
||||
|
Loss before taxes
|
(45.9
|
)
|
|
(158.9
|
)
|
|
(117.0
|
)
|
|
(206.4
|
)
|
||||
|
Income tax expense (benefit)
|
9.2
|
|
|
(29.8
|
)
|
|
69.6
|
|
|
(10.6
|
)
|
||||
|
Equity in earnings of unconsolidated subsidiaries
|
(0.2
|
)
|
|
0.8
|
|
|
(0.6
|
)
|
|
1.9
|
|
||||
|
Net loss
|
(55.3
|
)
|
|
(128.3
|
)
|
|
(187.2
|
)
|
|
(193.9
|
)
|
||||
|
Net (loss) income attributable to noncontrolling interests
|
(5.0
|
)
|
|
5.1
|
|
|
(4.2
|
)
|
|
12.7
|
|
||||
|
Net loss attributable to Diebold Nixdorf, Incorporated
|
$
|
(50.3
|
)
|
|
$
|
(133.4
|
)
|
|
$
|
(183.0
|
)
|
|
$
|
(206.6
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
|
Basic and diluted weighted-average shares outstanding
|
76.7
|
|
|
76.0
|
|
|
76.5
|
|
|
75.9
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Net loss attributable to Diebold Nixdorf, Incorporated
|
|
|
|
|
|
|
|
||||||||
|
Basic and diluted loss per share
|
$
|
(0.66
|
)
|
|
$
|
(1.76
|
)
|
|
$
|
(2.39
|
)
|
|
$
|
(2.72
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
|
Dividends declared and paid per common share
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.10
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
|
June 30,
|
|
June 30,
|
||||||||||||
|
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
Net loss
|
|
$
|
(55.3
|
)
|
|
$
|
(128.3
|
)
|
|
$
|
(187.2
|
)
|
|
$
|
(193.9
|
)
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|
|
|
||||||||
|
Adoption of accounting standard
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(29.0
|
)
|
||||
|
Translation adjustment
|
|
14.0
|
|
|
(81.3
|
)
|
|
18.4
|
|
|
(63.1
|
)
|
||||
|
Foreign currency hedges (net of tax of $(0.4), $(2.2), $(0.0) and $(1.1), respectively)
|
|
0.7
|
|
|
8.7
|
|
|
0.1
|
|
|
5.9
|
|
||||
|
Interest rate hedges
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Net (loss) gain recognized in other comprehensive income (net of tax of $0.7, $(0.4), $1.2 and $(1.1), respectively)
|
|
(3.4
|
)
|
|
0.5
|
|
|
(5.7
|
)
|
|
2.7
|
|
||||
|
Reclassification adjustment for amounts recognized in net income
|
|
0.5
|
|
|
0.8
|
|
|
1.0
|
|
|
1.2
|
|
||||
|
|
|
(2.9
|
)
|
|
1.3
|
|
|
(4.7
|
)
|
|
3.9
|
|
||||
|
Pension and other post-retirement benefits
|
|
|
|
|
|
|
|
|
||||||||
|
Net actuarial gain amortization (net of tax of $(0.4), $(0.6), $(0.7) and $(0.2), respectively)
|
|
4.3
|
|
|
1.8
|
|
|
3.8
|
|
|
3.6
|
|
||||
|
Other
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
||||
|
Other comprehensive income (loss), net of tax
|
|
16.1
|
|
|
(69.5
|
)
|
|
17.7
|
|
|
(78.7
|
)
|
||||
|
Comprehensive loss
|
|
(39.2
|
)
|
|
(197.8
|
)
|
|
(169.5
|
)
|
|
(272.6
|
)
|
||||
|
Less: comprehensive (loss) income attributable to noncontrolling interests
|
|
(7.5
|
)
|
|
3.3
|
|
|
(4.0
|
)
|
|
10.9
|
|
||||
|
Comprehensive loss attributable to Diebold Nixdorf, Incorporated
|
|
$
|
(31.7
|
)
|
|
$
|
(201.1
|
)
|
|
$
|
(165.5
|
)
|
|
$
|
(283.5
|
)
|
|
|
|
Six Months Ended
|
||||||
|
|
|
June 30,
|
||||||
|
|
|
2019
|
|
2018
|
||||
|
Cash flow from operating activities
|
|
|
|
|
||||
|
Net loss
|
|
$
|
(187.2
|
)
|
|
$
|
(193.9
|
)
|
|
Adjustments to reconcile net loss to cash flow used by operating activities:
|
|
|
|
|
||||
|
Depreciation and amortization
|
|
115.8
|
|
|
125.3
|
|
||
|
Share-based compensation
|
|
14.1
|
|
|
20.3
|
|
||
|
Loss (gain) on sale of assets, net
|
|
15.1
|
|
|
(6.9
|
)
|
||
|
Impairment of assets
|
|
—
|
|
|
83.1
|
|
||
|
Deferred income taxes
|
|
(13.4
|
)
|
|
(66.2
|
)
|
||
|
Other
|
|
0.6
|
|
|
(1.7
|
)
|
||
|
Changes in certain assets and liabilities
|
|
|
|
|
||||
|
Trade receivables
|
|
23.1
|
|
|
(4.9
|
)
|
||
|
Inventories
|
|
(1.2
|
)
|
|
(107.9
|
)
|
||
|
Accounts payable
|
|
1.4
|
|
|
15.4
|
|
||
|
Deferred revenue
|
|
(10.8
|
)
|
|
(10.9
|
)
|
||
|
Sales tax and net value added tax
|
|
(23.8
|
)
|
|
(36.0
|
)
|
||
|
Income taxes
|
|
62.4
|
|
|
(8.2
|
)
|
||
|
Prepaid and other current assets
|
|
(3.2
|
)
|
|
(12.9
|
)
|
||
|
Accrued salaries, wages and commissions
|
|
(15.3
|
)
|
|
(23.8
|
)
|
||
|
Restructuring
|
|
(23.0
|
)
|
|
(16.4
|
)
|
||
|
Warranty liability
|
|
(2.0
|
)
|
|
(18.0
|
)
|
||
|
Certain other assets and liabilities
|
|
(20.2
|
)
|
|
7.0
|
|
||
|
Net cash used by operating activities
|
|
(67.6
|
)
|
|
(256.6
|
)
|
||
|
Cash flow from investing activities
|
|
|
|
|
||||
|
Capital expenditures
|
|
(20.3
|
)
|
|
(30.6
|
)
|
||
|
Payment for acquisition
|
|
—
|
|
|
(5.8
|
)
|
||
|
Proceeds from maturities of short-term investments
|
|
108.2
|
|
|
158.5
|
|
||
|
Payments for purchases of short-term investments
|
|
(85.8
|
)
|
|
(91.1
|
)
|
||
|
Proceeds from sale of assets
|
|
8.2
|
|
|
10.5
|
|
||
|
Increase in certain other assets
|
|
(11.8
|
)
|
|
(17.2
|
)
|
||
|
Net cash (used) provided by investing activities
|
|
(1.5
|
)
|
|
24.3
|
|
||
|
Cash flow from financing activities
|
|
|
|
|
||||
|
Dividends paid
|
|
—
|
|
|
(7.7
|
)
|
||
|
Debt issuance costs
|
|
—
|
|
|
(0.9
|
)
|
||
|
Revolving credit facility (repayments) borrowings, net
|
|
(10.0
|
)
|
|
65.0
|
|
||
|
Other debt borrowings
|
|
19.6
|
|
|
34.2
|
|
||
|
Other debt repayments
|
|
(42.9
|
)
|
|
(57.6
|
)
|
||
|
Distributions and payments to noncontrolling interest holders
|
|
(98.0
|
)
|
|
(29.1
|
)
|
||
|
Repurchase of common shares and other
|
|
(1.6
|
)
|
|
(2.9
|
)
|
||
|
Net cash (used) provided by financing activities
|
|
(132.9
|
)
|
|
1.0
|
|
||
|
Effect of exchange rate changes on cash and cash equivalents
|
|
0.2
|
|
|
(9.8
|
)
|
||
|
Decrease in cash, cash equivalents and restricted cash
|
|
(201.8
|
)
|
|
(241.1
|
)
|
||
|
Add: Cash included in assets held for sale at beginning of period
|
|
7.3
|
|
|
—
|
|
||
|
Less: Cash included in assets held for sale at end of period
|
|
4.1
|
|
|
—
|
|
||
|
Cash, cash equivalents and restricted cash at the beginning of the period
|
|
458.4
|
|
|
543.2
|
|
||
|
Cash, cash equivalents and restricted cash at the end of the period
|
|
$
|
259.8
|
|
|
$
|
302.1
|
|
|
Standards Adopted
|
|
Description
|
|
Effective
Date
|
|
Accounting Standards Update (ASU) 2016-02, Leases
|
|
The standard requires that a lessee recognize on its balance sheet right-of-use (ROU) assets and corresponding liabilities resulting from leasing transactions, as well as additional financial statement disclosures. The Company elected the option to apply the transition requirements in Accounting Standards Codification (ASC) 842 at the effective date of January 1, 2019. The effects of initially applying ASC 842 resulted in no cumulative adjustment to retained earnings in the period of adoption. The provisions of this update apply to substantially all leased assets.
|
|
January 1, 2019
|
|
•
|
The Company elected the option to apply the transition requirements in ASC 842 at the effective date of January 1, 2019.
|
|
•
|
The Company elected the package of practical expedients permitted under the transition guidance within the new standard, which allowed the Company to carry forward its ASC 840 assessment regarding definition of a lease, lease classification and initial direct costs.
|
|
•
|
The practical expedient related to land easements is not applicable as the Company currently does not utilize any easements.
|
|
•
|
The Company declined the hindsight practical expedient to determine the lease term and ROU asset impairment for existing leases. The decision to decline the hindsight practical expedient resulted in relying on assessments made under ASC 840 during transition and re-assessing under ASC 842 going forward.
|
|
•
|
The Company declined the short-term lease exception, therefore recognizing all leases in the ROU asset and lease liability balances. Consistent with ASC 842 requirements, leases that are one month or less are not included in the balance.
|
|
•
|
The Company elected to not separate non-lease components from lease components and, instead, to account for each separate lease component and the non-lease components associated with it as a single lease component, recognized on the balance sheet. This election has been made for all classes of underlying assets.
|
|
•
|
The Company elected to use a grouping/portfolio approach on applying discount rates to leases at transition, for certain groups of leases where it was determined that using this approach would not differ materially from a lease-by-lease approach.
|
|
|
Six Months Ended
|
|
|
|
June 30, 2019
|
|
|
Weighted-average remaining lease terms (in years)
|
|
|
|
Operating leases
|
4.1
|
|
|
Finance leases
|
2.6
|
|
|
Weighted-average discount rate
|
|
|
|
Operating leases
|
13.8
|
%
|
|
Finance leases
|
26.7
|
%
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||
|
|
June 30, 2019
|
|
June 30, 2019
|
||||
|
Lease expense
|
|
|
|
||||
|
Operating lease expense
|
$
|
21.5
|
|
|
$
|
42.1
|
|
|
Finance lease expense
|
|
|
|
||||
|
Amortization of ROU lease assets
|
$
|
0.2
|
|
|
$
|
0.3
|
|
|
Interest on lease liabilities
|
$
|
0.1
|
|
|
$
|
0.2
|
|
|
Variable lease expense
|
$
|
5.0
|
|
|
$
|
8.2
|
|
|
|
Operating
|
|
Finance
|
||||
|
2019 (excluding the six months ended June 30, 2019)
|
$
|
50.3
|
|
|
$
|
0.4
|
|
|
2020
|
61.3
|
|
|
0.9
|
|
||
|
2021
|
39.2
|
|
|
0.9
|
|
||
|
2022
|
22.9
|
|
|
—
|
|
||
|
2023
|
14.8
|
|
|
—
|
|
||
|
Thereafter
|
25.5
|
|
|
—
|
|
||
|
Total
|
214.0
|
|
|
2.2
|
|
||
|
Less: Present value discount
|
(48.1
|
)
|
|
(0.7
|
)
|
||
|
Lease liability
|
$
|
165.9
|
|
|
$
|
1.5
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||
|
|
June 30, 2019
|
|
June 30, 2019
|
||||
|
Cash paid for amounts included in the measurement of lease liabilities
|
|
|
|
||||
|
Operating - operating cash flows
|
$
|
19.4
|
|
|
$
|
41.3
|
|
|
Finance - financing cash flows
|
$
|
0.1
|
|
|
$
|
0.2
|
|
|
Finance - operating cash flows
|
$
|
0.1
|
|
|
$
|
0.2
|
|
|
ROU lease assets obtained in the exchange for lease liabilities
|
|
|
|
||||
|
Operating leases
|
$
|
26.1
|
|
|
$
|
40.8
|
|
|
Finance leases
|
$
|
0.1
|
|
|
$
|
2.1
|
|
|
|
June 30, 2019
|
||
|
Assets
|
|
||
|
Operating
|
$
|
165.3
|
|
|
Finance
|
1.7
|
|
|
|
Total leased assets
|
$
|
167.0
|
|
|
|
|
||
|
Current liabilities
|
|
||
|
Operating
|
$
|
62.7
|
|
|
Finance
|
0.2
|
|
|
|
Noncurrent liabilities
|
|
||
|
Operating
|
103.2
|
|
|
|
Finance
|
1.3
|
|
|
|
Total lease liabilities
|
$
|
167.4
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
|
June 30,
|
|
June 30,
|
||||||||||||
|
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
Numerator
|
|
|
|
|
|
|
|
|
||||||||
|
Income (loss) used in basic and diluted loss per share
|
|
|
|
|
|
|
|
|
||||||||
|
Net loss
|
|
$
|
(55.3
|
)
|
|
$
|
(128.3
|
)
|
|
$
|
(187.2
|
)
|
|
$
|
(193.9
|
)
|
|
Net (loss) income attributable to noncontrolling interests
|
|
(5.0
|
)
|
|
5.1
|
|
|
(4.2
|
)
|
|
12.7
|
|
||||
|
Net loss attributable to Diebold Nixdorf, Incorporated
|
|
$
|
(50.3
|
)
|
|
$
|
(133.4
|
)
|
|
$
|
(183.0
|
)
|
|
$
|
(206.6
|
)
|
|
Denominator
|
|
|
|
|
|
|
|
|
||||||||
|
Weighted-average number of common shares used in basic and diluted loss per share (1)
|
|
76.7
|
|
|
76.0
|
|
|
76.5
|
|
|
75.9
|
|
||||
|
Net loss attributable to Diebold Nixdorf, Incorporated
|
|
|
|
|
|
|
|
|
||||||||
|
Basic and diluted loss per share
|
|
$
|
(0.66
|
)
|
|
$
|
(1.76
|
)
|
|
$
|
(2.39
|
)
|
|
$
|
(2.72
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Anti-dilutive shares
|
|
|
|
|
|
|
|
|
||||||||
|
Anti-dilutive shares not used in calculating diluted weighted-average shares
|
|
3.4
|
|
|
5.0
|
|
|
3.8
|
|
|
4.4
|
|
||||
|
(1)
|
Incremental shares of 1.8 and 0.7 shares for the three months ended June 30, 2019 and 2018, respectively, and 1.5 and 0.8 shares for the six months ended June 30, 2019 and 2018, respectively, would have been included in the weighted-average number of shares used in diluted earnings (loss) per share used in the computation of diluted earnings (loss) per share because their effects are dilutive.
|
|
|
|
Number of
Shares |
|
Weighted-
Average Exercise Price |
|
Weighted-
Average Remaining Contractual Term |
|
Aggregate
Intrinsic Value (1) |
|||||
|
|
|
|
|
(per share)
|
|
(in years)
|
|
|
|||||
|
Outstanding at January 1, 2019
|
|
2.5
|
|
|
$
|
27.05
|
|
|
|
|
|
||
|
Expired or forfeited
|
|
(0.2
|
)
|
|
$
|
27.84
|
|
|
|
|
|
||
|
Granted
|
|
1.2
|
|
|
$
|
4.67
|
|
|
|
|
|
||
|
Outstanding at June 30, 2019
|
|
3.5
|
|
|
$
|
19.60
|
|
|
6
|
|
$
|
11.0
|
|
|
Options exercisable at June 30, 2019
|
|
1.8
|
|
|
$
|
28.81
|
|
|
9
|
|
$
|
15.4
|
|
|
Options vested and expected to vest(2) at June 30, 2019
|
|
1.7
|
|
|
$
|
9.80
|
|
|
8
|
|
$
|
26.4
|
|
|
(1)
|
The aggregate intrinsic value (the difference between the closing price of the Company’s common shares on the last trading day of the second quarter of 2019 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 June 30, 2019. The amount of aggregate intrinsic value will change based on the fair market value of the Company’s common shares.
|
|
(2)
|
The options expected to vest are the result of applying the pre-vesting forfeiture rate assumption to total outstanding non-vested options.
|
|
|
|
Number of
Shares |
|
Weighted-Average
Grant-Date Fair Value |
|||
|
RSUs:
|
|
|
|
|
|||
|
Non-vested at January 1, 2019
|
|
1.6
|
|
|
$
|
19.66
|
|
|
Vested
|
|
(0.8
|
)
|
|
$
|
20.50
|
|
|
Granted
|
|
1.5
|
|
|
$
|
5.10
|
|
|
Non-vested at June 30, 2019
|
|
2.3
|
|
|
$
|
10.40
|
|
|
Performance Shares:
|
|
|
|
|
|||
|
Non-vested at January 1, 2019
|
|
3.0
|
|
|
$
|
26.90
|
|
|
Forfeited
|
|
(0.5
|
)
|
|
$
|
26.80
|
|
|
Vested
|
|
(0.2
|
)
|
|
$
|
26.60
|
|
|
Non-vested at June 30, 2019
|
|
2.3
|
|
|
$
|
26.90
|
|
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
|
Finished goods
|
|
$
|
224.0
|
|
|
$
|
211.2
|
|
|
Service parts
|
|
212.3
|
|
|
221.6
|
|
||
|
Raw materials and work in process
|
|
171.1
|
|
|
177.3
|
|
||
|
Total inventories
|
|
$
|
607.4
|
|
|
$
|
610.1
|
|
|
|
|
Cost Basis
|
|
Unrealized Gain
|
|
Fair Value
|
||||||
|
As of June 30, 2019
|
|
|
|
|
|
|
||||||
|
Short-term investments
|
|
|
|
|
|
|
||||||
|
Certificates of deposit
|
|
$
|
13.1
|
|
|
$
|
—
|
|
|
$
|
13.1
|
|
|
Long-term investments
|
|
|
|
|
|
|
||||||
|
Assets held in a rabbi trust
|
|
$
|
6.1
|
|
|
$
|
0.6
|
|
|
$
|
6.7
|
|
|
|
|
|
|
|
|
|
||||||
|
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
|
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
|
Finance lease receivables sold
|
$
|
—
|
|
|
$
|
11.1
|
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
|
Gross minimum lease receivables
|
$
|
38.2
|
|
|
$
|
39.0
|
|
|
Allowance for credit losses
|
(0.2
|
)
|
|
(0.4
|
)
|
||
|
Estimated unguaranteed residual values
|
0.3
|
|
|
0.4
|
|
||
|
|
38.3
|
|
|
39.0
|
|
||
|
Less:
|
|
|
|
||||
|
Unearned interest income
|
(3.0
|
)
|
|
(3.0
|
)
|
||
|
Unearned residuals
|
(0.1
|
)
|
|
(0.1
|
)
|
||
|
|
(3.1
|
)
|
|
(3.1
|
)
|
||
|
Total
|
$
|
35.2
|
|
|
$
|
35.9
|
|
|
2019
|
$
|
8.0
|
|
|
2020
|
7.8
|
|
|
|
2021
|
7.2
|
|
|
|
2022
|
6.3
|
|
|
|
2023
|
4.7
|
|
|
|
Thereafter
|
4.2
|
|
|
|
|
$
|
38.2
|
|
|
|
Eurasia Banking
|
|
Americas Banking
|
|
Retail
|
|
Total
|
||||||||
|
Goodwill
|
$
|
639.4
|
|
|
$
|
462.9
|
|
|
$
|
305.5
|
|
|
$
|
1,407.8
|
|
|
Accumulated impairment
|
(168.7
|
)
|
|
(122.0
|
)
|
|
—
|
|
|
(290.7
|
)
|
||||
|
Balance at January 1, 2018
|
$
|
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
|
(321.7
|
)
|
|
(122.0
|
)
|
|
(64.5
|
)
|
|
(508.2
|
)
|
||||
|
Balance at December 31, 2018
|
$
|
306.9
|
|
|
$
|
332.3
|
|
|
$
|
187.9
|
|
|
$
|
827.1
|
|
|
Divestitures
|
—
|
|
|
—
|
|
|
(3.9
|
)
|
|
(3.9
|
)
|
||||
|
Currency translation adjustment
|
0.2
|
|
|
0.1
|
|
|
0.1
|
|
|
0.4
|
|
||||
|
Goodwill
|
$
|
628.8
|
|
|
$
|
454.4
|
|
|
$
|
248.6
|
|
|
$
|
1,331.8
|
|
|
Accumulated impairment
|
(321.7
|
)
|
|
(122.0
|
)
|
|
(64.5
|
)
|
|
(508.2
|
)
|
||||
|
Balance at June 30, 2019
|
$
|
307.1
|
|
|
$
|
332.4
|
|
|
$
|
184.1
|
|
|
$
|
823.6
|
|
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||||||||||||||||||
|
|
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
|
$
|
707.8
|
|
|
$
|
(215.5
|
)
|
|
$
|
492.3
|
|
|
$
|
712.2
|
|
|
$
|
(179.1
|
)
|
|
$
|
533.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Internally-developed software
|
2.6 years
|
199.1
|
|
|
(133.9
|
)
|
|
65.2
|
|
|
189.6
|
|
|
(118.9
|
)
|
|
70.7
|
|
||||||
|
Development costs non-software
|
4.0 years
|
52.1
|
|
|
(45.1
|
)
|
|
7.0
|
|
|
52.5
|
|
|
(44.3
|
)
|
|
8.2
|
|
||||||
|
Other intangibles
|
2.5 years
|
79.7
|
|
|
(73.3
|
)
|
|
6.4
|
|
|
79.5
|
|
|
(66.9
|
)
|
|
12.6
|
|
||||||
|
Other intangible assets, net
|
|
330.9
|
|
|
(252.3
|
)
|
|
78.6
|
|
|
321.6
|
|
|
(230.1
|
)
|
|
91.5
|
|
||||||
|
Total
|
|
$
|
1,038.7
|
|
|
$
|
(467.8
|
)
|
|
$
|
570.9
|
|
|
$
|
1,033.8
|
|
|
$
|
(409.2
|
)
|
|
$
|
624.6
|
|
|
|
|
2019
|
|
2018
|
||||
|
Balance at January 1
|
|
$
|
40.1
|
|
|
$
|
76.7
|
|
|
Current period accruals
|
|
6.2
|
|
|
5.9
|
|
||
|
Current period settlements
|
|
(6.3
|
)
|
|
(23.2
|
)
|
||
|
Currency translation adjustment
|
|
(1.5
|
)
|
|
(3.6
|
)
|
||
|
Balance at June 30
|
|
$
|
38.5
|
|
|
$
|
55.8
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
|
June 30,
|
|
June 30,
|
||||||||||||
|
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
Cost of sales – services
|
|
$
|
2.6
|
|
|
$
|
(0.3
|
)
|
|
$
|
4.1
|
|
|
$
|
1.7
|
|
|
Cost of sales – products
|
|
—
|
|
|
(0.5
|
)
|
|
—
|
|
|
0.1
|
|
||||
|
Selling and administrative expense
|
|
4.8
|
|
|
3.1
|
|
|
7.0
|
|
|
4.4
|
|
||||
|
Research, development and engineering expense
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
||||
|
Loss on sale of assets, net
|
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
||||
|
Total
|
|
$
|
7.4
|
|
|
$
|
2.2
|
|
|
$
|
11.2
|
|
|
$
|
6.1
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
|
June 30,
|
|
June 30,
|
||||||||||||
|
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
Severance
|
|
|
|
|
|
|
|
|
||||||||
|
Eurasia Banking
|
|
$
|
1.3
|
|
|
$
|
1.2
|
|
|
$
|
2.8
|
|
|
$
|
3.7
|
|
|
Americas Banking
|
|
0.2
|
|
|
0.2
|
|
|
0.6
|
|
|
0.3
|
|
||||
|
Retail
|
|
2.8
|
|
|
0.3
|
|
|
3.6
|
|
|
0.8
|
|
||||
|
Corporate
|
|
3.0
|
|
|
0.5
|
|
|
4.1
|
|
|
1.3
|
|
||||
|
Total severance
|
|
$
|
7.3
|
|
|
$
|
2.2
|
|
|
$
|
11.1
|
|
|
$
|
6.1
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Other
|
|
|
|
|
|
|
|
|
||||||||
|
Americas Banking
|
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
||||
|
Total Other
|
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
||||
|
Total
|
|
$
|
7.4
|
|
|
$
|
2.2
|
|
|
$
|
11.2
|
|
|
$
|
6.1
|
|
|
|
DN Now
|
|
DN2020 Plan
|
|
Strategic Alliance
|
|
|
||||||||||||
|
|
Severance
|
|
Other
|
|
Severance
|
|
Severance
|
|
Total
|
||||||||||
|
Eurasia Banking
|
$
|
36.1
|
|
|
$
|
—
|
|
|
$
|
51.5
|
|
|
$
|
8.2
|
|
|
$
|
95.8
|
|
|
Americas Banking
|
9.2
|
|
|
0.1
|
|
|
13.6
|
|
|
—
|
|
|
22.9
|
|
|||||
|
Retail
|
16.1
|
|
|
—
|
|
|
15.6
|
|
|
—
|
|
|
31.7
|
|
|||||
|
Corporate
|
8.6
|
|
|
—
|
|
|
15.1
|
|
|
—
|
|
|
23.7
|
|
|||||
|
Total
|
$
|
70.0
|
|
|
$
|
0.1
|
|
|
$
|
95.8
|
|
|
$
|
8.2
|
|
|
$
|
174.1
|
|
|
|
|
2019
|
|
2018
|
||||
|
Balance at January 1
|
|
$
|
56.9
|
|
|
$
|
54.0
|
|
|
Liabilities incurred
|
|
11.2
|
|
|
6.1
|
|
||
|
Liabilities paid/settled
|
|
(34.6
|
)
|
|
(23.2
|
)
|
||
|
Balance at June 30
|
|
$
|
33.5
|
|
|
$
|
36.9
|
|
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
|
Notes payable
|
|
|
|
|
||||
|
Uncommitted lines of credit
|
|
$
|
14.1
|
|
|
$
|
20.9
|
|
|
Term Loan A-1 Facility
|
|
16.3
|
|
|
16.3
|
|
||
|
Term Loan B Facility - USD
|
|
4.8
|
|
|
4.8
|
|
||
|
Term Loan B Facility - Euro
|
|
4.7
|
|
|
4.8
|
|
||
|
Other
|
|
2.3
|
|
|
2.7
|
|
||
|
|
|
$
|
42.2
|
|
|
$
|
49.5
|
|
|
Long-term debt
|
|
|
|
|
||||
|
Revolving Facility
|
|
$
|
115.0
|
|
|
$
|
125.0
|
|
|
Term Loan A Facility
|
|
126.3
|
|
|
126.3
|
|
||
|
Delayed Draw Term Loan A Facility
|
|
160.5
|
|
|
160.5
|
|
||
|
Term Loan A-1 Facility
|
|
617.5
|
|
|
625.6
|
|
||
|
Term Loan B Facility - USD
|
|
410.8
|
|
|
413.2
|
|
||
|
Term Loan B Facility - Euro
|
|
406.9
|
|
|
411.9
|
|
||
|
2024 Senior Notes
|
|
400.0
|
|
|
400.0
|
|
||
|
Other
|
|
1.8
|
|
|
2.4
|
|
||
|
|
|
2,238.8
|
|
|
2,264.9
|
|
||
|
Long-term deferred financing fees
|
|
(64.7
|
)
|
|
(74.9
|
)
|
||
|
|
|
$
|
2,174.1
|
|
|
$
|
2,190.0
|
|
|
|
|
Six Months Ended
|
||||||
|
|
|
June 30,
|
||||||
|
|
|
2019
|
|
2018
|
||||
|
Revolving credit facility (repayments) borrowings, net
|
|
$
|
(10.0
|
)
|
|
$
|
65.0
|
|
|
|
|
|
|
|
||||
|
Other debt borrowings
|
|
|
|
|
||||
|
International short-term uncommitted lines of credit borrowings
|
|
$
|
19.6
|
|
|
$
|
34.2
|
|
|
|
|
|
|
|
||||
|
Other debt repayments
|
|
|
|
|
||||
|
Payments on Term Loan A Facility under the Credit Agreement
|
|
$
|
—
|
|
|
$
|
(11.5
|
)
|
|
Payments on Delayed Draw Term Loan A Facility under the Credit Agreement
|
|
—
|
|
|
(6.3
|
)
|
||
|
Payments Term Loan A-1 Facility under the Credit Agreement
|
|
(8.1
|
)
|
|
—
|
|
||
|
Payments on Term Loan B Facility - USD under the Credit Agreement
|
|
(2.4
|
)
|
|
(2.4
|
)
|
||
|
Payments on Term Loan B Facility - Euro under the Credit Agreement
|
|
(2.4
|
)
|
|
(2.5
|
)
|
||
|
International short-term uncommitted lines of credit and other repayments
|
|
(30.0
|
)
|
|
(34.9
|
)
|
||
|
|
|
$
|
(42.9
|
)
|
|
$
|
(57.6
|
)
|
|
•
|
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(i)
|
|
LIBOR + 2.75%
|
|
November 2023
|
|
7.5
|
|
Term Loan B Facility - Euro(ii)
|
|
EURIBOR + 3.00%
|
|
November 2023
|
|
7.5
|
|
2024 Senior Notes
|
|
8.5%
|
|
April 2024
|
|
8
|
|
(i)
|
LIBOR with a floor of 0.0%.
|
|
(ii)
|
EURIBOR with a floor of 0.0%.
|
|
|
|
2019
|
|
2018
|
||||
|
Balance at January 1
|
|
$
|
130.4
|
|
|
$
|
492.1
|
|
|
Other comprehensive income
|
|
(1.7
|
)
|
|
(12.1
|
)
|
||
|
Redemption value adjustment
|
|
(18.6
|
)
|
|
(8.1
|
)
|
||
|
Redemption of shares
|
|
(88.4
|
)
|
|
(3.3
|
)
|
||
|
Balance at June 30
|
|
$
|
21.7
|
|
|
$
|
468.6
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Total Diebold Nixdorf, Incorporated Shareholders' Equity
|
|
|
|
|
||||||||||||||||
|
|
|
Common Shares
|
|
Additional
Capital
|
|
Accumulated Deficit
|
|
Treasury
Shares
|
|
|
|
Non-controlling
Interests
|
|
Total
Equity
|
||||||||||||||||||
|
Balance, December 31, 2018
|
|
114.2
|
|
|
741.8
|
|
|
(168.3
|
)
|
|
(570.4
|
)
|
|
(303.7
|
)
|
|
(186.4
|
)
|
|
26.8
|
|
|
(159.6
|
)
|
||||||||
|
Net income (loss)
|
|
|
|
|
|
(132.7
|
)
|
|
|
|
|
|
(132.7
|
)
|
|
0.8
|
|
|
(131.9
|
)
|
||||||||||||
|
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
(1.1
|
)
|
|
(1.1
|
)
|
|
2.7
|
|
|
1.6
|
|
||||||||||||
|
Share-based compensation issued
|
|
0.7
|
|
|
(0.7
|
)
|
|
|
|
|
|
|
|
—
|
|
|
|
|
—
|
|
||||||||||||
|
Share-based compensation expense
|
|
|
|
9.3
|
|
|
|
|
|
|
|
|
9.3
|
|
|
|
|
9.3
|
|
|||||||||||||
|
Treasury shares
|
|
|
|
|
|
|
|
(1.1
|
)
|
|
|
|
(1.1
|
)
|
|
|
|
(1.1
|
)
|
|||||||||||||
|
Reclassification of guaranteed dividend to accrued liabilities
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(0.6
|
)
|
|
(0.6
|
)
|
|||||||||||||
|
Reclassifications of redeemable noncontrolling interest
|
|
|
|
10.6
|
|
|
|
|
|
|
|
|
10.6
|
|
|
—
|
|
|
10.6
|
|
||||||||||||
|
Acquisitions and divestitures, net
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(3.0
|
)
|
|
(3.0
|
)
|
|||||||||||||
|
Balance, March 31, 2019
|
|
$
|
114.9
|
|
|
$
|
761.0
|
|
|
$
|
(301.0
|
)
|
|
$
|
(571.5
|
)
|
|
$
|
(304.8
|
)
|
|
$
|
(301.4
|
)
|
|
$
|
26.7
|
|
|
$
|
(274.7
|
)
|
|
Net income (loss)
|
|
|
|
|
|
(50.3
|
)
|
|
|
|
|
|
(50.3
|
)
|
|
(5.0
|
)
|
|
(55.3
|
)
|
||||||||||||
|
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
18.6
|
|
|
18.6
|
|
|
(2.5
|
)
|
|
16.1
|
|
||||||||||||
|
Share-based compensation issued
|
|
0.3
|
|
|
(0.3
|
)
|
|
|
|
|
|
|
|
—
|
|
|
|
|
—
|
|
||||||||||||
|
Share-based compensation expense
|
|
|
|
4.8
|
|
|
|
|
|
|
|
|
4.8
|
|
|
|
|
4.8
|
|
|||||||||||||
|
Treasury shares
|
|
|
|
|
|
|
|
(0.3
|
)
|
|
|
|
(0.3
|
)
|
|
|
|
(0.3
|
)
|
|||||||||||||
|
Release of guaranteed dividend from accrued liabilities
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
5.6
|
|
|
5.6
|
|
|||||||||||||
|
Reclassifications of redeemable noncontrolling interest
|
|
|
|
(0.2
|
)
|
|
|
|
|
|
|
|
(0.2
|
)
|
|
|
|
(0.2
|
)
|
|||||||||||||
|
Balance, June 30, 2019
|
|
$
|
115.2
|
|
|
$
|
765.3
|
|
|
$
|
(351.3
|
)
|
|
$
|
(571.8
|
)
|
|
$
|
(286.2
|
)
|
|
$
|
(328.8
|
)
|
|
$
|
24.8
|
|
|
$
|
(304.0
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Total Diebold Nixdorf, Incorporated Shareholders' Equity
|
|
|
|
|
||||||||||||||||
|
|
|
Common Shares
|
|
Additional
Capital
|
|
Retained
Earnings
|
|
Treasury
Shares
|
|
|
|
Non-controlling
Interests
|
|
Total
Equity
|
||||||||||||||||||
|
Balance, December 31, 2017
|
|
$
|
113.2
|
|
|
$
|
721.5
|
|
|
$
|
374.5
|
|
|
$
|
(567.4
|
)
|
|
$
|
(196.3
|
)
|
|
$
|
445.5
|
|
|
$
|
36.8
|
|
|
$
|
482.3
|
|
|
Net income (loss)
|
|
|
|
|
|
(73.2
|
)
|
|
|
|
|
|
(73.2
|
)
|
|
7.6
|
|
|
(65.6
|
)
|
||||||||||||
|
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
(9.2
|
)
|
|
(9.2
|
)
|
|
—
|
|
|
(9.2
|
)
|
||||||||||||
|
Share-based compensation issued
|
|
0.6
|
|
|
(0.6
|
)
|
|
|
|
|
|
|
|
—
|
|
|
|
|
—
|
|
||||||||||||
|
Share-based compensation expense
|
|
|
|
13.7
|
|
|
|
|
|
|
|
|
13.7
|
|
|
|
|
13.7
|
|
|||||||||||||
|
Dividends paid
|
|
|
|
|
|
(7.7
|
)
|
|
|
|
|
|
(7.7
|
)
|
|
|
|
(7.7
|
)
|
|||||||||||||
|
Accounting principle change
|
|
|
|
|
|
33.6
|
|
|
|
|
|
|
33.6
|
|
|
|
|
33.6
|
|
|||||||||||||
|
Treasury shares
|
|
|
|
|
|
|
|
(2.5
|
)
|
|
|
|
(2.5
|
)
|
|
|
|
(2.5
|
)
|
|||||||||||||
|
Reclassification of guaranteed dividend to accrued liabilities
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(4.4
|
)
|
|
(4.4
|
)
|
|||||||||||||
|
Distribution noncontrolling interest holders, net
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(0.5
|
)
|
|
(0.5
|
)
|
|||||||||||||
|
Acquisitions and divestitures, net
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(3.3
|
)
|
|
(3.3
|
)
|
|||||||||||||
|
Balance, March 31, 2018
|
|
$
|
113.8
|
|
|
$
|
734.6
|
|
|
$
|
327.2
|
|
|
$
|
(569.9
|
)
|
|
$
|
(205.5
|
)
|
|
$
|
400.2
|
|
|
$
|
36.2
|
|
|
$
|
436.4
|
|
|
Net income (loss)
|
|
|
|
|
|
(133.4
|
)
|
|
|
|
|
|
(133.4
|
)
|
|
5.1
|
|
|
(128.3
|
)
|
||||||||||||
|
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
(68.0
|
)
|
|
(68.0
|
)
|
|
(1.5
|
)
|
|
(69.5
|
)
|
||||||||||||
|
Share-based compensation issued
|
|
0.3
|
|
|
(0.3
|
)
|
|
|
|
|
|
|
|
—
|
|
|
|
|
—
|
|
||||||||||||
|
Share-based compensation expense
|
|
|
|
6.6
|
|
|
|
|
|
|
|
|
6.6
|
|
|
|
|
6.6
|
|
|||||||||||||
|
Treasury shares
|
|
|
|
|
|
|
|
(0.4
|
)
|
|
|
|
(0.4
|
)
|
|
|
|
(0.4
|
)
|
|||||||||||||
|
Reclassification of guaranteed dividend to accrued liabilities
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(3.9
|
)
|
|
(3.9
|
)
|
|||||||||||||
|
Acquisitions and divestitures, net
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(1.5
|
)
|
|
(1.5
|
)
|
|||||||||||||
|
Balance, June 30, 2018
|
|
$
|
114.1
|
|
|
$
|
740.9
|
|
|
$
|
193.8
|
|
|
$
|
(570.3
|
)
|
|
$
|
(273.5
|
)
|
|
$
|
205.0
|
|
|
$
|
34.4
|
|
|
$
|
239.4
|
|
|
|
|
Translation
|
|
Foreign Currency Hedges
|
|
Interest Rate Hedges
|
|
Pension and Other Post-retirement Benefits
|
|
Other
|
|
Accumulated Other Comprehensive Income (Loss)
|
||||||||||||
|
Balance at March 31, 2019
|
|
$
|
(189.8
|
)
|
|
$
|
(2.5
|
)
|
|
$
|
8.8
|
|
|
$
|
(121.5
|
)
|
|
$
|
0.2
|
|
|
$
|
(304.8
|
)
|
|
Other comprehensive income (loss) before reclassifications (1)
|
|
16.5
|
|
|
0.7
|
|
|
(3.4
|
)
|
|
—
|
|
|
|
|
13.8
|
|
|||||||
|
Amounts reclassified from AOCI
|
|
—
|
|
|
—
|
|
|
0.5
|
|
|
4.3
|
|
|
—
|
|
|
4.8
|
|
||||||
|
Net current-period other comprehensive income (loss)
|
|
16.5
|
|
|
0.7
|
|
|
(2.9
|
)
|
|
4.3
|
|
|
—
|
|
|
18.6
|
|
||||||
|
Balance at June 30, 2019
|
|
$
|
(173.3
|
)
|
|
$
|
(1.8
|
)
|
|
$
|
5.9
|
|
|
$
|
(117.2
|
)
|
|
$
|
0.2
|
|
|
$
|
(286.2
|
)
|
|
|
|
Translation
|
|
Foreign Currency Hedges
|
|
Interest Rate Hedges
|
|
Pension and Other Post-retirement Benefits
|
|
Other
|
|
Accumulated Other Comprehensive Income (Loss)
|
||||||||||||
|
Balance at March 31, 2018
|
|
$
|
(107.7
|
)
|
|
$
|
(8.9
|
)
|
|
$
|
12.0
|
|
|
$
|
(101.0
|
)
|
|
$
|
0.1
|
|
|
$
|
(205.5
|
)
|
|
Other comprehensive income (loss) before reclassifications (1)
|
|
(79.8
|
)
|
|
8.7
|
|
|
0.5
|
|
|
—
|
|
|
—
|
|
|
(70.6
|
)
|
||||||
|
Amounts reclassified from AOCI
|
|
—
|
|
|
—
|
|
|
0.8
|
|
|
1.8
|
|
|
—
|
|
|
2.6
|
|
||||||
|
Net current-period other comprehensive income (loss)
|
|
(79.8
|
)
|
|
8.7
|
|
|
1.3
|
|
|
1.8
|
|
|
—
|
|
|
(68.0
|
)
|
||||||
|
Balance at June 30, 2018
|
|
$
|
(187.5
|
)
|
|
$
|
(0.2
|
)
|
|
$
|
13.3
|
|
|
$
|
(99.2
|
)
|
|
$
|
0.1
|
|
|
$
|
(273.5
|
)
|
|
|
|
Translation
|
|
Foreign Currency Hedges
|
|
Interest Rate Hedges
|
|
Pension and Other Post-retirement Benefits
|
|
Other
|
|
Accumulated Other Comprehensive Income (Loss)
|
||||||||||||
|
Balance at January 1, 2019
|
|
$
|
(191.5
|
)
|
|
$
|
(1.9
|
)
|
|
$
|
10.6
|
|
|
$
|
(121.0
|
)
|
|
$
|
0.1
|
|
|
$
|
(303.7
|
)
|
|
Other comprehensive income (loss) before reclassifications (1)
|
|
18.2
|
|
|
0.1
|
|
|
(5.7
|
)
|
|
—
|
|
|
0.1
|
|
|
12.7
|
|
||||||
|
Amounts reclassified from AOCI
|
|
—
|
|
|
—
|
|
|
1.0
|
|
|
3.8
|
|
|
—
|
|
|
4.8
|
|
||||||
|
Net current-period other comprehensive income (loss)
|
|
18.2
|
|
|
0.1
|
|
|
(4.7
|
)
|
|
3.8
|
|
|
0.1
|
|
|
17.5
|
|
||||||
|
Balance at June 30, 2019
|
|
$
|
(173.3
|
)
|
|
$
|
(1.8
|
)
|
|
$
|
5.9
|
|
|
$
|
(117.2
|
)
|
|
$
|
0.2
|
|
|
$
|
(286.2
|
)
|
|
|
|
Translation
|
|
Foreign Currency Hedges
|
|
Interest Rate Hedges
|
|
Pension and Other Post-retirement Benefits
|
|
Other
|
|
Accumulated Other Comprehensive Income (Loss)
|
||||||||||||
|
Balance at January 1, 2018
|
|
$
|
(116.8
|
)
|
|
$
|
(5.1
|
)
|
|
$
|
8.1
|
|
|
$
|
(82.6
|
)
|
|
$
|
0.1
|
|
|
$
|
(196.3
|
)
|
|
Adoption of accounting standards (1)
|
|
(9.1
|
)
|
|
(1.0
|
)
|
|
1.3
|
|
|
(20.2
|
)
|
|
—
|
|
|
$
|
(29.0
|
)
|
|||||
|
Other comprehensive income (loss) before reclassifications (2)
|
|
(61.6
|
)
|
|
5.9
|
|
|
2.7
|
|
|
—
|
|
|
—
|
|
|
(53.0
|
)
|
||||||
|
Amounts reclassified from AOCI
|
|
—
|
|
|
—
|
|
|
1.2
|
|
|
3.6
|
|
|
—
|
|
|
4.8
|
|
||||||
|
Net current-period other comprehensive income (loss)
|
|
(70.7
|
)
|
|
4.9
|
|
|
5.2
|
|
|
(16.6
|
)
|
|
—
|
|
|
(77.2
|
)
|
||||||
|
Balance at June 30, 2018
|
|
$
|
(187.5
|
)
|
|
$
|
(0.2
|
)
|
|
$
|
13.3
|
|
|
$
|
(99.2
|
)
|
|
$
|
0.1
|
|
|
$
|
(273.5
|
)
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
|
Affected Line Item in the Statement of Operations
|
||||||||||||
|
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
|||||||||
|
Interest rate hedges
|
|
$
|
0.5
|
|
|
$
|
0.8
|
|
|
$
|
1.0
|
|
|
$
|
1.2
|
|
|
Interest expense
|
|
Pension and post-retirement benefits:
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Net actuarial (loss) gain amortization (net of tax of $(0.4), $(0.6), $(0.7) and $(0.2), respectively)
|
|
4.3
|
|
|
1.8
|
|
|
3.8
|
|
|
3.6
|
|
|
(1)
|
||||
|
Total reclassifications for the period
|
|
$
|
4.8
|
|
|
$
|
2.6
|
|
|
$
|
4.8
|
|
|
$
|
4.8
|
|
|
|
|
(1)
|
Pension and other post-retirement benefits AOCI components are included in the computation of net periodic benefit cost (refer to note 16).
|
|
|
|
Pension Benefits
|
|
|
||||||||||||||||||||
|
|
|
U.S.Plans
|
|
Non-U.S. Plans
|
|
Other Benefits
|
||||||||||||||||||
|
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||||||
|
Components of net periodic benefit cost
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Service cost
|
|
$
|
0.9
|
|
|
$
|
0.9
|
|
|
$
|
2.4
|
|
|
$
|
2.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Interest cost
|
|
5.5
|
|
|
5.1
|
|
|
1.7
|
|
|
1.6
|
|
|
0.4
|
|
|
0.1
|
|
||||||
|
Expected return on plan assets
|
|
(6.2
|
)
|
|
(6.1
|
)
|
|
(3.2
|
)
|
|
(2.7
|
)
|
|
—
|
|
|
—
|
|
||||||
|
Recognized net actuarial loss
|
|
1.3
|
|
|
1.7
|
|
|
(0.4
|
)
|
|
(0.1
|
)
|
|
0.2
|
|
|
—
|
|
||||||
|
Net periodic pension benefit cost
|
|
$
|
1.5
|
|
|
$
|
1.6
|
|
|
$
|
0.5
|
|
|
$
|
1.6
|
|
|
$
|
0.6
|
|
|
$
|
0.1
|
|
|
|
|
Pension Benefits
|
|
|
||||||||||||||||||||
|
|
|
U.S.Plans
|
|
Non-U.S. Plans
|
|
Other Benefits
|
||||||||||||||||||
|
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||||||
|
Components of net periodic benefit cost
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Service cost
|
|
$
|
1.8
|
|
|
$
|
1.9
|
|
|
$
|
4.9
|
|
|
$
|
5.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Interest cost
|
|
11.0
|
|
|
10.3
|
|
|
3.3
|
|
|
3.2
|
|
|
0.5
|
|
|
0.2
|
|
||||||
|
Expected return on plan assets
|
|
(12.4
|
)
|
|
(12.3
|
)
|
|
(6.3
|
)
|
|
(5.4
|
)
|
|
—
|
|
|
—
|
|
||||||
|
Recognized net actuarial loss
|
|
2.6
|
|
|
3.3
|
|
|
(0.8
|
)
|
|
(0.3
|
)
|
|
0.2
|
|
|
—
|
|
||||||
|
Net periodic pension benefit cost
|
|
$
|
3.0
|
|
|
$
|
3.2
|
|
|
$
|
1.1
|
|
|
$
|
3.1
|
|
|
$
|
0.7
|
|
|
$
|
0.2
|
|
|
Derivative instrument
|
|
Classification on condensed consolidated statements of operations
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
June 30,
|
|
June 30,
|
|||||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|||||||||||
|
Non-designated hedges and interest rate swaps
|
|
Interest expense
|
|
$
|
(0.4
|
)
|
|
$
|
(0.8
|
)
|
|
$
|
(1.5
|
)
|
|
$
|
(1.1
|
)
|
|
Foreign exchange forward contracts and cash flow hedges
|
|
Net sales
|
|
(0.4
|
)
|
|
0.2
|
|
|
(0.5
|
)
|
|
2.8
|
|
||||
|
Foreign exchange forward contracts and cash flow hedges
|
|
Cost of sales
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
||||
|
Foreign exchange forward contracts and cash flow hedges
|
|
Foreign exchange gain (loss), net
|
|
0.5
|
|
|
0.3
|
|
|
0.7
|
|
|
0.5
|
|
||||
|
Total
|
|
|
|
$
|
(0.3
|
)
|
|
$
|
(0.3
|
)
|
|
$
|
(1.3
|
)
|
|
$
|
2.1
|
|
|
Foreign Currency Derivative
|
|
Number of Instruments
|
|
Notional Sold
|
|
Notional Purchased
|
|||||
|
Currency forward agreements (EUR-GBP)
|
|
12
|
|
|
25.5
|
|
GBP
|
|
28.7
|
|
EUR
|
|
|
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||||||||||||||||||
|
|
|
|
|
|
|
Fair Value Measurements Using
|
|
|
|
Fair Value Measurements Using
|
||||||||||||||||
|
|
|
Classification on condensed consolidated Balance Sheets
|
|
Fair Value
|
|
Level 1
|
|
Level 2
|
|
Fair Value
|
|
Level 1
|
|
Level 2
|
||||||||||||
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Short-term investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Certificates of deposit
|
|
Short-term investments
|
|
$
|
13.1
|
|
|
$
|
13.1
|
|
|
$
|
—
|
|
|
$
|
33.5
|
|
|
$
|
33.5
|
|
|
$
|
—
|
|
|
Assets held in rabbi trusts
|
|
Securities and other investments
|
|
6.7
|
|
|
6.7
|
|
|
—
|
|
|
6.3
|
|
|
6.3
|
|
|
—
|
|
||||||
|
Foreign exchange forward contracts
|
|
Other current assets
|
|
1.8
|
|
|
—
|
|
|
1.8
|
|
|
3.4
|
|
|
—
|
|
|
3.4
|
|
||||||
|
Interest rate swaps
|
|
Other current assets
|
|
2.7
|
|
|
—
|
|
|
2.7
|
|
|
5.3
|
|
|
—
|
|
|
5.3
|
|
||||||
|
Interest rate swaps
|
|
Securities and other investments
|
|
0.6
|
|
|
—
|
|
|
0.6
|
|
|
4.8
|
|
|
—
|
|
|
4.8
|
|
||||||
|
Total
|
|
|
|
$
|
24.9
|
|
|
$
|
19.8
|
|
|
$
|
5.1
|
|
|
$
|
53.3
|
|
|
$
|
39.8
|
|
|
$
|
13.5
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Foreign exchange forward contracts
|
|
Other current liabilities
|
|
$
|
2.6
|
|
|
$
|
—
|
|
|
$
|
2.6
|
|
|
$
|
3.1
|
|
|
$
|
—
|
|
|
$
|
3.1
|
|
|
Interest rate swaps
|
|
Other current liabilities
|
|
3.7
|
|
|
—
|
|
|
3.7
|
|
|
3.6
|
|
|
—
|
|
|
3.6
|
|
||||||
|
Deferred compensation
|
|
Other liabilities
|
|
6.7
|
|
|
6.7
|
|
|
—
|
|
|
6.3
|
|
|
6.3
|
|
|
—
|
|
||||||
|
Total
|
|
|
|
$
|
13.0
|
|
|
$
|
6.7
|
|
|
$
|
6.3
|
|
|
$
|
13.0
|
|
|
$
|
6.3
|
|
|
$
|
6.7
|
|
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||||||||||
|
|
|
Fair Value
|
|
Carrying
Value |
|
Fair Value
|
|
Carrying
Value |
||||||||
|
2024 Senior Notes
|
|
$
|
358.0
|
|
|
$
|
400.0
|
|
|
$
|
242.0
|
|
|
$
|
400.0
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
|
June 30,
|
|
June 30,
|
||||||||||||
|
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
Net sales summary by segment
|
|
|
|
|
|
|
|
|
||||||||
|
Eurasia Banking
|
|
$
|
430.2
|
|
|
$
|
437.5
|
|
|
$
|
812.8
|
|
|
$
|
872.6
|
|
|
Americas Banking
|
|
419.9
|
|
|
370.6
|
|
|
782.6
|
|
|
704.3
|
|
||||
|
Retail
|
|
300.1
|
|
|
297.5
|
|
|
582.9
|
|
|
592.9
|
|
||||
|
Total revenue
|
|
$
|
1,150.2
|
|
|
$
|
1,105.6
|
|
|
$
|
2,178.3
|
|
|
$
|
2,169.8
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Intersegment revenue
|
|
|
|
|
|
|
|
|
||||||||
|
Eurasia Banking
|
|
$
|
46.8
|
|
|
$
|
31.8
|
|
|
$
|
102.0
|
|
|
$
|
62.8
|
|
|
Americas Banking
|
|
5.5
|
|
|
3.5
|
|
|
7.7
|
|
|
9.0
|
|
||||
|
Total intersegment revenue
|
|
$
|
52.3
|
|
|
$
|
35.3
|
|
|
$
|
109.7
|
|
|
$
|
71.8
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Segment operating profit
|
|
|
|
|
|
|
|
|
||||||||
|
Eurasia Banking
|
|
$
|
38.8
|
|
|
$
|
18.2
|
|
|
$
|
72.5
|
|
|
$
|
37.7
|
|
|
Americas Banking
|
|
32.5
|
|
|
(3.3
|
)
|
|
51.0
|
|
|
1.7
|
|
||||
|
Retail
|
|
15.6
|
|
|
5.5
|
|
|
23.7
|
|
|
15.7
|
|
||||
|
Total segment operating profit
|
|
86.9
|
|
|
20.4
|
|
|
147.2
|
|
|
55.1
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
|
Corporate charges not allocated to segments (1)
|
|
(12.9
|
)
|
|
(15.1
|
)
|
|
(46.1
|
)
|
|
(32.2
|
)
|
||||
|
Restructuring and DN Now transformation expenses
|
|
(25.4
|
)
|
|
(2.2
|
)
|
|
(40.5
|
)
|
|
(6.1
|
)
|
||||
|
Net non-routine expense
|
|
(41.3
|
)
|
|
(129.7
|
)
|
|
(77.8
|
)
|
|
(166.9
|
)
|
||||
|
|
|
(79.6
|
)
|
|
(147.0
|
)
|
|
(164.4
|
)
|
|
(205.2
|
)
|
||||
|
Operating profit (loss)
|
|
7.3
|
|
|
(126.6
|
)
|
|
(17.2
|
)
|
|
(150.1
|
)
|
||||
|
Other income (expense)
|
|
(53.2
|
)
|
|
(32.3
|
)
|
|
(99.8
|
)
|
|
(56.3
|
)
|
||||
|
Loss before taxes
|
|
$
|
(45.9
|
)
|
|
$
|
(158.9
|
)
|
|
$
|
(117.0
|
)
|
|
$
|
(206.4
|
)
|
|
(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.
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
|
June 30,
|
|
June 30,
|
||||||||||||
|
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
Segments
|
|
|
|
|
|
|
|
|
||||||||
|
Eurasia Banking
|
|
|
|
|
|
|
|
|
||||||||
|
Services
|
|
$
|
251.2
|
|
|
$
|
275.5
|
|
|
$
|
498.2
|
|
|
$
|
554.7
|
|
|
Products
|
|
179.0
|
|
|
162.0
|
|
|
314.6
|
|
|
317.9
|
|
||||
|
Total Eurasia Banking
|
|
430.2
|
|
|
437.5
|
|
|
812.8
|
|
|
872.6
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
|
Americas Banking
|
|
|
|
|
|
|
|
|
||||||||
|
Services
|
|
252.6
|
|
|
258.7
|
|
|
493.4
|
|
|
509.8
|
|
||||
|
Products
|
|
167.3
|
|
|
111.9
|
|
|
289.2
|
|
|
194.5
|
|
||||
|
Total Americas Banking
|
|
419.9
|
|
|
370.6
|
|
|
782.6
|
|
|
704.3
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
|
Retail
|
|
|
|
|
|
|
|
|
||||||||
|
Services
|
|
155.5
|
|
|
158.4
|
|
|
296.4
|
|
|
318.4
|
|
||||
|
Products
|
|
144.6
|
|
|
139.1
|
|
|
286.5
|
|
|
274.5
|
|
||||
|
Total Retail
|
|
300.1
|
|
|
297.5
|
|
|
582.9
|
|
|
592.9
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
|
Total net sales
|
|
$
|
1,150.2
|
|
|
$
|
1,105.6
|
|
|
$
|
2,178.3
|
|
|
$
|
2,169.8
|
|
|
Timing of revenue recognition
|
|
2019
|
|
2018
|
||
|
Products transferred at a point in time
|
|
41
|
%
|
|
36
|
%
|
|
Products and services transferred over time
|
|
59
|
%
|
|
64
|
%
|
|
Net sales
|
|
100
|
%
|
|
100
|
%
|
|
(i)
|
Diebold Nixdorf, Incorporated (the Parent Company), the issuer of the guaranteed obligations;
|
|
(ii)
|
Domestic guarantor subsidiaries, on a combined basis, as specified in the indenture governing the Company's obligations under the 2024 Senior Notes;
|
|
(iii)
|
Foreign guarantor subsidiary, as specified in the indenture governing the Company's obligations under the 2024 Senior Notes;
|
|
(iv)
|
Non-guarantor subsidiaries, on a combined basis;
|
|
(v)
|
Consolidating entries and eliminations representing adjustments to (a) eliminate intercompany transactions between the Parent Company, the guarantor subsidiaries, the foreign guarantor subsidiary and the non-guarantor subsidiaries, (b) eliminate the investments in its subsidiaries, and (c) record consolidating entries; and
|
|
(vi)
|
Diebold Nixdorf, Incorporated and Subsidiaries on a consolidated basis.
|
|
|
Parent
|
|
Domestic
Guarantor
Subsidiaries
|
|
Foreign Guarantor Subsidiary
|
|
Non-
Guarantor
Subsidiaries
|
|
Consolidating
Entries and
Eliminations
|
|
Consolidated
|
||||||||||||
|
ASSETS
|
|||||||||||||||||||||||
|
Current assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Cash, cash equivalents and restricted cash
|
$
|
10.0
|
|
|
$
|
1.9
|
|
|
$
|
—
|
|
|
$
|
247.9
|
|
|
$
|
—
|
|
|
$
|
259.8
|
|
|
Short-term investments
|
—
|
|
|
—
|
|
|
—
|
|
|
13.1
|
|
|
—
|
|
|
13.1
|
|
||||||
|
Trade receivables, net
|
108.6
|
|
|
—
|
|
|
—
|
|
|
603.9
|
|
|
—
|
|
|
712.5
|
|
||||||
|
Intercompany receivables
|
589.9
|
|
|
575.4
|
|
|
—
|
|
|
731.0
|
|
|
(1,896.3
|
)
|
|
—
|
|
||||||
|
Inventories
|
148.8
|
|
|
—
|
|
|
—
|
|
|
460.2
|
|
|
(1.6
|
)
|
|
607.4
|
|
||||||
|
Prepaid, income taxes and other current assets
|
23.7
|
|
|
12.5
|
|
|
—
|
|
|
320.4
|
|
|
(12.2
|
)
|
|
344.4
|
|
||||||
|
Total current assets
|
881.0
|
|
|
589.8
|
|
|
—
|
|
|
2,376.5
|
|
|
(1,910.1
|
)
|
|
1,937.2
|
|
||||||
|
Securities and other investments
|
17.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17.6
|
|
||||||
|
Property, plant and equipment, net
|
70.5
|
|
|
0.6
|
|
|
—
|
|
|
206.1
|
|
|
—
|
|
|
277.2
|
|
||||||
|
Goodwill
|
55.5
|
|
|
—
|
|
|
—
|
|
|
768.1
|
|
|
—
|
|
|
823.6
|
|
||||||
|
Deferred income taxes
|
113.3
|
|
|
6.2
|
|
|
—
|
|
|
95.0
|
|
|
—
|
|
|
214.5
|
|
||||||
|
Intangible assets, net
|
27.8
|
|
|
—
|
|
|
—
|
|
|
543.1
|
|
|
—
|
|
|
570.9
|
|
||||||
|
Investment in subsidiary
|
1,763.3
|
|
|
—
|
|
|
1,103.0
|
|
|
—
|
|
|
(2,866.3
|
)
|
|
—
|
|
||||||
|
Long-term intercompany receivables
|
625.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(625.9
|
)
|
|
—
|
|
||||||
|
Other assets
|
51.1
|
|
|
0.3
|
|
|
—
|
|
|
212.1
|
|
|
—
|
|
|
263.5
|
|
||||||
|
Total assets
|
$
|
3,606.0
|
|
|
$
|
596.9
|
|
|
$
|
1,103.0
|
|
|
$
|
4,200.9
|
|
|
$
|
(5,402.3
|
)
|
|
$
|
4,104.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
|
|||||||||||||||||||||||
|
Current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Notes payable
|
$
|
26.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
15.4
|
|
|
$
|
—
|
|
|
$
|
42.2
|
|
|
Accounts payable
|
93.0
|
|
|
0.1
|
|
|
—
|
|
|
415.9
|
|
|
—
|
|
|
509.0
|
|
||||||
|
Intercompany payable
|
1,192.6
|
|
|
46.4
|
|
|
123.6
|
|
|
533.7
|
|
|
(1,896.3
|
)
|
|
—
|
|
||||||
|
Deferred revenue
|
117.4
|
|
|
—
|
|
|
—
|
|
|
251.5
|
|
|
—
|
|
|
368.9
|
|
||||||
|
Payroll and other benefits liabilities
|
24.0
|
|
|
1.0
|
|
|
—
|
|
|
140.6
|
|
|
—
|
|
|
165.6
|
|
||||||
|
Other current liabilities
|
125.0
|
|
|
0.5
|
|
|
—
|
|
|
370.1
|
|
|
(12.2
|
)
|
|
483.4
|
|
||||||
|
Total current liabilities
|
1,578.8
|
|
|
48.0
|
|
|
123.6
|
|
|
1,727.2
|
|
|
(1,908.5
|
)
|
|
1,569.1
|
|
||||||
|
Long-term debt
|
2,142.7
|
|
|
—
|
|
|
—
|
|
|
31.4
|
|
|
—
|
|
|
2,174.1
|
|
||||||
|
Long-term intercompany payable
|
—
|
|
|
—
|
|
|
—
|
|
|
625.9
|
|
|
(625.9
|
)
|
|
—
|
|
||||||
|
Other long-term liabilities
|
213.3
|
|
|
—
|
|
|
—
|
|
|
430.3
|
|
|
—
|
|
|
643.6
|
|
||||||
|
Redeemable noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
21.7
|
|
|
—
|
|
|
21.7
|
|
||||||
|
Total Diebold Nixdorf, Incorporated shareholders' equity
|
(328.8
|
)
|
|
548.9
|
|
|
979.4
|
|
|
1,339.6
|
|
|
(2,867.9
|
)
|
|
(328.8
|
)
|
||||||
|
Noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
24.8
|
|
|
—
|
|
|
24.8
|
|
||||||
|
Total liabilities, redeemable noncontrolling interests and equity
|
$
|
3,606.0
|
|
|
$
|
596.9
|
|
|
$
|
1,103.0
|
|
|
$
|
4,200.9
|
|
|
$
|
(5,402.3
|
)
|
|
$
|
4,104.5
|
|
|
|
Parent
|
|
Domestic
Guarantor Subsidiaries |
|
Foreign Guarantor Subsidiary
|
|
Non-
Guarantor Subsidiaries |
|
Consolidating
Entries and 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
|
|
|
—
|
|
|
536.5
|
|
|
(1,348.1
|
)
|
|
—
|
|
||||||
|
Inventories
|
164.8
|
|
|
—
|
|
|
—
|
|
|
447.5
|
|
|
(2.2
|
)
|
|
610.1
|
|
||||||
|
Prepaid, income taxes and other current assets
|
36.8
|
|
|
12.7
|
|
|
—
|
|
|
340.5
|
|
|
(25.8
|
)
|
|
364.2
|
|
||||||
|
Total current assets
|
529.9
|
|
|
621.8
|
|
|
—
|
|
|
2,427.8
|
|
|
(1,376.1
|
)
|
|
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 subsidiary
|
2,702.1
|
|
|
(0.6
|
)
|
|
1,129.0
|
|
|
—
|
|
|
(3,830.5
|
)
|
|
—
|
|
||||||
|
Other assets
|
30.2
|
|
|
0.4
|
|
|
—
|
|
|
69.3
|
|
|
(13.5
|
)
|
|
86.4
|
|
||||||
|
Total assets
|
$
|
3,590.3
|
|
|
$
|
628.6
|
|
|
$
|
1,129.0
|
|
|
$
|
4,184.1
|
|
|
$
|
(5,220.1
|
)
|
|
$
|
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
|
|
|
120.1
|
|
|
136.4
|
|
|
(1,348.1
|
)
|
|
—
|
|
||||||
|
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
|
|
|
120.1
|
|
|
1,351.7
|
|
|
(1,369.3
|
)
|
|
1,568.4
|
|
||||||
|
Long-term debt
|
2,172.5
|
|
|
—
|
|
|
—
|
|
|
17.5
|
|
|
—
|
|
|
2,190.0
|
|
||||||
|
Other long-term liabilities
|
202.1
|
|
|
—
|
|
|
—
|
|
|
398.6
|
|
|
(18.0
|
)
|
|
582.7
|
|
||||||
|
Redeemable noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
130.4
|
|
|
—
|
|
|
130.4
|
|
||||||
|
Total Diebold Nixdorf, Incorporated shareholders' equity
|
(186.4
|
)
|
|
564.8
|
|
|
1,008.9
|
|
|
2,259.1
|
|
|
(3,832.8
|
)
|
|
(186.4
|
)
|
||||||
|
Noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
26.8
|
|
|
—
|
|
|
26.8
|
|
||||||
|
Total liabilities, redeemable noncontrolling interests and equity
|
$
|
3,590.3
|
|
|
$
|
628.6
|
|
|
$
|
1,129.0
|
|
|
$
|
4,184.1
|
|
|
$
|
(5,220.1
|
)
|
|
$
|
4,311.9
|
|
|
|
Parent
|
|
Domestic
Guarantor Subsidiaries |
|
Foreign Guarantor Subsidiary
|
|
Non-
Guarantor Subsidiaries |
|
Consolidating
Entries and Eliminations |
|
Consolidated
|
||||||||||||
|
Net sales
|
$
|
301.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
948.6
|
|
|
$
|
(100.0
|
)
|
|
$
|
1,150.2
|
|
|
Cost of sales
|
241.5
|
|
|
0.2
|
|
|
—
|
|
|
729.1
|
|
|
(97.8
|
)
|
|
873.0
|
|
||||||
|
Gross profit (loss)
|
60.1
|
|
|
(0.2
|
)
|
|
—
|
|
|
219.5
|
|
|
(2.2
|
)
|
|
277.2
|
|
||||||
|
Selling and administrative expense
|
87.5
|
|
|
1.0
|
|
|
—
|
|
|
133.6
|
|
|
—
|
|
|
222.1
|
|
||||||
|
Research, development and engineering expense
|
1.5
|
|
|
8.3
|
|
|
—
|
|
|
31.0
|
|
|
(4.7
|
)
|
|
36.1
|
|
||||||
|
Loss on sale of assets, net
|
0.6
|
|
|
—
|
|
|
—
|
|
|
11.1
|
|
|
—
|
|
|
11.7
|
|
||||||
|
|
89.6
|
|
|
9.3
|
|
|
—
|
|
|
175.7
|
|
|
(4.7
|
)
|
|
269.9
|
|
||||||
|
Operating (loss) income
|
(29.5
|
)
|
|
(9.5
|
)
|
|
—
|
|
|
43.8
|
|
|
2.5
|
|
|
7.3
|
|
||||||
|
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Interest income
|
0.4
|
|
|
—
|
|
|
—
|
|
|
1.8
|
|
|
—
|
|
|
2.2
|
|
||||||
|
Interest expense
|
(46.9
|
)
|
|
—
|
|
|
—
|
|
|
(3.0
|
)
|
|
—
|
|
|
(49.9
|
)
|
||||||
|
Foreign exchange (loss) gain, net
|
2.0
|
|
|
(0.1
|
)
|
|
—
|
|
|
(7.0
|
)
|
|
—
|
|
|
(5.1
|
)
|
||||||
|
Miscellaneous, net
|
8.5
|
|
|
0.4
|
|
|
(1.8
|
)
|
|
(7.8
|
)
|
|
0.3
|
|
|
(0.4
|
)
|
||||||
|
(Loss) income before taxes
|
(65.5
|
)
|
|
(9.2
|
)
|
|
(1.8
|
)
|
|
27.8
|
|
|
2.8
|
|
|
(45.9
|
)
|
||||||
|
Income tax expense (benefit)
|
1.5
|
|
|
(1.5
|
)
|
|
0.4
|
|
|
8.8
|
|
|
—
|
|
|
9.2
|
|
||||||
|
Equity in earnings of subsidiaries
|
16.7
|
|
|
—
|
|
|
26.1
|
|
|
(0.1
|
)
|
|
(42.9
|
)
|
|
(0.2
|
)
|
||||||
|
Net (loss) income
|
(50.3
|
)
|
|
(7.7
|
)
|
|
23.9
|
|
|
18.9
|
|
|
(40.1
|
)
|
|
(55.3
|
)
|
||||||
|
Net (loss) income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(5.0
|
)
|
|
—
|
|
|
(5.0
|
)
|
||||||
|
Net (loss) income attributable to Diebold Nixdorf, Incorporated
|
$
|
(50.3
|
)
|
|
$
|
(7.7
|
)
|
|
$
|
23.9
|
|
|
$
|
23.9
|
|
|
$
|
(40.1
|
)
|
|
$
|
(50.3
|
)
|
|
Comprehensive (loss) income
|
$
|
(33.4
|
)
|
|
$
|
(7.7
|
)
|
|
$
|
28.9
|
|
|
$
|
39.2
|
|
|
$
|
(66.2
|
)
|
|
$
|
(39.2
|
)
|
|
Less: comprehensive (loss) income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(7.5
|
)
|
|
—
|
|
|
(7.5
|
)
|
||||||
|
Comprehensive (loss) income attributable to Diebold Nixdorf, Incorporated
|
$
|
(33.4
|
)
|
|
$
|
(7.7
|
)
|
|
$
|
28.9
|
|
|
$
|
46.7
|
|
|
$
|
(66.2
|
)
|
|
$
|
(31.7
|
)
|
|
|
Parent
|
|
Domestic
Guarantor Subsidiaries |
|
Foreign Guarantor Subsidiary
|
|
Non-
Guarantor Subsidiaries |
|
Consolidating
Entries and Eliminations |
|
Consolidated
|
||||||||||||
|
Net sales
|
$
|
295.0
|
|
|
$
|
0.2
|
|
|
$
|
—
|
|
|
$
|
884.4
|
|
|
$
|
(74.0
|
)
|
|
$
|
1,105.6
|
|
|
Cost of sales
|
254.8
|
|
|
0.2
|
|
|
—
|
|
|
704.6
|
|
|
(71.7
|
)
|
|
887.9
|
|
||||||
|
Gross profit (loss)
|
40.2
|
|
|
—
|
|
|
—
|
|
|
179.8
|
|
|
(2.3
|
)
|
|
217.7
|
|
||||||
|
Selling and administrative expense
|
75.4
|
|
|
1.4
|
|
|
—
|
|
|
143.0
|
|
|
—
|
|
|
219.8
|
|
||||||
|
Research, development and engineering expense
|
0.9
|
|
|
11.0
|
|
|
—
|
|
|
34.9
|
|
|
(6.2
|
)
|
|
40.6
|
|
||||||
|
Impairment of assets
|
—
|
|
|
—
|
|
|
—
|
|
|
83.1
|
|
|
—
|
|
|
83.1
|
|
||||||
|
Loss (gain) on sale of assets, net
|
0.9
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
0.8
|
|
||||||
|
|
77.2
|
|
|
12.4
|
|
|
—
|
|
|
260.9
|
|
|
(6.2
|
)
|
|
344.3
|
|
||||||
|
Operating (loss) income
|
(37.0
|
)
|
|
(12.4
|
)
|
|
—
|
|
|
(81.1
|
)
|
|
3.9
|
|
|
(126.6
|
)
|
||||||
|
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Interest income
|
0.3
|
|
|
0.1
|
|
|
—
|
|
|
1.5
|
|
|
—
|
|
|
1.9
|
|
||||||
|
Interest expense
|
(26.0
|
)
|
|
—
|
|
|
—
|
|
|
(2.4
|
)
|
|
—
|
|
|
(28.4
|
)
|
||||||
|
Foreign exchange (loss) gain, net
|
(5.2
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
2.2
|
|
|
—
|
|
|
(3.1
|
)
|
||||||
|
Miscellaneous, net
|
0.4
|
|
|
(0.8
|
)
|
|
(0.9
|
)
|
|
(1.5
|
)
|
|
0.1
|
|
|
(2.7
|
)
|
||||||
|
Loss before taxes
|
(67.5
|
)
|
|
(13.2
|
)
|
|
(0.9
|
)
|
|
(81.3
|
)
|
|
4.0
|
|
|
(158.9
|
)
|
||||||
|
Income tax expense (benefit)
|
(13.9
|
)
|
|
2.4
|
|
|
(0.3
|
)
|
|
(18.0
|
)
|
|
—
|
|
|
(29.8
|
)
|
||||||
|
Equity in earnings of subsidiaries
|
(79.8
|
)
|
|
—
|
|
|
10.0
|
|
|
0.9
|
|
|
69.7
|
|
|
0.8
|
|
||||||
|
Net (loss) income
|
(133.4
|
)
|
|
(15.6
|
)
|
|
9.4
|
|
|
(62.4
|
)
|
|
73.7
|
|
|
(128.3
|
)
|
||||||
|
Net (loss) income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
5.1
|
|
|
—
|
|
|
5.1
|
|
||||||
|
Net (loss) income attributable to Diebold Nixdorf, Incorporated
|
$
|
(133.4
|
)
|
|
$
|
(15.6
|
)
|
|
$
|
9.4
|
|
|
$
|
(67.5
|
)
|
|
$
|
73.7
|
|
|
$
|
(133.4
|
)
|
|
Comprehensive (loss) income
|
$
|
(201.1
|
)
|
|
$
|
(15.6
|
)
|
|
$
|
9.4
|
|
|
$
|
(171.1
|
)
|
|
$
|
180.6
|
|
|
$
|
(197.8
|
)
|
|
Less: comprehensive (loss) income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
3.3
|
|
|
—
|
|
|
3.3
|
|
||||||
|
Comprehensive (loss) income attributable to Diebold Nixdorf, Incorporated
|
$
|
(201.1
|
)
|
|
$
|
(15.6
|
)
|
|
$
|
9.4
|
|
|
$
|
(174.4
|
)
|
|
$
|
180.6
|
|
|
$
|
(201.1
|
)
|
|
|
Parent
|
|
Domestic
Guarantor Subsidiaries |
|
Foreign Guarantor Subsidiary
|
|
Non-
Guarantor Subsidiaries |
|
Consolidating
Entries and Eliminations |
|
Consolidated
|
||||||||||||
|
Net sales
|
$
|
597.1
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
1,799.9
|
|
|
$
|
(218.8
|
)
|
|
$
|
2,178.3
|
|
|
Cost of sales
|
484.5
|
|
|
0.4
|
|
|
—
|
|
|
1,380.0
|
|
|
(207.9
|
)
|
|
1,657.0
|
|
||||||
|
Gross profit (loss)
|
112.6
|
|
|
(0.3
|
)
|
|
—
|
|
|
419.9
|
|
|
(10.9
|
)
|
|
521.3
|
|
||||||
|
Selling and administrative expense
|
171.5
|
|
|
2.1
|
|
|
—
|
|
|
276.8
|
|
|
—
|
|
|
450.4
|
|
||||||
|
Research, development and engineering expense
|
2.7
|
|
|
17.1
|
|
|
—
|
|
|
62.5
|
|
|
(9.3
|
)
|
|
73.0
|
|
||||||
|
Loss on sale of assets, net
|
0.6
|
|
|
—
|
|
|
—
|
|
|
14.5
|
|
|
—
|
|
|
15.1
|
|
||||||
|
|
174.8
|
|
|
19.2
|
|
|
—
|
|
|
353.8
|
|
|
(9.3
|
)
|
|
538.5
|
|
||||||
|
Operating (loss) income
|
(62.2
|
)
|
|
(19.5
|
)
|
|
—
|
|
|
66.1
|
|
|
(1.6
|
)
|
|
(17.2
|
)
|
||||||
|
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Interest income
|
1.3
|
|
|
—
|
|
|
—
|
|
|
3.8
|
|
|
—
|
|
|
5.1
|
|
||||||
|
Interest expense
|
(94.4
|
)
|
|
—
|
|
|
—
|
|
|
(6.4
|
)
|
|
—
|
|
|
(100.8
|
)
|
||||||
|
Foreign exchange (loss) gain, net
|
0.6
|
|
|
(0.1
|
)
|
|
—
|
|
|
(2.8
|
)
|
|
—
|
|
|
(2.3
|
)
|
||||||
|
Miscellaneous, net
|
21.1
|
|
|
0.7
|
|
|
(3.5
|
)
|
|
(17.6
|
)
|
|
(2.5
|
)
|
|
(1.8
|
)
|
||||||
|
(Loss) income before taxes
|
(133.6
|
)
|
|
(18.9
|
)
|
|
(3.5
|
)
|
|
43.1
|
|
|
(4.1
|
)
|
|
(117.0
|
)
|
||||||
|
Income tax expense (benefit)
|
42.5
|
|
|
(7.9
|
)
|
|
1.1
|
|
|
33.9
|
|
|
—
|
|
|
69.6
|
|
||||||
|
Equity in earnings of subsidiaries
|
(6.9
|
)
|
|
(1.0
|
)
|
|
45.9
|
|
|
(0.5
|
)
|
|
(38.1
|
)
|
|
(0.6
|
)
|
||||||
|
Net (loss) income
|
(183.0
|
)
|
|
(12.0
|
)
|
|
41.3
|
|
|
8.7
|
|
|
(42.2
|
)
|
|
(187.2
|
)
|
||||||
|
Net (loss) income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.2
|
)
|
|
—
|
|
|
(4.2
|
)
|
||||||
|
Net (loss) income attributable to Diebold Nixdorf, Incorporated
|
$
|
(183.0
|
)
|
|
$
|
(12.0
|
)
|
|
$
|
41.3
|
|
|
$
|
12.9
|
|
|
$
|
(42.2
|
)
|
|
$
|
(183.0
|
)
|
|
Comprehensive (loss) income
|
$
|
(165.6
|
)
|
|
$
|
(12.0
|
)
|
|
$
|
48.4
|
|
|
$
|
(3.0
|
)
|
|
$
|
(37.3
|
)
|
|
$
|
(169.5
|
)
|
|
Less: comprehensive (loss) income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.0
|
)
|
|
—
|
|
|
(4.0
|
)
|
||||||
|
Comprehensive (loss) income attributable to Diebold Nixdorf, Incorporated
|
$
|
(165.6
|
)
|
|
$
|
(12.0
|
)
|
|
$
|
48.4
|
|
|
$
|
1.0
|
|
|
$
|
(37.3
|
)
|
|
$
|
(165.5
|
)
|
|
|
Parent
|
|
Domestic
Guarantor Subsidiaries |
|
Foreign Guarantor Subsidiary
|
|
Non-
Guarantor Subsidiaries |
|
Consolidating
Entries and Eliminations |
|
Consolidated
|
||||||||||||
|
Net sales
|
$
|
547.5
|
|
|
$
|
0.4
|
|
|
$
|
—
|
|
|
$
|
1,749.0
|
|
|
$
|
(127.1
|
)
|
|
$
|
2,169.8
|
|
|
Cost of sales
|
463.7
|
|
|
0.6
|
|
|
—
|
|
|
1,363.0
|
|
|
(113.6
|
)
|
|
1,713.7
|
|
||||||
|
Gross profit (loss)
|
83.8
|
|
|
(0.2
|
)
|
|
—
|
|
|
386.0
|
|
|
(13.5
|
)
|
|
456.1
|
|
||||||
|
Selling and administrative expense
|
151.1
|
|
|
2.6
|
|
|
0.2
|
|
|
293.8
|
|
|
—
|
|
|
447.7
|
|
||||||
|
Research, development and engineering expense
|
1.6
|
|
|
22.3
|
|
|
—
|
|
|
70.2
|
|
|
(11.8
|
)
|
|
82.3
|
|
||||||
|
Impairment of assets
|
—
|
|
|
—
|
|
|
—
|
|
|
83.1
|
|
|
—
|
|
|
83.1
|
|
||||||
|
Gain on sale of assets, net
|
(3.5
|
)
|
|
—
|
|
|
—
|
|
|
(3.4
|
)
|
|
—
|
|
|
(6.9
|
)
|
||||||
|
|
149.2
|
|
|
24.9
|
|
|
0.2
|
|
|
443.7
|
|
|
(11.8
|
)
|
|
606.2
|
|
||||||
|
Operating loss
|
(65.4
|
)
|
|
(25.1
|
)
|
|
(0.2
|
)
|
|
(57.7
|
)
|
|
(1.7
|
)
|
|
(150.1
|
)
|
||||||
|
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Interest income
|
0.5
|
|
|
0.1
|
|
|
—
|
|
|
4.8
|
|
|
—
|
|
|
5.4
|
|
||||||
|
Interest expense
|
(50.8
|
)
|
|
—
|
|
|
—
|
|
|
(3.6
|
)
|
|
—
|
|
|
(54.4
|
)
|
||||||
|
Foreign exchange (loss) gain, net
|
(8.2
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
3.8
|
|
|
—
|
|
|
(4.5
|
)
|
||||||
|
Miscellaneous, net
|
(0.9
|
)
|
|
0.7
|
|
|
(1.8
|
)
|
|
(0.9
|
)
|
|
0.1
|
|
|
(2.8
|
)
|
||||||
|
Loss before taxes
|
(124.8
|
)
|
|
(24.4
|
)
|
|
(2.0
|
)
|
|
(53.6
|
)
|
|
(1.6
|
)
|
|
(206.4
|
)
|
||||||
|
Income tax expense (benefit)
|
(42.5
|
)
|
|
(18.2
|
)
|
|
1.6
|
|
|
48.5
|
|
|
—
|
|
|
(10.6
|
)
|
||||||
|
Equity in earnings of subsidiaries
|
(124.3
|
)
|
|
—
|
|
|
18.7
|
|
|
2.0
|
|
|
105.5
|
|
|
1.9
|
|
||||||
|
Net (loss) income
|
(206.6
|
)
|
|
(6.2
|
)
|
|
15.1
|
|
|
(100.1
|
)
|
|
103.9
|
|
|
(193.9
|
)
|
||||||
|
Net (loss) income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
12.7
|
|
|
—
|
|
|
12.7
|
|
||||||
|
Net (loss) income attributable to Diebold Nixdorf, Incorporated
|
$
|
(206.6
|
)
|
|
$
|
(6.2
|
)
|
|
$
|
15.1
|
|
|
$
|
(112.8
|
)
|
|
$
|
103.9
|
|
|
$
|
(206.6
|
)
|
|
Comprehensive (loss) income
|
$
|
(283.5
|
)
|
|
$
|
(6.2
|
)
|
|
$
|
15.1
|
|
|
$
|
(178.7
|
)
|
|
$
|
180.7
|
|
|
$
|
(272.6
|
)
|
|
Less: comprehensive (loss) income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
10.9
|
|
|
—
|
|
|
10.9
|
|
||||||
|
Comprehensive (loss) income attributable to Diebold Nixdorf, Incorporated
|
$
|
(283.5
|
)
|
|
$
|
(6.2
|
)
|
|
$
|
15.1
|
|
|
$
|
(189.6
|
)
|
|
$
|
180.7
|
|
|
$
|
(283.5
|
)
|
|
|
Parent
|
|
Domestic
Guarantor Subsidiaries |
|
Foreign Guarantor Subsidiary
|
|
Non-
Guarantor Subsidiaries |
|
Consolidating
Entries and Eliminations |
|
Consolidated
|
||||||||||||
|
Net cash provided (used) by operating activities
|
$
|
54.7
|
|
|
$
|
(21.0
|
)
|
|
$
|
—
|
|
|
$
|
(101.3
|
)
|
|
$
|
—
|
|
|
$
|
(67.6
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Cash flow from investing activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Capital expenditures
|
(2.2
|
)
|
|
—
|
|
|
—
|
|
|
(18.1
|
)
|
|
—
|
|
|
(20.3
|
)
|
||||||
|
Proceeds from maturities of investments
|
1.2
|
|
|
—
|
|
|
—
|
|
|
107.0
|
|
|
—
|
|
|
108.2
|
|
||||||
|
Payments for purchases of investments
|
—
|
|
|
—
|
|
|
—
|
|
|
(85.8
|
)
|
|
—
|
|
|
(85.8
|
)
|
||||||
|
Proceeds from sale of assets
|
0.1
|
|
|
—
|
|
|
—
|
|
|
8.1
|
|
|
—
|
|
|
8.2
|
|
||||||
|
Increase in certain other assets
|
(3.4
|
)
|
|
—
|
|
|
—
|
|
|
(8.4
|
)
|
|
—
|
|
|
(11.8
|
)
|
||||||
|
Capital contributions and loans paid
|
(27.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27.4
|
|
|
—
|
|
||||||
|
Proceeds from intercompany loans
|
9.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9.9
|
)
|
|
—
|
|
||||||
|
Net cash provided (used) by investing activities
|
(21.8
|
)
|
|
—
|
|
|
—
|
|
|
2.8
|
|
|
17.5
|
|
|
(1.5
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Cash flow from financing activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Revolving credit facility (repayments) borrowings, net
|
(25.0
|
)
|
|
—
|
|
|
—
|
|
|
15.0
|
|
|
—
|
|
|
(10.0
|
)
|
||||||
|
Other debt borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
19.6
|
|
|
—
|
|
|
19.6
|
|
||||||
|
Other debt repayments
|
(13.6
|
)
|
|
—
|
|
|
—
|
|
|
(29.3
|
)
|
|
—
|
|
|
(42.9
|
)
|
||||||
|
Distributions and payments to noncontrolling interest holders
|
—
|
|
|
—
|
|
|
—
|
|
|
(98.0
|
)
|
|
—
|
|
|
(98.0
|
)
|
||||||
|
Repurchase of common shares and other
|
(1.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.6
|
)
|
||||||
|
Capital contributions received and loans incurred
|
—
|
|
|
27.0
|
|
|
—
|
|
|
0.4
|
|
|
(27.4
|
)
|
|
—
|
|
||||||
|
Payments on intercompany loans
|
—
|
|
|
(6.8
|
)
|
|
—
|
|
|
(3.1
|
)
|
|
9.9
|
|
|
—
|
|
||||||
|
Net cash provided (used) by financing activities
|
(40.2
|
)
|
|
20.2
|
|
|
—
|
|
|
(95.4
|
)
|
|
(17.5
|
)
|
|
(132.9
|
)
|
||||||
|
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
0.2
|
|
||||||
|
Decrease in cash, cash equivalents and restricted cash
|
(7.3
|
)
|
|
(0.8
|
)
|
|
—
|
|
|
(193.7
|
)
|
|
—
|
|
|
(201.8
|
)
|
||||||
|
Add: Cash included in assets held for sale at beginning of period
|
—
|
|
|
—
|
|
|
—
|
|
|
7.3
|
|
|
—
|
|
|
7.3
|
|
||||||
|
Less: Cash included in assets held for sale at end of period
|
—
|
|
|
—
|
|
|
—
|
|
|
4.1
|
|
|
—
|
|
|
4.1
|
|
||||||
|
Cash, cash equivalents and restricted cash at the beginning of the period
|
17.3
|
|
|
2.7
|
|
|
—
|
|
|
438.4
|
|
|
—
|
|
|
458.4
|
|
||||||
|
Cash, cash equivalents and restricted cash at the end of the period
|
$
|
10.0
|
|
|
$
|
1.9
|
|
|
$
|
—
|
|
|
$
|
247.9
|
|
|
$
|
—
|
|
|
$
|
259.8
|
|
|
|
Parent
|
|
Domestic
Guarantor Subsidiaries |
|
Foreign Guarantor Subsidiary
|
|
Non-
Guarantor Subsidiaries |
|
Consolidating
Entries and Eliminations |
|
Consolidated
|
||||||||||||
|
Net cash used by operating activities
|
$
|
(8.3
|
)
|
|
$
|
(12.5
|
)
|
|
$
|
(0.2
|
)
|
|
$
|
(235.6
|
)
|
|
$
|
—
|
|
|
$
|
(256.6
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Cash flow from investing activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Capital expenditures
|
(3.8
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
(26.7
|
)
|
|
—
|
|
|
(30.6
|
)
|
||||||
|
Payments for acquisition
|
—
|
|
|
—
|
|
|
—
|
|
|
(5.8
|
)
|
|
—
|
|
|
(5.8
|
)
|
||||||
|
Proceeds from maturities of investments
|
2.4
|
|
|
—
|
|
|
—
|
|
|
156.1
|
|
|
—
|
|
|
158.5
|
|
||||||
|
Payments for purchases of investments
|
—
|
|
|
—
|
|
|
—
|
|
|
(91.1
|
)
|
|
—
|
|
|
(91.1
|
)
|
||||||
|
Proceeds from sale of assets
|
6.7
|
|
|
—
|
|
|
—
|
|
|
3.8
|
|
|
—
|
|
|
10.5
|
|
||||||
|
Increase in certain other assets
|
(4.0
|
)
|
|
—
|
|
|
—
|
|
|
(13.2
|
)
|
|
—
|
|
|
(17.2
|
)
|
||||||
|
Capital contributions and loans paid
|
(27.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27.3
|
|
|
—
|
|
||||||
|
Proceeds from intercompany loans
|
18.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18.9
|
)
|
|
—
|
|
||||||
|
Net cash provided (used) by investing activities
|
(7.1
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
23.1
|
|
|
8.4
|
|
|
24.3
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Cash flow from financing activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Dividends paid
|
(7.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7.7
|
)
|
||||||
|
Debt issuance costs
|
(0.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.9
|
)
|
||||||
|
Revolving credit facility (repayments) borrowings, net
|
—
|
|
|
—
|
|
|
—
|
|
|
65.0
|
|
|
—
|
|
|
65.0
|
|
||||||
|
Other debt borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
34.2
|
|
|
—
|
|
|
34.2
|
|
||||||
|
Other debt repayments
|
(22.6
|
)
|
|
(0.2
|
)
|
|
—
|
|
|
(34.8
|
)
|
|
—
|
|
|
(57.6
|
)
|
||||||
|
Distributions and payments to noncontrolling interest holders
|
—
|
|
|
—
|
|
|
—
|
|
|
(29.1
|
)
|
|
—
|
|
|
(29.1
|
)
|
||||||
|
Repurchase of common shares
|
(2.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.9
|
)
|
||||||
|
Capital contributions received and loans incurred
|
—
|
|
|
27.3
|
|
|
—
|
|
|
—
|
|
|
(27.3
|
)
|
|
—
|
|
||||||
|
Payments on intercompany loans
|
—
|
|
|
(13.5
|
)
|
|
—
|
|
|
(5.4
|
)
|
|
18.9
|
|
|
—
|
|
||||||
|
Net cash provided (used) by financing activities
|
(34.1
|
)
|
|
13.6
|
|
|
—
|
|
|
29.9
|
|
|
(8.4
|
)
|
|
1.0
|
|
||||||
|
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
(9.8
|
)
|
|
—
|
|
|
(9.8
|
)
|
||||||
|
Increase (decrease) in cash, cash equivalents and restricted cash
|
(49.5
|
)
|
|
1.0
|
|
|
(0.2
|
)
|
|
(192.4
|
)
|
|
—
|
|
|
(241.1
|
)
|
||||||
|
Cash, cash equivalents and restricted cash at the beginning of the period
|
58.5
|
|
|
2.3
|
|
|
0.2
|
|
|
482.2
|
|
|
—
|
|
|
543.2
|
|
||||||
|
Cash, cash equivalents and restricted cash at the end of the period
|
$
|
9.0
|
|
|
$
|
3.3
|
|
|
$
|
—
|
|
|
$
|
289.8
|
|
|
$
|
—
|
|
|
$
|
302.1
|
|
|
•
|
Launched the DN Series™ family of self-service solutions — designed to enable multiple capabilities that support financial institutions' efforts to transform their branch environment, improve performance and differentiate their user experience
|
|
•
|
Completed the merger squeeze-out of Diebold Nixdorf AG, the Company's German public subsidiary, streamlining and simplifying the Company's corporate structure
|
|
•
|
Secured a $17.0 win at Banco Itau Unibanco in Brazil to transform its branch network and increase automation via cash recyclers, full-function ATMs and maintenance services
|
|
•
|
Won a new frame agreement with Commerzbank in Germany for several hundred ATMs with a multi-year software and services maintenance contract
|
|
•
|
Delivered wins at three leading banks in Africa, valued at $15.0, for cash recyclers, cash dispensers, and DN Vynamic™ software
|
|
•
|
Benefited from solid growth in self-checkout (SCO) demand from a number of European customers, including a $7.0 contract with U.K.-based retailer, Co-Op, for more than 400 self-checkout terminals and related services
|
|
•
|
Transitioning to a streamlined and customer-centric operating model
|
|
•
|
Implementing a services modernization plan which focuses on upgrading certain customer touchpoints, automating incident reporting and response, and standardizing service offerings and internal processes
|
|
•
|
Streamlining the product range of ATMs and manufacturing footprint
|
|
•
|
Improving working capital management through greater focus and efficiency of payables, receivables and inventory
|
|
•
|
Reducing selling, general and administrative expenses, including finance, IT and real estate
|
|
•
|
Increasing sales productivity through improved solution selling, coverage and compensation models
|
|
•
|
Standardizing back-office processes to automate reporting and better manage risks
|
|
•
|
Optimizing the portfolio of businesses to improve overall profitability
|
|
•
|
Improved ATM availability and performance using advanced sensor technology, machine learning and connectivity to the DN AllConnect Engine to enable modern connected services
|
|
•
|
Automated cash management via next generation cash recycling technology
|
|
•
|
Full integration with the DN Vynamic software suite, providing seamless connectivity with mobile devices and biometrics for greater personalization and improved security
|
|
•
|
Higher note capacity, processing power, and improved security in a smaller footprint than our competitors
|
|
•
|
Maximum technological capability integrated throughout the DN Series line facilitates a streamlined, simplified product portfolio, while drastically reducing the need for customized solutions, and
|
|
•
|
Facilitates a simplified and streamlined internal supply chain via a modular and upgradeable design
|
|
•
|
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;
|
|
•
|
Execution and risk management associated with DN Now transformational activities; and
|
|
•
|
Realization of cost reductions, which leverage the Company's global scale, reduce overlap and improve operating efficiencies.
|
|
|
|
Three Months Ended
|
|
|
|
|
|
Percent of Total Net Sales for the Three Months Ended
|
||||||||||
|
|
|
June 30,
|
|
|
|
|
|
June 30,
|
||||||||||
|
|
|
2019
|
|
2018
|
|
% Change
|
|
% Change in CC (1)
|
|
2019
|
|
2018
|
||||||
|
Segments
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Eurasia Banking
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Services
|
|
$
|
251.2
|
|
|
$
|
275.5
|
|
|
(8.8
|
)
|
|
(3.8
|
)
|
|
21.8
|
|
24.9
|
|
Products
|
|
179.0
|
|
|
162.0
|
|
|
10.5
|
|
|
16.0
|
|
|
15.6
|
|
14.7
|
||
|
Total Eurasia Banking
|
|
430.2
|
|
|
437.5
|
|
|
(1.7
|
)
|
|
3.5
|
|
|
37.4
|
|
39.6
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Americas Banking
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Services
|
|
252.6
|
|
|
258.7
|
|
|
(2.4
|
)
|
|
(1.5
|
)
|
|
22.0
|
|
23.4
|
||
|
Products
|
|
167.3
|
|
|
111.9
|
|
|
49.5
|
|
|
50.7
|
|
|
14.5
|
|
10.1
|
||
|
Total Americas Banking
|
|
419.9
|
|
|
370.6
|
|
|
13.3
|
|
|
14.3
|
|
|
36.5
|
|
33.5
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Retail
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Services
|
|
155.5
|
|
|
158.4
|
|
|
(1.8
|
)
|
|
4.1
|
|
|
13.5
|
|
14.3
|
||
|
Products
|
|
144.6
|
|
|
139.1
|
|
|
4.0
|
|
|
9.2
|
|
|
12.6
|
|
12.6
|
||
|
Total Retail
|
|
300.1
|
|
|
297.5
|
|
|
0.9
|
|
|
6.5
|
|
|
26.1
|
|
26.9
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Total net sales
|
|
$
|
1,150.2
|
|
|
$
|
1,105.6
|
|
|
4.0
|
|
|
8.0
|
|
|
100.0
|
|
100.0
|
|
•
|
Eurasia Banking net sales decreased $7.3, including a net unfavorable currency impact of $22.0 related primarily to the euro and divestitures of $8.5. Excluding currency and the impact of divestitures, net sales increased $23.2 largely driven by higher product revenue from increased volume in Germany, the Middle East, South Africa and Switzerland as a result of Windows 10 upgrades and other product enhancements. Partially offsetting the increase, services revenue decreased primarily due to lower professional services activity throughout Eurasia.
|
|
•
|
Americas Banking net sales increased $49.3, including a net unfavorable currency impact of $3.1 related to the Canada dollar and Brazil real. Excluding currency and the impact of a small divestiture, net sales increased $53.4 primarily due to increased product volume related to unit replacements from Windows 10 upgrades in Brazil, Canada and Mexico, and continued demand for cash recyclers slightly offset by lower services revenue in the U.S. related maintenance contracts.
|
|
•
|
Retail net sales increased $2.6, including a net unfavorable currency impact of $15.7 mostly related to the euro and divestitures of $4.8. Excluding currency and the impact of divestitures, net sales increased $23.1 primarily from SCO growth in western Europe.
|
|
|
|
Six Months Ended
|
|
|
|
|
|
Percent of Total Net Sales for the Six Months Ended
|
||||||||||
|
|
|
June 30,
|
|
|
|
|
|
June 30,
|
||||||||||
|
|
|
2019
|
|
2018
|
|
% Change
|
|
% Change in CC (1)
|
|
2019
|
|
2018
|
||||||
|
Segments
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Eurasia Banking
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Services
|
|
$
|
498.2
|
|
|
$
|
554.7
|
|
|
(10.2
|
)
|
|
(3.9
|
)
|
|
22.9
|
|
25.6
|
|
Products
|
|
314.6
|
|
|
317.9
|
|
|
(1.0
|
)
|
|
6.1
|
|
|
14.4
|
|
14.6
|
||
|
Total Eurasia Banking
|
|
812.8
|
|
|
872.6
|
|
|
(6.9
|
)
|
|
(0.3
|
)
|
|
37.3
|
|
40.2
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Americas Banking
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Services
|
|
493.4
|
|
|
509.8
|
|
|
(3.2
|
)
|
|
(2.1
|
)
|
|
22.7
|
|
23.5
|
||
|
Products
|
|
289.2
|
|
|
194.5
|
|
|
48.7
|
|
|
51.0
|
|
|
13.2
|
|
9.0
|
||
|
Total Americas Banking
|
|
782.6
|
|
|
704.3
|
|
|
11.1
|
|
|
12.6
|
|
|
35.9
|
|
32.5
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Retail
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Services
|
|
296.4
|
|
|
318.4
|
|
|
(6.9
|
)
|
|
—
|
|
|
13.6
|
|
14.7
|
||
|
Products
|
|
286.5
|
|
|
274.5
|
|
|
4.4
|
|
|
11.5
|
|
|
13.2
|
|
12.6
|
||
|
Total Retail
|
|
582.9
|
|
|
592.9
|
|
|
(1.7
|
)
|
|
5.4
|
|
|
26.8
|
|
27.3
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Total net sales
|
|
$
|
2,178.3
|
|
|
$
|
2,169.8
|
|
|
0.4
|
|
|
5.6
|
|
|
100.0
|
|
100.0
|
|
•
|
Eurasia Banking net sales decreased $59.8, including a net unfavorable currency impact of $57.7 related primarily to the euro and divestitures of $10.3. Excluding currency and the impact of divestitures, net sales increased $8.2 primarily due to higher product volume in Germany and the Middle East related to unit replacements from Windows 10 upgrades. These increases were partially offset by decreased services revenue from a low-margin maintenance contract roll off with a particular customer in India as well as lower professional services activity in Germany.
|
|
•
|
Americas Banking net sales increased $78.3, including a net unfavorable currency impact of $9.0 related to the Brazil real. Excluding currency and a small divestiture, net sales increased $89.7 driven primarily by product sales in Canada, Brazil, Mexico and the U.S regional customers related to unit replacements from Windows 10 upgrades. Partially offsetting the increases, services revenue declined from lower maintenance contract volume and billed work activity in the U.S.
|
|
•
|
Retail net sales decreased $10.0, including a net unfavorable currency impact of $39.7 mostly related to the euro and divestitures of $9.8. Excluding currency and the impact of divestitures, net sales increased $39.5 primarily from higher product volume driven by incremental reverse vending projects and large POS system roll outs in Germany, Belgium and the U.K.
|
|
|
|
Three Months Ended
|
Six Months Ended
|
|||||||||||||||||
|
|
|
June 30,
|
June 30,
|
|||||||||||||||||
|
|
|
2019
|
|
2018
|
|
% Change
|
|
2019
|
|
2018
|
|
% Change
|
||||||||
|
Gross profit - services
|
|
$
|
167.9
|
|
|
$
|
142.0
|
|
|
18.2
|
|
$
|
323.1
|
|
|
$
|
309.3
|
|
|
4.5
|
|
Gross profit - products
|
|
109.3
|
|
|
75.7
|
|
|
44.4
|
|
198.2
|
|
|
146.8
|
|
|
35.0
|
||||
|
Total gross profit
|
|
$
|
277.2
|
|
|
$
|
217.7
|
|
|
27.3
|
|
$
|
521.3
|
|
|
$
|
456.1
|
|
|
14.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Gross margin - services
|
|
25.5
|
%
|
|
20.5
|
%
|
|
|
|
25.1
|
%
|
|
22.4
|
%
|
|
|
||||
|
Gross margin - products
|
|
22.3
|
%
|
|
18.3
|
%
|
|
|
|
22.3
|
%
|
|
18.7
|
%
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Total gross margin
|
|
24.1
|
%
|
|
19.7
|
%
|
|
|
|
23.9
|
%
|
|
21.0
|
%
|
|
|
||||
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||||||||
|
|
|
June 30,
|
|
June 30,
|
||||||||||||||||||
|
|
|
2019
|
|
2018
|
|
% Change
|
|
2019
|
|
2018
|
|
% Change
|
||||||||||
|
Selling and administrative expense
|
|
$
|
222.1
|
|
|
$
|
219.8
|
|
|
1.0
|
|
|
$
|
450.4
|
|
|
$
|
447.7
|
|
|
0.6
|
|
|
Research, development and engineering expense
|
|
36.1
|
|
|
40.6
|
|
|
(11.1
|
)
|
|
73.0
|
|
|
82.3
|
|
|
(11.3
|
)
|
||||
|
Impairment of assets
|
|
—
|
|
|
83.1
|
|
|
N/M
|
|
|
—
|
|
|
83.1
|
|
|
N/M
|
|
||||
|
Loss (gain) on sale of assets, net
|
|
11.7
|
|
|
0.8
|
|
|
N/M
|
|
|
15.1
|
|
|
(6.9
|
)
|
|
N/M
|
|
||||
|
Total operating expenses
|
|
$
|
269.9
|
|
|
$
|
344.3
|
|
|
(21.6
|
)
|
|
$
|
538.5
|
|
|
$
|
606.2
|
|
|
(11.2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Percent of net sales
|
|
23.5
|
%
|
|
31.1
|
%
|
|
|
|
24.7
|
%
|
|
27.9
|
%
|
|
|
||||||
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||||||
|
|
|
June 30,
|
|
June 30,
|
||||||||||||||||
|
|
|
2019
|
|
2018
|
|
% Change
|
|
2019
|
|
2018
|
|
% Change
|
||||||||
|
Operating profit (loss)
|
|
$
|
7.3
|
|
|
$
|
(126.6
|
)
|
|
N/M
|
|
$
|
(17.2
|
)
|
|
$
|
(150.1
|
)
|
|
88.5
|
|
Operating margin
|
|
0.6
|
%
|
|
(11.5
|
)%
|
|
|
|
(0.8
|
)%
|
|
(6.9
|
)%
|
|
|
||||
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||||||||
|
|
|
June 30,
|
|
June 30,
|
||||||||||||||||||
|
|
|
2019
|
|
2018
|
|
% Change
|
|
2019
|
|
2018
|
|
% Change
|
||||||||||
|
Interest income
|
|
$
|
2.2
|
|
|
$
|
1.9
|
|
|
15.8
|
|
|
$
|
5.1
|
|
|
$
|
5.4
|
|
|
(5.6
|
)
|
|
Interest expense
|
|
(49.9
|
)
|
|
(28.4
|
)
|
|
(75.7
|
)
|
|
(100.8
|
)
|
|
(54.4
|
)
|
|
(85.3
|
)
|
||||
|
Foreign exchange loss, net
|
|
(5.1
|
)
|
|
(3.1
|
)
|
|
(64.5
|
)
|
|
(2.3
|
)
|
|
(4.5
|
)
|
|
48.9
|
|
||||
|
Miscellaneous, net
|
|
(0.4
|
)
|
|
(2.7
|
)
|
|
85.2
|
|
|
(1.8
|
)
|
|
(2.8
|
)
|
|
35.7
|
|
||||
|
Other income (expense), net
|
|
$
|
(53.2
|
)
|
|
$
|
(32.3
|
)
|
|
(64.7
|
)
|
|
$
|
(99.8
|
)
|
|
$
|
(56.3
|
)
|
|
(77.3
|
)
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||||||
|
|
|
June 30,
|
|
June 30,
|
||||||||||||||||
|
|
|
2019
|
|
2018
|
|
% Change
|
|
2019
|
|
2018
|
|
% Change
|
||||||||
|
Net loss
|
|
$
|
(55.3
|
)
|
|
$
|
(128.3
|
)
|
|
56.9
|
|
$
|
(187.2
|
)
|
|
$
|
(193.9
|
)
|
|
3.5
|
|
Percent of net sales
|
|
(4.8
|
)%
|
|
(11.6
|
)%
|
|
|
|
(8.6
|
)%
|
|
(8.9
|
)%
|
|
|
||||
|
Effective tax rate
|
|
(20.0
|
)%
|
|
18.8
|
%
|
|
|
|
(59.5
|
)%
|
|
5.1
|
%
|
|
|
||||
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||||||||
|
|
|
June 30,
|
|
June 30,
|
||||||||||||||||||
|
Eurasia Banking:
|
|
2019
|
|
2018
|
|
% Change
|
|
2019
|
|
2018
|
|
% Change
|
||||||||||
|
Net sales
|
|
$
|
430.2
|
|
|
$
|
437.5
|
|
|
(1.7
|
)
|
|
$
|
812.8
|
|
|
$
|
872.6
|
|
|
(6.9
|
)
|
|
Segment operating profit
|
|
$
|
38.8
|
|
|
$
|
18.2
|
|
|
113.2
|
|
|
$
|
72.5
|
|
|
$
|
37.7
|
|
|
92.3
|
|
|
Segment operating profit margin
|
|
9.0
|
%
|
|
4.2
|
%
|
|
|
|
8.9
|
%
|
|
4.3
|
%
|
|
|
||||||
|
|
|
Three Months Ended
|
|
Six Months Ended
|
|||||||||||||||||
|
|
|
June 30,
|
|
June 30,
|
|||||||||||||||||
|
Retail:
|
|
2019
|
|
2018
|
|
% Change
|
|
2019
|
|
2018
|
|
% Change
|
|||||||||
|
Net sales
|
|
$
|
300.1
|
|
|
$
|
297.5
|
|
|
0.9
|
|
$
|
582.9
|
|
|
$
|
592.9
|
|
|
(1.7
|
)
|
|
Segment operating profit
|
|
$
|
15.6
|
|
|
$
|
5.5
|
|
|
183.6
|
|
$
|
23.7
|
|
|
$
|
15.7
|
|
|
51.0
|
|
|
Segment operating profit margin
|
|
5.2
|
%
|
|
1.8
|
%
|
|
|
|
4.1
|
%
|
|
2.6
|
%
|
|
|
|||||
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
|
Cash and cash equivalents (excluding restricted cash)
|
|
$
|
255.2
|
|
|
$
|
353.1
|
|
|
Additional cash availability from
|
|
|
|
|
||||
|
Uncommitted lines of credit
|
|
44.0
|
|
|
28.0
|
|
||
|
Revolving Facility
|
|
357.5
|
|
|
347.5
|
|
||
|
Short-term investments
|
|
13.1
|
|
|
33.5
|
|
||
|
Total cash and cash availability
|
|
$
|
669.8
|
|
|
$
|
762.1
|
|
|
Summary of cash flows:
|
|
2019
|
|
2018
|
||||
|
Net cash used by operating activities
|
|
$
|
(67.6
|
)
|
|
$
|
(256.6
|
)
|
|
Net cash (used) provided by investing activities
|
|
(1.5
|
)
|
|
24.3
|
|
||
|
Net cash (used) provided by financing activities
|
|
(132.9
|
)
|
|
1.0
|
|
||
|
Effect of exchange rate changes on cash and cash equivalents
|
|
0.2
|
|
|
(9.8
|
)
|
||
|
Decrease in cash, cash equivalents and restricted cash
|
|
$
|
(201.8
|
)
|
|
$
|
(241.1
|
)
|
|
•
|
Cash flows from operating activities during the six months ended June 30, 2019 compared to the same period in 2018 were impacted by a $6.7 decrease in net loss. Refer to the Results of Operations discussed above for further discussion of the Company's net loss.
|
|
•
|
The net aggregate of trade receivables, inventories and accounts payable provided $23.3 and used $97.4 in operating cash flows during the six months ended June 30, 2019 and 2018, respectively. Trade receivables cash provided $23.1 for the six months ended June 30, 2019 compared to an usage of $4.9 for the same period in the prior-year primarily due to improvement in collections in America and EMEA. Inventory cash use decreased $106.7 compared to the same period in the prior year primarily due to improved product inventory management in EMEA and North America related to management's initiative of streamlining the product portfolio and harvesting inventory. Cash provided by accounts payable decreased primarily related to reduced spending in the Americas as a result of cost savings initiatives.
|
|
•
|
In the aggregate, the other combined certain assets and liabilities used $35.9 for the six months ended June 30, 2019 compared to $119.2 during the same period in 2018. The decrease in use was primarily due to lower income taxes paid and increased non-cash deferred income taxes due to the results of operations as well as lower net value added tax payments as a result of improved refundable utilization.
|
|
•
|
the ultimate impact of the appraisal proceedings initiated in connection with the implementation of the DPLTA with Diebold Nixdorf AG and the merger squeeze-out of the remaining shareholders of Diebold Nixdorf AG;
|
|
•
|
the ultimate outcome and results of integrating the operations of the Company and former Diebold Nixdorf AG;
|
|
•
|
the Company's ability to successfully operate its strategic alliances in China;
|
|
•
|
changes in political, economic or other factors such as interest rates, 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;
|
|
•
|
changes in the Company's relationships with customers, suppliers, distributors and/or partners in its business ventures;
|
|
•
|
the impact of market and economic conditions on the financial services and retail industries, including any additional deterioration and disruption in the financial and service markets, including the bankruptcies, restructurings or consolidations of financial institutions, which could reduce our customer base and/or adversely affect our customers' ability to make capital expenditures, as well as adversely impact the availability and cost of credit;
|
|
•
|
the acceptance of the Company's product and technology introductions in the marketplace;
|
|
•
|
the capacity of the Company's technology to keep pace with a rapidly evolving marketplace;
|
|
•
|
competitive pressures, including pricing pressures and technological developments;
|
|
•
|
the effect of legislative and regulatory actions in the U.S. and internationally;
|
|
•
|
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 acquisitions into its operations;
|
|
•
|
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;
|
|
•
|
unanticipated litigation, claims or assessments, as well as the outcome/impact of any current/pending litigation, claims or assessments;
|
|
•
|
the Company's success in divesting, reorganizing or exiting non-core and/or non-accretive businesses;
|
|
•
|
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;
|
|
•
|
the Company's ability to maintain effective internal controls;
|
|
•
|
the Company's ability to comply with the covenants contained in the agreements governing its debt;
|
|
•
|
the investment performance of the Company's pension plan assets, which could require the Company to increase its pension contributions, and significant changes in healthcare costs, including those that may result from government action;
|
|
•
|
the amount and timing of repurchases of the Company's common shares, if any; and
|
|
•
|
the Company's ability to successfully amend and extend any or a portion of its senior secured revolving credit facility and term loan debt that matures in 2020.
|
|
•
|
The Company had ineffective information technology general controls (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 transactions were calculated correctly.
|
|
•
|
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.
|
|
Period
|
|
Total Number of
Shares
Purchased (1)
|
|
Average Price
Paid Per Share
|
|
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans (2)
|
|
Maximum Number
of Shares that May
Yet Be Purchased
Under the Plans (2)
|
|||||
|
April
|
|
14,074
|
|
|
$
|
11.86
|
|
|
—
|
|
|
2,426,177
|
|
|
May
|
|
7,259
|
|
|
$
|
10.74
|
|
|
—
|
|
|
2,426,177
|
|
|
June
|
|
725
|
|
|
$
|
7.60
|
|
|
—
|
|
|
2,426,177
|
|
|
Total
|
|
22,058
|
|
|
$
|
11.35
|
|
|
—
|
|
|
|
|
|
(1)
|
All shares were surrendered or deemed surrendered to the Company in connection with the Company’s share-based compensation plans.
|
|
(2)
|
The total number of shares repurchased as part of the publicly announced share repurchase plan since its inception was 13,450,772 as of June 30, 2019. The plan was approved by the Board of Directors in 1997. The Company may purchase shares from time to time in open market purchases or privately negotiated transactions. The Company may make all or part of the purchases pursuant to accelerated share repurchases or Rule 10b5-1 plans. The plan has no expiration date. The following table provides a summary of Board of Directors approvals to repurchase the Company’s outstanding common shares:
|
|
|
Total Number of Shares
Approved for Repurchase |
|
|
1997
|
2,000,000
|
|
|
2004
|
2,000,000
|
|
|
2005
|
6,000,000
|
|
|
2007
|
2,000,000
|
|
|
2011
|
1,876,949
|
|
|
2012
|
2,000,000
|
|
|
|
15,876,949
|
|
|
|
||
|
|
|
|
|
|
||
|
|
|
|
|
|
||
|
|
|
|
|
|
||
|
|
|
|
|
|
||
|
|
|
|
|
|
||
|
|
|
|
|
|
||
|
|
|
|
|
|
||
|
|
|
|
|
|
||
|
|
|
|
|
|
||
|
|
|
|
|
|
||
|
|
|
|
|
|
||
|
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
|
DIEBOLD NIXDORF, INCORPORATED
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Date:
|
July 30, 2019
|
|
|
/s/ Gerrard B. Schmid
|
|
|
|
|
By:
|
Gerrard B. Schmid
|
|
|
|
|
|
President and Chief Executive Officer
|
|
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
Date:
|
July 30, 2019
|
|
|
/s/ Jeffrey Rutherford
|
|
|
|
|
By:
|
Jeffrey Rutherford
|
|
|
|
|
|
Senior Vice President and Chief Financial Officer
|
|
|
|
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
|
1)
|
I have reviewed this quarterly report on Form 10-Q of Diebold Nixdorf, Incorporated;
|
|
2)
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3)
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
4)
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
|
5)
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
Date:
|
July 30, 2019
|
|
/s/ Gerrard B. Schmid
|
|
|
|
|
Gerrard B. Schmid
|
|
|
|
|
President and Chief Executive Officer
(Principal Executive Officer)
|
|
1)
|
I have reviewed this quarterly report on Form 10-Q of Diebold Nixdorf, Incorporated;
|
|
2)
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3)
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
4)
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
|
5)
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
Date:
|
July 30, 2019
|
|
/s/ Jeffrey Rutherford
|
|
|
|
|
Jeffrey Rutherford
|
|
|
|
|
Senior Vice President and Chief Financial Officer
(Principal Financial Officer) |
|
1
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
|
2
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.
|
|
July 30, 2019
|
|
|
/s/ Gerrard B. Schmid
|
|
|
|
|
Gerrard B. Schmid
|
|
|
|
|
President and Chief Executive Officer
(Principal Executive Officer)
|
|
1
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
|
2
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.
|
|
July 30, 2019
|
|
|
/s/ Jeffrey Rutherford
|
|
|
|
|
Jeffrey Rutherford
|
|
|
|
|
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
|