☒
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended
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December 31, 2019
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OR
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
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Ohio
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34-0183970
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer Identification No.)
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5995 Mayfair Road, P.O. Box 3077
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North Canton
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Ohio
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44720-8077
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Common Shares $1.25 Par Value
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DBD
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New York Stock Exchange
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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•
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Transitioning to a streamlined and customer-centric operating model
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•
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Implementing a services modernization plan which focuses on upgrading certain customer touchpoints, automating incident reporting and response, and standardizing service offerings and internal processes
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•
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Streamlining the product range of automated teller machines (ATMs) and manufacturing footprint
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•
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Improving working capital management through greater focus and efficiency of payables, receivables and inventory
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•
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Reducing administrative expenses, including finance, information technology (IT) and real estate
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•
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Increasing sales productivity through improved coverage and compensation arrangements
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•
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Standardizing back-office processes to automate reporting and better manage risks
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•
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Optimizing the portfolio of businesses to improve overall profitability
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•
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Improved ATM availability and performance through intelligent design, the use of sensor technology and machine learning via the AllConnect Data Engine
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•
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Higher note capacity and processing power with next-generation cash recycling technology
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•
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Improved security in a smaller footprint
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•
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Full integration with the DN Vynamic™ software suite
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•
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Technological capability that facilitates a streamlined, simplified product portfolio
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•
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Modular and upgradeable design, enabling a simplified and streamlined internal supply chain
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•
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Advanced security and compliance measures
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•
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Advanced sensors
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•
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Modern field services operations
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•
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Cloud computing
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•
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Analytics
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•
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As-a-service expertise
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•
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make it more difficult for the Company to pay or refinance its debts as they become due during adverse economic and industry conditions because the Company may not have sufficient cash flows to make its scheduled debt payments
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•
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cause the Company to use a larger portion of its cash flow to fund interest and principal payments, reducing the availability of cash to fund working capital, capital expenditures, R&D and other business activities
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•
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limit the Company’s ability to take advantage of significant business opportunities, such as acquisition opportunities, and to react to changes in market or industry conditions
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•
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cause the Company to be more vulnerable to general adverse economic and industry conditions
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•
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cause the Company to be disadvantaged compared to competitors with less leverage
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•
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result in a downgrade in the credit rating of the Company or indebtedness of the Company or its subsidiaries, which could increase the cost of borrowings
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•
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limit the Company’s ability to borrow additional monies in the future to fund working capital, capital expenditures, R&D and other business activities
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•
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incur additional indebtedness and guarantee indebtedness
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•
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pay dividends or make other distributions or repurchase or redeem capital stock
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•
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prepay, redeem or repurchase certain debt
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•
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issue certain preferred stock or similar equity securities
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•
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make loans and investments
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•
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sell assets
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•
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incur liens
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•
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enter into transactions with affiliates
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•
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alter the businesses the Company conducts
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•
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enter into agreements restricting the Company's subsidiaries’ ability to pay dividends
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•
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consolidate, merge or sell all or substantially all of the Company's assets
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•
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limited in how it conduct its business
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•
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unable to raise additional debt or equity financing to operate during general economic or business downturns
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•
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unable to compete effectively or to take advantage of new business opportunities
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•
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changes in the market acceptance of its services and products
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•
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customer and competitor consolidation
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•
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changes in customer preferences
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•
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declines in general economic conditions
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•
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disruptive technologies
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•
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changes in environmental regulations that would limit its ability to service and sell products in specific markets;
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•
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macro-economic factors affecting retail stores and banks, credit unions and other financial institutions may lead to cost-cutting efforts by customers, including branch closures, which could cause it to lose current or potential customers or achieve less revenue per customer
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•
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availability of purchased products
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•
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fluctuations in currency exchange rates, particularly in EMEA (primarily the euro (EUR), Great Britain pound sterling (GBP), Mexico (peso), Thailand (baht) and Brazil (real)
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•
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transportation and supply chain delays and interruptions
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•
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political and economic instability and disruptions, including the impact of trade agreements
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•
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the failure of foreign governments to abide by international agreements and treaties
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•
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restrictions on the transfer of funds
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•
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the imposition of duties, tariffs and other taxes
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•
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import and export controls
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•
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changes in governmental policies and regulatory environments
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•
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ensuring the Company's compliance with U.S. laws and regulations and applicable laws and regulations in other jurisdictions, including the Foreign Corrupt Practices Act (FCPA), the U.K. Bribery Act, and applicable laws and regulations in other jurisdictions
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•
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increasingly complex laws and regulations concerning privacy and data security, including the European Union’s (EU) General Data Protection Regulation (GDPR)
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•
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labor unrest and current and changing regulatory environments
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•
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the uncertainty of product acceptance by different cultures
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•
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the risks of divergent business expectations or cultural incompatibility inherent in establishing strategic alliances with foreign partners
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•
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difficulties in staffing and managing multi-national operations
|
•
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limitations on the ability to enforce legal rights and remedies
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•
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reduced protection for intellectual property rights in some countries
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•
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potentially adverse tax consequences, including repatriation of profits
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•
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disruptions in our business, or the businesses of our suppliers or customers, due to cybersecurity incidents, terrorist activity, armed conflict, war, public health concerns (including viral outbreaks, such as the coronavirus), fires or other natural disasters
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Americas
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EMEA
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AP
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Brazil
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Honduras
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Algeria
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Italy
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Slovakia
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Australia
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Canada
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Mexico
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Austria
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Luxembourg
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South Africa
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China
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Chile
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Nicaragua
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Belgium
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Malta
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Spain
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Hong Kong
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Colombia
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Panama
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Czech Republic
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Morocco
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Sweden
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India
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Costa Rica
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Paraguay
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Denmark
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Netherlands
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Switzerland
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Indonesia
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Dominican Republic
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Peru
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Finland
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Nigeria
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Turkey
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Malaysia
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Ecuador
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Uruguay
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France
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Norway
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Ukraine
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Myanmar
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El Salvador
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United States
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Germany
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Poland
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United Arab Emirates
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Philippines
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Guatemala
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Greece
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Portugal
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United Kingdom
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Singapore
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Hungary
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Romania
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Taiwan
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Ireland
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Russia
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Thailand
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Vietnam
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Period
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Total Number of Shares Purchased (1)
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Average Price Paid Per Share
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Total Number of Shares Purchased as Part of Publicly Announced Plans
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Maximum Number of Shares that May Yet Be Purchased Under the Plans (2)
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October
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1,545
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$
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7.37
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—
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2,426,177
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November
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16
|
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$
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12.72
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—
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2,426,177
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December
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6,106
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$
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10.83
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—
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2,426,177
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Total
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7,667
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$
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10.14
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—
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(1)
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All shares were surrendered or deemed surrendered to the Company in connection with the Company’s stock-based compensation plans.
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(2)
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The total number of shares repurchased as part of the publicly announced share repurchase plan was 13,450,772 as of December 31, 2019. The plan was approved by the Board of Directors in April 1997. The Company may purchase shares from time to time in open market purchases or privately negotiated transactions. The Company may make all or part of the purchases pursuant to accelerated share repurchases or Rule 10b5-1 plans. The plan has no expiration date. The following table provides a summary of Board of Director approvals to repurchase the Company's outstanding common shares:
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Total Number of Shares
Approved for Repurchase
|
|
1997
|
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2,000,000
|
|
2004
|
|
2,000,000
|
|
2005
|
|
6,000,000
|
|
2007
|
|
2,000,000
|
|
2011
|
|
1,876,949
|
|
2012
|
|
2,000,000
|
|
|
|
15,876,949
|
|
(1)
|
There are fourteen companies included in the Company's 2019 peer group, which are: Alliance Data Systems Corp., Benchmark Electronics Inc., Global Payments Inc., Juniper Networks Inc., Logitech International SA, Motorola Solutions Inc., NCR Corp., Netapp Inc., Pitney Bowes Inc., Sabre Corp., Total Systems Services, Unisys Corp., Western Union Co. and Zebra Technologies Corp.
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(2)
|
The fifteen companies included in the Company's 2018 peer group are: Alliance Data Systems Corp., Benchmark Electronics Inc., Global Payments Inc., Harris Corp., Juniper Networks Inc., Logitech International SA, Motorola Solutions Inc., NCR Corp., Netapp Inc., Pitney Bowes Inc., Sabre Corp., Total Systems Services, Unisys Corp., Western Union Co. and Zebra Technologies Corp.
|
|
Years Ended December 31,
|
||||||||||||||||||
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2019
|
|
2018
|
|
2017
|
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2016
|
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2015
|
||||||||||
|
(in millions, except per share data)
|
||||||||||||||||||
Results of operations
|
|
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Net sales
|
$
|
4,408.7
|
|
|
$
|
4,578.6
|
|
|
$
|
4,609.3
|
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$
|
3,316.3
|
|
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$
|
2,419.3
|
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Net (loss) income, net of tax (1)
|
$
|
(344.6
|
)
|
|
$
|
(528.7
|
)
|
|
$
|
(213.9
|
)
|
|
$
|
(179.3
|
)
|
|
$
|
57.8
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic and diluted earnings (loss) per common share
|
|
|
|
|
|
|
|
|
|
||||||||||
Net (loss) income (1)
|
$
|
(4.45
|
)
|
|
$
|
(6.99
|
)
|
|
$
|
(3.20
|
)
|
|
$
|
(2.68
|
)
|
|
$
|
0.89
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Common dividends paid per share
|
$
|
—
|
|
|
$
|
0.10
|
|
|
$
|
0.40
|
|
|
$
|
0.96
|
|
|
$
|
1.15
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Consolidated balance sheet data (as of period end)
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets (1)
|
$
|
3,790.6
|
|
|
$
|
4,280.5
|
|
|
$
|
5,150.6
|
|
|
$
|
5,207.8
|
|
|
$
|
2,242.4
|
|
Total debt
|
$
|
2,141.2
|
|
|
$
|
2,239.5
|
|
|
$
|
1,853.8
|
|
|
$
|
1,798.3
|
|
|
$
|
638.2
|
|
Redeemable noncontrolling interests
|
$
|
20.9
|
|
|
$
|
130.4
|
|
|
$
|
492.1
|
|
|
$
|
44.1
|
|
|
$
|
—
|
|
•
|
Successfully amended and extended the vast majority of the Company's $787.0 revolving credit facility and term A loans from December 23, 2020 to April 30, 2022
|
•
|
Completed the merger squeeze-out of Diebold Nixdorf AG, the Company's German public subsidiary, which has streamlined and simplified the Company's corporate structure
|
•
|
Elected four new independent members to the Company's Board of Directors, continuing to refresh the board to align with the Company's strategy and opportunities
|
•
|
Won a three-year, multi-million dollar agreement with a European DIY retailer to refresh the end-to-end customer checkout experience in more than 600 stores spanning 12 countries
|
•
|
Executed a five-year agreement valued at more than $60.0 with one of the world’s largest fuel and convenience retailers to deploy a new, centralized card acceptance platform. The contract includes software licenses, professional and maintenance services for stores in 10 European markets
|
•
|
Won Windows 10 ATM product upgrades with several financial institutions, including an agreement with 1) KeyBank to digitally transform more than 1,400 self-service devices with DN Vynamic™ Software, and 2) a major Belgian bank to upgrade more than 2,400 devices and cash recyclers to Windows 10, leveraging DN AllConnect ServicesSM and the DN Vynamic software suite
|
•
|
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
|
•
|
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
|
•
|
Benefited from solid growth in 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
|
•
|
Renewed a multi-year managed services contract with H&M, a global fashion retailer, providing an integrated solution supporting its global stores with an all-in-one POS system, DN Vynamic Software and DN AllConnect Services
|
•
|
Reached an agreement with Dave & Buster’s, a leading U.S.-based dining and entertainment chain, to provide a self-service solution at locations nationwide built around Diebold Nixdorf's newest K-two interactive kiosk
|
•
|
Signed a multi-million dollar global agreement with Citibank for Vynamic software and DN Series ATMs
|
•
|
Won a multi-year ATM-as-a-Service agreement in Belgium with JoFiCo to update and maintain approximately 1,560 ATMs
|
•
|
Selected by a top U.S. financial institution to provide approximately 20,000 Vynamic software marketing licenses and associated services
|
•
|
Secured a multi-million dollar contract with Swisslos for 5,000 all-in-one POS terminals
|
•
|
Signed a comprehensive solutions contract, valued at nearly $10.0, with one of the largest banks in the Philippines to upgrade its ATM fleet to Windows 10
|
•
|
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
|
•
|
Realization of cost reductions, which leverage the Company's global scale, reduce overlap and improve operating efficiencies
|
•
|
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 administrative expenses, including finance, IT and real estate
|
•
|
Increasing sales productivity through improved coverage and compensation arrangements
|
•
|
Standardizing back-office processes to automate reporting and better manage risks
|
•
|
Optimizing the portfolio of businesses to improve overall profitability
|
|
|
|
|
|
% Change in CC (1)
|
|
% of Total Net Sales for the Year Ended
|
||||||||||
|
2019
|
|
2018
|
|
% Change
|
|
|
2019
|
|
2018
|
|||||||
Segments
|
|
|
|
|
|
|
|
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|
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|
||||||
Eurasia Banking
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Services
|
$
|
993.6
|
|
|
$
|
1,111.8
|
|
|
(10.6
|
)
|
|
(6.6
|
)
|
|
22.5
|
|
24.3
|
Products
|
656.2
|
|
|
688.4
|
|
|
(4.7
|
)
|
|
(0.2
|
)
|
|
14.9
|
|
15.0
|
||
Total Eurasia Banking
|
$
|
1,649.8
|
|
|
$
|
1,800.2
|
|
|
(8.4
|
)
|
|
(4.1
|
)
|
|
37.4
|
|
39.3
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Americas Banking
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Services
|
$
|
1,002.5
|
|
|
$
|
1,025.8
|
|
|
(2.3
|
)
|
|
(1.5
|
)
|
|
22.7
|
|
22.4
|
Products
|
601.6
|
|
|
489.9
|
|
|
22.8
|
|
|
23.9
|
|
|
13.7
|
|
10.7
|
||
Total Americas Banking
|
$
|
1,604.1
|
|
|
$
|
1,515.7
|
|
|
5.8
|
|
|
6.7
|
|
|
36.4
|
|
33.1
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Retail
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Services
|
$
|
612.0
|
|
|
$
|
651.9
|
|
|
(6.1
|
)
|
|
(1.1
|
)
|
|
13.9
|
|
14.3
|
Products
|
542.8
|
|
|
610.8
|
|
|
(11.1
|
)
|
|
(7.1
|
)
|
|
12.3
|
|
13.3
|
||
Total Retail
|
$
|
1,154.8
|
|
|
$
|
1,262.7
|
|
|
(8.5
|
)
|
|
(4.0
|
)
|
|
26.2
|
|
27.6
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total net sales
|
$
|
4,408.7
|
|
|
$
|
4,578.6
|
|
|
(3.7
|
)
|
|
(0.4
|
)
|
|
100.0
|
|
100.0
|
•
|
Eurasia Banking net sales decreased $150.4, including a net unfavorable currency impact of $79.3 related primarily to the euro and divestitures of $30.4. Excluding currency and the impact of divestitures, net sales decreased $40.7 primarily due to declining low-margin services solutions, including a low margin maintenance contract roll-off in India, combined with the fewer product roll outs in various countries and under-performance of a non-core business, partially offset by higher product volume in Germany, the Middle East and South Africa related to unit replacements from Windows 10 upgrades.
|
•
|
Americas Banking net sales increased $88.4, including a net unfavorable currency impact of $12.3 primarily related to the Brazil real. Excluding currency and a small divestiture, net sales increased $105.6 driven primarily by product and installation sales in Canada, Brazil, Mexico and the U.S. regional customers related to unit replacements from Windows 10 upgrades, in addition to increased software license volume in the U.S. Partially offsetting these increases, services revenue declined from lower maintenance contract volume and billed work activity in the U.S.
|
•
|
Retail net sales decreased $107.9, including a net unfavorable currency impact of $59.4 mostly related to the euro and divestitures of $18.5. Excluding currency and the impact of divestitures, net sales decreased $30.0 primarily from lower POS installations and reduced low-margin non-core business, partially offset by incremental SCO volume and new service contracts in the U.K.
|
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
||||||
Gross profit - services
|
$
|
686.9
|
|
|
$
|
632.5
|
|
|
$
|
54.4
|
|
|
8.6
|
Gross profit - products
|
380.2
|
|
|
266.3
|
|
|
113.9
|
|
|
42.8
|
|||
Total gross profit
|
$
|
1,067.1
|
|
|
$
|
898.8
|
|
|
$
|
168.3
|
|
|
18.7
|
|
|
|
|
|
|
|
|
||||||
Gross margin - services
|
26.3
|
%
|
|
22.7
|
%
|
|
|
|
|
||||
Gross margin - products
|
21.1
|
%
|
|
14.9
|
%
|
|
|
|
|
|
|||
Total gross margin
|
24.2
|
%
|
|
19.6
|
%
|
|
|
|
|
|
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
||||||
Selling and administrative expense
|
$
|
908.8
|
|
|
$
|
893.5
|
|
|
$
|
15.3
|
|
|
1.7
|
Research, development and engineering expense
|
147.1
|
|
|
157.4
|
|
|
(10.3
|
)
|
|
(6.5)
|
|||
Impairment of assets
|
30.2
|
|
|
180.2
|
|
|
(150.0
|
)
|
|
(83.2)
|
|||
Loss (gain) on sale of assets, net
|
7.6
|
|
|
(6.7
|
)
|
|
14.3
|
|
|
N/M
|
|||
Total operating expenses
|
$
|
1,093.7
|
|
|
$
|
1,224.4
|
|
|
$
|
(130.7
|
)
|
|
(10.7)
|
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
||||||
Operating loss
|
$
|
(26.6
|
)
|
|
$
|
(325.6
|
)
|
|
$
|
299.0
|
|
|
91.8
|
Operating margin
|
(0.6
|
)%
|
|
(7.1
|
)%
|
|
|
|
|
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
||||||
Interest income
|
$
|
9.3
|
|
|
$
|
8.7
|
|
|
$
|
0.6
|
|
|
6.9
|
Interest expense
|
(202.9
|
)
|
|
(154.9
|
)
|
|
(48.0
|
)
|
|
(31.0)
|
|||
Foreign exchange loss, net
|
(5.1
|
)
|
|
(2.5
|
)
|
|
(2.6
|
)
|
|
(104.0)
|
|||
Miscellaneous, net
|
(3.6
|
)
|
|
(4.0
|
)
|
|
0.4
|
|
|
10.0
|
|||
Other income (expense)
|
$
|
(202.3
|
)
|
|
$
|
(152.7
|
)
|
|
$
|
(49.6
|
)
|
|
(32.5)
|
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
||||||
Net loss
|
$
|
(344.6
|
)
|
|
$
|
(528.7
|
)
|
|
$
|
184.1
|
|
|
34.8
|
Percent of net sales
|
(7.8
|
)%
|
|
(11.5
|
)%
|
|
|
|
|
||||
Effective tax rate
|
(51.0
|
)%
|
|
(7.8
|
)%
|
|
|
|
|
|
Eurasia Banking:
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|||||||
Net sales
|
$
|
1,649.8
|
|
|
$
|
1,800.2
|
|
|
$
|
(150.4
|
)
|
|
(8.4
|
)
|
Segment operating profit
|
$
|
169.3
|
|
|
$
|
150.1
|
|
|
$
|
19.2
|
|
|
12.8
|
|
Segment operating profit margin
|
10.3
|
%
|
|
8.3
|
%
|
|
|
|
|
Americas Banking:
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
||||||
Net sales
|
$
|
1,604.1
|
|
|
$
|
1,515.7
|
|
|
$
|
88.4
|
|
|
5.8
|
Segment operating profit
|
$
|
119.7
|
|
|
$
|
17.2
|
|
|
$
|
102.5
|
|
|
N/M
|
Segment operating profit margin
|
7.5
|
%
|
|
1.1
|
%
|
|
|
|
|
Retail:
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|||||||
Net sales
|
$
|
1,154.8
|
|
|
$
|
1,262.7
|
|
|
$
|
(107.9
|
)
|
|
(8.5
|
)
|
Segment operating profit
|
$
|
58.3
|
|
|
$
|
47.1
|
|
|
$
|
11.2
|
|
|
23.8
|
|
Segment operating profit margin
|
5.0
|
%
|
|
3.7
|
%
|
|
|
|
|
|
|
|
|
|
% Change in CC (1)
|
|
% of Total Net Sales for the Year Ended
|
||||||||||
|
2018
|
|
2017
|
|
% Change
|
|
|
2018
|
|
2017
|
|||||||
Segments
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Eurasia Banking
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Services
|
$
|
1,111.8
|
|
|
$
|
1,133.1
|
|
|
(1.9
|
)
|
|
(4.0
|
)
|
|
24.3
|
|
24.6
|
Products
|
688.4
|
|
|
770.3
|
|
|
(10.6
|
)
|
|
(12.5
|
)
|
|
15.0
|
|
16.7
|
||
Total Eurasia Banking
|
$
|
1,800.2
|
|
|
$
|
1,903.4
|
|
|
(5.4
|
)
|
|
(7.4
|
)
|
|
39.3
|
|
41.3
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Americas Banking
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Services
|
$
|
1,025.8
|
|
|
$
|
1,043.9
|
|
|
(1.7
|
)
|
|
(0.7
|
)
|
|
22.4
|
|
22.6
|
Products
|
489.9
|
|
|
481.7
|
|
|
1.7
|
|
|
3.7
|
|
|
10.7
|
|
10.5
|
||
Total Americas Banking
|
$
|
1,515.7
|
|
|
$
|
1,525.6
|
|
|
(0.6
|
)
|
|
0.7
|
|
|
33.1
|
|
33.1
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Retail
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Services
|
$
|
651.9
|
|
|
$
|
608.3
|
|
|
7.2
|
|
|
4.7
|
|
|
14.3
|
|
13.2
|
Products
|
610.8
|
|
|
572.0
|
|
|
6.8
|
|
|
3.1
|
|
|
13.3
|
|
12.4
|
||
Total Retail
|
$
|
1,262.7
|
|
|
$
|
1,180.3
|
|
|
7.0
|
|
|
3.9
|
|
|
27.6
|
|
25.6
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total net sales
|
$
|
4,578.6
|
|
|
$
|
4,609.3
|
|
|
(0.7
|
)
|
|
(1.8
|
)
|
|
100.0
|
|
100.0
|
•
|
Eurasia Banking net sales decreased $103.2, including a net favorable currency impact of $41.3 mainly related to the euro. Prior year net sales were adversely impacted $18.3, including a net unfavorable currency impact of $1.4, related to Deferred Revenue Adjustments. Excluding currency and Deferred Revenue Adjustments, net sales decreased $164.2 due to lower product volume related to fewer product deployments and projects, particularly in Thailand, Turkey, Indonesia, the Middle East and Australia. In addition, services in India decreased as a result of a low-margin maintenance contract roll off. Net sales declined from the Company’s strategic decision to reduce its product and services portfolio in India and China as market conditions became less favorable. These decreases were partially offset by increased unit replacements in Germany related to Windows 10 migrations.
|
•
|
Americas Banking net sales decreased $9.9, including a net unfavorable currency impact of $20.6 related to the Brazil real. Excluding currency, net sales increased $10.7 from higher software license volume in Brazil, professional services volume in North America and higher product volume, particularly in Mexico, Canada and Ecuador. These increases were partially offset by lower product volume in the U.S. as well as low-profit maintenance contract base roll offs of two customers in North America and $4.1 of lower electronic security revenue in Chile due to the business divestiture in September 2017.
|
•
|
Retail net sales increased $82.4, including a net favorable currency impact of $34.7 mainly related to the euro. Prior year net sales were adversely impacted $12.1, including a net unfavorable currency impact of $1.0, related to Deferred Revenue Adjustments. Excluding currency and Deferred Revenue Adjustments, net sales increased $34.6 due to a large North America kiosk project as well as higher POS activity in Central Eastern Europe, the U.K, France and Spain. These increases were partially offset by lower product volume from the Eurasia non-core businesses and large prior year non-recurring POS and kiosk activity in Germany for multiple customers as well as lower lottery equipment volume in Brazil.
|
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
||||||
Gross profit - services
|
$
|
632.5
|
|
|
$
|
675.2
|
|
|
$
|
(42.7
|
)
|
|
(6.3)
|
Gross profit - products
|
266.3
|
|
|
324.6
|
|
|
(58.3
|
)
|
|
(18.0)
|
|||
Total gross profit
|
$
|
898.8
|
|
|
$
|
999.8
|
|
|
$
|
(101.0
|
)
|
|
(10.1)
|
|
|
|
|
|
|
|
|
||||||
Gross margin - services
|
22.7
|
%
|
|
24.2
|
%
|
|
|
|
|
||||
Gross margin - products
|
14.9
|
%
|
|
17.8
|
%
|
|
|
|
|
||||
Total gross margin
|
19.6
|
%
|
|
21.7
|
%
|
|
|
|
|
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
||||||
Selling and administrative expense
|
$
|
893.5
|
|
|
$
|
933.7
|
|
|
$
|
(40.2
|
)
|
|
(4.3)
|
Research, development and engineering expense
|
157.4
|
|
|
155.5
|
|
|
1.9
|
|
|
1.2
|
|||
Impairment of assets
|
180.2
|
|
|
3.1
|
|
|
177.1
|
|
|
N/M
|
|||
(Gain) loss on sale of assets, net
|
(6.7
|
)
|
|
1.0
|
|
|
(7.7
|
)
|
|
N/M
|
|||
Total operating expenses
|
$
|
1,224.4
|
|
|
$
|
1,093.3
|
|
|
$
|
131.1
|
|
|
12.0
|
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
||||||
Operating loss
|
$
|
(325.6
|
)
|
|
$
|
(93.5
|
)
|
|
$
|
(232.1
|
)
|
|
N/M
|
Operating margin
|
(7.1
|
)%
|
|
(2.0
|
)%
|
|
|
|
|
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
||||||
Interest income
|
$
|
8.7
|
|
|
$
|
20.3
|
|
|
$
|
(11.6
|
)
|
|
(57.1)
|
Interest expense
|
(154.9
|
)
|
|
(117.3
|
)
|
|
(37.6
|
)
|
|
32.1
|
|||
Foreign exchange loss, net
|
(2.5
|
)
|
|
(3.9
|
)
|
|
1.4
|
|
|
35.9
|
|||
Miscellaneous, net
|
(4.0
|
)
|
|
2.5
|
|
|
(6.5
|
)
|
|
N/M
|
|||
Other income (expense)
|
$
|
(152.7
|
)
|
|
$
|
(98.4
|
)
|
|
$
|
(54.3
|
)
|
|
55.2
|
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
||||||
Net loss
|
$
|
(528.7
|
)
|
|
$
|
(213.9
|
)
|
|
$
|
(314.8
|
)
|
|
N/M
|
Percent of net sales
|
(11.5
|
)%
|
|
(4.6
|
)%
|
|
|
|
|
||||
Effective tax rate (benefit)
|
(7.8
|
)%
|
|
(14.7
|
)%
|
|
|
|
|
Eurasia Banking:
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
|||||||
Net sales
|
$
|
1,800.2
|
|
|
$
|
1,903.4
|
|
|
$
|
(103.2
|
)
|
|
(5.4
|
)
|
Segment operating profit
|
$
|
150.1
|
|
|
$
|
126.8
|
|
|
$
|
23.3
|
|
|
18.4
|
|
Segment operating profit margin
|
8.3
|
%
|
|
6.7
|
%
|
|
|
|
|
Americas Banking:
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
|||||||
Net sales
|
$
|
1,515.7
|
|
|
$
|
1,525.6
|
|
|
$
|
(9.9
|
)
|
|
(0.6
|
)
|
Segment operating profit
|
$
|
17.2
|
|
|
$
|
68.1
|
|
|
$
|
(50.9
|
)
|
|
(74.7
|
)
|
Segment operating profit margin
|
1.1
|
%
|
|
4.5
|
%
|
|
|
|
|
Retail:
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
|||||||
Net sales
|
$
|
1,262.7
|
|
|
$
|
1,180.3
|
|
|
$
|
82.4
|
|
|
7.0
|
|
Segment operating profit
|
$
|
47.1
|
|
|
$
|
87.9
|
|
|
$
|
(40.8
|
)
|
|
(46.4
|
)
|
Segment operating profit margin
|
3.7
|
%
|
|
7.4
|
%
|
|
|
|
|
|
2019
|
|
2018
|
||||
Cash and cash equivalents (excluding restricted cash)
|
$
|
277.3
|
|
|
$
|
353.1
|
|
Additional cash availability from:
|
|
|
|
||||
Uncommitted lines of credit
|
36.7
|
|
|
28.0
|
|
||
Revolving facility
|
387.3
|
|
|
347.5
|
|
||
Short-term investments
|
10.0
|
|
|
33.5
|
|
||
Total cash and cash availability
|
$
|
711.3
|
|
|
$
|
762.1
|
|
Net cash flow provided (used) by
|
2019
|
|
2018
|
|
2017
|
||||||
Operating activities
|
$
|
135.8
|
|
|
$
|
(104.1
|
)
|
|
$
|
37.1
|
|
Investing activities
|
(6.8
|
)
|
|
34.4
|
|
|
(120.8
|
)
|
|||
Financing activities
|
(215.5
|
)
|
|
10.9
|
|
|
(63.7
|
)
|
|||
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
(1.1
|
)
|
|
(18.7
|
)
|
|
37.9
|
|
|||
Net decrease in cash, cash equivalents and restricted cash
|
$
|
(87.6
|
)
|
|
$
|
(77.5
|
)
|
|
$
|
(109.5
|
)
|
•
|
Cash flows from operating activities during the year ended December 31, 2019 compared to the year ended December 31, 2018 were impacted by a $184.1 decrease in net loss. Refer to Results of Operations discussed above for further discussion of the Company's net loss.
|
•
|
The net aggregate of trade accounts receivable, inventories and accounts payable provided $183.3 and $11.4 in operating cash flows during the year ended December 31, 2019 and 2018, respectively. The $171.9 increase is primarily a result of DN Now transformation activities through greater focus and efficiency of payables, receivables and inventory.
|
•
|
Deferred revenue used $54.9 of operating cash during the year ended December 31, 2019, compared to a $42.4 used in the year ended December 31, 2018. The $12.5 increase in cash use associated with deferred revenue is related to lower customer prepayments primarily due to reducing early payment discounts.
|
•
|
The aggregate of income taxes and deferred income taxes provided $55.1 of operating cash during the year ended December 31, 2019, compared to $61.3 used in 2018. Refer to note 4 for additional discussion on income taxes.
|
•
|
In the aggregate, the other combined certain assets and liabilities used $13.7 and $12.6 in 2019 and 2018, respectively. The increased use of $1.1 in 2019 is primarily due to a $20.0 pre-payment of the minimum statutory funding requirements for the Company's U.S. pension plans offset by changes in certain other assets and liabilities.
|
|
|
|
Payment due by period
|
||||||||||||||||
|
Total
|
|
Less than 1 year
|
|
1-3 years
|
|
3-5 years
|
|
More than 5 years
|
||||||||||
Short-term uncommitted lines of credit (1)
|
$
|
5.0
|
|
|
$
|
5.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Long-term debt
|
2,200.8
|
|
|
27.5
|
|
|
992.6
|
|
|
1,180.7
|
|
|
—
|
|
|||||
Interest on debt (2)
|
492.6
|
|
|
157.2
|
|
|
264.1
|
|
|
71.3
|
|
|
—
|
|
|||||
Minimum lease obligations
|
217.0
|
|
|
79.4
|
|
|
83.3
|
|
|
30.7
|
|
|
23.6
|
|
|||||
Purchase commitments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
2,915.4
|
|
|
$
|
269.1
|
|
|
$
|
1,340.0
|
|
|
$
|
1,282.7
|
|
|
$
|
23.6
|
|
(1)
|
The amount available under the short-term uncommitted lines at December 31, 2019 was $36.7. Refer to note 11 for additional information.
|
(2)
|
Amounts represent estimated contractual interest payments on outstanding long-term debt and notes payable. Rates in effect as of December 31, 2019 are used for variable rate debt.
|
|
2019
|
|
2018
|
||
Healthcare cost trend rate assumed for next year
|
6.5
|
%
|
|
6.5
|
%
|
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)
|
5.0
|
%
|
|
5.0
|
%
|
Year that rate reaches ultimate trend rate
|
2025
|
|
|
2025
|
|
|
One-Percentage-Point Increase
|
|
One-Percentage-Point Decrease
|
||||
Effect on other post-retirement benefit obligation
|
$
|
0.3
|
|
|
$
|
(0.3
|
)
|
•
|
the outcome of the appraisal proceedings initiated in connection with the implementation of the DPLTA with the former Diebold Nixdorf AG and the merger/squeeze-out;
|
•
|
the Company's ability to achieve benefits from its cost-reduction initiatives and other strategic initiatives, such as DN Now, including its planned restructuring actions, as well as its business process outsourcing initiative;
|
•
|
the success of the Company’s new products, including its DN Series line;
|
•
|
the Company's ability to comply with the covenants contained in the agreements governing its debt;
|
•
|
the Company's ability to successfully refinance its debt when necessary or desirable;
|
•
|
the ultimate outcome of the Company’s pricing, operating and tax strategies applied to former Diebold Nixdorf AG and the ultimate ability to realize cost reductions and synergies;
|
•
|
the Company's ability to successfully operate its strategic alliances in China;
|
•
|
changes in political, economic or other factors such as currency exchange rates, inflation rates, recessionary or expansive trends, taxes and regulations and laws affecting the worldwide business in each of the Company's operations;
|
•
|
the Company’s reliance on suppliers and any potential disruption to the Company’s global supply chain;
|
•
|
the impact of market and economic conditions, including any additional deterioration and disruption in the financial and service markets, including the bankruptcies, restructurings or consolidations of financial institutions, which could reduce our customer base and/or adversely affect our customers' ability to make capital expenditures, as well as adversely impact the availability and cost of credit;
|
•
|
interest rate and foreign currency exchange rate fluctuations, including the impact of possible currency devaluations in countries experiencing high inflation rates;
|
•
|
the acceptance of the Company's product and technology introductions in the marketplace;
|
•
|
competitive pressures, including pricing pressures and technological developments;
|
•
|
changes in the Company's relationships with customers, suppliers, distributors and/or partners in its business ventures;
|
•
|
the effect of legislative and regulatory actions in the U.S. and internationally and the Company’s ability to comply with government regulations;
|
•
|
the impact of a security breach or operational failure on the Company's business;
|
•
|
the Company's ability to successfully integrate other acquisitions into its operations;
|
•
|
the Company's success in divesting, reorganizing or exiting non-core and/or non-accretive businesses;
|
•
|
the Company's ability to maintain effective internal controls;
|
•
|
changes in the Company's intention to further repatriate cash and cash equivalents and short-term investments residing in international tax jurisdictions, which could negatively impact foreign and domestic taxes;
|
•
|
unanticipated litigation, claims or assessments, as well as the outcome/impact of any current/pending litigation, claims or assessments;
|
•
|
the investment performance of the Company's pension plan assets, which could require the Company to increase its pension contributions, and significant changes in healthcare costs, including those that may result from government action; and
|
•
|
the amount and timing of repurchases of the Company's common shares, if any.
|
FINANCIAL STATEMENTS
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
|
Years ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Net sales
|
|
|
|
|
|
||||||
Services
|
$
|
2,608.0
|
|
|
$
|
2,789.5
|
|
|
$
|
2,785.3
|
|
Products
|
1,800.7
|
|
|
1,789.1
|
|
|
1,824.0
|
|
|||
|
4,408.7
|
|
|
4,578.6
|
|
|
4,609.3
|
|
|||
Cost of sales
|
|
|
|
|
|
||||||
Services
|
1,921.1
|
|
|
2,157.0
|
|
|
2,110.1
|
|
|||
Products
|
1,420.5
|
|
|
1,522.8
|
|
|
1,499.4
|
|
|||
|
3,341.6
|
|
|
3,679.8
|
|
|
3,609.5
|
|
|||
Gross profit
|
1,067.1
|
|
|
898.8
|
|
|
999.8
|
|
|||
Selling and administrative expense
|
908.8
|
|
|
893.5
|
|
|
933.7
|
|
|||
Research, development and engineering expense
|
147.1
|
|
|
157.4
|
|
|
155.5
|
|
|||
Impairment of assets
|
30.2
|
|
|
180.2
|
|
|
3.1
|
|
|||
Loss (gain) on sale of assets, net
|
7.6
|
|
|
(6.7
|
)
|
|
1.0
|
|
|||
|
1,093.7
|
|
|
1,224.4
|
|
|
1,093.3
|
|
|||
Operating loss
|
(26.6
|
)
|
|
(325.6
|
)
|
|
(93.5
|
)
|
|||
Other income (expense)
|
|
|
|
|
|
||||||
Interest income
|
9.3
|
|
|
8.7
|
|
|
20.3
|
|
|||
Interest expense
|
(202.9
|
)
|
|
(154.9
|
)
|
|
(117.3
|
)
|
|||
Foreign exchange loss, net
|
(5.1
|
)
|
|
(2.5
|
)
|
|
(3.9
|
)
|
|||
Miscellaneous, net
|
(3.6
|
)
|
|
(4.0
|
)
|
|
2.5
|
|
|||
Loss before taxes
|
(228.9
|
)
|
|
(478.3
|
)
|
|
(191.9
|
)
|
|||
Income tax expense
|
116.7
|
|
|
37.2
|
|
|
28.3
|
|
|||
Equity in earnings (loss) of unconsolidated subsidiaries, net
|
1.0
|
|
|
(13.2
|
)
|
|
6.3
|
|
|||
Net loss
|
(344.6
|
)
|
|
(528.7
|
)
|
|
(213.9
|
)
|
|||
Net (loss) income attributable to noncontrolling interests
|
(3.3
|
)
|
|
2.7
|
|
|
27.6
|
|
|||
Net loss attributable to Diebold Nixdorf, Incorporated
|
$
|
(341.3
|
)
|
|
$
|
(531.4
|
)
|
|
$
|
(241.5
|
)
|
|
|
|
|
|
|
||||||
Basic and diluted weighted-average shares outstanding
|
76.7
|
|
|
76.0
|
|
|
75.5
|
|
|||
|
|
|
|
|
|
||||||
Net loss attributable to Diebold Nixdorf, Incorporated
|
|
|
|
|
|
||||||
Basic and diluted loss per share
|
$
|
(4.45
|
)
|
|
$
|
(6.99
|
)
|
|
$
|
(3.20
|
)
|
|
|
|
|
|
|
||||||
Dividends declared and paid per common share
|
$
|
—
|
|
|
$
|
0.10
|
|
|
$
|
0.40
|
|
|
Years ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Net loss
|
$
|
(344.6
|
)
|
|
$
|
(528.7
|
)
|
|
$
|
(213.9
|
)
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
||||||
Adoption of accounting standard
|
—
|
|
|
(29.0
|
)
|
|
—
|
|
|||
Translation adjustment (net of tax of $4.9, $(2.7) and $8.4, respectively)
|
(40.8
|
)
|
|
(70.1
|
)
|
|
140.3
|
|
|||
Foreign currency hedges (net of tax of $(0.4), $(1.2) and $0.2, respectively)
|
(0.7
|
)
|
|
4.2
|
|
|
0.6
|
|
|||
Interest rate hedges:
|
|
|
|
|
|
||||||
Net (loss) income recognized in other comprehensive income (net of tax of $0.7, $0.3 and $(1.7), respectively)
|
(8.8
|
)
|
|
(1.4
|
)
|
|
3.9
|
|
|||
Less: reclassification adjustments for amounts recognized in net (loss) income (net of tax of $(0.3), $(0.6) and $(0.1), respectively)
|
(3.4
|
)
|
|
(2.6
|
)
|
|
0.4
|
|
|||
|
(5.4
|
)
|
|
1.2
|
|
|
3.5
|
|
|||
Pension and other post-retirement benefits:
|
|
|
|
|
|
||||||
Prior service credit recognized during the year (net of tax of $(0.1), $0.0 and $0.0, respectively)
|
(0.6
|
)
|
|
—
|
|
|
—
|
|
|||
Net actuarial losses recognized during the year (net of tax of $0.6, $(1.1) and $(3.3), respectively)
|
4.6
|
|
|
4.8
|
|
|
2.2
|
|
|||
Prior service (benefit) cost occurring during the year (net of tax of $0.0, $0.0 and $(0.5), respectively)
|
—
|
|
|
—
|
|
|
0.4
|
|
|||
Net actuarial (gain) loss occurring during the year (net of tax of $(3.1), $(4.0) and $(6.6), respectively)
|
(25.8
|
)
|
|
(10.9
|
)
|
|
4.5
|
|
|||
Net actuarial losses recognized due to settlement (net of tax of $(0.1), $(1.3) and $0.4, respectively)
|
(1.0
|
)
|
|
(3.5
|
)
|
|
(0.2
|
)
|
|||
Acquired benefit plans and other (net of tax of $(0.4), $0.0 and $1.5, respectively)
|
(3.0
|
)
|
|
(7.7
|
)
|
|
(1.5
|
)
|
|||
Currency impact (net of tax of $0.0, $(0.3) and $(1.9), respectively)
|
0.2
|
|
|
(0.9
|
)
|
|
1.3
|
|
|||
|
(25.6
|
)
|
|
(18.2
|
)
|
|
6.7
|
|
|||
Other
|
0.1
|
|
|
—
|
|
|
(0.2
|
)
|
|||
Other comprehensive (loss) income, net of tax
|
(72.4
|
)
|
|
(111.9
|
)
|
|
150.9
|
|
|||
Comprehensive loss
|
(417.0
|
)
|
|
(640.6
|
)
|
|
(63.0
|
)
|
|||
Less: comprehensive (loss) income attributable to noncontrolling interests
|
(4.7
|
)
|
|
(1.2
|
)
|
|
33.5
|
|
|||
Comprehensive loss attributable to Diebold Nixdorf, Incorporated
|
$
|
(412.3
|
)
|
|
$
|
(639.4
|
)
|
|
$
|
(96.5
|
)
|
|
Common Shares
|
|
|
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Total Diebold Nixdorf, Incorporated Shareholders' Equity
|
|
|
|
|
|||||||||||||||||||
|
Number
|
|
$1.25 Par Value
|
|
Additional
Capital
|
|
Retained
Earnings
|
|
Treasury
Shares
|
|
|
|
Non-controlling
Interests
|
|
Total
Equity
|
|||||||||||||||||||
Balance, January 1, 2017
|
89.9
|
|
|
$
|
112.4
|
|
|
$
|
720.0
|
|
|
$
|
646.6
|
|
|
$
|
(562.4
|
)
|
|
$
|
(341.3
|
)
|
|
$
|
575.3
|
|
|
$
|
433.4
|
|
|
$
|
1,008.7
|
|
Net income (loss)
|
|
|
|
|
|
|
(241.5
|
)
|
|
|
|
|
|
(241.5
|
)
|
|
27.6
|
|
|
(213.9
|
)
|
|||||||||||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
145.0
|
|
|
145.0
|
|
|
5.9
|
|
|
150.9
|
|
|||||||||||||
Stock options exercised
|
—
|
|
|
—
|
|
|
0.3
|
|
|
|
|
|
|
|
|
0.3
|
|
|
|
|
0.3
|
|
||||||||||||
Share-based compensation issued
|
0.6
|
|
|
0.8
|
|
|
(0.7
|
)
|
|
|
|
|
|
|
|
0.1
|
|
|
|
|
0.1
|
|
||||||||||||
Share-based compensation expense
|
|
|
|
|
33.9
|
|
|
|
|
|
|
|
|
33.9
|
|
|
|
|
33.9
|
|
||||||||||||||
Dividends paid
|
|
|
|
|
|
|
(30.6
|
)
|
|
|
|
|
|
(30.6
|
)
|
|
|
|
(30.6
|
)
|
||||||||||||||
Treasury shares (0.2 shares)
|
|
|
|
|
|
|
|
|
(5.0
|
)
|
|
|
|
(5.0
|
)
|
|
|
|
(5.0
|
)
|
||||||||||||||
Reclassification of guaranteed dividend to accrued liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(24.6
|
)
|
|
(24.6
|
)
|
||||||||||||||
Reclassification to redeemable noncontrolling interest
|
|
|
|
|
(32.0
|
)
|
|
|
|
|
|
|
|
(32.0
|
)
|
|
(386.7
|
)
|
|
(418.7
|
)
|
|||||||||||||
Distribution noncontrolling interest holders, net
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(18.8
|
)
|
|
(18.8
|
)
|
||||||||||||||
Balance, December 31, 2017
|
90.5
|
|
|
$
|
113.2
|
|
|
$
|
721.5
|
|
|
$
|
374.5
|
|
|
$
|
(567.4
|
)
|
|
$
|
(196.3
|
)
|
|
$
|
445.5
|
|
|
$
|
36.8
|
|
|
$
|
482.3
|
|
Net income (loss)
|
|
|
|
|
|
|
(531.4
|
)
|
|
|
|
|
|
(531.4
|
)
|
|
2.7
|
|
|
(528.7
|
)
|
|||||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
(108.0
|
)
|
|
(108.0
|
)
|
|
(3.9
|
)
|
|
(111.9
|
)
|
|||||||||||||
Share-based compensation issued
|
0.8
|
|
|
1.0
|
|
|
(1.1
|
)
|
|
|
|
|
|
|
|
(0.1
|
)
|
|
|
|
(0.1
|
)
|
||||||||||||
Share-based compensation expense
|
|
|
|
|
36.6
|
|
|
|
|
|
|
|
|
36.6
|
|
|
|
|
36.6
|
|
||||||||||||||
Dividends paid
|
|
|
|
|
|
|
(7.7
|
)
|
|
|
|
|
|
(7.7
|
)
|
|
|
|
(7.7
|
)
|
||||||||||||||
Treasury shares (0.2 shares)
|
|
|
|
|
|
|
|
|
(3.0
|
)
|
|
|
|
(3.0
|
)
|
|
|
|
(3.0
|
)
|
||||||||||||||
Accounting principle change
|
|
|
|
|
|
|
33.6
|
|
|
|
|
|
|
33.6
|
|
|
|
|
33.6
|
|
||||||||||||||
Reclassification of guaranteed dividend to accrued liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(3.4
|
)
|
|
(3.4
|
)
|
||||||||||||||
Reclassification to redeemable noncontrolling interest
|
|
|
|
|
(15.2
|
)
|
|
|
|
|
|
|
|
(15.2
|
)
|
|
—
|
|
|
(15.2
|
)
|
|||||||||||||
Distribution to noncontrolling interest holders, net
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(0.5
|
)
|
|
(0.5
|
)
|
||||||||||||||
Acquisition and divestitures, net
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(4.9
|
)
|
|
(4.9
|
)
|
||||||||||||||
Balance, December 31, 2018
|
91.3
|
|
|
$
|
114.2
|
|
|
$
|
741.8
|
|
|
$
|
(131.0
|
)
|
|
$
|
(570.4
|
)
|
|
$
|
(304.3
|
)
|
|
$
|
(149.7
|
)
|
|
$
|
26.8
|
|
|
$
|
(122.9
|
)
|
Net loss
|
|
|
|
|
|
|
(341.3
|
)
|
|
|
|
|
|
(341.3
|
)
|
|
(3.3
|
)
|
|
(344.6
|
)
|
|||||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
(71.0
|
)
|
|
(71.0
|
)
|
|
(1.4
|
)
|
|
(72.4
|
)
|
|||||||||||||
Share-based compensation issued
|
0.9
|
|
|
1.1
|
|
|
(1.0
|
)
|
|
|
|
|
|
|
|
0.1
|
|
|
|
|
0.1
|
|
||||||||||||
Share-based compensation expense
|
|
|
|
|
24.0
|
|
|
|
|
|
|
|
|
24.0
|
|
|
|
|
24.0
|
|
||||||||||||||
Treasury shares (0.2 shares)
|
|
|
|
|
|
|
|
|
(1.5
|
)
|
|
|
|
(1.5
|
)
|
|
|
|
(1.5
|
)
|
||||||||||||||
Reclassification from redeemable noncontrolling interest and other
|
|
|
|
|
9.1
|
|
|
|
|
|
|
|
|
9.1
|
|
|
4.9
|
|
|
14.0
|
|
|||||||||||||
Acquisitions and divestitures, net
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(3.0
|
)
|
|
(3.0
|
)
|
||||||||||||||
Balance, December 31, 2019
|
92.2
|
|
|
$
|
115.3
|
|
|
$
|
773.9
|
|
|
$
|
(472.3
|
)
|
|
$
|
(571.9
|
)
|
|
$
|
(375.3
|
)
|
|
$
|
(530.3
|
)
|
|
$
|
24.0
|
|
|
$
|
(506.3
|
)
|
|
Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Cash flow from operating activities
|
|
|
|
|
|
||||||
Net loss
|
$
|
(344.6
|
)
|
|
$
|
(528.7
|
)
|
|
$
|
(213.9
|
)
|
Adjustments to reconcile net loss to cash provided (used) by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
226.1
|
|
|
247.8
|
|
|
252.2
|
|
|||
Share-based compensation expense
|
24.0
|
|
|
36.6
|
|
|
33.9
|
|
|||
Impairment of assets
|
30.2
|
|
|
180.2
|
|
|
3.1
|
|
|||
Deferred income taxes
|
54.2
|
|
|
(59.6
|
)
|
|
16.6
|
|
|||
Inventory charge
|
23.8
|
|
|
74.5
|
|
|
4.2
|
|
|||
Other
|
6.5
|
|
|
(9.6
|
)
|
|
3.5
|
|
|||
Changes in certain assets and liabilities
|
|
|
|
|
|
||||||
Trade receivables
|
111.5
|
|
|
51.0
|
|
|
23.9
|
|
|||
Inventories
|
104.9
|
|
|
(5.1
|
)
|
|
21.8
|
|
|||
Accounts payable
|
(33.1
|
)
|
|
(34.5
|
)
|
|
(6.3
|
)
|
|||
Deferred revenue
|
(54.9
|
)
|
|
(42.4
|
)
|
|
26.0
|
|
|||
Income taxes
|
0.9
|
|
|
(1.7
|
)
|
|
(38.7
|
)
|
|||
Restructuring accrual
|
(13.5
|
)
|
|
4.2
|
|
|
(33.5
|
)
|
|||
Warranty liability
|
(3.4
|
)
|
|
(33.1
|
)
|
|
(34.2
|
)
|
|||
Certain other assets and liabilities
|
3.2
|
|
|
16.3
|
|
|
(21.5
|
)
|
|||
Net cash provided (used) by operating activities
|
135.8
|
|
|
(104.1
|
)
|
|
37.1
|
|
|||
Cash flow from investing activities
|
|
|
|
|
|
||||||
Capital expenditures
|
(42.9
|
)
|
|
(58.5
|
)
|
|
(69.4
|
)
|
|||
Payments for acquisitions
|
—
|
|
|
(5.9
|
)
|
|
(5.6
|
)
|
|||
Proceeds from maturities of investments
|
241.7
|
|
|
317.8
|
|
|
296.2
|
|
|||
Payments for purchases of investments
|
(222.2
|
)
|
|
(200.2
|
)
|
|
(329.8
|
)
|
|||
Proceeds from divestitures and the sale of assets
|
29.9
|
|
|
11.1
|
|
|
20.9
|
|
|||
Decrease in certain other assets
|
(13.3
|
)
|
|
(29.9
|
)
|
|
(33.1
|
)
|
|||
Net cash provided (used) by investing activities
|
(6.8
|
)
|
|
34.4
|
|
|
(120.8
|
)
|
|||
Cash flow from financing activities
|
|
|
|
|
|
||||||
Dividends paid
|
—
|
|
|
(7.7
|
)
|
|
(30.6
|
)
|
|||
Debt issuance costs
|
(12.6
|
)
|
|
(39.4
|
)
|
|
(1.1
|
)
|
|||
Revolving debt (repayments) borrowings, net
|
(125.0
|
)
|
|
50.0
|
|
|
75.0
|
|
|||
Other debt borrowings
|
397.8
|
|
|
725.9
|
|
|
374.1
|
|
|||
Other debt repayments
|
(375.7
|
)
|
|
(337.7
|
)
|
|
(458.8
|
)
|
|||
Distributions to noncontrolling interest holders
|
(98.1
|
)
|
|
(377.2
|
)
|
|
(17.6
|
)
|
|||
Issuance of common shares
|
—
|
|
|
—
|
|
|
0.3
|
|
|||
Other
|
(1.9
|
)
|
|
(3.0
|
)
|
|
(5.0
|
)
|
|||
Net cash provided (used) by financing activities
|
(215.5
|
)
|
|
10.9
|
|
|
(63.7
|
)
|
|||
Effect of exchange rate changes on cash
|
(1.1
|
)
|
|
(18.7
|
)
|
|
37.9
|
|
|||
Decrease in cash, cash equivalents and restricted cash
|
(87.6
|
)
|
|
(77.5
|
)
|
|
(109.5
|
)
|
|||
Add: Cash included in assets held for sale at beginning of year
|
7.3
|
|
|
—
|
|
|
—
|
|
|||
Less: Cash included in assets held for sale at end of year
|
97.2
|
|
|
7.3
|
|
|
—
|
|
|||
Cash, cash equivalents and restricted cash at the beginning of the year
|
458.4
|
|
|
543.2
|
|
|
652.7
|
|
|||
Cash, cash equivalents and restricted cash at the end of the year
|
$
|
280.9
|
|
|
$
|
458.4
|
|
|
$
|
543.2
|
|
Cash paid for
|
|
|
|
|
|
||||||
Income taxes
|
$
|
41.8
|
|
|
$
|
64.9
|
|
|
$
|
78.2
|
|
Interest
|
$
|
189.7
|
|
|
$
|
129.6
|
|
|
$
|
99.9
|
|
|
|
Year ended
|
||
|
|
December 31, 2018
|
||
Results of operations
|
|
|
||
Impairment of assets
|
|
$
|
(37.3
|
)
|
Net loss attributable to Diebold Nixdorf, Inc.
|
|
$
|
(37.3
|
)
|
Basic and diluted loss per common share
|
|
$
|
(0.49
|
)
|
|
|
|
||
Consolidated balance sheet data
|
|
|
||
Other current assets
|
|
$
|
(2.5
|
)
|
Goodwill
|
|
$
|
(28.9
|
)
|
Deferred income taxes (liabilities)
|
|
$
|
(68.1
|
)
|
Total equity
|
|
$
|
36.7
|
|
|
2019
|
|
2018
|
||||||||||||
Contract balance information
|
Trade Receivables
|
|
Contract liabilities
|
|
Trade Receivables
|
|
Contract liabilities
|
||||||||
Balance at January 1
|
$
|
737.2
|
|
|
$
|
378.2
|
|
|
$
|
827.9
|
|
|
$
|
436.5
|
|
Balance at December 31
|
$
|
619.3
|
|
|
$
|
320.5
|
|
|
$
|
737.2
|
|
|
$
|
378.2
|
|
Valuation technique
|
|
Description
|
Market approach
|
|
Prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.
|
Cost approach
|
|
Amount that would be required to replace the service capacity of an asset (replacement cost).
|
Income approach
|
|
Techniques to convert future amounts to a single present amount based upon market expectations.
|
Fair value level
|
|
Description
|
Level 1
|
|
Unadjusted quoted prices in active markets for identical assets or liabilities.
Fair value of investments categorized as level 1 are determined based on period end closing prices in active markets. Mutual funds are valued at their net asset value (NAV) on the last day of the period.
|
Level 2
|
|
Unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active or inputs, other than quoted prices in active markets, that are observable either directly or indirectly.
Fair value of investments categorized as level 2 are determined based on the latest available ask price or latest trade price if listed. The fair value of unlisted securities is established by fund managers using the latest reported information for comparable securities and financial analysis. If the manager believes the fund is not capable of immediately realizing the fair value otherwise determined, the manager has the discretion to determine an appropriate value. Common collective trusts are valued at NAV on the last day of the period.
|
Level 3
|
|
Unobservable inputs for which there is little or no market data.
|
NAV
|
|
Fair value of investments categorized as NAV represent the plan’s interest in private equity, hedge and property funds. The fair value for these assets is determined based on the NAV as reported by the underlying investment managers.
|
Standards Adopted
|
|
Description
|
|
Effective
Date
|
ASU 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 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
|
Standards Pending Adoption
|
|
Description
|
|
Effective/Adoption Date
|
|
Anticipated Impact
|
ASU 2018-13, Fair Value Measurement (Topic 820) -Disclosure Framework -Changes to the Disclosure Requirements for Fair Value Measurement
|
|
The standard is is designed to improve the effectiveness of disclosures by removing, modifying and adding disclosures related to fair value measurements.
|
|
January 1,
2020 |
|
The Company does not expect this ASU will have a significant impact on its consolidated financial statements.
|
Standards Pending Adoption
|
|
Description
|
|
Effective/Adoption Date
|
|
Anticipated Impact
|
ASU 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606
|
|
The amendments in this update provide guidance on whether certain transactions between collaborative arrangement participants should be accounted for under Topic 606.
|
|
January 1, 2020
|
|
The Company does not expect this ASU will have a significant impact on its consolidated financial statements.
|
ASU 2016-13, Financial Instruments - Credit Losses
|
|
The amendments in this update replace the incurred loss impairment methodology with the current expected credit loss methodology. This will change the measurement of credit losses on financial instruments and the timing of when such losses are recorded.
|
|
January 1, 2020
|
|
The Company does not expect this ASU will have a significant impact on its consolidated financial statements.
|
ASU 2018-14, Compensation - Retirement Benefits - Defined Benefit Plans - General Subtopic 715-20 - Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans
|
|
The standard is designed to improve the effectiveness of disclosures by removing and adding disclosures related to defined benefit plans.
|
|
January 1, 2021
|
|
The Company is currently assessing the impact this ASU will have on its consolidated financial statements. The ASU allows for early adoption in any year end after issuance of the update.
|
ASU 2019-01 Leases (Topic 842) Codification Improvements
|
|
The standard is designed to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing essential information about leasing transactions.
|
|
January 1, 2020
|
|
The Company does not expect this ASU will have a significant impact on its consolidated financial statements.
|
ASU 2019-04 Codification Improvements to Topic 326, Financial Instruments - Credit Losses, Topic 815 Derivatives and Hedging, and Topic 825, Financial Instruments
|
|
The standard is designed to clarify, correct, and improve various aspects of the guidance in the following ASUs related to financial instruments: ASU 2016-01 - Financial Instruments - Overal (Subtopic 825-10) Recognition and Measurement of Financial Assets and Liabilities, ASU 2016-13 - Financial Instruments - Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments and ASU 2017-12 - Derivatives and Hedging (Topic 815): Targeted Improvements for Hedging Activities.
|
|
January 1, 2020
|
|
The Company does not expect this ASU will have a significant impact on its consolidated financial statements.
|
ASU 2019-10 Financial Instruments - Credit Losses (Topic 326), Derivatives and Hedging (Topic 815) and Leases (Topic 842) -Effective Dates
|
|
The standard modifies timing of adopting certain ASUs based on feedback obtained from stakeholders regarding the challenges of adopting.
|
|
Varies based on ASUs within 2019-10
|
|
The Company is currently assessing the impact this ASU will have on its consolidated financial statements.
|
ASU 2019-12 - Income Taxes (Topic 740) - Simplifying the Accounting for Income Taxes
|
|
The standard simplify the accounting for income taxes by removing certain exceptions to the general principals in Topic 740, Income Taxes and improves consistent application or and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance.
|
|
January 1, 2021
|
|
The Company is currently assessing the impact this ASU will have on its consolidated financial statements. The ASU allows for early adoption in any year end after issuance of the update.
|
|
2019
|
|
2018
|
|
2017
|
||||||
Numerator
|
|
|
|
|
|
||||||
Income (loss) used in basic and diluted loss per share
|
|
|
|
|
|
||||||
Net loss
|
$
|
(344.6
|
)
|
|
$
|
(528.7
|
)
|
|
$
|
(213.9
|
)
|
Net (loss) income attributable to noncontrolling interests
|
(3.3
|
)
|
|
2.7
|
|
|
27.6
|
|
|||
Net loss attributable to Diebold Nixdorf, Incorporated
|
$
|
(341.3
|
)
|
|
$
|
(531.4
|
)
|
|
$
|
(241.5
|
)
|
Denominator
|
|
|
|
|
|
||||||
Weighted-average number of common shares used in basic and diluted earnings (loss) per share (1)
|
76.7
|
|
|
76.0
|
|
|
75.5
|
|
|||
Net loss attributable to Diebold Nixdorf, Incorporated
|
|
|
|
|
|
||||||
Basic and diluted loss per share
|
$
|
(4.45
|
)
|
|
$
|
(6.99
|
)
|
|
$
|
(3.20
|
)
|
Anti-dilutive shares
|
|
|
|
|
|
||||||
Anti-dilutive shares not used in calculating diluted weighted-average shares
|
3.2
|
|
|
4.5
|
|
|
3.4
|
|
(1)
|
Incremental shares of 1.6, 0.7 and 0.7 were excluded from the computation of diluted loss per share for the years ended December 31, 2019, 2018 and 2017, respectively, because their effect is anti-dilutive due to the loss from operations.
|
|
2019
|
|
2018
|
|
2017
|
||||||
Stock options
|
|
|
|
|
|
||||||
Pre-tax compensation expense
|
$
|
1.5
|
|
|
$
|
2.8
|
|
|
$
|
4.6
|
|
Tax benefit
|
(0.2
|
)
|
|
(0.6
|
)
|
|
(1.3
|
)
|
|||
Stock option expense, net of tax
|
$
|
1.3
|
|
|
$
|
2.2
|
|
|
$
|
3.3
|
|
|
|
|
|
|
|
||||||
RSU's
|
|
|
|
|
|
||||||
Pre-tax compensation expense
|
$
|
11.6
|
|
|
$
|
19.8
|
|
|
$
|
16.4
|
|
Tax benefit
|
(2.5
|
)
|
|
(4.3
|
)
|
|
(4.0
|
)
|
|||
RSU expense, net of tax
|
$
|
9.1
|
|
|
$
|
15.5
|
|
|
$
|
12.4
|
|
|
|
|
|
|
|
||||||
Performance shares
|
|
|
|
|
|
||||||
Pre-tax compensation expense
|
$
|
10.9
|
|
|
$
|
14.0
|
|
|
$
|
12.9
|
|
Tax benefit
|
(2.9
|
)
|
|
(3.3
|
)
|
|
(3.0
|
)
|
|||
Performance share expense, net of tax
|
$
|
8.0
|
|
|
$
|
10.7
|
|
|
$
|
9.9
|
|
|
|
|
|
|
|
||||||
Total share-based compensation
|
|
|
|
|
|
||||||
Pre-tax compensation expense
|
$
|
24.0
|
|
|
$
|
36.6
|
|
|
$
|
33.9
|
|
Tax benefit
|
(5.6
|
)
|
|
(8.2
|
)
|
|
(8.3
|
)
|
|||
Total share-based compensation, net of tax
|
$
|
18.4
|
|
|
$
|
28.4
|
|
|
$
|
25.6
|
|
|
Unrecognized
Cost |
|
Weighted-Average Period
|
||
|
|
|
(years)
|
||
Stock options
|
$
|
2.0
|
|
|
1.4
|
RSUs
|
8.8
|
|
|
1.2
|
|
Performance shares
|
10.8
|
|
|
1.2
|
|
|
$
|
21.6
|
|
|
|
|
2019
|
|
2018
|
|
2017
|
|||
Expected life (in years)
|
3
|
|
|
3
|
|
|
3
|
|
Weighted-average volatility
|
62
|
%
|
|
36
|
%
|
|
31
|
%
|
Risk-free interest rate
|
2.32-2.58%
|
|
|
2.39-2.42%
|
|
|
1.28
|
%
|
Expected dividend yield
|
—
|
%
|
|
2.24
|
%
|
|
1.65
|
%
|
|
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
|
(1.3
|
)
|
|
$
|
29.62
|
|
|
|
|
|
||
Granted
|
1.2
|
|
|
$
|
4.67
|
|
|
|
|
|
||
Outstanding at December 31, 2019
|
2.4
|
|
|
$
|
14.89
|
|
|
8
|
|
$
|
—
|
|
Options exercisable at December 31, 2019
|
0.8
|
|
|
$
|
26.67
|
|
|
6
|
|
$
|
—
|
|
Options vested and expected to vest (2) at December 31, 2019
|
2.4
|
|
|
$
|
14.89
|
|
|
8
|
|
$
|
6.9
|
|
(1)
|
The aggregate intrinsic value represents the total pre-tax intrinsic value (the difference between the Company’s closing share price on the last trading day of the year in 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 December 31, 2019. The amount of aggregate intrinsic value will change based on the fair market value of the Company’s common shares.
|
(2)
|
The expected to vest options are the result of applying the pre-vesting forfeiture rate assumption to total outstanding non-vested options.
|
|
Number of
Shares |
|
Weighted-Average
Grant-Date Fair Value |
|||
Non-vested at January 1, 2019
|
1.6
|
|
|
$
|
19.66
|
|
Forfeited
|
(0.1
|
)
|
|
$
|
19.63
|
|
Vested
|
(0.8
|
)
|
|
$
|
20.24
|
|
Granted (1)
|
1.5
|
|
|
$
|
5.05
|
|
Non-vested at December 31, 2019
|
2.2
|
|
|
$
|
9.99
|
|
(1)
|
The RSUs granted during the year ended December 31, 2019 included 0.1 one year RSUs to non-employee directors under the 1991 Plan. These RSUs had a weighted-average, grant-date fair value of $12.71.
|
|
Number of
Shares |
|
Weighted-Average
Grant-Date Fair Value |
|||
Non-vested at January 1, 2019 (1)
|
3.0
|
|
|
$
|
26.90
|
|
Forfeited
|
(0.5
|
)
|
|
$
|
27.21
|
|
Vested
|
(0.2
|
)
|
|
$
|
26.60
|
|
Granted
|
0.1
|
|
|
$
|
9.90
|
|
Non-vested at December 31, 2019
|
2.4
|
|
|
$
|
26.44
|
|
(1)
|
Non-vested performance shares are based on a maximum potential payout. Actual shares vested at the end of the performance period may be less than the maximum potential payout level depending on achievement of the performance objectives, as determined by the Board of Directors.
|
|
2019
|
|
2018
|
|
2017
|
||||||
Domestic
|
$
|
(249.6
|
)
|
|
$
|
(300.9
|
)
|
|
$
|
(212.6
|
)
|
Foreign
|
20.7
|
|
|
(177.4
|
)
|
|
20.7
|
|
|||
Total
|
$
|
(228.9
|
)
|
|
$
|
(478.3
|
)
|
|
$
|
(191.9
|
)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Current
|
|
|
|
|
|
||||||
U.S. federal
|
$
|
0.7
|
|
|
$
|
0.8
|
|
|
$
|
(5.9
|
)
|
Foreign
|
36.1
|
|
|
49.0
|
|
|
72.9
|
|
|||
State and local
|
1.5
|
|
|
1.9
|
|
|
1.7
|
|
|||
Total current
|
38.3
|
|
|
51.7
|
|
|
68.7
|
|
|||
Deferred
|
|
|
|
|
|
||||||
U.S. federal
|
78.1
|
|
|
4.6
|
|
|
7.6
|
|
|||
Foreign
|
(11.7
|
)
|
|
(19.8
|
)
|
|
(44.9
|
)
|
|||
State and local
|
12.0
|
|
|
0.7
|
|
|
(3.1
|
)
|
|||
Total deferred
|
78.4
|
|
|
(14.5
|
)
|
|
(40.4
|
)
|
|||
Income tax expense (benefit)
|
$
|
116.7
|
|
|
$
|
37.2
|
|
|
$
|
28.3
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Statutory tax benefit
|
$
|
(48.1
|
)
|
|
$
|
(100.5
|
)
|
|
$
|
(67.2
|
)
|
State and local taxes (net of federal tax benefit)
|
(3.8
|
)
|
|
1.5
|
|
|
(1.1
|
)
|
|||
Brazil non-taxable incentive
|
(5.8
|
)
|
|
(3.8
|
)
|
|
(3.9
|
)
|
|||
Valuation allowances
|
46.2
|
|
|
80.6
|
|
|
10.5
|
|
|||
Barbados loan restructuring
|
83.1
|
|
|
—
|
|
|
—
|
|
|||
Netherlands liquidation deferred tax
|
5.9
|
|
|
—
|
|
|
—
|
|
|||
Goodwill impairment
|
—
|
|
|
34.0
|
|
|
—
|
|
|||
Foreign tax rate differential
|
(1.4
|
)
|
|
(33.7
|
)
|
|
(31.5
|
)
|
|||
Tax on unremitted foreign earnings
|
8.9
|
|
|
4.9
|
|
|
14.4
|
|
|||
Accrual adjustments
|
4.0
|
|
|
3.1
|
|
|
4.1
|
|
|||
Tax Act - rate impact on deferred tax balance
|
—
|
|
|
(2.5
|
)
|
|
45.1
|
|
|||
U.S. taxed foreign income
|
10.5
|
|
|
32.6
|
|
|
36.6
|
|
|||
Business tax credits
|
—
|
|
|
(1.1
|
)
|
|
(0.6
|
)
|
|||
Non-deductible (non-taxable) items
|
18.0
|
|
|
18.9
|
|
|
22.1
|
|
|||
Return to provision and prior year true up
|
(3.8
|
)
|
|
1.6
|
|
|
(1.4
|
)
|
|||
Withholding tax and other taxes
|
6.8
|
|
|
1.7
|
|
|
1.5
|
|
|||
Other
|
(3.8
|
)
|
|
(0.1
|
)
|
|
(0.3
|
)
|
|||
Income tax expense (benefit)
|
$
|
116.7
|
|
|
$
|
37.2
|
|
|
$
|
28.3
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Balance at January 1
|
$
|
49.5
|
|
|
$
|
48.4
|
|
|
$
|
43.2
|
|
Increases (decreases) related to prior year tax positions, net
|
5.1
|
|
|
(1.5
|
)
|
|
6.1
|
|
|||
Increases related to current year tax positions
|
4.4
|
|
|
4.8
|
|
|
7.5
|
|
|||
Settlements
|
(5.5
|
)
|
|
(1.5
|
)
|
|
(1.8
|
)
|
|||
Reductions due to lapse of applicable statute of limitations
|
(2.6
|
)
|
|
(0.7
|
)
|
|
(6.6
|
)
|
|||
Balance at December 31
|
$
|
50.9
|
|
|
$
|
49.5
|
|
|
$
|
48.4
|
|
|
2019
|
|
2018
|
||||
Deferred tax assets
|
|
|
|
||||
Accrued expenses
|
$
|
12.4
|
|
|
$
|
64.0
|
|
Warranty accrual
|
8.7
|
|
|
6.7
|
|
||
Deferred compensation
|
9.8
|
|
|
9.6
|
|
||
Allowances for doubtful accounts
|
5.4
|
|
|
3.2
|
|
||
Inventories
|
12.7
|
|
|
23.9
|
|
||
Deferred revenue
|
18.3
|
|
|
28.6
|
|
||
Pensions, post-retirement and other benefits
|
69.1
|
|
|
76.9
|
|
||
Tax credits
|
65.1
|
|
|
74.1
|
|
||
Net operating loss carryforwards (NOL's)
|
197.1
|
|
|
160.0
|
|
||
Capital loss carryforwards
|
3.1
|
|
|
2.6
|
|
||
State deferred taxes
|
8.8
|
|
|
19.8
|
|
||
Lease liability
|
32.8
|
|
|
—
|
|
||
Other
|
17.3
|
|
|
24.2
|
|
||
|
460.6
|
|
|
493.6
|
|
||
Valuation allowances
|
(217.7
|
)
|
|
(175.4
|
)
|
||
Net deferred tax assets
|
$
|
242.9
|
|
|
$
|
318.2
|
|
|
|
|
|
||||
Deferred tax liabilities
|
|
|
|
||||
Property, plant and equipment, net
|
$
|
26.9
|
|
|
$
|
30.2
|
|
Goodwill and intangible assets
|
154.1
|
|
|
177.0
|
|
||
Undistributed earnings
|
30.0
|
|
|
20.6
|
|
||
Right-of-use assets
|
32.5
|
|
|
—
|
|
||
Net deferred tax liabilities
|
243.5
|
|
|
227.8
|
|
||
Net deferred tax (liability) asset
|
$
|
(0.6
|
)
|
|
$
|
90.4
|
|
|
2019
|
|
2018
|
||||
Deferred income taxes - assets
|
$
|
120.8
|
|
|
$
|
243.9
|
|
Deferred income taxes - liabilities
|
(134.5
|
)
|
|
(153.5
|
)
|
||
Net deferred tax assets classified as held-for-sale (1)
|
13.1
|
|
|
—
|
|
||
Net deferred tax (liabilities) assets
|
$
|
(0.6
|
)
|
|
$
|
90.4
|
|
|
2019
|
|
2018
|
||||
Finished goods
|
$
|
157.4
|
|
|
$
|
211.2
|
|
Service parts
|
175.4
|
|
|
221.6
|
|
||
Raw materials and work in process
|
133.7
|
|
|
177.3
|
|
||
Total inventories
|
$
|
466.5
|
|
|
$
|
610.1
|
|
|
Estimated Useful Life
(years) |
|
2019
|
|
2018
|
||||
Land and land improvements
|
(1)
|
|
$
|
15.3
|
|
|
$
|
15.6
|
|
Buildings and building improvements
|
15-30
|
|
115.8
|
|
|
122.2
|
|
||
Machinery, tools and equipment
|
5-12
|
|
99.3
|
|
|
99.6
|
|
||
Leasehold improvements (2)
|
10
|
|
25.5
|
|
|
26.9
|
|
||
Computer equipment
|
3
|
|
148.7
|
|
|
174.5
|
|
||
Computer software
|
5-10
|
|
143.5
|
|
|
142.9
|
|
||
Furniture and fixtures
|
5-8
|
|
67.6
|
|
|
70.3
|
|
||
Tooling
|
3-5
|
|
137.7
|
|
|
140.9
|
|
||
Construction in progress
|
|
|
5.0
|
|
|
5.3
|
|
||
Total property plant and equipment, at cost
|
|
|
$
|
758.4
|
|
|
$
|
798.2
|
|
Less accumulated depreciation and amortization
|
|
|
526.9
|
|
|
494.1
|
|
||
Total property plant and equipment, net
|
|
|
$
|
231.5
|
|
|
$
|
304.1
|
|
(1)
|
Estimated useful life for land and land improvements is perpetual and 15 years, respectively.
|
(2)
|
The estimated useful life for leasehold improvements is the lesser of 10 years or the term of the lease.
|
|
Cost Basis
|
|
Unrealized Gain
|
|
Fair Value
|
||||||
As of December 31, 2019
|
|
|
|
|
|
||||||
Short-term investments
|
|
|
|
|
|
||||||
Certificates of deposit
|
$
|
10.0
|
|
|
$
|
—
|
|
|
$
|
10.0
|
|
Long-term investments
|
|
|
|
|
|
||||||
Assets held in a rabbi trust
|
$
|
5.5
|
|
|
$
|
0.7
|
|
|
$
|
6.2
|
|
|
|
|
|
|
|
||||||
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
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Finance lease receivables sold
|
$
|
2.7
|
|
|
$
|
11.1
|
|
|
$
|
—
|
|
|
2019
|
|
2018
|
||||
Gross minimum lease receivable
|
$
|
41.8
|
|
|
$
|
39.0
|
|
Allowance for credit losses
|
(0.3
|
)
|
|
(0.4
|
)
|
||
Estimated unguaranteed residual values
|
0.2
|
|
|
0.4
|
|
||
|
41.7
|
|
|
39.0
|
|
||
Less:
|
|
|
|
||||
Unearned interest income
|
(2.8
|
)
|
|
(3.0
|
)
|
||
Unearned residuals
|
—
|
|
|
(0.1
|
)
|
||
|
(2.8
|
)
|
|
(3.1
|
)
|
||
Total
|
$
|
38.9
|
|
|
$
|
35.9
|
|
2020
|
$
|
10.9
|
|
2021
|
7.4
|
|
|
2022
|
7.3
|
|
|
2023
|
7.2
|
|
|
2024
|
6.4
|
|
|
Thereafter
|
2.6
|
|
|
|
$
|
41.8
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Balance at January 1
|
$
|
58.2
|
|
|
$
|
71.7
|
|
|
$
|
50.4
|
|
Charged to costs and expenses
|
24.4
|
|
|
22.8
|
|
|
54.9
|
|
|||
Charged to other accounts (1)
|
(0.9
|
)
|
|
(4.1
|
)
|
|
1.4
|
|
|||
Deductions (2)
|
(39.5
|
)
|
|
(32.2
|
)
|
|
(35.0
|
)
|
|||
Balance at December 31
|
$
|
42.2
|
|
|
$
|
58.2
|
|
|
$
|
71.7
|
|
|
Eurasia Banking
|
|
Americas Banking
|
|
Retail
|
|
Total
|
||||||||
Goodwill
|
$
|
608.3
|
|
|
$
|
445.0
|
|
|
$
|
283.1
|
|
|
$
|
1,336.4
|
|
Accumulated impairment losses
|
(168.7
|
)
|
|
(122.0
|
)
|
|
—
|
|
|
(290.7
|
)
|
||||
Balance at January 1, 2018
|
$
|
439.6
|
|
|
$
|
323.0
|
|
|
$
|
283.1
|
|
|
$
|
1,045.7
|
|
Transferred to assets held for sale
|
(0.8
|
)
|
|
(0.3
|
)
|
|
(43.4
|
)
|
|
(44.5
|
)
|
||||
Currency translation adjustment
|
(8.9
|
)
|
|
(7.4
|
)
|
|
(6.5
|
)
|
|
(22.8
|
)
|
||||
Goodwill
|
$
|
598.6
|
|
|
$
|
437.3
|
|
|
$
|
233.2
|
|
|
$
|
1,269.1
|
|
Impairment
|
(123.0
|
)
|
|
—
|
|
|
(57.2
|
)
|
|
(180.2
|
)
|
||||
Accumulated impairment losses
|
(291.7
|
)
|
|
(122.0
|
)
|
|
(57.2
|
)
|
|
(470.9
|
)
|
||||
Balance at December 31, 2018
|
$
|
306.9
|
|
|
$
|
315.3
|
|
|
$
|
176.0
|
|
|
$
|
798.2
|
|
Divestitures
|
(0.4
|
)
|
|
—
|
|
|
(3.9
|
)
|
|
(4.3
|
)
|
||||
Transferred to assets held for sale
|
(11.7
|
)
|
|
—
|
|
|
—
|
|
|
(11.7
|
)
|
||||
Currency translation adjustment
|
(7.3
|
)
|
|
(6.0
|
)
|
|
(4.9
|
)
|
|
(18.2
|
)
|
||||
Goodwill
|
$
|
579.2
|
|
|
$
|
431.3
|
|
|
$
|
224.4
|
|
|
$
|
1,234.9
|
|
Accumulated impairment losses
|
(291.7
|
)
|
|
(122.0
|
)
|
|
(57.2
|
)
|
|
(470.9
|
)
|
||||
Balance at December 31, 2019
|
$
|
287.5
|
|
|
$
|
309.3
|
|
|
$
|
167.2
|
|
|
$
|
764.0
|
|
|
|
|
December 31, 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
|
6.2 years
|
|
$
|
698.7
|
|
|
$
|
(251.0
|
)
|
|
$
|
447.7
|
|
|
$
|
712.2
|
|
|
$
|
(179.1
|
)
|
|
$
|
533.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Internally-developed software
|
1.8 years
|
|
178.2
|
|
|
(132.2
|
)
|
|
46.0
|
|
|
189.6
|
|
|
(118.9
|
)
|
|
70.7
|
|
||||||
Development costs non-software
|
1.2 years
|
|
51.5
|
|
|
(47.5
|
)
|
|
4.0
|
|
|
52.5
|
|
|
(44.3
|
)
|
|
8.2
|
|
||||||
Other
|
2.9 years
|
|
79.3
|
|
|
(74.7
|
)
|
|
4.6
|
|
|
79.5
|
|
|
(66.9
|
)
|
|
12.6
|
|
||||||
Other intangible assets, net
|
|
|
309.0
|
|
|
(254.4
|
)
|
|
54.6
|
|
|
321.6
|
|
|
(230.1
|
)
|
|
91.5
|
|
||||||
Total
|
|
|
$
|
1,007.7
|
|
|
$
|
(505.4
|
)
|
|
$
|
502.3
|
|
|
$
|
1,033.8
|
|
|
$
|
(409.2
|
)
|
|
$
|
624.6
|
|
|
Estimated amortization
|
||
2020
|
$
|
97.6
|
|
2021
|
87.1
|
|
|
2022
|
84.4
|
|
|
2023
|
82.3
|
|
|
2024
|
80.6
|
|
|
|
$
|
432.0
|
|
|
2019
|
|
2018
|
||||
Balance at January 1
|
$
|
40.1
|
|
|
$
|
76.7
|
|
Current period accruals
|
52.3
|
|
|
22.5
|
|
||
Current period settlements
|
(52.7
|
)
|
|
(52.3
|
)
|
||
Currency translation
|
(2.8
|
)
|
|
(6.8
|
)
|
||
Balance at December 31
|
$
|
36.9
|
|
|
$
|
40.1
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Cost of sales - services
|
$
|
8.0
|
|
|
$
|
17.8
|
|
|
$
|
27.3
|
|
Cost of sales - products
|
1.7
|
|
|
10.8
|
|
|
1.9
|
|
|||
Selling and administrative expense
|
37.4
|
|
|
33.4
|
|
|
21.3
|
|
|||
Research, development and engineering expense
|
3.0
|
|
|
3.0
|
|
|
(1.1
|
)
|
|||
Loss on sale of real estate
|
0.1
|
|
|
—
|
|
|
—
|
|
|||
Total
|
$
|
50.2
|
|
|
$
|
65.0
|
|
|
$
|
49.4
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Severance
|
|
|
|
|
|
||||||
Eurasia Banking
|
$
|
13.5
|
|
|
$
|
37.1
|
|
|
$
|
24.6
|
|
Americas Banking
|
1.8
|
|
|
8.9
|
|
|
4.2
|
|
|||
Retail
|
9.7
|
|
|
13.3
|
|
|
14.8
|
|
|||
Corporate
|
25.1
|
|
|
5.7
|
|
|
5.8
|
|
|||
Total severance
|
50.1
|
|
|
65.0
|
|
|
49.4
|
|
|||
|
|
|
|
|
|
||||||
Other - Americas Banking
|
0.1
|
|
|
—
|
|
|
—
|
|
|||
Total
|
$
|
50.2
|
|
|
$
|
65.0
|
|
|
$
|
49.4
|
|
|
DN Now
|
|
DN2020 Plan
|
|
Strategic Alliance
|
|
|
||||||||||||
|
Severance
|
|
Other
|
|
Severance
|
|
Severance
|
|
Total
|
||||||||||
Eurasia Banking
|
$
|
46.8
|
|
|
$
|
—
|
|
|
$
|
51.5
|
|
|
$
|
8.2
|
|
|
$
|
106.5
|
|
Americas Banking
|
10.4
|
|
|
0.1
|
|
|
13.6
|
|
|
—
|
|
|
24.1
|
|
|||||
Retail
|
22.2
|
|
|
—
|
|
|
15.6
|
|
|
—
|
|
|
37.8
|
|
|||||
Corporate
|
29.6
|
|
|
—
|
|
|
15.1
|
|
|
—
|
|
|
44.7
|
|
|||||
Total
|
$
|
109.0
|
|
|
$
|
0.1
|
|
|
$
|
95.8
|
|
|
$
|
8.2
|
|
|
$
|
213.1
|
|
Balance at January 1, 2017
|
$
|
89.9
|
|
Liabilities incurred
|
49.4
|
|
|
Liabilities acquired
|
(8.2
|
)
|
|
Liabilities paid/settled
|
(77.1
|
)
|
|
Balance at December 31, 2017
|
$
|
54.0
|
|
Liabilities incurred
|
65.0
|
|
|
Liabilities paid/settled
|
(62.1
|
)
|
|
Balance at December 31, 2018
|
$
|
56.9
|
|
Liabilities incurred
|
50.2
|
|
|
Liabilities paid/settled
|
(64.5
|
)
|
|
Balance at December 31, 2019
|
$
|
42.6
|
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
Notes payable – current
|
|
|
|
||||
Uncommitted lines of credit
|
$
|
5.0
|
|
|
$
|
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
|
1.7
|
|
|
2.7
|
|
||
|
$
|
32.5
|
|
|
$
|
49.5
|
|
Long-term debt
|
|
|
|
||||
Revolving credit facility
|
$
|
—
|
|
|
$
|
125.0
|
|
2022 Term Loan A Facility
|
370.3
|
|
|
—
|
|
||
Term Loan A-1 Facility
|
602.6
|
|
|
625.6
|
|
||
Term Loan B Facility - USD
|
404.0
|
|
|
413.2
|
|
||
Term Loan B Facility - Euro
|
395.1
|
|
|
411.9
|
|
||
Term Loan A Facility
|
—
|
|
|
126.3
|
|
||
Delayed Draw Term Loan A Facility
|
—
|
|
|
160.5
|
|
||
2024 Senior Notes
|
400.0
|
|
|
400.0
|
|
||
Other
|
1.3
|
|
|
2.4
|
|
||
|
2,173.3
|
|
|
2,264.9
|
|
||
Long-term deferred financing fees
|
(64.6
|
)
|
|
(74.9
|
)
|
||
|
$
|
2,108.7
|
|
|
$
|
2,190.0
|
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
Revolving debt (repayments) borrowings, net
|
$
|
(125.0
|
)
|
|
$
|
50.0
|
|
|
|
|
|
||||
Proceeds from 2022 Term Loan A Facility under Credit Agreement
|
$
|
374.3
|
|
|
$
|
—
|
|
Proceeds from Term Loan A-1 Facility under the Credit Agreement
|
—
|
|
|
650.0
|
|
||
International short-term uncommitted lines of credit borrowings
|
23.5
|
|
|
75.9
|
|
||
Other debt borrowings
|
$
|
397.8
|
|
|
$
|
725.9
|
|
|
|
|
|
||||
Payments on Term Loan A Facility under the Credit Agreement
|
$
|
(126.3
|
)
|
|
$
|
(75.0
|
)
|
Payments on Delayed Draw Term Loan A Facility under the Credit Agreement
|
(160.5
|
)
|
|
(83.2
|
)
|
||
Payments on Term Loan A-1 Facility under the Credit Agreement
|
(23.0
|
)
|
|
(8.1
|
)
|
||
Payments on Term Loan B Facility - USD
|
(9.2
|
)
|
|
(53.0
|
)
|
||
Payments on Term Loan B Facility - Euro
|
(8.8
|
)
|
|
(55.6
|
)
|
||
Payments on 2022 Term Loan A Facility under Credit Agreement
|
(4.0
|
)
|
|
—
|
|
||
International short-term uncommitted lines of credit and other repayments
|
(43.9
|
)
|
|
(62.8
|
)
|
||
Other debt repayments
|
$
|
(375.7
|
)
|
|
$
|
(337.7
|
)
|
•
|
a maximum allowable total net debt to adjusted EBITDA leverage ratio of 7.00 to 1.00 as of December 31, 2019 (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
|
|
|
|
|
|
|
2020 Revolving Facility(i)
|
|
LIBOR + 3.50%
|
|
December 2020
|
|
5
|
2022 Revolving Facility(i)
|
|
LIBOR + 4.25%
|
|
April 2022
|
|
2.5
|
2022 Term Loan A Facility(i)
|
|
LIBOR + 4.75%
|
|
April 2022
|
|
2.5
|
Term Loan A-1 Facility(i)
|
|
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 percent.
|
(ii)
|
EURIBOR with a floor of 0.0 percent.
|
|
Maturities of
Long-Term Debt |
||
2020
|
$
|
32.5
|
|
2021
|
26.1
|
|
|
2022
|
966.5
|
|
|
2023
|
780.5
|
|
|
2024
|
400.2
|
|
|
|
$
|
2,205.8
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Balance at January 1
|
$
|
130.4
|
|
|
$
|
492.1
|
|
|
$
|
44.1
|
|
Other comprehensive income
|
(1.7
|
)
|
|
(19.3
|
)
|
|
32.8
|
|
|||
Redemption value adjustment
|
(18.6
|
)
|
|
2.8
|
|
|
32.0
|
|
|||
Redemption of shares
|
(89.2
|
)
|
|
(345.2
|
)
|
|
(3.5
|
)
|
|||
Reclassification of noncontrolling interest
|
—
|
|
|
—
|
|
|
386.7
|
|
|||
Balance at December 31
|
$
|
20.9
|
|
|
$
|
130.4
|
|
|
$
|
492.1
|
|
|
Translation
|
|
Foreign Currency Hedges
|
|
Interest Rate Hedges
|
|
Pension and Other Post-Retirement Benefits
|
|
Other
|
|
Accumulated Other Comprehensive Loss
|
||||||||||||
Balance at December 31, 2017
|
$
|
(116.8
|
)
|
|
$
|
(5.1
|
)
|
|
$
|
8.1
|
|
|
$
|
(82.6
|
)
|
|
$
|
0.1
|
|
|
$
|
(196.3
|
)
|
Adoption of accounting standard
|
(9.1
|
)
|
|
(1.0
|
)
|
|
1.3
|
|
|
(20.2
|
)
|
|
—
|
|
|
(29.0
|
)
|
||||||
Other comprehensive income (loss) before reclassifications (1)
|
(66.2
|
)
|
|
4.2
|
|
|
(1.4
|
)
|
|
(18.6
|
)
|
|
—
|
|
|
(82.0
|
)
|
||||||
Amounts reclassified from AOCI
|
—
|
|
|
—
|
|
|
2.6
|
|
|
0.4
|
|
|
—
|
|
|
3.0
|
|
||||||
Net current period other comprehensive income (loss)
|
(75.3
|
)
|
|
3.2
|
|
|
2.5
|
|
|
(38.4
|
)
|
|
—
|
|
|
(108.0
|
)
|
||||||
Balance at December 31, 2018
|
$
|
(192.1
|
)
|
|
$
|
(1.9
|
)
|
|
$
|
10.6
|
|
|
$
|
(121.0
|
)
|
|
$
|
0.1
|
|
|
$
|
(304.3
|
)
|
Other comprehensive income (loss) before reclassifications (1)
|
(39.4
|
)
|
|
(0.7
|
)
|
|
(8.8
|
)
|
|
(29.4
|
)
|
|
0.1
|
|
|
(78.2
|
)
|
||||||
Amounts reclassified from AOCI
|
—
|
|
|
—
|
|
|
3.4
|
|
|
3.8
|
|
|
—
|
|
|
7.2
|
|
||||||
Net current period other comprehensive income (loss)
|
(39.4
|
)
|
|
(0.7
|
)
|
|
(5.4
|
)
|
|
(25.6
|
)
|
|
0.1
|
|
|
(71.0
|
)
|
||||||
Balance at December 31, 2019
|
$
|
(231.5
|
)
|
|
$
|
(2.6
|
)
|
|
$
|
5.2
|
|
|
$
|
(146.6
|
)
|
|
$
|
0.2
|
|
|
$
|
(375.3
|
)
|
(1)
|
Other comprehensive income (loss) before reclassifications within the translation component excludes (gains)/losses of $1.4 and $3.9 and translation attributable to noncontrolling interests for December 31, 2019 and 2018, respectively.
|
|
2019
|
|
2018
|
|
|
||||
|
Amount Reclassified from AOCI
|
|
Amount Reclassified from AOCI
|
|
Affected Line Item in the Statement of Operations
|
||||
Interest rate hedges (net of tax of $(0.3) and (0.6), respectively)
|
$
|
3.4
|
|
|
$
|
2.6
|
|
|
Interest expense
|
Pension and post-retirement benefits:
|
|
|
|
|
|
||||
Net actuarial losses recognized during the year (net of tax of $0.6 and $(1.1), respectively)
|
4.6
|
|
|
4.8
|
|
|
(1)
|
||
Net actuarial gains (losses) recognized due to settlement (net of tax of $(0.1) and $(1.3), respectively)
|
(1.0
|
)
|
|
(3.5
|
)
|
|
(1)
|
||
Currency impact (net of tax of $0.0 and $(0.3), respectively)
|
0.2
|
|
|
(0.9
|
)
|
|
(1)
|
||
|
3.8
|
|
|
0.4
|
|
|
|
||
Total reclassifications for the period
|
$
|
7.2
|
|
|
$
|
3.0
|
|
|
|
(1)
|
Pension and other post-retirement benefits AOCI components are included in the computation of net periodic benefit cost (refer to note 15 ).
|
|
Retirement Benefits
|
|
Other Benefits
|
||||||||||||||||||||
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
|
|
|
||||||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||||||
Change in benefit obligation
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Benefit obligation at beginning of year
|
$
|
522.2
|
|
|
$
|
569.0
|
|
|
$
|
426.5
|
|
|
$
|
452.0
|
|
|
$
|
15.3
|
|
|
$
|
9.9
|
|
Service cost
|
3.7
|
|
|
3.9
|
|
|
9.8
|
|
|
11.0
|
|
|
0.1
|
|
|
—
|
|
||||||
Interest cost
|
22.1
|
|
|
20.6
|
|
|
6.5
|
|
|
6.2
|
|
|
1.0
|
|
|
0.4
|
|
||||||
Actuarial loss (gain)
|
62.5
|
|
|
(41.3
|
)
|
|
32.7
|
|
|
(3.5
|
)
|
|
1.8
|
|
|
(1.6
|
)
|
||||||
Plan participant contributions
|
—
|
|
|
—
|
|
|
1.3
|
|
|
1.4
|
|
|
—
|
|
|
—
|
|
||||||
Benefits paid
|
(30.5
|
)
|
|
(30.0
|
)
|
|
(17.5
|
)
|
|
(17.3
|
)
|
|
(0.8
|
)
|
|
(0.8
|
)
|
||||||
Plan amendments
|
—
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Settlements
|
—
|
|
|
—
|
|
|
(5.8
|
)
|
|
(7.7
|
)
|
|
—
|
|
|
—
|
|
||||||
Recognition/establishment of Germany benefit obligation
|
—
|
|
|
—
|
|
|
7.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Foreign currency impact
|
—
|
|
|
—
|
|
|
(3.4
|
)
|
|
(18.1
|
)
|
|
(0.3
|
)
|
|
—
|
|
||||||
Acquired benefit plans and other
|
—
|
|
|
—
|
|
|
(1.5
|
)
|
|
2.5
|
|
|
—
|
|
|
7.4
|
|
||||||
Benefit obligation at end of year
|
580.0
|
|
|
522.2
|
|
|
456.1
|
|
|
426.5
|
|
|
17.1
|
|
|
15.3
|
|
||||||
Change in plan assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fair value of plan assets at beginning of year
|
346.0
|
|
|
378.7
|
|
|
340.9
|
|
|
359.5
|
|
|
—
|
|
|
—
|
|
||||||
Actual return on plan assets
|
74.1
|
|
|
(20.3
|
)
|
|
37.3
|
|
|
2.2
|
|
|
—
|
|
|
—
|
|
||||||
Employer contributions
|
38.1
|
|
|
17.6
|
|
|
6.8
|
|
|
16.9
|
|
|
0.8
|
|
|
0.8
|
|
||||||
Plan participant contributions
|
—
|
|
|
—
|
|
|
1.3
|
|
|
1.4
|
|
|
—
|
|
|
—
|
|
||||||
Benefits paid
|
(30.4
|
)
|
|
(30.0
|
)
|
|
(17.5
|
)
|
|
(17.3
|
)
|
|
(0.8
|
)
|
|
(0.8
|
)
|
||||||
Foreign currency impact
|
—
|
|
|
—
|
|
|
(3.3
|
)
|
|
(14.4
|
)
|
|
—
|
|
|
—
|
|
||||||
Acquired benefit plans and other
|
—
|
|
|
—
|
|
|
0.3
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
||||||
Settlements
|
—
|
|
|
—
|
|
|
(5.8
|
)
|
|
(7.7
|
)
|
|
—
|
|
|
—
|
|
||||||
Fair value of plan assets at end of year
|
427.8
|
|
|
346.0
|
|
|
360.0
|
|
|
340.9
|
|
|
—
|
|
|
—
|
|
||||||
Funded status
|
$
|
(152.2
|
)
|
|
$
|
(176.2
|
)
|
|
$
|
(96.1
|
)
|
|
$
|
(85.6
|
)
|
|
$
|
(17.1
|
)
|
|
$
|
(15.3
|
)
|
Amounts recognized in balance sheets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Noncurrent assets
|
$
|
1.4
|
|
|
$
|
—
|
|
|
$
|
139.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Current liabilities
|
3.5
|
|
|
3.4
|
|
|
8.2
|
|
|
3.2
|
|
|
1.0
|
|
|
1.1
|
|
||||||
Noncurrent liabilities (1)
|
150.1
|
|
|
172.7
|
|
|
227.6
|
|
|
82.4
|
|
|
16.1
|
|
|
14.2
|
|
||||||
Accumulated other comprehensive loss:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Unrecognized net actuarial (loss) gain (2)
|
(159.2
|
)
|
|
(151.3
|
)
|
|
6.2
|
|
|
19.0
|
|
|
(7.4
|
)
|
|
(6.3
|
)
|
||||||
Unrecognized prior service (cost) benefit (2)
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|
0.7
|
|
|
—
|
|
|
—
|
|
||||||
Net amount recognized
|
$
|
(7.0
|
)
|
|
$
|
24.8
|
|
|
$
|
102.4
|
|
|
$
|
105.3
|
|
|
$
|
9.7
|
|
|
$
|
9.0
|
|
(1)
|
Included in the consolidated balance sheets in pensions, post-retirement and other benefits.
|
(2)
|
Represents amounts in accumulated other comprehensive loss that have not yet been recognized as components of net periodic benefit cost.
|
|
Retirement Benefits
|
|
Other Benefits
|
||||||||||||||||||||
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
|
|
|
||||||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||||||
Change in accumulated other comprehensive loss
|
|
|
|
|
|
|
|||||||||||||||||
Balance at beginning of year
|
$
|
(151.4
|
)
|
|
$
|
(154.4
|
)
|
|
$
|
19.8
|
|
|
$
|
28.5
|
|
|
$
|
(6.3
|
)
|
|
$
|
(0.5
|
)
|
Prior service credit/loss recognized during the year
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net actuarial gains (losses) recognized during the year
|
5.1
|
|
|
6.6
|
|
|
(1.5
|
)
|
|
(0.7
|
)
|
|
0.4
|
|
|
—
|
|
||||||
Net actuarial (losses) gains occurring during the year
|
(13.1
|
)
|
|
(3.6
|
)
|
|
(7.7
|
)
|
|
(4.9
|
)
|
|
(1.9
|
)
|
|
1.6
|
|
||||||
Net actuarial losses recognized due to settlement
|
—
|
|
|
—
|
|
|
(0.9
|
)
|
|
(2.2
|
)
|
|
—
|
|
|
—
|
|
||||||
Acquired benefit plans and other
|
—
|
|
|
—
|
|
|
(2.6
|
)
|
|
(0.3
|
)
|
|
—
|
|
|
(7.4
|
)
|
||||||
Foreign currency impact
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
(0.6
|
)
|
|
0.3
|
|
|
—
|
|
||||||
Balance at end of year
|
$
|
(159.4
|
)
|
|
$
|
(151.4
|
)
|
|
$
|
6.5
|
|
|
$
|
19.8
|
|
|
$
|
(7.5
|
)
|
|
$
|
(6.3
|
)
|
|
Retirement Benefits
|
|
Other Benefits
|
||||||||||||||||||||||||||||||||
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
|
||||||||||||||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
||||||||||||||||||
Components of net periodic benefit cost
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Service cost
|
$
|
3.7
|
|
|
$
|
3.9
|
|
|
$
|
3.9
|
|
|
$
|
9.8
|
|
|
$
|
11.0
|
|
|
$
|
10.5
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest cost
|
22.1
|
|
|
20.6
|
|
|
22.9
|
|
|
6.5
|
|
|
6.2
|
|
|
5.7
|
|
|
1.0
|
|
|
0.4
|
|
|
0.4
|
|
|||||||||
Recognition/establishment of Germany benefit obligation
|
—
|
|
|
—
|
|
|
—
|
|
|
7.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Expected return on plan assets
|
(24.7
|
)
|
|
(24.6
|
)
|
|
(25.9
|
)
|
|
(12.3
|
)
|
|
(10.5
|
)
|
|
(4.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Amortization of prior service cost
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Recognized net actuarial loss
|
5.1
|
|
|
6.6
|
|
|
5.9
|
|
|
(1.5
|
)
|
|
(0.7
|
)
|
|
(0.4
|
)
|
|
0.4
|
|
|
—
|
|
|
—
|
|
|||||||||
Curtailment loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Settlement gain
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.9
|
)
|
|
(2.2
|
)
|
|
(0.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Net periodic benefit cost
|
$
|
6.2
|
|
|
$
|
6.5
|
|
|
$
|
6.8
|
|
|
$
|
8.6
|
|
|
$
|
3.8
|
|
|
$
|
10.8
|
|
|
$
|
1.5
|
|
|
$
|
0.4
|
|
|
$
|
0.4
|
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Projected benefit obligation
|
$
|
570.0
|
|
|
$
|
522.2
|
|
|
$
|
315.6
|
|
|
$
|
426.5
|
|
Accumulated benefit obligation
|
$
|
570.0
|
|
|
$
|
522.2
|
|
|
$
|
295.2
|
|
|
$
|
409.7
|
|
Fair value of plan assets
|
$
|
427.8
|
|
|
$
|
346.0
|
|
|
$
|
360.0
|
|
|
$
|
340.9
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||||
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||
Discount rate
|
3.35
|
%
|
|
4.34
|
%
|
|
0.94
|
%
|
|
1.60
|
%
|
|
5.70
|
%
|
|
4.34
|
%
|
Rate of compensation increase
|
N/A
|
|
|
N/A
|
|
|
2.85
|
%
|
|
2.82
|
%
|
|
N/A
|
|
|
N/A
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||||
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||
Discount rate
|
4.34
|
%
|
|
3.71
|
%
|
|
1.60
|
%
|
|
1.45
|
%
|
|
4.34
|
%
|
|
3.71
|
%
|
Expected long-term return on plan assets
|
6.80
|
%
|
|
6.80
|
%
|
|
3.69
|
%
|
|
2.97
|
%
|
|
N/A
|
|
|
N/A
|
|
Rate of compensation increase
|
N/A
|
|
|
N/A
|
|
|
2.82
|
%
|
|
2.75
|
%
|
|
N/A
|
|
|
N/A
|
|
|
2019
|
|
2018
|
||
Healthcare cost trend rate assumed for next year
|
6.5
|
%
|
|
6.5
|
%
|
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)
|
5.0
|
%
|
|
5.0
|
%
|
Year that rate reaches ultimate trend rate
|
2025
|
|
|
2025
|
|
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||
|
|
Target
|
|
Actual
|
|
Target
|
|
Actual
|
||||
|
|
2020
|
|
2019
|
|
2018
|
|
2020
|
|
2019
|
|
2018
|
Equity securities
|
|
45%
|
|
48%
|
|
44%
|
|
48%
|
|
48%
|
|
40%
|
Debt securities
|
|
40%
|
|
40%
|
|
41%
|
|
23%
|
|
23%
|
|
27%
|
Real estate
|
|
5%
|
|
4%
|
|
6%
|
|
10%
|
|
10%
|
|
10%
|
Other
|
|
10%
|
|
8%
|
|
9%
|
|
19%
|
|
19%
|
|
23%
|
Total
|
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||||||||||||||||||||||
|
|
Fair Value
|
|
Level 1
|
|
Level 2
|
|
NAV
|
|
Fair Value
|
|
Level 1
|
|
Level 2
|
|
NAV
|
||||||||||||||||
Cash and short-term investments
|
|
$
|
6.5
|
|
|
$
|
6.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
28.8
|
|
|
$
|
28.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Mutual funds
|
|
0.8
|
|
|
0.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Equity securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
U.S. mid cap value
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.9
|
|
|
0.9
|
|
|
—
|
|
|
—
|
|
||||||||
U.S. small cap core
|
|
23.4
|
|
|
23.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
International developed markets
|
|
47.3
|
|
|
47.3
|
|
|
—
|
|
|
—
|
|
|
172.5
|
|
|
172.5
|
|
|
—
|
|
|
—
|
|
||||||||
Fixed income securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
U.S. corporate bonds
|
|
50.8
|
|
|
—
|
|
|
50.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
International corporate bonds
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
62.5
|
|
|
—
|
|
|
62.5
|
|
|
—
|
|
||||||||
U.S. government
|
|
11.6
|
|
|
—
|
|
|
11.6
|
|
|
—
|
|
|
3.8
|
|
|
—
|
|
|
3.8
|
|
|
—
|
|
||||||||
Fixed and index funds
|
|
1.8
|
|
|
—
|
|
|
1.8
|
|
|
—
|
|
|
15.9
|
|
|
—
|
|
|
15.9
|
|
|
—
|
|
||||||||
Common collective trusts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Real estate (a)
|
|
17.6
|
|
|
—
|
|
|
—
|
|
|
17.6
|
|
|
5.0
|
|
|
—
|
|
|
5.0
|
|
|
—
|
|
||||||||
Other (b)
|
|
241.3
|
|
|
—
|
|
|
241.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Alternative investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Multi-strategy hedge funds (c)
|
|
20.4
|
|
|
—
|
|
|
—
|
|
|
20.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Private equity funds (d)
|
|
6.3
|
|
|
—
|
|
|
—
|
|
|
6.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Other alternative investments (e)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
70.6
|
|
|
—
|
|
|
—
|
|
|
70.6
|
|
||||||||
Fair value of plan assets at end of year
|
|
$
|
427.8
|
|
|
$
|
78.0
|
|
|
$
|
305.5
|
|
|
$
|
44.3
|
|
|
$
|
360.0
|
|
|
$
|
202.2
|
|
|
$
|
87.2
|
|
|
$
|
70.6
|
|
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||||||||||||||||||||||
|
|
Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||||||||
Cash and short-term investments
|
|
$
|
3.0
|
|
|
$
|
3.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
34.0
|
|
|
$
|
34.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Mutual funds
|
|
26.8
|
|
|
26.8
|
|
|
—
|
|
|
—
|
|
|
125.2
|
|
|
125.2
|
|
|
—
|
|
|
—
|
|
||||||||
Equity securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
U.S. mid cap value
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.1
|
|
|
3.1
|
|
|
—
|
|
|
—
|
|
||||||||
U.S. small cap core
|
|
17.2
|
|
|
17.2
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
||||||||
International developed markets
|
|
34.5
|
|
|
34.5
|
|
|
—
|
|
|
—
|
|
|
7.7
|
|
|
7.7
|
|
|
—
|
|
|
—
|
|
||||||||
Emerging markets
|
|
17.8
|
|
|
—
|
|
|
17.8
|
|
|
—
|
|
|
0.4
|
|
|
0.4
|
|
|
—
|
|
|
—
|
|
||||||||
Fixed income securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
U.S. corporate bonds
|
|
45.6
|
|
|
—
|
|
|
45.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
International corporate bonds
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
76.8
|
|
|
1.3
|
|
|
75.5
|
|
|
—
|
|
||||||||
U.S. government
|
|
7.4
|
|
|
—
|
|
|
7.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Fixed and index funds
|
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
14.7
|
|
|
14.7
|
|
|
—
|
|
|
—
|
|
||||||||
Common collective trusts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Real estate (a)
|
|
20.8
|
|
|
—
|
|
|
—
|
|
|
20.8
|
|
|
5.0
|
|
|
—
|
|
|
5.0
|
|
|
—
|
|
||||||||
Other (b)
|
|
145.6
|
|
|
—
|
|
|
145.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Alternative investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Multi-strategy hedge funds (c)
|
|
19.3
|
|
|
—
|
|
|
—
|
|
|
19.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Private equity funds (d)
|
|
7.9
|
|
|
—
|
|
|
—
|
|
|
7.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Other alternative investments (e)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
73.7
|
|
|
—
|
|
|
1.9
|
|
|
71.8
|
|
||||||||
Fair value of plan assets at end of year
|
|
$
|
346.0
|
|
|
$
|
81.5
|
|
|
$
|
216.5
|
|
|
$
|
48.0
|
|
|
$
|
340.9
|
|
|
$
|
186.7
|
|
|
$
|
82.4
|
|
|
$
|
71.8
|
|
(a)
|
Real estate common collective trust. The objective of the real estate common collective trust (CCT) is to achieve long-term returns through investments in a broadly diversified portfolio of improved properties with stabilized occupancies. As of December 31, 2019, investments in this CCT, for U.S. plans, included approximately 37 percent office, 21 percent residential, 24 percent retail and 18 percent industrial, cash and other. As of December 31, 2018, investments in this CCT, for U.S. plans, included approximately 37 percent office, 23 percent residential, 26 percent retail and 14 percent industrial, cash and other. Investments in the real estate CCT can be redeemed once per quarter subject to available cash, with a 30-day notice.
|
(b)
|
Other common collective trusts. At December 31, 2019, approximately 44 percent of the other CCTs are invested in fixed income securities including approximately 24 percent in mortgage-backed securities, 46 percent in corporate bonds and 30 percent in U.S. Treasury and other. Approximately 31 percent of the other CCTs at December 31, 2019 are invested in Russell 1000 Fund large cap index funds, 15 percent in S&P Mid Cap 400 index funds and 10 percent in emerging markets equity fund. At December 31, 2018, approximately 61 percent of the other CCTs are invested in fixed-income securities including approximately 23 percent in mortgage-backed securities, 51 percent in corporate bonds and 26 percent in U.S. Treasury and other. Approximately 39 percent of the other CCTs at December 31, 2018 are invested in Russell 1000 Fund large cap index funds. Investments in all common collective trust securities can be redeemed daily.
|
(c)
|
Multi-strategy hedge funds. The objective of the multi-strategy hedge funds is to diversify risks and reduce volatility. At December 31, 2019 and 2018, investments in this class for U.S. plans include approximately 41 percent and 44 percent long/short equity, respectively, 34 percent and 54 percent arbitrage and event investments, respectively, and 25 percent and 2 percent in directional trading, fixed income and other, respectively. Investments in the multi-strategy hedge fund can be redeemed semi-annually with a 95-day notice.
|
(d)
|
Private equity funds. The objective of the private equity funds is to achieve long-term returns through investments in a diversified portfolio of private equity limited partnerships that offer a variety of investment strategies, targeting low volatility and low correlation to traditional asset classes. As of December 31, 2019 and 2018, investments in these private equity funds include approximately
|
(e)
|
Other alternative investments. Following the Acquisition, the Company’s plan assets were expanded with a combination of insurance contracts, multi-strategy investment funds and company-owned real estate. The fair value for these assets is determined based on the NAV as reported by the underlying investment manager, insurance companies and the trustees of the CTA.
|
|
|
U.S. Pension Benefits
|
|
Non-U.S. Pension Benefits
|
|
Other Benefits
|
||||||
Amount of net loss (gain)
|
|
$
|
7.7
|
|
|
$
|
(0.6
|
)
|
|
$
|
0.6
|
|
|
U.S. Pension Benefits
|
|
Non-U.S. Pension Benefits
|
|
Other Benefits
|
|
Other Benefits
after Medicare Part D Subsidy |
||||||||
2020
|
$
|
29.0
|
|
|
$
|
20.1
|
|
|
$
|
1.0
|
|
|
$
|
0.9
|
|
2021
|
$
|
30.0
|
|
|
$
|
20.9
|
|
|
$
|
1.0
|
|
|
$
|
0.9
|
|
2022
|
$
|
30.3
|
|
|
$
|
21.4
|
|
|
$
|
1.0
|
|
|
$
|
0.9
|
|
2023
|
$
|
30.8
|
|
|
$
|
24.6
|
|
|
$
|
1.0
|
|
|
$
|
0.9
|
|
2024
|
$
|
31.3
|
|
|
$
|
24.2
|
|
|
$
|
1.0
|
|
|
$
|
0.9
|
|
2025-2029
|
$
|
161.7
|
|
|
$
|
125.4
|
|
|
$
|
4.7
|
|
|
$
|
4.5
|
|
●
|
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.
|
|
Year Ended
|
|
|
December 31, 2019
|
|
Weighted-average remaining lease terms (in years)
|
|
|
Operating leases
|
3.6
|
|
Finance leases
|
2.2
|
|
Weighted-average discount rate
|
|
|
Operating leases
|
11.8
|
%
|
Finance leases
|
20.8
|
%
|
|
2019
|
|
2018
|
|
2017
|
||||||
Lease expense
|
|
|
|
|
|
||||||
Operating lease expense
|
$
|
109.0
|
|
|
$
|
123.2
|
|
|
$
|
125.4
|
|
Finance lease expense
|
|
|
|
|
|
||||||
Amortization of ROU lease assets
|
$
|
0.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest on lease liabilities
|
$
|
0.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Variable lease expense
|
$
|
13.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Operating
|
|
Finance
|
||||
2020
|
$
|
78.1
|
|
|
$
|
1.3
|
|
2021
|
51.4
|
|
|
1.2
|
|
||
2022
|
30.5
|
|
|
0.2
|
|
||
2023
|
17.6
|
|
|
—
|
|
||
2024
|
13.1
|
|
|
—
|
|
||
Thereafter
|
23.6
|
|
|
—
|
|
||
Total
|
214.3
|
|
|
2.7
|
|
||
Less: Present value discount
|
(45.1
|
)
|
|
(0.4
|
)
|
||
Lease liability
|
$
|
169.2
|
|
|
$
|
2.3
|
|
|
December 31, 2019
|
||
Assets
|
|
||
Operating
|
$
|
167.5
|
|
Finance
|
2.4
|
|
|
Total leased assets
|
$
|
169.9
|
|
|
|
||
Current liabilities
|
|
||
Operating
|
$
|
62.8
|
|
Finance
|
0.9
|
|
|
Noncurrent liabilities
|
|
||
Operating
|
106.4
|
|
|
Finance
|
1.4
|
|
|
Total lease liabilities
|
$
|
171.5
|
|
Derivative instrument
|
|
Classification on consolidated statement of operations
|
|
2019
|
|
2018
|
|
2017
|
||||||
Non-designated hedges and interest rate swaps
|
|
Interest expense
|
|
$
|
(3.4
|
)
|
|
$
|
(2.9
|
)
|
|
$
|
(4.3
|
)
|
Foreign exchange forward contracts and cash flow hedges
|
|
Net sales
|
|
0.4
|
|
|
2.4
|
|
|
—
|
|
|||
Foreign exchange forward contracts and cash flow hedges
|
|
Cost of sales
|
|
—
|
|
|
0.6
|
|
|
—
|
|
|||
Foreign exchange forward contracts and cash flow hedges
|
|
Foreign exchange gain (loss), net
|
|
5.0
|
|
|
(10.4
|
)
|
|
6.3
|
|
|||
Total
|
|
|
|
$
|
2.0
|
|
|
$
|
(10.3
|
)
|
|
$
|
2.0
|
|
Foreign Currency Derivative
|
|
Number of Instruments
|
|
Notional Sold
|
|
Notional Purchased
|
|||||
Currency forward agreements (EUR-GBP)
|
|
12
|
|
|
24.0
|
|
GBP
|
|
27.0
|
|
EUR
|
|
Classification on consolidated balance sheets
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||||||||||
|
|
Fair Value
|
|
Level 1
|
|
Level 2
|
|
Fair Value
|
|
Level 1
|
|
Level 2
|
|||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Certificates of deposit
|
Short-term investments
|
|
$
|
10.0
|
|
|
$
|
10.0
|
|
|
$
|
—
|
|
|
$
|
33.5
|
|
|
$
|
33.5
|
|
|
$
|
—
|
|
Assets held in rabbi trusts
|
Securities and other investments
|
|
6.2
|
|
|
6.2
|
|
|
—
|
|
|
6.3
|
|
|
6.3
|
|
|
—
|
|
||||||
Foreign exchange forward contracts
|
Other current assets
|
|
2.9
|
|
|
—
|
|
|
2.9
|
|
|
3.4
|
|
|
—
|
|
|
3.4
|
|
||||||
Interest rate swaps
|
Other current assets
|
|
1.7
|
|
|
—
|
|
|
1.7
|
|
|
5.3
|
|
|
—
|
|
|
5.3
|
|
||||||
Interest rate swaps
|
Securities and other investments
|
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|
4.8
|
|
|
—
|
|
|
4.8
|
|
||||||
Total
|
|
|
$
|
20.9
|
|
|
$
|
16.2
|
|
|
$
|
4.7
|
|
|
$
|
53.3
|
|
|
$
|
39.8
|
|
|
$
|
13.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign exchange forward contracts
|
Other current liabilities
|
|
$
|
2.9
|
|
|
$
|
—
|
|
|
$
|
2.9
|
|
|
$
|
3.1
|
|
|
$
|
—
|
|
|
$
|
3.1
|
|
Interest rate swaps
|
Other current liabilities
|
|
2.3
|
|
|
—
|
|
|
2.3
|
|
|
3.6
|
|
|
—
|
|
|
3.6
|
|
||||||
Deferred compensation
|
Other liabilities
|
|
6.2
|
|
|
6.2
|
|
|
—
|
|
|
6.3
|
|
|
6.3
|
|
|
—
|
|
||||||
Total
|
|
|
$
|
11.4
|
|
|
$
|
6.2
|
|
|
$
|
5.2
|
|
|
$
|
13.0
|
|
|
$
|
6.3
|
|
|
$
|
6.7
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
||||||||
2024 Senior Notes
|
$
|
387.0
|
|
|
$
|
400.0
|
|
|
$
|
242.0
|
|
|
$
|
400.0
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net sales summary by segment
|
|
|
|
|
|
||||||
Eurasia Banking
|
$
|
1,649.8
|
|
|
$
|
1,800.2
|
|
|
$
|
1,903.4
|
|
Americas Banking
|
1,604.1
|
|
|
1,515.7
|
|
|
1,525.6
|
|
|||
Retail
|
1,154.8
|
|
|
1,262.7
|
|
|
1,180.3
|
|
|||
Total customer revenues
|
$
|
4,408.7
|
|
|
$
|
4,578.6
|
|
|
$
|
4,609.3
|
|
|
|
|
|
|
|
||||||
Intersegment revenues
|
|
|
|
|
|
||||||
Eurasia Banking
|
$
|
168.3
|
|
|
$
|
161.1
|
|
|
$
|
105.0
|
|
Americas Banking
|
15.5
|
|
|
13.8
|
|
|
25.9
|
|
|||
Total intersegment revenues
|
$
|
183.8
|
|
|
$
|
174.9
|
|
|
$
|
130.9
|
|
|
|
|
|
|
|
||||||
Segment operating profit
|
|
|
|
|
|
||||||
Eurasia Banking
|
$
|
169.3
|
|
|
$
|
150.1
|
|
|
$
|
126.8
|
|
Americas Banking
|
119.7
|
|
|
17.2
|
|
|
68.1
|
|
|||
Retail
|
58.3
|
|
|
47.1
|
|
|
87.9
|
|
|||
Total segment operating profit
|
$
|
347.3
|
|
|
$
|
214.4
|
|
|
$
|
282.8
|
|
|
|
|
|
|
|
||||||
Corporate charges not allocated to segments (1)
|
$
|
(79.4
|
)
|
|
$
|
(52.1
|
)
|
|
$
|
(62.6
|
)
|
Impairment of assets
|
(30.2
|
)
|
|
(180.2
|
)
|
|
(3.1
|
)
|
|||
Restructuring charges
|
(50.2
|
)
|
|
(65.0
|
)
|
|
(49.4
|
)
|
|||
Net non-routine expense
|
(214.1
|
)
|
|
(242.7
|
)
|
|
(261.2
|
)
|
|||
|
(373.9
|
)
|
|
(540.0
|
)
|
|
(376.3
|
)
|
|||
Operating loss
|
(26.6
|
)
|
|
(325.6
|
)
|
|
(93.5
|
)
|
|||
Other expense
|
(202.3
|
)
|
|
(152.7
|
)
|
|
(98.4
|
)
|
|||
Loss before taxes
|
$
|
(228.9
|
)
|
|
$
|
(478.3
|
)
|
|
$
|
(191.9
|
)
|
(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.
|
|
2019
|
|
2018
|
|
2017
|
||||||
Eurasia Banking
|
|
|
|
|
|
||||||
Services
|
$
|
993.6
|
|
|
$
|
1,111.8
|
|
|
$
|
1,133.1
|
|
Products
|
656.2
|
|
|
688.4
|
|
|
770.3
|
|
|||
Total Eurasia Banking
|
1,649.8
|
|
|
1,800.2
|
|
|
1,903.4
|
|
|||
Americas Banking
|
|
|
|
|
|
||||||
Services
|
1,002.5
|
|
|
1,025.8
|
|
|
1,043.9
|
|
|||
Products
|
601.6
|
|
|
489.9
|
|
|
481.7
|
|
|||
Total Americas Banking
|
1,604.1
|
|
|
1,515.7
|
|
|
1,525.6
|
|
|||
Retail
|
|
|
|
|
|
||||||
Services
|
612.0
|
|
|
651.9
|
|
|
608.3
|
|
|||
Products
|
542.8
|
|
|
610.8
|
|
|
572.0
|
|
|||
Total Retail
|
1,154.8
|
|
|
1,262.7
|
|
|
1,180.3
|
|
|||
Total
|
$
|
4,408.7
|
|
|
$
|
4,578.6
|
|
|
$
|
4,609.3
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Americas
|
|
|
|
|
|
||||||
United States
|
$
|
1,024.7
|
|
|
$
|
1,047.7
|
|
|
$
|
1,049.5
|
|
Other Americas
|
654.6
|
|
|
556.7
|
|
|
556.3
|
|
|||
Total Americas
|
1,679.3
|
|
|
1,604.4
|
|
|
1,605.8
|
|
|||
EMEA
|
|
|
|
|
|
||||||
Germany
|
872.5
|
|
|
876.2
|
|
|
843.0
|
|
|||
Other EMEA
|
1,400.4
|
|
|
1,583.8
|
|
|
1,537.1
|
|
|||
Total EMEA
|
2,272.9
|
|
|
2,460.0
|
|
|
2,380.1
|
|
|||
AP
|
|
|
|
|
|
||||||
Total AP
|
456.5
|
|
|
514.2
|
|
|
623.4
|
|
|||
Total net sales
|
$
|
4,408.7
|
|
|
$
|
4,578.6
|
|
|
$
|
4,609.3
|
|
|
2019
|
|
2018
|
||||
Property, plant and equipment, net
|
|
|
|
||||
United States
|
$
|
62.4
|
|
|
$
|
77.8
|
|
Germany
|
150.1
|
|
|
168.2
|
|
||
Other international
|
19.0
|
|
|
58.1
|
|
||
Total property, plant and equipment, net
|
$
|
231.5
|
|
|
$
|
304.1
|
|
Timing of revenue recognition
|
2019
|
|
2018
|
Products transferred at a point in time
|
41%
|
|
39%
|
Products and services transferred over time
|
59%
|
|
61%
|
Net sales
|
100%
|
|
100%
|
(i)
|
Diebold Nixdorf, Incorporated (the Parent Company), the issuer of the guaranteed obligations;
|
(ii)
|
Guarantor subsidiaries, on a combined basis, as specified in the Indenture, as supplemented;
|
(iii)
|
Non-guarantor subsidiaries, on a combined basis;
|
(iv)
|
Consolidating entries and eliminations representing adjustments to (a) eliminate intercompany transactions between the Parent Company, the guarantor subsidiaries and the non-guarantor subsidiaries, (b) eliminate the investments in our subsidiaries, and (c) record consolidating entries; and
|
(v)
|
Diebold Nixdorf, Incorporated and subsidiaries on a consolidated basis.
|
|
Parent
|
|
Combined
Guarantor
Subsidiaries
|
|
Combined
Non-Guarantor
Subsidiaries
|
|
Reclassifications/
Eliminations
|
|
Consolidated
|
||||||||||
ASSETS
|
|||||||||||||||||||
Current assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash, cash equivalents and restricted cash
|
$
|
3.6
|
|
|
$
|
1.8
|
|
|
$
|
275.5
|
|
|
$
|
—
|
|
|
$
|
280.9
|
|
Short-term investments
|
—
|
|
|
—
|
|
|
10.0
|
|
|
—
|
|
|
10.0
|
|
|||||
Trade receivables, net
|
109.0
|
|
|
—
|
|
|
510.3
|
|
|
—
|
|
|
619.3
|
|
|||||
Intercompany receivables
|
632.6
|
|
|
559.3
|
|
|
747.6
|
|
|
(1,939.5
|
)
|
|
—
|
|
|||||
Inventories
|
122.4
|
|
|
—
|
|
|
346.4
|
|
|
(2.3
|
)
|
|
466.5
|
|
|||||
Prepaid expenses
|
27.2
|
|
|
—
|
|
|
24.1
|
|
|
—
|
|
|
51.3
|
|
|||||
Other current assets
|
14.9
|
|
|
7.8
|
|
|
449.1
|
|
|
(7.8
|
)
|
|
464.0
|
|
|||||
Total current assets
|
909.7
|
|
|
568.9
|
|
|
2,363.0
|
|
|
(1,949.6
|
)
|
|
1,892.0
|
|
|||||
Securities and other investments
|
21.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21.4
|
|
|||||
Property, plant and equipment, net
|
61.9
|
|
|
0.5
|
|
|
169.1
|
|
|
—
|
|
|
231.5
|
|
|||||
Deferred income taxes
|
51.1
|
|
|
6.4
|
|
|
63.3
|
|
|
—
|
|
|
120.8
|
|
|||||
Goodwill
|
55.5
|
|
|
—
|
|
|
708.5
|
|
|
—
|
|
|
764.0
|
|
|||||
Intangible assets, net
|
19.2
|
|
|
—
|
|
|
483.1
|
|
|
—
|
|
|
502.3
|
|
|||||
Investment in subsidiaries
|
1,676.8
|
|
|
—
|
|
|
—
|
|
|
(1,676.8
|
)
|
|
—
|
|
|||||
Long-term intercompany receivables
|
617.9
|
|
|
—
|
|
|
—
|
|
|
(617.9
|
)
|
|
—
|
|
|||||
Other assets
|
45.1
|
|
|
0.1
|
|
|
213.4
|
|
|
—
|
|
|
258.6
|
|
|||||
Total assets
|
$
|
3,458.6
|
|
|
$
|
575.9
|
|
|
$
|
4,000.4
|
|
|
$
|
(4,244.3
|
)
|
|
$
|
3,790.6
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
|
|||||||||||||||||||
Current liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Notes payable
|
$
|
26.6
|
|
|
$
|
—
|
|
|
$
|
5.9
|
|
|
$
|
—
|
|
|
$
|
32.5
|
|
Accounts payable
|
55.3
|
|
|
—
|
|
|
416.2
|
|
|
—
|
|
|
471.5
|
|
|||||
Intercompany payable
|
1,302.3
|
|
|
46.7
|
|
|
590.5
|
|
|
(1,939.5
|
)
|
|
—
|
|
|||||
Deferred revenue
|
133.7
|
|
|
—
|
|
|
186.8
|
|
|
—
|
|
|
320.5
|
|
|||||
Payroll and other benefits liabilities
|
49.4
|
|
|
2.1
|
|
|
173.2
|
|
|
—
|
|
|
224.7
|
|
|||||
Other current liabilities
|
109.5
|
|
|
1.0
|
|
|
447.7
|
|
|
(7.8
|
)
|
|
550.4
|
|
|||||
Total current liabilities
|
1,676.8
|
|
|
49.8
|
|
|
1,820.3
|
|
|
(1,947.3
|
)
|
|
1,599.6
|
|
|||||
Long-term debt
|
2,107.4
|
|
|
—
|
|
|
1.3
|
|
|
—
|
|
|
2,108.7
|
|
|||||
Pensions, post-retirements and other benefits
|
160.3
|
|
|
—
|
|
|
77.4
|
|
|
—
|
|
|
237.7
|
|
|||||
Long-term intercompany payable
|
—
|
|
|
—
|
|
|
617.9
|
|
|
(617.9
|
)
|
|
—
|
|
|||||
Other long-term liabilities
|
42.7
|
|
|
—
|
|
|
287.3
|
|
|
—
|
|
|
330.0
|
|
|||||
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
||||||||||
Redeemable noncontrolling interests
|
—
|
|
|
—
|
|
|
20.9
|
|
|
—
|
|
|
20.9
|
|
|||||
Total Diebold Nixdorf, Incorporated shareholders' equity
|
(528.6
|
)
|
|
526.1
|
|
|
1,151.3
|
|
|
(1,679.1
|
)
|
|
(530.3
|
)
|
|||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
24.0
|
|
|
—
|
|
|
24.0
|
|
|||||
Total liabilities and equity
|
$
|
3,458.6
|
|
|
$
|
575.9
|
|
|
$
|
4,000.4
|
|
|
$
|
(4,244.3
|
)
|
|
$
|
3,790.6
|
|
|
Parent
|
|
Combined
Guarantor
Subsidiaries
|
|
Combined
Non-Guarantor
Subsidiaries
|
|
Reclassifications/
Eliminations
|
|
Consolidated
|
||||||||||
ASSETS
|
|||||||||||||||||||
Current assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash, cash equivalents and restricted cash
|
$
|
17.3
|
|
|
$
|
2.7
|
|
|
$
|
438.4
|
|
|
$
|
—
|
|
|
$
|
458.4
|
|
Short-term investments
|
—
|
|
|
—
|
|
|
33.5
|
|
|
—
|
|
|
33.5
|
|
|||||
Trade receivables, net
|
105.7
|
|
|
0.1
|
|
|
631.4
|
|
|
—
|
|
|
737.2
|
|
|||||
Intercompany receivables
|
205.3
|
|
|
606.3
|
|
|
425.1
|
|
|
(1,236.7
|
)
|
|
—
|
|
|||||
Inventories
|
164.8
|
|
|
—
|
|
|
447.5
|
|
|
(2.2
|
)
|
|
610.1
|
|
|||||
Prepaid expenses
|
16.4
|
|
|
0.1
|
|
|
40.9
|
|
|
—
|
|
|
57.4
|
|
|||||
Other current assets
|
20.4
|
|
|
12.6
|
|
|
297.1
|
|
|
(25.8
|
)
|
|
304.3
|
|
|||||
Total current assets
|
529.9
|
|
|
621.8
|
|
|
2,313.9
|
|
|
(1,264.7
|
)
|
|
2,200.9
|
|
|||||
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
|
|
|
—
|
|
|
740.1
|
|
|
—
|
|
|
798.2
|
|
|||||
Intangible assets, net
|
30.8
|
|
|
—
|
|
|
593.8
|
|
|
—
|
|
|
624.6
|
|
|||||
Investment in subsidiaries
|
2,738.8
|
|
|
—
|
|
|
—
|
|
|
(2,738.8
|
)
|
|
—
|
|
|||||
Other assets
|
30.2
|
|
|
0.4
|
|
|
69.3
|
|
|
(13.5
|
)
|
|
86.4
|
|
|||||
Total assets
|
$
|
3,627.0
|
|
|
$
|
629.2
|
|
|
$
|
4,041.3
|
|
|
$
|
(4,017.0
|
)
|
|
$
|
4,280.5
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
|
|||||||||||||||||||
Current liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Notes payable
|
$
|
25.7
|
|
|
$
|
0.1
|
|
|
$
|
23.7
|
|
|
$
|
—
|
|
|
$
|
49.5
|
|
Accounts payable
|
88.1
|
|
|
—
|
|
|
421.4
|
|
|
—
|
|
|
509.5
|
|
|||||
Intercompany payable
|
1,030.8
|
|
|
60.8
|
|
|
145.1
|
|
|
(1,236.7
|
)
|
|
—
|
|
|||||
Deferred revenue
|
116.6
|
|
|
0.1
|
|
|
261.5
|
|
|
—
|
|
|
378.2
|
|
|||||
Payroll and other benefits liabilities
|
26.7
|
|
|
1.3
|
|
|
156.3
|
|
|
—
|
|
|
184.3
|
|
|||||
Other current liabilities
|
114.2
|
|
|
1.6
|
|
|
352.4
|
|
|
(21.3
|
)
|
|
446.9
|
|
|||||
Total current liabilities
|
1,402.1
|
|
|
63.9
|
|
|
1,360.4
|
|
|
(1,258.0
|
)
|
|
1,568.4
|
|
|||||
Long-term debt
|
2,172.5
|
|
|
—
|
|
|
17.5
|
|
|
—
|
|
|
2,190.0
|
|
|||||
Pensions, post-retirements and other benefits
|
183.7
|
|
|
—
|
|
|
90.1
|
|
|
—
|
|
|
273.8
|
|
|||||
Other long-term liabilities
|
18.4
|
|
|
—
|
|
|
240.4
|
|
|
(18.0
|
)
|
|
240.8
|
|
|||||
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
||||||||||
Redeemable noncontrolling interests
|
—
|
|
|
—
|
|
|
130.4
|
|
|
—
|
|
|
130.4
|
|
|||||
Total Diebold Nixdorf, Incorporated shareholders' equity
|
(149.7
|
)
|
|
565.3
|
|
|
2,175.7
|
|
|
(2,741.0
|
)
|
|
(149.7
|
)
|
|||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
26.8
|
|
|
—
|
|
|
26.8
|
|
|||||
Total liabilities and equity
|
$
|
3,627.0
|
|
|
$
|
629.2
|
|
|
$
|
4,041.3
|
|
|
$
|
(4,017.0
|
)
|
|
$
|
4,280.5
|
|
|
Parent
|
|
Combined
Guarantor
Subsidiaries
|
|
Combined
Non-Guarantor
Subsidiaries
|
|
Reclassifications/
Eliminations
|
|
Consolidated
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
1,206.4
|
|
|
$
|
0.2
|
|
|
$
|
3,598.7
|
|
|
$
|
(396.6
|
)
|
|
$
|
4,408.7
|
|
Cost of sales
|
962.2
|
|
|
0.8
|
|
|
2,752.7
|
|
|
(374.1
|
)
|
|
3,341.6
|
|
|||||
Gross profit (loss)
|
244.2
|
|
|
(0.6
|
)
|
|
846.0
|
|
|
(22.5
|
)
|
|
1,067.1
|
|
|||||
Selling and administrative expense
|
350.9
|
|
|
4.4
|
|
|
553.5
|
|
|
—
|
|
|
908.8
|
|
|||||
Research, development and engineering expense
|
6.7
|
|
|
33.4
|
|
|
127.1
|
|
|
(20.1
|
)
|
|
147.1
|
|
|||||
Impairment of assets
|
5.1
|
|
|
—
|
|
|
25.1
|
|
|
—
|
|
|
30.2
|
|
|||||
(Gain) loss on sale of assets, net
|
(6.3
|
)
|
|
0.2
|
|
|
13.7
|
|
|
—
|
|
|
7.6
|
|
|||||
|
356.4
|
|
|
38.0
|
|
|
719.4
|
|
|
(20.1
|
)
|
|
1,093.7
|
|
|||||
Operating loss
|
(112.2
|
)
|
|
(38.6
|
)
|
|
126.6
|
|
|
(2.4
|
)
|
|
(26.6
|
)
|
|||||
Other income (expense)
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income
|
2.1
|
|
|
—
|
|
|
7.2
|
|
|
—
|
|
|
9.3
|
|
|||||
Interest expense
|
(190.1
|
)
|
|
—
|
|
|
(12.8
|
)
|
|
—
|
|
|
(202.9
|
)
|
|||||
Foreign exchange (loss) gain, net
|
1.0
|
|
|
(0.1
|
)
|
|
(6.0
|
)
|
|
—
|
|
|
(5.1
|
)
|
|||||
Miscellaneous, net
|
92.7
|
|
|
1.3
|
|
|
(95.6
|
)
|
|
(2.0
|
)
|
|
(3.6
|
)
|
|||||
Loss from continuing operations before taxes
|
(206.5
|
)
|
|
(37.4
|
)
|
|
19.4
|
|
|
(4.4
|
)
|
|
(228.9
|
)
|
|||||
Income tax (benefit) expense
|
105.3
|
|
|
(7.8
|
)
|
|
21.8
|
|
|
(2.6
|
)
|
|
116.7
|
|
|||||
Equity in (loss) earnings of unconsolidated subsidiaries, net
|
(29.5
|
)
|
|
—
|
|
|
1.0
|
|
|
29.5
|
|
|
1.0
|
|
|||||
Net (loss) income
|
(341.3
|
)
|
|
(29.6
|
)
|
|
(1.4
|
)
|
|
27.7
|
|
|
(344.6
|
)
|
|||||
Loss attributable to noncontrolling interests, net of tax
|
—
|
|
|
—
|
|
|
(3.3
|
)
|
|
—
|
|
|
(3.3
|
)
|
|||||
Net (loss) income attributable to Diebold Nixdorf, Incorporated
|
$
|
(341.3
|
)
|
|
$
|
(29.6
|
)
|
|
$
|
1.9
|
|
|
$
|
27.7
|
|
|
$
|
(341.3
|
)
|
Comprehensive (loss) income
|
$
|
(412.3
|
)
|
|
$
|
(29.6
|
)
|
|
$
|
(89.4
|
)
|
|
$
|
114.3
|
|
|
$
|
(417.0
|
)
|
Less: comprehensive loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(4.7
|
)
|
|
—
|
|
|
(4.7
|
)
|
|||||
Comprehensive (loss) income attributable to Diebold Nixdorf, Incorporated
|
$
|
(412.3
|
)
|
|
$
|
(29.6
|
)
|
|
$
|
(84.7
|
)
|
|
$
|
114.3
|
|
|
$
|
(412.3
|
)
|
|
Parent
|
|
Combined
Guarantor
Subsidiaries
|
|
Combined
Non-Guarantor
Subsidiaries
|
|
Reclassifications/
Eliminations
|
|
Consolidated
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
1,210.2
|
|
|
$
|
0.5
|
|
|
$
|
3,761.2
|
|
|
$
|
(393.3
|
)
|
|
$
|
4,578.6
|
|
Cost of sales
|
1,045.4
|
|
|
1.9
|
|
|
3,000.6
|
|
|
(368.1
|
)
|
|
3,679.8
|
|
|||||
Gross profit (loss)
|
164.8
|
|
|
(1.4
|
)
|
|
760.6
|
|
|
(25.2
|
)
|
|
898.8
|
|
|||||
Selling and administrative expense
|
306.6
|
|
|
4.9
|
|
|
582.0
|
|
|
—
|
|
|
893.5
|
|
|||||
Research, development and engineering expense
|
2.8
|
|
|
44.6
|
|
|
133.0
|
|
|
(23.0
|
)
|
|
157.4
|
|
|||||
Impairment of assets
|
—
|
|
|
—
|
|
|
180.2
|
|
|
—
|
|
|
180.2
|
|
|||||
Loss on sale of assets, net
|
(3.4
|
)
|
|
0.1
|
|
|
(3.4
|
)
|
|
—
|
|
|
(6.7
|
)
|
|||||
|
306.0
|
|
|
49.6
|
|
|
891.8
|
|
|
(23.0
|
)
|
|
1,224.4
|
|
|||||
Operating loss
|
(141.2
|
)
|
|
(51.0
|
)
|
|
(131.2
|
)
|
|
(2.2
|
)
|
|
(325.6
|
)
|
|||||
Other income (expense)
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income
|
0.3
|
|
|
0.1
|
|
|
8.3
|
|
|
—
|
|
|
8.7
|
|
|||||
Interest expense
|
(140.7
|
)
|
|
—
|
|
|
(14.2
|
)
|
|
—
|
|
|
(154.9
|
)
|
|||||
Foreign exchange loss, net
|
(17.3
|
)
|
|
(0.2
|
)
|
|
15.0
|
|
|
—
|
|
|
(2.5
|
)
|
|||||
Miscellaneous, net
|
36.4
|
|
|
1.3
|
|
|
(41.7
|
)
|
|
—
|
|
|
(4.0
|
)
|
|||||
Loss from continuing operations before taxes
|
(262.5
|
)
|
|
(49.8
|
)
|
|
(163.8
|
)
|
|
(2.2
|
)
|
|
(478.3
|
)
|
|||||
Income tax (benefit) expense
|
18.8
|
|
|
(10.2
|
)
|
|
28.6
|
|
|
—
|
|
|
37.2
|
|
|||||
Equity in (loss) earnings of unconsolidated subsidiaries, net
|
(250.1
|
)
|
|
—
|
|
|
(13.2
|
)
|
|
250.1
|
|
|
(13.2
|
)
|
|||||
Net (loss) income
|
(531.4
|
)
|
|
(39.6
|
)
|
|
(205.6
|
)
|
|
247.9
|
|
|
(528.7
|
)
|
|||||
Income attributable to noncontrolling interests, net of tax
|
—
|
|
|
—
|
|
|
2.7
|
|
|
—
|
|
|
2.7
|
|
|||||
Net (loss) income attributable to Diebold Nixdorf, Incorporated
|
$
|
(531.4
|
)
|
|
$
|
(39.6
|
)
|
|
$
|
(208.3
|
)
|
|
$
|
247.9
|
|
|
$
|
(531.4
|
)
|
Comprehensive (loss) income
|
$
|
(639.4
|
)
|
|
$
|
(39.6
|
)
|
|
$
|
(302.6
|
)
|
|
$
|
341.0
|
|
|
$
|
(640.6
|
)
|
Less: comprehensive income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(1.2
|
)
|
|
—
|
|
|
(1.2
|
)
|
|||||
Comprehensive (loss) income attributable to Diebold Nixdorf, Incorporated
|
$
|
(639.4
|
)
|
|
$
|
(39.6
|
)
|
|
$
|
(301.4
|
)
|
|
$
|
341.0
|
|
|
$
|
(639.4
|
)
|
|
Parent
|
|
Combined
Guarantor
Subsidiaries
|
|
Combined
Non-Guarantor
Subsidiaries
|
|
Reclassifications/
Eliminations
|
|
Consolidated
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
1,126.4
|
|
|
$
|
7.4
|
|
|
$
|
3,480.6
|
|
|
$
|
(5.1
|
)
|
|
$
|
4,609.3
|
|
Cost of sales
|
902.0
|
|
|
12.3
|
|
|
2,700.3
|
|
|
(5.1
|
)
|
|
3,609.5
|
|
|||||
Gross profit (loss)
|
224.4
|
|
|
(4.9
|
)
|
|
780.3
|
|
|
—
|
|
|
999.8
|
|
|||||
Selling and administrative expense
|
283.8
|
|
|
10.5
|
|
|
639.4
|
|
|
—
|
|
|
933.7
|
|
|||||
Research, development and engineering expense
|
3.1
|
|
|
40.6
|
|
|
111.8
|
|
|
—
|
|
|
155.5
|
|
|||||
Impairment of assets
|
3.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.1
|
|
|||||
Loss on sale of assets, net
|
0.5
|
|
|
0.4
|
|
|
0.1
|
|
|
—
|
|
|
1.0
|
|
|||||
|
290.5
|
|
|
51.5
|
|
|
751.3
|
|
|
—
|
|
|
1,093.3
|
|
|||||
Operating loss (income)
|
(66.1
|
)
|
|
(56.4
|
)
|
|
29.0
|
|
|
—
|
|
|
(93.5
|
)
|
|||||
Other income (expense)
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income
|
2.3
|
|
|
0.2
|
|
|
17.8
|
|
|
—
|
|
|
20.3
|
|
|||||
Interest expense
|
(108.7
|
)
|
|
—
|
|
|
(8.6
|
)
|
|
—
|
|
|
(117.3
|
)
|
|||||
Foreign exchange loss, net
|
(0.5
|
)
|
|
(0.1
|
)
|
|
(3.3
|
)
|
|
—
|
|
|
(3.9
|
)
|
|||||
Miscellaneous, net
|
6.2
|
|
|
7.7
|
|
|
(11.1
|
)
|
|
(0.3
|
)
|
|
2.5
|
|
|||||
Loss from continuing operations before taxes
|
(166.8
|
)
|
|
(48.6
|
)
|
|
23.8
|
|
|
(0.3
|
)
|
|
(191.9
|
)
|
|||||
Income (benefit) tax expense
|
36.1
|
|
|
(15.5
|
)
|
|
7.7
|
|
|
—
|
|
|
28.3
|
|
|||||
Equity in (loss) earnings of unconsolidated subsidiaries, net
|
(38.6
|
)
|
|
—
|
|
|
6.3
|
|
|
38.6
|
|
|
6.3
|
|
|||||
Net (loss) income
|
(241.5
|
)
|
|
(33.1
|
)
|
|
22.4
|
|
|
38.3
|
|
|
(213.9
|
)
|
|||||
Income attributable to noncontrolling interests, net of tax
|
—
|
|
|
—
|
|
|
27.6
|
|
|
—
|
|
|
27.6
|
|
|||||
Net (loss) income attributable to Diebold Nixdorf, Incorporated
|
$
|
(241.5
|
)
|
|
$
|
(33.1
|
)
|
|
$
|
(5.2
|
)
|
|
$
|
38.3
|
|
|
$
|
(241.5
|
)
|
Comprehensive (loss) income
|
$
|
(96.5
|
)
|
|
$
|
(33.1
|
)
|
|
$
|
193.7
|
|
|
$
|
(127.1
|
)
|
|
$
|
(63.0
|
)
|
Less: comprehensive income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
33.5
|
|
|
—
|
|
|
33.5
|
|
|||||
Comprehensive (loss) income attributable to Diebold Nixdorf, Incorporated
|
$
|
(96.5
|
)
|
|
$
|
(33.1
|
)
|
|
$
|
160.2
|
|
|
$
|
(127.1
|
)
|
|
$
|
(96.5
|
)
|
|
Parent
|
|
Combined
Guarantor
Subsidiaries
|
|
Combined
Non-Guarantor
Subsidiaries
|
|
Reclassifications/
Eliminations
|
|
Consolidated
|
||||||||||
Net cash (used) provided by operating activities
|
$
|
97.6
|
|
|
$
|
(37.3
|
)
|
|
$
|
75.5
|
|
|
$
|
—
|
|
|
$
|
135.8
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flow from investing activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
(5.3
|
)
|
|
—
|
|
|
(37.6
|
)
|
|
—
|
|
|
(42.9
|
)
|
|||||
Proceeds from maturities of investments
|
—
|
|
|
—
|
|
|
241.7
|
|
|
—
|
|
|
241.7
|
|
|||||
Payments for purchases of investments
|
—
|
|
|
—
|
|
|
(222.2
|
)
|
|
—
|
|
|
(222.2
|
)
|
|||||
Proceeds from divestitures and the sale of assets
|
21.4
|
|
|
—
|
|
|
8.5
|
|
|
—
|
|
|
29.9
|
|
|||||
Decrease in certain other assets
|
(9.8
|
)
|
|
—
|
|
|
(3.5
|
)
|
|
—
|
|
|
(13.3
|
)
|
|||||
Capital contributions and loans paid
|
(47.0
|
)
|
|
—
|
|
|
—
|
|
|
47.0
|
|
|
—
|
|
|||||
Proceeds from intercompany loans
|
13.1
|
|
|
—
|
|
|
—
|
|
|
(13.1
|
)
|
|
—
|
|
|||||
Net cash (used) provided by investing activities
|
(27.6
|
)
|
|
—
|
|
|
(13.1
|
)
|
|
33.9
|
|
|
(6.8
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flow from financing activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Debt issuance costs
|
(12.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12.6
|
)
|
|||||
Revolving debt repayments, net
|
(110.0
|
)
|
|
—
|
|
|
(15.0
|
)
|
|
—
|
|
|
(125.0
|
)
|
|||||
Other debt borrowings
|
374.3
|
|
|
—
|
|
|
23.5
|
|
|
—
|
|
|
397.8
|
|
|||||
Other debt repayments
|
(333.9
|
)
|
|
(0.1
|
)
|
|
(41.7
|
)
|
|
—
|
|
|
(375.7
|
)
|
|||||
Distribution to noncontrolling interest holders
|
—
|
|
|
—
|
|
|
(98.1
|
)
|
|
—
|
|
|
(98.1
|
)
|
|||||
Other
|
(1.5
|
)
|
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
|
(1.9
|
)
|
|||||
Capital contributions received and loans incurred
|
—
|
|
|
46.5
|
|
|
0.5
|
|
|
(47.0
|
)
|
|
—
|
|
|||||
Payments on intercompany loans
|
—
|
|
|
(10.0
|
)
|
|
(3.1
|
)
|
|
13.1
|
|
|
—
|
|
|||||
Net cash provided (used) by financing activities
|
(83.7
|
)
|
|
36.4
|
|
|
(134.3
|
)
|
|
(33.9
|
)
|
|
(215.5
|
)
|
|||||
Effect of exchange rate changes on cash
|
—
|
|
|
—
|
|
|
(1.1
|
)
|
|
—
|
|
|
(1.1
|
)
|
|||||
Decrease in cash, cash equivalents and restricted cash
|
(13.7
|
)
|
|
(0.9
|
)
|
|
(73.0
|
)
|
|
—
|
|
|
(87.6
|
)
|
|||||
Add: Cash included in assets held for sale at beginning of year
|
—
|
|
|
—
|
|
|
7.3
|
|
|
—
|
|
|
7.3
|
|
|||||
Less: Cash included in assets held for sale at end of year
|
—
|
|
|
—
|
|
|
97.2
|
|
|
—
|
|
|
97.2
|
|
|||||
Cash, cash equivalents and restricted cash at the beginning of the year
|
17.3
|
|
|
2.7
|
|
|
438.4
|
|
|
—
|
|
|
458.4
|
|
|||||
Cash, cash equivalents and restricted cash at the end of the year
|
$
|
3.6
|
|
|
$
|
1.8
|
|
|
$
|
275.5
|
|
|
$
|
—
|
|
|
$
|
280.9
|
|
|
Parent
|
|
Combined
Guarantor
Subsidiaries
|
|
Combined
Non-Guarantor
Subsidiaries
|
|
Reclassifications/
Eliminations
|
|
Consolidated
|
||||||||||
Net cash (used) provided by operating activities
|
$
|
(67.8
|
)
|
|
$
|
(37.7
|
)
|
|
$
|
1.4
|
|
|
$
|
—
|
|
|
$
|
(104.1
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flow from investing activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
(6.5
|
)
|
|
(0.1
|
)
|
|
(51.9
|
)
|
|
—
|
|
|
(58.5
|
)
|
|||||
Payments for acquisitions, net of cash acquired
|
—
|
|
|
—
|
|
|
(5.9
|
)
|
|
—
|
|
|
(5.9
|
)
|
|||||
Proceeds from maturities of investments
|
71.2
|
|
|
—
|
|
|
246.6
|
|
|
—
|
|
|
317.8
|
|
|||||
Payments for purchases of investments
|
—
|
|
|
—
|
|
|
(200.2
|
)
|
|
—
|
|
|
(200.2
|
)
|
|||||
Proceeds from divestitures and the sale of assets
|
6.7
|
|
|
—
|
|
|
4.4
|
|
|
—
|
|
|
11.1
|
|
|||||
Decrease in certain other assets
|
(5.8
|
)
|
|
—
|
|
|
(24.1
|
)
|
|
—
|
|
|
(29.9
|
)
|
|||||
Capital contributions and loans paid
|
(503.2
|
)
|
|
—
|
|
|
—
|
|
|
503.2
|
|
|
—
|
|
|||||
Proceeds from intercompany loans
|
29.2
|
|
|
—
|
|
|
—
|
|
|
(29.2
|
)
|
|
—
|
|
|||||
Net cash (used) provided by investing activities
|
(408.4
|
)
|
|
(0.1
|
)
|
|
(31.1
|
)
|
|
474.0
|
|
|
34.4
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flow from financing activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends paid
|
(7.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7.7
|
)
|
|||||
Debt issuance costs
|
(39.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(39.4
|
)
|
|||||
Revolving debt borrowings (repayments), net
|
110.0
|
|
|
—
|
|
|
(60.0
|
)
|
|
—
|
|
|
50.0
|
|
|||||
Other debt borrowings
|
660.0
|
|
|
—
|
|
|
65.9
|
|
|
—
|
|
|
725.9
|
|
|||||
Other debt repayments
|
(284.9
|
)
|
|
(0.3
|
)
|
|
(52.5
|
)
|
|
—
|
|
|
(337.7
|
)
|
|||||
Distribution to noncontrolling interest holders
|
—
|
|
|
—
|
|
|
(377.2
|
)
|
|
—
|
|
|
(377.2
|
)
|
|||||
Repurchase of common shares
|
(3.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.0
|
)
|
|||||
Capital contributions received and loans incurred
|
—
|
|
|
59.0
|
|
|
444.2
|
|
|
(503.2
|
)
|
|
—
|
|
|||||
Payments on intercompany loans
|
—
|
|
|
(20.5
|
)
|
|
(8.7
|
)
|
|
29.2
|
|
|
—
|
|
|||||
Net cash provided (used) by financing activities
|
435.0
|
|
|
38.2
|
|
|
11.7
|
|
|
(474.0
|
)
|
|
10.9
|
|
|||||
Effect of exchange rate changes on cash
|
—
|
|
|
—
|
|
|
(18.7
|
)
|
|
—
|
|
|
(18.7
|
)
|
|||||
(Decrease) increase in cash, cash equivalents and restricted cash
|
(41.2
|
)
|
|
0.4
|
|
|
(36.7
|
)
|
|
—
|
|
|
(77.5
|
)
|
|||||
Less: Cash included in assets held for sale at end of year
|
—
|
|
|
—
|
|
|
7.3
|
|
|
—
|
|
|
7.3
|
|
|||||
Cash, cash equivalents and restricted cash at the beginning of the year
|
58.5
|
|
|
2.3
|
|
|
482.4
|
|
|
—
|
|
|
543.2
|
|
|||||
Cash, cash equivalents and restricted cash at the end of the year
|
$
|
17.3
|
|
|
$
|
2.7
|
|
|
$
|
438.4
|
|
|
$
|
—
|
|
|
$
|
458.4
|
|
|
Parent
|
|
Combined
Guarantor
Subsidiaries
|
|
Combined
Non-Guarantor
Subsidiaries
|
|
Reclassifications/
Eliminations
|
|
Consolidated
|
||||||||||
Net cash (used) provided by operating activities
|
$
|
(43.9
|
)
|
|
$
|
(41.6
|
)
|
|
$
|
122.6
|
|
|
$
|
—
|
|
|
$
|
37.1
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flow from investing activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
(13.0
|
)
|
|
(0.1
|
)
|
|
(56.3
|
)
|
|
—
|
|
|
(69.4
|
)
|
|||||
Payments for acquisitions, net of cash acquired
|
—
|
|
|
—
|
|
|
(5.6
|
)
|
|
—
|
|
|
(5.6
|
)
|
|||||
Proceeds from maturities of investments
|
—
|
|
|
—
|
|
|
296.2
|
|
|
—
|
|
|
296.2
|
|
|||||
Payments for purchases of investments
|
(14.0
|
)
|
|
—
|
|
|
(315.8
|
)
|
|
—
|
|
|
(329.8
|
)
|
|||||
Proceeds from divestitures and the sale of assets
|
4.6
|
|
|
—
|
|
|
16.3
|
|
|
—
|
|
|
20.9
|
|
|||||
(Decrease) increase in certain other assets
|
(43.0
|
)
|
|
11.8
|
|
|
(1.9
|
)
|
|
—
|
|
|
(33.1
|
)
|
|||||
Capital contributions and loans paid
|
(114.5
|
)
|
|
—
|
|
|
—
|
|
|
114.5
|
|
|
—
|
|
|||||
Proceeds from intercompany loans
|
210.7
|
|
|
—
|
|
|
—
|
|
|
(210.7
|
)
|
|
—
|
|
|||||
Net cash provided (used) by investing activities
|
30.8
|
|
|
11.7
|
|
|
(67.1
|
)
|
|
(96.2
|
)
|
|
(120.8
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flow from financing activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends paid
|
(30.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(30.6
|
)
|
|||||
Debt issuance costs
|
(1.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.1
|
)
|
|||||
Revolving debt borrowings, net
|
—
|
|
|
—
|
|
|
75.0
|
|
|
—
|
|
|
75.0
|
|
|||||
Other debt borrowings
|
323.3
|
|
|
—
|
|
|
50.8
|
|
|
—
|
|
|
374.1
|
|
|||||
Other debt repayments
|
(354.2
|
)
|
|
(1.2
|
)
|
|
(103.4
|
)
|
|
—
|
|
|
(458.8
|
)
|
|||||
Distribution to noncontrolling interest holders
|
—
|
|
|
—
|
|
|
(17.6
|
)
|
|
—
|
|
|
(17.6
|
)
|
|||||
Issuance of common shares
|
0.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|||||
Repurchase of common shares
|
(5.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5.0
|
)
|
|||||
Capital contributions received and loans incurred
|
—
|
|
|
67.1
|
|
|
47.4
|
|
|
(114.5
|
)
|
|
—
|
|
|||||
Payments on intercompany loans
|
—
|
|
|
(36.0
|
)
|
|
(174.7
|
)
|
|
210.7
|
|
|
—
|
|
|||||
Net cash (used) provided by financing activities
|
(67.3
|
)
|
|
29.9
|
|
|
(122.5
|
)
|
|
96.2
|
|
|
(63.7
|
)
|
|||||
Effect of exchange rate changes on cash
|
—
|
|
|
—
|
|
|
37.9
|
|
|
—
|
|
|
37.9
|
|
|||||
Decrease in cash, cash equivalents and restricted cash
|
(80.4
|
)
|
|
—
|
|
|
(29.1
|
)
|
|
—
|
|
|
(109.5
|
)
|
|||||
Cash, cash equivalents and restricted cash at the beginning of the year
|
138.9
|
|
|
2.3
|
|
|
511.5
|
|
|
—
|
|
|
652.7
|
|
|||||
Cash, cash equivalents and restricted cash at the end of the year
|
$
|
58.5
|
|
|
$
|
2.3
|
|
|
$
|
482.4
|
|
|
$
|
—
|
|
|
$
|
543.2
|
|
(a)
|
MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
|
(b)
|
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
|
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
|
Name, Age, Title and Year Elected to Present Office
|
|
Other Positions Held Last Five Years
|
Gerrard B. Schmid - 51
President and Chief Executive Officer
Year elected: 2018 |
|
2012-February 2018: Chief Executive Officer and Director of D+H Corporation (global payments and technology provider)
|
Jeffrey L. Rutherford - 59
Senior Vice President, Chief Financial Officer
Year elected: 2019 |
|
October 2018-January 2019: Interim Chief Financial Officer for Diebold Nixdorf, Incorporated; 2017-October 2018: Chairman, Interim President and Interim Chief Executive Officer for Edgewater Technology, Inc. (technology consulting firm); 2014-2016: Vice President and Chief Financial Officer for Ferro Corporation (international coatings manufacturing)
|
Jonathan B. Leiken — 48
Senior Vice President, Chief Legal Officer and General Counsel Year elected: 2014 |
|
2008-May 2014: Partner, Jones Day (global legal services)
|
Alan Kerr — 63
Senior Vice President, Software
Year elected: 2016
|
|
2014-August 2016: Executive Vice President, Software Solutions for Diebold, Incorporated
|
Olaf Heyden — 56
Senior Vice President, Services
Year elected: 2016
|
|
2013-August 2016: Executive Vice President, Software and Services, and a member of the executive board for Wincor Nixdorf AG
|
Ulrich Näher — 54
Senior Vice President, Systems
Year elected: 2016
|
|
March 2016-August 2016: Executive Vice President of Systems Business and member of the board of directors for Wincor Nixdorf AG; 2015-March 2016: Senior Vice President of Research and Development at Wincor Nixdorf AG; 2006-2015: Senior Partner at McKinsey and Company (management and consulting)
|
Plan Category
|
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)
|
|
Weighted-average exercise price of outstanding options, warrants and rights (b)
|
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
|
||||
Equity compensation plans approved by security holders
|
|
|
|
|
|
|
||||
Stock options
|
|
2,379,062
|
|
|
$
|
14.89
|
|
|
N/A
|
|
Restricted stock units
|
|
2,155,722
|
|
|
N/A
|
|
|
N/A
|
|
|
Performance shares
|
|
2,251,021
|
|
|
N/A
|
|
|
N/A
|
|
|
Non-employee director deferred shares
|
|
30,700
|
|
|
N/A
|
|
|
N/A
|
|
|
Deferred compensation
|
|
815
|
|
|
N/A
|
|
|
N/A
|
|
|
Total equity compensation plans approved by security holders
|
|
6,817,320
|
|
|
$
|
14.89
|
|
|
4,100,000
|
|
|
|
|
|
|
|
|
||||
In column (b), the weighted-average exercise price is only applicable to stock options. In column (c), the number of securities remaining available for future issuance for stock options, restricted stock units, performance shares and non-employee director deferred shares is approved in total and not individually.
|
•
|
Reports of Independent Registered Public Accounting Firm
|
•
|
Consolidated Balance Sheets at December 31, 2019 and 2018
|
•
|
Consolidated Statements of Operations for the Years Ended December 31, 2019, 2018 and 2017
|
•
|
Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2019, 2018 and 2017
|
•
|
Consolidated Statements of Equity for the Years Ended December 31, 2019, 2018 and 2017
|
•
|
Consolidated Statements of Cash Flows for the Years Ended December 31, 2019, 2018 and 2017
|
•
|
Notes to Consolidated Financial Statements
|
*
|
Reflects management contract or other compensatory arrangement required to be filed as an exhibit pursuant to Item 15(b) of this annual report on Form 10-K.
|
Signature
|
Title
|
Date
|
||
|
|
|
||
/s/ Gerrard B. Schmid
|
President and Chief Executive Officer
(Principal Executive Officer)
|
February 26, 2020
|
||
Gerrard B. Schmid
|
|
|||
|
|
|
|
|
/s/ Jeffrey Rutherford
|
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
|
February 26, 2020
|
||
Jeffrey Rutherford
|
|
|||
|
|
|
|
|
/s/ James Barna
|
Vice President and Chief Accounting Officer
(Principal Accounting Officer)
|
February 26, 2020
|
||
James Barna
|
|
|||
|
|
|
|
|
*
|
Director
|
|
February 26, 2020
|
|
Patrick W. Allender
|
|
|
|
|
|
|
|
|
|
*
|
Director
|
|
February 26, 2020
|
|
Arthur F. Anton
|
|
|
|
|
|
|
|
|
|
*
|
Director
|
|
February 26, 2020
|
|
Bruce Besanko
|
|
|
|
|
|
|
|
|
|
*
|
Director
|
|
February 26, 2020
|
|
Reynolds C. Bish
|
|
|
|
|
|
|
|
|
|
*
|
Director
|
|
February 26, 2020
|
|
Ellen M. Costello
|
|
|
|
|
|
|
|
|
|
*
|
Director
|
|
February 26, 2020
|
|
Phillip R. Cox
|
|
|
|
|
|
|
|
|
|
*
|
Director
|
|
February 26, 2020
|
|
Alexander Dibelius
|
|
|
|
|
|
|
|
|
|
*
|
Director
|
|
February 26, 2020
|
|
Dieter Duesedau
|
|
|
|
|
|
|
|
|
|
*
|
Director
|
|
February 26, 2020
|
|
Matthew Goldfarb
|
|
|
|
|
|
|
|
|
|
*
|
Director
|
|
February 26, 2020
|
|
Gary G. Greenfield
|
|
|
|
|
|
|
|
|
|
*
|
Director
|
|
February 26, 2020
|
|
Kent M. Stahl
|
|
|
|
*
|
The undersigned, by signing his name hereto, does sign and execute this Annual Report on Form 10-K pursuant to the Powers of Attorney executed by the above-named officers and directors of the Registrant and filed with the Securities and Exchange Commission on behalf of such officers and directors.
|
•
|
cast one vote for each Common Share held on all matters presented to the shareholders;
|
•
|
receive dividends if and as declared by the Company’s Board of Directors from funds legally available therefor, subject to the rights of holders of the Serial Preferred Shares, if any; and
|
•
|
share ratably in the Company’s net assets, legally available to the Company’s shareholders in the event of the Company’s dissolution, liquidation or winding up, after provision for distribution to the holders of any Serial Preferred Shares and to the payment in full of all amounts required to be paid to creditors or provision for such payment.
|
•
|
to elect two (2) members of the Board of Directors, if the Company is in default in the payment of six (6) quarterly dividends;
|
•
|
to approve any amendment to the Articles or Regulations that adversely affects the voting power, rights or preferences of the holders of the Serial Preferred Shares;
|
•
|
to authorize the creation of; or increase, any class of securities ranking prior to the Serial Preferred Shares; and
|
•
|
to approve the redemption of less than all of the then outstanding Serial Preferred Shares.
|
•
|
receive cumulative quarterly dividends, when and as declared by the Board of Directors in an amount per share equal to the greater of: (i) $1.00 per share or (ii) subject to the provisions for adjustment set forth in the Articles, 1,000 times the aggregate per share amount of all cash dividends, and 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, on the Common Shares; and
|
•
|
receive a preferred distribution in the event of the Company’s dissolution, liquidation or winding up, after the payment in full of all amounts required to be paid to creditors or provision for such payment. Series A Shares are not redeemable or convertible into Common Shares.
|
•
|
the articles of incorporation expressly provide that the corporation is not subject to the statute; or
|
•
|
the board of directors of the corporation approves the chapter 1704 transaction or the acquisition of shares before the date the shares were acquired.
|
(i)
|
Sales, including (i) net sales, (ii) unit sales volume, and (iii) aggregate product price;
|
(ii)
|
Share price, including (i) market price per share, and (ii) share price appreciation;
|
(iii)
|
Earnings, including (i) earnings per share, reflecting dilution of shares, (ii) gross or pre-tax profits, (iii) post-tax profits, (iv) operating profit, (v) contribution profit, (vi) earnings net of or including dividends, (vii) earnings net of or including the after-tax cost of capital, (viii) earnings before (or after) interest and taxes (“EBIT”), (ix) earnings per share from continuing operations, diluted or basic, (x) earnings before (or after) interest, taxes, depreciation and amortization (“EBITDA”), (xi) pre-tax operating earnings after interest and before incentives, service fees and extraordinary or special items, (xii) operating earnings, (xiii) growth in earnings or growth in earnings per share, (xiv) total earnings;
|
(iv)
|
Return on equity, including (i) return on equity, (ii) return on invested capital, (iii) return or net return on assets, (iv) return on net assets, (v) return on equity, (vi) return on gross sales, (vii) return on investment, (viii) return on capital, (ix) return on invested capital, (x) return on committed capital, (xi) financial return ratios, (xii) value of assets, and (xiii) change in assets;
|
(v)
|
Cash flow(s), including (i) operating cash flow, (ii) net cash flow, (iii) free cash flow, (iv) cash flow on investment, (v) levered free cash flow, and (vi) unlevered free cash flow;
|
(vi)
|
Revenue, including (i) gross or net revenue, and (ii) changes in annual revenues;
|
(vii)
|
Margins, including (i) adjusted pre-tax margin, and (ii) operating margins;
|
(viii)
|
Income, including (i) net income, and (ii) consolidated net income;
|
(ix)
|
Economic value added;
|
(x)
|
Costs, including (i) operating or administrative expenses, (ii) operating expenses as a percentage of revenue, (iii) general and administrative expenses as a percentage of revenue, (iv) expense or cost levels, (v) reduction of losses, loss ratios or expense ratios, (vi) reduction in fixed costs, (vii) expense reduction levels, (viii) operating cost management, and (ix) cost of capital;
|
(xi)
|
Financial ratings, including (i) credit rating, (ii) capital expenditures, (iii) debt, (iv) debt reduction, (v) working capital, (vi) average invested capital, and (vii) attainment of balance sheet or income statement objectives;
|
(xii)
|
Market or category share, including (i) market share, (ii) volume, (iii) unit sales volume, and (iv) market share or market penetration with respect to specific designated products or product groups and/or specific geographic areas;
|
(xiii)
|
Shareholder return, including (i) total shareholder return, stockholder return based on growth measures or the attainment of a specified share price for a specified period of time, and (ii) dividends; and
|
(xiv)
|
Objective nonfinancial performance criteria measuring either (i) regulatory compliance, (ii) productivity and productivity improvements, (iii) inventory turnover, average inventory turnover or inventory controls, (iv) net asset turnover, (v) customer satisfaction based on specified objective goals or company-sponsored customer surveys, (vi) employee satisfaction based on specified objective goals or company-sponsored employee surveys, (vii) objective employee diversity goals, (viii) employee turnover, (ix) specified objective environmental goals, (x) specified objective social goals, (xi) specified objective goals in corporate ethics and integrity, (xii) specified objective safety goals, (xiii) specified objective business expansion goals or goals relating to acquisitions or divestitures, and (xiv) succession plan development and implementation.
|
(i)
|
For purposes of this Plan, there shall be no Termination for Cause pursuant to subsections (a) through (h) above, unless a written notice, containing a detailed description of the grounds constituting cause hereunder, is delivered to the Eligible Executive stating the basis for the termination. Upon receipt of such notice, the Eligible Executive shall be given thirty (30) days to fully cure (if such violation, neglect, or conduct is capable of cure) the violation, neglect, or conduct that is the basis of such claim.
|
(ii)
|
For purposes of this definition, no act or omission by the Eligible Executive shall be considered “willful” unless it is done or omitted in bad faith or without reasonable belief that the Eligible Executive’s action or omission was in the best interests of the Corporation. Any act or failure to act based upon: (a) authority given pursuant to a resolution duly adopted by the Board; or (b) advice of counsel for the Corporation, shall be conclusively presumed to be done or omitted to be done by the Eligible Executive in good faith and in the best interests of the Corporation.
|
(iii)
|
As used herein, “disability” shall have the meaning set forth in the definition of Disability in the Corporation’s Amended and Restated 2017 Equity and Performance Incentive Plan.
|
Domestic
|
Jurisdiction under which organized
|
Percent of voting securities owned by Registrant
|
Aevi US Incorporated
|
Georgia
|
82.7%(49)
|
Diebold Global Finance Corporation
|
Delaware
|
100%
|
Diebold Holding Company, Inc.
|
Delaware
|
100%
|
Diebold Latin America Holding Company, LLC
|
Delaware
|
100%
|
Diebold Mexico Holding Company, Inc.
|
Delaware
|
100%(1)
|
Diebold Self-Service Systems
|
New York
|
100%(2)
|
Diebold Software Solutions, Inc.
|
Delaware
|
100%
|
Diebold SST Holding Company, Inc.
|
Delaware
|
100%
|
VDM Holding Company, Inc.
|
Delaware
|
100%
|
|
|
|
International
|
Jurisdiction under which organized
|
Percent of voting securities owned by Registrant
|
Aevi CZ s.r.o
|
Czech Republic
|
82.7%(49)
|
Aevi International GmbH
|
Germany
|
82.7%(48)
|
Aevi UK Ltd.
|
United Kingdom
|
82.7%(49)
|
Aisino Wincor Manufacturing (Shanghai) Co. Ltd.
|
China
|
43.56%(46)
|
Aisino Wincor Engineering Pte. Ltd.
|
Singapore
|
43.56%(46)
|
Aisino-Wincor Retail & Banking Syst. (Shanghai) Co. Ltd.
|
China
|
43.56%(44)
|
Bitelco Diebold Chile Limitada
|
Chile
|
100%(20)
|
CI Tech Sensors AG
|
Switzerland
|
100%(4)
|
C.R. Panama, Inc.
|
Panama
|
100%(10)
|
Cable Print B.V.B.A.
|
Belgium
|
100%(37)
|
Cryptera A/S
|
Denmark
|
100%(14)
|
D&G ATMS y Seguridad de Costa Rica Ltda.
|
Costa Rica
|
51%(33)
|
D&G Centroamerica, S. de R.L.
|
Panama
|
51%(29)
|
D&G Centroamerica y GBM de Nicaragua y Compañia Ltda.
|
Nicaragua
|
51%(30)
|
D&G Dominicana S.A.
|
Dominican Republic
|
51%(32)
|
D&G Honduras S. de R.L.
|
Honduras
|
51%(31)
|
D&G Panama S. de R.L.
|
Panama
|
51%(34)
|
DB&G ATMs Seguridad de Guatemala, Limitada
|
Guatemala
|
51%(30)
|
DB & GB de El Salvador Limitada
|
El Salvador
|
51%(30)
|
DCHC, S.A.
|
Panama
|
100%(10)
|
Diebold Africa (Pty) Ltd.
|
South Africa
|
100%(17)
|
Diebold Africa Investment Holdings Pty. Ltd.
|
South Africa
|
100%(4)
|
Diebold Argentina, S.A.
|
Argentina
|
100%(10)
|
Diebold Brasil LTDA
|
Brazil
|
100%(28)
|
Diebold Brasil Servicos de Tecnologia e Participacoes Ltda
|
Brazil
|
100%(22)
|
Diebold Canada Holding Company Inc.
|
Canada
|
100%
|
Diebold Ecuador SA
|
Ecuador
|
100%(18)
|
Diebold Finance Germany GmbH
|
Germany
|
100%(3)
|
Diebold Financial Equipment Company, Ltd.
|
China
|
48.1%(24)
|
Diebold Netherlands B.V.
|
The Netherlands
|
100(5)%
|
Diebold Nixdorf AB
|
Sweden
|
100%(4)
|
Diebold Nixdorf AG
|
Switzerland
|
100%(5)
|
Diebold Nixdorf A/S
|
Denmark
|
100%(4)
|
Diebold Nixdorf AS
|
Norway
|
100%(4)
|
Diebold Nixdorf Australia Pty. Ltd.
|
Australia
|
100%(1)
|
Diebold Nixdorf Banking Services Ltd.
|
United Kingdom
|
100%(35)
|
Diebold Nixdorf BPO Sp. z.o.o.
|
Poland
|
100%(4)
|
Diebold Nixdorf Business Administration Center GmbH
|
Germany
|
100%(4)
|
Diebold Nixdorf B.V.
|
Netherlands
|
100%(4)
|
Diebold Nixdorf B.V.B.A
|
Belgium
|
100%(16)
|
Diebold Nixdorf C.A.
|
Venezuela
|
100%(4)
|
Diebold Nixdorf Canada Limited
|
Canada
|
100%(1)
|
Diebold Nixdorf Colombia, S.A.S.
|
Columbia
|
100%(13)
|
Diebold Nixdorf de Mexico S.A. de C.V.
|
Mexico
|
100%(43)
|
Diebold Nixdorf Deutschland GmbH
|
Germany
|
100%(4)
|
Diebold Nixdorf Dutch Holding B.V.
|
Netherlands
|
100%
|
Diebold Nixdorf EURL
|
Algeria
|
100%(4)
|
Diebold Nixdorf Facility Services GmbH
|
Germany
|
100%(4)
|
Diebold Nixdorf Finance AG
|
Switzerland
|
100%(4)
|
Diebold Nixdorf Finance Malta Holdling Ltd.
|
Malta
|
100%(4)
|
Diebold Nixdorf Finance Malta Ltd.
|
Malta
|
100%(39)
|
Diebold Nixdorf Fuel and Convenience Solutions GmbH
|
Germany
|
100%(4)
|
Diebold Nixdorf Global Holding B.V.
|
Netherlands
|
100%
|
Diebold Nixdorf Global IT Operations GmbH
|
Germany
|
100%(4)
|
Diebold Nixdorf Global Logistics GmbH
|
Germany
|
100%(19)
|
Diebold Nixdorf Global Solutions B.V.
|
Netherlands
|
100%(40)
|
Diebold Nixdorf GmbH
|
Austria
|
100%(1)
|
Diebold Nixdorf Grundstücksverwaltungllmenau GmbH & Co. KG
|
Germany
|
100%(42)
|
Diebold Nixdorf Holidng Germany Inc. & Co. KGaA
|
Germany
|
100%
|
Diebold Nixdorf (Hong Kong) Ltd.
|
Hong Kong
|
100%(4)
|
Diebold Nixdorf India Private Limited
|
India
|
100%(8)
|
Diebold Nixdorf Information Systems S.A.
|
Greece
|
100%(4)
|
Diebold Nixdorf Information Systems (Shanghai) Co. Ltd.
|
China
|
100%(4)
|
Diebold Nixdorf (Ireland) Ltd.
|
Ireland
|
100%(4)
|
Diebold Nixdorf Kft.
|
Hungary
|
100%(4)
|
Diebold Nixdorf Limited
|
Nigeria
|
100%(4)
|
Diebold Nixdorf LLC
|
Russia
|
100%(3)
|
Diebold Nixdorf Logistics GmbH
|
Germany
|
100%(4)
|
Diebold Nixdorf Manufacturing Pte. Ltd.
|
Singapore
|
100%(38)
|
Diebold Nixdorf Middle East FZ-LLC
|
United Arab Emirates
|
100%(4)
|
Diebold Nixdorf Myanmar Limited
|
Myanmar
|
100%(7)
|
Diebold Nixdorf Operations GmbH
|
Germany
|
100%(4)
|
Diebold Nixdorf Oy
|
Finland
|
100%(4)
|
Diebold Nixdorf Philippines, Inc.
|
Philippines
|
100%
|
Diebold Nixdorf Peru S.r.l.
|
Peru
|
100%(47)
|
Diebold Nixdorf Portavis GmbH
|
Germany
|
68%(27)
|
Diebold Nixdorf Portugal Unipessoal, Lda.
|
Portugal
|
100%(1)
|
Diebold Nixdorf Real Estate GmbH &Co. KG
|
Germany
|
100%(42)
|
Diebold Nixdorf Retail Services GmbH
|
Germany
|
100%(4)
|
Diebold Nixdorf Retail Solutions s.r.o.
|
Czech Republic
|
100%(36)
|
Diebold Nixdorf S.A.
|
Morocco
|
100%(4)
|
Diebold Nixdorf S.A.S.
|
France
|
100%(4)
|
Diebold Nixdorf Sdn. Bhd.
|
Malaysia
|
100%(4)
|
Diebold Nixdorf Security GmbH
|
Germany
|
100%(4)
|
Diebold Nixdorf Singapore Pte. Ltd.
|
Singapore
|
100%(4)
|
Diebold Nixdorf S.L.
|
Spain
|
100%(4)
|
Diebold Nixdorf Software C.V.
|
Netherlands
|
100%(9)
|
Diebold Nixdorf Software Partner B.V.
|
Netherlands
|
100%(4)
|
Diebold Nixdorf South Africa (Pty) Ltd.
|
South Africa
|
74.9%(25)
|
Diebold Nixdorf Sp. z.o.o.
|
Poland
|
100%(4)
|
Diebold Nixdorf s.r.l.
|
Italy
|
100%(4)
|
Diebold Nixdorf Srl
|
Romania
|
100%(41)
|
Diebold Nixdorf s.r.o.
|
Czech Republic
|
100%(4)
|
DIEBOLD NIXDORF s.r.o.
|
Slovakia
|
100%(4)
|
Diebold Nixdorf Systems GmbH
|
Germany
|
100%(4)
|
Diebold Nixdorf Taiwan Ltd.
|
Taiwan
|
100%(4)
|
Diebold Nixdorf Technology GmbH
|
Germany
|
100%(4)
|
Diebold Nixdorf Teknoloji A.S.
|
Turkey
|
100%(4)
|
Diebold Nixdorf (Thailand) Company Limited
|
Thailand
|
100%
|
Diebold Nixdorf (UK) Limited
|
United Kingdom
|
100%(4)
|
Diebold Nixdorf Vietnam Company Limited
|
Vietnam
|
100%
|
Diebold Pacific, Limited
|
Hong Kong
|
100%
|
Diebold Panama, Inc.
|
Panama
|
100%(10)
|
Diebold Paraguay S.A.
|
Paraguay
|
100%(45)
|
Diebold Self Service Solutions Limited Liability Company
|
Switzerland
|
100%(14)
|
Diebold Switzerland Holding Company, LLC
|
Switzerland
|
100%(1)
|
Diebold Uruguay S.A.
|
Uruguay
|
100%(10)
|
Inspur Financial Information System Co., Ltd.
|
China
|
48.1%(6)
|
IP Management GmbH
|
Germany
|
100%(4)
|
IT Soluciones Integrales, C.A.
|
Venezuela
|
100%(21)
|
J.J.F. Panama, Inc.
|
Panama
|
100%(10)
|
LLC Diebold Nixdorf
|
Ukraine
|
100%(4)
|
Moxx B.V.
|
Netherlands
|
100%(1)
|
Moxx Belgium BVBA
|
Belgium
|
100%(26)
|
Procomp Amazonia Industria Eletronica S.A.
|
Brazil
|
100%(11)
|
Procomp Industria Eletronica LTDA
|
Brazil
|
100%(23)
|
Prosystems IT GmbH
|
Germany
|
100%(4)
|
Pt. Diebold Nixdorf Indonesia
|
Indonesia
|
100%(12)
|
Wincor Nixdorf Facility GmbH
|
Germany
|
100%(4)
|
WINCOR NIXDORF International GmbH
|
Germany
|
100%(3)
|
Wincor Nixdorf IT Support S.A. de C.V.
|
Mexico
|
100%(21)
|
Wincor Nixdorf Retail ME JLT
|
United Arab Emirates
|
80%(15)
|
(1)
|
100 percent of voting securities are owned by Diebold Nixdorf Global Holdings, BV, which is 100 percent owned by Registrant.
|
|
|
(2)
|
70 percent of partnership interest is owned by Diebold Holding Company, LLC., which is 100 percent owned by Registrant, while the remaining 30 percent partnership interest is owned by Diebold SST Holding Company, LLC., which is 100 percent owned by Registrant.
|
|
|
(3)
|
100 percent of voting securities are owned by Diebold Nixdorf Holding Germany Inc. & Co. KGaA, which is 100 percent owned by Registrant.
|
|
|
(4)
|
100 percent of voting securities are owned by WINCOR NIXDORF International GmbH (refer to 3 for ownership).
|
|
|
(5)
|
100 percent of voting securities are owned by Diebold Self-Service Solutions Limited Liability Company (refer to 14 for ownership).
|
|
|
(6)
|
48.1 percent of voting securities are owned by Diebold Switzerland Holding Company, LLC (refer to 1 for ownership).
|
|
|
(7)
|
99.99 percent of voting securities are owned by VDM Holding Company, Inc., which is 100 percent owned by Registrant, while the remaining .01 percent of voting securities is owned by Diebold Pacific Limited, which is 100 percent owned by Registrant.
|
|
|
(8)
|
62.42 percent of voting securities are owned by Registrant; 19.03 percent of voting securities are owned by Diebold Self-Service Solutions Limited Liability Company (refer to 14 for ownership); 6.82 percent of voting securities are owned by Diebold Switzerland Holding Company, LLC (refer to 1 for ownership); 11.72 percent of voting securities are owned by WINCOR NIXDORF International (refer to 3 for ownership); and the remaining .01 percent of voting securities is owned by Diebold Holding Company, LLC, which is 100 percent owned by Registrant.
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(9)
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60 percent of voting securities are owned by Diebold Nixdorf Global Holdings, BV, which is 100 percent owned by Registrant; 39.96 percent of voting securities are owned by IP Management GmbH (refer to 4 for ownership); and the remaining .4 percent of voting securities is owned by Diebold Nixdorf Software Partner B.V. (refer to 4 for ownership).
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(10)
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100 percent of voting securities are owned by Diebold Latin America Holding Company, LLC, which is 100 percent owned by Registrant.
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(11)
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99.99 percent of voting securities are owned by Diebold Brasil LTDA (refer to 28 for ownership), while the remaining .01 percent is owned by Registrant.
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(12)
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87.33 percent of voting securities are owned by WINCOR NIXDORF International GmbH (refer to 3 for ownership), while the remaining 12.52 percent is owned by Dibold Nixdorf Global Holdings, BV, which is 100 percent owned by Registrant.
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(13)
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21.44 percent of voting securities are owned by Diebold Latin America Holding Company, LLC, which is 100 percent owned by Registrant; 16.78 percent of voting securities are owned by Diebold Panama, Inc. (refer to 10 for ownership); 16.78 percent of voting securities are owned by DCHC SA (refer to 10 for ownership); 13.5 percent of voting securities are owned by J.J.F. Panama, Inc. (refer to 10 for ownership); and the remaining 31.5 percent of voting securities are owned by C.R. Panama, Inc. (refer to 10 for ownership).
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(14)
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100 percent of voting securities are owned by Diebold Switzerland Holding Company, LLC (refer to 1 for ownership).
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(15)
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80 percent of voting securities are owned by WINCOR NIXDORF International GmbH (refer to 3 for ownership).
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(16)
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90 percent of voting securities are owned by Diebold Self-Service Solutions Limited Liability Company (refer to 14 for ownership), while the remaining 10 percent of voting securities are owned by Diebold Nixdorf AG (refer to 5 for ownership).
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(17)
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100 percent of voting securities are owned by Diebold Africa Investment Holdings Pty. Ltd. (refer to 14 for ownership).
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(18)
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99.99 percent of voting securities are owned by Diebold Colombia SA (refer to 13 for ownership), while the remaining 0.01 percent is owned by Diebold Latin America Holding Company, LLC, which is 100 percent owned by Registrant.
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(19)
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100 percent of voting securities is owned by DBD EMEA Holding C.V. (refer to 4 for ownership).
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(20)
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99.88 percent of voting securities are owned by Registrant, while the remaining 12 percent of voting securities are owned by Diebold Latin America Holding Company, LLC, which is 100 percent owned by Registrant.
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(21)
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100 percent of voting securities are owned by Wincor Nixdorf C.A. (refer to 4 for ownership).
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(22)
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99.99 percent of voting securities are owned by Diebold Canada Holding Company Inc., which is 100 percent owned by Registrant, while the remaining .01 percent is owned by Procomp Amazonia Industria Eletronica S.A. (refer to 11 for ownership).
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(23)
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99.99 percent of voting securities are owned by Diebold Brasil Servicos de Tecnologia e Participacoes Limitada (refer to 22 for ownership), while the remaining .01 percent is owned by Registrant.
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(24)
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100 percent of voting securities are owned by Inspur Financial Information Technology Co., Ltd. (refer to 6 for ownership).
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(25)
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74.9 percent of voting securities are owned by Diebold Africa Investment Holdings Pty. Ltd. (refer to 14 for ownership).
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(26)
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100 percent of voting securities are owned by MOXX B.V. (refer to 1 for ownership).
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(27)
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68 percent of voting securities are owned by WINCOR NIXDORF International GmbH (refer to 3 for ownership).
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(28)
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99.99 percent of voting securities are owned by Diebold Latin America Holding Company, LLC, which is 100 percent owned by Registrant, while the remaining .01 percent is owned by Registrant.
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(29)
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51 percent of voting securities are owned by Diebold Latin America Holding Company, LLC, which is 100 percent owned by Registrant.
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(30)
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99 percent of voting securities are owned by D&G Centroamerica, S. de R. L. (refer to 29 for ownership).
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(31)
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99.97 percent of voting securities are owned by D&G Centroamerica, S. de R.L. (refer to 29 for ownership), while the remaining .03 percent of voting securities is owned by D&G ATMs y Seguridad de Costa Rica Ltda. (refer to 33 for ownership).
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(32)
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99.85 percent of voting securities are owned by D&G Centroamerica, S. de R. L. (refer to 29 for ownership).
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(33)
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100 percent of voting securities are owned by D&G Centroamerica, S. de R. L. (refer to 29 for ownership).
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(34)
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99.99 percent of voting securities are owned by D&G Centroamerica, S. de R.L. (refer to 29 for ownership).
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(35)
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100 percent of voting securities are owned by Diebold Nixdorf (UK) Limited (refer to 4 for ownership).
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(36)
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100 percent of voting securities are owned by IP Management GmbH (refer to 4 for ownership).
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(37)
|
99.99 percent of voting securities are owned by Registrant, while the remaining .01 percent is owned by Diebold Holding Company, LLC., which is 100 percent owned by Registrant.
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(38)
|
100 percent of voting securities are owned by Diebold Nixdorf Pte. Ltd (refer to 4 for ownership).
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(39)
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100 percent of voting securities are owned by Diebold Nixdorf Finance Malta Holding Ltd. (refer to 4 for ownership).
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(40)
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100 percent of voting securities are owned by Diebold Nixdorf Software C.V. (refer to 9 for ownership).
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(41)
|
99.99 percent of voting securities are owned by Diebold Self-Service Solutions Limited Liability Company (refer to 14 for ownership), while the remaining .01 percent is owned by Diebold Switzerland Holding Company, LLC (refer to 1 for ownership).
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(42)
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100 percent of voting securities are equally owned by Wincor Nixdorf Facility GmbH (refer to 4 for ownership) and Diebold Nixdorf Security GmbH (refer to 4 for ownership).
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(43)
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93.4. percent of voting securities are owned by Diebold Mexico Holding Company, LLC (refer to 1 for ownership); 6.56 percent of voting securities are owned by WINCOR NIXDORF International (refer to 47 for ownership); <.001 percent of voting securities is owned by Wincor Nixdorf C.A. (refer to 51 for ownership); while the remaining <.001 percent is owned by Registrant.
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(44)
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43.56 percent of voting securities are owned by WINCOR NIXDORF International GmbH (refer to 3 for ownership).
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(45)
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99 percent of voting securities are owned by Diebold Latin America Holding Company, LLC, which is 100 percent owned by Registrant, while the remaining 1 percent is owned by Registrant.
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(46)
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100 percent of voting securities are owned by Aisino-Wincor Retail & Banking Syst. (Shanghai) Co. Ltd. (refer to 44 for ownership).
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(47)
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99.86 percent of voting securities are owned by Registrant, while the remaining .14 percent of voting securities is owned by Diebold Latin America Holding Company, LLC, which is 100 percent owned by Registrant.
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(48)
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82.7 percent of voting securities are owned by WINCOR NIXDORF International GmbH (refer to 3 for ownership).
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|
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(49)
|
100 percent of voting securities are owned by Aevi International GmbH (refer to 48 for ownership).
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Signature
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Date
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/s/ Patrick W. Allender
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January 30, 2020
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Patrick W. Allender
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/s/ Arthur F. Anton
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January 30, 2020
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Arthur F. Anton
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/s/ Bruce Besanko
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January 30, 2020
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Bruce Besanko
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/s/ Reynolds C. Bish
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January 30, 2020
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Reynolds C. Bish
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/s/ Ellen M. Costello
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January 30, 2020
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Ellen M. Costello
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/s/ Phillip R. Cox
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January 30, 2020
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Phillip R. Cox
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/s/ Alexander Dibelius
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January 30, 2020
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Alexander Dibelius
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/s/ Dieter Duesedau
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January 30, 2020
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Dieter Duesedau
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/s/ Matthew Goldfarb
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January 30, 2020
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Matthew Goldfarb
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/s/ Gary G. Greenfield
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January 30, 2020
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Gary G. Greenfield
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/s/ Kent M. Stahl
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January 30, 2020
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Kent M. Stahl
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1)
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I have reviewed this annual report on Form 10-K of Diebold Nixdorf, Incorporated;
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2)
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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;
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3)
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4)
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5)
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
1)
|
I have reviewed this annual report on Form 10-K of Diebold Nixdorf, Incorporated;
|
2)
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3)
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4)
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5)
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.
|
1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.
|