8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):August 15, 2016

Diebold, Incorporated

(Exact name of registrant as specified in its charter)

Ohio	1-4879	34-0183970
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
5995 Mayfair Road, P.O. Box 3077, North Canton, Ohio		44720-8077
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code: (330) 490-4000

Not Applicable

Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

As previously disclosed in our Current Report on Form 8-K filed with the Securities and Exchange Commission on August 19, 2016, Diebold, Incorporated (the “Company”) completed its voluntary public takeover offer of Wincor Nixdorf Aktiengesellschaft (“Wincor Nixdorf”) on August 15, 2016.

This Current Report on Form 8-K/A provides the financial statements and pro forma financial information required under Item 9.01 of Form 8-K not included in the Company’s Current Report on Form 8-K filed on August 19, 2016.

Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of Businesses Acquired. The audited financial statements of Wincor Nixdorf required by Item 9.01(a) are attached as Exhibit 99.1 to this Current Report on Form 8-K/A and are incorporated by reference herein. The unaudited financial statements of Wincor Nixdorf required by Item 9.01(a) are attached as Exhibit 99.2 to this Current Report on Form 8-K/A and are incorporated by reference herein.

(b) Pro Forma Financial Information. The unaudited pro forma condensed combined financial information required by Item 9.01(b) is attached hereto as Exhibit 99.3 to this Current Report on Form 8-K/A and is incorporated by reference herein.

(d) Exhibits

Exhibit Number	Description
23.1	Consent of Independent Auditors
99.1	Historical audited financial statements of Wincor Nixdorf Aktiengesellschaft as of September 30, 2015 and 2014 and for the fiscal years ended September 30, 2015, 2014 and 2013 (incorporated by reference to Diebold, Incorporated’s Registration Statement on Form S-4 (Registration No. 333-208186) pages F-1 to F-57)
99.2	Historical unaudited financial statements of Wincor Nixdorf Aktiengesellschaft as of June 30, 2016 and for the three and nine months ended June 30, 2016 and 2015
99.3	Unaudited pro forma condensed combined financial information as of June 30, 2016 and for the year ended December 31, 2015 and six months ended June 30, 2016

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		Diebold, Incorporated
September 23, 2016	By:	/s/ Christopher A. Chapman
		Name:	Christopher A. Chapman
		Title:	Senior Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
23.1	Consent of Independent Auditors
99.1	Historical audited financial statements of Wincor Nixdorf Aktiengesellschaft as of September 30, 2015 and 2014 and for the fiscal years ended September 30, 2015, 2014 and 2013 (incorporated by reference to Diebold, Incorporated’s Registration Statement on Form S-4 (Registration No. 333-208186) pages F-1 to F-57)
99.2	Historical unaudited financial statements of Wincor Nixdorf Aktiengesellschaft as of June 30, 2016 and for the three and nine months ended June 30, 2016 and 2015
99.3	Unaudited pro forma condensed combined financial information as of June 30, 2016 and for the year ended December 31, 2015 and six months ended June 30, 2016

EX-23.1

Exhibit 23.1

Consent of Independent Auditors

We consent to the incorporation by reference in the registration statements Nos. 33-32960, 33-39988, 33-55452, 33-54677, 33-54675, 333-32187, 333-60578, 333-162036, 333-162037, 333-162049, 333-190626, 333-193713, and 333-199738 on Form S-8 of Diebold, Incorporated, of our report dated November 25, 2015 with respect to the consolidated balance sheets of Wincor Nixdorf Aktiengesellschaft as of September 30, 2015 and 2014 and the related consolidated statements of income, comprehensive income, cash flows and changes in group equity for each of the fiscal years in the three-year period ended September 30, 2015, which report appears in the registration statement on Form S-4/A of Diebold, Incorporated dated February 5, 2016, and is incorporated by reference in this Current Report on Form 8-K/A of Diebold, Incorporated.

/s/ KPMG AG Wirtschaftsprüfungsgesellschaft

Bielefeld, Germany

September 23, 2016

EX-99.2

Exhibit 99.2

Wincor Nixdorf Aktiengesellschaft

Condensed Consolidated Income Statement

for the nine months ended June 30, 2016 and 2015 (unaudited)

				€k
	3rd quarter  2015/20161)	3rd quarter 2014/20152)	9 months 2015/20163)	9 months 2014/20154)
Net sales	629,403	560,219	1,938,356	1,768,072
Cost of sales	-475,851	-460,073	-1,475,413	-1,421,641
Gross profit	153,552	100,146	462,943	346,431
Research and development expenses	-23,742	-24,990	-70,681	-69,842
Selling, general and administration expenses	-91,331	-82,081	-272,887	-235,641
Other operating result	-255	0	10,297	0
Result from equity accounted investments	0	47	-143	-1,156
Net profit on operating activities	38,224	-6,878	129,529	39,792
Finance income	385	285	1,732	1,074
Finance costs	-1,642	-1,745	-5,472	-5,842
Profit before income taxes	36,967	-8,338	125,789	35,024
Income taxes	-10,740	2,393	-36,735	-10,275
Profit for the period	26,227	-5,945	89,054	24,749
Profit attributable to non-controlling interests	474	268	919	1,105
Profit attributable to equity holders of Wincor Nixdorf AG	25,753	-6,213	88,135	23,644
Shares for calculation of basic earnings per share (in thousands)	29,816	29,816	29,816	29,816
Shares for calculation of diluted earnings per share (in thousands)	29,837	29,816	29,816	29,816
Basic earnings per share (€)	0.86	-0.21	2.96	0.79
Diluted earnings per share (€)	0.86	-0.21	2.96	0.79
Profit attributable to equity holders of Wincor Nixdorf AG	25,753	-6,213	88,135	23,644
Shares for calculation of profit attributable to equity holders of Wincor Nixdorf AG per share (managerial, in thousands)	29,816	29,816	29,816	29,816
Profit attributable to equity holders of Wincor Nixdorf AG per share (in €)	0.86	-0.21	2.96	0.79

Wincor Nixdorf Aktiengesellschaft

Condensed Consolidated Statement of Comprehensive Income

for the nine months ended June 30, 2016 and 2015 (unaudited)

				€k
	3rd quarter  2015/20161)	3rd quarter 2014/20152)	9 months 2015/20163)	9 months 2014/20154)
Profit for the period	26,227	-5,945	89,054	24,749
Items that are or may be reclassified subsequently to profit or loss:
Cash flow hedges - effective portion of changes in fair value	645	1,767	1,792	-11,795
Cash flow hedges - reclassified to profit or loss	-436	5,880	3,587	11,415
Exchange rate changes	395	-4,412	-2,381	16,405
Other changes	2	0	-8	0
Items that will not be reclassified to profit or loss:
Actuarial gains and losses	-20,825	6,719	-27,418	-436
Other comprehensive income (net of tax)	-20,219	9,954	-24,428	15,589
Total comprehensive income	6,008	4,009	64,626	40,338
Total comprehensive income attributable to:
Non-controlling interests	494	271	1,008	809
Equity holders of Wincor Nixdorf AG	5,514	3,738	63,618	39,529

1) April 1 2016 - June 30, 2016.

2) April 1 2015 - June 30, 2015.

3) October 1 2015 - June 30, 2016.

4) October 1 2014 - June 30, 2015.

1

Wincor Nixdorf Aktiengesellschaft

Condensed Consolidated Balance Sheets

as of June 30, 2016 and September 30, 2015 (unaudited)

Assets				€k
	June 30, 2016		September 30, 2015
Non-current assets
Intangible assets	373,134		354,129
Property, plant and equipment	122,609		121,129
Investments accounted for using the equity method	51		1,919
Investments	3,673		1,176
Reworkable service parts	28,577		29,034
Trade receivables	14,532		15,919
Other assets	8,786		4,319
Deferred tax assets	54,130	605,492	47,908	575,533
Current assets
Inventories	358,523		326,517
Trade receivables	480,552		485,463
Receivables from related companies	10,973		7,112
Current income tax assets	16,067		10,917
Other assets	79,272		63,840
Investments	9		14
Cash and cash equivalents	86,580	1,031,976	37,838	931,701
Total assets		1,637,468		1,507,234
Equity and Liabilities				€k
	June 30, 2016		September 30, 2015
Equity
Subscribed capital of Wincor Nixdorf AG	33,085		33,085
Retained earnings	528,747		476,673
Treasury shares	-173,712		-173,712
Other components of equity	45,680		51,301
Equity attributable to equity holders of WIncor Nixdorf AG	433,800		387,347
Non-controlling interests	19,165	452,965	4,093	391,440
Non-current liabilities
Accruals for pensions and similar commitments	115,007		83,262
Other accruals	35,618		17,745
Financial liabilities	51,593		65,663
Trade payables	0		0
Other liabilities	27,457		6,840
Deferred tax liabilities	25,844	255,519	23,229	196,739
Current liabilities
Other accruals	176,168		170,969
Financial liabilities	84,545		112,128
Advances received	24,884		20,703
Trade payables	330,768		338,128
Liabilities to related companies	740		2,438
Current income tax liabilities	49,260		39,959
Other liabilities	262,619	928,984	234,730	919,055
Total equity and liabilities		1,637,468		1,507,234

2

Wincor Nixdorf Aktiengesellschaft

Condensed Consolidated Statements of Cash Flows

for the nine months ended June 30, 2016 and 2015 (unaudited)

		€k
	9 months 2015/20161)	9 months 2014/20152)
Net profit on operating activities	129,529	39,792
Amortization/depreciation of intangible assets and property, plant and equipment	40,299	36,411
Write-down of reworkable service parts	4,555	4,055
Interest received	1,628	780
Interest paid	-4,688	-5,044
Income taxes paid	-29,784	-31,524
Result on disposal of intangible assets and property, plant and equipment	156	121
Change in accruals	-2,920	-6,884
Other non-cash items	-9,479	18,241
Change in working capital	23,195	76,604
Change in other assets and other liabilities	-37,453	-42,018
Cash flow from operating activities	115,038	90,534
Payments received from the disposal of property, plant and equipment	848	594
Payments received from the disposal of investments and other payments received	35	181
Payments made for investment in intangible assets	-6,501	-7,351
Payments made for investment in property, plant and equipment	-27,786	-28,650
Payments made for acquisition of consolidated affiliated companies, jointly controlled entities and other business units	-2,678	0
Payments made for investments	0	-51
Payments made for investment in reworkable service parts	-5,682	-5,302
Cash flow from investment activities	-41,764	-40,579
Payments made to equity holders	0	-52,178
Payments made for repayment of financial loans	-15,000	-10,000
Payments received from non-controlling interests	19,290	0
Payments made to non-controlling interests	0	-874
Other financing activities	-51	-2,348
Cash flow from financing activities	4,239	-65,400
Net change in cash and cash equivalents	77,513	-15,445
Change in cash and cash equivalents from exchange rate movements	-1,265	1,183
Cash and cash equivalents at beginning of period3)	-53,826	-24,383
Cash and cash equivalents at end of period3)	22,422	-38,645

1) October 1, 2015 - June 30, 2016.

2) October 1, 2014 - June 30, 2015.

3) Include cash and cash equivalents and current bank liabilities.

3

									€k
	Equity attributable to equity holders of Wincor Nixdorf AG
				Other components of equity
	Subscribed capital	Retained earnings	Treasury shares	Add. paid-in capital	Exchange rate changes	Cash flow hedges	Total	Non-controlling interests	Equity
As of October 1, 2014	33,085	529,407	-173,712	49,186	-2,562	-12,383	423,021	3,788	426,809
Cash flow hedges	0	0	0	0	0	-380	-380	0	-380
Exchange rate changes	0	0	0	0	16,703	0	16,703	-298	16,405
Actuarial gains and losses	0	-438	0	0	0	0	-438	2	-436
Other comprehensive income	0	-438	0	0	16,703	-380	15,885	-296	15,589
Profit for the period	0	23,644	0	0	0	0	23,644	1,105	24,749
Total comprehensive income	0	23,206	0	0	16,703	-380	39,529	809	40,338
Share options	0	5,540	0	-1,559	0	0	3,981	0	3,981
Takeover of shares and other changes	0	-6	0	0	0	0	-6	-17	-23
Distributions	0	-52,178	0	0	0	0	-52,178	-726	-52,904
Transactions with equity holders	0	-46,644	0	-1,559	0	0	-48,203	-743	-48,946
As of June 30, 2015	33,085	505,969	-173,712	47,627	14,141	-12,763	414,347	3,854	418,201
As of October 1, 2015	33,085	476,673	-173,712	48,714	10,085	-7,498	387,347	4,093	391,440
Cash flow hedges	0	0	0	0	0	5,379	5,379	0	5,379
Exchange rate changes	0	0	0	0	-2,470	0	-2,470	89	-2,381
Actuarial gains and losses	0	-27,418	0	0	0	0	-27,418	0	-27,418
other changes	0	-8	0	0	0	0	-8	0	-8
Other comprehensive income	0	-27,426	0	0	-2,470	5,379	-24,517	89	-24,428
profit for the period	0	88,135	0	0	0	0	88,135	919	89,054
Total comprehensive income	0	60,709	0	0	-2,470	5,379	63,618	1,008	64,626
Share options reclassifications	0	772	0	-8,530	0	0	-7,758	0	-7,758
Takeover of shares and other changes	0	-9,407	0	0	0	0	-9,407	14,064	4,657
Transactions with equity holders	0	-8,635	0	-8,530	0	0	-17,165	14,064	-3,101
As of June 30, 2016	33,085	528,747	-173,712	40,184	7,615	-2,119	433,800	19,165	452,965

4

Notes to the condensed consolidated financial statements.

Principles of Consolidation, Accounting and Valuation.

The condensed Group interim financial statements of Wincor Nixdorf Aktiengesellschaft (in the following “Wincor Nixdorf Group”) have been prepared in accordance with IAS 34 “Interim Financial Reporting”. They do not include all the information required for a complete set of financial statements prepared in accordance with the International Financial Reporting Standards (IFRS), as issued by the International Accounting Standards Board (IASB). However, selected explanatory notes are included to explain events and transactions that are significant to understand changes in the Group’s financial position and performance since the last annual reporting period of the Group ended September 30, 2015.

On July 27, 2016, the Board of Directors of Wincor Nixdorf AG authorized these Group interim financial statements for issue.

In compiling the condensed Group interim financial statements, assumptions have been made and estimates used, which have affected the value and reporting of capitalized assets and liabilities, of income and expenses, and of contingent liabilities.

The significant assumptions made by management in applying the Group’s accounting policies and the key sources of estimation uncertainty were the same as those that applied to the Group financial statements as of September 30, 2015.

Also the consolidation, accounting and valuation principles applied to the condensed Group interim financial statements are generally based on the same consolidation, accounting and valuation principles used in the Group financial statements for fiscal 2014/2015. The applied principles of accounting and valuation are described in detail in the Notes to the Group financial statements as of September 30, 2015.

Consolidation Group.

The condensed Group financial statements as of June 30, 2016, basically include those companies controlled by Wincor Nixdorf AG. Control exists if Wincor Nixdorf AG is exposed, or has rights, to variable returns of companies and has the ability to affect those returns through its power. Inclusion of such companies’ in the Group financial statements begins from the date Wincor Nixdorf AG obtains control. It ceases, when Wincor Nixdorf AG loses control of the company.

As of October 1, 2015, Wincor Nixdorf acquired 100 per cent of the shares in SecurCash Nederland B.V. (formerly: Brink’s Nederland B.V.), Rotterdam. The acquisition serves to provide one-stop cash management and cash logistics services to leading Dutch banks that have placed long-term assignments. The acquisition resulted in an excess of the net assets acquired over the consideration transferred and was recognized in profit.

5

As of December 1, 2015, Wincor Nixdorf has acquired outstanding 50 per cent of the shares in Winservice AS, Oslo, Norway. Due to the transfer of all outstanding shares to Wincor Nixdorf AG, the investment in Winservice AS, ceased to be accounted for as a joint venture using the equity method. Instead, the company was fully consolidated as a subsidiary for the first time. The subsidiary has been merged with the Norwegian subsidiary Wincor Nixdorf AS, Oslo, with retroactive effect as of January 1, 2016.

Joint control in CI Tech Components AG, Burgdorf, Switzerland, has ceased; effective from January 1, 2016, the investment is no longer accounted for as a joint venture. Effective from January 1, 2016, key business activities centered on sensor technology have been transferred to an entity named CI Tech Sensors AG, Burgdorf, Switzerland. The Group acquired 75 per cent of the voting rights in that entity in connection with the reorganization of CI Tech Components AG.

Additionally, as of March 1, 2016, a 51% ownership interest was acquired in Projective NV, with its registered office in Brussels, Belgium. Upon obtaining control, first time consolidation of Projective NV as well as its three subsidiaries with registered offices in Brussels/Belgium, The Hague/Netherlands, and London/United Kingdom was effected within the consolidated financial statements of Wincor Nixdorf AG. In acquiring the majority interest in the consulting firm specializing in the management of complex IT-based change and transformation projects within the financial services sector, Wincor Nixdorf has further extended its software-related services business.

Additionally, with effective date as of April 1, 2016, Wincor Nixdorf acquired all shares of two service station support companies (TSG) headquartered in Cologne and Krakow, Poland. TSG's areas of focus include operating and updating software used to process payment transactions at service stations across Europe.

All acquisitions were funded from existing liquidity of the Wincor Nixdorf Group.

The acquisitions were accounted for as a business combination in accordance with IFRS 3. Thus, in allocating the purchase price, the acquirees’ identifiable assets, liabilities and contingent liabilities were measured at fair value.

The purchase price allocations were carried out based on information available and were preliminary. As regards the recognition and valuation of certain onerous contracts assumed in the acquisition of SecurCash Nederland B.V., it was adjusted within one year after the date of acquisition to reflect new information and findings that had become available in the third quarter of fiscal year 2016.

Based on the allocations at acquisition date, the acquisitions affected the Group interim financial statements in total as presented below.

6

	€k
	June 30, 2016
Non-current assets	31,958
thereof goodwill	12,396
+ Current assets	31,493
+ Acquirees' cash and cash equivalents	15,787
- Non-current liabilities	15,628
- Current liabilities	26,385
= Net assets	37,225
- Non-controlling interests	3,913
- Gains from bargain purchase and remeasurement and other	12,652
= Total acquisition costs	20,660

Mainly the line item other operating result for the nine months ended June 30, 2016 includes gains from a bargain purchase and the remeasurement to fair value of the equity interest in an acquired business that was held before the acquisition.

Wincor Nixdorf AG has sold a minority interest in subsidiary Aevi International GmbH (AEVI) with retroactive effect from October 1, 2015 to HPE Growth Capital (HPE). HPE obtains the interest in the context of a capital increase worth up to €30 million. In an initial tranche, a capital increase of €20 million was facilitated; however, HPE and its investors have the option of purchasing further shares in AEVI in a second tranche worth up to € 10 million. As of June 30, 2016, the minority interest amounts to approximately 10%.

Group Equity.

The Wincor Nixdorf Group equity and individual elements thereof are shown in detail in the “Condensed Consolidated Statements of Changes in Equity” table.

Treasury Shares.

As of June 30, 2016, the total number of treasury shares held by the Company was 3,268,777. This equals 9.88% of the subscribed capital. The acquisition costs, including ancillary costs of acquisition to the amount of €111k, amounting to €173,712k were deducted in full from equity.

Share-based Payment Program.

The share-based payment programs are described in detail in the Notes to the Group financial statements for fiscal 2014/2015. Initially, at grant date, all share-based payment programs qualified and were accounted for as equity-settled transactions. Based on decision made during the nine months ended June 30, 2016 a reclassification of all share option programs (including awards granted in fiscal year 2016) to cash-settled share based payment transactions took place (see line “share options reclassifications” in the “Changes in Group Equity”). All awards which had been considered within equity been reclassified to accruals. Until all obligations are settled, the corresponding fair values will be remeasured at the end of each reporting period. Changes in the fair values will be recognized in the profit or loss for the period.

7

On March 30, 2016, the vesting period for the 2012 share option program expired. A total of 580,025 options of the 699,725 share options issued have been exercised. The exercise price in consideration of dividends was €40.74. In accordance with the new provisions to be applied for the purpose of determining the relevant market price and adjusting the exercise period for the 2012 tranche, as agreed in the form of a resolution passed by the Annual General Meeting on January 25, 2016, under items 9 c) and 9 d) on the agenda, the relevant market price was determined on the basis of the unweighted average of the market price of the stock within the Xetra trading system of the Frankfurt Stock Exchange in the closing auction of the ten exchange trading days immediately subsequent to the announcement of the outcome of the successful takeover bid by Diebold Inc on March 29, 2016. The price amounts to €53.12. The associated gain per option is €12.38. The share options were redeemed by cash settlement.

As of March 30, 2016, Wincor Nixdorf granted 714,470 share options for an exercise price of €59.49 under another new share-based payment program to its managers (share-based payment program 2016). The vesting period of the share options is four years. Each share option entitles the bearer to purchase one share in the Company at the exercise price (strike price). There is no limit to the profit which can accrue upon purchase. In each case, the exercise price is equivalent to 112% of the average exchange price on the 10 stock exchange trading days that immediately followed after the public announcement of Diebold Incorporated, that successful tender offer the issue of stock options on April 12, 2016 (€53.12); it takes account of distributions made during the life of the options, such as dividend payments and any drawing rights or other special rights. The target criteria have not been changed during the life of the program. Options can be exercised within a period of ten stock exchange trading days in Xetra on the Frankfurt Stock Exchange commencing on the first stock exchange trading day following expiration of the holding period of four years (exercise period). The vesting conditions also stipulate that the declaration of exercise may or must be issued during the specified vesting period of four years, within the last ten stock exchange trading days in Xetra on the Frankfurt Stock Exchange, effective from the end of the last day of the vesting period or a later date. The Company is entitled to settle the options either in shares or cash. Basically, the holder of the option has to remain in the Company’s employ until the end of the vesting period.

The fair values of current share-based payment programs have been calculated by the application of the Black-Scholes-Merton formula by an external expert. The following inputs have been used:

	Program 2016			Program 2015			Program 2014			Program 2013
Exercise price of the option at the grant date	€	59.49		€	49.20		€	62.94		€	43.20
Expected volatility	28.2		%	28.2		%	28.2		%	28.2		%
Expected dividends	€	8.81		€	5.93		€	7.07		€	5.66
Risk-free interest rate	0.01		%	0.01		%	0.01		%	0.01		%
Fluctuation rate	2.8		%	2.8		%	2.8		%	2.8		%

Expected volatility is the average of the historic volatilities of EUREX options on the Wincor Nixdorf share for 3-month and 12-month period.

8

The fair value of the share-based payment program 2016, based on the aforementioned input parameters amounts to €8.38 per share option at the reporting date.

The total amount of expenses recognized in the reporting period arising from current share-based payment transactions sums up to €5,918k. The carrying amount for liabilities arising from current share-based payment transactions at the end of the period amounts to €10,607k.

The changes in the composition of share options are as follows:

	9 months 2015/2016		9 months 2014/2015
	Number	Average exercise price €	Number	Average exercise price €
As of October 1	2,609,010	50.13	2,524,329	53.83
Granted during the period	714,470	59.49	717,048	49.20
Exercised during the period	580,025	45.02	0	—
Expired during the period	59,000	52.65	623,367	64.02
As of June 30	2,684,455	53.67	2,618,010	50.14
Exercisable as of June 30	0	—	0	—

Other Information.

Ongoing restructuring and realignment activities.

The restructuring and transformation program initiated by Wincor Nixdorf back in fiscal 2014/2015 is being continued in fiscal year 2015/2016. In this context, the first nine months 2015/2016 include restructuring and realignment expenses (primarily staff and consulting expenses) as well as positive effects from acquisition activities of €8.7 million (previous year: €35 million) in total. On a net basis, expenses of €9.0 million (previous year: €29 million) are attributable to the Banking segment, while income of €0.3 million (previous year: expenses of €6 million) is associated with the Retail segment. The aim of restructuring and realignment is to accelerate the transition to a software and IT services company. The third quarter 2015/2016 includes expenses in the amount of € 4.2 million (previous year: €35 million). €2.7 million (previous year: €29 million) have been incurred by the Banking segment and €1.5 million (previous year: €6 million) by the Retail segment.

Planned takeover and business combination with Diebold Incorporated

As regards the takeover offer by Diebold Incorporated of November 23, 2015, Diebold Incorporated announced on its website as of March 29, 2016, that by that date it had accepted tenders representing a total of 68.9% of Wincor Nixdorf AG’s share capital and that the minimum tender condition of 67.6% had therefore been reached. Transaction-related expenses of €16.5 million have been recognized by Wincor Nixdorf to date in connection with the aforementioned business combination. Overall, €10.3 million of this expense item is attributable to the Banking segment and €6.2 million to the Retail segment.

9

Financial Instruments.

Financial instruments are contractual obligations to receive or deliver cash and cash equivalents. In accordance with IAS 32 and IAS 39, these include both primary and derivative financial instruments. Primary financial instruments include, in particular, cash and cash equivalents, trade receivables and payables, credits, and loans. Derivative financial instruments primarily include forward currency transactions and interest rate hedging instruments.

The following tables show the carrying amounts and fair values of financial assets and liabilities by category of financial instruments and reconciliation to the corresponding line item in the Group balance sheet. Finance lease receivables and liabilities, and derivatives that qualify for hedge accounting are also included although they are not part of any IAS 39 measurement category. Since the line items “Other Receivables” and “Other Liabilities” contain both financial instruments and non-financial assets and liabilities (in particular, advance payments for services to be received/made in the future and other tax receivables/payables), the reconciliation is shown in the column headed “thereof outside IFRS 7.”

10

Carrying Amounts, Amounts Recognized, and Fair Values by Measurement Category as of June 30, 2016 €k
	Category in accordance with IAS 39	Carrying amount	Thereof outside IFRS 7	Thereof amounts in balance sheet according to IAS 39			Thereof amounts recognized according to IAS 17	Fair value of financial instruments under IFRS 7
				Amortized cost	Fair value recognized in equity	Fair value recognized in profit or loss
Assets
Cash and cash equivalents	LaR	86,580	0	86,580	0	0	0	86,580
Trade receivables	LaR/ n/a	495,084	0	495,084	0	0	0	495,084
thereof: receivables from finance leases	n/a	23,468	0	0	0	0	23,468	23,468
Receivables from related companies	LaR	10,973	0	10,973	0	0	0	10,973
Other receivables	LaR/ n/a/ HfT	88,058	71,398	16,319	4,749	341	0	16,660
thereof: derivatives with a hedging relationship	n/a	4,749	4,749	0	4,749	0	0	0
thereof: derivatives without a hedging relationship	HfT	341	0	0	0	341	0	341
Investments	LaR/FVO/ AfS	3,682	0	2,653	0	1,029	0	3,682
Liabilities
Trade payables	FLAC	330,768	0	330,768	0	0	0	330,768
Liabilities to related companies	FLAC	740	0	740	0	0	0	740
Financial liabilities	FLAC/ n/a	136,138	0	136,138	0	0	0	136,138
thereof: liabilities from finance leases	n/a	0	0	0	0	0	0	0
Other liabilities	FLAC/ n/a/ HfT	290,076	201,272	86,564	7,451	2,240	0	88,804
thereof: other non-interest-bearing liabilities	FLAC/ n/a	279,987	193,821	86,166	0	0	0	86,166
thereof: other interest-bearing liabilities	FLAC	0	0	398	0	0	0	0
thereof: derivatives with a hedging relationship	n/a	7,451	7,451	0	7,451	0	0	0
thereof: derivatives without a hedging relationship	HfT	2,240	0	0	0	2,240	0	2,240
Aggregated by Category in Accordance with IAS 39
Loans and receivables	LaR	608,992	0	608,992	0	0	0	608,992
Available-for-sale financial assets	AfS	2,617	0	2,617	0	0	0	2,617
Financial assets and liabilities measured at fair value through profit or loss (Fair Value Option)	FVO	1,029	0	0	0	1,029	0	1,029
Financial assets measured at fair value through profit or loss (Held for Trading)	HfT	341	0	0	0	341	0	341
Financial liabilities measured at fair value through profit or loss (Held for Trading)	HfT	2,240	0	0	0	2,240	0	2,240
Financial liabilities measured at amortized cost	FLAC	554,210	0	554,210	0	0	0	554,210
LaR: Loans and Receivables.
FVO: Financial Assets or Financial Liabilities at Fair Value through Profit or Loss (Fair Value Option).
HfT: Financial Assets or Financial Liabilities at Fair Value through Profit or Loss (Held for Trading).
AfS: Available-for-Sale Financial Assets (At Cost).
FLAC: Financial Liabilities at Amortized Cost.

11

Carrying Amounts, Amounts Recognized, and Fair Values by Measurement Category as of September 30, 2015 €k
	Category in accordance with IAS 39	Carrying amount	Thereof outside IFRS 7	Thereof amounts in balance sheet according to IAS 39			Thereof amounts recognized according to IAS 17	Fair value of financial instruments under IFRS 7
				Amortized cost	Fair value recognized in equity	Fair value recognized in profit or loss
Assets
Cash and cash equivalents	LaR	37,838	0	37,838	0	0	0	37,838
Trade receivables	LaR/ n/a	501,382	0	479,253	0	0	22,129	501,382
thereof: receivables from finance leases	n/a	22,129	0	0	0	0	22,129	22,129
Receivables from related companies	LaR	7,112	0	7,112	0	0	0	7,112
Other receivables	LaR/ n/a/ HfT	68,159	57,428	10,129	641	602	0	10,731
thereof: derivatives with a hedging relationship	n/a	641	641	0	641	0	0	0
thereof: derivatives without a hedging relationship	HfT	602	0	0	0	602	0	602
Investments	LaR/FVO/ AfS	1,190	0	143	0	1,047	0	1,190
Liabilities
Trade payables	FLAC	338,128	0	338,128	0	0	0	338,128
Liabilities to related companies	FLAC	2,438	0	2,438	0	0	0	2,438
Financial liabilities	FLAC/ n/a	177,791	0	176,664	0	0	1,127	177,791
thereof: liabilities from finance leases	n/a	1,127	0	0	0	0	1,127	1,127
Other liabilities	FLAC/ n/a/ HfT	241,570	174,078	64,023	11,352	3,469	0	67,492
thereof: other non-interest-bearing liabilities	FLAC/ n/a	226,749	162,726	64,023	0	0	0	64,023
thereof: derivatives with a hedging relationship	n/a	11,352	11,352	0	11,352	0	0	0
thereof: derivatives without a hedging relationship	HfT	3,469	0	0	0	3,469	0	3,469
Aggregated by Category in Accordance with IAS 39
Loans and receivables	LaR	534,373	0	534,373	0	0	0	534,373
Available-for-sale financial assets	AfS	102	0	102	0	0	0	102
Financial assets and liabilities measured at fair value through profit or loss (Fair Value Option)	FVO	1,047	0	0	0	1,047	0	1,047
Financial assets measured at fair value through profit or loss (Held for Trading)	HfT	602	0	0	0	602	0	602
Financial liabilities measured at fair value through profit or loss (Held for Trading)	HfT	3,469	0	0	0	3,469	0	3,469
Financial liabilities measured at amortized cost	FLAC	581,253	0	581,253	0	0	0	581,253
LaR: Loans and Receivables.
FVO: Financial Assets or Financial Liabilities at Fair Value through Profit or Loss (Fair Value Option).
HfT: Financial Assets or Financial Liabilities at Fair Value through Profit or Loss (Held for Trading).
AfS: Available-for-Sale Financial Assets (At Cost).
FLAC: Financial Liabilities at Amortized Cost.

Financial instruments measured at fair value are allocated to different measurement levels in accordance with IFRS 7. This includes financial instruments that are

1. measured at their fair values in an active market for identical financial instruments (level 1),

12

2. measured at their fair values in an active market for comparable financial instruments or using measurement models whose main input factors are based on observable market data (level 2), or

3. using input factors not based on observable market data (level 3).

The amount that is shown under level 3 concerns the 6% interest in WINCOR NIXDORF Immobilien GmbH & Co. KG. The net result of the company will be allocated on a pro-rata basis; therefore the presented fair value will be converted accordingly. The carrying amount changed as follows:

				€k
	Fair value Oct. 1, 2015	Gains	Losses	Fair value Jun. 30, 2016
Designated as such upon initial recognition	1,047	0	18	1,029

Due to minor changes in the value of the 6% interest the sensitivity analysis of valuation-relevant parameters does not result in significant and decision-useful information.

Segment Report.

For the purposes of presenting segment information, the activities of the Wincor Nixdorf Group are divided into operating segments in accordance with the rules contained in IFRS 8 “Operating Segments.” Internal reporting within the Group is conducted on the basis of the customer profiles "Banking" and "Retail" as well as on the regional basis; the areas "Banking" and "Retail" were defined as operating segments in accordance with IFRS 8.10. As chief operating decision maker (CODM) within the meaning of IFRS 8, our Board of Directors assesses the performance of these two operating segments on the basis of corporate reporting and makes decisions about resources to be allocated. The performance of the operating segments is assessed in particular by referring to “net sales to external customers” as well as “net profit on operating activities”.

Segment information is prepared in conformity with the accounting policies adopted for preparing and presenting the Group financial statements for fiscal 2014/2015.

13

Segment Report by Division.

											€k
	3rd quarter 2015/20161)						9 months 2015/20162)
	Banking		Retail		Group		Banking		Retail		Group
Net sales to external customers	385,521		243,882		629,403		1,163,957		774,399		1,938,356
	(366,753	)	(193,466	)	(560,219	)	(1,149,492	)	(618,580	)	(1,768,072	)
Net profit on operating activities	26,835		11,389		38,224		88,829		40,700		129,529
	(-3,513)		(-3,365)		(-6,878)		(25,448	)	(14,344	)	(39,792	)
Result from equity accounted investments	0		0		0		-143		0		-143
	(47	)	0		(47	)	(-1,156)		0		(-1,156)
Investment in intangible assets and property, plant and equipment	1,009		1,546		2,555		27,989		6,298		34,287
	(8,069	)	(493	)	(8,562	)	(32,229	)	(3,772	)	(36,001	)
Investment in reworkable service parts	962		418		1,380		4,318		1,364		5,682
	(531	)	(141	)	(672	)	(4,189	)	(1,113	)	(5,302	)
Amortization/depreciation of intangible assets and property, plant and equipment	12,079		2,407		14,486		32,864		7,435		40,299
	(10,643	)	(1,777	)	(12,420	)	(30,839	)	(5,572	)	(36,411	)
Write-down of reworkable service parts	886		367		1,253		3,462		1,093		4,555
	(997	)	(265	)	(1,262	)	(3,203	)	(852	)	(4,055	)
Research and development expenses	16,031		7,711		23,742		44,458		26,223		70,681
	(15,286	)	(9,704	)	(24,990	)	(43,088	)	(26,754	)	(69,842	)

1) April 1, 2016 - June 30, 2016.

2) October 1, 2015 - June 30, 2016.

Comparative figures for 3rd quarter as well as for the first nine months of previous year are shown in brackets for each item

The respective segment assets did not change considerably compared to September 30, 2015.

Reconciliation of Segment Profit to Profit for the Period.

The Segment profit equates to the “net profit on operating activities” of the Condensed Consolidated Income Statement.

Net Sales by Region.

				€k
	3rd quarter		9 months
	2015/20161)	2014/20152)	2015/20163)	2014/20154)
Europe	436,095	390,941	1,330,685	1,220,873
in % of total net sales	69.3	69.8	68.7	69.0
Included in Europe: Germany	143,148	127,378	425,286	403,927
in % of total net sales	22.7	22.7	21.9	22.8
Asia/Pacific/Africa	116,391	111,680	355,377	346,037
in % of total net sales	18.5	19.9	18.3	19.6
Americas	76,917	57,598	252,294	201,162
in % of total net sales	12.2	10.3	13.0	11.4
Total	629,403	560,219	1,938,356	1,768,072

1) April 1, 2016 - June 30, 2016

2) April 1, 2015 - June 30, 2015

3) October 1, 2015 - June 30, 2016

4) October 1, 2014 - June 30, 2015

14

EX-99.3

Exhibit 99.3

Unaudited pro forma condensed combined financial information

On November 23, 2015, Diebold, Incorporated, which we refer to as "we", the "Company" and "Diebold", a global leader in providing self-service delivery, value-added services and software primarily to the financial services industry, and Wincor Nixdorf AG, or Wincor Nixdorf, a leading provider of information technology, or IT, solutions and services to the financial services and retail industries, announced that the companies had entered into the Business Combination Agreement (as defined herein). Pursuant to the Business Combination Agreement, on February 5, 2016, Diebold made a voluntary public takeover offer to all shareholders of Wincor Nixdorf, which we refer to herein as the takeover offer. Under the terms of the takeover offer, Diebold offered Wincor Nixdorf shareholders €38.98 in cash plus 0.434 Diebold common shares per Wincor Nixdorf ordinary share, which is herein referred to as the takeover offer consideration. The acquisition of Wincor Nixdorf ordinary shares pursuant to the takeover offer is herein referred to as the Acquisition.

On August 15, 2016, Diebold completed the takeover offer and delivered the takeover offer consideration to Wincor Nixdorf shareholders who validly tendered their Wincor Nixdorf ordinary shares in the takeover offer. In connection with the closing of the takeover offer, Diebold issued 9,928,514 of new Diebold common shares, or the New Shares. At the closing, Diebold acquired (through Diebold Holding Germany Inc. & Co. KGaA, a German partnership limited by shares (Kommanditgesellschaft auf Aktien) and a wholly owned subsidiary of Diebold), 22,876,760 Wincor Nixdorf ordinary shares, representing 69.15 percent of the total number of all issued Wincor Nixdorf ordinary shares inclusive of treasury shares (76.7 percent of all Wincor Nixdorf ordinary shares outstanding) in exchange for an aggregate takeover offer consideration of approximately $1,275.2 million, consisting of (1) €891.7 million in cash and (2) the New Shares (representing €49.94 or $55.74 per Wincor Nixdorf ordinary share, based on the closing price of Diebold common shares as of August 12, 2016 of $28.17), valuing Wincor Nixdorf at approximately €1.6 billion (approximately $1.8 billion based on an exchange rate of $1.1161 per euro).

The following unaudited pro forma condensed combined financial information is presented to illustrate the estimated effects of the Acquisition of Wincor Nixdorf by Diebold and certain other adjustments listed below through the takeover offer.

The unaudited pro forma condensed combined financial information is based upon the respective historical consolidated financial statements of Diebold and Wincor Nixdorf, and should be read in conjunction with (1) the accompanying notes to the unaudited pro forma condensed combined financial information, (2) the unaudited consolidated financial statements as of June 30, 2016 and for the six-month period ended June 30, 2016 and notes thereto of Diebold included in Diebold’s quarterly report on Form 10-Q for the quarterly period ended June 30, 2016, filed with the SEC on July 28, 2016 and incorporated herein by reference, (3) the audited consolidated financial statements for the fiscal year ended December 31, 2015 and notes thereto included in Diebold’s annual report on Form 10-K filed with the SEC on February 2, 2016, portions of which (including Part II, Item 8. Financial Statements and Supplementary Data) were recast in the Company’s Current Report on Form 8-K filed with the SEC on September 23, 2016 and incorporated herein by reference, and (4) the audited consolidated financial statements for the fiscal year ended September 30, 2015 and notes thereto of Wincor Nixdorf. The unaudited pro forma condensed combined balance sheet as of June 30, 2016 and the unaudited condensed combined statements of operations for the six-month period ended June 30, 2016 include financial information derived from Wincor Nixdorf’s historical unaudited consolidated financial statements as of March 31, 2016 and for the six-month period ended March 31, 2016 and notes thereto.

The unaudited pro forma condensed combined balance sheet as of June 30, 2016, and the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2015 and six-month period ended June 30, 2016, are presented herein. The unaudited pro forma condensed combined balance sheet combines the unaudited consolidated balance sheets of Diebold and Wincor Nixdorf as of June 30, 2016 and March 31, 2016, respectively, and gives effect to the Acquisition as if it occurred on June 30, 2016. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2015 combines the historical results of Diebold and Wincor Nixdorf for the years ended December 31, 2015 and September 30, 2015, respectively, and gives effect to the Acquisition as if it occurred on January 1, 2015. The unaudited pro forma condensed combined statement of operations for the six-month period ended June 30, 2016 combines the historical results of Diebold and Wincor Nixdorf for the six-month period ended June 30, 2016 and March 31, 2016, respectively, and gives effect to the Acquisition as if it occurred on January 1, 2015. The historical financial information has been adjusted to give effect to pro forma adjustments that are (1) directly attributable to the Acquisition, (2) factually supportable, and (3) with respect to the unaudited condensed combined statements of operations, expected to have a continuing impact on the combined entity’s consolidated results.

The Acquisition of Wincor Nixdorf by Diebold is accounted for using the acquisition method of accounting under the provisions of Accounting Standards Codification 805, “Business Combinations,” or ASC 805, with Diebold representing the accounting acquirer under this guidance. The following unaudited pro forma condensed combined financial information primarily gives effect to the Acquisition adjustments, which include:

• adjustments to reconcile Wincor Nixdorf’s historical audited financial statements prepared in accordance with International Financial Reporting Standards (IFRS) to Generally Accepted Accounting Principles (GAAP) and conversion from euros to U.S. dollars;

• application of the acquisition method of accounting in connection with the Acquisition to reflect aggregate offer consideration of $1.3 billion in exchange for 76.7 percent of all outstanding Wincor Nixdorf ordinary shares;

• adjustments to reflect financing arrangements entered into in connection with the Acquisition; and

• transaction costs in connection with the Acquisition.

The unaudited pro forma condensed combined statement of operations also includes certain purchase accounting adjustments, including items expected to have a continuing impact on the combined results, such as increased amortization expense on acquired intangible assets. The unaudited pro forma condensed combined statement of operations does not include the impact of any revenue, cost or other operating synergies that may result from the Acquisition or any related restructuring costs.

The unaudited pro forma condensed combined financial information presented is based on the assumptions and adjustments described in the accompanying notes. The unaudited pro forma condensed combined financial information is presented for illustrative purposes and does not purport to represent what the financial position or results of operations would actually have been if the Acquisition occurred as of the dates indicated or what financial position or results would be for any future periods.

Diebold, Incorporated and subsidiaries

Unaudited pro forma condensed combined balance sheet

As of June 30, 2016

(in millions)

	Historical
	Diebold (June 30, 2016)			Wincor Nixdorf (March 31, 2016) (IFRS) (see note 3)			Wincor Nixdorf U.S. GAAP adjustments			(Note)	Wincor Nixdorf (U.S. GAAP)			Purchase accounting adjustments			(Note)	Financing adjustments			(Note)	Pro forma
ASSETS
Current assets:
Cash and cash equivalents	$	335.5		$	73.4		$	—			$	73.4		$	—			$	986.7		7(j), (k)	$	1,395.6
Restricted cash	1,823.0			—			—				—			(995.4		)	7(a)	(827.6		)	7(k)	—
Short-term investments	26.6			—			—				—			—				—				26.6
Trade receivables, net	520.1			527.2			—				527.2			(0.2		)	7(b)	—				1,047.1
Inventories	430.8			436.0			—				436.0			64.4			7(c)	—				931.2
Deferred income taxes	116.5			—			32.3			5(b), (d)	32.3			—				—				148.8
Prepaid expenses	22.4			—			—				—			—				—				22.4
Prepaid income taxes	34.7			17.4			—				17.4			—				—				52.1
Other current assets	148.6			99.6			13.3			5(d)	112.9			—				(12.9		)	7(l)	248.6
Total current assets	3,458.2			1,153.6			45.6				1,199.2			(931.2		)		146.2				3,872.4
Securities and other investments	84.0			4.2			—				4.2			—				—				88.2
Property, plant and equipment, net	166.1			138.9			—				138.9			119.6			7(f)	—				424.6
Goodwill	169.2			381.9			—				381.9			586.8			7(d)	—				1,137.9
Deferred income taxes	60.5			55.9			(44.7		)	5(b), (d)	11.2			—				—				71.7
Finance lease receivables	22.7			18.2			—				18.2			—				—				40.9
Other intangible assets	67.9			33.1			(1.0		)	5(a)	32.1			787.3			7(e)	—				887.3
Other assets	11.9			5.5			4.3			5(d)	9.8			—				—				21.7
Total other assets, net	582.3			637.7			(41.4		)		596.3			1,493.7				—				2,672.3
Total assets	$	4,040.5		$	1,791.3		$	4.2			$	1,795.5		$	562.5			$	146.2			$	6,544.7
LIABILITIES AND EQUITY
Current liabilities:
Notes payable	$	39.0		$	77.6		$	—			$	77.6		$	—			$	(10.3	)	7(j)	$	106.3
Accounts payable	261.1			375.9			—				375.9			(0.2		)	7(b)	—				636.8
Deferred revenue	217.6			225.7			—				225.7			(37.5		)	7(g)	—				405.8
Payroll and other benefits liabilities	77.6			136.5			—				136.5			—				—				214.1
Other current liabilities	322.7			230.7			(42.0		)	5(b), (d)	188.7			—				—				511.4
Total current liabilities	918.0			1,046.4			(42.0		)		1,004.4			(37.7		)		(10.3		)		1,874.4
Long-term debt	2,274.0			64.5			—				64.5			—				169.4			7(j)	2,507.9
Pensions and other benefits	194.6			98.6			—				98.6			—				—				293.2
Post-retirement and other benefits	19.4			11.8			—				11.8			—				—				31.2
Deferred income taxes	—			32.1			34.8			5(a)-(d)	66.9			270.8			7(h)	—				337.7
Other long-term liabilities	32.5			24.3			(2.5		)	5(b), (c)	21.8			—				—				54.3
Commitments and contingencies	—			—			—				—			—				—				—
Equity:
Diebold, Incorporated shareholders’ equity
Preferred shares	—			—			—				—			—				—				—
Common shares	100.0			37.7			—				37.7			(25.3		)	7(i)	—				112.4
Additional capital	440.6			—			—				—			267.4			7(i)	—				708.0
Retained earnings	869.3			606.6			13.9			5(a)-(d)	620.5			(620.5		)	7(i)	(12.9		)	7(j), (l)	856.4
Treasury shares	(562.2		)	(197.7		)	—				(197.7		)	197.7			7(i)	—				(562.2		)
Accumulated other comprehensive items, net	(269.4		)	58.9			—				58.9			(58.9		)	7(i)	—				(269.4		)
Total Diebold, Incorporated shareholders’ equity	578.3			505.5			13.9				519.4			(239.6		)		(12.9		)		845.2
Noncontrolling interests	23.7			8.1			—				8.1			569.0			7(i)	—				600.8
Total equity	602.0			513.6			13.9				527.5			329.4				(12.9		)		1,446.0
Total liabilities and equity	$	4,040.5		$	1,791.3		$	4.2			$	1,795.5		$	562.5			$	146.2			$	6,544.7

See accompanying notes to unaudited pro forma condensed combined financial information.

Diebold, Incorporated and subsidiaries

Unaudited pro forma condensed combined statement of operations

For the year ended December 31, 2015

(in millions, except per share data)

	Historical
	Diebold (December 31, 2015)			Wincor Nixdorf (September 30, 2015) (IFRS) (see note 3)			Wincor Nixdorf U.S. GAAP adjustments			(Note)	Wincor Nixdorf (U.S. GAAP)			Purchase accounting adjustments			(Note)	Financing adjustments			(Note)	Pro forma
Net sales
Services	$	1,394.2		$	1,436.8		$	—			$	1,436.8		$	(6.2	)	8(a)	$	—			$	2,824.8
Products	1,025.1			1,351.1			—				1,351.1			(0.3		)	8(a)	—				2,375.9
	2,419.3			2,787.9			—				2,787.9			(6.5		)		—				5,200.7
Cost of sales
Services	932.8			1,166.1			—				1,166.1			(1.5		)	8(a)	—				2,097.4
Products	834.5			1,057.5			(13.2		)	5(b), (e), (f)	1,044.3			76.8			8(a)-(d)	—				1,955.6
	1,767.3			2,223.6			(13.2		)		2,210.4			75.3				—				4,053.0
Gross profit (loss)	652.0			564.3			13.2				577.5			(81.8		)		—				1,147.7
Selling and administrative expense	488.2			392.6			0.2			5(e), (f)	392.8			68.8			8(c), (d), (e)	—				949.8
Research, development and engineering expense	86.9			102.9			4.2			5(a), (e), (f)	107.1			(1.5		)	8(c), (d)	—				192.5
Impairment of assets	18.9			—			—				—			—				—				18.9
Gain on sale of assets, net	(0.6		)	—			—				—			—				—				(0.6		)
	593.4			495.5			4.4				499.9			67.3				—				1,160.6
Operating profit (loss)	58.6			68.8			8.8				77.6			(149.1		)		—				(12.9		)
Other income (expense)
Investment income	26.0			(2.0		)	—				(2.0		)	—				—				24.0
Interest expense	(32.5		)	(8.3		)	1.8			5(c), (e)	(6.5		)	—				(115.9		)	8(i)	(154.9		)
Foreign exchange loss, net	(10.0		)	(41.3		)	—				(41.3		)	—				—				(51.3		)
Miscellaneous, net	3.7			—			—				—			—				(7.0		)	8(j)	(3.3		)
Income (loss) from continuing operations before taxes	45.8			17.2			10.6				27.8			(149.1		)		(122.9		)		(198.4		)
Income tax (benefit) expense	(13.7		)	8.2			4.9			5(a), (b)	13.1			(43.3		)	8(f)	(35.6		)	8(k)	(79.5		)
Income (loss) from continuing operations, net of tax	59.5			9.0			5.7				14.7			(105.8		)		(87.3		)		(118.9		)
Income (loss) from continuing operations attributable to noncontrolling interest	1.7			—			—				—			37.2			8(g)	—				38.9
Income (loss) from continuing operations attributable to Diebold, Inc.	$	57.8		$	9.0		$	5.7			$	14.7		$	(143.0	)		$	(87.3	)		$	(157.8	)
Basic Weighted Average Shares Outstanding	64.9													9.9			8(h)	—				74.8
Diluted Weighted Average Shares Outstanding	65.6													9.9			8(h)	—				75.5
Basic earnings (loss) per share from continuing operations	$	0.89																				$	(2.11	)
Diluted earnings (loss) per share from continuing operations	$	0.88																				$	(2.11	)

See accompanying notes to unaudited pro forma condensed combined financial information.

Diebold, Incorporated and subsidiaries

Unaudited pro forma condensed combined statement of operations

For the six-month period ended June 30, 2016

(in millions, except per share data)

	Historical
	Diebold (June 30, 2016)			Wincor Nixdorf (March 31, 2015) (IFRS) (see note 3)			Wincor Nixdorf U.S. GAAP adjustments			(Note)	Wincor Nixdorf (U.S. GAAP)			Purchase accounting adjustments			(Note)	Financing adjustments			(Note)	Pro forma
Net sales
Services	$	693.2		$	716.7		$	—			$	716.7		$	(23.0	)	8(a)	—				$	1,386.9
Products	396.4			722.5			—				722.5			—			8(a)	—				1,118.9
	1,089.6			1,439.2			—				1,439.2			(23.0		)		—				2,505.8
Cost of sales
Services	463.9			552.8			—				552.8			(17.3		)	8(a)	—				999.4
Products	331.8			526.2			1.1			5(b), (e), (f)	527.3			7.6			8(a)-(d)	—				866.7
	795.7			1,079.0			1.1				1,080.1			(9.7		)		—				1,866.1
Gross profit	293.9			360.2			(1.1		)		359.1			(13.3		)		—				639.7
Selling and administrative expense	252.9			211.6			1.1			5(e), (f)	212.7			0.1			8(c), (d), (e)	—				465.7
Research, development and engineering expense	36.1			51.6			—			5(a), (e), (f)	51.6			(1.6		)	8(c), (d)	—				86.1
Impairment of assets	—			—			—				—			—				—				—
Gain on sale of assets, net	0.3			—			—				—			—				—				0.3
	289.3			263.2			1.1				264.3			(1.5		)		—				552.1
Operating profit (loss)	4.6			97.0			(2.2		)		94.8			(11.8		)		—				87.6
Other income (expense)
Investment income	11.2			—			—				—			—				—				11.2
Interest expense	(35.8		)	(2.8		)	0.9			5(c), (e)	(1.9		)	—				(56.0		)	8(i)	(93.7		)
Foreign exchange loss, net	(3.6		)	(8.1		)	—				(8.1		)	—				—				(11.7		)
Miscellaneous, net	7.8			11.7			—				11.7			—				(12.9		)	8(j)	6.6
Income (loss) from continuing operations before taxes	(15.8		)	97.8			(1.3		)		96.5			(11.8		)		(68.9		)		—
Income tax (benefit) expense	(15.7		)	28.6			(0.4		)	5(a), (b)	28.2			(3.4		)	8(f)	(20.0		)	8(k)	(10.9		)
Income (loss) from continuing operations, net of tax	(0.1		)	69.2			(0.9		)		68.3			(8.4		)		(48.9		)		10.9
Income (loss) from continuing operations attributable to noncontrolling interest	1.1			—			—				—			17.8			8(g)	—				18.9
Income (loss) from continuing operations attributable to Diebold, Inc.	$	(1.2	)	$	69.2		$	(0.9	)		$	68.3		$	(26.2	)		$	(48.9	)		$	(8.0	)
Basic Weighted Average Shares Outstanding	65.1													9.9			8(h)	—				75.0
Diluted Weighted Average Shares Outstanding	65.7													9.9			8(h)	—				75.6
Basic earnings (loss) per share from continuing operations	$	(0.02	)																			$	(0.11	)
Diluted earnings (loss) per share from continuing operations	$	(0.02	)																			$	(0.11	)

See accompanying notes to unaudited pro forma condensed combined financial information.

Notes to unaudited pro forma condensed combined financial information

Note 1-Description of the Acquisition

On November 23, 2015, Diebold, a global leader in providing self-service delivery, value-added services and software primarily to the financial services industry, and Wincor Nixdorf, a leading provider of IT solutions and services to the financial services and retail industries, announced that the companies had entered into the Business Combination Agreement. Pursuant to the Business Combination Agreement, on February 5, 2016, Diebold made a voluntary public takeover offer to all shareholders of Wincor Nixdorf. Under the terms of the takeover offer, Diebold offered Wincor Nixdorf shareholders €38.98 in cash plus 0.434 Diebold common shares per Wincor Nixdorf ordinary share.

On August 15, 2016, Diebold completed the takeover offer and delivered the takeover offer consideration to Wincor Nixdorf shareholders who validly tendered their Wincor Nixdorf ordinary shares in the takeover offer. In connection with the closing of the takeover offer, Diebold issued 9,928,514 of New Shares. At the closing, Diebold acquired (through Diebold Holding Germany Inc. & Co. KGaA, a German partnership limited by shares (Kommanditgesellschaft auf Aktien) and a wholly owned subsidiary of Diebold), 22,876,760 Wincor Nixdorf ordinary shares, representing 69.15 percent of the total number of all issued Wincor Nixdorf ordinary shares inclusive of treasury shares (76.7 percent of all Wincor Nixdorf ordinary shares outstanding) in exchange for an aggregate takeover offer consideration of approximately $1,275.2 million, consisting of 1) €891.7 million in cash and 2) the New Shares (representing €49.93 or $55.74 per Wincor Nixdorf ordinary share, based on the closing price of Diebold common shares as of August 12, 2016 of $28.17), valuing Wincor Nixdorf at approximately €1.6 billion (approximately $1.8 billion based on an exchange rate of $1.1161 per euro).

Note 2-Basis of presentation

The accompanying unaudited pro forma condensed combined financial information was prepared in accordance with Article 11 of Regulation S-X. The unaudited pro forma condensed combined balance sheet was prepared using the historical balance sheets of Diebold as of June 30, 2016 and Wincor Nixdorf as of March 31, 2016 and assumes the Acquisition occurred on June 30, 2016. Wincor Nixdorf’s fiscal year ends on September 30 and Diebold’s fiscal year ends on December 31. The pro forma condensed combined financial information has been prepared utilizing periods that differ by less than 93 days, as permitted by SEC rules and regulations. The unaudited pro forma condensed combined statements of operations were prepared using:

• the historical audited statement of income of Diebold for the year ended December 31, 2015, and historical unaudited statement of operations of Diebold for the six-month period ended June 30, 2016; and

• the historical audited consolidated statement of income of Wincor Nixdorf for the year ended September 30, 2015, and historical unaudited consolidated statement of income of Wincor Nixdorf for the six-month period ended March 31, 2016.

Diebold’s historical audited financial statements were prepared in accordance with GAAP and presented in millions of U.S. dollars. Wincor Nixdorf’s historical audited financial statements were prepared in accordance with IFRS as issued by the IASB and presented in thousands of euros. The historical Wincor Nixdorf financial statements included within the unaudited pro forma condensed combined balance sheet and statement of operations have been rounded to millions, and certain reclassifications were made to align Wincor Nixdorf’s financial statement presentation with that of Diebold. Wincor Nixdorf’s historical audited financial statements were reconciled to GAAP, and the IFRS to GAAP adjustments are reflected in the “Wincor Nixdorf GAAP Adjustments” column as presented and discussed in the accompanying notes. Wincor Nixdorf’s historical audited financial statements, IFRS to GAAP adjustments and pro forma adjustments were translated from euros to U.S. dollars using the period-end rate of $1.1380 per euro for the unaudited pro forma condensed combined balance sheet as of March 31, 2016 and the historical average rate of $1.1487 and $1.0995 per euro during the year ended September 30, 2015 and the six-month period ended March 31, 2016, respectively, for the unaudited pro forma condensed combined statements of operations.

The Acquisition has been accounted for using the acquisition method of accounting under the provisions of ASC 805, with Diebold representing the accounting acquirer under this guidance. Accordingly, the historical consolidated financial statements have been adjusted to give effect to the impact of the offer consideration paid in connection with the Acquisition. In the unaudited pro forma condensed combined balance sheet, Diebold’s cost to acquire Wincor Nixdorf has been allocated to the assets acquired and liabilities assumed based upon management’s preliminary estimate of what their respective fair values would be as of the date of the Acquisition. The pro forma adjustments are preliminary and are based upon available information and certain assumptions which management believes are reasonable under the circumstances and which are described in the accompanying notes herein. Actual results may differ materially from the assumptions within the accompanying unaudited pro forma condensed combined financial information. Under ASC 805, generally all assets acquired and liabilities assumed are recorded at their acquisition date fair value.

For purposes of the pro forma information presented herein, the fair value of Wincor Nixdorf’s identifiable tangible and intangible assets acquired and liabilities assumed is based on a preliminary estimate of fair value. Any excess of the purchase price and the noncontrolling interest over the fair value of identified tangible and intangible assets acquired and liabilities assumed will be recognized as goodwill. Certain current market based assumptions were used which will be updated upon completion of the Acquisition. Management believes the estimated fair values utilized for the assets to be acquired and liabilities to be assumed are based on reasonable estimates and assumptions. Preliminary fair value estimates may change as additional information becomes available and such changes could be material, until certain valuations and other studies have reached a stage where there is sufficient information for definitive measurement. In addition, a preliminary review of IFRS to GAAP differences and related accounting policies has been completed based on information made available to date. However, following the consummation of the Acquisition, management is in the process of conducting a final review. As a result of that review, management may identify differences that, when finalized, could have a material impact on the unaudited pro forma condensed combined financial information.

The unaudited pro forma condensed combined statements of operations also include certain purchase accounting adjustments, including items expected to have a continuing impact on the combined results, such as increased amortization expense on acquired intangible assets. The unaudited pro forma condensed combined statements of operations do not include the impacts of any revenue, cost or other operating synergies that may result from the Acquisition or any related restructuring costs that may be contemplated. Diebold and Wincor Nixdorf have been collecting information in order to formulate detailed integration plans to deliver planned synergies. However, at this time, the status of the integration plans is too uncertain to include in the unaudited pro forma financial statements.

The unaudited pro forma condensed combined statements of operations only shows net income (loss) from continuing operations attributable to Diebold, Incorporated.

Financing arrangement

In connection with the Acquisition, Diebold entered into a Credit Agreement, dated as of November 23, 2015 the Senior Credit Facility, as amended on December 23, 2015, May 6, 2016 and August 16, 2016 (as further amended, supplemented and otherwise modified), which is comprised of (1) $520.0 million of commitments under a revolving facility, or the Revolving Facility, which replaced our then existing revolving facility, of which $ 310 million has been drawn as of June 30, 2016, (2) a $230.0 million term loan A facility, or the Term Loan A Facility, which replaced our then existing term loan A facility, (3) a $250.0 million delayed draw term loan A facility, or the Delayed Draw Term Loan A Facility, and (4) term loan B facility which provides a $1,000.0 million tranche and a €350.0 million tranche, or the Term Loan B Facility, which we refer to collectively as the Acquisition Financing.

The Acquisition was financed with a combination of: (1) a portion of the proceeds from the issuance of $400.0 million 8.5% Senior Notes due 2024, or the Senior Notes and (2) a portion of the funds borrowed under the Term Loan B Facility. We used a portion of the net proceeds of the original notes, along with a portion of the cash proceeds from our sale of our North America electronic security business and borrowings under the Senior Credit Facility, to pay the cash portion of the takeover offer consideration and the purchase price for the Acquisition, refinance a portion of our and Wincor Nixdorf’s debt and the costs, fees and expenses incurred in connection with the Acquisition, and for general corporate purposes, including to pay hedging costs and for other settlements. On May 6, 2016, we borrowed fully the amounts available under the U.S. dollar-denominated tranche and the euro-denominated tranche provided by the Term Loan B Facility, which borrowings were funded into escrow and were used to fund a portion of the purchase price of the Acquisition. Upon the closing of the acquisition, the Acquisition Financing funds were no longer legally restricted and, therefore, released from escrow.

Note 3-Reclassifications

Historical Wincor Nixdorf financial statements included within the unaudited pro forma condensed combined financial information have been rounded from thousands to millions and converted from euro to U.S. dollars using the period-end rate of $1.1380 per euro for the unaudited pro forma condensed combined balance sheet as of March 31, 2016 and the historical average rate of $1.1487 and $1.0995 per euro during the year ended September 30, 2015 and the six-month period ended March 31, 2016, respectively, for the unaudited pro forma condensed combined statements of operations. In addition, certain balances presented in the historical Wincor Nixdorf financial statements included within the unaudited pro forma condensed combined financial information have been reclassified to conform the presentation to that of Diebold as indicated in the tables below:

Balance Sheet as of March 31, 2016

Item	Amount (in US$M)		Presentation in Wincor Nixdorf’s IFRS financial statements	Presentation in unaudited pro forma condensed combined financial information
Receivables from related companies	$	5.1	Receivables from related companies	Other current assets
Finance lease receivables	$	18.2	Trade receivables	Finance lease receivables
Reworkable service parts	$	32.4	Reworkable service parts	Inventories
Investments accounted for using the equity method	$	0.1	Investments accounted for using the equity method	Securities and other investments
Goodwill	$	381.9	Intangible assets	Goodwill
Acquired intangibles	$	33.1	Intangible assets	Property, plant and equipment
Current income tax liabilities	$	51.4	Current income tax liabilities	Other current liabilities
Liabilities to related companies	$	0.5	Liabilities to related companies	Other current liabilities
Advances received	$	29.0	Advances received	Deferred revenue
Financial liabilities (current)	$	77.6	Financial liabilities (current)	Notes payable
Payroll and other benefits liabilities	$	96.2	Other accruals (current)	Payroll and other benefits liabilities
Other current liabilities	$	111.0	Other accruals (current)	Other current liabilities
Payroll and other benefits liabilities	$	40.2	Other current liabilities	Payroll and other benefits liabilities
Deferred revenue	$	196.7	Other current liabilities	Deferred revenue
Trade payables	$	0.1	Trade payables	Other long-term liabilities
Financial liabilities (noncurrent)	$	64.5	Financial liabilities (noncurrent)	Long-term debt
Post-retirement and other benefits	$	11.8	Other accruals (noncurrent)	Post-retirement and other benefits
Other long-term liabilities	$	13.4	Other accruals (noncurrent)	Other long-term liabilities
Accruals for pensions and similar commitments	$	98.6	Accruals for pensions and similar commitments	Pensions and other benefits
Subscribed capital of Wincor Nixdorf	$	37.7	Subscribed capital of Wincor Nixdorf	Common shares
Other components of equity	$	58.9	Other components of equity	Accumulated other comprehensive items, net

Statement of Income for the Year Ended September 30, 2015

Item	Amount (in US$M)			Presentation in Wincor Nixdorf’s IFRS financial statements	Presentation in unaudited pro forma condensed combined financial information
Net sales-Services	$	1,436.8		Net sales	Net sales-Services
Net sales-Products	$	1,351.1		Net sales	Net sales-Products
Cost of sales-Services	$	1,212.9		Cost of sales	Cost of sales-Services
Cost of sales-Products	$	1,076.9		Cost of sales	Cost of sales-Products
Administrative expenses	$	(24.9	)	Cost of sales	Selling and administrative expense
Foreign exchange (loss) gain, net	$	(21.9	)	Cost of sales (Services)	Foreign exchange (loss) gain, net
Foreign exchange (loss) gain, net	$	(19.4	)	Cost of sales (Products)	Foreign exchange (loss) gain, net
Results from equity accounted investments	$	2.3		Results from equity accounted investments	Investment income
Investment income	$	0.4		Finance income	Investment income
Interest expense	$	1.3		Finance income	Interest expense
Finance costs	$	(9.7	)	Finance costs	Interest expense

Statement of Income for the Six-Month Period Ended March 31, 2016

Item	Amount (in US$M)			Presentation in Wincor Nixdorf’s IFRS financial statements	Presentation in unaudited pro forma condensed combined financial information
Net sales-Services	$	716.7		Net sales	Net sales-Services
Net sales-Products	$	722.5		Net sales	Net sales-Products
Cost of sales-Services	$	568.9		Cost of sales	Cost of sales-Services
Cost of sales-Products	$	530.1		Cost of sales	Cost of sales-Products
Administrative expenses	$	(11.9	)	Cost of sales	Selling and administrative expense
Foreign exchange (loss) gain, net	$	(4.2	)	Cost of sales (Services)	Foreign exchange (loss) gain, net
Foreign exchange (loss) gain, net	$	(3.9	)	Cost of sales (Products)	Foreign exchange (loss) gain, net
Results from equity accounted investments	$	0.2		Results from equity accounted investments	Investment income
Investment income	$	0.1		Finance income	Investment income
Interest expense	$	1.4		Finance income	Interest expense
Finance costs	$	(4.2	)	Finance costs	Interest expense
Other operating result	$	11.6		Other operating result	Miscellaneous, net

Note 4-Purchase price

At closing, Wincor Nixdorf shareholders who validly tendered their shares received the offer consideration in cash and common shares of Diebold that is the equivalent to €49.94 or $55.74 for each Wincor Nixdorf ordinary share (based on the closing price per share of Diebold common shares of $28.17 as of August 12, 2016). The purchase price reflected in the unaudited pro forma condensed combined financial information is based on 76.7 percent of all outstanding Wincor Nixdorf ordinary shares that were validly tendered in the offer. It is possible that Wincor Nixdorf shareholders who did not tender their shares in the offer may receive a different form and amount of consideration and may receive consideration on different dates.

For the purpose of preparing the accompanying unaudited pro forma condensed combined balance sheet as of June 30, 2016, the preliminary estimate of the purchase price was calculated as follows (amounts in millions, except share data):

Wincor Nixdorf ordinary shares tendered at closing of the acquisition	22,876,760
Closing price per share of Diebold common stock on August 12, 2016	$	28.17
Closing date exchange ratio	0.434
Equity consideration per share in U.S. dollars	$	12.23
Cash per share portion of the purchase consideration	€	38.98
Euro to US dollar exchange rate as of August 12, 2016	1.1161
Cash consideration per share in U.S. dollars	$	43.51
Fair value of cash portion of the purchase consideration in U.S. dollars(1)	$	995.4
Fair value of equity portion of the purchase consideration in U.S. dollars(2)	279.8
Total purchase price in U.S. dollars	$	1,275.2

    (1)    The fair value of cash portion of the purchase consideration in U.S. dollars is calculated as follows (amounts in millions, except share data):

Cash consideration per ordinary share of Wincor Nixdorf	$	43.51
Wincor Nixdorf ordinary shares tendered at closing of the acquisition	22,876,760
Total cash portion of the purchase consideration	$	995.4

(2)    Based on 76.7 percent of all outstanding Wincor Nixdorf shares that were validly tendered in the offer, the fair value of equity portion of the purchase consideration     in U.S. dollars is calculated as follows (amounts in millions, except share data):

Wincor Nixdorf ordinary shares tendered at closing of the acquisition	22,876,760
Closing price per Diebold common shares on August 12, 2016	$	28.17
Closing date exchange ratio	0.434
Equity consideration per share in U.S. dollars	12.23
Total equity portion of the purchase consideration	$	279.8

See “The Transactions.” In accordance with ASC 805, the fair value of equity securities issued as part of the consideration paid has been measured on the closing date of the offer at the then-current market price.

The following is a summary of the preliminary allocation of the above purchase price and the fair value of the noncontrolling interest as reflected in the unaudited pro forma condensed combined balance sheet as of June 30, 2016 (amounts in millions):

Total purchase price	$	1,275.2
Fair value of noncontrolling interest (1)	569.0
	$	1,844.2
Recognized amounts of identifiable assets acquired and liabilities assumed
Net book value of assets acquired	$	519.4
Write-off of pre-existing Wincor Nixdorf goodwill and intangible assets	(414.0		)
Adjusted net book value of assets acquired	105.4
Identifiable intangible assets at fair value	819.4
Increase property, plant, and equipment to fair value	119.6
Increase inventory to fair value	64.4
Decrease deferred revenue to fair value	37.5
Deferred tax adjustments	(270.8		)
Fair value of assets and liabilities assumed excluding goodwill	875.5
Total goodwill	$	968.7

(1)    The fair value of the noncontrolling interest in U.S. dollars is calculated as follows (amounts in millions, except share data):

Total consideration in cash and common shares of Diebold for each Wincor Nixdorf ordinary share tendered at closing of the acquisition	$	55.7
Wincor Nixdorf ordinary shares not tendered at closing of the acquisition	10,208,288
Fair value of the noncontrolling interest	$	569.0

The goodwill balance is primarily attributed to the assembled workforce, expanded market opportunities and cost and other operating synergies anticipated upon the integration of the operations of Diebold and Wincor Nixdorf. See Note 7 for a discussion of the methods used to determine the fair value of Wincor Nixdorf’s identifiable assets.

Note 5-IFRS to US GAAP adjustments

(a) Reflects adjustments to reverse certain research and development costs capitalized under IFRS for hardware and fixed assets as a result of the application of GAAP. In accordance with IFRS, certain development costs can be capitalized for hardware and fixed assets which otherwise would be expensed under GAAP. The adjustments to the unaudited pro forma condensed combined balance sheet as of June 30, 2016 consist of a reduction in other intangible assets and its corresponding deferred tax liability, which resulted in a decrease to retained earnings. The adjustments to the unaudited pro forma condensed combined statements of operations for the year ended December 31, 2015 consist of an increase to research, development and engineering expense and a reduction to income tax expense, and for the six-month period ended June 30, 2016 consist of a decrease to research, development and engineering expense and an increase to income tax expense.

Unaudited Pro Forma Balance Sheet Adjustments

	As of June 30, 2016
	Adjustments
	(in millions)
Other intangible assets	$	(1.0	)
Deferred income taxes-noncurrent	$	(0.3	)
Retained earnings	$	(0.7	)

Unaudited Pro Forma Statement of Income Adjustments

	Adjustments			Adjustments
	Year ended December 31, 2015			Six-month period ended June 30, 2016
	(in millions)			(in millions)
Research, development and engineering expense	$	1.2		$	(0.2	)
Income tax expense	$	(0.4	)	$	0.1

(b) Reflects adjustments to reverse accrued expenses for onerous contracts in which Wincor Nixdorf has recorded a provision on contracts for which the unavoidable costs of meeting the contractual obligations exceed the economic benefits expected to be received. Under GAAP, losses on firmly committed executory contracts typically are not recognized. The adjustment to the unaudited pro forma condensed combined balance sheet as of June 30, 2016 consists of reductions in other current liabilities and other long-term liabilities, a decrease to the corresponding deferred tax assets (current and noncurrent), which resulted in the increase of retained earnings. The adjustments to the unaudited pro forma condensed combined statements of operations for the year ended December 31, 2015 consist of a reduction in cost of sales-products and an increase to income tax expense, and for and the six-month period ended June 30, 2016 consist of an increase in cost of sales-products and a decrease to income tax expense.

Unaudited Pro Forma Balance Sheet Adjustments

	As of June 30, 2016
	Adjustments
	(in millions)
Deferred income taxes (current asset)	$	(3.2	)
Other current liabilities	$	(13.1	)
Deferred income taxes (noncurrent liability)	$	(0.8	)
Other long-term liabilities	$	(2.8	)
Retained earnings	$	13.5

Unaudited Pro Forma Statement of Income Adjustments

	Year ended December 31, 2015			Six-month period ended June 30, 2016
	Adjustments			Adjustments
	(in millions)			(in millions)
Cost of sales-products	$	(13.6	)	$	0.9
Income tax expense	$	4.1		$	(0.3	)

(c) Reflects adjustments to reverse the impact of the discounting of long-term provisions as acceptable under IFRS. GAAP only allows the discounting of long-term provision when the aggregate amount of the liability and the timing of cash payments for the liability are fixed or determinable. The adjustment to the unaudited pro forma condensed combined balance sheet as of June 30, 2016 consists of an increase to other long-term liabilities and a reduction to the corresponding deferred tax liability, which resulted in the decrease of retained earnings.

Unaudited Pro Forma Balance Sheet Adjustments

	As of June 30, 2016
	Adjustment
	(in millions)
Deferred income taxes (long-term liability)	$	(0.1	)
Other long-term liabilities	$	0.3
Retained earnings	$	(0.2	)

Unaudited Pro Forma Statement of Income Adjustments

	Year ended December 31, 2015		Six-month period ended June 30, 2016
	Adjustments		Adjustments
	(in millions)		(in millions)
Interest expense	$	—	$	0.3
Income tax expense	$	—	$	(0.1	)

(d) Reflects adjustments to the presentation of deferred income taxes as a result of the application of GAAP. In accordance with IFRS, on a jurisdictional basis, all deferred tax assets, or DTAs, and deferred tax liabilities, or DTLs, are netted together, and the net DTA or DTL is recorded on the balance sheet as a noncurrent DTA or DTL, respectively. Under GAAP, jurisdictional netting of DTAs and DTLs are performed on a current versus noncurrent basis. The following table reflects the adjustments to current and noncurrent DTAs and DTLs as a result of the application of GAAP.

Unaudited Pro Forma Balance Sheet Adjustments

	Adjustments (in millions)			Balance sheet classification
Current deferred tax assets	$	35.5		Deferred income taxes (current assets)
Long-term deferred tax assets	$	(44.7	)	Deferred income taxes (noncurrent assets)
Current deferred tax liabilities	$	(28.8	)	Other current liabilities
Long-term deferred tax liabilities	$	35.9		Deferred income taxes (liability)
Current deferred taxes (intra group transfers)	$	13.3		Other current assets
Uncertain tax position liability	$	4.3		Other assets (noncurrent)
Uncertain tax position retained earnings impact	$	1.3		Retained earnings

(e) Reflects the reversal of interest and the expected return on plan assets related to Wincor Nixdorf’s pension plan out of finance income/costs and allocated as a component of employee benefit cost to the following financial statement line items:

Unaudited Pro Forma Statement of Income Adjustments

	Year ended December 31, 2015		Six-month period ended June 30, 2016
	Adjustments		Adjustments
	(in millions)		(in millions)
Cost of sales-products	$	0.2	$	0.1
Selling and administrative expense	$	0.1	$	0.5
Research, development and engineering expense	$	1.5	$	0.1
Interest expense	$	1.8	$	0.7

(f) Reflects an increase in pension expense related to an updated actuarial valuation prepared in accordance with GAAP. The difference between Wincor Nixdorf’s historical valuations under IFRS compared to GAAP is the classification of actuarial gains/losses from other comprehensive income to expense where the amount is above a 10 percent corridor. The adjustment is reflected in the following financial statement line items:

Unaudited Pro Forma Statement of Income Adjustments

	Year ended December 31, 2015		Six-month period ended June 30, 2016
	Adjustments		Adjustments
	(in millions)		(in millions)
Cost of sales-products	$	0.2	$	0.1
Selling and administrative expense	$	0.1	$	0.6
Research, development and engineering expense	$	1.5	$	0.1

Note 6-Conforming accounting policies

At this time, except for the adjustments noted in Note 5 to restate the financial statements of Wincor Nixdorf previously issued under IFRS to be consistent with GAAP and in Note 3 to reclassify certain balances presented in the historical financial statements of Wincor Nixdorf to conform their presentation to that of Diebold, Diebold is not aware of any material differences between the accounting policies of the two companies that will continue to exist subsequent to the application of purchase accounting. Diebold is in process of conducting a more detailed review of Wincor Nixdorf’s accounting policies in an effort to determine if differences in accounting policies require further reclassification of Wincor Nixdorf’s results of operations or reclassification of assets or liabilities to conform to Diebold’s accounting policies and classifications. As a result, Diebold may identify additional differences

between the accounting policies of the two companies that, when conformed, could have a material impact on these unaudited pro forma condensed combined financial information.

Note 7-Unaudited pro forma condensed combined balance sheet adjustments

Purchase accounting adjustments:

(a) Reflects $995.4 million, which represents the cash portion of the purchase price paid to Wincor Nixdorf common shareholders as calculated in Note 4.

(b) Reflects adjustments to trade receivables of $(0.2) million and accounts payable of $(0.2) million for the elimination of intercompany activities between Diebold and Wincor Nixdorf.

(c) Reflects an increase in book value for Wincor Nixdorf’s inventory balances of $64.4 million to reflect the estimated fair value of inventory, estimates of selling price, less cost to sell. The fair value estimate of inventory is preliminary and is determined based on the assumptions that market participants would use in pricing an asset, based on the most advantageous market for the asset (i.e., its highest and best use). This preliminary fair value estimate could include assets that are not intended to be used, may be sold or are intended to be used in a manner other than their best use. For purposes of the accompanying unaudited pro forma condensed combined financial information, it is assumed that all assets will be used in a manner that represents its highest and best use. The final fair value determination for inventories may differ from this preliminary determination.

(d) Goodwill is calculated as the difference of the fair value of the consideration paid plus the fair value of non-controlling interest in Wincor Nixdorf less the values assigned to the identifiable tangible and intangible assets acquired and liabilities assumed. See Note 4 for the calculation of the amount of preliminary goodwill recognized in connection with the Acquisition.

(e) Reflects identifiable intangible assets expected to be recognized in connection with the Acquisition consisting of the following (amounts in millions):

Description	Estimated fair value		Balance  sheet classification
Customer relationships-Software	$	325.5	Other intangible assets
Customer relationships-Systems / Services	346.0		Other intangible assets
Technology-Software	58.0		Other intangible assets
Technology-Systems	51.2		Other intangible assets
Trade name-Wincor Nixdorf	38.7		Other intangible assets
Total identifiable intangible assets	$	819.4

The fair value of the customer relationships intangible asset was valued using a multi-period excess earnings method, a form of the income approach, which incorporates the estimated future cash flows to be generated from Wincor Nixdorf’s existing customer base. Excess earnings are the earnings remaining after deducting the market rates of return on the estimated values of contributory assets, including debt-free net working capital, tangible assets, and other identifiable intangible assets. The excess earnings are thereby calculated for each year of a multi-year projection period and discounted to present value. Accordingly, the primary components of this method consist of the determination of excess earnings and an appropriate rate of return. The Wincor Nixdorf trade name and developed technology was valued using the relief from royalty method under the income approach, which estimates the cost savings generated by a company related to the ownership of an asset for which it would otherwise have had to pay royalties or license fees on revenues earned through the use of the asset. The discount rate used is determined at the time of measurement based on an analysis of the implied internal rate of return of the transaction, weighted average cost of capital and weighted average return on assets.

The fair value estimate for all identifiable intangible assets is preliminary and is based on assumptions that market participants would use in pricing an asset, based on the most advantageous market for the asset (i.e., its highest and best use). This preliminary fair value estimate could include assets that are not intended to be used, may be sold or are intended to be used in a manner other than their best use. For purposes of the accompanying unaudited pro forma condensed combined financial information, it is assumed that all assets will be used in a manner that represents their highest and best use. The final fair value determination for identifiable intangibles may differ from this preliminary determination.

(f) Reflects property, plant and equipment expected to be recognized in connection with the Acquisition consisting of the following (amounts in millions):

Description	Estimated fair value		Balance  sheet classification
Land and land improvements	$	12.6	Property, plant and equipment, net
Buildings and building equipment	92.5		Property, plant and equipment, net
Machinery, tools and equipment	49.7		Property, plant and equipment, net
Leasehold improvements	0.7		Property, plant and equipment, net
Computer equipment	68.3		Property, plant and equipment, net
Computer software	12.7		Property, plant and equipment, net
Tooling	17.0		Property, plant and equipment, net
Construction in progress	5.0		Property, plant and equipment, net
Total property, plant and equipment	$	258.5

(g) Reflects the fair value adjustment to deferred revenue of $37.5 million acquired from Wincor Nixdorf. The fair value of deferred revenue represents an amount equivalent to the estimated cost plus a reasonable profit margin to perform services based on deferred revenue balances of Wincor Nixdorf as of March 31, 2015. The fair value adjustment to deferred revenue will reduce revenues during a period of time following the Acquisition; however, this adjustment has not been included in the pro forma condensed combined statement of operations, because the reduction in revenue is non-recurring in nature.

(h) Reflects the adjustments to record an increase to deferred income tax liabilities of $270.8 million resulting from unaudited pro forma fair value adjustments for the assets acquired and liabilities assumed.

This estimate of deferred taxes was determined based on the changes in the book basis of the net assets to be acquired compared to the historical basis reflected in Wincor Nixdorf’s financial statements using a blended statutory tax rate of 29.0 percent. Adjustments to established deferred tax assets and liabilities due to refined determination of statutory rates as well as the recognition of additional deferred tax assets and liabilities upon detailed analysis of the acquired assets and assumed liabilities may occur in conjunction with the finalization of the purchase accounting and these items could be material.

(i) Reflects an adjustment of $519.4 million to eliminate Wincor Nixdorf’s historical shareholders’ equity, which represents the historical book value of Wincor Nixdorf’s net assets, as a result of the application of purchase accounting.

Reflects adjustments of $12.4 million and $267.4 million to common shares and additional paid-in capital, respectively, to reflect the issuance of 9,928,514 shares of Diebold common shares with a par value of $1.25 per share to satisfy the equity portion of the offer consideration pursuant to the offer, assuming a closing price of Diebold’s common shares on the NYSE on August 12, 2016 of $28.17 per share (refer to Note 4).

Reflects an adjustment of $569.0 million to record the noncontrolling interest at fair value. Subsequent to the closing of the acquisition, on August 16, 2016, the board of directors of the Company and the supervisory and management boards of Wincor Nixdorf approved the conclusion of a proposed domination and profit and loss transfer agreement, which we refer to as the Domination and Profit and Loss Transfer Agreement. Diebold and Wincor Nixdorf expect to execute the agreement after a meeting of shareholders of Wincor Nixdorf that is expected to vote on the Domination and Profit and Loss Transfer Agreement on September 26, 2016. Upon effectiveness and registration of the Domination and Profit and Loss Transfer Agreement, Wincor Nixdorf shareholders will be offered to elect either (1) to continue to hold their Wincor Nixdorf ordinary shares and receive an adequate fixed or variable annual guaranteed dividend or annual share of profit in the amount of the guaranteed dividend or (2) receive adequate cash compensation. The ultimate amount and timing of any future cash payments related to the Domination and Profit and Loss Transfer Agreement are uncertain. Noncontrolling interests with certain redemption features, such as put rights that are not within the control of the issuer, are considered redeemable noncontrolling interests. As the Domination and Profit and Loss Transfer Agreement will not be effective until approved by the German Federal Financial Supervisory Authority, the carrying value of the noncontrolling interest has been presented as a component of total equity. As of and for the period of time that the Domination and Profit and Loss Transfer Agreement is effective, the carrying value of the noncontrolling interest will

be reclassified from total equity to redeemable noncontrolling interest and presented outside of equity in the consolidated balance sheet of Diebold.

Refer to “The Transactions- Domination and profit and loss transfer agreement” for additional information.

Financing adjustments:

(j) The adjustment to cash and cash equivalents consists of $250.0 million to be drawn under the Delayed Draw Term Loan A Facility, net of an adjustment of $5.5 million to long-term debt for the incurrence of additional estimated deferred financings costs and reclassification of restricted cash to cash and cash equivalents. The adjustment to notes payable of $12.5 million reflects the amounts to be drawn under the Delayed Draw Term Loan A Facility that are expected to be repaid within one year. The adjustment to long-term debt reflects the addition of $237.5 million, net of $5.5 million of additional estimated deferred financings costs, of the long-term portion of the amounts to be drawn under the Delayed Draw Term Loan A Facility.

(k) The adjustment to restricted cash of $827.6 million is comprised of the $1,823.0 million classified as restricted cash as of June 30, 2016, less the $995.4 million cash portion of purchase price paid at closing. The remaining restricted cash balance of $827.6 million has been reclassified to cash and cash equivalents at the closing date as it is no longer legally restricted

(l) The adjustment to other current assets net reflects the fair value adjustment of $12.9 million related to the foreign currency exchange option and forward contracts that were entered into as party of the Acquisition Financing, which is not expected to have a recurring impact.

Note 8-Unaudited pro forma condensed combined statements of operations adjustments

Purchase accounting adjustments:

(a) Reflects adjustments to service and product sales and cost of sales for the elimination of intercompany activities between Diebold and Wincor Nixdorf as follows (amounts in millions):

	For the year ended December 31,  2015			For the six-month period ended June 30,2016
Sales
Services	$	(6.2	)	$	23.0
Products	$	(0.3	)	$	—
Cost of sales
Services	$	(1.5	)	$	(17.3	)
Products	$	(0.1	)	$	—

(b) Reflects an adjustment to products cost of sales of $64.4 million for the year ended December 31, 2015 , which represents the fair value inventory adjustment based upon the anticipated inventory turnover.

(c) Reflects adjustments of $89.2 million and $44.3 million for the year ended December 31, 2015 and for the six-month period ended June 30, 2016, respectively, which represents an increase to amortization expense related to the fair value of identified intangible assets with definite lives. The following table shows the pre-tax impact on the impacted financial statement line items (amounts in millions, except for useful life data):

							Amortization expense
Description	Estimated useful life	Estimated fair value		Year ended December 31, 2015			Six-month period ended June 30, 2015
Technology-Software	5	$	58.0	$	11.6		$	5.8
Technology-Systems	5	$	51.2	10.2			5.1
Amortization expense				21.8			10.9
Less: Wincor Nixdorf historical amortization in product cost of sales				(6.2		)	(2.2		)
Additional amortization expense to product cost of sales				$	15.6		$	8.7
Customer relationships-Systems / Services	10	$	346.0	$	34.6		$	17.3
Customer relationships-Software	10	$	325.5	32.6			16.3
Trade name-Wincor Nixdorf	4	$	38.7	9.7			4.8
Amortization expense				76.9			38.4
Less: Wincor Nixdorf historical amortization in selling and administrative expense				(2.8		)	(1.3		)
Additional amortization expense to selling and administrative expense				$	74.1		$	37.1
Elimination of historical amortization expense within research, development and engineering expense				$	(0.5	)	$	(1.5	)
Total step up in amortization expense				$	89.2		$	44.3

Preliminary estimated future amortization expense, based upon Diebold’s newly acquired intangible assets at December 31, 2015, is as follows (amounts in millions):

Year ending December 31,	Amount
2016	$	98.7
2017	98.7
2018	98.7
2019	98.7
2020	98.7
Thereafter	325.9
Total	$	819.4

(d) Reflects adjustments of $(6.3) million and $(2.0) million for the year ended December 31, 2015 and for the six-month period ended June 30, 2016, respectively, which represents a decrease to depreciation expense related to the fair value of property, plant and equipment. The following table shows the pre-tax impact on the impacted financial statement line items (amounts in millions, except for useful life data):

				Depreciation expense
Description	Estimated useful life	Estimated fair value		Year ended December 31, 2015			Six-month period ended June 30, 2015
Land	19	$	12.0	$	—		$	—
Buildings and building equipment	30	$	92.5	3.1			1.5
Machinery, tools and equipment	5	$	48.3	9.7			4.9
Leasehold improvements	6	$	0.6	0.1			—
Computer equipment	4	$	68.3	19.5			9.8
Lab and transportation equipment	4	$	1.4	0.3			0.2
Computer software	3	$	12.7	5.0			2.5
Tooling	3	$	17.0	5.6			2.9
Construction in progress	N/A	$	5.0	—			—
Depreciation expense				43.3			21.8
Less: Wincor Nixdorf historical depreciation of property, plant and equipment				(49.6		)	(23.8		)
Total incremental in depreciation expense				$	(6.3	)	$	(2.0	)

(e) Reflects an adjustment to selling and administrative expense of $(3.2) million and $(36.2) million for the year ended December 31, 2015 and for the six-month period ended June 20, 2016, respectively, which represents the elimination of direct and incremental advisory, legal and accounting expenses incurred by both Diebold and Wincor Nixdorf as a result of the Acquisition, which are not expected to have a continuing impact on the results of operations.

(f) Reflects adjustments to income tax benefit of $43.3 million and $22.1 million for the year ended December 31, 2015 and for the six-month period ended June 20, 2016, respectively, to reflect the tax effect of the unaudited pro forma adjustments based on an estimated blended statutory tax rate of 29.0 percent. Because the tax rate used for these unaudited pro forma financial statements is an estimate, it will likely vary from the effective rate in periods subsequent to the completion of the Acquisition and those differences may be material.

(g) Reflects adjustments of $37.2 million and $17.8 million for the year ended December 31, 2015 and for the six-month period ended June 20, 2016, respectively, to record the guaranteed dividend that Diebold will be obligated to pay to the noncontrolling shareholders of Wincor Nixdorf pursuant to the terms of the Domination and Profit and Loss Transfer Agreement. The guaranteed dividend is recognized ratably during the applicable period. The guaranteed dividends in U.S. dollars are calculated as follows (amounts in millions, except share data):

	Year Ended December 31, 2015		Six-month period ended June 30, 2016
Wincor Nixdorf ordinary shares held by noncontrolling shareholders at closing of the Acquisition	10,208,228		10,208,228
Guaranteed dividends pursuant to the terms of the Domination and Profit and Loss Transfer Agreement	€	3.17	€	3.17
Euro to US dollar average exchange rate for the year ended December 31, 2015 and for the six-month period ended June 30, 2016	$	1.1487	$	1.0995
Total guaranteed dividends	$	37.2	$	17.8

Refer to note 7(i) for additional information.

(h) The weighted average shares outstanding used to compute basic and diluted net earnings per share for the year ended December 31, 2015 and for the six-month period ended June 30, 2016 have been adjusted to give effect to the issuance of 9,928,514 Diebold common shares to satisfy the equity portion of the offer consideration pursuant to the Acquisition as if such issuances had occurred on January 1, 2015.

Financing adjustments:

(i) Reflects the following adjustments to interest expense resulting from the Acquisition Financing as well as the expected refinancing of Wincor Nixdorf’s outstanding indebtedness at the time of closing ($115.9 million for the year ended December 31, 2015 and $56.0 million for the six-month period ended June 30, 2016) and the refinancing of Diebold’s existing indebtedness ($2,313.0 million as of June 30, 2016). As a result of these financing activities, the unaudited pro forma condensed combined statements of operations reflect: (1) increase to interest expense of $127.9 million for the year ended December 31, 2015 and $64.3 for the six-month period ended June 30, 2016, reflecting estimated interest expense and commitment fees associated with the Acquisition Financing, (2) increase to interest expense reflecting amortization of estimated deferred financing costs and commitment fees of $9.3 million for the year ended December 31, 2015 and $4.5 million for the six-month period ended June 30, 2016, associated with the establishment of the financing and replacement facilities, (3) the elimination of $3.9 million related to the payment of a make-whole premium related to the extinguishment of Diebold’s historical indebtedness and (4) the elimination of $21.3 million of estimated interest and amortization expense related to Wincor Nixdorf’s and Diebold’s existing indebtedness for the year ended December 31, 2015 and $8.9 million for the six-month period ended June 30, 2016, that are expected to be refinanced as part of the Acquisition. The following tables show the assumed interest expense, interest rates and terms of the financing and replacement facilities obtained by Diebold based on the terms of the Acquisition Financing at the prevailing rates at the date of filing (amounts in millions):

			For the year ended December 31, 2015
	Acquisition financing borrowing (i)		Interest expense		Commitment fee on undrawn portion		Deferred cost amortization (ii)		Total increase to interest expense (iii)
Revolving Credit Facility	$	310.0	$	7.8	$	0.5	$	0.9	$	9.2
Term Loan A	230.0		5.7		—		0.9		6.6
Delayed Draw Term Loan A	250.0		6.1		—		0.2		6.3
Term Loan B	1,399.1		73.7		—		5.9		79.6
Senior Notes	400.0		34.6		—		0.9		35.5
	$	2,589.1	$	127.9	$	0.5	$	8.8	$	137.2

			For the six-month period ended June 30, 2016
	Acquisition financing borrowing (i)		Interest expense		Commitment fee on undrawn portion		Deferred cost amortization(ii)		Total increase to interest expense(iii)
Revolving Credit Facility	$	310.0	$	3.9	$	0.1	$	0.4	$	4.4
Term Loan A	230.0		2.9		—		0.5		3.4
Delayed Draw Term Loan A	250.0		3.1		—		0.1		3.2
Term Loan B	1,399.1		37.1		—		3.0		40.1
Senior Notes	400.0		17.3		—		0.4		17.7
	$	2,589.1	$	64.3	$	0.1	$	4.4	$	68.8

(i)Reflects actual allocation of the debt.

(ii)Represents the straight-line amortization (which approximates the effective interest method) of debt issuance costs and debt discount related to the original notes over a five     year period for the Revolving Facility, Term Loan A Facility and the Delayed Draw Term Loan A Facility; seven-year period for the Term Loan B Facility; and eight-year     period for the notes.

(iii)The blended interest rate for borrowings under the Senior Credit Facility and the original notes is approximately 5.7 percent.

A 1/8^th percent increase in the assumed rates would result in an aggregate increase to the above noted interest expense of $3.3 million for the year ended December 31, 2015 and $1.6 million for the six-month period ended June 30, 2016.

(j) The adjustment to miscellaneous, net reflects the fair value adjustment of $7.0 million for the year ended December 31, 2015 and $12.9 million for the six-month period ended June 30, 2016 related to the foreign currency exchange option and forward contracts that were entered into in connection with the Acquisition Financing, which are not expected to have a continuing impact on the results of operations.

(k) Reflects adjustments to income tax benefit of $35.6 million for the year ended December 31, 2015 and $20.0 million for the six-month period ended June 30, 2016, to reflect the tax effect of the financing adjustments based on an estimated blended statutory tax rate of 29.0 percent. Because the tax rate used for these pro forma financial statements is an estimate, it will likely vary from the effective rate in periods subsequent to the completion of the Acquisition and those differences may be material.