EX-99.2 3 dbd9232016exhibit992.htm EX-99.2 Exhibit
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
2014/2015
2)
 
9 months
2015/2016
3)
 
9 months
2014/2015
4)
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
2014/2015
2)
 
9 months
2015/2016
3)
 
9 months
2014/2015
4)
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
2015/2016
1)
 
9 months
2014/2015
2)
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.”

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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.



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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),

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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.

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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

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