Supplemental Guarantor Information

The Company issued the 2024 Senior Notes in an offering exempt from the registration requirements of the Securities Act in connection with the Acquisition. The 2024 Senior Notes are and will be guaranteed by certain of the Company's existing and future domestic subsidiaries. The following presents the condensed consolidating financial information separately for:


(i)	Diebold, Incorporated (the Parent Company), the issuer of the guaranteed obligations;


(ii)	Guarantor Subsidiaries, on a combined basis, as specified in the indentures related to the Company's obligations under the 2024 Senior Notes;


(iii)	Consolidating entries and eliminations representing adjustments to (a) eliminate intercompany transactions between the Parent Company, the Guarantor Subsidiaries and the Non-guarantor Subsidiaries, (b) eliminate the investments in our subsidiaries, and (c) record consolidating entries; and


(iv)	Diebold, Incorporated and Subsidiaries on a consolidated basis.

Each guarantor subsidiary is 100% owned by the Parent Company at the date of each balance sheet presented. The notes are fully and unconditionally guaranteed on a joint and several basis by each guarantor subsidiary. The guarantees of the guarantor subsidiaries are subject to release in limited circumstances only upon the occurrence of certain customary conditions. Each entity in the consolidating financial information follows the same accounting policies as described in the consolidated financial statements, except for the use by the Parent Company and the guarantor subsidiaries of the equity method of accounting to reflect ownership interests in subsidiaries which are eliminated upon consolidation. Changes in intercompany receivables and payables related to operations, such as intercompany sales or service charges, are included in cash flows from operating activities. Intercompany transactions reported as investing or financing activities include the sale of capital stock of various subsidiaries, loans and other capital transactions between members of the consolidated group.

Certain non-guarantor subsidiaries of the Parent Company are limited in their ability to remit funds to it by means of dividends, advances or loans due to required foreign government and/or currency exchange board approvals or limitations in credit agreements or other debt instruments of those subsidiaries.

Condensed Consolidating Balance Sheets

As of September 30, 2016



	Parent		Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries		Reclassifications/ Eliminations			Consolidated
ASSETS
Current assets
Cash and cash equivalents	$	344.0	$	2.6		$	401.6	$	—		$	748.2
Short-term investments	—		—			39.9		—			39.9
Trade receivables, net	186.5		0.5			842.2		—			1,029.2
Intercompany receivables	891.1		777.7			518.0		(2,186.8		)	—
Inventories	126.5		15.9			745.1		—			887.5
Deferred income taxes	52.6		11.2			99.1		—			162.9
Prepaid expenses	14.3		1.0			47.4		—			62.7
Prepaid income taxes	20.9		5.5			81.9		—			108.3
Other current assets	4.5		2.0			250.7		—			257.2
Total current assets	1,640.4		816.4			3,025.9		(2,186.8		)	3,295.9
Securities and other investments	83.4		—			—		—			83.4
Property, plant and equipment, net	106.2		8.8			295.8		—			410.8
Goodwill	55.5		—			935.5		—			991.0
Deferred income taxes	53.1		(6.4		)	20.7		—			67.4
Finance lease receivables	—		5.8			24.3		—			30.1
Intangible assets, net	1.9		19.4			848.4		—			869.7
Other assets	2,756.6		0.2			29.8		(2,753.6		)	33.0
Total assets	$	4,697.1	$	844.2		$	5,180.4	$	(4,940.4	)	$	5,781.3

LIABILITIES AND EQUITY
Current liabilities
Notes payable	$	239.7	$	1.7		$	95.0	$	—		$	336.4
Accounts payable	114.6		0.2			583.4		—			698.2
Intercompany payable	1,410.4		163.5			612.9		(2,186.8		)	—
Deferred revenue	73.3		1.7			237.7		—			312.7
Payroll and other benefits liabilities	24.3		1.0			249.1		—			274.4
Other current liabilities	157.4		1.1			402.1		—			560.6
Total current liabilities	2,019.7		169.2			2,180.2		(2,186.8		)	2,182.3
Long-term debt	1,720.3		0.5			1.7		—			1,722.5
Pensions and other benefits	191.5		—			105.3		—			296.8
Post-retirement and other benefits	15.1		—			4.7		—			19.8
Deferred income taxes	2.8		—			257.0		—			259.8
Other long-term liabilities	11.5		—			141.8		—			153.3
Commitments and contingencies
Total Diebold, Incorporated shareholders' equity	736.2		674.5			2,079.1		(2,753.6		)	736.2
Noncontrolling interests	—		—			410.6		—			410.6
Total liabilities and equity	$	4,697.1	$	844.2		$	5,180.4	$	(4,940.4	)	$	5,781.3

Condensed Consolidating Balance Sheets

As of December 31, 2015



	Parent		Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries			Reclassifications/ Eliminations			Consolidated
ASSETS
Current assets
Cash and cash equivalents	$	20.3	$	7.9		$	285.4		$	—		$	313.6
Short-term investments	—		—			39.9			—			39.9
Trade receivables, net	140.4		4.3			269.2			—			413.9
Intercompany receivables	828.8		733.6			539.1			(2,101.5		)	—
Inventories	115.9		17.8			235.6			—			369.3
Deferred income taxes	103.7		11.2			53.9			—			168.8
Prepaid expenses	16.4		0.7			6.5			—			23.6
Prepaid income taxes	—		—			18.0			—			18.0
Current assets held for sale	139.2		—			9.0			—			148.2
Other current assets	15.5		3.5			129.3			—			148.3
Total current assets	1,380.2		779.0			1,585.9			(2,101.5		)	1,643.6
Securities and other investments	85.2		—			—			—			85.2
Property, plant and equipment, net	121.1		10.0			44.2			—			175.3
Goodwill	45.1		—			116.4			—			161.5
Deferred income taxes	57.1		(6.4		)	14.6			—			65.3
Finance lease receivables	—		8.1			28.4			—			36.5
Intangible assets, net	2.4		23.3			41.8			—			67.5
Other assets	1,404.6		0.2			(7.3		)	(1,390.0		)	7.5
Total assets	$	3,095.7	$	814.2		$	1,824.0		$	(3,491.5	)	$	2,242.4

LIABILITIES AND EQUITY
Current liabilities
Notes payable	$	21.5	$	1.3		$	9.2		$	—		$	32.0
Accounts payable	131.9		1.2			148.6			—			281.7
Intercompany payable	1,414.2		140.8			546.5			(2,101.5		)	—
Deferred revenue	102.7		3.6			122.9			—			229.2
Payroll and other benefits liabilities	25.2		0.5			50.8			—			76.5
Current liabilities held for sale	48.9		—			0.5			—			49.4
Other current liabilities	116.3		(5.4		)	176.1			—			287.0
Total current liabilities	1,860.7		142.0			1,054.6			(2,101.5		)	955.8
Long-term debt	604.6		1.6			—			—			606.2
Pensions and other benefits	193.5		—			2.1			—			195.6
Post-retirement and other benefits	14.5		—			4.2			—			18.7
Deferred income taxes	—		—			1.9			—			1.9
Other long-term liabilities	10.0		—			18.7			—			28.7
Commitments and contingencies
Total Diebold, Incorporated shareholders' equity	412.4		670.6			719.4			(1,390.0		)	412.4
Noncontrolling interests	—		—			23.1			—			23.1
Total liabilities and equity	$	3,095.7	$	814.2		$	1,824.0		$	(3,491.5	)	$	2,242.4

Condensed Consolidating Statement of Operations and Comprehensive Income (Loss)

Three Months Ended September 30, 2016



	Parent			Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries			Reclassifications/ Eliminations			Consolidated

Net sales	$	279.6		$	22.5		$	703.3		$	(22.1	)	$	983.3
Cost of sales	211.4			24.5			571.9			(22.1		)	785.7
Gross profit	68.2			(2.0		)	131.4			—			197.6
Selling and administrative expense	28.6			2.8			222.1			—			253.5
Research, development and engineering expense	0.9			10.8			19.6			—			31.3
(Gain) loss on sale of assets, net	—			(0.1		)	(0.4		)	—			(0.5		)
	29.5			13.5			241.3			—			284.3
Operating profit (loss)	38.7			(15.5		)	(109.9		)	—			(86.7		)
Other income (expense)
Interest income	0.9			0.1			4.3			—			5.3
Interest expense	(33.4		)	—			1.0			—			(32.4		)
Foreign exchange gain (loss), net	1.7			(0.1		)	0.4			—			2.0
Equity in earnings of subsidiaries	(94.7		)	—			—			94.7			—
Miscellaneous, net	(3.4		)	2.2			(3.0		)	—			(4.2		)
Income (loss) from continuing operations before taxes	(90.2		)	(13.3		)	(107.2		)	94.7			(116.0		)
Income tax (benefit) expense	7.5			1.4			(27.7		)	—			(18.8		)
Income (loss) from continuing operations, net of tax	(97.7		)	(14.7		)	(79.5		)	94.7			(97.2		)
Income (loss) from discontinued operations, net of tax	(4.6		)	—			—			—			(4.6		)
Net income (loss)	(102.3		)	(14.7		)	(79.5		)	94.7			(101.8		)
Net income attributable to noncontrolling interests	—			—			0.5			—			0.5
Net income (loss) attributable to Diebold, Incorporated	$	(102.3	)	$	(14.7	)	$	(80.0	)	$	94.7		$	(102.3	)
Comprehensive income (loss)	$	(107.0	)	$	(14.7	)	$	(81.9	)	$	97.1		$	(106.5	)
Less: comprehensive income (loss) attributable to noncontrolling interests	—			—			0.5			—			0.5
Comprehensive income (loss) attributable to Diebold, Incorporated	$	(107.0	)	$	(14.7	)	$	(82.4	)	$	97.1		$	(107.0	)

Condensed Consolidating Statement of Operations and Comprehensive Income (Loss)

Three Months Ended September 30, 2015



	Parent			Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries			Reclassifications/ Eliminations			Consolidated

Net sales	$	238.9		$	39.2		$	350.1		$	(38.6	)	$	589.6
Cost of sales	161.9			41.4			274.3			(38.3		)	439.3
Gross profit	77.0			(2.2		)	75.8			(0.3		)	150.3
Selling and administrative expense	62.7			2.2			52.9			—			117.8
Research, development and engineering expense	1.9			13.7			4.4			—			20.0
(Gain) loss on sale of assets, net	0.1			—			—			—			0.1
	64.7			15.9			57.3			—			137.9
Operating profit (loss)	12.3			(18.1		)	18.5			(0.3		)	12.4
Other income (expense)
Interest income	(0.6		)	0.2			6.3			—			5.9
Interest expense	(7.9		)	—			(0.6		)	—			(8.5		)
Foreign exchange gain (loss), net	3.8			0.1			(2.6		)	—			1.3
Equity in earnings of subsidiaries	(0.6		)	—			—			0.6			—
Miscellaneous, net	(3.2		)	3.2			(1.4		)	—			(1.4		)
Income (loss) from continuing operations before taxes	3.8			(14.6		)	20.2			0.3			9.7
Income tax (benefit) expense	(13.5		)	(4.2		)	9.2			—			(8.5		)
Income (loss) from continuing operations, net of tax	17.3			(10.4		)	11.0			0.3			18.2
Income (loss) from discontinued operations, net of tax	4.4			—			0.3			—			4.7
Net income (loss)	21.7			(10.4		)	11.3			0.3			22.9
Net income attributable to noncontrolling interests	—			—			1.2			—			1.2
Net income (loss) attributable to Diebold, Incorporated	$	21.7		$	(10.4	)	$	10.1		$	0.3		$	21.7
Comprehensive income (loss)	$	(47.7	)	$	(10.4	)	$	(64.5	)	$	75.4		$	(47.2	)
Less: comprehensive income (loss) attributable to noncontrolling interests	—			—			0.5			—			0.5
Comprehensive income (loss) attributable to Diebold, Incorporated	$	(47.7	)	$	(10.4	)	$	(65.0	)	$	75.4		$	(47.7	)

Condensed Consolidating Statement of Operations and Comprehensive Income (Loss)

Nine Months Ended September 30, 2016



	Parent			Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries			Reclassifications/ Eliminations			Consolidated

Net sales	$	819.5		$	75.2		$	1,252.1		$	(73.9	)	$	2,072.9
Cost of sales	601.1			80.6			973.0			(73.3		)	1,581.4
Gross profit	218.4			(5.4		)	279.1			(0.6		)	491.5
Selling and administrative expense	184.6			8.3			313.5			—			506.4
Research, development and engineering expense	3.3			34.6			29.5			—			67.4
(Gain) loss on sale of assets, net	0.2			(0.1		)	(0.3		)	—			(0.2		)
	188.1			42.8			342.7			—			573.6
Operating profit (loss)	30.3			(48.2		)	(63.6		)	(0.6		)	(82.1		)
Other income (expense)
Interest income	1.9			0.5			14.1			—			16.5
Interest expense	(68.3		)	(0.1		)	0.2			—			(68.2		)
Foreign exchange gain (loss), net	(1.3		)	(0.1		)	(0.2		)	—			(1.6		)
Equity in earnings of subsidiaries	(64.4		)	—			—			64.4			—
Miscellaneous, net	3.0			5.4			(4.8		)	—			3.6
Income (loss) from continuing operations before taxes	(98.8		)	(42.5		)	(54.3		)	63.8			(131.8		)
Income tax (benefit) expense	(9.8		)	(3.5		)	(21.2		)	—			(34.5		)
Income (loss) from continuing operations, net of tax	(89.0		)	(39.0		)	(33.1		)	63.8			(97.3		)
Income (loss) from discontinued operations, net of tax	133.8			—			9.9			—			143.7
Net income (loss)	44.8			(39.0		)	(23.2		)	63.8			46.4
Net income attributable to noncontrolling interests	—			—			1.6			—			1.6
Net income (loss) attributable to Diebold, Incorporated	$	44.8		$	(39.0	)	$	(24.8	)	$	63.8		$	44.8
Comprehensive income (loss)	$	88.7		$	(39.0	)	$	27.6		$	12.5		$	89.8
Less: comprehensive income (loss) attributable to noncontrolling interests	—			—			1.1			—			1.1
Comprehensive income (loss) attributable to Diebold, Incorporated	$	88.7		$	(39.0	)	$	26.5		$	12.5		$	88.7

Condensed Consolidating Statement of Operations and Comprehensive Income (Loss)

Nine Months Ended September 30, 2015



	Parent			Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries			Reclassifications/ Eliminations			Consolidated

Net sales	$	719.8		$	141.5		$	1,087.7		$	(140.1	)	$	1,808.9
Cost of sales	478.9			149.3			839.6			(139.2		)	1,328.6
Gross profit	240.9			(7.8		)	248.1			(0.9		)	480.3
Selling and administrative expense	197.8			8.0			157.4			—			363.2
Research, development and engineering expense	6.4			45.4			14.4			—			66.2
Impairment of assets	—			9.1			9.8			—			18.9
(Gain) loss on sale of assets, net	0.3			(0.2		)	(1.5		)	—			(1.4		)
	204.5			62.3			180.1			—			446.9
Operating profit (loss)	36.4			(70.1		)	68.0			(0.9		)	33.4
Other income (expense)
Interest income	(0.2		)	0.9			19.9			—			20.6
Interest expense	(22.1		)	(0.1		)	(1.9		)	—			(24.1		)
Foreign exchange gain (loss), net	4.3			—			(13.5		)	—			(9.2		)
Equity in earnings of subsidiaries	(2.2		)	—			—			2.2			—
Miscellaneous, net	(1.6		)	10.1			(10.2		)	—			(1.7		)
Income (loss) from continuing operations before taxes	14.6			(59.2		)	62.3			1.3			19.0
Income tax (benefit) expense	(13.8		)	(14.2		)	19.2			—			(8.8		)
Income (loss) from continuing operations, net of tax	28.4			(45.0		)	43.1			1.3			27.8
Income (loss) from discontinued operations, net of tax	12.7			—			0.7			—			13.4
Net income (loss)	41.1			(45.0		)	43.8			1.3			41.2
Net income attributable to noncontrolling interests	—			—			0.1			—			0.1
Net income (loss) attributable to Diebold, Incorporated	$	41.1		$	(45.0	)	$	43.7		$	1.3		$	41.1
Comprehensive income (loss)	$	(85.0	)	$	(45.0	)	$	(93.8	)	$	138.5		$	(85.3	)
Less: comprehensive income (loss) attributable to noncontrolling interests	—			—			(0.3		)	—			(0.3		)
Comprehensive income (loss) attributable to Diebold, Incorporated	$	(85.0	)	$	(45.0	)	$	(93.5	)	$	138.5		$	(85.0	)

Condensed Consolidating Statement of Cash Flows

Nine Months Ended September 30, 2016



	Parent			Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries			Reclassifications/ Eliminations			Consolidated
Net cash used by operating activities	$	(226.8	)	$	(34.2	)	$	66.1		$	—		$	(194.9	)

Cash flow from investing activities
Payments for acquisition, net of cash acquired	(995.3		)	—			104.7			—			(890.6		)
Proceeds from maturities of investments	0.8			—			163.3			—			164.1
Proceeds from sale of foreign currency option and forward contracts, net	16.2			—			—			—			16.2
Payments for purchases of investments	—			—			(155.6		)	—			(155.6		)
Proceeds from sale of assets	—			—			28.7			—			28.7
Capital expenditures	(6.1		)	(0.5		)	(17.3		)	—			(23.9		)
Increase in certain other assets	(5.7		)	(5.0		)	(7.2		)	—			(17.9		)
Capital contributions and loans paid	(185.0		)	—			(1,000.0		)	1,185.0			—
Proceeds from intercompany loans	83.3			—			—			(83.3		)	—
Net cash (used) provided by investing activities - continuing operations	(1,091.8		)	(5.5		)	(883.4		)	1,101.7			(879.0		)
Net cash provided by investing activities - discontinued operations	361.9			—			—			—			361.9
Net cash (used) provided by investing activities	(729.9		)	(5.5		)	(883.4		)	1,101.7			(517.1		)

Cash flow from financing activities
Dividends paid	(57.0		)	—			—			—			(57.0		)
Debt issuance costs	(39.2		)	—			—			—			(39.2		)
Revolving credit facility borrowings (repayments), net	(168.0		)	—			—			—			(168.0		)
Other debt borrowings	1,781.1			—			44.6			—			1,825.7
Other debt repayments	(233.5		)	(0.6		)	(185.1		)	—			(419.2		)
Distributions to noncontrolling interest holders	—			—			(2.1		)	—			(2.1		)
Excess tax benefits from share-based compensation	0.3			—			—			—			0.3
Issuance of common shares	0.3			—			—			—			0.3
Repurchase of common shares	(2.1		)	—			—			—			(2.1		)
Capital contributions received and loans incurred	—			104.7			1,080.3			(1,185.0		)	—
Payments on intercompany loans	—			(69.7		)	(13.6		)	83.3			—
Net cash provided (used) by financing activities	1,281.9			34.4			924.1			(1,101.7		)	1,138.7
Effect of exchange rate changes on cash and cash equivalents	—			—			9.4			—			9.4
Increase (decrease) in cash and cash equivalents	325.2			(5.3		)	116.2			—			436.1
Add: Cash overdraft included in assets held for sale at beginning of period	(1.5		)	—			—			—			(1.5		)
Less: Cash overdraft included in assets held for sale at end of period	—			—			—			—			—
Cash and cash equivalents at the beginning of the period	20.3			7.9			285.4			—			313.6
Cash and cash equivalents at the end of the period	$	344.0		$	2.6		$	401.6		$	—		$	748.2

Condensed Consolidating Statement of Cash Flows

Nine Months Ended September 30, 2015



	Parent			Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries			Reclassifications/ Eliminations			Consolidated
Net cash used by operating activities	$	(60.3	)	$	(19.3	)	$	(40.5	)	$	—		$	(120.1	)

Cash flow from investing activities
Payments for acquisition, net of cash acquired	—			—			(59.4		)	—			(59.4		)
Proceeds from maturities of investments	0.6			—			100.4			—			101.0
Payments for purchases of investments	—			—			(107.1		)	—			(107.1		)
Proceeds from sale of assets	—			3.5			2.1			—			5.6
Capital expenditures	(28.3		)	(5.8		)	(6.5		)	—			(40.6		)
Increase in certain other assets	(0.2		)	(4.7		)	2.0			—			(2.9		)
Capital contributions and loans paid	(157.2		)	—			—			157.2			—
Proceeds from intercompany loans	132.1			—			—			(132.1		)	—
Net cash (used) provided by investing activities - continuing operations	(53.0		)	(7.0		)	(68.5		)	25.1			(103.4		)
Net cash used by investing activities - discontinued operations	(2.4		)	—			—			—			(2.4		)
Net cash (used) provided by investing activities	(55.4		)	(7.0		)	(68.5		)	25.1			(105.8		)

Cash flow from financing activities
Dividends paid	(56.5		)	—			—			—			(56.5		)
Debt issuance costs	(0.7		)	—			—			—			(0.7		)
Revolving credit facility borrowings (repayments), net	(64.5		)	—			28.1			—			(36.4		)
Other debt borrowings	230.0			—			87.7			—			317.7
Other debt repayments	(2.9		)	(0.6		)	(87.7		)	—			(91.2		)
Distributions to noncontrolling interest holders	—			—			(0.2		)	—			(0.2		)
Excess tax benefits from share-based compensation	0.3			—			—			—			0.3
Issuance of common shares	3.4			—			—			—			3.4
Repurchase of common shares	(3.0		)	—			—			—			(3.0		)
Capital contributions received and loans incurred	—			145.1			12.1			(157.2		)	—
Payments on intercompany loans	—			(108.9		)	(23.2		)	132.1			—
Net cash provided (used) by financing activities	106.1			35.6			16.8			(25.1		)	133.4
Effect of exchange rate changes on cash and cash equivalents	—			—			(31.0		)	—			(31.0		)
(Decrease) increase in cash and cash equivalents	(9.6		)	9.3			(123.2		)	—			(123.5		)
Add: Cash overdraft included in assets held for sale at beginning of period	(4.1		)	—			—			—			(4.1		)
Less: Cash overdraft included in assets held for sale at end of period	(3.9		)	—			—			—			(3.9		)
Cash and cash equivalents at the beginning of the period	14.7			2.5			308.9			—			326.1
Cash and cash equivalents at the end of the period	$	4.9		$	11.8		$	185.7		$	—		$	202.4