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 Nixdorf, 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 Nixdorf, Incorporated and Subsidiaries on a consolidated basis.

Each guarantor subsidiary is 100 percent 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 December 31, 2016



	Parent		Combined Guarantor Subsidiaries		Combined Non-Guarantor Subsidiaries		Reclassifications/ Eliminations			Consolidated
ASSETS
Current assets
Cash and cash equivalents	$	138.4	$	2.3	$	512.0	$	—		$	652.7
Short-term investments	—		—		64.1		—			64.1
Trade receivables, net	119.0		—		717.5		(0.6		)	835.9
Intercompany receivables	883.0		783.7		480.1		(2,146.8		)	—
Inventories	110.5		16.2		611.0		—			737.7
Deferred income taxes	—		—		—		—			—
Prepaid expenses	14.7		0.8		45.2		—			60.7
Prepaid income taxes	0.3		25.4		84.9		(25.4		)	85.2
Other current assets	3.2		1.6		178.5		—			183.3
Total current assets	1,269.1		830.0		2,693.3		(2,172.8		)	2,619.6
Securities and other investments	94.7		—		—		—			94.7
Property, plant and equipment, net	102.7		9.0		275.3		—			387.0
Goodwill	55.5		—		942.8		—			998.3
Deferred income taxes	173.1		7.8		128.6		—			309.5
Finance lease receivables	—		4.8		20.4		—			25.2
Intangible assets, net	1.8		13.6		757.5		—			772.9
Investment in subsidiary	2,619.6		—		9.3		(2,628.9		)	—
Other assets	2.9		0.1		60.1		—			63.1
Total assets	$	4,319.4	$	865.3	$	4,887.3	$	(4,801.7	)	$	5,270.3

LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Current liabilities
Notes payable	$	30.9	$	1.3	$	74.7	$	—		$	106.9
Accounts payable	101.6		1.1		458.4		(0.6		)	560.5
Intercompany payable	1,376.6		175.9		594.3		(2,146.8		)	—
Deferred revenue	114.7		0.7		288.8		—			404.2
Payroll and other benefits liabilities	21.0		1.4		150.1		—			172.5
Other current liabilities	156.1		3.9		445.8		(25.4		)	580.4
Total current liabilities	1,800.9		184.3		2,012.1		(2,172.8		)	1,824.5
Long-term debt	1,690.5		0.4		0.5		—			1,691.4
Pensions and other benefits	199.3		—		80.1		—			279.4
Post-retirement and other benefits	13.3		—		4.5		—			17.8
Deferred income taxes	13.4		—		287.2		—			300.6
Other long-term liabilities	10.6		—		77.1		—			87.7
Commitments and contingencies
Redeemable noncontrolling interests	—		—		44.1		—			44.1
Total Diebold Nixdorf, Incorporated shareholders' equity	591.4		680.6		1,948.3		(2,628.9		)	591.4
Noncontrolling interests	—		—		433.4		—			433.4
Total liabilities and equity	$	4,319.4	$	865.3	$	4,887.3	$	(4,801.7	)	$	5,270.3

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	—		8.0		18.0			(8.0		)	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		787.0		1,585.9			(2,109.5		)	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		—		14.6			(6.4		)	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	$	828.6	$	1,824.0		$	(3,505.9	)	$	2,242.4

LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS 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		2.6		176.1			(8.0		)	287.0
Total current liabilities	1,860.7		150.0		1,054.6			(2,109.5		)	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	—		6.4		1.9			(6.4		)	1.9
Other long-term liabilities	10.0		—		18.7			—			28.7
Commitments and contingencies
Total Diebold Nixdorf, 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	$	828.6	$	1,824.0		$	(3,505.9	)	$	2,242.4

Condensed Consolidating Statement of Operations and Comprehensive Income (Loss)

Year Ended December 31, 2016



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

Net sales	$	1,078.4		$	85.0		$	2,236.1		$	(83.2	)	$	3,316.3
Cost of sales	822.6			92.0			1,762.3			(82.3		)	2,594.6
Gross profit (loss)	255.8			(7.0		)	473.8			(0.9		)	721.7
Selling and administrative expense	309.2			11.5			440.5			—			761.2
Research, development and engineering expense	7.9			45.7			56.6			—			110.2
Impairment of assets	—			5.1			4.7			—			9.8
(Gain) loss on sale of assets, net	0.3			(0.1		)	0.1			—			0.3
	317.4			62.2			501.9			—			881.5
Operating profit (loss)	(61.6		)	(69.2		)	(28.1		)	(0.9		)	(159.8		)
Other income (expense)
Interest income	2.3			0.6			18.6			—			21.5
Interest expense	(100.0		)	(0.1		)	(1.3		)	—			(101.4		)
Foreign exchange gain (loss), net	(3.2		)	(0.1		)	1.2			—			(2.1		)
Equity in earnings of subsidiaries	(60.5		)	—			—			60.5			—
Miscellaneous, net	2.7			7.8			(7.0		)	—			3.5
Income (loss) from continuing operations before taxes	(220.3		)	(61.0		)	(16.6		)	59.6			(238.3		)
Income tax (benefit) expense	(52.1		)	(28.6		)	13.1			—			(67.6		)
Income (loss) from continuing operations, net of tax	(168.2		)	(32.4		)	(29.7		)	59.6			(170.7		)
Income from discontinued operations, net of tax	135.2			—			8.5			—			143.7
Net income (loss)	(33.0		)	(32.4		)	(21.2		)	59.6			(27.0		)
Income attributable to noncontrolling interests, net of tax	—			—			6.0			—			6.0
Net income (loss) attributable to Diebold Nixdorf, Incorporated	$	(33.0	)	$	(32.4	)	$	(27.2	)	$	59.6		$	(33.0	)
Comprehensive income (loss)	$	(56.2	)	$	(32.4	)	$	(55.7	)	$	97.3		$	(47.0	)
Less: comprehensive income attributable to noncontrolling interests	—			—			9.2			—			9.2
Comprehensive income (loss) attributable to Diebold Nixdorf, Incorporated	$	(56.2	)	$	(32.4	)	$	(64.9	)	$	97.3		$	(56.2	)

Condensed Consolidating Statement of Operations and Comprehensive Income (Loss)

Year Ended December 31, 2015



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

Net sales	$	959.3		$	171.4		$	1,458.4		$	(169.8	)	$	2,419.3
Cost of sales	645.7			181.2			1,109.2			(168.8		)	1,767.3
Gross profit (loss)	313.6			(9.8		)	349.2			(1.0		)	652.0
Selling and administrative expense	268.5			10.6			209.1			—			488.2
Research, development and engineering expense	8.3			59.3			19.3			—			86.9
Impairment of assets	—			9.1			9.8			—			18.9
(Gain) loss on sale of assets, net	0.3			—			(0.9		)	—			(0.6		)
	277.1			79.0			237.3			—			593.4
Operating profit (loss)	36.5			(88.8		)	111.9			(1.0		)	58.6
Other income (expense)
Interest income	0.2			1.0			24.8			—			26.0
Interest expense	(30.3		)	(0.2		)	(2.0		)	—			(32.5		)
Foreign exchange gain (loss), net	4.0			(0.5		)	(13.5		)	—			(10.0		)
Equity in earnings of subsidiaries	29.4			—			—			(29.4		)	—
Miscellaneous, net	(9.3		)	13.2			51.3			(51.5		)	3.7
Income (loss) from continuing operations before taxes	30.5			(75.3		)	172.5			(81.9		)	45.8
Income tax (benefit) expense	(28.3		)	(12.1		)	26.7			—			(13.7		)
Income (loss) from continuing operations, net of tax	58.8			(63.2		)	145.8			(81.9		)	59.5
Income from discontinued operations, net of tax	14.9			—			1.0			—			15.9
Net income (loss)	73.7			(63.2		)	146.8			(81.9		)	75.4
Income attributable to noncontrolling interests, net of tax	—			—			1.7			—			1.7
Net income (loss) attributable to Diebold Nixdorf, Incorporated	$	73.7		$	(63.2	)	$	145.1		$	(81.9	)	$	73.7
Comprehensive income (loss)	$	(53.9	)	$	(63.2	)	$	0.2		$	64.1		$	(52.8	)
Less: comprehensive income attributable to noncontrolling interests	—			—			3.2			—			3.2
Comprehensive income (loss) attributable to Diebold Nixdorf, Incorporated	$	(53.9	)	$	(63.2	)	$	(3.0	)	$	64.1		$	(56.0	)

Condensed Consolidating Statement of Operations and Comprehensive Income (Loss)

Year Ended December 31, 2014



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

Net sales	$	946.0		$	217.8		$	1,788.0		$	(217.0	)	$	2,734.8
Cost of sales	610.0			229.0			1,384.1			(214.5		)	2,008.6
Gross profit (loss)	336.0			(11.2		)	403.9			(2.5		)	726.2
Selling and administrative expense	265.9			11.2			201.3			—			478.4
Research, development and engineering expense	8.3			64.8			20.5			—			93.6
Impairment of assets	—			—			2.1			—			2.1
(Gain) loss on sale of assets, net	(12.0		)	0.9			(1.8		)	—			(12.9		)
	262.2			76.9			222.1			—			561.2
Operating profit (loss)	73.8			(88.1		)	181.8			(2.5		)	165.0
Other income (expense)
Interest income	0.9			1.7			31.9			—			34.5
Interest expense	(27.3		)	(0.3		)	(3.8		)	—			(31.4		)
Foreign exchange gain (loss), net	(0.4		)	—			(11.4		)	—			(11.8		)
Equity in earnings of subsidiaries	(459.6		)	—			—			459.6			—
Miscellaneous, net	530.6			22.4			(554.7		)	0.1			(1.6		)
Income (loss) from continuing operations before taxes	118.0			(64.3		)	(356.2		)	457.2			154.7
Income tax (benefit) expense	13.6			(17.8		)	51.6			—			47.4
Income (loss) from continuing operations, net of tax	104.4			(46.5		)	(407.8		)	457.2			107.3
Income (loss) from discontinued operations, net of tax	10.0			—			(0.3		)	—			9.7
Net income (loss)	114.4			(46.5		)	(408.1		)	457.2			117.0
Income attributable to noncontrolling interests, net of tax	—			—			2.6			—			2.6
Net income (loss) attributable to Diebold Nixdorf, Incorporated	$	114.4		$	(46.5	)	$	(410.7	)	$	457.2		$	114.4
Comprehensive income (loss)	$	(21.9	)	$	(46.5	)	$	(488.1	)	$	536.1		$	(20.4	)
Less: comprehensive income attributable to noncontrolling interests	—			—			1.4			—			1.4
Comprehensive income (loss) attributable to Diebold Nixdorf, Incorporated	$	(21.9	)	$	(46.5	)	$	(489.5	)	$	536.1		$	(21.8	)

Condensed Consolidating Statement of Cash Flows

Year Ended December 31, 2016



	Parent			Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries			Reclassifications/ Eliminations			Consolidated
Net cash provided by operating activities	$	(147.2	)	$	(43.2	)	$	232.6		$	(13.8	)	$	28.4

Cash flow from investing activities
Payments for acquisitions, net of cash acquired	(995.2		)	—			110.6			—			(884.6		)
Proceeds from maturities of investments	(1.9		)	—			226.9			—			225.0
Proceeds from sale of foreign currency option and forward contracts, net	16.2			—			—			—			16.2
Payments for purchases of investments	—			—			(243.5		)	—			(243.5		)
Proceeds from divestitures and the sale of assets	—			—			31.3			—			31.3
Capital expenditures	(9.2		)	(1.0		)	(29.3		)	—			(39.5		)
Increase in certain other assets	0.5			(6.8		)	(21.9		)	—			(28.2		)
Capital contributions and loans paid	(270.2		)	—			(1,119.3		)	1,389.5			—
Proceeds from intercompany loans	106.4			—			—			(106.4		)	—
Net cash provided (used) by investing activities - continuing operations	(1,153.4		)	(7.8		)	(1,045.2		)	1,283.1			(923.3		)
Net cash used in investing activities - discontinued operations	361.9			—			—			—			361.9
Net cash provided (used) by investing activities	(791.5		)	(7.8		)	(1,045.2		)	1,283.1			(561.4		)

Cash flow from financing activities
Dividends paid	(64.6		)	—			(13.8		)	13.8			(64.6		)
Debt issuance costs	(39.2		)	—			—			—			(39.2		)
Revolving debt borrowings (repayments), net	(178.0		)	—			—			—			(178.0		)
Other debt borrowings	1,781.3			—			56.4			—			1,837.7
Other debt repayments	(439.6		)	(1.2		)	(221.7		)	—			(662.5		)
Distribution to noncontrolling interest holders	—			—			(10.2		)	—			(10.2		)
Excess tax benefits from share-based compensation	0.3			—			—			—			0.3
Issuance of common shares	0.3			—			—			—			0.3
Repurchase of common shares	(2.2		)	—			—			—			(2.2		)
Capital contributions received and loans incurred	—			133.3			1,256.2			(1,389.5		)	—
Payments on intercompany loans	—			(86.7		)	(19.7		)	106.4			—
Net cash provided (used) by financing activities	1,058.3			45.4			1,047.2			(1,269.3		)	881.6
Effect of exchange rate changes on cash	—			—			(8.0		)	—			(8.0		)
Increase (decrease) in cash and cash equivalents	119.6			(5.6		)	226.6			—			340.6
Add: Cash overdraft included in assets held for sale at beginning of year	(1.5		)	—			—			—			(1.5		)
Less: Cash overdraft included in assets held for sale at end of year	—			—			—			—			—
Cash and cash equivalents at the beginning of the year	20.3			7.9			285.4			—			313.6
Cash and cash equivalents at the end of the period	$	138.4		$	2.3		$	512.0		$	—		$	652.7

Condensed Consolidating Statement of Cash Flows

Year Ended December 31, 2015



	Parent			Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries			Reclassifications/ Eliminations			Consolidated
Net cash provided by operating activities	$	1.1		$	(26.2	)	$	97.5		$	(35.7	)	$	36.7

Cash flow from investing activities
Payments for acquisitions, net of cash acquired	—			—			(59.4		)	—			(59.4		)
Proceeds from maturities of investments	(2.1		)	—			178.2			—			176.1
Payments for purchases of investments	—			—			(125.5		)	—			(125.5		)
Proceeds from divestitures and the sale of assets	—			3.5			1.5			—			5.0
Capital expenditures	(34.9		)	(5.9		)	(11.5		)	—			(52.3		)
Increase in certain other assets	(6.5		)	(6.6		)	6.8			—			(6.3		)
Capital contributions and loans paid	(205.4		)	—			(3.8		)	209.2			—
Proceeds from intercompany loans	173.0			—			—			(173.0		)	—
Net cash provided (used) by investing activities - continuing operations	(75.9		)	(9.0		)	(13.7		)	36.2			(62.4		)
Net cash used in investing activities - discontinued operations	(2.5		)	—			—			—			(2.5		)
Net cash provided (used) by investing activities	(78.4		)	(9.0		)	(13.7		)	36.2			(64.9		)

Cash flow from financing activities
Dividends paid	(75.6		)	—			(35.7		)	35.7			(75.6		)
Debt issuance costs	(6.0		)	—			—			—			(6.0		)
Revolving debt borrowings (repayments), net	180.8			—			(25.0		)	—			155.8
Other debt borrowings	—			—			135.8			—			135.8
Other debt repayments	(14.8		)	(0.8		)	(153.1		)	—			(168.7		)
Distribution to noncontrolling interest holders	0.1			—			(0.2		)	—			(0.1		)
Excess tax benefits from share-based compensation	0.5			—			—			—			0.5
Issuance of common shares	3.5			—			—			—			3.5
Repurchase of common shares	(3.0		)	—			—			—			(3.0		)
Capital contributions received and loans incurred	—			179.3			29.9			(209.2		)	—
Payments on intercompany loans	—			(137.9		)	(35.1		)	173.0			—
Net cash provided by (used in) financing activities	85.5			40.6			(83.4		)	(0.5		)	42.2
Effect of exchange rate changes on cash	—			—			(23.9		)	—			(23.9		)
Increase (decrease) in cash and cash equivalents	8.2			5.4			(23.5		)	—			(9.9		)
Add: Cash overdraft included in assets held for sale at beginning of year	(4.1		)	—			—			—			(4.1		)
Less: Cash overdraft included in assets held for sale at end of year	(1.5		)	—			—			—			(1.5		)
Cash and cash equivalents at the beginning of the year	14.7			2.5			308.9			—			326.1
Cash and cash equivalents at the end of the period	$	20.3		$	7.9		$	285.4		$	—		$	313.6

Condensed Consolidating Statement of Cash Flows

Year Ended December 31, 2014



	Parent			Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries			Reclassifications/ Eliminations			Consolidated
Net cash provided by operating activities	$	154.6		$	(3.5	)	$	132.6		$	(96.8	)	$	186.9

Cash flow from investing activities
Payments for acquisitions, net of cash acquired	—			—			(11.7		)	—			(11.7		)
Proceeds from maturities of investments	2.3			—			475.1			—			477.4
Proceeds from sale of investments	—			—			39.6			—			39.6
Payments for purchases of investments	(4.0		)	—			(424.7		)	—			(428.7		)
Proceeds from divestitures and sale of assets	—			—			18.4			—			18.4
Capital expenditures	(44.1		)	(1.4		)	(14.6		)	—			(60.1		)
Increase in certain other assets	(14.4		)	(15.6		)	10.2			—			(19.8		)
Capital contributions and loans paid	(233.7		)	—			(10.1		)	243.8			—
Proceeds from intercompany loans	184.8			—			—			(184.8		)	—
Net cash provided (used) by investing activities - continuing operations	(109.1		)	(17.0		)	82.2			59.0			15.1
Net cash used in investing activities - discontinued operations	(1.3		)	—			—			—			(1.3		)
Net cash provided (used) by investing activities	(110.4		)	(17.0		)	82.2			59.0			13.8

Cash flow from financing activities
Dividends paid	(74.9		)	—			(96.8		)	96.8			(74.9		)
Debt issuance costs	(1.4		)	—			—			—			(1.4		)
Revolving debt borrowings (repayments), net	26.0			—			(24.0		)	—			2.0
Other debt borrowings	—			(0.3		)	157.9			—			157.6
Other debt repayments	—			0.2			(175.7		)	—			(175.5		)
Distribution to noncontrolling interest holders	—			—			(2.2		)	—			(2.2		)
Excess tax benefits from share-based compensation	0.5			—			—			—			0.5
Issuance of common shares	14.6			—			—			—			14.6
Repurchase of common shares	(1.9		)	—			—			—			(1.9		)
Capital contributions received and loans incurred	—			177.7			66.1			(243.8		)	—
Payments on intercompany loans	—			(156.6		)	(28.2		)	184.8			—
Net cash provided by (used in) financing activities	(37.1		)	21.0			(102.9		)	37.8			(81.2		)
Effect of exchange rate changes on cash	—			—			(28.2		)	—			(28.2		)
Increase (decrease) in cash and cash equivalents	7.1			0.5			83.7			—			91.3
Add: Cash overdraft included in assets held for sale at beginning of year	(0.6		)	—			—			—			(0.6		)
Less: Cash overdraft included in assets held for sale at end of year	(4.1		)	—			—			—			(4.1		)
Cash and cash equivalents at the beginning of the year	4.1			2.0			225.2			—			231.3
Cash and cash equivalents at the end of the year	$	14.7		$	2.5		$	308.9		$	—		$	326.1