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 indenture governing 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 its 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 condensed 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 June 30, 2017



	Parent		Combined Guarantor Subsidiaries		Combined Non-Guarantor Subsidiaries		Reclassifications/ Eliminations			Consolidated
ASSETS
Current assets
Cash and cash equivalents	$	6.5	$	2.2	$	442.6	$	—		$	451.3
Short-term investments	—		—		76.9		—			76.9
Trade receivables, net	144.1		0.3		786.3		—			930.7
Intercompany receivables	757.2		929.7		1,944.3		(3,631.2		)	—
Inventories	164.5		0.2		614.6		—			779.3
Prepaid expenses	9.6		0.9		53.6		—			64.1
Income taxes	—		4.1		132.0		(4.8		)	131.3
Other current assets	7.4		1.1		199.5		—			208.0
Total current assets	1,089.3		938.5		4,249.8		(3,636.0		)	2,641.6
Securities and other investments	93.7		—		—		—			93.7
Property, plant and equipment, net	96.7		3.2		292.0		—			391.9
Goodwill	55.5		—		1,026.9		—			1,082.4
Deferred income taxes	241.0		7.8		111.1		—			359.9
Finance lease receivables	—		3.4		15.0		—			18.4
Intangible assets, net	0.9		10.7		766.5		—			778.1
Investment in subsidiary	2,719.5		—		15.9		(2,735.4		)	—
Other assets	30.3		—		59.2		—			89.5
Total assets	$	4,326.9	$	963.6	$	6,536.4	$	(6,371.4	)	$	5,455.5

LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Current liabilities
Notes payable	$	83.7	$	0.6	$	28.2	$	—		$	112.5
Accounts payable	99.7		0.2		502.5		—			602.4
Intercompany payable	1,320.5		179.1		2,131.6		(3,631.2		)	—
Deferred revenue	99.7		0.3		326.1		—			426.1
Payroll and other benefits liabilities	15.5		0.9		160.0		—			176.4
Other current liabilities	97.1		2.0		470.7		(4.8		)	565.0
Total current liabilities	1,716.2		183.1		3,619.1		(3,636.0		)	1,882.4
Long-term debt	1,786.9		0.2		0.4		—			1,787.5
Pensions, post-retirement and other benefits	211.2		—		85.7		—			296.9
Deferred income taxes	13.3		—		267.7		—			281.0
Other liabilities	12.1		—		121.9		—			134.0
Commitments and contingencies
Redeemable noncontrolling interests	—		—		449.0		—			449.0
Total Diebold Nixdorf, Incorporated shareholders' equity	587.2		780.3		1,955.1		(2,735.4		)	587.2
Noncontrolling interests	—		—		37.5		—			37.5
Total liabilities, redeemable noncontrolling interests and equity	$	4,326.9	$	963.6	$	6,536.4	$	(6,371.4	)	$	5,455.5

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
Prepaid expenses	14.7		0.8		45.2		—			60.7
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, post-retirement and other benefits	212.6		—		84.6		—			297.2
Deferred income taxes	13.4		—		287.2		—			300.6
Other 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, redeemable noncontrolling interests and equity	$	4,319.4	$	865.3	$	4,887.3	$	(4,801.7	)	$	5,270.3

Condensed Consolidating Statement of Operations and Comprehensive Income (Loss)

Three Months Ended June 30, 2017



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

Net sales	$	253.8		$	1.4		$	879.4		$	(0.7	)	$	1,133.9
Cost of sales	198.6			2.7			695.5			(0.7		)	896.1
Gross profit	55.2			(1.3		)	183.9			—			237.8
Selling and administrative expense	75.8			2.1			158.9			—			236.8
Research, development and engineering expense	1.0			9.8			28.0			—			38.8
(Gain) loss on sale of assets, net	—			0.1			(7.8		)	—			(7.7		)
	76.8			12.0			179.1			—			267.9
Operating profit (loss)	(21.6		)	(13.3		)	4.8			—			(30.1		)
Other income (expense)
Interest income	0.4			—			4.7			—			5.1
Interest expense	(29.7		)	—			(2.5		)	—			(32.2		)
Foreign exchange gain (loss), net	2.3			—			(6.9		)	—			(4.6		)
Equity in earnings of subsidiaries	(21.1		)	—			—			21.1			—
Miscellaneous, net	1.1			2.1			(1.3		)	—			1.9
Income (loss) from continuing operations before taxes	(68.6		)	(11.2		)	(1.2		)	21.1			(59.9		)
Income tax (benefit) expense	(38.0		)	(16.3		)	18.0			—			(36.3		)
Net income (loss)	(30.6		)	5.1			(19.2		)	21.1			(23.6		)
Net income attributable to noncontrolling interests	—			—			7.0			—			7.0
Net income (loss) attributable to Diebold Nixdorf, Incorporated	$	(30.6	)	$	5.1		$	(26.2	)	$	21.1		$	(30.6	)
Comprehensive income (loss)	$	53.5		$	5.1		$	76.5		$	(72.9	)	$	62.2
Less: comprehensive income (loss) attributable to noncontrolling interests	—			—			8.7			—			8.7
Comprehensive income (loss) attributable to Diebold Nixdorf, Incorporated	$	53.5		$	5.1		$	67.8		$	(72.9	)	$	53.5

Condensed Consolidating Statement of Operations and Comprehensive Income (Loss)

Three Months Ended June 30, 2016



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

Net sales	$	289.6		$	27.1		$	289.9		$	(26.6	)	$	580.0
Cost of sales	214.3			24.5			212.6			(26.5		)	424.9
Gross profit	75.3			2.6			77.3			(0.1		)	155.1
Selling and administrative expense	77.9			3.1			46.3			—			127.3
Research, development and engineering expense	1.1			11.6			4.9			—			17.6
(Gain) loss on sale of assets, net	0.1			(0.2		)	—			—			(0.1		)
	79.1			14.5			51.2			—			144.8
Operating profit (loss)	(3.8		)	(11.9		)	26.1			(0.1		)	10.3
Other income (expense)
Interest income	0.8			0.2			5.3			—			6.3
Interest expense	(23.6		)	—			(0.7		)	—			(24.3		)
Foreign exchange gain (loss), net	(1.3		)	—			0.1			—			(1.2		)
Equity in earnings of subsidiaries	18.9			—			—			(18.9		)	—
Miscellaneous, net	(26.8		)	1.7			(1.7		)	—			(26.8		)
Income (loss) from continuing operations before taxes	(35.8		)	(10.0		)	29.1			(19.0		)	(35.7		)
Income tax (benefit) expense	(14.2		)	(2.0		)	1.3			—			(14.9		)
Income (loss) from continuing operations, net of tax	(21.6		)	(8.0		)	27.8			(19.0		)	(20.8		)
Income from discontinued operations, net of tax	0.5			—			—			—			0.5
Net income (loss)	(21.1		)	(8.0		)	27.8			(19.0		)	(20.3		)
Net income attributable to noncontrolling interests	—			—			0.8			—			0.8
Net income (loss) attributable to Diebold Nixdorf, Incorporated	$	(21.1	)	$	(8.0	)	$	27.0		$	(19.0	)	$	(21.1	)
Comprehensive income (loss)	$	(2.4	)	$	(7.9	)	$	48.9		$	(40.8	)	$	(2.2	)
Less: comprehensive income (loss) attributable to noncontrolling interests	—			—			0.2			—			0.2
Comprehensive income (loss) attributable to Diebold Nixdorf, Incorporated	$	(2.4	)	$	(7.9	)	$	48.7		$	(40.8	)	$	(2.4	)

Condensed Consolidating Statement of Operations and Comprehensive Income (Loss)

Six Months Ended June 30, 2017



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

Net sales	$	505.0		$	6.2		$	1,730.5		$	(5.0	)	$	2,236.7
Cost of sales	398.4			8.6			1,354.4			(5.0		)	1,756.4
Gross profit	106.6			(2.4		)	376.1			—			480.3
Selling and administrative expense	142.9			5.0			335.9			—			483.8
Research, development and engineering expense	0.9			19.6			59.7			—			80.2
Impairment of assets	3.1			—			—			—			3.1
(Gain) loss on sale of assets, net	—			0.1			(8.2		)	—			(8.1		)
	146.9			24.7			387.4			—			559.0
Operating profit (loss)	(40.3		)	(27.1		)	(11.3		)	—			(78.7		)
Other income (expense)
Interest income	0.9			0.1			10.5			—			11.5
Interest expense	(58.8		)	—			(4.2		)	—			(63.0		)
Foreign exchange gain (loss), net	2.3			0.1			(10.1		)	—			(7.7		)
Equity in earnings of subsidiaries	(47.4		)	—			—			47.4			—
Miscellaneous, net	0.9			4.0			(0.8		)	(0.9		)	3.2
Income (loss) from continuing operations before taxes	(142.4		)	(22.9		)	(15.9		)	46.5			(134.7		)
Income tax (benefit) expense	(53.0		)	(20.3		)	14.4			—			(58.9		)
Net income (loss)	(89.4		)	(2.6		)	(30.3		)	46.5			(75.8		)
Net income attributable to noncontrolling interests	—			—			13.6			—			13.6
Net income (loss) attributable to Diebold Nixdorf, Incorporated	$	(89.4	)	$	(2.6	)	$	(43.9	)	$	46.5		$	(89.4	)
Comprehensive income (loss)	$	39.6		$	(2.6	)	$	122.7		$	(104.8	)	$	54.9
Less: comprehensive income (loss) attributable to noncontrolling interests	—			—			15.3			—			15.3
Comprehensive income (loss) attributable to Diebold Nixdorf, Incorporated	$	39.6		$	(2.6	)	$	107.4		$	(104.8	)	$	39.6

Condensed Consolidating Statement of Operations and Comprehensive Income (Loss)

Six Months Ended June 30, 2016



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

Net sales	$	550.8		$	52.8		$	537.8		$	(51.8	)	$	1,089.6
Cost of sales	405.0			51.4			390.6			(51.3		)	795.7
Gross profit	145.8			1.4			147.2			(0.5		)	293.9
Selling and administrative expense	155.9			5.7			91.3			—			252.9
Research, development and engineering expense	2.4			23.7			10.0			—			36.1
(Gain) loss on sale of assets, net	0.2			(0.1		)	0.2			—			0.3
	158.5			29.3			101.5			—			289.3
Operating profit (loss)	(12.7		)	(27.9		)	45.7			(0.5		)	4.6
Other income (expense)
Interest income	1.0			0.4			9.8			—			11.2
Interest expense	(34.9		)	(0.1		)	(0.8		)	—			(35.8		)
Foreign exchange gain (loss), net	(3.0		)	—			(0.6		)	—			(3.6		)
Equity in earnings of subsidiaries	34.7			—			—			(34.7		)	—
Miscellaneous, net	6.4			3.2			(1.8		)	—			7.8
Income (loss) from continuing operations before taxes	(8.5		)	(24.4		)	52.3			(35.2		)	(15.8		)
Income tax (benefit) expense	(17.2		)	(4.9		)	6.4			—			(15.7		)
Income (loss) from continuing operations, net of tax	8.7			(19.5		)	45.9			(35.2		)	(0.1		)
Income from discontinued operations, net of tax	138.4			—			9.9			—			148.3
Net income (loss)	147.1			(19.5		)	55.8			(35.2		)	148.2
Net income attributable to noncontrolling interests	—			—			1.1			—			1.1
Net income (loss) attributable to Diebold Nixdorf, Incorporated	$	147.1		$	(19.5	)	$	54.7		$	(35.2	)	$	147.1
Comprehensive income (loss)	$	195.7		$	(19.5	)	$	109.6		$	(89.5	)	$	196.3
Less: comprehensive income (loss) attributable to noncontrolling interests	—			—			0.6			—			0.6
Comprehensive income (loss) attributable to Diebold Nixdorf, Incorporated	$	195.7		$	(19.5	)	$	109.0		$	(89.5	)	$	195.7

Condensed Consolidating Statement of Cash Flows

Six Months Ended June 30, 2017



	Parent			Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries			Reclassifications/ Eliminations			Consolidated
Net cash used by operating activities	$	(116.1	)	$	(13.3	)	$	(163.7	)	$	107.3		$	(185.8	)

Cash flow from investing activities
Payments for acquisition	—			—			(2.4		)	—			(2.4		)
Proceeds from maturities of investments	(0.7		)	—			145.7			—			145.0
Payments for purchases of investments	(14.0		)	—			(159.7		)	—			(173.7		)
Proceeds from sale of assets	—			—			11.4			—			11.4
Capital expenditures	(2.9		)	—			(23.5		)	—			(26.4		)
Increase in certain other assets	(4.9		)	3.9			(16.6		)	—			(17.6		)
Capital contributions and loans paid	(252.6		)	—			—			252.6			—
Proceeds from intercompany loans	171.9			—			—			(171.9		)	—
Net cash (used) provided by investing activities	(103.2		)	3.9			(45.1		)	80.7			(63.7		)

Cash flow from financing activities
Dividends paid	(15.3		)	—			—			—			(15.3		)
Debt issuance costs	(1.1		)	—			—			—			(1.1		)
Revolving credit facility borrowings (repayments), net	119.1			—			—			—			119.1
Other debt borrowings	323.3			—			154.3			(107.3		)	370.3
Other debt repayments	(334.4		)	(0.8		)	(81.3		)	—			(416.5		)
Distributions to noncontrolling interest holders	—			—			(16.3		)	—			(16.3		)
Issuance of common shares	0.3			—			—			—			0.3
Repurchase of common shares	(4.5		)	—			—			—			(4.5		)
Capital contributions received and loans incurred	—			37.4			215.2			(252.6		)	—
Payments on intercompany loans	—			(27.3		)	(144.6		)	171.9			—
Net cash provided (used) by financing activities	87.4			9.3			127.3			(188.0		)	36.0
Effect of exchange rate changes on cash and cash equivalents	—			—			12.1			—			12.1
Increase (decrease) in cash and cash equivalents	(131.9		)	(0.1		)	(69.4		)	—			(201.4		)
Cash and cash equivalents at the beginning of the period	138.4			2.3			512.0			—			652.7
Cash and cash equivalents at the end of the period	$	6.5		$	2.2		$	442.6		$	—		$	451.3

Condensed Consolidating Statement of Cash Flows

Six Months Ended June 30, 2016



	Parent			Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries			Reclassifications/ Eliminations			Consolidated
Net cash used by operating activities	$	(152.1	)	$	(27.6	)	$	(26.3	)	$	—		$	(206.0	)

Cash flow from investing activities
Proceeds from maturities of investments	—			—			107.1			—			107.1
Proceeds from sale of foreign currency option and forward contracts, net	42.6			—			—			—			42.6
Payments for purchases of investments	—			—			(85.9		)	—			(85.9		)
Proceeds from sale of assets	—			—			0.4			—			0.4
Capital expenditures	(3.1		)	(0.4		)	(7.8		)	—			(11.3		)
Restricted cash, net	(1,768.1		)	—			—			—			(1,768.1		)
Increase in certain other assets	(13.2		)	(3.0		)	6.9			—			(9.3		)
Capital contributions and loans paid	(90.1		)	—			—			90.1			—
Proceeds from intercompany loans	74.7			—			—			(74.7		)	—
Net cash (used) provided by investing activities - continuing operations	(1,757.2		)	(3.4		)	20.7			15.4			(1,724.5		)
Net cash provided by investing activities - discontinued operations	365.1			—			—			—			365.1
Net cash (used) provided by investing activities	(1,392.1		)	(3.4		)	20.7			15.4			(1,359.4		)

Cash flow from financing activities
Dividends paid	(38.0		)	—			—			—			(38.0		)
Debt issuance costs	(11.2		)	—			—			—			(11.2		)
Restricted cash, net	(54.9		)	—			—			—			(54.9		)
Revolving credit facility borrowings (repayments), net	142.0			—			—			—			142.0
Other debt borrowings	1,781.1			—			25.9			—			1,807.0
Other debt repayments	(230.8		)	(0.5		)	(24.9		)	—			(256.2		)
Distributions to noncontrolling interest holders	—			—			(2.0		)	—			(2.0		)
Repurchase of common shares	(2.0		)	—			—			—			(2.0		)
Capital contributions received and loans incurred	—			77.8			12.3			(90.1		)	—
Payments on intercompany loans	—			(51.5		)	(23.2		)	74.7			—
Net cash provided (used) by financing activities	1,586.2			25.8			(11.9		)	(15.4		)	1,584.7
Effect of exchange rate changes on cash and cash equivalents	—			—			4.1			—			4.1
(Decrease) increase in cash and cash equivalents	42.0			(5.2		)	(13.4		)	—			23.4
Add: Cash overdraft included in assets held for sale at beginning of period	(1.5		)	—			—			—			(1.5		)
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	$	60.8		$	2.7		$	272.0		$	—		$	335.5