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 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 March 31, 2018



	Parent		Combined Guarantor Subsidiaries		Combined Non-Guarantor Subsidiaries		Reclassifications/ Eliminations			Consolidated
ASSETS
Current assets
Cash and cash equivalents	$	7.2	$	2.7	$	352.2	$	—		$	362.1
Short-term investments	—		—		24.2		—			24.2
Trade receivables, net	147.8		0.5		703.9		—			852.2
Intercompany receivables	737.9		820.9		2,889.0		(4,447.8		)	—
Inventories	180.8		—		650.5		—			831.3
Prepaid, income taxes and other current assets	36.2		16.1		313.9		(22.5		)	343.7
Total current assets	1,109.9		840.2		4,933.7		(4,470.3		)	2,413.5
Securities and other investments	97.5		—		—		—			97.5
Property, plant and equipment, net	87.4		1.3		276.8		—			365.5
Goodwill	55.5		—		1,076.3		—			1,131.8
Deferred income taxes	167.7		8.0		136.0		—			311.7
Intangible assets, net	36.1		—		732.5		—			768.6
Investment in subsidiary	2,410.2		—		—		(2,410.2		)	—
Other assets	53.3		0.7		71.2		(35.4		)	89.8
Total assets	$	4,017.6	$	850.2	$	7,226.5	$	(6,915.9	)	$	5,178.4

LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Current liabilities
Notes payable	$	53.0	$	0.3	$	23.3	$	—		$	76.6
Accounts payable	95.1		0.1		465.3		—			560.5
Intercompany payable	1,227.7		194.6		3,025.5		(4,447.8		)	—
Deferred revenue	125.2		0.5		376.3		—			502.0
Payroll and other benefits liabilities	22.7		0.7		151.8		—			175.2
Other current liabilities	149.5		0.5		405.4		(22.5		)	532.9
Total current liabilities	1,673.2		196.7		4,447.6		(4,470.3		)	1,847.2
Long-term debt	1,711.8		—		0.7		—			1,712.5
Other long-term liabilities	205.7		—		475.7		(35.4		)	646.0
Commitments and contingencies
Redeemable noncontrolling interests	—		—		509.6		—			509.6
Total Diebold Nixdorf, Incorporated shareholders' equity	426.9		653.5		1,756.7		(2,410.2		)	426.9
Noncontrolling interests	—		—		36.2		—			36.2
Total liabilities, redeemable noncontrolling interests and equity	$	4,017.6	$	850.2	$	7,226.5	$	(6,915.9	)	$	5,178.4

Condensed Consolidating Balance Sheets

As of December 31, 2017



	Parent		Combined Guarantor Subsidiaries		Combined Non-Guarantor Subsidiaries		Reclassifications/ Eliminations			Consolidated
ASSETS
Current assets
Cash and cash equivalents	$	58.5	$	2.3	$	474.4	$	—		$	535.2
Short-term investments	—		—		81.4		—			81.4
Trade receivables, net	140.7		1.4		688.0		—			830.1
Intercompany receivables	735.7		907.8		2,104.1		(3,747.6		)	—
Inventories	167.6		—		569.4		—			737.0
Prepaid, income taxes and other current assets	35.4		17.0		294.1		(21.8		)	324.7
Total current assets	1,137.9		928.5		4,211.4		(3,769.4		)	2,508.4
Securities and other investments	96.8		—		—		—			96.8
Property, plant and equipment, net	89.6		2.1		272.8		—			364.5
Goodwill	55.5		—		1,061.6		—			1,117.1
Deferred income taxes	150.8		8.0		135.0		—			293.8
Intangible assets, net	37.5		—		736.3		—			773.8
Investment in subsidiary	2,518.5		—		—		(2,518.5		)	—
Other assets	47.2		1.1		74.0		(26.5		)	95.8
Total assets	$	4,133.8	$	939.7	$	6,491.1	$	(6,314.4	)	$	5,250.2

LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Current liabilities
Notes payable	$	49.9	$	0.3	$	16.5	$	—		$	66.7
Accounts payable	88.1		0.1		474.0		—			562.2
Intercompany payable	1,337.1		192.2		2,218.3		(3,747.6		)	—
Deferred revenue	115.8		0.6		321.1		—			437.5
Payroll and other benefits liabilities	26.1		2.2		170.6		—			198.9
Other current liabilities	115.2		2.8		437.9		(21.8		)	534.1
Total current liabilities	1,732.2		198.2		3,638.4		(3,769.4		)	1,799.4
Long-term debt	1,710.6		0.1		76.4		—			1,787.1
Other long-term liabilities	221.0		—		470.3		(26.5		)	664.8
Commitments and contingencies
Redeemable noncontrolling interests	—		—		492.1		—			492.1
Total Diebold Nixdorf, Incorporated shareholders' equity	470.0		741.4		1,777.1		(2,518.5		)	470.0
Noncontrolling interests	—		—		36.8		—			36.8
Total liabilities, redeemable noncontrolling interests and equity	$	4,133.8	$	939.7	$	6,491.1	$	(6,314.4	)	$	5,250.2

Condensed Consolidating Statement of Operations and Comprehensive Income (Loss)

Three Months Ended March 31, 2018



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

Net sales	$	252.5		$	0.2		$	811.5		$	—	$	1,064.2
Cost of sales	208.3			0.4			614.6			—		823.3
Gross profit (loss)	44.2			(0.2		)	196.9			—		240.9
Selling and administrative expense	75.7			1.1			151.1			—		227.9
Research, development and engineering expense	0.7			11.3			29.7			—		41.7
(Gain) loss on sale of assets, net	(4.4		)	—			(3.3		)	—		(7.7		)
	72.0			12.4			177.5			—		261.9
Operating profit (loss)	(27.8		)	(12.6		)	19.4			—		(21.0		)
Other income (expense)
Interest income	0.2			—			3.3			—		3.5
Interest expense	(24.8		)	—			(1.2		)	—		(26.0		)
Foreign exchange gain (loss), net	(3.0		)	—			1.6			—		(1.4		)
Equity in earnings of subsidiaries	(42.8		)	—			—			42.8		—
Miscellaneous, net	(1.3		)	1.4			0.1			0.8		1.0
Income (loss) before taxes	(99.5		)	(11.2		)	23.2			43.6		(43.9		)
Income tax expense (benefit)	(28.6		)	(20.6		)	68.6			—		19.4
Net income (loss)	(70.9		)	9.4			(45.4		)	43.6		(63.3		)
Net income attributable to noncontrolling interests	—			—			7.6			—		7.6
Net income (loss) attributable to Diebold Nixdorf, Incorporated	$	(70.9	)	$	9.4		$	(53.0	)	$	43.6	$	(70.9	)
Comprehensive income (loss)	$	(80.1	)	$	9.4		$	(14.4	)	$	12.6	$	(72.5	)
Less: comprehensive income attributable to noncontrolling interests	—			—			7.6			—		7.6
Comprehensive income (loss) attributable to Diebold Nixdorf, Incorporated	$	(80.1	)	$	9.4		$	(22.0	)	$	12.6	$	(80.1	)

Condensed Consolidating Statement of Operations and Comprehensive Income (Loss)

Three Months Ended March 31, 2017



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

Net sales	$	267.4		$	4.9		$	834.8		$	(4.3	)	$	1,102.8
Cost of sales	216.5			5.9			642.2			(4.3		)	860.3
Gross profit (loss)	50.9			(1.0		)	192.6			—			242.5
Selling and administrative expense	68.2			2.9			175.9			—			247.0
Research, development and engineering expense	(0.1		)	9.8			31.7			—			41.4
Impairment of assets	3.1			—			—			—			3.1
(Gain) loss on sale of assets, net	—			0.1			(0.5		)	—			(0.4		)
	71.2			12.8			207.1			—			291.1
Operating profit (loss)	(20.3		)	(13.8		)	(14.5		)	—			(48.6		)
Other income (expense)
Interest income	0.6			0.1			5.7			—			6.4
Interest expense	(29.1		)	—			(1.7		)	—			(30.8		)
Foreign exchange gain (loss), net	—			—			(3.1		)	—			(3.1		)
Equity in earnings of subsidiaries	(25.5		)	—			—			25.5			—
Miscellaneous, net	(0.1		)	1.9			0.5			(1.0		)	1.3
Income (loss) before taxes	(74.4		)	(11.8		)	(13.1		)	24.5			(74.8		)
Income tax expense (benefit)	(15.6		)	(4.1		)	(2.9		)	—			(22.6		)
Net income (loss)	(58.8		)	(7.7		)	(10.2		)	24.5			(52.2		)
Net income attributable to noncontrolling interests	—			—			6.6			—			6.6
Net income (loss) attributable to Diebold Nixdorf, Incorporated	$	(58.8	)	$	(7.7	)	$	(16.8	)	$	24.5		$	(58.8	)
Comprehensive income (loss)	$	(13.9	)	$	(7.7	)	$	46.2		$	(31.9	)	$	(7.3	)
Less: comprehensive income attributable to noncontrolling interests	—			—			6.6			—			6.6
Comprehensive income (loss) attributable to Diebold Nixdorf, Incorporated	$	(13.9	)	$	(7.7	)	$	39.6		$	(31.9	)	$	(13.9	)

Condensed Consolidating Statement of Cash Flows

Three Months Ended March 31, 2018



	Parent			Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries			Reclassifications/ Eliminations			Consolidated
Net cash provided (used) by operating activities	$	(31.8	)	$	(3.0	)	$	(107.5	)	$	—		$	(142.3	)

Cash flow from investing activities
Capital expenditures	(2.3		)	(0.1		)	(17.8		)	—			(20.2		)
Payments for acquisitions	—			—			(5.8		)	—			(5.8		)
Proceeds from maturities of investments	1.0			—			103.6			—			104.6
Payments for purchases of investments	—			—			(45.5		)	—			(45.5		)
Proceeds from sale of assets	8.6			—			0.6			—			9.2
Increase in certain other assets	(2.5		)	0.8			(1.5		)	—			(3.2		)
Capital contributions and loans paid	(12.1		)	—			—			12.1			—
Proceeds from intercompany loans	9.3			—			—			(9.3		)	—
Net cash provided (used) by investing activities	2.0			0.7			33.6			2.8			39.1

Cash flow from financing activities
Dividends paid	(7.7		)	—			—			—			(7.7		)
Revolving credit facility (repayments) borrowings, net	—			—			(75.0		)	—			(75.0		)
Other debt borrowings	—			—			26.0			—			26.0
Other debt repayments	(11.3		)	(0.1		)	(20.3		)	—			(31.7		)
Distributions and payments to noncontrolling interest holders	—			—			(0.5		)	—			(0.5		)
Repurchase of common shares	(2.5		)	—			—			—			(2.5		)
Capital contributions received and loans incurred	—			12.1			—			(12.1		)	—
Payments on intercompany loans	—			(9.3		)	—			9.3			—
Net cash provided (used) by financing activities	(21.5		)	2.7			(69.8		)	(2.8		)	(91.4		)
Effect of exchange rate changes on cash and cash equivalents	—			—			21.5			—			21.5
Increase (decrease) in cash and cash equivalents	(51.3		)	0.4			(122.2		)	—			(173.1		)
Cash and cash equivalents at the beginning of the period	58.5			2.3			474.4			—			535.2
Cash and cash equivalents at the end of the period	$	7.2		$	2.7		$	352.2		$	—		$	362.1

Condensed Consolidating Statement of Cash Flows

Three Months Ended March 31, 2017



	Parent			Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries			Reclassifications/ Eliminations			Consolidated
Net cash provided (used) by operating activities	$	(112.3	)	$	(2.2	)	$	5.1		$	43.1		$	(66.3	)

Cash flow from investing activities
Capital expenditures	(1.8		)	—			(10.3		)	—			(12.1		)
Proceeds from maturities of investments	0.8			—			84.1			—			84.9
Payments for purchases of investments	—			—			(95.1		)	—			(95.1		)
Proceeds from sale of assets	—			—			2.0			—			2.0
Increase in certain other assets	(4.9		)	4.2			(8.0		)	—			(8.7		)
Capital contributions and loans paid	(164.7		)	—			—			164.7			—
Proceeds from intercompany loans	162.3			—			—			(162.3		)	—
Net cash provided (used) by investing activities	(8.3		)	4.2			(27.3		)	2.4			(29.0		)

Cash flow from financing activities
Dividends paid	(7.6		)	—			—			—			(7.6		)
Revolving credit facility (repayments) borrowings, net	20.0			—			—			—			20.0
Other debt borrowings	—			—			62.2			(43.1		)	19.1
Other debt repayments	(7.8		)	(0.3		)	(75.9		)	—			(84.0		)
Distributions and payments to noncontrolling interest holders	—			—			(15.7		)	—			(15.7		)
Issuance of common shares	0.3			—			—			—			0.3
Repurchase of common shares	(4.6		)	—			—			—			(4.6		)
Capital contributions received and loans incurred	—			17.8			146.9			(164.7		)	—
Payments on intercompany loans	—			(19.6		)	(142.7		)	162.3			—
Net cash provided (used) by financing activities	0.3			(2.1		)	(25.2		)	(45.5		)	(72.5		)
Effect of exchange rate changes on cash and cash equivalents	—			—			5.2			—			5.2
Increase (decrease) in cash and cash equivalents	(120.3		)	(0.1		)	(42.2		)	—			(162.6		)
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	$	18.1		$	2.2		$	469.8		$	—		$	490.1