SUPPLEMENTAL GUARANTOR INFORMATION

The Company issued the 2024 Senior Notes in an offering exempt from the registration requirements of the Securities Act of 1933 in connection with the Acquisition. The 2024 Senior Notes are and will be guaranteed by certain of the Company's existing and future 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, as supplemented;


(iii)	Non-guarantor subsidiaries, on a combined basis;


(iv)	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


(v)	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 2024 Senior 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.

The Company has reclassified certain assets and liabilities from its non-guarantor subsidiaries to the Parent Company as a result of a common control transaction in connection with the Company's integration efforts of the Acquisition to optimize its operations. The Company also reclassified certain assets and liabilities for inclusion of an additional wholly-owned domestic subsidiary from its non-guarantor subsidiaries to the combined guarantor subsidiaries as a result of changes included in the Sixth Amendment.

Condensed Consolidating Balance Sheets

As of December 31, 2018



	Parent			Combined Guarantor Subsidiaries		Combined Non-Guarantor Subsidiaries		Reclassifications/ Eliminations			Consolidated
ASSETS
Current assets
Cash, cash equivalents and restricted cash	$	17.3		$	2.7	$	438.4	$	—		$	458.4
Short-term investments	—			—		33.5		—			33.5
Trade receivables, net	105.7			0.1		631.4		—			737.2
Intercompany receivables	205.3			606.3		425.1		(1,236.7		)	—
Inventories	164.8			—		445.3		—			610.1
Prepaid expenses	16.4			0.1		40.9		—			57.4
Other current assets	20.4			12.5		299.6		(25.7		)	306.8
Total current assets	529.9			621.7		2,314.2		(1,262.4		)	2,203.4
Securities and other investments	22.4			—		—		—			22.4
Property, plant and equipment, net	76.9			0.8		226.4		—			304.1
Deferred income taxes	139.9			6.2		97.8		—			243.9
Goodwill	58.1			—		769.0		—			827.1
Intangible assets, net	30.8			—		593.8		—			624.6
Investment in subsidiaries	2,702.1			—		—		(2,702.1		)	—
Other assets	30.2			0.4		69.3		(13.5		)	86.4
Total assets	$	3,590.3		$	629.1	$	4,070.5	$	(3,978.0	)	$	4,311.9

LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Current liabilities
Notes payable	$	25.7		$	0.1	$	23.7	$	—		$	49.5
Accounts payable	88.1			—		421.4		—			509.5
Intercompany payable	1,030.8			60.8		145.1		(1,236.7		)	—
Deferred revenue	116.6			0.1		261.5		—			378.2
Payroll and other benefits liabilities	26.7			1.3		156.3		—			184.3
Other current liabilities	114.2			1.5		352.4		(21.2		)	446.9
Total current liabilities	1,402.1			63.8		1,360.4		(1,257.9		)	1,568.4
Long-term debt	2,172.5			—		17.5		—			2,190.0
Pensions, post-retirements and other benefits	183.7			—		90.1		—			273.8
Deferred income taxes	10.0			—		211.6		—			221.6
Other long-term liabilities	8.4			—		96.9		(18.0		)	87.3
Commitments and contingencies
Redeemable noncontrolling interests	—			—		130.4		—			130.4
Total Diebold Nixdorf, Incorporated shareholders' equity	(186.4		)	565.3		2,136.8		(2,702.1		)	(186.4		)
Noncontrolling interests	—			—		26.8		—			26.8
Total liabilities and equity	$	3,590.3		$	629.1	$	4,070.5	$	(3,978.0	)	$	4,311.9

Condensed Consolidating Balance Sheets

As of December 31, 2017



	Parent		Combined Guarantor Subsidiaries		Combined Non-Guarantor Subsidiaries		Reclassifications/ Eliminations			Consolidated
ASSETS
Current assets
Cash, cash equivalents and restricted cash	$	58.5	$	2.3	$	482.4	$	—		$	543.2
Short-term investments	—		—		81.4		—			81.4
Trade receivables, net	140.7		1.4		685.8		—			827.9
Intercompany receivables	106.7		638.4		384.0		(1,129.1		)	—
Inventories	159.4		—		555.1		—			714.5
Prepaid expenses	15.7		1.0		49.0		—			65.7
Other current assets	19.7		16.0		233.6		(21.8		)	247.5
Total current assets	500.7		659.1		2,471.3		(1,150.9		)	2,480.2
Securities and other investments	96.8		—		—		—			96.8
Property, plant and equipment, net	89.6		2.1		272.8		—			364.5
Deferred income taxes	150.8		8.0		135.0		—			293.8
Goodwill	55.5		—		1,061.6		—			1,117.1
Intangible assets, net	37.5		—		736.3		—			773.8
Investment in subsidiaries	2,810.9		—		—		(2,810.9		)	—
Other assets	47.2		1.1		74.0		(26.5		)	95.8
Total assets	$	3,789.0	$	670.3	$	4,751.0	$	(3,988.3	)	$	5,222.0

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	1,019.5		22.2		87.4		(1,129.1		)	—
Deferred revenue	115.8		0.6		320.1		—			436.5
Payroll and other benefits liabilities	26.1		2.2		170.6		—			198.9
Other current liabilities	112.4		2.8		438.0		(21.8		)	531.4
Total current liabilities	1,411.8		28.2		1,506.6		(1,150.9		)	1,795.7
Long-term debt	1,710.6		0.1		76.4		—			1,787.1
Pensions, post-retirements and other benefits	199.7		—		66.7		—			266.4
Deferred income taxes	10.0		—		277.1		—			287.1
Other long-term liabilities	11.4		—		126.4		(26.5		)	111.3
Commitments and contingencies
Redeemable noncontrolling interests	—		—		492.1		—			492.1
Total Diebold Nixdorf, Incorporated shareholders' equity	445.5		642.0		2,168.9		(2,810.9		)	445.5
Noncontrolling interests	—		—		36.8		—			36.8
Total liabilities and equity	$	3,789.0	$	670.3	$	4,751.0	$	(3,988.3	)	$	5,222.0

Condensed Consolidating Statement of Operations and Comprehensive Income (Loss)

Year Ended December 31, 2018



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

Net sales	$	2,158.9		$	0.5		$	2,419.3		$	(0.1	)	$	4,578.6
Cost of sales	1,994.1			1.9			1,691.8			(0.1		)	3,687.7
Gross profit (loss)	164.8			(1.4		)	727.5			—			890.9
Selling and administrative expense	306.6			4.9			574.1			—			885.6
Research, development and engineering expense	2.8			44.6			110.0			—			157.4
Impairment of assets	—			—			217.5			—			217.5
(Gain) loss on sale of assets, net	(3.4		)	0.1			(3.4		)	—			(6.7		)
	306.0			49.6			898.2			—			1,253.8
Operating loss	(141.2		)	(51.0		)	(170.7		)	—			(362.9		)
Other income (expense)
Interest income	0.3			0.1			8.3			—			8.7
Interest expense	(140.7		)	—			(14.2		)	—			(154.9		)
Foreign exchange (loss) gain, net	(17.3		)	(0.2		)	15.0			—			(2.5		)
Miscellaneous, net	36.4			1.3			(41.7		)	—			(4.0		)
Loss from continuing operations before taxes	(262.5		)	(49.8		)	(203.3		)	—			(515.6		)
Income tax (benefit) expense	18.8			(10.2		)	28.6			—			37.2
Equity in (loss) earnings of unconsolidated subsidiaries, net	(287.4		)	—			(13.2		)	287.4			(13.2		)
Net (loss) income	(568.7		)	(39.6		)	(245.1		)	287.4			(566.0		)
Income attributable to noncontrolling interests, net of tax	—			—			2.7			—			2.7
Net (loss) income attributable to Diebold Nixdorf, Incorporated	$	(568.7	)	$	(39.6	)	$	(247.8	)	$	287.4		$	(568.7	)
Comprehensive (loss) income	$	(676.1	)	$	(39.6	)	$	(339.3	)	$	377.7		$	(677.3	)
Less: comprehensive loss attributable to noncontrolling interests	—			—			(1.2		)	—			(1.2		)
Comprehensive (loss) income attributable to Diebold Nixdorf, Incorporated	$	(676.1	)	$	(39.6	)	$	(338.1	)	$	377.7		$	(676.1	)

Condensed Consolidating Statement of Operations and Comprehensive Income (Loss)

Year Ended December 31, 2017



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

Net sales	$	1,126.4		$	7.4		$	3,480.6		$	(5.1	)	$	4,609.3
Cost of sales	902.0			12.3			2,700.3			(5.1		)	3,609.5
Gross profit (loss)	224.4			(4.9		)	780.3			—			999.8
Selling and administrative expense	283.8			10.5			639.4			—			933.7
Research, development and engineering expense	3.1			40.6			111.8			—			155.5
Impairment of assets	3.1			—			—			—			3.1
Loss on sale of assets, net	0.5			0.4			0.1			—			1.0
	290.5			51.5			751.3			—			1,093.3
Operating (loss) profit	(66.1		)	(56.4		)	29.0			—			(93.5		)
Other income (expense)
Interest income	2.3			0.2			17.8			—			20.3
Interest expense	(108.7		)	—			(8.6		)	—			(117.3		)
Foreign exchange loss, net	(0.5		)	(0.1		)	(3.3		)	—			(3.9		)
Miscellaneous, net	6.2			7.7			(11.1		)	(0.3		)	2.5
(Loss) income from continuing operations before taxes	(166.8		)	(48.6		)	23.8			(0.3		)	(191.9		)
Income tax (benefit) expense	36.1			(15.5		)	7.7			—			28.3
Equity in (loss) earnings of unconsolidated subsidiaries, net	(38.6		)	—			6.3			38.6			6.3
Net (loss) income	(241.5		)	(33.1		)	22.4			38.3			(213.9		)
Income attributable to noncontrolling interests, net of tax	—			—			27.6			—			27.6
Net (loss) income attributable to Diebold Nixdorf, Incorporated	$	(241.5	)	$	(33.1	)	$	(5.2	)	$	38.3		$	(241.5	)
Comprehensive (loss) income	$	(96.5	)	$	(33.1	)	$	193.7		$	(127.1	)	$	(63.0	)
Less: comprehensive income attributable to noncontrolling interests	—			—			33.5			—			33.5
Comprehensive (loss) income attributable to Diebold Nixdorf, Incorporated	$	(96.5	)	$	(33.1	)	$	160.2		$	(127.1	)	$	(96.5	)

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	$	1,137.1		$	85.0		$	2,177.4		$	(83.2	)	$	3,316.3
Cost of sales	888.5			84.2			1,714.2			(82.3		)	2,604.6
Gross profit (loss)	248.6			0.8			463.2			(0.9		)	711.7
Selling and administrative expense	314.4			11.6			435.2			—			761.2
Research, development and engineering expense	7.9			45.7			56.6			—			110.2
Impairment of assets	—			5.1			4.7			—			9.8
Loss (Gain) on sale of assets, net	0.3			(0.1		)	0.1			—			0.3
	322.6			62.3			496.6			—			881.5
Operating loss	(74.0		)	(61.5		)	(33.4		)	(0.9		)	(169.8		)
Other income (expense)
Interest income	2.5			0.6			18.4			—			21.5
Interest expense	(95.1		)	(0.1		)	(6.2		)	—			(101.4		)
Foreign exchange (loss) gain, net	(3.5		)	(0.1		)	1.5			—			(2.1		)
Miscellaneous, net	(3.2		)	7.8			(0.5		)	(1.0		)	3.1
Loss from continuing operations before taxes	(173.3		)	(53.3		)	(20.2		)	(1.9		)	(248.7		)
Income (benefit) tax expense	(54.8		)	(28.6		)	14.4			—			(69.0		)
Equity in (loss) earnings of unconsolidated subsidiaries, net	(58.3		)	—			0.4			58.3			0.4
(Loss) income from continuing operations, net of tax	(176.8		)	(24.7		)	(34.2		)	56.4			(179.3		)
Income from discontinued operations, net of tax	135.2			—			8.5			—			143.7
Net (loss) income	(41.6		)	(24.7		)	(25.7		)	56.4			(35.6		)
Income attributable to noncontrolling interests, net of tax	—			—			6.0			—			6.0
Net (loss) income attributable to Diebold Nixdorf, Incorporated	$	(41.6	)	$	(24.7	)	$	(31.7	)	$	56.4		$	(41.6	)
Comprehensive (loss) income	$	(64.8	)	$	(24.7	)	$	(60.3	)	$	94.2		$	(55.6	)
Less: comprehensive income attributable to noncontrolling interests	—			—			9.2			—			9.2
Comprehensive (loss) income attributable to Diebold Nixdorf, Incorporated	$	(64.8	)	$	(24.7	)	$	(69.5	)	$	94.2		$	(64.8	)

Condensed Consolidating Statement of Cash Flows

Year Ended December 31, 2018



	Parent			Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries			Reclassifications/ Eliminations			Consolidated
Net cash (used) provided by operating activities	$	(67.8	)	$	(37.7	)	$	1.4		$	—		$	(104.1	)

Cash flow from investing activities
Capital expenditures	(6.5		)	(0.1		)	(51.9		)	—			(58.5		)
Payments for acquisitions, net of cash acquired	—			—			(5.9		)	—			(5.9		)
Proceeds from maturities of investments	71.2			—			246.6			—			317.8
Payments for purchases of investments	—			—			(200.2		)	—			(200.2		)
Proceeds from divestitures and the sale of assets	6.7			—			4.4			—			11.1
Decrease in certain other assets	(5.8		)	—			(24.1		)	—			(29.9		)
Capital contributions and loans paid	(503.2		)	—			—			503.2			—
Proceeds from intercompany loans	29.2			—			—			(29.2		)	—
Net cash (used) provided by investing activities	(408.4		)	(0.1		)	(31.1		)	474.0			34.4

Cash flow from financing activities
Dividends paid	(7.7		)	—			—			—			(7.7		)
Debt issuance costs	(39.4		)	—			—			—			(39.4		)
Revolving debt borrowings (repayments), net	110.0			—			(60.0		)	—			50.0
Other debt borrowings	660.0			—			65.9			—			725.9
Other debt repayments	(284.9		)	(0.3		)	(52.5		)	—			(337.7		)
Distribution to noncontrolling interest holders	—			—			(377.2		)	—			(377.2		)
Repurchase of common shares	(3.0		)	—			—			—			(3.0		)
Capital contributions received and loans incurred	—			59.0			444.2			(503.2		)	—
Payments on intercompany loans	—			(20.5		)	(8.7		)	29.2			—
Net cash provided (used) by financing activities	435.0			38.2			11.7			(474.0		)	10.9
Effect of exchange rate changes on cash	—			—			(18.7		)	—			(18.7		)
(Decrease) increase in cash, cash equivalents and restricted cash	(41.2		)	0.4			(36.7		)	—			(77.5		)
Less: Cash included in assets held for sale at end of year	—			—			7.3			—			7.3
Cash, cash equivalents and restricted cash at the beginning of the year	58.5			2.3			482.4			—			543.2
Cash, cash equivalents and restricted cash at the end of the year	$	17.3		$	2.7		$	438.4		$	—		$	458.4

Condensed Consolidating Statement of Cash Flows

Year Ended December 31, 2017



	Parent			Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries			Reclassifications/ Eliminations			Consolidated
Net cash (used) provided by operating activities	$	(43.9	)	$	(41.6	)	$	122.6		$	—		$	37.1

Cash flow from investing activities
Capital expenditures	(13.0		)	(0.1		)	(56.3		)	—			(69.4		)
Payments for acquisitions, net of cash acquired	—			—			(5.6		)	—			(5.6		)
Proceeds from maturities of investments	—			—			296.2			—			296.2
Payments for purchases of investments	(14.0		)	—			(315.8		)	—			(329.8		)
Proceeds from divestitures and the sale of assets	4.6			—			16.3			—			20.9
(Decrease) increase in certain other assets	(43.0		)	11.8			(1.9		)	—			(33.1		)
Capital contributions and loans paid	(114.5		)	—			—			114.5			—
Proceeds from intercompany loans	210.7			—			—			(210.7		)	—
Net cash provided (used) by investing activities	30.8			11.7			(67.1		)	(96.2		)	(120.8		)

Cash flow from financing activities
Dividends paid	(30.6		)	—			—			—			(30.6		)
Debt issuance costs	(1.1		)	—			—			—			(1.1		)
Revolving debt borrowings, net	—			—			75.0			—			75.0
Other debt borrowings	323.3			—			50.8			—			374.1
Other debt repayments	(354.2		)	(1.2		)	(103.4		)	—			(458.8		)
Distribution to noncontrolling interest holders	—			—			(17.6		)	—			(17.6		)
Issuance of common shares	0.3			—			—			—			0.3
Repurchase of common shares	(5.0		)	—			—			—			(5.0		)
Capital contributions received and loans incurred	—			67.1			47.4			(114.5		)	—
Payments on intercompany loans	—			(36.0		)	(174.7		)	210.7			—
Net cash (used) provided by financing activities	(67.3		)	29.9			(122.5		)	96.2			(63.7		)
Effect of exchange rate changes on cash	—			—			37.9			—			37.9
Decrease in cash, cash equivalents and restricted cash	(80.4		)	—			(29.1		)	—			(109.5		)
Cash, cash equivalents and restricted cash at the beginning of the year	138.9			2.3			511.5			—			652.7
Cash, cash equivalents and restricted cash at the end of the year	$	58.5		$	2.3		$	482.4		$	—		$	543.2

Condensed Consolidating Statement of Cash Flows

Year Ended December 31, 2016



	Parent			Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries			Reclassifications/ Eliminations			Consolidated
Net cash (used) provided by operating activities	$	(146.4	)	$	(43.2	)	$	232.1		$	(13.8	)	$	28.7

Cash flow from investing activities
Capital expenditures	(9.2		)	(1.0		)	(29.3		)	—			(39.5		)
Payments for acquisitions, net of cash acquired	(995.2		)	—			110.6			—			(884.6		)
Proceeds from maturities of investments	(1.9		)	—			226.9			—			225.0
Payments for purchases of investments	—			—			(243.5		)	—			(243.5		)
Proceeds from divestitures and the sale of assets	—			—			31.3			—			31.3
Increase (decrease) in certain other assets	0.5			(6.8		)	(21.9		)	—			(28.2		)
Proceeds from sale of foreign currency option and forward contracts, net	16.2			—			—			—			16.2
Capital contributions and loans paid	(270.2		)	—			(1,119.3		)	1,389.5			—
Proceeds from intercompany loans	106.4			—			—			(106.4		)	—
Net cash (used) provided by investing activities - continuing operations	(1,153.4		)	(7.8		)	(1,045.2		)	1,283.1			(923.3		)
Net cash provided by investing activities - discontinued operations	361.9			—			—			—			361.9
Net cash (used) provided 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 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		)
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 by (used in) financing activities	1,058.0			45.4			1,047.2			(1,269.3		)	881.3
Effect of exchange rate changes on cash	—			—			(8.0		)	—			(8.0		)
Increase (decrease) in cash, cash equivalents and restricted cash	120.1			(5.6		)	226.1			—			340.6
Add: Cash overdraft included in assets held for sale at beginning of year	(1.5		)	—			—			—			(1.5		)
Cash, cash equivalents and restricted cash at the beginning of the year	20.3			7.9			285.4			—			313.6
Cash, cash equivalents and restricted cash at the end of the year	$	138.9		$	2.3		$	511.5		$	—		$	652.7