Supplemental Guarantor Information

The Company issued the 2024 Senior Notes in an offering exempt from the registration requirements of the Securities Act of 1933. The 2024 Senior Notes are and will be guaranteed by certain of the Company's existing and future domestic subsidiaries. In addition, the 2024 Senior Notes are guaranteed by a foreign subsidiary of the Company. The following presents the condensed consolidating financial information separately for:


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


(ii)	Domestic guarantor subsidiaries, on a combined basis, as specified in the indenture governing the Company's obligations under the 2024 Senior Notes;


(iii)	Foreign guarantor subsidiary, as specified in the indenture governing the Company's obligations under the 2024 Senior Notes;


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


(v)	Consolidating entries and eliminations representing adjustments to (a) eliminate intercompany transactions between the Parent Company, the guarantor subsidiaries, the foreign guarantor subsidiary and the non-guarantor subsidiaries, (b) eliminate the investments in its subsidiaries, and (c) record consolidating entries; and


(vi)	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 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.

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 and a wholly-owned foreign subsidiary from its non-guarantor subsidiaries to the foreign guarantor subsidiary as a result of changes included in the Sixth Amendment.

Condensed Consolidating Balance Sheet

As of March 31, 2019



	Parent			Domestic Guarantor Subsidiaries			Foreign Guarantor Subsidiary		Non- Guarantor Subsidiaries		Consolidating Entries and Eliminations			Consolidated
ASSETS
Current assets
Cash, cash equivalents and restricted cash	$	14.1		$	3.0		$	—	$	360.8	$	—		$	377.9
Short-term investments	—			—			—		31.5		—			31.5
Trade receivables, net	117.2			—			—		580.5		—			697.7
Intercompany receivables	660.3			589.3			—		724.4		(1,974.0		)	—
Inventories	161.7			—			—		505.4		(4.1		)	663.0
Prepaid, income taxes and other current assets	32.8			12.6			—		334.0		(12.2		)	367.2
Total current assets	986.1			604.9			—		2,536.6		(1,990.3		)	2,137.3
Securities and other investments	18.7			—			—		—		—			18.7
Property, plant and equipment, net	75.5			0.7			—		218.3		—			294.5
Goodwill	55.5			—			—		758.1		—			813.6
Deferred income taxes	106.5			6.2			—		95.7		—			208.4
Intangible assets, net	28.9			—			—		559.9		—			588.8
Investment in subsidiary	1,738.7			(1.6		)	419.7		—		(2,156.8		)	—
Long-term intercompany receivables	617.9			—			—		—		(617.9		)	—
Other assets	53.5			0.3			—		212.2		—			266.0
Total assets	$	3,681.3		$	610.5		$	419.7	$	4,380.8	$	(4,765.0	)	$	4,327.3

LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Current liabilities
Notes payable	$	26.9		$	—		$	—	$	20.3	$	—		$	47.2
Accounts payable	79.6			0.1			—		412.1		—			491.8
Intercompany payable	1,192.2			59.8			122.5		599.5		(1,974.0		)	—
Deferred revenue	124.6			—			—		318.6		—			443.2
Payroll and other benefits liabilities	25.0			0.5			—		141.7		—			167.2
Other current liabilities	151.6			0.1			—		365.6		(12.2		)	505.1
Total current liabilities	1,599.9			60.5			122.5		1,857.8		(1,986.2		)	1,654.5
Long-term debt	2,164.5			—			—		26.7		—			2,191.2
Long-term intercompany payable	—			—			—		617.9		(617.9		)	—
Other long-term liabilities	218.3			—			—		438.2		—			656.5
Commitments and contingencies														—
Redeemable noncontrolling interests	—			—			—		99.8		—			99.8
Total Diebold Nixdorf, Incorporated shareholders' equity	(301.4		)	550.0			297.2		1,313.7		(2,160.9		)	(301.4		)
Noncontrolling interests	—			—			—		26.7		—			26.7
Total liabilities, redeemable noncontrolling interests and equity	$	3,681.3		$	610.5		$	419.7	$	4,380.8	$	(4,765.0	)	$	4,327.3

Condensed Consolidating Balance Sheet

As of December 31, 2018



	Parent			Domestic Guarantor Subsidiaries			Foreign Guarantor Subsidiary		Non- Guarantor Subsidiaries		Consolidating Entries and 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			—		536.5		(1,348.1		)	—
Inventories	164.8			—			—		447.5		(2.2		)	610.1
Prepaid, income taxes and other current assets	36.8			12.7			—		340.5		(25.8		)	364.2
Total current assets	529.9			621.8			—		2,427.8		(1,376.1		)	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 subsidiary	2,702.1			(0.6		)	1,129.0		—		(3,830.5		)	—
Other assets	30.2			0.4			—		69.3		(13.5		)	86.4
Total assets	$	3,590.3		$	628.6		$	1,129.0	$	4,184.1	$	(5,220.1	)	$	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			120.1		136.4		(1,348.1		)	—
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			120.1		1,351.7		(1,369.3		)	1,568.4
Long-term debt	2,172.5			—			—		17.5		—			2,190.0
Other long-term liabilities	202.1			—			—		398.6		(18.0		)	582.7
Redeemable noncontrolling interests	—			—			—		130.4		—			130.4
Total Diebold Nixdorf, Incorporated shareholders' equity	(186.4		)	564.8			1,008.9		2,259.1		(3,832.8		)	(186.4		)
Noncontrolling interests	—			—			—		26.8		—			26.8
Total liabilities, redeemable noncontrolling interests and equity	$	3,590.3		$	628.6		$	1,129.0	$	4,184.1	$	(5,220.1	)	$	4,311.9

Condensed Consolidating Statement of Operations and Comprehensive Income (Loss)

Three Months Ended March 31, 2019



	Parent			Domestic Guarantor Subsidiaries			Foreign Guarantor Subsidiary			Non- Guarantor Subsidiaries			Consolidating Entries and Eliminations			Consolidated

Net sales	$	295.5		$	0.1		$	—		$	851.3		$	(118.8	)	$	1,028.1
Cost of sales	243.0			0.2			—			650.9			(110.1		)	784.0
Gross profit (loss)	52.5			(0.1		)	—			200.4			(8.7		)	244.1
Selling and administrative expense	84.0			1.1			—			143.2			—			228.3
Research, development and engineering expense	1.2			8.8			—			31.5			(4.6		)	36.9
Loss on sale of assets, net	—			—			—			3.4			—			3.4
	85.2			9.9			—			178.1			(4.6		)	268.6
Operating (loss) income	(32.7		)	(10.0		)	—			22.3			(4.1		)	(24.5		)
Other income (expense)
Interest income	0.9			—			—			2.0			—			2.9
Interest expense	(47.5		)	—			—			(3.4		)	—			(50.9		)
Foreign exchange (loss) gain, net	(1.4		)	—			—			4.2			—			2.8
Miscellaneous, net	12.6			0.3			(1.7		)	(9.8		)	(2.8		)	(1.4		)
(Loss) income before taxes	(68.1		)	(9.7		)	(1.7		)	15.3			(6.9		)	(71.1		)
Income tax expense	41.0			(6.4		)	0.7			25.1			—			60.4
Equity in earnings of subsidiaries	(23.6		)	(1.0		)	19.8			(0.4		)	4.8			(0.4		)
Net (loss) income	(132.7		)	(4.3		)	17.4			(10.2		)	(2.1		)	(131.9		)
Net income attributable to noncontrolling interests	—			—			—			0.8			—			0.8
Net (loss) income attributable to Diebold Nixdorf, Incorporated	$	(132.7	)	$	(4.3	)	$	17.4		$	(11.0	)	$	(2.1	)	$	(132.7	)
Comprehensive (loss) income	$	(133.8	)	$	(4.3	)	$	19.5		$	(40.6	)	$	28.9		$	(130.3	)
Less: comprehensive income attributable to noncontrolling interests	—			—			—			3.5			—			3.5
Comprehensive (loss) income attributable to Diebold Nixdorf, Incorporated	$	(133.8	)	$	(4.3	)	$	19.5		$	(44.1	)	$	28.9		$	(133.8	)

Condensed Consolidating Statement of Operations and Comprehensive Income (Loss)

Three Months Ended March 31, 2018



	Parent			Domestic Guarantor Subsidiaries			Foreign Guarantor Subsidiary			Non- Guarantor Subsidiaries			Consolidating Entries and Eliminations			Consolidated

Net sales	$	252.5		$	0.2		$	—		$	864.6		$	(53.1	)	$	1,064.2
Cost of sales	208.9			0.4			—			658.4			(41.9		)	825.8
Gross profit (loss)	43.6			(0.2		)	—			206.2			(11.2		)	238.4
Selling and administrative expense	75.7			1.2			0.2			150.8			—			227.9
Research, development and engineering expense	0.7			11.3			—			35.3			(5.6		)	41.7
Gain on sale of assets, net	(4.4		)	—			—			(3.3		)	—			(7.7		)
	72.0			12.5			0.2			182.8			(5.6		)	261.9
Operating (loss) income	(28.4		)	(12.7		)	(0.2		)	23.4			(5.6		)	(23.5		)
Other income (expense)
Interest income	0.2			—			—			3.3			—			3.5
Interest expense	(24.8		)	—			—			(1.2		)	—			(26.0		)
Foreign exchange (loss) gain, net	(3.0		)	—			—			1.6			—			(1.4		)
Miscellaneous, net	(1.3		)	1.5			(0.9		)	0.6			—			(0.1		)
Loss before taxes	(57.3		)	(11.2		)	(1.1		)	27.7			(5.6		)	(47.5		)
Income tax expense	(28.6		)	(20.6		)	1.9			66.5			—			19.2
Equity in earnings of subsidiaries	(44.5		)	—			8.7			1.1			35.8			1.1
Net (loss) income	(73.2		)	9.4			5.7			(37.7		)	30.2			(65.6		)
Net income attributable to noncontrolling interests	—			—			—			7.6			—			7.6
Net (loss) income attributable to Diebold Nixdorf, Incorporated	$	(73.2	)	$	9.4		$	5.7		$	(45.3	)	$	30.2		$	(73.2	)
Comprehensive (loss) income	$	(82.4	)	$	9.4		$	5.7		$	(7.6	)	$	0.1		$	(74.8	)
Less: comprehensive income attributable to noncontrolling interests	—			—			—			7.6			—			7.6
Comprehensive (loss) income attributable to Diebold Nixdorf, Incorporated	$	(82.4	)	$	9.4		$	5.7		$	(15.2	)	$	0.1		$	(82.4	)

Condensed Consolidating Statement of Cash Flows

Three Months Ended March 31, 2019



	Parent			Domestic Guarantor Subsidiaries			Foreign Guarantor Subsidiary		Non- Guarantor Subsidiaries			Consolidating Entries and Eliminations			Consolidated
Net cash provided (used) by operating activities	$	15.3		$	(12.5	)	$	—	$	(59.9	)	$	—		$	(57.1	)

Cash flow from investing activities
Capital expenditures	(1.1		)	—			—		(13.6		)	—			(14.7		)
Proceeds from maturities of investments	2.0			—			—		50.7			—			52.7
Payments for purchases of investments	—			—			—		(48.3		)	—			(48.3		)
Proceeds from sale of assets	—			—			—		4.2			—			4.2
Increase in certain other assets	(1.6		)	—			—		(3.8		)	—			(5.4		)
Capital contributions and loans paid	(16.5		)	—			—		—			16.5			—
Proceeds from intercompany loans	6.4			—			—		—			(6.4		)	—
Net cash provided (used) by investing activities	(10.8		)	—			—		(10.8		)	10.1			(11.5		)

Cash flow from financing activities
Revolving credit facility (repayments) borrowings, net	—			—			—		10.0			—			10.0
Other debt borrowings	—			—			—		5.0			—			5.0
Other debt repayments	(6.6		)	—			—		(10.2		)	—			(16.8		)
Distributions and payments to noncontrolling interest holders	—			—			—		(11.0		)	—			(11.0		)
Repurchase of common shares	(1.1		)	—			—		—			—			(1.1		)
Capital contributions received and loans incurred	—			16.1			—		0.4			(16.5		)	—
Payments on intercompany loans	—			(3.3		)	—		(3.1		)	6.4			—
Net cash provided (used) by financing activities	(7.7		)	12.8			—		(8.9		)	(10.1		)	(13.9		)
Effect of exchange rate changes on cash and cash equivalents	—			—			—		(0.5		)	—			(0.5		)
Increase (decrease) in cash, cash equivalents and restricted cash	(3.2		)	0.3			—		(80.1		)	—			(83.0		)
Add: Cash included in assets held for sale at beginning of period	—			—			—		7.3			—			7.3
Less: Cash included in assets held for sale at end of period	—			—			—		4.8			—			4.8
Cash, cash equivalents and restricted cash at the beginning of the period	17.3			2.7			—		438.4			—			458.4
Cash, cash equivalents and restricted cash at the end of the period	$	14.1		$	3.0		$	—	$	360.8		$	—		$	377.9

Condensed Consolidating Statement of Cash Flows

Three Months Ended March 31, 2018



	Parent			Domestic Guarantor Subsidiaries			Foreign Guarantor Subsidiary			Non- Guarantor Subsidiaries			Consolidating Entries and Eliminations			Consolidated
Net cash used by operating activities	$	(31.8	)	$	(3.0	)	$	(0.2	)	$	(107.3	)	$	—		$	(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			—			(7.4		)	—			(9.1		)
Capital contributions and loans paid	(12.1		)	—			—			—			12.1			—
Proceeds from intercompany loans	9.3			—			—			—			(9.3		)	—
Net cash provided by investing activities	2.0			0.7			—			27.7			2.8			33.2

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, cash equivalents and restricted cash	(51.3		)	0.4			(0.2		)	(127.9		)	—			(179.0		)
Cash, cash equivalents and restricted cash at the beginning of the period	58.5			2.3			0.2			482.2			—			543.2
Cash, cash equivalents and restricted cash at the end of the period	$	7.2		$	2.7		$	—		$	354.3		$	—		$	364.2