10-K405

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 10-K

        [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

            For the fiscal year ended December 31, 2001

OR

        [  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

            For the transition period from .................... to ....................

            Commission file number 1-4879

DIEBOLD, INCORPORATED
(Exact name of Registrant as specified in its charter)

Ohio (State or other jurisdiction of incorporation or organization)	34-0183970 (IRS Employer Identification Number)
5995 Mayfair Road, P.O. Box 3077,
North Canton, Ohio	44720-8077
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (330) 490-4000

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered:
Common Shares $1.25 Par Value	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
     Yes ü No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ü]

State the aggregate market value of the voting stock held by non-affiliates of the Registrant as of March 11, 2002. The aggregate market value was computed by using the closing price on the New York Stock Exchange on March 11, 2002 of $38.94 per share.

Common Shares, Par Value $1.25 Per Share $2,751,676,954

Indicate the number of shares outstanding of each of the Registrant’s classes of common stock, as of the latest practicable date.

Class	Outstanding at March 11, 2002
Common Shares $1.25 Par Value	71,967,126 Shares

TABLE OF CONTENTS

PART I.
	ITEM 1. BUSINESS.
	ITEM 2. PROPERTIES.
	ITEM 3. LEGAL PROCEEDINGS.
	ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
	ITEM 4a. EXECUTIVE OFFICERS OF THE REGISTRANT.
PART II.
	ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
	ITEM 6.SELECTED FINANCIAL DATA.
	ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
	ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
	ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
PART III.
	ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
	ITEM 11. EXECUTIVE COMPENSATION.
	ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
	ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
PART IV.
	ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE, AND REPORTS ON FORM 8-K.
	ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE, AND REPORTS ON FORM 8-K.
EX.10.17(V)--Fourth Amendment to Loan Agreement
EX.21--List of Subsidiaries
EX.23--Consent of Independent Auditors
EX.24--Power of Attorney

DOCUMENTS INCORPORATED BY REFERENCE

(1) PROXY STATEMENT FOR 2002 ANNUAL MEETING
OF SHAREHOLDERS TO BE HELD APRIL 25, 2002

			PART OF 10-K
			INTO WHICH
CAPTION OR HEADING	PAGE NO.		INCORPORATED	ITEM NO.
Information about Nominees for Election as Directors		3-8	III		10
Executive Compensation		9-17	III		11
Annual Meeting of Shareholders;
Security Ownership of Directors and Management		2-7	III		12
Compensation Committee Interlocks and Insider Participation		8	III		13

2

PART I.

ITEM 1. BUSINESS.
     (Dollars in thousands)

(a)  General Development

     The Company was incorporated under the laws of the State of Ohio in August, 1876, succeeding a proprietorship established in 1859 and is engaged primarily in the sale, manufacture, installation and service of automated self-service transaction systems, electronic and physical security products, software and integrated systems. On October 25, 2001, the Company acquired select properties and operations of Mosler Inc. in the United States and Canada, including the physical and electronic security assets, currency processing equipment, certain service and support activities, and related properties. The acquisition was completed for approximately $33,382 including legal and professional fees. Goodwill acquired in the transaction amounted to $14,151, which will not be amortized. However, it will be analyzed periodically for impairment due to the adoption of Statement of Financial Accounting Standards (SFAS) No. 142. The results of the acquisition, which were included in the 2001 year-end Consolidated Financial Statements were not material.

(b)  Financial Information about Operating Segments

     The Company has defined its operating segments into its three main sales channels: Diebold North America (DNA), Diebold International (DI) and a group of smaller sales channels which are combined in a category called Other. The DNA segment sells financial and retail systems, and also services financial, retail and medical systems in the United States and Canada. The DI segment sells and services financial and retail systems over the remainder of the globe. The segment called Other, sells miscellaneous parts and products to other customers. A reconciliation of segment customer revenues to Consolidated Net Sales and of segment operating contribution to Consolidated Operating Profit is contained in Note 16 to the Consolidated Financial Statements.

(c)  Description of Business

     The Company develops, manufactures, sells and services self-service transaction systems, electronic and physical security systems, various products used to equip bank facilities, software and integrated systems for global financial and commercial markets. Sales of systems and equipment are made directly to customers by the Company’s sales personnel and by manufacturer’s representatives and distributors. The sales/support organization works closely with customers and their consultants to analyze and fulfill the customers’ needs. Products are sold under contract for future delivery at agreed upon prices. In 2001, 2000, and 1999 the Company’s sales and services of financial systems and equipment, and security solutions accounted for more than 90 percent of consolidated net sales.

     The principal raw materials used by the Company are steel, copper, brass, lumber and plastics which are purchased from various major suppliers. Electronic parts and components are also procured from various suppliers. These materials and components are generally available in quantity at this time.

     The Company had no customers in 2001, 2000 and 1999 that accounted for more than 10 percent of total net sales.

3

ITEM 1. BUSINESS. — (continued)

     The Company’s operating results and the amount and timing of revenue are affected by numerous factors including production schedules, customer priorities, sales volume, and sales mix. During the past several years, the Company has dramatically changed the focus of its self-service business to that of a total solutions approach. The value of unfilled orders is not as meaningful an indicator of future revenues due to the significant portion of revenues derived from the Company’s growing service-based business, for which order information is not available. Therefore, the Company believes that backlog information is not material to an understanding of its business and does not disclose backlog information.

     All phases of the Company’s business are highly competitive; some products being in competition directly with similar products and others competing with alternative products having similar uses or producing similar results. The Company believes, based upon outside independent industry surveys, that it is a leading manufacturer of self service systems in the United States and is also a market leader internationally. In the area of automated transaction systems, the Company competes primarily with NCR Corporation, Triton, Wincor-Nixdorf, Dassault, Fujitsu, Itautec and Tidel. In serving the security products market for the financial services industry, the Company competes primarily with ADP. Of these, some compete in only one or two product lines, while others sell a broader spectrum of products competing with the Company. However, the unavailability of comparative sales information and the large variety of individual products make it impossible to give reasonable estimates of the Company’s competitive ranking in or share of the market in its security product fields of activity. Many smaller manufacturers of safes, surveillance cameras, alarm systems and remote drive-up equipment are found in the market.

     The Company owns both United States and foreign patents, trademarks and licenses relating to certain of its products. While the Company regards these as items of importance, it does not deem its business as a whole, or any industry segment, to be materially dependent upon any one item or group of items.

     The Company charged to expense $59,612 in 2001, $55,351 in 2000, and $50,507 in 1999 for research, development and engineering costs.

     Compliance by the Company with federal, state and local environmental protection laws during 2001 had no material effect upon capital expenditures, earnings or the competitive position of the Company and its subsidiaries.

     The total number of employees employed by the Company at December 31, 2001 was 12,674 compared with 12,544 at the end of the preceding year.

(d)  Financial Information about International and U.S.
     Operations and Export Sales

     Sales to customers outside the United States as a percent of total consolidated net sales was $761,352 or 43.3 percent in 2001, $750,970 or 43.1 percent in 2000, and $320,161 or 25.4 percent in 1999.

     The Company’s non-U.S. operations are subject to normal international business risks not generally applicable to domestic business. These risks include currency fluctuation, new and different legal and regulatory requirements in local jurisdictions, political and economic changes and disruptions, tariffs or other barriers, potentially adverse tax consequences and difficulties in staffing and managing foreign operations.

4

ITEM 2. PROPERTIES.

     The Company’s corporate offices are located in North Canton, Ohio. It owns manufacturing facilities in Canton and Newark, Ohio; Lynchburg and Danville, Virginia; and Sumter, South Carolina, and leases a manufacturing facility in Rancho Dominguez, California. The Company also has manufacturing facilities in Argentina, Belgium, Brazil, China, France, India, and Mexico. The Company has selling, service and administrative offices in the following locations: throughout the United States, and in Argentina, Australia, Austria, Belgium, Brazil, China, Colombia, Denmark, Estonia, France, Germany, Hong Kong, Hungary, Indonesia, Paraguay, Portugal, Poland, Romania, Russia, Singapore, South Africa, Spain, Taiwan, Thailand, Turkey, the United Arab Emirates, the United Kingdom, and Uruguay. A majority of the selling, service and administrative offices are operating leases. The Company owns an office facility in Hamilton, Ohio. The Company considers that its properties are generally in good condition, are well maintained, and are generally suitable and adequate to carry on the Company’s business.

ITEM 3. LEGAL PROCEEDINGS.
     (Dollars in thousands)

     At December 31, 2001, the Company was a party to several lawsuits that were incurred in the normal course of business, none of which individually or in the aggregate is considered material by management in relation to the Company’s financial position or results of operations. While in management’s opinion the financial statements would not be materially affected by the outcome of any present legal proceedings, commitments, or asserted claims, management is aware of a potential claim by the Internal Revenue Service concerning the deductibility of interest related to loans from the Company’s corporate-owned life insurance (COLI) programs.

This claim represents an exposure for additional taxes of approximately $17,600, excluding interest. Management is aware that both the U.S. Tax Court and the United States District Court for the District of Delaware have recently reached decisions disallowing the deduction of interest on COLI loans of two similarly situated companies.

Notwithstanding these adverse court decisions, management believes that the Company’s facts and circumstances are different from the above referenced court cases. The Company has made no provision for any possible earnings impact from this matter because it believes it has a meritorious position and will vigorously contest the IRS’ claim. In the event the resolution of this matter is unfavorable, it may have a material adverse effect on the Company’s result of operations for the period in which such unfavorable resolution occurs.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     No matters were submitted to a vote of security holders during the fourth quarter of 2001.

ITEM 4a. EXECUTIVE OFFICERS OF THE REGISTRANT.

     Refer to pages 6 through 9.

5

EXECUTIVE OFFICERS OF THE REGISTRANT

				Other Positions
			Year Elected	Held Last
Name	Age	Title	Present Office	Five Years
				1999-2000
Walden W. O’Dell	56	Chairman of the Board, President and Chief Executive Officer	2000	President and Chief Executive Officer and Director
				1999
				Group Vice President, Tool Group and President of Ridge Tool Division — Emerson
				1991-1999
				President — Liebert Corporation, a subsidiary of Emerson
Wesley B. Vance	44	Chief Operating Officer	2001	2000 -2001
				President, North America
				1999-2000
				Senior Vice President, ArvinMeritor and President – Worldwide Exhaust Group, ArvinMeritor
				1997-1999
				Managing Director – Arvin Exhaust, Europe and Asia, Arvin Industries, Inc.
				1995-1997
				Vice President, Business Development and General Manager – Arvin Ride Control Emerging Markets, Arvin Industries, Inc.
				1999-2000
Gregory T. Geswein	46	Senior Vice President and Chief Financial Officer	2000	Senior Vice President and Chief Financial Officer – Pioneer-Standard Electronics, Incorporated
				1985-1999
				Vice President and Corporate Controller – Mead Corporation

6

EXECUTIVE OFFICERS OF THE REGISTRANT — (continued)

						Other Positions
				Year Elected		Held Last
Name	Age		Title	Present Office		Five Years
Thomas W. Swidarski		42	Vice President, Strategic Development & Global Marketing		2001	1999-2001 Vice President-Global Marketing
						1998-1999
						Senior Director-World Wide Marketing
						1996-1998
						Director-Industry Marketing
Michael J. Hillock		50	President, International		2001	1999-2001
						Senior Vice President, ISS
						1997-1999
						Group Vice President, ISS
						1993-1997
						Vice President and General Manager, Sales and Service, Europe, Middle East and Africa
						1999-2001
David Bucci		50	Senior Vice President, Customer Solutions		2001	Senior Vice President, North America
						1997-1999
						Group Vice President, NASS
						1993-1996
						Vice President, NASS
						1999-2001
Charles J. Bechtel		56	Group Vice President and Chief Information Officer		2001	Group Vice President, Global Services 1998-1999
						Vice President, Global Support Services
						1997-1998
						Vice President, Information Systems
						1990-1997
						Vice President, Marketing and Sales Operations

7

EXECUTIVE OFFICERS OF THE REGISTRANT — (continued)

				Other Positions
			Year Elected	Held Last
Name	Age	Title	Present Office	Five Years
				1996-98
James L.M. Chen	41	Vice President and Managing Director, Asia-Pacific	1998	Philips Electronics China B.V. General Manager, Business Electronics
				1994-96
				AT&T China Company Limited, Managing Director, Global Information Solutions, China
Warren W. Dettinger	48	Vice President, General Counsel and Assistant Secretary	1989	—
				1996-97
Reinoud G. J. Drenth	38	Vice President and Managing Director, Europe Middle East, and Africa	1997	Vice President Worldwide Marketing - - Diebold
				1987-96
				NCR Corporation
				1990-1999
Donald E. Eagon, Jr.	59	Vice President, Global Communications and Investor Relations	1999	Vice President Corporate Communications
Charee Francis-Vogelsang	55	Vice President and Secretary	1983	—
				1993-2001
Larry D. Ingram	55	Vice President, Global Procurement	2001	Vice President, Procurement and Services

8

EXECUTIVE OFFICERS OF THE REGISTRANT — (continued)

				Other Positions
			Year Elected	Held Last
Name	Age	Title	Present Office	Five Years
				1999-2001
Dennis M. Moriarty	49	Vice President, Customer Satisfaction	2001	Vice President North America
				1996-1999
				Division Vice President,
				NASS, Eastern Division
				1993-1996
				Area General Manager - -Pitney Bowes Mailing Systems
				1999-2001
Anthony J. Rusciano	61	Vice President, National Accounts	2001	Vice President, North America
				1993-1999
				Division Vice President, NASS, Major Accounts Division
Charles B. Scheurer	60	Vice President, Human Resources	1991	—
				1984-97
Ernesto R. Unanue	60	Vice President and Managing Director, Latin America	1997	Vice President of Sales, Caribbean and South American Division
Robert J. Warren	55	Vice President and Treasurer	1990	—

There is no family relationship, either by blood, marriage or adoption, between any of the executive officers of the Registrant.

9

PART II.

ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY AND
               RELATED STOCKHOLDER MATTERS.
                (Dollars in thousands, except per share amounts)

     The Common Shares of the Company are listed on the New York Stock Exchange with a symbol of DBD. The price ranges of Common Shares for the Company are as follows:

	2001				2000				1999
	High		Low		High		Low		High		Low
1st Quarter	$	36.37	$	25.75	$	28.50	$	21.50	$	39.88	$	22.06
2nd Quarter		33.20		25.91		32.87		25.37		30.69		20.75
3rd Quarter		40.50		29.00		31.94		24.00		30.38		22.69
4th Quarter		41.50		34.52		34.75		22.94		27.63		19.69
Full Year	$	41.50	$	25.75	$	34.75	$	21.50	$	39.88	$	19.69

     There were 82,001 shareholders at December 31, 2001, which includes an estimated number of shareholders who have shares held for their accounts by banks, brokers, trustees for benefit plans and the agent for the dividend reinvestment plan.

     On the basis of amounts paid and declared the annualized quarterly dividends per share were $0.64 in 2001, $0.62 in 2000, and $0.60 in 1999.

     In September of 2001, the Company repurchased 255,600 shares of stock on the open market for $8,671.

     On October 15, 1999, 230,015 Common Shares were issued from treasury for the acquisition of Nexus Software, Inc. The fair market value of the shares on the date of issue was $7,023; these shares are considered unregistered.

ITEM 6. SELECTED FINANCIAL DATA.
                (Dollars in thousands, except per share amounts)

	2001		2000		1999		1998		1997
Net Sales	$	1,760,297	$	1,743,608	$	1,259,177	$	1,185,707	$	1,226,936
Net Income		66,893		136,919		128,856		76,148		122,516
Basic earnings per share		0.94		1.92		1.86		1.10		1.78
Diluted earnings per share		0.93		1.92		1.85		1.10		1.76
Total Assets		1,651,913		1,585,427		1,298,831		1,004,188		991,050
Cash dividends paid per Common Share		0.64		0.62		0.60		0.56		0.50

10

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                AND RESULTS OF OPERATIONS
                (Dollars in thousands)

MANAGEMENT’S ANALYSIS OF RESULTS OF OPERATIONS
The table below presents the changes in comparative financial data from 1999 to 2001. Comments on significant year-to-year fluctuations follow the table.

		2001									2000												1999
					Percentage			Percentage						Percentage			Percentage						Percentage
					of Net			Increase						of Net			Increase						of Net
		Amount			Sales			(Decrease)			Amount			Sales			(Decrease)			Amount			Sales
Net sales
	Products	$	924,623			52.5			(4.7	)	$	969,899			55.6			43.9		$	673,836			53.5
	Services		835,674			47.5			8.0			773,709			44.4			32.2			585,341			46.5
			1,760,297			100.0			1.0			1,743,608			100.0			38.5			1,259,177			100.0
Cost of sales
	Products		590,248			63.8			(3.1	)		609,256			62.8			62.8			374,252			55.5
	Special charges		31,403			—			—			—			—			—			—			—
	Services		614,581			73.5			7.8			570,213			73.7			33.2			428,113			73.1
			1,236,232			70.2			4.8			1,179,469			67.6			47.0			802,365			63.7
Gross profit			524,065			29.8			(7.1	)		564,139			32.4			23.5			456,812			36.3
Selling and administrative expense			283,275			16.1			1.2			279,833			16.0			26.4			221,393			17.6
Research, development and engineering expense			59,612			3.4			7.7			55,351			3.2			9.6			50,507			4.0
In-process research and development			—			—			—			—			—			(100.0	)		2,050			0.2
Realignment charges			42,269			2.4			—			—			—			—			(3,261	)		(0.3	)
			385,156			21.9			14.9			335,184			19.2			23.8			270,689			21.5
Operating profit			138,909			7.9			(39.3	)		228,955			13.1			23.0			186,123			14.8
Other income (expense) net			(34,173	)		(1.9	)		58.5			(21,558	)		(1.2	)		(231.6	)		16,384			1.3
Minority interest			(4,897	)		(0.3	)		61.1			(3,040	)		(0.2	)		160.1			(1,169	)		(0.1	)
Income before taxes			99,839			5.7			(51.1	)		204,357			11.7			1.5			201,338			16.0
Taxes on income			32,946			1.9			(51.1	)		67,438			3.9			(7.0	)		72,482			5.8
Net income		$	66,893			3.8			(51.1	)	$	136,919			7.9			6.3		$	128,856			10.2

11

ACQUISITIONS

On October 25, 2001, the Company acquired select properties and operations of Mosler, Inc. (Mosler) in the United States and Canada, including the physical and electronic security assets, currency processing equipment, certain service and support activities, and related properties. The acquisition was completed for approximately $33,382 including legal and professional fees. Goodwill acquired in the transaction amounted to $14,151, which will not be amortized. However, it will be analyzed periodically for impairment due to the adoption of Statement of Financial Accounting Standards (SFAS) No. 142. The results of the acquisition, which were included in the 2001 year-end Consolidated Financial Statements, were not material.

On April 17, 2000, the Company announced the completion of its acquisition of the financial self-service assets and related development activities of European-based Groupe Bull and Getronics NV. The businesses acquired include ATMs, cash dispensers, other self-service terminals and related services primarily for the global banking industry. The acquisition was completed for approximately $147,600. Goodwill that was acquired in the transaction amounted to $141,641and was being amortized over a 20-year life. It will no longer be amortized effective January 1, 2002 due to the adoption of SFAS No. 142. The reported revenue from the acquisition was $148,785 for the period of April 17, 2000 through December 31, 2000.

In 1999, the Company made several strategic acquisitions to enhance its globalization strategy. On October 21, 1999, the Company acquired Procomp Amazônia Indústria Eletronica, S.A. (Procomp), a Brazilian manufacturer and marketer of innovative technical solutions, including ATMs, personal computers, servers, software, professional services and retail and banking automation equipment. The acquisition was purchased with a combination of cash and stock for $222,310. The value of the shares issued was $41,953. Prior to the acquisition, Procomp was a major distributor for the Company in Latin America. Goodwill acquired in the transaction amounted to $135,219, which was being amortized over 17 years. Again, due to the adoption of SFAS No. 142, amortization will no longer be recognized effective January 1, 2002. Procomp reported revenue of $309,167 and $41,615 for the year ended December 31, 2000 and the period of October 22, 1999 through December 31, 1999, respectively.

All of the acquisitions mentioned above have been accounted for as purchase business combinations. This means the purchase prices have been allocated to assets acquired and liabilities assumed and they are based upon their respective fair values and the excesses have been allocated to goodwill.

REALIGNMENT, SPECIAL AND OTHER CHARGES

During 2001, the Company recognized a pretax charge of $109,893 ($73,628 after tax or $1.03 per diluted shares) for expenses related to a corporate-wide realignment program as well as other charges. Components of the charge were as follows: a special charge of $31,403 for the valuation of inventory resulting from a product rationalization process and rebalancing of the Company’s global manufacturing strategy; realignment charges of $42,269 resulting from staffing reductions, the closing of various facilities, the exit of certain product lines, including the sale of MedSelect and actions taken to further integrate the Company’s European operations; $29,861 in losses incurred in the write-off of the InnoVentry equity investment and related receivables; and $6,360 in other charges, which are included in selling and administrative expense.

The following are explanations of the realignment, special and other charges above:

The staffing reductions resulted in 856 involuntary employee terminations and a voluntary early retirement program involving 153 participants. Severance and other employee costs charged to expense in connection with the program amounted to $13,987 with an additional $7,546 of expense being recognized for the enhanced early retirement benefits. As of December 31, 2001, 837 positions had been eliminated with the majority of the remaining staff reductions to take place in the first quarter of 2002.

The loss incurred in connection with the closing of facilities amounted to $5,346, while the costs associated with the exit of certain product lines including the sale of MedSelect amounted to $10,354. MedSelect, a wholly owned subsidiary, was a supplier of inventory control solutions to the medical industry. The assets of the subsidiary were sold in July 2001 and ancillary product lines were sold in September 2001 to Medecorx, Inc.

Losses incurred due to the write-off of the InnoVentry equity investment amounted to $20,000, which is reflected in investment expense. InnoVentry engaged in the development and deployment of self-service check cashing technology. Due to a depletion of its capital resources, InnoVentry ceased operations in the third quarter of 2001. This prompted the Company to write off its equity investment as well as certain receivables amounting to $9,861 which were included in selling and administrative expense. The remainder of the other charges, totaling $6,360, were principally related to costs associated with bad debt write-offs, loss contingencies and other miscellaneous charges and were included in selling and administrative expenses.

Approximately $82,695 of the $109,893 realignment, special and other charges were of a noncash nature. As of December 31, 2001, $5,450 of accrued expenses remain outstanding with the majority of those expenses expected to be paid in the first quarter of 2002.

12

In December 1999, the 1998 realignment plan concluded and the remaining accrual of $3,261, which primarily represented employee costs that were not utilized, was brought back through income.

Net Sales

Total Revenue by Product/Service Solution

	2001		2000		1999
Self-service solutions hardware	$	697,496	$	642,018	$	504,153
Professional and special services		74,475		78,377		13,328
Maintenance services		652,380		588,911		441,821
Total financial self-service		1,424,351		1,309,306		959,302
Security solutions hardware		150,694		146,766		146,420
Maintenance services		183,294		169,871		143,519
Total security solutions		333,988		316,637		289,939
Total revenue before voting, MedSelect and other		1,758,339		1,625,943		1,249,241
Voting		—		106,535		—
MedSelect and other		1,958		11,130		9,936
Total Revenue	$	1,760,297	$	1,743,608	$	1,259,177

Net sales for 2001 totaled $1,760,297 and were $16,689 higher than net sales for the prior year. Included in the prior year’s net sales, however, was $117,665 in nonrecurring revenue from a Brazilian voting machine order and the MedSelect business (sold in July 2001). After excluding these nonrecurring items from the prior year, net sales for the current year excluding MedSelect would have been higher by $132,397 or 8.1 percent versus the prior year. The increase in net sales resulted from higher financial self-service products sold to international customers, primarily in the Europe, Middle East and Africa (EMEA) segment.

Total product revenue was $924,623, and was $45,276 lower than product revenue for the prior year. Excluding the non-recurring Brazilian voting machine order and MedSelect revenues from the prior year, total product revenue in the current year would have increased by $72,389 or 8.5 percent compared to the prior year. Total service revenue in the current year increased by $61,965 or 8.0 percent versus the prior year. This increase was attributable evenly between strong growth domestically and internationally. The growth internationally was principally in the EMEA market.

Gross profit in the current year was $524,065 and was $40,074 less than the prior year. After excluding the net impact of $31,403 in special charges, total gross profit was lower by $8,671 or 1.5 percent versus the prior year. Current year product gross margin was 36.2 percent compared to 37.2 percent in the prior year. This decrease in gross margin was due to a product mix change and a strong U.S. dollar. Service gross margin in the current year was 26.5 percent and remained flat versus the prior year due to a very competitive global service market.

Total financial self-service revenue in 2001 grew by $115,045 and $465,049 or 8.8 percent and 48.5 percent, respectively, when compared to 2000 and 1999. This growth was a result of the Company’s global acquisition strategy, which was executed in 2000 and 1999.

Revenue Summary by Geographic Segment

	2001		2000		1999
The Americas	$	1,337,694	$	1,407,210	$	1,112,379
Asia-Pacific		110,682		96,666		68,023
Europe, Middle East and Africa		311,921		239,732		78,775
Total Revenue	$	1,760,297	$	1,743,608	$	1,259,177

Revenue for the Americas in 2001 decreased by $69,516 or 4.9 percent compared to 2000 but grew by $225,315 or 20.3 percent when compared to 1999. The majority of the decrease versus 2000 pertains to the nonrecurring voting machine revenue of $106,535 that occurred in 2000 in Brazil. After excluding the nonrecurring voting machine revenue from 2000 revenue for the Americas, revenue would have increased by $37,019 or 2.8 percent in 2001. In 2001, revenue for Asia-Pacific increased by $14,016 and $42,659 or 14.5 percent and 62.7 percent as compared to 2000 and 1999, respectively. Revenue for Europe, Middle East and Africa increased by $72,189 and $233,146 or 30.1 percent and 296.0 percent as compared to 2000 and 1999, respectively. The majority of the increase was due to increased global market share, which was attained in part through the strategic global acquisitions made during 2000 and 1999.

13

OPERATING SEGMENT REVENUE AND OPERATING PROFIT

	DNA		DI		Other			Total
2001 Information by Segment
Customer revenues	$	1,008,500	$	740,699	$	11,128		$	1,760,297
Realignment, special and other charges		19,687		21,847		48,359			89,893
Operating profit		156,377		68,217		(85,685	)		138,909
2000 Information by Segment
Customer revenues	$	1,000,748	$	729,878	$	12,982		$	1,743,608
Operating profit		185,754		67,150		(23,949	)		228,955
1999 Information by Segment
Customer revenues	$	955,622	$	293,316	$	10,239		$	1,259,177
Realignment charges		—		—		(3,261	)		(3,261	)
Operating profit		173,228		54,922		(42,027	)		186,123

Diebold North America (DNA) revenue in 2001 increased $7,752 and $52,878 or 0.8 percent and 5.5 percent over 2000 and 1999, respectively. The increase in service revenue was due primarily to increased market share in a generally weakened U.S. market. Revenue from annual service contracts remained strong domestically. Diebold International (DI) revenue in 2001 increased by $10,791 and $447,353 or 1.5 percent and 152.5 percent over 2000 and 1999, respectively. After excluding the nonrecurring Brazilian voting machine revenue of $106,535 recognized in 2000, DI revenue would have increased $117,326 or 18.8 percent over 2000. The increase was primarily due to increased market share gained through global acquisitions that occurred during 2000 and 1999.

Total operating profits in 2001 decreased by $90,046 and $47,214 or 39.3 percent and 25.4 percent over 2000 and 1999, respectively. After excluding realignment, MedSelect and other charges of $89,893 (the majority of the other charges are reflected in the “Other” segment above), operating profit remained flat when compared to 2000 and increased by $42,679 or 22.9 percent versus 1999. The improvement in operating margins versus 1999 was primarily due to cost structure improvements and efficiencies gained by shifting manufacturing facilities overseas.

Operating Expenses Operating expenses in 2001 expressed as a percentage of sales increased by 2.7 percentage points over 2000 and remained relatively flat over 1999 expenses. Excluding the effect of realignment, MedSelect and other charges of $58,490, operating expenses as a percentage of revenue would have decreased by 0.6 percent and 2.9 percent as compared to 2000 and 1999, respectively. The net decrease in operating expense in the current year was the result of savings realized from the realignment plan and other cost reduction initiatives implemented during 2001.

Other Income, Net and Minority Interest Investment income in 2001 declined by $25,941 and $30,660 or 142.2 percent and 133.5 percent over 2000 and 1999, respectively. The decrease was primarily the result of the write-off of the Company’s investment in InnoVentry in the amount of $20,000 in addition to lower interest rates in 2001.

Interest expense is largely related to interest on borrowings incurred as a result of the acquisitions that were made in 2000 and 1999. Interest expense in 2001 decreased by $5,013 or 28.4 percent over 2000 and increased by $9,057 or 250.8 percent over 1999. The decrease versus 2000 was due to lower rates and the Company paying down net borrowings by $30,186 from a combination of liquidating some investments and free cash flow generated by the operation. Current year miscellaneous expense, net, decreased from 2000 by $8,313 or 37.6 percent and increased by $10,840 or 365.5 percent over 1999. The decrease versus 2000 was primarily the result of a decrease in foreign exchange losses. The increase over 1999 was primarily the result of additional goodwill amortization expense recognized in 2001 pertaining to the acquisitions that occurred during late 1999 and 2000.

Minority interest in 2001 increased by $1,857 and $3,728 or 61.1 percent and 318.9 percent versus 2000 and 1999, respectively. The increases were due to improved results of joint venture operations and an additional joint venture added in 2000 related to the acquisitions occurring during that time. Minority interests for all companies were calculated as a percentage of profits of the joint ventures based on formulas defined in the relevant agreements establishing each venture.

Net Income Net income in the current year was $66,893, which was lower than 2000 by $70,026 or 51.1 percent and 1999 by $61,963 or 48.1 percent. After excluding after-tax charges of $13,400 related to the Company’s investment in InnoVentry and expenses of $60,228 related to realignment, other charges, and the operating loss from MedSelect, net income increased by $3,602 and $11,665 or 2.6 percent and 9.1 percent versus 2000 and 1999, respectively.

The effective tax rate was 33.0 percent in 2001 and 2000 as compared with 36.0 percent in 1999. The lower tax rate in 2001 and 2000 was a result of tax efficiencies gained through international operations and tax-exempt income. The details of the reconciliation between the U.S. statutory rate and Company’s effective tax rate are included in Note 14 of the 2001 Consolidated Financial Statements.

14

MANAGEMENT’S ANALYSIS OF FINANCIAL CONDITION

Total assets were $1,651,913, representing an increase of $66,486 or 4.2 percent over 2000. Trade receivables less allowances increased by $23,630 or 6.5 percent due to increased international sales and the acquisition of the Mosler receivables. The decrease in the trade receivable allowance by $5,039, from $12,093 in 2000 to $7,054 in 2001, was mainly attributable to the reallocation of purchase accounting reserves to other current liabilities. Inventories increased by $30,356 or 14.8 percent, which was driven by higher inventory levels temporarily created with the shift of manufacturing processes overseas in order to meet international demand more efficiently and the acquisition of the Mosler inventory. Inventory turnover has decreased to 5.9 turns at December 31, 2001 from 6.3 turns at December 31, 2000.

Short-term investments and long-term securities and other investments decreased by $67,221 or 36.4 percent over 2000. The decrease was due to the liquidation of certain securities in order to pay down the Company’s debt in addition to the write-off of the Company’s investment in InnoVentry. The Company anticipates being able to meet both short- and long-term operational funding requirements through the use of cash generated from operations. However, certain securities may have to be liquidated in the future for strategic acquisitions. The Company’s securities can be readily converted into cash and cash equivalents if needed.

Prepaid expenses and other current assets increased by $85,905 or 201.1 percent over 2000. The increase was primarily due to an increase in cash inventory maintained in owner-operated retail ATMs of $23,328, value-added tax recoverable of $34,498 and prepaid pension assets of $9,718.

Total property, plant and equipment, net of accumulated depreciation, was $190,198 as of December 31, 2001. Capital expenditures were $68,656 in 2001, compared with $42,694 in 2000. The increase in 2001 capital spending versus 2000 was primarily due to expenditures required to set up sales, service and manufacturing operations internationally.

Net short-term and long-term finance receivables decreased by $77,481 or 59.8 percent over 2000. The decrease was primarily the result of the securitization of certain finance lease receivables that occurred during the first quarter of 2001.

Goodwill decreased by $20,416 or 6.9 percent over 2000 primarily due to unfavorable foreign currency impact, most notably in Brazil with the devaluation of the real.

Other assets increased by $48,266 or 55.9 percent over 2000 due in part to the retained interest in the securitized lease receivables mentioned above and $9,476 in costs incurred to secure service agreements.

Total current liabilities at December 31, 2001 were $658,018, representing an increase of $91,226 or 16.1 percent over the prior year. Accounts payable increased by $32,366 or 29.1 percent due in part to the increase in inventory. Deferred income increased by $21,769 or 36.7 percent due to an increase in deferred revenue resulting from an increase in the customer service base.

At December 31, 2001, the Company had outstanding bank credit lines approximating $118,000, €118,600 (translation $105,109) and 12,900 Australian dollars (translation $6,594), with an additional $131,094 available under these agreements. Also, the Company has an outstanding revolving facility with a bank in place to fund the cash maintained in the Company’s owner-operated retail ATMs in the amount of $23,328, which is included in other current liabilities.

The Company has outstanding $20,800 of Industrial Development Revenue Bonds. The proceeds of the bonds issued in 1997 were used to finance the construction of three manufacturing facilities located in the United States.

The Company’s financial position provides it with sufficient resources to meet projected future capital expenditures, dividend and working capital requirements. However, if the need arises, the Company’s strong financial position should ensure the availability of adequate additional financial resources.

Minority interests of $9,382 represented the minority interest in Diebold Financial Equipment Company, Ltd (China), owned by the Aviation Industries of China and the Industrial and Commercial Bank of China, Shanghai Pudong Branch; in Diebold OLTP Systems, C.A (Venezuela), owned by five individual investors; in Diebold Colombia, owned by Richardson and Company Ltd; and in Diebold Services, S.A. (France), owned by Serse S.A. and Solymatic S.A.

Shareholders’ equity decreased $32,956 or 3.5 percent to $903,110 at December 31, 2001 primarily due to the increase in accumulated other comprehensive loss primarily driven by the devaluation of the Brazilian real. Shareholders’ equity per share was $12.66 at the end of 2001, compared with $13.08 in 2000. The Common Shares of the Company are listed on the New York Stock Exchange with a symbol of DBD. There were approximately 4,024 registered shareholders of record as of December 31, 2001.

The Board of Directors declared a first-quarter 2002 cash dividend of $0.165 per share on all common shares payable Friday, March 8, to shareholders of record at the close of business on Friday, February 15. The cash dividend, which represents $0.66 per share on an annual basis, is an increase of 3.1 percent over the cash dividend paid in 2001, representing the 49th consecutive year that the Company has increased its cash dividend. Comparative quarterly cash dividends paid in 2001, 2000 and 1999 were $0.16, $0.155 and $0.15 per share, respectively.

15

MANAGEMENT’S ANALYSIS OF CASH FLOWS

During 2001, the Company generated $154,356 in cash from operating activities, compared with $146,195 in 2000 and $188,585 in 1999. In addition to net income of $66,893 adjusted for depreciation, amortization and minority interest of $87,210, net cash provided by operating activities in 2001 was positively impacted by the non-cash write-off of the Company’s investment in InnoVentry, the increase in accounts payable, and the increase in certain other assets and liabilities. The major components of the $113,888 increase in other assets and liabilities were as follows: a $26,990 increase in estimated income taxes resulting primarily from timing differences pertaining to realignment, special and other charges; a $21,769 increase in deferred income due to increased market share from the service business; a $23,328 increase in cash inventory maintained in owner-operated retail ATMs; and a $14,152 increase in VAT payable. Expressed as a percentage of total assets employed, the Company’s cash yield from operations was 9.3 percent in 2001, 9.2 percent in 2000 and 14.5 percent in 1999.

The Company returned $45,774 to shareholders in the form of cash dividends paid during 2001, which was a 3.4 percent increase from 2000 and a 9.9 percent increase from 1999. Included in the cash payment of $12,780 for repurchased shares were approximately 255,000 shares of Diebold stock purchased on the open market for $8,671 in September 2001.

OTHER BUSINESS INFORMATION

Subsequent Events On January 22, 2002, the Company announced the acquisition of Global Election Systems, Inc. (GES) a manufacturer of electronic voting terminals. The acquisition was effected in a combination of cash and stock for a total purchase price of $24,225. A cash payment of $4,845 was made in January 2002 with the remaining purchase price consisting of a stock purchase of $19,380. During 2001, the Company entered into a $6,000 convertible bridge loan with GES, which will be converted to an intercompany loan subsequent to the acquisition. Following the acquisition, GES will be a wholly owned subsidiary of the Company and will be known as Diebold Election Systems, Inc.

New Accounting Pronouncements In July 2001, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 141, Business Combinations, and SFAS No. 142, “Goodwill and Other Intangible Assets.” SFAS No. 141 requires that the purchase method of accounting be used for all business combinations initiated after June 30, 2001 as well as all purchase method business combinations completed after June 30, 2001. SFAS No. 142 will require that goodwill and intangible assets with indefinite useful lives no longer be amortized, but instead tested for impairment at least annually in accordance with the provision of SFAS No. 142. The Company was required to adopt the provisions of SFAS No. 141 immediately, and SFAS No. 142 effective January 1, 2002.

As of the date of adoption, the Company’s unamortized goodwill was $275,685, all of which will be subject to the transition provision of SFAS No. 142. The goodwill does not include the results of the acquisition of Global Election Systems, Inc. Amortization expense related to goodwill was $15,906, $8,135 and $3,334 for the years ended December 31, 2001, 2000 and 1999, respectively. The Company is currently in the process of determining the impact of adopting these statements on the Company’s financial statements, including whether any transitional impairment losses will be required to be recognized as the cumulative effect of a change in accounting principle. Because of the extensive effort needed to comply with adopting the new rules, it is not practicable to reasonably estimate the impact of adopting these statements on the Company’s financial statements at the date of this report.

In October 2001, the FASB issued SFAS No. 144, “Accounting for the Impairment of Long-Lived Assets.” This Statement, which supersedes SFAS No. 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of,” provides a single accounting model for long-lived assets to be disposed of. Although retaining many of the fundamental recognition and measurement provisions of SFAS No. 121, the Statement significantly changes the criteria that would have to be met to classify an asset as held-for-sale. This distinction is important because assets held-for-sale are stated at lower of their fair values or carrying amounts and depreciation is no longer recognized. The provisions of this Statement are effective for financial statements issued for fiscal years beginning after December 15, 2001. The Company does not expect this statement to have a material impact on the Company’s consolidated financial position, results of operations or cash flows.

Securitization On March 30, 2001, Diebold Credit Corp (DCC), a wholly owned consolidated subsidiary, entered into an agreement to sell, on an ongoing basis, a pool of its lease receivables to a wholly owned, unconsolidated, qualified, special purpose subsidiary, DCC Funding LLC (DCCF). DCC sold $95,610 of lease receivables on March 30, 2001 to DCCF. Under a 364-day facility agreement, DCCF sold and, subject to certain conditions, may from time to time sell an undivided fractional ownership interest in the pool of receivables to a multi-seller receivables securitization company (Conduit). Upon sale of the receivables to the Conduit, DCCF holds a subordinated interest in the receivables and services, administers and collects the receivables. DCCF and the Conduit have no recourse to DCC’s other assets for failure of debtors to pay when due. Costs associated with the sale of the receivables were $457 as of December 31, 2001.

16

DCC has a retained interest in the transferred receivables in the form of a note receivable from DCCF to the extent that they exceed advances to DCCF by the Conduit. DCC initially and subsequently measures the fair value of the retained interest at management’s best estimate of the expected future cash collections on the transferred receivables. Actual cash collections may differ from these estimates and would directly affect the fair value of the retained interests. The initial transaction on March 31, 2001, resulted in DCC receiving proceeds from the securitization of $71,400. DCC recorded an after-tax gain of $2,300 on the sale of the receivables. Subsequent sales of lease receivables totaling $10,689 have resulted in additional cash proceeds of $8,500 and gains of $869. As of December 31, 2001, the fair value of the retained interest of $21,425 is included in other assets in the consolidated balance sheet.

Derivative instruments and hedging activities In June 1998, the FASB issued SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” which for the Company was effective January 1, 2001. SFAS No. 133 established accounting and reporting standards requiring that every derivative instrument (including certain derivative instruments embedded in other contracts) be recognized on the balance sheet as either an asset or liability measured at its fair value. SFAS No. 133 requires that changes in the derivative instrument’s fair value be recognized currently in earnings unless specific hedge accounting criteria are met. Special accounting for qualifying hedges allows a derivative instrument’s gains and losses to partially or wholly offset related results on the hedged item in the income statement, and requires that a company must formally document, designate and assess the effectiveness of transactions that receive hedge accounting. The cumulative effect of adopting SFAS No. 133 as of January 1, 2001 was not material to the Company’s consolidated financial statements.

Since a substantial portion of the Company’s operations and revenue arise outside of the United States, financial results can be significantly affected by changes in foreign exchange rate movements. The Company’s financial risk management strategy uses forward contracts to hedge certain foreign currency exposures. Such contracts are designated at inception to the related foreign currency exposures being hedged. The Company’s intent is to offset gains and losses that occur on the underlying exposures, with gains and losses on the derivative contracts hedging these exposures. The Company does not enter into any speculative positions with regard to derivative instruments. The Company’s forward contracts generally mature within six months.

The Company records all derivatives on the balance sheet at fair value. For derivative instruments not designated as hedging instruments, changes in their fair values are recognized in earnings in the current period. Results from settling the Company’s forward contracts were not material to the financial statements as of December 31, 2001.

Diebold manages its debt portfolio by using interest rate swaps to achieve an overall desired position of fixed and variable rates. In 2001, the Company entered into the following interest rate swap contracts that remained outstanding at December 31, 2001:

Interest rate swaps relating to debt held by the Company. The swaps convert $50 million notional amount from variable rates to fixed rates. The variable rates for these contacts at December 31, 2001, based on three month LIBOR rates, ranged from 2.01 percent to 2.03 percent versus fixed rates of 4.36 percent and 4.72 percent. These contracts mature throughout 2003.

Based on current interest rates for similar transactions, the fair value of all interest rate swap agreements is not material.

Credit and market risk exposures are limited to the net interest differentials. The net payments or receipts from interest rate swaps are recorded as part of interest expense and are not material.

The company is exposed to credit loss in the event of nonperformance by counterparties on the above instruments, but does not anticipate nonperformance by any of the counterparties.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is exposed to foreign currency exchange rate risk inherent in its international operations denominated in currencies other than the U.S. Dollar. The Company's risk management strategy uses derivative financial instruments such as forwards to hedge certain foreign currency exposures. The intent is to offset gains and losses that occur on the underlying exposures, with gains and losses on the derivative contracts hedging these exposures. The Company does not enter into derivatives for trading purposes.

The Company's foreign operations are also subject to other customary risks of operating in a global environment, such as unstable political situations, the effect of local laws and taxes, tariff increases and regulations and requirements for export licenses, the potential imposition of trade or foreign exchange restrictions and transportation delays.

The Company performed a sensitivity analysis assuming a hypothetical 10% adverse movement in foreign exchange rates applied to the foreign currency forward contracts and underlying exposures described above. As of December 31, 2001, the analysis indicated that these hypothetical market movements would not materially affect the results of operations. Actual gains and losses in the future may differ materially from that analysis based on changes in the timing and amount of foreign currency exchange rate movements and actual exposures and hedges.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Refer to pages 18 through 42.

17

Consolidated Balance Sheets
[dollars in thousands, except per share amounts]

Year ended December 31,			2001			2000
ASSETS
Current assets
	Cash and cash equivalents		$	73,768		$	65,184
	Short-term investments			51,901			61,328
	Trade receivables less allowances of $7,054 for 2001 and $12,093 for 2000			387,201			363,571
	Notes receivable			5,870			13,663
	Inventories			235,923			205,567
	Finance receivables			20,602			35,101
	Deferred income taxes			48,539			17,232
	Prepaid expense and other current assets			128,622			42,717
Total current assets				952,426			804,363
Securities and other investments				65,430			123,224
Property, plant and equipment, at cost				413,053			363,493
	Less accumulated depreciation and amortization			222,855			188,547
				190,198			174,946
Deferred income taxes				2,141			6,044
Finance receivables				31,382			94,364
Goodwill				275,685			296,101
Other assets				134,651			86,385
			$	1,651,913		$	1,585,427
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
	Notes payable		$	229,703		$	263,609
	Accounts payable			143,421			111,055
	Estimated income taxes			32,584			5,594
	Accrued insurance			14,439			13,365
	Deferred income			81,011			59,242
	Other current liabilities			156,860			113,927
Total current liabilities				658,018			566,792
Bonds payable				20,800			20,800
Pensions and other benefits				28,425			28,386
Postretirement and other benefits				32,178			28,123
Minority interest				9,382			5,260
Commitments and contingencies				—			—
Shareholders’ equity
	Preferred Shares, no par value, authorized 1,000,000 shares, none issued			—			—
	Common Shares, par value $1.25,
		Authorized 125,000,000 shares, issued 72,195,600 and 72,019,205 shares, respectively
		Outstanding 71,356,670 and 71,547,232 shares, respectively		90,245			90,024
Additional capital				103,390			98,530
Retained earnings				805,182			784,063
Treasury shares, at cost (838,930 and 471,973 shares, respectively)				(28,724	)		(15,944	)
Accumulated other comprehensive loss				(60,446	)		(12,658	)
Other				(6,537	)		(7,949	)
Total shareholders’ equity				903,110			936,066
			$	1,651,913		$	1,585,427

See accompanying Notes to Consolidated Financial Statements.

18

Consolidated Statements of Income
[dollars in thousands, except per share amounts]

Year ended December 31,		2001			2000			1999
Net sales
	Products	$	924,623		$	969,899		$	673,836
	Services		835,674			773,709			585,341
			1,760,297			1,743,608			1,259,177
Cost of sales
	Products		590,248			609,256			374,252
	Special charges		31,403			—			—
	Services		614,581			570,213			428,113
			1,236,232			1,179,469			802,365
Gross profit			524,065			564,139			456,812
Selling and administrative expense			283,275			279,833			221,393
Research, development and engineering expense			59,612			55,351			50,507
In-process research and development			—			—			2,050
Realignment charges			42,269			—			(3,261	)
			385,156			335,184			270,689
Operating profit			138,909			228,955			186,123
Other income (expense)
	Investment income (expense)		(7,699	)		18,242			22,961
	Interest expense		(12,668	)		(17,681	)		(3,611	)
	Miscellaneous, net		(13,806	)		(22,119	)		(2,966	)
Minority interest			(4,897	)		(3,040	)		(1,169	)
Income before taxes			99,839			204,357			201,338
Taxes on income			32,946			67,438			72,482
Net income		$	66,893		$	136,919		$	128,856
Basic weighted-average number of shares			71,524			71,296			69,359
Diluted weighted-average number of shares			71,783			71,479			69,562
Basic earnings per share		$	0.94		$	1.92		$	1.86
Diluted earnings per share		$	0.93		$	1.92		$	1.85

See accompanying Notes to Consolidated Financial Statements.

19

Consolidated Statements of Shareholders’ Equity
[dollars in thousands]

																Accumulated
	Common Shares															Other
													Compre-			Compre-
													hensive			hensive
					Additional		Retained			Treasury			Income			Income
	Number		Par Value		Capital		Earnings			Shares			(Loss)			(Loss)			Other			Total
Balance, January 1, 1999		69,494,483	$	86,868	$	43,281	$	604,227		$	(21,902	)				$	(12,802	)	$	(549	)	$	699,123
Net income								128,856					$	128,856									128,856
Translation adjustment														9,558									9,558
Pensions														614									614
Unrealized loss on investment securities														(3,235	)								(3,235	)
Other comprehensive income														6,937			6,937
Comprehensive income													$	135,793
Stock options exercised		108,104		134		1,918																	2,052
Unearned compensation		149,799		188		3,933														(3,485	)		636
Performance shares		20,397		26		686																	712
Procomp and Nexus acquisitions		1,710,214		2,138		37,351					9,487												48,976
Dividends declared and paid								(41,668	)														(41,668	)
Treasury shares											(1,229	)											(1,229	)
Balance, December 31, 1999		71,482,997	$	89,354	$	87,169	$	691,415		$	(13,644	)				$	(5,865	)	$	(4,034	)	$	844,395
Net income								136,919					$	136,919									136,919
Translation adjustment														(7,904	)								(7,904	)
Pensions														1,507									1,507
Unrealized loss on investment securities														(396	)								(396	)
Other comprehensive loss														(6,793	)		(6,793	)
Comprehensive income													$	130,126
Stock options exercised		273,238		343		5,444																	5,787
Unearned compensation		247,635		308		5,583														(3,915	)		1,976
Performance shares		15,335		19		334																	353
Dividends declared and paid								(44,271	)														(44,271	)
Treasury shares											(2,300	)											(2,300	)
Balance, December 31, 2000		72,019,205	$	90,024	$	98,530	$	784,063		$	(15,944	)				$	(12,658	)	$	(7,949	)	$	936,066
Net income								66,893					$	66,893									66,893
Translation adjustment														(47,373	)								(47,373	)
Pensions														(1,628	)								(1,628	)
Unrealized gain on investment securities														1,213									1,213
Other comprehensive loss														(47,788	)		(47,788	)
Comprehensive income													$	19,105
Stock options exercised		176,395		221		4,860																	5,081
Unearned compensation																				1,412			1,412
Dividends declared and paid								(45,774	)														(45,774	)
Treasury shares											(12,780	)											(12,780	)
Balance December 31, 2001		72,195,600	$	90,245	$	103,390	$	805,182		$	(28,724	)				$	(60,446	)	$	(6,537	)	$	903,110

See accompanying Notes to Consolidated Financial Statements.

20

Consolidated Statements of Cash Flows
[dollars in thousands]

Year ended December 31,				2001			2000			1999
Cash flow from operating activities:
	Net income			$	66,893		$	136,919		$	128,856
Adjustments to reconcile net income to cash
		provided by operating activities:
	Minority share of income				4,897			3,040			1,169
	Depreciation				45,453			35,901			34,709
	Other charges and amortization				37,385			32,779			17,557
	Deferred income taxes				(27,451	)		15,305			8,505
	Loss on disposal of assets, net				4,031			3,971			5,188
	Loss on sale of investments, net				972			127			257
	Loss on write-off of investment in InnoVentry				20,000			—			—
Cash provided (used) by changes in certain
		assets and liabilities:
	Trade receivables				(18,029	)		(5,628	)		(16,077	)
	Inventories				(27,498	)		(7,003	)		(4,634	)
	Prepaid expenses and other current assets				(91,665	)		(18,933	)		19,821
	Accounts payable				25,480			(20,485	)		(31,048	)
	Certain other assets and liabilities				113,888			(29,798	)		24,282
	Net cash provided by operating activities				154,356			146,195			188,585
Cash flow from investing activities:
	Payments for acquisitions, net of cash acquired				(36,767	)		(143,332	)		(159,026	)
	Proceeds from maturities of investments				96,917			67,617			45,521
	Proceeds from sales of investments				13,457			11,446			60,427
	Payments for purchases of investments				(65,711	)		(35,642	)		(142,169	)
	Capital expenditures				(68,656	)		(42,694	)		(40,341	)
	Increase in net finance receivables				(2,761	)		(26,069	)		(17,967	)
	Increase in certain other assets				(75,010	)		(46,683	)		(28,245	)
	Net cash used by investing activities				(138,531	)		(215,357	)		(281,800	)
Cash flow from financing activities:
	Dividends paid				(45,774	)		(44,271	)		(41,668	)
	Notes payable borrowings				329,080			301,130			117,450
	Notes payable repayments				(359,266	)		(156,321	)		—
	Proceeds from securitization				79,900			—			—
	Distribution of affiliate’s earnings to minority interest holder				(249	)		(590	)		(1,000	)
	Issuance of Common Shares				5,081			7,483			3,908
	Repurchase of Common Shares				(12,780	)		(384	)		(1,229	)
	Other				—			—			513
	Net cash provided (used) by financing activities				(4,008	)		107,047			77,974
Effect of exchange rate changes on cash					(3,233	)		—			—
Increase (decrease) in cash and cash equivalents					8,584			37,885			(15,241	)
Cash and cash equivalents at the beginning of the year					65,184			27,299			42,540
Cash and cash equivalents at the end of the year				$	73,768		$	65,184		$	27,299
Cash paid for:
			Income taxes	$	29,918		$	57,862		$	55,307
			Short-term interest		11,300			14,199			1,427
			Long-term interest		676			877			682
Significant noncash items:
			Share issuance for acquisition of Procomp		—			—		$	41,953
			Share issuance for acquisition of Nexus		—			—			7,023

See accompanying Notes to Consolidated Financial Statements.

21

Notes to Consolidated Financial Statements
[Dollars in thousands, except per share amounts]

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of consolidation

The Consolidated Financial Statements include the accounts of the Company and its wholly and majority-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated.

Statements of Cash Flows

For the purposes of the Consolidated Statements of Cash Flows, the Company considers all highly liquid investments with a maturity of three months or less at the time of purchase to be cash equivalents.

International operations

The Company translates the assets and liabilities of its non-U.S. subsidiaries at the exchange rates in effect at year-end and the results of operations at the average rate throughout the year. The translation adjustments are recorded directly as a separate component of shareholders’ equity, while transaction gains (losses) are included in net income. Sales to customers outside the United States approximated 43.3 percent of net sales in 2001, 43.1 percent in 2000, and 25.4 percent in 1999.

Financial instruments

The carrying amount of financial instruments including cash and cash equivalents, trade receivables and accounts payable approximated fair value as of December 31, 2001 and 2000, because of the relatively short maturity of these instruments.

Trade receivables and revenue recognition

Revenue is generally recognized based on the terms of the sales contract. The majority of sales contracts for products are written with selling terms “F.O.B. factory.” However, certain sales contracts may have other terms such as “F.O.B. destination” or “upon installation.” The Company recognizes revenue on these contracts when the appropriate event has occurred. The equipment that is sold is usually shipped and installed within one year. Installation that extends beyond one year is ordinarily attributable to causes not under the control of the Company. Service revenue is recognized in the period service is performed and subject to the individual terms of the service contract.

The concentration of credit risk in the Company’s trade receivables with respect to the banking and financial services industries is substantially mitigated by the Company’s credit evaluation process, reasonably short collection terms and the geographical dispersion of sales transactions from a large number of individual customers. The Company maintains allowances for potential credit losses, and such losses have been minimal and within management’s expectations.

Inventories

Inventories are valued at the lower of cost or market applied on a first-in, first-out basis. Cost is determined on the basis of actual cost. As the Company launches new products and rationalizes its product offerings, inventory related to discontinued product is written down to salvage value.

Investment securities

Investments in debt and equity securities with readily determinable fair values are accounted for at fair value. The Company’s investment portfolio is classified as available-for-sale.

Depreciation and amortization

Depreciation of property, plant and equipment is computed using the straight-line method for financial statement purposes. Accelerated methods of depreciation are used for federal income tax purposes. Amortization of leasehold improvements is based upon the shorter of original terms of the lease or life of the improvement.

Research development and engineering

Total research and development costs charged to expense were $59,612, $55,351 and $50,507 in 2001, 2000 and 1999, respectively.

22

In-process research and development

Associated with the acquisition of Nexus Software, Inc. in the last quarter of 1999, the Company wrote off $2,050 of in-process research and development.

Advertising costs

Advertising costs are expensed as incurred. Total advertising costs charged to expense was $12,930, $13,913 and $13,747 in 2001, 2000 and 1999, respectively.

Other assets

Other assets consist primarily of pension assets, computer software, customer demonstration equipment, deferred tooling, investment in service contracts, retained interest in DCCF and certain other assets. Where applicable, these assets are amortized ratably over a period of three to five years.

Goodwill

Goodwill is the costs in excess of the net assets of acquired businesses. These assets are stated at cost and are amortized ratably over a period not exceeding 20 years. The Company periodically monitors the value of goodwill by assessing whether the asset can be recovered over its remaining useful life through undiscounted cash flows generated by the underlying businesses. If it is determined that the carrying value of goodwill will not be recovered from the undiscounted future cash flows of the acquired business, the carrying value would be considered impaired and reduced to fair value by a charge to operations. The Company estimates fair value using the expected future cash flows discounted at a rate commensurate with the risks associated with the recovery of the asset.

Deferred income

Deferred income is largely related to service contracts and is recognized for customer service billings in advance of the period in which the service will be performed and is recognized in income on a straight-line basis over the contract period.

Stock-based compensation

Compensation cost is measured on the date of grant only if the current market price of the underlying stock exceeds the exercise price. The Company provides pro forma net income and pro forma net earnings per share disclosures for employee stock option grants made in 1995 and subsequent years as if the fair value based method had been applied.

Taxes on income

Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Earnings per share

Basic earnings per share are computed by dividing income available to common shareholders by the weighted-average number of common shares outstanding for the period. Diluted earnings per share reflect the potential dilution that could occur if common stock equivalents were exercised and then shared in the earnings of the Company.

Comprehensive income (loss)

The Company displays comprehensive income in the Consolidated Statements of Shareholders’ Equity and accumulated other comprehensive income separately from retained earnings and additional paid-in-capital in the Consolidated Balance Sheets and Statements of Shareholders’ Equity. Items considered to be other comprehensive income include adjustments made for foreign currency translation (under SFAS No. 52), pensions (under SFAS No. 87) and unrealized holding gains and losses on available-for-sale securities (under SFAS No. 115).

23

Components of other accumulated comprehensive income (loss) consist of the following:

	2001			2000
Translation adjustment	$	(54,813	)	$	(7,440	)
Pensions less accumulated taxes of $(1,207) for 2001 and $(330) in 2000		(3,623	)		(1,995	)
Unrealized gains (losses) on investment securities less accumulated taxes of $384 for 2001 and $(269) in 2000		(2,010	)		(3,223	)
Ending balance	$	(60,446	)	$	(12,658	)

Translation adjustments are not booked net of tax. Those adjustments are accounted for under the indefinite reversal criterion of APB Opinion 23, “Accounting for Income Taxes—Special Areas.”

Use of estimates in preparation of Consolidated Financial Statements

The preparation of the Consolidated Financial Statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Reclassifications

The Company has reclassified the presentation of certain prior-year information to conform with the current presentation format.

NOTE 2: SECURITIZATIONS

On March 30, 2001, Diebold Credit Corp. (DCC), a wholly owned consolidated subsidiary, entered into an agreement to sell, on an ongoing basis, a pool of its lease receivables to a wholly owned, unconsolidated, qualified, special purpose subsidiary, DCC Funding LLC (DCCF). DCC sold $95,610 of lease receivables on March 30, 2001 to DCCF. Under a 364-day facility agreement, DCCF sold and, subject to certain conditions, may from time to time sell an undivided fractional ownership interest in the pool of receivables to a multi-seller receivables securitization company (“Conduit”). Upon sale of the receivables to the Conduit, DCCF holds a subordinated interest in the receivables and services, administers and collects the receivables. DCCF and the Conduit have no recourse to DCC’s other assets for failure of debtors to pay when due. Costs associated with the sale of the receivables were $457 as of December 31, 2001.

DCC has a retained interest in the transferred receivables in the form of a note receivable from DCCF to the extent that they exceed advances to DCCF by the Conduit. DCC initially and subsequently measures the fair value of the retained interest at management’s best estimate of the expected future cash collections on the transferred receivables. Actual cash collections may differ from these estimates and would directly affect the fair value of the retained interests. The initial transaction on March 31, 2001, resulted in DCC receiving proceeds from the securitization of $71,400. DCC recorded an after-tax gain of $2,300 on the sale of the receivables. Subsequent sales of lease receivables totaling $10,689 have resulted in additional cash proceeds of $8,500 and gains of $869. As of December 31, 2001, the fair value of the retained interest of $21,425 is included in other assets in the consolidated balance sheet.

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NOTE 3: INVESTMENT SECURITIES

At December 31, 2001 and 2000, the investment portfolio was classified as available-for-sale. The marketable debt and equity securities are stated at fair value. The fair value of securities and other investments is estimated based on quoted market prices.

The Company’s investment securities, excluding insurance contracts, at December 31, are summarized as follows:

		Amortized		Unrealized
		Cost Basis		Gain (Loss)			Fair Value
As of December 31, 2001
Short-term investments due within one year:
	Tax-exempt municipal bonds	$	50,832	$	(195	)	$	50,637
	Certificates of deposit and other investments		1,264		—			1,264
		$	52,096	$	(195	)	$	51,901
Securities and other investments
	due after one through five years:
	Tax-exempt municipal bonds	$	2,497	$	645		$	3,142
	Equity securities		23,743		(1,927	)		21,816
		$	26,240	$	(1,282	)	$	24,958
As of December 31, 2000
Short-term investments due within one year:
	Tax-exempt municipal bonds	$	43,360	$	(410	)	$	42,950
	Certificates of deposit and other investments		18,378		—			18,378
		$	61,738	$	(410	)	$	61,328
Securities and other investments
	due after one through five years:
	Tax-exempt municipal bonds	$	54,611	$	84		$	54,695
	Equity securities		24,898		(3,256	)		21,642
		$	79,509	$	(3,172	)	$	76,337

Realized gains (losses) from sale of securities were ($865), ($3,183) and $1,451 in 2001, 2000 and 1999, respectively. Proceeds from the sales of available-for-sale securities were $13,457, $11,446 and $60,427 in 2001, 2000 and 1999, respectively. Gains and losses are determined using the specific identification method.

NOTE 4: INVENTORIES

Major classes of inventories at December 31 are summarized as follows:

	2001		2000
Finished goods and service parts	$	35,979	$	63,855
Work in process		149,364		130,578
Raw materials		50,580		11,134
	$	235,923	$	205,567

NOTE 5: PROPERTY, PLANT AND EQUIPMENT

Investment in property, plant and equipment at December 31 is summarized as follows:

							Annual
	2001			2000			Rates
Land and land improvements	$	7,340		$	7,554			5–20	%
Buildings		84,163			73,077			2–34	%
Machinery, equipment and rotable spares		289,797			261,583			5–40	%
Leasehold improvements		7,484			5,183		Lease Term
Construction in progress		24,269			16,096			—
	$	413,053		$	363,493
Less accumulated depreciation		(222,855	)		(188,547	)
	$	190,198		$	174,946

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NOTE 6: FINANCE RECEIVABLES

The components of finance receivables for the net investment in sales-type leases are as follows:

		2001			2000
Total minimum lease receivable		$	57,537		$	153,298
Estimated unguaranteed residual values			373			7,131
			57,910			160,429
Less:
	Unearned interest income		(5,855	)		(28,632	)
	Unearned residuals		(71	)		(2,332	)
			(5,926	)		(30,964	)
		$	51,984		$	129,465

Future minimum lease receivables due from customers under sales-type leases, as of December 31, 2001, are as follows:

2002	$	21,812
2003		12,154
2004		10,637
2005		7,402
2006		5,456
Thereafter		76
	$	57,537

NOTE 7: SHORT-TERM FINANCING

The Company’s short-term financing is as follows:

	2001		2000
Revolving US$ loans	$	118,000	$	185,592
Revolving euro loans(1)		105,109		70,813
Revolving Australian dollar loans(2)		6,594		7,204
	$	229,703	$	263,609

(1)	118,600 euro (€) borrowing translated at the applicable 12/31/2001 spot rate; €75,000 borrowing translated at the applicable 12/31/2000 spot rate.
(2)	12,900 Australian dollar (AUD) borrowing translated at the applicable 12/31/2001 and 12/31/2000 spot rates.

The Company has available credit facilities with domestic and foreign banks for various purposes. The amount of available committed loans at December 31, 2001 that remained available was $100,000, €6,421 ($5,688 translated) and AUD 6,662 ($3,406 translated). In addition to the committed lines of credit, $22,000 of an uncommitted $25,000 line of credit remained available as of December 31, 2001.

The average short-term rate on the bank credit lines was 4.90 percent, 6.72 percent and 6.69 percent at December 31, 2001, 2000, and 1999, respectively. Interest on short-term financing charged to expense for the year ended December 31, 2001 was $10,653, for 2000 was $15,383 and for 1999 was a $2,112.

The Company’s short-term financing agreements contain various restrictive covenants, including debt to capitalization and interest coverage ratios. As of December 31, 2001, the Company is in compliance with all restrictive covenants.

NOTE 8: REALIGNMENT, SPECIAL AND OTHER CHARGES

During 2001, the Company recognized a pretax charge of $109,893 ($73,628 after tax or $1.03 per diluted shares) for expenses related to a corporate-wide realignment program as well as other charges. The components of the charge were as follows: a special charge of $31,403 for the valuation of inventory resulting from a product rationalization process and rebalancing of the Company’s global manufacturing strategy; realignment charges of $42,269 resulting from staffing reductions, the closing of various facilities, the exit of certain product lines, including the sale of MedSelect and actions taken to further integrate the Company’s European operations; $29,861 in losses incurred in the write-off of the InnoVentry equity investment and related receivables; and $6,360 in other charges, which are included in selling and administrative expense.

26

The following are explanations of the realignment, special and other charges above:

The staffing reductions resulted in 856 involuntary employee terminations and a voluntary early retirement program involving 153 participants. Severance and other employee costs charged to expense in connection with the program amounted to $13,987 with an additional $7,546 of expense being recognized for the enhanced early retirement benefits. As of December 31, 2001, 837 positions had been eliminated with the majority of the remaining staff reductions to take place in the first quarter of 2002.

The loss incurred in connection with the closing of facilities amounted to $5,346, while the costs associated with the exit of certain product lines including the sale of MedSelect amounted to $10,354. MedSelect, a wholly owned subsidiary, was a supplier of inventory control solutions to the medical industry. The assets of the subsidiary were sold in July 2001 and ancillary product lines were sold in September 2001 to Medecorx, Inc.

Losses incurred due to the write-off of the InnoVentry equity investment amounted to $20,000, which is reflected in investment expense. InnoVentry engaged in the development and deployment of self-service check cashing technology. Due to a depletion of its capital resources, InnoVentry ceased operations in the third quarter of 2001. This prompted the Company to write off its equity investment as well as certain receivables amounting to $9,861 and is included in selling and administrative expense. The remainder of the other charges, totaling $6,360, were principally related to costs associated with bad debt write-offs, loss contingencies and other miscellaneous charges.

Approximately $82,695 of costs described above were of a noncash nature. As of December 31, 2001, $5,450 of accrued expenses remain outstanding with the majority of those expenses expected to be paid in the first quarter of 2002.

In December 1999, the 1998 realignment plan concluded and the remaining accrual of $3,261, which primarily represented employee costs that were not utilized, was brought back through income.

NOTE 9: BONDS PAYABLE

Bonds payable at December 31 consisted of the following:

		2001		2000
Industrial Development Revenue
	Bond due January 1, 2017	$	5,800	$	5,800
Industrial Development Revenue
	Bond due April 1, 2017		7,500		7,500
Industrial Development Revenue
	Bond due June 1, 2017		7,500		7,500
		$	20,800	$	20,800

In 1997, three industrial development revenue bonds were issued on behalf of the Company. The proceeds from the bond issuances were used to construct new manufacturing facilities in the United States. The Company guaranteed the payments of principal and interest on the bonds by obtaining letters of credit. Each industrial development revenue bond carries a variable interest rate, which is reset weekly by the remarketing agents. The bonds can be called at anytime. The Company is in compliance with the covenants of its loan agreements and believes that the covenants will not restrict its future operations.

Interest paid on these bonds charged to expense was $676 in 2001, $877 in 2000 and $682 in 1999.

NOTE 10: SHAREHOLDERS’ EQUITY

On the basis of amounts declared and paid, the annualized quarterly dividends per share were $0.64 in 2001, $0.62 in 2000 and $0.60 in 1999.

In the following table, the Company provides net income and basic earnings per share reduced by the pro forma amounts calculating compensation cost for the Company’s fixed stock option plan under the fair value method. The fair value of each option grant was estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions for 2001, 2000 and 1999, respectively: risk-free interest rates of 4.9, 6.4 and 5.1 percent; dividend yield of 1.7, 1.6 and 1.4 percent; volatility of 41, 31 and 33 percent; and average expected lives of six years for management and four years for executive management and non-employee directors. Pro forma net income reflects only options granted since January 1, 1995.

27

			2001		2000		1999
Net income
	As reported		$	66,893	$	136,919	$	128,856
	Pro forma		$	64,598	$	135,048	$	127,498
Earnings per share
	As reported
		Basic	$	0.94	$	1.92	$	1.86
		Diluted	$	0.93	$	1.92	$	1.85
	Pro forma
		Basic	$	0.90	$	1.89	$	1.84
		Diluted	$	0.90	$	1.89	$	1.83

Fixed stock options

Under the 1991 Equity and Performance Incentive Plan (1991 Plan) as amended and restated, Common Shares are available for grant of options at a price not less than 85 percent of the fair market value of the Common Shares on the date of grant. The exercise price of options granted since January 1, 1995 was equal to the market price at the grant date and, accordingly, no compensation cost has been recognized. In general, options are exercisable in cumulative annual installments over five years, beginning one year from the date of grant. In February 2001, the Plan was amended to extend the term of the Plan for ten years beginning April 2, 2001 and increase the number of shares available in the Plan by 3,000,000 in addition to other miscellaneous administrative matters. The number of Common Shares that may be issued or delivered pursuant to the 1991 Plan is 7,341,801, of which 4,415,204 shares were available for issuance at December 31, 2001. The 1991 Plan will expire on April 2, 2011.

Under the 1997 Milestone Stock Option Plan (Milestone Plan), options for 100 Common Shares were granted to all eligible salaried and hourly employees. The exercise price of the options granted under the Milestone Plan was equal to the market price at the grant date and, accordingly, no compensation cost has been recognized. In general, all options are exercisable beginning two years from the date of grant. The number of Common Shares that may be issued or delivered pursuant to the Milestone Plan is 600,000, of which 533,300 shares were available for issuance at December 31, 2001. The Milestone Plan will expire on March 2, 2002.

The following is a summary with respect to options outstanding at December 31, 2001, 2000 and 1999, and activity during the years ending on those dates:

	2001					2000					1999
				Weighted-					Weighted-					Weighted-
				Average					Average					Average
				Exercise					Exercise					Exercise
	Shares			Price		Shares			Price		Shares			Price
Outstanding at the beginning of year		2,405,105		$	31		2,216,171		$	31		1,989,032		$	30
Options granted		581,900			29		500,294			24		412,197			34
Options exercised		(176,625	)		17		(234,116	)		14		(112,698	)		12
Options expired or forfeited		(72,110	)		34		(77,244	)		35		(72,360	)		40
Outstanding at the end of year		2,738,270		$	32		2,405,105		$	31		2,216,171		$	31
Options exercisable at end of year		1,626,220					1,577,672					1,378,795
Weighted-average fair value of options granted during the year	$	11				$	8				$	10

28

The following table summarizes pertinent information regarding fixed stock options outstanding and options exercisable at December 31, 2001:

	Options Outstanding						Options Exercisable
			Weighted-
			Average
			Remaining		Weighted-				Weighted-
	Number		Contractual		Average		Number		Average
	of Options		Life		Exercise		of Options		Exercise
Range of Exercise Prices	Outstanding		(in years)		Price		Exercisable		Price
$9–42		513,045		0.24	$	40		513,045	$	40
13–40		80,756		1.13		21		75,756		19
17–32		87,074		2.18		20		73,074		19
15–29		111,920		3.19		19		88,295		17
24–34		225,885		4.11		25		189,885		24
37–38		205,080		5.08		38		188,940		38
29–48		198,050		6.08		47		155,965		47
29–35		348,000		7.07		35		212,140		35
23–27		379,500		8.09		23		115,520		23
26–40		588,960		9.09		29		13,600		27
		2,738,270		5.41	$	31.80		1,626,220	$	33.62

Restricted share grants

The 1991 Plan also provides for the issuance of restricted shares to certain employees. Restricted shares totaling 92,600 were issued during the current year and 242,511 restricted shares were outstanding as of December 31, 2001. The shares are subject to forfeiture under certain circumstances. Unearned compensation representing the fair market value of the shares at the date of grant will be charged to income over the three-to-seven-year vesting period. During 2001, 2000 and 1999, $1,412, $1,554 and $617 was charged to expense relating to the Plan.

Performance share grants

The 1991 Plan also provides for the issuance of Common Shares based on certain management objectives achieved within a specified performance period of at least one year as determined by the Board of Directors. The management objectives for the period ended December 31, 2001 were set in February 2001. Based on performance, a payout of 48,813 shares will be made in 2002 valued at $1,786, which was accrued as of December 31, 2001. During 2001, 135,804 performance share awards were granted to certain employees. The compensation cost that has been charged against income for its performance-based share grant plan was $(776), $116, and $(1,712) in 2001, 2000 and 1999, respectively.

Rights agreement

On January 28, 1999, the Board of Directors announced the adoption of a new Rights Agreement that provided for Rights to be issued to shareholders of record on February 11, 1999. The description and terms of the Rights are set forth in the Rights Agreement, dated as of February 11, 1999, between the Company and the Bank of New York, as Agent. Under the Rights Agreement, the Rights trade together with the Common Shares and are not exercisable. In the absence of further Board action, the Rights generally will become exercisable and allow the holder to acquire Common Shares at a discounted price if a person or group acquires 20 percent or more of the outstanding Common Shares. Rights held by persons who exceed the applicable threshold will be void. Under certain circumstances, the Rights will entitle the holder to buy shares in an acquiring entity at a discounted price. The Rights Agreement also includes an exchange option. In general, after the Rights become exercisable, the Board of Directors may, at its option, effect an exchange of part or all of the Rights (other than Rights that have become void) for Common Shares. Under this option, the Company would issue one Common Share for each Right, subject to adjustment in certain circumstances. The Rights are redeemable at any time prior to the Rights becoming exercisable and will expire on February 11, 2009, unless redeemed or exchanged earlier by the Company.

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NOTE 11: EARNINGS PER SHARE

[in thousands except per share amounts]

The following data show the amounts used in computing earnings per share and the effect on the weighted-average number of shares of dilutive potential common stock.

	2001		2000		1999
Numerator:
Income available to Common shareholders used in basic and diluted earnings per share	$	66,893	$	136,919	$	128,856
Denominator:
Weighted-average number of Common Shares used in basic earnings per share		71,524		71,296		69,359
Effect of dilutive fixed stock options		259		183		203
Weighted-average number of Common Shares and dilutive potential Common Shares used in diluted earnings per share		71,783		71,479		69,562
Basic earnings per share	$	0.94	$	1.92	$	1.86
Diluted earnings per share	$	0.93	$	1.92	$	1.85

Fixed stock options on 1,303 Common Shares in 2001, 1,383 Common Shares in 2000 and 1,377 Common Shares in 1999 were not included in computing diluted earnings per share, because their effects were antidilutive.

NOTE 12: PENSION PLANS AND POSTRETIREMENT BENEFITS

The Company has several pension plans covering substantially all United States employees. Plans covering salaried employees provide pension benefits that are based on the employee’s compensation during the 10 years before retirement. The Company’s funding policy for those plans is to contribute annually at an actuarially determined rate. Plans covering hourly employees and union members generally provide benefits of stated amounts for each year of service. The Company’s funding policy for those plans is to make at least the minimum annual contributions required by applicable regulations.

Employees of the Company’s operations in countries outside of the United States participate to varying degrees in local pension plans, which in the aggregate are not significant.

Approximately 90 percent of the plan assets at September 30, 2001 and 2000 were invested in listed stocks and investment grade bonds.

Minimum liabilities have been recorded in 2001 and 2000 for the plans whose total accumulated benefit obligation exceeded the fair value of the plan’s assets.

In addition to providing pension benefits, the Company provides healthcare and life insurance benefits for certain retired employees. Eligible employees may be entitled to these benefits based upon years of service with the Company, age at retirement and collective bargaining agreements. Presently, the Company has made no commitments to increase these benefits for existing retirees or for employees who may become eligible for these benefits in the future. Currently there are no plan assets and the Company funds the benefits as the claims are paid.

The effect of a one-percentage-point annual increase in the assumed healthcare cost trend rate would increase the service and interest cost components of the healthcare benefits by $155, while a one-percentage-point decrease in the trend rate would decrease the service and interest components of the healthcare benefits by $137.

The postretirement benefit obligation was determined by application of the terms of medical and life insurance plans together with relevant actuarial assumptions and healthcare cost trend rates projected at annual rates declining from 7.0 percent in 2000 to 4.75 percent through the year of 2013 and remain at that level thereafter. The effect of a one-percentage-point annual increase in these assumed healthcare cost trend rates would increase the healthcare accumulated postretirement benefit obligation by $2,910, while a one-percentage-point decrease in the trend rate would decrease the accumulated postretirement benefit obligation by $2,575.

30

The following table sets forth the change in benefit obligation, change in plan assets, the funded status, the Consolidated Balance Sheet presentation and the relevant assumptions for the Company’s defined benefit pension plans and health and life insurance postretirement benefits at December 31:

	Pension Benefits						Health and Life Benefits
	2001			2000			2001			2000
Change in benefit obligation
Benefit obligation at beginning of year	$	240,372		$	240,229		$	26,098		$	20,554
Service cost		7,868			7,510			44			42
Interest cost		18,303			17,081			1,979			1,589
Assumption change		20,656			(16,991	)		1,326			5,550
Liability (gain) loss		(256	)		496			6,712			570
Benefits paid		(10,185	)		(8,584	)		(2,721	)		(2,207	)
Expenses paid		(543	)		(297	)		—			—
Other		(63	)		928			—			—
Special termination benefits		4,470			—			2,495			—
Benefit obligation at end of year	$	280,622		$	240,372		$	35,933		$	26,098
Change in plan assets
Fair value of plan assets at beginning of year	$	358,409		$	310,313		$	—		$	—
Employer contributions		1,353			1,381			2,721			2,207
Benefits paid		(10,185	)		(8,584	)		(2,721	)		(2,207	)
Expenses paid		(543	)		(297	)		—			—
Investment return		(62,726	)		55,596			—			—
Fair value of plan assets at end of year	$	286,308		$	358,409		$	—		$	—
Funded status
Funded status	$	5,686		$	118,037		$	(35,933	)	$	(26,098	)
Unrecognized net loss (gain)		3,022			(112,614	)		10,506			2,570
Prior service costs not yet recognized		7,165			5,764			—			—
Unrecognized net transition obligation		(5,143	)		(6,687	)		—			—
Prepaid (accrued) pension cost	$	10,730		$	4,500		$	(25,427	)	$	(23,528	)
Amounts recognized in Balance Sheet
Prepaid benefit cost	$	31,353		$	23,492		$	—		$	—
Accrued benefit liability		(29,486	)		(23,258	)		(25,427	)		(23,528	)
Intangible asset		4,404			2,265			—			—
Accumulated other comprehensive income		4,459			2,001			—			—
Net amount recognized	$	10,730		$	4,500		$	(25,427	)	$	(23,528	)

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	Pension Benefits									Health and Life Benefits
	2001			2000			1999			2001			2000			1999
Net periodic pension benefit cost
Service cost	$	7,867		$	7,510		$	9,797		$	44		$	42		$	65
Interest cost		18,303			17,081			16,883			1,979			1,589			1,459
Expected return on assets		(31,117	)		(26,986	)		(21,800	)		—			—			—
Transition (asset) obligation recognition		(1,545	)		(1,485	)		(1,484	)		—			—			—
Prior service cost amortization		1,162			965			1,062			—			—			—
Net (gain) loss recognition		(3,992	)		(2,804	)		608			101			(133	)		(47	)
Net periodic pension (benefit) cost	$	(9,322	)	$	(5,719	)	$	5,066		$	2,124		$	1,498		$	1,477
One-time early retirement expense		4,507			—			—			2,495			—			—
Total, net of one-time early retirement expense	$	(4,815	)	$	(5,719	)	$	5,066		$	4,619		$	1,498		$	1,477
Weighted-average assumptions as of September 30 valuation date
Discount rate		7.25	%		7.75	%		7.50	%		7.25	%		7.75	%		7.50	%
Long-term rate of return on plan assets		9.50	%		10.00	%		9.25	%		—			—			—
Rate of increase in compensation level		5.00	%		5.00	%		5.00	%		—			—			—

The projected benefit obligation, accumulated benefit obligation and fair value of plan assets for the pension plans with accumulated benefit obligations in excess of plan assets were $(51,874), $(48,607) and $19,182, respectively, as of December 31, 2001, and $(23,731), $(20,647) and $0, respectively, as of December 31, 2000. The amounts included within other comprehensive income arising from a change in the additional minimum pension liability, net of tax, were $(1,628) and $1,507 in 2001 and 2000, respectively. In 2001, as a part of the corporate realignment plan, the Company offered a Voluntary Early Retirement Package (VERP) to qualifying employees, which resulted in a one-time additional charge of $4,507 in pension and $2,495 in health and life benefits expense.

The Company offers an employee 401(k) Savings Plan (Savings Plan) to encourage eligible employees to save on a regular basis by payroll deductions, and to provide them with an opportunity to become shareholders of the Company. Under the Savings Plan for the year ended December 31, 2001, the Company matched 60 percent of a participating employee’s first 3 percent of contributions and 30 percent of a participating employee’s second 3 percent of contributions. Total Company match in 2001, 2000 and 1999 was $6,100, $7,155 and $9,012, respectively.

NOTE 13: LEASES

The Company’s future minimum lease payments due under operating leases for real and personal property in effect at December 31, 2001 are as follows:

			Real		Vehicles and
Expiring	Total		Estate		Equipment
2002	$	33,042	$	13,073	$	19,969
2003		27,407		11,128		16,279
2004		19,992		9,412		10,580
2005		12,442		7,955		4,487
2006		7,060		6,204		856
Thereafter		7,110		7,106		4
	$	107,053	$	54,878	$	52,175

Rental expense for 2001, 2000 and 1999 under all lease agreements amounted to approximately $40,032, $36,361 and $32,281, respectively.

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NOTE 14: INCOME TAXES

Income tax expense attributable to income from continuing operations consists of:

		2001			2000		1999
Federal and international
	Current	$	55,155		$	48,584	$	55,317
	Deferred		(25,465	)		13,266		10,840
		$	29,690		$	61,850	$	66,157
State and local
	Current	$	5,027		$	3,373	$	4,176
	Deferred		(1,771	)		2,215		2,149
			3,256			5,588		6,325
Total income tax expense		$	32,946		$	67,438	$	72,482

In addition to the 2001 income tax expense of $32,946, certain deferred income tax benefits of $2,241 were allocated directly to shareholders’ equity.

A reconciliation of the difference between the U.S. statutory tax rate and the effective tax rate is as follows:

	2001			2000			1999
Statutory tax rate		35.0	%		35.0	%		35.0	%
State and local income taxes, net of federal tax benefit		2.1			1.8			2.0
Exempt income		(4.3	)		(2.6	)		(3.3	)
Insurance contracts		(1.0	)		(0.6	)		(0.2	)
Other		1.2			(0.6	)		2.5
Effective tax rate		33.0	%		33.0	%		36.0	%

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities are as follows:

	2001			2000
Deferred Tax Assets:
Postretirement benefits	$	18,073		$	17,017
Accrued expenses		20,260			8,445
Inventory		6,595			1,417
Partnership income		625			2,790
Realignment charges		8,099			—
Deferred revenue		867			3,372
Net operating loss carryforwards		13,286			3,305
State deferred taxes		5,462			3,692
Other		15,087			15,492
		88,354			55,530
Valuation allowance		(2,062	)		(2,602	)
Net deferred tax assets	$	86,292		$	52,928
Deferred Tax Liabilities:
Pension	$	13,375		$	10,451
Amortization		1,248			987
Depreciation		6,551			6,957
Finance receivables		5,481			7,231
Other		8,957			4,026
Net deferred tax liabilities		35,612			29,652
Net deferred tax asset	$	50,680		$	23,276

33

At December 31, 2001, the Company’s international subsidiaries had deferred tax assets relating to net operating loss carryforwards of $13,286, $5,791 of which expires in years 2002 through 2011, and $7,495 of which has an indefinite carryforward period. The Company recorded a valuation allowance to reflect the estimated amount of deferred tax assets, which, more likely than not, will not be realized. The valuation allowance relates to certain international net operating losses and other international deferred tax assets.

NOTE 15: COMMITMENTS AND CONTINGENCIES

At December 31, 2001, the Company was a party to several lawsuits that were incurred in the normal course of business, none of which individually or in the aggregate is considered material by management in relation to the Company’s financial position or results of operations. While in management’s opinion the financial statements would not be materially affected by the outcome of any present legal proceedings, commitments, or asserted claims, management is aware of a claim by the Internal Revenue Service concerning the deductibility of interest related to loans from the Company’s corporate owned life insurance (“COLI”) programs.

This claim represents an exposure for additional taxes of approximately $17,600, excluding interest. Management is aware that both the U.S. Tax Court and the United States District Court for the District of Delaware have reached decisions disallowing the deduction of interest on COLI loans of two similarly situated companies.

Notwithstanding these adverse court decisions, management believes that the Company’s facts and circumstances are different from the above referenced court cases. The Company has made no provision for any possible earnings impact from this matter because it believes it has a meritorious position and will vigorously contest the IRS’ claim. In the event the resolution of this matter is unfavorable, it may have a material adverse effect on the Company’s result of operations for the period in which such unfavorable resolution occurs.

NOTE 16: SEGMENT INFORMATION

The Company has defined its segments into its three main sales channels: Diebold North America (DNA), Diebold International (DI) and Other, which combines several of the Company’s smaller sales channels. These sales channels are evaluated based on revenues from customers and operating profit contribution to the total corporation. A reconciliation between segment information and the Consolidated Financial Statements is also disclosed. All income and expense items below operating profit are not allocated to the segments and are not disclosed. Revenue by geography and revenue by product and service solution are also disclosed. Information for previous years has been restated to reflect the change.

The DNA segment sells financial and retail systems and also services financial, retail and medical systems in the United States and Canada. The DI segment sells and services financial and retail systems over the remainder of the globe. The segment called Other sells miscellaneous parts and products to other customers. Included in this segment are the results of the MedSelect business, which was sold in July 2001 as a part of the Company’s restructuring plan. See Note 8 for additional information pertaining to the realignment plan. Each of the sales channels buys the goods it sells from the Company’s manufacturing plants through intercompany sales that are eliminated on consolidation, and intersegment revenues are not significant. Each year, intercompany pricing is agreed upon, which drives the sales channel operating profit contribution. Assets includes cash, accounts receivable, inventory, property, plant and equipment, deferred tax assets, prepaids, goodwill and other assets. As permitted under SFAS No. 131, certain information not routinely used in the management of these segments, information not allocated back to the segments, or information that is impractical to report, is not shown. Items not disclosed are as follows: interest revenue, interest expense, amortization, equity in the net income of investees accounted for by the equity method, income tax expense or benefit, extraordinary items, significant noncash items and total assets.

34

More than 90 percent of the Company’s customer revenues are derived from the sale and servicing of financial systems and equipment. The Company had no customers in 2001, 2000, and 1999 that accounted for more than 10 percent of total net sales.

	DNA		DI		Other			Total
2001 Segment Information by Channel
Customer revenues	$	1,008,500	$	740,669	$	11,128		$	1,760,297
Realignment, special and other charges		19,687		21,847		48,359			89,893
Operating profit		156,377		68,217		(85,685	)		138,909
Capital expenditures		22,103		44,159		2,394			68,656
Depreciation		21,139		16,473		7,841			45,453
Long-lived assets		207,344		94,468		111,241			413,053
2000 Segment Information by Channel
Customer revenues	$	1,000,748	$	729,878	$	12,982		$	1,743,608
Operating profit		185,754		67,150		(23,949	)		228,955
Capital expenditures		22,063		16,290		4,341			42,694
Depreciation		20,405		7,235		8,261			35,901
Long-lived assets		205,165		53,810		104,518			363,493
1999 Segment Information by Channel
Customer revenues	$	955,622	$	293,316	$	10,239		$	1,259,177
Realignment charges		—		—		(3,261	)		(3,261	)
Operating profit		173,228		54,922		(42,027	)		186,123
Capital expenditures		14,192		11,381		14,768			40,341
Depreciation		17,845		8,966		7,898			34,709
Long-lived assets		198,914		30,326		91,400			320,640

			2001			2000			1999
Revenue by Geography
The Americas			$	1,337,694		$	1,407,210		$	1,112,379
Asia-Pacific				110,682			96,666			68,023
Europe, Middle East and Africa				311,921			239,732			78,775
Total Revenue			$	1,760,297		$	1,743,608		$	1,259,177
Total Revenue Domestic vs. International
Domestic			$	998,945		$	992,638		$	939,016
	Percentage of total revenue			56.7	%		56.9	%		74.6	%
International				761,352			750,970			320,161
	Percentage of total revenue			43.3	%		43.1	%		25.4	%
Total Revenue			$	1,760,297		$	1,743,608		$	1,259,177
Total Revenue by Product/Service Solution
Self-service solutions hardware			$	697,496		$	642,018		$	504,153
Professional and special services				74,475			78,377			13,328
Maintenance services				652,380			588,911			441,821
Total Financial self-services				1,424,351			1,309,306			959,302
Security solutions
		Hardware		150,694			146,766			146,420
		Maintenance services		183,294			169,871			143,519
Total Security solutions				333,988			316,637			289,939
Voting				—			106,535			—
MedSelect and other				1,958			11,130			9,936
		Total Revenue	$	1,760,297		$	1,743,608		$	1,259,177

35

NOTE 17: ACQUISITIONS

On October 25, 2001, the Company acquired select properties and operations of Mosler, Inc. in the United States and Canada, including the physical and electronic security assets, currency processing equipment, certain service and support activities, and related properties. The acquisition was completed for approximately $33,382 including legal and professional fees. Goodwill acquired in the transaction amounted to $14,151, which will not be amortized. However, it will be analyzed periodically for impairment due to the adoption of SFAS No. 142. The results of the acquisition, which were included in the 2001 year-end Consolidated Financial Statements, were not material.

On April 17, 2000, the Company announced the completion of its acquisition of the financial self-service assets and related development activities of European-based Groupe Bull and Getronics NV. The businesses acquired include ATMs, cash dispensers, other self-service terminals and related services primarily for the global banking industry. The acquisition was completed for approximately $147,600. Goodwill that was acquired in the transaction amounted to $141,641, and was being amortized over a 20-year life. It will no longer be amortized effective January 1, 2002 due to the adoption of SFAS No. 142. The reported revenue from the acquisition was $148,785 for the period of April 17, 2000 through December 31, 2000.

In 1999, the Company made several strategic acquisitions to enhance its globalization strategy. On October 21, 1999, the Company acquired Procomp Amazônia Indústria Eletronica, S.A. (Procomp), a Brazilian manufacturer and marketer of innovative technical solutions, including ATMs, personal computers, servers, software, professional services and retail and banking automation equipment. The acquisition was purchased with a combination of cash and stock for $222,310. The value of the shares issued was $41,953. Prior to the acquisition, Procomp was a major distributor for the Company in Latin America. Goodwill acquired in the transaction amounted to $135,219, which was being amortized over 17 years. Again, due to the adoption of SFAS No. 142, amortization will no longer be recognized effective January 1, 2002. Procomp reported revenue of $309,167 and $41,615 for the year ended December 31, 2000 and the period of October 22, 1999 through December 31, 1999, respectively.

All of the acquisitions mentioned above have been accounted for as purchase business combinations and, accordingly, the purchase prices have been allocated to identifiable tangible and intangible assets acquired and liabilities assumed, based upon their respective fair values, with the excess allocated to goodwill.

NOTE 18: DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

In June 1998, the Financial Accounting Standards Board (FASB) issued SFAS No. 133, “Accounting For Derivative Instruments and Hedging Activities,” which for the Company was effective January 1, 2001. SFAS No. 133 established accounting and reporting standards requiring that every derivative instrument (including certain derivative instruments embedded in other contracts) be recognized on the balance sheet as either an asset or liability measured at its fair value. SFAS No. 133 requires that changes in the derivative instrument’s fair value be recognized currently in earnings unless specific hedge accounting criteria are met. Special accounting for qualifying hedges allows a derivative instrument’s gains and losses to partially or wholly offset related results on the hedged item in the income statement, and requires that a company formally document, designate and assess the effectiveness of transactions that receive hedge accounting. The cumulative effect of adopting SFAS No. 133 as of January 1, 2001 was not material to the Company’s consolidated financial statements.

Since a substantial portion of the Company’s operations and revenue arise outside of the United States, financial results can be significantly affected by changes in foreign exchange rate movements. The Company’s financial risk management strategy uses forward contracts to hedge certain foreign currency exposures. Such contracts are designated at inception to the related foreign currency exposures being hedged. The Company’s intent is to offset gains and losses that occur on the underlying exposures, with gains and losses on the derivative contracts hedging these exposures. The Company does not enter into any speculative positions with regard to derivative instruments. The Company’s forward contracts generally mature within six months.

The Company records all derivatives on the balance sheet at fair value. For derivative instruments not designated as hedging instruments, changes in their fair values are recognized in earnings in the current period. Results from settling the Company’s forward contracts were not material to the financial statements as of December 31, 2001.

Diebold manages its debt portfolio by using interest rate swaps to achieve an overall desired position of fixed and variable rates. In 2001, the Company entered into the following interest rate swap contracts that remained outstanding at December 31, 2001:

Interest rate swaps relating to debt held by the Company. The swaps convert $50 million notional amount from variable rates to fixed rates. The variable rates for these contacts at December 31, 2001, based on three month LIBOR rates, ranged from 2.01 percent to 2.03 percent versus fixed rates of 4.36 percent and 4.72 percent. These contracts mature throughout 2003.

Based on current interest rates for similar transactions, the fair value of all interest rate swap agreements is not material.

Credit and market risk exposures are limited to the net interest differentials. The net payments or receipts from interest rate swaps are recorded as part of interest expense and are not material.

36

The company is exposed to credit loss in the event of nonperformance by counterparties on the above instruments, but does not anticipate nonperformance by any of the counterparties.

NOTE 19: SUBSEQUENT EVENTS

On January 22, 2002, the Company announced the acquisition of Global Election Systems, Inc. (GES), now known as Diebold Election Systems, a manufacturer of electronic voting terminals. The acquisition was effected in a combination of cash and stock for a total purchase price of $24,225. A cash payment of $4,845 was made in January 2002 with the remaining purchase price consisting of a stock purchase of $19,380. During 2001, the Company entered into a $6,000 convertible bridge loan with GES, which will be converted to an intercompany loan subsequent to the acquisition.

NOTE 20: QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

See “Comparison of Selected Quarterly Financial Data (Unaudited)” on page 39 of this Annual Report on Form 10-K.

37

Forward-Looking Statement Disclosure

In the Company’s written or oral statements, the use of the words “believes,” “anticipates,” “expects” and similar expressions is intended to identify forward-looking statements that have been made and may in the future be made by or on behalf of the Company, including statements concerning future operating performance, the Company’s share of new and existing markets, and the Company’s short- and long-term revenue and earnings growth rates. Although the Company believes that its outlook is based upon reasonable assumptions regarding the economy, its knowledge of its business, and on key performance indicators that impact the Company, there can be no assurance that the Company’s goals will be realized. The Company is not obligated to report changes to its outlook. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company’s uncertainties could cause actual results to differ materially from those anticipated in forward-looking statements. These include, but are not limited to:

• competitive pressures, including pricing pressures and technological developments;

• changes in the Company’s relationships with customers, suppliers, distributors and/or partners in its business ventures;

• changes in political, economic or other factors such as currency exchange rates, inflation rates, recessionary or expansive trends, taxes and regulations and laws affecting the worldwide business in each of the Company’s operations, including Brazil, where a significant portion of the Company’s revenue is derived;

• acceptance of the Company’s product and technology introductions in the marketplace;

• unanticipated litigation, claims or assessments;

• ability to reduce costs and expenses and improve internal operating efficiencies; and

• variation in consumer demand for biometrics and self-service technologies, products and services.

38

Comparison of Selected Quarterly Financial Data (Unaudited)

		1st Quarter				2nd Quarter				3rd Quarter				4th Quarter
(Dollars in thousands		2001		2000		2001		2000		2001		2000		2001		2000
except per share amounts)
Net sales		$	383,854	$	344,592	$	423,613	$	442,102	$	444,627	$	479,950	$	508,203	$	476,964
Gross profit			117,157		116,823		133,038		142,219		140,426		150,387		133,444		154,710
Net income*			7,557		31,260		27,790		35,833		14,265		34,901		17,281		34,925
Basic earnings
	per share*		0.11		0.44		0.39		0.50		0.20		0.49		0.24		0.49
Diluted earnings
	per share*		0.11		0.44		0.39		0.50		0.20		0.49		0.24		0.49

•     The sum of the quarterly figures does not equal annual figures due to rounding or differences in the weighted-average number of shares outstanding during the respective periods.

See Note 20 to Consolidated Financial Statements and 5-Year Summary 2001-1997

39

INDEPENDENT AUDITORS’ REPORT ON
FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE

The Board of Directors and Shareholders
Diebold, Incorporated:

We have audited the accompanying consolidated balance sheets of Diebold, Incorporated and subsidiaries (Company) as of December 31, 2001 and 2000 and the related consolidated statements of income, shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2001. In connection with our audits of the consolidated financial statements, we also have audited the financial statement schedule as listed in Item 14 (a)(2) of Form 10-K of Diebold, Incorporated for each of the years in the three-year period ended December 31, 2001. These consolidated financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Diebold, Incorporated and subsidiaries as of December 31, 2001 and 2000 and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2001, in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

/s/KPMG LLP

KPMG LLP
Cleveland, Ohio
January 23, 2002

40

Report of Management

The management of Diebold, Incorporated is responsible for the contents of the consolidated financial statements, which are prepared in conformity with accounting principles generally accepted in the United States of America. The consolidated financial statements necessarily include amounts based on judgments and estimates. Financial information elsewhere in the annual report is consistent with that in the consolidated financial statements.

The Company maintains a comprehensive accounting system that includes controls designed to provide reasonable assurance as to the integrity and reliability of the financial records and the protection of assets. An internal audit staff is employed to regularly test and evaluate both internal accounting controls and operating procedures, including compliance with the Company’s statement of policy regarding ethical and lawful conduct. The role of KPMG LLP, the independent auditors, is to provide an objective examination of the consolidated financial statements and the underlying transactions in accordance with auditing standards generally accepted in the United States of America. The report of KPMG LLP accompanies the consolidated financial statements.

The Audit Committee of the Board of Directors, composed of directors who are not members of management, meets regularly with management, the independent auditors and the internal auditors to ensure that their respective responsibilities are properly discharged. KPMG LLP and the Managing Director of Internal Audit have full and free independent access to the Audit Committee.

/s/Gregory T. Geswein
Gregory T. Geswein
Senior Vice President and Chief Financial Officer

41

5-Year Summary 2001-1997
Diebold, Incorporated and Subsidiaries
Selected Financial Data
(In thousands, except per share amounts and ratios)

	2001			2000			1999			1998			1997
Operating Results
Net sales	$	1,760,297		$	1,743,608		$	1,259,177		$	1,185,707		$	1,226,936
Cost of sales		1,236,232			1,179,469			802,365			779,457			796,836
Gross profit		524,065			564,139			456,812			406,250			430,100
Selling and administrative expense		283,275			279,833			221,393			194,535			191,842
Research, development and engineering expense		59,612			55,351			50,507			54,215			54,397
In-process research and development		—			—			2,050			—			—
Operating profit		138,909			228,955			186,123			106,247			183,861
Other income (expense), net		(34,173	)		(21,558	)		16,384			15,403			6,894
Minority interest		(4,897	)		(3,040	)		(1,169	)		(1,843	)		(5,096	)
Income before taxes		99,839			204,357			201,338			119,807			185,659
Taxes on income		32,946			67,438			72,482			43,659			63,143
Net income		66,893			136,919			128,856			76,148			122,516
Realignment, special and other charges (Note A)		109,893			—			(3,261	)		61,117			—
Basic earnings per share (Note B)		0.94			1.92			1.86			1.10			1.78
Diluted earnings per share (Note B)		0.93			1.92			1.85			1.10			1.76
Dividend and Common Share Data
Basic weighted-average shares outstanding (Note B)		71,524			71,296			69,359			68,960			68,939
Diluted weighted-average shares outstanding (Note B)		71,783			71,479			69,562			69,310			69,490
Common dividends paid	$	45,774		$	44,271		$	41,668		$	38,631		$	34,473
Common dividends paid per share (Note B)		0.64			0.62			0.60			0.56			0.50
Year-End Financial Position
Current assets	$	952,426		$	804,363		$	647,936		$	543,548		$	549,837
Current liabilities		658,018			566,792			382,407			235,533			242,080
Net working capital		294,408			237,571			265,529			308,015			307,757
Property, plant and equipment, net		190,198			174,946			160,724			147,131			143,901
Total assets		1,651,913			1,585,427			1,298,831			1,004,188			991,050
Long-term debt, less current maturities		20,800			20,800			20,800			20,800			20,800
Shareholders’ equity		903,110			936,066			844,395			699,123			668,581
Shareholders’ equity per share (Note C)		12.66			13.08			11.88			10.15			9.69
Ratios
Pretax profit on sales (%)		5.7	%		11.7	%		16.0	%		10.1	%		15.1	%
Current ratio	1.4 to 1			1.4 to 1			1.7 to 1			2.3 to 1			2.3 to 1
Other Data
Capital expenditures	$	68,656		$	42,694		$	40,341		$	30,768		$	67,722
Depreciation		45,453			35,901			34,709			25,649			18,701

Note A —	In the second quarter of 1998, the Company recorded realignment and special charges of $61,117 ($41,850 after-tax or $0.60 per diluted share). The realignment concluded as of December 31, 1999 with $3,261 of the original realignment accrual being brought back through income. In 2001, the Company recorded realignment, special and other charges of $109,893 ($73,628 after tax or $1.03 per diluted share).
Note B —	After adjustment for stock splits.
Note C —	Based on shares outstanding at year-end adjusted for stock splits.

42

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

     There have been no changes in accountants or disagreements with accountants on accounting and financial disclosures.

PART III.

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

     Information with respect to directors of the Company is included on pages 3 through 8 of the Company’s proxy statement for the 2002 Annual Meeting of Shareholders (“2002 Annual Meeting”) and is incorporated herein by reference. Refer to pages 6 through 9 of this Form 10-K for information with respect to executive officers. Information with respect to Section 16(a) Beneficial Ownership Reporting Compliance” is included on page 7 of the Company’s proxy statement for the 2002 Annual Meeting and is incorporated herein by reference.

ITEM 11. EXECUTIVE COMPENSATION.

     Information with respect to executive compensation is included on pages 9 through 17 of the Company’s proxy statement for the 2002 Annual Meeting and is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     Information with respect to security ownership of certain beneficial owners and management is included on pages 3 through 7 of the Company’s proxy statement for the 2002 Annual Meeting and is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     The information with respect to certain relationships and related transactions set forth under the caption “Compensation Committee Interlocks and Insider Participation” on page 8 of the Company’s proxy statement for the 2002 Annual Meeting is incorporated herein by reference.

PART IV.

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE, AND REPORTS ON FORM 8-K.

   (a)    Documents filed as a part of this report.

1. The following Consolidated Financial Statements are set forth in Item 8 (“Financial Statements and Supplemental Data”) above:

 

• Consolidated Balance Sheets

• Consolidated Statements of Income

• Consolidated Statements of Shareholders’ Equity

• Consolidated Statements of Cash Flows

2.	The following additional information for the years 2001, 2000, and 1999 is submitted herewith:
	Independent Auditors’ Report on Consolidated Financial Statements and Financial Statement Schedule

SCHEDULE II Valuation and Qualifying Accounts

All other schedules are omitted, as the required information is inapplicable or the information is presented in the consolidated financial statements or related notes.

43

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE, AND REPORTS ON FORM 8-K. (continued)

3.		Exhibits
	3.1 (i)		Amended and Restated Articles of Incorporation of Diebold, Incorporated — incorporated by reference to Exhibit 3.1 (i) of Registrant’s Annual Report on Form 10-K for the year ended December 31, 1994.
	3.1 (ii)		Code of Regulations — incorporated by reference to Exhibit 4(c) to Registrant’s Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 33-32960.
	3.2		Certificate of Amendment by Shareholders to Amended Articles of Incorporation of Diebold, Incorporated —incorporated by reference to Exhibit 3.2 to Registrant’s Form 10-Q for the quarter ended March 31, 1996.
	3.3		Certificate of Amendment to Amended Articles of Incorporation of Diebold, Incorporated — incorporated by reference to Exhibit 3.3 to Registrant’s Form 10-K for the year ended December 31, 1998.
	4.		Rights Agreement dated as of February 11, 1999 between Diebold, Incorporated and The Bank of New York — incorporated by reference to Exhibit 4.1 to Registrant’s Registration Statement on Form 8-A dated February 11, 1999.
*	10.1		Form of Employment Agreement as amended and restated as of September 13, 1990— incorporated by reference to Exhibit 10.1 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 1990.
*	10.2		Schedule of Certain Officers who are Parties to Employment Agreements in the form of Exhibit 10.1- incorporated by reference to Exhibit 10.2 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2000.
*	10.5 (i)		Supplemental Employee Retirement Plan (as amended January 1, 1994) — incorporated by reference to Exhibit 10.5 of Registrant’s Annual Report on Form 10-K for the year ended December 31, 1994.
*	10.5 (ii)		Amendment No. 1 to the Amended and Restated Supplemental Retirement Plan – incorporated by reference to Exhibit 10.5 (ii) of Registrant’s Form 10-Q for the quarter ended March 31, 1998.
*	10.7 (i)		1985 Deferred Compensation Plan for Directors of Diebold, Incorporated — incorporated by reference to Exhibit 10.7 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 1992.
*	10.7 (ii)		Amendment No. 1 to the Amended and Restated 1985 Deferred Compensation Plan for Directors of Diebold, Incorporated – incorporated by reference to Exhibit 10.7 (ii) to Registrant’s Form 10-Q for the quarter ended March 31, 1998.
*	10.8		1991 Equity and Performance Incentive Plan as Amended and Restated as of February 7, 2001 – incorporated by reference to Exhibit 4(a) to Form S-8 Registration Statement No. 333-60578.
*	10.9		Long-Term Executive Incentive Plan — incorporated by reference to Exhibit 10.9 of Registrant’s Annual Report on Form 10-K for the year ended December 31, 1993.
*	10.10 (i)		1992 Deferred Incentive Compensation Plan (as amended and restated as of July 1, 1993) — incorporated by reference to Exhibit 10.10 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 1993.
*	10.10 (ii)		Amendment No. 1 to the Amended and Restated 1992 Deferred Incentive Compensation Plan— incorporated by reference to Exhibit the quarter ended 10.10 (ii) to Registrant’s Form 10-Q for the quarter ended March 31, 1998.
*	10.10 (iii)		Amendment No. 2 to the Amended and Restated 1992 Deferred Incentive Compensation Plan — incorporated by reference to Exhibit 10.10 (iii) to Registrant’s Form 10-Q for the quarter ended September 30, 1998.
*	10.11		Annual Incentive Plan — incorporated by reference to Exhibit 10.11 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2000.
*	10.13 (i)		Forms of Deferred Compensation Agreement and Amendment No. 1 to Deferred Compensation Agreement — incorporated by reference to Exhibit 10.13 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 1996.

44

*	10.13 (ii)	Section 162 (m) Deferred Compensation Agreement (as amended and restated January 29, 1998) — incorporated by reference to Exhibit 10.13 (ii) to Registrant’s Form 10-Q for the quarter ended March 31, 1998.
*	10.14	Deferral of Stock Option Gains Plan — incorporated by reference to Exhibit 10.14 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 1998.
*	10.15	Employment Agreement with Walden W. O’Dell —incorporated by reference to Exhibit 10.15 of Registrant’s Annual Report on Form 10-K for the year ended December 31, 1999.
*	10.16	Separation Agreement with Gerald F. Morris —incorporated by reference to Exhibit 10.16 of Registrant’s Annual Report on Form 10-K for the year ended December 31, 1999.
	10.17 (i)	Loan Agreement dated as of December 1, 1999 among Diebold, Incorporated, the Subsidiary Borrowers, the Lenders and Bank One, Michigan as Agent — incorporated by reference to Exhibit 10.17 of Registrant’s Annual Report on Form 10-K for the year ended December 31, 2000.
	10.17 (ii)	First Amendment to Loan Agreement dated as of December 1, 1999 among Diebold, Incorporated, the Subsidiary Borrowers, the Lenders and Bank One, Michigan as Agent – incorporated by reference to Exhibit 10.17(ii) of Registrant’s Annual Report on Form 10-K for the year ended December 31, 2000.
	10.17 (iii)	Second Amendment to Loan Agreement dated as of December 1, 1999 among Diebold, Incorporated, the Subsidiary Borrowers, the Lenders and Bank One, Michigan as Agent— incorporated by reference to Exhibit 10.17(iii) of Registrant’s Annual Report on Form 10-K for the year ended December 31, 2000.
	10.17 (iv)	Third Amendment to Loan Agreement dated as of March 30, 2001 among Diebold, Incorporated, the Subsidiary Borrowers, the Lenders and Bank One, Michigan as Agent – incorporated by reference to Exhibit 10.17(iv) of Registrant’s Form 10-Q for the quarter ended June 30, 2001.
	10.17 (v)	Fourth Amendment to Loan Agreement dated as of February 13, 2002 among Diebold, Incorporated, the Subsidiary Borrowers, the Lenders and Bank One, Michigan as Agent.
*	10.18	Retirement and Consulting Agreement with Robert W. Mahoney – incorporated by reference to Exhibit 10.18 of Registrant’s Annual Report on Form 10-K for the year ended December 31, 2000.
*	10.19	Employment Agreement with Wesley B. Vance – incorporated by reference to Exhibit 10.19 of Registrant’s Annual Report on Form 10-K for the year ended December 31, 2000.
	21.	Subsidiaries of the Registrant.
	23.	Consent of Independent Auditors.
	24.	Power of Attorney.
*	Reflects management contract or other compensatory arrangement required to be filed as an exhibit pursuant to Item 14(c) of this report.

(b)	Reports on Form 8-K.
	No reports on Form 8-K were filed by Registrant during the fourth quarter of 2001.
(c)	Refer to page 49 of this Form 10-K for an index of exhibits to this Form 10-K.
(d)	Refer to page 40 of this Form 10-K for information concerning the Independent Auditors’ Report on Consolidated Financial Statements and Financial Statement Schedule and page 48 of this Form 10-K for Schedule II - - Valuation and Qualifying Accounts.

45

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	DIEBOLD, INCORPORATED
March 15, 2002    Date	By: /s/Walden W. O’Dell Walden W. O’Dell Chairman of the Board, President and Chief Executive Officer

     Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/Walden W. O’Dell Walden W. O’Dell	Chairman of the Board, President,    Chief Executive Officer and    Director (Principal Executive    Officer)	March 15, 2002
/s/Gregory T. Geswein Gregory T. Geswein	Senior Vice President and Chief    Financial Officer (Principal    Accounting and Financial    Officer)	March 15, 2002
/s/Louis V. Bockius III Louis V. Bockius III	Director	March 15, 2002
/s/Richard L. Crandall Richard L. Crandall	Director	March 15, 2002
/s/Gale S. Fitzgerald Gale S. Fitzgerald	Director	March 15, 2002
* Donald R. Gant	Director	March 15, 2002
/s/L. Lindsey Halstead L. Lindsey Halstead	Director	March 15, 2002
* Phillip B. Lassiter	Director	March 15, 2002
* John N. Lauer	Director	March 15, 2002

46

Signature	Title	Date
* William F. Massy	Director	March 15, 2002
* Eric J. Roorda	Director	March 15, 2002
/s/W.R. Timken, Jr. W. R. Timken, Jr.	Director	March 15, 2002

• The undersigned, by signing his name hereto, does sign and execute this Annual Report on Form 10-K pursuant to the Powers of Attorney executed by the above-named officers and directors of the Registrant and filed with the Securities and Exchange Commission on behalf of such officers and directors.

Dated: March 15, 2002
*By: /s/Gregory T. Geswein
Gregory T. Geswein, Attorney-in-Fact

47

DIEBOLD, INCORPORATED AND SUBSIDIARIES

SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS

YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999

	Balance at						Balance
	beginning						at end
	of year		Additions		Deductions		of year
Year ended December 31, 2001
Allowance for doubtful accounts	$	12,092,712	$	10,425,245	$	15,463,511	$	7,054,446
Year ended December 31, 2000
Allowance for doubtful accounts	$	9,220,753	$	9,662,685	$	6,790,726	$	12,092,712
Year ended December 31, 1999
Allowance for doubtful accounts	$	8,373,672	$	9,744,245	$	8,897,164	$	9,220,753

48

EXHIBIT INDEX

EXHIBIT NO.	DOCUMENT DESCRIPTION	PAGE NO.
10.17(v)	Fourth Amendment to Loan Agreement dated as of February 13, 2002 among Diebold, Incorporated, the Subsidiary Borrowers, the Lenders and Bank One, Michigan as Agent		50
21	Subsidiaries of the Registrant		51
23	Consent of Independent Auditors		52
24	Power of Attorney		53

49 EX-10.17(V) 3 l93043aex10-17v.txt EX.10.17(V)--FOURTH AMENDMENT TO LOAN AGREEMENT EXHIBIT 10.17(v) FOURTH AMENDMENT TO LOAN AGREEMENT THIS FOURTH AMENDMENT TO LOAN AGREEMENT, dated as of February 13, 2002 (this "Amendment"), is among DIEBOLD, INCORPORATED, an Ohio corporation (the "Company"), the SUBSIDIARY BORROWERS (as defined in the Loan Agreement referred to below) (together with the Company, the "Borrowers"), the lenders set forth on the signature pages hereof (the "Lenders"), and BANK ONE, MICHIGAN, a Michigan banking corporation, as agent for the Lenders (in such capacity, the "Agent"). RECITALS A. The Borrowers, the Lenders party thereto and the Agent are parties to a Loan Agreement dated December 1, 1999, as amended (the "Loan Agreement"). B. The Borrowers desire to amend the Loan Agreement as set forth herein, and the Agent and the Lenders are willing to do so in accordance with the terms hereof. TERMS In consideration of the premises and of the mutual agreements herein contained, the parties agree as follows: ARTICLE I. AMENDMENTS. Upon fulfillment of the conditions set forth in Article III hereof, the Loan Agreement and the other Loan Documents shall be amended as follows: 1.1 Section 1.1 is amended as follows: (a) The definition of "Facility Termination Date" is restated as follows: "Facility Termination Date" means the earlier to occur of (a) February 12, 2003 or (b) the date on which the Revolving Credit Commitments are terminated pursuant to Article VIII. (b) The definition of "Total Debt" is amended by restating the clause at the end of such definition which was added pursuant to the Second Amendment as follows: "and Indebtedness consisting of avals by any of the Company's Subsidiaries for the benefit of, and with respect to obligations which are not classified as Indebtedness of, any of the Company's other Subsidiaries which are entered into in the ordinary course of business and consistent with standard business practices, shall not be considered part of Total Debt. 1.2 Section 2.4 is amended by adding the following to the end thereof: "The Aggregate U.S. Revolving Credit Commitments shall be automatically reduced, ratably among the U.S. Revolving Credit Commitments, by the amount of any Permitted Securitization Transaction facility entered into on or after 50 February 13, 2002 which, when aggregated with all other Permitted Securitization Transaction facilities entered into on or after February 13, 2002, exceeds $100,000,000, simultaneously with the closing of any such Permitted Securitization Transaction facility." 1.3 Reference in Section 2.16(a)(i)(A) to "$20,000,000" is deleted and "$30,000,000" is substituted in place thereof. 1.4 Reference in Section 2.16(a)(ii)(A) to "EUR10,000,000" is deleted and "EUR15,000,000" is substituted in place thereof. 1.5 Section 6.10(iii) is restated as follows: (iii) Any sale or other transfer of an interest in leases or lease receivables or accounts or notes receivables on a limited recourse basis, reasonably acceptable to the Agent, provided that (a) such sale or transfer qualifies as a sale under Agreement Accounting Principles, and (b) the aggregate outstanding amount of such financings in connection therewith shall not exceed the sum of the amount outstanding prior to February 13, 2002 plus $200,000,000 (any such sale or other transfer, a "Permitted Securitization Transaction"). 1.6 Reference in Section 6.11(iii) to "leases and lease receivables" shall be deleted and "leases and lease receivables and accounts and notes receivables" shall be substituted in place thereof. 1.7 Reference in Section 6.12 to "leases or lease receivables" shall be deleted and "leases or lease receivables or accounts or notes receivables" shall be substituted in place thereof. 1.8 Section 6.12 is amended by adding the following new clause (ix) to the end thereof: "(ix) Liens in favor of financial institutions against bank account deposits in foreign bank accounts at such financial institution granted in the ordinary course of business and consistent with standard business practices in such foreign jurisdiction, provided that such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company or its Subsidiaries." 1.9 Section 6.15 is amended by restating clause (ii) thereof as follows: "(ii) Indebtedness outstanding on the date of this Agreement, but no increase in the principal amount thereof, and Indebtedness consisting of avals by any of the Company's Subsidiaries for the benefit of, and with respect to obligations which are not classified as Indebtedness of, any of the Company's other Subsidiaries which are entered into in the ordinary course of business and consistent with standard business practices." 1.10 The following new Section 13.3.3 is added to the Loan Agreement: 13.3.3 (i) Notwithstanding anything to the contrary contained herein, any Lender (a "Designating Lender") may, with the prior written approval of the Company (which approval shall not be unreasonably withheld), grant to one or more special purpose funding vehicles (each, an "SPV", identified as such in writing from time to time by the Designating Lender to the Agent and the Company, the option to provide to a Borrower all or any part of any Loan that such Designating Lender would otherwise be obligated to make to such Borrower pursuant to this Agreement, provided that (A) nothing herein shall constitute a commitment by any SPV to make any Loan, (B) if any SPV elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Designating Lender shall be obligated to make such Loan pursuant to the terms hereof, (C) the Designating Lender shall remain liable for any indemnity or other payment obligation with respect to its Commitments hereunder and (D) the Borrowers shall not incur any additional costs or expenses as a result of any such grant by a Designated Lender to an SPV. The making of a Loan by an SPV hereunder shall utilize the relevant Commitment of the Designating Lender to the same extent, and as if, such Loan were made by such Designating Lender. (ii) As to any Loans or portion thereof made by it, each SPV shall have all the rights that a Lender making such Loans or portion thereof would have had under this Agreement; provided, however, that each SPV shall have granted to its Designating Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Agreement (and any related documents) and to exercise on such SPV's behalf, all of such SPV's voting rights under this Agreement. No additional Note shall be required to evidence the Loans or portion thereof made by an SPV; and the related Designating Lender shall be deemed to hold its Note as agent for such SPV to the extent of the Loans or portion thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its Designating Lender as agent for such SPV. (iii) Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Agreement for which a Lender would otherwise be liable. In furtherance of the foregoing, each party hereto hereby agrees (which agreements shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPV, it will not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement insolvency or liquidation proceedings under the laws of the United States or any State thereof. (iv) In addition, subject to Section 13.4, any SPV may, with the prior written approval of the Company (which approval shall not be unreasonably withheld), (A) at any time and without paying any processing fee therefor, assign or participate all or a portion of its interest in any Loans to the Designating Lender or to any financial institutions providing liquidity and/or credit support to or for the account of such SPV to support the funding or maintenance of Loans and (B) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements to such SPV. This 13.3.3 may not be amended without the written consent of any Designating Lender affected thereby. 1.11 (a) The Pricing Schedule attached as Exhibit A to the Loan Agreement is replaced with the Pricing Schedule attached as Exhibit A hereto, and (b) Schedule 1.1(a) attached to the Loan Agreement is replaced with Schedule 1.1(a) attached hereto. 1.12 Notwithstanding anything in this Amendment, the Loan Agreement or the other Loan Documents to the contrary: (a) Subject to paragraph (b) below, all outstandings under the Loan Agreement shall be re-allocated among Lenders, including the New Lender (as hereinafter defined), on February 13, 2002 to give effect to the new Commitment levels established hereunder, and the Agent and the Lenders, including the New Lender, hereby make all appropriate assignments, purchases, assumptions and adjustments among themselves on the date hereof to give effect to the new Commitment levels established hereunder per Schedule 1.1(a). It is understood and agreed that all assignments, purchases, assumptions and adjustments hereunder are made without recourse to the assignor Lender and are subject to Section 1.13 below. (b) In order to avoid the prepayment of Fixed Rate Advances that are existing prior to February 13, 2002 (the "Existing Fixed Rate Advances"), (i) only the Lenders other than the New Lender ( the "Original Lenders") shall continue to participate in the Existing Fixed Rate Advances until the end of their current Interest Periods, (ii) the outstandings as of February 13, 2002 that are acquired by the New Lender from the Original Lenders shall be limited to Floating Rate Advances, shared among the Lenders in accordance with their respective Commitment amounts, (iii) on and after February 13, 2002, all new Fixed Rate Advances, including any continuations or conversions thereof, shall be participated in by the New Lender, as well as the Original Lenders, in accordance with their respective Commitment amounts after giving effect to this Amendment and (iv) the Borrowers shall not be allowed to request any Advance that would cause any Lender's Advances to exceed any of such Lender's Commitments. If the Obligations are accelerated prior to the end of an Interest Period for any Existing Fixed Rate Advance, the New Lender shall purchase from the Original Lenders participations in the Existing Fixed Rate Advances outstanding as of the date of such acceleration such that all Existing Fixed Rate Advances are shared among the Lenders in accordance with their respective Commitment amounts. 1.13 Notwithstanding anything in the Loan Agreement to the contrary, PNC Bank, National Association (the "New Lender") is hereby added as a Lender to the Loan Agreement and shall for all purposes be a Lender party to the Loan Agreement and any other Loan Document executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Agreement and the other Loan Documents to the same extent as if it were an original party thereto. The New Lender hereby assumes an interest in and to all of the rights and obligations of a Lender under the Loan Agreement and the other Loan Documents as of the date hereof with Commitments equal to the amount set forth opposite its name on Schedule 1.1(a) hereto. Neither the Agent nor any of the Lenders: (a) makes any representation or warranty to the New Lender or assumes any responsibility to the New Lender with respect to any statements, warranties or representations made in or in connection with the Loan Agreement or the other Loan Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto, or the validity, enforceability, perfection, priority, condition, value or sufficiency of any collateral securing or purporting to secure the Loans or any mistake, error of judgment, or action taken or omitted to be taken in connection with the Loans or the Loan Documents; or (b) makes any representation or warranty or assumes any responsibility with respect to the financial condition of the Company or any of its Subsidiaries or the performance or observance by any Borrower or Guarantor of any of its obligations under the Loan Agreement, any other Loan Documents or any other instrument or document furnished pursuant thereto. The New Lender: (i) confirms that it has received a copy of the Loan Agreement and the other Loan Documents, together with copies of all financial statements and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agrees that it will, independently and without reliance upon the Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Agreement and the other Loan Documents; (iii) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Loan Agreement and the other Loan Documents as are delegated to the Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; (iv) agrees that it will perform in accordance with their terms all of the obligations that by the terms of the Loan Agreement and the other Loan Documents are required to be performed by it as a Lender and (v) makes all representations and warranties of an assignee/purchaser under the Notice of Assignment and Assignment forms attached to the Loan Agreement. The New Lender's address for notices is as set forth below its signature on this Amendment. ARTICLE II. REPRESENTATIONS. Each of the Borrowers represents and warrants to the Agent and the Lenders that: 2.1 The execution, delivery and performance of this Amendment are within its powers, have been duly authorized by existing board resolutions or other necessary corporate action and are not in contravention of any statute, law or regulation or of any terms of its Articles of Incorporation, Certificate of Incorporation or By-laws or other charter documents, or of any material agreement or undertaking to which it is a party or by which it is bound. 2.2 This Amendment is the legal, valid and binding obligation of it, enforceable against it in accordance with the terms hereof, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and by general principles of equity. 2.3 After giving effect to the amendments contained herein, the representations and warranties contained in Article V of the Loan Agreement are true on and as of the date hereof with the same force and effect as if made on and as of the date hereof, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall be true and correct on and as of such earlier date. 2.4 After giving effect to the amendments contained herein, no Default or Unmatured Default exists or has occurred and is continuing on the date hereof. ARTICLE III. CONDITIONS OF EFFECTIVENESS. This Amendment shall become effective as of the date hereof when each of the following conditions is satisfied: 3.1 The Borrowers, the Lenders, the Swing Lender and the Agent shall have signed this Amendment. 3.2 The Guarantors shall have signed the consent and agreement to this Amendment. 3.3 The Borrowers shall have paid such amendment fees to the Agent for the benefit of the Lenders in such amounts as separately agreed upon. ARTICLE IV. MISCELLANEOUS. 4.1 The Borrowers agree to pay an amendment fee to each Lender in an amount equal to three basis points on the Dollar Equivalent Amount of the aggregate amount of such Lender's Commitments, payable on the effective date of this Amendment. 4.2 References in the Loan Agreement or in any other Loan Document to the Loan Agreement shall be deemed to be references to the Loan Agreement as amended hereby and as further amended from time to time. 4.3 Except as expressly amended hereby, each of the Borrowers agrees that the Loan Agreement and the other Loan Documents are ratified and confirmed, as amended hereby, and shall remain in full force and effect in accordance with their terms and that they are not aware of any set off, counterclaim, defense or other claim or dispute with respect to any of the foregoing. Terms used but not defined herein shall have the respective meanings ascribed thereto in the Loan Agreement. This Amendment may be signed upon any number of counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument, and telecopied signatures shall be effective as originals. IN WITNESS WHEREOF, the parties signing this Amendment have caused this Amendment to be executed and delivered as of the day and year first above written. DIEBOLD, INCORPORATED By: /s/ Gregory T. Geswein Title: Senior Vice President & CFO DIEBOLD INTERNATIONAL LIMITED By: /s/ Timothy J. McDannold Title: Designated Financial Officer DIEBOLD SELF-SERVICE SOLUTIONS S.a.r.l., GRANGES-PACCOT By: /s/Timothy J. McDannold Title: Designated Financial Officer DIEBOLD AUSTRALIA PTY LTD By: /s/Timothy J. McDannold Title: Designated Financial Officer DIEBOLD GLOBAL FINANCE CENTRE LIMITED By: /s/Timothy J. McDannold Title: Designated Financial Officer BANK ONE, MICHIGAN, as Agent, Swing Lender, Issuer and Lender By: /s/Glenn A. Currin Title: Director KEYBANK NATIONAL ASSOCIATION By: /s/Daniel W. Lally Title: Assistant Vice President NATIONAL CITY BANK By: /s/William R. McDonnell Title: Vice President ABN AMRO BANK N.V. By: /s/Thomas Comfort Title: Senior Vice President By: /s/Terrence J. Ward Title: Group Vice President BANK OF AMERICA, N.A. By: /s/Philip Potter Title: Vice President THE CHASE MANHATTAN BANK By: /s/Henry W. Centa Title: Vice President THE BANK OF NEW YORK By: /s/Kenneth R. McDonnell Title: Assistant Vice President FIRSTAR BANK By: /s/David Dannemiller Title: Vice President HSBC BANK USA By: /s/Cynthia M. Niesen Title: First Vice President THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND By: /s/Edward Nagee Title: Director By: /s/Paul Clarke Title: Senior Manager PNC BANK, NATIONAL ASSOCIATION By: /s/Joseph G. Moran Title: Vice President CONSENT AND AGREEMENT As of the date and year first above written, each of the undersigned hereby: (a) fully consents to the terms and provisions of the above Amendment and the consummation of the transactions contemplated thereby; (b) agrees that the Guaranty to which it is a party and each other Loan Document to which it is a party are hereby ratified and confirmed and shall remain in full force and effect, acknowledges and agrees that it has no setoff, counterclaim, defense or other claim or dispute with respect the Guaranty to which it is a party and each other Loan Document to which it is a party; and (c) represents and warrants to the Agent and the Lenders that the execution, delivery and performance of this Consent and Agreement are within its powers, have been duly authorized and are not in contravention of any statute, law or regulation or of any terms of its organizational documents or of any material agreement or undertaking to which it is a party or by which it is bound, and this Consent and Agreement is the legal, valid and binding obligations of it, enforceable against it in accordance with the terms hereof and thereof. Terms used but not defined herein shall have the respective meanings ascribed thereto in the Loan Agreement. DIEBOLD INVESTMENT COMPANY By: /s/Margaret Pulgini Title: VP/Treasurer DIEBOLD FINANCE COMPANY, INC. By: /s/Margaret Pulgini Title: VP/Treasurer DIEBOLD CREDIT CORPORATION By: /s/Charee Francis-Vogelsang Title: Vice President and Secretary DIEBOLD SST HOLDING COMPANY, INC. By: /s/Charee Francis-Vogelsang Title: Vice President and Secretary DIEBOLD SELF-SERVICE SYSTEMS By: /s/Charee Francis-Vogelsang Title: Secretary DIEBOLD HOLDING COMPANY, INC. By: /s/Charee Francis-Vogelsang Title: Assistant Secretary DIEBOLD MEXICO HOLDING COMPANY, INC. By: /s/Charee Francis-Vogelsang Title: Secretary DIEBOLD LATIN AMERICA HOLDING COMPANY, INC. By: /s/Charee Francis-Vogelsang Title: Secretary EXHIBIT A PRICING SCHEDULE The Applicable Margin for Floating Rate Loans, Eurodollar Loans and Multicurrency Loans, the Facility Fee payable pursuant to Section 2.5 and the Letter of Credit Fee payable pursuant to Section 2.15.6 shall, subject to the last sentence of this Exhibit A, be determined in accordance with the Pricing Matrix set forth below based on the Company's Total Net Debt to Capitalization Ratio in effect from time to time. Pricing Matrix (in basis points)

- ------------------------------------------------------------------------------------------------------------------------ Applicable Eurodollar/ Floating Rate Eurocurrency Margin for Margin for Revolving Credit Loans, Total Net Debt to Revolving Multicurrency Loans and Level Capitalization Ratio Facility Fee Credit Loans Letter of Credit Fees - ------------------------------------------------------------------------------------------------------------------------ I < 25% 8.0 b.p. 0.0 b.p. 37.0 b.p. - ------------------------------------------------------------------------------------------------------------------------ II > 25% but < 35% 10.0 b.p. 0.0 b.p. 45.0 b.p. - - ------------------------------------------------------------------------------------------------------------------------ III > 35% but < 45% 15.0 b.p. 0.0 b.p. 55.0 b.p. - - ------------------------------------------------------------------------------------------------------------------------ IV > 45% 20.0 b.p. 0.0 b.p. 75.0 b.p. - - ------------------------------------------------------------------------------------------------------------------------

If the Aggregate Total Outstandings of all Lenders equals or exceeds 33% of the Aggregate Commitments of all Lenders, the Eurodollar, Eurocurrency and Letter of Credit Fee Applicable Margin will increase by 10 basis points at every level on the Pricing Matrix. Such Applicable Margin shall be determined in accordance with the foregoing Pricing Matrix based on the Company's level as reflected in the most recent financial statements of the Company delivered pursuant to Section 6.1(i) and (ii) of the Loan Agreement. Adjustments, if any, to the Applicable Margin shall be effective 50 days after the end of each of the first three fiscal quarters of each fiscal year of the Company and 95 days after the end of each fiscal year of the Company, commencing with the first such day after the Effective Date. If the Borrower fails to deliver the financials statements required pursuant to Section 6.1(i) or (ii) at the time required or any other Default has occurred and is continuing, then the Applicable Margin shall be the highest Applicable Margin set forth in the foregoing Pricing Matrix until such Default is cured or waived under the Agreement. Notwithstanding the foregoing, the Applicable Margin for the period from and including February 13, 2002 until it shall be adjusted for the first time after February 13, 2002 shall be the Level I Applicable Margin described above. SCHEDULE 1.1(a) COMMITMENTS

TITLE U.S. DOLLARS EUROS ----- ------------ ----- Bank One, Michigan Administrative Agent $28,000,000 E22,000,000 (14%) (14.66667%) Key Bank National Association Co-Syndication Agent $26,000,000 E16,000,000 (13%) (10.66667%) National City Bank Co-Syndication Agent $23,000,000 E18,000,000 (11.5%) (12%) ABN Amro Bank, N.V. Documentation Agent $25,000,000 E15,000,000 (12.5%) (10%) The Chase Manhattan Bank $18,000,000 E12,000,000 (9%) (8%) The Bank of New York $18,000,000 E12,000,000 (9%) (8%) Bank of America, N.A. $18,000,000 E12,000,000 (9%) (8%) Firstar Bank $15,000,000 E10,000,000 (7.5%) (6.66667%) PNC Bank, National Association $15,000,000 E10,000,000 (7.5%) (6.66667%) HSBC Bank USA $14,000,000 E11,000,000 (7%) (7.33333%) The Governor and Company of the Bank of Ireland $0 E12,000,000 (0%) (8%) TOTAL $200,000,000 E150,000,000 ============ =============

DETROIT 7-3312 639364-13 EX-21 4 l93043aex21.txt EX.21--LIST OF SUBSIDIARIES EXHIBIT 21 LIST OF SIGNIFICANT SUBSIDIARIES The following are the subsidiaries of the Registrant included in the Registrant's consolidated financial statements at December 31, 2001. Other subsidiaries are not listed because such subsidiaries are inactive. Subsidiaries are listed alphabetically under either the domestic or international categories.

Jurisdiction under Percent of voting securities Domestic which organized owned by Registrant - -------- --------------- ------------------- ATM Finance, Inc. Ohio 100% Central Security Systems, Inc. Hawaii 100% DBD Investment Management Company Delaware 100% Diebold Australia Holding Company, Inc. Delaware 100% Diebold China Security Holding Company, Inc. Delaware 100% Diebold Credit Corporation Delaware 100% Diebold Finance Company, Inc. Delaware 100% (1) Diebold Foreign Sales Corporation St. Thomas, U.S. Virgin Islands 100% (1) Diebold Holding Company, Inc. Delaware 100% Diebold Investment Company Delaware 100% Diebold Latin America Holding Company, Inc. Delaware 100% Diebold Mexico Holding Company, Inc. Delaware 100% Diebold Midwest Manufacturing, Inc. Delaware 100% Diebold of Nevada, Inc. Nevada 100% Diebold Self-Service Systems New York 100% (2) Diebold Southeast Manufacturing, Inc. Delaware 100% (3) Diebold SST Holding Company, Inc. Delaware 100% Diebold Texas, Incorporated Texas 100% Diebold Transaction Services, Inc. Delaware 100% Griffin Technology Incorporated New York 100% InterBold Technologies, Inc. Delaware 100% (4) Mayfair Software Distribution, Inc. Delaware 100% Nexus Software, Incorporated Delaware 100% Pioneer Systems, Inc. Pennsylvania 100% R. D. Products, Inc. New York 100% (5) VDM Holding Company, Inc. Delaware 100% Verdi & Associates, Inc. New York 100%

(1) 100% of voting securities are owned by Diebold Investment Company which is 100% owned by the Registrant. (2) 70% of partnership interest is owned by Diebold Holding Company, Inc., which is 100% owned by the Registrant and 30% is owned by Diebold SST Holding Company, Inc., which is 100% owned by the Registrant. (3) 100% of voting securities are owned by Diebold Midwest Manufacturing, Inc., which is 100% owned by the Registrant. (4) 100% of voting securities are owned by Diebold Self-Service Systems, which is 70% owned by Diebold Holding Company, Inc. and 30% owned by Diebold SST Holding Company, Inc., which are 100% owned by the Registrant. (5) 100% of voting securities are owned by Griffin Technology Incorporated which is 100% owned by the Registrant. 51 EXHIBIT 21 LIST OF SIGNIFICANT SUBSIDIARIES (CONTINUED)

Jurisdiction under Percent of voting securities International which organized owned by Registrant - ------------- --------------- ------------------- Cable Print N.V. Belgium 100% China Diebold Financial Equipment Company LTD. Peoples Republic of China 78% DBD Asset Management S.A. de C.V. Mexico 100% (6) DCHC, S.A. Panama 100% (17) Diebold ATM Cihazlari Sanayi Ve Ticaret A.S. Turkey 100% (22) Diebold Argentina, S.A. Argentina 100% (17) Diebold Australia Pty. Ltd. Australia 100% (7) Diebold Belgium S.P.R.L. Belgium 100% (26) Diebold Brasil LTDA Brazil 100% (17) Diebold Colombia S.A. Colombia 55% (20) The Diebold Company of Canada Limited Canada 100% Diebold Denmark A.p.S. Denmark 100% (9) Diebold EMEA B.V. Netherlands 100% Diebold EMEA Processing Centre Limited United Kingdom 100% Diebold Estonia O.U. Estonia 100% Diebold France SARL France 100% (9) Diebold Germany GmbH Germany 100% (9) Diebold HMA Private Limited India 50% Diebold Hungary Ltd. Hungary 100% (9) Diebold International Limited United Kingdom 100% (9) Diebold Italy S.r.l. Italy 100% (19) Diebold Mexico, S.A. de C.V. Mexico 100% (8) Diebold Netherlands B.V. Netherlands 100% (9) Diebold OLTP Systems, A.V.V. Aruba, Dutch West Indies 50% Diebold OLTP Systems, C.A. Venezuela 50% (15) Diebold Pacific, Limited Hong Kong 100% Diebold Panama, Inc. Panama 100% (17) Diebold Paraguay S.A. Paraguay 100% (17) Diebold Poland S.p. z.o.o. Poland 100% (9) Diebold Portugal - Solucoes Informaticas, S.A. Portugal 100% (21) Diebold (Romania) S.R.L. Romania 100% Diebold Safetell International Security Limited Australia 100% (11) Diebold Security and Services Pty. Australia 100% (11) Diebold Osterreich Selbstbedienungssysteme GmbH Austria 100% (9) Diebold Selbstbedienyngssysteme (Schweiz) GmbH Switzerland 100% (9) Diebold Self Service Solutions Limited Liability Company Switzerland 100% Diebold Self Service Solutions Namibia (Pty) Ltd. Namibia 100% (25) Diebold Services S.A. France 51% Diebold Singapore Pte. Ltd Singapore 100%

EXHIBIT 21 LIST OF SIGNIFICANT SUBSIDIARIES (CONTINUED)

Jurisdiction under Percent of voting securities International which organized owned by Registrant - ------------- --------------- ------------------- Diebold South Africa (PTY) LTD South Africa 100% Diebold Spain, S.L. Spain 100% (9) Diebold (Thailand) Company Limited Thailand 100% Diebold Uruguay S.A. Uruguay 100% (17) DPB S.A. Argentina 100% (17) DSSS Panama, S.A. Panama 55% (16) InterBold Singapore Pte Ltd Singapore 100% (10) Mecaf Impressoras S.A. Brazil 100% (18) Nexus Software UK LTD. United Kingdom 100% (14) P.T. Getronics Indonesia Indonesia 100% Procomp Amazonia Industria Eletronica S.A. Brazil 100% (18) Procomp Comercio e Servicos LTDA Brazil 100% (18) Procomp Industria Eletronica S.A. Brazil 100% (18) RLM Monitoring Pty. Ltd. Australia 100% (11) Safequip Automated Systems Pty. Ltd. Australia 50% (12) Safetell Cash Handling Pty. Ltd. Australia 100% (13) Safetell International Services Pty. Ltd. Australia 100% (13) Siab (HK) Limited Hong Kong 100% (4) Shanghai Diebold King Safe Company, Limited China 50% (24) Shanghai Diebold Security Products Company, Limited China 50% (24) Siab S.A. France 100% Starbuck Computer Empire, A.V.V. Aruba, Dutch West Indies 50% Tecron Security Pty. Ltd. Australia 70% (23)

(6) 100% of voting securities are owned by Diebold Mexico Holding Company, Inc., which is 100% owned by the Registrant. (7) 100% of voting securities are owned by Diebold Australia Holding Company, Inc. which is 100% owned by the Registrant. (8) 100% of voting securities are owned by Diebold Mexico Holding Company, Inc. which is 100% owned by the Registrant. (9) 100% of voting securities are owned by Diebold Self-Service Solutions Limited Liability Company which is 100% owned by the Registrant. (10) 100% of voting securities are owned by Siab (HK) Limited, which is 100% owned by Diebold Self-Service Systems which is 70% owned by Diebold Holding Company, Inc. and 30% owned by Diebold SST Holding Company, Inc., which are 100% owned by the Registrant. (11) 100% of voting securities are owned by Diebold Australia Pty. Ltd., which is 100% owned by Diebold Australia Holding Company, Inc., which is 100% owned by the Registrant. (12) 50% of voting securities are owned by Safetell Cash Handling Pty. Ltd., which is 100% owned by Diebold Safetell International Security Limited, which is 100% owned by Diebold Australia Pty. Ltd., which is 100% owned by Diebold Australia Holding Company, Inc. which is 100% owned by the Registrant. (13) 100% of voting securities are owned by Diebold Safetell International Security Limited, which is 100% owned by Diebold Australia Pty. Ltd., which is 100% owned by Diebold Australia Holding Company, Inc. which is 100% owned by the Registrant. (14) 100% of voting securities are owned by Nexus Software, Incorporated, which is 100% owned by the Registrant. (15) 50% of voting securities are owned by Diebold Latin America Holding Company, Inc., which is 100% owned by the Registrant. (16) 55% of voting securities are owned by Diebold Latin America Holding Company, Inc., which is 100% owned by the Registrant. EXHIBIT 21 LIST OF SIGNIFICANT SUBSIDIARIES (CONTINUED) (17) 100% of voting securities are owned by Diebold Latin America Holding Company, Inc., which is 100% owned by the Registrant. (18) 100% of voting securities are owned by Diebold Brasil LTDA, which is 100% owned by Diebold Latin America Holding Company, Inc., which is 100% owned by the Registrant. (19) 90% of voting securities are owned by the Registrant, while 10% of the voting securities are owned by Diebold Holding Company which is 100% owned by Diebold Self Service Solutions Limited Liability Company, which is 100% owned by the Registrant. (20) 21.44% of voting securities are owned by Diebold Latin America Holding Company, Inc., 16.78 % of voting securities are owned by Diebold Panama, Inc. which is 100% owned by Diebold Latin America Holding Company, Inc., 16.78% of voting securities are owned by DCHC SA, which is 100% owned by Diebold Latin America Holding Company, Inc., which is 100% owned by the Registrant. (21) 1% of voting securities are owned by the Registrant, while 99% of the voting securities are owned by Diebold Self Service Solutions Limited Liability Company, which is 100% owned by the Registrant. (22) 50% of voting securities are owned by Diebold Netherlands B.V., 50% of voting securities are owned by Diebold Denmark A.p.S., both of which are 100% owned by Diebold Self Service Solutions Limited Liability Company which is 100% owned by the Registrant. (23) 70% of voting securities are owned by Diebold Australia Pty. Ltd., which is owned 100% by Diebold Australia Holding Company, Inc. which is 100% owned by Registrant. (24) 50% of voting securities owned by Diebold China Security Holding Company, Inc., which is 100% owned by Registrant. (25) 100% of voting securities are owned by Diebold South Africa (Pty) Ltd. which is 100% owned by the Registrant. (26) 10% of voting securities are owned by Diebold Selbstbedienungssysteme GmbH which is owned 100% by Diebold Self Service Solutions Limited Liability Company; 90% of voting securities are owned by Diebold Self Service Solutions Limited Liability Company which is 100% owned by Registrant. EX-23 5 l93043aex23.txt EX.23--CONSENT OF INDEPENDENT AUDITORS EXHIBIT 23 CONSENT OF INDEPENDENT AUDITORS The Board of Directors Diebold, Incorporated: We consent to the incorporation by reference in the registration statements (Nos. 33-32960, 33-39988, 33-55452, 33-54677, 33-54675, 333-32187, 333-31993 and 333-60578) on Form S-8 of Diebold, Incorporated of our report dated January 23, 2002 with respect to the consolidated balance sheets of Diebold, Incorporated and subsidiaries as of December 31, 2001 and 2000, and the related consolidated statements of income, shareholders' equity, and cash flows for each of the years in the three-year period ended December 31, 2001, and related financial statement schedule, which report appears in the December 31, 2001 annual report on Form 10-K of Diebold, Incorporated. /s/KPMG LLP KPMG LLP Cleveland, Ohio March 18, 2002 52 EX-24 6 l93043aex24.txt EX.24--POWER OF ATTORNEY EXHIBIT 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, That the undersigned directors of Diebold, Incorporated, a corporation organized and existing under the laws of the State of Ohio, do for themselves and not for another, constitute and appoint Warren W. Dettinger, Charee Francis-Vogelsang, Gregory T. Geswein, or any one of them, a true and lawful attorney in fact in their names, place and stead, to sign their names to the report on Form 10-K for the year ended December 31, 2001, or to any and all amendments to such reports, and to cause the same to be filed with the Securities and Exchange Commission; it being intended to give and grant unto said attorneys in fact and each of them full power and authority to do and perform any act and thing necessary and proper to be done in the premises as fully and to all intents and purposes as the undersigned by themselves could do if personally present. The undersigned directors ratify and confirm all that said attorneys in fact or either of them shall lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned have hereunto set their hands as of the date set opposite their signature. 53 Signed in the presence of: SIGNATURE DATE /s/Charee Francis-Vogelsang /s/Donald R. Gant March 15, 2002 Donald R. Gant, Director /s/Charee Francis-Vogelsang /s/Phillip B. Lassiter March 15, 2002 Phillip B. Lassiter, Director /s/Charee Francis-Vogelsang /s/John N. Lauer March 15, 2002 John N. Lauer, Director /s/Charee Francis-Vogelsang /s/William F. Massy March 15, 2002 William F. Massy, Director /s/Charee Francis-Vogelsang /s/Eric J. Roorda March 15, 2002 Eric J. Roorda, Director 10-K405 7 l93043ae10-k405_pdf.pdf PDF COURTESY COPY begin 644 l93043ae10-k405_pdf.pdf M)5!$1BTQ+C(-)>+CS],-"C$W,B`P(&]B:@T\/"`-+TQI;F5A-ZE9@39DJ2$M\.'NID"[/BK?04-^(5]+#8>+;YJ!#/FA*ICR+-W3(W M;("*CYOQ0R0>*4[LSY$5G!"D/9]M0^%$KN<;-\BD..U\D\,N*;"N6IKC1+-@ MVO.#:SI.!'KVY<@Y'2DJOG'#2T6BZ[CC>H@Z)<5)/M4)#X^Y:,\[=@#9`$[! 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M7!E("]086=E')E9@TP(#$W,B`-,#`P,#`P,#`P,"`V M-34S-2!F#0HP,#`P,#(V-S')E9@TQ-S,-)25%3T8- ` end -----END PRIVACY-ENHANCED MESSAGE-----

EX-10.17(V)

                                                                EXHIBIT 10.17(v)
                       FOURTH AMENDMENT TO LOAN AGREEMENT

               THIS FOURTH AMENDMENT TO LOAN AGREEMENT, dated as of February 13,
2002 (this "Amendment"), is among DIEBOLD, INCORPORATED, an Ohio corporation
(the "Company"), the SUBSIDIARY BORROWERS (as defined in the Loan Agreement
referred to below) (together with the Company, the "Borrowers"), the lenders set
forth on the signature pages hereof (the "Lenders"), and BANK ONE, MICHIGAN, a
Michigan banking corporation, as agent for the Lenders (in such capacity, the
"Agent").

                                    RECITALS

               A.     The Borrowers, the Lenders party thereto and the Agent are
parties to a Loan Agreement dated December 1, 1999, as amended (the "Loan
Agreement").


               B.     The Borrowers desire to amend the Loan Agreement as set
forth herein, and the Agent and the Lenders are willing to do so in accordance
with the terms hereof.


                                      TERMS


               In consideration of the premises and of the mutual agreements
herein contained, the parties agree as follows:

               ARTICLE I.  AMENDMENTS.  Upon fulfillment of the conditions set
forth in Article III hereof, the Loan Agreement and the other Loan Documents
shall be amended as follows:

        1.1    Section 1.1 is amended as follows:

        (a)    The definition of "Facility Termination Date" is restated as
               follows:


               "Facility Termination Date" means the earlier to occur of (a)
        February 12, 2003 or (b) the date on which the Revolving Credit
        Commitments are terminated pursuant to Article VIII.

        (b)    The definition of "Total Debt" is amended by restating the
clause at the end of such definition which was added pursuant to the Second
Amendment as follows:

        "and Indebtedness consisting of avals by any of the Company's
        Subsidiaries for the benefit of, and with respect to obligations which
        are not classified as Indebtedness of, any of the Company's other
        Subsidiaries which are entered into in the ordinary course of business
        and consistent with standard business practices, shall not be considered
        part of Total Debt.


        1.2    Section 2.4 is amended by adding the following to the end
thereof: "The Aggregate U.S. Revolving Credit Commitments shall be automatically
reduced, ratably among the U.S. Revolving Credit Commitments, by the amount of
any Permitted Securitization Transaction facility entered into on or after

                                       50





February 13, 2002 which, when aggregated with all other Permitted Securitization
Transaction facilities entered into on or after February 13, 2002, exceeds
$100,000,000, simultaneously with the closing of any such Permitted
Securitization Transaction facility."


        1.3    Reference in Section 2.16(a)(i)(A) to "$20,000,000" is deleted
and "$30,000,000" is substituted in place thereof.


        1.4    Reference in Section 2.16(a)(ii)(A) to "EUR10,000,000" is
deleted and "EUR15,000,000" is substituted in place thereof.


        1.5    Section 6.10(iii) is restated as follows:

               (iii) Any sale or other transfer of an interest in leases or
               lease receivables or accounts or notes receivables on a limited
               recourse basis, reasonably acceptable to the Agent, provided that
               (a) such sale or transfer qualifies as a sale under Agreement
               Accounting Principles, and (b) the aggregate outstanding amount
               of such financings in connection therewith shall not exceed the
               sum of the amount outstanding prior to February 13, 2002 plus
               $200,000,000 (any such sale or other transfer, a "Permitted
               Securitization Transaction").


        1.6    Reference in Section 6.11(iii) to "leases and lease receivables"
shall be deleted and "leases and lease receivables and accounts and notes
receivables" shall be substituted in place thereof.


        1.7    Reference in Section 6.12 to "leases or lease receivables" shall
be deleted and "leases or lease receivables or accounts or notes receivables"
shall be substituted in place thereof.


        1.8    Section 6.12 is amended by adding the following new clause (ix)
to the end thereof: "(ix) Liens in favor of financial institutions against bank
account deposits in foreign bank accounts at such financial institution granted
in the ordinary course of business and consistent with standard business
practices in such foreign jurisdiction, provided that such deposit account is
not a dedicated cash collateral account and is not subject to restrictions
against access by the Company or its Subsidiaries."


        1.9    Section 6.15 is amended by restating clause (ii) thereof as
follows: "(ii) Indebtedness outstanding on the date of this Agreement, but no
increase in the principal amount thereof, and Indebtedness consisting of avals
by any of the Company's Subsidiaries for the benefit of, and with respect to
obligations which are not classified as Indebtedness of, any of the Company's
other Subsidiaries which are entered into in the ordinary course of business and
consistent with standard business practices."


        1.10   The following new Section 13.3.3 is added to the Loan Agreement:

        13.3.3 (i)    Notwithstanding anything to the contrary contained
herein, any Lender (a "Designating Lender") may, with the prior written approval
of the Company (which approval shall not be unreasonably withheld), grant to one
or more special purpose funding vehicles (each, an "SPV", identified




as such in writing from time to time by the Designating Lender to the Agent and
the Company, the option to provide to a Borrower all or any part of any Loan
that such Designating Lender would otherwise be obligated to make to such
Borrower pursuant to this Agreement, provided that (A) nothing herein shall
constitute a commitment by any SPV to make any Loan, (B) if any SPV elects not
to exercise such option or otherwise fails to provide all or any part of such
Loan, the Designating Lender shall be obligated to make such Loan pursuant to
the terms hereof, (C) the Designating Lender shall remain liable for any
indemnity or other payment obligation with respect to its Commitments hereunder
and (D) the Borrowers shall not incur any additional costs or expenses as a
result of any such grant by a Designated Lender to an SPV. The making of a Loan
by an SPV hereunder shall utilize the relevant Commitment of the Designating
Lender to the same extent, and as if, such Loan were made by such Designating
Lender.

        (ii)   As to any Loans or portion thereof made by it, each SPV shall
have all the rights that a Lender making such Loans or portion thereof would
have had under this Agreement; provided, however, that each SPV shall have
granted to its Designating Lender an irrevocable power of attorney, to deliver
and receive all communications and notices under this Agreement (and any related
documents) and to exercise on such SPV's behalf, all of such SPV's voting rights
under this Agreement. No additional Note shall be required to evidence the Loans
or portion thereof made by an SPV; and the related Designating Lender shall be
deemed to hold its Note as agent for such SPV to the extent of the Loans or
portion thereof funded by such SPV. In addition, any payments for the account of
any SPV shall be paid to its Designating Lender as agent for such SPV.

        (iii)  Each party hereto hereby agrees that no SPV shall be liable for
any indemnity or payment under this Agreement for which a Lender would otherwise
be liable. In furtherance of the foregoing, each party hereto hereby agrees
(which agreements shall survive the termination of this Agreement) that, prior
to the date that is one year and one day after the payment in full of all
outstanding commercial paper or other senior indebtedness of any SPV, it will
not institute against, or join any other person in instituting against, such SPV
any bankruptcy, reorganization, arrangement insolvency or liquidation
proceedings under the laws of the United States or any State thereof.

        (iv)   In addition, subject to Section 13.4, any SPV may, with the prior
written approval of the Company (which approval shall not be unreasonably
withheld), (A) at any time and without paying any processing fee therefor,
assign or participate all or a portion of its interest in any Loans to the
Designating Lender or to any financial institutions providing liquidity and/or
credit support to or for the account of such SPV to support the funding or
maintenance of Loans and (B) disclose on a confidential basis any non-public
information relating to its Loans to any rating agency, commercial paper dealer
or provider of any surety, guarantee or credit or liquidity enhancements to such
SPV. This 13.3.3 may not be amended without the written consent of any
Designating Lender affected thereby.


        1.11   (a) The Pricing Schedule attached as Exhibit A to the Loan
Agreement is replaced with the Pricing Schedule attached as Exhibit A hereto,
and (b) Schedule 1.1(a) attached to the Loan Agreement is replaced with Schedule
1.1(a) attached hereto.


        1.12   Notwithstanding anything in this Amendment, the Loan Agreement or
the other Loan Documents to the contrary:

        (a)    Subject to paragraph (b) below, all outstandings under the Loan
Agreement shall be re-allocated among Lenders, including the New Lender (as
hereinafter defined), on February 13, 2002 to give effect to the new Commitment
levels established hereunder, and the Agent and the Lenders, including the New
Lender, hereby make all appropriate assignments, purchases, assumptions and
adjustments among themselves on the


date hereof to give effect to the new Commitment levels established hereunder
per Schedule 1.1(a). It is understood and agreed that all assignments,
purchases, assumptions and adjustments hereunder are made without recourse to
the assignor Lender and are subject to Section 1.13 below.

        (b)    In order to avoid the prepayment of Fixed Rate Advances that are
existing prior to February 13, 2002 (the "Existing Fixed Rate Advances"), (i)
only the Lenders other than the New Lender ( the "Original Lenders") shall
continue to participate in the Existing Fixed Rate Advances until the end of
their current Interest Periods, (ii) the outstandings as of February 13, 2002
that are acquired by the New Lender from the Original Lenders shall be limited
to Floating Rate Advances, shared among the Lenders in accordance with their
respective Commitment amounts, (iii) on and after February 13, 2002, all new
Fixed Rate Advances, including any continuations or conversions thereof, shall
be participated in by the New Lender, as well as the Original Lenders, in
accordance with their respective Commitment amounts after giving effect to this
Amendment and (iv) the Borrowers shall not be allowed to request any Advance
that would cause any Lender's Advances to exceed any of such Lender's
Commitments. If the Obligations are accelerated prior to the end of an Interest
Period for any Existing Fixed Rate Advance, the New Lender shall purchase from
the Original Lenders participations in the Existing Fixed Rate Advances
outstanding as of the date of such acceleration such that all Existing Fixed
Rate Advances are shared among the Lenders in accordance with their respective
Commitment amounts.


        1.13   Notwithstanding anything in the Loan Agreement to the contrary,
PNC Bank, National Association (the "New Lender") is hereby added as a Lender to
the Loan Agreement and shall for all purposes be a Lender party to the Loan
Agreement and any other Loan Document executed by the Lenders and shall have all
the rights and obligations of a Lender under the Loan Agreement and the other
Loan Documents to the same extent as if it were an original party thereto. The
New Lender hereby assumes an interest in and to all of the rights and
obligations of a Lender under the Loan Agreement and the other Loan Documents as
of the date hereof with Commitments equal to the amount set forth opposite its
name on Schedule 1.1(a) hereto. Neither the Agent nor any of the Lenders: (a)
makes any representation or warranty to the New Lender or assumes any
responsibility to the New Lender with respect to any statements, warranties or
representations made in or in connection with the Loan Agreement or the other
Loan Documents or the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Loan Agreement, any other Loan Document
or any other instrument or document furnished pursuant thereto, or the validity,
enforceability, perfection, priority, condition, value or sufficiency of any
collateral securing or purporting to secure the Loans or any mistake, error of
judgment, or action taken or omitted to be taken in connection with the Loans or
the Loan Documents; or (b) makes any representation or warranty or assumes any
responsibility with respect to the financial condition of the Company or any of
its Subsidiaries or the performance or observance by any Borrower or Guarantor
of any of its obligations under the Loan Agreement, any other Loan Documents or
any other instrument or document furnished pursuant thereto. The New Lender: (i)
confirms that it has received a copy of the Loan Agreement and the other Loan
Documents, together with copies of all financial statements and such other
documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into this Amendment; (ii) agrees that it will,
independently and without reliance upon the Agent or any other Lender and based
on such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under
the Loan Agreement and the other Loan Documents; (iii) appoints and authorizes
the Agent to take such action as agent on its behalf and to exercise such powers
and discretion under the Loan Agreement and the other Loan Documents as are
delegated to the Agent by the terms thereof, together with such powers and
discretion as are reasonably incidental thereto; (iv) agrees that it will
perform in accordance with their terms all of the obligations that by the terms
of the Loan Agreement and the other Loan Documents are required to be performed
by it as a Lender and (v) makes all representations and warranties of an
assignee/purchaser under the Notice of Assignment and Assignment forms attached
to


the Loan Agreement. The New Lender's address for notices is as set forth below
its signature on this Amendment.


        ARTICLE II.  REPRESENTATIONS.  Each of the Borrowers represents and
warrants to the Agent and the Lenders that:

        2.1    The execution, delivery and performance of this Amendment are
within its powers, have been duly authorized by existing board resolutions or
other necessary corporate action and are not in contravention of any statute,
law or regulation or of any terms of its Articles of Incorporation, Certificate
of Incorporation or By-laws or other charter documents, or of any material
agreement or undertaking to which it is a party or by which it is bound.

        2.2    This Amendment is the legal, valid and binding obligation of it,
enforceable against it in accordance with the terms hereof, except as
enforceability may be limited by bankruptcy, insolvency or similar laws
affecting the enforcement of creditors' rights generally and by general
principles of equity.

        2.3    After giving effect to the amendments contained herein, the
representations and warranties contained in Article V of the Loan Agreement are
true on and as of the date hereof with the same force and effect as if made on
and as of the date hereof, except to the extent any such representation or
warranty is stated to relate solely to an earlier date, in which case such
representation or warranty shall be true and correct on and as of such earlier
date.

        2.4    After giving effect to the amendments contained herein, no
Default or Unmatured Default exists or has occurred and is continuing on the
date hereof.


        ARTICLE III.  CONDITIONS OF EFFECTIVENESS.  This Amendment shall become
effective as of the date hereof when each of the following conditions is
satisfied:

        3.1    The Borrowers, the Lenders, the Swing Lender and the Agent shall
have signed this Amendment.

        3.2    The Guarantors shall have signed the consent and agreement to
this Amendment.

        3.3    The Borrowers shall have paid such amendment fees to the Agent
for the benefit of the Lenders in such amounts as separately agreed upon.


        ARTICLE IV.  MISCELLANEOUS.

        4.1    The Borrowers agree to pay an amendment fee to each Lender in an
amount equal to three basis points on the Dollar Equivalent Amount of the
aggregate amount of such Lender's Commitments, payable on the effective date of
this Amendment.

        4.2    References in the Loan Agreement or in any other Loan Document to
the Loan Agreement shall be deemed to be references to the Loan Agreement as
amended hereby and as further amended from time to time.

        4.3    Except as expressly amended hereby, each of the Borrowers agrees
that the Loan Agreement and the other Loan Documents are ratified and confirmed,
as amended hereby, and shall remain in full force


and effect in accordance with their terms and that they are not aware of any set
off, counterclaim, defense or other claim or dispute with respect to any of the
foregoing. Terms used but not defined herein shall have the respective meanings
ascribed thereto in the Loan Agreement. This Amendment may be signed upon any
number of counterparts with the same effect as if the signatures thereto and
hereto were upon the same instrument, and telecopied signatures shall be
effective as originals.

        IN WITNESS WHEREOF, the parties signing this Amendment have caused this
Amendment to be executed and delivered as of the day and year first above
written.

                              DIEBOLD, INCORPORATED

                              By:  /s/ Gregory T. Geswein
                              Title: Senior Vice President & CFO

                              DIEBOLD INTERNATIONAL LIMITED

                              By:  /s/ Timothy J. McDannold
                              Title: Designated Financial Officer

                              DIEBOLD SELF-SERVICE SOLUTIONS S.a.r.l.,
                              GRANGES-PACCOT

                              By: /s/Timothy J. McDannold
                              Title: Designated Financial Officer

                              DIEBOLD AUSTRALIA PTY LTD

                              By: /s/Timothy J. McDannold
                              Title: Designated Financial Officer

                              DIEBOLD GLOBAL FINANCE CENTRE LIMITED

                              By: /s/Timothy J. McDannold
                              Title: Designated Financial Officer

                              BANK ONE, MICHIGAN, as Agent, Swing Lender,
                              Issuer and  Lender

                              By: /s/Glenn A. Currin
                              Title:  Director

                              KEYBANK NATIONAL ASSOCIATION

                              By: /s/Daniel W. Lally
                              Title:  Assistant Vice President

                              NATIONAL CITY BANK

                              By: /s/William R. McDonnell
                              Title:  Vice President






                              ABN AMRO BANK N.V.

                              By: /s/Thomas Comfort
                              Title:  Senior Vice President

                              By: /s/Terrence J. Ward
                              Title:  Group Vice President

                              BANK OF AMERICA, N.A.

                              By:  /s/Philip Potter
                              Title:  Vice President

                              THE CHASE MANHATTAN BANK

                              By: /s/Henry W. Centa
                              Title:  Vice President

                              THE BANK OF NEW YORK

                              By:  /s/Kenneth R. McDonnell
                              Title:  Assistant Vice President

                              FIRSTAR BANK

                              By:  /s/David Dannemiller
                              Title:  Vice President

                              HSBC BANK USA

                              By:  /s/Cynthia M. Niesen
                              Title:  First Vice President

                              THE GOVERNOR AND COMPANY OF THE BANK
                              OF IRELAND

                              By:  /s/Edward Nagee
                              Title:  Director

                              By:  /s/Paul Clarke
                              Title:  Senior Manager

                              PNC BANK, NATIONAL ASSOCIATION

                              By:  /s/Joseph G. Moran
                              Title:  Vice President







                              CONSENT AND AGREEMENT

        As of the date and year first above written, each of the undersigned
hereby:

        (a)    fully consents to the terms and provisions of the above
Amendment and the consummation of the transactions contemplated thereby;

        (b)    agrees that the Guaranty to which it is a party and each other
Loan Document to which it is a party are hereby ratified and confirmed and shall
remain in full force and effect, acknowledges and agrees that it has no setoff,
counterclaim, defense or other claim or dispute with respect the Guaranty to
which it is a party and each other Loan Document to which it is a party; and

        (c)    represents and warrants to the Agent and the Lenders that the
execution, delivery and performance of this Consent and Agreement are within its
powers, have been duly authorized and are not in contravention of any statute,
law or regulation or of any terms of its organizational documents or of any
material agreement or undertaking to which it is a party or by which it is
bound, and this Consent and Agreement is the legal, valid and binding
obligations of it, enforceable against it in accordance with the terms hereof
and thereof. Terms used but not defined herein shall have the respective
meanings ascribed thereto in the Loan Agreement.

                              DIEBOLD INVESTMENT COMPANY


                              By:  /s/Margaret Pulgini
                              Title: VP/Treasurer


                              DIEBOLD FINANCE COMPANY, INC.

                              By:  /s/Margaret Pulgini
                              Title: VP/Treasurer


                              DIEBOLD CREDIT CORPORATION

                              By:  /s/Charee Francis-Vogelsang
                              Title: Vice President and Secretary


                              DIEBOLD SST HOLDING COMPANY, INC.

                              By:  /s/Charee Francis-Vogelsang
                              Title: Vice President and Secretary






                              DIEBOLD SELF-SERVICE SYSTEMS

                              By:  /s/Charee Francis-Vogelsang
                              Title: Secretary


                              DIEBOLD HOLDING COMPANY, INC.

                              By:  /s/Charee Francis-Vogelsang
                              Title: Assistant Secretary


                              DIEBOLD MEXICO HOLDING COMPANY, INC.

                              By:  /s/Charee Francis-Vogelsang
                              Title: Secretary


                              DIEBOLD LATIN AMERICA HOLDING COMPANY,
                              INC.

                              By:  /s/Charee Francis-Vogelsang
                              Title: Secretary






                                    EXHIBIT A

                                PRICING SCHEDULE


        The Applicable Margin for Floating Rate Loans, Eurodollar Loans and
Multicurrency Loans, the Facility Fee payable pursuant to Section 2.5 and the
Letter of Credit Fee payable pursuant to Section 2.15.6 shall, subject to the
last sentence of this Exhibit A, be determined in accordance with the Pricing
Matrix set forth below based on the Company's Total Net Debt to Capitalization
Ratio in effect from time to time.

Pricing Matrix (in basis points)



- ------------------------------------------------------------------------------------------------------------------------
                                                                                                Applicable Eurodollar/
                                                                              Floating Rate    Eurocurrency Margin for
                                                                              Margin for       Revolving Credit Loans,
                     Total Net Debt to                                        Revolving        Multicurrency Loans and
Level               Capitalization Ratio                 Facility Fee         Credit Loans      Letter of Credit Fees
- ------------------------------------------------------------------------------------------------------------------------
                                                                                   
I                      < 25%                                8.0 b.p.            0.0 b.p.             37.0 b.p.
- ------------------------------------------------------------------------------------------------------------------------
II                     > 25% but < 35%                      10.0 b.p.           0.0 b.p.             45.0 b.p.
                       -
- ------------------------------------------------------------------------------------------------------------------------
III                    > 35% but < 45%                      15.0 b.p.           0.0 b.p.             55.0 b.p.
                       -
- ------------------------------------------------------------------------------------------------------------------------
IV                     > 45%                                20.0 b.p.           0.0 b.p.             75.0 b.p.
                       -
- ------------------------------------------------------------------------------------------------------------------------


        If the Aggregate Total Outstandings of all Lenders equals or exceeds 33%
of the Aggregate Commitments of all Lenders, the Eurodollar, Eurocurrency and
Letter of Credit Fee Applicable Margin will increase by 10 basis points at every
level on the Pricing Matrix.

        Such Applicable Margin shall be determined in accordance with the
foregoing Pricing Matrix based on the Company's level as reflected in the most
recent financial statements of the Company delivered pursuant to Section 6.1(i)
and (ii) of the Loan Agreement. Adjustments, if any, to the Applicable Margin
shall be effective 50 days after the end of each of the first three fiscal
quarters of each fiscal year of the Company and 95 days after the end of each
fiscal year of the Company, commencing with the first such day after the
Effective Date. If the Borrower fails to deliver the financials statements
required pursuant to Section 6.1(i) or (ii) at the time required or any other
Default has occurred and is continuing, then the Applicable Margin shall be the
highest Applicable Margin set forth in the foregoing Pricing Matrix until such
Default is cured or waived under the Agreement. Notwithstanding the foregoing,
the Applicable Margin for the period from and including February 13, 2002 until
it shall be adjusted for the first time after February 13, 2002 shall be the
Level I Applicable Margin described above.





                                 SCHEDULE 1.1(a)

                                   COMMITMENTS




                                        TITLE                                U.S. DOLLARS                    EUROS
                                        -----                                ------------                    -----
                                                                                             
Bank One, Michigan                      Administrative Agent                  $28,000,000              E22,000,000
                                                                                    (14%)              (14.66667%)

Key Bank National Association           Co-Syndication Agent                  $26,000,000              E16,000,000
                                                                                    (13%)              (10.66667%)


National City Bank                      Co-Syndication Agent                  $23,000,000              E18,000,000
                                                                                  (11.5%)                    (12%)


ABN Amro Bank, N.V.                     Documentation Agent                  $25,000,000              E15,000,000
                                                                                  (12.5%)                    (10%)

The Chase Manhattan Bank                                                      $18,000,000              E12,000,000
                                                                                     (9%)                     (8%)


The Bank of New York                                                          $18,000,000              E12,000,000
                                                                                     (9%)                     (8%)


Bank of America, N.A.                                                         $18,000,000              E12,000,000
                                                                                     (9%)                     (8%)


Firstar Bank                                                                  $15,000,000              E10,000,000
                                                                                   (7.5%)               (6.66667%)


PNC Bank, National Association                                                $15,000,000              E10,000,000
                                                                                   (7.5%)               (6.66667%)


HSBC Bank USA                                                                 $14,000,000              E11,000,000
                                                                                     (7%)               (7.33333%)

The Governor and Company of the Bank
of Ireland                                                                             $0              E12,000,000
                                                                                     (0%)                     (8%)

TOTAL                                                                        $200,000,000             E150,000,000
                                                                             ============            =============



DETROIT  7-3312  639364-13

EX-21

                                                                      EXHIBIT 21

                        LIST OF SIGNIFICANT SUBSIDIARIES

The following are the subsidiaries of the Registrant included in the
Registrant's consolidated financial statements at December 31, 2001. Other
subsidiaries are not listed because such subsidiaries are inactive. Subsidiaries
are listed alphabetically under either the domestic or international categories.



                                                              Jurisdiction under              Percent of voting securities
Domestic                                                       which organized                     owned by Registrant
- --------                                                       ---------------                     -------------------
                                                                                             
ATM Finance, Inc.                                             Ohio                                      100%

Central Security Systems, Inc.                                Hawaii                                    100%

DBD Investment Management Company                             Delaware                                  100%

Diebold Australia Holding Company, Inc.                       Delaware                                  100%

Diebold China Security Holding Company, Inc.                  Delaware                                  100%

Diebold Credit Corporation                                    Delaware                                  100%

Diebold Finance Company, Inc.                                 Delaware                                  100% (1)

Diebold Foreign Sales Corporation                             St. Thomas, U.S. Virgin Islands           100% (1)

Diebold Holding Company, Inc.                                 Delaware                                  100%

Diebold Investment Company                                    Delaware                                  100%

Diebold Latin America Holding Company, Inc.                   Delaware                                  100%

Diebold Mexico Holding Company, Inc.                          Delaware                                  100%

Diebold Midwest Manufacturing, Inc.                           Delaware                                  100%

Diebold of Nevada, Inc.                                       Nevada                                    100%

Diebold Self-Service Systems                                  New York                                  100% (2)

Diebold Southeast Manufacturing, Inc.                         Delaware                                  100% (3)

Diebold SST Holding Company, Inc.                             Delaware                                  100%

Diebold Texas, Incorporated                                   Texas                                     100%

Diebold Transaction Services, Inc.                            Delaware                                  100%

Griffin Technology Incorporated                               New York                                  100%

InterBold Technologies, Inc.                                  Delaware                                  100% (4)

Mayfair Software Distribution, Inc.                           Delaware                                  100%

Nexus Software, Incorporated                                  Delaware                                  100%

Pioneer Systems, Inc.                                         Pennsylvania                              100%

R. D. Products, Inc.                                          New York                                  100% (5)

VDM Holding Company, Inc.                                     Delaware                                  100%

Verdi & Associates, Inc.                                      New York                                  100%


(1)     100% of voting securities are owned by Diebold Investment Company which
        is 100% owned by the Registrant.
(2)     70% of partnership interest is owned by Diebold Holding Company, Inc.,
        which is 100% owned by the Registrant and 30% is owned by Diebold SST
        Holding Company, Inc., which is 100% owned by the Registrant.
(3)     100% of voting securities are owned by Diebold Midwest Manufacturing,
        Inc., which is 100% owned by the Registrant.
(4)     100% of voting securities are owned by Diebold Self-Service Systems,
        which is 70% owned by Diebold Holding Company, Inc. and 30% owned by
        Diebold SST Holding Company, Inc., which are 100% owned by the
        Registrant.
(5)     100% of voting securities are owned by Griffin Technology Incorporated
        which is 100% owned by the Registrant.


                                       51


                                                                      EXHIBIT 21

                  LIST OF SIGNIFICANT SUBSIDIARIES (CONTINUED)



                                                              Jurisdiction under              Percent of voting securities
International                                                  which organized                     owned by Registrant
- -------------                                                  ---------------                     -------------------
                                                                                             
Cable Print N.V.                                              Belgium                                   100%

China Diebold Financial Equipment Company LTD.                Peoples Republic of China                  78%

DBD Asset Management S.A. de C.V.                             Mexico                                    100% (6)

DCHC, S.A.                                                    Panama                                    100% (17)

Diebold ATM Cihazlari Sanayi Ve Ticaret A.S.                  Turkey                                    100% (22)

Diebold Argentina, S.A.                                       Argentina                                 100% (17)

Diebold Australia Pty. Ltd.                                   Australia                                 100% (7)

Diebold Belgium S.P.R.L.                                      Belgium                                   100% (26)

Diebold Brasil LTDA                                           Brazil                                    100% (17)

Diebold Colombia S.A.                                         Colombia                                   55% (20)

The Diebold Company of Canada Limited                         Canada                                    100%

Diebold Denmark A.p.S.                                        Denmark                                   100% (9)

Diebold EMEA B.V.                                             Netherlands                               100%

Diebold EMEA Processing Centre Limited                        United Kingdom                            100%

Diebold Estonia O.U.                                          Estonia                                   100%

Diebold France SARL                                           France                                    100% (9)

Diebold Germany GmbH                                          Germany                                   100% (9)

Diebold HMA Private Limited                                   India                                      50%

Diebold Hungary Ltd.                                          Hungary                                   100% (9)

Diebold International Limited                                 United Kingdom                            100% (9)

Diebold Italy S.r.l.                                          Italy                                     100% (19)

Diebold Mexico, S.A. de C.V.                                  Mexico                                    100% (8)

Diebold Netherlands B.V.                                      Netherlands                               100% (9)

Diebold OLTP Systems, A.V.V.                                  Aruba, Dutch West Indies                   50%

Diebold OLTP Systems, C.A.                                    Venezuela                                  50% (15)

Diebold Pacific, Limited                                      Hong Kong                                 100%

Diebold Panama, Inc.                                          Panama                                    100% (17)

Diebold Paraguay S.A.                                         Paraguay                                  100% (17)

Diebold Poland S.p. z.o.o.                                    Poland                                    100% (9)

Diebold Portugal - Solucoes Informaticas, S.A.                Portugal                                  100% (21)

Diebold (Romania) S.R.L.                                      Romania                                   100%

Diebold Safetell International Security Limited               Australia                                 100% (11)

Diebold Security and Services Pty.                            Australia                                 100% (11)

Diebold Osterreich Selbstbedienungssysteme GmbH               Austria                                   100% (9)

Diebold Selbstbedienyngssysteme (Schweiz) GmbH                Switzerland                               100% (9)

Diebold Self Service Solutions Limited Liability Company      Switzerland                               100%

Diebold Self Service Solutions Namibia (Pty) Ltd.             Namibia                                   100% (25)

Diebold Services S.A.                                         France                                     51%

Diebold Singapore Pte. Ltd                                    Singapore                                 100%




                                                                      EXHIBIT 21

                  LIST OF SIGNIFICANT SUBSIDIARIES (CONTINUED)



                                                              Jurisdiction under              Percent of voting securities
International                                                  which organized                     owned by Registrant
- -------------                                                  ---------------                     -------------------
                                                                                             
Diebold South Africa (PTY) LTD                                South Africa                              100%

Diebold Spain, S.L.                                           Spain                                     100% (9)

Diebold (Thailand) Company Limited                            Thailand                                  100%

Diebold Uruguay S.A.                                          Uruguay                                   100% (17)

DPB S.A.                                                      Argentina                                 100% (17)

DSSS Panama, S.A.                                             Panama                                     55% (16)

InterBold Singapore Pte Ltd                                   Singapore                                 100% (10)

Mecaf Impressoras S.A.                                        Brazil                                    100% (18)

Nexus Software UK LTD.                                        United Kingdom                            100% (14)

P.T. Getronics Indonesia                                      Indonesia                                 100%

Procomp Amazonia Industria Eletronica S.A.                    Brazil                                    100% (18)

Procomp Comercio e Servicos LTDA                              Brazil                                    100% (18)

Procomp Industria Eletronica S.A.                             Brazil                                    100% (18)

RLM Monitoring Pty. Ltd.                                      Australia                                 100% (11)

Safequip Automated Systems Pty. Ltd.                          Australia                                  50% (12)

Safetell Cash Handling Pty. Ltd.                              Australia                                 100% (13)

Safetell International Services Pty. Ltd.                     Australia                                 100% (13)

Siab (HK) Limited                                             Hong Kong                                 100% (4)

Shanghai Diebold King Safe Company, Limited                   China                                      50% (24)

Shanghai Diebold Security Products Company, Limited           China                                      50% (24)

Siab S.A.                                                     France                                    100%

Starbuck Computer Empire, A.V.V.                              Aruba, Dutch West Indies                   50%

Tecron Security Pty. Ltd.                                     Australia                                  70% (23)


(6)     100% of voting securities are owned by Diebold Mexico Holding Company,
        Inc., which is 100% owned by the Registrant.
(7)     100% of voting securities are owned by Diebold Australia Holding
        Company, Inc. which is 100% owned by the Registrant.
(8)     100% of voting securities are owned by Diebold Mexico Holding Company,
        Inc. which is 100% owned by the Registrant.
(9)     100% of voting securities are owned by Diebold Self-Service Solutions
        Limited Liability Company which is 100% owned by the Registrant.
(10)    100% of voting securities are owned by Siab (HK) Limited, which is 100%
        owned by Diebold Self-Service Systems which is 70% owned by Diebold
        Holding Company, Inc. and 30% owned by Diebold SST Holding Company,
        Inc., which are 100% owned by the Registrant.
(11)    100% of voting securities are owned by Diebold Australia Pty. Ltd.,
        which is 100% owned by Diebold Australia Holding Company, Inc., which is
        100% owned by the Registrant.
(12)    50% of voting securities are owned by Safetell Cash Handling Pty. Ltd.,
        which is 100% owned by Diebold Safetell International Security Limited,
        which is 100% owned by Diebold Australia Pty. Ltd., which is 100% owned
        by Diebold Australia Holding Company, Inc. which is 100% owned by the
        Registrant.
(13)    100% of voting securities are owned by Diebold Safetell International
        Security Limited, which is 100% owned by Diebold Australia Pty. Ltd.,
        which is 100% owned by Diebold Australia Holding Company, Inc. which is
        100% owned by the Registrant.
(14)    100% of voting securities are owned by Nexus Software, Incorporated,
        which is 100% owned by the Registrant.
(15)    50% of voting securities are owned by Diebold Latin America Holding
        Company, Inc., which is 100% owned by the Registrant.
(16)    55% of voting securities are owned by Diebold Latin America Holding
        Company, Inc., which is 100% owned by the Registrant.




                                                                      EXHIBIT 21

                  LIST OF SIGNIFICANT SUBSIDIARIES (CONTINUED)

(17)    100% of voting securities are owned by Diebold Latin America Holding
        Company, Inc., which is 100% owned by the Registrant.
(18)    100% of voting securities are owned by Diebold Brasil LTDA, which is
        100% owned by Diebold Latin America Holding Company, Inc., which is 100%
        owned by the Registrant.
(19)    90% of voting securities are owned by the Registrant, while 10% of the
        voting securities are owned by Diebold Holding Company which is 100%
        owned by Diebold Self Service Solutions Limited Liability Company, which
        is 100% owned by the Registrant.
(20)    21.44% of voting securities are owned by Diebold Latin America Holding
        Company, Inc., 16.78 % of voting securities are owned by Diebold Panama,
        Inc. which is 100% owned by Diebold Latin America Holding Company, Inc.,
        16.78% of voting securities are owned by DCHC SA, which is 100% owned by
        Diebold Latin America Holding Company, Inc., which is 100% owned by the
        Registrant.
(21)    1% of voting securities are owned by the Registrant, while 99% of the
        voting securities are owned by Diebold Self Service Solutions Limited
        Liability Company, which is 100% owned by the Registrant.
(22)    50% of voting securities are owned by Diebold Netherlands B.V., 50% of
        voting securities are owned by Diebold Denmark A.p.S., both of which are
        100% owned by Diebold Self Service Solutions Limited Liability Company
        which is 100% owned by the Registrant.
(23)    70% of voting securities are owned by Diebold Australia Pty. Ltd., which
        is owned 100% by Diebold Australia Holding Company, Inc. which is 100%
        owned by Registrant.
(24)    50% of voting securities owned by Diebold China Security Holding
        Company, Inc., which is 100% owned by Registrant.
(25)    100% of voting securities are owned by Diebold South Africa (Pty) Ltd.
        which is 100% owned by the Registrant.
(26)    10% of voting securities are owned by Diebold Selbstbedienungssysteme
        GmbH which is owned 100% by Diebold Self Service Solutions Limited
        Liability Company; 90% of voting securities are owned by Diebold Self
        Service Solutions Limited Liability Company which is 100% owned by
        Registrant.

EX-23

                                                                      EXHIBIT 23


                         CONSENT OF INDEPENDENT AUDITORS





The Board of Directors
Diebold, Incorporated:



We consent to the incorporation by reference in the registration statements
(Nos. 33-32960, 33-39988, 33-55452, 33-54677, 33-54675, 333-32187, 333-31993 and
333-60578) on Form S-8 of Diebold, Incorporated of our report dated January 23,
2002 with respect to the consolidated balance sheets of Diebold, Incorporated
and subsidiaries as of December 31, 2001 and 2000, and the related consolidated
statements of income, shareholders' equity, and cash flows for each of the years
in the three-year period ended December 31, 2001, and related financial
statement schedule, which report appears in the December 31, 2001 annual report
on Form 10-K of Diebold, Incorporated.






/s/KPMG LLP


KPMG LLP
Cleveland, Ohio
March 18, 2002


                                       52

EX-24

                                                                      EXHIBIT 24


                                POWER OF ATTORNEY


        KNOW ALL MEN BY THESE PRESENTS, That the undersigned directors of
Diebold, Incorporated, a corporation organized and existing under the laws of
the State of Ohio, do for themselves and not for another, constitute and appoint
Warren W. Dettinger, Charee Francis-Vogelsang, Gregory T. Geswein, or any one of
them, a true and lawful attorney in fact in their names, place and stead, to
sign their names to the report on Form 10-K for the year ended December 31,
2001, or to any and all amendments to such reports, and to cause the same to be
filed with the Securities and Exchange Commission; it being intended to give and
grant unto said attorneys in fact and each of them full power and authority to
do and perform any act and thing necessary and proper to be done in the premises
as fully and to all intents and purposes as the undersigned by themselves could
do if personally present. The undersigned directors ratify and confirm all that
said attorneys in fact or either of them shall lawfully do or cause to be done
by virtue hereof.

        IN WITNESS WHEREOF, the undersigned have hereunto set their hands as of
the date set opposite their signature.



                                       53



                                                                                                
Signed in the presence of:                           SIGNATURE                                         DATE



/s/Charee Francis-Vogelsang                         /s/Donald R. Gant                                  March 15, 2002
                                                     Donald R. Gant, Director



/s/Charee Francis-Vogelsang                         /s/Phillip B. Lassiter                             March 15, 2002
                                                     Phillip B. Lassiter, Director



/s/Charee Francis-Vogelsang                         /s/John N. Lauer                                   March 15, 2002
                                                     John N. Lauer, Director



/s/Charee Francis-Vogelsang                         /s/William F. Massy                                March 15, 2002
                                                     William F. Massy, Director



/s/Charee Francis-Vogelsang                         /s/Eric J. Roorda                                  March 15, 2002
                                                     Eric J. Roorda, Director