DGAP-CMS: Diebold, Inc.: Release according to Article 30e of the WpHG [the German Securities Trading Act] with the objective of Europe-wide distribution


Diebold, Inc.  / Third country release according to Article 30e Para. 1, No. 3
of the WpHG [the German Securities Trading Act] 

24.09.2016 00:09

Dissemination of a Post-admission Duties announcement according to Article 30e
Para. 1 No. 3 WpHG, transmitted by 
DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
---------------------------------------------------------------------------

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):  August 15, 2016 
Diebold, Incorporated
 
(Exact name of registrant as specified in its charter)
 
         
         
         
Ohio   1-4879   34-0183970
         
(State or other jurisdiction
 
of incorporation)   (Commission
 
File Number)   (I.R.S. Employer
 
Identification No.)
         
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
Not Applicable
 
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
      Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
      Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
      Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
      Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 




 




As previously disclosed in our Current Report on Form 8-K filed with the
Securities and Exchange Commission on August 19, 2016, Diebold,
Incorporated (the 'Company') completed its voluntary public takeover offer
of Wincor Nixdorf Aktiengesellschaft ('Wincor Nixdorf') on August 15, 2016.
This Current Report on Form 8-K/A provides the financial statements and pro
forma financial information required under Item 9.01 of Form 8-K not
included in the Company's Current Report on Form 8-K filed on August 19,
2016.
 
     
     
Item 9.01 Financial Statements and Exhibits    
(a) Financial Statements of Businesses Acquired. The audited financial
statements of Wincor Nixdorf required by Item 9.01(a) are attached as
Exhibit 99.1 to this Current Report on Form 8-K/A and are incorporated by
reference herein. The unaudited financial statements of Wincor Nixdorf
required by Item 9.01(a) are attached as Exhibit 99.2 to this Current
Report on Form 8-K/A and are incorporated by reference herein.
(b) Pro Forma Financial Information. The unaudited pro forma condensed
combined financial information required by Item 9.01(b) is attached hereto
as Exhibit 99.3 to this Current Report on Form 8-K/A and is incorporated by
reference herein.
(d) Exhibits
 
         
Exhibit
Number   Description
23.1   Consent of Independent Auditors
99.1   Historical audited financial statements of Wincor Nixdorf
Aktiengesellschaft as of September 30, 2015 and 2014 and for the fiscal
years ended September 30, 2015, 2014 and 2013 (incorporated by reference to
Diebold, Incorporated's Registration Statement on Form S-4 (Registration
No. 333-208186) pages F-1 to F-57)
99.2   Historical unaudited financial statements of Wincor Nixdorf
Aktiengesellschaft as of June 30, 2016 and for the three and nine months
ended June 30, 2016 and 2015
99.3   Unaudited pro forma condensed combined financial information as of
June 30, 2016 and for the year ended December 31, 2015 and six months ended
June 30, 2016
 
 
 




 




SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
 
         
         
    Diebold, Incorporated  
September 23, 2016 By:   /s/ Christopher A. Chapman  
    Name:   Christopher A. Chapman  
    Title:   Senior Vice President and Chief Financial Officer  
 
 
 




 




EXHIBIT INDEX
 
         
         
         
Exhibit
Number   Description    
23.1   Consent of Independent Auditors
99.1   Historical audited financial statements of Wincor Nixdorf
Aktiengesellschaft as of September 30, 2015 and 2014 and for the fiscal
years ended September 30, 2015, 2014 and 2013 (incorporated by reference to
Diebold, Incorporated's Registration Statement on Form S-4 (Registration
No. 333-208186) pages F-1 to F-57)
99.2   Historical unaudited financial statements of Wincor Nixdorf
Aktiengesellschaft as of June 30, 2016 and for the three and nine months
ended June 30, 2016 and 2015
99.3   Unaudited pro forma condensed combined financial information as of
June 30, 2016 and for the year ended December 31, 2015 and six months ended
June 30, 2016
 


 



Exhibit 23.1

Consent of Independent Auditors
We consent to the incorporation by reference in the registration statements
Nos. 33-32960, 33-39988, 33-55452, 33-54677, 33-54675, 333-32187,
333-60578, 333-162036, 333-162037, 333-162049, 333-190626, 333-193713, and
333-199738 on Form S-8 of Diebold, Incorporated, of our report dated
November 25, 2015 with respect to the consolidated balance sheets of Wincor
Nixdorf Aktiengesellschaft as of September 30, 2015 and 2014 and the
related consolidated statements of income, comprehensive income, cash flows
and changes in group equity for each of the fiscal years in the three-year
period ended September 30, 2015, which report appears in the registration
statement on Form S-4/A of Diebold, Incorporated dated February 5, 2016,
and is incorporated by reference in this Current Report on Form 8-K/A of
Diebold, Incorporated.


/s/ KPMG AG Wirtschaftsprüfungsgesellschaft

Bielefeld, Germany
September 23, 2016

 

Exhibit 99.2
Wincor Nixdorf Aktiengesellschaft
Condensed Consolidated Income Statement
for the nine months ended June 30, 2016 and 2015 (unaudited)
 
                         
                EURk 
 
    3rd quarter
 2015/20161)   3rd quarter
2014/2015 2)   9 months
2015/2016 3)   9 months
2014/2015 4)
Net sales   629,403 
    560,219 
    1,938,356 
    1,768,072 
 
Cost of sales   -475,851 
    -460,073 
    -1,475,413 
    -1,421,641 
 
Gross profit   153,552 
    100,146 
    462,943 
    346,431 
 
Research and development expenses   -23,742 
    -24,990 
    -70,681 
    -69,842 
 
Selling, general and administration expenses   -91,331 
    -82,081 
    -272,887 
    -235,641 
 
Other operating result   -255 
    0 
    10,297 
    0 
 
Result from equity accounted investments   0 
    47 
    -143 
    -1,156 
 
Net profit on operating activities   38,224 
    -6,878 
    129,529 
    39,792 
 
Finance income   385 
    285 
    1,732 
    1,074 
 
Finance costs   -1,642 
    -1,745 
    -5,472 
    -5,842 
 
Profit before income taxes   36,967 
    -8,338 
    125,789 
    35,024 
 
Income taxes   -10,740 
    2,393 
    -36,735 
    -10,275 
 
Profit for the period   26,227 
    -5,945 
    89,054 
    24,749 
 
                 
Profit attributable to non-controlling interests   474 
    268 
    919 
    1,105 
 
Profit attributable to equity holders of Wincor Nixdorf AG   25,753 
    -6,213 
    88,135 
    23,644 
 
                 
Shares for calculation of basic earnings per share (in thousands)   29,816 
    29,816 
    29,816 
    29,816 
 
Shares for calculation of diluted earnings per share (in thousands)  
29,837
    29,816 
    29,816 
    29,816 
 
Basic earnings per share (EUR)   0.86 
    -0.21 
    2.96 
    0.79 
 
Diluted earnings per share (EUR)   0.86 
    -0.21 
    2.96 
    0.79 
 
                 
Profit attributable to equity holders of Wincor Nixdorf AG   25,753 
    -6,213 
    88,135 
    23,644 
 
Shares for calculation of profit attributable to equity holders of Wincor
Nixdorf AG per share (managerial, in thousands)   29,816
    29,816 
    29,816 
    29,816 
 
Profit attributable to equity holders of Wincor Nixdorf AG per share (in
EUR)   0.86
    -0.21 
    2.96 
    0.79 
 

Wincor Nixdorf Aktiengesellschaft
Condensed Consolidated Statement of Comprehensive Income
for the nine months ended June 30, 2016 and 2015 (unaudited)
 
                         
                EURk 
 
    3rd quarter
 2015/20161)   3rd quarter
2014/2015 2)   9 months
2015/2016 3)   9 months
2014/2015 4)
Profit for the period   26,227 
    -5,945 
    89,054 
    24,749 
 
                 
Items that are or may be reclassified subsequently to profit or loss:   
    
    
    
 
Cash flow hedges - effective portion of changes in fair value   645 
    1,767 
    1,792 
    -11,795 
 
Cash flow hedges - reclassified to profit or loss   -436 
    5,880 
    3,587 
    11,415 
 
Exchange rate changes   395 
    -4,412 
    -2,381 
    16,405 
 
Other changes   2 
    0 
    -8 
    0 
 
    
    
    
    
 
Items that will not be reclassified to profit or loss:                
Actuarial gains and losses   -20,825 
    6,719 
    -27,418 
    -436 
 
Other comprehensive income (net of tax)   -20,219 
    9,954 
    -24,428 
    15,589 
 
Total comprehensive income   6,008 
    4,009 
    64,626 
    40,338 
 
Total comprehensive income attributable to:   
    
    
    
 
Non-controlling interests   494 
    271 
    1,008 
    809 
 
Equity holders of Wincor Nixdorf AG   5,514 
    3,738 
    63,618 
    39,529 
 
1) April 1 2016 - June 30, 2016.
2) April 1 2015 - June 30, 2015.
3) October 1 2015 - June 30, 2016.
4) October 1 2014 - June 30, 2015.

1



 


Wincor Nixdorf Aktiengesellschaft
Condensed Consolidated Balance Sheets
as of June 30, 2016 and September 30, 2015 (unaudited)
 
                         
Assets               EURk 
 
    June 30, 2016   September 30, 2015
                 
Non-current assets                
Intangible assets   373,134 
        354,129 
     
Property, plant and equipment   122,609 
        121,129 
     
Investments accounted for using the equity method   51 
        1,919 
     
Investments   3,673 
        1,176 
     
Reworkable service parts   28,577 
        29,034 
     
Trade receivables   14,532 
        15,919 
     
Other assets   8,786 
        4,319 
     
Deferred tax assets   54,130 
    605,492 
    47,908 
    575,533 
 
    
    
    
    
 
Current assets                
Inventories   358,523 
        326,517 
     
Trade receivables   480,552 
        485,463 
     
Receivables from related companies   10,973 
        7,112 
     
Current income tax assets   16,067 
    
    10,917 
    
 
Other assets   79,272 
        63,840 
     
Investments   9 
        14 
     
Cash and cash equivalents   86,580 
    1,031,976 
    37,838 
    931,701 
 
Total assets       1,637,468 
        1,507,234 
 
                 
Equity and Liabilities               EURk 
 
    June 30, 2016   September 30, 2015
                 
Equity                
Subscribed capital of Wincor Nixdorf AG   33,085 
        33,085 
     
Retained earnings   528,747 
        476,673 
     
Treasury shares   -173,712 
        -173,712 
     
Other components of equity   45,680 
        51,301 
     
Equity attributable to equity holders of WIncor Nixdorf AG   433,800 
        387,347 
     
Non-controlling interests   19,165 
    452,965 
    4,093 
    391,440 
 
                 
Non-current liabilities                
Accruals for pensions and similar commitments   115,007 
        83,262 
     
Other accruals   35,618 
        17,745 
     
Financial liabilities   51,593 
        65,663 
     
Trade payables   0 
        0 
     
Other liabilities   27,457 
        6,840 
     
Deferred tax liabilities   25,844 
    255,519 
    23,229 
    196,739 
 
                 
Current liabilities                
Other accruals   176,168 
        170,969 
     
Financial liabilities   84,545 
        112,128 
     
Advances received   24,884 
        20,703 
     
Trade payables   330,768 
        338,128 
     
Liabilities to related companies   740 
        2,438 
     
Current income tax liabilities   49,260 
        39,959 
     
Other liabilities   262,619 
    928,984 
    234,730 
    919,055 
 
Total equity and liabilities       1,637,468 
        1,507,234 
 

2



 


Wincor Nixdorf Aktiengesellschaft
Condensed Consolidated Statements of Cash Flows
for the nine months ended June 30, 2016 and 2015 (unaudited)
 
             
        EURk 
 
    9 months
2015/2016 1)   9 months
2014/2015 2)
Net profit on operating activities   129,529 
    39,792 
 
Amortization/depreciation of intangible assets and property, plant and
equipment   40,299
    36,411 
 
Write-down of reworkable service parts   4,555 
    4,055 
 
Interest received   1,628 
    780 
 
Interest paid   -4,688 
    -5,044 
 
Income taxes paid   -29,784 
    -31,524 
 
Result on disposal of intangible assets and property, plant and equipment  
156
    121 
 
Change in accruals   -2,920 
    -6,884 
 
Other non-cash items   -9,479 
    18,241 
 
Change in working capital   23,195 
    76,604 
 
Change in other assets and other liabilities   -37,453 
    -42,018 
 
Cash flow from operating activities   115,038 
    90,534 
 
Payments received from the disposal of property, plant and equipment   848 
    594 
 
Payments received from the disposal of investments and other payments
received   35
    181 
 
Payments made for investment in intangible assets   -6,501 
    -7,351 
 
Payments made for investment in property, plant and equipment   -27,786 
    -28,650 
 
Payments made for acquisition of consolidated affiliated companies, jointly
controlled entities and other business units   -2,678
    0 
 
Payments made for investments   0 
    -51 
 
Payments made for investment in reworkable service parts   -5,682 
    -5,302 
 
Cash flow from investment activities   -41,764 
    -40,579 
 
Payments made to equity holders   0 
    -52,178 
 
Payments made for repayment of financial loans   -15,000 
    -10,000 
 
Payments received from non-controlling interests   19,290 
    0 
 
Payments made to non-controlling interests   0 
    -874 
 
Other financing activities   -51 
    -2,348 
 
Cash flow from financing activities   4,239 
    -65,400 
 
Net change in cash and cash equivalents   77,513 
    -15,445 
 
Change in cash and cash equivalents from exchange rate movements   -1,265 
    1,183 
 
Cash and cash equivalents at beginning of period3)   -53,826 
    -24,383 
 
Cash and cash equivalents at end of period3)   22,422 
    -38,645 
 
1) October 1, 2015 - June 30, 2016.
2) October 1, 2014 - June 30, 2015.
3) Include cash and cash equivalents and current bank liabilities.


3



 


 
                                                       
                                    EURk 
 
    Equity attributable to equity holders of Wincor Nixdorf AG        
                Other components of equity            
    Subscribed capital   Retained earnings   Treasury shares   Add. paid-in
capital   Exchange rate changes   Cash flow hedges   Total  
Non-controlling interests   Equity
As of October 1, 2014   33,085 
    529,407 
    -173,712 
    49,186 
    -2,562 
    -12,383 
    423,021 
    3,788 
    426,809 
 
Cash flow hedges   0 
    0 
    0 
    0 
    0 
    -380 
    -380 
    0 
    -380 
 
Exchange rate changes   0 
    0 
    0 
    0 
    16,703 
    0 
    16,703 
    -298 
    16,405 
 
Actuarial gains and losses   0 
    -438 
    0 
    0 
    0 
    0 
    -438 
    2 
    -436 
 
Other comprehensive income   0 
    -438 
    0 
    0 
    16,703 
    -380 
    15,885 
    -296 
    15,589 
 
Profit for the period   0 
    23,644 
    0 
    0 
    0 
    0 
    23,644 
    1,105 
    24,749 
 
Total comprehensive income   0 
    23,206 
    0 
    0 
    16,703 
    -380 
    39,529 
    809 
    40,338 
 
Share options   0 
    5,540 
    0 
    -1,559 
    0 
    0 
    3,981 
    0 
    3,981 
 
Takeover of shares and other changes   0 
    -6 
    0 
    0 
    0 
    0 
    -6 
    -17 
    -23 
 
Distributions   0 
    -52,178 
    0 
    0 
    0 
    0 
    -52,178 
    -726 
    -52,904 
 
Transactions with equity holders   0 
    -46,644 
    0 
    -1,559 
    0 
    0 
    -48,203 
    -743 
    -48,946 
 
As of June 30, 2015   33,085 
    505,969 
    -173,712 
    47,627 
    14,141 
    -12,763 
    414,347 
    3,854 
    418,201 
 
                                     
As of October 1, 2015   33,085 
    476,673 
    -173,712 
    48,714 
    10,085 
    -7,498 
    387,347 
    4,093 
    391,440 
 
Cash flow hedges   0 
    0 
    0 
    0 
    0 
    5,379 
    5,379 
    0 
    5,379 
 
Exchange rate changes   0 
    0 
    0 
    0 
    -2,470 
    0 
    -2,470 
    89 
    -2,381 
 
Actuarial gains and losses   0 
    -27,418 
    0 
    0 
    0 
    0 
    -27,418 
    0 
    -27,418 
 
other changes   0 
    -8 
    0 
    0 
    0 
    0 
    -8 
    0 
    -8 
 
Other comprehensive income   0 
    -27,426 
    0 
    0 
    -2,470 
    5,379 
    -24,517 
    89 
    -24,428 
 
profit for the period   0 
    88,135 
    0 
    0 
    0 
    0 
    88,135 
    919 
    89,054 
 
Total comprehensive income   0 
    60,709 
    0 
    0 
    -2,470 
    5,379 
    63,618 
    1,008 
    64,626 
 
Share options reclassifications   0 
    772 
    0 
    -8,530 
    0 
    0 
    -7,758 
    0 
    -7,758 
 
Takeover of shares and other changes   0 
    -9,407 
    0 
    0 
    0 
    0 
    -9,407 
    14,064 
    4,657 
 
Transactions with equity holders   0 
    -8,635 
    0 
    -8,530 
    0 
    0 
    -17,165 
    14,064 
    -3,101 
 
As of June 30, 2016   33,085 
    528,747 
    -173,712 
    40,184 
    7,615 
    -2,119 
    433,800 
    19,165 
    452,965 
 


4



 



Notes to the condensed consolidated financial statements.

Principles of Consolidation, Accounting and Valuation.
The condensed Group interim financial statements of Wincor Nixdorf
Aktiengesellschaft (in the following 'Wincor Nixdorf Group') have been
prepared in accordance with IAS 34 'Interim Financial Reporting'. They do
not include all the information required for a complete set of financial
statements prepared in accordance with the International Financial
Reporting Standards (IFRS), as issued by the International Accounting
Standards Board (IASB). However, selected explanatory notes are included to
explain events and transactions that are significant to understand changes
in the Group's financial position and performance since the last annual
reporting period of the Group ended September 30, 2015.
On July 27, 2016, the Board of Directors of Wincor Nixdorf AG authorized
these Group interim financial statements for issue.
In compiling the condensed Group interim financial statements, assumptions
have been made and estimates used, which have affected the value and
reporting of capitalized assets and liabilities, of income and expenses,
and of contingent liabilities.
The significant assumptions made by management in applying the Group's
accounting policies and the key sources of estimation uncertainty were the
same as those that applied to the Group financial statements as of
September 30, 2015.
Also the consolidation, accounting and valuation principles applied to the
condensed Group interim financial statements are generally based on the
same consolidation, accounting and valuation principles used in the Group
financial statements for fiscal 2014/2015. The applied principles of
accounting and valuation are described in detail in the Notes to the Group
financial statements as of September 30, 2015.

Consolidation Group.
The condensed Group financial statements as of June 30, 2016, basically
include those companies controlled by Wincor Nixdorf AG. Control exists if
Wincor Nixdorf AG is exposed, or has rights, to variable returns of
companies and has the ability to affect those returns through its power.
Inclusion of such companies' in the Group financial statements begins from
the date Wincor Nixdorf AG obtains control. It ceases, when Wincor Nixdorf
AG loses control of the company.
As of October 1, 2015, Wincor Nixdorf acquired 100 per cent of the shares
in SecurCash Nederland B.V. (formerly: Brink's Nederland B.V.), Rotterdam.
The acquisition serves to provide one-stop cash management and cash
logistics services to leading Dutch banks that have placed long-term
assignments. The acquisition resulted in an excess of the net assets
acquired over the consideration transferred and was recognized in profit.

5



 



As of December 1, 2015, Wincor Nixdorf has acquired outstanding 50 per cent
of the shares in Winservice AS, Oslo, Norway. Due to the transfer of all
outstanding shares to Wincor Nixdorf AG, the investment in Winservice AS,
ceased to be accounted for as a joint venture using the equity method.
Instead, the company was fully consolidated as a subsidiary for the first
time. The subsidiary has been merged with the Norwegian subsidiary Wincor
Nixdorf AS, Oslo, with retroactive effect as of January 1, 2016.
Joint control in CI Tech Components AG, Burgdorf, Switzerland, has ceased;
effective from January 1, 2016, the investment is no longer accounted for
as a joint venture. Effective from January 1, 2016, key business activities
centered on sensor technology have been transferred to an entity named CI
Tech Sensors AG, Burgdorf, Switzerland. The Group acquired 75 per cent of
the voting rights in that entity in connection with the reorganization of
CI Tech Components AG.
Additionally, as of March 1, 2016, a 51% ownership interest was acquired in
Projective NV, with its registered office in Brussels, Belgium. Upon
obtaining control, first time consolidation of Projective NV as well as its
three subsidiaries with registered offices in Brussels/Belgium, The
Hague/Netherlands, and London/United Kingdom was effected within the
consolidated financial statements of Wincor Nixdorf AG. In acquiring the
majority interest in the consulting firm specializing in the management of
complex IT-based change and transformation projects within the financial
services sector, Wincor Nixdorf has further extended its software-related
services business.
Additionally, with effective date as of April 1, 2016, Wincor Nixdorf
acquired all shares of two service station support companies (TSG)
headquartered in Cologne and Krakow, Poland. TSG's areas of focus include
operating and updating software used to process payment transactions at
service stations across Europe.
All acquisitions were funded from existing liquidity of the Wincor Nixdorf
Group.
The acquisitions were accounted for as a business combination in accordance
with IFRS 3. Thus, in allocating the purchase price, the acquirees'
identifiable assets, liabilities and contingent liabilities were measured
at fair value.
The purchase price allocations were carried out based on information
available and were preliminary. As regards the recognition and valuation of
certain onerous contracts assumed in the acquisition of SecurCash Nederland
B.V., it was adjusted within one year after the date of acquisition to
reflect new information and findings that had become available in the third
quarter of fiscal year 2016.
Based on the allocations at acquisition date, the acquisitions affected the
Group interim financial statements in total as presented below.


6



 



 
       
    EURk 
 
    June 30, 2016 
 
Non-current assets   31,958 
 
thereof goodwill   12,396 
 
+ Current assets   31,493 
 
+ Acquirees' cash and cash equivalents   15,787 
 
- Non-current liabilities   15,628 
 
- Current liabilities   26,385 
 
= Net assets   37,225 
 
- Non-controlling interests   3,913 
 
- Gains from bargain purchase and remeasurement and other   12,652 
 
= Total acquisition costs   20,660 
 
Mainly the line item other operating result for the nine months ended June
30, 2016 includes gains from a bargain purchase and the remeasurement to
fair value of the equity interest in an acquired business that was held
before the acquisition.
Wincor Nixdorf AG has sold a minority interest in subsidiary Aevi
International GmbH (AEVI) with retroactive effect from October 1, 2015 to
HPE Growth Capital (HPE). HPE obtains the interest in the context of a
capital increase worth up to EUR30 million. In an initial tranche, a
capital increase of EUR20 million was facilitated; however, HPE and its
investors have the option of purchasing further shares in AEVI in a second
tranche worth up to EUR 10 million. As of June 30, 2016, the minority
interest amounts to approximately 10%.
Group Equity.
The Wincor Nixdorf Group equity and individual elements thereof are shown
in detail in the 'Condensed Consolidated Statements of Changes in Equity'
table.
Treasury Shares.
As of June 30, 2016, the total number of treasury shares held by the
Company was 3,268,777. This equals 9.88% of the subscribed capital. The
acquisition costs, including ancillary costs of acquisition to the amount
of EUR111k, amounting to EUR173,712k were deducted in full from equity.
Share-based Payment Program.
The share-based payment programs are described in detail in the Notes to
the Group financial statements for fiscal 2014/2015. Initially, at grant
date, all share-based payment programs qualified and were accounted for as
equity-settled transactions. Based on decision made during the nine months
ended June 30, 2016 a reclassification of all share option programs
(including awards granted in fiscal year 2016) to cash-settled share based
payment transactions took place (see line 'share options reclassifications'
in the 'Changes in Group Equity'). All awards which had been considered
within equity been reclassified to accruals. Until all obligations are
settled, the corresponding fair values will be remeasured at the end of
each reporting period. Changes in the fair values will be recognized in the
profit or loss for the period.

7



 




On March 30, 2016, the vesting period for the 2012 share option program
expired. A total of 580,025 options of the 699,725 share options issued
have been exercised. The exercise price in consideration of dividends was
EUR40.74. In accordance with the new provisions to be applied for the
purpose of determining the relevant market price and adjusting the exercise
period for the 2012 tranche, as agreed in the form of a resolution passed
by the Annual General Meeting on January 25, 2016, under items 9 c) and 9
d) on the agenda, the relevant market price was determined on the basis of
the unweighted average of the market price of the stock within the Xetra
trading system of the Frankfurt Stock Exchange in the closing auction of
the ten exchange trading days immediately subsequent to the announcement of
the outcome of the successful takeover bid by Diebold Inc on March 29,
2016. The price amounts to EUR53.12. The associated gain per option is
EUR12.38. The share options were redeemed by cash settlement.

As of March 30, 2016, Wincor Nixdorf granted 714,470 share options for an
exercise price of EUR59.49 under another new share-based payment program to
its managers (share-based payment program 2016). The vesting period of the
share options is four years. Each share option entitles the bearer to
purchase one share in the Company at the exercise price (strike price).
There is no limit to the profit which can accrue upon purchase. In each
case, the exercise price is equivalent to 112% of the average exchange
price on the 10 stock exchange trading days that immediately followed after
the public announcement of Diebold Incorporated, that successful tender
offer the issue of stock options on April 12, 2016 (EUR53.12); it takes
account of distributions made during the life of the options, such as
dividend payments and any drawing rights or other special rights. The
target criteria have not been changed during the life of the program.
Options can be exercised within a period of ten stock exchange trading days
in Xetra on the Frankfurt Stock Exchange commencing on the first stock
exchange trading day following expiration of the holding period of four
years (exercise period). The vesting conditions also stipulate that the
declaration of exercise may or must be issued during the specified vesting
period of four years, within the last ten stock exchange trading days in
Xetra on the Frankfurt Stock Exchange, effective from the end of the last
day of the vesting period or a later date. The Company is entitled to
settle the options either in shares or cash. Basically, the holder of the
option has to remain in the Company's employ until the end of the vesting
period.

The fair values of current share-based payment programs have been
calculated by the application of the Black-Scholes-Merton formula by an
external expert. The following inputs have been used:

 
                                 
    Program
2016 
    Program
2015 
    Program
2014 
    Program
2013 
 
Exercise price of the option at the grant date   EUR 59.49 
    EUR 49.20 
    EUR 62.94 
    EUR 43.20 
 
Expected volatility   28.2 %   28.2 %   28.2 %   28.2 %
Expected dividends   EUR 8.81 
    EUR 5.93 
    EUR 7.07 
    EUR 5.66 
 
Risk-free interest rate   0.01 %   0.01 %   0.01 %   0.01 %
Fluctuation rate   2.8 %   2.8 %   2.8 %   2.8 %
Expected volatility is the average of the historic volatilities of EUREX
options on the Wincor Nixdorf share for 3-month and 12-month period.


8



 



The fair value of the share-based payment program 2016, based on the
aforementioned input parameters amounts to EUR8.38 per share option at the
reporting date.

The total amount of expenses recognized in the reporting period arising
from current share-based payment transactions sums up to EUR5,918k. The
carrying amount for liabilities arising from current share-based payment
transactions at the end of the period amounts to EUR10,607k.

The changes in the composition of share options are as follows:
 
                         
    9 months 2015/2016   9 months 2014/2015
    Number 
    Average exercise price EUR 
    Number 
    Average exercise price EUR 
 
As of October 1   2,609,010 
    50.13 
    2,524,329 
    53.83 
 
Granted during the period   714,470 
    59.49 
    717,048 
    49.20 
 
Exercised during the period   580,025 
    45.02 
    0 
    - 
 
Expired during the period   59,000 
    52.65 
    623,367 
    64.02 
 
As of June 30   2,684,455 
    53.67 
    2,618,010 
    50.14 
 
Exercisable as of June 30   0 
    - 
    0 
    - 
 

Other Information.
Ongoing restructuring and realignment activities.
The restructuring and transformation program initiated by Wincor Nixdorf
back in fiscal 2014/2015 is being continued in fiscal year 2015/2016. In
this context, the first nine months 2015/2016 include restructuring and
realignment expenses (primarily staff and consulting expenses) as well as
positive effects from acquisition activities of EUR8.7 million (previous
year: EUR35 million) in total. On a net basis, expenses of EUR9.0 million
(previous year: EUR29 million) are attributable to the Banking segment,
while income of EUR0.3 million (previous year: expenses of EUR6 million) is
associated with the Retail segment. The aim of restructuring and
realignment is to accelerate the transition to a software and IT services
company. The third quarter 2015/2016 includes expenses in the amount of EUR
4.2 million (previous year: EUR35 million). EUR2.7 million (previous year:
EUR29 million) have been incurred by the Banking segment and EUR1.5 million
(previous year: EUR6 million) by the Retail segment.

Planned takeover and business combination with Diebold Incorporated
As regards the takeover offer by Diebold Incorporated of November 23, 2015,
Diebold Incorporated announced on its website as of March 29, 2016, that by
that date it had accepted tenders representing a total of 68.9% of Wincor
Nixdorf AG's share capital and that the minimum tender condition of 67.6%
had therefore been reached. Transaction-related expenses of EUR16.5 million
have been recognized by Wincor Nixdorf to date in connection with the
aforementioned business combination. Overall, EUR10.3 million of this
expense item is attributable to the Banking segment and EUR6.2 million to
the Retail segment.


9



 



Financial Instruments.
Financial instruments are contractual obligations to receive or deliver
cash and cash equivalents. In accordance with IAS 32 and IAS 39, these
include both primary and derivative financial instruments. Primary
financial instruments include, in particular, cash and cash equivalents,
trade receivables and payables, credits, and loans. Derivative financial
instruments primarily include forward currency transactions and interest
rate hedging instruments.
The following tables show the carrying amounts and fair values of financial
assets and liabilities by category of financial instruments and
reconciliation to the corresponding line item in the Group balance sheet.
Finance lease receivables and liabilities, and derivatives that qualify for
hedge accounting are also included although they are not part of any IAS 39
measurement category. Since the line items 'Other Receivables' and 'Other
Liabilities' contain both financial instruments and non-financial assets
and liabilities (in particular, advance payments for services to be
received/made in the future and other tax receivables/payables), the
reconciliation is shown in the column headed 'thereof outside IFRS 7.'

10



 



   
                                                 
Carrying Amounts, Amounts Recognized, and Fair Values by Measurement
Category as of June 30, 2016 EURk
    Category in accordance with IAS 39   Carrying amount   Thereof outside
IFRS 7   Thereof amounts in balance sheet according to IAS 39   Thereof
amounts recognized according to IAS 17   Fair value of financial
instruments under IFRS 7
                Amortized cost   Fair value recognized in equity   Fair
value recognized in profit or loss
Assets          
Cash and cash equivalents   LaR   86,580 
    0 
    86,580 
    0 
    0 
    0 
    86,580 
           
Trade receivables   LaR/ n/a   495,084 
    0 
    495,084 
    0 
    0 
    0 
    495,084 
           
thereof: receivables from finance leases   n/a   23,468 
    0 
    0 
    0 
    0 
    23,468 
    23,468 
           
Receivables from related companies   LaR   10,973 
    0 
    10,973 
    0 
    0 
    0 
    10,973 
           
Other receivables   LaR/ n/a/ HfT   88,058 
    71,398 
    16,319 
    4,749 
    341 
    0 
    16,660 
           
thereof: derivatives with a hedging relationship   n/a   4,749 
    4,749 
    0 
    4,749 
    0 
    0 
    0 
           
thereof: derivatives without a hedging relationship   HfT   341 
    0 
    0 
    0 
    341 
    0 
    341 
           
Investments   LaR/FVO/ AfS   3,682 
    0 
    2,653 
    0 
    1,029 
    0 
    3,682 
           
                                           
Liabilities          
Trade payables   FLAC   330,768 
    0 
    330,768 
    0 
    0 
    0 
    330,768 
           
Liabilities to related companies   FLAC   740 
    0 
    740 
    0 
    0 
    0 
    740 
           
Financial liabilities   FLAC/ n/a   136,138 
    0 
    136,138 
    0 
    0 
    0 
    136,138 
           
thereof: liabilities from finance leases   n/a   0 
    0 
    0 
    0 
    0 
    0 
    0 
           
Other liabilities   FLAC/ n/a/ HfT   290,076 
    201,272 
    86,564 
    7,451 
    2,240 
    0 
    88,804 
           
thereof: other non-interest-bearing liabilities   FLAC/ n/a   279,987 
    193,821 
    86,166 
    0 
    0 
    0 
    86,166 
           
thereof: other interest-bearing liabilities   FLAC   0 
    0 
    398 
    0 
    0 
    0 
    0 
           
thereof: derivatives with a hedging relationship   n/a   7,451 
    7,451 
    0 
    7,451 
    0 
    0 
    0 
           
thereof: derivatives without a hedging relationship   HfT   2,240 
    0 
    0 
    0 
    2,240 
    0 
    2,240 
           
                                           
Aggregated by Category in Accordance with IAS 39          
Loans and receivables   LaR   608,992 
    0 
    608,992 
    0 
    0 
    0 
    608,992 
           
Available-for-sale financial assets   AfS   2,617 
    0 
    2,617 
    0 
    0 
    0 
    2,617 
           
Financial assets and liabilities measured at fair value through profit or
loss (Fair Value Option)   FVO   1,029
    0 
    0 
    0 
    1,029 
    0 
    1,029 
           
Financial assets measured at fair value through profit or loss (Held for
Trading)   HfT   341
    0 
    0 
    0 
    341 
    0 
    341 
           
Financial liabilities measured at fair value through profit or loss (Held
for Trading)   HfT   2,240
    0 
    0 
    0 
    2,240 
    0 
    2,240 
           
Financial liabilities measured at amortized cost   FLAC   554,210 
    0 
    554,210 
    0 
    0 
    0 
    554,210 
           
                                           
LaR: Loans and Receivables.          
FVO: Financial Assets or Financial Liabilities at Fair Value through Profit
or Loss (Fair Value Option).
HfT: Financial Assets or Financial Liabilities at Fair Value through Profit
or Loss (Held for Trading).
AfS: Available-for-Sale Financial Assets (At Cost).          
FLAC: Financial Liabilities at Amortized Cost.          



11



 



   
                                                 
Carrying Amounts, Amounts Recognized, and Fair Values by Measurement
Category as of September 30, 2015 EURk
    Category in accordance with IAS 39   Carrying amount   Thereof outside
IFRS 7   Thereof amounts in balance sheet according to IAS 39   Thereof
amounts recognized according to IAS 17   Fair value of financial
instruments under IFRS 7
                Amortized cost   Fair value recognized in equity   Fair
value recognized in profit or loss
Assets          
Cash and cash equivalents   LaR   37,838 
    0 
    37,838 
    0 
    0 
    0 
    37,838 
           
Trade receivables   LaR/ n/a   501,382 
    0 
    479,253 
    0 
    0 
    22,129 
    501,382 
           
thereof: receivables from finance leases   n/a   22,129 
    0 
    0 
    0 
    0 
    22,129 
    22,129 
           
Receivables from related companies   LaR   7,112 
    0 
    7,112 
    0 
    0 
    0 
    7,112 
           
Other receivables   LaR/ n/a/ HfT   68,159 
    57,428 
    10,129 
    641 
    602 
    0 
    10,731 
           
thereof: derivatives with a hedging relationship   n/a   641 
    641 
    0 
    641 
    0 
    0 
    0 
           
thereof: derivatives without a hedging relationship   HfT   602 
    0 
    0 
    0 
    602 
    0 
    602 
           
Investments   LaR/FVO/ AfS   1,190 
    0 
    143 
    0 
    1,047 
    0 
    1,190 
           
                                           
Liabilities          
Trade payables   FLAC   338,128 
    0 
    338,128 
    0 
    0 
    0 
    338,128 
           
Liabilities to related companies   FLAC   2,438 
    0 
    2,438 
    0 
    0 
    0 
    2,438 
           
Financial liabilities   FLAC/ n/a   177,791 
    0 
    176,664 
    0 
    0 
    1,127 
    177,791 
           
thereof: liabilities from finance leases   n/a   1,127 
    0 
    0 
    0 
    0 
    1,127 
    1,127 
           
Other liabilities   FLAC/ n/a/ HfT   241,570 
    174,078 
    64,023 
    11,352 
    3,469 
    0 
    67,492 
           
thereof: other non-interest-bearing liabilities   FLAC/ n/a   226,749 
    162,726 
    64,023 
    0 
    0 
    0 
    64,023 
           
thereof: derivatives with a hedging relationship   n/a   11,352 
    11,352 
    0 
    11,352 
    0 
    0 
    0 
           
thereof: derivatives without a hedging relationship   HfT   3,469 
    0 
    0 
    0 
    3,469 
    0 
    3,469 
           
                                           
Aggregated by Category in Accordance with IAS 39          
Loans and receivables   LaR   534,373 
    0 
    534,373 
    0 
    0 
    0 
    534,373 
           
Available-for-sale financial assets   AfS   102 
    0 
    102 
    0 
    0 
    0 
    102 
           
Financial assets and liabilities measured at fair value through profit or
loss (Fair Value Option)   FVO   1,047
    0 
    0 
    0 
    1,047 
    0 
    1,047 
           
Financial assets measured at fair value through profit or loss (Held for
Trading)   HfT   602
    0 
    0 
    0 
    602 
    0 
    602 
           
Financial liabilities measured at fair value through profit or loss (Held
for Trading)   HfT   3,469
    0 
    0 
    0 
    3,469 
    0 
    3,469 
           
Financial liabilities measured at amortized cost   FLAC   581,253 
    0 
    581,253 
    0 
    0 
    0 
    581,253 
           
                                           
LaR: Loans and Receivables.          
FVO: Financial Assets or Financial Liabilities at Fair Value through Profit
or Loss (Fair Value Option).
HfT: Financial Assets or Financial Liabilities at Fair Value through Profit
or Loss (Held for Trading).
AfS: Available-for-Sale Financial Assets (At Cost).          
FLAC: Financial Liabilities at Amortized Cost.          

Financial instruments measured at fair value are allocated to different
measurement levels in accordance with IFRS 7. This includes financial
instruments that are
   
1. measured at their fair values in an active market for identical
financial instruments (level 1),

12



 


   
2. measured at their fair values in an active market for comparable
financial instruments or using measurement models whose main input factors
are based on observable market data (level 2), or
   
3. using input factors not based on observable market data (level 3).

The amount that is shown under level 3 concerns the 6% interest in WINCOR
NIXDORF Immobilien GmbH & Co. KG. The net result of the company will be
allocated on a pro-rata basis; therefore the presented fair value will be
converted accordingly. The carrying amount changed as follows:
 
                         
                EURk 
 
    Fair value
Oct. 1, 2015 
    Gains 
    Losses 
    Fair value
Jun. 30, 2016 
 
Designated as such upon initial recognition   1,047 
    0 
    18 
    1,029 
 

Due to minor changes in the value of the 6% interest the sensitivity
analysis of valuation-relevant parameters does not result in significant
and decision-useful information.

Segment Report.
For the purposes of presenting segment information, the activities of the
Wincor Nixdorf Group are divided into operating segments in accordance with
the rules contained in IFRS 8 'Operating Segments.' Internal reporting
within the Group is conducted on the basis of the customer profiles
'Banking' and 'Retail' as well as on the regional basis; the areas
'Banking' and 'Retail' were defined as operating segments in accordance
with IFRS 8.10. As chief operating decision maker (CODM) within the meaning
of IFRS 8, our Board of Directors assesses the performance of these two
operating segments on the basis of corporate reporting and makes decisions
about resources to be allocated. The performance of the operating segments
is assessed in particular by referring to 'net sales to external customers'
as well as 'net profit on operating activities'.
Segment information is prepared in conformity with the accounting policies
adopted for preparing and presenting the Group financial statements for
fiscal 2014/2015.

13



 



Segment Report by Division.
   
                                       
                        EURk 
   
    3rd quarter 2015/20161)   9 months 2015/20162)  
    Banking 
    Retail 
    Group 
    Banking 
    Retail 
    Group 
   
Net sales to external customers   385,521 
    243,882 
    629,403 
    1,163,957 
    774,399 
    1,938,356 
   
    (366,753 )   (193,466 )   (560,219 )   (1,149,492 )   (618,580 )  
(1,768,072 )
Net profit on operating activities   26,835 
    11,389 
    38,224 
    88,829 
    40,700 
    129,529 
     
    (-3,513) 
    (-3,365) 
    (-6,878) 
    (25,448 )   (14,344 )   (39,792 )      
Result from equity accounted investments   0 
    0 
    0 
    -143 
    0 
    -143 
       
    (47 )   0 
    (47 )   (-1,156) 
    0 
    (-1,156) 
         
Investment in intangible assets and property, plant and equipment   1,009 
    1,546 
    2,555 
    27,989 
    6,298 
    34,287 
         
    (8,069 )   (493 )   (8,562 )   (32,229 )   (3,772 )   (36,001 )        

Investment in reworkable service parts   962 
    418 
    1,380 
    4,318 
    1,364 
    5,682 
           
    (531 )   (141 )   (672 )   (4,189 )   (1,113 )   (5,302 )            
Amortization/depreciation of intangible assets and property, plant and
equipment   12,079
    2,407 
    14,486 
    32,864 
    7,435 
    40,299 
             
    (10,643 )   (1,777 )   (12,420 )   (30,839 )   (5,572 )   (36,411 )    

Write-down of reworkable service parts   886 
    367 
    1,253 
    3,462 
    1,093 
    4,555 
               
    (997 )   (265 )   (1,262 )   (3,203 )   (852 )   (4,055 )              

Research and development expenses   16,031 
    7,711 
    23,742 
    44,458 
    26,223 
    70,681 
                 
    (15,286 )   (9,704 )   (24,990 )   (43,088 )   (26,754 )   (69,842 )   

1) April 1, 2016 - June 30, 2016.
2) October 1, 2015 - June 30, 2016.
Comparative figures for 3rd quarter as well as for the first nine months of
previous year are shown in brackets for each item

The respective segment assets did not change considerably compared to
September 30, 2015.
Reconciliation of Segment Profit to Profit for the Period.
The Segment profit equates to the 'net profit on operating activities' of
the Condensed Consolidated Income Statement.
Net Sales by Region.
 
                         
                EURk 
 
    3rd quarter   9 months
    2015/20161) 
    2014/20152) 
    2015/20163) 
    2014/20154) 
 
Europe   436,095 
    390,941 
    1,330,685 
    1,220,873 
 
in % of total net sales   69.3 
    69.8 
    68.7 
    69.0 
 
Included in Europe: Germany   143,148 
    127,378 
    425,286 
    403,927 
 
in % of total net sales   22.7 
    22.7 
    21.9 
    22.8 
 
Asia/Pacific/Africa   116,391 
    111,680 
    355,377 
    346,037 
 
in % of total net sales   18.5 
    19.9 
    18.3 
    19.6 
 
Americas   76,917 
    57,598 
    252,294 
    201,162 
 
in % of total net sales   12.2 
    10.3 
    13.0 
    11.4 
 
Total   629,403 
    560,219 
    1,938,356 
    1,768,072 
 
1) April 1, 2016 - June 30, 2016
2) April 1, 2015 - June 30, 2015
3) October 1, 2015 - June 30, 2016
4) October 1, 2014 - June 30, 2015

14 



Exhibit 99.3

Unaudited pro forma condensed combined financial information
 
On November 23, 2015, Diebold, Incorporated, which we refer to as 'we', the
'Company' and 'Diebold', a global leader in providing self-service
delivery, value-added services and software primarily to the financial
services industry, and Wincor Nixdorf AG, or Wincor Nixdorf, a leading
provider of information technology, or IT, solutions and services to the
financial services and retail industries, announced that the companies had
entered into the Business Combination Agreement (as defined herein).
Pursuant to the Business Combination Agreement, on February 5, 2016,
Diebold made a voluntary public takeover offer to all shareholders of
Wincor Nixdorf, which we refer to herein as the takeover offer. Under the
terms of the takeover offer, Diebold offered Wincor Nixdorf shareholders
EUR38.98 in cash plus 0.434 Diebold common shares per Wincor Nixdorf
ordinary share, which is herein referred to as the takeover offer
consideration. The acquisition of Wincor Nixdorf ordinary shares pursuant
to the takeover offer is herein referred to as the Acquisition.

On August 15, 2016, Diebold completed the takeover offer and delivered the
takeover offer consideration to Wincor Nixdorf shareholders who validly
tendered their Wincor Nixdorf ordinary shares in the takeover offer. In
connection with the closing of the takeover offer, Diebold issued 9,928,514
of new Diebold common shares, or the New Shares. At the closing, Diebold
acquired (through Diebold Holding Germany Inc. & Co. KGaA, a German
partnership limited by shares (Kommanditgesellschaft auf Aktien) and a
wholly owned subsidiary of Diebold), 22,876,760 Wincor Nixdorf ordinary
shares, representing 69.15 percent of the total number of all issued Wincor
Nixdorf ordinary shares inclusive of treasury shares (76.7 percent of all
Wincor Nixdorf ordinary shares outstanding) in exchange for an aggregate
takeover offer consideration of approximately $1,275.2 million, consisting
of (1) EUR891.7 million in cash and (2) the New Shares (representing
EUR49.94 or $55.74 per Wincor Nixdorf ordinary share, based on the closing
price of Diebold common shares as of August 12, 2016 of $28.17), valuing
Wincor Nixdorf at approximately EUR1.6 billion (approximately $1.8 billion
based on an exchange rate of $1.1161 per euro).

The following unaudited pro forma condensed combined financial information
is presented to illustrate the estimated effects of the Acquisition of
Wincor Nixdorf by Diebold and certain other adjustments listed below
through the takeover offer.

The unaudited pro forma condensed combined financial information is based
upon the respective historical consolidated financial statements of Diebold
and Wincor Nixdorf, and should be read in conjunction with (1) the
accompanying notes to the unaudited pro forma condensed combined financial
information, (2) the unaudited consolidated financial statements as of June
30, 2016 and for the six-month period ended June 30, 2016 and notes thereto
of Diebold included in Diebold's quarterly report on Form 10-Q for the
quarterly period ended June 30, 2016, filed with the SEC on July 28, 2016
and incorporated herein by reference, (3) the audited consolidated
financial statements for the fiscal year ended December 31, 2015 and notes
thereto included in Diebold's annual report on Form 10-K filed with the SEC
on February 2, 2016, portions of which (including Part II, Item 8.
Financial Statements and Supplementary Data) were recast in the Company's
Current Report on Form 8-K filed with the SEC on September 23, 2016 and
incorporated herein by reference, and (4) the audited consolidated
financial statements for the fiscal year ended September 30, 2015 and notes
thereto of Wincor Nixdorf. The unaudited pro forma condensed combined
balance sheet as of June 30, 2016 and the unaudited condensed combined
statements of operations for the six-month period ended June 30, 2016
include financial information derived from Wincor Nixdorf's historical
unaudited consolidated financial statements as of March 31, 2016 and for
the six-month period ended March 31, 2016 and notes thereto.

The unaudited pro forma condensed combined balance sheet as of June 30,
2016, and the unaudited pro forma condensed combined statement of
operations for the year ended December 31, 2015 and six-month period ended
June 30, 2016, are presented herein. The unaudited pro forma condensed
combined balance sheet combines the unaudited consolidated balance sheets
of Diebold and Wincor Nixdorf as of June 30, 2016 and March 31, 2016,
respectively, and gives effect to the Acquisition as if it occurred on June
30, 2016. The unaudited pro forma condensed combined statement of
operations for the year ended December 31, 2015 combines the historical
results of Diebold and Wincor Nixdorf for the years ended December 31, 2015
and September 30, 2015, respectively, and gives effect to the Acquisition
as if it occurred on January 1, 2015. The unaudited pro forma condensed
combined statement of operations for the six-month period ended June 30,
2016 combines the historical results of Diebold and Wincor Nixdorf for the
six-month period ended June 30, 2016 and March 31, 2016, respectively, and
gives effect to the Acquisition as if it occurred on January 1, 2015. The
historical financial information has been adjusted to give effect to pro
forma adjustments that are (1) directly attributable to the Acquisition,
(2) factually supportable, and (3) with respect to the unaudited condensed
combined statements of operations, expected to have a continuing impact on
the combined entity's consolidated results.





 



The Acquisition of Wincor Nixdorf by Diebold is accounted for using the
acquisition method of accounting under the provisions of Accounting
Standards Codification 805, 'Business Combinations,' or ASC 805, with
Diebold representing the accounting acquirer under this guidance. The
following unaudited pro forma condensed combined financial information
primarily gives effect to the Acquisition adjustments, which include:
   
* adjustments to reconcile Wincor Nixdorf's historical audited financial
statements prepared in accordance with International Financial Reporting
Standards (IFRS) to Generally Accepted Accounting Principles (GAAP) and
conversion from euros to U.S. dollars;

   
* application of the acquisition method of accounting in connection with
the Acquisition to reflect aggregate offer consideration of $1.3 billion in
exchange for 76.7 percent of all outstanding Wincor Nixdorf ordinary
shares;

   
* adjustments to reflect financing arrangements entered into in connection
with the Acquisition; and

   
* transaction costs in connection with the Acquisition.

The unaudited pro forma condensed combined statement of operations also
includes certain purchase accounting adjustments, including items expected
to have a continuing impact on the combined results, such as increased
amortization expense on acquired intangible assets. The unaudited pro forma
condensed combined statement of operations does not include the impact of
any revenue, cost or other operating synergies that may result from the
Acquisition or any related restructuring costs.

The unaudited pro forma condensed combined financial information presented
is based on the assumptions and adjustments described in the accompanying
notes. The unaudited pro forma condensed combined financial information is
presented for illustrative purposes and does not purport to represent what
the financial position or results of operations would actually have been if
the Acquisition occurred as of the dates indicated or what financial
position or results would be for any future periods.





 



 Diebold, Incorporated and subsidiaries
Unaudited pro forma condensed combined balance sheet
As of June 30, 2016
(in millions)
 
 
                                                 
  Historical          
  Diebold
(June 30,
2016) Wincor Nixdorf
(March 31,
2016) (IFRS)
(see note 3) Wincor
Nixdorf
U.S. GAAP
adjustments (Note) Wincor
Nixdorf
(U.S. GAAP) Purchase
accounting
adjustments (Note) Financing
adjustments (Note) Pro
forma
ASSETS                    
Current assets:                     
 
Cash and cash equivalents $ 335.5 
  $ 73.4 
  $ - 
    $ 73.4 
  $ - 
    $ 986.7 
  7(j), (k) $ 1,395.6 
 
Restricted cash 1,823.0 
  - 
  - 
    - 
  (995.4 ) 7(a) (827.6 ) 7(k) - 
 
Short-term investments 26.6 
  - 
  - 
    - 
  - 
    - 
    26.6 
 
Trade receivables, net 520.1 
  527.2 
  - 
    527.2 
  (0.2 ) 7(b) - 
    1,047.1 
 
Inventories 430.8 
  436.0 
  - 
    436.0 
  64.4 
  7(c) - 
    931.2 
 
Deferred income taxes 116.5 
  - 
  32.3 
  5(b), (d) 32.3 
  - 
    - 
    148.8 
 
Prepaid expenses 22.4 
  - 
  - 
    - 
  - 
    - 
    22.4 
 
Prepaid income taxes 34.7 
  17.4 
  - 
    17.4 
  - 
    - 
    52.1 
 
Other current assets 148.6 
  99.6 
  13.3 
   5(d) 112.9 
  - 
    (12.9 ) 7(l) 248.6 
 
Total current assets 3,458.2 
  1,153.6 
  45.6 
    1,199.2 
  (931.2 )   146.2 
    3,872.4 
 
Securities and other investments 84.0 
  4.2 
  - 
    4.2 
  - 
    - 
    88.2 
 
Property, plant and equipment, net 166.1 
  138.9 
  - 
    138.9 
  119.6 
  7(f) - 
    424.6 
 
Goodwill 169.2 
  381.9 
  - 
    381.9 
  586.8 
  7(d) - 
    1,137.9 
 
Deferred income taxes 60.5 
  55.9 
  (44.7 ) 5(b), (d) 11.2 
  - 
    - 
    71.7 
 
Finance lease receivables 22.7 
  18.2 
  - 
    18.2 
  - 
    - 
    40.9 
 
Other intangible assets 67.9 
  33.1 
  (1.0 ) 5(a) 32.1 
  787.3 
  7(e) - 
    887.3 
 
Other assets 11.9 
  5.5 
  4.3 
  5(d) 9.8 
  - 
    - 
    21.7 
 
Total other assets, net 582.3 
  637.7 
  (41.4 )   596.3 
  1,493.7 
    - 
    2,672.3 
 
Total assets $ 4,040.5 
  $ 1,791.3 
  $ 4.2 
    $ 1,795.5 
  $ 562.5 
    $ 146.2 
    $ 6,544.7 
 
                
      
 
LIABILITIES AND EQUITY   
    
    
      
    
      
      
 
Current liabilities:   
    
    
      
    
      
      
 
Notes payable $ 39.0 
  $ 77.6 
  $ - 
    $ 77.6 
  $ - 
    $ (10.3 ) 7(j) $ 106.3 
 
Accounts payable 261.1 
  375.9 
  - 
    375.9 
  (0.2 ) 7(b) - 
    636.8 
 
Deferred revenue 217.6 
  225.7 
  - 
    225.7 
  (37.5 ) 7(g) - 
    405.8 
 
Payroll and other benefits liabilities 77.6 
  136.5 
  - 
    136.5 
  - 
    - 
    214.1 
 
Other current liabilities 322.7 
  230.7 
  (42.0 ) 5(b), (d) 188.7 
  - 
    - 
    511.4 
 
Total current liabilities 918.0 
  1,046.4 
  (42.0 )   1,004.4 
  (37.7 )   (10.3 )   1,874.4 
 
Long-term debt 2,274.0 
  64.5 
  - 
    64.5 
  - 
    169.4 
  7(j) 2,507.9 
 
Pensions and other benefits 194.6 
  98.6 
  - 
    98.6 
  - 
    - 
    293.2 
 
Post-retirement and other benefits 19.4 
  11.8 
  - 
    11.8 
  - 
    - 
    31.2 
 
Deferred income taxes - 
  32.1 
  34.8 
  5(a)-(d) 66.9 
  270.8 
  7(h) - 
    337.7 
 
Other long-term liabilities 32.5 
  24.3 
  (2.5 ) 5(b), (c) 21.8 
  - 
    - 
    54.3 
 
Commitments and contingencies - 
  - 
  - 
    - 
  - 
    - 
    - 
 
                     
Equity:   
    
    
      
    
      
      
 
Diebold, Incorporated shareholders' equity   
    
    
      
    
      
      
 
Preferred shares - 
  - 
  - 
    - 
  - 
    - 
    - 
 
Common shares 100.0 
  37.7 
  - 
    37.7 
  (25.3 ) 7(i) - 
    112.4 
 
Additional capital 440.6 
  - 
  - 
    - 
  267.4 
  7(i) - 
    708.0 
 
Retained earnings 869.3 
  606.6 
  13.9 
  5(a)-(d) 620.5 
  (620.5 ) 7(i) (12.9 ) 7(j), (l) 856.4 
 
Treasury shares (562.2 ) (197.7 ) - 
    (197.7 ) 197.7 
  7(i) - 
    (562.2 )
Accumulated other comprehensive items, net (269.4 ) 58.9 
  - 
    58.9 
  (58.9 ) 7(i) - 
    (269.4 )
Total Diebold, Incorporated shareholders' equity 578.3 
  505.5 
  13.9 
    519.4 
  (239.6 )   (12.9 )   845.2 
 
Noncontrolling interests 23.7 
  8.1 
  - 
    8.1 
  569.0 
   7(i) - 
    600.8 
 
Total equity 602.0 
  513.6 
  13.9 
    527.5 
  329.4 
    (12.9 )   1,446.0 
 
Total liabilities and equity $ 4,040.5 
  $ 1,791.3 
  $ 4.2 
  
  $ 1,795.5 
  $ 562.5 
    $ 146.2 
    $ 6,544.7 
 
See accompanying notes to unaudited pro forma condensed combined financial
information.




 



Diebold, Incorporated and subsidiaries
Unaudited pro forma condensed combined statement of operations
For the year ended December 31, 2015
(in millions, except per share data)
 
 
                                                 
  Historical          
  Diebold
(December 31,
2015) Wincor Nixdorf
(September 30,
2015) (IFRS)
(see note 3) Wincor
Nixdorf
U.S. GAAP
adjustments (Note) Wincor
Nixdorf
(U.S. GAAP) Purchase
accounting
adjustments (Note) Financing
adjustments (Note) Pro
forma
Net sales                    
Services $ 1,394.2 
  $ 1,436.8 
  $ - 
    $ 1,436.8 
  $ (6.2 ) 8(a) $ - 
    $ 2,824.8 
 
Products 1,025.1 
  1,351.1 
  - 
    1,351.1 
  (0.3 ) 8(a) - 
    2,375.9 
 
  2,419.3 
  2,787.9 
  - 
    2,787.9 
  (6.5 )   - 
    5,200.7 
 
                     
Cost of sales   
    
    
      
    
      
      
 
Services 932.8 
  1,166.1 
  - 
    1,166.1 
  (1.5 ) 8(a) - 
    2,097.4 
 
Products 834.5 
  1,057.5 
  (13.2 ) 5(b), (e), (f) 1,044.3 
  76.8 
  8(a)-(d) - 
    1,955.6 
 
  1,767.3 
  2,223.6 
  (13.2 )   2,210.4 
  75.3 
    - 
    4,053.0 
 
          
        
      
 
Gross profit (loss) 652.0 
  564.3 
  13.2 
    577.5 
  (81.8 )   - 
    1,147.7 
 
                     
Selling and administrative expense 488.2 
  392.6 
  0.2 
  5(e), (f) 392.8 
  68.8 
  8(c), (d), (e) - 
    949.8 
 
Research, development and engineering expense 86.9 
  102.9 
  4.2 
  5(a), (e), (f) 107.1 
  (1.5 ) 8(c), (d) - 
    192.5 
 
Impairment of assets 18.9 
  - 
  - 
    - 
  - 
    - 
    18.9 
 
Gain on sale of assets, net (0.6 ) - 
  - 
    - 
  - 
    - 
    (0.6 )
  593.4 
  495.5 
  4.4 
    499.9 
  67.3 
    - 
    1,160.6 
 
Operating profit (loss) 58.6 
  68.8 
  8.8 
    77.6 
  (149.1 )   - 
    (12.9 )
Other income (expense)   
    
    
      
    
      
      
 
Investment income 26.0 
  (2.0 ) - 
    (2.0 ) - 
    - 
    24.0 
 
Interest expense (32.5 ) (8.3 ) 1.8 
  5(c), (e) (6.5 ) - 
    (115.9 ) 8(i) (154.9 )
Foreign exchange loss, net (10.0 ) (41.3 ) - 
    (41.3 ) - 
    - 
    (51.3 )
Miscellaneous, net 3.7 
  - 
  - 
    - 
  - 
    (7.0 ) 8(j) (3.3 )
Income (loss) from continuing operations before taxes 45.8 
  17.2 
  10.6 
    27.8 
  (149.1 )   (122.9 )   (198.4 )
Income tax (benefit) expense (13.7 ) 8.2 
  4.9 
  5(a), (b) 13.1 
  (43.3 ) 8(f) (35.6 ) 8(k) (79.5 )
Income (loss) from continuing operations, net of tax 59.5 
  9.0 
  5.7 
    14.7 
  (105.8 )   (87.3 )   (118.9 )
Income (loss) from continuing operations attributable to noncontrolling
interest 1.7
  - 
  - 
    - 
  37.2 
    8(g)  - 
    38.9 
 
Income (loss) from continuing operations attributable to Diebold, Inc. $
57.8
  $ 9.0 
  $ 5.7 
    $ 14.7 
  $ (143.0 )   $ (87.3 )   $ (157.8 )
                     
Basic Weighted Average Shares Outstanding 64.9 
    
    
      
  9.9 
  8(h) - 
    74.8 
 
Diluted Weighted Average Shares Outstanding 65.6 
    
    
      
  9.9 
  8(h) - 
    75.5 
 
                     
Basic earnings (loss) per share from continuing operations $ 0.89 
    
    
              $ (2.11 )
Diluted earnings (loss) per share from continuing operations $ 0.88 
    
    
              $ (2.11 )
See accompanying notes to unaudited pro forma condensed combined financial
information.




 



Diebold, Incorporated and subsidiaries
Unaudited pro forma condensed combined statement of operations
For the six-month period ended June 30, 2016
(in millions, except per share data)

 
                                                 
  Historical          
  Diebold
(June 30,
2016) Wincor Nixdorf
(March 31,
2015) (IFRS)
(see note 3) Wincor
Nixdorf
U.S. GAAP
adjustments (Note) Wincor
Nixdorf
(U.S. GAAP) Purchase
accounting
adjustments (Note) Financing
adjustments (Note) Pro
forma
Net sales   
    
    
               
Services $ 693.2 
  $ 716.7 
  $ - 
    $ 716.7 
  $ (23.0 ) 8(a) - 
    $ 1,386.9 
 
Products 396.4 
  722.5 
  - 
    722.5 
  - 
  8(a) - 
    1,118.9 
 
  1,089.6 
  1,439.2 
  - 
    1,439.2 
  (23.0 )   - 
    2,505.8 
 
                     
Cost of sales   
    
    
      
    
      
      
 
Services 463.9 
  552.8 
  - 
    552.8 
  (17.3 ) 8(a) - 
    999.4 
 
Products 331.8 
  526.2 
  1.1 
  5(b), (e), (f) 527.3 
  7.6 
  8(a)-(d) - 
    866.7 
 
  795.7 
  1,079.0 
  1.1 
    1,080.1 
  (9.7 )   - 
    1,866.1 
 
          
        
      
 
Gross profit 293.9 
  360.2 
  (1.1 )   359.1 
  (13.3 )   - 
    639.7 
 
                     
Selling and administrative expense 252.9 
  211.6 
  1.1 
  5(e), (f) 212.7 
  0.1 
  8(c), (d), (e) - 
    465.7 
 
Research, development and engineering expense 36.1 
  51.6 
  - 
  5(a), (e), (f) 51.6 
  (1.6 ) 8(c), (d) - 
    86.1 
 
Impairment of assets - 
  - 
  - 
    - 
  - 
    - 
    - 
 
Gain on sale of assets, net 0.3 
  - 
  - 
    - 
  - 
    - 
    0.3 
 
  289.3 
  263.2 
  1.1 
    264.3 
  (1.5 )   - 
    552.1 
 
Operating profit (loss) 4.6 
  97.0 
  (2.2 )   94.8 
  (11.8 )   - 
    87.6 
 
Other income (expense)   
    
    
      
    
      
      
 
Investment income 11.2 
  - 
  - 
    - 
  - 
    - 
    11.2 
 
Interest expense (35.8 ) (2.8 ) 0.9 
  5(c), (e) (1.9 ) - 
    (56.0 ) 8(i) (93.7 )
Foreign exchange loss, net (3.6 ) (8.1 ) - 
    (8.1 ) - 
    - 
    (11.7 )
Miscellaneous, net 7.8 
  11.7 
  - 
    11.7 
  - 
    (12.9 ) 8(j) 6.6 
 
Income (loss) from continuing operations before taxes (15.8 ) 97.8 
  (1.3 )   96.5 
  (11.8 )   (68.9 )   - 
 
Income tax (benefit) expense (15.7 ) 28.6 
  (0.4 ) 5(a), (b) 28.2 
  (3.4 ) 8(f) (20.0 ) 8(k) (10.9 )
Income (loss) from continuing operations, net of tax (0.1 ) 69.2 
  (0.9 )   68.3 
  (8.4 )   (48.9 )   10.9 
 
Income (loss) from continuing operations attributable to noncontrolling
interest 1.1
  - 
  - 
    - 
  17.8 
    8(g)  - 
    18.9 
 
Income (loss) from continuing operations attributable to Diebold, Inc. $
(1.2 ) $ 69.2
  $ (0.9 )   $ 68.3 
  $ (26.2 )   $ (48.9 )   $ (8.0 )
                     
Basic Weighted Average Shares Outstanding 65.1 
    
    
      
  9.9 
  8(h) - 
    75.0 
 
Diluted Weighted Average Shares Outstanding 65.7 
    
    
      
  9.9 
  8(h) - 
    75.6 
 
                     
Basic earnings (loss) per share from continuing operations $ (0.02 )   
    
              $ (0.11 )
Diluted earnings (loss) per share from continuing operations $ (0.02 )   
    
              $ (0.11 )
See accompanying notes to unaudited pro forma condensed combined financial
information.




 



Notes to unaudited pro forma condensed combined financial information

Note 1-Description of the Acquisition
 
On November 23, 2015, Diebold, a global leader in providing self-service
delivery, value-added services and software primarily to the financial
services industry, and Wincor Nixdorf, a leading provider of IT solutions
and services to the financial services and retail industries, announced
that the co



24.09.2016 The DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Archive at www.dgap.de

---------------------------------------------------------------------------
 
Language:     English
Company:      Diebold, Inc.
              5995 Mayfair Road
              44720 North Canton, OH
              United States
Internet:     www.diebold.com
 
End of Announcement                             DGAP News-Service
 
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