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Zulassungsfolgepflichten: Diebold Nixdorf, Incorporated: Release according to Article 50 of the WpHG [the German Securities Trading Act] with the objective of Europe-wide distribution

Mittwoch, 13.02.2019 13:30

DGAP Post-admission Duties announcement: Diebold Nixdorf, Incorporated / Third country release according to Article 50 Para. 1, No. 2 of the WpHG [the German Securities Trading Act] Diebold Nixdorf, Incorporated: Release according to Article 50 of the WpHG [the German Securities Trading Act] with the objective of Europe-wide distribution 13.02.2019 / 13:27 Dissemination of a Post-admission Duties announcement according to Article 50 Para. 1, No. 2 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

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): February 13, 2019

Diebold Nixdorf, Incorporated

(Exact name of registrant as specified in its charter)

Ohio 1-4879 34-0183970
(State or other (Commission (I.R.S. Employer
jurisdiction
File Number) Identification No.)
of incorporation)
5995 Mayfair Road, P.O. 44720-8077
Box 3077,
North Canton, Ohio
(Address of principal (Zip Code)
executive offices)

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))

Item 2.02 Results of Operations and Financial Condition

On February 13, 2019, Diebold Nixdorf, Incorporated (the 'Company') issued a news release announcing its results for the fourth quarter and full year of 2018. The news release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in this report shall not be deemed 'filed' for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section and shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.
Exhibit
Number Description
99.1 News release of Diebold Nixdorf, Incorporated dated February 13,
2019

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 Nixdorf, Incorporated
February 13, 2019 By: /s/ Jeffrey Rutherford
Name: Jeffrey Rutherford
Title: Senior Vice
President and Chief
Financial Officer

Exhibit 99.1

/ pressrelease
Media contact: Investor contact:
Mike Jacobsen, APR Steve Virostek
+1 330 490 3796 +1 330 490 6319
michael.jacobsen@dieboldnixdorf.com steve.virostek@dieboldnixdorf.com

FOR IMMEDIATE RELEASE: Feb. 13, 2019

DIEBOLD NIXDORF REPORTS 2018 FOURTH QUARTER, FULL-YEAR FINANCIAL RESULTS

* Q4 revenue of $1.3 billion increased 3.2% on an as-reported basis, or
6.6% in constant currency; full-year revenue was $4.6 billion, flat on
an as-reported basis, down 1.8% in constant currency
* Q4 GAAP EPS attributable to Diebold Nixdorf was a loss of $1.62, or a
loss of $0.08 per share on a non-GAAP basis; full-year GAAP EPS
attributable to Diebold Nixdorf was a loss of $7.48, or loss of $1.03 on
a non-GAAP basis
* Net loss for Q4 was $127.5 million; adjusted EBITDA in Q4 was $126.7
million, an increase of 20.9% from the prior year quarter
* Net cash provided by operating activities was $268.0 million in Q4 and a
use of $104.1 million for the full year; free cash flow was $250.0
million in Q4 and a use of cash of $162.6 million for the full year
* DN Now initiatives and stable market demand drive improved financial
outlook for 2019

NORTH CANTON, Ohio - Diebold Nixdorf, Incorporated (NYSE: DBD), a world leader in enabling connected commerce, today reported its 2018 fourth quarter and full-year financial results.

'The company delivered solid fourth quarter results, as we've built momentum globally in executing our DN Now transformation plans,' said Gerrard Schmid, president and chief executive officer, Diebold Nixdorf. 'Revenue growth was underpinned by strength in Americas Banking and Retail. I am especially pleased with our ability to generate higher profits as we begin to realize the benefits of our DN Now initiatives. Adjusted EBITDA in the quarter increased nearly 21 percent, and the associated margin improved by 140 basis points from the prior year quarter. In addition, we generated strong free cash flow of $250 million due to better profitability, improved inventory management and solid collections. This represents the strongest profit and cash flow performance the company has delivered since the combination of Diebold and Wincor Nixdorf.'

Jeffrey Rutherford, senior vice president and chief financial officer, said, 'We have defined, executable plans that are designed to create longterm, sustainable value. These plans include significant cost reductions and improved net working capital as we realize increased benefits from our global scale. As a result, we are increasing our three-year savings target from $250 million to $400 million. Our DN Now actions are designed to yield returns on invested capital in the mid-teens and produce free cash flow that will reduce our ratio of net debt to trailing 12-months adjusted EBITDA to less than three times by 2021.'

Schmid concluded, 'We are executing on several initiatives to improve our cost structure, intensify customer focus by evolving our connected commerce solutions and significantly improve our financial position. We are confident these plans will improve our financial performance for 2019 and beyond.'

Business Highlights

* Grew orders in the fourth quarter by double digits from the previous
year, driven by growing demand for Windows 10 automated teller machine
(ATM) upgrades, cash recycling, software and point-of-sale technology
* Banking business wins highlighted by multi-million dollar contracts with
Banco do Brasil, NCB in Saudi Arabia, Banco do Oro in the Philippines,
Banco Azteca in Mexico and a major regional bank in the United States
* Won large retail agreements with China Duty Free Group and other major
retailers in Germany, the United Kingdom, France and Poland
* Achieved major service contract renewals during the quarter; including
multi-year service agreements with BBVA Bancomer in Mexico, Sparkasse
Hannover and a major discount supermarket chain in Germany

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* Generated significant cash flow in the quarter from working capital
improvements, which included approximately $142 million from better
inventory management and about $70 million from collections. The
company's focus on streamlining its product portfolio and harvesting
inventory also resulted in a one-time, non-cash inventory charge of
approximately $71 million in the quarter
* Strengthened the company's leadership team with the appointments of Jeff
Rutherford as chief financial officer, Hermann Wimmer to lead the Retail
business and Julian Sparkes to head IT and digital operations

Financial Results of Operations and Segments and Lines of Business Disaggregation of Revenue Summary by Reportable Segments and Lines of Business

Three months ended December 31, 2018 compared to December 31, 2017

(Dollars in 2018 2017 % Change % Change in
millions) CC (1)
Segments and
Lines of
Business
Eurasia
Banking
Services $ 239.7 $ 267.2 (10.3 ) (6.4 )
Products 197.1 202.2 (2.5 ) 1.1
Software 56.5 61.4 (8.0 ) (4.6 )
Total Eurasia 493.3 530.8 (7.1 ) (3.3 )
Banking
Americas
Banking
Services 234.3 240.7 (2.7 ) (1.2 )
Products 160.8 128.2 25.4 28.1
Software 33.8 28.0 20.7 23.8
Total Americas 428.9 396.9 8.1 10.0
Banking
Retail
Services 132.6 130.1 1.9 5.8
Products 183.2 142.8 28.3 33.0
Software 51.8 49.3 5.1 9.7
Total Retail 367.6 322.2 14.1 18.5
Total net $ 1,289.8 $ 1,249.9 3.2 6.6
sales

(1) - The company calculates constant currency by translating the prioryear period results at the 2018 exchange rate.

Year ended December 31, 2018 compared to December 31, 2017

(Dollars in 2018 2017 % Change % Change in
millions) CC (1)
Segments and
Lines of
Business
Eurasia
Banking
Services $ 941.9 $ 967.0 (2.6 ) (4.7 )
Products 648.8 729.2 (11.0 ) (12.9 )
Software 209.5 207.2 1.1 (1.2 )
Total Eurasia 1,800.2 1,903.4 (5.4 ) (7.4 )
Banking
Americas
Banking
Services 941.0 970.4 (3.0 ) (2.0 )
Products 453.1 451.3 0.4 2.2
Software 121.6 103.9 17.0 19.7
Total 1,515.7 1,525.6 (0.6 ) 0.7
Americas
Banking
Retail
Services 493.3 459.9 7.3 4.6
Products 595.6 554.9 7.3 3.7
Software 173.8 165.5 5.0 3.0
Total Retail 1,262.7 1,180.3 7.0 3.9
Total net $ 4,578.6 $ 4,609.3 (0.7 ) (1.8 )
sales

(1) -The company calculates constant currency by translating the prior-year period results at the 2018 exchange rate.

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Full-year 2019 Outlook (continuing operations)1

2019 Outlook
Total Revenue $4.4 billion - $4.5 billion
Adjusted EBITDA $380 million - $420 million
Net cash provided by operating ~ $80 million
activities
Capital expenditures ~ ($80 million)
Free cash flow/(use) Break even

1 - With respect to the company's non-GAAP adjusted EBITDA outlook for 2019, it is not providing a reconciliation to the most directly comparable GAAP financial measure because it is unable to predict with reasonable certainty those items that may affect such measures calculated and presented in accordance with GAAP without unreasonable effort. These measures primarily exclude the future impact of restructuring actions and net non-routine items. These reconciling items are uncertain, depend on various factors and could significantly impact, either individually or in the aggregate, net income calculated and presented in accordance with GAAP. Please see 'Use of Non-GAAP Financial Measures' for additional information regarding our use of non-GAAP financial measures.

Overview Presentation and Conference Call More information on Diebold Nixdorf's quarterly earnings is available on Diebold Nixdorf's Investor Relations website. Gerrard Schmid, president and chief executive officer, and Jeffrey Rutherford, senior vice president and chief financial officer, will discuss the company's financial performance during a conference call today at 8:30 a.m. (ET). Both the presentation and access to the call / webcast are available at www.dieboldnixdorf.com/ earnings . The replay of the webcast can be accessed on the web site for up to three months after the call.

About Diebold Nixdorf Diebold Nixdorf, Incorporated (NYSE: DBD) is a world leader in enabling connected commerce. We automate, digitize and transform the way people bank and shop. Our integrated solutions connect digital and physical channels conveniently, securely and efficiently for millions of consumers every day. As an innovation partner for nearly all of the world's top 100 financial institutions and a majority of the top 25 global retailers, Diebold Nixdorf delivers unparalleled services and technology that power the daily operations and consumer experience of banks and retailers around the world. The company has a presence in more than 100 countries with approximately 23,000 employees worldwide. Visit www.DieboldNixdorf.com for more information.

Non-GAAP Financial Measures and Other Information To supplement our condensed consolidated financial statements presented in accordance with GAAP, the company considers certain financial measures that are not prepared in accordance with GAAP, including non-GAAP results, adjusted diluted earnings per share, free cash flow/(use), net investment/ (debt), EBITDA, adjusted EBITDA, non-GAAP effective tax rate and constant currency results. The company calculates constant currency by translating the prior year results at the current year exchange rate. The company uses these non-GAAP financial measures, in addition to GAAP financial measures, to evaluate our operating and financial performance and to compare such performance to that of prior periods and to the performance of our competitors. Also, the company uses these non-GAAP financial measures in making operational and financial decisions and in establishing operational goals. The company also believes providing these non-GAAP financial measures to investors, as a supplement to GAAP financial measures, helps investors evaluate our operating and financial performance and trends in our business, consistent with how management evaluates such performance and trends. The company also believes these non-GAAP financial measures may be useful to investors in comparing its performance to the performance of other companies, although its non-GAAP financial measures are specific to the company and the non-GAAP financial measures of other companies may not be calculated in the same manner. We provide EBITDA and Adjusted EBITDA because we believe that investors and securities analysts will find EBITDA and adjusted EBITDA to be useful measures for evaluating our operating performance and comparing our operating performance with that of similar companies that have different capital structures and for evaluating our ability to meet our future debt service, capital expenditures and working capital requirements. We are also providing EBITDA and adjusted EBITDA in light of our credit agreement and 8.5% senior notes due 2024. For more information, please refer to the section, 'Notes for Non-GAAP Measures.'

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Forward-Looking Statements This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding anticipated adjusted revenue growth, adjusted internal revenue growth, adjusted diluted earnings per share and adjusted earnings per share growth. Statements can generally be identified as forward looking because they include words such as 'believes,' 'anticipates,' 'expects,' 'could,' 'should' or words of similar meaning. Statements that describe the company's future plans, objectives or goals are also forward-looking statements. Forward-looking statements are subject to assumptions, risks and uncertainties that may cause actual results to differ materially from those contemplated by such forward-looking statements. The factors that may affect the company's results include, among others: the ultimate impact of the domination and profit and loss transfer agreement with Diebold Nixdorf AG ('DPLTA') and the outcome of the appraisal proceedings initiated in connection with the implementation of the DPLTA; the ultimate outcome and results of integrating the operations of the company and Diebold Nixdorf AG; the ultimate outcome of the company's pricing, operating and tax strategies applied to Diebold Nixdorf AG and the ultimate ability to realize cost reductions and synergies; the company's ability to successfully operate its strategic alliances in China; the changes in political, economic or other factors such as interest rates, 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 the impact of the Tax Act; the company's reliance on suppliers and any potential disruption to the company's global supply chain; changes in the company's relationships with customers, suppliers, distributors and/or partners in its business ventures; the impact of market and economic conditions on the financial services and retail industries; the capacity of the company's technology to keep pace with a rapidly evolving marketplace; pricing and other actions by competitors; the effect of legislative and regulatory actions in the United States and internationally; the company's ability to comply with government regulations; the impact of a security breach or operational failure on the company's business; the company's ability to successfully integrate acquisitions into its operations; the company's ability to achieve benefits from its cost-reduction initiatives and other strategic initiatives, such as DN Now, including its planned restructuring actions, as well as its business process outsourcing initiative; unanticipated litigation, claims or assessments, as well as the outcome/impact of any current/pending litigation, claims or assessments; the company's success in divesting, reorganizing or exiting non-core and/or non-accretive businesses; changes in the company's intention to further repatriate cash and cash equivalents and short-term investments residing in international tax jurisdictions, which could negatively impact foreign and domestic taxes: the company's ability to maintain effective internal controls; the company's ability to comply with covenants contained in the agreements governing its debt; the investment performance of the company's pension plan assets, which could require the company to increase its pension contributions, and significant changes in healthcare costs, including those that may result from government action; the amount and timing of repurchases of the company's common shares, if any; and other factors included in the company's filings with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2017 and in other documents that the company files with the SEC. You should consider these factors carefully in evaluating forwardlooking statements and are cautioned not to place undue reliance on such statements. The company assumes no obligation to update any forward-looking statements, which speak only to the date of this release.

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DIEBOLD NIXDORF, INCORPORATED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED (IN MILLIONS EXCEPT EARNINGS PER SHARE)

Q4 2018 Q4 2017(1) YTD YTD 12/31/2
12/31/2018 017(1)
Net sales
Services $ 726. $ 749. $ 2,78 $ 2,78
9 3 9.5 5.3
Products 562.9 500.6 1,789.1 1,824.0
Total 1,289.8 1,249.9 4,578.6 4,609.3
Cost of
sales
Services 565.2 553.7 2,164.3 2,110.1
Products 516.8 410.1 1,523.4 1,499.4
Total 1,082.0 963.8 3,687.7 3,609.5
Gross 207.8 286.1 890.9 999.8
profit
Gross 16.1 % 22.9 % 19.5 % 21.7 %
margin
Operating
expenses
Selling and 221.6 241.0 885.6 933.7
administra-
tive
expense
Research, 38.5 41.1 157.4 155.5
development
and
engineering
expense
Impairment - - 217.5 3.1
of
assets(2)
(Gain) loss 0.1 3.5 (6.7 ) 1.0
on sale of
assets, net
Total 260.2 285.6 1,253.8 1,093.3
Percent of 20.2 % 22.8 % 27.4 % 23.7 %
net sales
Operating (52.4 ) 0.5 (362.9 ) (93.5 )
profit
(loss)
Operating (4.1 ) - % (7.9 ) (2.0 )
margin % % %
Other
income
(expense)
Interest 1.1 4.5 8.7 20.3
income
Interest (55.3 ) (26.6 ) (154.9 ) (117.3 )
expense
Foreign (0.2 ) 0.6 (2.5 ) (3.9 )
exchange
gain
(loss), net
Miscellaneo 0.3 0.1 (4.0 ) 2.5
us, net
Total other (54.1 ) (21.4 ) (152.7 ) (98.4 )
income
(expense),
net
Income (106.5 ) (20.9 ) (515.6 ) (191.9 )
(loss)
before
taxes
Income tax 2.6 88.8 37.2 28.3
expense
(benefit)
Equity in (18.4 ) 7.0 (13.2 ) 6.3
earnings
(loss) of
unconsolid-
ated
subsidiarie
s, net
Net income (127.5 ) (102.7 ) (566.0 ) (213.9 )
(loss)
Net income (3.9 ) 7.4 2.7 27.6
attributab-
le to
noncontrol-
ling
interests,
net of tax
Net income $ (123 ) $ (110 ) $ (568 ) $ (241 )
(loss) .6 .1 .7 .5
attributab-
le to
Diebold
Nixdorf,
Incorporat-
ed
Basic 76.1 75.5 76.0 75.5
weighted-
average
shares
outstanding
Diluted 76.1 75.5 76.0 75.5
weighted-
average
shares
outstanding
Net income
(loss)
attributab-
le to
Diebold
Nixdorf,
Incorporat-
ed
Basic $ (1.6 ) $ (1.4 ) $ (7.4 ) $ (3.2 )
earnings 2 6 8 0
(loss) per
share
Diluted $ (1.6 ) $ (1.4 ) $ (7.4 ) $ (3.2 )
earnings 2 6 8 0
(loss) per
share
Cash $ - $ 0.10 $ 0.10 $ 0.40
dividends
declared
and paid
per share

(1) The company corrected an immaterial error related to cost of sales and its related tax effect in the comparable periods as presented. (2) The company corrected an immaterial error in impairment of assets related to the goodwill impairment recorded in the second and third quarters of 2018.

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DIEBOLD NIXDORF, INCORPORATED CONDENSED CONSOLIDATED BALANCE SHEETS - UNAUDITED (IN MILLIONS)

12/31/2018 12/31/2017(1)
ASSETS
Current assets
Cash and cash equivalents $ 353.1 $ 535.2
Restricted cash 105.3 8.0
Short-term investments 33.5 81.4
Trade receivables, less allowances for 737.2 827.9
doubtful accounts
Inventories 610.1 714.5
Other current assets 364.2 313.2
Total current assets 2,203.4 2,480.2
Securities and other investments 22.4 96.8
Property, plant and equipment, net 304.1 364.5
Goodwill 827.1 1,117.1
Customer relationships, net 533.1 633.3
Intangible assets, net 91.5 140.5
Other assets 330.3 389.6
Total assets $ 4,311.9 $ 5,222.0
LIABILITIES, REDEEMABLE NONCONTROLLING
INTERESTS AND EQUITY
Current liabilities
Notes payable $ 49.5 $ 66.7
Accounts payable 509.5 562.2
Deferred revenue 378.2 436.5
Other current liabilities 631.2 730.3
Total current liabilities 1,568.4 1,795.7
Long-term debt 2,190.0 1,787.1
Long-term liabilities 582.7 664.8
Redeemable noncontrolling interests 130.4 492.1
Total Diebold Nixdorf, Incorporated (186.4 ) 445.5
shareholders' equity
Noncontrolling interests 26.8 36.8
Total equity (159.6 ) 482.3
Total liabilities, redeemable $ 4,311.9 $ 5,222.0
noncontrolling interests and equity

(1) The company corrected an immaterial error related to trade receivables, less allowances for doubtful accounts; inventories; deferred costs, included in other current assets; deferred revenue; related tax effects, included in other assets and other current liabilities and the change in the statement of operations which are included in total Diebold Nixdorf, Incorporated shareholders' equity in the comparable period as presented.

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DIEBOLD NIXDORF, INCORPORATED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED (IN MILLIONS)

YTD 12/31/2018 YTD 12/31/2017(1)
Cash flow from
operating activities
Net income (loss) $ (566.0 ) $ (213.9 )
Adjustments to
reconcile net income
(loss) to cash
provided (used) by
operating activities:
Depreciation and 258.7 252.2
amortization
Impairment of assets 217.5 3.1
Deferred income taxes (59.6 ) 16.6
Inventory charge 74.5 4.2
Other 27.0 37.4
Cash flow from changes
in certain assets and
liabilities, net of
the effects of
acquisitions
Trade receivables 51.0 23.9
Inventories (5.1 ) 21.8
Accounts payable (34.5 ) (6.3 )
Income taxes (1.7 ) (38.7 )
Deferred revenue (42.4 ) 26.0
Warranty liability (33.1 ) (34.2 )
Certain other assets 9.6 (55.0 )
and liabilities
Net cash provided (104.1 ) 37.1
(used) by operating
activities
Cash flow from
investing activities
Capital expenditures (58.5 ) (69.4 )
Payments for (5.9 ) (5.6 )
acquisitions, net of
cash acquired
Net investment 117.6 (33.6 )
activity
Increase in certain (18.8 ) (12.2 )
other assets
Net cash provided 34.4 (120.8 )
(used) by investing
activities
Cash flow from
financing activities
Dividends paid (7.7 ) (30.6 )
Net debt borrowings 398.8 (10.8 )
Distributions and (377.2 ) (17.6 )
payments to
noncontrolling
interest holders
Issuance of common - 0.3
shares
Repurchase of common (3.0 ) (5.0 )
shares
Net cash provided 10.9 (63.7 )
(used) by financing
activities
Effect of exchange (18.7 ) 37.9
rate changes on cash
Increase (decrease) in (77.5 ) (109.5 )
cash, cash equivalents
and restricted cash
Less: Cash included in 7.3 -
assets held for sale
at end of year
Cash, cash equivalents 543.2 652.7
and restricted cash at
the beginning of the
year
Cash, cash equivalents $ 458.4 $ 543.2
and restricted cash at
the end of the year
Cash paid for income $ 64.9 $ 78.2
taxes

(1) The company corrected an immaterial error related to net income (loss); trade receivables; inventories and deferred costs, included in certain other assets and liabilities in the comparable period as presented.

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Notes for Non-GAAP Measures To supplement our condensed consolidated financial statements presented in accordance with GAAP, the company considers certain financial measures that are not prepared in accordance with GAAP, including non-GAAP results, adjusted diluted earnings per share, EBITDA and Adjusted EBITDA, free cash flow/(use) and net investment/(debt). The tables below have been updated to reflect the immaterial error corrections noted in the condensed consolidated statements of operations, condensed consolidated statements of balance sheets and condensed consolidated statements of cash flows where appropriate.

1. Profit/loss summary (Dollars in millions):

Q4 2018
Q4 2017
Rev
Gross Profit
% of Sales OPEX
OP %
of Sales
Rev
Gross Profit
% of Sales OPEX
OP %
of Sales
GAAP results
$ 1,289.8
$ 207.8
16.1 % $
260.2 $
(52.4 ) (4.1
)% $
1,249.9 $
286.1 22.9
% $ 285.6
$ 0.5
- %
Restructuring
-
18.1
(2.5 )
20.6
-
(3.2 )
(7.9 )
4.7
Non-routine
income/expense:
Legal/consulting and deal expense
-
-
(12.2 )
12.2
-
-
-
-
Acquisition integration
-
0.6
(6.6 )
7.2
-
1.7
(15.6 )
17.3
Wincor Nixdorf purchase accounting adjustments
-
3.4
(21.2 )
24.6
-
7.2
(21.9 )
29.1
Inventory charge
-
70.5
-
70.5
-
1.0
-
1.0
Other
-
(2.2 )
(2.6 )
0.4
-
0.3
(5.8 )
6.1
Non-routine expenses, net
-
72.3
(42.6 )
114.9
-
10.2
(43.3 )
53.5
Non-GAAP results
$ 1,289.8
$ 298.2
23.1 % $
215.1 $
83.1 6.4
% $
1,249.9 $
293.1 23.4
% $ 234.4
$ 58.7
4.7 %

YTD 12/31/2018
YTD 12/31/2017
Rev
Gross Profit
% of Sales OPEX
OP %
of Sales
Rev
Gross Profit
% of Sales OPEX
OP %
of Sales
GAAP results
$ 4,578.6
$ 890.9
19.5 % $
1,253.8 $
(362.9 ) (7.9
)% $
4,609.3 $
999.8 21.7
% $ 1,093.3
$ (93.5 )
(2.0 )%
Restructuring
-
28.6
(36.4 )
65.0
-
29.2
(20.2 )
49.4
Non-routine
income/expense:
Impairment
-
-
(217.5 )
217.5
-
-
(3.1 )
3.1
Legal/consulting and deal expense
-
-
(15.1 )
15.1
-
0.6
(15.5 )
16.1
Acquisition integration
-
3.8
(43.4 )
47.2
-
4.4
(67.7 )
72.1
Wincor Nixdorf purchase accounting adjustments
-
24.3
(89.1 )
113.4
30.4
75.9
(85.0 )
160.9
Inventory charge
-
74.5
-
74.5
-
4.2
-
4.2
Other
-
(5.3 )
2.2
(7.5 )
-
2.1
(5.8 )
7.9
Non-routine expenses, net
-
97.3
(362.9 )
460.2
30.4
87.2
(177.1 )
264.3
Non-GAAP results
$ 4,578.6
$ 1,016.8
22.2 % $
854.5 $
162.3 3.5
% $
4,639.7 $
1,116.2 24.1
% $ 896.0
$ 220.2
4.7 %

Restructuring expenses relate to the business transformation plan focused on driving connected commerce, finance, sales and operational excellence, business integration and global workforce alignment. Non-routine income/ expense relate to non-cash impairments associated with goodwill and legacy Diebold software. Legal, consulting and deal expenses primarily related to the mark-to-mark impact on Wincor Nixdorf stock options and fees paid by the company in connection with ongoing obligations related to prior regulatory settlements, including the cost of acquisition, integration and divestiture expenses. The acquisition integration expenses primarily relate to the integration of Wincor Nixdorf, which was acquired in August 2016. The Wincor Nixdorf purchase accounting adjustments relate to the valuation of deferred revenue, inventory and intangible asset charges as management believes that this is useful information to investors by highlighting the impact of the acquisition of Wincor Nixdorf on the company's operations. The inventory charge relates to the company's re-assessment of primarily finished goods and service parts due to contract cancellations and excess and obsolete inventory due to streamlining the company's product portfolio and optimizing its manufacturing footprint. Other includes the gain on the sale of buildings, certain non-cash balance sheet adjustments in Canada and Hong Kong, amounts related to the Brazil indirect tax matter and executive severance related to the CEO and CFO.

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2. Reconciliation of GAAP net income (loss) to EBITDA and Adjusted EBITDA measures (Dollars in millions):

Q4 2018 Q4 2017 YTD YTD
12/31/2018 12/31/2017
Net income $ (127.5 ) $ (102.7 ) $ (566.0 ) $ (213.9 )
(loss)
Income tax 2.6 88.8 37.2 28.3
expense
(benefit)
Interest (1.1 ) (4.5 ) (8.7 ) (20.3 )
income
Interest 55.3 26.6 154.9 117.3
expense
Depreciation 58.9 64.3 245.0 242.0
and
amortization
EBITDA (11.8 ) 72.5 (137.6 ) 153.4
Share-based 9.4 10.8 36.6 33.9
compensation
Foreign 0.2 (0.6 ) 2.5 3.9
exchange
(gain) loss,
net
Miscellaneous, (0.3 ) (0.1 ) 4.0 (2.5 )
net
Equity in 18.4 (7.0 ) 13.2 (6.3 )
(earnings)
loss of
unconsolidated
subsidiaries,
net
Restructuring 20.6 4.7 65.0 49.4
expenses
Non-routine 90.2 24.5 347.0 135.9
expenses, net
Adjusted $ 126.7 $ 104.8 $ 330.7 $ 367.7
EBITDA
Adjusted 9.8 % 8.4 % 7.2 % 8.0 %
EBITDA margin

We define EBITDA as net income (loss) excluding income tax benefit, net interest, and depreciation and amortization expense. As defined in the company's credit agreement, Adjusted EBITDA is EBITDA before the effect of the following items: share-based compensation, foreign exchange (gain) loss net, miscellaneous net, equity in (earnings) loss of unconsolidated subsidiaries, net, restructuring expenses and non-routine expenses net, as outlined in Note 1 of the non-GAAP measures. In order to remain comparable to the U.S. GAAP depreciation and amortization measures and avoid duplication, the company reclassified $24.7 and $29.0, respectively, from non-routine expenses, net to the depreciation and amortization caption in the Adjusted EBITDA reconciliation for the three month periods ended December 31, 2018 and 2017, respectively, and $113.2 and $128.4 for the years ended December 31, 2018 and 2017, respectively. Deferred financing fees amortization is included in interest expense and GAAP depreciation and amortization; to avoid duplication, deferred financing fees amortization of $5.1 and $2.5 for the three months ended December 31, 2018 and 2017, respectively, and $13.7 and $10.2 for the years ended December 31, 2018 and 2017, respectively, were removed from the depreciation and amortization caption. This represents the reconciliation between the amounts presented in note 1 and Adjusted EBITDA. Miscellaneous, net primarily consists of company-owned life insurance contracts. These are non-GAAP financial measurements used by management to enhance the understanding of our operating results. EBITDA and Adjusted EBITDA are key measures we use to evaluate our operational performance. We provide EBITDA and Adjusted EBITDA because we believe that investors and securities analysts will find EBITDA and Adjusted EBITDA to be useful measures for evaluating our operating performance and comparing our operating performance with that of similar companies that have different capital structures and for evaluating our ability to meet our future debt service, capital expenditures, and working capital requirements. However, EBITDA and Adjusted EBITDA should not be considered as alternatives to net income as a measure of operating results or as alternatives to cash flows from operating activities as a measure of liquidity in accordance with GAAP.

3. Reconciliation of diluted GAAP EPS to non-GAAP EPS from continuing operations measures:

Q4 2018 Q4 2017 YTD YTD
12/31/2018 12/31/2017
Total diluted EPS $ (1.62 ) $ (1.46 ) $ (7.48 ) $ (3.20 )
attributable to
Diebold Nixdorf,
Incorporated
(GAAP measure)
Restructuring 0.27 0.06 0.85 0.65
Non-routine
(income)/expense:
Impairment - - 2.86 0.04
Legal/consulting 0.16 - 0.20 0.25
and deal expense
Acquisition 0.09 0.23 0.62 0.95
integration
Wincor Nixdorf 0.32 0.38 1.49 2.11
purchase
accounting
adjustments
Inventory charge 0.93 0.01 0.98 0.06
Equity in 0.24 - 0.24 -
(earnings) loss
of unconsolidated
subsidiaries, net
Other 0.01 0.10 (0.08 ) 0.13
Total non-routine 1.75 0.72 6.31 - 3.54
(income)/expense
U.S. tax law (0.22 ) 1.25 0.40 1.25
impact
Tax impact (0.26 ) (0.18 ) (1.11 ) (1.14 )
(inclusive of
allocation of
discrete tax
items)
Total diluted $ (0.08 ) $ 0.39 $ (1.03 ) $ 1.10
adjusted EPS
(non-GAAP
measure)

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Restructuring expenses relate to the business transformation plan focused on driving connected commerce, finance, sales and operational excellence, business integration and global workforce alignment. Non-routine income/ expense relate to non-cash impairments associated with goodwill and legacy Diebold software. Legal, consulting and deal expenses primarily related to the mark-to-mark impact on Wincor Nixdorf stock options and fees paid by the company in connection with ongoing obligations related to prior regulatory settlements, including the cost of acquisition, integration and divestiture expenses. The acquisition integration expenses primarily relate to the integration of Wincor Nixdorf, which was acquired in August 2016. The Wincor Nixdorf purchase accounting adjustments relate to the valuation of deferred revenue, inventory and intangible asset charges as management believes that this is useful information to investors by highlighting the impact of the acquisition of Wincor Nixdorf on the company's operations. The inventory charge relates to the company's re-assessment of primarily finished goods and service parts due to contract cancellations and excess and obsolete inventory due to streamlining the company's product portfolio and optimizing its manufacturing footprint. Exit activities related to the Aisino strategic alliance in China are included in equity in (earnings) loss of unconsolidated subsidiaries. Other includes the gain on the sale of buildings, certain non-cash balance sheet adjustments in Canada and Hong Kong, amounts related to the Brazil indirect tax matter, and executive severance related to the CEO and CFO.

4. Free cash flow/(use) is calculated as follows (Dollars in millions):

Q4 2018 Q4 2017 YTD YTD
12/31/2018 12/31/2017
Net cash $ 268.0 $ 272.4 $ (104.1 ) $ 37.1
provided by
operating
activities
(GAAP
measure)
Capital (18.0 ) (27.7 ) (58.5 ) (69.4 )
expenditures
(GAAP
measure)
Free cash $ 250.0 $ 244.7 $ (162.6 ) $ (32.3 )
flow/(use)
(non-GAAP
measure)

We define free cash flow (use) as net cash used by operating activities less capital expenditures. We consider free cash flow (use) to be a liquidity measure that provides useful information to management and investors about the amount of cash generated by the business that, after the purchase of property and equipment, can be used for debt servicing, strategic opportunities, including investing in the business, making strategic acquisitions, strengthening the balance sheet and paying dividends.

5. Net debt is calculated as follows (Dollars in millions):

12/31/2018 12/31/2017
Cash, cash equivalents, restricted $ 491.9 $ 624.6
cash and short-term investments
(GAAP measure)
Debt instruments (2,239.5 ) (1,853.8 )
Net debt (non-GAAP measure) $ (1,747.6 ) $ (1,229.2 )

The company's management believes that given the significant cash, cash equivalents and other investments on its balance sheet that net cash against outstanding debt is a meaningful net debt calculation. More than 90% of the company's cash, cash equivalents, restricted cash and short-term investments reside in international tax jurisdictions for all periods presented.

### PR/19_3934

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13.02.2019 The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Archive at www.dgap.de


Language: English
Company: Diebold Nixdorf, Incorporated
5995 Mayfair Road
44720 North Canton, OH
United States
Internet: www.dieboldnixdorf.com
 
End of News DGAP News Service

775467  13.02.2019 

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