MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS as of DECEMBER 31, ~~2020~~2022

DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES

(unaudited)

(in millions, except per share amounts)

Summarized Statements of Operations
Year Ended
December 31, 2020 December 31, 2019
Net sales $ 1,097.4 $ 1,206.6
Cost of sales 784.3 963.0
Selling and administrative expense 446.4 355.3
Research, development and engineering expense 38.1 40.1
Impairment of assets 2.5 5.1
Loss (gain) on sale of assets, net (0.5) (6.1)
Interest income 1.1 2.1
Interest expense (267.8) (190.1)
Foreign exchange (loss) gain, net (9.5) 0.9
Miscellaneous, net 156.9 94.0
Loss from continuing operations before taxes $ (292.7) $ (243.9)
Net (loss) income $ (269.1) $ (341.3)
Net (loss) income attributable to Diebold Nixdorf, Incorporated $ (269.1) $ (341.3)

The following tables present summarized financial information for the subsidiaries of the Company whose securities are pledged as the Collateral (together, the “Collateral Group”) on a combined basis with intercompany balances and transactions between entities in the Consolidated Group eliminated. No trading market for the subsidiaries in the Collateral Group exists.


	Summarized Balance Sheet
	December 31, 2022
Total current assets	$	2,362.4
Total non-current assets	$	1,248.3

Total current liabilities	$	1,035.7
Total non-current liabilities	$	1,443.0


	Summarized Statements of Operation
	Year ended
	December 31, 2022
Net sales	$	2,370.9
Cost of sales	1,541.5
Gross profit	829.4

Selling and administrative expense	420.9
Research, development and engineering expense	84.8
Impairment of assets	25.8
Loss (gain) on sale of assets, net	(1.3)
Operating profit	299.2

Interest income	3.5
Interest expense	(44.7)
Foreign exchange (loss) gain, net	28.5
Miscellaneous gain/(loss), net	(53.6)
Income from continuing operations before taxes	$	232.9

Net (loss) income	$	239.3

As of December 31, ~~2020 and December 31, 2019,~~2022, the ~~Parent Company and the guarantor subsidiaries~~Collateral Group on a combined basis had the following balances with non-guarantor subsidiaries:

Summarized Balance Sheets
December 31, 2020 December 31, 2019
Total current assets $ 211.5 $ 590.4
Total non-current assets $ 867.5 $ 743.2


	Summarized Balance Sheet
	December 31, 2022
Total current assets	$	1,332.0
Total non-current assets	$	—

Table of Contents

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS as of DECEMBER 31, 2022

DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES

(unaudited)

(in millions, except per share amounts)

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Management’s discussion and analysis of the Company’s financial condition and results of operations are based upon the Company’s consolidated financial statements. The consolidated financial statements of the Company are prepared in conformity with generally accepted accounting principles in the United States (U.S. GAAP). The preparation of the accompanying consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities and reported amounts of revenues and expenses. Such estimates include revenue recognition, the valuation of trade and financing receivables, inventories, goodwill, intangible assets, other long-lived assets, legal contingencies, guarantee obligations, and assumptions used in the calculation of income taxes, pension and post-retirement benefits and customer incentives, among others. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors. Management monitors the economic conditions and other factors and will adjust such estimates and assumptions when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates.

The Company’s significant accounting policies are described in Note ~~1: Summary~~1 of ~~Significant Accounting Policies to~~ the consolidated financial statements, which is contained in Item 8 of this annual report on Form 10-K. Management believes that, of its significant accounting policies, its policies concerning revenue recognition, allowances for credit losses, inventory reserves, goodwill, long-lived assets, taxes on income, contingencies and pensions and post-retirement benefits are the most critical because they are affected significantly by judgments, assumptions and estimates. Additional information regarding these policies is included below.

~~Table of Contents~~

~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION~~

~~AND RESULTS OF OPERATIONS as of DECEMBER 31, 2020~~

~~DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES~~

~~(unaudited)~~

~~(in millions, except per share amounts)~~

credits, price concessions, incentives, performance bonuses, penalties, or other similar items contained in the contract with the customer of which generally these variable consideration components represents minimal amount of net sales. The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product or service to a customer.

The Company's payment terms vary depending on the individual contracts and are generally fixed fee. The Company recognizes advance payments and billings in excess of revenue recognized as deferred revenue. In certain contracts where services are provided prior to billing, the Company recognizes a contract asset within trade ~~receivables and other current assets.~~receivables.

Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction and that are collected by the Company from a customer are excluded from revenue.

The Company recognizes shipping and handling fees billed when products are shipped or delivered to a customer and includes such amounts in net sales. Although infrequent, shipping and handling associated with outbound freight after control over a product has transferred to a customer is not a separate performance obligation, rather is accounted for as a fulfillment cost. Third-party freight payments are recorded in cost of sales.

The Company includes a warranty in connection with certain contracts with customers, which are not considered to be separate performance obligations. The Company provides its customers a manufacturer’s warranty and records, at the time of the sale, a corresponding estimated liability for potential warranty costs. For additional information on product warranty refer to Note ~~9: Guarantees and Product Warranties.~~9 of the consolidated financial statements. The Company also has extended warranty and service contracts available for its customers, which are recognized as separate performance obligations. Revenue is recognized on these contracts ratably as the Company has a stand-ready obligation to provide services when or as needed by the customer. This input method is the most accurate assessment of progress toward completion the Company can apply.

Product revenue is recognized at the point in time that the customer obtains control of the product, which could be upon delivery or upon completion of installation services, depending on contract terms. The Company’s software licenses are functional in nature (the IP has significant stand-alone functionality); as such, the revenue recognition of distinct software license sales is at the point in time that the customer obtains control of the rights granted by the license.

Professional services integrate the commercial solution with the customer's existing infrastructure and helps define the optimal user experience, improve business processes, refine existing staffing models and deploy technology to meet branch and store automation objectives. Revenue from professional services are recognized over time, because the customer simultaneously receives and consumes the benefits of the Company’s performance as the services are performed or when the Company’s performance creates an asset with no alternative use and the Company has an enforceable right to payment for performance completed to date. Generally revenue will be recognized using an input measure, typically costs incurred. The typical contract length for service is generally one year and is billed and paid in advance except for installations, among others.

Table of Contents

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS as of DECEMBER 31, 2022

DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES

(unaudited)

(in millions, except per share amounts)

Services may be sold separately or in bundled packages. For bundled packages, the Company accounts for individual services separately if they are distinct. A distinct service is separately identifiable from other items in the bundled package if a customer can benefit from it on its own or with other resources that are readily available to the customer. The consideration (including any discounts) is allocated between separate services or distinct obligations in a bundle based on their stand-alone selling prices. The stand-alone selling prices are determined based on the prices at which the Company separately sells the products or services. For items that are not sold separately, the Company estimates stand-alone selling prices using the cost plus expected margin approach. Revenue on service contracts is recognized ratably over time, generally using an input measure, as the customer simultaneously receives and consumes the benefits of the Company’s performance as the services are performed. In some circumstances, when global service supply chain services are not included in a term contract and rather billed as they occur, revenue on these billed work services are recognized at a point in time as transfer of control occurs.

The following is a description of principal solutions offered within the Company's two main customer segments that generate the Company's revenue.

Banking

Products. Products for banking customers consist of cash recyclers and dispensers, intelligent deposit terminals, teller automation tools and kiosk technologies, as well as physical security solutions. The Company provides its banking customers front-end applications for consumer connection points and back-end platforms that manage channel transactions, operations and integration and facilitate omnichannel transactions, endpoint monitoring, remote asset management, customer marketing, merchandise management and analytics. These offerings include highly configurable, API enabled software that automates legacy banking transactions across channels.

~~Table of Contents~~

~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION~~

~~AND RESULTS OF OPERATIONS as of DECEMBER 31, 2020~~

~~DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES~~

~~(unaudited)~~

~~(in millions, except per share amounts)~~

Services. The Company provides its banking customers product-related services which include proactive monitoring, ~~and~~ rapid resolution of incidents through remote service capabilities or an on-site ~~visit.~~visit and professional services. First and second line maintenance, preventive maintenance and on-demand services keep the distributed assets of the Company's customers up and running through a standardized incident management process. Managed services and outsourcing consists of the end-to-end business processes, solution management, upgrades and transaction processing. The Company also provides a full array of cash management services, which optimizes the availability and cost of physical currency across the enterprise through efficient forecasting, inventory and replenishment processes.

Retail

Products. The retail product portfolio includes modular, integrated and mobile POS and SCO terminals that meet evolving automation and omnichannel requirements of consumers. Supplementing the POS system is a broad range of peripherals, including printers, scales and mobile scanners, as well as the cash management portfolio which offers a wide range of banknote and coin processing systems. Also in the portfolio, the Company provides SCO terminals and ordering kiosks which facilitate an efficient and user-friendly purchasing experience. The Company’s hybrid product line can alternate from an attended operator to self-checkout with the press of a button as traffic conditions warrant throughout the business day.

The Company's platform software is installed within retail data centers to facilitate omnichannel transactions, endpoint monitoring, remote asset management, customer marketing, merchandise management and analytics.

Services. The Company provides its retail customers product-related services which include on-demand services and professional services. Diebold Nixdorf AllConnect Services for retailers include maintenance and availability services to continuously improve retail self-service fleet availability and performance. These include: total implementation services to support both current and new store concepts; managed mobility services to centralize asset management and ensure effective, tailored mobile capability; monitoring and advanced analytics providing operational insights to support new growth opportunities; and store life-cycle management to proactively monitors store IT endpoints and enable improved management of internal and external suppliers and delivery organizations.

Inventory Reserves. At each reporting period, the Company identifies and writes down its excess and obsolete inventories to net realizable value based on usage forecasts, order volume and inventory aging. With the development of new products, the Company also rationalizes its product offerings and will write-down discontinued product to the lower of cost or net realizable value.

Goodwill. Goodwill is the cost in excess of the net assets of acquired businesses (refer to Note ~~8: Goodwill and Intangible Assets to~~8 of the consolidated financial statements). The Company tests all existing goodwill at least annually as of October 31 for impairment on a reporting unit ~~basis.~~basis using either a quantitative or qualitative approach. The annual goodwill impairment test was performed using a quantitative analysis in 2022, qualitative analysis in 2021 and a quantitative analysis in 2020. As a result of the reporting unit change in Q2

Table of Contents

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS as of DECEMBER 31, 2022

DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES

(unaudited)

(in millions, except per share amounts)

2022, we performed an interim quantitative goodwill impairment test. No impairment resulted from the quantitative interim goodwill impairment test under either the legacy or new reporting unit structure.

A qualitative analysis is performed by assessing recent trends and factors, including projected market outlook and growth rates, forecasted and actual sales and operating profit margins, discount rates, industry data, and other relevant qualitative factors. These trends and factors are compared to, and based on, the assumptions used in the most recent quantitative analysis performed for each reporting unit. The results of the qualitative analyses did not indicate a need to perform a quantitative analysis.

In years in which quantitative analyses were performed, the fair value of the reporting units is determined based upon a combination of the income and market approaches, which are standard valuation methodologies. The income approach uses discounted estimated future cash flows, whereas the market approach or guideline public company method utilizes market data of similar publicly traded companies. The fair value of the reporting unit is defined as the price that would be received in a sale of the net assets in an orderly transaction between market participants at the assessment date. The Company compares the fair value of each reporting unit with its carrying value and would recognize an impairment charge if the amount carrying amount exceeds the reporting unit’s fair value.

The techniques used in the Company's ~~annual assessment~~quantitative assessments incorporate a number of assumptions that the Company believes to be reasonable and to reflect market conditions at the assessment date. Assumptions in estimating future cash flows are subject to a high degree of judgment. The Company makes all efforts to forecast future cash flows as accurately as possible with the information available at the time the forecast is made. To this end, the Company evaluates the appropriateness of its assumptions as well as its overall forecasts by comparing projected results of upcoming years with actual results of preceding years and validating that differences therein are reasonable. Key assumptions, which typically are Level 3 inputs, include discount rates, terminal growth rates, market multiple data from selected guideline public companies, management's internal forecasts which include numerous assumptions such as projected net sales, gross profit, sales mix, operating and capital expenditures, among others. A number of benchmarks from independent industry and other economic publications were also used. Changes in assumptions and estimates after the assessment date may lead to an outcome where impairment charges would be required in future periods. Specifically, actual results may vary from the Company’s forecasts and such variations may be material and unfavorable, thereby triggering the need for future impairment tests where the conclusions may differ in reflection of prevailing market conditions.

The Company tests for interim impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the carrying value of a reporting unit below its reported amount. In evaluating whether it is more likely than not the fair value of a reporting unit is less than its carrying amount, the Company considers the following events and circumstances, among others, if applicable: (a) macroeconomic conditions such as general economic conditions, limitations on

~~Table of Contents~~

~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION~~

~~AND RESULTS OF OPERATIONS as of DECEMBER 31, 2020~~

~~DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES~~

~~(unaudited)~~

~~(in millions, except per share amounts)~~

accessing capital or other developments in equity and credit markets; (b) industry and market considerations such as competition, multiples or metrics and changes in the market for the Company's products and services or regulatory and political environments; (c) cost factors such as raw materials, labor or other costs; (d) overall financial performance such as cash flows, actual and planned revenue and earnings compared with actual and projected results of relevant prior periods; (e) other relevant events such as changes in key personnel, strategy or customers; (f) changes in the composition of a reporting unit's assets or expected sales of all or a portion of a reporting unit; and (g) any sustained decrease in share price. If the Company's qualitative assessment indicates that it is more likely than not that the fair value of a reporting unit is less than its carrying value, a quantitative impairment test is used to identify potential goodwill impairment and measure the amount of any impairment loss to be recognized.

Taxes on Income. Deferred taxes are provided on an asset and liability method, whereby deferred tax assets are recognized for deductible temporary differences, operating loss carry-forwards and tax credits. Deferred tax liabilities are recognized for taxable temporary differences and undistributed earnings in certain jurisdictions. Deferred tax assets are reduced by a valuation allowance when, based upon the available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Determination of a valuation allowance involves estimates regarding the timing and amount of the reversal of taxable temporary differences, expected future taxable income and the impact of tax planning strategies. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

The Company operates in numerous taxing jurisdictions and is subject to examination by various federal, state and foreign jurisdictions for various tax periods. Additionally, the Company has retained tax liabilities and the rights to tax refunds in connection with various acquisitions and divestitures of businesses. The Company’s income tax positions are based on research and interpretations of the income tax laws and rulings in each of the jurisdictions in which the Company does business. Due to the subjectivity of interpretations of laws and rulings in each jurisdiction, the differences and interplay in tax laws between those jurisdictions, as well as the inherent uncertainty in estimating the final resolution of complex tax audit matters, the Company’s estimates of income tax liabilities may differ from actual payments or assessments.

Table of Contents

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS as of DECEMBER 31, 2022

DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES

(unaudited)

(in millions, except per share amounts)

The Company assesses its position with regard to tax exposures and records liabilities for these uncertain tax positions and any related interest and penalties, when the tax benefit is not more likely than not realizable. The Company has recorded an accrual that reflects the recognition and measurement process for the financial statement recognition and measurement of a tax position taken or expected to be taken on a tax return. Additional future income tax expense or benefit may be recognized once the positions are effectively settled.

At the end of each interim reporting period, the Company estimates the effective tax rate expected to apply to the full fiscal year. The estimated effective tax rate contemplates the expected jurisdiction where income is earned, as well as tax planning alternatives. Current and projected growth in income in higher tax jurisdictions may result in an increasing effective tax rate over time. If the actual results differ from estimates, the Company may adjust the effective tax rate in the interim period if such determination is made.

Contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. There is no liability recorded for matters in which the liability is not probable and reasonably estimable. Attorneys in the Company's legal department monitor and manage all claims filed against the Company and review all pending investigations. Generally, the estimate of probable loss related to these matters is developed in consultation with internal and outside legal counsel representing the Company. These estimates are based upon an analysis of potential results, assuming a combination of litigation and settlement strategies. The Company attempts to resolve these matters through settlements, mediation and arbitration proceedings when possible. If the actual settlement costs, final judgments, or fines, after appeals, differ from the estimates, the future results may be materially impacted. Adjustments to the initial estimates are recorded when a change in the estimate is identified.

Pensions and Other Post-retirement Benefits. Annual net periodic expense and benefit liabilities under the Company’s defined benefit plans are determined on an actuarial basis. Assumptions used in the actuarial calculations have a significant impact on plan obligations and expense. The Company periodically reviews the actual experience compared with the more significant assumptions used and make adjustments to the assumptions, if warranted. The discount rate is determined by analyzing the average return of high-quality (i.e., AA-rated), fixed-income investments and the year-over-year comparison of certain widely used benchmark indices as of the measurement date. The expected long-term rate of return on plan assets is determined using the plans’ current asset allocation and their expected long term rates of return. The rate of compensation increase assumptions reflects the Company’s long-term actual experience and future and near-term outlook. Pension benefits are funded through deposits with trustees. Other post-retirement benefits are not funded and the Company’s policy is to pay these benefits as they become due.

~~Table of Contents~~

~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION~~

~~AND RESULTS OF OPERATIONS as of DECEMBER 31, 2020~~

~~DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES~~

~~(unaudited)~~

~~(in millions, except per share amounts)~~

The following table represents assumed healthcare cost trend rates at December 31:

2020 2019
Healthcare cost trend rate assumed for next year 6.3 % 6.5 %
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate) 5.0 % 5.5 %
Year that rate reaches ultimate trend rate 2025 2025

Assumed healthcare cost trend rates have a significant effect on the amounts reported for the healthcare plans. A one-percentage-point change in assumed healthcare cost trend rates would have the following effects:

One-Percentage-Point Increase One-Percentage-Point Decrease
Effect on other post-retirement benefit obligation $ 2.8 $ (2.2)


	2022		2021
Healthcare cost trend rate assumed for next year	6.0	%	5.6	%
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)	4.0	%	4.0	%
Year that rate reaches ultimate trend rate	2046		2045

RECENTLY ISSUED ACCOUNTING GUIDANCE

Refer to Note ~~1: Summary~~1 of ~~Significant Accounting Policies to~~ the consolidated financial statements for information on recently issued accounting guidance.

Table of Contents

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS as of DECEMBER 31, ~~2020~~2022

DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES

(unaudited)

(in millions, except per share amounts)

FORWARD-LOOKING STATEMENT DISCLOSURE

~~In this~~This annual report on Form 10-K contains statements that are not ~~reported financial results or other~~ historical information and are “forward-looking ~~statements.”~~statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements give current expectations or forecasts of future events and are not guarantees of future performance. These forward-looking statements include, but are not limited to, projections, statements regarding the Company's expected future performance (including expected results of operations and financial guidance), future financial condition, potential impact of the ongoing coronavirus (COVID-19) pandemic, anticipated operating results, strategy plans, future liquidity and ~~plans. Forward-looking statements may~~financial position.

Statements can generally be identified ~~by the use of the~~as forward-looking because they include words such as “believes,” “anticipates,” “expects,” “intends,” “plans,” “will,” “believes,” “estimates,” “potential,” “target,” “predict,” “project,” “seek,” and variations thereof or “could,” “should” or words of similar ~~expressions. These statements~~meaning. Statements that describe the Company's future plans, objectives or goals are ~~used to identify~~also forward-looking statements. ~~These forward-looking~~Forward-looking statements reflect the current views of the Company with respect to future events and ~~involve significant~~are subject to assumptions, risks and uncertainties that could cause actual results to differ materially.

Although the Company believes that these forward-looking statements are based upon reasonable assumptions regarding, among other things, the economy, its knowledge of its business, and key performance indicators that impact the Company, these forward-looking statements involve risks, uncertainties and other factors that may cause actual results to differ materially from those expressed in or implied by the forward-looking statements.

Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. ~~Some~~

The factors that may affect the Company's results include, among others:

•the overall impact of the ~~risks, uncertainties~~global supply chain complexities on the Company and its business, including delays in sourcing key components as well as longer transport times, especially for container ships and U.S. trucking, given the Company’s reliance on suppliers, subcontractors and availability of raw materials and other ~~factors that~~components;

•the ability of the Company to raise necessary equity capital to pay the 2024 Senior Notes at maturity if there is insufficient participation in the Public 2024 Exchange Offer;

•the Company's ability to generate sufficient cash or have sufficient access to capital resources to service its debt, which, if unsuccessful or insufficient, could ~~cause actual results~~force the Company to ~~differ materially from those expressed~~reduce or delay investments and capital expenditures or to dispose of material assets or operations, seek additional debt or equity capital or restructure or refinance its indebtedness;

•the Company's ability to comply with the covenants contained in ~~or implied by~~ the ~~forward-looking statements include, but are not limited to:~~agreements governing its debt and to successfully refinance its debt in the future;

•the Company’s ability to successfully convert its backlog into sales, including our ability to overcome supply chain and liquidity challenges;

•the ultimate impact of the ongoing COVID-19 ~~pandemic;~~pandemic and other public health emergencies, including further adverse effects to the Company’s supply chain, maintenance of increased order backlog, and the effects of any COVID-19 related cancellations;

•the Company's ability to successfully meet its cost-reduction goals and continue to achieve benefits from its cost-reduction initiatives and other strategic initiatives, such as ~~DN Now and its digitally enabled hardware, services and software strategy;~~the current $150 million-plus cost savings plan;

•the success of the Company’s new products, including its DN Series line and EASY family of retail checkout ~~solutions;~~solutions, and electronic vehicle charging service business;

•the impact of a cybersecurity breach or operational failure on the Company's business;

•~~the Company's ability to generate sufficient cash to service its debt or to comply with the covenants contained in the agreements governing its debt;~~

•the Company’s ability to attract, retain and motivate key employees;

•the Company’s reliance on suppliers, subcontractors and availability of raw materials and other components;

•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 success in divesting, reorganizing or exiting non-core and/or non-accretive businesses and its ability to successfully manage acquisitions, divestitures, and alliances;

•the ~~Company's success in divesting, reorganizing or exiting non-core and/or non-the~~ultimate outcome of the appraisal proceedings initiated in connection with the implementation of the ~~DPLTA~~Domination and Profit Loss Transfer Agreement with the former Diebold Nixdorf AG (which was dismissed in the Company’s favor at the lower court level in May 2022) and the merger/squeeze-out;

•the impact of market and economic conditions, including the ~~proliferation of cash and any deterioration or disruption in the financial and service markets, including the~~ bankruptcies, ~~restructurings~~restructuring or consolidations of financial institutions, which could reduce ~~our~~the Company’s customer base and/or adversely affect ~~our~~its customers' ability to make capital expenditures, as well as adversely impact the availability and cost of credit;

•the impact of competitive pressures, including pricing pressures and technological developments;

•changes in political, economic or other factors such as currency exchange rates, inflation rates (including the impact of possible currency devaluations in countries experiencing high inflation rates), recessionary or expansive trends, hostilities or conflicts (including the war between Russia and Ukraine and the tension between the U.S. and China), disruption in energy supply, taxes and regulations and laws affecting the worldwide business in each of the Company's operations;

•the Company's ability to maintain effective internal controls;

Table of Contents

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS as of DECEMBER 31, 2022

DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES

(unaudited)

(in millions, except per share amounts)

•unanticipated litigation, claims or assessments, as well as the outcome/impact of any current/pending litigation, claims or assessments; ~~and~~

•the effect of changes in law and regulations or the manner of enforcement in in the U.S. and internationally and the Company’s ability to comply with ~~government regulations.~~applicable laws and regulations; and

•and other factors included in the Company’s filings with the SEC.

Except to the extent required by applicable law or regulation, the Company undertakes no obligation to update these forward-looking statements to reflect future events or circumstances or to reflect the occurrence of unanticipated events.

You should consider these factors carefully in evaluating forward-looking statements and are cautioned not to place undue reliance on such statements.

Table of Contents

ITEM 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

(dollars in millions, except per share amounts)

The Company is exposed to foreign currency exchange rate risk inherent in its international operations denominated in currencies other than the U.S. dollar. A hypothetical 10 percent movement in the applicable foreign exchange rates would have resulted in an increase or decrease in ~~2020~~2022 operating loss of $5.0 and $6.1, respectively. A hypothetical 10 percent movement in the applicable foreign exchange rates would have resulted in an increase or decrease in 2021 operating profit of ~~$17.9~~ and ~~$21.9, respectively,~~$23.9 and ~~$13.2 and $10.8, respectively, for 2019.~~$29.2, respectively. The sensitivity model assumes an instantaneous, parallel shift in the foreign currency exchange rates. Exchange rates rarely move in the same direction. The assumption that exchange rates change in an instantaneous or parallel fashion may overstate the impact of changing exchange rates on amounts denominated in a foreign currency.

The Company’s risk-management strategy uses derivative financial instruments such as forwards to hedge certain foreign currency exposures. The intent is to offset gains and losses that occur on the underlying exposures with gains and losses on the derivative contracts hedging these exposures. The Company does not enter into derivatives for trading purposes. The Company’s primary exposures to foreign exchange risk are movements in the euro, British pound, Canadian dollar, Brazilian real, Thai baht and Mexican peso.

The Company manages interest rate risk with the use of variable rate borrowings under its committed and uncommitted credit facilities and interest rate swaps. ~~Variable~~At December 31, 2022 and 2021, variable rate borrowings under the credit facilities totaled ~~$871.7~~$1,240.5 and ~~$1,805.7,~~$833.2, respectively, of which $325.0 ~~and $900.0~~ were effectively converted to fixed rate using interest rate swaps at December 31, ~~2020 and 2019, respectively.~~2021. A one percentage point increase or decrease in interest rates would have resulted in an increase or decrease in interest expense of ~~$5.5~~$12.4 and ~~$8.6~~$5.1 for ~~2020~~2022 and ~~2019,~~2021, respectively, including the impact of the swap agreements. The Company’s ~~primary~~ exposure to interest rate risk is movements in the EURIBOR, SOFR and LIBOR, ~~which is consistent with prior periods.~~while historically the primary exposure was related to movement in the LIBOR. Refer to Item 1A of this annual report on Form 10-K for a discussion of risks relating to any discontinuance, modification or other reforms to LIBOR or any other reference rate, or the establishment of alternative reference rates.

Table of Contents

ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


FINANCIAL STATEMENTS

	Reports of Independent Registered Public Accounting Firm	4344

	Consolidated Balance Sheets as of December 31, ~~2020~~2022 and ~~2019~~2021	4647

	Consolidated Statements of Operations for the years ended December 31, ~~2020, 2019~~2022, 2021 and ~~2018~~2020	4748

	Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, ~~2020, 2019~~2022, 2021 and ~~2018~~2020	4849

	Consolidated Statements of Equity for the years ended December 31, ~~2020, 2019~~2022, 2021 and ~~2018~~2020	4950

	Consolidated Statements of Cash Flows for the years ended December 31, ~~2020, 2019~~2022, 2021 and ~~2018~~2020	5051

	Notes to the Consolidated Financial Statements	5253

Table of Contents

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors

Diebold Nixdorf, Incorporated:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Diebold Nixdorf, Incorporated and subsidiaries (the Company) as of December 31, ~~2020~~2022 and ~~2019,~~2021, the related consolidated statements of operations, comprehensive income (loss), equity, and cash flows for each of the years in the ~~three‑year~~three-year period ended December 31, ~~2020,~~2022, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, ~~2020~~2022 and ~~2019,~~2021, and the results of its operations and its cash flows for each of the years in the ~~three‑year~~three-year period ended December 31, ~~2020,~~2022, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, ~~2020,~~2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated March ~~1, 2021~~16, 2023 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

~~Change in Accounting Principle~~Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 111 to the consolidated financial statements, the Company ~~has changed~~projects that it will not generate sufficient cash from operations to meet its ~~method~~obligations as they become due over the next twelve months. The Company is also required to raise equity capital to pay any outstanding principal amount of ~~accounting for leases~~8.50% Senior Notes due 2024 in excess of $20 million. These conditions raise substantial doubt about its ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of ~~January 1, 2019, due to the adoption of ASU 2016-02,~~ ~~Leases~~.this uncertainty.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Sufficiency of audit evidence over net sales

As discussed in Note 1 to the ~~Company’s~~Company's consolidated financial statements, the Company recognizes net sales when it satisfies a performance obligation by transferring control over a product or service to a customer. The Company recorded ~~$3,902.3~~$3,460.7 million of net sales in ~~2020.~~2022.

We identified the evaluation of the sufficiency of audit evidence over net sales as a critical audit matter. Evaluating the sufficiency of audit evidence obtained required especially subjective auditor judgment because of the geographical dispersion of the Company’s net sales generating activities. This included determining the Company locations for which procedures were performed.

Table of Contents

The following are the primary procedures we performed to address this critical audit matter. We applied auditor judgment to determine the nature and extent of procedures to be performed over net sales, including the determination of the Company locations for which those procedures were to be performed. At each Company location for which procedures were performed, we evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s net sales process, including ~~the~~ controls over the accurate recording of net sales. We assessed the recorded net sales for each of these locations by selecting transactions and comparing the amounts recognized for consistency with

~~Table of Contents~~

underlying documentation, including contracts with customers, customer acceptance, and shipping documentation. We evaluated the sufficiency of audit evidence obtained by assessing the results of procedures performed, including the appropriateness of the nature and extent of audit effort.

Assessment of goodwill impairment in the ~~EMEA Retail~~Eurasia Banking reporting unit

As discussed in Notes 18 and 824 to the consolidated financial statements, in the second quarter of 2022 the Company ~~evaluates goodwill for impairment annually as~~reorganized its reportable segments and reporting units. As a result of ~~October 31 and when events or circumstances change that would more likely than not reduce~~ the ~~carrying value of a~~ reporting unit ~~below~~change, the Company performed an interim quantitative goodwill impairment test for both its ~~reported amount.~~old and new reporting units. As of ~~December~~March 31, ~~2020,~~2022, prior to the ~~Retail segment, which includes~~reorganization, the ~~EMEA Retail~~Eurasia Banking reporting unit had ~~$179.0~~$263.4 million of goodwill. The fair values of the reporting units ~~are~~were determined based on a combination of an income approach and a market approach. As of ~~October 31, 2020,~~April 30, 2022, the Company determined that the fair value of all reporting units were in excess of their carrying values and therefore did not record any goodwill impairment. The estimated fair value of the ~~EMEA Retail~~Eurasia Banking reporting unit at that date exceeded its carrying value by approximately ~~15%~~10%.

We identified the ~~October 31, 2020~~April 30, 2022 assessment of goodwill impairment for the ~~EMEA Retail~~Eurasia Banking reporting unit as a critical audit ~~matter because a~~matter. A high degree of subjective auditor judgment was required to evaluate the fair value of the reporting unit determined under the income approach. The key assumptions used in the income approach included revenue growth projections and the discount rate.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s goodwill impairment process, including controls over the revenue growth projections and the discount rate. We performed sensitivity analyses over the revenue growth projections and the discount rate to assess their impact on the Company’s fair value determination. We compared the Company’s revenue growth projections used in the valuation model against peer company projected revenue growth ~~rates.~~rates and the historical revenue growth rates of the Company. In addition, we involved valuation professionals with specialized skills and knowledge, who assisted in:

–•comparing the Company’s discount rate inputs to publicly-available market data and information for comparable entities to test the selected discount rate

–

•testing the estimate of fair value for the reporting unit using the Company’s key assumptions and comparing the result to the Company’s fair value estimate.

/s/ KPMG LLP

We or our predecessor firms have served as the Company’s auditor since 1965.

Cleveland, Ohio

March ~~1, 2021~~16, 2023

Table of Contents

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors

Diebold Nixdorf, Incorporated:

Opinion on Internal Control Over Financial Reporting

We have audited Diebold Nixdorf, Incorporated and subsidiaries' (the Company) internal control over financial reporting as of December 31, ~~2020,~~2022, based on criteria established in Internal Control – Integrated Framework (2013)issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, ~~2020,~~2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, ~~2020~~2022 and ~~2019,~~2021, the related consolidated statements of operations, comprehensive income (loss), equity, and cash flows for each of the years in the three-year period ended December 31, ~~2020,~~2022, and the related notes (collectively, the consolidated financial statements), and our report dated March ~~1, 2021~~16, 2023 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying ~~Management’s~~Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ KPMG LLP

Cleveland, Ohio

March ~~1, 2021~~16, 2023

Table of Contents

DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(dollars in millions)

December 31,
2020 2019
ASSETS
Current assets
Cash, cash equivalents and restricted cash $ 324.5 $ 280.9
Short-term investments 37.2 10.0
Trade receivables, less allowances for doubtful accounts of $37.5 and $42.2, respectively 646.9 619.3
Inventories 498.2 466.5
Prepaid expenses 58.8 51.3
Current assets held for sale 64.7 233.3
Other current assets 227.0 230.7
Total current assets 1,857.3 1,892.0
Securities and other investments 10.3 21.4
Property, plant and equipment, net 177.5 231.5
Deferred income taxes 97.5 120.8
Goodwill 800.4 764.0
Customer relationships, net 407.9 447.7
Other intangible assets, net 40.7 54.6
Right-of-use operating lease assets 143.3 167.5
Other assets 122.5 91.1
Total assets $ 3,657.4 $ 3,790.6
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Current liabilities
Notes payable $ 10.7 $ 32.5
Accounts payable 499.9 471.5
Deferred revenue 346.8 320.5
Payroll and other benefits liabilities 226.6 224.7
Current liabilities held for sale 15.4 113.4
Operating lease liabilities 55.7 62.8
Other current liabilities 494.4 374.2
Total current liabilities 1,649.5 1,599.6
Long-term debt 2,335.7 2,108.7
Pensions, post-retirement and other benefits 228.7 237.7
Long-term operating lease liabilities 93.1 106.4
Deferred income taxes 103.4 134.5
Other liabilities 59.5 89.1
Commitments and contingencies 0 0
Redeemable noncontrolling interests 19.2 20.9
Equity
Diebold Nixdorf, Incorporated shareholders' equity
Preferred shares, no par value, 1,000,000 authorized shares, none issued 0 0
Common shares, $1.25 par value, 125,000,000 authorized shares, (93,534,866 and 92,208,247 issued shares, 77,678,984 and 76,813,013 outstanding shares, respectively) 116.9 115.3
Additional capital 787.9 773.9
Retained earnings (accumulated deficit) (742.3) (472.3)
Treasury shares, at cost (15,855,882 and 15,395,234 shares, respectively) (576.7) (571.9)
Accumulated other comprehensive loss (412.9) (375.3)
Total Diebold Nixdorf, Incorporated shareholders' equity (827.1) (530.3)
Noncontrolling interests (4.6) 24.0
Total equity (831.7) (506.3)
Total liabilities, redeemable noncontrolling interests and equity $ 3,657.4 $ 3,790.6

~~See accompanying notes to consolidated financial statements.~~

~~Table of Contents~~

~~DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES~~

~~CONSOLIDATED STATEMENTS OF OPERATIONS~~

~~(in millions, except per share amounts)~~

Years ended December 31,
2020 2019 2018
Net sales
Services $ 2,364.4 $ 2,608.0 $ 2,789.5
Products 1,537.9 1,800.7 1,789.1
3,902.3 4,408.7 4,578.6
Cost of sales
Services 1,666.2 1,921.1 2,157.0
Products 1,201.1 1,420.5 1,522.8
2,867.3 3,341.6 3,679.8
Gross profit 1,035.0 1,067.1 898.8
Selling and administrative expense 858.6 908.8 893.5
Research, development and engineering expense 133.4 147.1 157.4
Impairment of assets 7.5 30.2 180.2
Loss (gain) on sale of assets, net 11.5 7.6 (6.7)
1,011.0 1,093.7 1,224.4
Operating profit (loss) 24.0 (26.6) (325.6)
Other income (expense)
Interest income 6.8 9.3 8.7
Interest expense (292.7) (202.9) (154.9)
Foreign exchange loss, net (14.4) (5.1) (2.5)
Miscellaneous, net 6.8 (3.6) (4.0)
Loss before taxes (269.5) (228.9) (478.3)
Income tax expense (benefit) (1.0) 116.7 37.2
Equity in earnings (loss) of unconsolidated subsidiaries, net 0.7 1.0 (13.2)
Net loss (267.8) (344.6) (528.7)
Net income (loss) income attributable to noncontrolling interests 1.3 (3.3) 2.7
Net loss attributable to Diebold Nixdorf, Incorporated $ (269.1) $ (341.3) $ (531.4)
Basic and diluted weighted-average shares outstanding 77.6 76.7 76.0
Net loss attributable to Diebold Nixdorf, Incorporated
Basic and diluted loss per share $ (3.47) $ (4.45) $ (6.99)
Dividends declared and paid per common share $ 0 $ 0 $ 0.10


	December 31,
	2022		2021
ASSETS
Current assets
Cash, cash equivalents and restricted cash	$	319.1	$	388.9
Short-term investments	24.6		34.3
Trade receivables, less allowances for doubtful accounts of $34.5 and $35.3, respectively	612.2		595.2
Inventories	588.1		544.2
Prepaid expenses	50.5		48.2

Current assets held for sale	7.9		73.4
Other current assets	168.5		203.1
Total current assets	1,770.9		1,887.3
Securities and other investments	7.6		11.0
Property, plant and equipment, net	120.7		138.1
Deferred income taxes	—		95.7

Goodwill	702.3		743.6
Customer relationships, net	213.6		301.7
Other intangible assets, net	44.0		45.8
Right-of-use operating lease assets	108.5		152.4
Other assets	97.4		131.6
Total assets	$	3,065.0	$	3,507.2

LIABILITIES AND EQUITY
Current liabilities
Notes payable	$	24.0	$	47.1
Accounts payable	611.6		706.3
Deferred revenue	453.2		322.4
Payroll and other benefits liabilities	107.9		186.5
Current liabilities held for sale	6.8		20.3
Operating lease liabilities	39.0		54.5
Other current liabilities	362.4		412.3
Total current liabilities	1,604.9		1,749.4
Long-term debt	2,585.8		2,245.6
Pensions, post-retirement and other benefits	40.6		104.2
Long-term operating lease liabilities	76.7		103.0
Deferred income taxes	96.6		105.5
Other liabilities	31.5		36.5


Equity
Diebold Nixdorf, Incorporated shareholders' equity
Preferred shares, no par value, 1,000,000 authorized shares, none issued	—		—
Common shares, $1.25 par value, 125,000,000 authorized shares, (95,779,719 and 94,599,742 issued shares, 79,103,450 and 78,352,333 outstanding shares, respectively)	119.8		118.3
Additional capital	831.5		819.6
Retained earnings (accumulated deficit)	(1,406.7)		(822.4)
Treasury shares, at cost (16,676,269 and 16,247,409 shares, respectively)	(585.6)		(582.1)
Accumulated other comprehensive loss	(360.0)		(378.5)
Equity warrants	20.1		—
Total Diebold Nixdorf, Incorporated shareholders' equity	(1,380.9)		(845.1)
Noncontrolling interests	9.8		8.1
Total equity	(1,371.1)		(837.0)
Total liabilities and equity	$	3,065.0	$	3,507.2

See accompanying notes to consolidated financial statements.

Table of Contents

DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF ~~COMPREHENSIVE INCOME (LOSS)~~OPERATIONS

(in ~~millions)~~millions, except per share amounts)

Years ended December 31,
2020 2019 2018
Net loss $ (267.8) $ (344.6) $ (528.7)
Other comprehensive income (loss), net of tax:
Adoption of accounting standard 0 0 (29.0)
Translation adjustment (net of tax of $7.5, $4.9 and $(2.7), respectively) (26.8) (40.8) (70.1)
Foreign currency hedges (net of tax of $(0.3), $(0.4) and $(1.2), respectively) 0 (0.7) 4.2
Interest rate hedges:
Net loss recognized in other comprehensive income (net of tax of $(5.9), $0.7 and $0.3, respectively) (16.3) (8.8) (1.4)
Less: reclassification adjustments for amounts recognized in net (loss) income (net of tax of $(1.8), $(0.3) and $(0.6), respectively) (5.0) (3.4) (2.6)
(11.3) (5.4) 1.2
Pension and other post-retirement benefits:
Prior service credit (cost) recognized during the year (net of tax of $0.2, $(0.1) and $0.0, respectively) 0.5 (0.6) 0
Net actuarial gains recognized during the year (net of tax of $1.5, $0.6 and $(1.1), respectively) 6.1 4.6 4.8
Net actuarial losses occurring during the year (net of tax of $(3.9), $(3.1) and $(4.0), respectively) (9.7) (25.8) (10.9)
Net actuarial gains (losses) recognized due to settlement (net of tax of $0.3, $(0.1) and $(1.3), respectively) 0.8 (1.0) (3.5)
Acquired benefit plans and other (net of tax of $0.0, $(0.4) and $0.0, respectively) 0.2 (3.2) (7.7)
Currency impact (net of tax of $0.5, $0.0 and $(0.3), respectively) 1.8 0.4 (0.9)
(0.3) (25.6) (18.2)
Other (0.8) 0.1 0
Other comprehensive (loss) income, net of tax (39.2) (72.4) (111.9)
Comprehensive loss (307.0) (417.0) (640.6)
Less: comprehensive (loss) income attributable to noncontrolling interests (0.3) (4.7) (1.2)
Comprehensive loss attributable to Diebold Nixdorf, Incorporated $ (306.7) $ (412.3) $ (639.4)


	Years ended December 31,
	2022		2021		2020
Net sales
Services	$	2,098.9	$	2,303.6	$	2,364.4
Products	1,361.8		1,601.6		1,537.9
	3,460.7		3,905.2		3,902.3
Cost of sales
Services	1,480.8		1,577.3		1,666.2
Products	1,222.6		1,284.5		1,201.1
	2,703.4		2,861.8		2,867.3
Gross profit	757.3		1,043.4		1,035.0
Selling and administrative expense	741.6		775.6		858.6
Research, development and engineering expense	120.7		126.3		133.4
Impairment of assets	111.8		1.3		7.5
Loss (gain) on sale of assets, net	(5.1)		3.1		11.5
	969.0		906.3		1,011.0
Operating profit (loss)	(211.7)		137.1		24.0
Other income (expense)
Interest income	10.0		6.1		6.8
Interest expense	(199.2)		(195.3)		(266.8)
Foreign exchange loss, net	(7.8)		(2.0)		(14.4)
Miscellaneous, net	2.2		3.4		6.8
Loss on refinancing	(32.1)		—		(25.9)
Loss before taxes	(438.6)		(50.7)		(269.5)
Income tax expense (benefit)	149.2		27.7		(1.0)
Equity in earnings (loss) of unconsolidated subsidiaries, net	2.2		0.3		0.7
Net loss	(585.6)		(78.1)		(267.8)


Net income (loss) income attributable to noncontrolling interests	(4.2)		0.7		1.3
Net loss attributable to Diebold Nixdorf, Incorporated	$	(581.4)	$	(78.8)	$	(269.1)

Basic and diluted weighted-average shares outstanding	79.0		78.3		77.6


Net loss attributable to Diebold Nixdorf, Incorporated
Basic and diluted loss per share	$	(7.36)	$	(1.01)	$	(3.47)

See accompanying notes to consolidated financial statements.

Table of Contents

DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF ~~EQUITY~~COMPREHENSIVE INCOME (LOSS)

(in ~~millions, except per share amounts)~~millions)

Common Shares Accumulated Other Comprehensive Income (Loss) Total Diebold Nixdorf, Incorporated Shareholders' Equity
Number $1.25 Par Value Additional
Capital Retained
Earnings Treasury
Shares Non-controlling
Interests Total
Equity
Balance at January 1, 2018 90.5 $ 113.2 $ 721.5 $ 374.5 $ (567.4) $ (196.3) $ 445.5 $ 36.8 $ 482.3
Net income (loss) (531.4) (531.4) 2.7 (528.7)
Other comprehensive income (108.0) (108.0) (3.9) (111.9)
Share-based compensation issued 0.8 1.0 (1.1) (0.1) (0.1)
Share-based compensation expense 36.6 36.6 36.6
Dividends paid (7.7) (7.7) (7.7)
Treasury shares (0.2 shares) (3.0) (3.0) (3.0)
Accounting principle change 33.6 33.6 33.6
Reclassification of guaranteed dividend to accrued liabilities — (3.4) (3.4)
Reclassification to redeemable noncontrolling interest (15.2) (15.2) 0 (15.2)
Distribution noncontrolling interest holders, net — (0.5) (0.5)
Acquisitions and divestitures, net — (4.9) (4.9)
Balance at December 31, 2018 91.3 $ 114.2 $ 741.8 $ (131.0) $ (570.4) $ (304.3) $ (149.7) $ 26.8 $ (122.9)
Net income (loss) (341.3) (341.3) (3.3) (344.6)
Other comprehensive loss (71.0) (71.0) (1.4) (72.4)
Share-based compensation issued 0.9 1.1 (1.0) 0.1 0.1
Share-based compensation expense 24.0 24.0 24.0
Treasury shares (0.2 shares) (1.5) (1.5) (1.5)
Reclassification from redeemable noncontrolling interest and other 9.1 9.1 4.9 14.0
Acquisition and divestitures, net — (3.0) (3.0)
Balance at December 31, 2019 92.2 $ 115.3 $ 773.9 $ (472.3) $ (571.9) $ (375.3) $ (530.3) $ 24.0 $ (506.3)
Net loss (269.1) (269.1) 1.3 (267.8)
Other comprehensive loss (37.6) (37.6) (1.6) (39.2)
Share-based compensation issued 1.3 1.6 (1.6) 0 0
Share-based compensation expense 14.9 14.9 14.9
Treasury shares (0.5 shares) (4.8) (4.8) (4.8)
Sale of equity interest — (28.3) (28.3)
Reclassification from redeemable noncontrolling interest and other 0.7 0.7 0 0.7
Distributions to noncontrolling interest holders, net (0.9) (0.9) (0.9)
Balance at December 31, 2020 93.5 $ 116.9 $ 787.9 $ (742.3) $ (576.7) $ (412.9) $ (827.1) $ (4.6) $ (831.7)


	Years ended December 31,
	2022		2021		2020
Net loss	$	(585.6)	$	(78.1)	$	(267.8)
Other comprehensive income (loss), net of tax:

Translation adjustment (net of tax of $(3.0), $(6.6) and $(10.2), respectively)	(35.3)		(53.6)		(26.8)
Foreign currency hedges (net of tax of $0.0, $0.0 and $(0.3), respectively)	—		0.7		—
Interest rate hedges:
Net loss recognized in other comprehensive income (net of tax of $0.7, $3.4 and $(5.9), respectively)	5.5		8.6		(16.3)
Less: reclassification adjustments for amounts recognized in net (loss) income (net of tax of $0.1, $0.8 and $(1.8), respectively)	0.6		2.1		(5.0)
	4.9		6.5		(11.3)
Pension and other post-retirement benefits:
Prior service credit (cost) recognized during the year (net of tax of $0.0, $0.0 and $0.2, respectively)	2.4		—		0.5
Net actuarial gains recognized during the year (net of tax of $0.0, $23.2 and $1.5, respectively)	38.5		76.0		6.1

Net actuarial gains (losses) occurring during the year (net of tax of $0.0, $2.0 and $(3.9), respectively)	2.3		7.5		(9.7)
Net actuarial gains (losses) recognized due to settlement (net of tax of $0.0, $(0.4) and $0.3, respectively)	10.2		(0.7)		0.8



Acquired benefit plans and other (net of tax of $0.0, $0.0 and $0.0, respectively)	—		0.1		0.2
Currency impact (net of tax of $0.0, $(0.4) and $0.5, respectively)	(1.4)		(0.6)		1.8
	52.0		82.3		(0.3)




Other	2.8		(0.9)		(0.8)
Other comprehensive income (loss), net of tax	24.4		35.0		(39.2)
Comprehensive loss	(561.2)		(43.1)		(307.0)
Less: comprehensive income (loss) attributable to noncontrolling interests	1.7		1.3		(0.3)
Comprehensive loss attributable to Diebold Nixdorf, Incorporated	$	(562.9)	$	(44.4)	$	(306.7)

See accompanying notes to consolidated financial statements.

Table of Contents

DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF ~~CASH FLOWS~~EQUITY

(in millions)

Years Ended December 31,
2020 2019 2018
Cash flow from operating activities
Net loss $ (267.8) $ (344.6) $ (528.7)
Adjustments to reconcile net loss to cash provided (used) by operating activities:
Depreciation 73.7 82.2 94.5
Amortization 23.8 28.9 26.3
Amortization of Wincor Nixdorf purchase accounting intangible assets 82.9 93.2 113.4
Amortization of deferred financing costs into interest expense 45.4 21.8 13.7
Share-based compensation 14.9 24.0 36.6
Debt prepayment costs 67.2 0 0
Other (12.3) (1.0) (2.8)
Loss (gain) on sale of assets, net 11.5 7.6 (6.7)
Impairment of assets 7.5 30.2 180.2
Deferred income taxes (27.1) 54.2 (59.6)
Inventory charge 0 23.8 74.5
Changes in certain assets and liabilities
Trade receivables (19.7) 111.5 51.0
Inventories (14.8) 104.9 (5.1)
Income taxes (23.1) 0.9 (1.7)
Accounts payable 10.6 (33.1) (34.5)
Deferred revenue 20.2 (54.9) (42.4)
Accrued salaries, wages and commissions (1.3) 38.6 (9.3)
Restructuring 18.0 (13.5) 4.2
Warranty liability (5.6) (3.4) (33.1)
Certain other assets and liabilities 14.0 (35.5) 25.4
Net cash provided (used) by operating activities 18.0 135.8 (104.1)
Cash flow from investing activities
Payments for acquisitions 0 0 (5.9)
Proceeds from divestitures, net of cash divested (37.0) 29.9 11.1
Proceeds from settlement of corporate-owned life insurance policies 15.6 0 0
Proceeds from maturities of investments 214.6 241.7 317.8
Payments for purchases of investments (241.3) (222.2) (200.2)
Proceeds from sale of assets 10.2 0 0
Capital expenditures (27.5) (42.9) (58.5)
Capitalized software development (17.2) (23.1) (29.8)
Other 0 9.8 (0.1)
Net cash provided (used) by investing activities (82.6) (6.8) 34.4


	Common Shares									Accumulated Other Comprehensive Income (Loss)				Total Diebold Nixdorf, Incorporated Shareholders' Equity
	Number	$1.25 Par Value		Additional Capital		Retained Earnings		Treasury Shares				Equity Warrants				Non-controlling Interests		Total Equity
Balance at January 1, 2020	92.2	$	115.3	$	773.9	$	(472.3)	$	(571.9)	$	(375.3)	$	—	$	(530.3)	$	24.0	$	(506.3)
Net income (loss)						(269.1)								(269.1)		1.3		(267.8)
Other comprehensive income										(37.6)				(37.6)		(1.6)		(39.2)

Share-based compensation issued	1.3	1.6		(1.6)										—				—




Share-based compensation expense				14.9										14.9				14.9

Treasury shares (0.5 shares)								(4.8)						(4.8)				(4.8)
Sale of equity interest														—		(28.3)		(28.3)


Reclassification to redeemable noncontrolling interest				0.7										0.7		—		0.7
Distribution noncontrolling interest holders, net						(0.9)								(0.9)		—		(0.9)

Balance at December 31, 2020	93.5	$	116.9	$	787.9	$	(742.3)	$	(576.7)	$	(412.9)	$	—	$	(827.1)	$	(4.6)	$	(831.7)
Net income (loss)						(78.8)								(78.8)		0.7		(78.1)
Other comprehensive loss										34.4				34.4		0.6		35.0
Share-based compensation issued	1.1	1.4		(1.3)										0.1				0.1





Share-based compensation expense				13.8										13.8				13.8

Treasury shares (0.4 shares)								(5.4)						(5.4)				(5.4)



Reclassification from redeemable noncontrolling interest and other				19.2										19.2		12.7		31.9
Distribution to noncontrolling interest holders, net						(1.3)								(1.3)		(1.3)		(2.6)

Balance at December 31, 2021	94.6	$	118.3	$	819.6	$	(822.4)	$	(582.1)	$	(378.5)	$	—	$	(845.1)	$	8.1	$	(837.0)
Net loss						(581.4)								(581.4)		(4.2)		(585.6)
Other comprehensive loss										18.5				18.5		5.9		24.4
Share-based compensation issued	1.2	1.5		(1.5)										—				—
Share-based compensation expense				13.4										13.4				13.4

Treasury shares (0.4 shares)								(3.5)						(3.5)				(3.5)





Distributions to noncontrolling interest holders, net						(2.9)								(2.9)		—		(2.9)
Equity warrants												20.1		20.1				20.1

Balance at December 31, 2022	95.8	$	119.8	$	831.5	$	(1,406.7)	$	(585.6)	$	(360.0)	$	20.1	$	(1,380.9)	$	9.8	$	(1,371.1)

See accompanying notes to consolidated financial statements.

Table of Contents

DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)


	Years Ended December 31,
	2022		2021		2020
Cash flow from operating activities
Net loss	$	(585.6)	$	(78.1)	$	(267.8)
Adjustments to reconcile net loss to cash provided (used) by operating activities:
Depreciation	29.8		46.4		73.7
Amortization	26.6		24.5		23.8
Amortization of Wincor Nixdorf purchase accounting intangible assets	69.6		78.2		82.9
Amortization of deferred financing costs into interest expense	15.5		17.3		45.4

Share-based compensation	13.4		13.8		14.9
Net pension settlements	10.1		—		—
Debt prepayment costs	—		—		67.2
Other	3.1		—		(12.3)
Loss (gain) on sale of assets, net	(5.1)		3.1		11.5
Impairment of assets	111.8		1.3		7.5
Deferred income taxes	92.9		(12.6)		(27.1)



Changes in certain assets and liabilities
Trade receivables	(49.4)		16.4		(19.7)
Inventories	(74.5)		(84.8)		(14.8)

Sales tax and net value added tax	17.5		(15.2)		0.9
Income taxes	2.0		(5.3)		(23.1)

Accounts payable	(66.5)		241.4		10.6
Deferred revenue	140.6		(9.1)		20.2
Accrued salaries, wages and commissions	(72.5)		(19.4)		(1.3)
Restructuring	9.4		(25.4)		18.0
Warranty liability	(7.3)		0.3		(5.6)

Pension and other post-retirement benefits	(19.5)		(13.0)		(14.7)
Certain other assets and liabilities	(49.8)		(56.5)		27.8
Net cash provided (used) by operating activities	(387.9)		123.3		18.0
Cash flow from investing activities

Proceeds from divestitures, net of cash divested	10.5		1.1		(37.0)
Proceeds from settlement of corporate-owned life insurance policies	—		—		15.6

Proceeds from maturities of investments	414.1		287.7		214.6
Payments for purchases of investments	(401.3)		(288.4)		(241.3)
Proceeds from sale of assets	6.0		1.7		10.2
Capital expenditures	(24.4)		(20.2)		(27.5)
Capitalized software development	(28.7)		(31.1)		(17.2)

See accompanying notes to consolidated financial statements.

Table of Contents

DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)


Net cash provided (used) by investing activities					Net cash provided (used) by investing activities	(23.8)		(49.2)		(82.6)
Cash flow from financing activities	Cash flow from financing activities				Cash flow from financing activities
Dividends paid		0	0	(7.7)

Debt issuance costs	Debt issuance costs	(26.4)	(12.6)	(39.4)	Debt issuance costs	(15.7)		—		(26.4)
Debt prepayment costs	Debt prepayment costs	(67.2)	0	0	Debt prepayment costs	—		—		(67.2)
Revolving credit facility borrowings (repayments), net	Revolving credit facility borrowings (repayments), net	60.1	(125.0)	50.0	Revolving credit facility borrowings (repayments), net	121.0		0.9		60.1
Other debt borrowings	Other debt borrowings	1,107.8	397.8	725.9	Other debt borrowings	386.1		11.2		1,107.8
Other debt repayments	Other debt repayments	(1,049.9)	(375.7)	(337.7)	Other debt repayments	(131.0)		(19.4)		(1,049.9)
Distributions to noncontrolling interest holders		(0.9)	(98.1)	(377.2)

(Distributions to) / Contributions from noncontrolling interest holders					(Distributions to) / Contributions from noncontrolling interest holders	(2.8)		11.4		(0.9)

Other	Other	(6.6)	(1.9)	(3.0)	Other	(7.8)		(7.7)		(6.6)
Net cash provided (used) by financing activities	Net cash provided (used) by financing activities	16.9	(215.5)	10.9	Net cash provided (used) by financing activities	349.8		(3.6)		16.9
Effect of exchange rate changes on cash and cash equivalents	Effect of exchange rate changes on cash and cash equivalents	(3.2)	(1.1)	(18.7)	Effect of exchange rate changes on cash and cash equivalents	(8.2)		(5.7)		(3.2)
Change in cash, cash equivalents and restricted cash	Change in cash, cash equivalents and restricted cash	(50.9)	(87.6)	(77.5)	Change in cash, cash equivalents and restricted cash	(70.1)		64.8		(50.9)
Add: Cash included in assets held for sale at beginning of year	Add: Cash included in assets held for sale at beginning of year	97.2	7.3	0	Add: Cash included in assets held for sale at beginning of year	3.1		2.7		97.2
Less: Cash included in assets held for sale at end of year	Less: Cash included in assets held for sale at end of year	2.7	97.2	7.3	Less: Cash included in assets held for sale at end of year	2.8		3.1		2.7
Cash, cash equivalents and restricted cash at the beginning of the year	Cash, cash equivalents and restricted cash at the beginning of the year	280.9	458.4	543.2	Cash, cash equivalents and restricted cash at the beginning of the year	388.9		324.5		280.9
Cash, cash equivalents and restricted cash at the end of the year	Cash, cash equivalents and restricted cash at the end of the year	324.5	280.9	458.4	Cash, cash equivalents and restricted cash at the end of the year	$	319.1	$	388.9	$	324.5
Cash paid for	Cash paid for				Cash paid for
Income taxes	Income taxes	43.8	41.8	64.9	Income taxes	33.1		42.3		43.8
Interest	Interest	138.1	189.7	129.6	Interest	231.6		175.1		138.1

See accompanying notes to consolidated financial statements.

5152

Table of Contents

DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES

FORM 10-K as of DECEMBER 31, ~~2020~~2021

(in millions, except per share amounts)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation. The consolidated financial statements include the accounts of Diebold Nixdorf, Incorporated and its wholly- and majority-owned subsidiaries (collectively, the Company). All significant intercompany accounts and transactions have been eliminated, including common control transfers among subsidiaries of the Company.

Use of Estimates in Preparation of Consolidated Financial Statements. The preparation of the accompanying consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of revenues and expenses. Such estimates include revenue recognition, ~~the valuation of trade and financing receivables,~~ inventories, goodwill, intangible assets, other long-lived assets, legal contingencies, guarantee obligations and assumptions used in the calculation of income taxes, pension and other post-retirement benefits and customer incentives, among others. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors. Management monitors the economic condition and other factors and will adjust such estimates and assumptions when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates.

~~Reclassification.~~Reclassifications. The Company has reclassified the presentation of certain prior-year information to conform to the current presentation.

International Operations. The financial statements of the Company’s international operations are measured using local currencies as their functional currencies, with the exception of certain financial results from Argentina, Singapore, El Salvador, and Switzerland, which have a functional currency other than local currency. These operations used either United States dollar (USD) or euro as their functional currency depending on the concentration of USD or euro transactions and distinct financial information. The Company translates the assets and liabilities of its non-U.S. subsidiaries at the exchange rates in effect at year end and the results of operations at the average rate throughout the year. The translation adjustments are recorded directly as a separate component of shareholders’ equity, while transaction gains (losses) are included in net income (loss).

Acquisitions and Divestitures. Acquisitions are accounted for using the purchase method of accounting. This method requires the Company to record assets and liabilities of the business acquired at their estimated fair market values as of the acquisition date. Any excess cost of the acquisition over the fair value of the net assets acquired is recorded as goodwill. The Company generally uses valuation specialists to perform appraisals and assist in the determination of the fair values of the assets acquired and liabilities assumed. These valuations require management to make estimates and assumptions that are critical in determining the fair values of the assets and liabilities.

For all divestitures, the Company considers assets to be held for sale when management approves and commits to a formal plan to actively market the assets for sale at a price reasonable in relation to their estimated fair value, the assets are available for immediate sale in their present condition, an active program to locate a buyer and other actions required to complete the sale have been initiated, the sale of the assets is probable and expected to be completed within one year (or, if it is expected that others will impose conditions on the sale of the assets that will extend the period required to complete the sale, that a firm purchase commitment is probable within one year) and it is unlikely that significant changes will be made to the plan. Upon designation as held for sale, the Company records the assets at the lower of their carrying value or their estimated fair value, reduced for the cost to dispose of the assets, and ceases to record depreciation expense on the assets. Assets and liabilities are reclassified as held for sale in the period the held for sale criteria are met.

As of December 31, ~~2020,~~2022, the Company had ~~$64.7~~$7.9 and ~~$15.4~~$6.8 of current assets and liabilities held for sale, respectively, related to a non-core retail business in Europe. As of December 31, 2021, the Company had $73.4 and $20.3 of current assets and liabilities held for sale, respectively, primarily related to non-core businesses in ~~Eurasia. As of December 31, 2019, the Company had $233.3 and $113.4 of current assets and liabilities held for sale, respectively, primarily related to non-core business in~~ Europe.

Revenue Recognition. Revenue is measured based on consideration specified in a contract with a customer and excludes amounts collected on behalf of third parties. The amount of consideration can vary depending on discounts, rebates, refunds, credits, price concessions, incentives, performance bonuses, penalties, or other similar items contained in the contract with the customer of which generally these variable consideration components represents minimal amount of net sales. The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product or service to a customer.

~~Table of Contents~~

~~DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES~~

~~FORM 10-K as of December 31, 2020~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)~~

~~(in millions, except per share amounts)~~

~~services are provided prior to billing, the Company recognizes a contract asset within trade receivables and other current assets.~~

The Company recognizes shipping and handling fees billed when products are shipped or delivered to a customer and includes such amounts in net sales. Although infrequent, shipping and handling associated with outbound freight after control over a product has transferred to a customer is not a separate performance obligation, rather it is accounted for as a fulfillment cost. Third-party freight payments are recorded in cost of sales.

The Company includes a warranty in connection with certain contracts with customers, which are not considered to be separate performance obligations. The Company provides its customers a manufacturer’s warranty, and records, at the time of the sale, a corresponding estimated liability for potential warranty costs. For additional information on product warranty refer to Note 9: Guarantees and Product Warranties. The Company also has extended warranty and service contracts available for its customers, which are recognized as separate performance obligations. Revenue is recognized on these contracts ratably as the Company has a stand-ready obligation to provide services when or as needed by the customer. This input method is the most accurate assessment of progress toward completion the Company can apply.

~~Nature of goods and services~~

~~The following is a description of principal solutions offered within the Company's two main customer segments that generate the Company's revenue.~~

~~Banking~~

~~Products.~~ Products for banking customers consist of cash recyclers and dispensers, intelligent deposit terminals, teller automation tools and kiosk technologies, as well as physical security solutions. The Company provides its banking customers front-end applications for consumer connection points and back-end platforms that manage channel transactions, operations and integration and facilitate omnichannel transactions, endpoint monitoring, remote asset management, customer marketing, merchandise management and analytics. These offerings include highly configurable, API enabled software that automates legacy banking transactions across channels.

~~Services.~~ The Company provides its banking customers product-related services, which include proactive monitoring and rapid resolution of incidents through remote service capabilities or an on-site visit. First and second line maintenance, preventive maintenance and on-demand services keep the distributed assets of the Company's customers up and running through a standardized incident management process. Managed services and outsourcing

~~Table of Contents~~

~~DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES~~

~~FORM 10-K as of December 31, 2020~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)~~

~~(in millions, except per share amounts)~~

consists of the end-to-end business processes, solution management, upgrades and transaction processing. The Company also provides a full array of cash management services, which optimizes the availability and cost of physical currency across the enterprise through efficient forecasting, inventory and replenishment processes.

~~Retail~~

~~Products.~~ The retail product portfolio includes modular, integrated and mobile POS and SCO terminals that meet evolving automation and omnichannel requirements of consumers. Supplementing the POS system is a broad range of peripherals, including printers, scales and mobile scanners, as well as the cash management portfolio which offers a wide range of banknote and coin processing systems. Also in the portfolio, the Company provides SCO terminals and ordering kiosks which facilitate an efficient and user-friendly purchasing experience. The Company’s hybrid product line can alternate from an attended operator to self-checkout with the press of a button as traffic conditions warrant throughout the business day.

~~Services.~~ The Company provides its retail customers product-related services which include on-demand services and professional services. Diebold Nixdorf AllConnect Services for retailers include maintenance and availability services to continuously improve retail self-service fleet availability and performance. These include: total implementation services to support both current and new store concepts; managed mobility services to centralize asset management and ensure effective, tailored mobile capability; monitoring and advanced analytics providing operational insights to support new growth opportunities; and store life-cycle management to proactively monitors store IT endpoints and enable improved management of internal and external suppliers and delivery organizations.

Refer to Note 20: Segment and Net Sales Information for additional information regarding the Company's reportable operating segments, disaggregation of net sales by segments and product solutions, net sales by geographical region and disaggregation by timing of revenue recognition.

~~Contract balances~~

~~The following table provides 2020 and 2019 information about receivables and deferred revenue, which represent contract liabilities from contracts with customers:~~

2020 2019
Contract balance information Trade Receivables Contract liabilities Trade Receivables Contract liabilities
Balance at January 1 $ 619.3 $ 320.5 $ 737.2 $ 378.2
Balance at December 31 $ 646.9 $ 346.8 $ 619.3 $ 320.5

Contract assets are minimal for the periods presented. The amount of revenue recognized in 2020 and 2019 from performance obligations satisfied (or partially satisfied) in previous periods, mainly due to the changes in the estimate of variable consideration and contract modifications was de minimis.

As of January 1, 2020, the Company had $320.5 of unrecognized deferred revenue constituting the remaining performance obligations that are either unsatisfied or partially unsatisfied. During 2020, the Company recognized revenue of $266.2 related to the Company's deferred revenue balance at January 1, 2020.

Contract assets are the rights to consideration in exchange for goods or services that the Company has transferred to a customer when that right is conditional on something other than the passage of time. Contract assets21 of the ~~Company primarily relate to the Company's rights to consideration for goods shipped and services provided but not contractually billable at the reporting date.~~

consolidated financial statements.

The contract assets are reclassified into the receivables balance when the rights to receive payment become unconditional. Contract liabilities are recorded for any services billed to customers and not yet recognizable if the contract period has commenced or for the amount collected from customers in advance of the contract period commencing. In addition, contract liabilities are recorded as advanced payments for products and other deliverables that are billed to and collected from customers prior to revenue being recognizable.

~~Table of Contents~~

~~DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES~~

~~FORM 10-K as of December 31, 2020~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)~~

~~(in millions, except per share amounts)~~

~~Transaction price and variable consideration~~

The transaction price is the amount of consideration to which the Company expects to be entitled in exchange for transferring goods or services to a customer, excluding amounts collected on behalf of third parties. This consideration can include fixed and variable amounts and is determined at contract inception and updated each reporting period for any changes in circumstances. The transaction price also considers variable consideration, time value of money and the measurement of any non-cash consideration, all of which are estimated at contract inception and updated at each reporting date for any changes in circumstances. Once the variable consideration is identified, the Company estimates the amount of the variable consideration to include in the transaction price by using one of two methods, expected value (probability weighted methodology) or most likely amount (when there are only two possible outcomes). The Company chooses the method expected to better predict the amount of consideration to which it will be entitled and applies the method consistently to similar contracts. Generally, the Company applies the expected value method when assessing variable consideration including returns and refunds.

The Company also applies the ‘as invoiced’ practical expedient in Accounting Standards Codification (ASC) paragraph 606-10-55-18 related to performance obligations satisfied over time, which permits the Company to recognize revenue in the amount to which it has a right to invoice the customer if that amount corresponds directly with the value to the customer of the Company’s performance completed to date. Service revenues that are recognized ratably are primarily contracts that include first and second line maintenance. Service revenues that are recognized using input measures include primarily preventative maintenance. The ‘as invoiced’ practical expedient relates to the on-demand service revenue which is generally not under contract.

~~Transaction price allocated to the remaining performance obligations~~

As of December 31, 2020, the aggregate amount of the transaction price allocated to remaining performance obligations was approximately $1,500. The Company generally expects to recognize revenue on the remaining performance obligations over the next twelve months. The Company enters into service agreements with cancellable terms after a certain period without penalty. Unsatisfied obligations reflect only the obligation during the initial term. The Company applies the practical expedient in ASC paragraph 606-10-50-14 and does not disclose information about remaining performance obligations that have original expected durations of one year or less.

~~Cost to obtain and cost to fulfill a contract~~

The Company has minimal cost to obtain or fulfill contracts for customers for the periods presented. The Company pays commissions to the sales force based on multiple factors including but not limited to order entry, revenue recognition and portfolio growth. These incremental commission fees paid to the sales force meet the criteria to be considered a cost to obtain a contract, as they are directly attributable to a contract, incremental and management expects the fees are recoverable. The Company applies the practical expedient and recognizes the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the assets that the Company otherwise would have recognized is one year or less. The costs that are not capitalized are included in cost of sales. The costs related to contracts with greater than a one-year term are immaterial and continue to be recognized in cost of sales.

Cost of Sales. Cost of sales for services primarily consists of fuel, parts and labor and benefits costs related to installation of products and service maintenance contracts, including call center costs as well as costs for service parts repair centers. Cost of sales for products is primarily comprised of direct materials and supplies consumed in the manufacturing and distribution of products, as well as related labor, depreciation expense and direct overhead expense necessary to acquire and convert the purchased materials and supplies into finished products. Cost of sales for products also includes the cost to distribute products to customers, inbound freight costs, internal transfer costs, warehousing costs and other shipping and handling activity.

Property, plant and equipment and long-lived assets. Property, plant and equipment and long-lived assets are recorded at

Table of Contents

DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES

FORM 10-K as of December 31, 2022

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in millions, except per share amounts)

historical cost, including interest where applicable.

Impairment of property, plant and equipment and long-lived assets is recognized when events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. If the expected future undiscounted cash flows are less than the carrying amount of the asset, an impairment loss is recognized at that time to reduce the asset to the lower of its fair value or its net book value.

Depreciation and Amortization. Depreciation of property, plant and equipment is computed using the straight-line method based on the estimated useful life for each asset class. Amortization of leasehold improvements is based upon the shorter of original terms of the lease or life of the improvement. Repairs and maintenance are expensed as incurred. Generally, amortization of the Company’s other long-term assets, such as intangible assets and capitalized software development, is computed using the straight-line method over the life of the asset.

~~Table of Contents~~

~~DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES~~

~~FORM 10-K as of December 31, 2020~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)~~

~~(in millions, except per share amounts)~~

Fully depreciated assets are retained until disposal. Upon disposal, assets and related accumulated depreciation or amortization are removed from the accounts and the net amount, less proceeds from disposal, is charged or credited to operations.

Advertising Costs. Advertising costs are expensed as incurred and were $8.5, $7.1 and $7.2 ~~$7.5~~in 2022, 2021 and ~~$10.1 in~~ 2020, ~~2019 and 2018,~~ respectively.

Research, Development and Engineering. Research, development and engineering costs are expensed as incurred and were ~~$133.4, $147.1~~$120.7, $126.3 and ~~$157.4~~$133.4 for the years ended December 31, ~~2020, 2019~~2022, 2021 and ~~2018,~~2020, respectively. This excludes certain software development costs of $28.7, $31.1, and $17.2 ~~$23.1,~~in 2022, 2021 and ~~$29.8 in~~ 2020, ~~2019 and 2018,~~ respectively, which are capitalized after technological feasibility of the software is established.

Shipping and Handling Costs. The Company recognizes shipping and handling fees billed when products are shipped or delivered to a customer and includes such amounts in net sales. Third-party freight payments are recorded in cost of sales.

Taxes on Income. Deferred taxes are provided on an asset and liability method, whereby deferred tax assets are recognized for deductible temporary differences, operating loss carry-forwards and tax credits. Deferred tax liabilities are recognized for taxable temporary differences and undistributed earnings in certain tax jurisdictions. Deferred tax assets are reduced by a valuation allowance when, based on available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Determination of a valuation allowance involves estimates regarding the timing and amount of the reversal of taxable temporary differences, expected future taxable income and the impact of tax planning strategies. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

The Company regularly assesses its position with regard to tax exposures and records liabilities for these uncertain tax positions and related interest and penalties, if any, when the tax benefit is not more likely than not realizable. The Company has recorded an accrual that reflects the recognition and measurement process for the financial statement recognition and measurement of a tax position taken or expected to be taken on a tax return. Additional future income tax expense or benefit may be recognized once the positions are effectively settled.

Sales Tax. The Company collects sales taxes from customers and accounts for sales taxes on a net basis.

Cash, Cash Equivalents and Restricted Cash. The Company considers highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. The Company had ~~0 restricted cash at December 31, 2020~~$9.1 and ~~$3.6~~$0.0 of restricted cash at December 31, ~~2019.~~2022 and 2021, respectively.

Financial Instruments. The carrying amount of cash and cash equivalents, short-term investments, trade receivables and accounts payable approximated their fair value because of the relatively short maturity of these instruments. The Company’s risk-management strategy ~~utilizes~~allows for derivative financial instruments such as forwards to hedge certain foreign currency exposures and interest rate swaps to manage interest rate risk. The intent is to offset gains and losses that occur on the underlying exposures, with gains and losses on the derivative contracts hedging these exposures. The Company does not enter into derivatives for trading purposes. The Company recognizes all derivatives on the balance sheet at fair value. Changes in the fair values of derivatives that are not designated as hedges are recognized in earnings. If the derivative is designated and qualifies as a hedge, depending on the nature of the hedge, changes in the fair value of the derivatives are either offset against the change in the hedged assets or liabilities through earnings or recognized in other comprehensive income until the hedged item is recognized in earnings.

Table of Contents

DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES

FORM 10-K as of December 31, 2022

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in millions, except per share amounts)

Fair Value. The Company measures its financial assets and liabilities using one or more of the following three valuation techniques:


Valuation technique						Description
Market approach						Prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.
Cost approach						Amount that would be required to replace the service capacity of an asset (replacement cost).
Income approach						Techniques to convert future amounts to a single present amount based upon market expectations.

~~Table of Contents~~

~~DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES~~

~~FORM 10-K as of December 31, 2020~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)~~

~~(in millions, except per share amounts)~~

The hierarchy that prioritizes the inputs to valuation techniques used to measure fair value is divided into three levels:


Fair value level						Description
Level 1						Unadjusted quoted prices in active markets for identical assets or liabilities. Fair value of investments categorized as level 1 are determined based on period end closing prices in active markets. Mutual funds are valued at their net asset value (NAV) on the last day of the period.
Level 2						Unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active or inputs, other than quoted prices in active markets, that are observable either directly or indirectly. Fair value of investments categorized as level 2 are determined based on the latest available ask price or latest trade price if listed. The fair value of unlisted securities is established by fund managers using the latest reported information for comparable securities and financial analysis. If the manager believes the fund is not capable of immediately realizing the fair value otherwise determined, the manager has the discretion to determine an appropriate value. Common collective trusts are valued at NAV on the last day of the period.
Level 3						Unobservable inputs for which there is little or no market data.
Net asset value						Fair value of investments categorized as NAV represent the plan’s interest in private equity, hedge and property funds. The fair value for these assets is determined based on the NAV as reported by the underlying investment managers.

A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Company uses the end of the period when determining the timing of transfers between levels.

Short-Term Investments The Company has investments in certificates of deposit that are recorded at cost, which approximates fair value.

Assets Held in Rabbi Trusts / Deferred Compensation The fair value of the assets held in rabbi trusts (refer to Note ~~7: Investments)~~7 of the consolidated financial statements) is derived from investments in a mix of money market, fixed income and equity funds. The related deferred compensation liability is also recorded at fair value.

Foreign Exchange Contracts The valuation of foreign exchange forward and option contracts is determined using valuation techniques, including option models tailored for currency derivatives. These contracts are valued using the market approach based on observable market inputs. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including spot rates, foreign currency forward rates, the interest rate curve of the domestic currency, and foreign currency volatility for the given currency pair.

Forward Contracts A substantial portion of the Company’s operations and revenues are international. As a result, changes in foreign exchange rates can create substantial foreign exchange gains and losses from the revaluation of non-functional currency monetary assets and liabilities.

~~Option Contracts~~ A put option gives the purchaser of the option the right to sell, and the writer of the option the obligation to buy, the underlying security at any time during the option period. A call option gives the purchaser of the option the right to buy, and the writer of the option the obligation to sell, the underlying security at any time during the option period. The gain or loss on these non-designated derivative instruments is reflected in other income (expense) miscellaneous, net in the Company's consolidated statements of operations.

Interest Rate Swaps The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.

~~Assets and Liabilities Recorded at Carrying Value~~ ~~The fair value of the Company’s cash and cash equivalents, trade receivables and accounts payable approximate the carrying value due to the relative short maturity of these instruments.~~

Refer to Note ~~18: Fair Value~~19 of ~~Assets and Liabilities~~the consolidated financial statements for further details of assets and liabilities subject to fair value measurement.

Table of Contents

DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES

FORM 10-K as of December 31, ~~2020~~2022

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in millions, except per share amounts)

Trade Receivables. The Company records the lifetime expected loss on uncollectible trade receivables based on historical loss experience as a percentage of sales and makes adjustments as necessary based on current trends. The Company will also record periodic adjustments for specific customer circumstances and changes in the aging of accounts receivable balances. After all efforts at collection have been unsuccessful, the account is deemed uncollectible and is written off.

The following table summarizes the Company’s allowances for doubtful accounts:


		2020		2019		2018			2022		2021		2020
Balance at January 1	Balance at January 1	$	42.2	$	58.2	$	71.7	Balance at January 1	$	35.3	$	37.5	$	42.2
Charged to costs and expenses	Charged to costs and expenses	10.1		5.2		22.8		Charged to costs and expenses	14.0		9.8		10.1
Charged to other accounts (1)	Charged to other accounts (1)	(1.2)		(0.9)		(4.1)		Charged to other accounts (1)	(0.1)		—		(1.2)
Deductions (2)	Deductions (2)	(13.6)		(20.3)		(32.2)		Deductions (2)	(14.7)		(12.0)		(13.6)
Balance at December 31	Balance at December 31	$	37.5	$	42.2	$	58.2	Balance at December 31	$	34.5	$	35.3	$	37.5

(1) Includes n~~Net~~et effects of foreign currency ~~translation.~~translation

(2) Uncollectible accounts written-off, net of recoveries.

Financing Receivables. The Company records the lifetime expected loss on uncollectible notes and finance lease receivables (collectively, financing receivables) on a customer-by-customer basis and evaluates specific customer circumstances, aging of invoices, credit risk changes, payment patterns and historical loss experience with consideration given to current trends. After all efforts at collection have been unsuccessful, the account is deemed uncollectible and is written off.

Inventories. The Company primarily values inventories using average or standard costing utilizing lower of cost or net realizable value. The standard costs approximate costs determined on a first in, first out basis. The Company identifies and writes down its excess and obsolete inventories to net realizable value based on usage forecasts, order volume and inventory aging. With the development of new products, the Company also rationalizes its product offerings and will write-down discontinued products to the lower of cost or net realizable value.

Deferred Revenue. Deferred revenue is recorded for any services billed to customers and not yet recognizable if the contract period has commenced or for the amount collected from customers in advance of the contract period commencing. In addition, deferred revenue is recorded for products and other deliverables that are billed to and collected from customers prior to revenue being recognizable.

Goodwill. Goodwill is the cost in excess of the net assets of acquired ~~businesses (refer to Note 8: Goodwill and Intangible Assets).~~businesses. The Company tests all existing goodwill at least annually for impairment on a reporting unit basis. The annual goodwill impairment test was performed as of October 31 for all periods presented.

The Company tests for interim impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the carrying value of a reporting unit below its reported amount. Each year, the Company may elect to perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. In evaluating whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company considers the following events and circumstances, among others, if applicable: (a) macroeconomic conditions such as general economic conditions, limitations on accessing capital or other developments in equity and credit markets; (b) industry and market considerations such as competition, multiples or metrics and changes in the market for the Company's products and services or regulatory and political environments; (c) cost factors such as raw materials, labor or other costs; (d) overall financial performance such as cash flows, actual and planned revenue and earnings compared with actual and projected results of relevant prior periods; (e) other relevant events such as changes in key personnel, strategy or customers; (f) changes in the composition of a reporting unit's assets or expected sales of all or a portion of a reporting unit; and (g) any sustained decrease in share price.

If the Company's qualitative assessment indicates that it is more likely than not that the fair value of a reporting unit is less than its carrying value, or if management elects to perform a quantitative assessment of goodwill, an impairment test is used to identify potential goodwill impairment and measure the amount of any impairment loss to be recognized. The Company compares the fair value of each reporting unit with its carrying value and recognizes an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. The fair value of the reporting units is determined based upon a combination of the income ~~valuation~~ and market approach in valuation methodology. The income approach uses discounted estimated future cash flows, whereas the market approach or guideline public company method utilizes market data of similar publicly traded companies. The fair value of the reporting unit is defined as the price that would be received to sell the net assets or transfer the net liabilities in an orderly transaction between market participants at the assessment date.

Table of Contents

DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES

FORM 10-K as of December 31, ~~2020~~2022

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in millions, except per share amounts)

The techniques used in the Company's ~~qualitative~~quantitative assessment incorporate a number of assumptions that the Company believes to be reasonable and to reflect market conditions forecast at the assessment date. Assumptions in estimating future cash flows are subject to a high degree of judgment. The Company makes all efforts to forecast future cash flows as accurately as possible with the information available at the time the forecast is made. To this end, the Company evaluates the appropriateness of its assumptions as well as its overall forecasts by comparing projected results of upcoming years with actual results of preceding years and validating that differences therein are reasonable. Assumptions, which include Level 3 inputs, relate to revenue growth, material and operating costs, and discount rate. Changes in assumptions and estimates after the assessment date may lead to an outcome where impairment charges would be required in future periods. Specifically, actual results may vary from the Company’s forecasts and such variations may be material and unfavorable, thereby triggering the need for future impairment tests where the conclusions may differ in reflection of prevailing market conditions.

Contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. As additional information becomes available, any potential liability related to these matters is assessed and the estimates are revised, if necessary. Legal costs incurred in connection with loss contingencies are expensed as incurred.

Pensions and Other Post-retirement Benefits. Annual net periodic expense and benefit liabilities under the Company’s defined benefit plans are determined on an actuarial basis. Assumptions used in the actuarial calculations have a significant impact on plan obligations and expense. The Company periodically reviews actual experience compared with the more significant assumptions used and make adjustments to the assumptions, if warranted. The healthcare trend rates are reviewed based upon the results of actual claims experience. The discount rate is determined by analyzing the average return of high-quality (i.e., AA-rated) fixed-income investments and the year-over-year comparison of certain widely used benchmark indices as of the measurement date. The expected long-term rate of return on plan assets is determined using the plans’ current asset allocation and their expected rates of return based on a geometric averaging over 20 years. The rate of compensation increase assumptions reflects the Company’s long-term actual experience and future and near-term outlook. Pension benefits are funded through deposits with trustees or directly by the plan administrator. Other post-retirement benefits are not funded and the Company’s policy is to pay these benefits as they become due.

The Company recognizes the funded status of each of its plans in the consolidated balance sheets. Amortization of unrecognized net gain or loss resulting from experience different from that assumed and from changes in assumptions (excluding asset gains and losses not yet reflected in market-related value) is included as a component of net periodic benefit cost for a year if, as of the beginning of the year, that unrecognized net gain or loss exceeds 5five percent of the greater of the projected benefit obligation or the market-related value of plan assets. If amortization is required, the amortization is that excess divided by the average remaining service period of participating employees expected to receive benefits under the plan.

The Company records a curtailment when an event occurs that significantly reduces the expected years of future service or eliminates the accrual of defined benefits for the future services of a significant number of employees. A curtailment gain is recorded when the employees who are entitled to the benefits terminate their employment; a curtailment loss is recorded when it becomes probable a loss will occur. Upon a settlement, the Company recognizes the proportionate amount of the unamortized gains and losses if the cost of all settlements during the year exceeds the interest component of net periodic cost for the affected plan.

Noncontrolling Interests ~~and Redeemable Noncontrolling Interests.~~. Noncontrolling interests represent the portion of profit or loss, net assets and comprehensive income that is not allocable to the Company.

Noncontrolling interests with redemption features, such as put rights, that are not solely within the Company’s control are considered redeemable noncontrolling interests. Redeemable noncontrolling interests are presented outside of equity on the Company's consolidated balance sheets. The balance of redeemable noncontrolling interests is reported at the greater of its carrying value or its maximum redemption value at each reporting date. Refer to Note ~~12: Redeemable Noncontrolling Interests~~12 of the consolidated financial statements for more information.

Related Party Transactions. The Company has certain strategic alliances that are not consolidated. The Company's strategic alliances are not significant subsidiaries and are accounted for under the equity method of investments. The Company owns 48.1 percent of Inspur (Suzhou) Financial Information Technology Co., Ltd (Inspur JV) and ~~43.6~~49.0 percent of Aisino-Wincor Retail & Banking Systems (Shanghai) Co., Ltd (Aisino JV) as of December 31, ~~2020.~~2022. The Company engages in transactions with these entities in the ordinary course of business. As of December 31, ~~2020,~~2022, the Company had accounts receivable and accounts payable balances with these affiliates of ~~$4.8~~$18.9 and ~~$35.9,~~$25.7, respectively, which is included in trade receivables, less allowances for doubtful accounts and accounts payable, respectively, on the consolidated balance sheets.

Table of Contents

DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES

FORM 10-K as of December 31, ~~2020~~2022

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in millions, except per share amounts)

~~In September 2019, the Company's minority interest in Kony was sold for cash proceeds of $21.3. The Company's carrying value in Kony was $14.0, resulting in a gain of $7.3.~~

During the fourth quarter of 2018, the Company recorded a charge of $19.2 for its investment in its Aisino strategic alliance as a result of the weakening banking market in China. The charge was included in equity in earnings (loss) of unconsolidated subsidiaries, net in its consolidated statements of operations.

Recently Adopted Accounting Guidance

In August 2018, the Financial Accounting Standards Board (FASB) issued guidance on a company's accounting for implementation fees paid in a cloud computing service contract arrangement that addresses which implementation costs to capitalize as an asset and which costs to expense. Capitalized implementation fees are to be expensed over the term of the cloud computing arrangement, and the expense is required to be recognized in the same line item in the income statement as the associated hosting service expenses. The entity is also required to present the capitalized implementation fees on the balance sheet in the same line item as it would present a prepayment for hosting service fees associated with the cloud computing arrangement. Cash payments for cloud computing arrangements (CCA) implementation costs are classified as cash outflows from operating activities. The Company adopted this guidance using a prospective transition method. The Company has capitalized $27.1 of implementation fees in 2020 related to its upcoming ERP conversion to the Other assets caption on the consolidated balance sheet. The related payments are categorized as operating cash flows.

The effects of the adoption of the ASUs listed below did not significantly impact the Company's financial statements:

~~Table of Contents~~

~~DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES~~

~~FORM 10-K as of December 31, 2020~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)~~

~~(in millions, except per share amounts)~~

Standards Adopted

Description

Effective
Date

ASU ~~2018-13, Fair Value Measurement~~2021-05 Leases (Topic ~~820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement~~842) Lessors - Certain Leases with Variable Lease Payments

This Accounting Standard Update (ASU) ~~is designed to improve the effectiveness of disclosures by removing, modifying and adding disclosures related to fair value measurements.~~modifies a lessor's lease classification requirements for leases with variable lease payments. The adoption of this ASU did not have a significant impact on the Company's consolidated financial statements.

January 1, ~~2020~~2022

ASU ~~2018-18, Collaborative Arrangements~~2021-04 Earnings Per Share (Topic ~~808): Clarifying~~260), Debt— Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity
(Subtopic 815-40) Issuer’s Accounting for Certain Modifications or
Exchanges of Freestanding Equity-Classified
Written Call Options

This ASU was designed to provide clarification on accounting for the ~~Interaction between Topic 808~~modification or exchanges of freestanding equity-classified call options that remain equity classified after modification or exchange.The adoption of this ASU did not have a significant impact on the Company's consolidated financial statements.

January 1, 2022

ASU 2021-08 Business Combinations (Topic 805) Accounting for Contract Assets and ~~Topic 606~~Contract Liabilities from Contracts with Customers

The ~~amendments~~ASU is designed improve consistency related to the recognition of contract assets and liabilities from revenue contracts in ~~this ASU provide guidance on whether certain transactions between collaborative arrangement participants should be accounted for under Topic 606.~~a business combination. The adoption of this ASU did not have a significant impact on the Company's consolidated financial statements.

January 1, ~~2020~~2022

ASU ~~2016-13, Financial Instruments-Credit Losses~~2021-10 Government Assistance (Topic ~~326): Measurement of Credit Losses on Financial Instruments~~832) Disclosures by Business Entities about Government Assistance

~~The amendments in this ASU replace~~This guidance improves the ~~incurred loss impairment methodology with the current expected credit loss methodology. This will change the measurement~~transparency of ~~credit losses on~~ financial ~~instruments and the timing of when such losses are recorded.~~reporting by adding requirements for disclosures related to government assistance. The adoption of this ASU did not have a significant impact on the Company's consolidated financial statements.

January 1, ~~2020~~

~~ASU 2019-01, Leases (Topic 842): Codification Improvements~~

This ASU is intended to clarify the Accounting Standard Codification (ASC) more generally and/or to correct unintended application of guidance. The amendments in this ASU include three Issues: Determining the fair value of the underlying asset by lessors that are not manufacturers or dealers (Issue 1) Presentation on the statement of cash flows—sales-type and direct financing leases (Issue 2) and Transition disclosures related to Topic 250, Accounting Changes and Error Corrections (Issue 3). The adoption of this ASU did not have a significant impact on the Company’s consolidated financial statements.

~~January 1, 2020~~

~~ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments-Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments~~

This ASU is designed to clarify, correct, and improve various aspects of the guidance in the following ASUs related to financial instruments: ASU 2016-01 - Financial Instruments - Overall (Subtopic 825-10) Recognition and Measurement of Financial Assets and Liabilities; ASU 2016-13 - Financial Instruments - Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments; and ASU 2017-12 - Derivatives and Hedging (Topic 815): Targeted Improvements for Hedging Activities. The adoption of this ASU did not have a significant impact on the Company's consolidated financial statements.

~~January 1, 2020~~

~~Securities and Exchange Commission (SEC) Adopting Release No. 33-10762, Financial Disclosures about Guarantors and Issuers of Guaranteed Securities and~~

~~Affiliates Whose Securities Collateralize a Registrant’s Securities~~

On March 2, 2020, the SEC issued a final rule that amended the disclosure requirements related to certain registered securities under SEC Regulation S-X, Rule 3-10, which required separate financial statements for subsidiary issuers and guarantors of registered debt securities unless certain exceptions are met. The final rule replaces the previous requirement under Rule 3-10 to provide consolidating financial information in the registrant’s financial statements with a requirement to provide alternative financial disclosures. As a result, we have excluded the footnote disclosures required under the previous Rule 3-10, and applied the final rule by including the summarized financial information and qualitative disclosures in Part II - Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations of this Annual Report on Form 10-K.

~~January 4, 2021 (early adopted beginning in the period ended September 30, 2020)~~2022

Table of Contents

DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES

FORM 10-K as of December 31, ~~2020~~2022

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in millions, except per share amounts)

Recently Issued Accounting Guidance

The following ASUs were recently issued by the FASB, which could significantly impact the Company's financial statements:

Standards Pending Adoption

Description

Effective/Adoption Date

Anticipated Impact

ASU ~~2018-14, Compensation - Retirement Benefits - Defined Benefit Plans - General Subtopic 715-20 - Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans~~

~~The standard is designed to improve the effectiveness of disclosures by removing and adding disclosures related to defined benefit plans.~~

~~January 1, 2021~~

~~The Company is currently assessing the impact this ASU will have on its consolidated financial statements. The ASU allows for early adoption in any year end after issuance of the update.~~

~~ASU 2019-10 Financial Instruments - Credit Losses (Topic 326), Derivatives and Hedging (Topic 815) and Leases (Topic 842) -Effective Dates~~

~~The standard modifies timing of adopting certain ASUs based on feedback obtained from stakeholders regarding the challenges of adopting.~~

~~Varies based on ASUs within 2019-10~~

~~The Company is currently assessing the impact this ASU will have on its consolidated financial statements.~~

~~ASU 2019-12 - Income Taxes (Topic 740) - Simplifying the Accounting for Income Taxes~~

The standard simplify the accounting for income taxes by removing certain exceptions to the general principals in Topic 740, Income Taxes and improves consistent application or and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance.

~~January 1, 2021~~

~~The Company is currently assessing the impact this ASU will have on its consolidated financial statements. The ASU allows for early adoption in any year end after issuance of the update.~~

~~ASU 2020-08 Codification Improvements to Subtopic 310-20, Receivables -Nonrefundable Fees and Other Costs~~

~~The standard is designed to clarify that an entity should reevaluate whether a callable debt security is within scope of paragraph 310-20-35-33 for each reporting period.~~

~~January 1, 2021~~

~~The Company is currently assessing the impact this ASU will have on its consolidated financial statements. The ASU allows for early adoption in any year end after issuance of the update.~~

ASU 2020-01 Investments - Equity Securities (Topic 321), Investments - Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) - Clarifying Interactions between Topic 321, Topic 323, and Topic 815

~~The standard provides clarification on the interaction of accounting standards for equity securities (Topic 321), equity method investments (Topic 323) and derivatives (Topic 815).~~

~~January 1, 2021~~

~~The Company is currently assessing the impact this ASU will have on its consolidated financial statements. The ASU allows for early adoption in any year end after issuance of the update.~~

~~ASU~~ 2020-04 Reference Rate Reform (Topic 848) - Facilitation of the Effects of Reference Rate Reform on Financial Reporting

The standard provides optional expedients and exceptions for applying GAAP to contracts, hedges and other transaction that will be impacted by reference rate reform.

March 12, 2020 through December 31, ~~2022~~2024

The Company is currently assessing the impact this ASU will have on its consolidated financial statements. The ASU allows for early adoption in any year end after issuance of the update.

ASU ~~2020-10 Codification Improvements~~2022-06 Reference Rate Reform (Topic 848) - Deferral of the Sunset Date of Topic 848

The standard ~~is designed~~defers the sunset date of Topic 848 from December 31, 2022 to ~~improve consistency~~December 31, 2024.

December 31, 2024

The Company does not expect this ASU will have a significant impact on its consolidated financial statements.

ASU 2022-04 Liabilities-Supplier Finance Programs

The standard improves the transparency of ~~the presentation of the~~ financial ~~statements and various disclosures.~~reporting by adding requirements for disclosures related supplier finance programs.

January 1, ~~2021~~2023

The Company ~~is currently assessing the impact~~does not expect this ASU will have a significant impact on its consolidated financial statements. ~~The ASU allows for early adoption in any year end after issuance of the update.~~

~~Table of Contents~~

~~DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES~~

~~FORM 10-K as of December 31, 2020~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)~~

~~(in millions, except per share amounts)~~

NOTE 2: EARNINGS (LOSS) PER SHARE

Basic earnings (loss) per share is based on the weighted-average number of common shares outstanding. Diluted earnings (loss) per share includes the dilutive effect of potential common shares outstanding. Under the two-class method of computing earnings (loss) per share, non-vested share-based payment awards that contain rights to receive non-forfeitable dividends are considered participating securities. The Company’s participating securities include restricted stock units (RSUs), director deferred shares and shares that were vested but deferred by employees. The Company calculated basic and diluted earnings (loss) per share under both the treasury stock method and the two-class method. For the years presented there were no differences in the earnings (loss) per share amounts calculated using the two methods. Accordingly, the treasury stock method is disclosed below; however, because the ~~weighted-average number~~Company is in a net loss position, dilutive shares of 1.5, 1.2 and 1.2 for the years ended December 31, 2022, 2021 and 2020, respectively, are excluded from the shares used in the computation of diluted earnings (loss) per ~~share are excluded due to the Company's net loss.~~share.

The following table represents amounts used in computing earnings (loss) per share and the effect on the weighted-average number of shares of dilutive potential common shares for the years ended December 31:


		2020		2019		2018			2022		2021		2020
Numerator	Numerator							Numerator
Income (loss) used in basic and diluted loss per share	Income (loss) used in basic and diluted loss per share							Income (loss) used in basic and diluted loss per share
Net loss	Net loss	$	(267.8)	$	(344.6)	$	(528.7)	Net loss	$	(585.6)	$	(78.1)	$	(267.8)
Net income (loss) income attributable to noncontrolling interests	Net income (loss) income attributable to noncontrolling interests	1.3		(3.3)		2.7		Net income (loss) income attributable to noncontrolling interests	(4.2)		0.7		1.3
Net loss attributable to Diebold Nixdorf, Incorporated	Net loss attributable to Diebold Nixdorf, Incorporated	$	(269.1)	$	(341.3)	$	(531.4)	Net loss attributable to Diebold Nixdorf, Incorporated	$	(581.4)	$	(78.8)	$	(269.1)
Denominator	Denominator							Denominator
Weighted-average number of common shares used in basic and diluted earnings (loss) per share (1)	Weighted-average number of common shares used in basic and diluted earnings (loss) per share (1)	77.6		76.7		76.0		Weighted-average number of common shares used in basic and diluted earnings (loss) per share (1)	79.0		78.3		77.6

Net loss attributable to Diebold Nixdorf, Incorporated
Net loss per share attributable to Diebold Nixdorf, Incorporated								Net loss per share attributable to Diebold Nixdorf, Incorporated
Basic and diluted loss per share	Basic and diluted loss per share	$	(3.47)	$	(4.45)	$	(6.99)	Basic and diluted loss per share	$	(7.36)	$	(1.01)	$	(3.47)

Anti-dilutive shares
Anti-dilutive shares not used in calculating diluted weighted-average shares		2.4		3.2		4.5

(1)~~Incremental shares~~Shares of ~~1.2~~4.2, ~~1.6~~3.9 and ~~0.7 were~~2.4 for the years ended December 31, 2022, 2021 and 2020, respectively, are excluded from the computation of diluted ~~loss~~earnings (loss) per share ~~for~~because the ~~years ended December 31, 2020, 2019 and 2018, respectively, because their effect is~~effects are anti-dilutive, ~~due to~~irrespective of the net loss ~~from operations.~~position.

Table of Contents

DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES

FORM 10-K as of December 31, 2022

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in millions, except per share amounts)

NOTE 3: SHARE-BASED COMPENSATION AND EQUITY

Dividends. ~~Dividends per share were $0.10 for the year ended December 31, 2018.~~ In May 2018, the Company announced the decision of its ~~decision~~Board of Directors to reallocate future dividend funds towards debt reduction and other capital resource needs. ~~The~~Accordingly, the Company ~~did~~has not ~~pay any dividends in 2019 or 2020.~~paid a dividend since 2018.

Share-Based Compensation Cost. The Company recognizes costs resulting from all share-based payment transactions based on the fair value of the award as of the grant date. Awards are valued at fair value and compensation cost is recognized on a straight-line basis over the requisite periods of each award. To cover the exercise and/or vesting of its share-based payments, the Company ~~generally issues~~uses a combination of new shares from its authorized, unissued share ~~pool.~~pool and its treasury shares. The number of common shares that may be issued pursuant to the 2017 Equity and Performance Incentive Plan (the 2017 Plan) was ~~11.0,~~15.9, of which ~~4.9~~7.1 shares were available for issuance at December 31, ~~2020.~~2022.

~~Table of Contents~~

~~DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES~~

~~FORM 10-K as of December 31, 2020~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)~~

~~(in millions, except per share amounts)~~

The following table summarizes the components of the Company’s employee and non-employee directors share-based compensation programs recognized as selling and administrative expense for the years ended December 31:


		2020		2019		2018			2022		2021		2020
Stock options	Stock options							Stock options
Pre-tax compensation expense	Pre-tax compensation expense	$	1.7	$	1.5	$	2.8	Pre-tax compensation expense	$	0.3	$	1.5	$	1.7
Tax benefit	Tax benefit	(0.5)		(0.2)		(0.6)		Tax benefit	—		(0.4)		(0.5)
Stock option expense, net of tax	Stock option expense, net of tax	$	1.2	$	1.3	$	2.2	Stock option expense, net of tax	$	0.3	$	1.1	$	1.2

RSU's	RSU's							RSU's
Pre-tax compensation expense	Pre-tax compensation expense	$	8.9	$	11.6	$	19.8	Pre-tax compensation expense	$	13.6	$	8.7	$	8.9
Tax benefit	Tax benefit	(2.2)		(2.5)		(4.3)		Tax benefit	(1.6)		(2.2)		(2.2)
RSU expense, net of tax	RSU expense, net of tax	$	6.7	$	9.1	$	15.5	RSU expense, net of tax	$	12.0	$	6.5	$	6.7

Performance shares	Performance shares							Performance shares
Pre-tax compensation expense	Pre-tax compensation expense	$	4.3	$	10.9	$	14.0	Pre-tax compensation expense	$	(0.5)	$	3.6	$	4.3
Tax benefit	Tax benefit	(1.0)		(2.9)		(3.3)		Tax benefit	—		(1.0)		(1.0)
Performance share expense, net of tax	Performance share expense, net of tax	$	3.3	$	8.0	$	10.7	Performance share expense, net of tax	$	(0.5)	$	2.6	$	3.3

Total share-based compensation	Total share-based compensation							Total share-based compensation
Pre-tax compensation expense	Pre-tax compensation expense	$	14.9	$	24.0	$	36.6	Pre-tax compensation expense	$	13.4	$	13.8	$	14.9
Tax benefit	Tax benefit	(3.7)		(5.6)		(8.2)		Tax benefit	(1.6)		(3.6)		(3.7)
Total share-based compensation, net of tax	Total share-based compensation, net of tax	$	11.2	$	18.4	$	28.4	Total share-based compensation, net of tax	$	11.8	$	10.2	$	11.2


☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended	December 31, ~~2020~~2022
OR
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from to


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


PART I
	ITEM 1:	BUSINESS	3
	ITEM 1A:	RISK FACTORS	98
	ITEM 1B:	UNRESOLVED STAFF COMMENTS	1921
	ITEM 2:	PROPERTIES	1921
	ITEM 3:	LEGAL PROCEEDINGS	1922
	ITEM 4:	MINE SAFETY DISCLOSURES	1922

PART II
	ITEM 5:	MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	2023
	ITEM 6:	~~SELECTED FINANCIAL DATA~~[RESERVED]	2124
	ITEM 7:	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	2225
	ITEM 7A:	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	4142
	ITEM 8:	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	4243
	ITEM 9:	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	98103
	ITEM 9A:	CONTROLS AND PROCEDURES	98103
	ITEM 9B:	OTHER INFORMATION	99103
	ITEM 9C:	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	104

PART III
	ITEM 10:	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	~~101~~105
	ITEM 11:	EXECUTIVE COMPENSATION	~~101~~105
	ITEM 12:	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	~~102~~106
	ITEM 13:	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	~~102~~106
	ITEM 14:	PRINCIPAL ACCOUNTANT FEES AND SERVICES	~~102~~106

PART IV
	ITEM 15:	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	~~103~~107
	ITEM 16:	FORM 10-K SUMMARY	~~107~~112

SIGNATURES			~~108~~113


Period	Period	Total Number of Shares Purchased (1)	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans	Maximum Number of Shares that May Yet Be Purchased Under the Plans (2)	Period	Total Number of Shares Purchased (1)	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans	Maximum Number of Shares that May Yet Be Purchased Under the Plans (2)
October	October	411	$	7.94	—	2,426,177	October	6,673	$	2.50	—	2,426,177
November	November	648	$	12.08	—	2,426,177	November	88	$	5.44	—	2,426,177
December	December	2,587	$	11.16	—	2,426,177	December	13,149	$	2.09	—	2,426,177
Total	Total	3,646	$	10.96	—		Total	19,910	$	2.24	—


						Total Number of Shares Approved for Repurchase
1997						2,000,000
2004						2,000,000
2005						6,000,000
2007						2,000,000
2011						1,876,949
2012						2,000,000
						15,876,949


							% Change in CC (1)		% of Total Net Sales for the Year Ended												% Change in CC (1)		% of Total Net Sales for the Year Ended
		2020		2019		% Change		2020		2019		2022				2021			% Change			2022		2021
Segments	Segments														Segments
Eurasia Banking
Banking													Banking
Services	Services	$	819.0	$	993.6	(17.6)	(17.9)		21.0		22.5		Services	$	1,548.1		$	1,681.2		(7.9)	(3.8)		44.7		43.1
Products	Products	612.1		656.2		(6.7)	(7.6)		15.6		14.9		Products	874.3			1,029.9			(15.1)	(10.2)		25.3		26.4
Total Eurasia Banking		$	1,431.1	$	1,649.8	(13.3)	(13.8)		36.6		37.4

Americas Banking
Services		$	962.9	$	1,002.5	(4.0)	(1.8)		24.7		22.7
Products		456.5		601.6		(24.1)	(19.7)		11.7		13.7
Total Americas Banking		$	1,419.4	$	1,604.1	(11.5)	(8.4)		36.4		36.4
Total Banking													Total Banking	$	2,422.4		$	2,711.1		(10.6)	(6.2)		70.0		69.5

Retail	Retail												Retail
Services	Services	$	582.6	$	612.0	(4.8)	(5.5)		14.9		13.9		Services	$	550.8		$	622.4		(11.5)	(1.6)		15.9		15.9
Products	Products	469.2		542.8		(13.6)	(13.8)		12.1		12.3		Products	487.5			571.7			(14.7)	(6.5)		14.1		14.6
Total Retail	Total Retail	$	1,051.8	$	1,154.8	(8.9)	(9.4)		27.0		26.2		Total Retail	$	1,038.3		$	1,194.1		(13.0)	(4.0)		30.0		30.5

Total net sales	Total net sales	$	3,902.3	$	4,408.7	(11.5)	(10.7)		100.0		100.0		Total net sales	$	3,460.7		$	3,905.2		(11.4)	(5.5)		100.0		100.0


		2020			2019			$ Change		% Change		2022			2021			$ Change		% Change
Gross profit - services	Gross profit - services	$	698.2		$	686.9		$	11.3	1.6	Gross profit - services	$	618.1		$	726.3		$	(108.2)	(14.9)
Gross profit - products	Gross profit - products	336.8			380.2			(43.4)		(11.4)	Gross profit - products	139.2			317.1			(177.9)		(56.1)
Total gross profit	Total gross profit	$	1,035.0		$	1,067.1		$	(32.1)	(3.0)	Total gross profit	$	757.3		$	1,043.4		$	(286.1)	(27.4)

Gross margin - services	Gross margin - services	29.5		%	26.3		%				Gross margin - services	29.4		%	31.5		%
Gross margin - products	Gross margin - products	21.9		%	21.1		%				Gross margin - products	10.2		%	19.8		%
Total gross margin	Total gross margin	26.5		%	24.2		%				Total gross margin	21.9		%	26.7		%


Eurasia Banking:	2020			2019			$ Change		% Change
Net sales	$	1,431.1		$	1,649.8		$	(218.7)	(13.3)
Segment operating profit	$	177.8		$	169.3		$	8.5	5.0
Segment operating profit margin	12.4		%	10.3		%


Banking:	2022			2021			$ Change		% Change
Net sales	$	2,422.4		$	2,711.1		$	(288.7)	(10.6)
Segment operating profit	$	310.8		$	440.6		$	(129.8)	(29.5)
Segment operating profit margin	12.8		%	16.3		%


Americas Banking:	2020			2019			$ Change		% Change
Net sales	$	1,419.4		$	1,604.1		$	(184.7)	(11.5)
Segment operating profit	$	191.0		$	119.7		$	71.3	59.6
Segment operating profit margin	13.5		%	7.5		%


Retail:	2020			2019			$ Change		% Change
Net sales	$	1,051.8		$	1,154.8		$	(103.0)	(8.9)
Segment operating profit	$	77.6		$	58.3		$	19.3	33.1
Segment operating profit margin	7.4		%	5.0		%


	2022		2021
Cash, cash equivalents, and restricted cash	$	319.1	$	388.9
Additional cash availability from:
Revolving credit facility	—		284.0
Short-term investments	24.6		34.3
Total cash and cash availability	$	343.7	$	707.2


	2020		2019
Cash and cash equivalents (excluding restricted cash)	$	324.5	$	277.3
Additional cash availability from:
Uncommitted lines of credit	41.1		36.7
Revolving credit facility	283.1		387.3
Short-term investments	37.2		10.0
Total cash and cash availability	$	685.9	$	711.3


Net cash flow provided (used) by		2020		2019		2018
Net cash flow provided (used) by:								Net cash flow provided (used) by:	2022		2021		2020
Operating activities	Operating activities	$	18.0	$	135.8	$	(104.1)	Operating activities	$	(387.9)	$	123.3	$	18.0
Investing activities	Investing activities	(82.6)		(6.8)		34.4		Investing activities	(23.8)		(49.2)		(82.6)
Financing activities	Financing activities	16.9		(215.5)		10.9		Financing activities	349.8		(3.6)		16.9

Effect of exchange rate changes on cash, cash equivalents and restricted cash	Effect of exchange rate changes on cash, cash equivalents and restricted cash	(3.2)		(1.1)		(18.7)		Effect of exchange rate changes on cash, cash equivalents and restricted cash	(8.2)		(5.7)		(3.2)
Net decrease in cash, cash equivalents and restricted cash	Net decrease in cash, cash equivalents and restricted cash	$	(50.9)	$	(87.6)	$	(77.5)	Net decrease in cash, cash equivalents and restricted cash	$	(70.1)	$	64.8	$	(50.9)


															Payment due by period
				Payment due by period
		Total		Less than 1 year		1-3 years		3-5 years		More than 5 years			Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Short-term uncommitted lines of credit (1)	Short-term uncommitted lines of credit (1)	$	0.2	$	0.2	$	—	$	—	$	—	Short-term uncommitted lines of credit (1)	$	0.9	$	0.9	$	—	$	—	$	—
Long-term debt		2,401.0		10.5		859.5		1,531.0		—
Interest on debt (2)		731.7		161.2		323.6		246.9		—
Debt (2)												Debt (2)	2,828.4		24.9		2,209.2		594.3		—
Interest on debt (3)												Interest on debt (3)	566.1		173.4		342.6		50.1		—
Minimum lease obligations	Minimum lease obligations	189.3		69.7		69.3		28.8		21.5		Minimum lease obligations	169.4		58.0		59.4		22.7		29.3
Purchase commitments	Purchase commitments	—		—		—		—		—		Purchase commitments	—		—		—		—		—
Total	Total	$	3,322.2	$	241.6	$	1,252.4	$	1,806.7	$	21.5	Total	$	3,564.8	$	257.2	$	2,611.2	$	667.1	$	29.3


	Summarized Statement of Operations
	Year ended
	December 31, 2022
Net sales	$	2,521.2
Cost of sales	1,857.8
Gross profit	663.4

Selling and administrative expense	690.0
Research, development and engineering expense	83.4
Impairment of assets	52.0
Loss (gain) on sale of assets, net	(4.6)
Operating profit	(157.4)

Interest income	1.6
Interest expense	(298.3)
Foreign exchange (loss) gain, net	36.5
Miscellaneous gain/(loss), net	(13.2)
Income from continuing operations before taxes	(430.8)

Net (loss) income	$	(494.7)


	Summarized Balance Sheets
	December 31, 2020		December 31, 2019
Total current assets	$	449.9	$	919.3
Total non-current assets	$	1,504.6	$	1,994.7

Total current liabilities	$	1,252.5	$	1,127.3
Total non-current liabilities	$	2,084.3	$	2,310.4


	Summarized Statements of Operations
	Year Ended
	December 31, 2020		December 31, 2019
Net sales	$	1,097.4	$	1,206.6
Cost of sales	784.3		963.0
Selling and administrative expense	446.4		355.3
Research, development and engineering expense	38.1		40.1
Impairment of assets	2.5		5.1
Loss (gain) on sale of assets, net	(0.5)		(6.1)
Interest income	1.1		2.1
Interest expense	(267.8)		(190.1)
Foreign exchange (loss) gain, net	(9.5)		0.9
Miscellaneous, net	156.9		94.0
Loss from continuing operations before taxes	$	(292.7)	$	(243.9)

Net (loss) income	$	(269.1)	$	(341.3)
Net (loss) income attributable to Diebold Nixdorf, Incorporated	$	(269.1)	$	(341.3)


	One-Percentage-Point Increase		One-Percentage-Point Decrease

Effect on other post-retirement benefit obligation	$	2.8	$	(2.2)


	2020				2019
Contract balance information	Trade Receivables		Contract liabilities		Trade Receivables		Contract liabilities
Balance at January 1	$	619.3	$	320.5	$	737.2	$	378.2
Balance at December 31	$	646.9	$	346.8	$	619.3	$	320.5


		Unrecognized Cost		Weighted-Average Period		Unrecognized Cost		Weighted-Average Period
				(years)				(years)
Stock options	Stock options	$	2.4	1.4	Stock options	$	—	0.1
RSUs	RSUs	8.2		1.3	RSUs	6.4		1.2
Performance shares	Performance shares	0.1		1.0	Performance shares	0.1		0.8

		$	10.7			$	6.5


	Number of Shares	Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term	Aggregate Intrinsic Value (1)
		(per share)		(in years)
Outstanding at January 1, 2020	2.4	$	14.89
Expired or forfeited	(0.1)	$	31.74

Granted	0.4	$	12.54
Outstanding at December 31, 2020	2.7	$	14.30	7	$	2.3
Options exercisable at December 31, 2020	1.4	$	19.66	6	$	4.8


		Number of Shares	Weighted-Average Grant-Date Fair Value			Number of Shares	Weighted-Average Grant-Date Fair Value
Non-vested at January 1, 2020		2.2	$	9.99
Non-vested at January 1, 2022					Non-vested at January 1, 2022	1.6	$	10.87
Forfeited	Forfeited	(0.1)	$	13.18	Forfeited	(0.5)	$	9.78
Vested	Vested	(1.1)	$	12.55	Vested	(1.2)	$	9.36
Granted	Granted	0.9	$	10.64	Granted	2.3	$	6.57
Non-vested at December 31, 2020		1.9	$	8.83
Non-vested at December 31, 2022					Non-vested at December 31, 2022	2.2	$	7.53


		Estimated Useful Life (years)	2020		2019			Estimated Useful Life (years)	2022		2021
Land and land improvements	Land and land improvements	(1)	$	13.1	$	15.3	Land and land improvements	(1)	$	10.0	$	10.6
Buildings and building improvements	Buildings and building improvements	15-30	90.9		115.8		Buildings and building improvements	15-30	68.3		69.1
Machinery, tools and equipment	Machinery, tools and equipment	5-12	95.4		99.3		Machinery, tools and equipment	5-12	81.8		85.2
Leasehold improvements (2)	Leasehold improvements (2)	10	22.3		25.5		Leasehold improvements (2)	10	17.1		24.2
Computer equipment	Computer equipment	3	138.0		148.7		Computer equipment	3	101.1		105.6
Computer software	Computer software	5-10	140.5		143.5		Computer software	5-10	127.8		129.0
Furniture and fixtures	Furniture and fixtures	5-8	61.2		67.6		Furniture and fixtures	5-8	54.6		59.7
Tooling	Tooling	3-5	144.7		137.7		Tooling	3-5	134.7		141.2
Construction in progress	Construction in progress		7.5		5.0		Construction in progress		4.6		7.8
Total property plant and equipment, at cost	Total property plant and equipment, at cost		$	713.6	$	758.4	Total property plant and equipment, at cost		$	600.1	$	632.4
Less accumulated depreciation and amortization	Less accumulated depreciation and amortization		536.1		526.9		Less accumulated depreciation and amortization		479.4		494.3
Total property plant and equipment, net	Total property plant and equipment, net		$	177.5	$	231.5	Total property plant and equipment, net		$	120.7	$	138.1


		Cost Basis		Unrealized Gain		Fair Value			Cost Basis		Unrealized Gain		Fair Value
As of December 31, 2020
As of December 31, 2022								As of December 31, 2022
Short-term investments	Short-term investments							Short-term investments
Certificates of deposit	Certificates of deposit	$	37.2	$	0	$	37.2	Certificates of deposit	$	24.6	$	—	$	24.6
Long-term investments	Long-term investments							Long-term investments
Assets held in a rabbi trust	Assets held in a rabbi trust	$	5.2	$	1.4	$	6.6	Assets held in a rabbi trust	$	4.3	$	0.1	$	4.4

As of December 31, 2019
As of December 31, 2021								As of December 31, 2021
Short-term investments	Short-term investments							Short-term investments
Certificates of deposit	Certificates of deposit	$	10.0	$	0	$	10.0	Certificates of deposit	$	34.3	$	—	$	34.3
Long-term investments:	Long-term investments:							Long-term investments:
Assets held in a rabbi trust	Assets held in a rabbi trust	$	5.5	$	0.7	$	6.2	Assets held in a rabbi trust	$	5.4	$	1.6	$	7.0


	2020		2019
Gross minimum lease receivable	$	44.0	$	41.8
Allowance for credit losses	(0.2)		(0.3)
Estimated unguaranteed residual values	0.2		0.2
	44.0		41.7
Less:
Unearned interest income	(1.5)		(2.8)
Unearned residuals	0		0
	(1.5)		(2.8)
Total	$	42.5	$	38.9


	Legacy Reporting Units				New Reporting Unit
	Eurasia Banking		Americas Banking		Banking		Retail		Total
Goodwill	$	590.4	$	444.7	$	—	$	236.2	$	1,271.3
Accumulated impairment losses	(291.7)		(122.0)		—		(57.2)		(470.9)
Balance at January 1, 2021	$	298.7	$	322.7	$	—	$	179.0	$	800.4
Divestitures	—		—		—		(3.3)		(3.3)

Currency translation adjustment	(29.0)		(4.6)		—		(19.9)		(53.5)
Goodwill	$	561.4	$	440.1	$	—	$	213.0	$	1,214.5
Impairment	—		—		—		—		—
Accumulated impairment losses	(291.7)		(122.0)		—		(57.2)		(470.9)
Balance at December 31, 2021	$	269.7	$	318.1	$	—	$	155.8	$	743.6
Currency translation adjustment	(6.3)		(1.0)		—		(4.4)		(11.7)
Goodwill	$	555.1	$	439.1	$	—	$	208.6	$	1,202.8
Currency translation adjustment	—		—		(18.6)		(11.0)		(29.6)
Goodwill reassignment	(555.1)		(439.1)		922.2		72.0		—
Goodwill	—		—		903.6		269.6		1,173.2
Accumulated impairment reassignment	291.7		122.0		(413.7)				—
Accumulated impairment losses	—		—		(413.7)		(57.2)		(470.9)
Balance at December 31, 2022	$	—	$	—	$	489.9	$	212.4	$	702.3


		Estimated amortization			Estimated amortization
2021		$	97.3
2022		96.4
2023	2023	86.9		2023	$	88.4
2024	2024	81.7		2024	84.2
2025	2025	64.0		2025	60.5
2026				2026	19.8
2027				2027	0.3
		$	426.3		$	253.2


	DN Now				DN2020 Plan
	Severance		Other		Severance
Eurasia Banking	$	78.9	$	2.0	$	51.5
Americas Banking	12.9		0.1		13.6
Retail	38.7		2.2		15.6
Corporate	54.3		1.6		15.1
Total	$	184.8	$	5.9	$	95.8


Balance at January 1, ~~2018~~	$	~~54.0~~
~~Liabilities incurred~~	~~65.0~~
~~Liabilities paid/settled~~	~~(62.1)~~
~~Balance at December 31, 2018~~	$	~~56.9~~
~~Liabilities incurred~~	~~50.2~~
~~Liabilities paid/settled~~	~~(64.5)~~
~~Balance at December 31, 2019~~2020	$	42.6
Liabilities incurred	81.6
Liabilities paid/settled	(61.3)
Balance at December 31, 2020	$	62.9
Liabilities incurred	15.4
Liabilities paid/settled	(43.0)
Balance at December 31, 2021	$	35.3
Liabilities incurred	62.5
Liabilities paid/settled	(53.6)
Balance at December 31, 2022	$	44.2


	Maturities of Debt(1)
2023	$	25.8
2024	84.8
2025	2,124.4
2026	594.3

	$	2,829.3


	Maturities of Long-Term Debt
2021	$	10.7
2022	10.7
2023	848.8
2024	400.7
2025	1,130.3
	$	2,401.2


		Translation		Foreign Currency Hedges		Interest Rate Hedges		Pension and Other Post-Retirement Benefits		Other		Accumulated Other Comprehensive Loss			Translation		Foreign Currency Hedges		Interest Rate Hedges		Pension and Other Post-Retirement Benefits		Other		Accumulated Other Comprehensive Loss
Balance at December 31, 2018		$	(192.1)	$	(1.9)	$	10.6	$	(121.0)	$	0.1	$	(304.3)
Balance at December 31, 2020														Balance at December 31, 2020	$	(256.7)	$	(2.6)	$	(6.1)	$	(146.9)	$	(0.6)	$	(412.9)

Other comprehensive income (loss) before reclassifications (1)	Other comprehensive income (loss) before reclassifications (1)	(39.4)		(0.7)		(8.8)		(29.4)		0.1		(78.2)		Other comprehensive income (loss) before reclassifications (1)	(54.2)		0.7		8.6		7.0		(0.9)		(38.8)
Amounts reclassified from AOCI	Amounts reclassified from AOCI	0		0		3.4		3.8		0		7.2		Amounts reclassified from AOCI	—		—		(2.1)		75.3		—		73.2
Net current period other comprehensive income (loss)	Net current period other comprehensive income (loss)	(39.4)		(0.7)		(5.4)		(25.6)		0.1		(71.0)		Net current period other comprehensive income (loss)	(54.2)		0.7		6.5		82.3		(0.9)		34.4
Balance at December 31, 2019		$	(231.5)	$	(2.6)	$	5.2	$	(146.6)	$	0.2	$	(375.3)
Balance at December 31, 2021														Balance at December 31, 2021	$	(310.9)	$	(1.9)	$	0.4	$	(64.6)	$	(1.5)	$	(378.5)

Other comprehensive income (loss) before reclassifications (1)	Other comprehensive income (loss) before reclassifications (1)	(25.2)		0		(16.3)		(7.7)		(0.8)		(50.0)		Other comprehensive income (loss) before reclassifications (1)	(41.2)		—		5.5		0.9		2.8		(32.0)
Amounts reclassified from AOCI	Amounts reclassified from AOCI	0		0		5.0		7.4		0		12.4		Amounts reclassified from AOCI	—		—		(0.6)		51.1		—		50.5
Net current period other comprehensive income (loss)	Net current period other comprehensive income (loss)	(25.2)		0		(11.3)		(0.3)		(0.8)		(37.6)		Net current period other comprehensive income (loss)	(41.2)		—		4.9		52.0		2.8		18.5
Balance at December 31, 2020		$	(256.7)	$	(2.6)	$	(6.1)	$	(146.9)	$	(0.6)	$	(412.9)
Balance at December 31, 2022														Balance at December 31, 2022	$	(352.1)	$	(1.9)	$	5.3	$	(12.6)	$	1.3	$	(360.0)


	2020		2019
	Amount Reclassified from AOCI		Amount Reclassified from AOCI		Affected Line Item in the Statement of Operations
Interest rate hedges (net of tax of $(1.8) and $(0.3), respectively)	$	5.0	$	3.4	Interest expense
Pension and post-retirement benefits:
Net prior service benefit amortization (net of tax of $0.2 and $0.0, respectively)	0.5		0		(1)
Net actuarial losses recognized during the year (net of tax of $1.5 and $0.6, respectively)	6.1		4.6		(1)
Net actuarial gains (losses) recognized due to settlement (net of tax of $0.3 and $(0.1), respectively)	0.8		(1.0)		(1)

Currency impact	0		0.2		(1)

	7.4		3.8

Total reclassifications for the period	$	12.4	$	7.2


		Retirement Benefits								Other Benefits					Retirement Benefits								Other Benefits
		U.S. Plans				Non-U.S. Plans									U.S. Plans				Non-U.S. Plans
		2020		2019		2020		2019		2020		2019			2022		2021		2022		2021		2022		2021
Change in benefit obligation	Change in benefit obligation													Change in benefit obligation
Benefit obligation at beginning of year	Benefit obligation at beginning of year	$	580.0	$	522.2	$	456.1	$	426.5	$	17.1	$	15.3	Benefit obligation at beginning of year	$	584.4	$	620.1	$	420.5	$	468.7	$	5.7	$	13.7
Service cost	Service cost	3.8		3.7		9.8		9.8		0.1		0.1		Service cost	—		—		8.9		9.8		—		0.1
Interest cost	Interest cost	18.9		22.1		4.0		6.5		0.8		1.0		Interest cost	17.3		15.9		4.1		2.9		0.2		0.7
Actuarial loss (gain)		47.7		62.5		14.6		32.7		(1.3)		1.8
Actuarial gain														Actuarial gain	(133.8)		(24.0)		(80.5)		(5.4)		(1.2)		(8.0)
Plan participant contributions	Plan participant contributions	0		0		1.4		1.3		0		0		Plan participant contributions	—		—		1.2		1.4		—		—
Benefits paid	Benefits paid	(30.3)		(30.5)		(21.7)		(17.5)		(0.7)		(0.8)		Benefits paid	(25.7)		(27.6)		(6.5)		(6.5)		(0.5)		(0.5)
Plan amendments	Plan amendments	0		0		2.1		0.4		0		0		Plan amendments	—		—		(2.4)		(2.9)		—		—

Curtailment		0		0		(1.1)		0		0		0

Settlements	Settlements	0		0		(0.7)		(5.8)		0		0		Settlements	(82.4)		—		(24.6)		(18.4)		—		—
Recognition/establishment of Germany benefit obligation		0		0		0		7.1		0		0

Foreign currency impact	Foreign currency impact	0		0		37.6		(3.4)		(2.3)		(0.3)		Foreign currency impact	—		—		(22.9)		(29.1)		0.1		(0.3)
Acquired benefit plans and other	Acquired benefit plans and other	0		0		(33.4)		(1.5)		0		0		Acquired benefit plans and other	—		—		(0.3)		—		—		—
Benefit obligation at end of year	Benefit obligation at end of year	620.1		580.0		468.7		456.1		13.7		17.1		Benefit obligation at end of year	359.8		584.4		297.5		420.5		4.3		5.7
Change in plan assets	Change in plan assets													Change in plan assets
Fair value of plan assets at beginning of year	Fair value of plan assets at beginning of year	427.8		346.0		359.6		340.9		0		0		Fair value of plan assets at beginning of year	511.3		486.4		394.4		394.1		—		—
Actual return on plan assets	Actual return on plan assets	70.2		74.1		15.0		37.3		0		0		Actual return on plan assets	(113.8)		48.9		(27.6)		41.6		—		—
Employer contributions	Employer contributions	18.7		38.1		8.4		6.9		0.7		0.8		Employer contributions	3.6		3.5		10.9		9.6		0.5		0.5
Plan participant contributions	Plan participant contributions	0		0		1.4		1.3		0		0		Plan participant contributions	—		—		1.2		1.4		—		—
Benefits paid	Benefits paid	(30.3)		(30.4)		(21.7)		(17.5)		(0.7)		(0.8)		Benefits paid	(25.7)		(27.5)		(6.5)		(6.5)		(0.5)		(0.5)
Foreign currency impact	Foreign currency impact	0		0		32.1		(3.3)		0		0		Foreign currency impact	—		—		(22.5)		(27.5)		—		—
Acquired benefit plans and other		0		0		0		(0.2)		0		0

Settlements	Settlements	0		0		(0.7)		(5.8)		0		0		Settlements	(82.4)		—		(24.6)		(18.3)		—		—
Fair value of plan assets at end of year	Fair value of plan assets at end of year	486.4		427.8		394.1		359.6		0		0		Fair value of plan assets at end of year	293.0		511.3		325.3		394.4		—		—
Funded status	Funded status	$	(133.7)	$	(152.2)	$	(74.6)	$	(96.5)	$	(13.7)	$	(17.1)	Funded status	$	(66.8)	$	(73.1)	$	27.8	$	(26.1)	$	(4.3)	$	(5.7)
Amounts recognized in balance sheets	Amounts recognized in balance sheets													Amounts recognized in balance sheets
Noncurrent assets	Noncurrent assets	$	2.7	$	1.4	$	0	$	0	$	0	$	0	Noncurrent assets	$	—	$	—	$	—	$	—	$	—	$	—
Current liabilities	Current liabilities	3.5		3.5		11.5		8.2		0.9		1.0		Current liabilities	3.5		3.5		3.1		3.3		0.5		0.6
Noncurrent liabilities (1)	Noncurrent liabilities (1)	132.9		150.1		63.1		88.3		12.9		16.1		Noncurrent liabilities (1)	63.3		69.6		(30.9)		22.7		3.8		5.1
Accumulated other comprehensive loss:	Accumulated other comprehensive loss:													Accumulated other comprehensive loss:
Unrecognized net actuarial (loss) gain (2)	Unrecognized net actuarial (loss) gain (2)	(154.4)		(159.2)		(4.9)		6.2		(3.8)		(7.4)		Unrecognized net actuarial (loss) gain (2)	(77.3)		(94.9)		45.4		13.8		5.6		4.8
Unrecognized prior service (cost) benefit (2)	Unrecognized prior service (cost) benefit (2)	0		0		1.1		0.3		0		0		Unrecognized prior service (cost) benefit (2)	—		—		5.9		3.9				—
Net amount recognized	Net amount recognized	$	(20.7)	$	(7.0)	$	70.8	$	103.0	$	10.0	$	9.7	Net amount recognized	$	(10.5)	$	(21.8)	$	23.5	$	43.7	$	9.9	$	10.5