The 2025 Senior Secured Notes are or will be, as applicable, guaranteed on a senior secured basis by (i) all of Diebold Nixdorf, Incorporated’s existing and future direct and indirect U.S. subsidiaries that guarantee the obligations under the credit agreement (the Credit Agreement) governing the Company's revolving credit facility (the Revolving Facility) and (ii) all of Diebold Nixdorf, Incorporated’s existing, future, direct and indirect U.S. subsidiaries (other than securitization subsidiaries, immaterial subsidiaries and certain other subsidiaries) that guarantee any of the Diebold Nixdorf Dutch Holding B.V.’s, Diebold Nixdorf, Incorporated’s or its subsidiary guarantors’ indebtedness for borrowed money (collectively, the U.S. subsidiary guarantors). Additionally, the 2025 Senior Secured Notes - USD and the 2025 Senior Secured Notes - EUR are guaranteed on a senior secured basis by Diebold Nixdorf Dutch Holdings B.V. and Diebold Nixdorf, Incorporated, respectively. The 2025 Senior Secured Notes are secured by first-priority liens on substantially all of the tangible and intangible assets of Diebold Nixdorf, Incorporated, Diebold Nixdorf Dutch Holding B.V. and the U.S. subsidiary guarantors, in each case subject to permitted liens and certain exceptions. The first-priority liens on the collateral securing the 2025 Senior Secured Notes - USD and the related guarantees and the 2025 Senior Secured Notes - EUR and the related guarantees are shared ratably among the 2025 Senior Secured Notes and the obligations under the Credit Agreement.

DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES

FORM 10-Q as of ~~June 30, 2022~~March 31, 2023

Notes to Condensed Consolidated Financial Statements (continued)

(unaudited)

(in millions, except share and per share amounts)

for exchange and issued $333.6 in aggregate principal amount of Units consisting of $333.6 in aggregate principal amount of 2L Notes and 15,813,847 New Warrants to purchase up to 15,813,847 Common Shares. After consummation of the 2024 Exchange Offer and Consent Solicitation, $72.1 of 2024 Senior Notes remained outstanding. The Company is required to raise equity capital prior to the maturity date of the 2024 Senior Notes in an amount necessary to repurchase, redeem, prepay or pay in full any outstanding 2024 Senior Notes in excess of $20.0 (such 2024 Senior Notes in excess of $20.0 the Excess Stub Notes).

Each New Warrant will initially represent the right to purchase one Common Share, at an exercise price of $0.01 per share. The New Warrants will, in the aggregate and upon exercise, be exercisable for up to 15,813,847 Common Shares (representing 19.99% of the Common Shares outstanding on the business day immediately preceding the Settlement Date), subject to adjustment. Unless earlier cancelled in accordance with their terms, New Warrants can be exercised at any time on and after April 1, 2024 and prior to December 30, 2027 (or, if such day is not a business day, the next succeeding day that is a business day). No cash will be payable by a warrantholder in respect of the exercise price for a New Warrant upon exercise.

If a Termination Event (as defined in the agreement governing the Units) occurs with respect to any Units prior to April 1, 2024, the New Warrants forming part of such Units will automatically terminate and become void without further legal effect and will be cancelled for no further consideration.

The 2L Notes are the Company’s senior secured obligations and are guaranteed by the Company’s material subsidiaries in the United States, Belgium, Canada, Germany, France, Italy, the Netherlands, Poland, Spain, Sweden and the United Kingdom (the Specified Jurisdictions), in each case, subject to agreed guaranty and security principles and certain exclusions. The obligations of the Company and the guarantors are secured (i) on a second-priority basis by certain Non-ABL Priority Collateral (as defined below) held by the Company and those guarantors that are organized in the United States, (ii) on a third-priority basis by certain other Non-ABL Priority Collateral held by the Company and the guarantors and (iii) on a fourth-priority basis by the ABL Priority Collateral (as defined below).

The 2L Notes will mature on October 15, 2026 and bear interest at a fixed rate of 8.50% per annum through July 15, 2025, after which interest will accrue at the rate of 8.50% (if paid in cash) or 12.50% (if paid in the form of PIK Interest (as defined in the Indenture governing the 2L Notes (the 2L Notes Indenture)), subject to the applicable interest period determination election made for each applicable interest period after such date.

Interest on the 2L Notes will be payable on January 15 and July 15 of each year, commencing on July 15, 2023. Interest will accrue from the Settlement Date.

The 2L Notes will be redeemable at the Company’s option, in whole or in part, at any time at 100% of their principal amount, together with accrued and unpaid interest, subject to certain restrictions.

Upon the occurrence of specific kinds of changes of control, the Company will be required to make an offer to repurchase some or all of the 2L Notes at 101% of their principal amount, plus accrued and unpaid interest to, but excluding, the repurchase date, subject to certain restrictions. Further, if the Company or its subsidiaries sell assets, under certain circumstances, the Company will be required to use the net proceeds from such sales to make an offer to purchase 2L Notes at an offer price in cash in an amount equal to 100% of the principal amount of the 2L Notes plus accrued and unpaid interest to, but excluding, the repurchase date, subject to certain restrictions.

The 2L Notes Indenture contains covenants that, among other things, restrict the ability of the Company and its subsidiaries to incur additional indebtedness and guarantee indebtedness, pay dividends, prepay, redeem or repurchase certain debt, incur liens and to merge, consolidate or sell assets.

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DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES

FORM 10-Q as of March 31, 2023

Notes to Condensed Consolidated Financial Statements (continued)

(unaudited)

(in millions, except share and per share amounts)

2025 Senior Secured Notes

On the Settlement Date, the Company also completed the private exchange offers and consent solicitations with respect to the outstanding 9.375% Senior Secured Notes due 2025 issued by the Company (the 2025 USD Senior Notes) and the outstanding 9.000% Senior Secured Notes due 2025 issued by Diebold Nixdorf Dutch Holding B.V. (the Dutch Issuer), a direct and wholly owned subsidiary of the Company (the 2025 EUR Senior Notes, and together with the 2025 USD Senior Notes, the 2025 Senior Notes), which included (i) private offers to certain eligible holders to exchange (a) any and all 2025 USD Senior Notes for new senior secured notes (the New 2025 USD Senior Notes) having the same terms as the 2025 USD Senior Notes, other than the issue date, the first interest payment date, the first date from which interest will accrue and other than with respect to CUSIP and ISIN numbers, and (b) any and all 2025 EUR Senior Notes for new senior secured notes (the New 2025 EUR Senior Notes and, together with the New 2025 USD Senior Notes, the New 2025 Notes) having the same terms as the 2025 EUR Senior Notes, other than the issue date, the first interest payment date, the first date from which interest will accrue and other than with respect to ISIN numbers and common codes, and (ii) related consent solicitations to enter into supplemental indentures with respect to (a) the indenture governing the 2025 USD Senior Notes, dated as of July 20, 2020 (the 2025 USD Senior Notes Indenture), and (b) the indenture governing the 2025 EUR Senior Notes, dated as of July 20, 2020 (the 2025 EUR Senior Notes Indenture and, together with the 2025 USD Senior Notes Indenture, the 2025 Senior Notes Indentures), in order to amend certain provisions of the 2025 Senior Notes Indentures to, among other things, permit the December 2022 Refinancing Transactions (defined below) set forth in the Transaction Support Agreement, dated as of October 20, 2022 (as amended, the Transaction Support Agreement), among the Company, certain of its subsidiaries and certain creditors (collectively, the 2025 Exchange Offers and Consent Solicitations and, together with the 2024 Exchange Offer and Consent Solicitation, the Exchange Offers and Consent Solicitations).

The 2025 Exchange Offers and Consent Solicitations were completed on the terms and subject to the conditions set forth in the Offering Memorandum and Consent Solicitation Statement, dated as of November 28, 2022 (as amended, the 2025 Offering Memorandum), and the related eligibility letter. Pursuant to the 2025 Exchange Offers and Consent Solicitations, the Company accepted $697.3 in aggregate principal amount of the 2025 USD Senior Notes (representing 99.61% of the aggregate principal amount of the outstanding 2025 USD Senior Notes) tendered for exchange and issued $718.1 in aggregate principal amount of the New 2025 USD Senior Notes. The Dutch Issuer accepted €345.6 in aggregate principal amount of the 2025 EUR Senior Notes (representing 98.75% of the aggregate principal amount of the outstanding 2025 EUR Senior Notes) tendered for exchange and issued €356.0 aggregate principal amount of the New 2025 EUR Senior Notes. In addition, eligible holders received payment in cash for accrued and unpaid interest on the 2025 Senior Notes that were accepted for exchange.

The New 2025 USD Senior Notes are the Company’s senior secured obligations. The New 2025 USD Senior Notes and the 2025 USD Senior Notes that remain outstanding are guaranteed by the Company’s material subsidiaries in the Specified Jurisdictions, in each case, subject to agreed guaranty and security principles and certain exclusions. The obligations of the Company and the guarantors are secured (i) on a first-priority basis, ranking pari passu with the Superpriority Facility (as defined below), the 2025 EUR Senior Notes, the New 2025 EUR Senior Notes and the Existing Term Loans (as defined below) (excluding released liens), by certain Non-ABL Priority Collateral held by the Company and those guarantors that are organized in the United States, (ii) on a second-priority basis by certain other Non-ABL Priority Collateral held by the Company and the guarantors and (iii) on a third-priority basis by the ABL Priority Collateral.

The New 2025 USD Senior Notes will mature on July 15, 2025 and bear interest at a rate of 9.375% per year from the Settlement Date.

Interest on the New 2025 USD Senior Notes will be payable on January 15 and July 15 of each year, commencing on January 15, 2023.

The New 2025 USD Senior Notes will be redeemable at the Company’s option, in whole or in part, upon not less than 15 nor more than 60 days’ notice mailed or otherwise sent to each holder, at 104.688% of their principal amount prior to July 15, 2023, 102.344% prior to July 15, 2024 and 100% thereafter, together with accrued and unpaid interest, if any, to, but excluding, the date of redemption, subject to certain restrictions.

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DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES

FORM 10-Q as of March 31, 2023

Notes to Condensed Consolidated Financial Statements (continued)

(unaudited)

(in millions, except share and per share amounts)

Upon the occurrence of specific kinds of changes of control, the Company will be required to make an offer to repurchase some or all of the New 2025 USD Senior Notes at 101% of their principal amount, plus accrued and unpaid interest to, but excluding, the repurchase date, subject to certain restrictions. Further, if the Company or its subsidiaries sell assets, under certain circumstances, the Company will be required to use the net proceeds from such sales to make an offer to purchase the New 2025 USD Senior Notes at an offer price in cash in an amount equal to 100% of the principal amount of the New 2025 USD Senior Notes plus accrued and unpaid interest to, but excluding, the repurchase date, subject to certain restrictions.

The New 2025 EUR Senior Notes are the Dutch Issuer’s senior secured obligations. The New 2025 EUR Senior Notes and the 2025 EUR Senior Notes that remain outstanding are guaranteed by the Company and the Company’s material subsidiaries (other than the Dutch Issuer) in the Specified Jurisdictions, in each case, subject to agreed guaranty and security principles and certain exclusions. The obligations of the Dutch Issuer and the guarantors are secured (i) on a first-priority basis, ranking pari passu with the Superpriority Facility, the 2025 USD Senior Notes, the New 2025 USD Senior Notes and the Existing Term Loans (excluding released liens), by certain Non-ABL Priority Collateral held by the Company and those guarantors that are organized in the United States, (ii) on a second-priority basis by certain other Non-ABL Priority Collateral held by the Company and the guarantors and (iii) on a third-priority basis by the ABL Priority Collateral.

The New 2025 EUR Senior Notes will mature on July 15, 2025 and bear interest at a rate of 9.000% per year from the Settlement Date.

Interest on the New 2025 EUR Senior Notes will be payable on January 15 and July 15 of each year, commencing on January 15, 2023.

The New 2025 EUR Senior Notes will be redeemable at the Dutch Issuer’s option, in whole or in part, upon not less than 15 nor more than 60 days’ notice mailed or otherwise sent to each holder, at 104.500% of their principal amount prior to July 15, 2023, 102.250% prior to July 15, 2024 and 100% thereafter, together with accrued and unpaid interest, if any, to, but excluding, the date of redemption, subject to certain restrictions.

Upon the occurrence of specific kinds of changes of control, the Dutch Issuer will be required to make an offer to repurchase some or all of the New 2025 EUR Senior Notes at 101% of their principal amount, plus accrued and unpaid interest to, but excluding, the repurchase date, subject to certain restrictions. Further, if the Dutch Issuer or its subsidiaries sell assets, under certain circumstances, the Dutch Issuer will be required to use the net proceeds from such sales to make an offer to purchase the New 2025 EUR Senior Notes at an offer price in cash in an amount equal to 100% of the principal amount of the New 2025 EUR Senior Notes plus accrued and unpaid interest to, but excluding, the repurchase date, subject to certain restrictions.

The Twelfth Amendment to the Existing Credit Agreement

On the Settlement Date, the Company entered into a twelfth amendment (the Twelfth Amendment) to the Credit Agreement, dated as of November 23, 2015 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the Existing Credit Agreement).

The Twelfth Amendment, among other things, (i) permits the Exchange Offers and Consent Solicitations, the Term Loan Exchange (as defined below), the Superpriority Facility, the ABL Facility and certain other related transactions (together, the December 2022 Refinancing Transactions), (ii) removes substantially all negative covenants and mandatory prepayment provisions from the Existing Credit Agreement and (iii) directs the collateral agent under the Existing Credit Agreement to release the liens on certain current-asset collateral securing the ABL Facility on a first-priority basis (the ABL Priority Collateral) and certain other collateral securing the Company’s obligations under the Existing Credit Agreement and the Company’s existing subsidiary guarantors’ obligations under the related guarantees (in each case, to the extent permitted, including under applicable law).

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DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES

FORM 10-Q as of March 31, 2023

Notes to Condensed Consolidated Financial Statements (continued)

(unaudited)

(in millions, except share and per share amounts)

Superpriority Facility

On the Settlement Date, the Company and Diebold Nixdorf Holding Germany GmbH (the Superpriority Borrower) entered into a Credit Agreement (the Superpriority Credit Agreement), providing for a superpriority secured term loan facility of $400 (the Superpriority Facility). On the Settlement Date, the Superpriority Borrower borrowed the full $400 of term loans available (the Superpriority Term Loans).

The proceeds of the borrowing under the Superpriority Facility were or will be used, respectively, (i) on the Settlement Date, to repay the New Term Loans (as defined below) in an amount equal to 15% of the principal amount of Existing Term Loans (as defined below) that participated in the Term Loan Exchange (the Initial New Term Loan Paydown), (ii) on December 31, 2023, to repay the New Term Loans in an amount equal to 5% of the principal amount (at the time of the Term Loan Exchange) of Existing Term Loans that participated in the Term Loan Exchange, subject to satisfaction of certain liquidity conditions, (iii) solely in the event that the repayment in (ii) is not made as a result of such liquidity conditions not being satisfied, on December 31, 2024, to repay the New Term Loans in an amount equal to 5% of the principal amount (at the time of the Term Loan Exchange) of Existing Term Loans that participated in the Term Loan Exchange, subject to satisfaction of the same liquidity condition measured on a pro forma basis on December 31, 2024 and (iv) for general corporate purposes (excluding making payments on any other funded indebtedness).

The Superpriority Term Loans will mature on July 15, 2025. The Superpriority Term Loans bear interest equal to (i) in the case of Term Benchmark Loans (as defined in the Superpriority Credit Agreement), the Adjusted Term SOFR Rate (as defined in the Superpriority Credit Agreement and subject to a 4.0% floor) plus a 0.10% credit spread adjustment plus an applicable margin of 6.40% and (ii) in the case of Floating Rate Loans (as defined in the Superpriority Credit Agreement), the Alternate Base Rate (as defined in the Superpriority Credit Agreement and subject to a 5.0% floor) plus an applicable margin of 5.40%. Interest accrued on the Superpriority Loans is payable (i) in the case of Term Benchmark Loans, on the last day of the applicable Interest Period (as defined in the Superpriority Credit Agreement) (provided that, if the Interest Period is longer than three months, interest is also payable on the last day of each three-month interval during such Interest Period), on any date on which the Term Benchmark Loans are repaid, and at maturity, and (ii) in the case of Floating Rate Loans, on the last business day of each March, June, September and December occurring after the Settlement Date, beginning with March 31, 2023, and at maturity.

Pursuant to the Transaction Support Agreement, the Superpriority Borrower paid a fee to the lenders under the Superpriority Facility in an amount equal to 6.40% per annum of such lenders’ commitments (the Ticking Fee), which began accruing on December 20, 2022 until the Settlement Date. The total amount of the Ticking Fee paid to all lenders was $0.6, and was paid in the form of additional Superpriority Term Loans on the Settlement Date.

The obligations of the Superpriority Borrower under the Superpriority Facility are guaranteed, subject to certain exclusions and agreed guaranty and security principles, by the Company and the Company’s material subsidiaries in the Specified Jurisdictions and secured (i) on a first-priority basis by substantially all assets (subject to agreed guaranty and security principles and certain exclusions) other than the ABL Priority Collateral (the Non-ABL Priority Collateral) held by the Superpriority Borrower and those guarantors that are organized outside the United States and certain Non-ABL Priority Collateral held by the Company and those guarantors that are organized in the United States, (ii) on a first-priority basis, ranking pari passu with the New Term Loans, the 2025 Senior Notes, the New 2025 Notes and the Existing Term Loans (excluding released liens), by certain Non-ABL Priority Collateral held by the Company and those guarantors that are organized in the United States and (iii) on a second-priority basis by the ABL Priority Collateral.

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DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES

FORM 10-Q as of March 31, 2023

Notes to Condensed Consolidated Financial Statements (continued)

(unaudited)

(in millions, except share and per share amounts)

The ~~net proceeds from~~Superpriority Borrower may prepay the ~~offerings~~Superpriority Term Loans at any time; provided that voluntary prepayments and certain mandatory prepayments made (i) prior to December 29, 2024 must be accompanied by a customary make-whole premium and (ii) on or after December 29, 2024 must be accompanied by a premium of 5.00% of the ~~2025 Senior Secured Notes, along with cash on hand, were used to repay a portion~~aggregate principal amount of the ~~amounts outstanding~~Superpriority Term Loans being prepaid. The Superpriority Credit Agreement additionally provides that the Superpriority Borrower is required to prepay the Superpriority Term Loans in certain circumstances, including (i) in connection with asset sales, where mandatory prepayments must be made with the proceeds of such asset sales and accompanied by a premium of 1.00% of the aggregate principal amount of the loans being prepaid, and (ii) in connection with change of control and certain other transformative transactions, where prepayments must be accompanied by a premium of 5.00% of the aggregate principal amount of the loans being prepaid. Amounts borrowed and repaid under the ~~Credit Agreement, including all amounts outstanding under the Term Loan A~~Superpriority Facility ~~and Term Loan A-1 Facility and $193.8 of revolving credit loans, including all of the revolving credit loans due in December 2020, and for the payment of all related fees and expenses.~~may not be reborrowed.

The Superpriority Credit Agreement contains affirmative and negative covenants customary for facilities of its type, including, but not limited to, delivery of financial information, limitations on mergers, consolidations and fundamental changes, limitations on sales of assets, limitations on investments and acquisitions, limitations on liens, limitations on transactions with affiliates, limitations on indebtedness, limitations on negative pledge clauses, limitations on restrictions on subsidiary distributions, limitations on restricted payments and limitations on certain payments of indebtedness. The Superpriority Credit Agreement contains restrictions on making repayments of certain junior indebtedness prior to their maturity, subject to certain specified repayment conditions.

The Superpriority Credit Agreement provides for certain customary events of default, including, but not limited to, nonpayment of principal, interest, fees or other amounts, breach of covenants, cross default and cross acceleration to material indebtedness, voluntary and involuntary bankruptcy or insolvency proceedings, unpaid material judgments and change of control.

Term Loans

On December 16, 2022, the Company ~~also has~~made an ~~outstanding $400.0~~offer to (i) each of the lenders (collectively, the Existing Dollar Term Lenders) holding certain dollar term loans (the Existing Dollar Term Loans) under the Existing Credit Agreement providing for the opportunity to exchange all (but not less than all) of the principal amount of its Existing Dollar Term Loans for the same principal amount of Dollar Term Loans (the New Dollar Term Loans) as defined in and made pursuant to the New Term Loan Credit Agreement (as defined below), plus the Transaction Premium (as defined in the Twelfth Amendment), and (ii) each of the lenders (collectively, the Existing Euro Term Lenders and together with the Existing Dollar Term Lenders, the Existing Term Lenders) holding certain euro term loans (the Existing Euro Term Loans and together with the Existing Dollar Term Loans, the Existing Term Loans; the loan facility for the Existing Term Loans, the Existing Term Loan Facility) providing for the opportunity to exchange all (but not less than all) of the principal amount of its Existing Euro Term Loans for either (a) the same principal amount of Euro Term Loans (the New Euro Term Loans and together with the New Dollar Term Loans, the New Term Loans; the loan facility for the New Term Loans, the New Term Loan Facility) as defined in and made pursuant to the New Term Loan Credit Agreement or (b) the same principal amount of New Dollar Term Loans (with the exchange rate used for such conversion of the existing principal amount denominated in euros to the equivalent new principal amount denominated in dollars determined by reference to the WMR 4pm London Mid Spot Rate published by Refinitiv at 4:00 p.m. (London Time) on the date that was two business days prior to the Settlement Date), in each case, plus the Transaction Premium (collectively, clauses (i) and (ii), the Term Loan Exchange Offer and the exchange pursuant to the Term Loan Exchange Offer, the Term Loan Exchange).

On the Settlement Date, the Company completed the Term Loan Exchange whereby approximately 96.6% of the aggregate principal amount of ~~8.5%~~Existing Dollar Term Loans and approximately 98.6% of the aggregate principal amount of Existing Euro Term Loans, were exchanged into $626.0 (including a transaction premium of $18.2) in aggregate principal amount of New Dollar Term Loans, and €106.0 (including a transaction premium of € 3.1) in aggregate principal amount of New Euro Term Loans.

Substantially concurrently with the completion of the Term Loan Exchange Offer, the Company prepaid $91.2 in aggregate principal amount of New Dollar Term Loans and €15.4 in aggregate principal amount of New Euro Term Loans, pursuant to the Initial New Term Loan Paydown and consistent with the Transaction Support Agreement. On December 31, 2023, the Company will prepay $30.4 in aggregate principal amount of the New Dollar Term Loans and €5.1 in aggregate principal amount of the New Euro Term Loans, subject to satisfaction of certain liquidity conditions.

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DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES

FORM 10-Q as of March 31, 2023

Notes to Condensed Consolidated Financial Statements (continued)

(unaudited)

(in millions, except share and per share amounts)

As a result of the Term Loan Exchange, the Company’s obligations in respect of the Existing Term Loans of each lender who participated in the Term Loan Exchange were discharged and deemed satisfied in full, and each such lender’s commitments with respect to the Existing Term Loans were canceled.

The terms of the New Term Loans are governed by a Credit Agreement (the New Term Loan Credit Agreement), dated as of the Settlement Date, among the Company the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and GLAS America LLC, as collateral agent, which provides that the New Term Loans will mature on July 15, 2025.

The New Term Loans bear interest at a rate equal to (i) in the case of Term Benchmark Loans (as defined in the New Term Loan Credit Agreement), (a) for New Dollar Term Loans, the Adjusted Term SOFR Rate (as defined in the New Term Loan Credit Agreement and subject to a 1.50% floor) plus a 0.10% credit spread adjustment plus an applicable margin of 5.25% and (b) for New Euro Term Loans, the Adjusted EURIBOR Rate (as defined in the New Term Loan Credit Agreement and subject to a 0.50% floor) plus an applicable margin of 5.50% and (ii) in the case of Floating Rate Loans (as defined in the New Term Loan Credit Agreement), the Alternate Base Rate (as defined in the New Term Loan Credit Agreement and subject to a 2.50% floor) plus an applicable margin of 4.25%. Interest accrued on the New Term Loans is payable (i) in the case of Term Benchmark Loans, on the last day of the applicable Interest Period (as defined in the New Term Loan Credit Agreement) (provided that, if the Interest Period is longer than three months, interest is also payable on the last day of each three month interval during such Interest Period), on any date on which the Term Benchmark Loans are repaid and at maturity, (ii) in the case of Floating Rate Loans, on the last business day of each March, June, September and December occurring after the Settlement Date, beginning with March 31, 2023, and at maturity.

The obligations of the Company under the New Term Loan Credit Agreement are guaranteed, subject to certain exclusions and agreed guaranty and security principles, by the Company’s material subsidiaries in the Specified Jurisdictions and secured (i) on a first-priority basis, ranking pari passu with the Superpriority Facility, the 2025 Senior Notes, ~~due 2024~~the New 2025 Notes and the Existing Term Loans (excluding released liens), by certain Non-ABL Priority Collateral held by the Company and those guarantors that are organized in the United States, (ii) on a second-priority basis by certain other Non-ABL Priority Collateral held by the guarantors that are organized outside the United States and (iii) on a third-priority basis by the ABL Priority Collateral.

The New Term Loan Credit Agreement contains affirmative and negative covenants customary for facilities of its type, including, but not limited to, delivery of financial information, limitations on mergers, consolidations and fundamental changes, limitations on sales of assets, limitations on investments and acquisitions, limitations on liens, limitations on transactions with affiliates, limitations on indebtedness, limitations on negative pledge clauses, limitations on restrictions on subsidiary distributions, limitations on restricted payments and limitations on certain payments of indebtedness.

The New Term Loan Credit Agreement provides that the Company may prepay the New Term Loans at any time without premium or penalty, subject to restrictions contained in the documentation governing the Company’s other indebtedness. The New Term Loan Credit Agreement additionally provides that the Company will be required to prepay the New Term Loans in certain circumstances (without premium), including with the proceeds of asset sales and in connection with change of control transactions. Once repaid, the New Term Loans may not be reborrowed.

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DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES

FORM 10-Q as of March 31, 2023

Notes to Condensed Consolidated Financial Statements (continued)

(unaudited)

(in millions, except share and per share amounts)

ABL Revolving Credit and Guaranty Agreements

On the Settlement Date, the Company and subsidiary borrowers (together with the Company, the ABL Borrowers) entered into a Revolving Credit and Guaranty Agreement (the ~~2024 Senior Notes)~~ABL Credit Agreement). The ABL Credit Agreement provides for an asset-based revolving credit facility (the ABL Facility) consisting of three Tranches (respectively, Tranche A, Tranche B and Tranche C) with a total commitment of up to $250, including a Tranche A commitment of up to $155, a Tranche B commitment of up to $25 and a Tranche C commitment of up to $70. Letters of credit are limited to the lesser of (i) $50 and (ii) the aggregate unused amount of the applicable lenders’ Tranche A commitments then in effect. Swing line loans are limited to the lesser (i) $50 and (ii) in respect of an applicable borrower, such borrower’s Tranche A available credit then in effect. Subject to currencies available under the applicable Tranche, loans under the ABL Facility may be denominated, depending on the Tranche being drawn, in U.S. Dollars, Canadian Dollars, Euros and Pounds Sterling. The ABL Facility replaced the commitments of the Company’s existing revolving credit lenders under the Existing Credit Agreement, which were repaid in full and terminated on the Settlement Date.

On the Settlement Date, certain ABL Borrowers borrowed a total of $182 under the ABL Facility, consisting of $122 of Tranche A loans and $60 of Tranche C loans. The proceeds of borrowing under the ABL Facility were or will be used, as applicable, (i) to finance the December 2022 Refinancing Transactions, including the repayment of revolving loans outstanding under the Existing Credit Agreement on the Settlement Date, (ii) to finance the ongoing working capital requirements of the ABL Borrowers and their respective subsidiaries and (iii) for other general corporate purposes.

The ABL Facility will mature on July 20, 2026, subject to a springing maturity to a date that is 91 days prior to the maturity date of any indebtedness for borrowed money (other than any Existing Term Loans or 2024 Senior Notes that were ~~issued by Diebold Nixdorf, Incorporated and are guaranteed~~not exchanged in connection with the December 2022 Refinancing Transactions) in an aggregate principal amount of more than $25 incurred by the ~~U.S. subsidiary,~~Company or any of its subsidiaries. Loans under the ABL Facility bear interest determined by reference to a benchmark rate plus a margin of between 1.50% and ~~mature~~3.00%, in ~~April 2024.~~each case, depending on the amount of excess availability, the currency of the loans and the type of loans under the ABL Facility. A commitment fee equal to 0.50% per annum of the average daily unused portion is also payable quarterly by the ABL Borrowers under the ABL Facility.

The ABL Borrowers may borrow only up to the lesser of the level of the then-current borrowing base and the committed maximum borrowing capacity of $250.0, subject to certain sub-caps that are applicable under the ABL Facility. The obligations of the ABL Borrowers under the ABL Facility are guaranteed, subject to certain exclusions and agreed guaranty and security principles, by the Company’s material subsidiaries in the Specified Jurisdictions and secured (i) on a first-priority basis by the ABL Priority Collateral, and (ii) on a junior-most priority basis by the Non-ABL Priority Collateral.

The ABL Borrowers may voluntarily repay outstanding loans under the ABL Facility at any time, without prepayment premium, subject to certain customary “breakage” costs. Amounts borrowed and repaid under the ABL Facility may be reborrowed.

The ABL Credit Agreement ~~- Term Loan~~contains affirmative and ~~Revolving Facilities~~negative covenants customary for facilities of its type, including, but not limited to, delivery of financial information, limitations on mergers, consolidations and ~~Related Going Concern Evaluation~~fundamental changes, limitations on sales of assets, limitations on investments and acquisitions, limitations on liens, limitations on transactions with affiliates, limitations on indebtedness, limitations on negative pledge clauses, limitations on restrictions on subsidiary distributions, limitations on restricted payments and limitations on certain payments of indebtedness. The ABL Facility also requires the maintenance of a minimum Fixed Charge Coverage Ratio (as defined in the ABL Credit Agreement) of 1.00 to 1.00 for the four-fiscal-quarter period immediately preceding such date when excess availability is less than the greater of $25.0 and 10% of the Line Cap (as defined in the ABL Credit Agreement) then in effect.

The ABL Credit Agreement contains customary events of default, including, but not limited to, nonpayment of principal, interest, fees or other amounts, breach of covenants, cross default and cross acceleration to material indebtedness, voluntary and involuntary bankruptcy or insolvency proceedings, unpaid material judgments and change of control.

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DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES

FORM 10-Q as of March 31, 2023

Notes to Condensed Consolidated Financial Statements (continued)

(unaudited)

(in millions, except share and per share amounts)

FILO Amendment

On March ~~11,~~21, 2023 the Company and certain of its subsidiaries entered into an amendment and limited waiver (the FILO Amendment) to the ABL Credit Agreement. The FILO Amendment provides for an additional tranche (the FILO Tranche) of commitments under the ABL Credit Agreement consisting of a senior secured “last out” term loan facility (the FILO Facility). The initial commitments under the FILO Facility were $55.0 and were borrowed in full and terminated on the Closing Date. Proceeds of the loans made under the FILO Facility will be used to finance the ongoing working capital requirements of the Company and its subsidiaries and for other general corporate purposes.

The FILO Facility will mature on June 4, 2023. Loans under the FILO Facility bear interest determined by reference to, at the Company’s option, either (x) adjusted term SOFR plus a margin of 8.00% or (y) an alternative base rate plus a margin of 7.00%. The Company paid an upfront fee of $3.9 to the lenders providing the FILO Facility, which fee was capitalized and added to the outstanding balance under the FILO Facility. The obligations of the Company under the FILO Facility benefit from the same guarantees and security as the existing obligations under the ABL Credit Agreement.

Pursuant to the FILO Amendment, among other things, for a 75-day period ending on June 4, 2023 (the Waiver Period), the Company will be permitted to maintain outstanding borrowings and letters of credit in excess of its then-current borrowing base in an amount not to exceed $233.8 (inclusive of amounts outstanding under the FILO Facility but before giving effect to any payment in kind of interest or fees added thereto). During the Waiver Period, the Company will not be permitted to borrow any additional amounts under the ABL Credit Agreement and must maintain an actual borrowing base of at least $140.0. In addition, during the Waiver Period, the Company will not be required to comply with certain reporting provisions required by the ABL Credit Agreement.

At the closing of the December 2022 Refinancing Transactions, the Company drew down the ABL Facility and utilized the proceeds for working capital, including payments to suppliers and vendors. As of March 31, 2023, therefore, the Company had no additional availability under the ABL Facility and $263.0 of cash, cash equivalents, restricted cash and short-term investments. Initially, the Company believed that the December 2022 Refinancing Transactions, along with cash from operations, would be sufficient to meet the Company’s near-term and long-term liquidity needs for at least the next 12 months. Over the course of the first quarter of 2023, based on the Company's revenue cycle and composition of the borrowing base under the ABL Facility, the availability under the ABL Facility as of March 2023 has been substantially limited. In addition, slower-than-expected conversion of inventory into revenue has further suppressed liquidity. Accordingly, on March 21, 2023, the Company entered into the ~~eleventh~~FILO Amendment, which established the FILO Facility. Commitments under the FILO Facility were $55.0 and ~~most recent amendment~~were borrowed in full and terminated on March 21, 2023. The liquidity provided by the FILO Facility is only expected to sustain the Company through part of the second quarter of 2023.

Restructuring Support Agreement

The Restructuring Support Agreement sets forth the agreed-upon terms among the Company and the Consenting Creditors for the effectuation of a deleveraging transaction through, among other things, (i) a pre-packaged chapter 11 plan of reorganization to be filed by the Company and certain of its subsidiaries (collectively, the Debtors) in connection with the anticipated commencement by the Debtors of voluntary cases under chapter 11 (the Chapter 11 Cases) of title 11 of the United States Code (the U.S. Bankruptcy Code) in the U.S. Bankruptcy Court for the Southern District of Texas (the U.S. Bankruptcy Court), (ii) a scheme of arrangement to be filed by the Dutch Issuer and relating to certain of the Company's subsidiaries (the Dutch Scheme Companies) in connection with the commencement by the Dutch Issuer of voluntary proceedings (the Dutch Scheme Proceedings) under the Dutch Act on Confirmation of Extrajudicial Plans (Wet homologatie onderhands akkoord) (the Dutch Restructuring Law) in the District Court of Amsterdam (the Dutch Court) and (iii) recognition of such Dutch scheme pursuant to proceedings to be commenced under chapter 15 of the U.S. Bankruptcy Code by the Dutch Issuer.

Under the Restructuring Support Agreement, the Consenting Creditors have agreed, subject to certain terms and conditions, to support transactions (the Restructuring Transactions) that would result in a financial restructuring of the existing funded debt and existing equity interests of the Company Parties pursuant to plans to be filed in the Chapter 11 Cases (the Chapter 11 Plan) and the Dutch Scheme Proceedings (the WHOA Plan).

The Chapter 11 Plan and the WHOA Plan (together, the Plans) will be based on the restructuring term sheet attached to and incorporated into the Restructuring Support Agreement. Below is a summary of the treatment that the stakeholders of the

Table of Contents

DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES

FORM 10-Q as of March 31, 2023

Notes to Condensed Consolidated Financial Statements (continued)

(unaudited)

(in millions, except share and per share amounts)

Company would receive under the Chapter 11 Plan (capitalized terms not defined have the meanings assigned to them in the Restructuring Support Agreement):

•Holders of Other Secured Claims. Each holder of allowed Other Secured Claims would receive, at the Company's option (with the reasonable consent of a requisite number of Consenting Creditors (the Required Consenting Creditors): (a) payment in full in cash; (b) the collateral securing its secured claim; (c) reinstatement of its secured claim; or (d) such other treatment rendering its secured claim unimpaired in accordance with section 1124 of the U.S. Bankruptcy Code.

•Holders of Other Priority Claims. Each holder of allowed Other Priority Claims would receive, at the Company's option (with the reasonable consent of the Required Consenting Creditors): (a) payment in full in cash; or (b) such other treatment rendering its other priority claim unimpaired in accordance with section 1124 of the U.S. Bankruptcy Code.

•Holders of ABL Facility Claims. On or before the effective date of the Plans (the Effective Date) or earlier if ordered by the U.S. Bankruptcy Court (including in the orders approving the DIP Facility (as defined below)), allowed ABL Facility Claims would be paid in full and any letters of credit will be cash collateralized.

•Holders of Superpriority Term Loan Claims. On or before the Effective Date, or earlier if ordered by the U.S. Bankruptcy Court (including in the orders approving the DIP Facility), allowed Superpriority Term Loan Claims would be paid in full.

•Holders of First Lien Claims. On or as soon as practicable after the Effective Date, each holder of allowed First Lien Claims would receive its pro rata share of 98% of the reorganized Company's new common equity interests (the New Common Stock) available for distribution to certain creditors under the Plans, which will be subject to dilution on account of (a) the issuance of the Additional New Common Stock as described below and (b) a new management incentive plan to be implemented in connection with the Chapter 11 Cases pursuant to which 6% of the number of shares of New Common Stock to be issued pursuant to the ~~credit~~Chapter 11 Plan on a fully diluted basis (the MIP Shares) will be reserved for issuance to management as determined by the restructured Company’s new board of directors.

•Holders of Second Lien Notes Claims. On or as soon as practicable after the Effective Date, each holder of allowed Second Lien Notes Claims would receive its pro rata share of 2% of the New Common Stock available for distribution to creditors under the Plans, which will be subject to dilution on account of (a) the issuance of the Additional New Common Stock related to the Backstop Premiums as described below and (b) the MIP Shares.

•Holders of 2024 Stub Unsecured Notes Claims. On or as soon as practicable after the Effective Date, each holder of an allowed claim under or with respect to the 2024 Senior Notes (the 2024 Stub Unsecured Notes Claims) would receive its pro rata share of an amount of cash that would provide such holder with the same percentage recovery on its allowed 2024 Stub Unsecured Notes Claim that a holder of an allowed Second Lien Notes Claim would receive in respect of its allowed Second Lien Notes Claim (as diluted on account of the Additional New Common Stock, as applicable) under the Chapter 11 Plan based on the midpoint of the equity value of the New Common Stock as set forth in the disclosure statement filed in the Chapter 11 Cases.

•Holders of General Unsecured Claims. On the Effective Date, each allowed General Unsecured Claim would be reinstated and paid in the ordinary course of business in accordance with the terms and conditions of the particular transaction or agreement giving rise to such allowed general unsecured claim, or otherwise provided such treatment to render it unimpaired.

•Holders of Section 510(b) Claims. On the Effective Date, claims that could be asserted under section 510(b) of the U.S. Bankruptcy Code would be extinguished, cancelled and discharged, and holders thereof would receive no distributions from the Debtors in respect of their claims.

•DNI Equity Holders. Each holder of an equity interest in the Diebold Nixdorf, Incorporated would have such interest extinguished, cancelled and discharged without any distribution.

Table of Contents

DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES

FORM 10-Q as of March 31, 2023

Notes to Condensed Consolidated Financial Statements (continued)

(unaudited)

(in millions, except share and per share amounts)

In addition, intercompany equity interests and claims may be reinstated, distributed, contributed, set off, settled, canceled and released, or otherwise addressed at the option of the Debtors (with the consent of the Required Consenting Creditors such consent not to be unreasonably delayed, withheld or conditioned). As a general matter, the distributions of consideration as summarized above and set forth in more detail in the Plans take into account claim holders’ rights to payment, in respect of their claims against all the Company Parties taken as a whole.

The WHOA Plan addresses only claims held by holders of First Lien Claims, 2023 Stub First Lien Claims, Second Lien Notes Claims and 2024 Stub Unsecured Notes Claims against the Dutch Scheme Companies. The WHOA Plan would include treatment in respect of holders of such claims consistent with the treatment set forth above except that the 2023 Stub First Lien Term Loan Claims, which hold only unsecured claims against the Dutch Scheme Companies, would be classified in a separate class in the WHOA Plan and would receive no additional consideration under the WHOA Plan beyond what they would receive in the Chapter 11 Plan.

The WHOA Plan would not propose any compromise or impairment of any trade vendor or customer of the Dutch Scheme Companies or any claims between or among Company Parties.

The Restructuring Support Agreement also includes a term sheet (the ~~Credit Agreement) governing its revolving~~DIP Term Sheet) that provides that the Debtors will seek approval of a $1.25 billion debtor-in-possession term loan credit facility (the ~~Revolving~~DIP Facility) to be provided by certain of the Company's existing first lien lenders on the terms set forth in the DIP Term Sheet and such other terms that are acceptable to the Debtors and a requisite number of lenders under the DIP Facility. The proceeds of the DIP Facility will be used to: (i) repay in full the term loan ~~facilities (the Term Loan Facilities)~~obligations, including a make-whole premium, under the Superpriority Credit Agreement; (ii) repay in full the ABL Facility and cash collateralize letters of credit thereunder; (iii) pay costs and reasonable and documented out-of-pocket fees and expenses related to ~~amend~~ the ~~financial covenants with respect to its "Total Net Leverage Ratio" (as defined in~~court-supervised restructuring proceedings; (iv) make certain “adequate protection payments”; and (v) fund the ~~Credit Agreement). As a result,~~working capital needs and expenditures of the Company ~~incurred approximately $1.1 of amendment fees that are classified within Other~~Parties and their non-debtor affiliates during the pendency of the Financing section of the Consolidated Statement of Cash Flows. The fees will be amortized to interest expense over the remaining life of the Agreement. Prior to the eleventh amendment, the Company terminated its 2022 revolving commitments that were scheduled to mature in April 2022.court supervised restructuring proceedings.

As consideration for of ~~June 30, 2022,~~their commitment with respect to the ~~Term Loan Facilities~~DIP Facility, certain lenders who have agreed to backstop the DIP Facility (the DIP Backstop Lenders) will receive (i) a commitment backstop premium equal to 13.5% of the New Common Stock, (ii) an upfront premium equal to 6.5% of the New Common Stock and ~~Revolving Facility~~(iii) an additional premium equal to equal to 7.0% of the New Common Stock (collectively, the Backstop Premiums). Additionally, holders of First Lien Claims that wish to become a lender under the ~~Credit~~DIP Facility and that execute a joinder to the Restructuring Support Agreement ~~were secured~~prior to 11:59 p.m., New York City time, on June 2, 2023 will be eligible to participate in the DIP Facility and receive a participation premium of their pro rata portion of 10% of the New Common Stock. The New Common Stock issuable as premiums described in this paragraph is referred to herein as Additional New Common Stock.

Pursuant to the Restructuring Support Agreement, the Company Parties must implement the Restructuring Transactions in accordance with the following milestones (unless extended or waived by ~~substantially all assets of Diebold Nixdorf, Incorporated and its domestic subsidiaries that are borrowers or guarantors under~~ the ~~Credit Agreement, subject to certain exceptions and permitted liens.~~Required Consenting Creditors):

~~Pursuant to~~•no later than 11:59 pm Eastern Time on May 31, 2023, the ~~requirements of ASC Topic 205-40,~~ ~~Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, management~~Company Parties must evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year from the date the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q are issued or available to be issued. This evaluation does not take into consideration the potential mitigating effect of management’s plans that have ~~not been fully implemented or are not within control~~commenced solicitation of the ~~Company as of~~Chapter 11 Plan and the ~~date the condensed consolidated financial statements are issued or available to be issued.~~WHOA Plan;

~~The Revolving Facility is due~~ •no later than June 1, 2023, the Debtors must have filed their chapter 11 petitions under the U.S. Bankruptcy Code and commenced the Chapter 11 Cases (such date of commencement, the Petition Date);

•on ~~July 20,~~the Petition Date, the Company Parties must have filed the Chapter 11 Plan and the related disclosure statement with the U.S. Bankruptcy Court;

•no later than two days after the Petition Date, the U.S. Bankruptcy Court must have entered an interim order approving the DIP Facility;

•no later than five days after the Petition Date, the Company Parties must have commenced the Dutch Scheme Proceedings with the Dutch Court;

•no later than 45 days after the Petition Date, the U.S. Bankruptcy Court must have entered a final order approving the DIP Facility;

Table of Contents

DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES

FORM 10-Q as of March 31, 2023 ~~less~~

Notes to Condensed Consolidated Financial Statements (continued)

(unaudited)

(in millions, except share and per share amounts)

•no later than ~~one year from~~45 days after the ~~filing of this Quarterly Report on Form 10-Q. Refinancing~~Petition Date, the ~~components of our debt arrangements that~~U.S. Bankruptcy Court must have ~~near-term maturities, inclusive~~entered an order confirming the Chapter 11 Plan;

•no later than 75 days after the Petition Date, the Dutch Court must have entered an order sanctioning the WHOA Plan (the Dutch Sanction Order); and

•no later than 80 days after the Petition Date, the Effective Date must have occurred.

In accordance with the Restructuring Support Agreement, the Consenting Creditors have agreed, among other things, to (i) support the Restructuring Transactions as contemplated by, and within the timeframes outlined in, the Restructuring Support Agreement and the definitive documents governing the Restructuring Transactions; (ii) not object to, delay, impede, or take any action to interfere with acceptance, implementation, or consummation of the ~~Revolving Facility~~Restructuring Transactions; (iii) vote to accept the Plans; and ~~Term Loan B Facility, is~~(iv) not transfer claims against a ~~top priority. The~~ Company ~~has engaged advisors~~Party held by each Consenting Creditor except with respect to ~~assist in our refinancing efforts,~~limited and customary exceptions, including requiring any transferee to either already be bound or become bound by the terms of the Restructuring Support Agreement.

In accordance with ~~an expectation that we reach resolution as soon as practical. While~~the Restructuring Support Agreement, the Company ~~is optimistic regarding our ability~~Parties agreed, among other things, to: (a) support and take all steps reasonably necessary and desirable to ~~refinance,~~(i) consummate the Restructuring Transactions in accordance with the Restructuring Support Agreement, (ii) obtain the interim and final orders approving the DIP Facility, (iii) obtain the order confirming the Chapter 11 Plan and the Dutch Sanction Order and an order recognizing the Dutch Sanction Order in the chapter 15 proceedings, and (iv) prosecute and defend any appeals relating to the order confirming the Chapter 11 Plan and the Dutch Sanction Order; (b) comply with the milestones described above, (c) use commercially reasonable efforts to obtain any and all required governmental and/or regulatory approvals for the Restructuring Transactions; (d) negotiate in good faith and, where applicable, execute and deliver certain required documents and agreements to effectuate and consummate the Restructuring Transactions as contemplated by the Restructuring Support Agreement; (e) actively oppose and object to the efforts of any person seeking to object to, delay, impede, or take any other action to interfere with the acceptance, implementation, or consummation of the Restructuring Transactions; (f) use commercially reasonable efforts to seek additional support for the Restructuring Transactions from other material stakeholders to the extent reasonably prudent; (g) operate their business in the ordinary course; (h) timely file a formal objection to any motion filed with the U.S. Bankruptcy Court by a third party seeking the entry of an order (i) modifying or terminating the U.S. Debtors’ exclusive right to file and/or solicit acceptances of a plan of reorganization, as applicable, (ii) directing the appointment of a trustee or examiner (with expanded powers beyond those set forth in sections 1106(a)(3) and (4) of the U.S. Bankruptcy Code), (iii) converting any of the Chapter 11 Cases to cases under chapter 7 of the U.S. Bankruptcy Code, or (iv) dismissing any of the Chapter 11 Cases; and (i) at the request of the Required Consenting Creditors, appoint a chief restructuring officer, who shall be selected by the Required Consenting Creditors and be be reasonably acceptable to the Chief Executive Officer of the Company.

The Consenting Creditors may terminate the Restructuring Support Agreement (and thereby their obligations to support the Plans) under certain circumstances, including the Company's failure to meet the milestones described above (unless extended or waived).

A Company Party may terminate the Restructuring Support Agreement under certain circumstances, including the U.S. Bankruptcy Court's failure to confirm the Chapter 11 Plan or dismissal of the Chapter 11 Cases or the Dutch Court's failure to sanction the WHOA Plan. The Restructuring Support Agreement will be automatically terminated in certain circumstances, including if the Company's board of directors determines, after consulting with counsel, that proceeding with any of the restructuring transactions contemplated by the Restructuring Support Agreement would be inconsistent with its fiduciary duties or applicable law.

Although the Company intends to pursue the Restructuring Transactions in accordance with the terms set forth in the Restructuring Support Agreement, there can be no assurance that ~~such financing would~~the Company will be ~~available to us~~successful in completing a restructuring or any other similar transaction on the terms ~~acceptable to us,~~set forth in the Restructuring Support Agreement, on different terms or at all. ~~Our ability to refinance~~The Restructuring Support Agreement is subject to ~~several factors, including market~~various terms and ~~economic~~ conditions the amount of capital required, our performance and investor sentiment with respect to us, our business, and our industry. As a result of these uncertainties and in connection with the Revolving Facility being due within twelve monthsset forth therein. Moreover, consummation of the ~~condensed consolidated financial statement issuance for~~Plans will be subject to numerous conditions, including approval from the ~~period ended June 30, 2022,~~U.S. Bankruptcy Court and ~~notwithstanding management’s refinancing plans and efforts to date, substantial doubt exists regarding our ability to continue~~the Dutch Court, as a going concern. Further, the Company expects the substantial doubt would be alleviated following completion of the refinancing we are pursuing. The condensed consolidated financial statements do not include any adjustments to the carrying amounts and classification of assets, liabilities, and reported expenses that may be necessary if the Company were unable to continue as a going concern.applicable.

Table of Contents

DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES

FORM 10-Q as of March 31, 2023

Notes to Condensed Consolidated Financial Statements (continued)

(unaudited)

(in millions, except share and per share amounts)

Uncommitted Line of Credit

As of ~~June 30, 2022,~~March 31, 2023, the Company had various international short-term uncommitted lines of credit with borrowing limits aggregating to ~~$37.9.~~$25.1. The weighted-average interest rate on outstanding borrowings on the short-term uncommitted lines of credit as of ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021~~2022 was ~~5.00~~18.44 percent and ~~3.24~~11.02 percent, respectively, and primarily relate to higher interest rate, short-term uncommitted lines of credit in Columbia and Brazil. Short-term uncommitted lines mature in less than one year. The remaining amount available under the short-term uncommitted lines at ~~June 30, 2022~~March 31, 2023 was ~~$36.5.~~$21.2.

~~Table of Contents~~

~~DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES~~

~~FORM 10-Q as of June 30, 2022~~

~~Notes to Condensed Consolidated Financial Statements (continued)~~

~~(unaudited)~~

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

The cash flows related to debt borrowings and repayments were as follows:

Six months ended
June 30
2022 2021
Revolving credit facility borrowings $ 407.0 $ 135.0
Revolving credit facility repayments $ (215.0) $ (114.1)
Other debt borrowings
International short-term uncommitted lines of credit borrowings $ 1.9 $ 7.4
Other debt repayments
Payments on Term Loan B Facility - USD under the Credit Agreement $ (3.0) $ (2.4)
Payments on Term Loan B Facility - Euro under the Credit Agreement (2.8) (2.5)
International short-term uncommitted lines of credit and other repayments (2.1) (0.3)
$ (7.9) $ (5.2)

The interest rates with respect to the Revolving Facility are based on, at the Company’s option, adjusted LIBOR or an alternative base rate, plus an applicable margin tied to the Company’s then applicable total net leverage ratio. Such applicable margins range from, LIBOR-based Revolving Loans, 1.25 percent to 4.25 percent, and for base-rate Revolving Loans, 1.00 percent less than in the case of LIBOR-based loans.


	Three months ended
	March 31,
	2023		2022
Revolving credit facility borrowings	$	102.7	$	188.0

Revolving credit facility repayments	$	(80.0)	$	(113.0)

Other debt borrowings
International short-term uncommitted lines of credit borrowings	$	2.3	$	0.3


Other debt repayments
Payments on Term Loan B Facility - USD under the Credit Agreement	$	(1.3)	$	(1.8)
Payments on Term Loan B Facility - Euro under the Credit Agreement	(0.3)		(1.7)
International short-term uncommitted lines of credit and other repayments	(0.5)		(1.2)
	$	(2.1)	$	(4.7)

Below is a summary of financing and replacement facilities information:

Financing and Replacement Facilities Interest Rate
Index and Margin Maturity/Termination Dates Initial Term (Years)
Credit Agreement facilities
2023 Revolving Facility(ii, iv)
LIBOR + 4.50% July 2023 3.0
Term Loan B Facility - USD(i)
LIBOR + 2.75% November 2023 7.5
Term Loan B Facility - Euro(iii)
EURIBOR + 3.00% November 2023 7.5
2024 Senior Notes 8.5% April 2024 8
2025 Senior Secured Notes - USD 9.375% July 2025 5
2025 Senior Secured Notes - EUR 9.0% July 2025 5

Financing and Replacement Facilities

Interest Rate
Index and Margin

Maturity/Termination Dates

Initial Term (Years)

Term Loan B Facility - USD(i)

LIBOR + 2.75%

November 2023

7.5

Term Loan B Facility - Euro(ii)

EURIBOR + 3.00%

November 2023

7.5

2024 Senior Notes

8.50%

April 2024

2025 Senior Secured Notes – USD

9.38%

July 2025

2025 Senior Secured Notes – EUR

9.00%

July 2025

ABL(iii)

SOFR + 2.50-3.00%

July 2026

3.5

New Term B USD(iv)

SOFR + 5.35%

July 2025

2.5

New Term B EUR(v)

EURIBOR + 5.60%

July 2025

2.5

2L Notes

8.50% / 12.50% PIK

October 2026

3.8

New USD Senior Secured Notes

9.38%

July 2025

2.5

New EUR Senior Secured Notes

9.00%

July 2025

2.5

Superpriority Term Loans(vi)

SOFR + 6.50%

July 2025

2.5

FILO Facility (iii)

SOFR + 8.00%

June 2023

0.3

(i)LIBOR with a floor of ~~0.0%~~0.0 percent

(ii)~~LIBOR with a floor of 0.5%~~

~~(iii)~~EURIBOR with a floor of ~~0.0%~~0.0 percent

(iii)SOFR with a floor of 0.0 percent

(iv)~~The 2023 Revolving Facility margin remains at the LIBOR + 4.25% for~~SOFR with a ~~single creditor.~~floor of 1.5 percent

(v)

~~The Company's debt agreements contain various financial covenants, including net debt to adjusted EBITDA and net interest coverage ratio, along~~EURIBOR with ~~certain negative covenants that, among other things, limit dividends, acquisitions and the use~~a floor of ~~proceeds from divestitures. The Credit Agreement financial ratios are as follows:~~

0.5 percent

•(vi)SOFR with a ~~maximum allowable total net debt to adjusted EBITDA leverage ratio~~floor of 6.75 to 1.00 for the quarter ended June 30, 2022 (decreasing to 6.50 for the quarter ended September 30, 2022, 5.50 for the quarter ended December 31, 2022, and 5.25 for the quarter ended March 31, 2023); and4.0 percent

•~~a minimum adjusted EBITDA to net interest expense coverage ratio of not less than 1.63 to 1.00 (increasing to 1.75 on September 30, 2022 and thereafter).~~

~~As of June 30, 2022, the Company was in compliance with the financial covenants in its debt agreements.~~

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DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES

FORM 10-Q as of ~~June 30, 2022~~March 31, 2023

Notes to Condensed Consolidated Financial Statements (continued)

(unaudited)

(in millions, except share and per share amounts)

Note 10: ~~Redeemable Noncontrolling Interests~~

~~Changes in redeemable noncontrolling interests were as follows:~~

2022 2021
Beginning balance as of January 1 $ — $ 19.2
Redemption value adjustment — —
Termination of put option — (19.2)
Ending balance as of June 30 $ — $ —

During the first quarter of 2021, the Company entered into an agreement whereby its ownership percentage in a certain consolidated but non-wholly owned subsidiary in Europe was reduced by means of capital contributions from noncontrolling shareholders totaling $12.7. Following the agreement, the Company maintains a controlling interest in the subsidiary. As part of this agreement, the put option that could have required the Company to acquire the noncontrolling shares was irrevocably waived, reducing the redeemable noncontrolling interest to zero.

~~Table of Contents~~

~~DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES~~

~~FORM 10-Q as of June 30, 2022~~

~~Notes to Condensed Consolidated Financial Statements (continued)~~

~~(unaudited)~~

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

~~Note 11:~~ Equity

The following tables present changes in shareholders' equity attributable to Diebold Nixdorf, Incorporated and the noncontrolling interests:

Accumulated Other Comprehensive Income (Loss) Total Diebold Nixdorf, Incorporated Shareholders' Equity
Common Shares Additional
Capital Accumulated Deficit Treasury
Shares Non-controlling
Interests Total
Equity
Balance, December 31, 2021 $ 118.3 $ 819.6 $ (822.4) $ (582.1) $ (378.5) $ (845.1) $ 8.1 $ (837.0)
Net loss — — (183.1) — — (183.1) (0.8) (183.9)
Other comprehensive loss — — — — 13.1 13.1 0.8 13.9
Share-based compensation issued 1.2 (1.2) — — — — — —
Share-based compensation expense — 1.7 — — — 1.7 — 1.7
Treasury shares — — — (3.3) — (3.3) — (3.3)
Balance, March 31, 2022 $ 119.5 $ 820.1 $ (1,005.5) $ (585.4) $ (365.4) $ (1,016.7) $ 8.1 $ (1,008.6)
Net loss — — (199.2) — — (199.2) 0.1 (199.1)
Other comprehensive loss — — — — (46.8) (46.8) 2.3 (44.5)
Share-based compensation issued 0.1 (0.3) — — — (0.2) — (0.2)
Share-based compensation expense — 5.2 — — — 5.2 — 5.2
Treasury shares — — — — — — — —
Balance, June 30, 2022 $ 119.6 $ 825.0 $ (1,204.7) $ (585.4) $ (412.2) (1,257.7) $ 10.5 $ (1,247.2)

Accumulated Other Comprehensive Income (Loss) Total Diebold Nixdorf, Incorporated Shareholders' Equity
Common Shares Additional
Capital Accumulated Deficit Treasury
Shares Non-controlling
Interests Total
Equity
Balance, December 31, 2020 $ 116.9 $ 787.9 $ (742.3) $ (576.7) $ (412.9) $ (827.1) $ (4.6) $ (831.7)
Net income (loss) — — (8.1) — — (8.1) — (8.1)
Other comprehensive loss — — — — (30.9) (30.9) 0.5 (30.4)
Share-based compensation issued 1.1 (1.1) — — — — — —
Share-based compensation expense — 3.5 — — — 3.5 — 3.5
Treasury shares — — — (5.2) — (5.2) — (5.2)
Reclassifications of redeemable noncontrolling interest — 19.2 — — — 19.2 12.7 31.9
Balance, March 31, 2021 $ 118.0 $ 809.5 $ (750.4) $ (581.9) $ (443.8) $ (848.6) $ 8.6 $ (840.0)
Net income (loss) — — (30.3) — — (30.3) — (30.3)
Other comprehensive loss — — — — 23.3 23.3 0.1 23.4
Share-based compensation issued 0.2 (0.2) — — — — — —
Share-based compensation expense — 4.5 — — — 4.5 — 4.5
Treasury shares — — — (0.2) — (0.2) — (0.2)
Balance, June 30, 2021 $ 118.2 $ 813.8 $ (780.7) $ (582.1) $ (420.5) (851.3) $ 8.7 $ (842.6)


									Accumulated Other Comprehensive Loss				Total Diebold Nixdorf, Incorporated Shareholders' Equity
	Common Shares		Additional Capital		Accumulated Deficit		Treasury Shares				Equity Warrants				Non-controlling Interests		Total Equity
Balance, December 31, 2022	$	119.8	$	831.5	$	(1,406.7)	$	(585.6)	$	(360.0)	$	20.1	$	(1,380.9)	$	9.8	$	(1,371.1)
Net loss	—		—		(111.1)		—		—		—		(111.1)		(0.4)		(111.5)
Other comprehensive loss	—		—		—		—		6.3		—		6.3		2.2		8.5
Share-based compensation issued	1.0		(1.0)		—		—		—		—		—		—		—
Share-based compensation expense	—		1.3		—		—		—		—		1.3		—		1.3
Treasury shares	—		—		—		(0.8)		—		—		(0.8)		—		(0.8)



Balance, March 31, 2023	$	120.8	$	831.8	$	(1,517.8)	$	(586.4)	$	(353.7)	$	20.1	$	(1,485.2)	$	11.6	$	(1,473.6)


									Accumulated Other Comprehensive Loss				Total Diebold Nixdorf, Incorporated Shareholders' Equity
	Common Shares		Additional Capital		Accumulated Deficit		Treasury Shares				Equity Warrants				Non-controlling Interests		Total Equity
Balance, December 31, 2021	$	118.3	$	819.6	$	(822.4)	$	(582.1)	$	(378.5)	$	—	$	(845.1)	$	8.1	$	(837.0)
Net loss	—		—		(183.1)		—		—		—		(183.1)		(0.8)		(183.9)
Other comprehensive loss	—		—		—		—		13.1		—		13.1		0.8		13.9
Share-based compensation issued	1.2		(1.2)		—		—		—		—		—		—		—
Share-based compensation expense	—		1.7		—		—		—		—		1.7		—		1.7
Treasury shares	—		—		—		(3.3)		—		—		(3.3)		—		(3.3)



Balance, March 31, 2022	$	119.5	$	820.1	$	(1,005.5)	$	(585.4)	$	(365.4)	$	—	$	(1,016.7)	$	8.1	$	(1,008.6)

Table of Contents

DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES

FORM 10-Q as of ~~June 30, 2022~~March 31, 2023

Notes to Condensed Consolidated Financial Statements (continued)

(unaudited)

(in millions, except share and per share amounts)

Note ~~12:~~11: Accumulated Other Comprehensive Income (Loss)

The following table summarizes the changes in the Company’s AOCI, net of tax, by component for the three months ended ~~June 30, 2022:~~March 31, 2023:

Translation Foreign Currency Hedges Interest Rate Hedges Pension and Other Post-retirement Benefits Other Accumulated Other Comprehensive Income (Loss)
Balance at March 31, 2022 ` $ (300.5) $ (2.9) $ 2.7 $ (63.9) $ (0.8) $ (365.4)
Other comprehensive income (loss) before reclassifications (1)
(49.6) 0.9 1.8 — — (46.9)
Amounts reclassified from AOCI — — — 0.1 — 0.1
Net current-period other comprehensive income (loss) (49.6) 0.9 1.8 0.1 — (46.8)
Balance at June 30, 2022 $ (350.1) $ (2.0) $ 4.5 $ (63.8) $ (0.8) $ (412.2)


	Translation		Foreign Currency Hedges		Interest Rate Hedges		Pension and Other Post-retirement Benefits		Other		Accumulated Other Comprehensive Income (Loss)
Balance at January 1, 2023	$	(352.1)	$	(1.9)	$	5.3	$	(12.6)	$	1.3	$	(360.0)
Other comprehensive loss before reclassifications (1)	4.7		—		0.3		—		—		5.0
Amounts reclassified from AOCI	—		—		—		1.3		—		1.3
Net current-period other comprehensive loss	4.7		—		0.3		1.3		—		6.3
Balance at March 31, 2023	$	(347.4)	$	(1.9)	$	5.6	$	(11.3)	$	1.3	$	(353.7)

(1) Other comprehensive income (loss) before reclassifications within the translation component excludes ~~$(2.3)~~$(2.2) of translation attributable to noncontrolling interests.

The following table summarizes the changes in the Company’s AOCI, net of tax, by component for the three months ended ~~June 30, 2021:~~March 31, 2022:

Translation Foreign Currency Hedges Interest Rate Hedges Pension and Other Post-retirement Benefits Other Accumulated Other Comprehensive Income (Loss)
Balance at March 31, 2021 $ (292.5) $ (1.0) $ (4.5) $ (144.3) $ (1.5) $ (443.8)
Other comprehensive income (loss) before reclassifications (1)
21.7 (1.3) 2.0 — — 22.4
Amounts reclassified from AOCI — — (0.3) 1.2 — 0.9
Net current-period other comprehensive income (loss) 21.7 (1.3) 1.7 1.2 — 23.3
Balance at June 30, 2021 $ (270.8) $ (2.3) $ (2.8) $ (143.1) $ (1.5) $ (420.5)


	Translation		Foreign Currency Hedges		Interest Rate Hedges		Pension and Other Post-retirement Benefits		Other		Accumulated Other Comprehensive Income (Loss)
Balance at January 1, 2022	$	(310.9)	$	(1.9)	$	0.4	$	(64.6)	$	(1.5)	$	(378.5)
Other comprehensive loss before reclassifications (1)	10.4		(1.0)		2.9		—		0.7		13.0
Amounts reclassified from AOCI	—		—		(0.6)		0.7		—		0.1
Net current-period other comprehensive loss	10.4		(1.0)		2.3		0.7		0.7		13.1
Balance at March 31, 2022	$	(300.5)	$	(2.9)	$	2.7	$	(63.9)	$	(0.8)	$	(365.4)

(1) Other comprehensive income (loss) before reclassifications within the translation component excludes ~~$(0.1)~~$(0.8) of translation attributable to noncontrolling interests.:

~~The following table summarizes the changes in the Company’s AOCI, net of tax, by component for the six months ended June 30, 2022:~~

Translation Foreign Currency Hedges Interest Rate Hedges Pension and Other Post-retirement Benefits Other Accumulated Other Comprehensive Income (Loss)
Balance at January 1, 2022 $ (310.9) $ (1.9) $ 0.4 $ (64.6) $ (1.5) $ (378.5)
Other comprehensive income (loss) before reclassifications (1)
(39.2) (0.1) 4.7 — 0.7 (33.9)
Amounts reclassified from AOCI — — (0.6) 0.8 — 0.2
Net current-period other comprehensive income (loss) (39.2) (0.1) 4.1 0.8 0.7 (33.7)
Balance at June 30, 2022 $ (350.1) $ (2.0) $ 4.5 $ (63.8) $ (0.8) $ (412.2)

(1) Other comprehensive income (loss) before reclassifications within the translation component excludes ~~$(3.1)~~$(0.8) of translation attributable to noncontrolling interests.

~~Table of Contents~~

~~DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES~~

~~FORM 10-Q as of June 30, 2022~~

~~Notes to Condensed Consolidated Financial Statements (continued)~~

~~(unaudited)~~

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

~~The following table summarizes the changes in the Company’s AOCI, net of tax, by component for the six months ended June 30, 2021:~~

Translation Foreign Currency Hedges Interest Rate Hedges Pension and Other Post-retirement Benefits Other Accumulated Other Comprehensive Income (Loss)
Balance at January 1, 2021 $ (256.7) $ (2.6) $ (6.1) $ (146.9) $ (0.6) $ (412.9)
Other comprehensive income (loss) before reclassifications (1)
(14.1) 0.3 4.1 — (0.9) (10.6)
Amounts reclassified from AOCI — — (0.8) 3.8 — 3.0
Net current-period other comprehensive income (loss) (14.1) 0.3 3.3 3.8 (0.9) (7.6)
Balance at June 30, 2021 $ (270.8) $ (2.3) $ (2.8) $ (143.1) $ (1.5) $ (420.5)

~~(1)~~ ~~Other comprehensive income (loss) before reclassifications within the translation component excludes $(0.6) of translation attributable to noncontrolling interests.~~

The following table summarizes the details about the amounts reclassified from AOCI:


		Three months ended				Six months ended				Affected Line Item on the Statement of Operations		Three months ended				Affected Line Item on the Statement of Operations
		June 30				June 30						March 31,
		2022		2021		2022		2021				2023		2022
Interest rate hedge gain/(loss)		$	—	$	(0.3)	$	(0.6)	$	(0.8)	Interest expense
Interest rate hedge loss											Interest rate hedge loss	$	—	$	(0.6)		Interest expense
Pension and post-retirement benefits:	Pension and post-retirement benefits:										Pension and post-retirement benefits:
Net actuarial loss amortized (net of tax of $(0.7), $0.4, $(0.4), and $0.9 respectively)		0.1		1.2		0.8		3.8		Miscellaneous, net
Net actuarial gain amortized (net of tax of $0.5 and $0.3, respectively)											Net actuarial gain amortized (net of tax of $0.5 and $0.3, respectively)	1.3		0.7			Miscellaneous, net

Total reclassifications for the period	Total reclassifications for the period	$	0.1	$	0.9	$	0.2	$	3.0		Total reclassifications for the period	$	1.3	$	0.1

Note ~~13:~~12: Benefit Plans

Qualified Retirement Benefits. The Company has a qualified retirement plan covering certain U.S. employees that has been closed to new participants since 2003 and frozen since December 2013.

Table of Contents

DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES

FORM 10-Q as of March 31, 2023

Notes to Condensed Consolidated Financial Statements (continued)

(unaudited)

(in millions, except share and per share amounts)

The Company has a number of non-U.S. defined benefit plans covering eligible employees located predominately in Europe, the most significant of which are German plans. Benefits for these plans are based primarily on each employee's final salary, with ~~annual~~periodic adjustments for inflation. The obligations in Germany consist of employer funded pension plans and deferred compensation plans. The employer funded pension plans are based upon direct performance-related commitments in terms of defined contribution plans. Each beneficiary receives, depending on individual pay-scale grouping, contractual classification, or income level, different yearly contributions. The contribution is multiplied by an age factor appropriate to the respective pension plan and credited to the individual retirement account of the employee. The retirement accounts may be used up at retirement by either a one-time lump-sum payout or payments of up to ten years.

The Company has other defined benefit plans outside the U.S., which have not been mentioned here due to materiality.

Supplemental Executive Retirement Benefits. The Company has non-qualified pension plans in the U.S. to provide supplemental retirement benefits to certain officers, which have also been frozen since December 2013. Benefits are payable at retirement based upon a percentage of the participant’s compensation, as defined.

Other Benefits. In addition to providing retirement benefits, the Company provides post-retirement healthcare and life insurance benefits (referred to as other benefits) for certain retired employees. Retired eligible employees in the U.S. may be entitled to these benefits based upon years of service with the Company, age at retirement and collective bargaining agreements. There are no plan assets and the Company funds the benefits as the claims are paid. The post-retirement benefit obligation was

~~Table of Contents~~

~~DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES~~

~~FORM 10-Q as of June 30, 2022~~

~~Notes to Condensed Consolidated Financial Statements (continued)~~

~~(unaudited)~~

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

determined by application of the terms of medical and life insurance plans together with relevant actuarial assumptions and healthcare cost trend rates.

The following tables set forth the ~~change in benefit obligation, change in plan assets, funded status, consolidated balance sheet presentation and~~ net periodic benefit cost for the Company’s defined benefit pension plans and other benefits ~~at and~~ for the three ~~and six~~ months ended ~~June 30,~~March 31, 2023 and March 31, 2022, ~~and June 30, 2021,~~ respectively:


		Three months ended													Three months ended
		Pension Benefits													Pension Benefits
		U.S. Plans				Non-U.S. Plans				Other Benefits					U.S. Plans				Non-U.S. Plans				Other Benefits
		2022		2021		2022		2021		2022		2021			2023		2022		2023		2022		2023		2022
Components of net periodic benefit cost	Components of net periodic benefit cost													Components of net periodic benefit cost
Service cost	Service cost	$	—	$	0.8	$	2.3	$	2.6	$	—	$	—	Service cost	$	—	$	—	$	1.6	$	2.4	$	—	$	—
Interest cost	Interest cost	4.2		3.9		1.1		0.7		—		0.2		Interest cost	4.9		4.3		2.9		1.1		0.1		0.1
Expected return on plan assets	Expected return on plan assets	(5.8)		(6.3)		(3.9)		(3.7)		—		—		Expected return on plan assets	(4.5)		(5.8)		(3.4)		(3.9)		—		—
Recognized net actuarial loss (gain)	Recognized net actuarial loss (gain)	1.5		2.2		(0.5)		(0.7)		(0.1)		0.1		Recognized net actuarial loss (gain)	0.2		1.6		(0.9)		(0.4)		(0.1)		(0.1)
Amortization of prior service cost	Amortization of prior service cost	—		—		(0.1)		—		—		—		Amortization of prior service cost	—		—		(0.2)		(0.1)		—		—

Net periodic pension benefit cost	Net periodic pension benefit cost	$	(0.1)	$	0.6	$	(1.1)	$	(1.1)	$	(0.1)	$	0.3	Net periodic pension benefit cost	$	0.6	$	0.1	$	—	$	(0.9)	$	—	$	—

		Six months ended
		Pension Benefits
		U.S. Plans				Non-U.S. Plans				Other Benefits
		2022		2021		2022		2021		2022		2021
Components of net periodic benefit cost
Service cost		$	—	$	1.6	$	4.7	$	5.1	$	—	$	—
Interest cost		8.5		7.9		2.2		1.5		0.1		0.4
Expected return on plan assets		(11.6)		(12.7)		(7.8)		(7.5)		—		—
Recognized net actuarial loss (gain)		3.1		4.5		(0.9)		0.1		(0.2)		0.1
Amortization of prior service cost		—		—		(0.2)		—		—		—

Net periodic pension benefit cost		$	—	$	1.3	$	(2.0)	$	(0.8)	$	(0.1)	$	0.5

~~COVID-19~~

The Company continues to deliver high service levels to customers, even in hard-hit areas around the world, and received positive feedback from customers, including critical infrastructure providers, such as supermarkets and financial institutions, as to how effectively it has responded to the pandemic.

Table of Contents

Discussion and Analysis of

Financial Condition and Results of Operations as of ~~June 30, 2022~~March 31, 2023

DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES

(unaudited)

(dollars in millions, except per share amounts)

~~The Company continues~~Our condensed consolidated financial statements included herein have been prepared using the going concern basis of accounting, which contemplates continuity of operations, realization of assets, and satisfaction of liabilities in the normal course of business. Pursuant to ~~focus on~~ the ~~stability~~requirements of ~~its suppliers and supply chain~~ASC Topic 205-40, Disclosure of Uncertainties about an Entity’s Ability to ~~prepare~~Continue as a Going Concern, management must evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for ~~any potential difficulties stemming~~one year from the ~~pandemic. Supply chain disruption, whether it be access~~date the consolidated financial statements are issued. Our ability to ~~critical raw material components, such~~continue as ~~semiconductor chips, or freight lead times~~a going concern is contingent upon, among other things, our ability to successfully implement the Restructuring Transactions contemplated in the Restructuring Support Agreement, subject to the approval of the U.S. Bankruptcy Court and ~~availability, negatively affected virtually every business in some form – Diebold Nixdorf included.~~the Dutch Court. The ~~Company’s financial performance continues~~Restructuring Transactions are intended to be heavily impacted by longer lead times – both inbound and outbound – as well as non-billable inflationary pressures associated with these headwinds. While it will take time, we look forward to moving past the global macroeconomic challenges we have faced over the past two years by utilizing various mitigation strategies (e.g., supply chain optimization and price increases) to deliver for our customers and shareholders. We believeprovide the Company ~~is well-positioned to capitalize on~~with additional liquidity and a sustainable capital structure. There can be no certainty that the ~~strong demand for our products~~Restructuring Transactions will be effected or that disruption from the Chapter 11 Cases and ~~solutions as customers continue to desire our market-leading devices, services and software, as the market increasingly moves toward a self-service automation focus driven~~Dutch Scheme Proceedings contemplated by the ~~evolving behavior~~Restructuring Agreement will not interfere with the Company’s business. As of ~~consumers.~~March 31, 2023 substantial doubt exists regarding our ability to continue as a going concern.

~~Given~~For a more detailed discussion of the measure of uncertainty surrounding the COVID-19 pandemic and the impacts it may have on our business and the businesses of our customers and suppliers, the possible resurgence of COVID-19 infection rates, including those resulting from new variants, and government actionsGoing Concern Assessment see “Going Concern Assessment” in ~~response thereto could disrupt our operations and our supply chain and materially adversely affect our business. Because of this uncertainty, we cannot reasonably estimate the ultimate impact~~Note 1 to our ~~business, results of operations, cash flows~~Condensed Consolidated Financial Statements and ~~financial position that the COVID-19 pandemic may have, but such impact could be material.~~Part II, Item 1A “Risk Factors” in this Quarterly Report.

~~CONNECTED COMMERCE~~

SERVICES AND PRODUCT SOLUTIONS™

The Company offers a broad portfolio of solutions designed to automate, digitize and transform the way people bank and shop. As a result, the Company’s operating structure is focused on its two customer segments — Banking and Retail. Leveraging a broad portfolio of solutions, the Company offers customers the flexibility to purchase the combination of services ~~software~~ and products embedded with software that drive the most value to their businesses.

Banking

The Company provides integrated solutions for financial institutions of all sizes designed to help drive operational efficiencies, differentiate the consumer experience, grow revenue and manage risk.

Banking Services

Services represents the largest operational component of the Company and includes product-related services, implementation services and managed services. Product-related services incidents are managed through remote service capabilities or an on-site visit. The portfolio includes contracted maintenance, preventive maintenance, “on-demand” maintenance and total implementation services. Implementation services help our customers effectively respond to changing customer demands and includes scalable solutions based on globally standardized processes and tools, a single point of contact and reliable local expertise. Managed services and outsourcing ~~consist~~consists of managing the end-to-end business processes and technology integration. Our integrated business solutions include self-service fleet management, branch life-cycle management and ATM as-a-service capabilities.

The Company's DN Vynamic software is the first end-to-end software portfolio in the banking marketplace designed to simplify and enhance the consumer experience. This platform is cloud-native, provides new capabilities ~~which can facilitate millions of~~and supports advanced transactions via ~~ATMs, kiosks, and other self-service devices, as well as via online and mobile digital channels. An important enabler of~~open application program interface (API). In addition, the Company’s ~~offerings is~~software suite simplifies operations by eliminating the ~~professional service employees who provide~~traditional focus on internal silos and enabling inter-connected partnerships between financial institutions and payment providers. Through its open approach, DN Vynamic brings together legacy systems, enabling new levels of connectivity, integration, ~~customization, project management~~ and ~~consulting. This team collaborates with customers~~interoperability. The Company’s software suite provides a shared analytic and transaction engine. The DN Vynamic platform can generate new insights to ~~refine the end-user experience, improve business processes, refine existing staffing models and deploy technology to automate both branches and stores.~~enhance operations; prioritizing consumer preferences rather than technology.

In 2020, the Company launched the AllConnect Data Engine (ACDE), which enables a more data-driven and predictive approach to services. As of ~~June 30, 2022,~~March 31, 2023, more than ~~150,000 ATMs~~182,000 devices were connected to ACDE. As the number of connected devices ~~increases,~~continues to increase, the Company expects to benefit from more efficient and cost-effective operations.

Table of Contents

Discussion and Analysis of

Financial Condition and Results of Operations as of March 31, 2023

DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES

(unaudited)

(dollars in millions, except per share amounts)

Banking Products

The banking portfolio of products consists of cash recyclers and dispensers, intelligent deposit terminals, teller automation, and kiosk technologies. As financial institutions seek to expand the self-service transaction set and reduce operating costs by shrinking their physical branch footprint, the Company offers the DN Series™ family of self-service solutions.

DN Series is the culmination of several years of investment in consumer research, design and engineering resources. Key benefits and features of DN Series include:

◦superior availability and performance;

◦next-generation cash recycling technology;

◦full integration with the DN Vynamic™ software suite;

◦a modular and upgradeable design, which enables customers to respond more quickly to changing customer demands;

◦higher note capacity and processing power;

◦improved security safeguards to protect customers against emerging physical, data and cyber threats;

◦~~a streamlined~~ physical footprint ~~which is up to~~as much as 40% less ~~than both legacy models and~~vs. competing ATMs in certain ~~competing ATMs;~~models;

◦made of recycled and recyclable materials and is 25% lighter than most traditional ATMs, reducing CO2 emissions both in the manufacturing and transportation of components and terminals;

◦uses LED technology and highly efficient electrical systems, resulting in up to 50% power savings versus traditional ATMs; and

◦increased branding options for financial institutions.

Retail

The Company’s comprehensive portfolio of retail services and products improves the checkout process for retailers while enhancing shopping experiences for consumers.

Retail Services

DNDiebold Nixdorf AllConnect ~~Services~~®Services® for retailers ~~includes~~include maintenance and availability services to continuously optimize the performance and total cost of ownership of retail touchpoints, such as checkout, self-service and mobile devices, as well as critical store infrastructure. The solutions portfolio includes: implementation services to expand, modernize or upgrade store concepts; maintenance services for on-site incident resolution and restoration of ~~multi-vendor~~multivendor solutions; support services for on-demand service desk support; operations services for remote monitoring of stationary and mobile endpoint hardware; as well as application services for remote monitoring of ~~multi-vendor~~multivendor software and planned software deployments and data moves. As a single point of contact, service personnel plan and supervise store openings, renewals and transformation projects, with attention to local details and customers’ global IT infrastructure.

The DN Vynamic software ~~services~~ suite for retailers provides a comprehensive, modular and open solution ranging from the in-store check-out ~~solution~~ to solutions across multiple channels that improve end-to-end store processes and facilitate continuous consumer engagements in support of a digital ecosystem. This includes click & collect, reserve & collect, in-store ordering and return-to-store processes across the retailers' physical and digital sales channels. Operational data from a number of sources, such as enterprise resource planning (ERP), ~~point of sale (POS),~~POS, store systems and customer relationship management systems (CRM), may be integrated across all customer connection points to create seamless and differentiated consumer experiences.

In ~~addition to services for retailers,~~2021, the Company ~~provides installation, management, and delivery services for~~announced it entered the electric vehicle (EV) charging ~~stations. The Company delivers this service primarily for EV~~station services business, a market with a customer profile potentially comparable to the existing retail business. Our global services capability, including our technicians, our skills in global spare parts logistics management, and multi-lingual help desks have initially resonated with market participants who own public charging ~~station deployers and dealers through its DN AllConnect Services℠ offering, helping clients maintain the highest uptime at the lowest total cost of ownership for their EV charging networks.~~stations.

Table of Contents

Discussion and Analysis of

Financial Condition and Results of Operations as of ~~June 30, 2022~~March 31, 2023

DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES

(unaudited)

(dollars in millions, except per share amounts)

Retail Products

The retail product portfolio includes modular and integrated, “all-in-one” POS and self-service terminals that meet changing consumer shopping journeys, as well as retailers’ and store staff’s automation requirements. The Company’s self-checkout (SCO) products and ordering kiosks facilitate a seamless and efficient transaction experience. The ~~BEETLE~~®BEETLE®/iSCAN EASY ~~eXpress~~™eXpress™, hybrid products, can alternate from attended operation to SCO with the press of a button. The K-two Kiosk automates routine tasks and in-store transactions, offers order-taking abilities, particularly at quick service restaurants (QSRs) and fast casual restaurants and presents functionality that furthers store automation and digitalization. The retail product portfolio also includes modular and integrated, “all-in-one” point of sale (POS) and self-service terminals that meet changing consumer shopping journeys, as well as retailers’ and store staff’s automation requirements. 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. Additionally, our retail software solutions are inclusive of a cloud native software platform which is hardware agnostic and multi-vendor capable.

Business Drivers

The business drivers of the Company's future performance include, but are not limited to:

•demand for self-service and automation from Banking and Retail customers driven by the evolution of consumer behavior;

•demand for cost efficiencies and better usage of real estate for bank branches and retail stores as they transform their businesses to meet the needs of their customers while facing macro-economic challenges;

•demand for services on distributed IT assets such as ATMs, POS and SCO, including managed services and professional services;

•timing of product upgrades and/or replacement cycles for ATMs, POS and SCO;

•demand for software products and professional services;

•demand for security products and services for the financial, retail and commercial sectors; and

•demand for innovative technology in connection with the Company's ~~Connected Commerce~~ strategy.

Refinancing Transactions

On October 20, 2022, the Company, certain of its subsidiaries, including Diebold Nixdorf Dutch Holding B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under Dutch law and a direct wholly owned subsidiary of the Company (the Dutch Subsidiary), and certain initial consenting holders entered into a Transaction Support Agreement (which was subsequently amended on November 28, 2022 and December 20, 2022), to which the other consenting holders became parties (together with all exhibits, annexes and schedules thereto, and as so amended, the Transaction Support Agreement). As contemplated in the Transaction Support Agreement, the following refinancing transactions (the December 2022 Refinancing Transactions) were completed on December 29, 2022:

•The Company and certain of its subsidiaries obtained a new $250.0 asset-based credit facility (the ABL Facility), which will mature in July 2026, subject to a springing maturity to a date that is 91 days prior to the maturity of certain indebtedness of the Company or its subsidiaries above a certain threshold amount. The ABL Facility is provided by, and replaces the commitments of, the Company’s existing revolving credit lenders under the Credit Agreement, dated as of November 23, 2015 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the Existing Credit Agreement), among the Company, as borrower, the Company’s subsidiary borrowers party thereto, the lenders party thereto from time to time and JPMorgan Chase Bank N.A., as administrative agent.

•Diebold Nixdorf Holding Germany GmbH (the German Borrower), a wholly-owned subsidiary of the Company, obtained a new $400.0 superpriority term loan credit facility (the Superpriority Facility), which will mature in July 2025.

•Certain holders of the term loans (the Existing Term Loans) under the Existing Credit Agreement exchanged such Existing Term Loans at par into extended term loans (the New Term Loans and, such exchange, the Term Loan Exchange), which will mature in July 2025.

•The Company amended the Existing Credit Agreement to, among other things, permit the December 2022 Refinancing Transactions, remove substantially all negative covenants and mandatory prepayments, and direct the collateral agent to release the liens on certain collateral securing the Company’s obligations under the Existing Credit Agreement and

Table of Contents

Discussion and Analysis of

Financial Condition and Results of Operations as of March 31, 2023

DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES

(unaudited)

(dollars in millions, except per share amounts)

the Company’s existing subsidiary guarantors’ obligations under the related guarantees (in each case, to the extent permitted, including under applicable law).

•The Company consummated a private exchange offer (the Private 2024 Exchange Offer) and consent solicitation with respect to the outstanding 2024 Senior Notes, which included (i) a private offer to certain eligible holders to exchange any and all 2024 Senior Notes for units (the Units) consisting of (a) new 8.50%/12.50% Senior Secured PIK Toggle Notes due 2026 issued by the Company (the 2L Notes) and (b) a number of warrants (the Warrants) to purchase common shares of the Company and (ii) a related consent solicitation to adopt certain proposed amendments to the indenture governing the 2024 Senior Notes (the 2024 Senior Notes Indenture) to eliminate certain of the covenants, restrictive provisions and events of default intended to protect holders, among other things, from such indenture (collectively, the 2024 Exchange Offer and Consent Solicitation).

•(i) Certain holders of the Company’s 9.375% Senior Secured Notes due 2025 (the 2025 USD Senior Notes), issued pursuant to the Indenture, dated as of July 20, 2020 (as amended, the 2025 USD Senior Notes Indenture) exchanged such 2025 USD Senior Notes for new 9.375% Senior Secured Notes due 2025 (the New 2025 USD Senior Notes), being issued under the 2025 USD Senior Notes Indenture and with identical terms to the 2025 USD Senior Notes (after giving effect to the proposed amendments as described below), and (ii) certain holders of the Dutch Subsidiary’s 9.000% Senior Secured Notes due 2025 (the 2025 EUR Senior Notes and, together with the 2025 USD Senior Notes, the 2025 Senior Notes), issued pursuant to that certain Indenture, dated as of July 20, 2020 (the 2025 EUR Senior Notes Indenture) exchanged such 2025 EUR Senior Notes for new 9.00% Senior Secured Notes due 2025 (the New 2025 EUR Senior Notes and, together with the New 2025 USD Senior Notes, the New 2025 Notes). The Company also consummated the related consent solicitations and effected certain proposed amendments to the 2025 USD Senior Notes Indenture and the 2025 EUR Senior Notes Indenture.

Public 2024 Exchange Offer

On February 10, 2023, the Company filed with the SEC a registration statement on Form S-4, registering an exchange offer (the Public 2024 Exchange Offer) with respect to the 2024 Senior Notes, on substantially the same terms as the Private 2024 Exchange Offer, to exchange the remaining 2024 Senior Notes outstanding following the Private 2024 Exchange Offer for Units. The Public 2024 Exchange Offer is currently scheduled to expire on June 5, 2023. The Company is required to raise equity capital prior to the maturity date of the 2024 Senior Notes in an amount necessary to repurchase, redeem, prepay or pay in full the principal amount of any 2024 Senior Notes that are not exchanged in the Public 2024 Exchange Offer in excess of $20 aggregate principal amount of 2024 Senior Notes (such 2024 Senior Notes in excess of $20.0, the Excess Stub Notes). In light of ongoing conversations with the Company's lending partners to address short- and long-term liquidity needs, the Company's capital structure and deleveraging its balance sheet, the Company currently believes that the Public 2024 Exchange Offer will not be consummated.

FILO Facility

On March 21,2023, the Company entered into the FILO Amendment (as defined below), which established the FILO Facility (as defined below). Commitments under the FILO Facility were $55.0 and were borrowed in full and terminated on March 21, 2023. The liquidity provided by the FILO Facility is only expected to sustain the Company through part of the second quarter of 2023.

Table of Contents

Discussion and Analysis of

Financial Condition and Results of Operations as of March 31, 2023

DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES

(unaudited)

(dollars in millions, except per share amounts)

Results of Operations

The following discussion of the Company’s financial condition and results of operations provides information that will assist in understanding the financial statements and the changes in certain key items in those financial statements. The following discussion should be read in conjunction with the condensed consolidated financial statements and the accompanying notes that appear elsewhere in this Quarterly Report on Form 10-Q.

Net Sales

The following tables represent information regarding the Company's net sales:


		Three months ended						Percent of Total Net Sales for the Three months ended			Three months ended						Percent of Total Net Sales for the Three months ended
		June 30						June 30			March 31,						March 31,
		2022		2021		% Change	% Change in CC (1)	2022	2021		2023		2022		% Change	% Change in CC (1)	2023	2022
Segments	Segments									Segments
Banking	Banking									Banking
Services	Services	$	389.3	$	424.0	(8.2)	(4.5)	45.7	45.0	Services	$	381.1	$	383.7	(0.7)	1.5	44.4	46.2
Products	Products	200.9		214.5		(6.3)	(0.4)	23.6	22.7	Products	211.8		179.0		18.3	21.7	24.7	21.6
Total Banking	Total Banking	590.2		638.5		(7.6)	(3.1)	69.3	67.7	Total Banking	592.9		562.7		5.4	7.9	69.1	67.8

Retail	Retail									Retail
Services	Services	136.1		162.7		(16.3)	(7.2)	16.0	17.2	Services	135.3		142.5		(5.1)	0.8	15.8	17.2
Products	Products	125.4		142.3		(11.9)	(3.5)	14.7	15.1	Products	129.9		124.6		4.3	8.9	15.1	15.0
Total Retail	Total Retail	261.5		305.0		(14.3)	(5.5)	30.7	32.3	Total Retail	265.2		267.1		(0.7)	4.6	30.9	32.2

Total Net Sales	Total Net Sales	$	851.7	$	943.5	(9.7)	(3.9)	100.0	100.0	Total Net Sales	$	858.1	$	829.8	3.4	6.8	100.0	100.0

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

~~Three months ended June 30, 2022 compared with the three months ended June 30, 2021~~

Net sales ~~decreased 91.8,~~increased $28.3, or ~~9.7~~3.4 percent, including a net unfavorable currency impact of ~~$57.6~~$26.7 primarily related to the euro. After excluding the unfavorable currency impact and ~~$27.7~~$12.7 of net sales generated during the three months ended ~~June 30, 2021~~March 31, 2022 from divested businesses, net sales ~~decreased~~increased by ~~$6.5.~~$67.7.

Segments

•Banking net sales ~~decreased $48.3,~~increased $30.2, including a net unfavorable currency impact of ~~$29.2,~~$13.1, related primarily to the euro. After excluding the unfavorable currency impact and ~~$11.1~~$5.9 of net sales generated by divested businesses, net sales ~~decreased $8.0,~~increased $49.2, which was driven by ~~unplanned reductions in installation activity, including delays resulting from global supply chain disruptions and the Company's initiative to reduce low margin service contracts.~~higher ATM unit sales volume.

•Retail net sales decreased ~~$43.5,~~$1.9, including a net unfavorable currency impact of ~~$28.4~~$13.6 primarily related to the euro. After excluding the unfavorable currency impact and ~~$16.6~~$6.8 of sales generated by divested businesses, net sales increased ~~$1.5~~$18.5 primarily due to increased volume from ~~reduced POS and SCO installation volume and related services in Europe. The reduced volume is partially attributable to~~ the ~~non-recurrence of prior-year rollouts in response to the pandemic, and partially attributable to supply chain disruptions.~~

business.

Table of Contents

Discussion and Analysis of

Financial Condition and Results of Operations as of ~~June 30, 2022~~March 31, 2023

DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES

(unaudited)

(dollars in millions, except per share amounts)

Six months ended Percent of Total Net Sales for the Six months ended
June 30 June 30
2022 2021 % Change
% Change in CC (1)
2022 2021
Segments
Banking
Services $ 772.9 $ 841.2 (8.1) (5.2) 46.0 44.6
Products 380.0 436.8 (13.0) (8.7) 22.5 23.1
Total Banking 1,152.9 1,278.0 (9.8) (6.3) 68.5 67.7
Retail
Services 278.7 319.1 (12.7) (5.2) 16.6 16.9
Products 249.9 290.3 (13.9) (7.2) 14.9 15.4
Total Retail 528.6 609.4 (13.3) (6.2) 31.5 32.3
Total net sales $ 1,681.5 $ 1,887.4 (10.9) (6.3) 100.0 100.0
(1) The Company calculates constant currency by translating the prior-year period results at the current year exchange rate.

~~Six months ended June 30, 2022 compared with six months ended June 30, 2021~~

Net sales decreased $205.9, or 10.9 percent, including a net unfavorable currency impact of $93.1 primarily related to the euro. After excluding the unfavorable currency impact and $59.8 of net sales generated during the six months ended June 30, 2022 from divested businesses, net sales decreased by $53.0.

~~Segments~~

•Banking net sales decreased $125.1, including a net unfavorable currency impact of $46.8, related primarily to the euro, and the impact of divestitures of $29.7. Excluding the impact of currency and divestitures, net sales decreased $48.6 driven by unplanned reductions in installation activity, including delays resulting from global supply chain disruptions and the Company's initiative to reduce low margin service contracts.

•Retail net sales decreased $80.8, including a net unfavorable currency impact of $46.3 primarily related to the euro, and the impact of divestitures of $30.1. Excluding the impact of currency and divestitures, net sales decreased $4.4 primarily from reduced POS and SCO installation volume and related services in Europe. The reduced volume is partially attributable to the non-recurrence of prior-year rollouts in response to the pandemic, and partially attributable to supply chain disruptions.

Gross Profit

The following table represents information regarding the Company's gross profit:


		Three months ended						Six months ended								Three months ended
		June 30						June 30								March 31,
		2022			2021			% Change	2022			2021			% Change			2023			2022			% Change
Gross profit - services	Gross profit - services	$	150.3		$	176.8		(15.0)	$	302.3		$	360.8		(16.2)		Gross profit - services	$	153.4		$	152.0		0.9
Gross profit - products	Gross profit - products	10.5			75.1			(86.0)	43.8			164.3			(73.3)		Gross profit - products	55.9			33.3			67.9
Total gross profit	Total gross profit	$	160.8		$	251.9		(36.2)	$	346.1		$	525.1		(34.1)		Total gross profit	$	209.3		$	185.3		13.0

Gross margin - services	Gross margin - services	28.6		%	30.1		%		28.7		%	31.1		%			Gross margin - services	29.7		%	28.9		%
Gross margin - products	Gross margin - products	3.2		%	21.0		%		7.0		%	22.6		%			Gross margin - products	16.4		%	11.0		%

Total gross margin	Total gross margin	18.9		%	26.7		%		20.6		%	27.8		%			Total gross margin	24.4		%	22.3		%

The terms of the credit agreement (the Credit Agreement) governing the Company's revolving credit facility (the Revolving Facility) and term loans and the indentures governing the Company's senior secured and unsecured notes (the Indentures)~~restrict its current and future operations, particularly its ability to respond to changes or to take certain actions.~~ ~~The Credit Agreement and the Indentures contain a number of restrictive covenants that impose significant operating and financial~~

Table of Contents

DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES

FORM 10-Q as of ~~June 30, 2022~~March 31, 2023

(in millions, except share and per share amounts)

~~restrictions~~liquidity and capital resources included in this Quarterly Report on Form 10-Q may not accurately reflect our operations, properties and liquidity and capital resources following the ~~Company~~Chapter 11 process and ~~may limit its ability to engage in acts that may be in its long-term best interest, including restrictions on its ability to:~~Dutch Restructuring Law process.

•~~incur additional indebtedness~~The Restructuring Support Agreement may be terminated upon the occurrence of certain events, and ~~guarantee indebtedness;~~

•~~pay dividends or make other distributions or repurchase or redeem capital stock;~~

•~~prepay, redeem or repurchase certain debt;~~

•~~issue certain preferred stock or similar equity securities;~~

•~~make loans and investments;~~

•~~sell assets;~~

•~~incur liens;~~

•~~enter into transactions with affiliates;~~

•~~alter the businesses~~there can be no assurance that the Company ~~conducts;~~

•will be successful in completing a restructuring or any other similar transaction on the terms set forth in the Restructuring Support Agreement.~~enter into agreements restricting~~ The Restructuring Support Agreement may be terminated upon the ~~Company’s subsidiaries’ ability~~occurrence of certain events, including the failure to ~~pay dividends; and~~

•~~consolidate, merge~~meet the milestones (unless extended or ~~sell all or substantially all of the Company’s assets.~~waived) described in “Going Concern Assessment” in Note 9 to our Condensed Consolidated Financial Statements.

~~In addition,~~Each of the ~~restrictive covenants in~~Consenting Creditors may terminate the ~~Credit~~Restructuring Support Agreement ~~require~~(and thereby their obligations to support the Company to maintain specified financial ratios and satisfy other financial conditions. Although the Company entered into an amendment to the Credit Agreement in March 2022 to, among other things, revisePlans) under certain ~~of its financial covenants,~~circumstances, including the Company’s ~~ability~~failure to meet the ~~financial ratios and tests can~~milestones set forth in the Restructuring Support Agreement. A Company Party may terminate the Restructuring Support Agreement under certain circumstances, including the U.S. Bankruptcy Court’s failure to confirm the Chapter 11 Plan or dismissal of the Chapter 11 Cases or the Dutch Court’s failure to sanction the WHOA Plan.The Restructuring Support Agreement will be ~~affected~~automatically terminated in certain circumstances, including if the Company’s board of directors determines, after consulting with counsel, that proceeding with any of the restructuring transactions contemplated by ~~events beyond its control, and it may be unable to meet them. If~~ the ~~Company is unable to meet its financial covenants the Company~~Restructuring Support Agreement would be ~~required to seek an amendment~~inconsistent with its fiduciary duties or ~~waiver from its lenders.~~applicable law. Some of these conditions are not under our control. There can be no assurance that any or all of the ~~Company’s lenders would consent~~conditions precedent will be satisfied or waived or that these transactions will be completed as currently contemplated or at all.

Although the Company intends to pursue the Restructuring Transactions in accordance with the terms set forth in the Restructuring Support Agreement, there can be no assurance that the Company will be successful in completing a restructuring or any ~~such amendment or waiver~~other similar transaction on ~~commercially reasonable~~the terms set forth in the Restructuring Support Agreement, on different terms or at all.

~~A breach~~If the Restructuring Support Agreement is terminated or if we are otherwise unable to consummate the Restructuring Transactions, it is unclear whether we would be able to reorganize our business and what, if anything, holders of ~~the covenants or restrictions under any of the Indentures or under the Credit Agreement could result in an event of default under the applicable indebtedness. Such a default may allow the creditors~~claims against us would ultimately receive with respect to ~~accelerate the related debt and may result in the acceleration of any other debt to which a cross-acceleration or cross-default provision applies.~~their claims. In addition, ~~an event of default under the Credit Agreement would permit the lenders under the Revolving Facility to terminate all commitments to extend further credit under that facility. Furthermore,~~any Chapter 11 Cases may become protracted, which could significantly and detrimentally impact our relationships with our partners, suppliers, service providers, customers, employees, and other third parties. Even if the Company were unable to repay the amounts due and payable under the Revolving Facility and term loans, those lenders could proceed against the collateral granted them to secure that indebtedness. In the event the Company’s lenders or noteholders accelerate the repayment of its indebtedness, the Company and its subsidiariesRestructuring Transactions are completed, they may not ~~have sufficient assets to repay that indebtedness. As a result of these restrictions,~~be completed on the ~~Company~~anticipated schedule or terms, and we may ~~be:~~incur significant additional costs and expenses.

•Under the terms of the Restructuring Support Agreement, we are required to seek the protection of the U.S. Bankruptcy Court and the Dutch Court, which subjects us to the risks and uncertainties associated with bankruptcy and may harm our business.~~limited in how it conducts its business;~~

•~~unable to raise additional debt or equity financing to operate during general economic or business downturns;~~ If we seek the protection of the U.S. Bankruptcy Court and

•~~unable to compete effectively or to take advantage of new business opportunities.~~

~~These restrictions may affect~~ the Dutch Court, our operations and ability to ~~grow in accordance~~develop and execute our business plan, and our ability to continue as a going concern, are subject to the risks and uncertainties associated with ~~its strategy. In addition, the Company’s financial results, its substantial indebtedness and its credit ratings could adversely affect the availability and terms of its financing.~~

~~The Company’s failure to meet its debt service obligations~~bankruptcy. As such, seeking bankruptcy protection could have a material adverse effect on ~~the Company’s~~our business, financial condition, ~~and~~ results of ~~operations.~~ ~~The Company’s high level of indebtedness could adversely affect the Company’s~~ operations and liquidity. ~~The Company’s level~~Our senior management has been required to spend a significant amount of ~~indebtedness could, among~~time and effort attending to the Restructuring Transactions instead of focusing exclusively on our business operations. Bankruptcy court protection also might make it more difficult to retain management and other ~~things:~~employees necessary to the success and growth of our business.

Other significant risks include the following:

•our ability to consummate the Chapter 11 Plan and the WHOA Plan;

•the high costs of bankruptcy and related fees;

•the imposition of restrictions or obligations on the Company by regulators related to the bankruptcy and emergence from bankruptcy;

•our ability to obtain sufficient financing to allow us to emerge from bankruptcy and execute our business plan post-emergence;

•our ability to maintain our relationships with our suppliers, service providers, customers, employees, and other third parties;

•our ability to maintain contracts that are critical to our operations; and

•the actions and decisions of our debtholders and other third parties who have interests in our Chapter 11 Cases that may be inconsistent with our plans.

•~~make it more difficult for~~If we seek the ~~Company to pay or refinance its debts as they become due during adverse economic~~protection of the U.S. Bankruptcy Court and ~~industry conditions because~~ the ~~Company~~Dutch Court, we may not ~~have sufficient cash flows~~be able to ~~make its scheduled debt payments;~~

•cause the Company to use a larger portion of its cash flow to fund interest and principal payments, reducing the availability of cash to fund working capital, capital expenditures, R&D and other business activities;

•~~limit the Company’s ability to take advantage of significant business opportunities, such as acquisition opportunities, and to react to changes in market or industry conditions;~~

•~~cause the Company to be more vulnerable to general adverse economic and industry conditions;~~

•~~cause the Company’s suppliers to limit trade credit, require pre-payments or other collateral;~~

•~~cause the Company to be disadvantaged compared to competitors with less leverage;~~

•~~result in a downgrade in the credit rating~~obtain confirmation of the ~~Company~~Chapter 11 Plan and the WHOA Plan. To emerge successfully from bankruptcy protection as a viable entity, we must meet certain statutory requirements with respect to adequacy of disclosure with respect to the Chapter 11 Plan and the WHOA Plan, solicit and obtain the requisite acceptances of such reorganization plans and fulfill other statutory conditions for confirmation of such a plan. There is no assurance that Chapter 11 Cases and the Dutch Scheme Proceedings will be confirmed by the U.S. Bankruptcy Court or ~~indebtedness of~~ the ~~Company~~Dutch Court, or ~~its subsidiaries, which could increase~~that the ~~cost of borrowings; and~~WHOA Plan proceedings will be recognized by the U.S. Bankruptcy Court.

•~~limit the Company’s ability to borrow additional monies in the future to fund working capital, capital expenditures, R&D and other business activities.~~

The Company may also incur additional long-term debt and working capital lines of credit to meet future financing needs, which would increase its total indebtedness. Although the Credit Agreement and the Indentures contain restrictions on the Company’s ability to incur additional debt, including secured debt, these restrictions are subject to a number of important

Table of Contents

DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES

FORM 10-Q as of ~~June 30, 2022~~March 31, 2023

(in millions, except share and per share amounts)

~~exceptions~~Additionally, certain parties in interest may file objections to the Chapter 11 Plan and ~~debt incurred~~the WHOA Plan. The precise requirements and evidentiary showing for confirming a plan, notwithstanding its rejection by one or more impaired classes of claims or equity interests, depends upon a number of factors including, without limitation, the status and seniority of the claims or equity interests in ~~compliance with these restrictions could be substantial.~~ the rejecting class.

If the ~~Company~~Chapter 11 Plan and ~~its restricted subsidiaries incur significant additional debt,~~ the ~~related~~WHOA Plan are not confirmed by the U.S. Bankruptcy Court or the Dutch Court, or the WHOA Plan proceedings are not recognized by the U.S. Bankruptcy Court, it is unclear whether we would be able to reorganize our business and what, if anything, holders of claims against us would ultimately receive with respect to their claims. Delays could increase the risks of our being unable to reorganize our business and emerge from bankruptcy and increase our costs associated with the bankruptcy process.

We expect to be subject to claims that will not be discharged in the Chapter 11 Cases and the Dutch Scheme Proceedings. The U.S. Bankruptcy Code provides that the ~~Company faces~~effectiveness of a plan of reorganization discharges a debtor from substantially all debts arising prior to petition date, other than as provided in the Chapter 11 Plan or the confirmation order. For example, pursuant to the Restructuring Support Agreement, the Chapter 11 Plan is expected to provide that holders of allowed general unsecured claims would be reinstated and paid in the ordinary course of business in accordance with the terms and conditions of the particular transaction or agreement giving rise to such allowed general unsecured claim, or otherwise provided such treatment to render it unimpaired.

To the extent such claims could ~~intensify.~~have been asserted prior to bankruptcy or arose during the bankruptcy, such claims can be asserted after we emerge from bankruptcy. The outcome and timing of potential matters is uncertain, and it is possible material costs, penalties, fines, sanctions, or injunctive relief could result from such a matter. As a result, an adverse ruling with respect to potential matters could have a material impact on our financial condition, results of operations, liquidity, and cash flows.

The ~~interest rates~~negotiations of ~~certain debt instruments are priced using~~the Restructuring Transactions have consumed and will continue to consume a ~~spread over~~substantial portion of the ~~London interbank offered rate (LIBOR)~~time and ~~Euro interbank offered rate (EURIBOR).~~ attention of our management, which may have an adverse effect on our business and results of operations, and we may face increased levels of employee attrition.~~LIBOR~~ Our management has spent, and ~~EURIBOR are the basic rates~~continues to be required to spend, a significant amount of ~~interest used in lending between banks~~time and effort focusing on the ~~London interbank market~~Restructuring Transactions. This diversion of attention may have a material adverse effect on the conduct of our business, and, ~~EURO interbank market, and are widely used~~ as a ~~reference~~result, on our financial condition and results of operations, particularly if the Restructuring Transactions, the Chapter 11 Cases or the Dutch Scheme Proceedings are protracted. During the pendency of the Restructuring Transactions, our employees will face considerable distraction and uncertainty and we may experience increased levels of employee attrition. A loss of key personnel or material erosion of employee morale could have a materially adverse effect on our ability to meet customer expectations, thereby adversely affecting our business and results of operations. The failure to retain or attract members of our management team and other key personnel could impair our ability to execute our strategy and implement operational initiatives, thereby having a material adverse effect on our financial condition and results of operations. Likewise, we could experience losses of customers or business partners who may be concerned about our ongoing long-term viability.

In certain instances, the Chapter 11 Cases may be converted to a case under Chapter 7 of the U.S. Bankruptcy Code. Following commencement of the Chapter 11 Cases, upon a showing of cause, the U.S. Bankruptcy Court may convert such Chapter 11 Cases to cases under chapter 7 of the U.S. Bankruptcy Code (Chapter 7). In such event, a Chapter 7 trustee would be appointed or elected to liquidate our assets for ~~setting~~distribution in accordance with the ~~interest rate~~priorities established by the U.S. Bankruptcy Code. We believe that liquidation under Chapter 7 would result in significantly smaller distributions being made to our creditors than those provided for in a prepackaged plan because of (i) the likelihood that the assets would have to be sold or otherwise disposed of in a distressed fashion over a short period of time rather than a controlled manner and as a going concern, (ii) additional administrative expenses involved in the appointment of a Chapter 7 trustee, and (iii) additional expenses and claims, some of which would be entitled to priority, that would be generated during the liquidation and from the rejection of leases and other executory contracts in connection with a cessation of operations.

As a result of the Chapter 11 Cases and the Dutch Scheme Proceedings, our historical financial information may not be indicative of our future financial performance and our board of directors and management team may change significantly. During the Chapter 11 Cases and the Dutch Scheme Proceedings, we expect our financial results to be volatile as restructuring activities and expenses, contract terminations and rejections, and claims assessments significantly impact our consolidated financial statements. As a result, the amount and composition of the Company’s assets, liabilities, officers and/or directors could be significantly different following the outcome of the Chapter 11 Cases and the Dutch Scheme Proceedings, and our historical financial performance is likely not indicative of our future financial performance. In particular, the description of the Company’s operations, properties and liquidity and capital resources included in this Quarterly Report on ~~loans globally. LIBOR~~Form 10-Q may not accurately reflect our operations, properties and ~~EURIBOR~~liquidity and capital resources following the Chapter 11 process and Dutch Restructuring Law process.

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DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES

FORM 10-Q as of March 31, 2023

(in millions, except share and per share amounts)

In addition, the composition of our management team may change significantly. Qualified individuals are in high demand and we may incur significant costs to attract them. In addition, the ~~reference rates used~~loss of any of our senior management or other key employees or changes in the composition of our management team could materially and adversely affect our ability to execute their strategy and implement operational initiatives and have a material and adverse effect on our financial condition, liquidity and results of operations.

Our existing common shares will be cancelled without any recovery if the Restructuring Transactions are consummated. If the Restructuring Transactions contemplated by the Restructuring Support Agreement are consummated, all existing equity interests of the Company, including common shares, will be extinguished without any recovery. Additionally, if the Restructuring Support Agreement is terminated or if we are otherwise unable to consummate the Restructuring Transactions, it is unclear whether we would be able to reorganize our business and what, if anything, holders of claims against us would ultimately receive with respect to their claims.

If the ~~term loans~~New York Stock Exchange (NYSE) were to suspend trading in the Company’s common shares, liquidity in our common shares would be materially diminished. As a result of the announcement of the Restructuring Transactions or the initiation of the Chapter 11 Cases or the Dutch Scheme Proceedings, the NYSE may commence proceedings to delist the Company’s common shares and ~~Revolving Facility under~~suspend trading in the ~~Credit Agreement. The ICE Benchmark Administration Limited (ICE) ceased calculating~~Company’s common shares. Although the Company’s common shares are likely to begin trading in the over-the-counter markets in such circumstances, the over-the-counter markets are significantly more limited than the NYSE, and ~~publishing certain USD LIBOR tenors~~quotation on ~~December 31, 2021. ICE has also announced~~the over-the-counter markets may result in a less liquid market available for existing and potential shareholders to trade the common shares and could further depress the trading price of the common shares. We can provide no assurance that itthe common shares will ~~cease calculating and publishing all remaining USD LIBOR tenors~~trade on ~~June 30, 2023. It is unclear~~the over-the-counter markets, whether ~~new methods~~broker-dealers will continue to provide public quotes of ~~calculating LIBOR~~the common shares or whether the trading volume of the common shares will be ~~established such that it continues~~sufficient to exist after such end dates, and there is considerable uncertainty regarding the publication or representativeness of LIBOR beyond such end dates. The U.S. Federal Reserve, in conjunction with the Alternative Reference Rates Committee, is seeking to replace USD LIBOR with a newly created index (the secured overnight financing rate, or SOFR), calculated based on repurchase agreements booked by treasury securities. The Credit Agreement contains fallback provisions that would apply if the reference rates used thereunder were unavailable. Nevertheless, at this time, it is not possible to predict the effect that any discontinuance, modification or other reforms to LIBOR or any other reference rate, or the establishment of alternative reference rates, may have on LIBOR or other benchmarks, including LIBOR-based borrowings under the term loans and Revolving Facility under the Credit Agreement. Furthermore, the use of alternative reference rates or other reforms could cause the market value of, the applicable interest rate on and the amount of interest paid on our benchmark-based borrowings to be materially different than expected and could materially adversely impact our ability to refinance such borrowings or raise future indebtedness on a cost-effective basis.provide for an efficient trading market.

Item 2: Unregistered Sales of Equity Securities and Use of Proceeds

Information concerning the Company’s share repurchases made during the ~~second~~first quarter ended ~~June 30, 2022:~~March 31, 2023:

Period
Total Number of
Shares
Purchased (1)
Average Price
Paid Per Share
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans (2)
Maximum Number
of Shares that May
Yet Be Purchased
Under the Plans (2)
April 6,564 $ 7.95 — 2,426,177
May — $ — — 2,426,177
June 905 $ 2.32 — 2,426,177
Total 7,469 $ 7.27 —


Period	Total Number of Shares Purchased (1)	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans (2)	Maximum Number of Shares that May Yet Be Purchased Under the Plans (2)
January	46,611	$	2.30	—	2,426,177
February	65,983	$	2.50	—	2,426,177
March	165,263	$	3.24	—	2,426,177
Total	277,857	$	2.91	—

(1)All shares were surrendered or deemed surrendered to the Company in connection with the Company’s share-based compensation plans.

(2)The initial share repurchase plan was approved by the Board of Directors in 1997 and subsequently increased from time to time through 2012. The Company may purchase shares from time to time in open market purchases or privately negotiated transactions. The Company may make all or part of the purchases pursuant to accelerated share repurchases or Rule 10b5-1 plans. The share repurchase plan has no expiration date.

Item 3: Defaults Upon Senior Securities

~~None.~~Not applicable.

Item 4: Mine Safety Disclosures

Not applicable.

Item 5: Other Information

~~None.~~On May 20, 2023, the Board of Directors of the Company approved a cash retention award (the Retention Award) for James Barna in the amount of $100,000. The Retention Award is governed by the terms of a retention award letter (the Letter Agreement).

The Retention Award is payable within seven days after the date of the Letter Agreement. The Retention Award is subject to clawback and repayment by Mr. Barna if, prior to the one year anniversary of the payment date, Mr. Barna voluntarily resigns or his employment is terminated by the Company with cause (as defined in the Letter Agreement).

Table of Contents

DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES

FORM 10-Q as of March 31, 2023

(in millions, except share and per share amounts)

On May 16, 2023, the Company received a notice (the Initial NYSE Notice) from the NYSE that the Company is not in compliance with Section 802.01E of the NYSE Listed Company Manual as a result of its failure to timely file its Quarter Report on Form 10-Q for the quarterly period ended March 31, 2023 with the SEC.

The Initial NYSE Notice has no immediate effect on the listing of the Company’s common shares on the NYSE. The Initial NYSE Notice informed the Company that, under NYSE rules, the Company has six months from May 15, 2023 to regain compliance with the NYSE listing standards by filing the Form 10-Q with the SEC. The filing of this Quarterly Report on Form 10-Q rectifies the Company’s noncompliance with Section 802.01E.

On May 23, 2023, the Company received an additional notice (the “Additional NYSE Notice”) from the NYSE that the Company is not in compliance with Section 802.01B of the NYSE Listed Company Manual because its average global market capitalization over a consecutive 30 trading-day period was less than $50 million and, at the same time, its last reported shareholders’ equity was less than $50 million.

In accordance with applicable NYSE procedures, the Company has 45 days from receipt of the Additional NYSE Notice to submit a plan advising the NYSE of the definitive action(s) the Company has taken, or is taking, that would bring it into compliance with the minimum global market capitalization listing standard within 18 months of receipt of the Additional NYSE Notice. In light of the entry into the Restructuring Support Agreement, the Company is assessing its options with respect to bringing it into compliance with the NYSE continued listing standards within the required timeframe.

The Additional NYSE Notice has no immediate impact on the listing of the Company’s common shares on the NYSE. In the event that the Company fails to restore its compliance with the continued listing standards of Section 802.01B, its common shares will be subject to NYSE’s suspension and delisting procedures.

Table of Contents

DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES

FORM 10-Q as of ~~June 30, 2022~~March 31, 2023

(in millions, except share and per share amounts)

Item 6: Exhibits




3.1(i)						Amended and Restated Articles of Incorporation of Diebold, Incorporated – incorporated by reference to Exhibit 3.1(i) to Registrant’s Annual Report on Form 10-K for the year ended December 31, 1994 (Commission File No. 1-4879)

3.1(ii)						Certificate of Amendment by Shareholders to Amended Articles of Incorporation of Diebold, Incorporated – incorporated by reference to Exhibit 3.2 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 1996 (Commission File No. 1-4879)

3.1(iii)						Certificate of Amendment to Amended Articles of Incorporation of Diebold, Incorporated – incorporated by reference to Exhibit 3.3 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 1998 (Commission File No. 1-4879)

3.1(iv)						Certificate of Amendment to Amended Articles of Incorporation of Diebold Nixdorf, Incorporated – incorporated by reference to Exhibit 3.1(i) to Registrant’s Current Report on Form 8-K filed on December 12, 2016 (Commission File No. 1-4879)

3.1(v)						Certificate of Amendment to Amended Articles of Incorporation of Diebold Nixdorf, Incorporated, effective April 26, 2017 – incorporated by reference to Exhibit 3.5 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 (Commission File No. 1-4879)

3.1(vi)						Certificate of Amendment to Amended Articles of Incorporation of Diebold Nixdorf, Incorporated, effective March 9, 2022 – incorporated by reference to Exhibit 3.1(vi) to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2021 (Commission File No. 1-4879)

3.2						Amended and Restated Code of Regulations – incorporated by reference to Exhibit 3.1(ii) to Registrant’s Current Report on Form 8-K filed on February 17, 2017 (Commission File No. 1-4879)

~~10.1~~3.2(i)						Amended and Restated Code of Regulations – incorporated by reference to Exhibit 3.1 to Registrant’s Current Report on Form 8-K filed on February 6, 2023 (Commission File No. 1-4879)

1 0.1						Offer Letter, dated February 7, 2023, by and between Diebold Nixdorf, Incorporated ~~2017 Equity~~ and ~~Performance Incentive Plan,~~James Barna – incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed on February 9, 2023 (Commission File No. 1-4879)

10.2						Amendment and Limited Waiver dated as ~~amended May 6, 2022 -~~of March 21, 2023, between the Company, JPMorgan Chase Bank , N.A., as administrative agent and collateral agent and the other borrowers and lenders party thereto – incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K on March 21, 2023 (Commission File No. 1-4879)

10.3						Form of Deferred Cash Award Agreement – incorporated by reference to Exhibit 10.1 to the ~~Registrant's~~Registrant’s Current Report on Form 8-K filed on ~~May 11, 2022~~April 3, 2023 (Commission File ~~no.~~No. 1-4879)

10.4						Form of Performance Cash Award Agreement by and between Diebold Nixdorf, Incorporated and Participants

10.5						Form of Retention Agreement Letter by and between Diebold Nixdorf, Incorporated and Octavio Marquez, Olaf Heyden and Jonathan Leiken

10.6						Retention Agreement Letter by and between Diebold Nixdorf, Incorporate and James Barna

10.7						Restructuring Support Agreement, dated as of May 30 , 2023, among Diebold Nixdorf, Incorporated and the other parties thereto

21.1						Subsidiaries of the Registrant as of March 31, 2023

22.1						List of Subsidiary Guarantors

31.1						Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2						Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1						Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350

32.2						Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350

Table of Contents

DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES

FORM 10-Q as of March 31, 2023

(in millions, except share and per share amounts)


101.INS						Inline XBRL Instance Document

101.SCH						Inline XBRL Taxonomy Extension Schema Document

101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document

104						Cover Page Interactive Data File (embedded within the Inline XBRL document included in Exhibit 101)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

DIEBOLD NIXDORF, INCORPORATED

Date:

May 30, 2023

/s/ Octavio Marquez

By:

Octavio Marquez

President and Chief Executive Officer

(Principal Executive Officer)

Date:

~~August 9, 2022~~May 30, 2023

/s/ ~~Jeffrey Rutherford~~James Barna

By:

~~Jeffrey Rutherford~~James Barna

Executive Vice President and Chief Financial Officer

(Principal Financial Officer)


Part I - Financial Information			3
Item 1: Financial Statements			3
Condensed Consolidated Balance Sheets – ~~June~~ 3 0 ~~, 2022~~March 31, 2023 (Unaudited) and December 31, ~~2021~~2022			3
Condensed Consolidated Statements of Operations (Unaudited) – ~~Thre~~e ~~and~~S ix Three Months Ended ~~June~~ 3 0 ,March 31, 2023 and 2022 ~~and 202~~1			4
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) – ~~Thre~~e ~~andSix~~Three Months Ended ~~June~~ 3 0 ,March 31, 2023 and 2022 ~~and 202~~1			5
Condensed Consolidated Statements of Cash Flows (Unaudited) – ~~Six~~Three Months Ended ~~June~~ 3 0 ,March 31, 2023 and 2022 ~~and 202~~1			6
Notes to Condensed Consolidated Financial Statements (Unaudited)			7
Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations			3036
Item 3: Quantitative and Qualitative Disclosures About Market Risk			4553
Item 4: Controls and Procedures			4553
Part II - Other Information			4654
Item 1: Legal Proceedings			4654
Item 1A: Risk Factors			4654
Item 2: Unregistered Sales of Equity Securities and Use of Proceeds			4857
Item 3: Defaults Upon Senior Securities			4857
Item 4: Mine Safety Disclosures			4857
Item 5: Other Information			4857
Item 6: Exhibits			4959
Signatures			5061


		June 30, 2022		December 31, 2021			March 31, 2023		December 31, 2022
		(Unaudited)					(Unaudited)
ASSETS	ASSETS					ASSETS
Current assets	Current assets					Current assets
Cash, cash equivalents, and restricted cash	Cash, cash equivalents, and restricted cash	$	249.9	$	388.9	Cash, cash equivalents, and restricted cash	$	246.4	$	319.1
Short-term investments	Short-term investments	31.4		34.3		Short-term investments	16.6		24.6
Trade receivables, less allowances for doubtful accounts of $33.5 and $35.3, respectively		563.1		595.2
Trade receivables, less allowances for doubtful accounts of $32.4 and $34.5, respectively						Trade receivables, less allowances for doubtful accounts of $32.4 and $34.5, respectively	627.1		612.2
Inventories	Inventories	642.2		544.2		Inventories	639.5		588.1
Prepaid expenses	Prepaid expenses	48.1		48.2		Prepaid expenses	53.2		50.5
Current assets held for sale	Current assets held for sale	61.5		73.4		Current assets held for sale	6.9		7.9
Other current assets	Other current assets	252.4		203.1		Other current assets	219.5		168.5
Total current assets	Total current assets	1,848.6		1,887.3		Total current assets	1,809.2		1,770.9
Securities and other investments	Securities and other investments	8.2		11.0		Securities and other investments	7.4		7.6
Property, plant and equipment, net of accumulated depreciation and amortization of $466.6 and $494.3, respectively		117.2		138.1
Property, plant and equipment, net of accumulated depreciation and amortization of $490.1 and $479.4, respectively						Property, plant and equipment, net of accumulated depreciation and amortization of $490.1 and $479.4, respectively	120.1		120.7
Goodwill	Goodwill	688.9		743.6		Goodwill	702.2		702.3
Deferred income taxes		—		95.7

Customer relationships, net	Customer relationships, net	242.3		301.7		Customer relationships, net	199.9		213.6

Other assets	Other assets	276.9		329.8		Other assets	251.9		249.9
Total assets	Total assets	$	3,182.1	$	3,507.2	Total assets	$	3,090.7	$	3,065.0
LIABILITIES AND EQUITY	LIABILITIES AND EQUITY					LIABILITIES AND EQUITY
Current liabilities	Current liabilities					Current liabilities
Notes payable	Notes payable	$	10.8	$	47.1	Notes payable	$	83.7	$	24.0
Accounts payable	Accounts payable	718.1		706.3		Accounts payable	636.4		611.6
Deferred revenue	Deferred revenue	335.0		322.4		Deferred revenue	486.7		453.2
Payroll and other benefits liabilities	Payroll and other benefits liabilities	135.2		186.5		Payroll and other benefits liabilities	121.9		107.9
Current liabilities held for sale	Current liabilities held for sale	10.4		20.3		Current liabilities held for sale	8.5		6.8

Other current liabilities	Other current liabilities	446.8		466.8		Other current liabilities	405.7		401.4
Total current liabilities	Total current liabilities	1,656.3		1,749.4		Total current liabilities	1,742.9		1,604.9
Long-term debt	Long-term debt	2,411.7		2,245.6		Long-term debt	2,571.7		2,585.8
Pensions, post-retirement and other benefits	Pensions, post-retirement and other benefits	92.0		104.2		Pensions, post-retirement and other benefits	41.9		40.6

Deferred income taxes	Deferred income taxes	136.0		105.5		Deferred income taxes	100.7		96.6
Other liabilities	Other liabilities	133.3		139.5		Other liabilities	107.1		108.2

Equity	Equity					Equity
Diebold Nixdorf, Incorporated shareholders' equity	Diebold Nixdorf, Incorporated shareholders' equity					Diebold Nixdorf, Incorporated shareholders' equity
Preferred shares, no par value, 1,000,000 authorized shares, none issued	Preferred shares, no par value, 1,000,000 authorized shares, none issued	—		—		Preferred shares, no par value, 1,000,000 authorized shares, none issued	—		—
Common shares, $1.25 par value, 125,000,000 authorized shares, 95,687,758 and 94,599,742 issued shares, 79,043,588 and 78,352,333 outstanding shares, respectively		119.6		118.3
Common shares, $1.25 par value, 125,000,000 authorized shares, 96,563,247 and 95,779,719 issued shares, 79,609,121 and 79,103,450 outstanding shares, respectively						Common shares, $1.25 par value, 125,000,000 authorized shares, 96,563,247 and 95,779,719 issued shares, 79,609,121 and 79,103,450 outstanding shares, respectively	120.8		119.8
Additional capital	Additional capital	825.0		819.6		Additional capital	831.8		831.5
Retained earnings (accumulated deficit)	Retained earnings (accumulated deficit)	(1,204.7)		(822.4)		Retained earnings (accumulated deficit)	(1,517.8)		(1,406.7)
Treasury shares, at cost (16,644,170 and 16,247,409 shares, respectively)		(585.4)		(582.1)
Treasury shares, at cost (16,954,126 and 16,676,269 shares, respectively)						Treasury shares, at cost (16,954,126 and 16,676,269 shares, respectively)	(586.4)		(585.6)
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(412.2)		(378.5)		Accumulated other comprehensive loss	(353.7)		(360.0)
Equity warrants						Equity warrants	20.1		20.1
Total Diebold Nixdorf, Incorporated shareholders' equity	Total Diebold Nixdorf, Incorporated shareholders' equity	(1,257.7)		(845.1)		Total Diebold Nixdorf, Incorporated shareholders' equity	(1,485.2)		(1,380.9)
Noncontrolling interests	Noncontrolling interests	10.5		8.1		Noncontrolling interests	11.6		9.8
Total equity	Total equity	(1,247.2)		(837.0)		Total equity	(1,473.6)		(1,371.1)
Total liabilities and equity	Total liabilities and equity	$	3,182.1	$	3,507.2	Total liabilities and equity	$	3,090.7	$	3,065.0


		Three months ended				Six months ended					Three months ended
		June 30				June 30					March 31,
		2022		2021		2022		2021			2023		2022
Net sales	Net sales									Net sales
Services	Services	$	525.4	$	586.7	$	1,051.6	$	1,160.3	Services	$	516.4	$	526.2
Products	Products	326.3		356.8		629.9		727.1		Products	341.7		303.6
		851.7		943.5		1,681.5		1,887.4			858.1		829.8
Cost of sales	Cost of sales									Cost of sales
Services	Services	375.1		409.9		749.3		799.5		Services	363.0		374.2
Products	Products	315.8		281.7		586.1		562.8		Products	285.8		270.3
		690.9		691.6		1,335.4		1,362.3			648.8		644.5
Gross profit	Gross profit	160.8		251.9		346.1		525.1		Gross profit	209.3		185.3
Selling and administrative expense	Selling and administrative expense	213.8		204.8		394.8		408.2		Selling and administrative expense	183.8		181.0
Research, development and engineering expense	Research, development and engineering expense	33.1		35.6		65.4		69.7		Research, development and engineering expense	26.4		32.3
(Gain) loss on sale of assets, net		—		(1.4)		0.2		(1.9)
Loss on sale of assets, net										Loss on sale of assets, net	0.3		0.2
Impairment of assets	Impairment of assets	5.4		—		60.6		—		Impairment of assets	0.9		55.2
		252.3		239.0		521.0		476.0			211.4		268.7
Operating profit (loss)		(91.5)		12.9		(174.9)		49.1
Operating loss										Operating loss	(2.1)		(83.4)
Other income (expense)	Other income (expense)									Other income (expense)
Interest income	Interest income	1.0		2.3		2.3		4.0		Interest income	1.7		1.3
Interest expense	Interest expense	(49.6)		(49.7)		(97.7)		(98.4)		Interest expense	(81.9)		(48.1)
Foreign exchange gain (loss), net		2.3		(9.2)		(2.4)		(3.5)
Foreign exchange loss, net										Foreign exchange loss, net	(10.6)		(4.7)
Miscellaneous, net	Miscellaneous, net	4.6		2.7		7.2		2.0		Miscellaneous, net	2.6		2.6
Loss before taxes	Loss before taxes	(133.2)		(41.0)		(265.5)		(46.8)		Loss before taxes	(90.3)		(132.3)
Income tax expense (benefit)		64.2		(11.2)		115.1		(10.0)
Income tax expense										Income tax expense	21.1		50.9
Equity in loss of unconsolidated subsidiaries	Equity in loss of unconsolidated subsidiaries	(1.7)		(0.5)		(2.4)		(1.6)		Equity in loss of unconsolidated subsidiaries	(0.1)		(0.7)
Net loss	Net loss	(199.1)		(30.3)		(383.0)		(38.4)		Net loss	(111.5)		(183.9)
Net income (loss) attributable to noncontrolling interests		0.1		—		(0.7)		—
Net loss attributable to noncontrolling interests										Net loss attributable to noncontrolling interests	(0.4)		(0.8)
Net loss attributable to Diebold Nixdorf, Incorporated	Net loss attributable to Diebold Nixdorf, Incorporated	$	(199.2)	$	(30.3)	$	(382.3)	$	(38.4)	Net loss attributable to Diebold Nixdorf, Incorporated	$	(111.1)	$	(183.1)

Basic and diluted weighted-average shares outstanding	Basic and diluted weighted-average shares outstanding	79.0		78.3		78.9		78.2		Basic and diluted weighted-average shares outstanding	79.3		78.7

Net loss attributable to Diebold Nixdorf, Incorporated	Net loss attributable to Diebold Nixdorf, Incorporated									Net loss attributable to Diebold Nixdorf, Incorporated
Basic and diluted loss per share	Basic and diluted loss per share	$	(2.52)	$	(0.39)	$	(4.85)	$	(0.49)	Basic and diluted loss per share	$	(1.40)	$	(2.33)


		Six months ended					Three months ended
		June 30					March 31,
		2022		2021			2023		2022
Cash flow from operating activities	Cash flow from operating activities					Cash flow from operating activities
Net loss	Net loss	$	(383.0)	$	(38.4)	Net loss	$	(111.5)	$	(183.9)
Adjustments to reconcile net loss to cash flow used by operating activities:	Adjustments to reconcile net loss to cash flow used by operating activities:					Adjustments to reconcile net loss to cash flow used by operating activities:
Depreciation and amortization	Depreciation and amortization	29.1		38.5		Depreciation and amortization	11.7		14.5

Amortization of Wincor Nixdorf purchase accounting intangible assets	Amortization of Wincor Nixdorf purchase accounting intangible assets	36.1		39.8		Amortization of Wincor Nixdorf purchase accounting intangible assets	17.7		18.5
Amortization of deferred financing costs into interest expense	Amortization of deferred financing costs into interest expense	8.3		8.7		Amortization of deferred financing costs into interest expense	13.6		4.3
Share-based compensation	Share-based compensation	6.9		8.0		Share-based compensation	1.3		1.7

(Gain) loss on sale of assets, net		0.1		(1.9)
Loss on sale of assets, net						Loss on sale of assets, net	0.3		0.2

Impairment of assets	Impairment of assets	60.6		—		Impairment of assets	0.9		55.2
Deferred income taxes	Deferred income taxes	130.4		(3.9)		Deferred income taxes	2.9		—
Other	Other	1.7		—		Other	0.8		—
Changes in certain assets and liabilities	Changes in certain assets and liabilities					Changes in certain assets and liabilities
Trade receivables	Trade receivables	(4.3)		(2.3)		Trade receivables	(4.4)		35.2
Inventories	Inventories	(136.0)		(96.0)		Inventories	(39.6)		(83.0)
Accounts payable	Accounts payable	46.0		70.4		Accounts payable	15.4		(77.7)
Deferred revenue	Deferred revenue	24.0		(40.6)		Deferred revenue	25.5		54.2
Sales tax and net value added tax	Sales tax and net value added tax	(26.0)		(34.7)		Sales tax and net value added tax	(24.3)		(24.8)

Income taxes	Income taxes	(45.1)		(34.2)		Income taxes	(2.8)		38.1

Accrued salaries, wages and commissions	Accrued salaries, wages and commissions	(45.0)		(11.5)		Accrued salaries, wages and commissions	11.3		(21.3)
Restructuring accrual	Restructuring accrual	40.1		(10.1)		Restructuring accrual	(23.4)		(11.5)
Warranty liability	Warranty liability	(2.8)		(0.2)		Warranty liability	(1.1)		(0.4)

Pension and post retirement benefits	Pension and post retirement benefits	(9.9)		(2.7)		Pension and post retirement benefits	3.0		(22.5)
Certain other assets and liabilities	Certain other assets and liabilities	(37.8)		(32.6)		Certain other assets and liabilities	6.8		(23.0)
Net cash used by operating activities	Net cash used by operating activities	(306.6)		(143.7)		Net cash used by operating activities	(95.9)		(226.2)
Cash flow from investing activities	Cash flow from investing activities					Cash flow from investing activities
Capital expenditures	Capital expenditures	(8.1)		(6.2)		Capital expenditures	(5.7)		(4.0)
Capitalized software development	Capitalized software development	(17.4)		(11.2)		Capitalized software development	(5.4)		(7.6)
Proceeds from divestitures, net of cash divested	Proceeds from divestitures, net of cash divested	10.5		5.8		Proceeds from divestitures, net of cash divested	—		5.8

Proceeds from maturities of investments	Proceeds from maturities of investments	235.0		177.3		Proceeds from maturities of investments	71.9		126.8
Payments for purchases of investments	Payments for purchases of investments	(226.9)		(150.3)		Payments for purchases of investments	(62.5)		(126.8)
Proceeds from sale of assets		—		1.7

Net cash provided (used) by investing activities		(6.9)		17.1

Net cash used by investing activities						Net cash used by investing activities	(1.7)		(5.8)
Cash flow from financing activities	Cash flow from financing activities					Cash flow from financing activities

Revolving credit facility borrowings (repayments), net		192.0		20.9
Revolving credit facility borrowings, net						Revolving credit facility borrowings, net	22.7		75.0
Other debt borrowings	Other debt borrowings	1.9		7.4		Other debt borrowings	2.3		0.3
Other debt repayments	Other debt repayments	(7.9)		(5.2)		Other debt repayments	(2.1)		(4.7)
Contributions from noncontrolling interest holders		—		12.7

Other	Other	(5.7)		(6.3)		Other	(1.8)		(5.0)
Net cash provided by financing activities	Net cash provided by financing activities	180.3		29.5		Net cash provided by financing activities	21.1		65.6
Effect of exchange rate changes on cash, cash equivalents and restricted cash	Effect of exchange rate changes on cash, cash equivalents and restricted cash	(5.5)		(0.6)		Effect of exchange rate changes on cash, cash equivalents and restricted cash	1.9		1.5
Change in cash, cash equivalents and restricted cash	Change in cash, cash equivalents and restricted cash	(138.7)		(97.7)		Change in cash, cash equivalents and restricted cash	(74.6)		(164.9)
Add: Cash included in assets held for sale at beginning of period	Add: Cash included in assets held for sale at beginning of period	3.1		2.7		Add: Cash included in assets held for sale at beginning of period	2.8		3.1
Less: Cash included in assets held for sale at end of period	Less: Cash included in assets held for sale at end of period	3.4		5.2		Less: Cash included in assets held for sale at end of period	0.9		2.4
Cash, cash equivalents and restricted cash at the beginning of the period	Cash, cash equivalents and restricted cash at the beginning of the period	388.9		324.5		Cash, cash equivalents and restricted cash at the beginning of the period	319.1		388.9
Cash, cash equivalents and restricted cash at the end of the period	Cash, cash equivalents and restricted cash at the end of the period	$	249.9	$	224.3	Cash, cash equivalents and restricted cash at the end of the period	$	246.4	$	224.7


	Three months ended				Six months ended
	June 30				June 30
	2022		2021		2022		2021
Numerator
Income (loss) used in basic and diluted loss per share
Net loss	$	(199.1)	$	(30.3)	$	(383.0)	$	(38.4)
Net income (loss) attributable to noncontrolling interests	0.1		—		(0.7)		—
Net loss attributable to Diebold Nixdorf, Incorporated	$	(199.2)	$	(30.3)	$	(382.3)	$	(38.4)
Denominator
Weighted-average number of common shares used in basic and diluted loss per share (1)	79.0		78.3		78.9		78.2


Net loss attributable to Diebold Nixdorf, Incorporated
Basic and diluted loss per share	$	(2.52)	$	(0.39)	$	(4.85)	$	(0.49)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


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


		Cost Basis		Unrealized Gain / (Loss)		Fair Value			Cost Basis		Unrealized Gain		Fair Value
As of June 30, 2022
As of March 31, 2023								As of March 31, 2023
Short-term investments	Short-term investments							Short-term investments
Certificates of deposit	Certificates of deposit	$	31.4	$	—	$	31.4	Certificates of deposit	$	16.6	$	—	$	16.6

Long-term investments	Long-term investments							Long-term investments
Assets held in a rabbi trust	Assets held in a rabbi trust	$	4.9	$	0.2	$	5.1	Assets held in a rabbi trust	$	3.8	$	0.4	$	4.2

As of December 31, 2021
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	$	34.3	$	—	$	34.3	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	$	5.4	$	1.6	$	7.0	Assets held in a rabbi trust	$	4.3	$	0.1	$	4.4


		Legacy Reporting Units				New Reporting Unit
		Eurasia Banking		Americas Banking		Banking		Retail		Total			Banking		Retail		Total
Goodwill	Goodwill	$	590.4	$	444.7	$	—	$	236.2	$	1,271.3	Goodwill	$	903.6	$	269.6	$	1,173.2
Accumulated impairment	Accumulated impairment	(291.7)		(122.0)		—		(57.2)		(470.9)		Accumulated impairment	(413.7)		(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

Accumulated impairment		(291.7)		(122.0)		—		(57.2)		(470.9)
Balance at December 31, 2021		$	269.7	$	318.1	$	—	$	155.8	$	743.6

Balance at January 1, 2023												Balance at January 1, 2023	$	489.9	$	212.4	$	702.3

Currency translation adjustment	Currency translation adjustment	(6.3)		(1.0)		—		(4.4)		(11.7)		Currency translation adjustment	(0.1)		—		(0.1)
Goodwill	Goodwill	$	555.1	$	439.1	$	—	$	208.6	$	1,202.8	Goodwill	$	903.5	$	269.6	$	1,173.1

Accumulated impairment	Accumulated impairment	(291.7)		(122.0)		—		(57.2)		(470.9)		Accumulated impairment	(413.7)		(57.2)		(470.9)
Balance at March 31, 2022		$	263.4	$	317.1	$	—	$	151.4	$	731.9
Currency translation adjustment		—		—		(28.0)		(15.0)		(43.0)
Goodwill reassignment		(555.1)		(439.1)		922.2		72.0		—
Goodwill		$	—	$	—	$	894.2	$	265.6	$	1,159.8
Accumulated impairment reassignment		291.7		122.0		(413.7)		—		—

Accumulated impairment		$	—	$	—	$	(413.7)	$	(57.2)	$	(470.9)

Balance at June 30, 2022		$	—	$	—	$	480.5	$	208.4	$	688.9
Balance at March 31, 2023												Balance at March 31, 2023	$	489.8	$	212.4	$	702.2


	2022		2021
Beginning balance as of January 1	$	—	$	19.2

Redemption value adjustment	—		—
Termination of put option	—		(19.2)
Ending balance as of June 30	$	—	$	—


Derivative instrument	Classification on condensed consolidated statements of operations	Three months ended				Six months ended
		June 30				June 30
		2022		2021		2022		2021
Interest rate swaps and non-designated hedges	Interest expense	$	(1.5)	$	(2.2)	$	(3.6)	$	(4.1)

Foreign exchange forward contracts and cash flow hedges	Cost of sales	(0.4)		0.1		(0.4)		—
Foreign exchange forward contracts and cash flow hedges	Foreign exchange gain (loss), net	—		0.1		—		(4.1)
Total		$	(1.9)	$	(2.0)	$	(4.0)	$	(8.2)


Contract balance information	Trade receivables		Contract liabilities
Balance at December 31, 2021	$	595.2	$	322.4
Balance at June 30, 2022	$	563.1	$	335.0



	Six months ended						Percent of Total Net Sales for the Six months ended
	June 30						June 30
	2022		2021		% Change	% Change in CC (1)	2022	2021
Segments
Banking
Services	$	772.9	$	841.2	(8.1)	(5.2)	46.0	44.6
Products	380.0		436.8		(13.0)	(8.7)	22.5	23.1
Total Banking	1,152.9		1,278.0		(9.8)	(6.3)	68.5	67.7

Retail
Services	278.7		319.1		(12.7)	(5.2)	16.6	16.9
Products	249.9		290.3		(13.9)	(7.2)	14.9	15.4
Total Retail	528.6		609.4		(13.3)	(6.2)	31.5	32.3

Total net sales	$	1,681.5	$	1,887.4	(10.9)	(6.3)	100.0	100.0
(1) The Company calculates constant currency by translating the prior-year period results at the current year exchange rate.


		Six months ended					Three months ended
Summary of cash flows:	Summary of cash flows:	June 30, 2022		June 30, 2021		Summary of cash flows:	March 31, 2023		March 31, 2022
Net cash used by operating activities	Net cash used by operating activities	$	(306.6)	$	(143.7)	Net cash used by operating activities	$	(95.9)	$	(226.2)
Net cash provided (used) by investing activities		(6.9)		17.1
Net cash used by investing activities						Net cash used by investing activities	(1.7)		(5.8)
Net cash provided by financing activities	Net cash provided by financing activities	180.3		29.5		Net cash provided by financing activities	21.1		65.6
Effect of exchange rate changes on cash, cash equivalents and restricted cash	Effect of exchange rate changes on cash, cash equivalents and restricted cash	(5.5)		(0.6)		Effect of exchange rate changes on cash, cash equivalents and restricted cash	1.9		1.5
Change in cash, cash equivalents and restricted cash	Change in cash, cash equivalents and restricted cash	$	(138.7)	$	(97.7)	Change in cash, cash equivalents and restricted cash	$	(74.6)	$	(164.9)


	Summarized Balance Sheets
	June 30, 2022		December 31, 2021
Total current assets	$	513.0	$	511.8
Total non-current assets	$	1,952.5	$	2,032.2

Total current liabilities	$	1,550.1	$	1,476.0
Total non-current liabilities	$	2,083.7	$	1,970.9


			June 30, 2022						December 31, 2021								March 31, 2023						December 31, 2022
		Weighted-average remaining useful lives	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount			Weighted-average remaining useful lives	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Customer relationships, net	Customer relationships, net	3.7 years	$	645.0	$	(402.7)	$	242.3	$	703.3	$	(401.6)	$	301.7	Customer relationships, net	3.0 years	$	675.3	$	(475.4)	$	199.9	$	662.3	$	(448.7)	$	213.6

Capitalized Software Development	Capitalized Software Development	1.7 years	232.5		(186.9)		45.6		228.1		(184.9)		43.2		Capitalized Software Development	2.4 years	253.3		(209.6)		43.7		245.2		(202.7)		42.5
Development costs non-software	Development costs non-software	0.8 years	46.9		(46.8)		0.1		51.8		(51.6)		0.2		Development costs non-software	0.4 years	49.7		(49.6)		0.1		48.7		(48.7)		—
Other intangibles	Other intangibles	5.4 years	47.9		(45.7)		2.2		50.8		(48.4)		2.4		Other intangibles	4.7 years	49.3		(47.9)		1.4		48.7		(47.2)		1.5
Other intangible assets, net	Other intangible assets, net		327.3		(279.4)		47.9		330.7		(284.9)		45.8		Other intangible assets, net		352.3		(307.1)		45.2		342.6		(298.6)		44.0
Total	Total		$	972.3	$	(682.1)	$	290.2	$	1,034.0	$	(686.5)	$	347.5	Total		$	1,027.6	$	(782.5)	$	245.1	$	1,004.9	$	(747.3)	$	257.6


		Summarized Statements of Operations					Summarized Statements of Operations
		Six months ended		Year ended			Three months ended		Year ended
		June 30, 2022		December 31, 2021			March 31, 2023		December 31, 2022
Net sales	Net sales	$	501.5	$	1,038.3	Net sales	$	643.8	$	2,521.2
Cost of sales	Cost of sales	376.1		767.3		Cost of sales	478.2		1,857.8
Selling and administrative expense	Selling and administrative expense	168.6		366.9		Selling and administrative expense	182.3		690.0
Research, development and engineering expense	Research, development and engineering expense	19.0		35.8		Research, development and engineering expense	22.1		83.4
Impairment of assets	Impairment of assets	40.2		—		Impairment of assets	0.9		52.0
Gain on sale of assets, net		—		(0.3)
Gain (loss) on sale of assets, net						Gain (loss) on sale of assets, net	0.3		(4.6)
Interest income	Interest income	(1.2)		1.0		Interest income	0.9		1.6
Interest expense	Interest expense	(76.0)		(139.7)		Interest expense	(73.9)		(298.3)
Foreign exchange gain (loss), net	Foreign exchange gain (loss), net	11.6		8.3		Foreign exchange gain (loss), net	2.4		36.5
Miscellaneous, net	Miscellaneous, net	28.7		100.1		Miscellaneous, net	(4.7)		(13.2)
Loss from continuing operations before taxes	Loss from continuing operations before taxes	$	(139.3)	$	(161.7)	Loss from continuing operations before taxes	$	(115.3)	$	(430.8)

Net (loss) income		$	(383.0)	$	(78.8)
Net (loss) income attributable to Diebold Nixdorf, Incorporated		$	(382.3)	$	(78.8)
Net loss						Net loss	$	(127.0)	$	(494.7)