DBD 10-K Annual Report Dec. 31, 2018 | Alphaminr
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DBD 10-K Fiscal year ended Dec. 31, 2018

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DIEBOLD NIXDORF, INC
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TABLE OF CONTENTS
Part IItem 1: BusinessItem 1A: Risk FactorsItem 1B: Unresolved Staff CommentsItem 2: PropertiesItem 3: Legal ProceedingsItem 4: Mine Safety DisclosuresPart IIItem 5: Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6: Selected Financial DataItem 7: Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A: Quantitative and Qualitative Disclosures About Market RiskItem 8: Financial Statements and Supplementary DataNote 1: Summary Of Significant Accounting PoliciesNote 2: Earnings (loss) Per ShareNote 3: Share-based Compensation and EquityNote 4: Income TaxesNote 5: InventoriesNote 6: Property, Plant and EquipmentNote 7: InvestmentsNote 8: Goodwill and Other AssetsNote 9: Guarantees and Product WarrantiesNote 10: RestructuringNote 11: DebtNote 12: Redeemable Noncontrolling InterestsNote 13: Accumulated Other Comprehensive LossNote 14: Acquisitions and DivestituresNote 15: Benefit PlansNote 16: LeasesNote 17: Derivative Instruments and Hedging ActivitiesNote 18: Fair Value Of Assets and LiabilitiesNote 19: Commitments and ContingenciesNote 20: Segment and Net Sales InformationNote 21: Quarterly Financial Information (unaudited)Note 22: Supplemental Guarantor InformationItem 9: Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A: Controls and ProceduresItem 9B: Other InformationPart IIIItem 10: Directors, Executive Officers and Corporate GovernanceItem 11: Executive CompensationItem 12: Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13: Certain Relationships and Related Transactions and Director IndependenceItem 14: Principal Accountant Fees and ServicesPart IVItem 15: Exhibits and Financial Statement SchedulesItem 16: Form 10-k Summary

Exhibits

2.1 Business Combination Agreement, dated November 23, 2015, by and among Diebold, Incorporated and Wincor Nixdorf Aktiengesellschaft incorporated by reference to Exhibit 2.1 to Registrants Current Report on Form 8-K filed on November 23, 2015 (Commission File No. 1-4879) 2.2 Asset Purchase Agreement, dated as of October 25, 2015, by and among Diebold, Incorporated, The Diebold Company of Canada, LTD., Securitas Electronic Security, Inc. and 9481176 Canada Inc. incorporated by reference to Exhibit 2.1 to Registrants Current Report on Form 8-K filed on February 4, 2016 (Commission File No. 1-4879) 3.1 (iv) Certificate of Amendment to Amended Articles of Incorporation of Diebold, Incorporated incorporated by reference to Exhibit 3.1(i) to Registrants 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 incorporated by reference to Exhibit 3.5 to Registrants Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 (File No. 1-4879) 3.2 Amended and Restated Code of Regulations incorporated by reference to Exhibit 3.1(i) to Registrants Current Report on Form 8-K filed on February 17, 2017 (Commission File No. 1-4879) 4.1 (i) Indenture, dated as of April 19, 2016, among Diebold, Incorporated, as issuer, the subsidiaries of Diebold, Incorporated named therein as guarantors and U.S. Bank National Association, as trustee incorporated by reference to Exhibit 4.1 to Registrants Current Report on Form 8-K filed on April 19, 2016 (Commission File No. 1-4879) 4.1 (ii) First Supplemental Indenture, dated as of November 29, 2018, among Diebold Nixdorf, Incorporated, the Guaranteeing Subsidiaries named therein and U.S. Bank National Association, as trustee 4.1 (iii) Second Supplemental Indenture, dated as of February 29, 2019, among Diebold Nixdorf, Incorporated, the Guaranteeing Subsidiary named therein and U.S. Bank National Association, as trustee *10.1(i) Form of Amended and Restated Employment Agreement incorporated by reference to Exhibit 10.1 to Registrants Annual Report on Form 10-K for the year ended December 31, 2008 (Commission File No. 1-4879) *10.1(ii) Form of Amended and Restated Employment Agreement incorporated by reference to Exhibit 10.1(ii) to Registrants Annual Report on Form 10-K for the year ended December 31, 2013 (Commission File No. 1-4879) *10.1(iii) Form of Employee Agreement incorporated by reference to Exhibit 10.1 to Registrants Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 (Commission File No. 1-4879) *10.2(i) Supplemental Employee Retirement Plan I as amended and restated January 1, 2008 incorporated by reference to Exhibit 10.5(i) to Registrants Annual Report on Form 10-K for the year ended December 31, 2008 (Commission File No. 1-4879) *10.2(iii) Pension Restoration Supplemental Executive Retirement Plan incorporated by reference to Exhibit 10.5(iii) to Registrants Annual Report on Form 10-K for the year ended December 31, 2008 (Commission File No. 1-4879) *10.2(iv) Pension Supplemental Executive Retirement Plan incorporated by reference to Exhibit 10.5(iv) to Registrants Annual Report on Form 10-K for the year ended December 31, 2008 (Commission File No. 1-4879) *10.2(v) 401(k) Restoration Supplemental Executive Retirement Plan incorporated by reference to Exhibit 10.5(v) to Registrants Annual Report on Form 10-K for the year ended December 31, 2008 (Commission File No. 1-4879) *10.2(vi) 401(k) Supplemental Executive Retirement Plan incorporated by reference to Exhibit 10.5(vi) to Registrants Annual Report on Form 10-K for the year ended December 31, 2008 (Commission File No. 1-4879) *10.2(vii) Amendment to 401(k) Restoration Supplemental Executive Retirement Plan *10.3(iv) Deferred Compensation Plan No. 2 for Directors of Diebold, Incorporated incorporated by reference to Exhibit 10.7(iv) to Registrants Annual Report on Form 10-K for the year ended December 31, 2008 (Commission File No. 1-4879) *10.3(v) First Amendment to Deferred Compensation Plan No. 2 for Directors of Diebold, Incorporated incorporated by reference to Exhibit 10.4 to Registrants Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 (Commission File No. 1-4879) *10.4(v) Amended and Restated 1991 Equity and Performance Incentive Plan as Amended and Restated as of April 13, 2009 incorporated by reference to Exhibit 10.1 to Registrants Current Report on Form 8-K filed on April 29, 2009 (Commission File No. 1-4879) *10.4(vi) Amended and Restated 1991 Equity and Performance Incentive Plan as Amended and Restated as of February 12, 2014 incorporated by reference to Exhibit 10.2 to Registrants Current Report on Form 8-K filed on April 30, 2014 (Commission File No. 1-4879) *10.6(ii) Deferred Incentive Compensation Plan No. 2 incorporated by reference to Exhibit 10.10 to Registrants Annual Report on Form 10-K for the year ended December 31, 2008 (Commission File No. 1-4879) 10.9(i) Credit Agreement, dated as of November 23, 2015, among Diebold, Incorporated, the subsidiary borrowers from time to time party thereto, the lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as administrative agent incorporated by reference to Exhibit 10.1 to Registrants Amendment No. 1 to Registration Statement on Form S-4/A filed on January 8, 2016 (Registration No. 333-208186) 10.9(ii) Replacement Facilities Effective Date Amendment, dated as of December 23, 2015, among Diebold, Incorporated, and the subsidiary borrower party thereto, the guarantors party thereto, JPMorgan Chase Bank, N.A, as administrative agent, and the lenders party thereto incorporated by reference to Exhibit 10.2 to Registrants Amendment No. 1 to Registration Statement on Form S-4/A filed on January 8, 2016 (Registration No. 333-208186) 10.9(iii) Second Amendment to Credit Agreement, dated as of May 6, 2016, among Diebold, Incorporated, the subsidiary borrowers party thereto, the guarantors party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto incorporated by reference to Exhibit 10.1 to Registrants Current Report on Form 8-K filed on May 12, 2016 (Commission File No. 1-4879) 10.9(iv) Third Amendment to Credit Agreement, dated as of August 16, 2016, between Diebold, Incorporated and JPMorgan Chase Bank, N.A., as administrative agent incorporated by reference to Exhibit 10.34 to Registrants Annual Report on Form 10-K for the year ended December 31, 2016 (Commission File No. 1-4879) 10.9(v) Fourth Amendment to Credit Agreement, dated as of February 14, 2017, between Diebold, Incorporated and JP Morgan Chase Bank, N.A. as administrative agent 10.9(vi) Incremental Amendment to Credit Agreement, dated as of May 9, 2017, among Diebold Nixdorf, Incorporated, the subsidiary borrowers party thereto, the guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent incorporated by reference to Exhibit 10.12 to Registrants Quarterly Report on Form 10-Q for the quarter ended June 30, 2017 (Commission File No. 1-4879) 10.9(vii) Fifth Amendment, dated as of April 17, 2018, among Diebold Nixdorf, Incorporated, the subsidiary borrower party thereto, the guarantor party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent incorporated by reference to Exhibit 10.1 to Registrants Current Report on Form 8-K filed on April 20, 2018 (Commission File No. 1-4879) 10.9(viii) Sixth Amendment and Incremental Amendment, dated as of August 31, 2018, among Diebold Nixdorf, Incorporated, the subsidiary borrowers party thereto, the guarantor party thereto, the lenders party thereto and JP Morgan Chase Bank, N.A., as administrative agent incorporated by reference to Exhibit 10.1 to Registrant's Current Report on Form 8-K filed on September 4, 2018 (Commission File No. 1-4879) *10.11 Form of Non-Qualified Stock Option Agreement incorporated by reference to Exhibit10.1 to Registrants Current Report on Form8-K filed on September 21, 2009 (Commission File No. 1-4879) *10.12 Form of Restricted Share Agreement incorporated by reference to Exhibit 10.2 to Registrants Current Report on Form 8-K filed on September 21, 2009 (Commission File No. 1-4879) *10.13 Form of RSU Agreement incorporated by reference to Exhibit 10.3 to Registrants Current Report on Form 8-K filed on September 21, 2009 (Commission File No. 1-4879) *10.14 Form of Performance Share Agreement incorporated by reference to Exhibit 10.4 to Registrants Current Report on Form 8-K filed on September 21, 2009 (Commission File No. 1-4879) *10.15(ii) Diebold, Incorporated Annual Cash Bonus Plan incorporated by reference to Exhibit 10.1 to Registrants Current Report on Form 8-K filed on April 28, 2015 (Commission File No. 1-4879) *10.16(i) Form of Deferred Shares Agreement incorporated by reference to Exhibit 10.5 to Registrants Current Report on Form 8-K filed on September 21, 2009 (Commission File No. 1-4879) *10.16(ii) Form of Deferred Shares Agreement(2014) incorporated by reference to Exhibit 10.17(ii) to Registrants Annual Report on Form 10-K for the year ended December 31, 2014 (Commission File No. 1-4879) *10.17(i) Diebold, Incorporated Senior Leadership Severance Plan (For Tier I, Tier II, and Tier III Executives) incorporated by reference to Exhibit 10.31 to Registrants Quarterly Report on Form 10-Q filed on April 30, 2012 (Commission File No. 1-4879) *10.17(ii) Senior Leadership Severance Plan, Amended and Restated Effective November 7, 2018 incorporated by reference to Exhibit 10.4 to Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2018 (Commission File No. 1 - 4879) *10.18 CEO Common Shares Award Agreement incorporated by reference to Exhibit 4.5 to Registrants Registration Statement on Form S-8 filed on August 15, 2013 (Registration No. 333-190626) *10.19 2014 Non-Qualified Stock Purchase Plan incorporated by reference to Exhibit 10.1 to Registrants Current Report on Form 8-K filed on April 30, 2014 (Commission File No. 1-4879) *10.20 Form of Long-Term Incentive Deferred Share Agreement (2014) incorporated by reference to Exhibit 10.22 to Registrants Annual Report on Form 10-K for the year ended December 31, 2014 (Commission File No. 1-4879) *10.21 Form of Performance Share Agreement incorporated by reference to Exhibit 10.27 to Registrants Annual Report on Form 10-K for the year ended December 31, 2015 (Commission File No. 1-4879) *10.22 Form of Nonqualified Stock Option Agreement incorporated by reference to Exhibit 10.28 to Registrants Annual Report on Form 10-K for the year ended December 31, 2015 (Commission File No. 1-4879) *10.23 Form of Restricted Stock Unit Agreement - Cliff Vesting incorporated by reference to Exhibit 10.29 to Registrants Annual Report on Form 10-K for the year ended December 31, 2015 (Commission File No. 1-4879) *10.24 Form of Restricted Stock Unit Agreement - Ratable Vesting incorporated by reference to Exhibit 10.30 to Registrants Annual Report on Form 10-K for the year ended December 31, 2015 (Commission File No. 1-4879) *10.25 Form of Restricted Share Agreement incorporated by reference to Exhibit 10.31 to Registrants Annual Report on Form 10-K for the year ended December 31, 2015 (Commission File No. 1-4879) *10.26 Domination and Profit and Loss Transfer Agreement, dated September 26, 2016, by and among Diebold Holding Germany Inc. & Co. KGaA and Wincor Nixdorf AG (English translation) incorporated by reference to Exhibit 10.1 to Registrants Current Report on Form 8-K filed on September 29, 2016 (Commission File No. 1-4879) *10.27 Form of Synergy Grant Performance Share Agreement incorporated by reference to Exhibit 10.1 to Registrants Current Report on Form 8-K filed on February 13, 2017 (Commission File No. 1-4879) *10.28 Jrgen Wunram service agreement incorporated by reference to Registrants Annual Report on Form 10-K for the year ended December 31, 2016 (Commission File No. 1-4879) *10.29 Offer Letter - Jrgen Wunram incorporated by reference to Exhibit 10.1 to Registrants Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 (Commission File No. 1-4879) *10.30 Jrgen Wunram Amended Service Agreement incorporated by reference to Exhibit 10.4 to Registrants Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 (Commission File No. 1-4879) *10.31 Jrgen Wunram Separation Agreement incorporated by reference to Exhibit 10.1 to Registrants Quarterly Report on Form 10-Q for the quarter ended March 31, 2018 (Commission File No. 1-4879) *10.32 Offer Letter - Olaf Heyden incorporated by reference to Exhibit 10.2 to Registrants Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 (Commission File No. 1-4879) *10.33 Olaf Heyden Amended Service Agreement incorporated by reference to Exhibit 10.5 to Registrants Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 (Commission File No. 1-4879) *10.34 Offer Letter - Ulrich Nher incorporated by reference to Exhibit 10.3 to Registrants Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 (Commission File No. 1-4879) *10.35 Ulrich Nher Amended Service Agreement incorporated by reference to Exhibit 10.6 to Registrants Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 (Commission File No. 1-4879) *10.36 Dr. Ulrich Nher Amendment to management Board Member's Service Agreement *10.37 Eckard Heidloff service agreement incorporated by reference to Registrants Annual Report on Form 10-K for the year ended December 31, 2016 (Commission File No. 1-4879) *10.38 Eckard Heidloff severance agreement incorporated by reference to Registrants Annual Report on Form 10-K for the year ended December 31, 2016 (Commission File No. 1-4879) *10.39 Diebold Nixdorf, Incorporated 2017 Equity and Performance Incentive Plan, as amended April 25 2018 incorporated by reference to Exhibit 10.1 to Registrants Current Report on Form 8-K filed on April 27, 2018 (Commission File No. 1-4879) *10.40 Form of Non-Qualified Stock Option Agreement (2017 Plan) incorporated by reference to Exhibit 10.1 to Registrants Current Report on Form 8-K filed on April 28, 2017 (Commission File No. 1-4879) *10.41 Form of Restricted Share Agreement (2017 Plan) incorporated by reference to Exhibit 10.2 to Registrants Current Report on Form 8-K filed on April 28, 2017 (Commission File No. 1-4879) *10.42 Form of Restricted Stock Unit Agreement - Cliff Vest (2017 Plan) incorporated by reference to Exhibit 10.3 to Registrants Current Report on Form 8-K filed on April 28, 2017 (Commission File No. 1-4879) *10.43 Form of Restricted Stock Unit Agreement - Ratable Vest (2017 Plan) incorporated by reference to Exhibit 10.4 to Registrants Current Report on Form 8-K filed on April 28, 2017 (Commission File No. 1-4879) *10.44 Form of Restricted Stock Unit Agreement - Non-employee Directors (2017 Plan) incorporated by reference to Exhibit 10.5 to Registrants Current Report on Form 8-K filed on April 28, 2017 (Commission File No. 1-4879) *10.45 Form of Stock Appreciation Rights Agreement (2017 Plan) incorporated by reference to Exhibit 10.6 to Registrants Current Report on Form 8-K filed on April 28, 2017 (Commission File No. 1-4879) *10.46 Form of Performance Shares Agreement (2017 Plan) incorporated by reference to Exhibit 10.7 to Registrants Current Report on Form 8-K filed on April 28, 2017 (Commission File No. 1-4879) *10.47 Form of Performance Units Agreement (2017 Plan) incorporated by reference to Exhibit 10.8 to Registrants Current Report on Form 8-K filed on April 28, 2017 (Commission File No. 1-4879) *10.48 Form of Performance Cash Award Agreement (2017 Plan) incorporated by reference to Exhibit 10.1 to Registrant's Current Report on Form 8-K filed on February 1, 2019 (Commission File No. 1-4879) *10.49 Christopher Chapman Service Agreement incorporated by reference to Exhibit 10.7 to Registrants Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 (Commission File No. 1-4879) *10.50 Dr. Jrgen Wunram Amendment to Management Board Member's Service Agreement incorporated by reference to Exhibit 10.48 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2017 (Commission File No. 1-4879) *10.51 Mr. Olaf Heyden Extension of Management Board Member's Service Agreement incorporated by reference to Exhibit 10.49 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2017 (Commission File No. 1-4879) *10.52 Dr. Ulrich Nher Amendment to Management Board Member's Service Agreement incorporated by reference to Exhibit 10.50 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2017 (Commission File No. 1-4879) *10.53 C. Chapman February 16, 2018 Letter Agreement incorporated by reference to Exhibit 10.51 to Registrants Annual Report on Form 10-K for the year ended December 31, 2017 (Commission File No. 1-4879) *10.54 Offer Letter, dated February 21, 2018, by and between Diebold Nixdorf, Incorporated and Gerrard Schmid incorporated by reference to Exhibit 10.1 to Registrants Current Report on Form 8-K filed on February 21, 2018 (Commission File No. 1-4879) *10.55 Consulting Agreement, dated October 1, 2018, between Diebold Nixdorf, Incorporated and Christopher Chapman incorporated by reference to Exhibit 10.2 to Registrants Quarterly Report on Form 10-Q for the quarter ended September 30, 2018 (Commission File No. 1-4879) *10.56 Offer Letter, dated February 21, 2018, by and between Diebold Nixdorf, Incorporated and Gerrard Schmid incorporated by reference to Exhibit 10.1 to Registrants Current Report on Form 8-K filed on February 21, 2018 (Commission File No. 1-4879) *10.57 CEO Inducement Award Agreement, dated February 21, 2018, by and between Diebold Nixdorf, Incorporated and Gerrard Schmid incorporated by reference to Exhibit 10.2 to Registrants Current Report on Form 8-K filed on February 21, 2018 (Commission File No. 1-4879) *10.58 Change in Control Agreement, dated February 21, 2018, by and between Diebold Nixdorf, Incorporated and Gerrard Schmid incorporated by reference to Exhibit 10.3 to Registrants Current Report on Form 8-K filed on February 21, 2018 (Commission File No. 1-4879) *10.59 Independent Contractor Agreement, dated October 1, 2018, between Diebold Nixdorf, Incorporated and Jeffrey Rutherford incorporated by reference to Exhibit 10.1 to Registrants Quarterly Report on Form 10-Q for the quarter ended September 30, 2018 (Commission File No. 1-4879) 21.1 Subsidiaries of the Registrant as of December 31, 2018 23.1 Consent of Independent Registered Public Accounting Firm 24.1 Power of Attorney 31.1 Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18U.S.C. Section 1350 32.2 Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18U.S.C. Section 1350