Investor Relations December Investor Presentation

Transcription

1 Investor Relations December 2016 Investor Presentation

2 Use of non-gaap financial information Diebold has included non-gaap financial measures in this presentation to supplement Diebold s condensed consolidated financial statements presented on a GAAP basis. Definitions of these non-gaap financial measures and reconciliations of these non-gaap financial measures to the most directly comparable GAAP financial measures are included elsewhere in this presentation. Diebold s management uses constant currency, non-gaap revenue, non-gaap product, service and total gross margins, non-gaap operating expense, non-gaap operating profit, non-gaap total segment operating profit, non-gaap effective tax rate, non-gaap net earnings, EBITDA, adjusted EBITDA and non-gaap diluted earnings per share, and excludes gains, losses or other charges that are considered by Diebold s management to be outside of Diebold s core business segment operating results. Net debt and free cash flow are liquidity measures that provide useful information to management about the amount of cash available for investment in Diebold s businesses, funding strategic acquisitions, repurchasing stock and other purposes. The company calculates constant currency by translating the prior year results at the current year exchange rate. These non-gaap financial measures may have limitations as analytical tools, and these measures should not be considered in isolation or as a substitute for analysis of Diebold s results as reported under GAAP. Items such as impairment of goodwill and intangible assets, though not directly affecting Diebold s cash position, represent the loss in value of goodwill and intangible assets over time. The impairment expense associated with this loss in value is not included in non-gaap operating profit, non-gaap net earnings, non-gaap diluted earnings per share and therefore does not reflect the full economic effect of the loss in value of those goodwill and intangible assets. In addition, items such as restructuring charges and non-routine expenses that are excluded from non-gaap gross profit, non-gaap operating expense, non-gaap operating profit, non-gaap net earnings, and non-gaap diluted earnings per share can have a material impact on cash flows and earnings per share. In addition, free cash flow does not represent the total increase or decrease in the cash balance for the period. The non-gaap financial information that we provide also may differ from the non-gaap information provided by other companies. We compensate for the limitations on our use of these non-gaap financial measures by relying primarily on our GAAP financial statements and using non-gaap financial measures only supplementally. We also provide robust and detailed reconciliations of each non-gaap financial measure to the most directly comparable GAAP measure, and we encourage investors to review carefully those reconciliations. We believe that providing these non-gaap financial measures in addition to the related GAAP measures provides investors with greater transparency to the information used by Diebold s management in its financial and operational decision-making and allows investors to see Diebold s results through the eyes of management. We further believe that providing this information better enables investors to understand Diebold s operating performance and to evaluate the efficacy of the methodology and information used by management to evaluate and measure such performance. 1 DIEBOLD NIXDORF

3 Forward-looking statements In this presentation, statements that are not reported financial results or other historical information are forward-looking statements. Forward-looking statements give current expectations or forecasts of future events and are not guarantees of future performance. These forward-looking statements relate to, among other things, the company s future operating performance, the company's share of new and existing markets, the company's short- and long-term revenue and earnings growth rates, and the company s implementation of cost-reduction initiatives and measures to improve pricing, including the optimization of the company s manufacturing capacity. The use of the words will, believes, anticipates, expects, intends and similar expressions is intended to identify forward-looking statements that have been made and may in the future be made by or on behalf of the company. Although the company believes that these forward-looking statements are based upon reasonable assumptions regarding, among other things, the economy, its knowledge of its business, and on key performance indicators that impact the company, these forward-looking statements involve risks, uncertainties and other factors that may cause actual results to differ materially from those expressed in or implied by the forward-looking statements. The company is not obligated to update forward-looking statements, whether as a result of new information, future events or otherwise. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Some of the risks, uncertainties & other factors that could cause actual results to differ materially from those expressed in or implied by the forward-looking statements include, but are not limited to: the ultimate outcome and results of integrating operations with Wincor Nixdorf, the ultimate outcome of operating strategy applied to Wincor Nixdorf and the ultimate ability to realize synergies; the effectiveness, implementation, ultimate impact and outcome of the Domination and Profit and Loss Transfer Agreement (DPLTA) between Diebold and Wincor Nixdorf including the relevant shareholders resolutions approving the DPLTA may be voided or that effectiveness of the DPLTA may be delayed as a result of litigation or otherwise; the success of the Company's strategic business alliance with Securitas AB; the Company s ability to successfully launch and operate its joint ventures in China with the Aisino Corp. and Inspur Group the Company's ability to reduce stranded costs related to its NA electronic security business from its ongoing operations; competitive pressures, including pricing pressures and technological developments; changes in the company's relationships with customers, suppliers, distributors and/or partners in its business ventures; changes in political, economic, or other factors such as currency exchange rates, inflation rates, recessionary or expansive trends, taxes and regulations and laws affecting the worldwide business in each of the company's operations, including any impact related to the United Kingdom s likely exit from the European Union; global economic conditions, including any additional deterioration and disruption in the financial markets, including the bankruptcies, restructurings or consolidations of financial institutions, which could reduce our customer base and/or adversely affect our customers' ability to make capital expenditures, as well as adversely impact the availability and cost of credit; acceptance of the company's product and technology introductions in the marketplace; the company's ability to maintain effective internal controls; changes in the company's intention to further repatriate cash and cash equivalents and short-term investments residing in international tax jurisdictions, which could negatively impact foreign and domestic taxes; unanticipated litigation, claims or assessments, as well as the outcome/impact of any current/pending litigation, claims or assessments; variations in consumer demand for financial self-service technologies, products and services; potential security violations to the company's information technology systems; the investment performance of our pension plan assets, which could require us to increase our pension contributions, and significant changes in healthcare costs, including those that may result from government action; the amount and timing of repurchases of the company's common shares, if any; and the company's ability to achieve benefits from its cost-reduction initiatives and other strategic changes, as well as its business process outsourcing initiative. 2 DIEBOLD NIXDORF

4 A world leader in driving connected commerce. An innovation partner for nearly all of the world s top 100 financial institutions and a majority of the top 25 global retailers. We are shaping the future of consumer transactions.

5 Global footprint ~40% Americas ~40% EMEA ~20% Asia Pacific Note: EUR / USD = as of 11/20/15 ECB reference rate 1) Based on trailing 12 months revenue for Diebold and Wincor through September 30, Wincor s regional revenue split has been adjusted to align more closely with Diebold s regional definitions. 4 DIEBOLD NIXDORF

6 We deliver innovative solutions to banks and retailers Targeting >60% revenue mix for services and software Services Maintenance & Break Fix Services Value Added Services Managed Services Cash Cycle Management Store and Branch Modernization Installation Services Large in-house global service network with ~14,500 members Resolving more than 10 million service calls per year Software Omnichannel Banking and Retail Platform Self-Service Marketing Operations/Asset Management Security, Monitoring & Systems Integration A global leader in overall ATM application and multivendor software market 1 In US, 11 of the top 15 financial institutions are using Diebold Nixdorf software 2 Systems Banking Intelligent Deposit Cash Recyclers and Dispensers Teller Automation Retail Electronic Point-of-Sale Automated Checkout Kiosks Postal and Transport 2+ million installed epos and ATM terminals 1 out of 3 ATMs globally is Diebold Nixdorf Note 1) According to RBR s ATM Software 2016 report 2) Diebold Nixdorf internal estimates 5 DIEBOLD NIXDORF

7 Pursuing an addressable market of ~$60 billion ~$60 billion addressable market opportunity for Diebold Nixdorf Branch Transformation (~$30 billion TAM) 1 Market Payment (~$15 billion TAM) 1 Size ($bn) Self-service value-added services $12 Branch Transformation 4 HW & SW, Break-fix Services 7 Cash-in Transit, Behind the Counter 7 Total $30 Market Size ($bn) Aevi $10 Omnichannel 5 Total $15 Retail Automation (~$15 billion TAM) 1 Market Size ($bn) HW & SW Peripherals $8 HW & SW Maintenance 6 Back-end Cash Management 1 Players Players Players Growth opportunities are primarily in developed countries Note 1) Total addressable market. Source: 2015 data provided by Retail Banking Research, Bain, IHL Data and Diebold internal analysis. 6 DIEBOLD NIXDORF Total $15

8 ATMs bridge the physical and digital worlds of cash Projected growth in global ATM installed base and volume of cash withdrawals Installed Base Bank and Non-Bank ATMs Total Volume of Cash Withdrawals (billions) 5,000,000 Global Installed Base Forecast and Total Volume of Cash Withdrawals 7-Year CAGR global installed base up ~4% 160 4,000,000 3,000,000 2,000,000 1,000, Projected 7-Year CAGR Global installed base up ~4% - Developed markets up ~1% - Emerging markets up ~6% Volume of cash withdrawals up ~6% F 2017F 2018F 2019F 2020F 2021F 60 Installed Based - Developed Installed Based - Emerging Volume of Global Cash Withdrawals Source: Retail Banking Research 2016 report Global ATM Market and Forecasts to 2021 Note: Developed markets include North America and Western Europe, emerging markets include Latin America, Middle East, Africa, Central Europe, Eastern Europe and Asia Pacific 7 DIEBOLD NIXDORF

9 millions Age (years) Physical currency is an integral and growing enabler of global commerce Consumers use cash in 85% of all transactions 100% 75% 50% 25% 0% Cash 15% 85% Volume All Other Younger generation has higher cash usage & Older 40% 31% 31% 32% 25% 25% 0% 25% 50% ATM transactions spike on payday - every other Friday Notes in circulation has increased significantly Billions Euro US Dollar Over half the global population is without a bank account, yet threequarters have a mobile phone Unbanked Banked % 56% 64% 44% 83% 36% CAGR ~8% ~4% Global High Income Countries Developing Countries Source: Federal Reserve of San Francisco Study, Cash Continues to Play a Key Role in Consumer Spending, April 2014; MasterCard Advisors; The World Bank; The Mercator Group; Diebold Nixdorf internal estimates 8 DIEBOLD NIXDORF

10 Branch automation rationale as presented by a top U.S. bank % of ATM enabled consumer transactions $0.75 $ % $ % Current Cost per deposit by channel Consumer Banking household transactions by channel in % 1% 10% 10% 75% 50% 25% 0% Transaction migration to ATMs and remote capture 90% 37% 62% 48% 42% Remote Capture Annual teller transactions (mm) 1 ~(100) Transactional Staff (K) 2 ~(12) % of Consumer Banking customers using each channel 4Q15 Mobile Online ATM 38% 53% 47% 63% 79% 80% $0.25 $0.00 $0.08 $0.03 Teller ATM Remote Capture (mobile & online) Began rolling out next generation ATMs and new software to enhance functionality 1 Increasing ATM capacity in high volume branches 2 Increasing withdrawal limits 3 Higher funds availability through integration of cash recyclers 1 Branch 56% 68% Millenials (18-35) Non-Millennials (36+) Source: JPMorgan Chase & Co. Corporate Investor Days on April 14, 2015 and February 23, 2016, internal corporate assumptions Note 1) Teller transactions include all open households that transact in the branch for that respective year; 2) Transactional staff includes tellers, sales and service associates and assistant branch managers 9 DIEBOLD NIXDORF

11 Re-establishing our presence in China with new joint venture partners Aisino Corporation Employs more than 20,000 people in China and generates annual revenues of ~$3.2 billion Specializes in intelligent anti-forgery tax control systems, EFT POS solutions, financial IC cards, bill receipt printing solutions and public IT security solutions Inspur Group ~$8 billion Chinese multinational IT provider with more than 70 years in business. Specializes in IT hardware and software, and is a leading self-service kiosk manufacturer to major financial institutions in China. Enables Diebold Nixdorf to provide a complete range of self-service and retail solutions in China Notes: - Aisino is the joint venture partner for the legacy Wincor Nixdorf business - Inspur Group is the joint venture partner for the legacy Diebold business - Both companies own >50% of the joint venture per the buy local requirements 10 DIEBOLD NIXDORF

12 Wincor Nixdorf Transaction Details

13 Transaction creates runway for future growth Transaction Terms 1 Per Share 2 Cash Component $43.65 Stock Component $12.23 Total Value $55.88 Total (millions) 2 Cash Component 892 $999 Stock Component 250 $280 Total Value 1,142 $1,279 Adjusted EBITDA Multiples - Transaction Value 4 Fiscal 14/15 Actuals ~8x Fiscal 15/16 Consensus ~6x Transaction Benefits Adding ~$2.5 billion of revenue 2,3 Diversified revenue streams - Retail Truly global footprint ~$3 billion of services & software revenue 2,3 for Diebold Nixdorf Targeting greater profitability by end of year 3: Non-GAAP OP margin of greater than 9% $160 million in cost synergies Doubled installed base to ~1 million ATMs worldwide Packaged & custom software offerings backed by strong professional services organization Pursuing a broader addressable market of ~$60 billion Note: 1) Calculations use Diebold closing stock price of $28.17 on August 12, 2016 and million tendered shares for an approximate 77% ownership position 2) Transaction terms and Wincor Nixdorf financials have been converted from Euros to US$ using an exchange rate of 1.12 Euros/US$ 3) Pro forma for combined company for the twelve months ended December 31, ) Transaction value includes 50 million of Wincor Nixdorf net debt 12 DIEBOLD NIXDORF

14 Targeting >9% non-gaap OP margin by end of year 3 Combination benefit initiatives Combination costs Existing plans End of Year 3 Target Revenue COGS 1 (~$90 million) Increase sale of services Cross sell Direct materials - scale Streamlined solutions Higher direct service utilization Dual sourcing ATMs Channel management Restructuring Contract termination fees Solutions integration Organic growth Improved mix Diebold 2.0 net cost savings Wincor 7-point restructuring >9% non-gaap operating profit margin 2 Rationalize coverage Rationalize coverage Opex 1 (~$70 million) Integrate corporate & regional resources Rationalize operational functions Back-office harmonization Restructuring Facility lease terminations Back-office overlap 100% 75% 50% Targeted Synergy Realization 1 Cost of sales (COGS) and operating expenses (Opex). 2 Non-GAAP operating margin is the percentage of GAAP operating profit margin adjusted for restructuring and non-routine items. 13 DIEBOLD NIXDORF Targeting ~$160 million of annual cost synergies by end of year 3 25% 0% Close Year 1 Year 2 Year 3

15 Detailed cost synergy plans Revenue COGS 1 (~$90 million) Opex 1 (~$70 million) Combination benefit initiatives Increase sale of services Cross sell Direct materials - scale Streamlined solutions Higher direct service utilization Rationalize coverage overlap Integrate corporate & regional resources Rationalize operational functions Back-office harmonization Cost Synergy Break-down Products Services SG&A Materials Portfolio & R&D Manufacturing & SCM Field services/ Global Delivery Leverage economies of scale Consolidate spend base and renegotiate contracts Standardize components across product lines (e.g., deposit automation, processors) Consolidate products Optimize resources across solution sets Consolidate assembly within major hubs Consolidate global component supply chains Consolidate global delivery chains/warehousing Rationalize service delivery at country level to achieve better density and efficiencies Leverage economies of scale (costs & quality) Optimize and leverage global delivery infrastructures ~40% ~30% Sales support Frontline salesforce/sales admin maintained ~30% General & Admin Rationalize overlapping regional management Regional and corporate general & administrative synergies including back office synergies 1 Cost of sales (COGS) and operating expenses (Opex) Targeting ~$160 million of annual cost synergies by end of year 3 14 DIEBOLD NIXDORF

16 Operating Regions Sales and Customer Management Integration underpinned by foundational achievements Closed the transaction on Aug 15, 2016 Shareholder approval for Domination Agreement New Board members and management team Establishing new operating model Corporate monitorship concludes Lines of Business Andy Mattes Chief Executive Officer Eckard Heidloff President Olaf Heyden Services Alan Kerr Software Ulrich Näher Systems Jürgen Wunram Chief Integration Officer & Retail Lead Christopher Chapman Chief Financial Officer Octavio Marquez Americas Banking and Retail Portfolio Management Jonathan Leiken Chief Legal Officer and Corporate Secretary Sheila Rutt Chief Human Resources Officer Neil Emerson Asia-Pacific John Kristoff Chief Marketing and Communications Officer Stefan Merz Senior Vice President of Corporate Development Christian Weisser Europe, Middle East and Africa 15 DIEBOLD NIXDORF

17 Diebold Nixdorf Q3-16 Financial Recap

18 Regional trends EMEA: The largest region with 38% of revenue in Q3-16 Solid FSS and retail orders as customers demand innovation, automation and improved operating efficiencies NORTH AMERICA: 31% of revenue in Q3-16 Continued growth in services; product revenue and orders were disappointing New leadership LATIN AMERICA: 17% of revenue in Q3-16 Revenue growth in FSS services, election and lottery business YoY orders up in Brazil for the second straight quarter ASIA-PACIFIC: 14% of revenue in Q3-16 Headwinds in largest market, China, impacting the top and bottom line Finalized joint ventures in China with Aisino Corp. and Inspur 17 DIEBOLD NIXDORF Note: Orders include both product order entry and service revenue in constant currency

19 Free Cash Flow* vs ($ in millions) $200 $150 $100 $50 $0 ($50) ($100) ($150) ($75) ($115) Free Cash Flow (Use) $143 $1 ($49) ($39) ($21) ($97) 1Q 2Q 3Q 4Q FY Free Cash Flow (Use): 3Q free cash flow of $1M Includes $62M of cash payments for acquisition, divestiture and integration expenses For 2016, we expect operating cash flow of $20M capital expenditures of $50M Free cash use of $30M including ~$180M of cash payments for acquisition, divestiture and integration expenses and cash taxes from the sale of Diebold s North America Electronic Security business. See reconciliation of GAAP to non-gaap measures at the end of this presentation. Guidance provided on November 15, 2016 along with third quarter of 2016 earnings call/webcast. 18 DIEBOLD NIXDORF

20 Capital Structure & Net Debt Balance sheet items Capital Structure as of Sept. 30, 2016 ($ in millions) Sept. 30, 2016 Cash, cash equivalents & other investments (GAAP measure) $788.1 Debt Instruments (2,058.9) Net (debt) (non-gaap measure) ($1,270.8) Financing Size (M) Interest Rate Index and Margin Term Loan A Facility $230 LIBOR % USD Term Loan B Facility 1,000 (1) LIBOR (2) % EUR Term Loan B Facility ~400 EURIBOR (3) % High Yield Notes % Sub-total $2,030 Mid-5% Revolving Credit Facility $520 LIBOR % Delayed Draw Term Loan A 250 LIBOR % Additional Liquidity $770 Company paid down $200 million of USD Term Loan B Facility on Nov. 7, ) Amount is shown prior to November 7, 2016 pay down of $200 million 2) LIBOR with a floor of 0.75% 3) EURIBOR with a floor of 0.75% 19 DIEBOLD NIXDORF

21 Q Outlook Total revenue ~$1.3B EPS (GAAP) $(0.52) $(0.45) Restructuring ~$0.13 Non-routine (income)/expense: Legal, professional fees and other ~$0.01 Acquisition, divestiture and integration expense ~$0.19 Wincor Nixdorf purchase price accounting ~$0.99 Total non-routine (income)/expense ~$1.19 Tax impact of restructuring and non-routine ~$(0.53) EPS (non-gaap) $ $0.34 Net Income $(40)M - $(34)M Adjusted EBITDA (non-gaap) $100M - $110M Non-GAAP effective tax rate 1 ~32% Note 1) With respect to the company s non-gaap tax rate for 2016, we are not providing the most directly comparable GAAP financial measure or corresponding reconciliation because we are unable to predict with reasonable certainty those items that may affect such measures calculated and presented in accordance with GAAP without unreasonable effort. Our expected non-gaap tax rate excludes primarily the future impact of restructuring actions, net non-routine items, acquisition, divestiture and integration related expenses and purchase accounting fair value adjustments. These reconciling items are uncertain, depend on various factors and could significantly impact, either individually or in the aggregate, our future period tax rate calculated and presented in accordance with GAAP. Please see Use of Non-GAAP Financial Measures for additional information regarding our use of non-gaap financial measures. Note 2) Guidance provided on November 15, 2016 in conjunction with third quarter of 2016 earnings call 20 DIEBOLD NIXDORF

22 Appendix

23 Minority Shareholder Compensation To be paid to Wincor Nixdorf shareholders upon effectiveness of the Domination and Profit and Loss Transfer Agreement Valuation Wincor equity value in millions 1,640 Cash compensation 55.02/share or or Net recurring compensation 2.82/share Shareholders of Wincor Nixdorf AG 1 Diebold Holding Germany Inc. & Co. KGaA 22,876,760 or 76.7% Minority shares outstanding 6,939,451 or 23.3% Risk-free rate 0.5% Note 1) As of September 30, Excludes 3,268,777 Wincor Nixdorf treasury shares. 22 DIEBOLD NIXDORF

24 EPS Reconciliation 3Q15 3Q16 YTD 15 YTD 16 EPS (GAAP) continuing operations $0.26 $(1.38) $0.43 $(1.46) Restructuring charges pre-tax $0.12 $0.10 $0.27 $0.19 Non-routine (income)/expense pre-tax: Software impairment Venezuela divestiture (0.01) (0.03) 0.11 (0.03) Venezuela devaluation Legal, indemnification and professional fees 0.03 (0.01) Acquisition, divestiture and integration expense Acquisition related hedging (income)/expense (0.14) Wincor Nixdorf purchase price accounting Other Total non-routine (income)/expense pre-tax $0.06 $1.99 $0.56 $2.80 Tax impact (inclusive of allocation of discrete tax items) (0.15) (0.37) (0.37) (0.77) Total adjusted EPS (non-gaap ) - Continuing $0.29 $0.34 $0.89 $0.76 Tax rate (non-gaap) 5.1% 23.9% 19.9% 24.8% EPS (non-gaap ) Discontinued Operations (0.02) EPS (non-gaap ) Including Discontinued Operations $0.36 $0.34 $1.09 $0.74 Tax rate (non-gaap) Including Discontinued Operations 13.4% 23.9% 23.2% 24.6% Notes: The restructuring and non-routine items EPS impact as shown are based on gross amounts without adjustment for taxes associated with these items. The cumulative tax EPS impact for restructuring and non-routine items is represented in the tax impact line. Sums of the quarterly figures may not equal annual figures due to rounding or differences in the weighted-average number of shares outstanding during the respective periods.. 23 DIEBOLD NIXDORF

25 EBITDA Reconciliation Reconciliation GAAP to non-gaap ($ Millions) Q Q YTD 9/30/2016 YTD 9/30/2015 Q Outlook Net income (loss) $ (101.8) $ 22.9 $ 46.4 $ 41.2 $ $~(40) - (34) Income tax (benefit) expense (18.8) (8.5) (34.5) (8.8) ~(24) (20) Interest income (5.3) (5.9) (16.5) (20.6) ~(4) Interest expense ~33 Depreciation and amortization ~65 EBITDA (50.1) ~30 40 Income from discontinued operations, net of tax 4.6 (4.7) (143.7) (13.4) -- Share-based compensation ~5 Foreign exchange loss, net (2.0) (1.3) Miscellaneous, net (3.6) Restructuring expenses ~10 Non-routine expenses, net ~55 Adjusted EBITDA $ 77.4 $ 41.5 $ $ $ ~ Adjusted EBITDA % revenue 7.9% 7.0% 7.8% 7.9% We define EBITDA as net income (loss) excluding income tax (benefit) expense, net interest, and depreciation and amortization expense. We define Adjusted EBITDA as EBITDA before the effect of the following items: income from discontinued operations, net of tax, share-based compensation, foreign exchange loss, net, other (expense) income miscellaneous, net, restructuring expense, and non-routine expenses, net as outlined in Note 1 of the non-gaap measures. These are non-gaap financial measurements used by management to enhance the understanding of our operating results. EBITDA and Adjusted EBITDA are key measures we use to evaluate our operational performance. We provide EBITDA and Adjusted EBITDA because we believe that investors and securities analysts will find EBITDA and Adjusted EBITDA to be useful measures for evaluating our operating performance and comparing our operating performance with that of similar companies that have different capital structures and for evaluating our ability to meet our future debt service, capital expenditures, and working capital requirements. However, EBITDA and Adjusted EBITDA should not be considered as alternatives to net income as a measure of operating results or as alternatives to cash flows from operating activities as a measure of liquidity in accordance with GAAP. 24 DIEBOLD NIXDORF

26 Q Profit & Loss Statement Reconciliation GAAP to non-gaap ($ Millions) 25 DIEBOLD NIXDORF 2016 (GAAP) Restructuring Venezuela Divestiture Legal, indem. & prof. fees Gain on sale of NA Electr. Sec. Acq. / divest fees Acq. related hedging (inc)/exp Tax - Discrete items Brazil Indirect Tax Wincor Nixdorf purchase price accounting Total Revenue $983.3 $ $ $ $ $ $ $ $ $4.9 $988.2 Total Gross Profit $197.6 $2.4 $ $ $ $0.5 $ $ $0.4 $43.5 $244.4 Percent of Net Sales 20.1% 24.7% Operating Expenses Selling, G & A $253.5 $(5.0) $1.8 $0.8 $ $(73.8) $ $ $ $(10.8) $166.8 R, D & E $31.3 $(0.1) $ $ $ $(0.9) $ $ $ $ $30.4 (Gain)/Loss on Assets $(0.5) $ $ $ $ $ $ $ $ $ $(0.7) Impairment of Assets $ $ $ $ $ $ $ $ $ $ $ Total Operating Expense $284.3 $(5.0) $1.8 $0.8 $ $(74.6) $ $ $ $(10.8) $196.5 Percent of Net Sales 28.9% 19.9% Operating Profit $(86.7) $7.4 $(1.8) $(0.8) $ $75.1 $ $ $0.4 $54.3 $47.9 Percent of Net Sales (8.8)% 4.8% Other income/(expense) $(29.3) $ $ $ $ $10.7 $3.6 $ $ $ $(14.9) Inc from Cont Ops before Tax $(116.0) $7.4 $(1.8) $(0.8) $ $85.8 $3.6 $ $0.4 $54.3 $33.0 Percent of Net Sales (11.8)% 3.3% Income Taxes $18.8 $(2.5) $0.6 $0.3 $ $(19.4) $ $10.6 $ $(16.3) $(7.9) Income from Cont Ops $(97.2) $4.9 $(1.2) $(0.5) $ $66.4 $3.6 $10.6 $0.4 $38.0 $25.1 Percent of Net Sales (9.9)% 2.5% Noncontrol Interest - Net Tax $(0.5) $ $ $ $ $ $ $ $ $ $(0.6) Inc from Cont Ops - Net Tax $(97.7) $4.9 $(1.2) $(0.5) $ $66.4 $3.6 $10.6 $0.4 $38.0 $24.5 Loss from Disc Ops - Net Tax $ $ $ $ $ $ $ $ $ $ $ Income on Sale of Disc Ops - Net Tax $(4.6) $ $ $ $4.6 $ $ $ $ $ $ Net Income $(102.3) $4.9 $(1.2) $(0.5) $4.6 $66.4 $3.6 $10.6 $0.4 $38.0 $24.5 Percent of Net Sales (10.4)% 2.5% 2016 (non- GAAP)

27 Q Profit & Loss Statement Reconciliation GAAP to non-gaap ($ Millions) 2015 (GAAP) Restructuring Venezuela Divestiture Legal, indem. & prof. fees Acq. / divest fees Tax - Discrete items Brazil Indirect Tax 2015 (non-gaap) Total Revenue $589.6 $ $ $ $ $ $ $589.6 Total Gross Profit $150.3 $1.7 $ $ $ $ $0.3 $152.3 Percent of Net Sales 25.5% 25.8% Operating Expenses Selling, G & A $117.8 $(5.8) $0.5 $(1.9) $(2.6) $ $ $107.8 R, D & E $20.0 $ $ $ $ $ $ $20.1 (Gain)/Loss on Assets $0.1 $ $ $ $ $ $ $0.1 Impairment of Assets $ $ $ $ $ $ $ $ Total Operating Expense $137.9 $(5.8) $0.5 $(1.9) $(2.6) $ $ $128.0 Percent of Net Sales 23.4% 21.7% Total Operating Profit $12.4 $7.6 $(0.5) $1.9 $2.6 $ $0.3 $24.3 Percent of Net Sales 2.1% 4.1% Other income/(expense) $(2.7) $ $ $ $ $ $ $(2.7) Inc from Cont Ops before Tax $9.7 $7.6 $(0.5) $1.9 $2.6 $ $0.3 $21.6 Percent of Net Sales 1.6% 3.7% Income Taxes $8.5 $(2.7) $0.1 $(0.7) $(0.9) $(5.7) $(0.1) $(1.4) Income from Cont Ops $18.2 $5.0 $(0.3) $1.2 $1.7 $(5.7) $0.2 $20.2 Percent of Net Sales 3.1% 3.4% Noncontrol Interest - Net Tax $(1.2) $ $ $ $ $ $ $(1.2) Inc from Cont Ops - Net Tax $17.0 $5.0 $(0.3) $1.2 $1.7 $(5.7) $0.2 $19.0 Income from Disc Ops - Net Tax $4.7 $ $ $ $ $ $ $4.7 Net Income $21.7 $5.0 $(0.3) $1.2 $1.7 $(5.7) $0.2 $23.7 Percent of Net Sales 3.7% 4.0% 26 DIEBOLD NIXDORF

28 Q Product & Service Gross Profit Reconciliation GAAP to non-gaap ($ Millions) 2016 (GAAP) Restructuring Brazil Indirect Tax Acq. / divest fees Wincor Nixdorf purchase price accounting 2016 (non- GAAP) Service Revenue $542.7 $ $ $ $2.5 $545.2 Product Revenue Total Revenue $983.3 $ $ $ $4.9 $988.2 Service Gross Profit $154.0 $0.8 $ $ $2.4 $157.2 Percent of Net Sales 28.4% 28.8% Product Gross Profit $43.6 $1.6 $0.4 $0.5 $41.1 $87.2 Percent of Net Sales 9.9% 19.7% Total Gross Profit $197.6 $2.4 $0.4 $0.5 $43.5 $244.4 Percent on Net Sales 20.1% 24.7% 27 DIEBOLD NIXDORF

29 Q Product & Service Gross Profit Reconciliation GAAP to non-gaap ($ Millions) 2015 (GAAP) Restructuring Brazil Indirect Tax 2015 (non-gaap) Service Revenue $346.4 $ $ $346.4 Product Revenue Total Revenue $589.6 $ $ $589.6 Service Gross Profit $111.2 $1.6 $ $112.8 Percent of Net Sales 32.1% 32.6% Product Gross Profit $39.1 $0.1 $0.3 $39.5 Percent of Net Sales 16.1% 16.2% Total Gross Profit $150.3 $1.7 $0.3 $152.3 Percent on Net Sales 25.5% 25.8% 28 DIEBOLD NIXDORF

30 YTD 2016 Profit & Loss Statement Reconciliation GAAP to non-gaap ($ Millions) 29 DIEBOLD NIXDORF 2016 (GAAP) Restructuring Venezuela Divestiture Legal, indem. & prof. fees Gain on sale of NA Electr. Sec. Acq. / divest fees Acq. related hedging (inc)/exp Tax - Discrete items Brazil Indirect Tax Wincor Nixdorf purchase price accounting 2016 (non-gaap) Total Revenue $2,072.9 $ $ $ $ $ $ $ $ $4.9 $2,077.8 Total Gross Profit $491.5 $4.1 $ $ $ $0.5 $ $ $1.0 $43.5 $540.6 Percent of Net Sales 23.7% 26.0% Operating Expenses Selling, G & A $506.4 $(8.6) $1.8 $(5.4) $ $(99.2) $ $ $ $(10.8) $384.2 R, D & E $67.4 $(0.1) $ $ $ $(0.9) $ $ $ $ $66.4 (Gain)/Loss on Assets $(0.2) $ $ $ $ $ $ $ $ $ $(0.2) Impairment of Assets $ $ $ $ $ $ $ $ $ $ $ Total Operating Expense $573.6 $(8.7) $1.8 $(5.4) $ $(100.1) $ $ $ $(10.8) $450.4 Percent of Net Sales 27.7% $ 21.7% Total Operating Profit $(82.1) $12.8 $(1.8) $5.4 $ $100.6 $ $ $1.0 $54.3 $90.2 Percent of Net Sales (4.0)% 4.3% Other income/(expense) $(49.7) $ $ $ $ $39.1 $(9.3) $ $ $ $(19.9) Inc from Cont Ops before Tax $(131.8) $12.9 $(1.8) $5.4 $ $139.7 $(9.3) $ $1.0 $54.3 $70.3 Percent of Net Sales (6.4)% 3.4% Income Taxes $34.5 $(4.3) $0.6 $(2.1) $ $(39.7) $ $9.8 $ $(16.3) $(17.5) Income from Cont Ops $(97.3) $8.6 $(1.2) $3.3 $ $100.0 $(9.3) $9.8 $1.0 $38.0 $52.8 Percent of Net Sales (4.7)% 2.5% Noncontrol Interest - Net Tax $(1.6) $ $ $ $ $ $ $ $ $ $(1.6) Inc from Cont Ops - Net Tax $(98.9) $8.6 $(1.2) $3.3 $ $100.0 $(9.3) $9.8 $1.0 $38.0 $51.2 Loss from Disc Ops - Net Tax $(1.3) $ $ $ $ $ $ $ $ $ $(1.3) Income on Sale of Disc Ops - Net Tax $145.0 $ $ $ $(145.0) $ $ $ $ $ $ Net Income $44.8 $8.6 $(1.2) $3.3 $(145.0) $100.0 $(9.3) $9.8 $1.0 $38.0 $49.9 Percent of Net Sales 2.2% 2.4%

31 YTD 2015 Profit & Loss Statement Reconciliation GAAP to non-gaap ($ Millions) 30 DIEBOLD NIXDORF 2015 (GAAP) Restructuring Software Impairment Venezuela Divestiture Venezuela Devaluation Legal, indem. & prof. fees Acq. / divest fees Chile Impairment Tax - Discrete items Brazil Indirect Tax 2015 (non-gaap) Total Revenue $1,808.9 $ $ $ $ $ $ $ $ $ $1,808.9 Total Gross Profit $480.3 $4.1 $ $ $ $ $ $ $ $0.8 $485.3 Percent of Net Sales 26.6% 26.8% Operating Expenses Selling, G & A $363.2 $(13.1) $ $(0.3) $ $(10.6) $(2.6) $ $ $ $336.6 R, D & E $66.2 $(0.6) $ $ $ $ $ $ $ $ $65.7 (Gain)/Loss on Assets $(1.4) $ $ $ $ $ $ $ $ $ $(1.4) Impairment of Assets $18.9 $ $(9.1) $(9.3) $ $ $ $(0.5) $ $ $ Total Operating Expense $446.9 $(13.7) $(9.1) $(9.7) $ $(10.6) $(2.6) $(0.5) $ $ $400.9 Percent of Net Sales 24.7% 22.2% Total Operating Profit $33.4 $17.8 $9.1 $9.7 $ $10.6 $2.6 $0.5 $ $0.8 $84.4 Percent of Net Sales 1.8% 4.7% Other income/(expense) $(14.4) $ $ $ $7.5 $ $ $ $ $ $(6.9) Inc from Cont Ops before Tax $19.0 $17.8 $9.1 $9.7 $7.5 $10.6 $2.6 $0.5 $ $0.8 $77.5 Percent of Net Sales 1.1% 4.3% Income Taxes $8.8 $(4.3) $(3.4) $(2.3) $(1.7) $(4.0) $(0.9) $ $(7.7) $(0.3) $(15.7) Income from Cont Ops $27.8 $13.5 $5.7 $7.4 $5.8 $6.5 $1.7 $0.5 $(7.7) $0.6 $61.8 Percent of Net Sales 1.5% 3.4% Noncontrol Interest - Net Tax $(0.1) $ $ $(2.7) $(1.1) $ $ $ $ $ $(3.8) Inc from Cont Ops - Net Tax $27.7 $13.5 $5.7 $4.7 $4.7 $6.5 $1.7 $0.5 $(7.7) $0.6 $58.0 Loss from Disc Ops - $13.4 $0.1 $ $ $ $ $ $ $ $ $13.5 Net Tax Net Income $41.1 $13.6 $5.7 $4.7 $4.7 $6.5 $1.7 $0.5 $(7.7) $0.6 $71.5 Percent of Net Sales 2.3% 4.0%

32 YTD 2016 Product & Service Gross Profit Reconciliation GAAP to non-gaap ($ Millions) 2016 (GAAP) Restructuring Brazil Indirect Tax Acq. / divest fees Wincor Nixdorf purchase price accounting 2016 (non- GAAP) Service Revenue $1,235.9 $ $ $ $2.5 $1,238.4 Product Revenue Total Revenue $2,072.9 $ $ $ $4.9 $2,077.8 Service Gross Profit $383.3 $2.5 $ $ $2.4 $388.2 Percent of Net Sales 31.0% 31.3% Product Gross Profit $108.2 $1.6 $1.0 $0.5 $41.1 $152.4 Percent of Net Sales 12.9% 18.2% Total Gross Profit $491.5 $4.1 $1.0 $0.5 $43.5 $540.6 Percent on Net Sales 23.7% 26.0% 31 DIEBOLD NIXDORF

33 YTD 2015 Product & Service Gross Profit Reconciliation GAAP to non-gaap ($ Millions) 2015 (GAAP) Restructurin g Brazil Indirect Tax 2015 (non-gaap) Service Revenue $1,040.9 $ $ $1,040.9 Product Revenue Total Revenue $1,808.9 $ $ $1,808.9 Service Gross Profit $341.5 $2.7 $ $344.3 Percent of Net Sales 32.8% 33.1% Product Gross Profit $138.8 $1.4 $0.8 $141.0 Percent of Net Sales 18.1% 18.4% Total Gross Profit $480.3 $4.1 $0.8 $485.3 Percent on Net Sales 26.6% 26.8% 32 DIEBOLD NIXDORF

34 Free Cash Flow From Continuing Operations Reconciliation ($ Millions) 1Q15 2Q15 3Q15 4Q15 1Q16 2Q16 3Q16 Net cash provided by (used in) operating activities $(65) $(35) $(23) $155 $(110) $(90) $13 Capital expenditures $(10) $(14) $(16) $(12) $(5) $(7) $(13) Free cash flow (use) (non- GAAP measure) $(75) $(49) $(39) $143 $(115) $(97) $ Outlook Net cash provided by/(used in) operating activities (GAAP measure) $123 $189 $32 ~$20 1 Capital expenditures $(34) $(60) $(52) ~$(50) Free cash flow/(use) (non-gaap measure) $89 $129 $(20) ~$(30) Note 1) Includes ~$180M from M&A fees and cash taxes from the sale of Diebold s North America Electronic Security business. Guidance provided on November 15, 2016 along with third quarter of 2016 earnings call/webcast. Numbers may not foot due to rounding 33 DIEBOLD NIXDORF

35 Wincor Nixdorf Preliminary Figures FY 2015/2016

36 Disclaimer This document has been prepared by Wincor Nixdorf AG solely for use in this presentation. The information contained in this document has not been independently verified. No representation or warranty whether express or implied is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or opinions contained therein. Neither the Company nor any of its affiliates, advisors or representatives shall have any liability whatsoever (in negligence or otherwise) for any loss arising from any use of this document or its content or otherwise arising in connection with this document. This document does not constitute an offer or invitation to purchase or subscribe for any shares and neither this document nor any part of it shall form the basis of, or be relied upon in connection with, any contract or commitment whatsoever. This document contains forward-looking statements that are based on current estimates and assumptions made by the management of Wincor Nixdorf AG to the best of its knowledge. Such forward-looking statements are subject to risks and uncertainties, the non-occurrence or occurrence of which could cause the actual results including the financial condition and profitability of Wincor Nixdorf to differ materially from or be more negative than those expressed or implied by such forward-looking statements. This also applies to the forward-looking estimates and forecasts derived from third-party studies. Consequently, neither the Company nor its management can give any assurance regarding the future accuracy of the opinions set forth in this document or the actual occurrence of the predicted developments. 35 DIEBOLD NIXDORF

37 Summary preliminary figures and key developments (1/2) Performance in FY 2015/16e (YoY) Net Sales +6%, EBITA (excl. one time effects) 194 Mio EUR (+90%), EBITA (incl. one time*) 198 Mio EUR (+800%), Net Income 102 Mio EUR, Operating Cash Flow 105 Mio EUR (+8%) Key developments in FY 2015/16 Retail business with strong growth: Significant momentum in Hardware as well as in Software/Services Despite headwind from emerging markets (China!), Banking business with small decrease only Moderate growth in Germany, strong growth in Europe w/o Germany and Americas, Asia/Africa slightly declined while negative effect from China could be almost compensated Strong EBITA margin development resulting from faster than expected implementation of seven point restructuring program, scale effects in Retail and Banking Hardware as well as favourable mix effects in Banking hardware Business combination with Diebold, Inc. as planned: Closing on August 15, 2016, positive vote on Domination Agreement (DPLTA) on September 26, 2016 One-time effects from restructuring and M&A (+4 Mio EUR); transaction expenses of business combination with Diebold (-54 Mio EUR) * Excluding transaction expenses of business combination with Diebold of -54 Mio EUR 36 DIEBOLD NIXDORF

38 Summary preliminary figures and key developments (2/2) Key developments in FY 2015/16 (cont.) Delta Program Faster than expected implementation of seven point restructuring program, focus in FY2015/16 on margin improvement: 1) Software transformation on-going: Ramp-up of near shoring locations in Czech Republic and Poland, sales transformation 2) Strong progress in services transformation: Restructuring of US services and other margin improvement programs finalized, managed services growth (esp. in Retail) 3) Hardware transformation with bold actions and strong impact: Capacity reduction (esp. in German plant), outsourcing and makevs.-buy optimization (e.g. coin technology, tool shop outsourcing, metals production), complexity reduction; Closing of JV agreement China with Aisino: transfer of China plant into China JV 4) Closing of partnership agreement to grow cashless payment business Aevi: Investment of Private Equity firms HPE Growth Capital and Adveq with 20 Mio and 10 Mio Euro respectively 5) Pricing processes and strategies for price optimization introduced: positive impact on margins, esp. for increasingly complex portfolio 6) Streamlined G&A costs: Administration streamlined, e.g. lean organizational setup for (regional) HQs 7) Organisation set-up aligned: Banking and Retail segments, three business units (Systems, SW, Services) Financial Impact: EBITA impact in FY 2015/16: ~ 90 Mio EUR vs. initial guidance of 50 Mio EUR (Target unchanged at 120 Mio EUR until FY 2017/18) One time expense in FY 2015/16: 20 Mio EUR (80 Mio EUR in FY 2014/15), guidance for total one-time expenses is reduced to 100 Mio EUR vs. initial guidance of 120 Mio EUR Headcount impact at end of FY 2015/16: employees vs. initial guidance of 650 until 9/2016 and until 9/ DIEBOLD NIXDORF

39 Sales by segment (EUR million) m 03/04 04/05 05/06 06/07 07/08 08/09 09/10 10/11 11/12 12/13 13/14 14/15 15/16e YoY* Banking Sales 930 1,028 1,178 1,358 1,547 1,532 1,497 1,527 1,524 1,614 1,566 1,582 1,543-2% EBITA % of sales Retail Sales , % EBITA % of sales Total Sales 1,576 1,744 1,948 2,145 2,319 2,250 2,239 2,328 2,343 2,465 2,469 2,427 2,579 +6% EBITA % of sales *YoY 2015/16e to 2014/15 38 DIEBOLD NIXDORF

40 Sales by region (EUR million) Sales (m ) 03/04 04/05 05/06 06/07 07/08 08/09 09/10 10/11 11/12 12/13 13/14 14/15 15/16e YoY* Fixe d FX Germany % Europe w/o Germany Asia / Africa ,129 1,215 1, ,123 1,134 1,216 1,142 1,097 1, % % America % Total 1,576 1,744 1,948 2,145 2,319 2,250 2,239 2,328 2,343 2,465 2,469 2,427 2,579 +6% +9% *YoY 2015/16e to 2014/15 39 DIEBOLD NIXDORF

41 Sales by type (EUR million) Sales (m ) 03/04 04/05 05/06 06/07 07/08 08/09 09/10 10/11 11/12 12/13 13/14 14/15 15/16e YoY* Hardware 950 1,032 1,157 1,254 1,346 1,224 1,140 1,159 1,100 1,185 1,127 1,015 1, % Software/Services ,026 1,099 1,169 1,243 1,280 1,342 1,412 1,445 +2% Total 1,576 1,744 1,948 2,145 2,319 2,250 2,239 2,328 2,343 2,465 2,469 2,427 2,579 +6% *YoY 2015/16e to 2014/15 40 DIEBOLD NIXDORF

42 Steve Virostek DieboldNixdorf.com THANK YOU