DGAP-Kapitalmarktinformation: Diebold Inc.

DGAP-CMS: Diebold, Inc.: Release according to Article 30e of the WpHG [the German Securities Trading Act] with the objective of Europe-wide distribution

Diebold, Inc. / Third country release according to Article 30e Para. 1, No. 3 of the WpHG [the German Securities Trading Act]

24.09.2016 00:09

Dissemination of a Post-admission Duties announcement according to Article 30e Para. 1 No. 3 WpHG, transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement. ---------------------------------------------------------------------------

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 15, 2016 Diebold, Incorporated (Exact name of registrant as specified in its charter) Ohio 1-4879 34-0183970 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 5995 Mayfair Road, P.O. Box 3077, North Canton, Ohio 44720-8077 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (330) 490-4000 Not Applicable Former name or former address, if changed since last report Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ? Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ? Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ? Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ? Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

As previously disclosed in our Current Report on Form 8-K filed with the Securities and Exchange Commission on August 19, 2016, Diebold, Incorporated (the 'Company') completed its voluntary public takeover offer of Wincor Nixdorf Aktiengesellschaft ('Wincor Nixdorf') on August 15, 2016. This Current Report on Form 8-K/A provides the financial statements and pro forma financial information required under Item 9.01 of Form 8-K not included in the Company's Current Report on Form 8-K filed on August 19, 2016. Item 9.01 Financial Statements and Exhibits (a) Financial Statements of Businesses Acquired. The audited financial statements of Wincor Nixdorf required by Item 9.01(a) are attached as Exhibit 99.1 to this Current Report on Form 8-K/A and are incorporated by reference herein. The unaudited financial statements of Wincor Nixdorf required by Item 9.01(a) are attached as Exhibit 99.2 to this Current Report on Form 8-K/A and are incorporated by reference herein. (b) Pro Forma Financial Information. The unaudited pro forma condensed combined financial information required by Item 9.01(b) is attached hereto as Exhibit 99.3 to this Current Report on Form 8-K/A and is incorporated by reference herein. (d) Exhibits Exhibit Number Description 23.1 Consent of Independent Auditors 99.1 Historical audited financial statements of Wincor Nixdorf Aktiengesellschaft as of September 30, 2015 and 2014 and for the fiscal years ended September 30, 2015, 2014 and 2013 (incorporated by reference to Diebold, Incorporated's Registration Statement on Form S-4 (Registration No. 333-208186) pages F-1 to F-57) 99.2 Historical unaudited financial statements of Wincor Nixdorf Aktiengesellschaft as of June 30, 2016 and for the three and nine months ended June 30, 2016 and 2015 99.3 Unaudited pro forma condensed combined financial information as of June 30, 2016 and for the year ended December 31, 2015 and six months ended June 30, 2016







SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Diebold, Incorporated September 23, 2016 By: /s/ Christopher A. Chapman Name: Christopher A. Chapman Title: Senior Vice President and Chief Financial Officer







EXHIBIT INDEX Exhibit Number Description 23.1 Consent of Independent Auditors 99.1 Historical audited financial statements of Wincor Nixdorf Aktiengesellschaft as of September 30, 2015 and 2014 and for the fiscal years ended September 30, 2015, 2014 and 2013 (incorporated by reference to Diebold, Incorporated's Registration Statement on Form S-4 (Registration No. 333-208186) pages F-1 to F-57) 99.2 Historical unaudited financial statements of Wincor Nixdorf Aktiengesellschaft as of June 30, 2016 and for the three and nine months ended June 30, 2016 and 2015 99.3 Unaudited pro forma condensed combined financial information as of June 30, 2016 and for the year ended December 31, 2015 and six months ended June 30, 2016





Exhibit 23.1

Consent of Independent Auditors We consent to the incorporation by reference in the registration statements Nos. 33-32960, 33-39988, 33-55452, 33-54677, 33-54675, 333-32187, 333-60578, 333-162036, 333-162037, 333-162049, 333-190626, 333-193713, and 333-199738 on Form S-8 of Diebold, Incorporated, of our report dated November 25, 2015 with respect to the consolidated balance sheets of Wincor Nixdorf Aktiengesellschaft as of September 30, 2015 and 2014 and the related consolidated statements of income, comprehensive income, cash flows and changes in group equity for each of the fiscal years in the three-year period ended September 30, 2015, which report appears in the registration statement on Form S-4/A of Diebold, Incorporated dated February 5, 2016, and is incorporated by reference in this Current Report on Form 8-K/A of Diebold, Incorporated.

/s/ KPMG AG Wirtschaftsprüfungsgesellschaft

Bielefeld, Germany September 23, 2016



Exhibit 99.2 Wincor Nixdorf Aktiengesellschaft Condensed Consolidated Income Statement for the nine months ended June 30, 2016 and 2015 (unaudited) EURk 3rd quarter 2015/20161) 3rd quarter 2014/2015 2) 9 months 2015/2016 3) 9 months 2014/2015 4) Net sales 629,403 560,219 1,938,356 1,768,072 Cost of sales -475,851 -460,073 -1,475,413 -1,421,641 Gross profit 153,552 100,146 462,943 346,431 Research and development expenses -23,742 -24,990 -70,681 -69,842 Selling, general and administration expenses -91,331 -82,081 -272,887 -235,641 Other operating result -255 0 10,297 0 Result from equity accounted investments 0 47 -143 -1,156 Net profit on operating activities 38,224 -6,878 129,529 39,792 Finance income 385 285 1,732 1,074 Finance costs -1,642 -1,745 -5,472 -5,842 Profit before income taxes 36,967 -8,338 125,789 35,024 Income taxes -10,740 2,393 -36,735 -10,275 Profit for the period 26,227 -5,945 89,054 24,749 Profit attributable to non-controlling interests 474 268 919 1,105 Profit attributable to equity holders of Wincor Nixdorf AG 25,753 -6,213 88,135 23,644 Shares for calculation of basic earnings per share (in thousands) 29,816 29,816 29,816 29,816 Shares for calculation of diluted earnings per share (in thousands) 29,837 29,816 29,816 29,816 Basic earnings per share (EUR) 0.86 -0.21 2.96 0.79 Diluted earnings per share (EUR) 0.86 -0.21 2.96 0.79 Profit attributable to equity holders of Wincor Nixdorf AG 25,753 -6,213 88,135 23,644 Shares for calculation of profit attributable to equity holders of Wincor Nixdorf AG per share (managerial, in thousands) 29,816 29,816 29,816 29,816 Profit attributable to equity holders of Wincor Nixdorf AG per share (in EUR) 0.86 -0.21 2.96 0.79

Wincor Nixdorf Aktiengesellschaft Condensed Consolidated Statement of Comprehensive Income for the nine months ended June 30, 2016 and 2015 (unaudited) EURk 3rd quarter 2015/20161) 3rd quarter 2014/2015 2) 9 months 2015/2016 3) 9 months 2014/2015 4) Profit for the period 26,227 -5,945 89,054 24,749 Items that are or may be reclassified subsequently to profit or loss: Cash flow hedges - effective portion of changes in fair value 645 1,767 1,792 -11,795 Cash flow hedges - reclassified to profit or loss -436 5,880 3,587 11,415 Exchange rate changes 395 -4,412 -2,381 16,405 Other changes 2 0 -8 0 Items that will not be reclassified to profit or loss: Actuarial gains and losses -20,825 6,719 -27,418 -436 Other comprehensive income (net of tax) -20,219 9,954 -24,428 15,589 Total comprehensive income 6,008 4,009 64,626 40,338 Total comprehensive income attributable to: Non-controlling interests 494 271 1,008 809 Equity holders of Wincor Nixdorf AG 5,514 3,738 63,618 39,529 1) April 1 2016 - June 30, 2016. 2) April 1 2015 - June 30, 2015. 3) October 1 2015 - June 30, 2016. 4) October 1 2014 - June 30, 2015.

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Wincor Nixdorf Aktiengesellschaft Condensed Consolidated Balance Sheets as of June 30, 2016 and September 30, 2015 (unaudited) Assets EURk June 30, 2016 September 30, 2015 Non-current assets Intangible assets 373,134 354,129 Property, plant and equipment 122,609 121,129 Investments accounted for using the equity method 51 1,919 Investments 3,673 1,176 Reworkable service parts 28,577 29,034 Trade receivables 14,532 15,919 Other assets 8,786 4,319 Deferred tax assets 54,130 605,492 47,908 575,533 Current assets Inventories 358,523 326,517 Trade receivables 480,552 485,463 Receivables from related companies 10,973 7,112 Current income tax assets 16,067 10,917 Other assets 79,272 63,840 Investments 9 14 Cash and cash equivalents 86,580 1,031,976 37,838 931,701 Total assets 1,637,468 1,507,234 Equity and Liabilities EURk June 30, 2016 September 30, 2015 Equity Subscribed capital of Wincor Nixdorf AG 33,085 33,085 Retained earnings 528,747 476,673 Treasury shares -173,712 -173,712 Other components of equity 45,680 51,301 Equity attributable to equity holders of WIncor Nixdorf AG 433,800 387,347 Non-controlling interests 19,165 452,965 4,093 391,440 Non-current liabilities Accruals for pensions and similar commitments 115,007 83,262 Other accruals 35,618 17,745 Financial liabilities 51,593 65,663 Trade payables 0 0 Other liabilities 27,457 6,840 Deferred tax liabilities 25,844 255,519 23,229 196,739 Current liabilities Other accruals 176,168 170,969 Financial liabilities 84,545 112,128 Advances received 24,884 20,703 Trade payables 330,768 338,128 Liabilities to related companies 740 2,438 Current income tax liabilities 49,260 39,959 Other liabilities 262,619 928,984 234,730 919,055 Total equity and liabilities 1,637,468 1,507,234

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Wincor Nixdorf Aktiengesellschaft Condensed Consolidated Statements of Cash Flows for the nine months ended June 30, 2016 and 2015 (unaudited) EURk 9 months 2015/2016 1) 9 months 2014/2015 2) Net profit on operating activities 129,529 39,792 Amortization/depreciation of intangible assets and property, plant and equipment 40,299 36,411 Write-down of reworkable service parts 4,555 4,055 Interest received 1,628 780 Interest paid -4,688 -5,044 Income taxes paid -29,784 -31,524 Result on disposal of intangible assets and property, plant and equipment 156 121 Change in accruals -2,920 -6,884 Other non-cash items -9,479 18,241 Change in working capital 23,195 76,604 Change in other assets and other liabilities -37,453 -42,018 Cash flow from operating activities 115,038 90,534 Payments received from the disposal of property, plant and equipment 848 594 Payments received from the disposal of investments and other payments received 35 181 Payments made for investment in intangible assets -6,501 -7,351 Payments made for investment in property, plant and equipment -27,786 -28,650 Payments made for acquisition of consolidated affiliated companies, jointly controlled entities and other business units -2,678 0 Payments made for investments 0 -51 Payments made for investment in reworkable service parts -5,682 -5,302 Cash flow from investment activities -41,764 -40,579 Payments made to equity holders 0 -52,178 Payments made for repayment of financial loans -15,000 -10,000 Payments received from non-controlling interests 19,290 0 Payments made to non-controlling interests 0 -874 Other financing activities -51 -2,348 Cash flow from financing activities 4,239 -65,400 Net change in cash and cash equivalents 77,513 -15,445 Change in cash and cash equivalents from exchange rate movements -1,265 1,183 Cash and cash equivalents at beginning of period3) -53,826 -24,383 Cash and cash equivalents at end of period3) 22,422 -38,645 1) October 1, 2015 - June 30, 2016. 2) October 1, 2014 - June 30, 2015. 3) Include cash and cash equivalents and current bank liabilities.

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EURk Equity attributable to equity holders of Wincor Nixdorf AG Other components of equity Subscribed capital Retained earnings Treasury shares Add. paid-in capital Exchange rate changes Cash flow hedges Total Non-controlling interests Equity As of October 1, 2014 33,085 529,407 -173,712 49,186 -2,562 -12,383 423,021 3,788 426,809 Cash flow hedges 0 0 0 0 0 -380 -380 0 -380 Exchange rate changes 0 0 0 0 16,703 0 16,703 -298 16,405 Actuarial gains and losses 0 -438 0 0 0 0 -438 2 -436 Other comprehensive income 0 -438 0 0 16,703 -380 15,885 -296 15,589 Profit for the period 0 23,644 0 0 0 0 23,644 1,105 24,749 Total comprehensive income 0 23,206 0 0 16,703 -380 39,529 809 40,338 Share options 0 5,540 0 -1,559 0 0 3,981 0 3,981 Takeover of shares and other changes 0 -6 0 0 0 0 -6 -17 -23 Distributions 0 -52,178 0 0 0 0 -52,178 -726 -52,904 Transactions with equity holders 0 -46,644 0 -1,559 0 0 -48,203 -743 -48,946 As of June 30, 2015 33,085 505,969 -173,712 47,627 14,141 -12,763 414,347 3,854 418,201 As of October 1, 2015 33,085 476,673 -173,712 48,714 10,085 -7,498 387,347 4,093 391,440 Cash flow hedges 0 0 0 0 0 5,379 5,379 0 5,379 Exchange rate changes 0 0 0 0 -2,470 0 -2,470 89 -2,381 Actuarial gains and losses 0 -27,418 0 0 0 0 -27,418 0 -27,418 other changes 0 -8 0 0 0 0 -8 0 -8 Other comprehensive income 0 -27,426 0 0 -2,470 5,379 -24,517 89 -24,428 profit for the period 0 88,135 0 0 0 0 88,135 919 89,054 Total comprehensive income 0 60,709 0 0 -2,470 5,379 63,618 1,008 64,626 Share options reclassifications 0 772 0 -8,530 0 0 -7,758 0 -7,758 Takeover of shares and other changes 0 -9,407 0 0 0 0 -9,407 14,064 4,657 Transactions with equity holders 0 -8,635 0 -8,530 0 0 -17,165 14,064 -3,101 As of June 30, 2016 33,085 528,747 -173,712 40,184 7,615 -2,119 433,800 19,165 452,965

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Notes to the condensed consolidated financial statements.

Principles of Consolidation, Accounting and Valuation. The condensed Group interim financial statements of Wincor Nixdorf Aktiengesellschaft (in the following 'Wincor Nixdorf Group') have been prepared in accordance with IAS 34 'Interim Financial Reporting'. They do not include all the information required for a complete set of financial statements prepared in accordance with the International Financial Reporting Standards (IFRS), as issued by the International Accounting Standards Board (IASB). However, selected explanatory notes are included to explain events and transactions that are significant to understand changes in the Group's financial position and performance since the last annual reporting period of the Group ended September 30, 2015. On July 27, 2016, the Board of Directors of Wincor Nixdorf AG authorized these Group interim financial statements for issue. In compiling the condensed Group interim financial statements, assumptions have been made and estimates used, which have affected the value and reporting of capitalized assets and liabilities, of income and expenses, and of contingent liabilities. The significant assumptions made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those that applied to the Group financial statements as of September 30, 2015. Also the consolidation, accounting and valuation principles applied to the condensed Group interim financial statements are generally based on the same consolidation, accounting and valuation principles used in the Group financial statements for fiscal 2014/2015. The applied principles of accounting and valuation are described in detail in the Notes to the Group financial statements as of September 30, 2015.

Consolidation Group. The condensed Group financial statements as of June 30, 2016, basically include those companies controlled by Wincor Nixdorf AG. Control exists if Wincor Nixdorf AG is exposed, or has rights, to variable returns of companies and has the ability to affect those returns through its power. Inclusion of such companies' in the Group financial statements begins from the date Wincor Nixdorf AG obtains control. It ceases, when Wincor Nixdorf AG loses control of the company. As of October 1, 2015, Wincor Nixdorf acquired 100 per cent of the shares in SecurCash Nederland B.V. (formerly: Brink's Nederland B.V.), Rotterdam. The acquisition serves to provide one-stop cash management and cash logistics services to leading Dutch banks that have placed long-term assignments. The acquisition resulted in an excess of the net assets acquired over the consideration transferred and was recognized in profit.

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As of December 1, 2015, Wincor Nixdorf has acquired outstanding 50 per cent of the shares in Winservice AS, Oslo, Norway. Due to the transfer of all outstanding shares to Wincor Nixdorf AG, the investment in Winservice AS, ceased to be accounted for as a joint venture using the equity method. Instead, the company was fully consolidated as a subsidiary for the first time. The subsidiary has been merged with the Norwegian subsidiary Wincor Nixdorf AS, Oslo, with retroactive effect as of January 1, 2016. Joint control in CI Tech Components AG, Burgdorf, Switzerland, has ceased; effective from January 1, 2016, the investment is no longer accounted for as a joint venture. Effective from January 1, 2016, key business activities centered on sensor technology have been transferred to an entity named CI Tech Sensors AG, Burgdorf, Switzerland. The Group acquired 75 per cent of the voting rights in that entity in connection with the reorganization of CI Tech Components AG. Additionally, as of March 1, 2016, a 51% ownership interest was acquired in Projective NV, with its registered office in Brussels, Belgium. Upon obtaining control, first time consolidation of Projective NV as well as its three subsidiaries with registered offices in Brussels/Belgium, The Hague/Netherlands, and London/United Kingdom was effected within the consolidated financial statements of Wincor Nixdorf AG. In acquiring the majority interest in the consulting firm specializing in the management of complex IT-based change and transformation projects within the financial services sector, Wincor Nixdorf has further extended its software-related services business. Additionally, with effective date as of April 1, 2016, Wincor Nixdorf acquired all shares of two service station support companies (TSG) headquartered in Cologne and Krakow, Poland. TSG's areas of focus include operating and updating software used to process payment transactions at service stations across Europe. All acquisitions were funded from existing liquidity of the Wincor Nixdorf Group. The acquisitions were accounted for as a business combination in accordance with IFRS 3. Thus, in allocating the purchase price, the acquirees' identifiable assets, liabilities and contingent liabilities were measured at fair value. The purchase price allocations were carried out based on information available and were preliminary. As regards the recognition and valuation of certain onerous contracts assumed in the acquisition of SecurCash Nederland B.V., it was adjusted within one year after the date of acquisition to reflect new information and findings that had become available in the third quarter of fiscal year 2016. Based on the allocations at acquisition date, the acquisitions affected the Group interim financial statements in total as presented below.

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EURk June 30, 2016 Non-current assets 31,958 thereof goodwill 12,396 + Current assets 31,493 + Acquirees' cash and cash equivalents 15,787 - Non-current liabilities 15,628 - Current liabilities 26,385 = Net assets 37,225 - Non-controlling interests 3,913 - Gains from bargain purchase and remeasurement and other 12,652 = Total acquisition costs 20,660 Mainly the line item other operating result for the nine months ended June 30, 2016 includes gains from a bargain purchase and the remeasurement to fair value of the equity interest in an acquired business that was held before the acquisition. Wincor Nixdorf AG has sold a minority interest in subsidiary Aevi International GmbH (AEVI) with retroactive effect from October 1, 2015 to HPE Growth Capital (HPE). HPE obtains the interest in the context of a capital increase worth up to EUR30 million. In an initial tranche, a capital increase of EUR20 million was facilitated; however, HPE and its investors have the option of purchasing further shares in AEVI in a second tranche worth up to EUR 10 million. As of June 30, 2016, the minority interest amounts to approximately 10%. Group Equity. The Wincor Nixdorf Group equity and individual elements thereof are shown in detail in the 'Condensed Consolidated Statements of Changes in Equity' table. Treasury Shares. As of June 30, 2016, the total number of treasury shares held by the Company was 3,268,777. This equals 9.88% of the subscribed capital. The acquisition costs, including ancillary costs of acquisition to the amount of EUR111k, amounting to EUR173,712k were deducted in full from equity. Share-based Payment Program. The share-based payment programs are described in detail in the Notes to the Group financial statements for fiscal 2014/2015. Initially, at grant date, all share-based payment programs qualified and were accounted for as equity-settled transactions. Based on decision made during the nine months ended June 30, 2016 a reclassification of all share option programs (including awards granted in fiscal year 2016) to cash-settled share based payment transactions took place (see line 'share options reclassifications' in the 'Changes in Group Equity'). All awards which had been considered within equity been reclassified to accruals. Until all obligations are settled, the corresponding fair values will be remeasured at the end of each reporting period. Changes in the fair values will be recognized in the profit or loss for the period.

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On March 30, 2016, the vesting period for the 2012 share option program expired. A total of 580,025 options of the 699,725 share options issued have been exercised. The exercise price in consideration of dividends was EUR40.74. In accordance with the new provisions to be applied for the purpose of determining the relevant market price and adjusting the exercise period for the 2012 tranche, as agreed in the form of a resolution passed by the Annual General Meeting on January 25, 2016, under items 9 c) and 9 d) on the agenda, the relevant market price was determined on the basis of the unweighted average of the market price of the stock within the Xetra trading system of the Frankfurt Stock Exchange in the closing auction of the ten exchange trading days immediately subsequent to the announcement of the outcome of the successful takeover bid by Diebold Inc on March 29, 2016. The price amounts to EUR53.12. The associated gain per option is EUR12.38. The share options were redeemed by cash settlement.

As of March 30, 2016, Wincor Nixdorf granted 714,470 share options for an exercise price of EUR59.49 under another new share-based payment program to its managers (share-based payment program 2016). The vesting period of the share options is four years. Each share option entitles the bearer to purchase one share in the Company at the exercise price (strike price). There is no limit to the profit which can accrue upon purchase. In each case, the exercise price is equivalent to 112% of the average exchange price on the 10 stock exchange trading days that immediately followed after the public announcement of Diebold Incorporated, that successful tender offer the issue of stock options on April 12, 2016 (EUR53.12); it takes account of distributions made during the life of the options, such as dividend payments and any drawing rights or other special rights. The target criteria have not been changed during the life of the program. Options can be exercised within a period of ten stock exchange trading days in Xetra on the Frankfurt Stock Exchange commencing on the first stock exchange trading day following expiration of the holding period of four years (exercise period). The vesting conditions also stipulate that the declaration of exercise may or must be issued during the specified vesting period of four years, within the last ten stock exchange trading days in Xetra on the Frankfurt Stock Exchange, effective from the end of the last day of the vesting period or a later date. The Company is entitled to settle the options either in shares or cash. Basically, the holder of the option has to remain in the Company's employ until the end of the vesting period.

The fair values of current share-based payment programs have been calculated by the application of the Black-Scholes-Merton formula by an external expert. The following inputs have been used:

Program 2016 Program 2015 Program 2014 Program 2013 Exercise price of the option at the grant date EUR 59.49 EUR 49.20 EUR 62.94 EUR 43.20 Expected volatility 28.2 % 28.2 % 28.2 % 28.2 % Expected dividends EUR 8.81 EUR 5.93 EUR 7.07 EUR 5.66 Risk-free interest rate 0.01 % 0.01 % 0.01 % 0.01 % Fluctuation rate 2.8 % 2.8 % 2.8 % 2.8 % Expected volatility is the average of the historic volatilities of EUREX options on the Wincor Nixdorf share for 3-month and 12-month period.

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The fair value of the share-based payment program 2016, based on the aforementioned input parameters amounts to EUR8.38 per share option at the reporting date.

The total amount of expenses recognized in the reporting period arising from current share-based payment transactions sums up to EUR5,918k. The carrying amount for liabilities arising from current share-based payment transactions at the end of the period amounts to EUR10,607k.

The changes in the composition of share options are as follows: 9 months 2015/2016 9 months 2014/2015 Number Average exercise price EUR Number Average exercise price EUR As of October 1 2,609,010 50.13 2,524,329 53.83 Granted during the period 714,470 59.49 717,048 49.20 Exercised during the period 580,025 45.02 0 - Expired during the period 59,000 52.65 623,367 64.02 As of June 30 2,684,455 53.67 2,618,010 50.14 Exercisable as of June 30 0 - 0 -

Other Information. Ongoing restructuring and realignment activities. The restructuring and transformation program initiated by Wincor Nixdorf back in fiscal 2014/2015 is being continued in fiscal year 2015/2016. In this context, the first nine months 2015/2016 include restructuring and realignment expenses (primarily staff and consulting expenses) as well as positive effects from acquisition activities of EUR8.7 million (previous year: EUR35 million) in total. On a net basis, expenses of EUR9.0 million (previous year: EUR29 million) are attributable to the Banking segment, while income of EUR0.3 million (previous year: expenses of EUR6 million) is associated with the Retail segment. The aim of restructuring and realignment is to accelerate the transition to a software and IT services company. The third quarter 2015/2016 includes expenses in the amount of EUR 4.2 million (previous year: EUR35 million). EUR2.7 million (previous year: EUR29 million) have been incurred by the Banking segment and EUR1.5 million (previous year: EUR6 million) by the Retail segment.

Planned takeover and business combination with Diebold Incorporated As regards the takeover offer by Diebold Incorporated of November 23, 2015, Diebold Incorporated announced on its website as of March 29, 2016, that by that date it had accepted tenders representing a total of 68.9% of Wincor Nixdorf AG's share capital and that the minimum tender condition of 67.6% had therefore been reached. Transaction-related expenses of EUR16.5 million have been recognized by Wincor Nixdorf to date in connection with the aforementioned business combination. Overall, EUR10.3 million of this expense item is attributable to the Banking segment and EUR6.2 million to the Retail segment.

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Financial Instruments. Financial instruments are contractual obligations to receive or deliver cash and cash equivalents. In accordance with IAS 32 and IAS 39, these include both primary and derivative financial instruments. Primary financial instruments include, in particular, cash and cash equivalents, trade receivables and payables, credits, and loans. Derivative financial instruments primarily include forward currency transactions and interest rate hedging instruments. The following tables show the carrying amounts and fair values of financial assets and liabilities by category of financial instruments and reconciliation to the corresponding line item in the Group balance sheet. Finance lease receivables and liabilities, and derivatives that qualify for hedge accounting are also included although they are not part of any IAS 39 measurement category. Since the line items 'Other Receivables' and 'Other Liabilities' contain both financial instruments and non-financial assets and liabilities (in particular, advance payments for services to be received/made in the future and other tax receivables/payables), the reconciliation is shown in the column headed 'thereof outside IFRS 7.'

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Carrying Amounts, Amounts Recognized, and Fair Values by Measurement Category as of June 30, 2016 EURk Category in accordance with IAS 39 Carrying amount Thereof outside IFRS 7 Thereof amounts in balance sheet according to IAS 39 Thereof amounts recognized according to IAS 17 Fair value of financial instruments under IFRS 7 Amortized cost Fair value recognized in equity Fair value recognized in profit or loss Assets Cash and cash equivalents LaR 86,580 0 86,580 0 0 0 86,580 Trade receivables LaR/ n/a 495,084 0 495,084 0 0 0 495,084 thereof: receivables from finance leases n/a 23,468 0 0 0 0 23,468 23,468 Receivables from related companies LaR 10,973 0 10,973 0 0 0 10,973 Other receivables LaR/ n/a/ HfT 88,058 71,398 16,319 4,749 341 0 16,660 thereof: derivatives with a hedging relationship n/a 4,749 4,749 0 4,749 0 0 0 thereof: derivatives without a hedging relationship HfT 341 0 0 0 341 0 341 Investments LaR/FVO/ AfS 3,682 0 2,653 0 1,029 0 3,682 Liabilities Trade payables FLAC 330,768 0 330,768 0 0 0 330,768 Liabilities to related companies FLAC 740 0 740 0 0 0 740 Financial liabilities FLAC/ n/a 136,138 0 136,138 0 0 0 136,138 thereof: liabilities from finance leases n/a 0 0 0 0 0 0 0 Other liabilities FLAC/ n/a/ HfT 290,076 201,272 86,564 7,451 2,240 0 88,804 thereof: other non-interest-bearing liabilities FLAC/ n/a 279,987 193,821 86,166 0 0 0 86,166 thereof: other interest-bearing liabilities FLAC 0 0 398 0 0 0 0 thereof: derivatives with a hedging relationship n/a 7,451 7,451 0 7,451 0 0 0 thereof: derivatives without a hedging relationship HfT 2,240 0 0 0 2,240 0 2,240 Aggregated by Category in Accordance with IAS 39 Loans and receivables LaR 608,992 0 608,992 0 0 0 608,992 Available-for-sale financial assets AfS 2,617 0 2,617 0 0 0 2,617 Financial assets and liabilities measured at fair value through profit or loss (Fair Value Option) FVO 1,029 0 0 0 1,029 0 1,029 Financial assets measured at fair value through profit or loss (Held for Trading) HfT 341 0 0 0 341 0 341 Financial liabilities measured at fair value through profit or loss (Held for Trading) HfT 2,240 0 0 0 2,240 0 2,240 Financial liabilities measured at amortized cost FLAC 554,210 0 554,210 0 0 0 554,210 LaR: Loans and Receivables. FVO: Financial Assets or Financial Liabilities at Fair Value through Profit or Loss (Fair Value Option). HfT: Financial Assets or Financial Liabilities at Fair Value through Profit or Loss (Held for Trading). AfS: Available-for-Sale Financial Assets (At Cost). FLAC: Financial Liabilities at Amortized Cost.



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Carrying Amounts, Amounts Recognized, and Fair Values by Measurement Category as of September 30, 2015 EURk Category in accordance with IAS 39 Carrying amount Thereof outside IFRS 7 Thereof amounts in balance sheet according to IAS 39 Thereof amounts recognized according to IAS 17 Fair value of financial instruments under IFRS 7 Amortized cost Fair value recognized in equity Fair value recognized in profit or loss Assets Cash and cash equivalents LaR 37,838 0 37,838 0 0 0 37,838 Trade receivables LaR/ n/a 501,382 0 479,253 0 0 22,129 501,382 thereof: receivables from finance leases n/a 22,129 0 0 0 0 22,129 22,129 Receivables from related companies LaR 7,112 0 7,112 0 0 0 7,112 Other receivables LaR/ n/a/ HfT 68,159 57,428 10,129 641 602 0 10,731 thereof: derivatives with a hedging relationship n/a 641 641 0 641 0 0 0 thereof: derivatives without a hedging relationship HfT 602 0 0 0 602 0 602 Investments LaR/FVO/ AfS 1,190 0 143 0 1,047 0 1,190 Liabilities Trade payables FLAC 338,128 0 338,128 0 0 0 338,128 Liabilities to related companies FLAC 2,438 0 2,438 0 0 0 2,438 Financial liabilities FLAC/ n/a 177,791 0 176,664 0 0 1,127 177,791 thereof: liabilities from finance leases n/a 1,127 0 0 0 0 1,127 1,127 Other liabilities FLAC/ n/a/ HfT 241,570 174,078 64,023 11,352 3,469 0 67,492 thereof: other non-interest-bearing liabilities FLAC/ n/a 226,749 162,726 64,023 0 0 0 64,023 thereof: derivatives with a hedging relationship n/a 11,352 11,352 0 11,352 0 0 0 thereof: derivatives without a hedging relationship HfT 3,469 0 0 0 3,469 0 3,469 Aggregated by Category in Accordance with IAS 39 Loans and receivables LaR 534,373 0 534,373 0 0 0 534,373 Available-for-sale financial assets AfS 102 0 102 0 0 0 102 Financial assets and liabilities measured at fair value through profit or loss (Fair Value Option) FVO 1,047 0 0 0 1,047 0 1,047 Financial assets measured at fair value through profit or loss (Held for Trading) HfT 602 0 0 0 602 0 602 Financial liabilities measured at fair value through profit or loss (Held for Trading) HfT 3,469 0 0 0 3,469 0 3,469 Financial liabilities measured at amortized cost FLAC 581,253 0 581,253 0 0 0 581,253 LaR: Loans and Receivables. FVO: Financial Assets or Financial Liabilities at Fair Value through Profit or Loss (Fair Value Option). HfT: Financial Assets or Financial Liabilities at Fair Value through Profit or Loss (Held for Trading). AfS: Available-for-Sale Financial Assets (At Cost). FLAC: Financial Liabilities at Amortized Cost.

Financial instruments measured at fair value are allocated to different measurement levels in accordance with IFRS 7. This includes financial instruments that are 1. measured at their fair values in an active market for identical financial instruments (level 1),

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2. measured at their fair values in an active market for comparable financial instruments or using measurement models whose main input factors are based on observable market data (level 2), or 3. using input factors not based on observable market data (level 3).

The amount that is shown under level 3 concerns the 6% interest in WINCOR NIXDORF Immobilien GmbH & Co. KG. The net result of the company will be allocated on a pro-rata basis; therefore the presented fair value will be converted accordingly. The carrying amount changed as follows: EURk Fair value Oct. 1, 2015 Gains Losses Fair value Jun. 30, 2016 Designated as such upon initial recognition 1,047 0 18 1,029

Due to minor changes in the value of the 6% interest the sensitivity analysis of valuation-relevant parameters does not result in significant and decision-useful information.

Segment Report. For the purposes of presenting segment information, the activities of the Wincor Nixdorf Group are divided into operating segments in accordance with the rules contained in IFRS 8 'Operating Segments.' Internal reporting within the Group is conducted on the basis of the customer profiles 'Banking' and 'Retail' as well as on the regional basis; the areas 'Banking' and 'Retail' were defined as operating segments in accordance with IFRS 8.10. As chief operating decision maker (CODM) within the meaning of IFRS 8, our Board of Directors assesses the performance of these two operating segments on the basis of corporate reporting and makes decisions about resources to be allocated. The performance of the operating segments is assessed in particular by referring to 'net sales to external customers' as well as 'net profit on operating activities'. Segment information is prepared in conformity with the accounting policies adopted for preparing and presenting the Group financial statements for fiscal 2014/2015.

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Segment Report by Division. EURk 3rd quarter 2015/20161) 9 months 2015/20162) Banking Retail Group Banking Retail Group Net sales to external customers 385,521 243,882 629,403 1,163,957 774,399 1,938,356 (366,753 ) (193,466 ) (560,219 ) (1,149,492 ) (618,580 ) (1,768,072 ) Net profit on operating activities 26,835 11,389 38,224 88,829 40,700 129,529 (-3,513) (-3,365) (-6,878) (25,448 ) (14,344 ) (39,792 ) Result from equity accounted investments 0 0 0 -143 0 -143 (47 ) 0 (47 ) (-1,156) 0 (-1,156) Investment in intangible assets and property, plant and equipment 1,009 1,546 2,555 27,989 6,298 34,287 (8,069 ) (493 ) (8,562 ) (32,229 ) (3,772 ) (36,001 )

Investment in reworkable service parts 962 418 1,380 4,318 1,364 5,682 (531 ) (141 ) (672 ) (4,189 ) (1,113 ) (5,302 ) Amortization/depreciation of intangible assets and property, plant and equipment 12,079 2,407 14,486 32,864 7,435 40,299 (10,643 ) (1,777 ) (12,420 ) (30,839 ) (5,572 ) (36,411 )

Write-down of reworkable service parts 886 367 1,253 3,462 1,093 4,555 (997 ) (265 ) (1,262 ) (3,203 ) (852 ) (4,055 )

Research and development expenses 16,031 7,711 23,742 44,458 26,223 70,681 (15,286 ) (9,704 ) (24,990 ) (43,088 ) (26,754 ) (69,842 )

1) April 1, 2016 - June 30, 2016. 2) October 1, 2015 - June 30, 2016. Comparative figures for 3rd quarter as well as for the first nine months of previous year are shown in brackets for each item

The respective segment assets did not change considerably compared to September 30, 2015. Reconciliation of Segment Profit to Profit for the Period. The Segment profit equates to the 'net profit on operating activities' of the Condensed Consolidated Income Statement. Net Sales by Region. EURk 3rd quarter 9 months 2015/20161) 2014/20152) 2015/20163) 2014/20154) Europe 436,095 390,941 1,330,685 1,220,873 in % of total net sales 69.3 69.8 68.7 69.0 Included in Europe: Germany 143,148 127,378 425,286 403,927 in % of total net sales 22.7 22.7 21.9 22.8 Asia/Pacific/Africa 116,391 111,680 355,377 346,037 in % of total net sales 18.5 19.9 18.3 19.6 Americas 76,917 57,598 252,294 201,162 in % of total net sales 12.2 10.3 13.0 11.4 Total 629,403 560,219 1,938,356 1,768,072 1) April 1, 2016 - June 30, 2016 2) April 1, 2015 - June 30, 2015 3) October 1, 2015 - June 30, 2016 4) October 1, 2014 - June 30, 2015

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Exhibit 99.3

Unaudited pro forma condensed combined financial information On November 23, 2015, Diebold, Incorporated, which we refer to as 'we', the 'Company' and 'Diebold', a global leader in providing self-service delivery, value-added services and software primarily to the financial services industry, and Wincor Nixdorf AG, or Wincor Nixdorf, a leading provider of information technology, or IT, solutions and services to the financial services and retail industries, announced that the companies had entered into the Business Combination Agreement (as defined herein). Pursuant to the Business Combination Agreement, on February 5, 2016, Diebold made a voluntary public takeover offer to all shareholders of Wincor Nixdorf, which we refer to herein as the takeover offer. Under the terms of the takeover offer, Diebold offered Wincor Nixdorf shareholders EUR38.98 in cash plus 0.434 Diebold common shares per Wincor Nixdorf ordinary share, which is herein referred to as the takeover offer consideration. The acquisition of Wincor Nixdorf ordinary shares pursuant to the takeover offer is herein referred to as the Acquisition.

On August 15, 2016, Diebold completed the takeover offer and delivered the takeover offer consideration to Wincor Nixdorf shareholders who validly tendered their Wincor Nixdorf ordinary shares in the takeover offer. In connection with the closing of the takeover offer, Diebold issued 9,928,514 of new Diebold common shares, or the New Shares. At the closing, Diebold acquired (through Diebold Holding Germany Inc. & Co. KGaA, a German partnership limited by shares (Kommanditgesellschaft auf Aktien) and a wholly owned subsidiary of Diebold), 22,876,760 Wincor Nixdorf ordinary shares, representing 69.15 percent of the total number of all issued Wincor Nixdorf ordinary shares inclusive of treasury shares (76.7 percent of all Wincor Nixdorf ordinary shares outstanding) in exchange for an aggregate takeover offer consideration of approximately $1,275.2 million, consisting of (1) EUR891.7 million in cash and (2) the New Shares (representing EUR49.94 or $55.74 per Wincor Nixdorf ordinary share, based on the closing price of Diebold common shares as of August 12, 2016 of $28.17), valuing Wincor Nixdorf at approximately EUR1.6 billion (approximately $1.8 billion based on an exchange rate of $1.1161 per euro).

The following unaudited pro forma condensed combined financial information is presented to illustrate the estimated effects of the Acquisition of Wincor Nixdorf by Diebold and certain other adjustments listed below through the takeover offer.

The unaudited pro forma condensed combined financial information is based upon the respective historical consolidated financial statements of Diebold and Wincor Nixdorf, and should be read in conjunction with (1) the accompanying notes to the unaudited pro forma condensed combined financial information, (2) the unaudited consolidated financial statements as of June 30, 2016 and for the six-month period ended June 30, 2016 and notes thereto of Diebold included in Diebold's quarterly report on Form 10-Q for the quarterly period ended June 30, 2016, filed with the SEC on July 28, 2016 and incorporated herein by reference, (3) the audited consolidated financial statements for the fiscal year ended December 31, 2015 and notes thereto included in Diebold's annual report on Form 10-K filed with the SEC on February 2, 2016, portions of which (including Part II, Item 8. Financial Statements and Supplementary Data) were recast in the Company's Current Report on Form 8-K filed with the SEC on September 23, 2016 and incorporated herein by reference, and (4) the audited consolidated financial statements for the fiscal year ended September 30, 2015 and notes thereto of Wincor Nixdorf. The unaudited pro forma condensed combined balance sheet as of June 30, 2016 and the unaudited condensed combined statements of operations for the six-month period ended June 30, 2016 include financial information derived from Wincor Nixdorf's historical unaudited consolidated financial statements as of March 31, 2016 and for the six-month period ended March 31, 2016 and notes thereto.

The unaudited pro forma condensed combined balance sheet as of June 30, 2016, and the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2015 and six-month period ended June 30, 2016, are presented herein. The unaudited pro forma condensed combined balance sheet combines the unaudited consolidated balance sheets of Diebold and Wincor Nixdorf as of June 30, 2016 and March 31, 2016, respectively, and gives effect to the Acquisition as if it occurred on June 30, 2016. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2015 combines the historical results of Diebold and Wincor Nixdorf for the years ended December 31, 2015 and September 30, 2015, respectively, and gives effect to the Acquisition as if it occurred on January 1, 2015. The unaudited pro forma condensed combined statement of operations for the six-month period ended June 30, 2016 combines the historical results of Diebold and Wincor Nixdorf for the six-month period ended June 30, 2016 and March 31, 2016, respectively, and gives effect to the Acquisition as if it occurred on January 1, 2015. The historical financial information has been adjusted to give effect to pro forma adjustments that are (1) directly attributable to the Acquisition, (2) factually supportable, and (3) with respect to the unaudited condensed combined statements of operations, expected to have a continuing impact on the combined entity's consolidated results.









The Acquisition of Wincor Nixdorf by Diebold is accounted for using the acquisition method of accounting under the provisions of Accounting Standards Codification 805, 'Business Combinations,' or ASC 805, with Diebold representing the accounting acquirer under this guidance. The following unaudited pro forma condensed combined financial information primarily gives effect to the Acquisition adjustments, which include: * adjustments to reconcile Wincor Nixdorf's historical audited financial statements prepared in accordance with International Financial Reporting Standards (IFRS) to Generally Accepted Accounting Principles (GAAP) and conversion from euros to U.S. dollars;

* application of the acquisition method of accounting in connection with the Acquisition to reflect aggregate offer consideration of $1.3 billion in exchange for 76.7 percent of all outstanding Wincor Nixdorf ordinary shares;

* adjustments to reflect financing arrangements entered into in connection with the Acquisition; and

* transaction costs in connection with the Acquisition.

The unaudited pro forma condensed combined statement of operations also includes certain purchase accounting adjustments, including items expected to have a continuing impact on the combined results, such as increased amortization expense on acquired intangible assets. The unaudited pro forma condensed combined statement of operations does not include the impact of any revenue, cost or other operating synergies that may result from the Acquisition or any related restructuring costs.

The unaudited pro forma condensed combined financial information presented is based on the assumptions and adjustments described in the accompanying notes. The unaudited pro forma condensed combined financial information is presented for illustrative purposes and does not purport to represent what the financial position or results of operations would actually have been if the Acquisition occurred as of the dates indicated or what financial position or results would be for any future periods.









Diebold, Incorporated and subsidiaries Unaudited pro forma condensed combined balance sheet As of June 30, 2016 (in millions) Historical Diebold (June 30, 2016) Wincor Nixdorf (March 31, 2016) (IFRS) (see note 3) Wincor Nixdorf U.S. GAAP adjustments (Note) Wincor Nixdorf (U.S. GAAP) Purchase accounting adjustments (Note) Financing adjustments (Note) Pro forma ASSETS Current assets: Cash and cash equivalents $ 335.5 $ 73.4 $ - $ 73.4 $ - $ 986.7 7(j), (k) $ 1,395.6 Restricted cash 1,823.0 - - - (995.4 ) 7(a) (827.6 ) 7(k) - Short-term investments 26.6 - - - - - 26.6 Trade receivables, net 520.1 527.2 - 527.2 (0.2 ) 7(b) - 1,047.1 Inventories 430.8 436.0 - 436.0 64.4 7(c) - 931.2 Deferred income taxes 116.5 - 32.3 5(b), (d) 32.3 - - 148.8 Prepaid expenses 22.4 - - - - - 22.4 Prepaid income taxes 34.7 17.4 - 17.4 - - 52.1 Other current assets 148.6 99.6 13.3 5(d) 112.9 - (12.9 ) 7(l) 248.6 Total current assets 3,458.2 1,153.6 45.6 1,199.2 (931.2 ) 146.2 3,872.4 Securities and other investments 84.0 4.2 - 4.2 - - 88.2 Property, plant and equipment, net 166.1 138.9 - 138.9 119.6 7(f) - 424.6 Goodwill 169.2 381.9 - 381.9 586.8 7(d) - 1,137.9 Deferred income taxes 60.5 55.9 (44.7 ) 5(b), (d) 11.2 - - 71.7 Finance lease receivables 22.7 18.2 - 18.2 - - 40.9 Other intangible assets 67.9 33.1 (1.0 ) 5(a) 32.1 787.3 7(e) - 887.3 Other assets 11.9 5.5 4.3 5(d) 9.8 - - 21.7 Total other assets, net 582.3 637.7 (41.4 ) 596.3 1,493.7 - 2,672.3 Total assets $ 4,040.5 $ 1,791.3 $ 4.2 $ 1,795.5 $ 562.5 $ 146.2 $ 6,544.7 LIABILITIES AND EQUITY Current liabilities: Notes payable $ 39.0 $ 77.6 $ - $ 77.6 $ - $ (10.3 ) 7(j) $ 106.3 Accounts payable 261.1 375.9 - 375.9 (0.2 ) 7(b) - 636.8 Deferred revenue 217.6 225.7 - 225.7 (37.5 ) 7(g) - 405.8 Payroll and other benefits liabilities 77.6 136.5 - 136.5 - - 214.1 Other current liabilities 322.7 230.7 (42.0 ) 5(b), (d) 188.7 - - 511.4 Total current liabilities 918.0 1,046.4 (42.0 ) 1,004.4 (37.7 ) (10.3 ) 1,874.4 Long-term debt 2,274.0 64.5 - 64.5 - 169.4 7(j) 2,507.9 Pensions and other benefits 194.6 98.6 - 98.6 - - 293.2 Post-retirement and other benefits 19.4 11.8 - 11.8 - - 31.2 Deferred income taxes - 32.1 34.8 5(a)-(d) 66.9 270.8 7(h) - 337.7 Other long-term liabilities 32.5 24.3 (2.5 ) 5(b), (c) 21.8 - - 54.3 Commitments and contingencies - - - - - - - Equity: Diebold, Incorporated shareholders' equity Preferred shares - - - - - - - Common shares 100.0 37.7 - 37.7 (25.3 ) 7(i) - 112.4 Additional capital 440.6 - - - 267.4 7(i) - 708.0 Retained earnings 869.3 606.6 13.9 5(a)-(d) 620.5 (620.5 ) 7(i) (12.9 ) 7(j), (l) 856.4 Treasury shares (562.2 ) (197.7 ) - (197.7 ) 197.7 7(i) - (562.2 ) Accumulated other comprehensive items, net (269.4 ) 58.9 - 58.9 (58.9 ) 7(i) - (269.4 ) Total Diebold, Incorporated shareholders' equity 578.3 505.5 13.9 519.4 (239.6 ) (12.9 ) 845.2 Noncontrolling interests 23.7 8.1 - 8.1 569.0 7(i) - 600.8 Total equity 602.0 513.6 13.9 527.5 329.4 (12.9 ) 1,446.0 Total liabilities and equity $ 4,040.5 $ 1,791.3 $ 4.2 $ 1,795.5 $ 562.5 $ 146.2 $ 6,544.7 See accompanying notes to unaudited pro forma condensed combined financial information.







Diebold, Incorporated and subsidiaries Unaudited pro forma condensed combined statement of operations For the year ended December 31, 2015 (in millions, except per share data) Historical Diebold (December 31, 2015) Wincor Nixdorf (September 30, 2015) (IFRS) (see note 3) Wincor Nixdorf U.S. GAAP adjustments (Note) Wincor Nixdorf (U.S. GAAP) Purchase accounting adjustments (Note) Financing adjustments (Note) Pro forma Net sales Services $ 1,394.2 $ 1,436.8 $ - $ 1,436.8 $ (6.2 ) 8(a) $ - $ 2,824.8 Products 1,025.1 1,351.1 - 1,351.1 (0.3 ) 8(a) - 2,375.9 2,419.3 2,787.9 - 2,787.9 (6.5 ) - 5,200.7 Cost of sales Services 932.8 1,166.1 - 1,166.1 (1.5 ) 8(a) - 2,097.4 Products 834.5 1,057.5 (13.2 ) 5(b), (e), (f) 1,044.3 76.8 8(a)-(d) - 1,955.6 1,767.3 2,223.6 (13.2 ) 2,210.4 75.3 - 4,053.0 Gross profit (loss) 652.0 564.3 13.2 577.5 (81.8 ) - 1,147.7 Selling and administrative expense 488.2 392.6 0.2 5(e), (f) 392.8 68.8 8(c), (d), (e) - 949.8 Research, development and engineering expense 86.9 102.9 4.2 5(a), (e), (f) 107.1 (1.5 ) 8(c), (d) - 192.5 Impairment of assets 18.9 - - - - - 18.9 Gain on sale of assets, net (0.6 ) - - - - - (0.6 ) 593.4 495.5 4.4 499.9 67.3 - 1,160.6 Operating profit (loss) 58.6 68.8 8.8 77.6 (149.1 ) - (12.9 ) Other income (expense) Investment income 26.0 (2.0 ) - (2.0 ) - - 24.0 Interest expense (32.5 ) (8.3 ) 1.8 5(c), (e) (6.5 ) - (115.9 ) 8(i) (154.9 ) Foreign exchange loss, net (10.0 ) (41.3 ) - (41.3 ) - - (51.3 ) Miscellaneous, net 3.7 - - - - (7.0 ) 8(j) (3.3 ) Income (loss) from continuing operations before taxes 45.8 17.2 10.6 27.8 (149.1 ) (122.9 ) (198.4 ) Income tax (benefit) expense (13.7 ) 8.2 4.9 5(a), (b) 13.1 (43.3 ) 8(f) (35.6 ) 8(k) (79.5 ) Income (loss) from continuing operations, net of tax 59.5 9.0 5.7 14.7 (105.8 ) (87.3 ) (118.9 ) Income (loss) from continuing operations attributable to noncontrolling interest 1.7 - - - 37.2 8(g) - 38.9 Income (loss) from continuing operations attributable to Diebold, Inc. $ 57.8 $ 9.0 $ 5.7 $ 14.7 $ (143.0 ) $ (87.3 ) $ (157.8 ) Basic Weighted Average Shares Outstanding 64.9 9.9 8(h) - 74.8 Diluted Weighted Average Shares Outstanding 65.6 9.9 8(h) - 75.5 Basic earnings (loss) per share from continuing operations $ 0.89 $ (2.11 ) Diluted earnings (loss) per share from continuing operations $ 0.88 $ (2.11 ) See accompanying notes to unaudited pro forma condensed combined financial information.







Diebold, Incorporated and subsidiaries Unaudited pro forma condensed combined statement of operations For the six-month period ended June 30, 2016 (in millions, except per share data)

Historical Diebold (June 30, 2016) Wincor Nixdorf (March 31, 2015) (IFRS) (see note 3) Wincor Nixdorf U.S. GAAP adjustments (Note) Wincor Nixdorf (U.S. GAAP) Purchase accounting adjustments (Note) Financing adjustments (Note) Pro forma Net sales Services $ 693.2 $ 716.7 $ - $ 716.7 $ (23.0 ) 8(a) - $ 1,386.9 Products 396.4 722.5 - 722.5 - 8(a) - 1,118.9 1,089.6 1,439.2 - 1,439.2 (23.0 ) - 2,505.8 Cost of sales Services 463.9 552.8 - 552.8 (17.3 ) 8(a) - 999.4 Products 331.8 526.2 1.1 5(b), (e), (f) 527.3 7.6 8(a)-(d) - 866.7 795.7 1,079.0 1.1 1,080.1 (9.7 ) - 1,866.1 Gross profit 293.9 360.2 (1.1 ) 359.1 (13.3 ) - 639.7 Selling and administrative expense 252.9 211.6 1.1 5(e), (f) 212.7 0.1 8(c), (d), (e) - 465.7 Research, development and engineering expense 36.1 51.6 - 5(a), (e), (f) 51.6 (1.6 ) 8(c), (d) - 86.1 Impairment of assets - - - - - - - Gain on sale of assets, net 0.3 - - - - - 0.3 289.3 263.2 1.1 264.3 (1.5 ) - 552.1 Operating profit (loss) 4.6 97.0 (2.2 ) 94.8 (11.8 ) - 87.6 Other income (expense) Investment income 11.2 - - - - - 11.2 Interest expense (35.8 ) (2.8 ) 0.9 5(c), (e) (1.9 ) - (56.0 ) 8(i) (93.7 ) Foreign exchange loss, net (3.6 ) (8.1 ) - (8.1 ) - - (11.7 ) Miscellaneous, net 7.8 11.7 - 11.7 - (12.9 ) 8(j) 6.6 Income (loss) from continuing operations before taxes (15.8 ) 97.8 (1.3 ) 96.5 (11.8 ) (68.9 ) - Income tax (benefit) expense (15.7 ) 28.6 (0.4 ) 5(a), (b) 28.2 (3.4 ) 8(f) (20.0 ) 8(k) (10.9 ) Income (loss) from continuing operations, net of tax (0.1 ) 69.2 (0.9 ) 68.3 (8.4 ) (48.9 ) 10.9 Income (loss) from continuing operations attributable to noncontrolling interest 1.1 - - - 17.8 8(g) - 18.9 Income (loss) from continuing operations attributable to Diebold, Inc. $ (1.2 ) $ 69.2 $ (0.9 ) $ 68.3 $ (26.2 ) $ (48.9 ) $ (8.0 ) Basic Weighted Average Shares Outstanding 65.1 9.9 8(h) - 75.0 Diluted Weighted Average Shares Outstanding 65.7 9.9 8(h) - 75.6 Basic earnings (loss) per share from continuing operations $ (0.02 ) $ (0.11 ) Diluted earnings (loss) per share from continuing operations $ (0.02 ) $ (0.11 ) See accompanying notes to unaudited pro forma condensed combined financial information.







Notes to unaudited pro forma condensed combined financial information

Note 1-Description of the Acquisition On November 23, 2015, Diebold, a global leader in providing self-service delivery, value-added services and software primarily to the financial services industry, and Wincor Nixdorf, a leading provider of IT solutions and services to the financial services and retail industries, announced that the co



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