DIEBOLD NIXDORF, INC : Management’s Discussion and Analysis of Financial Condition and Results of Operations (form 10-Q)

Overview

Management’s discussion and analysis of financial condition and results of
operations should be read in conjunction with the condensed consolidated
financial statements and accompanying notes that appear within this Quarterly
Report on Form 10-Q.

Introduction

The Company is a world leader in enabling Connected Commerce™. The Company
automates, digitizes and transforms the way people bank and shop. The Company's
integrated solutions connect digital and physical channels conveniently,
securely and efficiently for millions of consumers every day. As an innovation
partner for a majority of the world's top 100 financial institutions and top 25
global retailers, the Company delivers unparalleled services and technology that
power the daily operations and consumer experience of banks and retailers around
the world. The Company has a presence in more than 100 countries with
approximately 22,000 employees worldwide.

Strategy

The Company is focused on consistently innovating its solutions to support a
better transaction experience for consumers at bank and retail locations while
simultaneously streamlining cost structures and business processes through the
integration of hardware, software and services.

Organizational Simplification Initiative – Reportable Segment Update


In the second quarter of 2022, we reorganized our reportable segments in
connection with the a new and simplified operating model implemented by the
recently appointed chief executive officer. We believe the new segmentation
aligns with our focus on standard and centralized global product and service
offerings that support our customer base, which is largely comprised of global
financial institutions and retailers. Further, the simplified organization does
not have regional leaders, and operating metrics other than net sales will not
be allocated or analyzed on a regional basis largely due to the centralization
of our manufacturing and procurement functions. Our new reporting units,
determined in accordance with ASC 350, "Intangibles - goodwill and other", are
the same as the operating and reportable segments, which are global Banking and
global Retail.

The reorganization of our operating model was considered a triggering event
indicating a test for goodwill impairment was required on the effective date of
the change. As of April 30, 2022, we performed an interim quantitative goodwill
impairment test for both our old and new reporting units using a combination of
the income valuation and market approach methodology. The determination of the
fair value of the reporting unit requires significant estimates and assumptions,
including significant unobservable inputs. The key inputs included, but were not
limited to, discount rates, terminal growth rates, market multiple data from
selected guideline public companies, management's internal forecasts which
include numerous assumptions such as projected net sales, gross profit, sales
mix, operating and capital expenditures and earnings before interest and taxes
margins, among others. No impairment resulted from the quantitative interim
goodwill impairment test under either the legacy or new reporting unit
structure.

We determined that the fair value of Eurasia Banking had a cushion of
approximately 10 percent when compared to its carrying amounts prior to the
change. The other legacy reporting units had significant excess fair value or
cushion when compared to its carrying amount. Under the new reporting unit
structure, Banking had a cushion of approximately 130 percent and Retail had a
cushion of approximately 110 percent.

While we believe our estimates regarding the fair value of our reporting units
are appropriate, changes in certain assumptions or our failure to execute on the
current plan could have a significant impact to the estimated fair value and may
result in material non-cash impairment charges. We will continue to monitor our
reporting units for changes to the overall business environment that could
ultimately impact their estimated fair value.

COVID-19

The Company continues to deliver high service levels to customers, even in
hard-hit areas around the world, and received positive feedback from customers,
including critical infrastructure providers, such as supermarkets and financial
institutions, as to how effectively it has responded to the pandemic.
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  Table of Contents
                           Discussion and Analysis of
       Financial Condition and Results of Operations as of June 30, 2022
                 DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES
                                  (unaudited)
                (dollars in millions, except per share amounts)

The Company continues to focus on the stability of its suppliers and supply
chain to prepare for any potential difficulties stemming from the pandemic.
Supply chain disruption, whether it be access to critical raw material
components, such as semiconductor chips, or freight lead times and availability,
negatively affected virtually every business in some form - Diebold Nixdorf
included. The Company's financial performance continues to be heavily impacted
by longer lead times - both inbound and outbound - as well as non-billable
inflationary pressures associated with these headwinds. While it will take time,
we look forward to moving past the global macroeconomic challenges we have faced
over the past two years by utilizing various mitigation strategies (e.g., supply
chain optimization and price increases) to deliver for our customers and
shareholders. We believe the Company is well-positioned to capitalize on the
strong demand for our products and solutions as customers continue to desire our
market-leading devices, services and software, as the market increasingly moves
toward a self-service automation focus driven by the evolving behavior of
consumers.

Given the measure of uncertainty surrounding the COVID-19 pandemic and the
impacts it may have on our business and the businesses of our customers and
suppliers, the possible resurgence of COVID-19 infection rates, including those
resulting from new variants, and government actions in response thereto could
disrupt our operations and our supply chain and materially adversely affect our
business. Because of this uncertainty, we cannot reasonably estimate the
ultimate impact to our business, results of operations, cash flows and financial
position that the COVID-19 pandemic may have, but such impact could be material.

CONNECTED COMMERCE SOLUTIONS™


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

Banking

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

Banking Services


Services represents the largest operational component of the Company and
includes product-related services, implementation services and managed services.
Product-related services incidents are managed through remote service
capabilities or an on-site visit. The portfolio includes contracted maintenance,
preventive maintenance, "on-demand" maintenance and total implementation
services. Implementation services help our customers effectively respond to
changing customer demands and includes scalable solutions based on globally
standardized processes and tools, a single point of contact and reliable local
expertise. Managed services and outsourcing consist of managing end-to-end
business processes and technology integration. Our integrated business solutions
include self-service fleet management, branch life-cycle management and ATM
as-a-service capabilities which can facilitate millions of transactions via
ATMs, kiosks, and other self-service devices, as well as via online and mobile
digital channels. An important enabler of the Company's offerings is the
professional service employees who provide systems integration, customization,
project management and consulting. This team collaborates with customers to
refine the end-user experience, improve business processes, refine existing
staffing models and deploy technology to automate both branches and stores.

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

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Banking Products


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

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


•superior availability and performance;
•next-generation cash recycling technology;
•full integration with the DN Vynamic™ software suite;
•a modular and upgradeable design, which enables customers to respond more
quickly to changing customer demands;
•higher note capacity and processing power;
•improved security safeguards to protect customers against emerging physical,
data and cyber threats;
•a streamlined physical footprint, which is up to 40% less than both legacy
models and certain competing ATMs;
•made of recycled and recyclable materials and is 25% lighter than most
traditional ATMs, reducing CO emissions both in the manufacturing and
transportation of components and terminals;
•uses LED technology and highly efficient electrical systems, resulting in up to
50% power savings versus traditional ATMs; and
•increased branding options for financial institutions.


Retail

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

Retail Services


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

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

In addition to services for retailers, the Company provides installation,
management, and delivery services for electric vehicle (EV) charging stations.
The Company delivers this service primarily for EV charging station deployers
and dealers through its DN AllConnect Services? offering, helping clients
maintain the highest uptime at the lowest total cost of ownership for their EV
charging networks.

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  Table of Contents
                           Discussion and Analysis of
       Financial Condition and Results of Operations as of June 30, 2022
                 DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES
                                  (unaudited)
                (dollars in millions, except per share amounts)

Retail Products


The retail product portfolio includes modular and integrated, "all-in-one" POS
and self-service terminals that meet changing consumer shopping journeys, as
well as retailers' and store staff's automation requirements. The Company's
self-checkout (SCO) products and ordering kiosks facilitate a seamless and
efficient transaction experience. The BEETLE®/iSCAN EASY eXpress™, hybrid
products, can alternate from attended operation to SCO with the press of a
button. The K-two Kiosk automates routine tasks and in-store transactions,
offers order-taking abilities, particularly at quick service restaurants (QSRs)
and fast casual restaurants and presents functionality that furthers store
automation and digitalization. Supplementing the POS system is a broad range of
peripherals, including printers, scales and mobile scanners, as well as the cash
management portfolio, which offers a wide range of banknote and coin processing
systems.

Business Drivers

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


•demand for self-service and automation from Banking and Retail customers driven
by the evolution of consumer behavior;
•demand for cost efficiencies and better usage of real estate for bank branches
and retail stores as they transform their businesses to meet the needs of their
customers while facing macro-economic challenges;
•demand for services on distributed IT assets such as ATMs, POS and SCO,
including managed services and professional services;
•timing of product upgrades and/or replacement cycles for ATMs, POS and SCO;
•demand for software products and professional services;
•demand for security products and services for the financial, retail and
commercial sectors; and
•demand for innovative technology in connection with the Company's Connected
Commerce strategy.



Results of Operations

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

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Net Sales

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


                                         Three months ended                                                                     Percent of Total Net 

Sales for the Three months ended

                                               June 30                                                                                                 June 30
                                        2022                2021             % Change            % Change in CC (1)                 2022                                      2021
Segments
Banking
Services                          $    389.3             $ 424.0               (8.2)                     (4.5)                      45.7                                      45.0
Products                               200.9               214.5               (6.3)                     (0.4)                      23.6                                      22.7
Total Banking                          590.2               638.5               (7.6)                     (3.1)                      69.3                                      67.7

Retail
Services                               136.1               162.7              (16.3)                     (7.2)                      16.0                                      17.2
Products                               125.4               142.3              (11.9)                     (3.5)                      14.7                                      15.1
Total Retail                           261.5               305.0              (14.3)                     (5.5)                      30.7                                      32.3

Total Net Sales                   $    851.7             $ 943.5               (9.7)                     (3.9)                     100.0                                     100.0

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

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


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

Segments


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

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







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  Table of Contents
                           Discussion and Analysis of
       Financial Condition and Results of Operations as of June 30, 2022
                 DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES
                                  (unaudited)
                (dollars in millions, except per share amounts)
                                           Six months ended                                                                      Percent of Total Net

Sales for the Six months ended

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

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

Total net sales                     $ 1,681.5          $ 1,887.4              (10.9)                     (6.3)                     100.0                                     100.0

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

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

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

Segments


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

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


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

                                      Three months ended                        Six months ended
                                            June 30                                  June 30
                                  2022           2021              % Change         2022          2021              % Change
Gross profit - services       $   150.3       $ 176.8              (15.0)        $ 302.3       $ 360.8              (16.2)
Gross profit - products            10.5          75.1              (86.0)           43.8         164.3              (73.3)
Total gross profit            $   160.8       $ 251.9              (36.2)        $ 346.1       $ 525.1              (34.1)

Gross margin - services            28.6  %       30.1  %                            28.7  %       31.1  %
Gross margin - products             3.2  %       21.0  %                             7.0  %       22.6  %

Total gross margin                 18.9  %       26.7  %                            20.6  %       27.8  %



Services gross margin decreased 150 and 240 basis points in the three and six
months ended June 30, 2022, respectively, as a result of inflationary internal
labor costs, higher third-party labor costs, reduced high-margin installation
activity and lower fixed cost absorption due to the sales decline. Additionally,
certain low-margin contracts were entered into within growing Eurasia markets in
the interest of growing the Company's geographical footprint.

Product gross margin decreased 1,780 basis points and 1,560 basis points in the
three and six months ended June 30, 2022, respectively, with a key factor being
a $34.4 write-off of legacy product inventory that is no longer being marketed
or produced as a result of a product portfolio optimization, and which is not
usable by the service organization. Also during the three months ended June 30,
2022, restructuring and transformation product cost of sales were $8.7, which
primarily related to severance accruals for exiting employees. Excluding the
inventory write-off, restructuring and transformation charges and other
non-routine items, product gross margin decreased 560 and 940 basis points in
the three and six months ended June 30, 2022, respectively, due to raw material
price inflation and higher inbound and outbound logistics costs.

Operating Expenses


The following table represents information regarding the Company's operating
expenses:

                                                       Three months ended                                    Six months ended
                                                            June 30                                               June 30
                                                 2022              2021               % Change             2022             2021            % Change
Selling and administrative expense           $   213.8          $ 204.8                  4.4            $ 394.8          $ 408.2             (3.3)
Research, development and engineering
expense                                           33.1             35.6                 (7.0)              65.4             69.7             (6.2)
(Gain) loss on sale of assets, net                   -             (1.4)                      N/M           0.2             (1.9)           110.5
Impairment of assets                               5.4                -                       N/M          60.6                -                   N/M
Total operating expenses                     $   252.3          $ 239.0                  5.6            $ 521.0          $ 476.0              9.5
Percent of net sales                              29.6  %          25.3  %                                 31.0  %          25.2  %



Selling and administrative expense increased $9.0 in the three months ended June
30, 2022 and decreased $13.4 in the six months ended June 30, 2022,
respectively, compared to the corresponding periods in 2021. Included in selling
and administrative expense for the three and six months periods ended June 30,
2022 are $39.8 of severance charges for exiting employees resulting from the
organizational simplification. Excluding the severance charge, selling and
administrative expense has decreased from each of the three and six month
periods ended June 30, 2021 primarily as a result of decreased incentive
compensation in connection with the decline in profitability and cash flows.
Also contributing to the decrease are decreased depreciation and amortization
resulting from consecutive years of reduced capital expenditures.

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  Table of Contents
                           Discussion and Analysis of
       Financial Condition and Results of Operations as of June 30, 2022
                 DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES
                                  (unaudited)
                (dollars in millions, except per share amounts)
In connection with the executive transition that took place in the first quarter
of 2022 and the culmination of related process optimization workshops, the
decision was made to indefinitely suspend the Company's North American ERP
rollout. Due to the decision to focus the Company's cloud-based ERP
implementation efforts on the distribution subsidiaries and the process
workshops determining that work done for North America was not able to be
leveraged at the distribution subsidiaries, the Company recorded an impairment
of capitalized cloud-based North America ERP costs of $38.4 in the first quarter
of 2022.

Also during the first quarter of 2022 and as a result of the Russian incursion
into Ukraine and the related economic sanctions, the Company impaired $16.8 of
assets connected with the Company's operations in Russia, Ukraine and Belarus.

Operating Profit (Loss)


The following table represents information regarding the Company's operating
profit (loss):
                                    Three months ended                           Six months ended
                                         June 30                                     June 30
                                 2022           2021           % Change         2022          2021           % Change
Operating profit (loss)      $    (91.5)      $ 12.9              N/M        $ (174.9)      $ 49.1              N/M
Operating margin                  (10.7) %       1.4  %                         (10.4) %       2.6  %



Operating profit decreased by $104.4 in the three months ended June 30, 2022 and
decreased $224.0 in the six months ended June 30, 2022, compared to the
prior-year periods. The decrease in operating profit for the three months ended
June 30, 2022 is the result of the decrease in gross profit and the $78.3 of
restructuring and transformation charges discussed in Note 8. Also contributing
to the decrease in operating profit for the six months ended June 30, 2022 was
the $55.2 of impairment charges taken in the first quarter of 2022 and discussed
above.

Other Income (Expense)

The following table represents information regarding the Company's other income
(expense), net:

                                                             Three months ended                                      Six months ended
                                                                  June 30                                                June 30
                                                       2022                2021               % Change               2022             2021               % Change
Interest income                                  $      1.0             $   2.3                (56.5)             $   2.3          $   4.0                (42.5)
Interest expense                                      (49.6)              (49.7)                (0.2)               (97.7)           (98.4)                (0.7)
Foreign exchange gain (loss), net                       2.3                (9.2)                      N/M            (2.4)            (3.5)               (31.4)
Miscellaneous, net                                      4.6                 2.7                 70.4                  7.2              2.0                       N/M
Other income (expense), net                      $    (41.7)            $ (53.9)               (22.6)             $ (90.6)         $ (95.9)                (5.5)



Interest income and expense remained materially consistent for the three and six
month periods ended June 30, 2022 and 2021 as there have been no substantial
changes to the Company's debt agreements.

Foreign exchange gain (loss), net, includes realized gains and losses, primarily
related to euro and Brazilian real foreign currency exposure, which was
favorable in the three months ended June 30, 2022 and unfavorable in the six
months ended June 30, 2022 and six months ended June 30, 2022 and 2021.

Miscellaneous, net for the three and six month periods ended June 30, 2022 is
favorable to the three and six month periods ended June 30, 2021 primarily due
to the recognition of non-service pension plan actuarial benefits, the most
significant of which is in Germany.

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Net Loss


The following table represents information regarding the Company's net loss:

                                 Three months ended                           Six months ended
                                      June 30                                      June 30
                              2022           2021           % Change         2022           2021           % Change

Net loss                  $  (199.1)      $ (30.3)                 N/M    $ (383.0)      $ (38.4)                 N/M
Percent of net sales          (23.4) %       (3.2) %                         (22.8) %       (2.0) %
Effective tax rate            (48.2) %       27.0  %                         (43.4) %       20.7  %



Changes in net loss are a result of the fluctuations outlined in the previous
sections. The change in net loss is also impacted by an increase in income tax
expense that is the result of a valuation allowance of $127.4 that was recorded
on the deferred tax assets of all entities in a net deferred tax asset position
in connection with management's going concern assessment discussed in Note 9.

Segment Operating Profit Summary


The following tables represent information regarding the segment operating
profit metrics, which exclude the impact of restructuring and non-routine
charges. Refer to Note 19 for further details regarding the determination of
reportable segments and the reconciliation between segment operating profit and
consolidated operating profit.

                                                Three months ended                                      Six months ended
                                                     June 30                                                 June 30
Banking:                                  2022              2021               % Change              2022               2021                % Change
Net sales                             $   590.2          $ 638.5                 (7.6)           $ 1,152.9          $ 1,278.0                 (9.8)
Segment operating profit              $    80.5          $ 101.8                (20.9)           $   126.2          $   210.8                (40.1)
Segment operating profit margin            13.6  %          15.9  %                                   10.9  %            16.5  %



Segment operating profit decreased $21.3 in the three months ended June 30, 2022
and decreased $84.6 in the six months ended June 30, 2022, as compared to the
prior-year periods due to the gross profit decline which is the result of the
sales decline, raw material price inflation and higher inbound and outbound
logistics costs. Operating expenses decreased in comparison to the prior-year
periods, which is the result of cost reductions connected to the organizational
simplification, lower incentive compensation expense and foreign currency
translation.


                                                 Three months ended                                     Six months ended
                                                      June 30                                               June 30
Retail:                                    2022              2021               % Change              2022             2021               % Change
Net sales                              $   255.8          $ 305.0                (16.1)            $ 517.5          $ 609.4                (15.1)
Segment operating profit               $    34.6          $  39.1                (11.5)            $  58.8          $  81.3                (27.7)
Segment operating profit margin             13.5  %          12.8  %                                  11.4  %          13.3  %



Segment operating profit decreased $4.5 in the three months ended June 30, 2022
and decreased $22.5 in the six months ended June 30, 2022, as compared to the
prior-year periods, largely as a result of decreased net sales. Gross margin
percentage decreased albeit largely due to lower fixed cost absorption due to
the revenue decline. Operating expenses decreased in comparison to the
prior-year periods for the same reasons as discussed in the Banking section
above.


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  Table of Contents
                           Discussion and Analysis of
       Financial Condition and Results of Operations as of June 30, 2022
                 DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES
                                  (unaudited)
                (dollars in millions, except per share amounts)
                                                     Three months ended                                        Six months ended
                                                           June 30                                                  June 30
Corporate:                                      2022                2021               % Change               2022             2021               % 

Change

Charges not allocated to segments        $     62.8               $ 77.8                (19.3)             $ 133.6          $ 150.0                (10.9)



Corporate does not represent a reportable segment, but the table above includes
charges not allocated to segments as they are not directly attributable and are
managed independently by the CODM. These include include headquarter-based costs
associated primarily with human resources, finance, IT and legal. The decreases
in cost from the prior year period are a result of incentive compensation
expense declines in combination with this category of costs being among the most
impacted by the current restructuring program.



Liquidity and Capital Resources

The Company’s total cash and cash availability as of June 30, 2022 and
December 31, 2021 was as follows:


                                                    June 30, 2022       

December 31, 2021

   Cash, cash equivalents and restricted cash      $        249.9      $            388.9
   Less: Restricted cash                                     (0.5)                      -
   Additional cash availability from:
   Cash included in assets held for sale                      3.4                     3.1
   Uncommitted lines of credit                               36.5                    27.5
   Revolving Facility                                        50.2                   284.0
   Short-term investments                                    31.4                    34.3
   Total cash and cash availability                $        370.9      $            737.8



Capital resources are obtained from income retained in the business, borrowings
under the Company's senior notes, committed and uncommitted credit facilities
and operating and capital leasing arrangements. The Company had $0.5 and $0.0 of
restricted cash at June 30, 2022 and December 31, 2021, respectively. The
balance in restricted cash relates to the Company's liability to a
transaction-processing customer for transactions where we have received funds
from transacting parties and must pass those funds to the end customer.

As of June 30, 2022, the Company had a revolving facility provided by the
Company's credit agreement (the Credit Agreement) of up to $330.0 (the Revolving
Facility) which is due on July 20, 2023. Refinancing the components of our debt
arrangements that have near-term maturities, inclusive of the Revolving Facility
and Term Loan B Facility, is a top priority. The weighted-average interest rate
on outstanding Revolving Facility borrowings as of June 30, 2022 and
December 31, 2021 were 5.97 percent and 4.75 percent, respectively which are
variable based on the London Interbank Offered Rate (LIBOR). There was $50.2
available under the Revolving Facility as of June 30, 2022, after excluding
$26.9 in outstanding letters of credit.

The following table summarizes the results of the Company’s condensed
consolidated statement of cash flows for the six months ended June 30, 2022 and
2021:

© Edgar Online, source Glimpses

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