DIEBOLD NIXDORF Inc

(dollars in millions)

GENERAL

Diebold Nixdorf, Incorporated (collectively with its subsidiaries, the Company) automates, digitizes and transforms the way people bank and shop. The Company is a global market leader in providing mission-critical hardware, software, and services to global blue-chip banking and retail clients. As a partner to the majority of the world's top 100 financial institutions, top 10 global Fortune 500 petroleum companies and top 25 global retailers, the Company's integrated solutions connect digital and physical channels conveniently, securely and efficiently for millions of consumers each day. The Company has a presence in more than 100 countries with approximately 21,000 employees worldwide.

Voluntary Reorganization and Fresh Start Accounting

On August 11, 2023, we emerged from the Restructuring Proceedings described in Note 2 to the consolidated financial statements. As discussed in Note 1 to the consolidated financial statements, upon emergence from the Proceedings, the Company qualified for and adopted fresh start accounting (Fresh Start Accounting), which resulted in the Company becoming a new entity for financial reporting purposes. References to “Predecessor” relate to the consolidated statements of operations for the twelve months ended December 31, 2022 and for the period from January 1, 2023 through and including the adjustments from the application of Fresh Start Accounting on August 11, 2023 (Predecessor Periods). References to “Successor” relate to the consolidated balance sheets of the reorganized Company as of December 31, 2023 and 2024 and the consolidated statements of operations for the period from August 12, 2023 through December 31, 2023 and for the twelve months ended December 31, 2024 (Successor Periods) and are not comparable to the consolidated financial statements of the Predecessor as indicated by the “black line” division in the financial statements and footnote tables, which emphasizes the lack of comparability between amounts presented. The Company’s financial results for future periods following the application of Fresh Start Accounting will be different from historical trends and the differences may be material.

For a more detailed discussion of the Restructuring Proceedings, see Note 2 to the consolidated financial statements.

Strategy

The Company seeks to continually enhance the consumer experience at bank and retail locations while simultaneously streamlining cost structures and business processes through the smart integration of hardware, software and services. The Company partners with other leading technology companies and regularly refines its research and development (R&D) spend to support a better transaction experience for consumers.

Operational Priorities

The Company is establishing foundational priorities to support its business for the current environment and beyond. The Company is committed to a journey of continuous improvement, focusing on key processes to continuously deliver customer value, driven by four elements:

•People;

•Profitable Revenue Growth;

•Margin Expansion; and

•Free Cash Flow Conversion.

These changes have allowed us to deliver innovative, industry-leading products while providing superior services to our diverse customer base.

People

Through trust, transparency and a shared commitment to excellence, the Company strives to attract, develop and retain exceptional people. It is focused on creating leading-edge products, delivering world-class service and committing to employee engagement to deliver on key objectives.

A strong team drives profitable revenue growth by winning new customers, increasing the Company’s wallet share with existing customers, and accelerating growth through innovation with crisp commercial execution.

Profitable revenue growth

We are focused on accelerating revenue growth by leveraging our DN Series innovation combined with improved commercial execution, which includes winning new customers, increasing wallet share, accelerating growth through innovation and executing on the R&D technology pipeline to maintain technology leadership. Our Banking segment revenue declined approximately 4.4% for the three months ended December 31, 2024 compared to the three months ended December 31, 2023 due to refresh activity and the adoption of cash recycling. Our Retail segment declined approximately 5.3% for the three months ended December 31, 2024 compared to the three months ended December 31, 2023. The decline was largely due to product market headwinds following years of increased investment in self-service solutions following the COVID-19 pandemic.

Retail Services has remained resilient due largely to SCO contract base growth. We also seek to grow our revenue by executing on a R&D technology pipeline to innovate for customers and maintain technology leadership.

Margin expansion

We are taking steps to enhance our profit margins while simultaneously improving customer service levels. DN is in the initial stages of its continuous improvement and lean journey, which management expects to drive improved profitability and execution. Product margin efficiencies are expected to be driven by increased production efficiency, reduced component costs, and lower inbound / outbound logistics costs. Services margin expansion is expected to be a function of restoring basic daily / weekly operating discipline, optimizing tech coverage model, implementing Oracle Field Services, improving spare parts management, as well as addressing revenue leakage.

Free cash flow conversion

We endeavor to improve free cash flow conversion, which we define as free cash flow as a percentage of Adjusted EBITDA, through one or more of the following: EBITDA growth, lower interest expense, increased working capital efficiency, and a reduction in professional fees.

Services and Product Solutions

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

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.

Services

Our Banking segment offers services such as the operation of integrated core components to maximize security and drive efficient operations for monitoring and cash management; implementation services; maintenance and availability services; managed services; cash and branch automation services; our AllConnect Data Engine, which provides data driven intelligence; and our Transaction Middleware, which is an adaptable cloud-native transaction processing platform.

Services represents our largest operational component by revenue 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 the end-to-end business processes and technology integration. Our integrated business solutions include self-service fleet management, branch life-cycle management, ATM as-a-service capabilities, cash cycle management, end-to-end security and transaction management.

Data intelligence powers our service model. We leverage artificial intelligence (AI) to enable faster incident resolution by automating diagnoses and recommending solutions, and we use AI to conduct preventive maintenance risk reduction. Our knowledge base is accessible by all technicians via an application.

Furthermore, our advisory services 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.

Products

The Banking portfolio of products consists of cash recyclers and dispensers, teller automation and advanced kiosk technologies. As financial institutions seek to expand their self-service transaction set and reduce operating costs by shrinking their physical branch footprint, we offer the DN Series® family of self-service solutions.

DN Series products are the culmination of several years of investment in consumer research, design and engineering resources. The DN Series addresses all branch transformation needs and various cash ecosystems, from cash heavy to cash light.

The DN Series ATMs use sensor technology, combined with our latest cloud-based analytics platform, the AllConnect Data Engine, to provide customers with higher performance levels and increased uptime. The DN Series features IoT-enabled data points, which collect and send information to a cloud-based system. Intelligent processing is then applied to that data and a root-cause analysis is conducted to quickly identify and resolve issues before they occur.

The DN Series modular and upgradeable design is the most compact in the industry but has up to 50% higher cassette capacity compared to legacy technology to allow for more notes to be processed, offering a compelling value proposition to our customers.

DN Series Cash Recyclers reduce cash handling and cash management related costs by automating all aspects of the cash management process. DN Series Cash Recyclers provide key benefits across branches and ATMs, including reducing necessary cash-in-transit visits, improving the usability rate of cash, and providing better transparency regarding cash positions and amounts, while providing higher customer satisfaction and uptime. Combined with DN Series Teller Automation devices, the result is a closed loop cash ecosystem at the branch.

The DN Series features the latest cash recycling technology, enabling the ATMs to dispense cash deposited by consumers instead of only from cash supplied by the financial institution, reducing the time and expense associated with replenishing cash inventory.

We are committed to innovation as evidenced by our recently introduced DN Teller Cash Recycler and DN Dual Tower Recycler. The DN Teller Cash Recycler leverages our industry leading cash recycling technology to support comprehensive automation across the entire cash ecosystem at the bank branch. The DN Dual Tower Recycler features the highest cash / note capacity in the market, thereby lowering the cost of managing cash in high cash usage markets.

Software

The Company's DN Vynamic software is an end-to-end software portfolio designed to simplify and enhance the consumer experience. This platform is cloud-native, provides new capabilities and supports advanced transactions via open application program interface (API). In addition, the Company’s software suite simplifies operations by eliminating the traditional focus on internal silos and enabling inter-connected partnerships between financial institutions and payment providers. Through its open approach, DN Vynamic enables new levels of connectivity, integration, and interoperability. The Company’s software suite provides a shared analytic and transaction engine.

Important enablers of our software offerings are the professional service employees who provide systems integration, customization, project management and consulting in order to provide a fully integrated and harmonized solution for banks.

Key Value Drivers

•Our DN Series recyclers are replacing legacy ATMs, as the lack of integration between branch and ATM cash ecosystems are driving redundancies and inefficiencies.

•Managed ATM services are a growing portion of our business as financial institutions are increasingly outsourcing management of ATM fleets, cost efficiency, compliance, security and delivering against evolving consumer needs.

•We are strategically targeting growth markets, where there is significant cash usage or opportunity to replace legacy ATMs.

•We are intensely focused on optimizing the operations / margins via our Continuous Improvement and Lean initiatives.

Retail

The Company’s comprehensive suite of retail solutions, software and services improves the checkout process for retailers while enhancing shopping experiences for consumers. We employ a consultative approach intensely focused on creating seamless customer journeys across the omni-channel.

We maintain strong partnerships with retailers across Europe as a retail systems provider for a list of clients that includes 24 of the top 25 European retailers. Seven of the top ten Global Fortune 500 petroleum companies are our customers. As of December 31, 2024, we were number one in terms of electronic point-of-sale (EPOS) and self-checkout (SCO) shipments in Europe and number two globally according to RBR, with approximately 110,000 SCO installed base units globally.

Services

Our 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 Retail services portfolio includes: implementation services to expand, modernize or upgrade store concepts and enable standardized implementation with localized expertise; maintenance and availability services for on-site incident resolution and restoration of multivendor solutions; support services for on-demand service desk support; managed self-service for remote monitoring of stationary and mobile endpoint hardware and multivendor software and planned software deployments and data moves; and professional services for global integration of the suite’s capabilities. 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. Furthermore, we serve as a system integrator for many third-party technology products / peripherals across the broader store IT landscape via our implementation services solutions.

Our remote services provide incident handling through proactive detection and remote resolution and a single point of contact for multivendor support. Our predictive remote services enable the monitoring of resiliency and solution expert consultation and use AI to collect real-time insights from tens of thousands of devices globally and predict downtime risks and solve issues before they occur. Our smart local services include field operations focused on both break-and-fix services and preventive maintenance. The break-and-fix services are coordinated through remote services. We use AI prediction to conduct preventive maintenance risk reduction and advanced call diagnostics to improve our first time fix rate.

Products

The retail product portfolio includes both modular and integrated, “all-in-one” POS as well as self-service solutions such as SCO and self-service kiosks that address changing consumer shopping journeys, as well as retailers’ and store staff’s automation requirements. Supplementing the product portfolio is a broad range of peripherals, including printers, scales and mobile scanners. Additionally, our retail software solutions are inclusive of a cloud native software platform, which is hardware agnostic and multivendor capable.

Our EPOS and our self-service solutions (SCO and kiosk) address the shift to low-touch retail solutions and software-driven digital journeys. The COVID-19 pandemic accelerated demand for SCOs with a shift to self-service as the prominent checkout format.

Our retail product portfolio includes flexible and modular SCO products and interactive self-ordering kiosks that facilitate a seamless and efficient transaction experience. In 2023, the Company introduced the DN Series™ EASY ONE, the newest member of its DN Series EASY family of self-service solutions. The DN Series EASY ONE is a revolutionary checkout platform built to transform the assisted and self-service shopping experiences, improve store efficiency and reduce retailer total cost of ownership. Designed for retail environments where maximum flexibility is required, the DN Series EASY ONE can be configured for assisted, semi-assisted or full self-service checkout while offering tremendous options for peripherals and mounting. The DN Series EASY MAX 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. DN Series EASY self-checkout solutions provide higher uptime and reduced costs through remote monitoring of hardware and software and have the flexibility to integrate with heterogenous or industry-standard software.

Our POS system, the BEETLE branded family of solutions, allows our retail clients to adapt to today’s ever-changing technological environment. The all-in-one POS offering provides our retail clients with a “retail-hardened” design and cutting-edge innovation, all in a simple touchscreen enabled design. Our modular POS system can be adapted to a wide range of performance levels and other requirements to match our customers’ needs.

The Company is a market leader in supplying self-service solutions (SCO and self-service kiosks) with a variety of solutions to meet specific customer needs. SCOs and kiosks are used in a wide array of industries, including fuel, convenience, grocery, retail, restaurant and hospitality. Our self-service kiosks automate routine tasks and in-store transactions, including order-taking at quick service restaurants / fast casual restaurants, product information displays and ticket sales, and present functionality that furthers store automation and digitalization. By automating routine tasks, retailers are able to redeploy resources to offer an improved in-store experience to customers.

Software

Our DN Vynamic software is an open, unified commerce platform to digitize and connect consumer journeys, retail stores and back-office operations in a scalable and efficient way. Some of the DN Vynamic portfolio are geared for specific industries such as the fuel, convenience, specialty, fashion and grocery industries. Other Vynamic portfolio platforms were developed for specific purposes, such as digital receipts, mass and personalized rewards, data analytics and visualization and fiscal and legal requirements.

Our DN Vynamic software suite for retailers provides a comprehensive, modular and open solution to enable critical business processes ranging from in-store check-out to connecting transaction baskets 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. The suite also includes the following products: Vynamic POS for transaction handling; Vynamic Digital for mobile solutions; Vynamic Engage for loyalty solutions; Vynamic Retail Platform, a cloud-based, open retailing commerce platform; Vynamic Personal Shopper for personalized mobile shopping experiences; and Vynamic Self-Service, a self-service application for diverse operating systems.

Our Vynamic Self-Service suite has also harnessed the power of AI to reduce friction and minimize shrink loss. Vynamic Smart Vision, our AI-enabled software, is designed to prevent the most common sources of loss at self-service and traditional POS checkouts. The Fresh Produce Recognition feature uses AI to check the scanning area, identify the type of produce item and display the result. The Age Verification feature uses AI to analyze age thresholds and identify customer’s age by an algorithm. The Shrink Reduction feature uses AI to check the scanning area and identify suspicious behavior and fraud attempts.

Key Value Drivers

•Our EPOS and SCO products address the shift to low-touch retail solutions and software-driven digital journeys. The COVID-19 pandemic accelerated demand for SCOs with a shift to self-service as the prominent checkout format.

•Our DN Vynamic retail platform is connecting consumer journeys, retail stores and back-office operations in a scalable and efficient way.

•We are capitalizing on the need to solve the most common sources of loss / friction at self-service and traditional POS checkouts through our AI-enabled software, which is designed to prevent shrink, age-restricted sales, product identification, etc.

•We believe we have an opportunity to expand penetration in North America – beyond what has traditionally been a European-focused footprint.

COMPETITION

The Company competes with global, regional and local competitors to provide technology solutions for financial institutions and retailers. The Company differentiates its offerings by providing a wide range of dynamic solutions that leverage innovations in advanced security, biometric authentication, AI, mobile connectivity, contactless transactions, cloud computing and Internet of Things (IoT).

Competitors in the self-service banking market include NCR Atleos, Hyosung TNS, GRG Banking Equipment, Glory Global Solutions, Hitachi CS, Oki Data and Triton Systems, as well as a number of local manufacturing and service providers.

In the self-service software market, the Company, in addition to the key hardware players, competes with several companies like KAL, Fiserv, Auriga SPA, ESQ Data Solutions and with the internal software development teams of banks (proprietary software).

In the retail market, the Company helps retailers transform their stores to a consumer-centric approach by providing POS, advanced self-service solutions, retail cloud software and services. The Company competes with key players like NCR Voyix plus other technology firms such as Toshiba and Fujitsu, and specialized software players such as GK Software, Oracle, Aptos, PDI and PCMS. Many retailers also work with proprietary software solutions.

For its services offerings, the Company perceives competition to be fragmented, especially in the product-related services segment. While other manufacturers provide basic levels of product support, the competition also includes local and regional third-party providers. With respect to higher-value managed services, the Company competes with large global hardware manufacturers and IT service providers in the Banking and Retail areas.

OPERATIONS

The Company’s operating results and the amount and timing of revenue are affected by numerous factors, including supply chain, production schedules, customer priorities, sales volume and mix. During the past several years, the Company has honed its offerings to become a total solutions provider. As a result of the emphasis on services and software, the nature of the Company's workforce is changing and requires new skill sets in areas such as:

•advanced security and compliance measures;

•advanced sensors;

•IoT;

•modern field services operations;

•cloud computing;

•analytics;

•AI; and

•as-a-service expertise.

The principal raw materials used by the Company in its manufacturing operations are steel, plastics, electronic parts and components and spare parts, which are purchased from various major suppliers.

The Company carries working capital mainly related to trade receivables and inventories. Inventories generally are manufactured or purchased as orders are received from customers. The Company’s customary payment terms typically range from 30 to 90 days from date of invoice. The Company generally does not offer extended payment terms. The Company also provides, in limited circumstances, financing arrangements to customers that are largely classified and accounted for as sales-type leases.

HUMAN CAPITAL MANAGEMENT

We are a world leader in automating, digitizing, and transforming the way people bank and shop. However, we would not be in that position without our employees, one of our most valuable assets. Diebold Nixdorf is improving the employee experience by leveraging best practices and investing in the tools necessary to develop and reward talent across the Company.

Employee Profile

As of December 31, 2024, we employed approximately 21,000 associates globally supporting more than 100 countries.

Culture

We govern our actions by our shared values: Accountability, Collaboration, Decisiveness, a Sense of Urgency and a Willingness to Change. Our values help employees feel appreciated, involved, connected, and that they have equal opportunity to succeed. We continue to build our culture through our employee resource groups, volunteer initiatives in local communities, robust internal communications, learning and development offerings and a well-defined performance management process.

The Company is committed to fostering a culture where everyone is accepted, valued, supported and encouraged to thrive. We value the different experiences and solutions our communities bring to the Company, and we believe these perspectives have a positive impact on how we innovate and grow. In 2024, we continued to support employee resource groups, including Women @ DN, Veterans @ DN, Pride @ DN, Parents @ DN, Multi-Cultural Connections and others. We continue to improve our workforce and their ability to succeed in their work and personal lives through our training, leadership development and benefit offerings, among other efforts. We believe this approach will not only promote innovation and growth but will also strengthen our relationships with our customers and communities spanning more than 100 countries.

Employee Engagement

We have invested in our internal communications resources to better engage our employees. We have an internal intranet, called The Exchange, to keep employees informed about key changes to our business, new product launches and progress on strategic initiatives. In 2024, we continued to conduct our global employee experience survey to monitor and improve our employee engagement.

Talent

To maintain a competitive workforce, the Company is evolving and enhancing how we train, identify and promote key talent. Additionally, the Company has continually improved and standardized our employee review process – encouraging regular performance reviews and feedback that will set clear expectations, motivate employees and reinforce the connection between pay and performance. We offer talent review, succession planning, and individual development plan capabilities across the globe.

Health, Safety and Wellness

We are committed to providing a safe environment for all of our employees that not only protects them from injury and illness but allows them to perform their work in a respectful and inclusive workplace. Frequent, job-based training ensures that employees understand how to perform their functions properly to avoid injury to themselves and others with the goal of each employee ending their workday safely. Additionally, we constantly evaluate our programs and health care offerings to enhance the well-being of our employees and their families. In our product offerings, we follow international standards and regulations for product safety and security. Our Design-For-Quality approach covers R&D Quality, Manufacturing Quality and Supplier Quality and performs various tests to ensure Product Safety and Security.

Compensation

Our compensation program is designed to attract and retain employees and to maintain a strong pay for performance culture. We regularly assess the current business environment and labor market to ensure our compensation programs reflect current best practices. We benchmark and set pay ranges based on market data for our jobs. We believe that these practices will help to motivate and engage our broader base of employees resulting in sustained increases in shareholder value and reflects our compensation philosophy in aligning long-term pay and performance.

PRODUCT BACKLOG

The Company's product backlog was approximately $800 and $1,100 as of December 31, 2024 and 2023, respectively. The backlog generally includes orders estimated or projected to be shipped or installed within 18 months. Although the Company believes the orders included in the backlog are firm and are sometimes paid in advance, some orders may be canceled by customers without penalty, and the Company may elect to permit cancellation of orders without penalty where management believes it is in the Company's best interests to do so. Historically, the Company has not experienced significant cancellations within its product backlog. Additionally, over 50 percent of the Company's revenues are derived from its service business, for which backlog information is not measured. Therefore, the Company does not believe that its product backlog, as of any particular date, is necessarily indicative of revenues for any future period.

INTELLECTUAL PROPERTY

The Company owns patents, trademarks, copyrights, and licenses relating to its products and services across the globe. While the Company regards these as items of importance, it does not deem its business as a whole, or any industry segment, to be materially dependent upon any one item or group of items.

Some of the trademarks we own include: Diebold Nixdorf®, the “DN” logo, DN AllConnect Services®, DN Series®and Vynamic®. We also own or have the rights to copyrights that protect the content of our software products. Solely for convenience, the trademarks, service marks, trade names and copyrights referred to elsewhere in this annual report on Form 10-K are listed without the ©, ® and ™ symbols, but we will assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensors to these trademarks.

The Company intends to protect and defend its intellectual property, including pursuit of infringing third parties for damages and other appropriate remedies.

GOVERNMENT REGULATION

As a company with global operations, we are subject to complex foreign and U.S. laws and regulations, including trade regulations, tariffs, import and export regulations, anti-bribery and corruption laws, antitrust or competition laws, data privacy laws, such as the EU General Data Protection Regulation (the GDPR), and environmental regulations, among others. We have policies and procedures in place to promote compliance with these laws and regulations. Notwithstanding their complexity, our compliance with these laws and regulations, including environmental regulations, generally, does not, and is not expected to, have a material effect on our capital expenditures, earnings or competitive position. Government regulations are subject to change, and accordingly we are unable to assess the possible effect of compliance with future requirements or whether our compliance with such regulations will materially impact our business in the future.

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

Refer to Item 10 of this annual report on Form 10-K for information on the Company's executive officers, which is incorporated herein by reference.

AVAILABLE INFORMATION

The Company uses its Investor Relations web site, http://investors.dieboldnixdorf.com, as a channel for routine distribution of important information, including stock information, news releases, investor presentations and financial information. The Company posts filings as soon as reasonably practicable after they are electronically filed with, or furnished to, the U.S. Securities and Exchange Commission (SEC), including its annual, quarterly, and current reports on Forms 10-K, 10-Q, and 8-K; its proxy statements; registration statements; and any amendments to those reports or statements. All such postings and filings are available on the Company’s Investor Relations web site free of charge. In addition, this web site allows investors and other interested persons to sign up to automatically receive e-mail alerts when the Company posts news releases and financial information on its web site. Investors and other interested persons can also follow the Company on X (formerly known as Twitter) at http://x.com/dieboldnixdorf. The content on any web site referred to in this annual report on Form 10-K is not incorporated by reference into this annual report unless expressly noted.