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NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of consolidation The Consolidated Financial
Statements include the accounts of the company and its wholly and majority
owned subsidiaries. All significant intercompany accounts and transactions
have been eliminated.
Statements of cash flows For the purpose of the Consolidated
Statements of Cash Flows, the company considers all highly liquid investments
with maturities of three months or less at the time of purchase to be
cash equivalents.
International operations The financial statements of
the company's international operations are measured using local currencies
as their functional currencies, with the exception of Venezuela, Mexico,
Argentina and Ecuador, which are measured using the U.S. dollar as their
functional currency. The company translates the assets and liabilities
of its non-U.S. subsidiaries at the exchange rates in effect at year-end
and the results of operations at the average rate throughout the year.
The translation adjustments are recorded directly as a separate component
of shareholders' equity, while transaction gains (losses) are included
in net income. Sales to customers outside the United States approximated
36.9 percent of net sales in 2003, 37.1 percent of net sales in 2002 and
43.3 percent of net sales in 2001.
Financial instruments The carrying amount of financial
instruments, including cash and cash equivalents, trade receivables and
accounts payable, approximated their fair value as of December 31, 2003
and 2002 because of the relatively short maturity of these instruments.
Revenue recognition The company enters into contracts
to sell its products and services.
Product Product revenue consists of financial
self-service, security and election equipment sales. The majority of financial
self-service and security product sales agreements contain standard terms
and conditions. Sales agreements pertaining to election equipment sales
contain multiple deliverables and custom terms and conditions. Financial
self-service and security product revenue is recognized in accordance
with the terms of the contract. If customer acceptance occurs at time
of delivery to a customer designated warehouse and the customer has assumed
risk of loss, product revenue is recognized at time of delivery. If customer
acceptance does not occur until after delivery, product revenue is delayed
until customer acceptance is obtained.
Service Service revenue primarily consists
of billed work, service contract and product installation revenue related
to either one-time or ongoing maintenance of financial self-service, security,
and election equipment. Revenue related to billed work is recognized upon
completion of the service provided. Revenue on service contracts is recognized
ratably over the contract period. The financial self-service installation
revenue relative to these contracts is recognized upon customer acceptance
of the respective equipment.
Election systems Election systems revenue consists
of election equipment, software, training, support, installation and maintenance.
The election equipment and software components are included in product
revenue. The training, support, installation and maintenance components
are included in service revenue. The election systems contracts contain
multiple deliverable elements and custom terms and conditions. As a result,
significant analysis is required to determine the appropriate revenue
recognition for each contract, including whether the deliverables specified
in a multiple element arrangement should be treated as separate units
of accounting for revenue recognition purposes and, if so, how the price
should be allocated among the deliverable elements and when to recognize
revenue for each element. The company recognizes revenue for delivered
elements only when the fair values of undelivered elements are known,
uncertainties regarding customer acceptance are resolved and there are
no customer-negotiated refund or return rights affecting the revenue recognized
for delivered elements. Some contracts may contain discounts and, as such,
revenue is recognized using the relative fair value method of allocation
of revenue to the product and service components of contracts.
Trade receivables The concentration of credit risk in
the company's trade receivables with respect to financial and government
sectors is substantially mitigated by the company's credit evaluation
process and the geographical dispersion of sales transactions from a large
number of individual customers. The company maintains allowances for potential
credit losses, and such losses have been minimal and within management's
expectations. The allowance for doubtful accounts is estimated based on
various factors including revenue, historical credit losses and current
trends.
Inventories Domestic inventories are valued at the lower
of cost or market applied on a first-in, first-out basis, and foreign
inventories are valued using the average cost method. With the development
of new products, the company also rationalizes its product offerings and
will write down discontinued product to the lower of cost or net realizable
value.
Depreciation and amortization Depreciation of property,
plant and equipment is computed using the straight-line method for financial
statement purposes. Accelerated methods of depreciation are used for federal
income tax purposes. Amortization of leasehold improvements is based upon
the shorter of original terms of the lease or life of the improvement.
Research, development and engineering Total research,
development and engineering costs charged to expense were $60,451, $56,693
and $58,321 in 2003, 2002 and 2001, respectively.
Advertising costs Advertising costs are expensed as
incurred. Total advertising costs charged to expense were $12,086, $12,227
and $12,930 in 2003, 2002 and 2001, respectively.
Other assets Other assets consist primarily of pension
assets, computer software, customer demonstration equipment, deferred
tooling, investment in service contracts, retained interest in DCCF, finance
receivables and certain other assets. Where applicable, these assets are
stated at cost and, if applicable, are amortized ratably over a period
of three to five years.
Goodwill Goodwill is the cost in excess of the net assets
of acquired businesses. These assets are stated at cost and, effective
January 1, 2002, are no longer amortized, but evaluated at least annually
for impairment, in accordance with SFAS No. 142, Goodwill and Other
Intangible Assets. SFAS No. 142 establishes accounting and reporting
standards for acquired goodwill and other intangible assets in that goodwill
and other intangible assets that have indefinite useful lives will not
be amortized but rather will be tested at least annually for impairment.
Intangible assets that have finite useful lives will continue to be amortized
over their useful lives. The year ended 2001 earnings per share of $0.93
included goodwill amortization of $10,287, net of tax. Amortization expense
related to goodwill was $15,354 for the year ended December 31, 2001.
Had goodwill amortization not been recorded in the year ended December
31, 2001, net income would have increased to $77,180; and net income per
share to $1.08 on a diluted basis.
Under SFAS No. 142, the company is required to test all existing goodwill
for impairment on a "reporting unit" basis. The reporting units
were determined on a geographical basis that combines two or more component-level
reporting units with similar economic characteristics within a single
reporting unit. A fair value approach is used to test goodwill for impairment.
An impairment charge is recognized for the amount, if any, by which the
carrying amount of goodwill exceeds its implied fair value. Fair values
of reporting units and the related implied fair values of their respective
goodwill were established using discounted cash flows. When available
and as appropriate, comparative market multiples were used to corroborate
results of the discounted cash flows.
In June 2002, the company completed the transitional goodwill impairment
test in accordance with SFAS No. 142, which resulted in a noncash charge
of $38,859 ($33,147 after tax, or $0.46 per share) and is reported in
the caption "Cumulative effect of a change in accounting principle"
for the year ended December 31, 2002. All of the charge related to the
company's businesses in Latin America and Brazil. The primary factor that
resulted in the impairment charge was the difficult economic environment
in those markets. No impairment charge was appropriate under previous
goodwill impairment standards, which were based on undiscounted cash flows.
The company performed annual impairment tests as of November 30, 2003
and 2002 resulting in no impairment.
The changes in carrying amount of goodwill for the years ended December
31, 2003 and 2002 are as follows:

Deferred income Deferred income is largely related to
service contracts and deferred installation revenue. Service contract
revenue is recognized for customer service collections in advance of the
period in which the service will be performed and is recognized in income
on a straight-line basis over the contract period.
Stock-based compensation Compensation cost is measured
on the date of grant only if the current market price of the underlying
stock exceeds the exercise price. The company provides pro forma net income
and pro forma net earnings per share disclosures for employee stock option
grants made in 1995 and subsequent years as if the fair value based method
had been applied in accordance with SFAS No. 123, Accounting for Stock-Based
Compensation.
In the following chart, the company provides net income and basic earnings
per share reduced by the pro forma amounts calculating compensation cost
for the company's fixed stock option plan under the fair value method.
The fair value of each option grant was estimated on the date of grant
using the Black-Scholes option-pricing model with the following assumptions
for 2003, 2002 and 2001, respectively: risk-free interest rate of 2.8,
4.2 and 4.9 percent; dividend yield of 1.8, 1.9 and 1.7 percent; volatility
of 41, 42 and 41 percent; and average expected lives of six years for
management and four years for executive management and nonemployee directors.
The company's stock options are accounted for in accordance with Accounting
Principles Board Opinion No. 25, Accounting for Stock Issued to Employees.
As a result, no compensation expense has been recognized in the "as
reported" amounts listed in the table below.

Taxes on income Deferred taxes are provided on an asset
and liability method whereby deferred tax assets are recognized for deductible
temporary differences and operating loss carryforwards and deferred tax
liabilities are recognized for taxable temporary differences. Temporary
differences are the differences between the reported amounts of assets
and liabilities and their tax basis. Deferred tax assets are reduced by
a valuation allowance when, in the opinion of management, it is more likely
than not that some portion or all of the deferred tax assets will not
be realized. Deferred tax assets and liabilities are adjusted for the
effects of changes in tax laws and rates on the date of enactment.
Earnings per share Basic earnings per share are computed
by dividing income available to common shareholders by the weighted-average
number of common shares outstanding for the period. Diluted earnings per
share reflect the potential dilution that could occur if common stock
equivalents were exercised and then shared in the earnings of the company.
Comprehensive income (loss) The company displays comprehensive
income (loss) in the Consolidated Statements of Shareholders' Equity and
accumulated other comprehensive loss separately from retained earnings
and additional capital in the Consolidated Balance Sheets and Statements
of Shareholders' Equity. Items considered to be other comprehensive income
(loss) include adjustments made for foreign currency translation (under
SFAS No. 52), pensions (under SFAS No. 87) and unrealized holding gains
and losses on available-for-sale securities (under SFAS No. 115).
Accumulated other comprehensive loss consists of the following:

Translation adjustments are not booked net of tax. Those adjustments
are accounted for under the indefinite reversal criterion of APB Opinion
23, Accounting for Income Taxes - Special Areas.
Use of estimates in preparation of Consolidated Financial Statements
The preparation of the Consolidated Financial Statements in conformity
with accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the Consolidated Financial Statements
and the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
Reclassifications The company has reclassified the presentation
of certain prior-year information to conform to the current presentation.
NOTE 2: SECURITIZATIONS
On March 30, 2001, Diebold Credit Corporation (DCC), a wholly owned consolidated
subsidiary, entered into an agreement to sell,
on an ongoing basis, a pool of its lease receivables to a wholly owned,
unconsolidated, qualified special purpose subsidiary, DCC Funding LLC
(DCCF). DCC sold $95,610 of lease receivables on March 30, 2001 to DCCF.
Under a 364-day facility agreement, DCCF sold and, subject to certain
conditions, may from time to time sell an undivided fractional ownership
interest in the pool of receivables to a multi-seller receivables securitization
company (Conduit). Upon sale of the receivables to the Conduit, DCCF holds
a subordinated interest in the receivables and services as well as administers
and collects the receivables. DCCF and the Conduit have no recourse to
DCC's other assets for failure of debtors to pay when due.
DCC has a retained interest in the transferred receivables in the form
of a note receivable from DCCF to the extent that they exceed advances
to DCCF by the Conduit. DCC initially and subsequently measures the fair
value of the retained interest at management's best estimate of the discounted
expected future cash collections on the transferred receivables. Actual
cash collections may differ from these estimates and would directly affect
the fair value of the retained interests. The initial transaction on March
31, 2001, resulted in DCC receiving proceeds from securitization of $71,400.
DCC recorded an after-tax gain of $2,300 on the sale of the receivables.
Subsequent sales of lease receivables totaling $1,931 and $10,689 resulted
in additional cash proceeds of $248 and $8,500 for the years ended December
31, 2003 and 2002, respectively. The fair value of the retained interest
of $2,096 and $8,236 were included in other assets in the Consolidated
Balance Sheets as of December 31, 2003 and 2002.
NOTE 3: INVESTMENT SECURITIES
At December 31, 2003 and 2002, the investment portfolio was classified
as available-for-sale. The marketable debt and equity securities are stated
at fair value. The fair value of securities and other investments is estimated
on quoted market prices. The company's investment securities, excluding
the cash surrender value of insurance contracts of $47,386 and $44,691
as of December 31, 2003 and 2002, respectively, are summarized as follows:

Realized gains (losses) from the sale of securities were $220, $(1,033)
and $(865) in 2003, 2002 and 2001, respectively. Proceeds from the sale
of available-for-sale securities were $31,505, $5,751 and $13,457 in 2003,
2002 and 2001, respectively. Gains and losses are determined using the
specific identification method.
NOTE 4: INVENTORIES
Major classes of inventories at December 31 are summarized as follows:

NOTE 5: PROPERTY, PLANT AND EQUIPMENT
The following is a summary of property, plant and equipment, at cost
less accumulated depreciation, at December 31:

The Oracle global information technology platform of $58,867 and $36,025
as of December 31, 2003 and 2002, respectively, was included in construction
in progress. During 2003, 2002, and 2001, depreciation expense, computed
on a straight-line basis over the estimated useful lives of the related
assets, was $49,653, $42,124 and $45,453, respectively.
NOTE 6: FINANCE RECEIVABLES
The components of finance receivables for the net investment in sales-type
leases are as follows:

Future minimum lease receivables due from customers under sales-type
leases as of December 31, 2003 are as follows:

NOTE 7: SHORT-TERM FINANCING
The company's short-term financing is as follows:

1 77,267 euro (€) borrowing translated at the applicable 12/31/2003
spot rate; €106,200 borrowing translated at the applicable 12/31/2002
spot rate.
2 8,000 Australian dollar (AUD) borrowing translated at the applicable
12/31/2003 spot rate; AUD 17,500 borrowing translated at the applicable
12/31/2002 spot rate.
The company has available credit facilities with domestic and foreign
banks for various purposes. The amount of committed loans at December
31, 2003 that remained available was $109,008, €72,733 ($91,293
translated) and 27,500 Brazilian real ($9,518 translated). In addition
to the committed lines of credit, $50,000 in uncommitted lines of credit
was available as of December 31, 2003.
The average short-term rate on the bank credit lines was 2.36 percent,
3.01 percent and 4.90 percent at December 31, 2003, 2002 and 2001, respectively.
Interest on short-term financing charged to expense for the year ended
December 31 was $6,710, $7,462 and $10,653 for 2003, 2002 and 2001, respectively.
The company's short-term financing agreements contain various restrictive
covenants, including net debt to capitalization and interest coverage
ratios. As of December 31, 2003, the company is in compliance with all
restrictive covenants.
NOTE 8: REALIGNMENT, SPECIAL AND OTHER CHARGES
During 2001, the company recognized a pretax charge of $109,893 ($73,628
after tax or $1.03 per diluted share) for expenses related to a corporatewide
realignment program as well as other charges. Components of the charge
were as follows: a special charge of $31,404 against cost of sales related
to discontinued products that resulted from a rebalancing of the company's
global manufacturing strategy; realignment charges of $42,269 resulting
from staff reductions, the closing of various facilities, the exiting
of certain product lines, including the sale of MedSelect and actions
taken to further integrate the company's European operations; $29,861
in losses incurred in the write-off of the InnoVentry investment and related
receivables; and $6,360 in other charges, which are included in selling
and administrative expense.
The following are explanations of the realignment, special and other
charges described above:
During 2001, staff reductions resulted in 856 involuntary employee terminations
and a voluntary early retirement program involving 153 participants. Severance
and other employee costs charged to expense in 2001 in connection with
the program amounted to $13,987 with an additional $7,546 of expense being
recognized for the enhanced early retirement benefits.
The loss incurred in connection with the closing of facilities amounted
to $5,346, while the costs associated with the exit of certain product
lines including the sale of MedSelect amounted to $10,354 in 2001. MedSelect,
a wholly owned subsidiary, was a supplier of inventory control solutions
to the medical industry. The assets of the subsidiary were sold in July
2001 and ancillary product lines were sold in September 2001 to Medecorx,
Inc.
During 2001, losses incurred due to the write-off of the InnoVentry investment
amounted to $20,000, which is reflected in investment expense. InnoVentry
engaged in the development and deployment of self-service check cashing
technology. Due to a depletion of its capital resources, InnoVentry ceased
operations in the third quarter of 2001. This prompted the company to
write off its investment as well as certain receivables amounting to $9,861,
which were charged to selling and administrative expense. The remainder
of the other charges, totaling $6,360, was principally related to costs
associated with bad debt write-offs, loss contingencies and other miscellaneous
charges and were included in selling and administrative expense.
Approximately $82,769 of the $109,893 realignment, special and other
charges incurred in 2001 were noncash items. Realignment expense of $697
remained accrued as of December 31, 2002. The remainder of the realignment
accrual was paid out in 2003.
The following table shows the realignment charge and accrual and related
activity:

NOTE 9: OTHER LONG-TERM LIABILITIES
Included in other long-term liabilities are bonds payable and a financing
agreement. Bonds payable at December 31 consisted of
the following:

In 1997, three industrial development revenue bonds were issued on behalf
of the company. The proceeds from the bond issuances were used to construct
new manufacturing facilities in the United States. The company guaranteed
the payments of principal and interest on the bonds by obtaining letters
of credit. Each industrial development revenue bond carries a variable
interest rate, which is reset weekly by the remarketing agents. The company
is in compliance with the covenants of its loan agreements and believes
that the covenants will not restrict its future operations. One of the
manufacturing facilities was disposed of in 2002, causing one of the bonds
to become due April 1, 2003. As a result, this bond was classified as
other current liabilities as of December 31, 2002.
A financing agreement was entered into in July 2002 with Fleet Business
Credit, LLC in order to finance the purchase of an Oracle global information
technology platform. The financing agreement was for $24,862, payable
in quarterly installments of $2,128, which includes interest at 5.75 percent,
through May 2007. The outstanding balance of the financing agreement was
$15,496 and $21,157 as of December 31, 2003 and 2002, respectively. Interest
paid was $1,043 and $550 in 2003 and 2002, respectively.
NOTE 10: SHAREHOLDERS' EQUITY
On the basis of amounts declared and paid, the annualized quarterly dividends
per share were $0.68, $0.66 and $0.64 in 2003, 2002 and 2001, respectively.
Fixed stock options Under the 1991 Equity and Performance
Incentive Plan (1991 Plan) as amended and restated, common shares are
available for grant of options at a price not less than 85 percent of
the fair market value of the common shares on the date of grant. The exercise
prices of options granted since January 1, 1995, have been equal to the
market price at the grant date, and, accordingly, no compensation cost
has been recognized. In general, options are exercisable in cumulative
annual installments over five years, beginning one year from the date
of grant. In February 2001, the 1991 Plan was amended to extend the term
of the 1991 Plan for ten years beginning April 2, 2001 and increase the
numbers of shares available in the Plan by 3,000,000 in addition to other
miscellaneous administrative matters. The number of common shares that
may be issued or delivered pursuant to the 1991 Plan is 6,611,623, of
which 2,920,290 shares were available for issuance at December 31, 2003.
The 1991 Plan will expire on April 2, 2011.
Under the 1997 Milestone Stock Option Plan (Milestone Plan), options
for 100 common shares were granted to all eligible salaried and hourly
employees. The exercise price of the options granted under the Milestone
Plan was equal to the market price at the grant date, and, accordingly,
no compensation cost has been recognized. In general, all options were
exercisable beginning two years from the date of grant. The number of
common shares that could be issued or delivered pursuant to the Milestone
Plan was 600,000. The Milestone Plan expired on March 2, 2002.
The following is a summary with respect to options outstanding at December
31, 2003, 2002 and 2001, and activity during the years then ended:

The following table summarizes pertinent information regarding fixed
stock options outstanding and options exercisable at December 31, 2003:

Restricted share grants The 1991 Plan provides for the
issuance of restricted shares to certain employees. No restricted shares
were issued during the year ended December 31, 2003 and 25,830 restricted
shares were outstanding as of December 31, 2003. The shares are subject
to forfeiture under certain circumstances. Unearned compensation representing
the fair market value of the shares at the date of grant will be charged
to income over the three- to seven-year vesting period. During 2003, 2002
and 2001, $5,031 $1,922 and $1,412 was charged to expense relating to
the 1991 Plan.
Performance share grants The 1991 Plan provides for
the issuance of common shares to certain employees based on certain management
objectives, as determined by the Board of Directors each year. Each performance
share that is earned out entitles the holder to the then current value
of one common share. All of the management objectives are calculated over
a three-year period. No amount is payable unless the management objectives
are met. During 2003 and 2002, 258,570 and 203,706 performance shares
were granted, respectively, to certain employees. The compensation cost
charged against income for the performance-based share plan was $8,677,
$1,240 and $3,750 in 2003, 2002 and 2001, respectively.
In addition, the Board of Directors elected to issue a one-time award
totaling 24,800 shares in 2002 that will be paid out after seven years
of employment, or earlier, if targeted stock performance levels are achieved,
or in the event of death, disability or retirement.
Rights Agreement On January 28, 1999 the Board of Directors
announced the adoption of a new Rights Agreement that provided for Rights
to be issued to shareholders of record on February 11, 1999. The description
and terms of the Rights are set forth in the Rights Agreement, dated as
of February 11, 1999, between the company and the Bank of New York, as
Agent. Under the Rights Agreement, the Rights trade together with the
common shares and are not exercisable. In the absence of further Board
action, the Rights generally will become exercisable and allow the holder
to acquire common shares at a discounted price if a person or group acquires
20 percent or more of the outstanding common shares. Rights held by persons
who exceed the applicable threshold will be void. Under certain circumstances,
the Rights will entitle the holder to buy shares in an acquiring entity
at a discounted price. The Rights Agreement also includes an exchange
option. In general, after the Rights become exercisable, the Board of
Directors may, at its option, effect an exchange of part or all of the
Rights (other than Rights that have become void) for common shares. Under
this Option, the company would issue one common share for each Right,
subject to adjustment in certain circumstances. The Rights are redeemable
at any time prior to the Rights becoming exercisable and will expire on
February 11, 2009, unless redeemed or exchanged earlier by the company.
NOTE 11: EARNINGS PER SHARE
[In thousands, except per share amounts]
The following data show the amounts used in computing earnings per share
and the effect on the weighted-average number of shares of dilutive potential
common stock.

Fixed stock options on 195, 530 and 1,303 common shares in 2003, 2002
and 2001, respectively, were not included in computing diluted earnings
per share, because their effects were antidilutive.
NOTE 12: BENEFIT PLANS
The company has several pension plans covering substantially all United
States employees. Plans covering salaried employees provide pension benefits
that are based on the employee's compensation during the 10 years before
retirement. The company's funding policy for salaried plans is to contribute
annually if required at an actuarially determined rate. Plans covering
hourly employees and union members generally provide benefits of stated
amounts for each year of service. The company's funding policy for hourly
plans is to make at least the minimum annual contributions required by
applicable regulations. Employees of the company's operations in countries
outside of the United States participate to varying degrees in local pension
plans, which in the aggregate are not significant.
In addition to providing pension benefits, the company provides healthcare
and life insurance benefits (referred to as Other Benefits) for certain
retired employees. Eligible employees may be entitled to these benefits
based upon years of service with the company, age at retirement and collective
bargaining agreements. Currently, the company has made no commitments
to increase these benefits for existing retirees or for employees who
may become eligible for these benefits in the future. Currently there
are no plan assets and the company funds the benefits as the claims are
paid.
The postretirement benefit obligation was determined by application of
the terms of medical and life insurance plans together with relevant actuarial
assumptions and healthcare cost trend rates. The company uses a September
30 measurement date for its pension and other benefits.
The following table sets forth the change in benefit obligation, change
in plan assets, funded status, Consolidated Balance Sheet presentation
and relevant assumptions for the company's defined benefit pension plans
and other benefits at December 31:


In 2001, as a part of the corporate realignment plan, the company offered
a Voluntary Early Retirement Program to qualifying employees, which resulted
in a one-time additional charge of $4,507 in pension and $2,495 in other
benefits expense.
Information for pension plans with an accumulated benefit obligation
in excess of plan assets

Minimum liabilities have been recorded in 2003 and 2002 for the plans
whose total accumulated benefit obligation exceeded the fair value of
the plan's assets. The accumulated benefit obligation for all defined
benefit pension plans was $308,284 and $267,510 at December 31, 2003 and
2002, respectively.
Additional Information

The discount rate assumptions were determined based on current investment
yields on AA-rated corporate long-term bonds. The expected long-term rate
of return assumptions were determined, on a weighted basis, based on the
expected return of the various asset classes held by the trust. The rate
of compensation increase assumptions reflect the company’s long-term
actual experience and future and near-term outlook.
Assumed healthcare cost trend rates at December 31

Assumed healthcare cost trend rates have a significant effect on the
amounts reported for the healthcare plans. A one-percentage-point change
in assumed healthcare cost trend rates would have the following effects:

Plan Assets The company's pension weighted-average asset
allocations at December 31, 2003 and 2002, and target allocation for 2004,
by asset category are as follows:

Cash Flows The company expects to contribute $1,513
to its pension plans and $3,313 to its other postretirement benefit plan
in 2004.
Retirement Savings Plan The company offers an employee
401(k) Savings Plan (Savings Plan) to encourage eligible employees to
save on a regular basis by payroll deductions, and to provide them with
an opportunity to become shareholders of the company. Effective July 1,
2003, a new enhanced benefit to the Savings Plan became effective. All
new salaried employees hired on or after July 1, 2003 are provided with
an employer basic matching contribution in the amount of 100 percent of
the first three percent of eligible pay and 50 percent of the next three
percent of eligible pay.
This new enhanced benefit is in lieu of participation in the pension
plan for salaried employees. For employees hired prior to July 1, 2003,
the company matched 60 percent of participating employees' first 3 percent
of contributions and 30 percent of participating employees' second 3 percent
of contributions. Total company match was $7,129, $6,813 and $6,100 in
2003, 2002 and 2001, respectively.
NOTE 13: LEASES
The company's future minimum lease payments due under operating leases
for real and personal property in effect at December 31, 2003 are as follows:

Rental expense under all lease agreements amounted to approximately $47,202,
$44,474 and $40,032 for 2003, 2002 and 2001, respectively.
NOTE 14: INCOME TAXES
Income tax expense attributable to income from continuing operations
consists of:

In addition to the 2003 income tax expense of $82,247, certain income
tax benefits of $4,657 were allocated directly to shareholders' equity.
A reconciliation of the difference between the U.S. statutory tax rate
and the effective tax rate is as follows:

Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amount of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Significant components
of the company's deferred tax assets and liabilities are as follows:

At December 31, 2003, the company's international subsidiaries had deferred
tax assets relating to net operating loss carryforwards of $5,634, which
expire in years 2005 through 2013. The company recorded a valuation allowance
to reflect the estimated amount of deferred tax assets that, more likely
than not, will not be realized. The valuation allowance relates to certain
international net operating losses and other international deferred tax
assets.
During 2002, the company accepted an offer by the IRS to settle its previously
disclosed dispute on a claim concerning the deductibility of interest
on corporate-owned life insurance from 1990 to 1998. This resulted in
an after-tax charge of $26,494. As of December 31, 2002, the company paid
approximately $34,000 related to this claim and received a refund of approximately
$8,300 in 2003. No other years after 1998 are subject to this claim. Of
the $26,494, net of tax charge, $14,972 ($10,454, net of tax) was charged
to interest expense and $16,040 was charged to taxes on income.
NOTE 15: COMMITMENTS AND CONTINGENCIES
At December 31, 2003, the company was a party to several lawsuits that
were incurred in the normal course of business, none of which individually
or in the aggregate is considered material by management in relation to
the company's financial position or results of operations. In management's
opinion, the financial statements would not be materially affected by
the outcome of any present legal proceedings, commitments, or asserted
claims.
NOTE 16: GUARANTEES AND PRODUCT WARRANTIES
The company has applied the provisions of FASB Interpretation No. 45,
Guarantor's Accounting and Disclosure Requirements for Guarantees,
including Indirect Guarantees of Indebtedness of Others, to its agreements
that contain guarantees or indemnification clauses. These disclosure requirements
expand those required by FASB Statement No. 5, Accounting for Contingencies,
by requiring a guarantor to disclose certain types of guarantees, even
if the likelihood of requiring the guarantor's performance is remote.
The following is a description of arrangements in effect as of December
31, 2003 in which the company is the guarantor.
In connection with the construction of three of its manufacturing facilities,
the company guaranteed repayment of principal and interest on a total
of $20,800 variable rate industrial development revenue bonds by obtaining
letters of credit. The bonds were issued with a 20-year original term
and are scheduled to mature in 2017. However, one of the manufacturing
facilities was sold in 2002, which caused the company to repay $7,500
of bonds outstanding on April 1, 2003. Any default, as defined in the
agreements, would obligate the company for the full amount of the outstanding
bonds through maturity. At December 31, 2003, the carrying value of the
liability was $13,300.
The company provides its global operations guarantees and standby letters
of credit through various financial institutions to suppliers, regulatory
agencies and insurance providers. If the company is not able to make payment,
the suppliers, regulatory agencies and insurance providers may draw on
the pertinent bank. At December 31, 2003, the maximum future payment obligations
relative to these various guarantees totaled $25,724, of which $15,141
represented standby letters of credit to insurance providers, and no associated
liability was recorded.
The company provides its customers a standard manufacturer's warranty
and records, at the time of the sale, a corresponding estimated liability
for potential warranty costs. Estimated future obligations due to warranty
claims are based upon historical factors such as labor rates, average
repair time, travel time, number of service calls per machine and cost
of replacement parts. Changes in the company's warranty liability balance
are illustrated in the following table:

NOTE 17: SEGMENT INFORMATION
The company's segments are comprised of its three main sales channels:
Diebold North America (DNA), Diebold International (DI) and Election Systems
and Other (ES & Other). These sales channels are evaluated based on
revenue from customers and operating profit contribution to the total
corporation. A reconciliation between segment information and the Consolidated
Financial Statements is disclosed. Revenue by geography and revenue by
product and service solutions are also disclosed. All income and expense
items below operating profit are not allocated to the segments and are
not disclosed.
The DNA segment sells financial and retail systems and also services
financial, retail and medical systems in the United States and Canada.
The DI segment sells and services financial and retail systems over the
remainder of the globe. The segment called ES & Other includes the
operating results of DESI as well as corporate administrative costs. Each
of the sales channels buys the goods it sells from the company's manufacturing
plants through intercompany sales that are eliminated in consolidation,
and intersegment revenue is not significant. Each year, intercompany pricing
is agreed upon that drives sales channel operating profit contribution.
As permitted under SFAS 131, certain information not routinely used in
the management of these segments, information not allocated back to the
segments or information that is impractical to report is not shown. Items
not allocated are as follows: interest income, interest expense, equity
in the net income of investees accounted for by the equity method, income
tax expense or benefit, extraordinary items, significant noncash items
and other noncurrent assets.


NOTE 18: ACQUISITIONS
All of the acquisitions are accounted for as purchase business combinations
and, accordingly, the purchase price has been allocated to identifiable
tangible and intangible assets acquired and liabilities assumed for each
acquisition, based upon their respective fair values, with the excess
allocated to goodwill.
The company paid a combination of $4,840 in company stock and $10,611,
net of cash acquired, in 2003 for the following:
- In November 2003, the company acquired Licent Information Technology
(LIT), its sales and service distributor in Taiwan since 1999. LIT was
integrated within the operations of the company's Diebold Pacific Limited
branch office in Taiwan.
- In September 2003, the company acquired Cardinal Brothers Manufacturing
& Operations, Pty. Ltd. Based in Victoria, Australia, Cardinal had
been the company's business partner since 1999 in manufacturing the
rising screen technology for financial institutions and government authorities.
The acquisition was integrated into Diebold Australia, the company's
wholly owned subsidiary.
- In September 2003, the company acquired Vangren Technology, Pty.
Ltd. Based in Melbourne, Australia, Vangren specializes in the sales,
service and installation of electronic security solutions throughout
Australia and New Zealand. Upon acquisition, Vangren became a wholly
owned subsidiary of Diebold Australia, Pty. Ltd.
- In June 2003, the company acquired QSI Security, Inc., a specialized
integrator and installer of security equipment to customers based in
the northeastern region of the United States. This acquisition has been
integrated into the company's Diebold North America security solutions
group.
- In May 2003, the company acquired the remaining 50 percent equity
of Diebold HMA Private Ltd., held by HMA Data Systems Private Ltd.,
headquartered in Chennai, India. After the acquisition, this joint-venture
sales and service organization became a wholly owned subsidiary of the
company and the headquarters was moved to Mumbai, India.
- In January 2003, the company acquired Data Information Management
Systems, Inc. (DIMS), one of the largest voter registration systems
companies in the United States. DIMS was integrated within DESI.
The results of these acquisitions were included in the operating results
of the company for the year ended December 31, 2003 and are not material.
In January 2002, the company announced the acquisition of Global Election
Systems, Inc. (GES), now known as Diebold Election Systems, Inc. (DESI),
a manufacturer and supplier of electronic voting terminals and solutions.
GES was acquired with a combination of cash and stock for a total purchase
price of $24,667. A cash payment of $4,845 was made in January 2002 with
the remaining purchase price being paid with company stock valued at $19,822.
Goodwill and other intangibles acquired in the transaction amounted to
$41,029. DESI reported revenue of $111,004 for the year ended December
31, 2002. The acquisition was accretive to earnings per share and operating
profit.
NOTE 19: DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
In June 1998, the FASB issued SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities, which for the company was effective
January 1, 2001. SFAS No. 133 established accounting and reporting standards
requiring that every derivative instrument (including certain derivative
instruments embedded in other contracts) be recognized on the balance
sheet as either an asset or liability measured at its fair value. SFAS
No. 133 required that changes in the derivative instrument's fair value
be recognized currently in earnings unless specific hedge accounting criteria
are met. Special accounting for qualifying hedges allows a derivative
instrument's gains and losses to partially or wholly offset related results
on the hedged item in the income statement, and requires that a company
must formally document, designate and assess the effectiveness of transactions
that receive hedge accounting treatment. The cumulative effect of adopting
SFAS No. 133 as of January 1, 2001 was not material to the company's consolidated
financial statements.
Since a substantial portion of the company's operations and revenue arise
outside of the United States, financial results can be significantly affected
by changes in foreign exchange rate movements. The company's financial
risk management strategy uses forward contracts to hedge certain foreign
currency exposures. Such contracts are designated at inception to the
related foreign currency exposures being hedged. The company's intent
is to offset gains and losses that occur on the underlying exposures,
with gains and losses on the derivative contracts hedging these exposures.
The company does not enter into any speculative positions with regard
to derivative instruments. The company's forward contracts generally mature
within six months.
The company records all derivatives on the balance sheet at fair value.
For derivative instruments not designated as hedging instruments, changes
in their fair values are recognized in earnings in the current period.
Results from settling the company's forward contracts were not material
to the financial statements as of December 31, 2003 and 2002, respectively.
NOTE 20: QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
See "Comparison of Selected Quarterly Financial Data (Unaudited)"
on page 48 of this Annual Report on form 10-K.
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