OR

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Indicate the number of shares outstanding of each of the issuer’s classes of Common Shares, as of the latest practicable date.

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DIEBOLD, INCORPORATED AND SUBSIDIARIES

FORM 10-Q

INDEX

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DIEBOLD, INCORPORATED AND SUBSIDIARIES
FORM 10-Q
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)

(Dollars in thousands except for per share amounts)

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DIEBOLD, INCORPORATED AND SUBSIDIARIES
FORM 10-Q
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

(Dollars in thousands)

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DIEBOLD, INCORPORATED AND SUBSIDIARIES
FORM 10-Q
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

(In thousands except for per share amounts)

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DIEBOLD, INCORPORATED AND SUBSIDIARIES
FORM 10-Q
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)

(In thousands except for per share amounts)

4.		The Registrant has reclassified the presentation of certain prior-year information to conform with the current presentation format.
5.		The Registrant displays the accumulated balance of other comprehensive income separately from retained earnings and additional capital in the equity section of the Balance Sheet. Items considered to be other comprehensive income 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). Comprehensive income for the three months ended March 31, 2000 and 1999 was $35,186 and $28,644, respectively.
6.		The Registrant has defined its segments into its three main sales channels: North American Sales and Service (NASS), International Sales and Service (ISS) and Other, which combines several of the Registrant’s smaller sales channels. These sales channels are evaluated based on the following information presented: revenues from customers, revenues from inter-segment transactions, and operating profit contribution to the total corporation. A reconciliation between segment information and the Condensed Consolidated Financial Statements is also disclosed. All income and expense items below operating profit are not allocated to the segments and are not disclosed. Revenue by geography and revenue by product and service solution are also disclosed.
		The NASS segment sells financial and retail systems and also services financial, retail and medical systems in the United States and Canada. The ISS segment sells and services financial and retail systems over the remainder of the globe, including sales to IBM, which was the Registrant’s former partner in the InterBold joint venture that terminated in January 1998. The segment called Other sells products to educational and medical institutions and other customers. This segment also services educational customers in the United States. Each of the sales channels buys the goods it sells from the Registrant’s manufacturing plants through inter-company sales that are eliminated on consolidation. Each year, inter-company pricing is agreed upon which drives sales channel operating profit contribution. As permitted under Statement 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 disclosed are as follows: interest revenue, interest expense, depreciation, amortization, equity in the net income of investees accounted for by the equity method, income tax expense or benefit, extraordinary items, significant noncash items and long-lived assets.

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DIEBOLD, INCORPORATED AND SUBSIDIARIES
FORM 10-Q
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)

(In thousands except for per share amounts)

Reconciliation of Segment Information to Condensed Consolidated Statements of Income

Product Revenue by Geography

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DIEBOLD, INCORPORATED AND SUBSIDIARIES
FORM 10-Q
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)

(In thousands except for per share amounts)

Total Revenue Domestic vs. International

Total Revenue by Product /Service Solution

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DIEBOLD, INCORPORATED AND SUBSIDIARIES
FORM 10-Q

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

As of March 31, 2000
(Unaudited)

(Dollars in thousands except for per share amounts)

Changes in Financial Condition

The Registrant continued to show a strong balance sheet at March 31, 2000. Total assets for the first quarter ended March 31, 2000 were $1,360,986, up $62,155, or 4.8 percent from December 31, 1999. Total current assets are up $68,951: notes receivable are up $1,377, trade receivables are up $59,294, short-term investments are down $15,251 and inventories are up $22,974. Marketable securities and other investments are down by $3,256 and net property, plant and equipment is also down by $515, while other assets are up $9,646.

Total liabilities of $491,786 are up $37,350 from December 31, 1999. Current liabilities in total are up $33,884: deferred income is up $47,417, while accounts payable are down $9,999 and current notes payable decreased $17,000. The current asset to current liability ratio is 1.7.

Future capital expenditures, acquisitions and increases in working capital are expected to be financed through internally generated funds and external financing. The Registrant’s investment portfolio is available for any funding needs if required. External financing is also available if needed through the Registrant’s lines of credit. At March 31, 2000, the Registrant’s bank credit lines approximated $245,000, and EUR 100,000 (translation $96,510) with various institutions. The Registrant had $100,000 outstanding borrowings under these agreements, with an average short-term rate of 6.24 percent. These lines of credit represent an additional and immediate source of liquidity.

Shareholders’ equity is up $24,805 over December 31, 1999; with retained earnings up $20,218, net stock related activity increased equity by $680 and accumulated other comprehensive income increased by $3,926. Shareholders’ equity per Common Share at March 31, 2000 increased to $12.21 from $11.88 at December 31, 1999. The first quarter cash dividend of $0.155 per share was paid on March 10, 2000 to shareholders of record on February 18, 2000. On April 19, 2000, the second quarter cash dividend of $0.155 per share was declared payable on June 2, 2000 to shareholders of record on May 12, 2000. Diebold, Incorporated shares are listed on the New York Stock Exchange under the symbol of DBD. The market price during the first three months of 2000 fluctuated within the range of $21.50 and $28.50.

Results of Operations

Overall, net sales for the first quarter of 2000 increased from the same period in 1999 by $61,109 or 21.6 percent. Product revenue showed an increase of $33,910, or 20.1 percent over the first quarter of 1999. International product revenue showed dramatic growth, evidenced by a 106.2 percent increase generated in Asia-Pacific, Europe, the Middle East and Africa. Net service sales for the quarter were up from the prior year by $27,199 or 23.8 percent. Excluding the effects of Procomp, total revenue for the first quarter was up 11.2 percent, and service revenue showed an increase of 8.6 percent. Gross profit of $116,823 was $15,735, or 15.6 percent higher than the same quarter last year. Product gross margin, excluding Procomp, of 41.3 percent was

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DIEBOLD, INCORPORATED AND SUBSIDIARIES
FORM 10-Q

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

As of March 31, 2000
(Unaudited)

(Dollars in thousands except for per share amounts)

Results of Operation (continued)

up from 1999 first quarter gross margin of 40.1 percent, reflecting the higher margins associated with direct international channels. Service gross margin of 29.2 percent, excluding Procomp, was up from 29.1 percent a year ago. Total operating expenses of $67,626 were 19.6 percent of revenue. Excluding Procomp, expenses were 20.4 percent, which was an improvement from 21.0 percent of revenue in 1999. First quarter 2000 miscellaneous, net was down from the same quarter in the prior year by $7,100, primarily due to the amortization of goodwill from Procomp, and an increase in interest on short-term debt. Net income was up by 7.3 percent over first quarter 1999 net income resulting in first quarter diluted earnings per share of $0.44. Excluding the anticipated dilutive effect of Procomp, earnings per share were $0.46.

Segment Information

NASS customer revenues of $234,738 increased by $10,137, or 4.5 percent from the first quarter 1999 of $224,601. U.S. product revenue increased 12.9 percent, while Canada decreased 87.8 percent. The decrease in Canada is a result of nonrecurring revenue from first quarter 1999 and continued challenges in replacing the IBM sales channel. Operating profits for the same period were down by $4,546, or 11.9 percent. Service performance, specifically a shortfall in NASS service revenue negatively impacted profit for the quarter.

ISS customer revenue was up for the first quarter of 2000 over the same quarter of 1999 by $47,400, or 91.4 percent. ISS product revenue showed dramatic improvement, evidenced by 124.3 percent product revenue growth generated in Asia-Pacific. Europe, the Middle East and Africa showed an increase of 96.7 percent in product revenue over the same quarter 1999. Latin America decreased 23.3 percent, excluding Procomp, due to a comparison with the 1999 first quarter shipment of a very large order in Venezuela.

The segment called Other showed an increase in customer revenues of $4,174, or 68.1 percent for the first quarter 2000 over the same quarter 1999. The segment showed an operating loss of $423 for the first quarter of 2000.

Year 2000 Disclosure

The Registrant was well prepared for year 2000 and experienced no major problems with its internal systems or in products purchased from suppliers used in manufacturing and service of its customers. Registrant’s web page (www.diebold.com) gave information to customers on year 2000 compliance of products and was a frequently used resource. As required, the Registrant expensed as incurred all costs associated with year 2000 issues. The costs did not have a material effect on the Registrant’s financial position or results of operations.

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DIEBOLD, INCORPORATED AND SUBSIDIARIES
FORM 10-Q

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

As of March 31, 2000
(Unaudited)

(Dollars in thousands except for per share amounts)

New Accounting Pronouncements For 2001

      In June 1998, the FASB issued Statement No. 133, “Accounting for Derivative Instruments and Hedging Activities,” which establishes accounting and reporting standards for derivative instruments and hedging activities. It requires that an entity recognize all derivatives as either assets or liabilities in the statement of financial position and measure those instruments at fair value. The Registrant will adopt Statement No. 133 as required for its first quarterly filing of fiscal year 2001.

Forward-Looking Statement Disclosure

In the Registrant’s written or oral statements, the use of the words “believes,” “anticipates,” “expects” and similar verbs is intended to identify forward-looking statements which have been made and may in the future be made by or on behalf of the Registrant, including statements concerning future operating performance, the Registrant’s share of new and existing markets, and the Registrant’s short- and long-term revenue and earnings growth rates. The Registrant gives no assurance that its goals will be realized, and it is under no obligation to report changes to its outlook. Readers are cautioned not to place undue reliance on these forward-looking statements. The Registrant’s uncertainties could cause actual results to differ materially from those anticipated in forward-looking statements. These include, but are not limited to:

•		competitive pressures, including pricing pressures and technological developments;
•		changes in the Registrant’s relationships with customers, suppliers, distributors, and/or partners in its business ventures;
•		changes in political, economic, or other factors such as currency exchange rates, inflation rates, recessionary or expansive trends, taxes and regulations and laws affecting the worldwide business in each of Registrant’s operations, including Brazil, where a significant portion of the Registrant’s revenue is derived;
•		acceptance of the Registrant’s product and technology introductions in the marketplace;
•		unanticipated litigation, claims or assessments; and
•		successfully and quickly integrating the Procomp, Bull and Getronics acquisitions into the Registrant’s operations.

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DIEBOLD, INCORPORATED AND SUBSIDIARIES
FORM 10-Q

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

	The Registrant does not have material exposure to interest rate risk, foreign currency exchange rate risk or commodity price risk. As the Registrant continues to expand internationally, it expects market risks to have a greater impact on its financial position and results of operation.

PART II. OTHER INFORMATION

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

	The Registrant’s annual meeting of shareholders was held on April 19, 2000. Each matter voted upon at such meeting and the number of shares cast for, against or withheld, and abstained are as follows:

	1. Election of Directors

	2. Ratification of Appointment of KPMG LLP as Independent Auditors for 2000

	There were no broker non-votes.

ITEM 5. OTHER INFORMATION

	Subsequent Events (Dollars in thousands)
	On April 17, 2000, the Registrant announced the successful completion of its acquisition of the financial self-service assets and related development activities of European-based Groupe Bull and Getronics NV. The businesses acquired include ATMs, cash dispensers, other self-service terminals and related services primarily for the global banking industry. The acquisition was completed for approximately $160,000. As part of the transaction, the Registrant acquired approximately 1,300 new employees in the areas of sales, service, management and manufacturing.

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DIEBOLD, INCORPORATED AND SUBSIDIARIES
FORM 10-Q
PART II. OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

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DIEBOLD, INCORPORATED AND SUBSIDIARIES
FORM 10-Q
PART II. OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

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DIEBOLD, INCORPORATED AND SUBSIDIARIES
FORM 10-Q
PART II. OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

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DIEBOLD, INCORPORATED AND SUBSIDIARIES
FORM 10-Q
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

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DIEBOLD, INCORPORATED AND SUBSIDIARIES
FORM 10-Q
INDEX TO EXHIBITS

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DIEBOLD, INCORPORATED AND SUBSIDIARIES
FORM 10-Q
INDEX TO EXHIBITS (continued)

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DIEBOLD, INCORPORATED AND SUBSIDIARIES
FORM 10-Q
INDEX TO EXHIBITS (continued)

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