A. GROUP OVERVIEW | 5 |
A.1 Business profile | 6 |
A.2 Revenue profile [GRI 102-6] [GRI 201-1] | 7 |
A.2.1 By Line of services | 7 |
A.2.2 By Geographic areas [G102-4] | 7 |
A.3 Messsage from Gilles Grapinet [GRI 102-1] [GRI 102-14] | 8 |
A.4 Worldline in 2019 [GRI 102-7] | 9 |
A.4.1 Key graphs | 9 |
A.4.2 2019: an exceptional year in Worldline's history | 10 |
A.5 Group presentation [GRI 102-1] [GRI 102-3] [GRI 102-6] | 13 |
A.5.1 Formation of the Group [GRI 102-10] [GRI 102-45] | 13 |
A.5.2 Creation of a new world-class leader in payment services: announced acquisition of Ingenico | 15 |
A.5.3 Simplified organization chart [GRI 102-4] | 16 |
A.5.4 Subsidiaries and participation [GRI 102-4] | 17 |
A.5.5 Management and organization [GRI 102-18] [GRI 102-22] [GRI 102-23] | 18 |
B. THE PAYMENT INDUSTRY | 23 |
B.1 Card Payments | 24 |
B.2 Non-card based payments | 26 |
B.2.1 Credit Transfers | 26 |
B.2.2 Direct Debit | 26 |
B.2.3 Instant Payments | 26 |
B.2.4 Other Alternative Payment Instruments | 26 |
B.3 Other services in and around the payment value chain | 27 |
B.3.1 Services for Traditional Merchants | 27 |
B.3.2 Value-Added Services for Banks | 27 |
B.3.3 New digital businesses | 28 |
B.4 Key Market Trends and Drivers of Change | 29 |
B.4.1 The digital revolution is driving new customer behavior generating significant growth in non-cash payments | 31 |
B.4.2 Key developments in technology will sustain the growth of electronic payments | 34 |
B.4.3 Regulatory changes in the payment sector are expected to create new opportunities | 35 |
B.4.4 New entrants and their impact on the industry business model also create new opportunities for payment services Providers | 36 |
C. WORLDLINE | 37 |
C.1 Description of the Group’s three Business Lines services | 38 |
C.1.1 Merchant Services | 38 |
C.1.2 Financial Services | 44 |
C.1.3 Mobility & e-Transactional Services | 49 |
C.2 Competitive Strengths | 57 |
C.2.1 A major player in Europe with an expanding global footprint, especially in emerging markets | 57 |
C.2.2 Comprehensive unique comprehensive positioning across the extended payments value chain | 58 |
C.2.3 Leading presence in next-generation payment services | 59 |
C.3 Worldline’s Business Model | 60 |
C.4 Worldline: a regulated Group | 64 |
C.4.1 European Regulation | 64 |
C.4.2 Regulation applicable outside of the European Economic Area | 66 |
C.4.3 Compliance with technical standards | 66 |
C.4.4 Protection of personal data | 67 |
C.5 Strategy | 70 |
C.5.1 Scale and reach: fully leverage Worldline Pan-European competitive advantage | 70 |
C.5.2 Large deals expertise: maintain commercial focus on large outsourcing deals and new bank alliances | 70 |
C.5.3 Focus on online: grow above market Worldline online and omni-channel payments, leveraging One Commerce Hub and Digital Banking | 71 |
C.5.4 Innovation and investment: ensure successful market breakthrough with latest differentiating offers | 71 |
C.5.5 Integration know-how: enable fastest possible delivery of SIX Payment Services and equensWorldline synergy plans | 71 |
C.5.6 M&A track record: more than ever, maintain an absolute priority and focus on the next wave of European payment consolidation opportunities | 71 |
C.5.7 Make Worldline the n°1 payment industry employer brand through talent & expert attraction and developments policies and Tier 1 CSR achievements | 72 |
C.5.8 Other Strategic plans | 72 |
C.6 2019-2021 Ambition | 73 |
C.7 Technology | 74 |
C.7.1 IT Platforms | 74 |
C.7.2 Data Centers and Hardware | 74 |
C.8 Sales and marketing | 75 |
C.9 Procurement and suppliers | 76 |
C.10 Investments | 77 |
C.10.1 Investments of 2019 | 77 |
C.10.2 Principal Investments Currently Underway and Planned | 77 |
C.11 Property Plant and Equipment | 78 |
C.11.1 Significant existing or planned property, plant and equipment | 78 |
C.12 Research and development, Patents and Licenses | 79 |
C.12.1 Research and development | 79 |
C.12.2 Intellectual Property, Patents, License, Usage Rights, and Other Intangible Assets | 79 |
D. EXTRA-FINANCIAL STATEMENT OF PERFORMANCE | 81 |
D.1 Integrating sustainability in Worldline’s business | 82 |
D.1.1 Worldline's integrated strategy | 82 |
D.1.2 Our CSR ambition | 90 |
D.1.3 Our CSR performance | 94 |
D.1.4 Main key performance indicators | 100 |
D.2 Building customer trust with reliable, secured, innovative and sustainable solutions | 103 |
D.2.1 Meet customer expectations [GRI 102-43] [AO7] | 103 |
D.2.2 Spur sustainable innovation | 104 |
D.2.3 Ensure system security, reliability & continuity | 109 |
D.2.4 Guarantee data protection | 116 |
D.2.5 Improve customer relationship management | 118 |
D.2.6 Key performance indicators about business and innovation | 126 |
D.3 Being a responsible employer | 129 |
D.3.1 Meet employee expectations [WL 6] | 129 |
D.3.2 Foster employee well-being at work | 131 |
D.3.3 Ensure talent attraction & retention | 140 |
D.3.4 Promote training & human capital development | 146 |
D.3.5 Key performance indicators about Human Resources | 152 |
D.4 Ensuring business ethics within our value chain | 159 |
D.4.1 Meet the highest level of ethics for all stakeholders | 159 |
D.4.2 Secure compliance with laws and regulations | 160 |
D.4.3 Fight against bribery and corruption | 165 |
D.4.4 Develop responsible procurement & due diligence in the value chain | 168 |
D.4.5 Develop sponsorship and philanthropy in our local communities | 172 |
D.4.6 Key performance indicators about Ethics and value chain [AO 17] | 174 |
D.5 Reducing our environmental footprint [GRI 419-1] | 176 |
D.5.1 Meet society expectations for a sustainable environment | 176 |
D.5.2 Fight climate change | 181 |
D.5.3 Develop circular economy | 191 |
D.5.4 Key performance indicators about Environment | 194 |
D.6 Reporting methodology and scope for non-financial indicators | 199 |
D.6.1 Principles and standards of reporting | 199 |
D.6.2 Methodology of reporting | 201 |
D.6.3 Methodology of indicators | 202 |
D.6.4 Report of one of the Statutory Auditors, appointed as independent third party, on the consolidated non-financial statement – year ended December 31, 2019 | 208 |
E. FINANCIALS | 211 |
E.1 Main factors affecting the Group’s revenue and profitability | 212 |
E.1.1 Payment Services Industry Dynamics | 212 |
E.1.2 Contract Structure | 213 |
E.1.3 Composition of Global Business Line Revenue | 213 |
E.1.4 Contract renewal cycles | 215 |
E.1.5 General economic conditions | 215 |
E.1.6 Services mix | 215 |
E.1.7 Geographic footprint | 215 |
E.1.8 Seasonality and period to period variability | 216 |
E.1.9 Changes in scope [GRI 102-45] and [GRI 102-49] | 216 |
E.1.10 TEAM² program | 217 |
E.2 Operational review | 218 |
E.2.1 Significant events of the year | 218 |
E.2.2 Subsequent events | 220 |
E.2.3 Executive Summary | 224 |
E.2.4 Statutory to constant scope and foreign exchange rates | 225 |
E.2.5 Revenue profile | 226 |
E.2.6 Performance by Global Business Line | 227 |
E.2.7 Performance by geography | 230 |
E.2.8 Commercial activity | 230 |
E.2.9 SIX Payment Services integration and synergy plans | 232 |
E.2.10 Human resources [GRI 102-4] [GRI 102-7] [GRI 102-8] | 232 |
E.3 2020 Objectives [GRI 102-7] | 233 |
E.4 Financial review [GRI 102-7] | 234 |
E.4.1 Income statement | 234 |
E.4.2 Cash flow | 237 |
E.4.3 Financing policy | 238 |
E.5 Consolidated financial statements | 239 |
E.5.1 Statutory Auditors’ report on the consolidated financial statements for the year ended December 31, 2019 | 239 |
E.5.2 Consolidated Income Statement [GRI 201-1] | 244 |
E.5.3 Consolidated statement of comprehensive income | 244 |
E.5.4 Consolidated statement of financial position | 245 |
E.5.5 Consolidated cash flow statement | 246 |
E.5.6 Consolidated statement of changes in shareholder’s equity | 247 |
E.5.7 Appendices to the consolidated financial statements | 248 |
E.6 Parent company financial statements | 292 |
E.6.1 Statutory Auditors’ report on the financial statements for the year ended December 31, 2019 | 292 |
E.6.2 Statutory auditors’ special report on related-party agreements – Shareholders’ Meeting held to approve the financial statements for the year ended December 31, 2019 | 296 |
E.6.3 Worldline SA financial statements | 302 |
E.6.4 Notes to Worldline statutory financial statements | 303 |
E.7 Worldline SA five years financial summary (from parent company financial statements) | 319 |
E.7.1 Worldline SA five years financial summary (from parent company financial statements) | 319 |
E.7.2 Statement used to present information on supplier and customer payment terms mentioned in article D. 441-4 of the French Commercial Code | 320 |
E.8 Related Party Transactions | 321 |
E.8.1 Agreements entered into with Atos group | 321 |
E.8.2 Agreements entered into with SIX Group | 322 |
E.8.3 Agreements entered into in relation with the contemplated acquisition of Ingenico Group | 324 |
E.8.4 Agreements entered into within the Worldline Group | 324 |
E.9 Non-IFRS financial measures | 326 |
E.9.1 OMDA | 326 |
E.9.2 Free Cash Flow | 326 |
E.9.3 EBITDA | 327 |
F. RISK ANALYSIS | 329 |
F.1 Risk management activities | 330 |
F.1.1 Enterprise risk management (ERM) | 330 |
F.1.2 Business & Operational risk assessment and management | 331 |
F.1.3 Insurance | 333 |
F.2 Risk factors | 333 |
F.2.1 Cyber-attack, security of systems and data protection [extra-financial risks – Build customer trust] | 334 |
F.2.2 People [extra-financial risks – Responsible employer challenges] | 334 |
F.2.3 Market challenges | 334 |
F.2.4 Service delivery quality and business continuity [extra-financial risks – Build Customer Trust/A robust and reliable IT Infrastructure] | 336 |
F.2.5 Other risks | 336 |
F.3 Mitigation measures | 343 |
F.3.1 Other risks | 343 |
F.4 Legal Proceedings | 345 |
F.4.1 Labor claims | 345 |
F.4.2 Commercial claims | 345 |
F.4.3 Tax claims | 345 |
F.4.4 Other legal proceedings | 345 |
F.4.5 Miscellaneous | 346 |
F.5 Internal Control [GRI 102-16] [GRI 102-17] [GRI 102-25] [GRI 102-33] [GRI 102-34] [GRI 103-3 Social economic | 347 |
F.5.1 Internal control definition and objectives | 347 |
F.5.2 Internal control system players | 347 |
F.5.3 Components of the internal control system | 348 |
F.5.4 Systems related to accounting and financial information | 350 |
F.5.5 Outlook and related new procedures to be implemented | 351 |
G. CORPORATE GOVERNANCE AND CAPITAL | 353 |
G.1 Legal Information | 354 |
G.1.1 Corporate form [GRI 102-5] | 354 |
G.1.2 Corporate purpose and other information [GRI 102-5] | 354 |
G.1.3 Main Provisions of the bylaws | 355 |
G.1.4 Provisions of the agreements with SIX Group AG | 357 |
G.2 Corporate Governance [GRI 102-10] [GRI 102-18] [GRI 102-22] [GRI 102-24] [GRI 102-26] | 358 |
G.2.1 Compliance with the AFEP-MEDEF Code – Frame of reference on corporate governance | 358 |
G.2.2 Management Mode [GRI 102-22] [GRI 102-24] [GRI 102-25] [GRI 102-26] | 359 |
G.2.3 The Board of Directors: composition and organization principles [GRI 102 -5] [GRI 102-18] [GRI 102-22] [GRI 102-23] | 361 |
G.2.4 Operation of the Board of Directors | 384 |
G.2.5 Operation of the Committees of the Board of Directors [GRI 102-37] | 387 |
G.2.6 Assessment of the works of the Board of Directors [GRI 102-28] | 392 |
G.3 Executive compensation and stock ownership | 394 |
G.3.1 Compensation policy for the Corporate Officers | 394 |
G.3.2 Elements of the compensation due or awarded for the financial year 2019 to the Corporate Officers, and submitted to the shareholders vote | 411 |
G.3.3 Performance shares plans and stock-options plans | 431 |
G.4 2020 Annual General Meeting | 441 |
G.4.1 Resolutions submitted to the Annual General Meeting | 441 |
G.4.2 Elements of the compensation due or awarded for the 2019 fiscal year to the Corporate Officers of the Company, submitted to the shareholders’ vote | 441 |
G.4.3 Principles and criteria for setting, allocating and granting the elements of the compensation of the Senior Officers of the Company for the 2020 fiscal year, submitted to the shareholders’ vote | 441 |
G.4.4 Summary of the transactions made in 2019 on the shares of the Company (article 223-26 of the AMF Règlement Général) | 442 |
G.5 Evolution of capital and stock performance | 443 |
G.5.1 Basic data | 443 |
G.5.2 Dividends | 445 |
G.5.3 Documentation | 445 |
G.5.4 Financial calendar | 445 |
G.5.5 Contact | 445 |
G.5.6 Capital | 445 |
G.5.7 Share trading performance | 451 |
H. APPENDIX | 455 |
H.1 Persons responsible | 456 |
H.1.1 Name and position of the person responsible for the Universal Registration Document [GRI 102-53] | 456 |
H.1.2 Certification of the person responsible for the Universal Registration Document | 456 |
H.1.3 For the audit | 456 |
H.2 Definitions | 457 |
H.2.1 Financial terms | 457 |
H.2.2 Business KPI’s (Key Performance Indicators) | 457 |
H.2.3 Market terms | 458 |
H.2.4 Business terms | 459 |
H.3 Cross-reference tables | 463 |
H.3.1 Cross-reference table for the Universal Registration Document | 463 |
H.3.2 Cross-reference table for the Financial report | 466 |
H.3.3 Cross reference tables with the Annual management report | 467 |
H.3.4 Cross-reference table with article L. 225-102-1 regarding the declaration of extra-financial performance | 468 |
H.3.5 Cross reference tables with the report on Corporate Governance | 470 |
H.4 Contacts | 472 |
H.4.1 Headquarters | 472 |
H.4.2 Global Organization | 472 |
H.4.3 Corporate functions | 472 |
H.5 Locations | 473 |