Worldline - 2019 Universal Registration Document

E

FINANCIALS Financial review [GRI 102-7]

Cash outflow linked to reorganization costs and rationalization costs represented respectively € 5.4 million and € 3.3 million. Integration costs of € 39.6 million included a large part of costs linked to the integration of SIX Payment Services and cost related to post acquisition integrations. Net financial investments amounted to € 14.9 million. It includes in particular collection related to Visa receivable for € 14.3 million. Other changes of €-19.2 million corresponded mainly to €-11.3 million of other items of Other operating income and expenses and €-7.9 million of other financial costs. As a result, the Free Cash Flow (FCF) generated in 2019 was € 287.6 million. The net material acquisitions of € 1,094.8 million represented mainly the acquisition of the 36.4% minority interests of Financing structure Worldline’s expected liquidity requirements are currently fully covered by the gross cash and long-term committed credit facility. In this respect, on December 20, 2018, Worldline SA (as Borrower) signed a five-year Revolving Credit Facility (the “Facility”) for an amount of € 600 million, maturing in December 2023 with an option for Worldline to request the extension of the Facility maturity date until December 2025. In October 2019, first extension has been requested and approved by the banks. The revolving credit facility maturity date is now December 2024. Under the terms of the initial agreement, the Facility included one financial covenant, which was the consolidated leverage ratio (net debt divided by Operating Margin before Depreciation and Amortization) that should not be greater than 2.5 times. In December 2019, the cancellation of the financial covenant was obtained and the Facility does not include any more this financial covenant. The Facility has been arranged by a syndicate of 13 international banks. The Facility will be available for general corporate purpose. At the end of December 2019, the Facility is not used. Furthermore, Worldline has issued a “Negotiable European Commercial Papers” program (NEU CP) on April 12, 2019 to optimize its financial charges and improve Group’s cash for a maximum initial amount of € 600 million. At the end of December 2019, the outstanding amount of the program was € 63 million. In addition Worldline has issued on July 30, 2019 interest-free bonds convertible into new shares and/or exchangeable for Financing policy E.4.3

Equens Worldline (€ 1,070.9 million) and the net cash effects linked to the acquisitions of SIX Payment Services. The impact of fair value of the contingent liability linked to the acquisition of SIX Payment Services was € 117.6 million (cf. Note 1 Main changes in the scope of consolidation). In 2019, the € 10.9 million Capital increase corresponded to the issuance of common stock following employee’s exercise of stock options and the employee share purchased plan BOOST. Net cash effect of convertible bond implemented in July 2019 reached € 79.4 million. Dividends paid to minority shareholders of equensWorldline amounted to € 11.8 million. Foreign exchange rate fluctuation which is determined on debt or cash exposure by country had a positive impact of € 2.1 million. existing shares of Worldline for an amount of € 600 million maturing on July 30, 2026, unless the bonds have been subject to early redemption, conversion or purchase and cancellation. Worldline has issued subsequently, on September 18, 2019, bonds for an amount of €500 million. Such bonds are to mature on September 18, 2024 and produce interest of 0.25% per year on the outstanding principal amount. These two bonds have financed the acquisition of the 36.4% minority stake of EquensWorldline, which has been paid entirely in cash during September 2019. On March 30, 2020 Worldline entered into a mandate letter providing the terms and conditions under which a pool of banks commit to enter into a bridge facility agreement upon Company’s request for an amount of € 2.6 billion and for a one year maturity (with options for extension) in order to finance the contemplated acquisition of Ingenico as announced on February 3, 2020 (for additional information, refer to Section A.5.2). Investment grade rating On September 4, 2019, Standard & Poor’s Global has assigned an “investment grade” BBB issuer credit rating to Worldline, with a stable outlook. This rating was affirmed on February 3, 2020 in the context of the planned acquisition of Ingenico. Investment policy Worldline has a policy to lease its office space and other real estate assets either administrative or technical. Some other fixed assets such as IT equipment and company cars may be financed through leases depending on the cost of funding and on the most appropriate type of financing for each new investment.

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Universal Registration Document 2019