Standard & Poor's Base-Case Scenario. Related Criteria And Research

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1 Summary: Valeo S.A. Primary Credit Analyst: Vincent Gusdorf, CFA, Paris (33) ; Secondary Contact: Barbara Castellano, Milan (39) ; Table Of Contents Rationale Outlook Standard & Poor's Base-Case Scenario Business Risk Financial Risk Liquidity Ratings Score Snapshot Related Criteria And Research JANUARY 12, Standard & Poor's. All rights reserved. No reprint or dissemination without Standard & Poor s permission. See Terms of Use/Disclaimer on the last page

2 Summary: Valeo S.A. Business Risk: SATISFACTORY Vulnerable Excellent bbb bbb bbb CORPORATE CREDIT RATING Financial Risk: INTERMEDIATE BBB/Stable/A-2 Highly leveraged Minimal Anchor Modifiers Group/Gov't Rationale Business Risk: Satisfactory Leading market positions in several product lines. Good sales diversity across products, customers, and geographic markets, with a growing presence in Asia. Favorable long-term growth prospects, mainly because of the drive for lower carbon emissions and automated drive assistance. Industry-average profitability. Exposure to the cyclicality of the car component market. Strong, well-positioned competitors with global outreach. Financial Risk: Intermediate Strong liquidity. Moderate financial policy. Significant capital expenditure (capex) needs to sustain competitive advantages. JANUARY 12,

3 Outlook: Stable The stable outlook on automotive supplier Valeo S.A. reflects Standard & Poor's Ratings Services' view that the company's solid market positions and supportive backlog should lead to a moderate but gradual improvement in operating margins over 2015, on the back of slightly more favorable market conditions in Europe and globally. We expect Valeo to maintain credit ratios that we consider commensurate with the 'BBB' rating, such as adjusted funds from operations (FFO) to debt of more than 35% and debt to EBITDA lower than 2.5x. Upside scenario Rating upside would require effective deleveraging, with Valeo committing to tighter credit ratios through the cycle, such as adjusted FFO to debt above 45%. An upgrade would also depend on Valeo's operating performance, its ability to show a stronger-than-anticipated improvement in profitability, and an improvement in Europe's economy, to which the group has high exposure. Furthermore, Valeo would need to maintain a sufficiently supportive financial policy with a disciplined approach to acquisitions, shareholder remuneration, and working capital management. Downside scenario We could lower the rating if Valeo's operating performance weakened markedly, resulting in adjusted FFO to debt of less than 30%. This could happen if Valeo's EBITDA margin declined markedly, for instance in the case of an industry downturn combined with market share losses, or if the group pursued unexpectedly large debt-funded acquisitions. Standard & Poor's Base-Case Scenario JANUARY 12,

4 Assumptions Real GDP growth of 1.4% in 2014 and 1.5% in 2015 in the EU, 2.3% in 2014 and 3% in 2015 in the North American Free Trade Agreement (NAFTA) area, and 7.4% in 2014 and 7.1% in 2015 in China; Light vehicle production increasing globally by 3.6% in 2014 and 4.2% in 2015, including 3% in 2014 and 4.2% in 2015 in NAFTA, 2.1% in 2014 and 0.6% in 2015 in Western Europe, and 9.6% in 2014 and 8.2% in 2015 in China; Revenues increasing by about 5% per year over the next two years, with strong organic growth offsetting adverse currency effects; A 10-basis-point increase in adjusted EBITDA margin in 2014 and 2015; and Positive free operating cash flow (FOCF) over , used for possible bolt-on acquisitions. Key Metrics f 2015f Adjusted EBITDA margin (%) Adjusted FFO/debt (%) Adjusted debt/ebitda (x) FFO--funds from operations. f--standard & Poor's forecast. Business Risk: Satisfactory We view Valeo's business risk profile as "satisfactory" under our criteria. We believe Valeo benefits from favorable medium- to long-term growth fundamentals, reflected in its 9.1 billion reported order intake at mid-year Valeo is among the auto suppliers that have a large exposure to the fast-growing Chinese market and is gaining market share with North American manufacturers. It also holds strong positions in CO2 reduction technology and driving assistance--segments that offer medium-term growth potential. Still, we view Valeo's adjusted EBITDA margin as no better than the industry average. This is partly because of the group's still-large share of earnings from lower-value-added components and its limited ability to benefit from economies of scale compared with larger peers. Financial Risk: Intermediate Valeo's relatively moderate financial policy and "strong" liquidity (as defined in our criteria) underpin our "intermediate" financial risk profile assessment. Valeo's management has indicated that it aims to maintain an investment-grade rating, which in our adjusted metrics would translate into adjusted debt to EBITDA of about 3x. By Dec. 31, 2013, Valeo's credit ratios were fully commensurate with the current rating, with adjusted debt to EBITDA at 1.5x and adjusted FFO to debt at 48%. In our base-case scenario for the next two years, and even allowing for some limited acquisition activity, we expect Valeo to comfortably maintain credit ratios that we consider commensurate with the 'BBB' rating, such as adjusted JANUARY 12,

5 FFO to debt above 35% and debt to EBITDA lower than 2.5x. We think FOCF will be positive this year, even though the group has accelerated its capex program. Liquidity: Strong The short-term rating is 'A-2'. We view Valeo's liquidity as "strong" under our criteria, as we believe that the ratio of sources to uses of liquidity will exceed 1.5x for the 12 months ending June 30, Principal Liquidity Sources 1.4 billion of cash and cash equivalents on June 30, 2014; 1.1 billion of available committed credit lines maturing beyond 12 months; and Our forecast of reported FFO of about 1 billion over the next 12 months. Principal Liquidity Uses 0.1 billion of short-term debt; About 1 billion of capex; and Dividend payments of about 0.2 billion. Ratings Score Snapshot Corporate Credit Rating BBB/Stable/A-2 Business risk: Satisfactory Country risk: Low Industry risk: Moderately high Competitive position: Satisfactory Financial risk: Intermediate Cash flow/leverage: Intermediate Anchor: bbb Modifiers Diversification/Portfolio effect: Neutral (no impact) Capital structure: Neutral (no impact) Financial policy: Neutral (no impact) Liquidity: Strong (no impact) Management and governance: Satisfactory (no impact) Comparable rating analysis: Neutral (no impact) JANUARY 12,

6 Related Criteria And Research Related Criteria Methodology And Assumptions: Liquidity Descriptors For Global Corporate Issuers, Dec. 16, 2014 Key Credit Factors For The Auto Suppliers Industry, Nov. 19, 2013 Country Risk Assessment Methodology And Assumptions, Nov. 19, 2013 Methodology: Industry Risk, Nov. 19, 2013 Corporate Methodology, Nov. 19, 2013 Corporate Methodology: Ratios and Adjustments, Nov. 19, 2013 Business And Financial Risk Matrix Financial Risk Profile Business Risk Profile Minimal Modest Intermediate Significant Aggressive Highly leveraged Excellent aaa/aa+ aa a+/a a- bbb bbb-/bb+ Strong aa/aa- a+/a a-/bbb+ bbb bb+ bb Satisfactory a/a- bbb+ bbb/bbb- bbb-/bb+ bb b+ Fair bbb/bbb- bbb- bb+ bb bb- b Weak bb+ bb+ bb bb- b+ b/b- Vulnerable bb- bb- bb-/b+ b+ b b- Additional Contact: Industrial Ratings Europe; Corporate_Admin_London@standardandpoors.com JANUARY 12,

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