Cegedim S.A. Summary: Table Of Contents. Rationale. Outlook. Standard & Poor's Base-Case Scenario. Business Risk. Financial Risk.

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1 Summary: Cegedim S.A. Primary Credit Analyst: Nicolas Baudouin, Paris (33) ; Secondary Contact: Remi Bringuier, Paris +33(0) ; Table Of Contents Rationale Outlook Standard & Poor's Base-Case Scenario Business Risk Financial Risk Liquidity Ratings Score Snapshot Recovery Analysis Related Criteria And Research JUNE 16,

2 Summary: Cegedim S.A. Business Risk: WEAK Vulnerable Excellent CORPORATE CREDIT RATING Financial Risk: SIGNIFICANT bb- bb- bb- BB-/Positive/-- Highly leveraged Minimal Anchor Modifiers Group/Gov't Rationale Business Risk: Weak Leading software provider for insurers and health care professionals. Despite the group's modest size, diversified growth prospects through a broad portfolio of customers, including health care professionals, pharmaceutical companies, and large corporations. Enhanced portfolio of activities, through the strategic shift to more profitable activities and following the disposal of CRM and the strategic data division, which will also likely increase overall profitability. Track record of disappointing results, with EBITDA at core operations eroding by 117 basis points in Financial Risk: Significant Significant improvements in the group's financial metrics, and a forecast debt-to-ebitda ratio below 2.5x thanks to Cegedim's CRM and strategic data spinoff. Positive, albeit modest, free cash flow generation. Supportive shareholders and a track record of dividend cuts over the past three years, in line with overall challenging market conditions for the group. JUNE 16,

3 Outlook: Positive The positive outlook on France-based software provider to insurers and health care professionals company Cegedim S.A. reflects the possibility that Standard & Poor's Ratings Services could upgrade the group by one notch within the next 12 months if it achieves financial risk metrics commensurate with our "intermediate" category, as defined in our criteria. Downside scenario We would revise the outlook to stable if Cegedim implemented a radical change in its financial policy, through a large debt-financed acquisition, which would slow deleveraging and push adjusted debt to EBITDA higher than 3x. This is not a likely scenario, though, given the group's public statement that the proceeds from its CRM and strategic data disposal are earmarked for debt reduction. Any operating setback could also jeopardize the current ratings. We will closely monitor the group's quarterly performances, which have been subject to profit warnings in the past and remain contingent on the investment budgets of pharmacists and practitioners. Upside scenario We could raise the ratings if Cegedim demonstrated robust operating performance, which would improve free operating cash flow (FOCF) generation and push the FOCF-to-debt ratio above 15%. We note that the group's debt-to-ebitda ratio is already less than 3x and in line with our "intermediate" financial risk profile. An upgrade would also imply that the group's EBITDA interest coverage improves and remains sustainably above 6x. To achieve this, we expect that Cegedim will use its sizable cash proceeds received in 2015 to refinance its 425 million senior unsecured notes due 2020 in A lower cost of debt would also boost cash flow generation. Standard & Poor's Base-Case Scenario JUNE 16,

4 Assumptions Revenue growth of about 1%-2% in the competitive French and U.K. health care markets in Continued product innovation and increased operating efficiency, following the disposal and recent investments in software development, which is driving modest enhancement in profit margins. Adjusted annual EBITDA of approximately 95 million- 105 million in 2015 and Annual capital expenditures of about 40 million. Interest cost savings as a result of the planned partial or total refinancing of the 425 million senior unsecured notes due in Projected reimbursement of 63 million for the bond maturing in Forecast redemption of most of the bond maturing in 2020 very likely in 2016, when the bond is callable. Key Metrics f 2016f EBITDA margin (%) Debt to EBITDA (x) EBITDA-to-interest coverage ratio (x) Data are Standard & Poor's adjusted. f--forecast. Business Risk: Weak We view Cegedim's business risk profile as "weak," even after the recent disposal, reflecting a leading but not dominant position in providing software to insurers and health care professionals. Following the recent disposal, Cegedim continues to be relatively well diversified, with a granular customer base, including British and French pharmacists and practitioners, as well as companies outside the health sector for which Cegedim has successfully developed a human-resource management offering. Cegedim is a key player in data transfer between private health insurers ("mutuelles"), pharmacists and the French national health care system. The group could pick up additional business since the French government is contemplating banning cash payments to doctors, implying a change to computer processing. Cegedim has delivered poor operating performances over the past five years. In 2012, the group's operating setbacks necessitated a covenant reset. In addition, we continue to think that the company operates in a still very challenging market, especially in the pharmacist segment. Financial Risk: Significant Following the disposal of the CRM and strategic data divisions, we revised up our assessment of Cegedim's financial risk profile to "significant" from "aggressive." This reflects our view that the transaction has improved the group's financial metrics as a result of reduced leverage because it has earmarked the 396 million in proceeds to repay a large part of its outstanding long-term debt. JUNE 16,

5 We expect the first repayment will be made in July 2015 when the 63 million bond matures. We think Cegedim will deleverage further by calling its 2020 bond in 2016, or even earlier, depending on market conditions. This would lower its cost of debt, which would substantially improve its free cash flow generation. Liquidity: Adequate We view Cegedim's liquidity as "adequate" under our criteria, reflecting our assessment that the group's sources of liquidity will cover its uses by at least 1.2x for the next 12 months. We see Cegedim's upcoming maturity of 63 million in the second quarter of 2015 as entirely covered by the proceeds received from the disposal of the CRM and strategic data division earlier this month. Principal Liquidity Sources (as of April 1, 2015): Cash and investments exceeding 400 million after the CRM and strategic data division disposal; About 80 million undrawn on Cegedim's revolving credit facility; and Cash FFO of 42 million. Principal Liquidity Uses (as of April 1, 2015): The remaining 63 million of the bond maturing in 2015; No major working capital outflows; Capital expenditures decreasing to about 42.5 million, resulting from the smaller scope of consolidation after the spin-off; and No exceptional dividends following the disposal (as discussed with management). Ratings Score Snapshot Corporate Credit Rating BB-/Positive/-- Business risk: Weak Country risk: Low Industry risk: Intermediate Competitive position: Weak Financial risk: Significant Cash flow/leverage: Significant Anchor: bb- Modifiers Diversification/Portfolio effect: Neutral (no impact) Capital structure: Neutral (no impact) Financial policy: Neutral (no impact) JUNE 16,

6 Liquidity: Adequate (no impact) Management and governance: Fair (no impact) Comparable rating analysis: Neutral (no impact) Stand-alone credit profile : bb- Recovery Analysis Key analytical factors The senior unsecured notes (including the 425 million bond due 2020 and the remaining 63 million of the bond due 2015) have an issue rating of 'BB-', in line with the corporate credit rating, with an unchanged recovery rating of '4'. The recovery rating is constrained by the presence of priority liabilities, such as factoring and overdraft facilities, which are unsecured and unguaranteed. Our recovery expectations are in the higher half of the 30%-50% range. The unsecured notes rank pari passu with the 80 million RCF and a 45 million cash-pay shareholder loan. We plan to withdraw the '4' recovery rating on the bond maturing in 2015 after the repayment of the remaining 63 million using the disposal proceeds. We value Cegedim as a going concern, due to its leading market share in health care data management. In our hypothetical default scenario, we assume that Cegedim's operating performance will deteriorate, due to the company's inability to offset the structural revenue decline following the spinoff of its CRM and strategic data segment divisions, in conjunction with increased competition. Simulated default assumptions Year of default: 2019 EBITDA at emergence: 38 million Implied enterprise value multiple: 5.0x Jurisdiction: France Simplified waterfall Gross enterprise value at default: 190 million Administrative costs: 13 million Net value available to creditors: 177 million Priority claims: 79 million Unsecured debt claims: 223 million* Recovery expectation: 30%-50% (higher half of the range) *All debt amounts include six months' prepetition interest and an 85% drawn RCF at default. Related Criteria And Research Methodology And Assumptions: Liquidity Descriptors For Global Corporate Issuers, Dec. 16, 2014 Methodology: Industry Risk, Nov. 19, 2013 Country Risk Assessment Methodology And Assumptions, Nov. 19, 2013 Corporate Methodology: Ratios And Adjustments, Nov. 19, 2013 Corporate Methodology, Nov. 19, 2013 Key Credit Factors For The Business And Consumer Services Industry, Nov. 19, JUNE 16,

7 Methodology: Management And Governance Credit Factors For Corporate Entities And Insurers, Nov. 13, 2012 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 JUNE 16,

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