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Essilorluxottica 28 May 2019 Update to Credit Analysis Following Affirmation of A2

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Essilorluxottica 28 May 2019 Update to Credit Analysis Following Affirmation of A2 CORPORATES CREDIT OPINION EssilorLuxottica 28 May 2019 Update to credit analysis following affirmation of A2 Update Summary Following the mandatory tender offer, whereby EssilorLuxottica (the company or the group) acquired 93.3% of Luxottica's shares, the company subsequently launched a sellout and squeeze-out of the remaining shares for a combination of stock issuances and a cash consideration of about €640 million. As of March 5, 2019, EssilorLuxottica controlled all the RATINGS share capital of Luxottica, whose shares have been delisted from the Italian stock exchange. EssilorLuxottica Domicile France EssilorLuxottica's A2 rating continues to reflect (1) its position as the global leader in Long Term Rating A2 corrective lenses and eyewear market by a large margin to its competitors, illustrating the Type LT Issuer Rating - Fgn group's strong innovation capabilities and brand portfolio; (2) the group's wide offering Curr within its product category and its vertical integration, which allow it to cater to a variety Outlook Stable of customers and develop strong relationships with opticians; (3) a very solid track record Please see the ratings section at the end of this report of steady growth and resilient operating performance; and (4) the group's strong financial for more information. The ratings and outlook shown profile, underpinned by a healthy free cash flow (FCF) generation. reflect information as of the publication date. EssilorLuxottica's rating also factors in (1) the group's concentration of sales generated by its corrective lenses and frames business, as well as its relative concentration in the US market; Contacts (2) the still subdued economic environment in some of the group's key markets, which can Knut Slatten +33.1.5330.1077 weigh on lenses' renewal rates or result in some trading down by consumers; (3) the risk of a VP-Senior Analyst competitor making a breakthrough innovation; and (4) a degree of uncertainty around future [email protected] financial policies and the group's appetite for future external growth. Yasmina Serghini +33.1.5330.1064 Associate Managing Director Credit strengths [email protected] » Increased scale and enhanced business diversity following the merger CLIENT SERVICES » Global leader in corrective lenses and frames Americas 1-212-553-1653 » Strong innovation capabilities Asia Pacific 852-3551-3077 Japan 81-3-5408-4100 » Wide customer and geographical diversification EMEA 44-20-7772-5454 » Track record of resilient operational performance and cash flow generation Credit challenges » Execution risks related to the integration of Essilor and Luxottica's activities, notably the potential differences in corporate culture » Revenue concentration in the eyewear market and some degree of geographical concentration in the US market MOODY'S INVESTORS SERVICE CORPORATES » Active acquisition strategy, which could hurt the group's financial profile Rating outlook The stable outlook reflects our expectation that EssilorLuxottica will continue to perform strongly over the next quarters, displaying credit metrics that position it very solidly in the A2 rating category. Factors that could lead to an upgrade » Upward pressure could develop if there is evidence of successful execution of the integration plan, commitment to a higher rating and a longer track record of operating as one entity. Quantitatively, upward pressure could build on the rating if the company maintains retained cash flow/net debt above 35% and Moody’s-adjusted (gross) debt/EBITDA below 1.5x on a sustainable basis. Factors that could lead to a downgrade » Downward pressure could develop if the company's performance weakens sharply, resulting in retained cash flow/net debt declining to below 25% and Moody's-adjusted (gross) debt/EBITDA rising above 2.5x for a prolonged period (including Moody’s adjustments). A temporary deviation from these metrics could be accommodated in the event of a larger M&A transaction. Key indicators Exhibit 1 EssilorLuxottica 2020E 2019E 2018PF(2) 12/31/2018(1) Total Sales (EUR Billion) 17.6 16.8 16.2 10.8 EBIT Margin 17.9% 17.3% 16.7% 13.7% Debt / EBITDA 1.3x 1.4x 1.5x 2.9x RCF / Net Debt 55.9% 50.6% 55.0% 27.5% EBIT / Interest Expense 13.9x 12.8x 13.5x 8.1x (1) The 2018 consolidated financial statements reflect the acquisition of Essilor by Luxottica (reverse acquisition), therefore; the figures represent 12 months of Luxottica's and three months of Essilor's contribution. (2) Pro forma figures include 12-month contribution of Essilor and Luxottica. (3) All ratios are based on 'Adjusted' financial data and incorporate Moody's Global Standard Adjustments for Non-Financial Corporations. Source: Moody's Financial Metrics Profile EssilorLuxottica, a publicly listed company headquartered in France, is the holding company of Essilor (100%) and Luxottica (100%). It is a global leader in the design, manufacture and distribution of ophthalmic lenses, frames and eyewear. For 2018, EssilorLuxottica had nearly 150,000 employees and pro forma consolidated revenue of around €16 billion. Essilor designs, manufactures and markets a wide range of lenses to improve and protect eyesight. It also develops and markets equipment, instruments and services for eye-care professionals. Essilor reported consolidated revenue of €7.5 billion in 2018. Luxottica has leading positions in the frames and eyewear retail market. Its portfolio includes Ray-Ban and Oakley eyewear brands, and the Sunglass Hut and LensCrafters's retail brands, as well as product licensing agreements under brands such as Prada, Chanel, Burberry and Ralph Lauren. Luxottica reported consolidated revenue of €8.9 billion in 2018. Detailed credit considerations Essilor and Luxottica's businesses are complementary but subject to integration risks Essilor and Luxottica have complementary businesses that provide the opportunity to offer customers combined solutions including Essilor's lenses and Luxottica's frames, thereby driving the value of their products. These combined offers provide the advantage This publication does not announce a credit rating action. For any credit ratings referenced in this publication, please see the ratings tab on the issuer/entity page on www.moodys.com for the most updated credit rating action information and rating history. 2 28 May 2019 EssilorLuxottica: Update to credit analysis following affirmation of A2 MOODY'S INVESTORS SERVICE CORPORATES of faster delivery times to customers and an easier order process. For example, a Ray-Ban frame and Varilux lens would help the performance of both prescription glasses and prescription sunglasses. In addition, Luxottica has gained access to Essilor's network of independent opticians for the sale of their frames and sunglasses. In the US, Essilor has a wide network of independent prescription laboratories to ensure that its products reach local customers. Similarly, Essilor will increase the penetration of its brands within Luxottica's extensive network. In the first quarter of 2019, Essilor reported higher penetration of the antireflective and Transitions lenses into the LensCrafters network, which supported the optical chain's results during the period. We also expect the combination to generate cost synergies as both entities converge their business model. The company envisages around €420 million-€600 million of synergies split between revenue and cost synergies within the next three to five years. Revenue synergies are expected in the range of €200 million-€300 million as a result of cross-selling opportunities. Cost synergies are expected to come in the range of €220 million-€300 million from the combined supply chain optimization, general and administrative rationalization, and sourcing of savings. The company expects synergies to further accelerate once it is operating as a fully integrated structure. The company has put in place an integration committee led by the Executive Chairman and the Executive Vice Chairman of EssilorLuxottica to identify and execute the different areas of synergies. Exhibit 2 Exhibit 3 EssilorLuxottica's revenue breakdown by segment EssilorLuxottica's revenue breakdown by geography Latin America 6% Asia, Oceania and Africa Lenses and Retail 17% optical 36% instruments 39% North America 52% Sunglasses and readers 5% Europe 25% Wholesale Equipment 19% 1% Based on pro forma 12 months revenues of Essilor and Luxottica Based on pro forma 12 months revenues of Essilor and Luxottica Source: EssilorLuxottica's 2018 annual report Source: EssilorLuxottica's 2018 annual report The transaction is highly complementary as Essilor will gain access to Luxottica’s leading global retail network of around 9,100 stores (as of the end of December 2018), including the Sunglass Hut and LensCrafters franchises, and its strong brand portfolio in the eyewear segment including Ray-Ban and Oakley, as well as licensing agreements under brands such as Prada, Chanel, Burberry and Ralph Lauren. 3 28 May 2019 EssilorLuxottica: Update to credit analysis following affirmation of A2 MOODY'S INVESTORS SERVICE CORPORATES Exhibit 4 Strong portfolio of retail brands with a large geographical presence North America Asia pacific Greater China Europe Africa and Middle East Latam Sunglass Hut LensCrafters Target Optical GMO Salmoiraghi & Viganò OPSM Oakley retail locations Sears Optical Ray-Ban Others (including franchising) 0 500 1000 1500 2000 2500 3000 3500 Number of stores Source: Group information We expect the combined entity to generate free cash flow of around €1 billion excluding
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