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TEXT-S&P affirms Metro AG 'BBB-/A-3' ratings, outlook is stable
December 4, 2012 / 5:40 PM / in 5 years

TEXT-S&P affirms Metro AG 'BBB-/A-3' ratings, outlook is stable

     -- We believe that Germany-based retailer Metro AG's partial sale
of its Real hypermarkets has no immediate effect on its ratings. 
     -- We are affirming our ratings on Metro at 'BBB-/A-3'.
     -- The stable outlook reflects our view that the company will be able to 
use its financial flexibility to maintain its financial risk profile in line 
with credit ratios we believe are commensurate with the current rating.

Rating Action
On Dec. 4, 2012, Standard & Poor's Ratings Services affirmed its long- and 
short-term corporate credit ratings on German retailer Metro AG at 'BBB-/A-3'. 
The outlook is stable.
The affirmation reflects our view that Metro AG will be able to maintain its 
financial flexibility after its announcement that it will sell the Eastern 
European operations of its Real hypermarket subsidiary to the French retailer 
Groupe Auchan S.A. (A/Negative/A-1) for EUR1.1 billion. Real operates 96 stores 
in Russia, Poland, Romania, and Ukraine accounting for about 4% of Metro's 
overall sales. Real's German operations, which account for 13% of Metro's 
overall sales, including 12 stores in Turkey, will remain within the group and 
we do not expect Metro to sell the German operations in the near term for tax 
reasons, and the lack of investor interest. The transaction also includes the 
sale of ten freeholds in Russia and four in Romania to Auchan. Metro is 
looking for alternative uses for four stores in Romania and one in Russia that 
are not part of the 91 stores sold to Auchan. 

We expect the deal to close sometime in 2013 when the relevant anti-trust 
authorities give their consent. Metro's management expects the transaction to 
lead to a cash inflow of EUR600 million, a financial lease reduction of about 
EUR300 million, and a decline in Standard & Poor's operating lease debt 
adjustments of about EUR600 million. We believe that the likely adjusted debt 
reduction of EUR1.5 billion will improve Metro's ratio of funds from operations 
(FFO)-to-adjusted debt by 50-80 basis points (bps), but that the ratio will 
remain at the lower end of the 20%-25% range by Dec. 31, 2013. 

We assess Metro's financial risk profile as "significant," as our criteria 
define the term, because we believe the company retains its financial 
flexibility to maintain its credit ratios, despite difficulties in its 
operational performance (see "Metro AG Downgraded To 'BBB-' After Profit 
Warning; Outlook Is Stable,"  published on RatingsDirect on the 
GlobalCreditPortal on Oct. 11, 2012). 

We see Metro's business risk profile as "satisfactory," as the group is one of 
the world's largest retailers with leading market positions in European 
self-service wholesale retailing (Cash & Carry; C&C) and consumer electronics 
retailing through its MediaMarkt-Saturn MMS subsidiary. However, we believe 
that both these markets are undergoing fundamental changes. MMS especially 
will continue to be affected by price transparency and competition from online 
retailers. MMS online sales were only EUR158 million, or 3.3% of overall sales, 
in the third quarter 2012 despite the launch of and in 
Oct. 2011 and Jan. 2012. Metro's online retailer Redcoon and some test markets 
alone generated EUR131 million in sales in the third quarter of 2011. We 
consequently believe that MMS' multi-channel strategy in Germany has so far 
not been able to accelerate growth in this expanding market segment. Like U.S 
consumer electronics retailer BestBuy (BB/Negative/--), which generated 6.1% 
of its domestic sales online in 2011, MMS has not yet been able to find a 
strategy to get paid for the service it provides for its customers and 
suppliers in its stores.

We believe that Metro will probably generate more than 40% of its revenues in 
Germany in 2013. With the disposal of its U.K. C&C business in the summer, the 
current transaction with Real, and its revised capital expenditure schedule, 
we believe Metro's future profitability improvements will also need to come 
from its competitive home market.

The short-term credit rating is 'A-3'. We view Metro's liquidity as "adequate" 
under our criteria. We base our opinion on our estimate that liquidity sources 
will exceed funding needs by more than 1.2x in the next 12 months.

As of Sept. 30, 2012, we estimated liquidity sources in excess of about EUR6.6 

These included:
     -- Surplus cash of EUR1.9 billion, excluding EUR0.15 billion which we
as tied up in operations;
     -- Undrawn revolving credit facilities of about EUR3.1 billion maturing in 
more than 12 months, of which EUR1.5 billion mature in 2015 and EUR1 billion in 
2017; and
     -- EUR1.6 billion of unadjusted funds from operations (FFO) that we 
forecast over the next 12 months.

We estimate Metro's liquidity needs over the next 12 months to be about EUR3.1 
billion, consisting of:

     -- EUR2.5 billion of short-term debt,
     -- EUR1.0 billion of cash relevant capex, and
     -- Up to EUR0.6 billion in dividends based on its historic track record.

The stable outlook reflects our view that the company will be able to use its 
financial flexibility to maintain its financial risk profile in line with 
credit ratios we believe are commensurate with the current rating.

We believe that Metro will be able to maintain its ratio of adjusted FFO to 
debt at about 20% and its ratio of debt to EBITDA ratios at about 3.5x in 
December 2012 and 2013. Our base-case scenario assumes that the adjusted 
EBITDA margin will fall by about 30 bps in the next 12 months before 
stabilizing, and that Metro will continue to focus on free discretionary cash 
flow to reduce its debt.

We might consider a negative rating action if Metro's margins eroded more than 
we currently anticipate. This might happen if Metro did not improve Real's and 
its C&C business' profitability in Germany, or if MMS' margin erosions 
accelerated. We might also lower the ratings if Metro appeared unable keep 
credit ratios in line with our guidance, or if the company adopted a more 
shareholder-friendly financial policy.

We might consider a positive rating action if Metro succeeded in turning 
around its currently negative business trends and improved its key financial 
metrics to above 25% FFO to debt and 3.0x debt to EBITDA. We consider such an 
outcome unlikely over the next 12 months.

Related Criteria And Research
     -- Principles Of Credit Ratings, Feb. 16, 2011
     -- Use Of CreditWatch And Outlooks, Sept. 14,2009
     -- Methodology And Assumptions: Liquidity Descriptors For Global 
Corporate Issuers, Sept. 28, 2011

Ratings List
Ratings Affirmed

Metro AG
 Corporate Credit Rating                BBB-/Stable/A-3    
 Senior Unsecured                       BBB-               
 Commercial Paper                       A-3                

Metro Euro-Finance B.V.
 Commercial Paper*                      A-3                

Metro Finance B.V.
 Senior Unsecured*                      BBB-               

Metro International Finance B.V.
 Senior Unsecured*                      BBB-      

*Guaranteed by Metro AG         

Complete ratings information is available to subscribers of RatingsDirect on 
the Global Credit Portal at All ratings affected 
by this rating action can be found on Standard & Poor's public Web site at Use the Ratings search box located in the left 

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