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Fitch Rates Microsoft's $10.75B Senior Notes Offering 'AA+'
February 9, 2015 / 11:07 PM / 3 years ago

Fitch Rates Microsoft's $10.75B Senior Notes Offering 'AA+'

(The following statement was released by the rating agency) CHICAGO, February 09 (Fitch) Fitch Ratings has assigned an 'AA+' rating to Microsoft Corporation's (Microsoft) $10.75 billion senior notes offering. Pro forma for the senior notes issuance, Fitch's ratings affect $35.3 billion of total debt. A full list of current ratings follows at the end of this release. Microsoft announced it will issue $10.75 billion of senior notes with various maturities to be used for general corporate purposes. Fitch expects Microsoft will use net proceeds mainly for stock buybacks, given the company's plan to complete the $31.1 billion remaining under the current $40 billion share repurchase authorization by Dec. 31, 2016. Microsoft has $90.2 billion in cash and short-term investments but only $8.1 billion of cash and short-term investments were held in the U.S. as of Dec. 31, 2014. In Fitch's opinion the ratings have limited tolerance to accommodate material incremental debt and leverage to fund domestic cash requirements including aggressive share repurchases. KEY RATING DRIVERS The ratings and Outlook are supported by: --Fitch's expectations that Microsoft Windows will remain the primary operating system (OS) for servers and PCs, despite lackluster adoption of Windows 8 and 8.1 for PCs, supporting significant annual free cash flow (FCF). --Microsoft's recurring revenue base related to long-term commercial licensing agreements, which represents more than half of total revenues. --Fitch's expectations that increasing adoption of enterprise cloud services will further diversify Microsoft's revenue base and increase profitability, reducing the company's exposure to the less defensible and profitable consumer PC market. Ratings concerns center on Fitch's expectations that: --Microsoft will continue relying on the PC market for the vast majority of FCF, although Fitch expects faster growing cloud services could reduce this risk over the longer term. --Competing free or lower cost operating systems may continue reducing Microsoft's share, primarily in consumer and education markets. Microsoft competes with Google in the tablet and smartphone markets (Android - roughly 80%) and in the notebook PC market (Chrome). --Success in smartphone and tablet markets could remain modest (below 5% share), despite significant investments and resource allocation. --Lackluster consumer PC demand, with the exception of Office 365 (SaaS), will remain pressured by extended PC replacement cycles due to tablet and smartphone substitution for traditional PCs. --Significant dividend and share repurchase programs are likely to continue pressuring the company to issue debt to avoid repatriation of foreign earnings. KEY ASSUMPTIONS Fitch's key assumptions within the rating case for the issuer include: --$31 billion of share buybacks by the end of December 2016. --Domestic cash needs may require additional debt but the rating case assumes total debt-to-EBITDAR will remain below 1.5x. --Microsoft does not repatriate overseas cash to the United States. --Annual FCF of roughly $15 billion. --Capital spending will remain elevated to support cloud infrastructure development. --Dividends between $9.5 billion and $12 billion over the ratings horizon. RATING SENSITIVITIES Negative: Future developments that may, individually or collectively, lead to negative rating action include: --Fitch's expectations that total debt adjusted for rental expense to operating EBITDAR sustained near 1.5x, most likely from significant debt issuance to support shareholder returns. --Material profit margin erosion related competitive pressures, including strong commercial adoption of the public cloud and/or open-sourced software materially reduces demand for key Microsoft products; penetration of alternative operating systems in the PC market or market share gains by Apple; or greater acceptance of cheaper software applications that compete with Microsoft Office. Positive rating actions are unlikely in the absence of material diversification, driven by solid organic growth in non-PC businesses. As of Dec. 31, 2014, Fitch believes liquidity is very strong and supported by: --$90.2 billion of cash and short-term investments, of which $8.1 billion was in the U.S.; --An undrawn $5 billion revolving credit facility (RCF) expiring Nov. 14, 2018 and an undrawn $5 billion RCF expiring Nov. 4, 2015, both of which backstop the company's commercial paper (CP) program. --Fitch's expectation for $15 billion of annual FCF also supports liquidity. Total debt was $28.3 billion at Dec. 31, 2014 and consisted of various tranches of senior notes with staggered debt maturities and $8.3 billion of CP borrowings. Microsoft's nearest debt maturity, aside from CP borrowings, is $1.8 billion of senior notes due Sept. 25, 2015. Fitch currently rates Microsoft as follows: --Long-Term IDR at 'AA+'; --Senior unsecured debt at 'AA+'; --RCF at 'AA+'; --Short-Term IDR at 'F1+'; --CP program at 'F1+'. Contact: Primary Analyst Jason Pompeii Senior Director +1-312-368-3210 Fitch Ratings, Inc. 70 West Madison St. Chicago, IL 60602 Secondary Analyst David Peterson Managing Director +1-312-368-3177 Committee Chairperson Michael Weaver Managing Director +1-312-368-3156 Media Relations: Alyssa Castelli, New York, Tel: +1 (212) 908 0540, Email:; Elizabeth Fogerty, New York, Tel: +1 (212) 908 0526, Email: Additional information is available at ''. Applicable Criteria and Related Research: --'Corporate Rating Methodology' (May 28, 2014). Applicable Criteria and Related Research: Corporate Rating Methodology - Including Short-Term Ratings and Parent and Subsidiary Linkage here Additional Disclosure Solicitation Status here ALL FITCH CREDIT RATINGS ARE SUBJECT TO CERTAIN LIMITATIONS AND DISCLAIMERS. PLEASE READ THESE LIMITATIONS AND DISCLAIMERS BY FOLLOWING THIS LINK: here. IN ADDITION, RATING DEFINITIONS AND THE TERMS OF USE OF SUCH RATINGS ARE AVAILABLE ON THE AGENCY'S PUBLIC WEBSITE 'WWW.FITCHRATINGS.COM'. PUBLISHED RATINGS, CRITERIA AND METHODOLOGIES ARE AVAILABLE FROM THIS SITE AT ALL TIMES. FITCH'S CODE OF CONDUCT, CONFIDENTIALITY, CONFLICTS OF INTEREST, AFFILIATE FIREWALL, COMPLIANCE AND OTHER RELEVANT POLICIES AND PROCEDURES ARE ALSO AVAILABLE FROM THE 'CODE OF CONDUCT' SECTION OF THIS SITE. FITCH MAY HAVE PROVIDED ANOTHER PERMISSIBLE SERVICE TO THE RATED ENTITY OR ITS RELATED THIRD PARTIES. DETAILS OF THIS SERVICE FOR RATINGS FOR WHICH THE LEAD ANALYST IS BASED IN AN EU-REGISTERED ENTITY CAN BE FOUND ON THE ENTITY SUMMARY PAGE FOR THIS ISSUER ON THE FITCH WEBSITE.

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