TEXT-S&P revises Nuance notes recovery rating to '4' from '3'

Aug 9 - Standard & Poor's Ratings Services said today that it will revise
its recovery rating on Nuance Communications Inc.'s senior unsecured
notes to '4' from '3' following the company's announcement that it has upsized
its proposed senior unsecured notes due 2020 to $700 million from $600 million.
The issue-level rating will remain at 'BB-'.

The 'BB+' rating on the company's first-lien credit facilities and the '1'
recovery rating on that debt will remain unchanged, reflecting our expectation
for very high (90%-100%) recovery in the event of a payment default.

Our 'BB-' corporate credit rating and stable outlook on Nuance Communications
remain unchanged. Standard & Poor's continues to view Nuance Communications'
financial risk profile as "significant," highlighted by its acquisitions
growth strategy. Pro forma for the upsized $700 million senior unsecured note
issuance, operating lease-adjusted total debt to EBITDA is likely to be about
4.9x at close, high for a significant financial risk profile and primarily a
result of deferred revenue recognition from recent acquisitions not allowed
according to GAAP. We expect leverage to decline to below 4x over the next
year, as deferred revenue from recent acquisitions is recognized, and as
Nuance Communications generates revenue and EBITDA growth organically and
through contributions from potential future acquisitions.

Nuance Communications is a provider of voice and language solutions for
businesses and consumers globally. (For the complete corporate credit rating
rationale, see the research update on Nuance Communications, published Aug. 7,
2012, on RatingsDirect.)

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RATINGS LIST

Nuance Communications Inc.
Corporate Credit Rating BB-/Stable/--

Ratings Unchanged; Recovery Rating Revised

Nuance Communications Inc.
To From
Senior Unsecured BB- BB-
Recovery Rating 4 3

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