TEXT - S&P raises Google corporate credit rating to 'AA'

Mon Nov 19, 2012 2:55pm EST

Overview
     -- Google Inc.'s revenues have risen 45% (including acquisitions)
in the quarter ended Sept. 30, 2012, with net income of $2.2 billion, and the
company ended the quarter with about $46 billion of cash and securities.
     -- We raised the corporate credit rating to `AA' from `AA-' and removed 
the ratings from CreditWatch, where they were placed on Aug. 21, 2012. The 
outlook is stable.
     -- At the same time, we affirmed our 'A-1+' short-term rating on the 
company.
     -- The stable outlook reflects our expectation that the company will 
sustain its leadership position in online search, display, and advertising and 
will generate profitable growth in emerging market places.

Rating Action
On Nov. 19, 2012, Standard & Poor's Ratings Services raised its  corporate 
credit rating on Mountain View, Calif.-based Google Inc. to `AA' from `AA-'. 
We removed the ratings from CreditWatch, where they were placed with positive 
implications on Aug. 21, 2012. At the same time, we affirmed our 'A-1+' 
short-term rating on the company. The outlook is stable.

Rationale
The upgrade reflects Google's strong operating performance, albeit in a 
challenging and evolving market, while it continues to maintain exceptional 
liquidity, a conservative financial policy, and a minimal financial risk 
profile.

The ratings on search-based advertising service provider Google Inc. reflect 
its "minimal" financial risk profile, its "strong" business risk profile, and 
Standard & Poor's Ratings Services' belief that the company will maintain the 
technical, managerial, and financial wherewithal to adapt to evolving markets 
and modes of delivery. Operating lease-adjusted debt to EBITDA is below 0.5x.
 
For the nine months ended Sept. 30, 2012, revenues approached $37 billion, up 
36%. Google has solidified its position as the leading Internet search engine 
(with a global market share of about 60%) and is actively exploring other 
revenue opportunities in mobile, display, video, and hosted solutions. 
Standard & Poor's expects that the search, mobile advertising, and display 
(including video) businesses will continue to demonstrate healthy growth over 
the long term, as consumers spend more time online and marketers increasingly 
shift advertising budgets toward online channels. In addition, Google's 
revenues are not concentrated in specific geographies, customers, or vertical 
markets. EBITDA margins are high and relatively stable--in the 40% area--due 
to its limited fixed-cost structure. 

We see key risks facing Google to be the evolving nature of its markets, 
competitive challenges from new entrants and well-established firms, and 
revenues that could be increasingly correlated to economic cycles as Internet 
advertising matures. However, we believe that the company's robust technology 
and data create a competitive advantage difficult to replicate in the 
intermediate term. While total ad spending follows the business cycle, we 
expect secular growth in Google's markets to offset cyclical effects, 
especially if its efforts in high-growth areas, such as mobile advertising,  
continues to be successful.

Google's competitive advantage includes: 
     -- Leading technology and a low infrastructure cost structure; 
     -- Intellectual and financial capital, which we believe will allow it to 
effectively compete with potential new entrants; and 
     -- The ability to capitalize on its search advertising revenues and 
engineering expertise to explore new businesses and opportunities.

We expect research and development (R&D) expense to remain in the 9% to 10% 
area and capital expenditures to stay below 5% (the majority related to IT 
infrastructure investments). We also expect potential acquisitions to be of 
moderate size, intended to expand current capabilities. Recent acquisitions 
include YouTube, which provided a foothold in the fast-growing online video 
advertising market; DoubleClick Inc., which further expanded the company's 
online advertising business beyond paid search to display advertising; and 
AdMob, which expanded its mobile advertising capability. 

The acquisition of Motorola Mobility Holdings Inc. (MMI) in a cash-based 
transaction valued at $12.5 billion provided Google access to Motorola's base 
of more than 17,000 issued patents, including those related to wireless 
technology, which could enhance its mobile capabilities. Despite entering the 
handset business directly, Google indicated that it would run MMI as a 
separate business and maintain the openness of the Android operating system. 
While MMI is currently modestly unprofitable, it does not materially alter our 
view of Google's strong business risk profile. Over time, the transaction 
could enhance the Android user experience, and MMI's profitability could 
improve as a result of cost reduction initiatives and potential growth in 
smartphone handset volumes.

Robust cash generation gives Google the flexibility to make large acquisitions 
or pursue shareholder-friendly initiatives--if it chooses--without detracting 
from overall credit quality. Return on capital has averaged more than 25% over 
the past five years. We expect free operating cash flow ($10.7 billion 
generated in 2011) to benefit from the existing investments related to 
Google's data center build-out.

In our assessment, the company's management and governance is "strong," 
reflecting our view of its strategic positioning and organizational 
effectiveness. Google's financial policy is conservative, including the 
maintenance of a very significant net cash position and ample debt capacity. 
We expect the company to size and finance any share repurchases, dividends, 
and acquisitions in a manner consistent with our expectations, such that debt 
to EBITDA remains at or less than 0.75x. Operating lease-adjusted leverage of 
0.4x in September 2012 provides substantial debt capacity within the rating. 
While litigation and regulation is an ongoing concern, we believe the company 
has ample liquidity to mitigate such risks.

Liquidity
The short-term rating on Google is 'A-1+'. The following factors support 
Google's "exceptional" liquidity and significant access to capital:
     -- Sources of cash are likely to substantially exceed uses over the next 
24 month, with cash and marketable securities totaling about $46 billion as of 
Sept. 30, 2012; 
     -- Discretionary free cash flow has averaged $8.8 billion per year over 
the past three years; 
     -- A committed $3 billion unsecured revolving credit facility, maturing 
in June 2013; and 
     -- We expect Google to maintain significant net cash balances.

Outlook
The stable outlook reflects our expectation that the company will sustain its 
leadership position in online search, display, and advertising and will 
generate profitable growth in emerging markets. Moreover, we expect Google to 
maintain modest minimal leverage (below 0.75x), coupled with a conservative 
strategy of largely organic growth. We could raise ratings over the 
intermediate term if the company continues its strong operating performance 
and successful diversification strategy, while maintaining its current 
financial policy and profile. A change to a more aggressive financial policy 
such that it sustains leverage in the 1x area, or significant loss of market 
share due to increased competition from established or emerging competitors 
could trigger a possible downgrade.

Related Criteria And Research
     -- Business Risk/Financial Risk Matrix Expanded, Sept. 18, 2012
     -- Liquidity Descriptors For Global Corporate Issuers, Sept. 28, 2011
     -- Use Of CreditWatch And Outlooks, Sept. 14, 2009
     -- Criteria Guidelines For Recovery Ratings, Aug. 10, 2009
     -- 2008 Corporate Criteria: Analytical Methodology, April 15, 2008
     -- 2008 Corporate Criteria: Rating Each Issue, April 15, 2008
     -- 2008 Corporate Criteria: Ratios And Adjustments, April 15, 2008

Temporary contact number: Philip Schrank (516-503-1164)

Ratings List


Upgraded; CreditWatch/Outlook Action; Ratings Affirmed
                                        To                 From
Google Inc.
 Corporate Credit Rating                AA/Stable/A-1+     AA-/Watch Pos/A-1+
 Commercial Paper                       A-1+               A-1+
 Senior Unsecured                       AA                 AA-/Watch Pos
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