TEXT - Fitch affirms KLA-Tencor Corp 'BBB' issuer default rating

Thu Feb 7, 2013 1:04pm EST

Feb 7 - Fitch Ratings has affirmed the ratings for KLA-Tencor Corp.
(KLA-Tencor) (Nasdaq: KLAC). Fitch's actions affect approximately $750
million of total debt. The Rating Outlook is Stable.

The rating and Outlook reflect Fitch's expectations for solid operating results 
within the context of a challenging operating environment through over at least 
the near term. Fitch expects high single to low double digit negative revenue 
growth for calendar 2013. This is line with 2013 semiconductor capital spending,
which is projected to be down 10% for the year. 

Demand should remain weak through the first half of calendar 2013. However, 
KLA-Tencor exited the recent quarter with strong order growth and a 1.13x 
book-to-bill ratio (new orders to revenues), pointing to recovery beginning in 
the back half of this calendar year.

Foundries and logic providers continue investing in process control solutions to
enable leading edge production for innovative new consumer mobility products, 
which are fueling semiconductor growth at present. Spending for memory makers 
also is expected to pick up in the second half of calendar 2013, driven by 
expectations for improved supply dynamics.

Fitch expects annual free cash flow (FCF) of roughly $500 million through the 
intermediate-term, driven by the company's solid gross margins (55% to 60%). FCF
expectations incorporate steadily increasing dividends and share repurchases. 
Similar to historical patterns, the company would curtail share repurchases in a
severe downturn. 

Credit protection measures should remain solid for the rating with a total 
leverage (total debt/operating EBITDA) and interest coverage (operating EBITDA 
to gross interest expense) below 2x and above 10x, respectively. The ratings 
incorporate headroom for modest incremental debt. Through the cycle, metrics 
should range from 0.5x - 3x for leverage and 5x - 20x for coverage. 

The ratings on KLA-Tencor continue to be supported by: 

--The company's technology leadership resulting in strong market share positions
in the process control market for semiconductors and a growing mix of less 
volatile services revenues. 

--Fitch's expectation that the company will maintain conservative financial 
policies; and

--Secular long-term growth trends, including increased technological complexity 
and shortened life cycles for semiconductor products (Moore's Law) and increased
outsourcing to foundry partners.

Sensitivity/Rating Drivers

Fitch's ratings concerns focus on: 

--KLA-Tencor's need for substantial ongoing investments in R&D and sales and 
marketing, each of which Fitch believes will continue to represent 10% - 20% of 
revenues (although capital spending for semiconductor equipment makers is 
comparatively low) to maintain technology and market leadership; 

--Substantial customer concentration with expectations for ongoing customer 
consolidation; and 

--The highly cyclical demand patterns associated with the semiconductor 
equipment market.

Positive ratings actions are unlikely in the absence of:

--A commitment to maintain higher cash balances or a back-up source of 
liquidity;

--Stronger mid-cycle annual free cash flow approaching $750 million, likely 
driven by profitability growth. 

Negative rating actions could occur if KLA-Tencor's: 

--Low mid-cycle FCF from structural degradation of gross profit margins or 
working capital efficiency, pointing to a potential loss in technology 
leadership; or

--Meaningfully reduced liquidity from ongoing share repurchases and dividends 
well in excess of annual FCF.

As of Dec. 31, 2012 Fitch believes KLA-Tencor's liquidity was solid although 
limited to the company's approximately $2.6 billion of cash, cash equivalents, 
and marketable securities (the majority of which was located in the U.S.). The 
company currently has no bank credit facility. Total debt consists solely of 
$750 million of 6.9% of senior notes due 2018.

Fitch affirms KLA-Tencor as follows: 

--Issuer Default Rating (IDR) at 'BBB'; 
--Senior Unsecured Debt at 'BBB'.