MORGAN STANLEY RESEARCH December 4, 2013 NORTH AMERICA Big Debates: 2014 Key Investor Debates Likely to Drive Stocks in the Upcoming Year Even with the S&P 500 close to all-time highs, our North America Strategy team still sees 12% upside to the index at year-end 2014. Further, using what it’s called "potentially a contrarian bull thought process," the team believes that the possibility of a steeper yield curve, a view that the Fed can distinguish between tapering and tightening, and the lack of a credible bear case in earnings could drive additional upside. In that context, we think 2014 will be another good year to find double-digit absolute return opportunities. Yet some of the underpinnings of our strategists’ thesis are not universally accepted — debate swirls over how the Yellen Fed will manage policy; whether “Abenomics” can rekindle Japan’s economy; China’s prospects for transitioning to reform-driven growth; and whether Europe is truly past its sovereign and banking crises. 2 Asset Managers .................................................................................... Will Alternative Asset Manager Multiples Re-Rate? 4 Autos & Autos-Related ........................................................................ Storm Clouds Gathering? Bank of America 6 Will Expense Saves Fall to the Bottom Line? 8 Cable / Satellite ..................................................................................... Will 2014 Be the Year for Transformative Consolidation? 10 Canadian Pacific Railway .................................................................... Can We Stay Bullish After This Run? ‘Yes, We Can!’ 12 Chemicals .............................................................................................. Will Ethane Feedstock Costs for Petrochemicals Fall in 2014? 14 Consol Energy ...................................................................................... Will Consol Re-Rate to Reflect Its ‘Sum-of-the-Parts’ Value? 16 Education .............................................................................................. Is Demand for Higher Education Inelastic? 18 Food ....................................................................................................... With those ideas in mind, we publish our annual edition of Big Debates. In this report, we highlight key debates that we think will drive the performance of industries and stocks in 2014. We asked our analysts to look at the industry- and companyspecific investor debates that are likely to drive stocks in the upcoming year. We looked for debates that are likely to matter, that are likely to be settled (or significantly advanced) in the coming year, and for which we have a view that differs sharply from the current market view. Our job as securities analysts starts with conversations with leading investors. We look to identify which debates matter today, and more important, which will matter tomorrow. Through these conversations, along with an increasing array of analytics, we also get a read for “what’s in the price” — the expectations that may warrant the current price. Will US Food Manufacturers See a Deflationary Benefit in 2014? 20 Gaming & Lodging ............................................................................... Does Online Gaming Represent a Meaningful Growth Opportunity? 22 Healthcare Services / P&C Insurance / Managed Care .................... Will Private Exchanges Take Over? Winners & Losers 26 IT Hardware and Services.................................................................... How Does Cloud Computing Affect Hardware and Services Companies? 28 Machinery .............................................................................................. Will the US Non-Residential Construction Market (Finally) Recover in 2014? 30 Multi-Industry ........................................................................................ How Much Operating Leverage Is Left This Cycle? 32 Real Estate Investment Trusts ............................................................ Single-Family Rentals: Is Buy-to-Rent on an Institutional Scale a Sustainable Business or a Trade? 34 Semiconductors ................................................................................... Will There Be Consolidation in the Wireless Baseband Market? 36 Software................................................................................................. As always, we look forward to your feedback. Convergence to a Digital Marketing Suite in 2014? 38 Telecom Services ................................................................................. Could FCF Pressures Drive Multiple Compression in 2014? Steve Penwell Director of North America Research 40 United Continental Holdings ............................................................... We’re Bullish on the Cycle and the Turnaround Morgan Stanley does and seeks to do business with companies covered in Morgan Stanley Research. As a result, investors should be aware that the firm may have a conflict of interest that could affect the objectivity of Morgan Stanley Research. Investors should consider Morgan Stanley Research as only a single factor in making their investment decision. For analyst certification and other important disclosures, refer to the Disclosure Section, located at the end of this report. += Analysts employed by non-U.S. affiliates are not registered with FINRA, may not be associated persons of the member and may not be subject to NASD/NYSE restrictions on communications with a subject company, public appearances and trading securities held by a research analyst account. MORGAN STANLEY RESEARCH 2014: The Big Debates December 4, 2013 Asset Managers Will Alternative Asset Manager Multiples Re-Rate? Morgan Stanley & Co. LLC Matthew Kelley Matthew.Kelley@morganstanley.com Our View Market View We believe alternative asset managers could continue to outperform and multiples could begin to re-rate in 2014. While the stocks are up an average 51% YTD, we estimate that relative P/E multiples (vs. S&P 500 and traditional asset managers) are roughly flat. We think the multiples could rerate in 2014 based on our expectation of a strong backdrop, for three reasons: (1) robust equity market returns; (2) an open exit window; and (3) strong secular fundraising tailwinds. We view Blackstone (BX, $28.58) as best-positioned given the potential for increased realizations (first in real estate, then in private equity) driving a higher distribution, and strong fundraising growth across its global, diversified platform. Alternative asset manager stocks are up 51% on average YTD, and investors are asking if it’s time to sell the space. As the best-performing stocks YTD have been somewhat momentum plays on which firm could experience the biggest increase in distributions, some investors think that exits may have peaked and others are trying to buy the laggards with potential distribution inflections. However, we note that alternative asset managers are still trading at just ~10x 2014 ENI (vs. traditional asset managers at ~16x), which we view as the best indicator of earnings power for the stocks. We see an attractive 19% total return, including 7% yield, for the group. Constructive on Alternative Asset Managers into 2014, Potential for Re-Rating Alternatives Outperforming YTD, but Relative P/E Multiples Are Flattish 100% MSe @ 1/4/13 Current MSe 80% 60% 40% Alts only start to outperform S&P 500 on 12/18/12 20% Alternative AM Mean Price / ENI Price / ENI 2013e 2014e 8.9x 10.2x Traditional AM 13.9x 15.8x S&P 500 13.5x 15.3x Relative to Traditionals 64.3% 64.3% Relative to S&P 500 66.0% 66.4% 0% 2/ 1/ 3/ 20 3/ 12 3/ 201 3/ 2 2 4/ 01 3/ 2 5/ 201 3/ 2 2 6/ 01 3/ 2 7/ 201 3/ 2 2 8/ 01 3/ 2 2 9/ 01 3/ 2 10 20 /3 12 11 /20 /3 12 12 /20 /3 12 /2 1/ 01 3/ 2 2 2/ 01 3/ 3 3/ 201 3/ 3 2 4/ 01 3/ 3 5/ 201 3/ 3 2 6/ 01 3/ 3 7/ 201 3/ 3 2 8/ 01 3/ 3 2 9/ 01 3 3 10 /20 /3 13 11 /20 /3 13 /2 01 3 -20% Avg Alternative AMs S&P 500 Avg Traditional AMs S&P 500 Financials Sector Traditional AMs include AB, BEN, BLK, FII, IVZ, JNS, LM, TROW, WDR. Alternative AMs include: APO, BX, CG, KKR, and OAK. OAK estimates reflect ANI. APO not included in RHS exhibit in 1/4/13 Price / ENI 2013e as company was not covered at the time. Source: Thomson Reuters, Morgan Stanley Research estimates. Data through 11/25/13. Three Potential Catalysts for Multiples Re-Rating Strong Equity Markets Strong equity markets typically lead to high realization levels, so investors assign higher value to future carry. Distributions Remain Elevated PE exits and distributions are elevated vs. history. The realization backdrop remains strong, with significant fair value remaining from pre-2008 available to harvest. Strong Secular Fundraising Tailwinds We forecast $84B of avg. annual fundraising for alts under coverage from 2013-17 (vs. $66B from 2010-‘13) and see growth in pensions, SWFs, and HNW/retail. Catalyst 1: Investors Place Higher Value on Future Carry in Strong Equity Markets As discussed in our November 7, 2011 initiation report (Initiating on BX & KKR: Carry Creation and Structural Growth Not Fully Appreciated), the market-implied value of future carry rises as equity markets rise. For example, the market placed an ~$8/share higher value on Blackstone’s future carry from 2Q12 – 3Q13, while the S&P 500 was up 23% during that time period (see chart below). With the S&P 500 up ~26% YTD, we believe the backdrop for valuation of future carry – and therefore potential additional multiple expansion – remains favorable. 2 MORGAN STANLEY RESEARCH 2014: The Big Debates December 4, 2013 Exhibit 1 Future Carry: Market Places Higher Value on Carry When Equity Markets Are Strong BX Valuation vs S&P 500 Market implied value of carry has increased by ~$8 since 2Q12 $30 $25 $6.28 $20 $15 $5.12 $3.22 $3.27 $3.47 fundraising tailwinds for the industry, although the next legs of growth are likely to be increasingly focused on high net worth and retail. 1,800 Exhibit 3 1,700 Allocation Increases: Major Investor Buckets That Have Increased Allocations to PE 1,600 1,500 $0.95 0% 1,400 $10 1,300 $5 1,200 $0 ($1.80) ($1.90) ($0.14) ($1.21) ($1.10) 1,100 Net Fee-Related Earnings Accrued Carry S&P 500 (Right Axis) 3Q13 2Q13 1Q13 4Q12 3Q12 2Q12 1Q12 4Q11 3Q11 2Q11 1,000 1Q11 ($5) 5% 10% 15% 20% 25% 30% 2.6% 2.6% Insurance Companies Private Sector Pension Funds 4.3% 5.6% 2009 2013 5.0% 6.3% Public Pension Funds Investments + Cash Implied Value of Future Carry 8.8% Foundations 11.7% Source: Company Data, Thomson Reuters, Morgan Stanley Research estimates 8.3% Endowments 12.9% Catalyst 2: Distributions Poised to Remain Elevated We expect realizations – and unitholder distributions – to remain at elevated levels in 2014-15, assuming continued strength in equity markets, especially given the significant amount of fair market value remaining from pre-2008 funds. In our November 13, 2013 industry report (Still Constructive on Alternatives, KKR to Overweight) we illustrated that YTD aggregate distributions per unit for BX, KKR, and APO are up a combined 167% vs. 2012, and that there has been a strong (albeit short) relationship between exit activity and the stock price performance of BX and KKR (KKR, $23.73). Exhibit 2 Net Realized Carry: We Expect It to Grow in 2014-15 17.9% Family Offices 24.5% Source: 2013 Preqin Investor Network Global Alternatives Report via Carlyle Investor Day 2013 Presentation, Morgan Stanley Research BX: Best Way to Play Re-Rating We view BX as the best way to play a potential re-rating of the group given its global, diversified fundraising platforms and our expectations for distributions to pick up meaningfully in 2014 as Real Estate and PE exits increase. We also expect 10.5% CAGR in fee-paying AuM from 2013-17, which would be best in the peer group, to lift the floor value of the stock if markets pull back (when investors pay less for future carry). ($bn) $6.0 Exhibit 4 $5.0 We Favor BX: Most Diversified Fundraising Platform with Strongest Fee-Paying AuM CAGR In 2013-17e OAK KKR CG BX APO $4.0 $3.0 $2.0 Fee-Paying AUM CAGR Blackstone Group 10.5% 10.0% KKR & Co. $1.0 $- Oaktree Capital 2011 2012 2013e 2014e 7.9% 2015e Source: Company data, Morgan Stanley Research estimates Carlyle Group 5.1% Catalyst 3: Strong Secular Fundraising Tailwinds As discussed in our 10/8/13 Morgan Stanley Blue Paper, Global Asset Managers: Great Rotation? Probably Not, we expect outsized organic growth for alternative asset managers relative to the broader asset management industry. PE industry fundraising has picked up in 2013, with pro forma levels on track to reach the highest total since 2008. We continue to view pension funds and sovereign wealth funds as the largest Apollo Global 3.4% 0% 2% 4% 6% 8% 10% 12% Source: Morgan Stanley Research estimates 3 MORGAN STANLEY RESEARCH 2014: The Big Debates December 4, 2013 Autos & Auto Related Storm Clouds Gathering? Morgan Stanley & Co. LLC Adam Jonas Adam.Jonas@morganstanley.com Ravi Shanker Ravi.Shanker@morganstanley.com Our View Market View The auto industry is clearly in better shape than it was in 2006, but it might not be quite as good as you think it is. We are observing a growing number of cracks in the surface of industry pricing discipline, highlighted by the 3 Cs: Credit, Currency, and Capacity. The North America industry is adding back more than 100% of the capacity it cut in the downturn. Along with rising credit losses, sub-prime back to pre-recession levels, auto loan term length higher than ever, booming lease volumes, normalizing used car prices, and weaker yen could make 2014 a difficult year. Thus, we prefer shares of suppliers with secular drivers plus outsized exposure to improvement in Europe — BorgWarner, Delphi, and TRW. There is still enough room for US SAAR to grow through pent-up demand met by the capacity increase, with pricing staying strong. The market also expects used prices to remain resilient in the face of increasing supply of off-lease vehicles. Further, the market believes that a high degree of Japanese car production transplanted to the US substantially mitigates the impact of the weaker yen to merely a translation of profits rather than a transaction impact. The 3 Cs: Credit, Currency, and Capacity Exhibit 1 Exhibit 2 Average Auto Loan-to-Value Subprime Sales as % of Total New Auto Loan-To-Value 18% 96% 8.0% 16% 94% 6.0% 14% 6% Source: Edmunds, Morgan Stanley Research Credit Subprime auto credit has returned to pre-crisis levels. Consumers with sub-prime credit (defined by CNW as a FICO score below 620) account for ~13% of auto sales in the US market. This marks a full return to the pre-crisis highs seen in 2006, and a sharp increase from the lows of 2% in late 2008 and 4% in early 2009. Loan-to-value is back to normal levels. In our opinion, the most important measure of auto credit availability is auto loanto-value (LTV). Auto loan-to-value in the US currently stands at 91%, in line with the long-term average. Auto LTV peaked at nearly 96% in mid-2006 and troughed at 86% in late 2009. We’re not saying auto LTV is at peak levels. But we believe Jun-13 Oct-13 Feb-13 Jun-12 Oct-12 Feb-12 Jun-11 Oct-11 Feb-11 Jun-10 Oct-10 Feb-10 Jun-09 Oct-09 Oct-06 Oct-13 Oct-12 Apr-13 Oct-11 Apr-12 Oct-10 Apr-11 Oct-09 Apr-10 Oct-08 Apr-09 Oct-07 Apr-08 Oct-06 0% Apr-07 (6.0%) Oct-05 2% 84% Apr-06 (4.0%) Feb-09 4% 86% Jun-08 (2.0%) 8% Oct-08 0.0% 88% 10% Feb-08 90% 12% Jun-07 2.0% Oct-07 92% Feb-07 4.0% Y/Y % Change Loan-to-Value (%) Y/Y % Change Source: CNW, Morgan Stanley Research much of the “dry powder” on this metric has already been exhausted, so to keep things rolling, the industry likely must move into the “damp powder.” That’s usually what it’s done. Average auto loan term has set new record highs almost every month recently. A little over a decade ago, the average term of an auto loan was under 60 months. Today it’s approaching 67 months. Low interest rates have contributed to pushing up higher and higher levels of content and pricing for new cars. To offset the inflation of the monthly payment, lenders have extended auto loan terms further and further. Credit quality is declining from record strong levels. Auto credit quality is still performing very well by any historic and absolute measure we monitor. Looking ahead, we’re watch- 4 MORGAN STANLEY RESEARCH 2014: The Big Debates December 4, 2013 ing out for the impact that rising interest rates and falling used car prices will have on repos and loss experience. We fear this story has a lot of room to get worse. uct untouched? Certainly not. Our global team expects them to invest every bit into improving the value proposition of their vehicles with a positive market share impact. Used vehicle prices look too high. Manheim used prices typically follow a 15-20% peak-to-trough decline in a normal cycle. Given the extraordinary run in prices for newer vintage vehicles (including a 40% trough-to-peak rebound in the Manheim mix and mileage adjusted off-rental index) an argument could be made for an even more severe downward correction in used prices this time around. Exhibit 3 84% Total Mitsubishi Total Honda Total Japanese OEMS Total Toyota Total Subaru Total Nissan 22% 44% 48% 52% 65% 85% Total Mazda While off-lease volume has been improving since the start of 2013, it’s been from extremely low levels. Leasing is currently running at more than 25% of new car volume, suggesting future off-lease volume should rebound to around 4 million units annually, more than 3x the size of the off-rental used market. While US SAAR may have a further 10% or so to run before its next peak, off-lease volume can double. MS Estimate of Content from Japan in Cars Sold in US (2012) Source: CNW, Morgan Stanley Research Currency 25% weakness of the Japanese yen. There’s a view in the market that a high degree of Japanese car production transplanted to the US substantially mitigates the impact of the weaker yen to merely a translation of profits rather than a transaction impact. Our analysis suggests this is simply not true. How else can one explain the $40 billion of pretax headwinds from FX experienced by the Japanese 11 OEMs from 2008 to 2012? Japan’s Prime Minister, Shinzo Abe, might go down as the greatest car salesman in Japanese history, via his namesake “Abenomics” policies, which include a weaker yen. We don’t think the Japanese OEMs will start a price war, but rather a product offensive. Despite 80% of sales transplanted to North America, the yen’s move is worth more than $2000 per unit for the J3 and perhaps $4000/unit or more for players like Mazda, Mitsubishi, and Fuji Heavy, according to work by Morgan Stanley’s global Autos research team. We believe 200bps of Japanese share gain in the US with 100bps of price pressure is a reasonable scenario through 2015, with 15-20% of Ford’s and GM’s EPS at risk. Our global Autos team looks for the Japanese OEMs to use the model year change-over to adjust option packages at favorable prices, leading to more profound product enhancements from mid-2014 onward. In effect, the Japanese OEMs have been handed (on average) a $3,000 check per unit through the currency move to use to enhance their product. That’s far more than 1,000 bps of operating profit margin swing on average. Do we think the Japanese players will hoard the margins and leave the prod- Capacity The industry is adding back more than 100% of what it took out. The North American auto industry is undergoing the fastest expansion of manned capacity since 1950. While much of this is required to satisfy US demand that we expect to recover to more than 17 million units, we believe the new capacity could erode price discipline. For the first time since the downturn, the industry's ability to produce vehicles is now growing faster than demand. Exhibit 4 NA Incremental Capacity Additions by Year: 2011-2015 2011 2012 2013 2014 2015 3.5 0.4 0.9 1.1 0.9 0.2 Source: Company data, Morgan Stanley Research 2014–15 figures are Morgan Stanley estimates As much as new capacity is required to liberate pent-up demand, it is also an enemy of pricing. A 1% cut in US pricing translates to a 10-15% cut in NA profits, all else equal. Stocks mentioned: BorgWarner (BWA, $107.12), Delphi (DLPH, $58.55), Ford (F, $17.08), General Motors (GM, $38.73), and TRW (TRW, $77.60). 5 MORGAN STANLEY RESEARCH 2014: The Big Debates December 4, 2013 Bank of America Will Expense Saves Fall to the Bottom Line? Morgan Stanley & Co. LLC Betsy Graseck, CFA Betsy.Graseck@morganstanley.com Our View Market View We expect $14 billion in expense saves by 2015 (vs 2013) with the decline in litigation costs and legacy asset servicing (LAS) costs all falling to the bottom line. We’re not looking for net core expense growth, as BAC can cover with efficiencies from $2 billion remaining in cost saves in their “New BAC” program. As headline expenses decline meaningfully, we expect an acceleration in earnings growth to outperform consensus estimates. Further, BAC has incremental efficiency opportunities through branch and footprint rationalization. If needed, BAC could also lower current levels of significant reinvestments into businesses, although we do not bake this in. The Street appears less optimistic on BAC’s expense saves falling to the bottom line. Consensus suggests core expenses will rise $2 billion in 2015 vs.2013. Given $2 billion in “New BAC” expense saves, this implies a gross increase in core expenses of $4 billion, or 3.25% annually…which we think is too much. We believe core expense growth of $1 billion in 2015 vs 2013 (or 1% annually) will be offset by $2 billion in “New BAC” efficiency gains. Further, management credibility is on the line for shrinking the expense base and taking the battleship to cruising speed. Bank of America (Overweight): We Believe the Market Underestimates Earnings Power $ 30 ` 25 $25.00 (+58%) $20.00 (+27%) 20 $ 15.81 15 $11.00 (-30%) 10 5 0 Nov-11 May-12 Nov-12 Base Case (Nov-14) Risk-Reward Scenarios 0.51x 2014e BVPS $11 of $21.58 May-13 Nov-13 May-14 Historical Stock Performance $20 0.90x 2014e BVPS of $22.16 Bear Case Base Case Double Dip Recession. Consumer demand fades driving double dip recession. Reps/warranties loss rate rises to 3% vs 2% implied by recent settlement. Modest Economic Recovery. Housing recovers modestly in 2014-15 (home price index growth of 5-7% in 2014 and 3-5% in 2015); nonmortgage credit improves. Current Stock Price $25 Bull Case Nov-14 WARNINGDONOTEDIT_RRS4RL~BAC.N~ 1.12x 2014e BVPS of $22.34 Sharper Economic Recovery. Economy accelerates in 2014-15 as world rebounds more sharply driving down cost of equity, and housing improvement accelerates. Market prices in higher ROEs as Net Interest Margin increases on rising interest rates. Source: Thomson Reuters, Morgan Stanley Research Valuation Methodology: Based on blend of methodologies (residual income, P/E, P/B rel. to ROE, P/TBV rel. to ROTCE and sum-of-the-parts. Resid. income valuation assumes 5.0% risk-free rate and 4.5% equity market risk premium. Downside Risks: Higher cum losses, particularly in residential mortgage, lower home prices than expected, hard landing in Europe, US recession, higher legal and reps/warranties costs. Upside Risks: Eliminating reps/warranties costs, higher home prices, lower consumer losses, realization of any of several different investments. 6 MORGAN STANLEY RESEARCH 2014: The Big Debates December 4, 2013 (2) $7b in lower litigation costs in 2015 vs 2013: We model a legal cost decline from $8b in 2013 to $1.8b in 2014 and $1b p.a. in 2015-18, for payouts on remaining legal cases which include: FHFA, AIG, LIBOR, and monoline settlements. (3) No core expense growth: We don’t expect BAC to ramp up investment in the business as it is already re-investing. Current run-rate includes $3.6b of annual technology investments geared toward future functionality. Incremental investments could be driven by branch and footprint optimization as consumers rapidly adopt mobile and online channels. We Model $14b Expense Decline in 2014-15 vs. ’13 Operating Expenses ($B) 70 72.1 0.9 Litigation 8.0 11.6 9.0 61.0 0.9 1.8 4.8 55 50 Retirement Eligible Comp 71.2 0.9 5.5 65 60 56.9 0.9 1.0 2.3 57.6 0.9 1.0 2.0 54.2 53.3 53.6 52.6 53.7 2012 2013E 2014E 2015E 2016E 45 LAS Costs Core Expenses 3Q13 2Q13 1Q13 4Q12 3Q12 2Q12 LAS Full-Time-Employees and Contractors (in thous) 57 58 58 15 16 17 50 42 42 39 FTEs Contractors 43 38 7 36 6 32 5 32 28 3Q13 42 11 2Q13 60 50 40 30 20 10 0 Exhibit 4 What’s the Remaining Litigation Risk? ($bn) 0 2 4 6 Legal Reserves Est: 3Q13 ($B) 6.6 Reserve Build Est: 4Q13-2016E 0.00 8 12 14 16 0.0 (4.0) (2.0) AIG 0.0 (2.0) 0.00 LIBOR Other 10 7.9 FHFA (1.0) Monolines Exhibit 1 75 Headcount in Legacy Asset Servicing Division Declined by 35% YTD to 32K, on Its Way to 5K; Suggests 85% Decline Still to Come 1Q13 (1) $7b in lower LAS costs in 2015 vs 2013: We expect the quarterly run-rate to decline from $2.2b in 3Q13 to $1.9b in 4Q13 on its way to $0.9b by 4Q14 and $0.5b by 3Q15. The decline in delinquent loans serviced should drive down headcount needed to service fewer delinquent loans. Exhibit 3 4Q12 Three key drivers for BAC’s expense decline: 1,200 1,000 800 600 400 200 0 3Q12 Mid-July 2014: 2Q14 Earnings Announcement Demonstrate execution on expense cuts. Expect $600m decline in run rate expenses in legacy asset servicing costs vs 4Q13 levels. 60+Day Delinquent Loans Serviced (# of Loans) 2Q12 Mid-March 2014: Capital Plan & Stress Test Results Expect stress test to show resiliency of BAC’s balance sheet and expect BAC to announce share repurchase program of $6b for 2Q14-1Q15 up from $5b in 2Q131Q14 and a dividend hike to 5c per quarter from 1c. 60+ Day Delinquent Loans Serviced Down 50% YTD to 398K Loans… Expenses to Exit with 2-Qtr Lag 1Q12 Mid-January 2014: 4Q13 Earnings Announcement Expect 4Q earnings to show a $300m decline in run rate expenses in legacy asset servicing costs vs. 3Q13. Exhibit 2 1Q12 Potential Catalysts Year-End 2013 Expect Judge Barbara Kapnick to approve BAC’s $8.5b RMBS settlement with private investors. This is already fully reserved for and judicial approval would remove sizeable tail risk. 0.00 5.5 Source for exhibits 1-4: Company Data, Morgan Stanley Research E = Morgan Stanley Research Estimates Investment thesis: Overweight BAC on improving housing, execution of cost saves, and rising capital return. We see accelerating expense cuts more than offsetting remaining litigation risk. Importantly, we expect cost saves to accelerate in 4Q and into 1H13. We think BAC has ample capacity to sizably ratchet up capital return in 2014-15 with a Basel 3 CT1 ratio of 9.9% already above the FSB’s minimum of 8.5%. Our Large-Cap Banks Industry View is Attractive. 7 MORGAN STANLEY RESEARCH 2014: The Big Debates December 4, 2013 Cable/Satellite Will 2014 Be the Year for Transformative Consolidation in Cable / Satellite? Morgan Stanley & Co. LLC Benjamin Swinburne Benjamin.Swinburne@morganstanley.com Our View Market View After years of relative dormancy, we believe some consolidation in cable is possible (if not likely) in 2014, but we do not expect any consolidation to swing the balance of power away from content owners. Sparked by Liberty Media taking a 27% stake in CHTR (see next page), there has been broad media reportage (CNBC, Bloomberg, WSJ, et al.) about consolidation in US Cable, focusing on the possible sale of TWC (Comcast and Charter have reportedly shown interest, though neither has commented). There is ample industrial logic for consolidation, as we believe structural changes to the industry may be the only remedy to the imbalance of power in the TV ecosystem that is driving nearly double-digit programming cost growth (this underpins our Attractive view of Media vs. In-Line view of Cable/Satellite). However, while some deals are possible, we believe it is unlikely that Cable/Satellite operators will gain sufficient scale in 2014 to materially change the growth trajectory of programming costs. Cable market cap expansion since June seems to imply a high probability that multiple cable operators will consolidate over the next year. Since June, the market cap of cable operators we cover (CMCSA, TWC, CHTR, CVC) has expanded by nearly $35 billion, or 25-30%. Adjusting for growth in the S&P 500 over that time, we estimate ~$22 billion of market outperformance, which we estimate accounts for nearly all of the NPV of near-term cost synergies that could be achieved by rolling up all four companies. This implies the market is assigning a high probability to Cable consolidation and perhaps a more material change to potential revenue growth and programming cost growth than we are willing to assume. Aside from a theoretical DISH-DTV combination, Cable M&A would not remove a competitor from a market, so synergies are perhaps less significant to pricing and input costs than in other industries that consolidate. Exhibit 1 Exhibit 2 Cable’s Outperformance since June Implies Market Is Assuming Industry Synergies Programming Costs Have Pressured Video Margins Cable and Satellite Video Gross Margin 64% Est. NPV of Base-Case Synergies in a CMCSA/CHTR/CVC/TWC Merger vs. Market Cap Outperformance vs. the S&P500 Video Gross Margin 62% $25.0 Billions $20.0 $15.0 $10.0 60% 58% 56% 54% 52% $5.0 50% $0.0 PV Synergies Change in Market Cap Relative to S&P 500 Source: Thomson Reuters (share price data), Morgan Stanley Research We believe cable/satellite industry consolidation makes sense… (1) Programming costs: Programming costs, roughly 45-50% of video revenue, are growing roughly 10% per year – well ahead of retail pricing. Ultimately, if this continues, it will become increasingly difficult to grow EBITDA. While not a given that consolidation would shift the leverage back to distribution, at a minimum moving to a large company’s rate card through a change of control would have short-term benefits. (2) Commercial Telecom: While to date cable operators have taken share in small and medium enterprises (SME), as this business matures the opportunity will be in larger business 2011 2012 Source: Morgan Stanley Research 2013E 2014E 2015E customers that need a scaled telecom provider that can service multiple locations with a broad suite of products (including wireless services). Commercial today is growing 20-30% for the major players, and represents one of the rare major growth areas for the cable industry. (3) Financing: Record low interest rates, particularly available to predictable cash-flow businesses such as the cable / satellite industry, create the ability to debt-finance horizontal acquisitions that are immediately accretive to FCF. (4) Competition: We may be on the brink of a new competitive reality for pay-TV: The emergence of the “virtual cable operator” (see our 4/17/13 note, Intel Inside your TV). This 8 MORGAN STANLEY RESEARCH 2014: The Big Debates December 4, 2013 new non-facilities based competition would come from large technology companies with substantial capital, and put further pressure on distribution returns. This competition will focus on software and user-interface differentiation, an area that requires scale for product development and marketing from incumbents to respond. …but the question is, ‘Which deals are feasible?’ We believe an acquisition of TWC is feasible, but we do not believe a TWC deal would provide an acquirer enough scale to materially change programming cost dynamics. Over the last 6 months, Overweight-rated Time Warner Cable (TWC, $138.22) has been the focus of most industry consolidation press reports, we think in part because TWC is the only large, publicly traded cable operator that is not subject to family / insider control. As mentioned, CHTR and CMCSA have been discussed in the press as potential acquirers. We see a variety of reasons why a largely cash/debt financed potential bid has notable attractive elements for CMCSA. Credit for synergies – CHTR has just now reached the level of top-line growth Comcast has been delivering for years. Pro forma leverage – CMCSA has the capacity to offer a largely cash deal without pushing leverage above TWC’s 3.25x comfort range, compared to TWC/CHTR where leverage likely lands at 4-5x. Furthermore, for CMCSA, its current stated path to de-lever to 1.5-2x gross leverage is a drag on equity returns, and more leverage in an accretive (10-15% on FCF / share) deal for TWC would likely lift shares. A large optical challenge for a Comcast bid is the valuation spread, with TWC at a 0.5 turn premium to Comcast despite slower growth (see our 11/25/13 report Comcast Gets Involved). Likewise, for CHTR we see a variety of reasons a potential TWC acquisition would make sense. As noted in our joint report with Chief US Equity Strategist Adam Parker Macro Meets Micro: A Five-Year View of the Cable and Satellite Industry published September 26, 2013, in this sector, over the long term, higher financial leverage has been a benefit — a CHTR-led TWC would likely run NewCo more levered. Second, CHTR has meaningful tax-loss assets, so a dollar of EBITDA at CHTR/TWC would convert more efficiently to FCF than for CMCSA/TWC. Overall, TWC represents a unique opportunity for CHTR, and smaller transactions would have less of an impact on driving long-term FCF. Partnering with Comcast would make sense in areas like LA, where TWC and CHTR have systems and Comcast does not (see our 11/1/13 report, Running Down a Dream, Reprise). A DTV-DISH merger is the only potential single deal, in our view, that could be transformative to the content / distribution ecosystem, but we believe a deal is unlikely in the near- to medium-term. We believe regulatory issues that arose in the 2002 merger attempt remain, which combined with a relatively difficult merger environment in DC and potential cultural issues suggest to us that a combination appears unlikely near-term. Longer-term, however, we believe the industrial logic and value of a combination increases, while regulatory obstacles potentially diminish. The synergy potential in a deal could be as much as ~50% of combined market cap today, we estimate. Our base case for potential after-tax cost synergies from a DTV-DISH merger is $2.0-2.5B annually by Year 3, ~$25B in NPV, or a 450500bps lift to combined EBITDA margins, in part because a combined DTV-DISH would be the No. 1 US pay-TV provider (~34M subscribers), potentially with enough scale to nudge bargaining power back to distribution (see our 9/10/13 report, Dare to Dream – Sizing Up a DirecTV-DISH Combination). At current prices, we think Cablevision (CVC, $16.77) is unlikely to participate in industry consolidation, supporting our Underweight rating. While we believe TWC is CVC’s “most natural” acquirer given its adjacent footprint, our analysis suggests a moderate risk to TWC shares even at a minimal premium paid and high cost synergies. We estimate an acquisition would be roughly neutral to TWC’s FCF/share by 2016. We also believe an offer would likely create threefold risk to TWC’s valuation, as: (1) CVC could be modestly dilutive to TWC’s EBITDA growth; (2) TWC would need to reduce or suspend its buyback to de-lever to its leverage goal, leading to moderate FCF/share growth dilution; and (3) an offer would likely eliminate the M&A premium currently embedded in TWC shares (see our 7/16/13 note, Priced In). Our work with Adam Parker suggests acquisitions have not been positive for Cable/Satellite equity returns. Measured by market-relative returns post-consolidation; M&A has been less successful than in other industries, and timing of deals not consistently opportune (see our 9/26 report). Sparking the debate: Earlier this year, Liberty Media took a 27% stake in Charter Communications, and in June Dr. John Malone posited that LMCA could use CHTR as a “horizontal acquisition machine” to roll up US Cable. Since then, there has been broad discussion among investors and in the press about industry consolidation. We have no knowledge of any pending deals; aside from Liberty, none of the companies mentioned in this article has commented on press reports. Potential Catalysts in 2014 New entrants, namely virtual MSOs, could be a catalyst for consolidation. Intel was a candidate to launch a virtual MSO service; however, it now appears unlikely. Regulatory, FCC: Tom Wheeler, the new Chairman of the FCC, could express a view on cable consolidation. Regulatory, Antitrust: M&A outside the Cable/Satellite industry could lift or lower expectations based on perceptions of the regulatory environment. 9 MORGAN STANLEY RESEARCH 2014: The Big Debates December 4, 2013 Canadian Pacific Railway Can We Stay Bullish After This Run? Four Reasons We Say ‘Yes, We Can!’ Morgan Stanley & Co. LLC William J. Greene William.Greene@morganstanley.com Our View Market View There is still ample scope for upside surprise at Canadian Pacific and the shares represent a compelling risk-reward even after the recent run. CEO Hunter Harrison has a long history of surprising investors to the upside. Although the pace of the improvements at CP has been far better than anticipated, we believe there are still four potential surprises in 2014/15 to take shares even higher: (1) CP can still beat expectations; (2) Timing and size of buyback could surprise; (3) Upcoming labor negotiations could result in productivity gains; and (4) strategic actions by CP are not necessarily a theoretical. Canadian Pacific is an interesting stock idea, but given the stock’s appreciation over the past 18 months, all the good news is priced in. Mr. Harrison has injected new life into a company that was perceived to be structurally challenged. After ~1,000 bps improvement in margins over 18 months, there is no credibility gap and the stock is already pricing in an operating ratio in the low 60s. Thus, at ~19x 2014 consensus EPS, the shares are no longer interesting in the context of a turnaround and current valuation is much too rich to add to a position in the shares. Canadian Pacific Railway (CP, Overweight, PT C$180 YE14, Industry View: Attractive) C$250 C$209.00 (+28%) 200 C$ 162.91 C$180.00 (+10%) 150 C$133.00 (-18%) 100 50 0 Nov-11 May-12 Nov-12 Price Target (Dec-14) Risk-Reward Scenarios 14x P/E on Bear Case on C$133 2015 EPS of C$9.48 May-13 Nov-13 Historical Stock Performance C$180 17.5x P/E on Base Case 2015 EPS of C$10.25 Bear Case Base Case A stagnant economy drives slower volume growth, and pricing is below expectations. “Key man risk” occurs and Mr. Harrison unexpectedly leaves the company or the market loses patience with the timing of the turnaround and confidence in the ultimate potential. Industry volumes grow at low single-digit rates in 2014/2015 driven by moderate economic improvement. Pricing gains moderate, but remain above core rail inflation, supporting continued margin expansion. Mr. Harrison's operating improvements continue to serve as an overall tailwind for margin expansion, ultimately resulting in a 63% OR in 2015 May-14 Current Stock Price C$209 Bull Case Nov-14 WARNINGDONOTEDIT_RRS4RL~CP.N~ 19x P/E on Bull Case 2015 EPS of C$11.00 Industry volumes grow at mid-single digit CAGR in 2014-15 as GDP momentum resumes. In addition to operating leverage ahead of base case expectations, Mr. Harrison achieves a sub-62% OR in 2015. CP accelerates asset sales, generating significant excess free cash flow and initiates a large share buyback program. Source: Thomson Reuters, Morgan Stanley Research Valuation Methodology: We apply a 17.5x multiple to our 2015 EPS estimate to generate our price target valuation of C$180. Our 2014 year-end TMF P/E multiple is a premium to CP's historical range to account for turnaround story Risks: “Key man risk” with CEO Hunter Harrison; potential for operating setbacks, as Canada winters tend to be more extreme than in the US; volume headwinds with slowing macro; valuation on our base case estimates does not appear especially compelling. 10 MORGAN STANLEY RESEARCH 2014: The Big Debates December 4, 2013 Potential Surprises That We Think Are Not Priced In Raising long-term guidance At the 2014 investor day, CP could surprise investors with even more aggressive financial targets. Timing and magnitude of buyback Investors expect an announcement on buybacks in 2H14, but timing could be sooner and magnitude larger. Labor productivity breakthrough Canadian operating union contracts expire at YE14, creating a possibility for significant productivity gains. Strategic actions We see scope for surprise from asset sales and purchases that are not currently in consensus. Our thesis on CP’s shares has long been that the turnaround has the potential to be the most compelling investment opportunity in railroads for the next few years. We argued that the arrival of CEO Hunter Harrison in mid-2012 catalyzed change on a network that was not broken and had strong potential. We saw significant opportunity for operating ratio (OR) improvement with non-economic drivers to growth and productivity – a hallmark of Mr. Harrison’s precision railroad model. In 18 months, Mr. Harrison has impressed even the most bullish investors at the scale and pace of improvement in operating and financial metrics. Skeptics argue that at ~19x 2014 consensus, CP is fully-valued with no scope for upside surprise. We flatly disagree. Mr. Harrison has arguably the industry’s strongest track record of creativity and innovation. We see ample opportunity for CP to surprise investors to the upside. If we’re wrong and CP delivers financial results as expected, then shares likely rise only modestly over the next few years. But if any number of surprises occur, the CP train has room to run (C$209 in our Bull case). Below, we outline four potential surprises that could occur, but are not priced into shares. (1) CP may need to further raise its long-term guidance. When Mr. Harrison detailed targets for 2016 at the December 2012 Investor Day, we were impressed by the boldness. But we noted at the time that the top end of CP’s long-term operating ratio (OR) guidance was slightly below our base case model. Since then, CP has significantly exceeded expectations and unofficially raised OR targets to mid-60s by 2014 (two years early), impressing even the most bullish investors and causing a sharp rise in consensus. Why should we assume that’s it? Mr. Harrison has typically outlined goals that seem aggressive, and then beaten them. CP will host an investor day in 2014 and we believe CP’s updated projections can surprise again (driven either by productivity or revenue gains that exceed plans). Though investors today argue that further upside to projections is hard to imagine, we believe that investors aren’t paying for further surprises, though we see a reasonably probability for them occurring. (2) Buybacks are coming and they may be large. Given the pace of margin improvement, CP’s free cash flow should grow significantly, as Mr. Harrison expects capex to remain relatively steady at ~$1.2 billion/year. Thus, we project CP’s FCF should approach $1.0 billion in 2014 and grow significantly thereafter. Mr. Harrison indicated he expects the board to consider instituting a buyback by 2H14. We believe CP can buy back 2-3% of shares annually beginning next year using FCF. Holding leverage constant, we estimate CP could buy back 4-5% annually. Giving credit for monetizing over three years the full $2 billion in non-operating assets that Mr. Harrison estimates CP has, implies the buyback could be as much as ~6% annually. We model that a buyback begins in 2014 and averages 3% annually through 2017 (similar to consensus, we believe). Bigger buybacks are a source of upside surprise likely not priced into shares. (3) Labor productivity could be a game-changer. Mr. Harrison has long argued that shifting from mileage-based work rules to a framework of pay for productivity is a win-win for CP and its operating union employees. Mr. Harrison struck such a deal at Illinois Central, where employees are the highest paid in the industry with more days off per month, but boast productivity more than double CP employees when measured in mileage per employee day. Such an agreement is not in our base case assumptions, but even if initial productivity gains were offset by higher wages, over time, the new framework could be a game-changer, driving significant productivity at an enterprise level. CP’s operating union contracts expire at YE14. Though a new deal is far from certain, this sort of win-win outcome is not priced into shares, in our view. (4) Don’t underestimate strategic creativity. Since the ‘90s, Mr. Harrison has shown significant creativity and risktaking around asset sales and purchases. He is the only CEO currently running a Class I rail who has both sold his company (Illinois Central to Canadian National) and acquired other railroads of size (e.g., Wisconsin Central while at CN). Despite broad agreement among peer CEOs that further industry consolidation is unlikely, Mr. Harrison maintains that more M&A is not just inevitable, it’s good for the economy, industry and customers. We don’t know what sort of strategic actions Mr. Harrison might envision, but we’re willing to continue to recommend the shares considering that we do not believe an option on a bold strategic action is priced into shares. 11 MORGAN STANLEY RESEARCH 2014: The Big Debates December 4, 2013 Chemicals Will Ethane Feedstock Costs for Petrochemicals Fall in 2014? Morgan Stanley & Co. LLC Vincent Andrews Vincent.Andrews@morganstanley.com Our View Market View Ethane prices face further downward pressure in 1H14. Ethane, the key raw materials input for US petrochemical producers, is currently trading at ~$0.25/gallon, in line with natural gas fuel value at $3.80/MMBTU. The price reached parity with natural gas in October 2012 and has remained there since (see Exhibit 2, next page). We believe there is a meaningful chance that the price will decline further as numerous catalysts are converging during 1H14. This could provide an additional tailwind to the already advantaged ethane feedstock producers in the US (LyondellBasell, Dow). We have seen a similar dynamic play out in the Conway, Kansas market in 2011-12. Consensus estimates assume ethane prices will remain supported by the theoretical ‘floor’ price of natural gas fuel value. We suspect that the market believes (as our base case assumptions reflect) that pipeline rejection economics will help to maintain the price floor established by natural gas (i.e. midstream producers can sell ethane for fuel value as a last resort). Current ethane rejection levels are near record highs, but the market does not appear worried about reaching potential maximum rejection. The conventional view is that the distressed pricing seen in Conway was an anomaly that will not be repeated in Mt. Belvieu, Texas (where it would have a much larger impact). What’s in the Price Consensus Estimates Likely Do Not Factor Movement in Ethane Below Floor Our petrochemical stock models factor in sensitivities to feedstock inputs. We estimate a $0.10/gal reduction in the price of ethane will generate $241M and $164M in EBITDA for LyondellBasell and Dow respectively (see Exhibit 4). Our base cases do not factor in pricing deviating from the current position, but instead forecast an increase in ethane pricing from $0.25/gal today to $0.32/gal in 2015. In addition, both Dow (25% in 2014 and 16% in 2015) and LyondellBasell (7% in 2014 and 14% in 2015) will increase their consumption of ethane going forward providing even further upside to current estimates. Exhibit 1 outlines the potential incremental EBITDA for both Dow and LyondellBasell if the price of ethane were to hit zero in either 2014 or 2015. If ethane prices were to approach zero, we estimate upside for Dow of $514M and $763M, and LyondellBasell $647M and $944M in 2014 and 2015, respectively. Exhibit 1 Incremental Petrochemical EBITDA impact from Ethane price Dropping from $0.25/gal to Zero EBITDA in mm's 10,000 8,000 6,000 Incremental MS Est. 4,000 2,000 DOW '14 DOW '15 LYB '14 LYB '15 Source: Thomson Reuters, Morgan Stanley Research 12 MORGAN STANLEY RESEARCH 2014: The Big Debates December 4, 2013 Exhibit 3 March/April 2014 Planned turnarounds for ethane cracker units on the gulf coast. 10% capacity is expected to be offline during March/April 2014, resulting in a temporary 100 MBPD decrease in demand for ethane. Throughout 2014 Export opportunities for propane driven by high European prices, combined with low US inventories, incentivizes greater natural gas liquids (NGL) production levels. Exhibit 2 Could Ethane Pricing Break Below ‘Floor’ in 2014? 30 200 180 25 160 140 120 15 100 c/gal $/mmbtu 20 80 10 60 40 5 US Ethane Mt. Belvieu Implied Ethane Ceiling - Naphtha Implied Ethane Floor Implied Ethane Ceiling - Propane 20 Jul-13 Oct-13 Apr-13 Jan-13 Jul-12 Oct-12 Apr-12 Jan-12 Jul-11 Oct-11 Apr-11 Jan-11 Jul-10 Oct-10 Apr-10 Jan-10 Jul-09 Oct-09 Apr-09 Jan-09 Jul-08 Oct-08 Apr-08 0 Jan-08 0 Source: Company Data, Bloomberg, Morgan Stanley Research Record ethane rejection levels. The abundance of ethane from NGL shale plays resulted in ethane rejection starting in January 2012. The most recent reported amounts are from August, when 215 MBPD were rejected. Market participants estimate that the maximum amount of rejection is in the 250300 MBPD range, although there is considerable uncertainty around this number. It looks possible that we hit “maximum rejection” as we move into 2014, which could cause ethane pricing to trade below the natural-gas-implied floor. 1.20 1.00 0.80 0.60 0.40 0.20 Extraction Demand Jul-13 Apr-13 Jan-13 Jul-12 Oct-12 Apr-12 Jan-12 Jul-11 Oct-11 Apr-11 Oct-10 Jan-11 Jul-10 0.00 Apr-10 December 2013/January 2014 Enterprise Products’ ATEX pipeline will commence shipping of ethane from the Marcellus to the petrochemical complex on the US Gulf Coast, bringing an additional 190 MPBD of supply to an already oversupplied ethane market. 1400 1200 1000 800 600 400 200 0 Jan-10 Current / Ongoing 215 MBPD of ethane was rejected in August (near record highs). There is a maximum amount of ethane rejection that can take place; estimates range from 250–300 MBPD. Ethane Supply M BPD 215 MBPD M BPD ethane rejection in August 215 Ethane Rejection in August 2012 Potential Catalysts Rejection Source: EIA, Morgan Stanley Research ATEX Pipeline. The ATEX pipeline will connect NGL production from Marcellus/Utica to Mt. Belvieu. Almost all of the ethane being produced at Marcellus/Utica is currently in rejection mode. Market participants indicate that NGLs from Marcellus contain 60%-plus ethane. This pipeline, which comes online in early 2014, will supply an additional 190MBPD to the US Gulf Coast. Steam cracker turnarounds. CMAI estimates that ~10% of US steam cracker capacity will be offline in March and April 2014 due to scheduled maintenance turnarounds. These turnarounds will reduce ethane consumption at the same time as the ATEX pipeline will be ramping up. Propane market dynamics. US propane levels are at a seasonal 5 year low, despite increased production. Export opportunities, driven by surging prices in Europe, are driving US spot propane prices higher (currently $1.20/gal). A sustained export opportunity could incentivize increased production of NGLs, which would result in an even greater amount of nearterm oversupply of ethane. Potential impact to North America Ethane consumers. We do not expect meaningful demand relief for NA ethane until the large scale cracker capacities come on line in 20162018. Until then, NA ethane crackers would benefit from any reduction in the feedstock price. As we do not anticipate additional expansion announcements from NA producers, we’d expect any potential windfall will likely result in incremental returns of capital to shareholders via repurchases or special dividends. Exhibit 4 EBITDA Sensitivities Current Ethane Consumption (MBPD) LYB 157 CurrentEthane Consumption (M gal per year) 2,413 EBITDA Sensitvity to $0.10/gal move ($MM's) $ 241 DOW 107 1,639 $ 164 Source: Company Data, Pace Consultants, Morgan Stanley Research Stocks mentioned: Dow Chemical (DOW, $39.06) and LyondellBasell (LYB, $77.18). 13 MORGAN STANLEY RESEARCH 2014: The Big Debates December 4, 2013 Consol Energy Will Consol Re-Rate to Reflect Its ‘Sum-of-the-Parts’ Value? Evan Kurtz Evan.Kurtz@morganstanley.com Morgan Stanley & Co. LLC Our View Market View Consol’s equity could re-rate to reflect its ‘sum-of-theparts’ value in 2014. We believe Consol Energy could realize its “sum-of-the-parts” value in 2014 as investors begin to focus on the value of the gas business. The company recently sold a major portion of its coal portfolio, but plans to retain some of its higher-quality coal assets as it increases focus on its gas activities. As asset monetization continues and gas business disclosure improves, we believe Consol will increasingly get credit from investors for the high-quality acreage the company has in the Marcellus and Utica shale plays. Consol will continue to trade at a discount to its ‘sum-ofthe-parts’ value. The market continues to view Consol as a coal business with gas operations, instead of the other way around. However, in light of the sale of its Consolidated Coal subsidiary, more than half of the company’s value comes from gas, and we estimate that gas will account for more than 50% of total EBITDA in 2015. We believe the company could move to further separate the coal and gas businesses if shares continue to trade at a discount to management’s view of “sum-ofthe-parts” value. The stock is currently trading well below our assessment of “sum-of-the-parts” value of $48/share. Consol Energy (CNX, $48 PT): Potential to Re-Rate on Gas Driven SOTP Story $90 80 $77.00 (+116%) 70 60 50 $48.00 (+35%) $ 35.58 40 30 20 $20.00 (-44%) 10 0 Nov-11 May-12 Nov-12 Price Target (Nov-14) May-13 Nov-13 Historical Stock Performance May-14 Current Stock Price Nov-14 WARNINGDONOTEDIT_RRS4RL~CNX.N~ Risk-Reward Scenarios Bear Case SOTP $20 $48 Bear Case Base Case Bull Case We assume the following long term coal prices: $174/t hard coking coal and $58/t NAPP thermal coal. We value the gas business at a net asset value of ~$4.2b. We assume the following long term coal prices: $180/t hard coking coal and $65/t NAPP thermal coal. We value the gas business at a net asset value of ~$7.5b. We assume the following long term coal prices: $189/t hard coking coal and $73/t NAPP thermal coal. We value the gas business at a net asset value of ~$11.8b. Base Case SOTP $77 Bull Case SOTP Source: Thomson (price data), Morgan Stanley Research Valuation Methodology: Sum-of-the-parts model; we value the coal business using a DCF and value the gas business using net asset value. Risks: Noble capex carry agreement depends on natural gas prices; Metallurgical coal demand remains weak; Realization of SOTP value takes longer than expected. 14 MORGAN STANLEY RESEARCH 2014: The Big Debates December 4, 2013 Potential Catalysts December 2013-January 2014 Consol currently has two asset sale deals in progress. We expect the company to announce sale details between now and 4Q13 earnings. Throughout 2014 We anticipate enhanced gas business operating disclosure as 2014 progresses. Throughout 2014 We expect continued non-core asset sales throughout 2014. See below for a list of eligible assets. ated cash for reinvestment in the higher-return gas business. Gas production growth will require extensive capex investment, but internal funding from cash-flow-generative coal assets will help the company keep leverage in check. Exhibit 1 Consol: Non-Core Assets Type Coal Export Terminal Gathering Pipelines, Processing Gas Processing Facilities Fairmont Supply Company Water Services Illinois Basin Reserves Utah Reserves Canada Reserves Harrison Resources (49% JV) Western Allegheny Energy (49% JV) Description Shipped 12.7 mt of coal in 2012 4,500 miles of gas gathering pipelines 300 bcf/yr of pipeline quality gas Mining/drilling supply distributor Water provision & waste water mgmt ~757 mt of recoverable thermal coal reserves ~30 mt of recoverable thermal coal reserves Additional Canada met coal reserves Ohio thermal coal; ~0.4 mt/year Low-vol met coal; ~0.5 mt+/year; costs of $60-$65/t Source: Company Data, Morgan Stanley Research We view the divestiture of the Consolidated Coal subsidiary as a net positive. Consol recently sold a large portion of its coal portfolio, but is retaining its highest-quality (and most cash-generative) coal assets. We view the divestiture as a net positive for Consol. Although the sale was at what we regard as a fair valuation (~7.2x adjusted EBITDA), the cash received can be reinvested in gas growth at higher returns. Reduced legacy liabilities should lower uncertainty and risk as well as future cash funding needs. Finally, by reducing the percentage of value attributable to the coal business, Consol should increasingly be viewed as a gas play (with attractive basin exposure), garnering a higher valuation. Increased attention from E&P investment community will highlight gas business value, in our view. Post-deal, we estimate that more than half of the company’s value comes from gas, which should account for more than 50% of total EBITDA in 2015. We believe that increased attention from E&P analysts and investors will be an important catalyst. As the company increases disclosure of gas business operational and reserve details, we believe investors will ascribe more value. The company is currently assessing ways to bring gas business transparency more in line with the E&P peers. Exhibit 2 Consol Energy Sum-of-the-Parts Valuation Retained Coal Assets Gas Operations Core Operations Corporate & Other Non-Core Assets Noble Carry Enterprise 2014 Adj. EBITDA 790 415 1,205 Multiple 7.8x 18.0x 11.3x Value 6,175 7,486 13,661 (215) 7.8x 990 13.7x (1,681) 300 1,250 13,530 3Q13 Net Debt 2012 Pre-Tax Pension Liability 2012 Pre-Tax OPEB Liability 2012 Deferred Tax Asset 85 BPS Increase in Discount Rate Total Liabilities 3,164 225 3,018 (1,135) (338) 4,934 Cash PV of Future Royalties PV of Water Treatment & Port Fees After-Tax OPEB Divestiture, Adj. for 85 BPS Increase in Discount Rate Cash Tax Benefit Coal Asset Sale Value 850 150 34 1,253 150 2,437 Mid-Cycle Value Per Share 3Q13 Share Count 11,032 $48 229 Source: Company Data, Morgan Stanley Research estimates. In millions, except per-share value. About Consol Energy Further asset monetization may be ahead. We believe Consol could continue to opportunistically monetize its extensive portfolio of non-core assets. Such sales would not only generate cash to reinvest in the gas business, but also continue to streamline the organization and increase gas focus. In addition, the company is examining opportunities for using MLP structures to maximize the value of midstream assets. Potential for further coal asset sales, but near term they provide an internal funding source. We believe over the next several years, Consol could eventually divest the remaining portion of its coal business. However, in the meantime, we believe retention provides the company with internally gener- Low-cost coal producer with premium nat gas assets. Post-divestiture, Consol Energy is a low-cost, diversified coal producer with nat gas assets in the Marcellus and Utica shale plays. The company operates efficient longwalls in Northern and Central Appalachia, producing thermal coal, low-vol met coal, and cross-over met coal, with both domestic and export sales potential. Consol also has a fastgrowing (23-32% production growth in 2014 and 25-30% in 2015-2016) nat gas business. The company has attractive Marcellus and Utica shale acreage in addition to coal bed methane and other Appalachian gas operations. 15 MORGAN STANLEY RESEARCH 2014: The Big Debates December 4, 2013 Education Is Demand for Higher Education Inelastic? Morgan Stanley & Co. LLC Suzanne E. Stein Suzanne.Stein@morganstanley.com Our View Market View We believe that in aggregate, demand for higher education is mostly inelastic. While tuition cuts may fuel short-term gains in student starts, we expect to see a shift of market share rather than major increases in starts. Industry price cuts may have more of an impact on profitability than enrollment growth, though “90/10” constraints, which limit the ability of for-profit schools to significantly reduce tuition, should provide a floor. We believe companies should focus more on retention and fine-tuning their value proposition (the relationship between income potential and tuition) than simply chasing enrollments. Tuition cuts will allow starts to stabilize and grow again, though concerns linger over the impact on profitability. Companies that have experimented with deep price cuts have seen a short-term improvement in starts, leading some to believe that deeper price cuts will drive higher starts. However, there are concerns about the impact on profitability and therefore these initiatives have been met with mixed response. What’s in the Price Industry P/E Multiples Seem to Imply Mid to High Single Digit Enrollment Growth at Lower Prices Industry enrollment-weighted forward P/Es suggest the market expects a rebound to 4% long term EPS growth. However, we think lower tuition per student and margin contraction will offset enrollment increases. Since 2010, a 20-25% drop in revenue at Strayer and Apollo led to 50-75% declines in operating income. At DeVry, a 10% reduction in revenue caused a similar decline. To estimate market implied enrollment growth, we assume an industry-wide decline in tuition per student over the next two years followed by a return to pricing increases of ~3% annually in Year 3. Depending on the assumed two-year decline in revenue per student, a 4% ten-year CAGR implies 5–9% enrollment growth for eight consecutive years. We find such enrollment growth unlikely in the foreseeable future and thus we expect industry revenue growth lower than that implied by current multiples. Industry Multiples Suggest a Return to Growth Implied Enrollment Growth at Various Revenue Per Student Declines Given 4% Perpetual Growth Perpetual Growth Rate Implied by Industry Forward P/E Implied Enrollment Growth 6% 4% 2% 0% -2% -4% -6% 2010 2011 2012 2013 10% 8% 6% 4% 2% 0% 10% Decline 15% Decline 20% Decline Revenue Per Student Decline Source: Thomson Reuters, Morgan Stanley Research Source:: Company Data, Morgan Stanley Research Note: Perpetual growth rate implied by the forward p/e of APEI, APOL, DV ESI, and STRA weighted by total enrollments. 2013 growth rate derived from current price and FY14 consensus EPS. First the boom, then the bust; many companies are now taking extreme measures to drive demand. After regulatory pressure increased in 2010-11, industry-wide starts stagnated as for-profits pursued higher-quality students. Several firms increased discount programs or offered scholarships to attract and retain better students. Scholarships were often designed to improve graduation rates to help institutions meet regulatory hurdles. Start growth at some of these schools following price cuts likely encouraged others, including Strayer, DeVry, and Apollo, to offer price breaks. These three for-profits, which collectively enroll 356,000 students, have each introduced more aggressive scholarships, and in some cases outright price cuts, since July. Some of these new programs appear to focus more on improving starts than improving retention. We believe price competition is here to stay and will likely continue to pressure enrollment figures at higher-priced institutions without lifting industry starts enough to compensate for lost revenue. 16 MORGAN STANLEY RESEARCH 2014: The Big Debates December 4, 2013 Changes to the 90/10 Rule The reauthorization of the Higher Education Act could include changes to the 90/10 rule that alter institutions’ pricing strategies. New Gainful Employment Rules New gainful employment rules could cause schools to alter their pricing and retention strategies. Announcements on New Tuition Discount Programs Depending on the success of the new pricing initiatives other institutions could announce new or expanded discounting programs. Industry Starts and Market Share Shifts Investors will closely watch starts to detect shifts in market share for lower-priced programs. Total Enrollments at For-Profits Have Declined Since 2010 (Except Low-Cost Providers Like APEI) Enrollment Change 2010 - 2013E APOL ESI 50% 40% 30% 20% 10% 0% -10% -20% -30% -40% -50% STRA We maintain Underweight ratings on ITT Educational (ESI, $38.99) and Strayer (STRA, $37.15). Both companies operate institutions with relatively high tuition prices and are likely to see relatively large tuition reductions and margin contractions. The other companies in our coverage should generally move with the market. Diversified educators such as DeVry benefit from foreign sales or specialized divisions (medical, graduate degrees) that are less affected by competition for students seeking Associate/Bachelors degrees. Lower-cost Potential Catalysts Strayer’s 1Q New Enrollments (April 2014) Investors will focus on the impact on demand of a major tuition reduction of up to 40% off sticker price. DV We expect the industry profitability to decline until the threat of 90/10 violations cap the reductions on tuition. Historically 90/10, the rule that limits access to Title IV funds when schools obtain more than 90% of revenue from the federal student loans/grants, provided a floor on prices. Schools avoided 90/10 pressures by increasing military enrollments, adding corporate partnerships, and keeping tuition ahead of student loan limits. Looking ahead, we believe pricing pressure will not abate until firms have exhausted these tactics and begin to violate 90/10. As competition for military enrollments (who are counted in the 10%) and corporate sponsorships (who pay in cash) increase, institutions are left with little alternative but to raise tuitions past loan/grant limits so students will pay with private loans or cash (thereby counting toward the 10%). Price competition might stop when institutions violate 90/10, are placed on probation, and raise tuitions to avoid violating the rule a second time, thereby losing access to federal funds. institutions such as those run by American Public Education are somewhat insulated from price-cutting but could still face increasing enrollment pressures, if not margin contraction. Finally, Apollo already completed much of the required restructuring (reducing enrollments by almost half from the 2010 peak). While Apollo may still face a similar downside in a falling tuition environment, it is also positioned for significant upside if it can successfully begin to grow enrollments. Consequently, we remain Equal-weight Apollo (APOL, $26.29). Overall, our Business & Education Services industry view is In-Line. APEI We believe the industry developed excess capacity during the boom of the late 2000s (through the financial crisis) that still contributes to pricing pressure. During the boom, state-funded schools were limiting enrollments, there was an influx of newly unemployed, federal loan limits were increased, and customer acquisition costs were unusually low as financial services institutions and auto manufacturers pulled back on ad spend. These factors encouraged for-profits to expand capacity to unsustainable levels, and as these factors reversed — state funding stabilized, unemployment lingered but students became more debt averse, ad rates recovered, and some regulations were tightened — there was more incentive for schools to pursue “high quality” students. Though schools ultimately reduced capacity, they also recognized the power of price reductions to moderate start declines. Yet price-cutting strategies that test well at individual schools are unlikely to save the industry when everyone pursues the same tactics. We believe excess capacity will continue to drive price-cutting in the industry. Source: Company Data, Morgan Stanley Research 17 MORGAN STANLEY RESEARCH 2014: The Big Debates December 4, 2013 Food Will US Food Manufacturers See a Deflationary Benefit in 2014? Morgan Stanley & Co. LLC Matthew Grainger Matthew.C.Grainger@morganstanley.com Our View Market View Net deflation appears unlikely and, to the extent it occurs, may provide little benefit to 2014e EPS. US Food volumes have declined fairly consistently during the past 10 quarters in measured channels, a dynamic which has contributed to both an increasingly intense promotional backdrop and limited gross margin expansion across the sector. We expect moderate inflation among US Food manufacturers in 2014, and believe that — even if modest deflation does occur — any related margin flexibility will likely be offset by increased promotion and brand-building investments. We continue to view US Food’s 25-30% premium to the S&P 500 as unsustainable on fundamentals, and believe this will moderate as margin expansion moderate as inflation expectations become more cautious. Deflationary inputs (particularly grains) could drive upside to current consensus earnings forecasts. Spot rates foreshadow another year of manageable input costs in 2014. In certain commodities, particularly grains, expectations are for deflation, leading certain market participants to conclude that packaged food companies are poised for earnings upside driven by gross margin expansion. Considering that fundamentals remain weak, we believe that heightened valuation of US Food is likely discounting deflation that will lead to earnings flexibility next year. What’s in the Price We View US Food Valuation as Unsustainable on Fundamentals, and Likely Discounting Deflation US Food Valuation Remain at ~30% Premium to S&P, Suggesting Optimism on N-T Earnings Growth Food Underperformed During Prior Periods of Peak Deflation (e.g., 2H09) US Food NTM P/E vs. S&P 500 Relative Performance vs. Input Inflation 150% 25% 50% 20% 40% 15% 30% 10% 20% 5% 10% 0% 0% 140% 130% 120% 110% 100% 90% -5% 80% 70% Jan06 -10% -10% Aug06 Mar07 Oct07 Jun08 Jan09 Aug09 Mar10 Nov10 Jun11 Jan12 Aug12 Mar13 Nov13 Source: Thomson Reuters, Bloomberg, Morgan Stanley Research Fundamental weakness in US Food seems increasingly likely to overwhelm the benefit of limited inflation. Valuation of US Food — trading at a 30% premium to the S&P 500, or more than one standard deviation above the historical average valuation — has, in our view, likely benefited from perceived EPS visibility related to the moderate inflation environment (and potentially to expectations of input cost deflation). However, we increasingly believe that the combination of weaker industry volumes, moderate inflation, and a height- -20% 4Q04 4Q05 4Q06 4Q07 4Q08 4Q09 Relative Performance - Food vs. S&P 500 4Q10 4Q11 4Q12 4Q13 Input Spot Inflation (6m lag) Source: Thomson Reuters, Bloomberg, Morgan Stanley Research . ened promotional environment collectively suggest some risk of disappointing earnings growth in 2014. 2014 looks fundamentally different than 2009-10 — we expect limited, if any, deflation. 2009-10 was characterized by a broad-based collapse of commodity prices, translating into ~290 bps of cumulative gross margin favorability across our large-cap coverage during 2Q09-3Q10. We view 2013-14 as much different, both in terms of the breadth and magnitude of input cost deflation. Unlike the earlier period, where broad- 18 MORGAN STANLEY RESEARCH 2014: The Big Debates December 4, 2013 Packaged Food Gross Margin vs. Input Cost Inflation (6-mth lag) 400 bps 40.0% 300 bps 30.0% 200 bps 20.0% 100 bps 10.0% 0 bps 0.0% YoY Pt Chg in Average GM (bps) 3Q14e 3Q13 1Q14e 1Q13 3Q12 1Q12 3Q11 1Q11 3Q10 1Q10 3Q09 (30.0%) 1Q09 (300) bps 3Q08 (20.0%) 1Q08 (10.0%) (200) bps 3Q07 (100) bps 1Q07 based commodity weakness led to 15% deflation across the input cost basket, current spot deflation is predominately isolated to grains. Our expectation for inflation or moderate deflation is predicated on company guidance that underscores likely inflation. Morgan Stanley’s US Food input cost forecasts suggest very slight deflation (~1%, on a lagged spot basis) during C2014, which we believe is likely to translate into modest inflation once hedging is taken into account. GM Expansion Is Highly Correlated (~75%) with Input Cost Inflation/Deflation 3Q06 1H14: As the 2014 inflation outlook takes shape and manufacturers roll off less flattering prior-year hedges, it could provide evidence of whether deflation is materializing. Exhibit 2 1Q06 C4Q13 Results / 2014 Guidance: We would expect this to reaffirm the industry’s broader expectation on modest realized inflation in 2014. 3Q05 Upcoming WASDE Releases (12/10 and early 2014): Given Morgan Stanley’s somewhat constructive view on grain prices into early 2014, these releases could drive some modest upside to the currently depressed grain price outlook. behind innovation / brand-building has resulted in a relatively consistent downtrend in operating margins. Even during a period of peak margin expansion during 2009-10 (as commodity prices broadly collapsed), US food underperformed the S&P 500, partly driven by manufacturers’ decision to reinvest heavily in promotional spending, which ultimately resulted in only very limited improvement in industry volume trends. 1Q05 Potential Catalysts Input Cost Inflation (6-mth lag) Source: Company Data, Thomson Reuters, Bloomberg, Morgan Stanley Research Exhibit 3 EBIT Margins Have Been Pressured Since 2006 Exhibit 1 US Food Volumes Have Declined for the Past ~10 Quarters in Tracked Channels OPM (bps chg, YoY) OPM OPM (LTM) 300 18.0% 250 17.0% Total US Food Tracked Channel YoY % Change 200 10% 150 8% 100 15.0% 6% 50 14.0% 4% 0 13.0% 2% (50) 16.0% 12.0% (100) Volume Price/Mix 3Q13 1Q13 3Q12 1Q12 3Q11 1Q11 3Q10 1Q10 3Q09 1Q09 3Q08 Sales Source: Nielsen xAOC, Morgan Stanley Research Our historical GM/inflation correlation suggests, under normal volume conditions, limited GM expansion in 2014. US Packaged Food gross margin expansion in aggregate is highly correlated with input costs inflation/deflation (~75%). However, assuming that volume declines moderate, our model forecasts limited, if any, input cost deflation in 2014, implying that GMs will expand at most ~50 bps. The industry has historically not retained “cyclical” GM upside, and the market has been reluctant to reward companies for this dynamic. With the exception of 2009-10, cyclical gross margins combined with increased promotion and investment 3Q13E 1Q13 3Q12 1Q12 3Q11 1Q11 3Q10 1Q10 3Q09 1Q09 3Q08 1Q08 (6%) 3Q07 10.0% 1Q06 (4%) 11.0% (200) 1Q07 (2%) (150) 3Q06 0% Source: Company Data, Morgan Stanley Research. E = Morgan Stanley Research est. We see greater upside among companies with both compelling top-line growth prospects and internally-driven margin expansion potential in 2014. Given our expectation of sustained weakness in US Food sales trends, within our InLine industry view overall, we see more attractive risk-reward for companies that have structural rather than cyclical margin expansion opportunities. We prefer names with (1) Compelling top-line growth prospects like WhiteWave (WWAV, $21.27) and Mondelez (MDLZ, $33.53), (2) significant margin expansion and cash generation opportunities like Dean Foods (DF, $17.98), and (3) the more traditional center-of-store manufacturers such as Kraft (KRFT, $53.12), which is still in the early stages of optimizing its manufacturing footprint and should see more significant structural margin flexibility. 19 MORGAN STANLEY RESEARCH 2014: The Big Debates December 4, 2013 Gaming & Lodging Does Online Gaming Represent a Meaningful Growth Opportunity? Morgan Stanley & Co. LLC Thomas Allen Thomas.Allen@morganstanley.com Our View Market View Online gaming in the US represents a very attractive longterm opportunity with clear near-term catalysts. Online gaming is now live in 3 states —Nevada, Delaware, and NJ (most important due to its population) — and we expect the market to be ~$670 million in 2014. We believe NJ’s launch will be a catalyst for other states to pass legislation and will highlight the larger US opportunity. While initial profitability should be limited, investors should focus on revenue to understand the long-term earnings potential, as markets typically consolidate. We expect the NJ market to be competitive out of the gate (13 sites are currently live), but we expect clear winners to emerge, with margins improving over time. We view Boyd (or 888, covered by our Europe-based colleague Vaughan Lewis) as the best way to play US online gaming; we like BYD given its NJ footprint and its Bwin partnership. We also view Penn National as an attractive alternative option over the long term. Stocks reflect little value from online gaming as investors remain skeptical on the near- and long-term opportunity. Regional gaming stocks continue to trade in line with historical multiples, as the online EBITDA opportunity is still a few years out. With such a wide range of estimates for the NJ market ($250 million to $1.2 billion) and a fairly slow start in markets so far, investors are taking a wait-and-see approach to better gauge the market potential. Focus has shifted to the near-term technical challenges in NJ (e.g., geo-location and payment processing issues), but we do not believe these issues will impact the long-term opportunity. Additionally, the competitive environment in NJ calls into question the market share and profitability potential, though we remain confident that clear winners will emerge. Expect US Online Gaming to Be a $7 Billion Market by 2017 Based on ~$50 Annual Spend per Adult in the 17 States We Expect to Legalize by 2017 $10,000 $9,000 $8,000 US Online Gambling Revs Other Ohio $7,000 Nevada Massachusetts $6,000 Michigan $5,000 Pennsylvania New Jersey $4,000 17 states US 2012e 130.7 $8,745 $56,330 0.64% $431 Bear 140.8 $9,655 $56,330 0.58% $400 2017e Base 140.8 $9,655 $62,193 0.64% $442 Bull 140.8 $9,655 $66,902 0.69% $475 $5,901 10.5% 0.06% $42 $7,383 11.9% 0.08% $52 $10,354 15.5% 0.11% $74 Illinois Florida $3,000 California New York $2,000 $1,000 $0 2013e ($mm) Adult population GDP ($B) Total gambling market Gambling as % GDP Spend per head 2014e 2015e 2016e 2017e 2018e 2019e Online gambling Online gambling as % Gambling Online gambling as % GDP Online gambling spend per head 2020e Source: H2 Gambling Capital, Morgan Stanley Research We believe our market estimates are achievable and could be conservative. Our base case analysis assumes that 17 states legalize online gaming by 2017 and implies ~$50 annual spend per adult, a discount to most other mature markets (UK ~$75; Sweden ~$100) given lack of sports betting. However, note that that US adults currently spend ~$385 each year on gambling (higher than UK $350 / Sweden $375). Research by H2 Gambling Capital suggests Americans spent $2.6 billion on illegal offshore gambling websites in 2012. Degree of success in NJ will be a key catalyst in 2014. NJ officially launched online gaming on 11/26, and it is the first state with a meaningful population base to go live. The NJ DGE plans to release December results on January 14, which Source: H2 Gambling Capital, Morgan Stanley Research will give a first glimpse into the success of the launch and the overall size of the market. Several states view NJ as a model for online gaming, and we believe a successful NJ rollout will be a key catalyst in other states moving forward. We expect California and Illinois to be the next states to legalize online gaming, but Massachusetts, Pennsylvania, and NY also appear to be in contention. The California gaming market is dominated by tribes, and if online gaming is legalized, it would likely be poker-only, still a sizeable opportunity given the state’s population of 38 million (vs. NJ’s 8 million). There are currently two draft bills in process, with a third potentially proposed in early 2014. 20 MORGAN STANLEY RESEARCH 2014: The Big Debates December 4, 2013 Exhibit 2 Potential Catalysts NJ Market Data - January 14, 2014 NJ will release the online gaming results from Nov/Dec, giving investors a first glimpse into the market’s size. European Online Gambling Operator Margins in the 20-30% Range; Expect the US to Be No Different Online gambling EBITDA margins 60% 40% 30% 20% 10% Exhibit 1 Winners Typically Consolidate Share Over Time Market share of top 4 companies in key markets UK 30% Australia 79% Spain 80% Italy sports 70% Italy Poker 54% 0% 20% 40% 60% xx 80% 100% Source: Company Data, H2 Gambling Capital, eGaming Review (14 November), Morgan Stanley Research … but the revenue opportunity is what investors should pay for, as it would shift US regional gaming from maturity to growth. We expect NJ to be a $650 million revenue market by 2015, a 20% increase to the existing on-ground market. Similar to other markets, we expect earnings to significantly ramp over time as the markets mature and consolidate. Spain, for example, launched in July 2012 and 888 recently commented that it has just moved into profit in the market (in ~1 year). The average margin of European online gaming companies is 20-30%, and while many operate in markets without taxes, even in Australia (a market with high duties of ~25% and a limited product set of only sports), the leading operators generate EBITDA margins of ~25%. 2015e 2014e 2013e 2011 2010 2009 2008 2007 Average online gambling Bwin Paddy Power Ladbrokes online betfair 2012e NJ market will be competitive out of the gate, and we expect earnings losses initially… With 7 NJ casinos licensed for online gaming and nearly 15 competing sites, we expect initial profitability to be limited. Bwin.party said it expects NJ to lose €5-10 million in 2013, and to lose around €5 million in 2014. Paddy Power said it would not enter the NJ market as it is “a very competitive B2C landscape”. Another technology provider recently commented that its NJ operations likely won’t generate a meaningful profit until 2015, which is consistent with our market assumptions. Markets typically lose money at first as entrants jockey to take market share, but the four key winners usually end up with 30-80% of the market. 2006 0% -10% 2005 Other States Move Towards Legalization As online gaming continues to ramp, we expect other states to begin the legislative process throughout 2014. 50% 2004 Potential Calif. and Illinois Legalization — 2014 We expect both California (poker only) and Illinois to legalize online gaming in 2014, with play starting in 2015. 888 PartyGaming / bwinparty William Hill Online Unibet Source: Company Data, Morgan Stanley Research We view Boyd Gaming (BYD, $11.45) as the best way to play US online gaming. We believe Boyd is best positioned given its 50% ownership of the Borgata in NJ (has 50% share of the AC poker market) and its partnership with Bwin (PartyPoker was the No.1 brand in the US prior to the online ban in 2006). Early numbers suggest Boyd’s sites are already generating ~50% share in NJ online poker. Based on our US estimate, we expect Boyd to generate $75 million of EBITDA from its online gaming operations by 2017. We value this at a 10x multiple, which, discounted back 2.5 years implies $5 per share of value in our $14 price target. That $5 is ~2x our 2015 online revenue estimate for Boyd, which we think is fair in the context of other Internet multiples. We estimate the market attributes ~$1/share to BYD for online gaming (assuming its on-ground operations are valued at 7.5x 2014 EBITDA), suggesting meaningful upside remains. Longer-term, we see significant opportunity for Penn National (PENN, $14.44) to capitalize on online gaming given its unique footprint across 16 jurisdictions. However, we do not include any benefit in our price target as Penn does not have a license in NJ and has yet to announce a technology partner. 888 looks best positioned among European operators. 888 (888.L, 167p, covered by Vaughan Lewis) owns 47% of All American Poker Network (AAPN), which services several operators including Wynn and Caesars. We expect AAPN (and 888 directly through its WSOP supply agreement) to generate significant high-margin software fees. 888 services the Nevada and Delaware markets, and recently launched in NJ through its partnership with Ballys. Regulatory delays are the key risk. Our call is predicated on continued legalization of online gambling in new states, including California and Illinois. 21 MORGAN STANLEY RESEARCH 2014: The Big Debates December 4, 2013 Healthcare Services / P&C Insurance / Managed Care Will Private Exchanges Take Over? Winners & Losers Morgan Stanley & Co. LLC Healthcare Services & Distribution Ricky Goldwasser Ricky.Goldwaser@morganstanley.com P&C Insurance Gregory Locraft Gregory.Locraft@morganstanley.com Managed Care Andrew Schenker Andrew.Schenker@morganstanley.com Our View We estimate the private exchange addressable market is ~75 million lives, and that ~30 million (40%) lives will be moved to private exchanges by 2017, according to our bottom-up model (see Exhibit 1 below). Positive for key insurance brokers… Large P&C Insurance brokers Marsh & McLennan and AON (owners and operators of the exchanges) should be beneficiaries. …an opportunity for MCOs to increase profitability… Further, we believe private exchanges represent an opportunity to increase profitability for managed care companies if lives that were previously self-insured convert to fully insured products. …whereas pricing/profit margins for PBMs are likely to come under some pressure, all else equal, for those clients that decide to switch. That being said, with somewhat limited exposure across their books of business to populations likely to move to an exchange in the near-term, we think headline risk is more prominent than earnings risk for PBMs in the next 12-18 months. In regaining lives from private exchanges, we view Express Scripts as best aligned with health plans. Market View The market is struggling to size the addressable market for private exchanges, as well as the number of lives likely to be migrated. With limited information, markets have tended to default to estimates provided by insurance brokers, with an opportunity range as wide as 35-70 million actives in private exchanges in the next ~5 years. Stock price movements suggest the market expects insurance brokers to benefit but believes PBM earnings will be pressured. Announcements by retailers (Walgreen) and large retiree populations (IBM, AT&T) that were moving covered lives to private exchanges in 2014/2015 has weighed on shares of PBMs (CVS, Express Scripts, Catamaran) and boosted shares of large P&C insurance brokers (Marsh & McLennan, AON) who own and operate the exchanges. Investors believe that private exchanges will be a growth driver for MCOs over time. While managed care companies have highlighted the potential opportunity from private exchanges over the next few years, given enrollment will likely be modest in 2014 it is our sense that the stocks have not fully priced in the potential benefit from private exchanges. There is still uncertainty on enrollment uptake among populations shifting to the exchange and lack of details on the profitability dynamics. Exhibit 1 The Private Exchange Addressable Market is ~75 Million Lives Retirees, Lower-Skill Workers, Temporary Workers are the Low-Hanging Fruit Source: U.S. Census Bureau, EBRI, Morgan Stanley Research Estimates 22 MORGAN STANLEY RES EARCH 2014: The Big Debates December 4, 2013 Our bottom-up analysis sizes the private exchange addressable market at ~75 million lives. We believe lowerskill workers represent the majority of the opportunity (~65%, or ~ 50 million lives) followed by retirees with employer sponsored benefits accounting for ~24% of the opportunity (~18 million lives). Temporary workers represent the remaining ~13% (~10 million), although arguably this population may be more likely to end up in public exchanges over time. Moreover, some of the total pool could be eligible for public exchanges beginning in 2017 and as such, some employers will likely defer a decision for now. We estimate ~30 million lives (40% of the addressable market) will be moved to private exchanges by 2017. We expect the transition to take ~3 years (term of an average PBM contract), translating to an average annual growth rate of ~11% (9 million lives) through 2017. The initial opportunity is likely to consist primarily of retirees and temporary workforces, whom we expect will all transition to private exchanges as employers are likely to see savings from a shift to defined contribution. We estimate over the same period 5-10% (2.5-5 million lives) of lower-skill workforces will transition, based on our survey work of benefits manager interest in exchanges conducted earlier this year. High-skill workforces are less likely to be transferred to private exchanges, in our view. Based on our conversations with benefits managers, health benefits remain a key source of differentiation among firms competing for talent, and employers might seek to guard against under-insurance for businesses that require a high degree of intellectual capital. Additionally, large companies that already take risk may see little pricing benefit in switching to an exchange (especially those with younger employee populations) and may not wish to lose control of their benefit selection. For instance, in our conversations with large companies transitioning to private exchanges, the price difference between self-insured and fully insured estimated at a range of ~6% to ~10%, is creating a hurdle to transition. Although large corporations who are first movers may be offered compelling economics to entice the change and become “anchor tenants” in a private exchange, we view the likelihood that these early-years deals continue is low. As such, we think larger employers with skilled workforces may be more likely to control costs by increasing the employee share of co-insurance and adopting defined contribution plans outside of the exchange world. Accordingly, in our analysis we only estimate ~5% to 10% of large employer lives switching. Pharmacy Benefit Managers PBMs’ exposure is dependent on customer mix and health plan relationships. We estimate ~22% of CVS PBM customers are exposed to a potential private exchange transition, ~20% for Express, and ~11% for Catamaran, with a roughly equal 1-2% EPS exposure across the group. To estimate who will “win” on exchanges, we looked at PBM relationships with health plans competing on the exchanges. Comparing share of health plan commercial lives with its PBM market share, we view Express as likely to recapture 94% of lives based on its health plan relationships, followed by CVS (~78%) and Catamaran (~74%). Pricing/profit margin for PBMs should come under some pressure, all else equal. We expect identical programs on an exchange to be ~100 bps less profitable than the same product not offered on an exchange. To prevent margin dilution or improve margins in some instances, PBMs are likely to offer more restrictive programs on their exchange products, including mandatory mail and limited retail networks. Headline risk is more prominent than earnings risk for PBMs in the near term, in our view. While announced moves to private exchanges have pushed PBM shares down by as much as 1-2% for the incumbent for a single account lost, we see earnings risk as minimal in the near-term, with total annual earnings exposure of ~1% for CVS / Catamaran and ~2% for Express. Longer term, if exchanges do capture more momentum, exposure could increase. Exhibit 2 EPS Exposure of PBM Earnings in Next 3 Years Estimated exposure of Employer Book Employer Book % of EPS EPS Exposure over next 5 years CVS 22% 6% 1.1% ESRX 20% 12% 2.2% CTRX 11% 7% 1.2% Source: Company data, Morgan Stanley Research estimates Exhibit 3 Relative Risk of PBMs Based on Script Share and Share of Health Plan Commercial Lives 35% 94% 30% 78% 98% 25% 128% 20% 225% 74% 15% 10% 5% 0% ESRX CVS Est. Share of Adj. Rx CTRX OptumRx Prime Other Est. Share of Health Plan Commercial Lives Source: Company data, Morgan Stanley Research 23 MORGAN STANLEY RES EARCH 2014: The Big Debates December 4, 2013 Large P&C Insurance brokers Marsh & McLennan and AON should be beneficiaries of the move to private exchanges. It seems logical that the rise of private healthcare exchanges benefits the owners and operators of the exchanges. Today’s leaders include benefits consultants Hewitt (owned by AON), Mercer (owned by MMC), and Towers Watson/Liazon (owned by TW). The early exchanges are focused on serving core market segments of the large brokers, including retirees, large employers, and small/medium employers. Current offerings are similar to traditional health insurance offerings and include fully insured and self-insured plans. We hesitate to even call these “exchanges”. However, the power of an exchange resides in its “network-effect” business model: As covered lives and product offerings grow, standardization among products and a blurring of today’s segments should emerge. Exchanges that attract the most buyers and sellers should drive the highest efficiencies for all parties and in turn provide a growing competitive advantage for exchange operator “winners”. We believe AON and MMC all are well positioned in the early days. Private exchanges offer upside optionality for Marsh’s and AON’s long term earnings potential. Determining the earnings impact of exchanges is particularly challenging, as the economic model is shrouded in secrecy and hinges on several assumptions. Key drivers include employee lives covered, revenue per employee, margins, and cannibalization. We note each employee represents 2.5 covered lives once dependents are factored, so our assumption of 30 million lives in 2017 equates to 12 million employees in our analysis. Our analysis assumes two-thirds of exchange clients are existing customers that are converted at a higher margin (25% vs. 15%), while one-third are new clients. The revenue per employee is $250/year, based on our industry research. These assumptions point to potential EPS accretion due to private healthcare exchanges of as much as 7% by 2017 for Marsh and AON, based on the speed of the ramp and market share achieved. Considerable variation exists, but what is clear to us is that private healthcare exchanges offer material “upside” to our long-term EPS forecast for both Marsh and AON. Exhibit 4 Potential 2017 EPS Accretion from Private Exchanges for AON and MMC 9.0% Potential 2017e EPS Accretion From Private Exchanges 8.0% Base Margin: 15% New Margin Estimates: 25% Cannibalization: 67% Revenue Per Employee: $250 7.0% EPS Accretion P&C Insurance 6.0% 5.0% AON MMC 4.0% 3.0% 2.0% 1.0% 0.0% Current AON=330k MMC=75k 500k 1m 2.5m 5m Covered Employees (excluding Dependents) Source: Company Data, Morgan Stanley Research Managed Care Private exchanges represent an opportunity to increase profitability for managed care organizations (MCOs), in our view. Private exchanges, depending on plan design, can offer consumers more choices, encourage individuals to take greater control of their healthcare needs, and enhance employers’ ability to forecast the medical costs of covered populations. Private exchanges offer an opportunity for MCOs increase the profitability of legacy commercial members. Specifically, managed care companies will benefit from private exchanges if lives that were previously self-insured convert to fully insured products. As background, self-insured or Administrative Services Only (ASO) offerings are low-revenue, high-margin products, while fully insured products are high-revenue, low-margin products. As such, private exchanges are likely to represent a margin headwind but earnings tailwind. Notably, Aetna recently suggested that fully insured membership typically generates four to five times the profit contribution when compared to selfinsured membership. Interestingly, Aetna management also highlighted that the membership number on private exchanges was likely less relevant than the revenue contribution. Exhibit 5 Current ASO Exposure ASO Lives % of Total ASO Mkt AET CI HUM UNH WLP 12,769 11,023 1,161 19,010 20,124 16% 14% 1% 24% 25% Source: Company data, Morgan Stanley Research estimates 24 MORGAN STANLEY RES EARCH 2014: The Big Debates December 4, 2013 Among our covered companies, UnitedHealth and WellPoint have the most ASO lives, representing 24% and 25%, respectively, of the total market, on Morgan Stanley’s estimates. However, Aetna and Cigna see the largest the largest EBIT (20–25%) from self-funded lives. In our conversion analysis, we assume self-funded lives have a monthly fee of $25 and margin of 15% while private exchange lives are roughly four times more profitable with a $350 monthly premium (PMPM) and 5% margin. According to our forecasts, a 10% shift from a self-funded product to a fully-insured product on a private exchange represents a 5% average increase in EPS for 2014e. WellPoint, Aetna, and Cigna will likely be the largest beneficiaries of this potential conversion. Exhibit 6 For MCOs, 10% Move to Private Exchange from ASO Represents ~5% Avg. EPS Tailwind in 2014e 10% of ASO Lives Move Exchange AET CI HUM UNH WLP 1,277 1,102 116 1,901 2,012 Previous EBIT Contribution (ASO) $57 $50 $5 $86 $91 New EBIT Contribution (Exchange) $268 $231 $24 $399 $423 EPS Tailwind $0.38 $0.42 $0.08 $0.20 $0.71 % 2014E EPS 6% 6% 1% 4% 8% Source: Company data, Morgan Stanley Research estimates Stocks mentioned: Covered by Ricky Goldwasser: Catamaran (CTRX, $45.63), CVS/Caremark (CVS, $66.96), Express Scripts (ESRX, $67.35). Covered by Gregory Locraft: AON (AON, $81.64), Marsh & McLennan (MMC, $47.45). Covered by Andrew Schenker: Aetna (AET, $69.93), CIGNA (CI, $87.45), Humana (HUM, $103.99), UnitedHealth (UNH, $74.48), WellPoint (WLP, $92.88). 25 MORGAN STANLEY RES EARCH 2014: The Big Debates December 4, 2013 IT Hardware and Services How Does Cloud Computing Affect Hardware and Services Companies? Morgan Stanley & Co. LLC Katy L. Huberty, CFA Kathryn.Huberty@morganstanley.com Our View Market View Secular headwinds from accelerating cloud computing adoption are offsetting cyclical recovery. Over two-thirds of companies plan to be running workloads in the public cloud by year-end 2014, up form half today, with CIOs expecting public cloud adoption to hit the historically important 20% inflection point by the end of 2014. As a result of the accelerating adoption, IT Hardware and Services revenue is deteriorating faster than expected. Despite improving US and EMEA GDP growth, revenue estimate misses within our coverage universe are widening. Our 2014 revenue growth estimates are below consensus for 12 out of 17 companies within our coverage universe and we model 3% revenue growth on average, below the Street’s 4%. Consensus estimates suggest cyclical tailwinds support better growth in 2014 despite cloud adoption. The Street is modeling accelerating revenue growth for the majority of IT Hardware and Services companies we cover, including structurally exposed legacy vendors like Accenture, EMC, IBM, Teradata, and QLogic. Our growth estimates for 2014 are below consensus for each of these names. We are more positive on Apple, HP, and Western Digital, where we see more limited risk from cloud adoption and lower valuation multiple risk. While our 2014 revenue growth estimates are in line with the Street’s, our EPS estimates are ahead of consensus for each of the three companies. We Are EW or UW All Names with 80%+ Revenue at Risk Due to Cloud Computing We are most concerned about IT Hardware and Services stocks with both: (1) high revenue at risk of disruption from cloud computing, and (2) valuation multiple risk. Exposure to Cloud Risk vs. 2014 EV/FCF 30.0 25.0 NCR (EW) CTSH (EW) 20.0 Higher Risk IBM (EW) 15.0 TDC (UW) EV/FCF CDW (EW) ACN (EW) QLGC (UW) HPQ (OW) NTAP (EW) EMC (EW) 10.0 STX (EW) AAPL (OW) LXK (UW) Lower Risk BRCD (EW) WDC (OW) 100% 90% 80% 70% 60% 5.0 0.0 10% % of Revenue at Risk to Cloud Adoption Source: Thomson Reuters (price data), Morgan Stanley Research Share prices as of Nov 29: ACN $77.47, AAPL $556.07, BRCD $8.79, CDW $22.30, CTSH $93.89, EMC $23.85, HPQ $27.35, IBM $179.68, LXK $35.37, NCR $34.95, NTAP $41.25, QLGC $12.41, STX $49.04, TDC $45.64, WDC $75.04 26 MORGAN STANLEY RESEARCH 2014: The Big Debates December 4, 2013 We see accelerating public cloud adoption posing a threat to legacy hardware vendors. Cloud computing eliminates the need for on-premise hardware infrastructure, while many cloud providers like Amazon Web Services (AWS) mostly procure their compute hardware directly from component vendors or ODMs. We also see risk to traditional IT services providers as compute moves off-premise, pressuring implementation spend, and IT asset management revenue is redistributed from system integrators to cloud providers. Our proprietary survey work indicates 72% of companies expect to run some workloads in the public cloud by the end of 2014, up from half today. Workload migration is also accelerating, with adopters running 18% of workloads in the cloud, which is expected to exceed 20% by the end of 2014, a historical inflection point in other technology markets. Exhibit 2 Improving GDP Growth in the US Not Reflected in Reported Revenue due to Secular Pressures… US GDP Growth vs. US Revenue Growth within Our Coverage Universe 6% US GDP Growth Coverage Universe US Revenue Growth 5% 4% 3% 2% 1% 0% 4Q12 1Q13 2Q13 3Q13 Exhibit 1 Cloud Adoption Expected to Hit 20% by End of 2014 % of Workloads in Public Cloud (Among Companies Using Public Cloud) 25% Source: Bureau of Economic Analysis, Company Data, Morgan Stanley Research Exhibit 3 22% 23% … with Revenue Shortfalls Skewed to Companies with the Most Cloud Exposure 20% 20% 17% 18% 18% 2013 Revenue Cloud Revenue Average Cloud Miss Risk Revenue Risk 19% 16% 15% 10% 5% 0% End of 2013 Jan 13 Survey Apr 13 Survey End of 2014 Jun 13 Survey Oct 13 Survey Source: Morgan Stanley CIO Survey Structural hit from cloud may be greater than the current cyclical recovery. In July 2013, we saw growing signs of a cyclical recovery that started in the US and extended more recently to Europe. Despite improving GDP, US revenue growth deteriorated modestly from C2Q13 to C3Q13 and came in below our expectations. Because many early adopters of cloud computing are US-based, we view the step back as a sign of cloud adoption offsetting the cyclical recovery. The companies with the biggest revenue shortfalls compared to our original January 2013 estimates are: Teradata (missed by 10%), Brocade (missed by 8%), and IBM (missed by 6%). Accenture, NetApp, and QLogic also missed revenue by 3% or more. These make up six of the nine names we estimate have the greatest (80%-plus) revenue threat from cloud computing. Overall, our industry view is Cautious. TDC BRCD IBM ACN QLGC NTAP STX EMC NCR HPQ CTSH LXK WDC -10% -8% -6% -4% -3% -3% -1% -1% 0% 1% 4% 5% 5% 96% 89% 95% 87% 100% 90% 65% 96% 87% 73% 90% 69% 65% 92% 76% Source: Company Data, Morgan Stanley Research Potential Catalysts Throughout 2014 New service launches from Infrastructure as a Service (IaaS) providers. The IaaS market is rapidly evolving, with exponential growth in new service and feature launches by AWS and aggressive expansion in competitive offerings from Microsoft, Google, Verizon, etc. End of 2014 We expect public cloud workload penetration to reach 20%, a historical inflection point in other technology markets. 27 MORGAN STANLEY RESEARCH 2014: The Big Debates December 4, 2013 Machinery Will the US Non-Residential Construction Market (Finally) Recover in 2014? Morgan Stanley & Co. LLC Nicole DeBlase Nicole.DeBlase@morganstanley.com Our View We believe that the US Non-Residential Construction market should finally show signs of recovery in 2014. We believe a dearth of new housing subdivision build-out has been largely responsible for the absence of a Non-Resi pickup: the Non-Resi infrastructure to support existing communities has already been constructed. Our analysis shows that active community growth, as reported by the US Homebuilders, has remained essentially flat over the past several years. The good news is that this metric is ticking up as of 3Q and the homebuilders are forecasting in active communities (and plan to invest in new land) during 2014. Market View Investors are generally positive on the outlook for NonResi, but we think sentiment has moderated amid disappointing Resi data. For the past two years, investors have hitched their wagons to hopes of a US Non-Resi recovery. This has seemed rational — it remains one of the few Capital Goods end markets that has yet to benefit from the ongoing economic recovery. While history tells us that Non-Resi Construction investment growth should follow Resi, a basic analysis of the typical Resi / Non-Resi lag (~18 months) indicates that Non-Resi should have picked up already — which has frustrated many investors. How Do We Prefer to Play It? Terex Remains Our Top Pick and a Morgan Stanley North America Best Idea, but We Believe All Three Machinery Non-Resi Names Are Well Positioned Although we continue to prefer TEX for its ”self-help” angle as we wait for more concrete signs of a recovery, we note that all three of our Non-Resi exposed stocks under coverage (Terex, Manitowoc, and United Rentals; see Exhibit 4) are well-positioned to benefit if a Non-Resi recovery materializes in 2014-15e. Although these stocks have outperformed the broader Machinery group in 2013, only URI has outperformed the S&P 500 YTD and we believe that Non-Resi sentiment has tempered given a lack of improvement YTD. Based on our conversations with investors, we believe the market is only pricing in a modest recovery in 2014e, which is consistent with more conservative Machinery company commentary to date. Our Base case calls for mid-single digit growth in US Non-Resi spend during 2014e, which translates to ~10% growth for Machinery OEMs using a ~2x multiplier (consistent with historical norms, due to inventory adjustments). For the past two years, investors have anticipated a US Non-Resi recovery. This makes sense to us, as US NonResi investment remains 15% below prior peak levels and is only 12% above the most recent trough, making it one of the most depressed end markets in US Capital Goods. Moreover, history tells us that Non-Resi Construction investment growth should follow Resi. A greater number of new housing subdivisions require infrastructure to support the new communities. Our analysis shows that Non-Resi spending typically lags Resi expenditure by 18-24 months. In Exhibit 2, we have plotted Y/Y growth in US Resi spend against US private Non-Resi spend, excluding the power and manufacturing categories (given that these tend to be volatile and show far less correlation with Resi trends). This basic analysis implies that a Non-Resi recovery should now be underway, so we understand investor frustration with the Non-Resi recovery thesis – to date it simply has not played out. Resi indicators positively inflected in late 2011 (growth in Resi construction spending and housing Exhibit 1 US Non-Resi Construction Investment Remains Depressed Relative to Other Industrial End Markets -60% -40% -20% 0% 20% 40% 60% US Resi Construction US Non-Resi Construction Tools & Appliances US Ag Equipment Power Generation HVAC & Refrigeration Fire & Security Electrical Equipment Aerospace & Defense Flow Control Median (ex Resi/Non Resi) Total Ex-Construction Utility T&D Auto Truck Healthcare Oil & Gas Mining Source: Company Data, Census Bureau, Morgan Stanley Research 28 MORGAN STANLEY RESEARCH 2014: The Big Debates December 4, 2013 Exhibit 2 monitor monthly construction data and company orders for more concrete evidence that the recovery is underway. Historically, Non-Resi Investment Growth Has Lagged Resi by 18-24 Months… Total Resi Exhibit 3 Total Non-Resi …but Subdivision Growth Has Been Muted 40% 30% TOL Number of Selling Communities 20% 350 10% 300 0% 250 -10% 200 50 However, it is possible that a dearth of new subdivision build-out has been responsible for the lack of Non-Resi pickup to date. We have asked all Machinery companies with Construction exposure for their best explanation as to why the Non-Resi recovery has yet to materialize. One of the more interesting theories (set forth by Deere management) suggested that to date, US homebuilders have focused on completing previously started subdivisions rather than opening new communities. From a Non-Resi perspective, the issue is that the Non-Resi infrastructure to support existing communities has already been built. Our analysis supports this explanation. Y/Y growth in community count and Non-Resi ex2 penditure have shown a strong correlation (R = 0.78). 2012 2013E 2011 2010 2009 2008 2007 2006 2005 2004 2000 starts have been positive since September 2011). If we apply an 18-month lag, this implies that Non-Resi Construction investment should have picked up already. Clearly, this is not the case, with public Non-Resi construction spending still declining as of the most recent release, crane sales more than 40% below peak levels, and company commentary still a bit cautious (though improving in 3Q13). 2003 0 Source: Census Bureau, Morgan Stanley Research 2002 2013 2012 2011 2010 2009 2008 2007 2006 2005 2004 2003 2002 2001 2000 1999 1998 1997 100 1996 -40% 1995 150 1994 -30% 2001 -20% Source: Census Bureau, Toll Brothers, Morgan Stanley Research E = Company Estimate All three of our Non-Resi exposed stocks should work in the case of a robust Non-Resi recovery in 2014e. We continue to prefer Terex (TEX, $36.32) while we wait, given the ”self-help” angle in addition to Non-Resi exposure. However, we are becoming more positive on our other Non-Resi names, United Rentals (URI, $68.73) and Manitowoc (MTW, $20.59). We believe that sentiment has moderated, as Resi data points have disappointed (new home sales have come in below expectations since the summer). However, we see potential for the ”Non-Resi hope trade” to soon reignite as investors think about stock positioning for 2014. Exhibit 4 URI, TEX and, MTW Have the Highest Non-Resi Construction Exposure in Our Universe 60% 56% 50% 40% 30% Since the trough, the number of active communities has essentially remained flat. According to Toll Brothers data (available since 2000), the total number of selling communities has remained flat since the trough, hovering around 200304 levels. While we don’t have the metric going as far back for some of the other homebuilders, we note that Lennar and KB Home have both shown relatively flattish active community count since 1Q11 as well. The good news is that homebuilders are growing their active communities, and were very bullish during 3Q earnings season. After reading through the transcripts of six of the largest US Homebuilders, we see clear potential for community count growth to turn positive Y/Y in 2014e. To this point, the homebuilders that report total active communities on a quarterly basis have already begun to note a positive inflection. While we find this encouraging, we continue to 19% 20% 8% 10% 0% 0% AGCO JOY 10% 22% 10% 0% PH DE Total CAT MTW TEX URI US Source: Company Data, Morgan Stanley Research Other Potential Catalysts Third Wednesday of each month AIA’s Architectural Billings Index results, an important lead indicator for US Non-Resi Construction markets. First business day of each month US Census Bureau’s Private/ Public Construction data is released, which provides put-in-place results for both Resi and Non-Resi markets. 29 MORGAN STANLEY RESEARCH 2014: The Big Debates December 4, 2013 Multi-Industry How Much Operating Leverage Is Left This Cycle? Morgan Stanley & Co. LLC Nigel Coe Nigel.Coe@morganstanley.com Our View Market View Margin performance for Industrials has been remarkably strong over the last several years, and 2013 marked a continuation of this theme. Indeed, 2013 saw an even starker bifurcation between the cadence of margin expansion and declining organic growth rates. This phenomenon can be attributed predominantly to strong pricing against material input deflation, in addition to internal productivity initiatives and restructuring payback (among other incremental factors). However, the major debate heading into 2014 is “How much operating leverage is left this cycle?” — given that the majority of Electrical Equipment/Multi-Industry companies under Morgan Stanley’s coverage are already operating above prior peak core margins. Early indications from companies providing frameworks for 2014 guidance suggest the risk of softer operating leverage in 2014 and perhaps beyond, driven by waning price/cost benefits and the need for internal growth investments, against expected offsets from restructuring payback and pension tailwind. Therefore, we believe a key driver of relative performance in 2014 will be the divergence in operating leverage at the company level. As such, investor focus will likely remain focused on genuine ‘Self-Help’ stories that have the potential to drive superior EPS growth. Our top picks here are Tyco, Danaher, Eaton, and Honeywell. Exhibit 2 8 8% 6 7% 4 6% 2 5% 0 4% -2 Source: Company Data, Morgan Stanley Research We are keenly aware of the concerning bifurcation between EE/MI core margin expansion (up 240bps, 2009-13e) and decelerating organic growth (+8.7% in 2010 vs. 1.8% 2013e). Impressive operating leverage to date is largely attributable to sustained price/cost benefits — as highlighted above in our Jun-14 Mar-14 EEMI Organic Sales Y/Y (RHS) -8 -10 Dec-13 2013e Jun-13 EEMI Core OM Expansion (LHS) 2012 Sep-13 2011 Mar-13 2010 -6 Dec-12 0% Jun-12 1% 0% -4 Sep-12 2% Mar-12 3% 1% Dec-11 1% 9% Jun-11 2% Price/Cost Has Been a Major Margin Tailwind, but Gap Is Narrowing Amid Incipient Material Inflation Sep-11 10% Sep-10 2% Mar-11 EEMI Core OM Expansion vs. Organic Sales Growth Dec-10 Exhibit 1 We do not believe the market is really focused on this issue. We clearly sense a feeling that margins are at very high levels, but the prevailing view is that with volumes increasing, capacity utilization levels benign, and pension costs tailing off (as discount rates rise and plan deficits narrow) then the likelihood is that margins should continue to expand. The market has been favoring shares of companies with self-help themes, either through operational improvement and/or capital allocation optionality. But this is largely due to macro uncertainty putting a premium on “EPS growth from anywhere”, so there is a risk that this trade could fall out of favor if industrial production does accelerate as lead indicators — including our proprietary Capital Goods Momentum Index (CAPMI) — suggest it should. However, with 50-100bps of tailwind from price/cost benefits over the past two years likely to narrow sharply, we believe companies that can continue to drive above-average operational leverage, via process improvements, footprint simplifications etc, should continue to outperform. Source: BLS, Morgan Stanley Research proprietary Cap Goods Gross Margin Barometer (Exhibit 2), which represents the gap between price and input cost inflation. 30 MORGAN STANLEY RESEARCH 2014: The Big Debates December 4, 2013 We further highlight the notion of productivity and internal initiatives to bolster bottom-line performance, displaying the consistent improvement in average revenue per employee across our coverage universe. premium, and we believe a key debate for Industrial Conglomerates in 2014 will be the ability to continuously expand margins amidst what is shaping up to be another year of relatively soft market growth (communicated estimates to date imply 3-5% global end market growth in 2014e). Exhibit 3 Average Revenue per Employee Up 12% (2009-12) Exhibit 5 Guidance Framework to Date Implies Earnings / Revenue Multiplier Trending Notably Lower in 2014 275 6.0x 250 5.0x 4.0x 225 3.0x 2.0x 200 2009 2010 2011 2012 1.0x EE/MI Average Revenue Per/Employee ($'000s) 0.0x 2010 Source: Company Data, Morgan Stanley Research 2011 2012 2013e 2014e* EPS Grow th vs. Revenue Grow th Multiplier However, in line with management commentary calling for a more challenging pricing environment in 2014, we estimate that price/cost will trend closer to neutral through C2014. Moreover, core margins could face additional headwinds from the need for internal growth investments to support future growth. As such, with the majority of companies under coverage already operating ahead of prior peak core margins, we ask the question: How much operating leverage is left through the balance of this cycle? Exhibit 4 2013e Core Margins Are 80bps Ahead of Prior Peak 6% Core OM (2013e) vs. Prior Peak 4% 2% 0% Therefore, we believe that investors must focus on the potential for above average operating leverage through the balance of the cycle via ‘Self-Help’ stories that have the potential to drive superior EPS growth. Our top picks in 2014 under this scenario include: Tyco International (TYC, $38.14) Aggressive three-year margin targets for savings from productivity, IT consolidation, sourcing initiatives, and real estate square-footage reduction; leverage to a potential Non-Resi construction recovery. Danaher (DHR, $74.80) Potential upside to 2014 consensus numbers via EPS tailwinds from capital deployment ($8-10 billion could add $1 incremental EPS, we estimate), restructuring benefits and margin recovery/expansion at Test & Measurement, Life Sciences & Diagnostics, and Dental. -2% -4% -6% -8% AME HON HUBB LII DOV ITW DHR ETN EMR Median ROK IR UTX RBC MMM SWK GE SPW -10% -12% Source: Company Data, Morgan Stanley Research * 2014e includes guidance framework; comprises MS estimates for SWK, EMR, ROK, TYC and the mid point of guidance for GWW. Source: Company Data, Morgan Stanley Research Early indications from companies providing a framework for 2014 guidance suggests that recent improvements in the earnings / revenue growth multiplier for industrial names could shrink into 2014, with upward pressure from tax rate an additional factor unless Congress extends important credits such as R&D and accelerated depreciation. This indicates that operating leverage going forward is more likely to come at a Eaton (ETN, $72.66) We look for Cooper synergies; leverage to Non-Resi construction and short-cycle industrial recovery; modest pension tailwind; relative multiple expansion. Honeywell (HON, $88.51) Continued roll-out of Honeywell Operating System, Functional Transformation, Organizational Effectiveness, and Velocity Product Development could drive margins 3ppts higher over the next five years. We also see clear upside potential to consensus numbers. 31 MORGAN STANLEY RESEARCH 2014: The Big Debates December 4, 2013 REITs — Single-Family Rentals Is Buy-to-Rent on an Institutional Scale a Sustainable Business or a Trade? Morgan Stanley & Co. LLC Haendel St. Juste Haendel.StJuste@morganstanley.com Our View Market View Institutional buy-to-rent is a sustainable business that could grow from $20 billion to over $100 billion and generate 10%-plus ROIC. While initial net yields (~5-6% after capex) may fall short of WACC, we believe buy-to-rent (BTR) should be evaluated on a total return basis. In the near-term, we expect home price appreciation (HPA) to augment cash flow and drive ROIC above 10%. In the long run, while HPA should be less of a tailwind, we see upside to rents and expect margin expansion to drive sustainable double-digit ROIC. We think the market underappreciates future growth, HPA, and platform value. The single-family sector currently trades below the marked-to-market value of its homes, and American Residential Properties and Silver Bay even trade below book value (measured at cost). This implies that the market expects the operation of single family rental portfolios to be a valuedestroying business in the long-run. What’s in the Price Single Family REITs Are Trading Below the Marked-to-Market Book Value of Their Portfolios Marked-to-market book value should serve as a valuation floor. Upside comes from creating value via attractive investment yields and cash flow growth over time. The market is pricing in value destruction, not value creation. 30.00 SFR Subsector Trading Below Marked-to-Market Portfolio Value $25.00 26.54 $20.00 $10.00 26.00 -13% -18% $15.00 28.98 ARPI Is Our Top Pick 28.00 +3% $19.50 $15.90 $20.06 $17.38 24.00 24.24 $15.93 $16.49 22.39 22.00 21.80 20.06 21.22 20.00 18.25 $5.00 18.00 Current share price: $17.50 Share Price Marked-to-Market Book Value/sh Equity Book Value/sh (through 3Q13) Mark-to-Market w/ 6% HPA Forecast 4Q17 2Q17 4Q16 2Q16 4Q15 2Q15 4Q14 2Q14 4Q13 AMH 2Q13 ARPI 4Q12 SBY 2Q12 16.00 $0.00 Mark-to-Market w/ 4% HPA Forecast Mark-to-Market w/ 8% HPA Forecast Source: Company Data, Thomson Reuters, Morgan Stanley Research NOTE: SBY is not covered by Morgan Stanley Research; data are company data Total returns are attractive. While bears point to initial net yields below WACC, we believe BTR investments must be evaluated on a total return basis, as HPA and NOI growth are key to the story. In the near term, we believe HPA could comprise over half of the total return (home prices nationally are up 13% YTD in 2013, and Morgan Stanley’s Housing Strategy team forecasts 4-6% HPA in 2014), driving 10%-plus ROIC. In the long run, HPA will normalize and cash flow yields should become an increasingly important piece of the total return puzzle, but we expect ROIC to remain 10%-plus given material rent upside and cost efficiency opportunities. Rent upside looks material given: (1) Lack of data and institutional presence in the BTR market to date has resulted in sub-optimal rents; (2) We expect operators will shift from a “get the homes occupied” mentality to an “optimize the revenue” mentality once portfolios stabilize; and (3) Tenant “stickiness” will likely allow BTR operators to push rents on renewal. We think the opportunity to improve efficiency is underappreciated. As the industry moves out of its acquisition phase, it will likely devote more resources (and years of experience) to cost management. Similar to Multifamily’s evolution over the last decade, we think there is a material opportunity for operational improvements in Single Family, particularly with technology. 32 MORGAN STANLEY RESEARCH 2014: The Big Debates December 4, 2013 Early 2014 We think the second securitization deal will materialize in early 2014 (or perhaps even late 2013). We believe the evolution of a securitization market is critical, as it boosts portfolio growth potential, decreases cost of capital, and widens the gap between the “haves” and “have-nots.” Last Tuesday of each month Case-Shiller HPA data is the primary driver of single family rental portfolio values today. Each month that Case-Shiller indices move higher, the marked-to-market value of portfolios (which we believe is the value of SFR REITS to shareholders in a bear case) moves higher. Exhibit 1 Long-Run Unlevered Total ROIC in Double Digits Exhibit 2 Homeownership — In Secular Decline? US Rental Inventory US Homeownership Rate 70% 45M 69.2% 69% +12% 68% 40M 67% 66% LT Avg. 65.5% 35M 65% 65.0% 64% 30M 63% 63.7% 63% 62% 25M 61% 60% 59% 20M 4Q15E Early 2014 and forward All of the SFR REIT portfolios will have had at least one year of operating history, and we will begin to be able to measure Y/Y same-store-growth, tenant retention, renewal rent growth, etc. This should start providing “proof” rather than just “hope” that the SFR story will play out. Accordingly, we think valuation will start to reflect more favorable long-term BTR return expectations. ness that is new, and therefore, we think there is a substantial opportunity for SFR REITs to be consolidators as well. Given these drivers, we would not be surprised to see institutional buy-to-rent operators accumulate in excess of $100 billion of single family homes (vs. ~$20 million today). 4Q90 4Q91 4Q92 4Q93 4Q94 4Q95 4Q96 4Q97 4Q98 4Q99 4Q00 4Q01 4Q02 4Q03 4Q04 4Q05 4Q06 4Q07 4Q08 4Q09 4Q10 4Q11 4Q12 Potential Catalysts Source: US Census, Morgan Stanley Research Securitization is a game-changer. Blackstone’s Invitation Homes recently issued the first bonds secured by single family rental income, and we expect securitization to become an option for other large and high quality operators as well. We believe this will provide an avenue for faster growth at a lower cost of capital. The Blackstone deal priced favorably (LIBOR +165), making securitization debt capital look even more attractive those who are able to do deals. Total Return on Investment 14.0% 12.3% 12.0% 10.5% 9.8% 10.0% 9.0% 9.2% 9.4% Y4 Y5 Y6 9.9% 10.2% 10.5% 9.7% Y7 Y8 Y9 Y10 8.0% 6.0% 4.0% 2.0% 0.0% Y1 Y2 Y3 NOI Yield (Economic) Home Price Appreciation Source: Company Data, Morgan Stanley Research Long runway for growth. Home ownership has been declining steadily, and we expect it to continue to decline as the rise of rentership remains a secular phenomenon. Gross yields also remain attractive today despite broad-based HPA, as competition from single family rental bidders who were initially showing up just for a short-term trade has cooled off. As such, SFRs’ acquisition appetite remains robust (especially now in the Midwest and Carolinas), and supply remains plentiful with 4.1 million ($650 billion) distressed mortgages in the US today. Finally, we note that buy-to-rent is not a new phenomenon, as “Mom & Pops” have been renting single family homes for decades. It is the institutionalization of the busi- We prefer American Residential Properties (ARPI, $17.56) to play the buy-to-rent-thesis. We think ARPI offers the best risk-reward in the space. We argue that three key factors differentiate SFR operators: (1) management structure; (2) operating experience; and (3) Scale. ARPI is internally managed, has industry-leading operating experience, and is growing rapidly in scale. We think this makes ARPI a topquality operator poised to be a long-term value creator in the space; despite this, ARPI currently trades 13% below markedto-market portfolio value and 5% below book value. Exhibit 3 We Recommend ARPI to Play Buy-to-Rent Thesis Homes Owned Top Markets American Homes 4 Rent American Residential 21,267 5,440 Silver Bay 5,575 1. Dallas-Fort Worth (8%) 2. Indianapolis, IN (8%) 3. Atlanta (6%) 1. Phoenix (28%) 2. Houston (17%) 3. Dallas (10%) 1. Phoenix (26%) 2. Tampa (16%) 3. Atlanta (16%) 81% Current Occupancy 68% 75% Stabilized Occupancy* 97% 92% (not comparable) 95% Avg. Investment/Home $165,985 $144,569 $134,956 Avg. Square Feet 1,969 1,662 1,676 Avg. Age of Home 11 19 26 Management Structure Internal Internal External SFR Experience Since: 2011 2008 2009 Source: Company Data; Note: Stabilized occupancy is occupancy on homes available for rent 90+ days for AMH and SBY, vs. homes owned 6+ months for ARPI. 33 MORGAN STANLEY RESEARCH 2014: The Big Debates December 4, 2013 Semiconductors Will There Be Consolidation in the Wireless Baseband Market in 2014? Morgan Stanley & Co. LLC Morgan Stanley Asia Limited+ Joseph Moore Joseph.Moore@morganstanley.com Bill Lu Bill.Lu@morganstanley.com Morgan Stanley & Co. International plc+ Francois Meunier Francois.Meunier@morganstanley.com Our View Market View We think Qualcomm and MediaTek continue to gain share of their respective markets, and that other companies in our coverage are overspending relative to the opportunity, in aggregate. As a result, we believe R&D in the space will likely come down in 2014 whereas consensus expects increased investment from most participants. Collectively, we think that participants excluding the top two are spending close to 100% of potential 2014 revenues on R&D, for a market where the leader only has 16% operating margins. From our perspective, Broadcom appears to have the strongest case to reduce investment, though management has been adamant that they will not. MediaTek and Qualcomm are the clearest beneficiaries; Broadcom could be a beneficiary as well, but likely not before mid-2014. Consensus is mostly bearish on the baseband opportunity away from the two leaders, but sees little chance that anyone pulls back on investment. It is possible that consensus is correct, as every company in our coverage is adamant that they will not back down. But, typically, this is true until it isn’t, as managements need to be fully committed to customers and employees until they decide to pull back. Companies that have exited baseband in the last five years have in some cases outperformed some of those that have continued to invest (with the exception of Qualcomm and MediaTek). We don’t expect the smaller market share vendors in baseband to spend 100% of revenue on R&D in perpetuity, and see potential restructuring value across the group. The Industry ex-Qualcomm and MediaTek Is Collectively Over-Investing in Baseband Qualcomm currently stands as the dominant player in high-end, and MediaTek is strong in the China smartphone market — we expect both to continue gaining share within their respective core markets. This implies that the alternative vendors are spending nearly 100% of 2014 revenues on R&D for an uncertain profit pool. Significant Over-Investment In Baseband (Excluding Qualcomm and MediaTek) Qualcomm Revenue MediaTek Revenue All Other Baseband Revenue All Other Baseband R&D $14,000.0 $12,000.0 $10,000.0 $8,000.0 $6,000.0 $4,000.0 $2,000.0 $2011 2012 2013 2014 Source: Company Data, Morgan Stanley Research Estimates 34 MORGAN STANLEY RESEARCH 2014: The Big Debates December 4, 2013 Every major participant other than Qualcomm and MediaTek likely lost share in 2013, which was also the case the prior three years. Trends in the smartphone market that lead to this situation show no sign of abating — we see continued concentration of market share at the high end toward Apple and Samsung, continued proliferation of white box manufacturers in emerging markets, migration to LTE (while LTE becomes more competitive in 2014, Qualcomm is likely to maintain higher LTE share than overall share), and an increasingly risk-averse supply chain in the larger flagship phones. All these dynamics are likely to shrink the portion of the pie accessible to everyone else. More chip suppliers than profitable high-end customers. Apple and Samsung dominate the high end and are in turn almost entirely served by Qualcomm (other than the low end of the Samsung business which is intentionally diversified). Samsung may have interest in vertically integrating its own baseband down the road. MediaTek has been extremely successful in the proliferation of the sub-$100 smartphone market in China through a model of servicing the needs of those customers and intense focus on low prices, a model we don’t think US companies can replicate. Intel, Broadcom, Marvell, NVIDIA, and ST Micro could individually be successful, but we argue that collectively they are overinvesting to capture the relatively small remaining piece of the pie. as they continue to monetize the Renesas investment. We believe Broadcom shares have potential upside should they act on these concerns, as our work indicates the nonwireless businesses are currently worth more than the overall valuation of the company. As potential becomes clearer over the course of 2014, we could see either market success or reduction in spending levels. Intel is highly unlikely to back down, in our view, though it ultimately could make more money providing foundry services to Qualcomm. For NVIDIA, we see a clear financial case to reduce investment materially, but we think that is unlikely given the strong stock price performance this year and substantial management optimism about Icera prospects. Baseband Market Share Likely to Consolidate Baseband Market Share Qualcomm Mediatek Intel ST Microelectronics Broadcom Spreadtrum Others Total 2012 60% 10% 9% 5% 4% 4% 9% 100% Source: Gartner, Morgan Stanley Research Estimates Collectively, the five largest baseband participants excluding Qualcomm and MediaTek are investing over $3 bn in baseband R&D for a likely $3 bn revenue opportunity in 2014. Qualcomm’s QCT business, despite leading share, only has 16% operating margins. The potential profit pool here does not seem to justify this level of investment. We see multiple reasons for companies to stay around that don’t change the bigger-picture questions. In our view: Intel needs baseband success to drive x86 into the smartphone market; Broadcom needs baseband success to protect combo share; NVIDIA needs baseband to promote Tegra. Further, carriers and handset vendors are incented to exaggerate the opportunity open to Qualcomm alternatives. Who blinks in 2014? Quite possibly no one, and the industry would likely simply absorb heavy losses. However, in our US coverage universe, there are several companies that offer substantial accretion from expense reduction: Broadcom may have the greatest sense of urgency given both financial and stock price performance and could benefit from substantial R&D cuts, though we don't see an exit Potential Catalysts: Mobile World Congress, February 24-27 Will see several new smartphone designs and get data points on who is getting traction with which customers. Flagship phone launches Expect Galaxy S5 announcement in late 1Q, and the iPhone 6 in September; we see a high probability that Qualcomm continues to be in all models. Entry into the LTE markets Qualcomm dominates today; most other participants should be shipping LTE over the course of 1H14. In our coverage, this includes Intel (thin modem only) in 1Q, Broadcom (the Renesas part, either late 1Q or early 2Q), and NVIDIA in 1H. MediaTek will have thin modems in early 2014 and integrated parts in 2H14. Stocks mentioned: Covered by Joseph Moore: Broadcom (BRCM, $26.69), Intel (INTC, $23.84), NVIDIA (NVDA, $15.60), Qualcomm (QCOM, $73.58). Covered by Bill Lu: MediaTek (2454.TW, NT$436) 35 MORGAN STANLEY RESEARCH 2014: The Big Debates December 4, 2013 Software Convergence to a Digital Marketing Suite in 2014? Morgan Stanley & Co. LLC Keith Weiss Keith.Weiss@morganstanley.com Our View Market View After aggressive consolidation over the last two years, we expect 2014 to be the year when a comprehensive Digital Marketing suite emerges. The spoils will go to the vendor(s) able to effectively integrate acquired pieces into a holistic solution. We view Salesforce.com (CRM, $52.09) and Adobe Systems (ADBE, $56.78, covered by Jennifer Lowe) as the best ways to play this theme — we believe they are best positioned based on their focus on the space, brand equity, and experience managing acquisitions. Although many of the leading standalone entities have already been acquired, continued consolidation is a possibility (we note that we are unaware of any potential transactions). Many executives still perceive Digital Marketing as email with some social, mobile and search functionality provided by disparate, small vendors. The category for Digital Marketing tools started out as simple email and today is still dominated by email, albeit with more advanced audience targeting, and features for social/mobile outreach and search optimization. It remains too early in the market development to see convergence to a suite. Thus, best-of-breed, point solution providers continue to be successful, exemplified by consensus estimates for 32% growth for Marketo, 19% for Responsys, and 22% for Marin Software for CY2014. Chasing a $50 Billion Global Opportunity Marketing Automation Tools Represent a Large Addressable Market with Secular Growth Drivers 2012 Total US Marketing Spend (in $B) Digital Marketing as % of Total Marketing Spend Implied US Digital Marketing Spend (in $B) 2012 2017 CAGR Gartner Marketing Automation Forecast $3.6 $9.5 21% $200 25% $50 Employee labor costs Implied US Spend on External Tools (in $B) 40-60% $25 IDC Marketing Automation Forecast $4.7 $7.2 9% Estimated Global Spend on Digital Marketing Tools (in $B) $50 MS Digital Marketing Tools Forecast $50 $65 5% Source: IDC, Gartner, Morgan Stanley Research Digital Marketing tools are a broad and complex market. The primary difference between our estimate for addressable market size of Digital Marketing software and those of IDC and Gartner is a much broader view of the market’s definition. As shown in Exhibit 1, there are many areas within Digital Marketing, and each one requires a separate set of tools. For example, we estimate Salesforce.com’s Marketing Cloud only addresses 58% of all possible functionality today. The Digital Marketing software industry has been highly fragmented, but we’ve seen rapid consolidation over the last 3 years. In Exhibit 2 (next page), we outlined some of the biggest deals within the Digital Marketing category, which total over $10 billion, with ~$9 billion happening just in the last three years. Given the current fragmented functionality, attractive potential size of the market, and high spending interest from enterprises, we would expect further consolidation, led by large, established players aiming to establish a leadership position for the convergence to a Digital Marketing Suite. Exhibit 1 Digital Marketing Tools Address a Broad Set of Functionality % of Digital Marketing Spend per Category Digital/Online Advertising 12.5% Content Creation/Management 11.6% Search Marketing (incl. Paid Search) 10.7% Design, Development of Corporate Websites 10.7% Email Marketing 9.6% Analytics 9.5% Social Marketing 9.4% Mobile Marketing 7.4% Commerce Experiences (Marketing-led) 7.2% Video production 5.9% Company Blog 5.3% Others 0.2% Source: Company Data, Morgan Stanley Research 36 MORGAN STANLEY RESEARCH 2014: The Big Debates December 4, 2013 Consolidation could be driven by size and importance of the opportunity, as well as end-user demand. With the ongoing secular shift of marketing budgets toward digital initiatives, combined with the growing importance of an effective digital marketing strategy, many software vendors have entered the space through acquisitions (a faster and often cheaper route than organic product development) Over the past several years, digital marketers have been forced to become technologists, having to integrate functionality from multiple solutions sourced from numerous point product vendors into a set of workflows/business processes their companies could use. We believe many marketers would be willing to sacrifice some leading-edge functionality in return for integrated workflows and a unified data set across the various elements of the digital marketing landscape. Larger software vendors have seized the opportunity to provide integrated marketing suites to this user base, allowing digital marketers to return to their core competency — marketing. Exhibit 2 ~$9 Billion of Digital Marketing M&A Since 2011 Acquirer Adobe ExactTarget IBM Oracle Salesforce.com Teradata Target Demdex Efficient Frontier Neolane Omniture Pardot Coremetrics Tealeaf Unica Collective Intellect Eloqua Endeca Involver Vitrue ExactTarget Buddy Media Radian6 Aprimo Date Jan-11 Nov-11 Jun-13 Sep-09 Oct-12 Aug-10 Jun-12 Aug-10 Jun-12 Dec-12 Oct-11 Jun-12 Jun-12 Jun-13 Jun-12 Mar-12 Jan-11 Size (in $M) N/A $375 $600 $1,800 $96 $600 N/A $480 N/A $810 $1,000 N/A $300 $2,500 $689 $326 $525 Source: Company Data, Morgan Stanley Research Exhibit 3 Sales and Marketing Expected to See Biggest Budget Increases IT Budget: Increase by line of business in CY13 vs. CY12 ("1" being biggest spending increase and "10" smallest increase) 7.0 6.0 5.0 5.9 6.1 Finance HR 5.3 4.3 4.5 Sales Marketing 4.7 4.0 3.0 2.0 Consolidation has to be followed by integration, which is why we see 2014 as the pivotal year for emergence of a leading marketing automation suite. After aggressive M&A over the last two years, we believe acquirers such as Adobe, IBM, Oracle, and Salesforce.com now have the necessary critical mass of product functionality to put forward an integrated suite of Digital Marketing tools. The key differentiator will be how well all the acquisitions are integrated technologically, as well as the effectiveness of communicating a cohesive Digital Marketing suite message to the target market audience. We view offerings from Salesforce.com and Adobe as best positioned, due to their deep product functionality, widely recognized brand equity with marketers, deep focus on the digital marketing industry, and prior experience of acquisition integration. Standalone vendors can continue to be successful due to large addressable market, but will need to maintain a rapid pace of differentiated innovation, in our view. The $50 billion estimated addressable market provides ample opportunity for many vendors to be successful, which helps the standalone Digital Marketing vendors. Going forward, however, we believe the independent software providers will have to aggressively invest in R&D to keep up their pace of innovation and ensure significant differentiation from the integrated suite providers. Potential Catalysts Further M&A Among the traditional consolidators there are still many functionality gaps within their Digital Marketing product suites, which could conceivably be filled in through M&A of private and public companies. Adobe Digital Marketing Summit, March 2014 Adobe’s annual Digital Marketing Summit in Utah is an annual gathering of 5000 digital marketers. Last year Adobe started to showcase an ERP for Digital Marketing, and we expect to see further progress in March. Salesforce.com Dreamforce, October 2014 With the acquisition of ExactTarget, Salesforce.com added much of the functionality that was missing from its Marketing Cloud. At this year’s Dreamforce we saw many examples of how the products could be integrated, and next year we expect to see how it was all actually orchestrated. 1.0 Customer Support IT Operations Source: Morgan Stanley CIO Survey. Note: n=75 (US and EU data). 37 MORGAN STANLEY RESEARCH 2014: The Big Debates December 4, 2013 Telecom Services Could Free Cash Flow Pressures Drive Multiple Compression in 2014? Simon Flannery Simon.Flannery@morganstanley.com Morgan Stanley & Co. LLC Our View Market View Free cash flow pressures could drive multiple compression for the sector. We are concerned that several factors will combine to pressure free cash flows in 2014, potentially leading to multiple compression: (1) rising capex / spectrum purchases, (2) rising cash taxes, (3) rising interest rates, (4) rising leverage, and (5) rising competition. Multiples are supported by high dividend yields and hopes for improved profitability. The Telecom sector has lagged the market in 2013, and the Bells’ P/E multiples trade broadly in line with the historical average. Bells’ dividend yields provide downside support, while investors are excited by the opportunities at Sprint and T-Mobile. What’s in the Price Historical Levels Suggest That Higher Payout Ratios Could Be a Risk AT&T + VZ / S&P500 RELATIVE NTM P/E (FY 2) 30% 5.0 RBOC Dividend Yield minus 10 year Treasury Yield 4.5 Mean Spread Sell Bonds Buy Telecom Current Spread: 193 bps 4.0 20% Max Spread: 443 bps 3.5 3.0 10% 2.5 0% 5-Yr Mean Spread: 295 bps 2.0 -10% Current, -11% 1.5 Assume 10 yr yields 3.5% 1.0 Assume 10 yr yields 4.0% -20% Average, -15% -30% -40% Assume 10 yr yields 5.0% Buy Bonds Sell Telecom Current valuations discount secular pressures in wireline, but not wireless competition. CenturyLink and Frontier have cut their dividends, and we believe that Windstream may consider cutting the dividend in February, but with dividend yields near the top of the S&P 500, secular challenges in the wireline industry appear to be largely discounted by the market. While the Bells’ P/E multiples currently trade broadly in line with the historical average, we note that P/E multiples traded at a ~30% discount to the market in the late 1990s / early 2000s, and may not be pricing in the current dynamics of the wireless industry. Morgan Stanley’s Rates Strategy team estimates the 10year Treasury yield will finish 2014 at 3.45%. At the current spreads, AT&T would yield 5.8% (+237 bps) and Verizon would yield 5.0% (+153 bps), suggesting ~12% downside from current levels. However, current spreads are trading at a discount to the 5-year average of ~300 bps, and given that 3 -1 N ov 2 -1 3 -1 N ov M ay 1 -1 2 -1 M ay N ov 0 -1 1 -1 M ay N ov 9 -1 0 -0 N ov M ay 8 -0 9 -0 N ov M ay 7 -0 8 -0 N ov M ay 6 -0 7 -0 Source: Company Data, Morgan Stanley Research, Thomson Reuters, Bloomberg. Priced as of November 29, 2013. M ay N ov 5 -0 6 -0 M ay 3 (2.0) N ov 2 ct -1 O 1 ct -1 O 0 ct -1 O 9 ct -1 O 8 ct -0 O 7 ct -0 O 6 ct -0 O 5 ct -0 O 4 ct -0 O 3 ct -0 O 2 ct -0 O 1 ct -0 O 0 ct -0 O 9 ct -0 O 8 ct -9 O 7 ct -9 O 6 ct -9 O ct -9 5 Assume 10 yr yields 4.5% (1.5) O ct -9 0.0 (0.5) (1.0) -50% O 0.5 . payout ratios are higher, an argument can be made that the spreads should be wider. In particular, we are focused on (1) rising capex / spectrum purchases, (2) rising cash taxes, (3) rising interest rates, (4) rising leverage, and (5) rising competition. We expect these factors to pressure FCF yields in 2014. What’s next: (1) Spectrum Purchases – The broadcast incentive spectrum auction could generate ~$30 billion from the carriers in late 2014 / early 2015, and more with the AWS spectrum (see next page). This compares to our estimated ~$20 billion of free cash flow for the Big 4 in 2014. (2) Expiration of Bonus Depreciation – This could represent a ~$2.5 billion headwind for Verizon and ~$3 billion for AT&T. (3) AT&T Dividend – We estimate AT&T will raise the quarth terly dividend for the 30 consecutive year in December. (4) 2014 Guidance – Earnings outlooks could show evidence of a more mature and competitive wireless industry. 38 MORGAN STANLEY RESEARCH 2014: The Big Debates December 4, 2013 AT&T Verizon Sprint T-Mobile 19,448 7,334 (1,262) na 13,313 10,748 (3,993) (1,654) 12,939 10,821 (3,675) (378) 10.3% 3.6% -4.0% na Wireless 25,520 18,413 19,707 6.0% 4.2% 4.4% CenturyLink Frontier Windstream 3,146 750 676 2,621 758 681 2,483 661 872 17.2% 16.3% 14.1% 14.4% 16.4% 14.2% 13.6% 14.3% 18.2% RLECs 4,572 4,060 4,016 16.5% 14.7% 14.5% 6.9% 5.3% -11.5% -2.2% Exhibit 2 Higher Payout Ratios May Drive Multiple Compression, as Investors Demand Higher Yields Bubble size represents dividend yield* 5.0x WIN 12.4% FTR 8.6% 4.0x CTL, 7.0% VZ 4.2% 3.0x BCE-T 5.0% 2.0x 1.0x RCI'B-T 3.8% 0.0x 40% 50% T 5.1% Telus 3.9% 60% 70% FCF Payout (2014E) 80% 90% Source: Company Data, Morgan Stanley Research, Thomson Reuters. Priced as of November 26, 2013. Exhibit 3 Big 4 Capex Reaches a Multi-Year High in 3Q13, with Network Investment a Key Focus LTM Big 4 Total Capex ($B) LTM Capex Y/Y Growth $55 20% 18% $53 25% 20% $50.4 $50 AT&T Dividend Decision We expect that AT&T will raise the quarterly dividend to $0.46 per share from $0.45 this month. $48 2014 Guidance Earnings outlooks could show evidence of a more mature and competitive wireless industry. $40 15% $48.7 10% $47.4 4% 10% $43 5% $45.1 1% $45 0% $41.9 -7% $41.1 $40.6 -5% -10% -14% 3Q13 4Q11 3Q11 2Q11 1Q11 4Q10 3Q10 2Q10 1Q10 4Q09 3Q09 2Q09 1Q09 4Q08 -20% 3Q08 -15% $35 1Q08 $38 2Q08 Bonus Depreciation We estimate that the expiration of bonus depreciation would represent ~$2.5 billion headwind for Verizon and ~$3 billion for AT&T. 7.1% 5.2% -12.5% -9.5% Source: Company Data, Morgan Stanley Research, Thomson Reuters. Priced as of November 26, 2013. Verizon excludes 45% of Verizon Wireless in 2012A and 2013E. Potential Catalysts Spectrum Auctions / Acquisitions January 22, 2014: AWS H Block spectrum auction. Late 2014 / Early 2015: Broadcast incentive auction and ~60 MHz AWS spectrum. Assuming 60 MHz of broadcast spectrum at 300 million POPs x $1.50 per MHz / POP, the auction could generate ~$30 billion from the carriers, and more with the AWS spectrum. Free Cash Flow Yield 2013E 2014E 2Q13 We recently downgraded Windstream (WIN, $8.07) to Underweight due to similar concerns. While management has demonstrated a strong commitment to the dividend, we believe that soft quarterly results, rising cash taxes, and debt obligations could lead the Board to consider cutting the dividend in February 2014. 2012A 1Q13 Rising Competition: We expect wireless competition to continue to intensify in 2014 as T-Mobile and Sprint’s network upgrades help their market position, and cable companies target DSL customers more aggressively. Free Cash Flow (OCF - Capex) 2012A 2013E 2014E 4Q12 Rising Leverage: A combination of deal-making, potential spectrum purchases, and increased investment is boosting leverage across the sector, which could impact valuations and dividend policy. Free Cash Flow Yields in 2014 3Q12 Rising Interest Rates: The 10-Year Treasury at 3.45% could limit refinancing opportunities and make dividend yields relatively less attractive. Exhibit 1 2Q12 Rising Cash Taxes: The Bells and RLECs could see a significant increase in cash taxes in 2014 and beyond if, as we expect, bonus depreciation expires at the end of this year. 1Q12 Rising Capex: Big 4 (AT&T, Sprint, T-Mobile, Verizon) capital spending rose 20% Y/Y in 3Q13, as carriers spent heavily on network upgrades. We expect spending to remain elevated, with upside risk, as video drives significant broadband traffic growth, and carriers compete on network quality. We recommend the Canadians and Towers. With the wireless penetration at ~80% (v. 100%-plus in the US) and only three national carriers, the outlook is more attractive in Canada. Meanwhile, the towers continue to benefit from increased carrier spending, which should continue for some time. We are also Overweight CenturyLink (CTL, $30.70), CyrusOne (CONE, $20.43), and Endurance (EIGI, $14.29). Our overall industry view is In-Line. Leverage (2014E) Headwinds to 2014 Free Cash Flow Source: Company Data, Morgan Stanley Research 39 MORGAN STANLEY RESEARCH 2014: The Big Debates December 4, 2013 United Continental Holdings We’re Bullish on the Cycle & the Turnaround Morgan Stanley & Co. LLC John D. Godyn, CFA John.Godyn@morganstanley.com Our View Market View The ‘New Continental’ bull case is still possible in coming years, in our view. We believe it’s about time for margin mean-reversion given the superior scope and scale of UAL’s assets, which are characterized by (1) the only NY-area hub and premier transatlantic gateway in its Newark hub; (2) a domestic network benefiting from dominant positions across the most major metro areas vs. legacy peers; (3) unique, traditionally highly profitable China route authorities supporting its Asia network; (4) an anchor position in the Star Alliance, which by many measures is the largest global alliance with the widest geographic reach; and (5) historically peer-leading corporate/ premium travel exposure. Along these lines, management has vigorously highlighted its commitment to maximizing value from its network. Specifically, UAL believes it can grow its corporate market share in the NYC region, continue to build its China network, and improve operations in San Francisco — all of which should help reinforce UAL’s revenue premium vs. peers. The market seems to have ‘forgotten’ its once-enthusiastic bull case on United Continental. As a standalone entity, Continental Airlines had established a history of superior execution, PRASM outperformance, and relative margin stability — all among the reasons the stock traded at a meaningful premium to other legacy airlines despite lacking many of the advantages of carriers that had emerged from post-9/11 Chapter 11 filings. As such, at the time of its merger with United, M&A bulls argued the combination of CAL’s (old Continental) and UAUA’s (old United) assets would be further leveraged by applying CAL’s top-tier execution to UAUA’s franchise, which had emerged from Chapter 11 as a solid performer in its own right. Ultimately, the enterprise would not only have margins in excess of peers but the equity would also benefit from a CAL-like valuation premium. Years after the merger was announced, this bull case has long been forgotten by most investors — a change of heart underscoring how quickly sentiment can turn on an Airline stock. From a relatively low base, we believe investor sentiment is poised to shift again — in favor of UAL. What’s in the Price MS EBITDAR Margin Ests. We Believe Consensus Underestimates the Mean-Reversion Potential for UAL’s Margins UAL 18% 16% 14% 12% 10% 8% 6% 4% 2% 0% 2012 Source: Company data, Morgan Stanley Research 2013 DAL LCC 2014 2015 EBITDAR = EBITDA plus Rent expense UAL announced major self help initiatives at its recent Investor Day. Management announced self-help measures totaling $2.7 billion, well ahead of expectations. We were bullish heading into the event (see UAL Investor Day Preview: We’re Bullish 11/12/13) but left with even more confidence in UAL’s self-help story and its potential to begin returning cash to shareholders. We reiterate our Overweight rating and our $5/$7 pre-tax EPS estimates in F2014/15. With significant 40 MORGAN STANLEY RESEARCH 2014: The Big Debates December 4, 2013 Specifically, we emphasize the following opportunities: Cost targets beating, but still might be conservative: UAL outlined cost savings of ~$2B by 2017, above our $800M estimate, with cost savings from the following buckets: ~$1B from fuel consumption, ~$100M from maintenance, ~$500M in productivity, ~$150M from sourcing, and ~$100M from distribution. Further, management provided 2014 CASM ex-Fuel growth guidance of 1-2%, which was below our 3% growth estimate. We suspect both the cost savings plan as well as guidance incorporates a layer of conservatism for three reasons: (1) UAL, like many other airlines, has a long history (before the last 6 quarters) of providing slightly conservative guidance and we believe management would like to return to this traditional pattern; (2) management indicated guidance incorporates some degree of labor uncertainty, and (3) management made it clear that these cost savings represent a target that they are confident in achieving, leading us to believe that the self-help initiatives could be conservative. Potential Catalysts Revenue upside from ancillary and premium We believe UAL is one of the best positioned legacy airlines to expand on its corporate market share presence. Announced cost saving initiatives look conservative UAL has historically offered conservative cost guidance; we believe that the cost saving initiatives it outlined during its Investor Day could also prove to be conservative. Shareholder return strategy potential in 2015 A shareholder return strategy is currently not in Street estimates, though the margin improvement thesis and steady capex raise the likelihood of a plan in 2015. Exhibit 1 Free Cash Flow Inflection Looks Imminent $3.0 $2.5 $2.0 $1.5 $1.0 $0.5 $0.0 ($0.5) FCF (LHS) FCF Yield (RHS) 12% 10% 8% 6% 4% 2% Free Cash Flow Yield Inflecting FCF and margin expansion potential position UAL to return cash to shareholders in 2015: If UAL realizes the opportunities outlined at its Investor Day and further improves its capital structure, we estimate it will be in a position to generate sufficient FCF to implement a shareholder return strategy in 2015. With margin expansion potential and relatively steady capex levels through 2015, we estimate ~$1.5 billion of FCF in 2015. Capital returns would broaden the potential investor base; we also view capital returns as an additional force of discipline across the cycle. sheets have materially altered tail risk across airlines, and we think this has yet to be priced in. Simply put, as airline fundamentals converge toward those of higher-valued peers, so should their multiples (see Six Sources of Multiple Expansion Across the Cycle, 5/1/13). Free Cash Flow ($B) room for upward revisions to consensus, we expect UAL's initiatives to re-frame the debate on the stock through 2014. 0% 2013 2014 2015 Source: Company Data, Morgan Stanley Research estimates Exhibit 2 Legacy Airline Valuation: EV / EBITDAR vs. FWD EBITDAR Margin, Current Valuation vs. Historical UAUA CAL UAL Other Legacy Airlines 14 12 10 8 6 4 2 0 Adj. EV / TMF EBITDAR Multiple Finally, our bullish view on the airline cycle raises our conviction in our UAL Overweight. We’ve regularly highlighted UAL as one of our top picks among airlines given its leverage to our “Stronger For Longer” cycle call. In a nutshell, we remain bullish on the airline cycle due to (1) continued capacity restraint; (2) a sluggish GDP and elevated fuel backdrop tempering competitive pressure; (3) healthier balance sheets, cash flow, and capital returns; (4) relatively attractive valuations; and (5) the possibility of additional industry M&A. Further supporting the cycle, in our view, is an airline macro Goldilocks scenario based on the thesis that fuel prices are likely to trend flat to down while US GDP is upwardly biased, favoring domestically-levered companies. With 2014 likely to be a year of industry capacity growth below GDP growth, we see a strong case for real pricing power and therefore margin expansion — a trend we expect UAL to participate in. Potentially amplifying this upside is what we believe is a strong case for multiple expansion. Margin stability and healthier balance 0% 10% 20% 30% TMF EBITDAR Margin % Source: Morgan Stanley Research, Includes data gathered from AMR, DAL, LCC, NWA, ALK, UAUA, CAL, UAL when available from 2000-Present. We impute TMF EBITDAR using prevailing TMF EPS estimates and annualized quarterly Interest, D&A, and Rent line-items Prices of stocks mentioned: Delta Air Lines (DAL, $28.98), United Continental Holdings (UAL, $39.25), US Airways (LCC, $23.48). 41 MORGAN STANLEY RESEARCH 2014: The Big Debates December 4, 2013 Morgan Stanley ModelWare is a proprietary analytic framework that helps clients uncover value, adjusting for distortions and ambiguities created by local accounting regulations. For example, ModelWare EPS adjusts for one-time events, capitalizes operating leases (where their use is significant), and converts inventory from LIFO costing to a FIFO basis. ModelWare also emphasizes the separation of operating performance of a company from its financing for a more complete view of how a company generates earnings. Morgan Stanley is currently acting as financial advisor and providing financing to Devon Energy Corporation ("Devon") in connection with its definitive agreement to acquire GeoSouthern Energy's assets in the Eagle Ford oil play, as announced on November 20, 2013. The proposed acquisition is subject to customary purchase price adjustments, terms and conditions. Devon has agreed to pay fees to Morgan Stanley for its services. Please refer to the notes at the end of the report. Morgan Stanley & Co. International plc ("Morgan Stanley") is acting as financial advisor to The Blackstone Group International Partners LLP (“Blackstone”) and GIC Special Investments Pte Ltd (“GIC”) in relation to the proposed acquisition of a majority interest in Rothesay Life Limited as announced on 22 October 2013. Blackstone and GIC have agreed to pay fees to Morgan Stanley for its financial services. Please refer to the notes at the end of the report. Morgan Stanley is acting as financial advisor and providing financing services to Verizon Communications Inc. ("Verizon") in relation to their definitive agreement with Vodafone Group Plc. ("Vodafone") to acquire Vodafone's U.S. group with the principal asset of 45 percent of Verizon Wireless, as announced on September 2, 2013. The proposed transaction is subject to the consent of Verizon and Vodafone shareholders, required federal regulatory approvals and other customary closing conditions. This report and the information provided herein is not intended to (i) provide voting advice, (ii) serve as an endorsement of the proposed transaction, or (iii) result in the procurement, withholding or revocation of a proxy or any other action by a security holder. Verizon has agreed to pay fees to Morgan Stanley for its services, including transaction fees and financing fees that are subject to the consummation of the proposed transaction. Please refer to the notes at the end of the report. 42 MORGAN STANLEY RESEARCH 2014: The Big Debates December 4, 2013 Disclosure Section The information and opinions in Morgan Stanley Research were prepared by Morgan Stanley & Co. LLC, and/or Morgan Stanley C.T.V.M. S.A., and/or Morgan Stanley Mexico, Casa de Bolsa, S.A. de C.V., and/or Morgan Stanley Canada Limited. As used in this disclosure section, "Morgan Stanley" includes Morgan Stanley & Co. LLC, Morgan Stanley C.T.V.M. S.A., Morgan Stanley Mexico, Casa de Bolsa, S.A. de C.V., Morgan Stanley Canada Limited and their affiliates as necessary. 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Analyst Certification The following analysts hereby certify that their views about the companies and their securities discussed in this report are accurately expressed and that they have not received and will not receive direct or indirect compensation in exchange for expressing specific recommendations or views in this report: Thomas Allen, Vincent Andrews, Nigel Coe, Nicole DeBlase, Simon Flannery, John Godyn, Ricky Goldwasser, Matthew Grainger, Betsy Graseck, William Greene, Katy Huberty, Adam Jonas, Matthew Kelley, Evan Kurtz, Gregory Locraft, Bill Lu, Francois Meunier, Joseph Moore, Andrew Schenker, Ravi Shanker, Haendel St. Juste, Suzanne Stein, Benjamin Swinburne, Keith Weiss. Unless otherwise stated, the individuals listed on the cover page of this report are research analysts. Global Research Conflict Management Policy Morgan Stanley Research has been published in accordance with our conflict management policy, which is available at www.morganstanley.com/institutional/research/conflictpolicies. Important US Regulatory Disclosures on Subject Companies The following analyst or strategist (or a household member) owns securities (or related derivatives) in a company that he or she covers or recommends in Morgan Stanley Research: Bill Lu - Intel Corporation(common or preferred stock). Morgan Stanley policy prohibits research analysts, strategists and research associates from investing in securities in their industry as defined by the Global Industry Classification Standard ("GICS," which was developed by and is the exclusive property of MSCI and S&P). Analysts may nevertheless own such securities to the extent acquired under a prior policy or in a merger, fund distribution or other involuntary acquisition. As of October 31, 2013, Morgan Stanley beneficially owned 1% or more of a class of common equity securities of the following companies covered in Morgan Stanley Research: 888 Holdings Plc, Accenture Plc, American Residential Properties Inc, Apple, Inc., Boyd Gaming Corporation, CenturyLink, Inc., CyrusOne Inc, Delphi Automotive PLC, Express Scripts, Inc., Honeywell International, KKR & CO. L.P., Kraft Foods Group, Inc., Manitowoc Co Inc, MediaTek, Mondelez International Inc, Qualcomm Inc., Salesforce.com, Terex Corp., The Blackstone Group L.P., United Rentals Inc. Within the last 12 months, Morgan Stanley managed or co-managed a public offering (or 144A offering) of securities of American Residential Properties Inc, Aon PLC, Bank of America, Brocade Communications Systems, Canadian Pacific Railway Ltd., CDW Corporation, CenturyLink, Inc., CyrusOne Inc, Delphi Automotive PLC, EMC Corp., Endurance International Group Holdings,, Ford Motor Company, General Motors Company, Honeywell International, Humana Inc, IBM, KKR & CO. L.P., LyondellBasell Industries N.V., Marsh & McLennan Cos, NCR Corp., NetApp Inc, Salesforce.com, Seagate Technology, TRW Automotive Holdings Corp., United Continental Holdings, Inc., UnitedHealth Group Inc, Windstream Corp. Within the last 12 months, Morgan Stanley has received compensation for investment banking services from Accenture Plc, Adobe Systems, American Residential Properties Inc, Aon PLC, Brocade Communications Systems, Canadian Pacific Railway Ltd., CDW Corporation, CenturyLink, Inc., CyrusOne Inc, Delphi Automotive PLC, EMC Corp., Endurance International Group Holdings,, Express Scripts, Inc., Ford Motor Company, General Motors Company, Hewlett-Packard, Honeywell International, Humana Inc, IBM, Intel Corporation, KKR & CO. L.P., LyondellBasell Industries N.V., Marsh & McLennan Cos, NCR Corp., NetApp Inc, Salesforce.com, The Blackstone Group L.P., TRW Automotive Holdings Corp., United Continental Holdings, Inc., UnitedHealth Group Inc, Windstream Corp. In the next 3 months, Morgan Stanley expects to receive or intends to seek compensation for investment banking services from Accenture Plc, Adobe Systems, Aetna Inc., American Residential Properties Inc, Aon PLC, Apollo Group, Apple, Inc., Bank of America, BorgWarner Inc., Boyd Gaming Corporation, Broadcom Corporation, Brocade Communications Systems, Cablevision Systems, Canadian Pacific Railway Ltd., Catamaran Corp, CDW Corporation, CenturyLink, Inc., Cigna Corp, Cognizant Technology Solutions Corp, Consol Energy Inc, CVS/Caremark Corp., CyrusOne Inc, Danaher, Dean Foods Co, Delphi Automotive PLC, Eaton Corp PLC, EMC Corp., Endurance International Group Holdings,, Express Scripts, Inc., Ford Motor Company, General Motors Company, Hewlett-Packard, Honeywell International, Humana Inc, IBM, Intel Corporation, ITT Educational Services, KKR & CO. L.P., Kraft Foods Group, Inc., LyondellBasell Industries N.V., Manitowoc Co Inc, Marsh & McLennan Cos, MediaTek, Mondelez International Inc, NCR Corp., NetApp Inc, NVIDIA Corp., Penn National Gaming, Inc., QLogic Corporation, Qualcomm Inc., Salesforce.com, Seagate Technology, Strayer Education, Teradata, Terex Corp., The Blackstone Group L.P., The Dow Chemical Co., Time Warner Cable Inc, TRW Automotive Holdings Corp., Tyco International, United Continental Holdings, Inc., United Rentals Inc., UnitedHealth Group Inc, WhiteWave Foods Co, Windstream Corp. Within the last 12 months, Morgan Stanley has received compensation for products and services other than investment banking services from Accenture Plc, Adobe Systems, Aetna Inc., American Residential Properties Inc, Aon PLC, Apollo Group, Apple, Inc., Bank of America, BorgWarner Inc., Boyd Gaming Corporation, Broadcom Corporation, Brocade Communications Systems, Cablevision Systems, Canadian Pacific Railway Ltd., Catamaran Corp, CDW Corporation, CenturyLink, Inc., Cigna Corp, Consol Energy Inc, CVS/Caremark Corp., CyrusOne Inc, Danaher, Dean Foods Co, Delphi Automotive PLC, Eaton Corp PLC, EMC Corp., Endurance International Group Holdings,, Express Scripts, Inc., Ford Motor Company, General Motors Company, Hewlett-Packard, Honeywell International, Humana Inc, IBM, Intel Corporation, KKR & CO. L.P., Kraft Foods Group, Inc., Lexmark International, LyondellBasell Industries N.V., Manitowoc Co Inc, Marsh & McLennan Cos, MediaTek, Mondelez International Inc, NCR Corp., NetApp Inc, Penn National Gaming, Inc., Qualcomm Inc., Salesforce.com, Seagate Technology, Terex Corp., The Blackstone Group L.P., The Dow Chemical Co., Time Warner Cable Inc, TRW Automotive Holdings Corp., Tyco International, United Continental Holdings, Inc., United Rentals Inc., UnitedHealth Group Inc, Windstream Corp. Within the last 12 months, Morgan Stanley has provided or is providing investment banking services to, or has an investment banking client relationship with, the following company: Accenture Plc, Adobe Systems, Aetna Inc., American Residential Properties Inc, Aon PLC, Apollo Group, Apple, Inc., Bank of America, BorgWarner Inc., Boyd Gaming Corporation, Broadcom Corporation, Brocade Communications Systems, Cablevision Systems, Canadian Pacific Railway Ltd., Catamaran Corp, CDW Corporation, CenturyLink, Inc., Cigna Corp, Cognizant Technology Solutions Corp, Consol Energy Inc, CVS/Caremark Corp., CyrusOne Inc, Danaher, Dean Foods Co, Delphi Automotive PLC, Eaton Corp PLC, EMC Corp., Endurance International Group Holdings,, Express Scripts, Inc., Ford Motor Company, General Motors Company, Hewlett-Packard, Honeywell International, Humana Inc, IBM, Intel Corporation, ITT Educational Services, KKR & CO. L.P., Kraft Foods Group, Inc., LyondellBasell Industries N.V., Manitowoc Co Inc, Marsh & McLennan Cos, MediaTek, Mondelez International Inc, NCR Corp., NetApp Inc, NVIDIA Corp., Penn National Gaming, Inc., QLogic Corporation, Qualcomm Inc., Salesforce.com, Seagate Technology, Strayer Education, Teradata, Terex Corp., The Blackstone Group 43 MORGAN STANLEY RESEARCH 2014: The Big Debates December 4, 2013 L.P., The Dow Chemical Co., Time Warner Cable Inc, TRW Automotive Holdings Corp., Tyco International, United Continental Holdings, Inc., United Rentals Inc., UnitedHealth Group Inc, WhiteWave Foods Co, Windstream Corp. Within the last 12 months, Morgan Stanley has either provided or is providing non-investment banking, securities-related services to and/or in the past has entered into an agreement to provide services or has a client relationship with the following company: Accenture Plc, Adobe Systems, Aetna Inc., American Residential Properties Inc, Aon PLC, Apollo Group, Apple, Inc., Bank of America, BorgWarner Inc., Boyd Gaming Corporation, Broadcom Corporation, Brocade Communications Systems, Cablevision Systems, Canadian Pacific Railway Ltd., Catamaran Corp, CDW Corporation, CenturyLink, Inc., Cigna Corp, Consol Energy Inc, CVS/Caremark Corp., CyrusOne Inc, Danaher, Dean Foods Co, Delphi Automotive PLC, Eaton Corp PLC, EMC Corp., Endurance International Group Holdings,, Express Scripts, Inc., Ford Motor Company, General Motors Company, Hewlett-Packard, Honeywell International, Humana Inc, IBM, Intel Corporation, KKR & CO. L.P., Kraft Foods Group, Inc., Lexmark International, LyondellBasell Industries N.V., Manitowoc Co Inc, Marsh & McLennan Cos, MediaTek, Mondelez International Inc, NCR Corp., NetApp Inc, NVIDIA Corp., Penn National Gaming, Inc., QLogic Corporation, Qualcomm Inc., Salesforce.com, Seagate Technology, Terex Corp., The Blackstone Group L.P., The Dow Chemical Co., Time Warner Cable Inc, TRW Automotive Holdings Corp., Tyco International, United Continental Holdings, Inc., United Rentals Inc., UnitedHealth Group Inc, Windstream Corp. Within the last 12 months, Morgan Stanley has either provided or is providing non-securities related services to and/or in the past has entered into an agreement to provide services or has a client relationship with the following company: Mondelez International Inc. An employee, director or consultant of Morgan Stanley is a director of IBM. This person is not a research analyst or a member of a research analyst's household. Morgan Stanley & Co. LLC makes a market in the securities of Accenture Plc, Adobe Systems, Aetna Inc., American Residential Properties Inc, Aon PLC, Apollo Group, Apple, Inc., Bank of America, BorgWarner Inc., Boyd Gaming Corporation, Broadcom Corporation, Brocade Communications Systems, Cablevision Systems, Canadian Pacific Railway Ltd., Catamaran Corp, CDW Corporation, CenturyLink, Inc., Cigna Corp, Cognizant Technology Solutions Corp, Consol Energy Inc, CVS/Caremark Corp., CyrusOne Inc, Danaher, Dean Foods Co, Delphi Automotive PLC, Eaton Corp PLC, EMC Corp., Endurance International Group Holdings,, Express Scripts, Inc., Ford Motor Company, General Motors Company, HewlettPackard, Honeywell International, Humana Inc, IBM, Intel Corporation, ITT Educational Services, KKR & CO. L.P., Kraft Foods Group, Inc., Lexmark International, LyondellBasell Industries N.V., Manitowoc Co Inc, Marsh & McLennan Cos, Mondelez International Inc, NCR Corp., NetApp Inc, NVIDIA Corp., Penn National Gaming, Inc., QLogic Corporation, Qualcomm Inc., Salesforce.com, Seagate Technology, Strayer Education, Teradata, Terex Corp., The Blackstone Group L.P., The Dow Chemical Co., Time Warner Cable Inc, TRW Automotive Holdings Corp., Tyco International, United Continental Holdings, Inc., United Rentals Inc., UnitedHealth Group Inc, Western Digital, WhiteWave Foods Co, Windstream Corp. The equity research analysts or strategists principally responsible for the preparation of Morgan Stanley Research have received compensation based upon various factors, including quality of research, investor client feedback, stock picking, competitive factors, firm revenues and overall investment banking revenues. Morgan Stanley and its affiliates do business that relates to companies/instruments covered in Morgan Stanley Research, including market making, providing liquidity and specialized trading, risk arbitrage and other proprietary trading, fund management, commercial banking, extension of credit, investment services and investment banking. Morgan Stanley sells to and buys from customers the securities/instruments of companies covered in Morgan Stanley Research on a principal basis. Morgan Stanley may have a position in the debt of the Company or instruments discussed in this report. Certain disclosures listed above are also for compliance with applicable regulations in non-US jurisdictions. STOCK RATINGS Morgan Stanley uses a relative rating system using terms such as Overweight, Equal-weight, Not-Rated or Underweight (see definitions below). Morgan Stanley does not assign ratings of Buy, Hold or Sell to the stocks we cover. Overweight, Equal-weight, Not-Rated and Underweight are not the equivalent of buy, hold and sell. Investors should carefully read the definitions of all ratings used in Morgan Stanley Research. In addition, since Morgan Stanley Research contains more complete information concerning the analyst's views, investors should carefully read Morgan Stanley Research, in its entirety, and not infer the contents from the rating alone. In any case, ratings (or research) should not be used or relied upon as investment advice. An investor's decision to buy or sell a stock should depend on individual circumstances (such as the investor's existing holdings) and other considerations. Global Stock Ratings Distribution (as of November 30, 2013) For disclosure purposes only (in accordance with NASD and NYSE requirements), we include the category headings of Buy, Hold, and Sell alongside our ratings of Overweight, Equal-weight, Not-Rated and Underweight. Morgan Stanley does not assign ratings of Buy, Hold or Sell to the stocks we cover. Overweight, Equal-weight, Not-Rated and Underweight are not the equivalent of buy, hold, and sell but represent recommended relative weightings (see definitions below). To satisfy regulatory requirements, we correspond Overweight, our most positive stock rating, with a buy recommendation; we correspond Equal-weight and Not-Rated to hold and Underweight to sell recommendations, respectively. Coverage Universe Stock Rating Category Overweight/Buy Equal-weight/Hold Investment Banking Clients (IBC) Count % of Total Count % of % of Rating Total IBC Category 995 34% 313 38% 31% 1283 44% 388 47% 30% Not-Rated/Hold 109 4% 26 3% 24% Underweight/Sell 537 18% 99 12% 18% Total 2,924 826 Data include common stock and ADRs currently assigned ratings. An investor's decision to buy or sell a stock should depend on individual circumstances (such as the investor's existing holdings) and other considerations. Investment Banking Clients are companies from whom Morgan Stanley received investment banking compensation in the last 12 months. Analyst Stock Ratings Overweight (O). The stock's total return is expected to exceed the average total return of the analyst's industry (or industry team's) coverage universe, on a risk-adjusted basis, over the next 12-18 months. Equal-weight (E). The stock's total return is expected to be in line with the average total return of the analyst's industry (or industry team's) coverage universe, on a risk-adjusted basis, over the next 12-18 months. 44 MORGAN STANLEY RESEARCH 2014: The Big Debates December 4, 2013 Not-Rated (NR). Currently the analyst does not have adequate conviction about the stock's total return relative to the average total return of the analyst's industry (or industry team's) coverage universe, on a risk-adjusted basis, over the next 12-18 months. Underweight (U). The stock's total return is expected to be below the average total return of the analyst's industry (or industry team's) coverage universe, on a risk-adjusted basis, over the next 12-18 months. Unless otherwise specified, the time frame for price targets included in Morgan Stanley Research is 12 to 18 months. Analyst Industry Views Attractive (A): The analyst expects the performance of his or her industry coverage universe over the next 12-18 months to be attractive vs. the relevant broad market benchmark, as indicated below. In-Line (I): The analyst expects the performance of his or her industry coverage universe over the next 12-18 months to be in line with the relevant broad market benchmark, as indicated below. Cautious (C): The analyst views the performance of his or her industry coverage universe over the next 12-18 months with caution vs. the relevant broad market benchmark, as indicated below. Benchmarks for each region are as follows: North America - S&P 500; Latin America - relevant MSCI country index or MSCI Latin America Index; Europe - MSCI Europe; Japan - TOPIX; Asia - relevant MSCI country index. . Important Disclosures for Morgan Stanley Smith Barney LLC Customers Important disclosures regarding the relationship between the companies that are the subject of Morgan Stanley Research and Morgan Stanley Smith Barney LLC or Morgan Stanley or any of their affiliates, are available on the Morgan Stanley Wealth Management disclosure website at www.morganstanley.com/online/researchdisclosures. For Morgan Stanley specific disclosures, you may refer to www.morganstanley.com/researchdisclosures. Each Morgan Stanley Equity Research report is reviewed and approved on behalf of Morgan Stanley Smith Barney LLC. This review and approval is conducted by the same person who reviews the Equity Research report on behalf of Morgan Stanley. This could create a conflict of interest. Other Important Disclosures Morgan Stanley & Co. International PLC and its affiliates have a significant financial interest in the debt securities of Adobe Systems, Aetna Inc., Apollo Group, Apple, Inc., Bank of America, BorgWarner Inc., Boyd Gaming Corporation, Broadcom Corporation, Cablevision Systems, Canadian Pacific Railway Ltd., Catamaran Corp, CenturyLink, Inc., Cigna Corp, Consol Energy Inc, CVS/Caremark Corp., Danaher, Dean Foods Co, Eaton Corp PLC, EMC Corp., Express Scripts, Inc., Ford Motor Company, General Motors Company, Hewlett-Packard, Honeywell International, Humana Inc, IBM, Intel Corporation, Kraft Foods Group, Inc., Lexmark International, LyondellBasell Industries N.V., Manitowoc Co Inc, Marsh & McLennan Cos, Mondelez International Inc, NCR Corp., NetApp Inc, Penn National Gaming, Inc., Salesforce.com, Terex Corp., The Dow Chemical Co., Time Warner Cable Inc, Tyco International, United Continental Holdings, Inc., United Rentals Inc., UnitedHealth Group Inc, Windstream Corp. 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Adelman Matthew Grainger John Colantuoni Pamela Kaufman 1+212-761-6382 1+212-761-4192 Management Gail Alvarez Aaron Finnerty 1+212-761-7650 1+212 761-0064 Agricultural Products Vincent Andrews MACRO 1+212-761-6382 1+212-761-8023 1+212-761-6210 1+212-761-7151 1+212-761-3293 Beverages/HPC Accounting Todd Castagno Snehaja Mogre Economics Vincent Reinhart Ellen Zentner Ted Wieseman Dane Vrabac 1+212-761-6893 1+212-761-5289 1+212-761-3537 1+212-296-4882 1+212-761-3407 1+212-761-1929 U.S. Strategy Adam Parker Brian Hayes Antonio Ortega Adam Gould Phillip Neuhart Yaye Aida Ba 1+212-761-1755 1+212-761-7991 1+212-761-4783 1+212-761-1821 1+212-761-8584 1+212-761-6537 Commodities Adam Longson Tai Liu Alan Lee Neel Mehta Bennett Meier 1+212-761-4061 1+212-761-3585 1+212-761-3266 1+212-761-8582 1+212-761-4967 Sectors CONSUMER DISCRETIONARY/RETAIL RETAIL Autos & Auto-Related Adam Jonas Ravi Shanker Yejay Ying Paresh Jain 1+212-761-1726 1+212-761-6350 1+212-761-7096 1+212 761-3354 1+212-761-3356 1+212-761-4682 1+617-856-8752 1+617-856-8750 1+617-856-8037 Specialty Softlines, Department Stores and Branded Apparel Kimberly Greenberger Jay Sole Lauren Cassel Joseph Wyatt Amber Turley Duo Li ENERGY & UTILITIES Integrated Oil, E&P & Refining Evan Calio Benny Wong Manav Gupta Jacob Dweck Drew Venker Benedict Amoo 1+212-761-6472 1+212-761-9626 1+212-761-8194 1+212-761-6172 1+212-761-3729 1+212-761-0332 MLPs Stephen J. Maresca Robert Kad Brian Lasky Shaan Sheikh Matthew Giacobbe 1+212-761-8343 1+212-761-6385 1+212-761-7249 1+212-761-4573 +212-761-7243 1+212-761-6284 1+212-761-5866 1+212-761-4143 1+212-761-4206 1+212-761-7586 1+212-761-8589 Haendel St. Juste Greg Van Winkle Albert Lin Vikram Malhotra Entertainment & Broadcasting Clean Tech 1+212-761-4139 Banks/Large/Mid Cap Banks 1+212-761-8473 1+212-761-7619 1+212-761-4092 1+212-761-1761 1+212-761-7417 1+212-761-0474 1+212-761-7567 Brokers, Asset Managers & Exchanges Matthew Kelley Tom Whitehead Elizabeth Elliot Toni Kaplan 1+212-761-8201 1+212-761-5672 1+212-761-3632 1+212-761-3620 Consumer Finance/Canadian Banks Cheryl Pate Vincent Caintic 1+212 761-3324 1+212-761-6983 Insurance/Life & Annuity Nigel Dally 1+212-761-4132 Insurance/Property & Casualty Gregory W. 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