Brown Brothers Harriman Quarterly Investment Journal Does a Chinese Slowdown Threaten the Global Economy? Quarter 4 | 2015 Quarter 4 | 2015 Contents 01 03 10 16 18 The Markets: LeAVES AREN’T THE ONLY THING FALLING G. Scott Clemons RED SCARE: Does a Chinese Slowdown Threaten the Global Economy? G. Scott Clemons Equities: core select update Tim Hartch & Michael Keller BOOK REVIEW: The Outsiders: Eight Unconventional CEOs and Their Radically Rational Blueprint for Success Tom Martin Estate Planning for Your Online Afterlife: Should Your Online Accounts Die with You, or Should They Live On into the Digital Beyond? Karin Prangley 21 Inside BBH: BBH Investor Day Recap InvestorView Contributors G. Scott Clemons Tim Hartch Michael Keller Thomas Martin Karin Prangley Executive Editor G. Scott Clemons Editors Jacob Turner Kaitlin Barbour Designed by Creative Services InvestorView MARKETS Leaves Aren’t the Only Thing Falling Stock markets throughout the world posted negative returns in the third quarter of 2015 as rising global uncertainty drove down equity prices. Renewed fears of a hard landing in China bore the brunt of the blame, yet in our opinion, the real culprit of renewed price volatility is simply the fragile state of the market. As we wrote in our August 24 commentary, “Volatility Is Not on Vacation,” the combination of waning earnings growth and full valuations makes the domestic equity market susceptible to overreact to external developments. We believe that concerns about China are overdone, as outlined in the feature article of this issue of InvestorView, but we conclude that price volatility is likely to linger due to the lack of support from robust profit growth or attractive valuations. The benchmark S&P 500 Index lost 6.4% during the period (including reinvested dividends), and at one point in late August stood more than 12% below the May peak. That loss of 6.4% for the quarter was, nevertheless, better than the 10.3% loss posted by smaller capitalization stocks (as measured by the Russell 2500 Index) and the 17.8% decline in the dollar value of emerging market equities. Returns from international equities – both in developed and emerging markets – have been constrained by the strength of the U.S. dollar, which has rallied 14% against a trade-weighted basket of other currencies over the past year. Hedge funds, at least in aggregate, provided little protection against market losses. The HFR Equity Hedge Fund Index dropped 5.8% in the quarter, thereby capturing 91% of the broad market downside. The damage in emerging markets is such that the three- and five-year trailing performance figures have now slipped into negative territory. Equity Returns (Through September 30, 2015) 15% 10% 13.3% 12.4%12.4% U.S. Large Cap Equity 12.7% U.S. Small/Mid Cap Equity Non-U.S. Developed Equity Emerging Markets Equity 6.3% 4.6% 5% 0% -3.3% -5% -5.3% -6.4% -10% -4.8% -4.9% -10.3%-10.2% -15% -20% -6.0% -15.3% -17.8% 3Q 2015 Source: Bloomberg, BBH Analysis. YTD 2015 Trailing 3 Years* Trailing 5 Years* *Annualized. For more details on equity asset classes, see notes at the end of this article. Past performance does not guarantee future results. Traditional fixed income classes eked out modest gains in the quarter. Investment grade bonds added 1.2%, and municipals rose 1.7%. Economic concerns led to widening credit spreads, which drove high-yield bonds down 4.9% on a total return basis. Inflation-indexed bonds dropped a modest 1.2%. Author G. Scott Clemons, CFA Managing Director Chief Investment Strategist Brown Brothers Harriman Quarterly Investment Journal 1 Fixed Income Returns (Through September 30, 2015) 8% Investment Grade Taxable Bonds 6% Investment Grade Tax Exempt Bonds 5.9% High-Yield Bonds Inflation-Protected Bonds 4.3% 4% 2.9% 2% 1.2% 1.7% 1.7% 3.4% 3.1% 2.6% 1.7% 1.1% 0% -1.1% -1.2% -2% -1.9% -2.5% -4% -4.9% Source: Bloomberg, BBH Analysis. -6% 3Q 2015 YTD 2015 Trailing 3 Years* Trailing 5 Years* *Annualized. For more details on fixed income asset classes, see notes at the end of this article. Past performance does not guarantee future results. The best performing asset class in the quarter, broadly defined, was the U.S. dollar, which rose 4.6% against a trade-weighted basket of other currencies and is up 8.8% for the first nine months of the year. This rally has sapped the return of non-dollar assets to U.S.-based investors while complicating the Federal Reserve’s decision about when to begin the long march toward a more normal monetary policy. All else being equal, a stronger currency leads to tighter monetary conditions, which in turn helped the Fed decide in September to leave the fed funds target rate at zero for the 54th consecutive meeting of the Federal Open Market Committee.1 The futures market now assigns a probability of only 32% that the Fed will raise interest rates before year-end. The strong dollar has also weakened the earnings growth of large American companies – as represented by the S&P 500 Index – which derive around 40% of revenues abroad. Those revenues and profits don’t translate back into quite as many dollars when global currencies weaken. The result is lower dollar-based profits in an accounting sense, but to the extent that expenses and revenues are based abroad, the genuine impact on the fundamental value of multinational companies is muted. Nevertheless, the strong dollar adds a further headwind to earnings already suffering from the diminishing returns of cost-cutting and margin expansion in this seventh year of an economic cycle. Having noted that, we continue to monitor the strength of corporate earnings closely, as they are the fuel of equity markets. In a modest economic expansion, unit volume growth is hard to come by, and the absence of inflation implies that pricing power is similarly hard to find. That doesn’t necessarily spell the end of a market cycle, although it does illustrate the increasing 2 Brown Brothers Harriman Quarterly Investment Journal difficulty of finding investment opportunities that offer an appealing tradeoff of risk and return. Where most institutional investors would respond to rising market risk by diversifying, we prefer to manage that risk by concentrating into those investments that still offer an appealing tradeoff of risk and return and holding reserves in short-term fixed income instruments awaiting redeployment into more attractive investment opportunities. The U.S. economy continues to expand at a moderate pace, fueled largely by strong personal consumption, which is in turn supported by improving housing and labor markets. GDP in the second quarter of 2015 expanded 3.9% at an annual pace, although that is likely to slow to around 2.0% in the third quarter. Wage growth has yet to accelerate, even though the unemployment rate of 5.1% is at a seven-year low, and unemployment claims are at a 40-year low. The labor market is in good shape, and we expect continued job gains to begin to support wage increases in the near future. That should provide an additional boost to personal consumption as well as corporate earnings. Discipline is an important element of any investment strategy, but that importance is magnified when valuations are full and the support of earnings growth has begun to wane. To paraphrase Thomas Jefferson, eternal vigilance is the price of investment liberty and lies at the heart of our investment approach. Refer to our September 17, 2015, commentary, “The Fed Punts,” for additional information on the Federal Reserve’s decision to keep interest rates near zero. 1 Equity Asset Classes: Large cap U.S.: S&P 500 – index of 500 large cap common stocks actively traded in the U.S. Small/mid cap U.S.: Russell 2500 – index of approximately 2,500 small-cap common stocks actively traded in the U.S. Non-U.S. developed: MSCI EAFE – index of stocks from 21 countries designed to measure the investment returns of developed economies outside of North America. Non-U.S. emerging: MSCI Emerging Markets – index designed to measure the equity market performance of 26 emerging economies. Fixed Income Asset Classes: Investment grade taxable bonds: Barclays Aggregate – benchmark designed to measure the performance of the U.S. dollar-denominated investment grade, fixed-rate taxable bond market. Investment grade tax-exempt bonds: S&P Municipal Bond Index – index that seeks to measure the performance of the U.S. municipal bond market. Inflation-protected: Barclays U.S. TIPS – index designed to measure the performance of inflation-protected securities issued by the U.S. Treasury. High-yield: BofA Merrill Lynch High-Yield (Cash Pay Only) – index of U.S. dollar-denominated below investment grade corporate debt publicly issued in the U.S. domestic market. Source: Bloomberg, BBH Analysis. Past performance does not guarantee future results. Index performance is not illustrative of any specific security’s performance. Indexes are unmanaged, and an investment cannot be made directly in any index. InvestorView Does a Chinese Slowdown Threaten the Global Economy? The influence of the United States on the global economy is captured by the old adage that when America sneezes, the rest of the world catches a cold. Yet this historical causality appears to have reversed of late, as a minor devaluation of the Chinese currency in August sent global financial markets into a tailspin, and was subsequently cited by Federal Reserve Chairwoman Janet Yellen as a reason to delay an interest rate hike in September. Fluctuations in capital markets, interest rates, currencies and commodities are routinely credited to (or blamed on) economic developments in China. Should investors worry that a slowdown in the Chinese economy will spell an end to the domestic economic cycle and pose a threat to stock and bond markets? Is this 21st century version of a Red Scare warranted? Lest we be accused of burying the lede, our answer is no. Economies, like trees, don’t grow to the sky, and as the Chinese economy matures, the pace of activity naturally slows. In the commentary that follows, we discuss the evolving role of China on the world stage and how the combination of central planning, a crackdown on corruption, the exigencies of population growth and the desire to be a bigger player in global affairs adds up to a more modest, but more sustainable, pace of Chinese growth. The State of the Chinese Economy China’s importance became overwhelmingly evident during the global financial crisis. Although gross domestic product (GDP) growth slowed to 6.2% in the first quarter of 2009, that rate stood out in an environment in which every other major economy shifted into reverse. The world economy has improved from those dark days, but economic growth remains modest, and China’s contribution to that growth therefore remains meaningful – hence the rising anxiety about the deceleration of Chinese activity to 7.0% in the first half of 2015 and a further drop to 6.9% in the third-quarter report recently released. Chinese Gross Domestic Product (GDP) Year-over-Year Change 18% 16% Author 14% 12% 10% 8% G. Scott Clemons, CFA Managing Director Chief Investment Strategist 6% 4% 2% 0% 1993 1995 1997 1999 2001 2003 2005 2007 Source: National Bureau of Statistics of China, BBH Analysis. 2009 2011 2013 2015 As of 3Q 2015. Brown Brothers Harriman Quarterly Investment Journal 3 Exacerbating that general concern is the suspicion that Chinese economic growth is overstated – even at the reduced pace of 6.9%. One need not be a conspiracy theorist to draw this conclusion. The sheer size and breadth of the population, the informal nature of much economic activity and the lingering reliance on agriculture all combine to make accurate statistics elusive. We therefore analyze a variety of secondary measures of Chinese activity to arrive at a partially objective, but still fairly subjective, reality check on the health of the economy. None of these alternative measures of activity provides a clear answer to the question of real Chinese growth, but in aggregate they point to slowing, but not contracting, economic activity. Comparing current conditions with those experienced in the global financial crisis is particularly instructive. The clearest indication of economic deceleration is seen in the import and export statistics, which, although volatile from month to month, have both shown year-over-year declines. Imports have been decreasing for 11 consecutive months, while exports have fallen for seven of the past nine months. This is by no means as dire as the 2008 to 2009 period, during which imports contracted by 54% from peak to trough, but it does speak to a slowdown in Chinese demand for imported goods (whether for personal or business use). Yet this could also be a reflection of the desire on behalf of central planners to reorient the engine of economic activity away from export markets and more toward meeting demand domestically. We discuss this policy shift in further detail as follows, but on the surface, the trade data indicate a slowdown in economic activity, but not a contraction. Data on domestic trade in goods show a similar pattern. Rail freight loadings, which capture domestic demand more so than air or sea cargo destined for foreign shores, declined 15.3% year over year as of the latest data point (August 2015). That figure is markedly weaker than the drop of almost 10% experienced during the global financial crisis, but once again, changes in trade patterns may explain some of this weakness. Highway freight continues to grow (up 5.7% year over year in August) even while rail freight shrinks, signaling a shift in preference away from rail and toward roads. Whereas aggregate rail cargo was four times the size of road cargo in the mid-1990s, that relationship reversed by the end of the decade, and trucks now transport 11 times the amount of freight carried by rail. Chinese Freight Volumes - Year-over-Year Change 60% 50% Highway Freight 40% 30% 20% 10% +5.7% 0% Railroad Freight -10% -15.3% -20% -30% -40% -50% 1999 2001 2003 2005 2007 Source: National Bureau of Statistics of China, BBH Analysis. 2009 2011 2013 2015 Data as of August 2015. Chinese Imports and Exports - Year-over-Year Change That change carries environmental implications, and Western readers are aware of the air pollution challenges that face Chinese cities, not to mention the occasional epic traffic jam that lingers for days. Taken as a whole, these two measures of domestic transportation argue for more modest economic growth, but continued growth nonetheless. 100% 80% Exports Imports 60% 40% 20% 0% -3.8% -20% -20.4% -40% -60% 1991 1993 1995 1997 1999 2001 2003 2005 2007 2009 2011 2013 2015 Source: National Bureau of Statistics of China, BBH Analysis. Data as of September 2015. 4 Brown Brothers Harriman Quarterly Investment Journal Other measures of economic activity lead to similar conclusions. Domestic construction has slowed from a torrid annual growth rate between 30% and 40% in the early days of the recovery from the financial crisis to an average of 5% so far in 2015. Local bank loan growth remains quite healthy at 15.7% year over year, but this too has halved over the past few years. Taken in aggregate, these secondary measures of economic activity argue that, whereas the economy is likely still growing, it is certainly not expanding at the pace of the last few decades. InvestorView The ‘Devaluation’ of the Renminbi Anxiety about the deceleration of Chinese economic activity is not a new development. The proximate cause of the most recent spike in concern was the action taken by the People’s Bank of China (PBOC) on August 11 to devalue the renminbi (RMB) by about 2%. Exacerbated by typically thin trading days in late summer, the U.S. equity market dropped 10% over the subsequent fortnight. The market interpreted the devaluation as a sign of panic at a sharp slowdown in economic activity and an effort on behalf of the PBOC to boost export competitiveness through a cheaper currency. Market analysts who see a currency war around every corner labeled this evidence that the Chinese, whose exports have been punished by the linkage of the RMB to a strengthening U.S. dollar, were themselves joining the fray. We couldn’t disagree more with this analysis. The RMB is loosely pegged to the U.S. dollar in a managed float, in which the central bank of China sets a reference rate each morning, and then allows the currency to trade within a 2% range above and below that target. As the nearby graph shows, the RMB has been trading near the low end of the 2% trading band since the beginning of the year. The PBOC move in August was essentially an acknowledgment of reality and an adjustment of the reference rate so that it better reflected the spot rate. Since the devaluation, the spot rate has adhered tightly to the reference rate. Order is restored, and the RMB has actually strengthened a little bit since the PBOC’s initial action. Chinese RMB Reference and Spot Rates 5.80 Chinese RMB/U.S. dollar 5.90 Weaker RMB +2% Band 6.00 RMB Reference Rate 6.10 RMB Spot Rate 6.20 -2% Band 6.30 6.40 6.50 6.60 6.70 Jan Feb Mar Apr May Jun Source: People’s Bank of China, Bloomberg, BBH Analysis. Jul Aug Sep Oct Data as of October 15, 2015. If the intent was to restore competitiveness of Chinese export markets, a devaluation of 2% isn’t enough to do the trick. That variation is equivalent to the occasional daily move of other, more freely traded currencies, and, although it seems counterintuitive, the export sector is not a large part of the Chinese economy. As we discuss in greater detail later in this commentary, investment in infrastructure and capital formation are the largest part of the economy, accounting for 46% of GDP, whereas net exports only add 2.7% to the total economy. Gross capital formation does not benefit markedly from a weaker currency. We believe that the August currency adjustment is part of an ongoing effort to enhance China’s profile and influence in the global economy. A milestone in that effort would be the inclusion of the RMB in the basket of currencies that determines the Special Drawing Rights (SDRs) managed by the International Monetary Fund (IMF). SDRs act as a form of global reserve currency and are based on the four most important currencies in global export and financial markets. Importantly, these currencies must be “freely usable.” The composition of the basket is reviewed and adjusted every five years, and since the 2010 review the SDR comprises the U.S. dollar, euro, Japanese yen and British pound sterling. The RMB is clearly an important global currency, and the Chinese would like for it to be considered for inclusion in the 2015 review. In an interview conducted on August 4, 2015, IMF Director Siddharth Tiwari noted that “[t]he Chinese RMB is the only currency not currently in the SDR basket that meets the export criterion. Therefore, a key focus of the current review will be whether the RMB also meets the freely usable criterion in order to be included in the SDR basket.” We interpret the adjustment that took place one week later to be a direct response to this observation – and a show of good faith, if nothing else – to Brown Brothers Harriman Quarterly Investment Journal 5 away from Soviet-era planning to a more market-driven socialism) since 1953 to establish economic and social priorities for the intermediate future. In liberal democracies of the West, citizens are accustomed to treating economic promises as no more than that – well-intended aims that often founder when confronted with political realities. In the centrally planned economy of China, however, officials have implemented each and every one of these Five-Year Plans, and their history is the history of post-World War II China. enhance the free usability of the RMB. This is, in other words, continued evidence of China’s desire to integrate more fully into the global economy, and not the panicked response to economic weakness that some analysts believed. The Future of the Chinese Economy China is an old country, and any consideration of the future must rely on the past. Events taking place now are just the latest steps in an ongoing effort to reorient the composition of the Chinese economy and enhance China’s role on the global stage. In 2007, just before the onset of the global financial crisis, then-premier Wen Jiabao characterized the country’s economy as “unsustainable, unbalanced, uncoordinated and unstable,” a remarkably candid assessment from a Chinese premier. He found rising income equality to be socially unstable, while the variation in growth between urban and rural areas led to unbalanced economic progress. An emphasis on the export sector and capital investment in industry was uncoordinated with the desire to make personal consumption more of an economic activity driver. Proof of this overreliance on exports and industry would come shortly as China suffered from the collapse of economies elsewhere during the global financial crisis. Finally, the focus on economic growth at the cost of environment degradation was unsustainable, and evident in the pollution of air and waterways throughout China. The 12th Five-Year Guideline was enacted by the National People’s Congress in March 2011 and, among other goals, committed to address the Four Uns identified by Premier Wen several years earlier. In particular, the guideline called for a rebalancing of economic activity away from capital formation and more toward personal consumption. As noted earlier, China’s reliance on personal consumption has declined steadily over the past 50 years as investment in infrastructure, industry and manufacturing took the lead. Personal consumption accounts for only 38% of Chinese GDP, vs. 68% in the United States. Gross capital formation, on the other hand, is 46% of Chinese GDP, vs. 17% in the United States. This leads to an overreliance on foreign demand, booms and busts as capital is not always allocated efficiently, vast disparities in wealth and income, and environmental degradation as growth takes priority over air and water quality – hence the desire to re-establish domestic demand as a more robust engine of economic activity. Chinese Gross Domestic Product (GDP) Sector Breakdown 80% 70% 60% Household Consumption 50% 40% 46.0% Gross Capital Formation 30% 20% Government Spending The Chinese government has used a series of Five-Year Plans (re-christened “guidelines” in 2006 to better reflect a transition 6 Brown Brothers Harriman Quarterly Investment Journal 13.5% 10% Net Exports 2.7% 0% -10% Source: National Bureau of Statistics of China, BBH Analysis. Premier Wen concluded that all of these challenges could be addressed by an economy more reliant on domestic personal consumption than capital spending and exports. The solution to these “Four Uns” took the form of a Five-Year Guideline for economic development. 37.7% As of 2014. Part of this plan already seems to be working, as Chinese household consumption doubled between 2009 and 2014. After decades of growing at mid-single-digit rates, consumption during the period of the current Five-Year Guideline has accelerated to an annual pace of almost 14%. This doesn’t address the challenges of income inequality or environmental pollution, but it is evidence that a pivot toward a more domestic source of InvestorView Chinese household consumption doubled between 2009 and 2014. After decades of growing at mid-single-digit rates, consumption during the period of the current Five-Year Guideline has accelerated to an annual pace of almost 14%.” economic growth is succeeding. The overall economy has fallen slightly short of a targeted growth rate of 8%, but the dynamism of personal consumption argues that the transition toward a more sustainable source of economic activity is taking place. Chinese Household Consumption Annualized Growth Rates by Decade 16% 14% 12% 10% 8% 6% 4% Upon his election as General Secretary of the Communist Party in November 2012, Xi Jinping promised to crack down on “tigers and flies” – that is, senior leaders as well as lower-level officials. The record since then is impressive. In the past few years, high-profile members of the party such as General Xu Caihou (former member of the Politburo and Vice Chairman of the Central Military Commission) and Zhou Yongkang (former Politburo member and national security chief) have been expelled from the party. Xu died before trial, and Zhou was sentenced to life in prison. Most recently, Guo Boxiong, former Vice Chairman of the Central Military Commission and Politburo member, was arrested on July 31 for taking bribes in exchange for officer promotion. He is in jail, awaiting court martial. In all, over a hundred senior party officials, a dozen senior military officers and several senior executives of state-owned companies have been indicted and convicted of corruption crimes, usually involving some form of bribery. 2% 0% 1950s 1960s 1970s 1980s Source: National Bureau of Statistics of China, BBH Analysis. 1990s 2000s 2010s As of 2014. The Role of Corruption An aspect of the 11th Five-Year Guideline that was carried over into the 12th was a desire to create a more transparent society by cracking down on the corruption that naturally proliferates in a planned economy. Transparency International issues an annual Corruption Perceptions Index, surveying the perceived amount of corruption in every country worldwide. In the 2014 survey, China ranked 100th out of 174 countries, behind Hong Kong (17), South Korea (43), Brazil (69) and India (85), but ahead of Russia (136). Improving that ranking involves a tradeoff, as routine corruption in an economy usually evolves as a way of getting things done. Deals done in smoky back rooms, bribes and tacit guarantees all grease the gears of economic activity in the short run but make it harder to compete on a global and level playing field in the longer run. That is as much a statement about human nature as it is about Chinese society. Anti-corruption campaigns have been waged before in China, but the current iteration has reached the highest echelons of government and business, and signals that this time is different. The audience for this crackdown on corruption is not just the global community, which should welcome a cleaner and more transparent Chinese economy and government. The rank-andfile members of the party, as well as the man and woman on the street, have likewise cheered a move away from a system characterized by patronage, entitlement, conflicts of interest, bribery and inefficiency. This popular approval strengthens Xi’s hand in carrying on with the campaign, while burnishing the credibility of the Communist Party in the eyes of the masses. For a government still informed by the events of Tiananmen Square in 1989, anything that fosters social tranquility is desirable. Chinese history is rife with political purges disguised as a crackdown on corruption, and it is possible that this latest round is no different. Arrests have clearly broken down factions within the party and diluted a system of client-patron privileges that drove political and business success within the provinces. However, when understood in the context of China’s desire to have more influence in global affairs, the political implications of these actions become a convenient collateral benefit of an effort otherwise intended to enhance the country’s standing in the world community. This marks, however, a literal change in “business as usual.” The Chinese word guanxi is often used to describe the Chinese way of doing business, in which the exchange of favors and the development of personal relationships are regarded as more Brown Brothers Harriman Quarterly Investment Journal 7 important than laws, regulations and written agreements. But when does an innocent exchange of gifts during the holiday season become a bribe? When does the effort to build relationships with party officials or business leaders become unwarranted patronage? Activities that were not considered illegal or even problematic a few years ago are now being called into question, and that has a naturally depressing effect on economic activity. It is easy to identify outright bribes as criminal offenses, but as an economy tries to figure out where the line of acceptability falls, uncertainty reigns. Developments in gerontology and the application of those advances in China means that the population will age dramatically as the percentage of the 65-and-older population balloons from 9.6% in 2015 to 33.8% in 2100. The combination of decelerating population growth and lengthening life spans will act as a scissors effect, dramatically increasing the portion of the population that is not in the labor force but reliant on external support for food, shelter and clothing. To put that into context, China will become an older society than the United States by the year 2040. Demographics Is Destiny % of Population Aged 65 or Older China has been able to generate such impressive economic performance over the past several decades because of the rapid growth and rising productivity of its population. Ironically, it is precisely because of the size and growth of the population that China needs to grow so quickly. A growing labor force is a powerful input to economic activity, but as populations age, the labor force at some point begins to decline. An aging population is a call on economic vitality, not a contributor to it. 40% 35% 30% China United States 25% 20% 15% Although we usually associate the challenges of stagnant and aging populations with Western (and particularly European) countries, China faces these same challenges in the near future, largely as a result of its policy to manage population growth by allowing families to have just one child. (At the end of October, the Communist Party decided to end the decades-long policy, boosting the limit to two.) According to the United Nations Population Division, China’s population will rise from the current level of 1.376 billion to peak at 1.415 billion in 2030. That seems like a long time from now, but 15 years is not that much time in demographic terms. From that high, the population is likely to shrink, ending the 21st century at just over 1 billion people. Economic growth is hard to maintain when populations and labor forces are in retreat. Chinese Population 1,600,000 (thousands) 10% 5% 0% 1950 1960 1970 1980 1990 2000 2010 2020 2030 2040 2050 2060 2070 2080 2090 2100 Source: United Nations Population Division, BBH Analysis. Data as of October 19, 2015. These demographic trends pose several challenges. Unlike the developed economies of the West, China does not have the social infrastructure to handle an aging population. There is no Chinese version of Social Security, Medicare or Medicaid. As is common in Asian societies, family ties play the support role that government programs often play in the West, but those ties are fraying as younger generations move farther away from home. Furthermore, the ripple effect of the one-child policy implies that younger couples will increasingly be called upon to support as many as four aging parents. This does not bode well for a party intent on maintaining control and social stability. 1,400,000 The solution to this seemingly existential challenge is to generate enough economic growth to build a social safety net before these demographic trends pose the threats outlined. This is the real reason that China needs to sustain economic growth, enhance its role on the global stage and complete the transition from emerging to emerged economy. China needs to get rich before it gets old, and, as the prior graph illustrates, it has about one generation to do so. 1,200,000 1,000,000 800,000 600,000 400,000 200,000 1950 1960 1970 1980 1990 2000 2010 2020 2030 2040 2050 2060 2070 2080 2090 2100 Source: United Nations Population Division, BBH Analysis. Data as of October 19, 2015. 8 Brown Brothers Harriman Quarterly Investment Journal InvestorView Conclusions China is an economy in transition, and the prospect of an aging population implies that the country needs to accelerate that progress to a mature economy characterized by robust and domestic sources of economic activity, a transparent business and political environment, and enough wealth to sustain a population that will increasingly call on government support. Other economies have made similar transitions throughout history, but not at the scale and under the time pressure that China faces. That poses risks, and as China plays a bigger and bigger role on the world stage, those risks redound not just to China alone. Of course, many of our investments in domestic and international multinational companies depend on Chinese demand to drive their bottom line, so our indirect investments in China carry a diluted version of some of these risks.” when those policies collide? How will the government establish a truly independent banking system, which today exists largely as a policy arm of the government? How will the central bank fully float the RMB, and is it willing to cede control to the market, as a full float implies? Only time will tell if these (and other) dynamics evolve smoothly, but it is clear that the Chinese government wishes to play a more influential role on the world stage and appreciates that this objective requires it to embrace these developments. A chief risk is the tricky shift from true communism to some hybrid form of market socialism. This transition has been underway since Deng Xiaoping in 1978 first introduced the concept of private land ownership, allowed for more free market pricing of goods and created special economic zones to encourage exports. Top-down management by the state was replaced by bottom-up initiative and even entrepreneurialism, which helped to drive per capita GDP from $195 in 1978 to $3,866 today. The economy remains centrally guided, if not strictly planned, but the ability to enact central control over the economy can be fragile when the population sees the benefits (and, admittedly, the detriments) of capitalism in their own lives. The Tiananmen Square protests of 1989 stand as an example of what could happen if economic growth slows too much or the party tries to rein in social and economic freedoms too tightly. That transition is tricky, and there is no guarantee that the party will get it right, although the historical record since reforms were first introduced in 1978 is generally encouraging. There are multiple challenges to economic development that fall outside the scope of this article but that China will need to address if the economy is to successfully transition to a developed model. How will the country and the ruling party balance market liberation with social control, and how will they respond The rapid transitions outlined in this article make China a particularly tricky place to invest. In addition to the fundamental and valuation risks that normally accompany any investment, Chinese equities require investors to assume added political, regulatory and economic risk, the analysis of which can be daunting. Our direct investments in China are therefore limited at present, largely as a function of this opacity. We anticipate that as the evolution of the Chinese economy proceeds, it will become easier to identify true company value and invest with greater conviction. Of course, many of our investments in domestic and international multinational companies depend on Chinese demand to drive their bottom line, so our indirect investments in China carry a diluted version of some of these risks. In those cases, we rely on the insight of corporate and local management to assess and manage the extraordinary risks discussed in these pages. None of the forgoing is intended to diminish the risks that China poses to the global economy, but simply to place those risks into the context of an economy in transition. We believe that China will continue to be an engine of global economic activity, but that the dynamic growth of the past will give way to more modest, but durable, growth in the future. This is the natural maturation of an economy seeking to become a more prominent player on the global stage while creating enough economic wealth to build out the social infrastructure that an aging population will increasingly need. We’re watching an emerging market emerge in real time, and at an accelerated pace, and we conclude that, whereas that certainly poses risks to the global economy, those risks are outweighed by the opportunities. Brown Brothers Harriman Quarterly Investment Journal 9 Investing Equities: Core Select Update Large cap equities experienced a substantial pullback during the third quarter of 2015 amid a global de-risking of portfolios. While rising concerns of spillover effects from economic slowdowns in the developing world were arguably the primary catalyst for worsening sentiment, we also believe that investors have been weighing other factors such as generally high equity valuations, lukewarm macroeconomic conditions, rising debt levels, geopolitical challenges and questions about the efficacy of extended monetary accommodation by central banks. The S&P 500 Index declined by 6.4% during the quarter, while the BBH Core Select Representative Account2 (Core Select) declined by 4.8%. Year to date, the S&P 500 is down by 5.3%, and Core Select is down by 5.9%. Over the last five years, Core Select has compounded at an annualized rate of 12.7% per annum vs. 13.3% for the S&P 500 Index. Measured from the prior market peak reached in October 2007, Core Select has compounded at 8.6% per annum, which compares to 5.2% for the S&P 500. 1 Authors Tim Hartch Partner Co-Manager of Core Select Michael Keller Partner Co-Manager of Core Select The equity market pullback in the quarter neither surprised nor disappointed us, given our observations over the last few quarters regarding stretched valuations, narrowing market leadership 10 Brown Brothers Harriman Quarterly Investment Journal and evidence of increasingly indiscriminate buying on the part of exchange-traded funds (ETFs) and index strategies as well as short-term-focused investors who had been chasing the markets higher. As we have noted in our prior investor updates, our cautious posture and adherence to high standards for business quality and valuation had resulted in our building up a higher level of un-deployed cash in Core Select than has been typical in the past. Cash is not an intrinsically attractive asset, but it can be a valuable buffer in bullish market environments with rapidly accumulating price risks. As such, our cash position contributed to our downside protection as markets came under pressure in the third quarter. The market decline in August and continued volatility in September gave us several opportunities to deploy capital at attractive discounts to our estimates of intrinsic value.3 Nevertheless, it would still be difficult for us to make the case that all signals are clear for the equity markets generally – the global economy remains in a somewhat tenuous state, corporate earnings growth has moderated, financial leverage has continued to build, and the U.S. Federal Reserve appears unsure of how to engineer a needed policy normalization without creating additional risks of market tumult and foreign exchange imbalances. We believe these factors present potential risks for our businesses and equity valuations overall, and as such, we have been relatively measured in the pace of our incremental investments. Moreover, we have favored adding to companies in which our level of confidence and visibility is highest, rather than simply putting cash into the stocks with the largest discounts to our intrinsic value estimates. This approach is consistent with how we have invested over time in both rising and declining markets. Examining our third-quarter performance, the strongest contributor was Chubb, which had a total return of 29%. Chubb’s shares rose following the company’s announcement that it had agreed to be acquired by Ace Ltd., a large, globally diversified property and casualty insurer headquartered in Switzerland. The proposed acquisition price of $125 per share, which includes both a stock and cash component, was in line with our estimate of Chubb’s intrinsic value. Since we initiated our position in 2007, Chubb’s focused and long-term-oriented management InvestorView team has meaningfully grown shareholder value through strong operational execution and intelligent capital allocation. We believe that Chubb presented an attractive acquisition target given its strong market position, good brand reputation and well-capitalized balance sheet. As it is not our intention to roll our Chubb position into shares of Ace, we began to reduce our position in Chubb in July. Our second best contributor in the quarter was Google, whose Class C shares rose by 16%. Google is among our top five holdings and has been a meaningful positive contributor to Core Select’s performance over the last three years. The shares advanced sharply in July after the company reported strong quarterly results led by growth in mobile search, YouTube and programmatic campaigns. Despite pressures from adverse currency translation and the continued mix shift toward distribution platforms that have a lower “cost per click,” Google’s core revenues (excluding pass-through payments to online publishers) grew at a robust 13%. Equally important was the deceleration of growth in the company’s operating costs in the quarter, which along with lower-than-expected capital spending helped to drive strong free cash flow conversion. Google’s recently appointed CFO Ruth Porat affirmed the company’s intention to sharpen its focus on cost and capital optimization in the interest of driving improved long-term shareholder value. We view this as an appropriate pivot for Google at this stage in its lifecycle, and we do not believe it undermines Google’s ability to innovate and grow. The company’s commitment to this strategic evolution was also apparent in its August announcement of a new operating structure that will create a public holding company called Alphabet. Within this new structure, Google’s core internet businesses will be reported as one segment, and its nascent endeavors in areas such as life sciences, broadband connectivity and home automation will be reported separately. As part of this transition, Sundar Pichai, formerly the Senior VP of Products at Google, recently took over as the CEO of the core Google business. Following the reorganization, Alphabet will become the publicly listed entity and the current Class A (ticker GOOGL), and Class C (GOOG) common shares will represent the same number of corresponding shares in the resulting Alphabet equity capital with the same shareholder rights. We view this reorganization and the increased transparency it will provide as a positive, given that it will enable investors to evaluate the growth and profitability of the core online advertising operations apart from the non-core, early-stage investment businesses. Google continues to trade at a meaningful discount to our estimate of intrinsic value per share. Other solid performers in the quarter included Progressive Corp., Nestlé and Baxter International. Shares of Progressive gained 10% as investor sentiment toward the auto insurance sector began to improve with reports of rate increases beginning to take hold industrywide. In the last few years, the rate environment in property and casualty insurance has been generally weak due to low inflation in claims costs and the pass-through impact of lower reinsurance pricing. Spurred by a recent uptick in accident frequency and severity, the auto insurance market has achieved some firming of rates, which has improved the earnings outlook for well-positioned companies like Progressive and GEICO (part of Berkshire Hathaway). Nestlé shares returned 4% in the third quarter, as the company’s strong product portfolio and good execution have continued to offset unsteady economic conditions, particularly in developing markets. Nestlé is distinguished by its participation in generally higher-growth categories and geographic markets, which has enabled the company to balance weaker performances with outperformers. Nestlé’s focus on nutrition, health and wellness has positioned it well to capitalize on important consumer trends and changing demographics. In addition, the company’s forward-looking stance on innovation – along with its strong gross margins that fund this innovation – has enabled it to engage with consumers with appealing products at both the high and low ends of the value spectrum. The strength of Nestlé’s brands and its innovation capabilities drive pricing power, which, combined with internal efficiency programs, should enable the company to improve margins even if it experiences input cost inflation. We believe that Nestlé’s consistent formula of mid-single-digit organic growth with improving margins and strong cash conversion should continue to drive long-term value creation for shareholders. While emerging market pressures and foreign exchange impacts may affect reported results in the near term, the fundamentals of the company remain strong. At the beginning of July, Baxter International completed the spin-off of its biosciences business into a new, publicly traded entity called Baxalta, which we will discuss later. Baxter now comprises the medical products and renal care businesses of the former combined entity. Shortly after the spin-off, Baxter’s shares rose sharply at the end of July and into early August, initially driven by the company’s disclosure that its board of directors had started a search for a new CEO to replace Bob Parkinson, then Brown Brothers Harriman Quarterly Investment Journal 11 later by the announcement of a large stock position accumulated by an activist investor who was seeking seats on the board. Spurred by these catalysts, the stock quickly traded toward our intrinsic value estimate, leading us to exit our position for Core Select. Our weakest performers in the third quarter were Southwestern Energy, Zoetis and EOG Resources. Southwestern shares fell 44% in the quarter and are down by 54% thus far in 2015. While all four of our energy industry holdings have been hit hard by continued weakness in the underlying commodity prices, Southwestern has been particularly pressured as investors have been skeptical about the company’s ability to generate sufficient cash flows to fund growth in its newly acquired low-cost acreage in the southwest Marcellus and Utica shales while at the same time running a smaller drilling program in the Fayetteville shale, which has generally higher total costs. In addition, Southwestern and its peers operating in the Marcellus have continued to experience wide differentials between their price realizations and broadly traded benchmark natural gas prices due to constraints on pipeline capacity in the region. We agree with the company’s assessment that these differentials are likely to narrow over time, but in the short term, they will likely continue to pressure production revenues. Southwestern’s operating skills and low costs of drilling and completion combined with incremental reductions in external well service costs are key factors that we believe will allow the company to ride out the current sustained period of headwinds. Southwestern’s balance sheet swelled with last year’s acquisition of the additional Marcellus and Utica acreage, but we believe the term structure of the supporting debt is appropriate and that the company’s reliance on variable capital sources such as credit facilities is relatively small. Also within the energy sector, EOG Resources was down by 17% in the third quarter as crude oil prices retreated from a midyear bounce. Despite the continued price-related headwinds in the oil and gas markets, we have been quite pleased with the operating performance at EOG, as the company has carefully managed its capital deployment and delivered material cost reductions to offset sharp revenue pressures. Notably, EOG’s management team has asserted that production in its given the aggressive stance of OPEC and continued broad pressures on commodity price sentiment in the context of slowing global GDP growth. The oil and gas price assumptions we use in our base case valuation models in the energy sector assume only a gradual movement back toward marginal costs of production several years in the future. While there is certainly no guarantee that commodity prices will hew to those marginal cost levels over time, our extensive work on the supply and demand economics of the industry and the growing budgetary pressures within major oil exporting countries help to de-risk a constructive stance, in our view. EOG remains our largest position in the energy industry. Zoetis shares declined by 14% during the quarter, with much of the downside occurring in late September alongside the healthcare industry broadly as sentiment was affected by a political backlash against prescription drug price escalation in the U.S. Fundamentally, Zoetis continues to perform well and operates in areas that are shielded from government-driven price pressures. The company appears to be executing well on its major operational restructuring that was announced in May to streamline operations and emphasize key product lines and regions. Zoetis estimates that operating margins could expand from 25% in 2014 to an estimated 34% in 2017, reflecting a shift to higher-margin products and regions as well as expense reduction initiatives. We also expect that working capital levels could ease over the next few quarters, potentially driving stronger growth in free cash flow. These financial improvements are a key part of our investment thesis on Zoetis, but we also remain very positive on the company’s consistent top-line growth, particularly in the U.S. market and in the companion animal market, despite currency headwinds. We believe the We agree with [Southwestern’s] assessment that these differentials are likely to narrow over time, but in the short term, they will likely continue to pressure production revenues.” core domestic shale plays (Eagle Ford, Bakken and Delaware Basin) can earn after-tax rates of return in excess of 30% at $50 crude oil prices. Returns at those levels are enabled by the company’s attractive assets, low operating costs and incremental technology advances in well targeting and spacing. These characteristics, along with a well-managed balance sheet, inform our view that EOG can deliver long-term value creation despite its often-volatile industry setting. We do not make near-term predictions on the trading price of crude oil, but in the current context, we acknowledge that prices may remain depressed for some time 12 Brown Brothers Harriman Quarterly Investment Journal InvestorView underlying fundamentals of the company, and its leadership position in the attractive animal health market, remain strong. The third quarter was an active period for us in terms of portfolio changes. In August, we initiated a new position in Discovery Communications, a world leader in nonfiction and science-based TV programming. Discovery reaches nearly 3 billion cumulative viewers across 220 countries with a broad assortment of unique, high-quality video content through well-known branded networks such as Discovery Channel, TLC, Animal Planet and Science. In our view, Discovery’s key strengths include its strong positioning in desirable content categories, its appeal to engaged affinity groups that are valuable to advertisers and its expansive international business, where pay TV penetration is growing. The share prices of Discovery and its peer companies in the media content business have come under substantial pressure over the last year mainly due to mounting concerns that changes in viewership habits and shifts to “over-the-top” digital content distribution will upend the current industry structure in the critical U.S. market, in which cable distributors pay affiliate fees to content providers on a per-subscriber, per-month basis, then construct bundled channel offerings for which consumers pay a bundled rate. The common argument against this longstanding industry structure is that newer platforms such as Netflix, Amazon and Hulu will compel consumers to abandon bundled cable subscriptions in ever-larger numbers, which will put increased pressure on affiliate fee revenues for the networks. We agree that digital distribution will become more prevalent over time and that at the margin, there could be unbundling or downsizing of channel packages. However, we believe that Discovery has defensive and offensive attributes that will allow it to thrive in the changing landscape, specifically: • The company’s continued growth in international markets should act as a meaningful offset to subscriber declines in the U.S. • Discovery’s programming and its content library appeal to a large audience with attractive demographics. As the company engages with alternate distribution platforms over time (or potentially creates its own), the growth in related royalties will be an important offset to any erosion of the traditional affiliate fee model. Even as distribution models change, high-qual- Declines in advertising revenue have been another recent headwind for the cable networks. These pressures have largely resulted from ratings declines that have occurred as consumers spend more time on alternative video platforms such as Netflix and YouTube. We expect these headwinds to persist in the intermediate term, but as noted, we believe that Discovery’s pricing power and the likelihood of greater engagement and monetization of digital platforms over time will act as key offsets to declines in traditional linear TV advertising revenues. ity content remains the scarce asset in the media ecosystem, and we strongly believe that customers will continue to pay for it. • Even with modest subscriber declines for the industry within the U.S., we expect Discovery’s affiliate fee revenue to achieve steady positive growth driven by pricing power. Our view is that cable distributors will not risk alienating subscribers by removing Discovery’s content, especially given its relatively low cost compared to other networks and the audience share it delivers. Our baseline financial assumptions for Discovery incorporate continued mid-single-digit growth in revenues, reasonable margin leverage as content is spread across the geographic footprint at little extra cost, a mix shift toward international profits that are taxed at lower rates and continued modest capital requirements. The resulting free cash flow growth opportunity is attractive in our view, and the company’s shareholder-friendly capital return policy should drive additional value over the long term. After our initial Discovery purchase in August, we added to the position several times at prices that represented a substantial discount to our estimate of intrinsic value per share. In early July, we received shares of PayPal Holdings after it was spun off from eBay as an independent company. We are enthusiastic about the long-term prospects for PayPal as it pursues continued growth in the attractive global market for online and mobile payments. We believe that the company’s vast two-sided network of Brown Brothers Harriman Quarterly Investment Journal 13 We believe that [PayPal’s] vast two-sided network of users and merchants and its scalable, secure global infrastructure represent a strong competitive position and multiple avenues for growth.” users and merchants and its scalable, secure global infrastructure represent a strong competitive position and multiple avenues for growth. PayPal has 169 million active users who collectively transacted more than $250 billion in payment volume in the year ended June 30, 2015. With an open and flexible platform approach, PayPal adds value for the parties on both sides of a transaction. PayPal’s online and appbased interfaces enable consumers to be in control of the purchase flow while limiting the amount of personal information they share. Merchants benefit from competitive pricing, value-added site tools and guaranteed payment. Alongside its core online payments business, we believe that PayPal has several compelling parallel opportunities in areas such as next-generation point-of-sale solutions, multichannel payment integration, cross-border remittances, small business credit, transactional consumer credit, social payment technologies and merchant loyalty solutions. Given these opportunities and the solidity of the core business, we believe that PayPal’s shares are attractive at current levels. In August, we approximately doubled our position size at prices in the low $30s. As noted earlier, Baxter International split off its biosciences business into a new public company called Baxalta in early July. With $6 billion in sales, Baxalta is a global leader in the development, manufacturing and commercialization of therapies that address unmet medical needs in various disease areas including hemophilia and immunology. The company is also investing in complementary areas including oncology, gene therapy and biosimilars. Baxalta’s core strategy is to improve diagnosis, treatment and standards of care across a wide range of bleeding disorders and other rare chronic and acute medical conditions by developing and leveraging a differentiated product portfolio, ensuring the sustainability and safety of supply to meet growing demand for therapies and accelerating innovation in new treatment areas by leveraging internal expertise as well as acquisitions and collaborations. We believe that Baxalta has a very strong leadership team and a solid portfolio of new and differentiated products. The company has invested in its market-facing activities to sharpen its commercial execution in sales and the product launch process. Importantly, the company has also reinvigorated its research and development (R&D) organization by 14 Brown Brothers Harriman Quarterly Investment Journal moving away from a focus on product lifecycle management and instead pursing cutting-edge innovation with an expanded team of world-class scientists at a newly created facility in Cambridge, Massachusetts. Over the last two years, Baxalta has received seven key approvals and advanced five programs into regulatory review. We believe that the company can grow its revenues at attractive high single-digit rates for several years while also achieving margin and cash flow improvements as separation costs and capital spending are reduced. We added to our position shortly after the spin-off based on our view that the public market valuation did not appropriately reflect the quality of the business and the free cash flow strength that we foresee over the next few years. We were surprised to learn in early August that the Irish pharmaceuticals company Shire PLC had approached Baxalta with an all-stock merger proposal at a substantial premium. Baxalta’s management team and board declined the initial offer given their view that the strategic rationale was somewhat lacking and the valuation was too low. For our part, we see some merit to a potential combination on the basis of cost consolidation and tax savings, and we believe it is possible that the two companies will continue a dialogue over the next few months. Since the initial announcement, the proposed value of the deal has slipped as Shire’s share price has fallen. With the large market decline in mid-August and subsequent volatility throughout the remainder of the quarter, we were able to make several small additions to other positions in Core Select at attractive discounts to our intrinsic value estimates. We added to our position in Oracle at three different points as the shares’ valuation continued to imply low growth expectations and muted investor sentiment in spite of what we believe to be solid underlying business performance. We also added to Qualcomm, as we believe the InvestorView currently low valuation reflects an overreaction to certain cyclical and competitive challenges. We added modestly to our existing holdings in Diageo and Wal-Mart, two consumer-oriented companies in which investor sentiment and expectations have trended negatively over the last few quarters. Both are facing headwinds in their markets, but we are pleased with the strategic course the management teams are pursuing. Finally, we added to our positions in U.S. Bancorp and Wells Fargo after the share prices dropped sharply, driven by concerns that equity market volatility would compel the Federal Reserve to further delay raising short-term interest rates. At the end of the third quarter, we had positions in 31 companies, with 46% of our assets held in the 10 largest holdings. Core Select ended the quarter trading at 76% of our underlying intrinsic value estimates on a weighted average basis, compared to 83% at the end of the second quarter and 86% at the end of 2014. As detailed, we took advantage of the market’s weakness and bought or added to our holdings in several companies, ultimately investing nearly 7 percentage points of portfolio value on a gross basis. Offsetting these additions were our reductions in Chubb and Baxter International. While the valuation environment overall is clearly more favorable than it was even a few months ago, we still see certain high-level risks that could affect our companies’ earnings or market sentiment generally. In addition, absolute valuation levels still remain fairly high for many companies in Core Select and our investment “wish list.” As such, we will remain patient in our deployment of capital and will continue to favor high-conviction businesses where we have better visibility regarding the range of potential outcomes. We ended the third quarter with a cash position of 12%. Our investment team is pleased to announce the milestone of our 10-year anniversary managing Core Select. We are proud of the long-term track record that we have achieved through the consistent application of our highly selective, value-oriented “buy-and-own” approach. As we have said in the past, we strongly believe that the ultimate driver of differentiated performance over the long run is a differentiated approach that is delivered in a consistent way by a dedicated and talented team. Our fellow Core Select investors can be assured that our adherence to this philosophy remains every bit as tight as it did when we set out in 2005. Our commitment for the future is straightforward: we will consistently apply our demanding qualitative investment criteria, we will exhaustively research our companies and our industries, we will invest with a margin of safety,4 and we will maintain a long-term, ownership-based approach. We will not bind ourselves to short-term thinking or benchmark sensitivity, but instead will aspire to deliver attractive compounding over full market cycles by participating in rising markets and protecting capital during challenging periods. We greatly appreciate the interest and support you have shown us over the last 10 years. We feel very fortunate to have an outstanding group of clients and partners that have entrusted us with their capital. Here’s looking ahead to another great decade! The holdings identified do not represent all of the securities purchased, sold or recommended for clients. Performance data quoted represents past performance, which is no guarantee of future results; investor principal is not guaranteed, and there is a possibility of loss on all investments. Further information on the calculation methodology and a list showing every holding’s contribution to the overall account’s performance during the quarter is available upon request. BBH prepares proprietary financial models for each Core Select company in order to determine an estimate of intrinsic value. Discounted cash flow analysis is the primary quantitative model used in our research process. We supplement our discounted cash flow work with other quantitative analyses, such as economic profit models, internal rate of return models and free cash flow multiples. A number of the comments in this document are based on current expectations and are considered “forward-looking statements.” Actual future results, however, may prove to be different from expectations. The opinions expressed are a reflection of BBH’s best judgment at the time this document was compiled, and any obligation to update or alter forward-looking statements as a result of new information, future events or otherwise is disclaimed. Furthermore, these views are not intended to predict or guarantee the future performance of any individual security, asset class or markets generally, nor are they intended to predict the future performance of any BBH account, portfolio or fund. There is no assurance that any securities discussed herein will remain in an account’s portfolio at the time you receive this report or that securities sold have not been repurchased. The securities discussed do not represent an account’s entire portfolio and in the aggregate may represent only a small percentage of an account’s portfolio holdings. It should not be assumed that the recommendations made in the future will be profitable or will equal the performance of the securities mentioned within the article. A complete list of portfolio recommendations for the past year is available upon request. The information provided in this article should not be considered a recommendation to purchase or sell any particular security. 1 S &P 500 Index: An unmanaged capitalization-weighted index of 500 stocks designed to measure performance of the broad domestic economy through changes in the aggregate market value of 500 stocks representing all major industries. The index is not available for direct investment. 2 The representative account is the largest account managed with the same investment objective and employing substantially the same investment philosophy as the Core Select strategy. Performance figures for the representative account are reported net of a 1% investment advisory fee. Performance of different types of investment vehicles employing this strategy may differ as a result of the different fees, expenses, charges, number of securities and restrictions applicable to the vehicles. 3 Intrinsic value: BBH’s estimate of the present value of the cash that a business can generate and distribute to shareholders over its remaining life. 4M argin of safety: when a security meets our investment criteria and is trading at meaningful discount between its market price and our estimate of its intrinsic value. Brown Brothers Harriman Quarterly Investment Journal 15 Book Review: The Outsiders: Eight Unconventional CEOs and Their Radically Rational Blueprint for Success In his 2012 letter to Berkshire Hathaway shareholders, Warren Buffett casually recommended a book, The Outsiders: Eight Unconventional CEOs and Their Radically Rational Blueprint for Success, by William N. Thorndike, Jr., calling it “an outstanding book about CEOs who excelled at capital allocation.” In 2013, the book quickly became a hit and won public praise from a range of CEOs and star investors. In a Forbes interview, Thorndike himself said: “The reaction to the book has dramatically exceeded any expectations I had … .” While the book has generated discussion in many areas, possibly the most important contribution is that Thorndike, as well as many of “the outsiders,” are collectively responsible for putting the previously obscure term “capital allocation” into the business lexicon. So what was so special about this book? The book, which began as a research project that wound up spanning eight years, starts with the premise that a CEO’s performance should be judged objectively by the long-term returns he or she earns for shareholders relative to the broad market. Thorndike was looking for CEOs whose stock returns exceeded two performance hurdles. They had to beat the relative performance (vs. the S&P 500) that Jack Welch earned during his tenure at GE and also meaningfully exceed their industry peer group. At a certain point, he realized the CEOs who met these criteria had several things in common – among those were a preference for independent thinking, a focus on cash flow over reported earnings and, perhaps most importantly, an understanding of how astute capital allocation can increase a firm’s per share business value. In Thorndike’s words: “CEOs need to do two things well to be successful: run their operations efficiently and deploy the cash generated by those operations.” The latter of those two tasks, capital allocation, is often overlooked by CEOs, yet is a critical driver of long-term returns. Thorndike says it best: Basically, CEOs have five essential choices for deploying capital – investing in existing operations, acquiring other businesses, issuing dividends, paying down debt, or repurchasing stock – and three alternatives for raising it – tapping internal cash flow, issuing debt, or raising equity. Think of these options collectively as a tool kit. Over the long term, returns for shareholders will be determined largely by the decisions a CEO makes in choosing which tools to use (and which to avoid) among these various options. Stated simply, two companies with identical operating results and different approaches to allocating capital will derive two very different long-term outcomes for shareholders. Author Tom Martin Assistant Vice President Investment Strategy Analyst Published by Harvard Business Review Press, Copyright William N. Thorndike, Jr. 16 Brown Brothers Harriman Quarterly Investment Journal InvestorView Henry Singleton, the original outsider, provides an interesting case study. Singleton earned bachelor’s, master’s and PhD degrees in electrical engineering from MIT, had no formal business training and was described as somewhat of a recluse. In the 1960s, Singleton’s conglomerate Teledyne refused to pay dividends, a decision that stuck out much more then than it does now. When there was a bubble in conglomerate stocks during that decade (which Buffett writes about in his 2014 letter), Singleton used this overvalued currency – Teledyne stock – to make 130 acquisitions. In contrast to other conglomerates of the day, though, Teledyne emphasized a decentralized operating model, with limited staff at headquarters. Eventually, Singleton largely removed himself from what little centralized operations there were in the firm and focused on capital allocation for the business. In 1969, as the honeymoon with conglomerates came to a crashing end, Singleton stopped acquiring. As Teledyne stock plunged with the rest of the market, between 1972 and 1984 Singleton tendered for an unprecedented 90% of Teledyne’s outstanding shares (at a time when repurchases were “unpopular and controversial”), earning a compound return of 42% on these purchases. The result was that while net income increased sevenfold during this period, per share earnings increased by more than 40 times. The combined results of paying for quality businesses with overpriced stock and then repurchasing undervalued shares in the 1970s led to a 20% compound return over the span of 27 years – more than nine times that of peers and 12 times that of the S&P 500. While the CEOs Thorndike profiled in The Outsiders achieved success in different ways, they also shared a number of remarkably similar traits. All were first-time CEOs, and none gave Wall Street guidance. Almost all opportunistically used share buybacks and acquisitions, and all employed a decentralized operating structure in their firms. On the personal side, the CEOs were highly analytical and frugal, and they all embraced independent thinking. Many eschewed most forms of public communication that are commonplace among CEOs today. The key metric they sought to maximize in the long term was the per share business value of their respective firms. A fitting way to summarize these CEOs is that they brought an investor’s mindset to the business of management. While investing skill is more prevalent among money managers than CEOs, it is no less important to shareholder returns than operational prowess. Though there are many paths that CEOs can take to achieve success – they can be a visionary like Steve Jobs or a master in operations like Jeff Bezos – the investor’s mindset that the eight outsiders brought to the job is commonly overlooked. “The Outsiders” Tom Murphy Capital Cities Broadcasting Henry Singleton Teledyne Bill Anders General Dynamics John Malone TCI Katharine Graham The Washington Post Company Bill Stiritz Ralston Purina Dick Smith General Cinema Warren Buffett Berkshire Hathaway As Thorndike points out, these CEOs were constantly aware of the full range of opportunities they had for deploying capital. They were continually aware of both the price and the value of their own stock, as well as the price of potential acquisitions and internal reinvestment opportunities. At BBH, an emphasis on capital allocation has long been a part of our investment process, as it goes hand in hand with value investing. Among other things, we look for both management teams and investment managers who are good stewards of capital. Many company management teams today are incentivized to grow earnings per share (EPS) at all costs; however, this can often be in conflict with the principles of good capital allocation. Good management teams realize that there should be a high bar for growing a business through acquisitions or reinvestment and that sometimes the best investment is your own stock. Simply knowing these facts, however, still doesn’t make the execution any easier. In fact, the data indicates that most companies have poor buyback records. Anecdotally, it appears companies do share buybacks when they have extra cash on hand or as a short-term EPS management tool, as opposed to when their stock is cheap. The Outsiders does a masterful job at bringing the obscure and misunderstood practice of capital allocation into the foreground. In addition, it sheds light on the idiosyncratic personalities of some of the most successful CEOs of all time. The management techniques espoused in the book are compelling and highly rational, and we think any student of the business world would benefit from reading it. Brown Brothers Harriman Quarterly Investment Journal 17 WEALTH PLANNING Estate Planning for Your Online Afterlife: Should Your Online Accounts Die with You, or Should They Live On into the Digital Beyond? Have you ever thought about what might happen to your online accounts such as email, photo sharing, social media and iTunes after your death? Given recent developments in the law, the better question to ask yourself may be: “What do I want to happen to my online accounts after my death?” Author Karin Prangley Senior Vice President Wealth Planner The fate of one’s online afterlife is a topic that lawyers and technology companies have struggled to address for the past several years. While both groups recognized the importance of enacting new laws that would resolve whether and how various legal representatives (such as executors, personal representatives, powers of attorney, guardians and trustees) can access the online accounts of a deceased or disabled person, until recently, the two could not agree on what exactly those laws should say. Most existing laws addressing a legal representative’s access to the property of a deceased or disabled person were written long before the age of the internet and are insufficient to cover online account access. After all, online accounts aren’t like cash, jewelry and art; a legal representative can’t simply take physical 18 Brown Brothers Harriman Quarterly Investment Journal custody of online accounts from the deceased or disabled person’s home. Moreover, online accounts are often protected by username and password information that the legal representative may not know. In some cases, even with the password and username, a provider’s terms of service may restrict or prohibit any access following death or disability. Having the means to access the online account (i.e., username and password) is not the same as having the legal right to do so. Federal data privacy laws prohibit many online account providers from disclosing account contents without a government subpoena, and none of the laws expressly authorize providers to give the password or account contents to a deceased or disabled person’s legal representative. Understandably, some online account providers choose to simply prohibit any access following death or disability rather than risk violation of a federal data privacy law. As understandable as a “no access following death or disability” policy might be from a legal perspective though, grieving families have struggled to accept it. InvestorView Over the past 10 years, many families have taken account providers to court to obtain the email and social media accounts of deceased loved ones. Certainly, no technology company enjoys being painted in the press as unsympathetic to grieving families, but the companies remained firm that access by well-intentioned family members must yield to user privacy. These landmark legal battles underscored the need for a new set of laws that would definitively answer the question: do authorized legal representatives have access to the online accounts of a deceased or disabled person? The Uniform Law Commission (ULC), a nonprofit organization comprising lawyers that drafts model state laws on areas of legal ambiguity, was one of the first to attempt a solution. In 2014, a group of ULC lawyers set forth a model law that would provide a legal representative with full access to the online accounts of a deceased or disabled person, and any terms of service that restricted or prohibited such access would be declared null and void. The lawyers argued that allowing a legal representative to have automatic and full access to the online life of the deceased or disabled person should not be controversial. After all, legal representatives will have access to and control of one’s bank and investment accounts, real estate, physical mail, tax records and all tangible assets. Why treat online assets differently? ULC’s lawyers also argued that it is not only consistent with longstanding trusts and estates laws for legal representatives to have full access to online accounts, but also crucially important to grant such access. Email is increasingly one’s primary means of communication; people are encouraged to “go green” and receive important statements and documents relating to various components of their financial and nonfinancial lives strictly via email. If a person is no longer around to access email, it is often difficult for those left behind to piece together his or her financial and nonfinancial lives. If no record of a financial asset such as a bank account or insurance policy exists outside of an email account, important and financially valuable assets could go undiscovered following the accountholder’s death or disability. After all, online accounts aren’t like cash, jewelry and art; a legal representative can’t simply take physical custody of online accounts from the deceased or disabled person’s home.” Although legislatures in 26 U.S. states considered the ULC’s model law, it has thus far not been successfully enacted anywhere. Large technology companies such as Yahoo!, Facebook, AOL, Google and their trade/lobbying associations were adamant that the ULC got it wrong and that the majority of people in the U.S. do not want their electronic communications such as email and social media messages disclosed following death. Electronic communications, they argued, were not like physical letters that a person could expect his or her family to read and access after he or she dies or becomes disabled. Further, they said, the nature of communications has dramatically changed, and the American public now expects email, text and social media messages to remain private in the afterlife. The tech companies rejected the ULC’s model law in favor of the Privacy Expectation Afterlife and Choices (PEAC) Act drafted by technology trade association NetChoice, which provides that no legal representative may access the electronic communications (i.e., email and social media messages) of a deceased person unless that representative obtains a court order and demonstrates that the deceased person consented to access by the representative. As the 2015 legislative year passed, everyone involved in the attempt to develop a law to provide or prohibit access to online accounts following death or disability learned that it would be nearly impossible to enact the ULC’s model law or the PEAC Act in multiple states. Lawyers and technology companies fought to a draw. In May 2015, representatives from several large technology companies contacted ULC representatives to negotiate a compromise. The negotiations resulted in the Revised Uniform Fiduciary Access to Digital Assets Act (RUFADAA), which makes a distinction between online accounts that do not contain any protected electronic communications (such as domain names) and online accounts that hold certain types of electronic communications (such as email accounts) – for which experts believe there is a greater expectation of privacy. Thus, under Brown Brothers Harriman Quarterly Investment Journal 19 RUFADAA, an authorized legal representative can only access protected electronic communications if the deceased or disabled person consented to such access. The deceased or disabled person can consent to access in estate planning documents such as a will or power of attorney or through a setting inside the online account itself that allows the user to designate his or her wishes in the event of death, incapacity or account inactivity. The expectation of privacy for online accounts that do not contain protected electronic communications is much less, and therefore, the rule for those types of accounts is reversed: unless the deceased or disabled person restricted access, an authorized legal representative may access such accounts. RUFADAA is “hot off the press” – it was finalized on September 11, 2015, and it may be awhile before it is the law in most states. When it does become the prevalent law, the express consent of the accountholder is paramount to ensure an authorized legal representative has access to electronic communications such as email. Accordingly, proper estate planning to address online accounts is more important than ever. If your estate plan does not address your online accounts, consider whether you would like your legal representatives to have access following your death or disability. Are there any particularly sensitive online accounts that you would like to remain private? If making any online account private will render it more difficult or impossible for your legal representatives to find and access your financial accounts, develop an alternative plan to preserve the important financial information in such accounts. After considering your wishes for online accounts, contact your BBH Wealth Planner and/or estate planning attorney to ensure your estate planning documents include the appropriate language that specifically authorizes or prohibits access to your online accounts. Depending on your wishes, appointing a special “online executor” to take responsibility to shut down your accounts or otherwise manage your online identity may be appropriate. If you would like your legal representatives to have access to your online accounts following death or disability, updating your estate planning documents is just one step. Most online accounts do not require any paperwork, and therefore, it is often hard for legal representatives to know where to look to actually find such accounts; creating a list of online accounts, usernames and passwords can help with this issue. There are a 20 Brown Brothers Harriman Quarterly Investment Journal number of ways to create this list. One option is to write out all online accounts, usernames and passwords on a physical piece of paper. Although simple and easy, there are obvious security concerns with this approach. What if the list is stolen or falls into the wrong hands? What if your legal representatives can’t find it when they need it? A better approach would be to keep an updated, encrypted electronic file with a list of all passwords and to store the password needed to unlock the encrypted file separately; make sure that your legal representatives know to look for this list if something happens to you. Online or software-based storage accounts may also help: a service provider will store digital data regarding online accounts, usernames and passwords and release it according to the owner’s instructions. In this case, the legal representative would merely need to know that the deceased or disabled person is a participant in the service (no password required). These sites usually offer state-of-the-art security, and participation fees are usually modest. Whether or not you want your online accounts to outlive you, it makes sense to review the terms of service of your online account providers – or at least those you use most often – to understand what will happen to such accounts following death or disability. For example, Yahoo!’s terms of service completely restrict access in such cases. Google’s terms of service, as one alternative example, do allow legal representatives to gain access to a deceased user’s account under certain circumstances. An optional feature within all Google accounts, the Inactive Account Manager, also lets users plan in advance for what should be done with their accounts if they become inactive (as a result of death or otherwise). Whichever online service providers you use, it is a good idea to become familiar with what will happen to your account after death or disability and to terminate accounts with those that cannot fulfill your objectives. The BBH Wealth Planning team has been carefully following the developments regarding estate planning for your online accounts and would be pleased to discuss this topic with you and your team of legal advisors in greater detail. InvestorView Inside bbh BBH Investor Day Recap On September 28, BBH hosted our inaugural Investor Day in New York City, drawing over 200 attendees.We want to thank attendees for not just listening to the day’s presentations, but for also actively asking presenters questions. Our investment partners in attendance – Akre Capital Management, AltaRock Partners, Bares Capital Management, Burgundy Asset Management, Clarkston Capital Partners, Dodge & Cox, Oaktree Capital Management, REMS Group, Select Equity Group and Southeastern Asset Management – as well as members of BBH’s Core Select and Municipals investment teams appreciated the quality and depth of questions asked during the formal presentations and informal conversations around breakfast and lunch. After breakfast and introductions, the event kicked off with an insightful, wide-ranging fireside chat between BBH Partner Jeff Meskin and Michael Angelakis, former CFO and current Senior Advisor to the Executive Management Committee of Comcast. The conversation homed in on the importance of capital allocation from the perspectives of both a manager of an operating business and a direct investor. Michael provided a number of examples of exceptional capital allocators with whom he has had the privilege of working closely and the decisions these allocators made that generated outsized long-term value. With Comcast representing a longstanding BBH Core Select investment (6.1% of holdings in the Core Select Representative Account1 as of September 30, 2015), there was no shortage of Q&A from Comcast owners – our clients – sitting in the audience, and Michael covered a number of questions related to key cable industry trends. Next up was the U.S. equities discussion, the first of three investment panels. BBH Partner Rick Witmer moderated, and panelists included Brian Bares, President, Portfolio Manager and Research Analyst at Bares Capital Management; Staley Cates, President and CIO of Southeastern Asset Management and Longleaf Partners Funds; and Michael Keller, Partner and Co-Portfolio Manager of BBH Core Select. The back-and-forth touched on topics such as finding and owning “extreme winners,” avoiding “value traps” and partnering with “owner-operators.” 1 Our international investment panel followed. This discussion – led by BBH Private Banking Senior Advisor Rian Dartnell, CEO and CIO of SHL Capital – included Anne-Mette de Place Filippini, Portfolio Manager at Burgundy Emerging Markets; Chad Clark, Portfolio Manager of Select Equity Group’s international equity strategy; and Tim Hartch, Partner and Co-Portfolio Manager of BBH Core Select and BBH Global Core Select. Key takeaways included the importance of investing with a margin of safety in terms of both business quality and valuation, the misconception of international markets being “riskier” than the U.S., the importance of “on-the-ground qualitative field research,” and as minority investors, the importance of understanding that who one partners with is magnified in international markets, with all panelists saying that the large family-owned or -controlled businesses in such markets are attractive ponds to fish from. The keynote speaker, Oaktree Capital Co-Chairman Howard Marks, followed. His thought-provoking presentation, “Advice for Investors,” touched on a myriad of investment topics – including expectations and goals, creed, process, mental setting and inescapable truths – and was full of kernels of wisdom and advice for all investors. The day ended with a fixed income panel. BBH Chief Investment Strategist Scott Clemons was joined by Dana Emery, CEO, President and Director of Fixed Income at Dodge & Cox, and Greg Steier, Managing Director and Portfolio Manager of BBH Tax-Exempt Fixed Income. The discussion centered on the three key roles of fixed income: liquidity, stability and income. With the income component of fixed income currently impaired due to low interest rates, Dana and Greg highlighted the importance of credit work and investing with an adequate margin of safety – no easy feat given the relative dearth of attractive risk-adjusted investment opportunities today. Bond market liquidity, a recurring headline in mainstream publications recently, was also explored in depth by Dana on the corporate side and Greg on the municipal side. After a successful event, BBH plans to host our second Investor Day in September 2016. he representative account is the largest account managed with the same investment objective and employing substantially the same investment philosophy as T the Core Select strategy. Performance figures for the representative account are reported net of a 1% investment advisory fee. Performance of different types of investment vehicles employing this strategy may differ as a result of the different fees, expenses, charges, number of securities and restrictions applicable to the vehicles. Brown Brothers Harriman Quarterly Investment Journal 21 New York Beijing Boston Charlotte Chicago Denver Dublin grand cayman Hong Kong Kraków London Luxembourg nashville new jersey Philadelphia Tokyo Wilmington ZÜrich www.bbh.com This publication is provided by Brown Brothers Harriman & Co. and its subsidiaries (“BBH”) to recipients, who are classified as Professional Clients or Eligible Counterparties if in the European Economic Area (“EEA”), solely for informational purposes. This does not constitute legal, tax or investment advice and is not intended as an offer to sell or a solicitation to buy securities or investment products. Any reference to tax matters is not intended to be used, and may not be used, for purposes of avoiding penalties under the U.S. Internal Revenue Code or for promotion, marketing or recommendation to third parties. This information has been obtained from sources believed to be reliable that are available upon request. 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