Transcript: Nightly Business Report – October 24, 2016

NBR-ThumANNOUNCER: This is NIGHTLY BUSINESS REPORT with Tyler Mathisen and Sue

(NYSE:T) proposes to buy Time Warner (NYSE:TWX) for $86 billion. But will the proposal                                                                          end in wedded bliss? Why Washington may stand in                                                                      the way.

to aerospace to discount brokerages, why a flurry of mega deals is
happening now.

HERERA: In the fast lane. The automaker, American automaker, that did
something no other domestic carmaker has done in more than three decades.

Those stories and more tonight on NIGHTLY BUSINESS REPORT for Monday,
October 24th.

MATHISEN: Good evening, everyone.

Neither one of these two are strangers to big deals. AT&T (NYSE:T) and
Time Warner (NYSE:TWX) themselves, the products of audacious deal-making
now plan to hook up in an $86 billion merger. It`s one of the biggest of
all-time. The deal would put together the nation`s second-largest wireless
carrier, a corporate descendent of the great Ma Bell with one of the most
prominent media companies of them all, Time Warner (NYSE:TWX), which traces
its roots to Henry Luce and Jack Warner, literally invented the news
magazine and introduced the first talking picture.

We told you Friday the deal was close and this weekend, it became official.
The combination creates a massive media and distribution company. The CEOs
predictably think it`s the next big thing — an irresistible force,
combining content, innovation, speed and mobility.


distribution and content is converging, and we need to move fast, and if we
want to do something truly unique, begin to curate content differently,
begin to format content differently for these mobile environments, this is
all about mobility.

JEFF BEWKES, TIME WARNER CEO: We realize that if we had ourselves together
that we could create more innovations for consumers so they could have more
choices of package. They`re going to end up with more competition,
therefore lower prices.


MATHISEN: But both stocks fell in trading today as investors realize that
closing the deal won`t be easy, and, in fact, faces an uphill climb,
especially in Washington.

HERERA: Speaking of which, politicians from both sides of the aisle are
raising questions about the proposed deal. This weekend, Donald Trump
vowed to block it.


DONALD TRUMP (R), PRESIDENTIAL CANDIDATE: As an example of the power
structure I`m fighting, AT&T (NYSE:T) is buying Time Warner (NYSE:TWX), and
thus, CNN, a deal we will not approve, in my administration, because it`s
too much concentration of power in the hands of too few.


HERERA: He wasn`t the only one. When asked on “Meet the Press,”
Democratic vice presidential candidate Tim Kaine said he has some


TIM KAINE (D), VICE PRESIDENTIAL CANDIDATE: Generally, pro-competition and
less concentration, I think, is generally helpful, especially in the media.
But this is just announced, and I haven`t had a chance to dig into the
details. But those are the kinds of questions we need to be asking.


HERERA: And Senator Bernie Sanders said simply, “Washington needs to kill

Eamon Javers is in Washington with more on the challenges this deal faces.

Eamon, we heard about from Mr. Trump, from Mr. Kaine. What about from
Hillary Clinton herself? Has she said anything?

linchpin to this whole thing. Hillary Clinton, perhaps true to form, has
been a little bit more cautious about where she stands on this deal. Her
campaign did release a sort of generic statement, saying that the deal has
to be examined. But she hasn`t come out and said one way or the other
whether she favors this deal. And given the polls and the presidential
race right now, a lot of people are thinking this might land on the desk of
an incoming Clinton administration early next year.

So, it will be up to the Clinton folks what they want to do with it, if she
wins this election. So, a lot of eyes now focused on her, if that Bernie
Sanders comment and that Donald Trump comment sort of box her in
politically and force her to come out one way or the other on this deal.
So far, she hasn`t planted her flag yet.

MATHISEN: It`s interesting, Eamon. Usually when antitrust cases come into
play, it`s two airlines merging to become one really big airline. This
isn`t that. What`s the next step then in the Washington process?

JAVERS: Well, in terms of process, we`re going to see a filing in the SEC
this week, and we`ll expect to learn a little bit more about the deal and
where it goes from here. But we`re also going to see filings with
Department of Justice eventually, and then, ultimately in November, we`re
going to see hearings up on Capitol Hill as the Senate antitrust
subcommittee holds hearings designed to provide a public platform here for
the — both the companies that are trying to do this deal and their critics
to air their grievances about the deal and whether they think it will take
out too much competition.

The companies have been saying, look, this is a vertical merger. It`s not
a merger of competitors like we have seen in other deals. So, therefore,
it should escape much regulatory scrutiny as a result of that.

I`m not so sure that`s the case. The populist mood out there in the
country that`s been driving this entire election cycle that we`ve been
covering doesn`t make it a natural fit for a massive $86 billion merger
here in Washington.

HERERA: Indeed. Eamon, thank you very much. Eamon Javers in Washington.

MATHISEN: And another big deal. This one in the global aerospace sector.

We`ll bring together two of the biggest suppliers to plane-makers.
Rockwell Collins (NYSE:COL) will acquire B/E Aerospace for about $6.5
billion, making this the biggest deal in Rockwell`s history. Rockwell
Collins` CEO said the combination gives it a new path for growth and will
let it develop supplies for a so-called smart airplane.


broadband systems onto the airplane to communicate with the ground, onboard
secure firewalls for cyber security, networks on the aircraft, and in the
future, all of the cabin systems are going to be nodes on that network.
And that`s the thesis here is that we`ll be able to bring that networking
technology to the products that B/E brings to our portfolio.


MATHISEN: Shares went in different directions. B/E Aerospace took off of
16 percent. Rockwell Collins (NYSE:COL) fell more than 2.5 percent.

HERERA: And yet another deal. TD Ameritrade (NASDAQ:AMTD) will buy rival
Scottrade Financial Services for about $4 billion. That acquisition
combines the two largest online brokerages and comes at a time when the
industry is facing pressure from lower trading volumes and sluggish revenue
growth. And TD Ameritrade`s CEO says his company has a strategy to gain
the trust of younger investors.


TIM HOCKEY, TD AMERITRADE CEO: We`re also investing in even more cutting-
edge technologies, whether it be using Amazon (NASDAQ:AMZN) Echo, for
example, to be able to talk to TD Ameritrade (NASDAQ:AMTD). So, we think
we`ll be well-positioned to service the millennial client of the future.


HERERA: Shares of TD Ameritrade (NASDAQ:AMTD) fell about 4 percent in
today`s session.

MATHISEN: Today`s deals don`t stop there. Genworth Financial (NYSE:GNW),
which provides mortgage and long-term care insurance, has agreed to sell
itself to a Chinese investment firm called China Oceanwide Holdings. The
deal valued at $2.5 billion, and comes as Genworth copes with continued low
interest rates and rising costs. Shares of Genworth fell on the news.
Analysts say the low premium to Friday`s closing prices reflects Genworth`s
gloomy business outlook.

HERERA: Yet another Chinese conglomerate is going to buy a 25 percent
stake in hotel operator Hilton Worldwide. HNA Group will pay $6.5 billion
for its portion of the company, which is fine from private equity firm
Blackstone. That deal comes as Hilton plans to split into three entities
later this year, and it`s the latest move into American real estate assets
by a Chinese firm. Shares of Hilton rose just a fraction.

MATHISEN: And so, from media and telecom, to aerospace, to discount
brokerages and more, companies across many different industries are buying,
selling and merging. In recent weeks alone, nearly $240 billion in deals.

And here to discuss why is one of America`s most respected deal-makers,
Robert __. He`s chairman of the global M&A practice at the law firm, Jones

Excuse me, Mr. Profusek. Welcome.

Why are these deals happening now?

the things — one of the things when you went through the list, you`re
going to look for a sort of common thread. Well, certainly, it`s not an
industry common thread. There has been a little bit of a backup in M&A in
August and September, a little bit. But there`s still plenty of big deals
being done.

And one of the things is the market got a little bit lumpy. Everybody has
their own theory as to why that is. The election, discussion of what the
Feds are going to do, uncertainty. But, you know, what today proves or
this weekend proves is still a very strong market. Particularly driven by
low-cost to capital, and frankly a, tepid growth rate that makes you think
you need to buy in order to grow.

HERERA: Yes, I hear you`re saying perhaps the market has a little more
clarity on the political side of things. But the higher interest rate
scenario. I mean, the Fed is probably only going to raise interest rates
once this year and not by very much. How big a factor is that in the move
to merge now?

PROFUSEK: It`s — there`s never one single factor. It`s probably a
factor. But if you`re looking at something very large, and there`s maybe a
30 basis points swing in rates, you know, now rather than later is probably
a good idea.

Nothing is driven by a single factor. It`s wrong when, you know, you`ve
got to search out the headlines. But it`s a combination of things. I do
think the election and the uncertainty about exactly what all of us are
going to — result from that, that had a negative effect, just like it did
on the stock market. And now that it looks more certain, less of an

MATHISEN: Yes, I was going to say, implicit in that is what I sense is
your view that it isn`t as uncertain as it once was. Let`s talk a little
bit quickly about that idea of not being able to create sort of organic
growth, but having to go and acquire it.

Is that what`s happening here?

PROFUSEK: Well, when you — when you`re organic growth rate, your GDP
growth rate is in the 150 to 200-basis-point rate, that doesn`t support a
very high stock price.

So, one of the things that is common among all of these deals from this
weekend is they`re strategic. Sure, people criticize big deals that it`s
just empire building. I don`t think so. When you think about each of
these deals, it had a very strategic purpose behind it.

So, it isn`t about getting better. It`s about getting bigger. It`s about
getting better. And synergizing and getting a greater earnings growth than
you can in revenue.

HERERA: What kind of a year do you think it`s going to end up to be?
Obviously, the Time Warner (NYSE:TWX)/AT&T (NYSE:T) deal is huge,
certainly, but is it going to be a — an up year compared to last year, do
you think?

PROFUSEK: Well, it`s hard for — last year was over $4 trillion. That`s
probably not going to be seen again for some time. But it`s going to be
just as good as 2014 that we all thought was a very good year. So, you
know, year over year comparisons are a little bit negative but that`s
because they`re being compared to an astonishing year.

I still think, as long as money is cheap, there`s going to be plenty of

MATHISEN: Very quickly, if you might, sir. Do you see on the face of it
any antitrust issues with AT&T (NYSE:T)/Time Warner (NYSE:TWX)?

PROFUSEK: Well, it is a different deal. Not horizontal as was said
earlier. It`s vertical. But obviously, we`re in a political environment.
So, it will be looked at. The analogous deal, Comcast (NASDAQ:CMCSA)
(NYSE:CCS) took a year to get done.

MATHISEN: Robert, thank you very much.

HERERA: Good point.

MATHISEN: Robert Profusek with Jones Day.

HERERA: And as a pace of merger and acquisition activity picks up, who
might be next, especially in the fast consolidating media and
communications industry?

Julia Boorstin takes a look.


traditional TV is getting closer, and media companies are scrambling to
position themselves for the world where customers get exactly what they
want on their mobile devices. We could see other distributors, such as
Verizon (NYSE:VZ) and Charter, follow AT&T`s lead.

strategy succeeds, I think other companies will try to look like us. And
if our strategy doesn`t succeed, other companies won`t bother, right? So,
I think it`s a function of how well we do together and pulling the strategy

BOORSTIN: Tech companies, Apple (NASDAQ:AAPL), Google (NASDAQ:GOOG) or
Amazon (NASDAQ:AMZN), could be buyers as they all put together more video
offerings. And for content creators, this deal creates more pressure to
consolidate for negotiating power with distributors.

JAMES DIX, WEDBUSH ANALYST: If you go across the large cap media sways,
CBS (NYSE:CBS) and Viacom (NYSE:VIA), with common, you know, voting control
already in discussions about a merger, I think this probably slightly
increases the odds of that happening.

BOORSTIN: Fox, which made a failed bid to buy Time Warner (NYSE:TWX) a few
years ago, could be looking at other deals. And smaller media assets, such
as AMC Networks, Discovery Communications (NASDAQ:DISCA), Scripps Networks
Interactive (NYSE:SNI) and MSG Networks, whose channels at risk of being
excluded from skinny bundles, could be snapped up.

But analysts warn that prices would need to come down first.

TODD JUENGER, BERNSTEIN ANALYST: I`m not sure that there`s many Silicon
Valley companies who want to pay a multiple on the affiliate model that
basically they think they`re destroying. They might want some content, but
that`s different than buying television networks. So, if the buyers
emerge, I`m sure we`ll have some willing sellers.

BOORSTIN: And when it comes to streaming giant, Netflix (NASDAQ:NFLX), its
$55 billion valuation means not many could buy it. But as the likes of
Apple (NASDAQ:AAPL) were to step up, it would be another game-changer for
the fast-moving media space.

For NIGHTLY BUSINESS REPORT, I`m Julia Boorstin in Los Angeles.


MATHISEN: Well, all the deal news spurred some optimism on Wall Street
today and helped prop up the broader market. But the gains were capped by
a rising dollar and falling oil prices. The Dow Jones Industrial Average
rose 77 to 18,223. Had been up 130 points at one point. NASDAQ gained 52.
S&P 500 up 10.

HERERA: A Federal Reserve official said today very low interest rates will
likely be the norm for the next two or three years. St. Louis President
James Bullard, a voting member of the Central Banks policy setting
committee reiterated his view that only one more interest rate hike is
necessary before holding steady. Bullard said he thinks the path of rate
rises should be so slow as to be imperceptible.

MATHISEN: The Dow component Visa (NYSE:V) reported a sharp rise in profits
as customers spent more using its network. The world`s largest payments
operator was also helped by its acquisition of Visa (NYSE:V) Europe. U.S.
accounted for 41 percent of total payments, Europe about 25 percent. Visa
(NYSE:V) earned 78 cents a share, that`s 5 cents above estimates. Revenues
climbed 19 percent from a year ago to $4.2 billion. That was also above

The stock, volatile in after-hours trading and as Aditi Roy explains, that
may have something to do with the company`s outlook.


expectations on the top and bottom lines, its forward-looking guidance for
the coming fiscal year came in weak. The company projecting net revenue
growth for fiscal year 2017 at 16 to 18 percent. That`s lower than street
expectations of 20 percent. Its projected EPS growth for the coming fiscal
year is in the mid-teens. That number also missing expectations with the
street looking for 19 percent growth.

The report coming on the heels of the company`s announcement last week that
CEO Charles Scharf will be stepping down and board member and former AmEx
president, Al Kelly, will be taking over.

The latest earnings also reflecting the company`s acquisition of Visa
(NYSE:V) Europe earlier this summer.

For NIGHTLY BUSINESS REPORT, I`m Aditi Roy, San Francisco.


HERERA: Still ahead, blurring the lines. Big tech is circling telecom.
The telecom is fighting back. And these powerful industries may never be
the same.


MATHISEN: With its proposed bid for Time Warner (NYSE:TWX), it is clear
that the boundaries between technology, telecom and media are not as
defined as they once were.

Deirdre Bosa explains.


Time Warner (NYSE:TWX), a new wave of media change may have just begun.
And the line between media, telecom and tech is becoming blurred.

as we shift to an on-demand world, without commercials, as we move to a
mobile-first environment, the media industry — the legacy media industry,
meaning the cable network product that kind of has been the basis for all
of the media stocks, is very challenging.

BOSA: And the big shift is a big advantage for tech companies. Just last
week, YouTube CEO telling the audience at the “Vanity Fair” summit that
YouTube sees itself as a platform for next generation TV.

SUSAN WOJCICKI, YOUTUBE CEO: I think the question is whether you define TV
as the content or the platform, right? Back to your original question.
And I think the content is going over time is going to morph more to an
online type of platform, similar to YouTube, where content is available,
you know, on demand, global, and interactive.

And so, when we think about YouTube, we think about being a platform for
the next generation of media companies, and traditional media companies,

BOSA: And that makes traditional media companies nervous. It`s not just
YouTube and Google (NASDAQ:GOOG) but also Amazon (NASDAQ:AMZN) with its own
original content and distribution channels, Apple (NASDAQ:AAPL) TV and
Facebook`s push into video. Big tech is starting to look a lot like media.

It`s also encroaching on telecom`s bread and butter distribution business,
from financing their own undersea cable to satisfy bandwidth needs to
offering ultra high speed Internet as Google (NASDAQ:GOOG) fiber already
does in nine cities.

With tech, telecom and media now playing in the same sand box, they may
start competing for the same assets. The AT&T (NYSE:T) Time Warner
(NYSE:TWX) deal reportedly came together quickly as Apple (NASDAQ:AAPL) and
others were circling. In a consolidating media landscape, the tech giants
will continue to play a major role.

For NIGHTLY BUSINESS REPORT, I`m Deirdre Bosa, San Francisco.


HERERA: Kimberly-Clark (NYSE:KMB) cuts its outlook after a disappointing
quarter and that`s where we begin tonight`s “Market Focus”.

The consumer products company missed analysts` estimates for profits and
revenue, citing currency headwinds and competitive environment. The maker
of Kleenex Tissues and Huggies Diapers lowered its earnings forecast for
the year. Shares finished the day down nearly 5 percent to $113.91.

T-Mobile posted higher than expected profit, thanks in part to an increase
in customers. The wireless carrier is optimistic that momentum will
continue, saying it expects to add more customers this year than it
previously forecast. The shares popped almost 10 percent to $51.19.

Restaurant Brands topped profit expectations as the owner of Burger King
benefited from higher sales in some foreign markets. But the company`s
same-store sales grew at a slower cliff than last year due to sluggish
demand in the U.S. and Canada. Shares off nearly 5 percent to $44.67.

MATHISEN: VF Corp posted worse than expected revenue as weak demand in the
apparel retailer`s denim division hurt results. The owner of the North
Face and Wrangler brands did report a higher profit but still, the company
cut its guidance for the year. But VF did raise its quarterly dividend on
this day, nearly 14 percent to 42 currents a share. Nonetheless, shares
down more than 2 percent at $53.07.

Microsoft (NASDAQ:MSFT) said the steep drop in the pound sterling following
Britain`s vote to leave the European Union has prompted the company to
raise prices for its software and cloud services in that country. Starting
January 1st, business customers can expect to see a price hike of 13
percent for Enterprise software and an increase of 22 percent for
Enterprise cloud services. Shares were up 2 percent on the day at $61

Shares of the restaurant chain, Sonic (NASDAQ:SONC), took a hit after hours
following a down beat earnings outlook for the year. The company also said
profit and revenue were hurt in its latest quarter, because of, quote,
“slowing consumer trends”. Shares initially fell 10 percent, following the
after the bell news, but finished the regular session up more than 1
percent to $26.49.

HERERA: A lot of money has been pouring into passive investments like
mutual funds and ETFs. It`s a trend that we have been reporting on. But
ETFs or exchange traded funds are multiplying like crazy.

And as Mike Santoli reports, not all of them are created equal.


are a bit like the smartphone apps of the investing world. They`re
remarkably cheap and useful, new ones pop up each day to fit every narrow
interest and there are far too many.

Because they offer efficient exposure to stock and bond markets at low
costs, ETFs are one of the hottest growth areas in financial services.
There are some 1,700 ETFs controlling about $2.4 trillion in assets.
Still, the market is dominated by a handful of very broad funds. The ten
largest ETFs, including State Street`s S&P 500 Trust, and the Vanguard
Total Market ETF command a more than a quarter of all ETF assets.

This is driven fund companies to push a variety of gimmicky or highly
complex ETFs to appeal to niche interests. Among such offerings, an ETF to
play the whiskey industry, one for the drone economy and others for most
every agricultural commodity.

The success rate of new ETFs is pretty low. More than half of all listed
funds have less than $100 million in assets, a common threshold for
determining a fund`s viability. And one website that tracks what it calls
an ETF death watch now lists more than 400 funds vulnerable to closure
based on size and trading activity.

One promising area within ETFs is known as smart beta or funds pursuing
automated stock selection strategy or feature some investing factor meant
to outperform the broad market. This could be cheap stocks or momentum
stocks or those with some other trades. These are crowding out traditional
higher cost mutual funds run by human portfolio managers.

All this innovation in downward pressure on costs ultimately can work to
the benefit of small investors who can use ETFs to construct a low fee, tax
efficient portfolio. But as with the surplus of phone apps, it`s important
to avoid the frivolous or costly ones.

For NIGHTLY BUSINESS REPORT, I`m Mike Santoli at the New York Stock


MATHISEN: Coming up, auto reliability. The American automaker that just
broke a 35-year losing streak for domestic brands. See if you can guess
which one.


MATHISEN: Here`s a look at what to watch tomorrow. Seven Dow components
report earnings, including Apple (NASDAQ:AAPL), 3M (NYSE:MMM), Caterpillar
(NYSE:CAT) and Merck (NYSE:MRK), among others. The future of digital
payments and financial services will be the focus of the Money 20/20 event.
And we`ll get a read on home prices with the release of the S&P Case-
Shiller Home Price Index and that`s what to watch Tuesday.

HERERA: The White House today confirmed that health care premiums will go
up sharply next year for insurance sold through Before
subsidies, premiums for a mid-level plan will increase on average 25
percent. The administration says that the subsidies will help offset that
price increase, but it comes as a number of insurers have pulled back from
offering plans in the federal market. Open enrollment starts November 1st.

MATHISEN: Well, today brought a surprise in the rankings of car brand
reliability. The latest report on that shows a Japanese brand stumbling
while a domestic brand has jumped to near the top of the list. In fact,
for the first time ever, “Consumer Reports” puts a domestic brand among the
three most reliable auto brands in the U.S.

Phil LeBeau reports.


flashiest models for sale, but Buicks are turning heads, especially after
the latest report on auto reliability by “Consumer Reports” which ranks
Buick as the third most reliable brand behind Lexus and Toyota (NYSE:TM).

JAKE FISHER, CONSUMER REPORTS: If you look at the top three, it`s Toyota
(NYSE:TM) and Lexus, no surprise there, conservative companies that have a
real good reputation of putting out reliable vehicles. But above any of
the other Japanese automakers, above Honda, above Subaru, we see Buick.
That is a big deal. .

LEBEAU: While Buicks are getting better, according to “Consumer Reports”,
Hondas are not as reliable. In fact, the latest version of the Civic, one
of the most popular cars in America, dropped in the survey due to problems
with the power train and infotainment system. Honda says it respects the
survey results and is working to enhance the usability and functionality of
its vehicles.

Meanwhile, issues with the falcon wing doors in the new Tesla Model X are
one reason “Consumer Reports” ranks it as the least reliable luxury midsize
SUV. But the brands with the poorest rankings are Ram, Fiat and Chrysler.

FISHER: Fiat Chrysler really continues to stumble. The platforms that
they have for Fiat have not proven reliable.

LEBEAU: Fiat Chrysler says despite the survey results, the company`s own
internal measurements continue to show positive growth toward vehicle

This survey is based on “Consumer Reports” subscribers critiquing the cars,
trucks and SUVs they own. Their most common complaint, the infotainment
systems in these cars are not always working as they should be.



HERERA: And that will do it for NIGHTLY BUSINESS REPORT for tonight. I`m
Sue Herera. Thanks for watching.

MATHISEN: And thanks from me, as well. I`m Tyler Mathisen. Have a great
evening, everybody. And we`ll see you here tomorrow night.


Nightly Business Report transcripts and video are available on-line post
broadcast at The program is transcribed by CQRC
Transcriptions, LLC. Updates may be posted at a later date. The views of
our guests and commentators are their own and do not necessarily represent
the views of Nightly Business Report, or CNBC, Inc. Information presented
on Nightly Business Report is not and should not be considered as
investment advice. (c) 2016 CNBC, Inc.


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