Berkshire Hathaway Chairman Warren Buffett is often referred to as the “Sage of Omaha” and is respected for his business insight. But in many ways his reputation for sagacity is simply a by-product of a very basic, company-related project. What Buffett set out to do was to cultivate a certain type of shareholder for Berkshire – one that that understands and appreciates his long-run approach to investing. In the 1988 shareholders' letter, Buffett makes this explicit when he says that “all of our policies and our communications are designed to attract the business-oriented long-term owner and to filter out possible buyers whose focus is short-term and market-oriented.”
Buffett’s annual letters to Berkshire shareholders serve first and foremost to explain what he is doing, so that the shareholders understand what they are in for. The letters assume that the shareholders are long-term owners, and so much of the letters’ content presumes familiarity with prior letters. In other words, each additional letter is a part of a continuing conversation (or, perhaps, monologue) and each letter can be best appreciated within that larger context.
All of Buffett’s shareholder letters for the years 1977 through 2012 are available on the Berkshire website, and anyone interested in developing a better understanding of Buffett’s approach and investing philosophy -- and in seeing how Buffett has addressed his key themes over time -- can freely access the letters.
However, most readers would find the prospect of reading 36 years’ worth of shareholder letters to be a forbidding prospect. For starters, the letters are arranged chronologically, not thematically, so even a very determined reader might find it challenging to work through the archive and emerge with a systematic understanding of how Buffett has developed his key themes over time. It can also be daunting to try to find among the various letters the place where Buffett has, for example, mentioned mutual fund directors, or described derivatives as “weapons of financial mass destruction.”
Fortunately for anyone interested in better understand Buffett’s philosophy or in trying to find what he has said on a particular topic, there is a brilliant alternative to simply working through all of the letters. George Washington University Law Professor Lawrence Cunningham has collected and edited Buffett’s letters and other writings into a highly readable and topically indexed volume entitled “The Essays of Warren Buffett: Lessons in Corporate America,” the third edition of which was released earlier this year. Cunningham has done a masterful job distilling Buffett’s writings and organizing them by topic
The latest edition is updated to include excerpts from Buffett’s most recent letters. The book not only facilitates quick location of Buffett’s statements on specific topics, but it also affords an opportunity to see how Buffett has developed his themes over time, which unquestionably provides great insight into Buffett’s investment views.
Because Buffett wants to the Berkshire shareholders to understand the company’s business, one of the principal focuses of Buffett’s annual letters is the topic of how to understand and use financial information. What makes Buffett’s letters so interesting and rewarding to read is how clearly he can explain even relatively complex financial concepts. Buffett also frequently writes with humor – for example, in explaining the need to allow a particular project to unfold , he notes that “No matter how great the talent or effort, some things just take time; you can’t produce a baby in one month by getting nine women pregnant.”
Sometimes in the course of his annual letters, it seems as if Buffett has a penchant for going off on tangents. However, reading Buffett’s essays arranged thematically reveals the way that some of these seemingly tangential asides fit into larger themes. For example, Buffett’s fulminations about stock options fit within the larger context of executive compensation, which in turn is a topic that relates the more basic concern of what makes a firm a well-managed company. Understanding what Buffett thinks makes a company well-managed in turn helps explain Berkshire’s investments – which is the ultimate purpose of his letters.
The letters obviously have far greater value than simply helping Berkshire investors to understand the company. Indeed, Buffett’s dissertations on investing are full of remarkably good and practical advice. (Indeed, even though I am a long-standing Buffett devotee, and, I should add, a Berkshire shareholder as well, I found it worthwhile to re-read the excerpts about investing collected in this book.) For example, Buffett notes that there are three primary causes for investors to experience poor investment results: high costs, portfolio decisions made based on tips and fads rather than basic principles; and a start-and stop approach to the market marked by untimely exits and entries. Buffett concludes by noting that “Investors should remember that excitement and expenses are their enemies. And if they insist on trying to time their participation in equities, they should try to be fearful when others are greedy and greedy only when others are fearful.”
While Cunningham’s book provides a thorough overview of Buffett’s writings, there are omissions. As I also noted in my review of the prior edition of this book, I think the volume would be even more complete were it to include selections from Buffett’s writing over the years about insurance. The insurance business has been the segment on which Buffett has concentrated the most, and his reasons for his focus on this industry convey a lot about his approach to investing and his understanding of how business cycles work. In particular, Buffett’s many comments about “float” and the insurance “cycle” convey a lot about what his overall approach to investing and business.
Another gripe I have is, as I also noted in connection with the prior edition, though this volume omits Buffett’s writings generally about insurance, somehow the book manages to include every single instance where Buffett has said that his company does not carry D&O insurance. I have always thought that these statements are dangerous for mere ordinary mortals. It is fine for Buffett and his billionaire board members to disdain D&O insurance (particularly given that the corporate indemnity that Berkshire provides is more financially sound than any insurance commitment would be), but persons of more ordinary means can ill afford to run the risk of uninsured board service.
But these quibbles are minor. The book itself is quite an accomplishment; it is that rare business book that is both worthwhile and enjoyable to read.
Special thanks to Professor Cunningham for calling my attention to the book.
After market close on Friday, March 1, 2013, Warren Buffett delivered his annual letter to Berkshire shareholders. Buffett’s letters are widely read and closely studied for the insights he provides into the financial markets and into his own investment views. However, the most striking aspect of this year’s letter may be the topics he does not address. (Full Disclosure: I own BRK.B shares).
That is, despite Buffett’s age (82) and his recent health issues (in April 2012, he was diagnosed with stage 1 prostate cancer), Buffett does not address succession planning (except perhaps indirectly, as noted below). Despite the gridlock in Washington and the continuing difficulties in the Eurozone, Buffett does not directly discuss macroeconomic issues. Nor does this year’s letter include a marketplace critique, by contrast to recent years’ letters in which he has, for example, addressed the questionable value of investing in gold, potential problems with the dollar, or problems with the hedge fund business model.
What did Buffet talk about instead? Newspapers. Yes, newspapers. Excluding Buffett’s description of the upcoming Berkshire shareholders’ meeting, the letter is eighteen pages long. Buffett devoted three pages – more than 16% of the entire letter -- to newspapers. To be sure, Berkshire has purchased 28 daily newspapers in the last 15 months, but the total cost of these acquisitions is $344 million. Let’s put that into perspective. At year end, Berkshire had assets of $427.4 billion.
Why did Buffett devote so much of his letter to such a small part of Berkshire’s holdings? My theory is that it is a guilty conscience. He acknowledges at the outset that Berkshire’s newspaper acquisitions “may puzzle you” – not only because the newspaper business as a whole is in decline, but (more importantly) because the newspapers acquired “fell far short of meeting our off-stated size requirements for acquisitions.” (Not only that, but Buffett famously stated four years ago that, despite Berkshire’s long-standing investments in the Washington Post and the Buffalo News, he would not buy a newspaper at any price.)
Buffett knows he has been straying from his own principles in acquiring the newspapers. He tries to justify all of this in a 23-paragraph defense, but the overly-long explanation fails to provide a single convincing reason why he would disregard his “oft-stated” principles to invest in an industry that he acknowledges is in decline.
In my view, Buffett acknowledges the real reason for the newspaper acquisitions at the outset, when he acknowledges that “Charlie and I love newspapers.” (Those readers who have read any of Buffett’s many biographies know that he was a paper boy for the Washington Post while his father served in Congress.) Buffett’s long defensive explanation for the newspaper purchasers reads to me like the product of a guilty conscience Buffett makes it clear that he intends to continue to purchase newspapers – but only, he emphasizes in italics “if the economics make sense.”
Another topic Buffett addresses is the question of dividends – as in, when will Berkshire start paying them? He acknowledges that shareholders frequently ask him about dividends, and he notes that it “puzzles them that we relish the dividends we receive from most of the stocks that Berkshire owns, but pay nothing ourselves.” Anyone hoping that this prelude was the lead-in of an announcement that Berkshire is now about to pay dividends was sure to have their hopes dashed. In a lengthy, arithmetic-intensive exegesis, Buffett, in a schoolmaster role that he seems to relish, illustrates from a purely financial standpoint how Berkshire’s shareholders are better off (particularly from an after-tax point of view) if Berkshire retains and reinvests its earnings rather than paying them out in dividends. It is a masterful job.
The only thing that is missing from the lesson is an explanation of why he invests in so many dividend-paying companies himself. Surely if refraining from paying dividends really is better for Berkshire’s shareholders, why isn’t that true for shareholders of Coca-Cola, Wells Fargo and so on? Perhaps anticipating this concern, Buffett concludes his homily on dividends with a very brief and somewhat disconnected observation that companies should be clear and consistent about their dividend policy. He notes that he “applauds” the practices of many companies to pay consistent dividends while trying to increase them annually.
Let me put it this way: if I were allowed to ask Buffett a question at the Berkshire shareholders’ meeting in May, I would refer to this portion of his letter and then tell him I don’t understand why retained earnings are in Berkshire’s shareholders’ interests, but annually growing dividend levels are in the interests of the shareholders of the companies in which Berkshire invests. (If possible, an explanation that doesn’t require the use of slide rule would be appreciated.)
I won’t get to ask that question, so I will content myself with noting that there is another very important reason that Buffett doesn’t want Berkshire to pay a dividend; given his ownership interest in the company, a Berkshire dividend would be a huge taxable event for him. I don’t think I am going out on a limb by saying that as long as Buffett is around, there will never be a Berkshire dividend.
Though this year’s letter does not, as I noted at the outset, directly address succession planning, Buffett does provide a little reassurance in that area to Berkshire shareholders. He notes in the letter’s introductory section that Todd Combs and Ted Wechsler, the two investment managers he recently hired, not only outperformed the S&P 500 in 2012 by “double-digit margins,” but he also notes (in tiny type-face) that their returns “left me in the dust as well.” He also notes that the value of Berkshire’s investments in one of the companies in which both Coombs and Wechsler have invested – Direct TV – now exceeds $1 billion and therefore qualifies as one of Berkshire’s 15 top common stock investments. Buffett also notes that as a result of these two manager’s investment returns “we have increased the funds managed by each to almost $5 billion” including amounts coming from the pension funds of some of the subsidiaries.
In case anyone misses the significance of these portions of the Berkshire letter, Buffett adds that “Todd and Ted are young and will be around to manage Berkshire’s massive portfolio long after Charlie and I have left the scene. You can rest easy when they take over. “ Lest anyone have any doubts about these two investment managers’ vigorous youth, Buffett notes (in talking about the 5K race to be run at the upcoming shareholders’ meeting) that Wechsler has run a marathon in 3:01 and Coombs has run a 5K in 22 minutes. (I find this emphasis on vigorous youth amusing in an annual report for a company whose annual meeting has for years has featured what amounts to a comedy routine by a couple of wise-cracking senior citizens)
And though Buffett says nothing about the current paralysis in Washington, he does have a message of hope for investors discouraged by the many problems besetting the world: “I made my first stock purchase in 1942 when the U.S. was suffering major losses throughout the Pacific war zone. Each day’s headlines told of more setbacks.” Throughout the period since, “every tomorrow has been uncertain. America’s destiny, however, has always been clear: ever-increasing abundance.” Berkshire is backing up these words with actions. In 2012, the company invested $9.8 billion in plant and equipment, with 88% of that investment in the United States – a figure that is 19% higher than in 2011, which was the previous high. “Opportunities,” Buffett writes, “continue to abound in America.”
Buffett focuses a portion of his letter talking about what he calls Berkshire’s “big four” investments – American Express, Coca-Cola, IBM and Wells Fargo. Buffett notes that Berkshire’s ownership interest in all four increased during 2012 and “is likely to increase in the future.” For long-time Buffett devotees such as myself, the inclusion of American Express, Coca-Cola and Wells Fargo on this this list is unremarkable, as all three are long-time Berkshire holdings. The show-stopper is IBM, the shares of which Buffett acquired for the first time in 2011. Not only is IBM now a “big four” investment, but the cost of Buffett’s IBM investments is larger than the cost of any other current common stock investment in Berkshire’s portfolio (the current value of the IBM investment is second only to Wells Fargo). After nearly a half a century of refusing to invest in technology companies because he said he didn’t understand them, Buffett’s most costly common stock investment is in a technology company. Clearly, Buffett’s little frolic into newspaper acquisitions is not the only instance where Buffett has strayed from his “oft stated” investment principles.
For readers of this blog, one area of particular interest will be Buffett’s analysis of Berkshire’s insurance businesses, which, according to Buffett, “shot the lights out last year.” The businesses have not only given Berkshire $73 million of “float” to invest, but also collectively produced a $1.6 billion pre-tax underwriting gain – the tenth consecutive year Berkshire’s insurance businesses collectively posted an underwriting profit. The underwriting profit, remarkable under any circumstances, is all them more noteworthy given the devastating impact of Hurricane Sandy. Among other things, for GEICO, Sandy represented the “largest single loss in history,” three times larger than the loss from Hurricane Katrina. From my reading of Berkshire’s financial statements, the insurance businesses produced a post-tax underwriting profit of $1.0 billion on earned premium of $34.5 billion, implying (on a rough calculation) a combined ratio of about 97.1.
Buffett ruefully notes that the production of an underwriting profit is not uniform across the insurance industry; once again, as he has in several past shareholder letters, Buffett calls out State Farm, naming and shaming one of GEICO’s biggest competitors, because as of 2011, it had produced an underwriting loss in eight of the last eleven years. (The company’s 2012 results have not yet been released.) Buffett puts a concluding note on this condemnation with the observation that “There are a lot of ways to lose money in the insurance, and the industry never ceases searching for new ones.” (In fairness to State Farm and to readers of this blog, I should point out Buffett wrote almost the same identical things in his 2011 letter. Buffett does have a certain affinity for certain shop-worn themes.)
In his shareholder letter, Buffett emphasizes the sheer magnitude of the float that the insurance businesses have produced and how quickly it has grown. He doesn’t tease out how powerful the availability of this float is. It is only be reading through the footnotes of the accompanying financial statements that it can be learned that, in addition to the $1.6 billion in underwriting profit, the insurance businesses produced investment income of $3.4 billion.
Buffett concludes his analysis of the insurance business with a warning about the industry’s “dim prospects.” The industry has been benefitting from higher yields on its “legacy” bond portfolios. The yields on these older assets are much higher than are available today and that will be available “perhaps for many years.” As these legacy assets mature out of the portfolios, “earnings of insurers will be hurt in a significant way.”
Much of the mainstream media coverage of Buffett’s letter has focused on the fact that by Buffett’s own reckoning, 2012 was a subpar year for Berkshire. Buffett himself notes the irony of using the term “subpar” to describe a year that produce a gain of $24.1 billion. But using the fact is that for only the ninth time in 48 years, the percentage gain in Berkshire’s book value was less than S&P’s percentage gain with dividends included. Because Buffett himself adopted this measure as Berkshire’s standard of comparison, it is fair to judge the company on that basis. But let’s be clear – Berkshire’s shareholders are not complaining.
In the twelve months, Berkshire’s share price has climbed a rather remarkable 27.28% (to an all-time high) compared to 11.16% for the S&P 500 The company had 2012 revenues $162 billion, which represents an increase of $13.2 billion over 2011’s $143 billion in revenue. As noted above, the company had 2012 year- end assets of $427.4 billion, compared to $392.6 billion at the end of 2011.
Berkshire’s shareholders may or may not be persuaded that they can “rest easy” when Buffett and Charlie Munger have left the scene. But for now, it seems likely that the company’s shareholders will be very happy once again to enjoy the octogenarians’ comedy routine at this year’s annual meeting. As for what may lie ahead, only time will tell. All I know is that I happen to live with somebody who is exactly Buffett’s age, an experience that fills me with a great deal of trepidation about how long the current comedy routine will be amusing.
My review of the latest Buffett biography -- "Tap Dancing to Work" -- can be found here.
In her authorized 2009 biography of American business icon Warren Buffett, The Snowball, Alice Schroeder admirably captured how Buffett’s long and successful business career resulted in the accumulation of not only vast wealth, but also of an impressively large and loyal network of close friends. Among Buffett’s buddies is Fortune Magazine’s editor-at- large, Carol Loomis. Loomis not only befriended Buffett and his wife, along the way becoming a Berkshire shareholder and an occasional Buffett bridge partner, but also for the last 35 years she has served as the pro bono editor of Buffett’s widely-read and admired annual letter to Berkshire shareholders.
Owing to her unique access to Buffett, Loomis has written a number of perceptive and even revelatory Fortune articles about Buffett. She also provided editorial direction to Fortune colleagues on numerous other articles about Buffett that appeared in the magazine. Many of these articles from the Fortune archives have been collected in a new book, entitled Tap Dancing to Work: Warren Buffett on Practically Everything, 1966-2012. The title is a reference to Buffett’s frequent statement that he enjoys his work so much that he “tap dances to work ” As befits a book with such an upbeat title, the book is a rousing celebration of Buffett’s life and business success. (A disclosure statement seems appropriate at this point: I own BRK.B shares, although not merely as many as I wish I did.)
If Schroeder’s book represented a personal biography of Buffett, Loomis’s book is more of a business biography. The Fortune articles about Buffett are arranged essentially in chronological order, as a result of which the book charts the long arc of Buffett’s business life. Buffett himself recently said that “when you look at Berkshire, you are looking across corporate America.” Reading this book is in many ways a guided tour not only through Buffett’s career and business success, but also through the ebbs and flows of the American business scene over the last four decades.
There is much to commend and admire about this book. Among other things, the book includes several excellent examples of masterful magazine writing. Loomis’s own April 1988 article entitled “The Inside Story of Warren Buffett” (a version of which can be found here) may be the single best short description available of Buffett and his business philosophy. (Indeed, if you read Loomis’s article, you arguably could dispense with the need the now growing collection of book-length Buffett biographies.)
Loomis’s October 1997 article entitled “The Wisdom of Salomon?” (a version of which can be found here), about Buffett’s fraught 1991 involvement in the near-collapse of the Salomon Brothers investment banking firm, is a gripping account of perhaps the greatest crisis in Buffett’s long career.
There are also a number of minor gems in this book, including a charming 1978 article about how a still–relatively unknown Buffett helped produce an enormous investment profit for the endowment of tiny Grinnell College (on whose Board of Trustees Buffett served at the time) through a clever and well-timed acquisition of a Dayton, Ohio television station. (The book also reveals that the Grinnell trustees included, during the time that Buffett served on the board, one of the founders of Intel and some guy named Steve Jobs. I have no idea how Grinnell managed to recruit so many corporate titans to its board. I do know that the current value of the college’s endowment is approximately $1.5 billion -- or more than $800,000 for each of the school’s 1,700 students.)
The book also reprints a 1995 book review written by Bill Gates about yet another Buffett biography. Gates’s book review contains an amusing retelling of the occasion in 1991 when Gates and Buffett first met, as well as a touching account of the friendship of the two men. (In an introduction to the Gates piece, Loomis reports that Gates had not wanted to come to the event at which he met Buffett, but was only persuaded to attend after he learned that Washington Post CEO Katherine Graham was going to be there as well. Loomis also reports that while Buffett arrived at the event in the back seat of Post Managing Editor Meg Greenfield’s “ancient and cramped” Subaru, “Bill and his girlfriend (soon to be wife) Melinda French, arrived more grandly, in a helicopter.”)
Another very interesting feature of this book is how its chronological structure highlights the way earlier events can foreshadow later developments (even though not apparent at the time). For example, Loomis’s riveting account of the Salomon fiasco provides an almost painful premonition of the Lehman collapse 17 years later. And you can’t read the excerpt in the book of Buffett’s 2002 letter to Berkshire shareholders characterizing derivatives as “weapons of financial mass destruction” without thinking about what happened at AIG just six years later. Indeed, if one were to write a work of fiction with so much heavy-handed foreshadowing, most readers would immediately reject it as hopelessly contrived.
While this book is both enlightening and enjoyable to read, it has its shortcomings. Among other things, even though there were slight mentions of Buffett in the magazine at earlier times (including one April 1966 item that managed to misspell Buffett’s last name), Fortune didn’t write about Buffett as Buffett until the late 70s, and didn’t get around to writing a feature article about him until the early 80s. By that time, Buffett was already in his 50s and by any measure already a phenomenally successful investor and businessman. Simply put, other than Loomis’s one article mentioned above, this book lacks a detailed examination of how Buffett got started and how he developed the iron-clad business principles that have guided him ever since.
There is another shortcoming with this book’s approach, one that is perhaps an inevitable result of the fact that the book is an anthology of magazine articles written over many decades. Its coverage of Buffett, as thorough as it was, has been episodic and intermittent. Loomis makes up for this somewhat with a running commentary interspersed throughout the book, but inevitably there are gaps. Some of the gaps are huge.
For example, there is nothing in the book about Berkshire’s investment in BNSF, by far the largest investment of Buffett’s entire investing career, one that was so large it cost the company its triple-A rating. There is nothing in the book about what I think is one of the most interesting phases of Buffett’s investing career, that is, his opportunistic investment of $15.6 billion in the 25 days of panic that followed the Lehman bankruptcy. There is nothing in the book about the series of unprecedented moves Buffett has made in recent years, including, for example, Berkshire’s $10 billion investment in IBM (following years of repeated statements that Buffett would never invest in technology because he doesn’t understand it) or Berkshire’s 2010 move to buyback its own shares.
And in an omission that is common among all of the various Buffett biographies, there is little in the book about the criminal prosecution of the top officers of what was at the time the largest Berkshire subsidiary, General Re, owing to a complex, appearances-only transaction between Gen Re and AIG, of which Buffett may well have been aware at the time and with which Buffett may even have been involved. We don’t know much about whether or not Buffett was involved or not, as to this date no one, especially not Buffett, has provided a comprehensive written account of the events from Buffett’s perspective. (More disclosure: During the relevant period, I worked at a subsidiary of Gen Re.)
In addition, one of the great strengths of the magazine’s coverage of Buffett – that is, Loomis’s privileged access to Buffett -- may also be another of the book’s shortcomings. By her own admission, Loomis is not objective about Buffett. Her biases are well-disclosed – she describes herself as Buffett’s “close friend.” Over the years, Loomis controlled much of the magazine’s content about Buffett, either by writing it herself or by managing the editorial process of others’ articles. The result is that some of the magazine’s Buffett coverage, especially when read in quick succession as this book’s format requires, starts to feel like hagiography.
In short, while I think this new book is great and I have no trouble recommending it, in my view, the quintessential Buffett business biography still has yet to be written. I will say that for anyone interested in getting a handle on Buffett’s investing philosophy and business approach, as well as on the early days of his business career, the best bet may be Roger Lowenstein’s 1995 bio entitled Buffett: The Making of an American Capitalist. Indeed, the Bill Gates book review I mentioned above was written about Lowenstein’s book, of which Gates said “until Warren writes his own book, this is the one to read.”
I have managed to get this far in my review of Loomis’s book about Buffett without mentioning what is by far its best part – that is, the numerous pieces written by Buffett himself that are interspersed throughout the book. One of the most interesting items is an article Buffett wrote for the magazine in May 1977 entitled “How Inflation Swindles the Equity Investor” (a version of which appears here). I had not previously read this article, but it may be the single best piece I have ever read encapsulating Buffett’s conception of equity investing. It also reflects a detailed and edifying analysis of the dangers economic inflation poses, a theme to which Buffett has returned time and again over the years (including his provocative essay in his 2011 letter to Berkshire shareholders about investing in gold).
The fact that the best parts of this book are the ones that Buffett himself wrote suggests that the optimal approach to trying to understand Buffett may be to just cut to the chase and read Buffett’s own personal anthology, in the form of his annual letters to Berkshire shareholders. Thirty-five years’ worth of the letters is freely available on Berkshire’s website, here. My own analysis of the most recent years’ letters, along with my other writings about Buffett, can be found here.
Some readers may well find it a daunting task to try to work through hundreds of pages of the shareholder letters. Here’s a secret: there is a shortcut. George Washington Law School Professor Lawrence Cunningham has compiled an indexed, thematically arranged anthology of Buffett’s writings in a splendid book entitled The Essays of Warren Buffett: Lessons for Corporate America, the most recent edition of which can be found here. As I noted in my review of an earlier edition of Cunningham’s book, here, “Cunningham has done a masterful job distilling Buffett’s writings and organizing them according to topic. This arrangement not only facilitates a quick reference to Buffett’s comments on any given topic, but it also provides insight into how Buffett’s views on the topic may have evolved over time.”
For readers who may be interested, my review of Alice Schroeder’s Buffett biography can be found here.
The Wit and Wisdom of the Sage of Omaha: One of the great pleasures of reading (or just reading about) Buffet’s various essays is his gift for the homey aphorism, often told with great humor. Loomis’s book captures a few of the good ones, including Buffett’s own summary of his experiences running (and saving) Salomon: “I felt like the drama critic who wrote, ‘I would have enjoyed the play except that I had an unfortunate seat. It faced the stage.’”
Loomis also recounts some career advice Buffett gave to an audience of University of Washington business school students: “I’d advise you when you go out to work , work for an organization of people you admire, because it will turn you on. I always worry about people who say, ‘I’m going to do this for ten years. I really don’t like it very well. And then I’ll do this…’ That’s a little like saving up sex for your old age. Not a very good idea.”
Some of my favorite Buffet anecdotes appear in his letters to Berkshire shareholders. In his 1986 letter, he wrote about the tailor who went to see the Pope, whose friends asked him what the Pope is like. Buffett writes that “our hero wasted no words: ‘He’s a forty-four medium.’” Another favorite is the story about the man who asked his vet what to do for his horse that limped sometimes but seemed fine at other times. Buffett states that “the vet’s reply was pointed: ‘No problem – when he’s walking fine, sell him.’”
My own personal favorite, from the 1985 letter, is one that I have quoted previously on this blog, but I like it so much, I am reproducing it again here:
An oil prospector, moving to his heavenly reward, was met by St. Peter with bad news. “You’re qualified for residence”, said St. Peter, “but, as you can see, the compound reserved for oil men is packed. There’s no way to squeeze you in.” After thinking a moment, the prospector asked if he might say just four words to the present occupants. That seemed harmless to St. Peter, so the prospector cupped his hands and yelled, “Oil discovered in hell.” Immediately the gate to the compound opened and all of the oil men marched out to head for the nether regions. Impressed, St. Peter invited the prospector to move in and make himself comfortable. The prospector paused. “No,” he said, “I think I’ll go along with the rest of the boys. There might be some truth to that rumor after all.”
The annual letter to Berkshire Hathaway shareholders of Warren Buffett, the company’s Chairman, is anticipated every year as much (or arguably more) for its commentary on the financial world and the economy as it is for its discussion of the company’s performance. This year’s letter (here), released on February 25, 2012, does not disappoint. The letter contains numerous insights into the U.S. economy and the financial marketplace. Buffett’s letter also reflects his well-known penchant for homespun humor and telling anecdote, although in smaller rations than in years past.
In this year’s Buffett refers to some familiar themes. Several of the topics can charitably be described as “well-worn.” Also, as I noted in my review of last year’s letter, Berkshire itself has become so huge and diverse that simply summarizing its results nearly consumes the editorial potential of the shareholder letter medium. Though some of the topics may be shopworn, Buffett nevertheless manages to work in sufficient insight to make his letter well worth reading, even for those who don’t own Berkshire stock. (Full disclosure: I own BRK.B shares, although not nearly as many as I wish I did.) My summary of the letter’s main themes follows.
By any measure, Berkshire Hathaway is an astonishing construction. During 2011, the company had net income of $10.3 billion on revenues of $143 billion. Though the company’s earnings were down from 2010 (when the company earned $13 billion), the company’s book value, a measure of assets minus liabilities, rose during the year to $164.9 billion from $157.3 billion at the end of 2010. The 4.6 percent increase in book value outpaced the S&P 500’s 2.1 percent return. At year end the company had $37.3 billion cash on hand, despite several multi-billion dollar investments during the year.
For many years, Berkshire was fairly described as an insurance holding company with a very impressive investment portfolio. Those descriptive attributes remain accurate, but they are no longer sufficient. Berkshire is now an extraordinary collection of businesses, including not only the more than 70 businesses that operate directly under the Berkshire umbrella, but an additional 140 businesses within the Marmon unit (among many others). Buffett notes in his letter than there are eight Berkshire subsidiaries that would be in the Fortune 500 if they were stand-alone companies (“That leaves only 492 to go. My task is clear, and I’m on the prowl.”)
As a result of a number of acquisitions in recent years, Berkshire is also now a holding company of huge industrial operations. A large part of the letter is devoted to discussing the company’s five largest non-insurance operations (BNSF, Lubrizol, Marmon Group, Iscar and Mid American Energy), only one of which Berkshire has held for more than five years. In the aggregate these five companies had full-year pre-tax earnings of more than $9 billion. (Five years previously, the single one of these companies that Berkshire owned then, MidAmerica, had earnings of only $393 million).
The sheer magnitude of these large recent investments is underscored by Buffett’s recitation of the extent of BNSF’s essential operating assets; he notes that “we must, without fail, maintain and improve our over 23,000 miles of track along with 13,000 bridges, 80 tunnels, 6,900 locomotives and 78,600 freight cars.” By the same token, MidAmerica’s pipelines “transport 8% of the country’s natural gas,” and its investments in wind generation and solar projects amount to “far more than any other regulated electric utility in the country.”
With these and many other businesses, Berkshire is now an essential component of the U.S. economy, which makes Buffett’s comments about the economy (discussed below) that much more vital. Buffett does not exaggerate when he says “when you look at Berkshire, you are looking across corporate America.” No matter what else you may want to say about the company, it has become huge. It is so big that not even Buffett knows all of its businesses. In mentioning that at last year’s shareholder’s meeting, one of the businesses, Wells Larmont, sold 6,126 pairs of gloves, Buffett comments that the unit’s gloves were a product “whose very existence was news to me.” Similarly, I was interested to learn from reading the annual report that Berkshire now also owns Brooks, the running-shoe company.
Whether or not the whole thing has become more than a single person can comprehend much less handle seems a legitimate question, but Berkshire shareholders themselves are more interested in the question of what happens to the company when the 81 year-old Buffett is no longer in charge. The succession question took on a whole new layer of urgency after the March 2011 departure of former MidAmerica Chairman David Sokol, the previously presumptive front-runner as Buffett’s successor who left under a cloud due to his stock purchases ahead of Berkshire’s decision to acquire Lubrizol (about which for refer here).
Arguably for the first time, Buffet indicates in his latest shareholder letter that a successor has been selected, an individual about whom the company’s board has had “a great deal of exposure,” whose “managerial and human qualities they admire” and about whom they are enthusiastic. Buffett does not name this individual, but the smart money seems to be on Ajit Jain, the head of Berkshire’s reinsurance operations. Buffett also mentions that there are two back-up candidates as well.
Buffett himself has made the question of who will succeed him separate from the question of who will manage Berkshire’s now $77 billion investment portfolio. To address this separate question, Buffett seems to be conducting on-the-job auditions. In the shareholder letter, Buffett describes the recent engagement of Todd Combs and Ted Wechsler as investment managers. Buffett reports that Combs has built a $1.75 billion portfolio and that Wechsler will soon built a similar portfolio. The tryout process from here is unclear, but Buffett does say with respect to these two investment managers that “Each will be handling a few billion dollars in 2012, but they have the brains, judgment and character to manage our entire portfolio when Charlie and I are no longer running Berkshire.”
These hints and indications about the long-term future of Berkshire management may not be enough to mollify the market’s general concerns about Buffett’s age; as the Wall Street Journalpointed out on Friday, one of the reasons the company’s share price has lagged in recent months compared to the larger market may be due to succession planning concerns. Berkshire has slumped 4 percent in New York in the last 12 months, compared with a gain of 4.6 percent for the Standard & Poor’s 500 Index.
The U.S. Economy
As he did in last year’s letter, Buffett takes great pains to emphasize his belief that “America’s best days lie ahead.” The Berkshire businesses are clearly acting on this belief. In 2011, the operating companies spent $8.2 billion on property, plant and equipment, 95% in the U.S., “a fact that may surprise those who believe our country lacks investment opportunities.” Even though there will be projects abroad, “the overwhelming majority of Berkshire’s capital commitments will be in America.”
However, In considering Buffett’s optimistic analysis of the U.S. economy, it is probably worth noting two “unforced errors” he acknowledges in the shareholder letter. First, he characterizes his $2 billion investment in Energy Future Holdings bonds, dependent as they were on natural gas prices rising substantially, as “a mistake – a big mistake.” He also acknowledges that his belief a year ago in a housing recovery within a year or so as “dead wrong.” If Buffett missed so badly on a couple of basic assumptions about such fundamental economic components as energy prices and housing construction, could he be wrong about the overall economy as well?
Buffett would argue (an in fact, does argue, in the letter) that he has only been off on the timing, not on the economic fundamentals. In the letter, he states that though the housing industry has been in a “veritable depression,” housing “will come back – you can be sure of that.” In making this argument, he asserts that while housing construction remains in the doldrums, the number of households increases, and every day we are creating more households than houses. He states that “demographics and our market system will restore the needed balance – probably before long. When that day comes, we will again build one million or more residential units annually. I believe pundits will be surprised at how far unemployment drops once that happens.”
In this year’s letter, Buffett replays an oft-repeated message when explains the importance of “float”—that is, the funds that an insurance company gets to hold between the time it collects premiums and the time that it pays claims. As in past years, Buffett emphasizes that when the insurance operations are profitable, the cost of float is less than zero, in effect paying the company for holding the funds while also allowing the company to earn investment returns as well.
However, as Buffett puts it, the “wish for all insurers to achieve this happy result creates intense competition, so vigorous in most years that it causes the P/C industry as a whole to operate at a significant underwriting loss.” Buffett (not for the first time) cites by way of example State Farm, “by far the country’s largest insurer and a well-manage company besides,” which has “incurred an underwriting loss in eight of the last eleven years.” As Buffett puts it, “there are a lot of ways to lose money in insurance, and the industry is resourceful in creating new ones.”
Buffett notes that the Berkshire companies have achieved underwriting profitability for nine consecutive years, in the interim producing underwriting profits of $17 billion. (He does not mention, however, that during the fourth quarter, the insurance operations had an underwriting loss of $107 million, due to catastrophe losses in the reinsurance operations.) He emphasizes that cost-free float “is not an outcome to be expected for the P/C industry as a whole.” In most years, including 2011, “the industry’s premiums have been inadequate to cover claims plus expenses.” For many years, the industry’s overall return on tangible equity for many decades has fallen far short of the average return realized by American industry, “a sorry performance almost certain to continue.”
The problem, as Buffett sees it, is that too few insurers are “willing to walk away if the appropriate premium can’t be obtained.” Many insurers, he notes, “simply can’t turn their back on business that their competitors are eagerly writing.”
With respect to the Berkshire insurance businesses, Buffett notes that if there were a $250 billion mega-catastrophe (“a loss about triple anything it has ever faced”) Berkshire “would likely record a moderate profit for the year because of its many streams of earnings.” At the same time, however, “all the other major insurers and reinsurers would be far in the red, and some would face insolvency.”
For many readers, the greatest value of Buffett’s letters is his occasional asides, where he comments on some aspect of the financial markets or global economy. Buffett’s message this year is that many investments often assumed to be safe (such as bonds or gold) are far less likely to produce investment returns than are investments in equities, which Buffett characterizes as the “safest” investment by far.
The problem with bonds and other currency denominated investments is not just the tax drain on the investment returns, but the even more devastating effect of inflation. By way of illustration, Buffett notes that the value of the dollar has fallen “a staggering 86% in value since 1965.” As a result of inflation, currency-denominated investments “have destroyed the purchasing power of investors in many countries.” Even though bonds and other currency-denominated investments are often characterized as “safe,” they are in truth “among the most dangerous of assets” and “their risk is huge.” Interest rates “do not come close to offsetting the purchasing power risk.” In the current low interest rate environment “bonds should come with a warning label.”
As for gold, which is the current investment favorite in certain circles, Buffett suggests it has two significant shortcomings, which is that it is “neither of much use nor procreative.” Most of the gold’s industrial and jewelry uses are not quite enough to absorb ongoing production. Meanwhile, “if you own one ounce of gold for an eternity, you will own one ounce at the end.” Buffett imagines all of the gold assembled into one $9.6 trillion cube, and comparing it to a similarly valued cube composed of productive assets such all of the U.S. cropland and 16 Exxon Moblls. In a century, the second cube will have delivered trillions of dollars of value, with the ability to continue to produce value into the future, whereas the cube of gold “will still be unchanged in size and incapable of producing anything.”
Buffett contrasts these first two categories with investment in productive assets, such as businesses, farms or real estate. He notes that “ideally” these assets “should have the ability in inflationary times to deliver output that will retain its purchasing power.” Buffett sees a future in which the U.S. will “move more goods, consume more food, and require more living space than it does now.” Our country’s businesses “will continue to efficiently deliver goods and services wanted by our citizens.” So Berkshire’s goal will be to “increase its ownership in first class businesses.” Buffett contends that “over any extended period of time this category of investing will prove to be the runaway winner” among the three categories of investments, and, more importantly, “it will be by far the safest.”
Another investment area Buffett addresses is share buybacks. He discusses this question both because Berkshire itself for the first time implemented a share buyback program in 2011, and because during 2011 Berkshire invested $11 billion in IBM, which is in the midst of an aggressive buy back program. Buffett explained that the Berkshire’s buyback program is not intended to support the share price, but is merely a mechanism to take advantage of opportunities when the market has priced the shares below its intrinsic value.
In discussing IBM’s share buy back, Buffett explains that when Berkshire buys a stock In a company repurchasing its shares, Berkshire not only hopes that the company in which it has invested will continue to grow its earnings, but that its stock will underperform the market for a long time. Buffett notes that in the end the worth of Berkshire’s investment in IBM will be determined by IBM’s earnings, but an important secondary factor will be the share buy back program, as the lower the price at which the company buys its own shares, the more shares it will buy, and the larger will be Berkshire’s percentage ownership of the remaining shares (and therefore of IBM’s earnings). Buffett jokes that if the number of outstanding IBM shares is reduced to 63.9 million, “I will abandon my famed frugality and give Berkshire employees a paid holiday.” (Were the number of outstanding shares were reduced to 63.9 million, that would mean that Berkshire would own 100% of the outstanding shares.)
In commenting on the counterintuitive notion that an investor owning shares of a company that is net buyer of its own stock should hope for the company to be undervalued, he explains that “you are hurt when stocks rise. You benefit when stocks swoon.” Buffett explains that emotions too often complicate the matter. Most people he notes, including even those who will be net buyers in the future, “take comfort in seeing stock prices advance.” Buffett concedes that in his early days he too rejoiced when the market rose. But when he read Ben Graham’s book The Intelligent Investor, “low prices became my friend.”
Buffett is perhaps best known as a buy and hold investor, a person with a few simple investment principles that he follows rigorously. He cultivates and communicates an air of conservative consistency. The basic message from Buffett for years has been that with him, and with Berkshire, you know what are going to get. For that reason, a couple of developments during 2011 seem particularly noteworthy to me, both of which are things that I suspect many long-standing observers thought they would never see.
First, as noted above, Berkshire instituted a share buy back program, which although seemingly sound, also seems inconsistent with long-standing Buffett principles about putting cash to work.
The other development during 2011 that to me seems particularly noteworthy is that for the first time Berkshire has made a significant investment in a technology company. Much of Buffett’s current reputation as a visionary investor has much to do with his very public refusal to get caught up in the frenzy during the dot com era tech stock bubble. Buffett’s refusal to invest in tech companies because he doesn’t understand them has become such an iconic example of his simple but clear investment philosophy that Alice Schroeder began her recent biography of Buffett with a retelling of Buffett’s actions during that era. Of his decision to invest in IBM, Buffett says only that “it wasn’t until a Saturday in March last year that my thinking crystallized.”
Buffett says little else to explain or describe his unexpected decision to invest in a major technology company, except to say that, like his investments in Coke in 1988 and railroad in 2006, his IBM investment “was late to the IBM party.” To be fair, though, his extensive discussion of IBM’s share buy backs provide some explanation for the investment, and perhaps even a little bit of a defense of his decision finally to invest in the company only after a long and significant gain in its share price. He seems to be suggesting that it was part of his plan all along to buy the shares when he expected the company to be undervalued in the marketplace for a while, because the share buy back program would make Berkshire’s shares more valuable.
Long-time Buffett devotees know that this is far from the first time that Buffett has managed to find exceptions to his own loudly proclaimed general investment principles. To cite just one noteworthy prior example, in his 2002 shareholder letter, Buffett denounced derivatives as “time bombs” and “financial weapons of mass destruction, carrying dangers that, while now latent, are potentially lethal,” yet only a short time later, during 2007, he entered massive derivative contracts that has affected the company’s financial results in every reporting period since. (Buffett takes great pains in his 2011 letter to detail how profitable these derivative positions have proven to be, thank you very much. He also notes that due to current marketplace requirements to post collateral, he won’t be making any further derivative investments any time soon.)
Buffett may have succeeded over time in portraying himself as the master of principled investing, but in recent years his actions have clearly shown that his principles may be, well, flexible. Observers may ask that if Buffett has yielded on these points, might Berkshire now consider paying a dividend?
My own view it that though Buffett may have proven flexible on some points, we are unlikely to see a Berkshire dividend on his watch. Over and over again in this year’s letter, he reiterates the critical importance of maintaining minimum liquidity of at least $20 billion, and he details the importance of retained earnings. For example, he emphasizes how MidAmerica’s ability to retain earnings has allowed the company to make industry-leading investments in alternative energy. He also stresses how the value of Berkshire’s investments is enhanced when the companies in which it has invested retain their earnings.
Buffett may have demonstrated a certain amount of unwonted investment flexibility in recent years, but I still doubt that the payment of a dividend is something he would ever consider. Indeed, given his ownership position, a dividend would be a highly unwelcome taxable event for Buffett personally, which is yet another even more important reason it won’t happen during Buffett’s lifetime.
There are some other significant matters about which Buffett is silent in his letter. Thus, even though he mentions the company’s 2011 purchase of Lubrizol multiple times, he does not mention the serious questions that arose at the time about David Sokol’s investment in Lubrizol shares prior to Berkshire’s decision to acquire the company. He also stays away from the high profile issues in which he has become publicly involved during the past year, including questions about taxation fairness. (In my view, it is just as well that he stayed away from the taxation issue and other politically sensitive topics.)
There may be a few omissions, and there are a few things, like the name of Buffett’s successor, that are alluded to but not revealed. But overall you can’t criticize Buffett for hiding things. Very few investment managers, or even people in general, are as forthright about their mistakes. Buffett not only discloses his investment mistakes, but he puts them right up front. Perhaps he is confident enough to highlight his mistakes because he is sure that the things he got right far outweigh the things he has gotten wrong.
Buffett has always had a remarkable record selecting investments. His more recent track record in selecting large industrial companies to acquire may be even more impressive. As Berkshire has become more of an industrial company, it has become an increasingly important part of the U.S. economy. It is deeply encouraging that Buffett remains bullish on the U.S. economy. It is even more encouraging that his optimism consists of more than mere words. His acquisitions and investments say even more than his words about his belief in the U.S. economy. For the sake both of Berkshire shareholders and everyone else in this country, we can only hope that Buffett is right.
The Coolest Soccer Team in Europe?: I have embedded below a video of the third of Uruguayan striker Edinson Cavani’s three goals in a January 9, 2011 Italian Serie A game between Cavani’s team, Napoli, and league rival Juventus, not only because the Italian announcer’s call of the goal sets some type of record for operatic exclamation, but also because the goal itself is flat out ridiculous. (I am not certain, but I think the announcer may have had some type of seizure while announcing the goal.) You have to watch the slow motion replay to even be able to see the “scorpion kick” Cavani uses to put the ball in the goal.
I feature this video here because it dramatically demonstrates what many have been saying more recently following Napoli’s unexpected 3-1 win last week over Chelsea, the talent-laden but inexplicably struggling English Premier League team, in UEFA Champions League round of 16 action. That is, as Brian Phillips puts it in a February 24, 2012 post on Grantland.com, you should root for Napoli now because they are “the coolest soccer team in Europe.” (Warning: the blog post contains humor some may find offensive.)
Berkshire Hathaway’s Audit Committee has determined that David Sokol’s trades in Lubrizol shares prior to Berkshire’s announced acquisition of the company “violated company policies.” It also determined that his “misleadingly incomplete disclosures” to Berkshire management “violated the duty of candor he owed the Company.” The Audit Committee reported these findings in an April 26 report to the Berkshire board, which released on its website on April 27, 2011. The report and accompanying press release can be found here. (Full disclosure: I own BRK shares.)
The report is the product of three Audit Committee meetings on April 6, 21 and 16, as well as a meeting of the full board in late March, and communications between the audit committee chair and company management and company counsel. In other words, while the rabble rousers outside the company were raising a ruckus about Sokol’s trades, the Audit Committee was conducting its own investigation. And it is pretty clear that as a result of this investigation, the Audit Committee is, in the words of UCLA Law Professor Stephen Bainbridge, “throwing Sokol to the wolves.”
The report specifically concludes that Sokol’s trading activity and his statements to Berkshire management about his trading violated the company’s Code of Business Conduct and Ethics and its Insider Trading Policies and Procedures. It also found that his conduct violated the company’s standards as articulated by its Chairman, Warren Buffett, to “zealously guard Berkshire’s reputation.” It also concluded that Sokol violated his duty of full disclosure to the Company.
The report specifically concludes that by trading in the Lubrizol shares, Sokol had misappropriated an opportunity that was Berkshire’s and that Sokol was only able to exploit by virtue of his position acting as Berkshire’s representative in connection with the negotiations and the transaction.
The report points out that Sokol’s voluntary resignation “had the effect of preventing him from receiving any severance-related benefit substantially different from those to which he would have been entitled if he were terminated for cause on the same effective date. He has thus suffered a sever consequence from his violations of Company policy.”
Nevertheless, the report concludes, the board is considering “possible legal action against Mr. Sokol to recover any damage the Company has sustained, or his trading profits, or both, and … whether the Company is obligated to advance Mr. Sokol’s legal fees associated with proceedings in which he is named.”
Finally, the company’s press release notes that it will post on its website a “complete transcript” of any questions or answers related to David Sokol at the upcoming April 30 meeting of Berkshire’s shareholders. (There might be a question or two on the topic…)
Among other things that the Audit Committee’s report does is that it makes it difficult for the plaintiff in the recently filed derivative action relating to these matters to be able to contend that a demand to the Berkshire board to take up this claim would have been futile. The board and its Audit Committee are quite capable of taking up these questions, thank you very much. (Among other reasons the plaintiff cited in support of his demand futilty allegatoin is that the company lacks "traditional corporate infrastructure" -- that contention look particularly wrongfooted in light of the Audit Committe's report).
The report’s final note about the board’s consideration of whether or not the company must advance Sokol’s legal fees is an interesting one to me. Buffett has been very public about the fact that Berkshire does not buy D&O insurance. In his most recent letter to shareholders, Buffett said, by way of explanation of why the company does not buy D&O insurance, “If they mess up with your money, they will lose their money as well.”
So if the company withholds defense expense advancement from Sokol, his choices are to defend himself out of his own pocket or to try to sue the company to enforce its advancement obligations. Neither is a particularly attractive choice for Sokol, as it will either cost him a fortune or put him in the very unattractive position of suing his former company.
I know the audit committee’s report does not include Sokol’s side of the story. (The report does not state specifically whether or not the audit committee interviewed Sokol in connection with its investigation and report). He likely has a different perspective on these events. But it seems to me that Sokol could go along way toward rehabilitating himself and his public reputation by offering to pay Berkshire trading profits he made for the Lubrizol trades and by offering to reimburse the company for its legal expenses in investigating the trades. Any other path means more expense for the company and for Sokol and merely increases the amount that Sokol might have to pay to extricate himself from this situation later on. It just seems to me that this situation is unlikely to get better for Sokol, it will only get worse, and it won’t help Berkshire either.
Lost among all this hoopla is that the Lubrizol transaction still has not closed and indeed the Lubrizol shareholders have not yet had their vote -- the Lubrizol shareholder vote is set for June 9, 2011. Lubrizol is located outside Cleveland, and I can tell you that here in Cleveland , no one is talking about Sokol’s trades. Rather, they are talking about the $97 million that Lubrizol CEO James Hambrick stands to reap if the deal goes through. Indeed, the lead article on the front page of the April 26, 2011 Cleveland Plain Dealer was captioned “Lubrizol CEO Poised to Soar on Fabulous Golden Parachute.” (Fulll disclosure: I have met Hambrick socially here in Cleveland.)
I guess a lot of questions are being asked about who will be making how much as a result of this transaction. Somewhere amidst all these issues is the larger question of whether or not the transaction itself is in the interests of the shareholders of both companies. Of course, shareholders might feel more comfortable about their interests if individuals involved in the transaction were not profiting individually from the deal.
Speakers' Corner: On May 11, 2011, I will be moderting a session in Menlo Park, California entitled "Dodd-Frank and the Rise of Shareholder Empowerment." The session is sponsored by the Orrick law firm, The Directors Network and Deloitte, and will take at place at the Orrick law firm's Menlo Park offices. The program, which is free and which will run from 8:45 am to 11:45 am, will provide insights and practical advice regarding fundamental changes in the corporate governance environment and the emerging role of shareholders in the U.S. corporation.
The session includes an all-star cast of panelists, including Roel Campos, who served as an SEC Commissioner from 2002-2007; Consuelo Hitchcock, Principal, Regulatory and Public Policy at Deloitte; Marc Gross, of the Pomerantz, Haudek, Grossman & Gross law firm; Anne Sheehan, Director of Corporate Governance at CalSTRS; Marc Schneider, Associate General Counsel at SEIU; George Paulin, the President of George Cook & Co.; and Jonathan Ocker and Bob Varian of the Orrick law firm.
Furher information about the program, including regiistration information, can be found here.
Berkshire Hathaway Chairman Warren Buffett was not exaggerating when he stated at the opening of the company’s March 30, 2011 press release (here) that the release “will be unusual.” Not only did Buffett disclose the resignation of David Sokol as Chairman and CEO of several subsidiaries, but the release also revealed that Sokol had acquired shares of Lubrizol before bringing the idea to Buffett that Berkshire should acquire Lubrizol. (Berkshire had announced its intention to acquire Lubrizol just days earlier.)
As odd and inexplicable as were the events described in the March 30 Berkshire press release, the story became even odder and more inexplicable as information came out that Sokol acquired Lubrizol shares after specifically discussing -- apparently as a representative for Berkshire -- with investment bankers that possibility that Lubrizol might be an appropriate acquisition target for Berkshire. Sokol also apparently acted as a representative for Berkshire in connection with negotiations with Lubrizol about a possible Berkshire acquisition.
Given the high-profile and sensational nature of these allegations, it was perhaps inevitable that litigation would follow. Indeed, a lawsuit was duly filed in Delaware Chancery Court on April 18, 2011. The complaint, which can be found here, presents a shareholders’ derivative claim against Berkshire, as nominal defendant, as well as against Sokol and against the twelve individual members of Berkshire’s board – including not only Buffett, but his chum Charlie Munger and his fellow billionaire Bill Gates. The complaint asserts two substantive claims, one against all of the individual defendants for breach of fiduciary duty and one against Sokol for disgorgement.
As a Berkshire shareholder myself as well as a long time Buffett devotee, I have to admit I winced – hard—when reading the March 30 press release. Just the same, the lawsuit makes me uneasy too. Perhaps my long devotion to Buffett biases my view. I confess that I have been unable to bring myself to write about the lawsuit until now because of my conflicted feelings. I do have to admit that the complaint does make for some interesting reading. The time line of events portrayed in the complaint does not reflect well on Sokol, to say the least.
The Complaint is less compelling when it tries to detail the specific harms these events have caused the Company. Among other things, the Complaint cites credit analysts to the effect that these events “could result in a negative credit rating for Berkshire” and that have “flagged concerns over the Company’s lack of traditional corporate infrastructure.” The Complaint also cites the decline in Berkshire’s share price that following the March 30 disclosure.
One threshold problem the claimant will face is showing that the requisite demand on Berkshire’s board would have been futile. In order to try to establish demand futility, the complaint alleges that the board could not be relied upon to “take proper action on behalf of the Company” due to their “inter-related business, professional and personal relationships” as well as “debilitating conflicts of interest” arising from “prejudicial entanglements and transactions which compromise their independence.” (Francine McKenna’s blog post about the demand futility issue on her Accounting Watchdog blog at Forbes.com can be found here. )
But assuming for the sake of argument that the plaintiff can overcome the demand futility hurdles there is the question of whether or not the plaintiff can hope to prevail on the merits.
Over at the Delaware Corporate and Commercial Litigation Blog (here), esteemed fellow blogger Francis Pileggi has assembled a host of helpful links and commentaries about the lawsuit. (I would be remiss if I did not also mention here my thanks to Francis for his blog’s provision of a link to the Complaint, as well.) Among the more interesting sources he cites is UCLA Law Professor Stephen Bainbridge’s thorough analysis of the possible merits of the claim, which can be found here and here.
Among other things, in the second of his two posts, Professor Bainbridge expressly raises the problems that the plaintiff will have meeting the demand futility test. More interestingly, in both posts, Bainbridge elaborates on the view that the disgorgement claim against Sokol seems to be supported under existing Delaware case law.
Professor Bainbridge’s analysis is interesting and persuasive. But it doesn’t answer what is for me the even more interesting question this lawsuit presents, which relates to the breach of fiduciary duty claim alleged against the Berkshire directors. Can the directors – or any one of them (say, for example, Buffett) -- possibly be held liable for failing to take actions that allegedly could have prevented supposed harm to the company?
UPDATE:In a subsequent post (here), Professor Baibridge has answered my question about the possibility that the Berkshire board could be liable for failing to supervise Sokol's trades. In Bainbridge's view, the answer to the question is "no," for reasons he explains in his post.
I guess I have too much of a practical habit of mind. Or perhaps it is just because I am a Berkshire shareholder. But I do have to wonder what this lawsuit ultimately is going to produce, other than the generation of massive amounts of legal fees (as if that were something that would be in any company’s interest). Sure, sure, if Professor Bainbridge is right, the disgorgement claim against Sokol might be meritorious, in which case Sokol would have to disgorge h is trading profits to Berkshire. Even so, the most that would garner for the company is about $3 million or so, as I understand it, at the cost of God know how much in legal fees (plus of course the payment of plaintiff’s attorneys fees -- or at least so the plaintiff’s attorneys’ hope).
If all this case is about is the disgorgement claim, this sure seems like an enormous waste of everybody’s time. (Indeed, Sokol could save himself and everyone else a whole lot of aggravation if her were to just take out his checkbook and write Berkshire a check for his trading profits.)
Of course, there is always at least the theoretical possibility of damages for the breach of fiduciary duty claim against the other directors. It is only really conceivable to even think about this possibility by overlooking the highly speculative nature of the alleged harms the company sustained and the evanescence of the share price decline. And even then -- perhaps others can form a picture of say, Buffett, paying money to Berkshire, but it would take a lot more to persuade me that that could happen here and if it could that it would remotely make sense.
One other possibility that does come to mind is that, if the case gets that far, perhaps the resolution of this case, like the resolution of many shareholder derivative lawsuits, will include the company’s agreement to adopt certain corporate governance reforms. There would be something highly ironic about Berkshire, of all companies, taking on, say, board oversight obligations. However, the original source of the irony is in the events that led to all of this, which is that, at least as the plaintiff would have you believe, Buffett failed to follow the company’s own existing internal guidelines on these types of matters.
There would be something ironic indeed if Berkshire were to have to implement more “traditional governance infrastructure.” I appreciate irony as much as anybody. But as a shareholder I do wonder whether that would actually be good for the company.
One final thought. To paraphrase a recent post on the Deal Journal blog (here) -- You don’t suppose there might be a question or two about all of this at next week’s meeting of Berkshire’s shareholder, do you?
Where are Today’s Tsunami Stones?: The April 21, 2011 New York Times has a fascinating article entitled “Tsunami Warning for the Ages, Carved in Stone” (here). The article is about the small village of Aneyoshi, Japan, where an aging stone marker set into the hills warns “Do not build your homes below this point!” Village residents say this warning kept their homes safely out of reach of the deadly tsunami last month.
There apparently are hundreds of these stones scattered throughout Japan. Sadly, in modern times, residents came to put more faith in advanced technology and higher sea walls, and many of the warning were ignored.
The stones were meant to communicate a critically important message. But their very existence suggests something deeper. The people who put those stones up were capable of thinking very concretely about future generations. They were able to envision the people 80 or 100 years in the future who might need to know what they knew. The erection of the tsunami stones was an act of incredible foresight and incredible generosity.
Toward its end the article quotes a Japanese scientist as saying “We need a modern version of the tsunami stones.” The scientist was thinking specifically about potential harm from future tsunamis. But I think the need for warnings to future generations is not limited just to Japan and not just to tsunamis. There are so many things that future generations will need to know. I wonder whether we are able to look forward as those who built the original tsunami stones did. What are we willing to do to protect those unborn people who need to know what we have seen? I sometimes worry that we are incapable of thinking about the needs of those who will be living their lives 80 or 100 years from now.
And then finally, there is the lesson of the tsunami stones that were disregarded. As long as people insist on building in flood planes, for example, there will be people who suffer because they choose to disregard the evidence. And as someone who works in the insurance industry, I know all too well how significant economic activity can be carried out in complete obliviousness to the stark warnings of the past. . The landscape of the insurance industry is littered with its own version of tsunami stones yet the warnings of the past are so often disregarded.
On February 26, 2011, Berkshire Hathaway issued Chairman Warren Buffett’s much-anticipated annual letter to the company’s shareholders (here). Although aficionados of Buffett’s letters will not be disappointed, this year’s letter is largely focused on Berkshire’s performance and has fewer excursions into larger topics than in past years. (Full disclosure: I own BRK.B shares, although not as many as I wish I did.)
Perhaps even more than in prior years, the 2010 letter sets out a detailed analysis of Berkshire’s long-term performance, opening with a detailed review of Berkshire’s history compared to that of the S&P 500. (Interestingly enough, Berkshire failed to outperform the S&P 500 for the last two years in a row, the first time in Berkshire’s history that has happened.) Buffett then moved on to a review of Berkshire’s performance during 2010. Although Buffett addresses Berkshire’s investment performance, his devotes greater space to detailing the annual performance of Berkshire’s operating companies.
Because Berkshire often is perceived essentially as an insurance holding company, he takes considerable pains to highlight the relative performance of Berkshire’s noninsurance businesses, particularly Burlington Northern Santa Fe, for which Berkshire paid about $27 billion last February in the company’s largest ever acquisition. Buffett called the railroad’s performance "the highlight of 2010" and commented that it is working out "even better" than expected. The railroad generated operating earnings of $4.5 billion and net earnings of $2.5 billion.
With respect to the company’s insurance businesses, Buffett returns to several themes that will be familiar to those who have followed his letters over the years.
First, he emphasizes how elusive underwriting profitability has been for many insurers. Though Berkshire’s insurance businesses have, Buffett emphasizes, produced "an underwriting profit for eight consecutive years" and an underwriting gain of $17 billion during that period, underwriting profitability "is not an outcome to be expected of the P/C industry as a whole." (He compares, by way of example, Berkshire’s $17 billion of underwriting profit over the last 8 years to State Farm’s more than $20 billion underwriting loss during the same period.)
As a result, "the industry’s overall return on tangible equity has for many decades fallen far short of the average return realized by American industry, a sorry performance almost certain to continue."
The reason for the industry’s poor performance, Buffett comments, is that too many insurers forget one of the critical insurance disciplines, which is "the willingness to walk away if the appropriate premium can’t be obtained." The reasons for this recurring failure are that "the urgings of Wall Street, pressures from the agency force and brokers, or simply a refusal by a testosterone-driven CEO to accept shrinking volumes has led too many insurers to write business at inadequate prices."
Because so much of Buffett’s letter is a celebration of the company’s many success stories, it stands out when Buffett acknowledges a rare defeat. In this letter, Buffett acknowledges that from the perspective of its financial results, NetJets has been a "failure," and is Berkshire’s "only major business problem." Buffett does not acknowledge the many prior letters in which he had previously praised the company and its prior management. However, he does assert that under its new management, the company is turning around.
This Year’s Homily
Buffett’s letter would not be representative of type without an essay on broader topics. Though there is less of that in this year’s letter, Buffett still does manage to work in some commentary on the topic of "leverage," selecting as the text for his homily a letter his grandfather Earnest send to Buffett’s Uncle Fred in 1939.
Buffett notes that while debt usually can be refinanced, it sometimes happens that "maturities must actually be met by payment," for which "only cash will do the job." Credit, Buffett reflects, is "like oxygen" – that is, "when either is abundant, its presence goes unnoticed. When either is missing, that’s all that is noticed."
The lesson of all this for Berkshire is illustrated in Earnest’s letter to Uncle Fred, in which Earnest gave Fred and his wife $1,000 to hold as a safety reserve. (Earnest’s letter, reproduced at page 23 of the shareholder’s letter, is interesting in many ways, not least because of the immense wealth that Earnest’s grandson went on to accumulate later on.)
Taking the necessity for a "reserve" as an operating imperative, Buffett explains that Berkshire will always hold at least $10 billion in cash and customarily keep at least $20 billion at hand so that the company can "withstand unprecedented insurance losses" and can "quickly seize acquisition or investment opportunities, even during times of financial turmoil."
By conserving cash and avoiding leverage, as well as by retaining and reinvesting earnings, Berkshire has grown its net worth from $48 million to $157 billion in four decades. Though being so cautious about leverage has penalized the company’s returns, it "lets us sleep at night." And perhaps more importantly, "during the episodes of financial chaos that occasionally erupt in our economy, we will be equipped both financially and emotionally to play offense while other scramble for survival." Indeed it was this very circumstance that "allowed us to invest $15.6 billion in 25 days of panic following the Lehman bankruptcy in 2008."
Those Telling Asides
Readers familiar with Buffett’s past letters will know that among his letters’ most rewarding features are his occasional asides, where he pauses to make humorous or aphoristic observation. There are fewer purely humorous asides in this year’s letter, but there are the usual share of aphorisms and anecdotes, as noted below.
First, Buffett is long on America’s prospects. Though conceding that Berkshire’s businesses will expand abroad, "an overwhelming part of their future investments will be at home," explaining that "money will always flow toward opportunity, and there is an abundance of that in America." He adds that the country’s "human potential" is "far from exhausted," observing that "the American system for unleashing that potential – a system that has worked wonders for over two centuries despite frequent interruptions for recessions and even a Civil War – remains alive and effective." Buffett note that "as in 1776, 1861, 1932 and 194, America’s best days, according to Buffett, "lie ahead."
Second, in emphasizing the level of Berkshire’s directors’ stewardship commitment, Buffett stresses that "we do not provide them directors and officers liability insurance, a given at almost every other large public company. If they mess up with your money, they will lose their money as well." (Though Buffett highlights this approach to D&O insurance as a corporate strength, don’t expect this practice to catch on widely. No other company can offer an indemnification commitment as substantial as Berkshire’s. Nor could any insurer make an insurance commitment as financially substantial as Berkshire’s indemnification undertaking. Buffett’s views on D&O insurance reflect a unique set of circumstances.)
Third, with respect to our country’s shared goal of home ownership, Buffett observes that "all things considered, the third best investment I ever made was the purchase of my home, though I would have made far more money had I rented and used the purchase money to buy stocks." (His two best investments were, he says, "wedding rings.") But the American dream can become "a nightmare if the buyer’s eyes are bigger than his wallet and if a lender – often protected by a government guarantee – facilitates his fancy." Our goal should not be to put families in the house of their dreams, "but rather to put them in a house they can afford."
Fourth, Buffett argues that net income is a "meaningless" number for Berkshire, because it is so susceptible to the timing of Berkshire’s realization of investment gains or losses. Buffett expresses "deep disgust" for the "game playing" some managers use to manipulate net income, "a practice that was rampant throughout corporate America in the 1990s and still persists, though it occurs less frequently and less blatantly than it used to."
Buffett urges Berkshire shareholders to "ignore our net income figure, suggesting that "operating earnings, despite having some shortcomings, are in general a reasonable guide as to how our businesses are doing."
Finally, Buffett takes on the Black-Scholes valuation method, arguing that it "produces wildly inappropriate values when applied to long-dated options." Its appeal of course is that the method "produces a precise number." But that precision is illusory, as it suggests values that are more appropriately estimated can be pinpointed with accuracy.
Buffett concludes that the practice of teaching Black-Scholes as "revealed truth" needs reexamination, particularly since "you can be highly successful as an investor without having the slightest ability to value an option." What you need to know is "how to value a business."
Buffett’s latest annual letter sounds many familiar themes. Indeed many of this year’s points of emphasis have appeared (in some cases, many times) in prior letters. I doubt there is a single Berkshire shareholder unfamiliar with the stories of Buffett’s initial investments in GEICO and the Berkshire Hathaway textile firm, which Buffett recounts again in this year’s letter. At times, the 2010 letter reads like a collection of Buffett classics.
Of course, what makes him Buffett is the extent to which he has across the years honored his conservative investment principles, as a result of which it is entirely appropriate that Buffett has once again rehearsed the lessons of his lifetime of investing.
But the annual letter is so anticipated because of the insights Buffett has expressed over the years about the economy, about the financial marketplace, and even about life. On that score, this year’s letter is a little disappointing. His criticism of the Black-Scholes method, for example, is modest compared, for example to his attack in his 2002 letter on derivative securities as "weapons of financial mass destruction" or his withering criticism in his 2006 letter of "the 2-and-20 crowd" of hedge fund managers.
One problem Buffett now has is that his company is getting so huge and diverse. Just summarizing the past year’s results of Berkshire’s increasingly numerous operating businesses is a much more space-consuming task than just a few years ago. (I was stuck by the number of apparently sizeable companies Buffett mentions in his letter that I have never even heard of, even though I have been a Berkshire shareholder for years and have followed the company closely. There are even more Berkshire companies, also quite sizeable, that Buffett never mentions.)
Indeed, one of the striking aspects of Buffett’s letter is the extent to which Berkshire’s various businesses have become integral components of American commerce. It is not just the diversity of companies Berkshire encompasses, it is the significance of the companies to the entire economy – for example, BNSF moves more freight than any other railroad, and Mid-America is the largest electrical supplier in three states.
In the end, Buffett can perhaps be excused if he comes off as a little repetitive. He has not only made himself and Berkshire’s shareholders wealthy, but he has also built an extraordinary company that survived the economic crisis, profited from the downturn, and emerged stronger than ever. His track record, underscored in the table in his letter comparing Berkshire’s and the S&P 500’s performance over five year intervals since the mid-60s, is striking.
If Buffett’s latest letter lacks the entertainment value of some prior letters, for Berkshire shareholders the letter more than makes up for that with the level of the company’s performance. Berkshire’s 2010 earnings of $13 billion were up 61% from the year before. At year end, the company had $38 billion in cash. Its businesses are generating about $1 billion a month in cash.
Yet Buffett, in typical fashion, emphasized that given the company’s size, it is unlikely to reproduce prior results. "The bountiful years, we want to emphasize, will never return. The huge sums of capital we currently manage eliminate any chance of exceptional performance."
Buffett’s confidence in the future of America is reassuring. But the reference to the future inevitably leads to consideration of Berkshire’s own future, in light of Buffett’s age (80). Without acknowledging the issue directly, Buffett addresses the concern both in his lengthy discussion of the managers of various Berkshire businesses – particularly David Sokol, who is engineering the NetJets turnaround while managing Mid-American – and in his discussion of the thought process behind the selection of Todd Combs as an investment manager for Berkshire.
Berkshire, Buffett seems to be suggesting, will remain in good hands. Berkshire’s shareholders can hope that for the company as well as for our country, the future is bright.
Water Works In his interesting essay "How Skyscrapers Can Save the City" in the March 2011 issue of The Atlantic (here), Edward Glaeser observes that "One curse of the developing world is that governments take on too much and fail at their main responsibilities. A country that cannot provide clean water for its citizens should not be in the business of regulating film dialogue." It is also true that most governments that successfully provide clean water to all of their citizens don’t try to regulate film dialog. The provision of clean water could be the ultimate test of governmental efficacy as well as the key to political freedom.
The much-anticipated annual letter to Berkshire Hathaway shareholders of its Chairman Warren Buffett has long been valued for its business insights and occasionally humorous tone. The 2009 version, which was released on Saturday February 27, 2010, and which can be accessed here, is no exception, though the expanding size of Berkshire’s business portfolio has reduced Buffett’s discussion of many company operations to just a few sentences and left relatively little space for his usual commentary.
Buffett does manage to work in some choice observations about the responsibilities of financial institutions’ senior officials for their companies’ collapses, and also about boards’ responsibilities in the M&A context.
For many readers, the 2009 version may be noteworthy for the things it does not discuss. For example, the 79-year old Buffett has nothing to say about leadership succession planning at the company (although the February 27, 2010 Wall Street Journal does fill the gap somewhat with an interesting article, here, about possible Buffett successor David Sokol, the Chairman of MidAmerican Energy)
Buffett also has nothing to say about recent events of keen interest to Berkshire’s shareholders, including the company’s addition to the S&P 500 and its loss of its triple-A financial rating (owing to the company’s deployment of cash for its largest-ever acquisition of Burlington Northern Santa Fe).
But despite the omissions, there is still much of interest in this year’s letter. Full disclosure: I hold BRK.B shares, although not nearly as many as I wish I did. (Actually, I do own more shares than I used to, due to the January 2010 50-for-1 split of the B shares.)
Buffett on Boards of Directors
For readers of this blog, the most interesting comments in this year’s letter are Buffett’s remarks about senior management of the financial institutions at the center of the global financial crisis. Buffett prefaces his comments by stating that he would never "delegate risk control," going on to contend that "in my view a board of directors of a huge financial institution is derelict if it does not insist that its CEO bear full responsibility for risk control."
Buffett not only suggests that corporate leaders should have full responsibility, but that there should be liability consequences for failure. Buffett says that if the CEO "fails" at risk control, "with the government thereupon required to step in with funds or guarantees," the "financial consequences for him and his board should be severe." Buffett notes that it has "not been shareholders who have botched the operations of some of our country’s largest financial institutions," yet they have had to "bear the burden" caused by the management errors. Despite shareholder losses, "the CEOs and directors of the failed companies … have largely been unscathed."
Buffett proposes that "the behavior of the CEOs and the directors needs to be changed," and they way to do that he suggests is to ensure that if "institutions and the country are harmed by their recklessness," then "they should pay a heavy price – one not reimbursable by the companies they’ve damaged or by insurance." Senior managers have long enjoyed "oversized financial carrots," now their employment arrangements should now include "meaningful sticks."
Buffett’s grumpy ruminations about board behavior don’t stop there; later in his letter, he returns to the boardroom context to discuss board functioning in the M&A context. He notes, based on his "more than fifty years of board membership," that directors often are "instructed" by "high-priced investment bankers (are there any other kind?)" on the value of a proposed acquisition target. But "never" has he heard investment bankers "or management!" discuss the "true value of what is being given" for the acquisition when company stock is being used to finance the acquisition.
Buffett proposes, as the only way to get "a rational and balanced discussion," that directors hire a "second advisor to make the case against the proposed acquisition," with the advisor’s fee "contingent on the deal not going through." He concludes with an observation about the way deal advisors typically function by the aphorism "Don’t ask the barber whether you need a haircut."
Buffett on Berkshire’s Investments
Overall, Buffett’s letter is upbeat, as might be expected in a year in which his company’s net worth rose $21.8 billion and income rose 61 percent to $8.06 billion. (This after the company reported in 2008 its worst results ever, due to the effects of the global financial crisis.)
Buffett is particularly chipper in talking about the performance of the company’s investments. He notes that the company has "put a lot of money to work during the chaos of the last two years," adding that its been an ideal period for investors" because "a climate of fear is their best friend."
The tale of Berkshire’s recent cash deployment is truly remarkable. The company entered 2008 with $44.3 billion in cash and cash equivalents, and during 2008 and 2009 the company retained an additional $17 billion in earnings. Nevertheless, by the end of 2009, the company’s cash pile was "down" to $30.6 billion (with $8 billion of that earmarked for the Burlington Northern acquisition) – implying a net cash outflow of $47.6 billion, or as much as $55.6 billion if the Burlington Northern obligation is taken into account.
Where has the cash gone? Well, in addition to the massive Burlington Northern deal and other items, the company invested an absolutely astonishing $22.1 billion in non-traded securities of just five companies: Dow Chemical, General Electric, Goldman Sachs, Swiss Re and Wrigley. Under the heading "that’s why he’s Buffett and you're not," it should be noted that these investments (which cost $22.1 billion) have a carrying value of $26 billion and also deliver an aggregate $2.1 billion annually in dividends and interest (or roughly 10% of cost annually, meaning the investments will pay for themselves in about 7.2 years).
Moreover, these massive purchases are far from the only investment successes on Buffett’s scorecard. Berkshire’s $232 million investment in 2008 in Chinese battery maker BYD Company is now worth $1.9 billion. Buffett also accumulated corporate and municipal bonds in 2009, which he called "ridiculously cheap." But, he wrote "I should have done far more. Big opportunities come infrequently. When it's raining gold, reach for a bucket, not a thimble."
Not all of Buffett’s financial moves have been funded out of cash; the company also sold some investments, including in particular its holdings in Conoco Phillips, Proctor & Gamble and Moody’s. Each of these investment sales is interesting in its own way.
In his 2008 letter, Buffett cited his mid-2008 purchase of ConocoPhillips as one the "dumb things" he had done during the year, referring specifically to the purchase as a "major mistake of commission" because he bought the shares at their peak. Berkshire’s P&G holdings were the result of P&G’s acquisition of Gillette, which had been a major Berkshire holding for many years prior to that. Buffett seemingly was less interested in holding the shares of the more diversified company.
The sale of the Moody’s shares is perhaps the most interesting move, as the company’s Moody’s position had been a prominent part of its portfolio for many years. Moody’s share price has plunged during the last couple of years as a result of controversies surrounding the company’s ratings of subprime-related investments. Buffett has plenty to say in his 2008 letter about the excesses that cause the subprime meltdown, but even then he omitted any mention of Moody’s. Perhaps his sale of the company’s shares, even if accomplished without comment or observation, is the most eloquent statement he could make. (As an aside, in April 2009, Moody’s downgraded Berkshire from its highest investment rating.)
Buffett on Berkshire’s Balance Sheet
Though Buffett says nothing about the company’s loss of its triple-A financial rating, he has a great deal to say (perhaps defensively?) about the company’s financial strength. He emphasizes that "we will always arrange our affairs so that any requirements for cash we may conceivably have will be dwarfed by our own liquidity."
He goes on to comment, somewhat triumphantly, that "when the financial system went into cardiac arrest in September 2008, Berkshire was a supplier of liquidity to the system, not a supplicant." adding that "at the very peak of the crisis we poured $15.5 billion into a business world that could otherwise look only to the federal government for help."
Buffett on Berkshire Shareholders
As I have previously noted (here) about Buffett’s essays to Berkshire shareholders, one of the not so subtle goals of his missives is to try to ensure that the company has the right kind of shareholder – that is, investors willing to take a long-term view and patient enough to await long-term results. Due to the Burlington Northern acquisition (and the split of the company’s B shares), Berkshire now has many new shareholders, and in his 2009 letter, Buffett is trying to school these new owners on what he hopes for from them
Buffett is very explicit that he wants to "build a compatible shareholder population." On that topic, Buffett sounds some themes that will be familiar to regular readers of Buffett’s letters. He warns his new shareholders that "investors who buy and sell on media analyst commentary are not for us." Rather, Buffett wants "partners who join us at Berkshire because they wish to make a long-term investment in a business they themselves understand."
Buffett on Berkshire’s Businesses
Much of the balance of Buffett’s letter is given over to a review of the operating companies’ performances. With a few exceptions (such as his lengthy exegesis of the systemic challenges facing mobile-home manufacturer Clayton Homes), most of his company-specific reviews are quite brief. Indeed, many Berkshire businesses are not even motioned in the letter. As Berkshire has enveloped more and more companies, the kind of meaningful review Buffett claims to want to provide investors has been increasingly more challenging.
Readers of this blog undoubtedly will be interested in Buffett’s review of Berkshire’s massive insurance businesses, which continue to perform magnificently, collectively producing over $1.5 billion in 2009 calendar year underwriting profit despite prevailing soft market pricing conditions. This continued underwriting profitability, even if not shared equally by all of Berkshire’s insurance competitors, virtually ensures that the soft market conditions will continue until either pricing collapses to the point where profit is simply no longer possible or some external event intervenes to overwhelm industry profitability.
Some may find Buffett’s harsh words about CEOs and corporate boards alarming. His suggestion that company officials should be held liable for the harm they have caused, without benefit of indemnity or insurance, will strike fear into the hearts of company officials everywhere. It is particularly noteworthy that his prescription for individual liability is not limited just to CEOs but expressly extends also to members of the company boards.
However, a careful reading of suggests that these remarks may represent less of a threat to corporate officialdom that might appear at first blush. For example, it is clear that his remarks refer to officials at companies whose woes have required a government bailout. His suggestion of direct personal liability without benefit of indemnity or insurance is made with reference to misconduct that causes harm both to "institutions and the country." So, before anybody hits the panic button, Buffett is not necessarily suggesting that indemnification and insurance are never appropriate for corporate officials, but perhaps only when the officials’ misconduct has necessitated a government bailout.
But just the same, Buffett’s comments that corporate officials (including, apparently members of boards of directors) should not have recourse to insurance undoubtedly will make some board members uneasy – not to mention how uncomfortable it makes those of us who make our living in the D&O insurance industry.
Buffett’s plan for building a shareholder base built on owners who buy into Berkshire’s long term philosophy is commendable. However, as Berkshire has grown, this aspiration may be less realistic. Buffett may want partners invested "in a business they themselves understand" but the reality is that Berkshire may have grown beyond the point where the typical investor can fully appreciate and understand its business.
The fact is that much of this year’s letter seems a mile wide and an inch deep – indeed, at one point, he simply lists the names of companies, without any further gloss or detail.
Buffett’s description of the results of Berkshire’s insurance businesses is a good illustration of the challenge facing Berkshire’s new shareholders. Buffett is lavish in his praise of Ajit Jain and his thirty person operation. Indeed, Buffett adds the humorous aside that if he, Berkshire Vice Chair Charlie Munger and Ajit were in a sinking boat, "and you can save one of us, swim to Ajit."
But as for what Ajit’s 30 person team does to produce hundreds of millions of dollars of profit, shareholders are left with cryptic comments like this statement: "During 2009, he negotiated a life insurance contract that could produce $50 billion in premium for us over the next 50 or so years." Seems kind of important, but as for what kind of risks or uncertainties it involves, Buffett has little to say, because he has already moved on to the next topic.
The next topic, in fact, is another Berkshire insurance business, Gen Re, which prior to the Burlington Northern acquisition was Buffett’s largest ever acquisition and Berkshire’s largest operating division. Buffett spares only 125 words for Gen Re, 48 of which are actually about Gen Re’s European subsidiary Cologne Re.
Buffett also has relatively little to say about Berkshire’s derivatives exposures, other than to defend these complex transactions that cause Berkshire’s reported results to swing by billions from quarter to quarter. I hope that those of us who can recall that Buffett himself called derivative contracts "weapons of financial mass destruction" can be forgiven for feeling less than entirely comfortable with Buffett’s hasty sketch of Berkshire’s derivatives exposure.
Buffett says that "Charlie and I avoid businesses whose futures we can’t evaluate." Some of Buffett’s shareholders may wonder how in the world they are supposed to evaluate the future of a company that is entering massive, complex multi-decade financial commitments but whose leadership will be in place for only a few more years. Despite all of Buffett’s earnest attempts to educate Berkshire’s owners, current and prospective investors may simply have to take it on faith – which certainly does shine a harsh spotlight on that unanswered leadership succession issue.
But for all of that, the annual letter is not a disappointment. It continues to be worth waiting for. Buffett did manage to work in the zingers about corporate responsibility. And he even slipped in some of his signature humor. My personal favorite in this year’s letter is his remark, made as a demonstration of Prussian mathematician Jacobi’s inversion principles, that if you "sing a country song in reverse … you will quickly recover your car, house and wife." He ends his letter, with its extensive discussion of the Burlington Northern acquisition, with a postscript suggesting that visitors attending the May shareholders meeting should "come by rail."
On February 28, 2009, Berkshire Hathaway released (here) the annual letter of its Chairman Warren Buffett, to the company’s shareholders. Like prior editions, this year’s letter contains homey and often humorous aphorisms and thought-provoking observations both about Berkshire and about the business economy as a whole. But, consistent with the fact that 2008 was Berkshire’s worst year ever, this year’s letter is much denser than prior years’ and -- along with Buffett’s usual tone of self-deprecation – reflects some occasional and uncharacteristic notes of defensiveness. There is at least one rather noteworthy omission from the letter as well. (Full disclosure: I own BRK.B shares, although not nearly as many as I wish I did.)
The Letter's Major Themes
The Global Economy: The letter opens with a sober appraisal of the "debilitating spiral" into which the global economy slipped during 2008. Buffett observes that these dire circumstances produced unprecedented governmental action, steps that were "essential" if the "financial system was to avoid total breakdown." But these "massive actions," while necessary, will "almost certainly bring on unwelcome aftereffects," including an "onslaught of inflation."
Buffett also expressed his concern that "the economy will be in shambles throughout 2009, and, for that matter, probably well beyond." However, in contrast to this gloomy shorter term view, Buffett’s long view is optimistic. He notes that "our country has faced far worse travails in the past," but that "without fail we’ve overcome them." Buffett asserts that "America’s best days lie ahead."
Berkshire’s Investment Performance: But even if the longer term view is bright, the immediate picture isn’t pretty. Berkshire’s 2008 results were its worst ever. On the other hand, the company’s results were considerably better than those of the S&P 500 companies. For example, Berkshire’s book value per share declined by 9.6% in 2008, while the S&P stock index fell 37% last year, including dividends.
The overall value of Berkshire’s investment portfolio fell 13.89%, form $90,343 per share to $77,793 per share. Nineteen of top 20 stakes in Berkshire’s U.S. stock portfolio declined last year.
Contributing to this investment decline were some "dumb things" Buffett did in managing Berkshire’s investments, including a "major mistake of commission" involving a major acquisition of ConocoPhillips stock when oil prices were near their peak. Buffett comments in the letter that "the terrible timing of my purchase has cost Berkshire several billion dollars." Buffett also noted his poor timing in spending $244 million to invest in two Irish banks that have since declined 89% in value.
Berkshire’s Derivatives Portfolio: Nearly a quarter of the shareholders’ letter is given over to Buffett’s defense of Berkshire’s derivatives portfolio. Greater detail regarding the portfolio was not only requested by regulators, but it was perhaps obligatory in any event, in part because of Buffett’s own long standing criticism of derivatives as "financial weapons of mass destruction," but also because of what the derivative investments did to Berkshire’s reported 2008 financial results.
The company’s share price has declined over 40% in the past year largely due to concerns about the company’s exposures to derivatives. The company’s fourth quarter net income fell 96 percent to $117 million from $2.95 billion in the prior year’s final quarter. The decline is primarily the result of mark to market losses on long-term derivative investments in Berkshire’s portfolio.
But while detailed disclosure of Berkshire’s derivative portfolio may have been mandatory, Buffett seems rather grumpy about it. Indeed, at virtually the same time Buffett lays out the company’s derivative investments, he mutters some rather disparaging remarks about the futility of increased "transparency" requirements for "describing and measuring the risk of a huge and complex portfolio of derivatives."
In case some readers might conclude that Berkshire itself has a huge and complex portfolio of derivatives (and, in my view, that is the only conclusion that anyone acquainted with the facts, even as presented by Buffett, reasonably could reach), Buffett strains to try to differentiate Berkshire’s portfolio. Not only were Berkshire’s derivative contracts "mispriced at inception," but also, by contrast to many similar arrangements, Berkshire "always holds the money." Moreover, only "a small percentage of our contracts call for posting of collateral," and even under last year’s chaotic conditions," Berkshire had to post less than 1% of its securities portfolio."
So, I guess the message is, don’t be alarmed by those massive, multi-billion dollar "mark to market" write-downs -- everything is fine. My own view is that Buffett was much more persuasive before when he was decrying derivaties as "financial weapons of mass destruction."
The Subprime Debacle: Buffett’s letter also contains a separate homily about the experience of Berkshire’s mobile home subsidiary, Clayton Homes, whose recent performance is, in Buffett’s retelling, a sort of morality tale against which to compare the events that up to the subprime meltdown.
Though they are people of "modest incomes and far-from-great credit scores," Clayton’s mobile home buyers have much lower default and foreclosure rates that those of many similar residential borrowers because "they took a mortgage with the intention of paying it off, whatever the course of home prices." The mobile home buyers didn’t "count on making loan payments by refinancing" and they weren’t seduced by "teaser rates."
Buffett observes that foreclosures don’t happen because housing prices decline, but because borrowers "can’t pay the monthly payment they agreed to pay." The home purchased "ought to fit the income of the purchaser." And, Buffett adds, homeowners who have "made a meaningful down payment – derived from savings and not from other borrowing – seldom walk away from a primary residence."
Buffett concludes with the observation that "putting people into homes, though a desirable goal, shouldn’t be our country’s primary objective." However, keeping them in their homes "should be the ambition."
Tax- Exempt Bond Insurance: Buffett also takes considerable pains to describe Berkshire’s move into tax-exempt bond insurance, and how the financial troubles of the traditional monoline bond insurers allowed Berkshire an opportunity to reap outsized premiums for "second-to-pay" insurance (triggered if the primary monoline carrier defaults).
Though unabashedly gleeful in describing this opportunity and how it came about, Buffett also gravely notes that it is "far from a sure thing that this insurance ultimately will be profitable for us." He notes that while municipal debt historically has enjoyed an essentially default free record, the future could be far different, and indeed, the very presence of Berkshire insurance could itself trigger a higher rate of defaults. Buffett also notes that defaults could be correlated. In short, insuring tax exempts "has the look today of a dangerous business."
Some Interesting Sub-topics
In addition to the major themes, there are also of narrower message salted throughout the letter. Some of these, although barely mentioned, are among the letter’s more interesting details.
For example, I was interested to note that as a result of Berkshire’s unsuccessful bid to acquire Constellation Energy, Berkshire not only received a break-up fee of $175 million but also reaped an investment gain on the Constellation shares it did acquire of $ 917 million. I supposed Berkshire could hardly be described under these circumstances as a "disappointed bidder." (The details of the transaction are briefly summarized here.)
Buffett also tucks into the letter a brief commentary of how the swing of the risk-tolerance pendulum had resulted in the "U.S. Treasury bond bubble of late 2008," which could be regarded as "almost equally extraordinary" as the "Internet bubble of the late 1990s and the housing bubble of the early 2000s." Buffett predicts that clinging to cash equivalents or government bonds will almost certainly be "a terrible policy of continued too long," if for no other reason that inflation alone will "erode purchasing power."
There are also a couple of separate notes in the letter about Berkshire’s apparent growing commitment to green energy. In his description of Berkshire’s utilities businesses, Buffett describes the utilities businesses’ growing wind power output. And in his description of the upcoming Berkshire shareholders’ meeting, he notes that among the exhibits at the meeting will be a "new plug-in car developed by BYD, an amazing Chinese company in which we own a 10% interest."
While this year’s letter rewards careful reading just as much as prior years’ letters, and though this year’s letter arguably contains even more that customary detail, there are nonetheless some critical omissions.
First and foremost, the letter is silent about the criminal fraud convictions during the past year of the former CEO and former CFO of the Berkshire’s largest subsidiary, General Re, for misconduct committed while General Re was a part of the Berkshire group. For details regarding the convictions, refer here and here. (Full disclosure: for several years, I was employed by a General Re subsidiary.)
At one level, this omission may be understandable given questions some have asked about Buffett’s own possible involvement in the events at the heart of the prosecution. But given these criminal convictions, the letter’s happy talk about General RE’s 2008 annual results – including Buffett’s euphemistic reference to the fact that the subsidiary’s successor CEO also "stepped down" during the past year, without any reference to the reasons for the successor CEO’s other than purely voluntary departure – rings hollow, or at least lacking in context.
There is an ironic contrast between this rather obvious omission and the withering tone Buffett employs later in his letter to describe the June 15, 2003 OFHEO letter and report that "were delivered nine days after the CEO and CFO of Freddie had resigned in disgrace and the COO had been fired." Some might call it hypocritical on the one hand for Buffett to disparage OFHEO’s letter for its failure to mention the Freddie Mac officials’ departures while at the same time himself omitting even to acknowledge the criminal convictions of the two most senior officials of his company’s largest subsidiary.
In addition, while Buffett was characteristically direct in acknowledging the mistaken timing of his ConocoPhillips investment, I think it is worth noting that the ConocoPhillips and Irish Bank investments were far from the only recent Berkshire investments that may have been ill-timed.
Looking at Berkshire’s largest stock holdings, it appears that many of Berkshire’s most recent investments are faring poorly. In particular, the recent investments in Swiss Re (down 85% the past year), on which Buffett recently doubled down, raises certain questions.
For that matter, some of Buffett’s longer term investments have also declined beyond market wide averages, including in particular American Express (down 71% in the past year) and Moody’s (down 53% in the past year).
Of course, times are tough throughout the financial arena, and not even Berkshire is immune from the current overwhelming financial downdraft. Among many interesting points Buffett makes in his letter is his observation that 75% of the time during Berkshire’s 44-year history, the S&P 500 has recorded an annual gain, adding that he guesses "a roughly similar percentage of years will be positive in the next 44."
We can all, even those who may not own Berkshire shares, hope that Buffett is right about the prospects for future positive results.
A Final Note: My review of Alice Schroeder’s recent biography of Buffett, "The Snowball," can be found here.
When asked at the October 7, 2008 presidential debate whom he would appoint as his Treasury Secretary, John McCain commented that "it’s going to have to be someone that inspires trust and confidence." The first specific name McCain mentioned was that of Warren Buffett, someone, as McCain noted, that has "already weighed in and helped stabilize some of the difficulties in the markets."
In some ways, it is no surprise that McCain mentioned Buffett (notwithstanding the fact that Buffett has – as McCain duly noted – publicly supported Barrack Obama), given Buffett’s prominence and reputation. And in view of Buffett’s wealth and well-known business approach, it is unsurprising that once again Buffett is in the position to offer financial aid to troubled companies.
But while Buffett’s mention as a potential Treasury Secretary in a time of turmoil might now be unsurprising, it is worth reflecting that there is nothing about the way Buffett achieved his wealth, prominence or reputation that was inevitable. The remarkable story of how Buffett achieved this level of respect while he accumulated his vast fortune is compellingly told in Alice Schroeder’s splendid new biography, The Snowball: Warren Buffett and the Business of Life.
While numerous prior authors have attempted to detail Buffett’s life, none had the benefit of direct access to Buffett himself, as well as to his blessing to contact his family and friends, as Schroeder did. In addition, because Schroeder spent five years between 2003 and 2008 gathering material and writing her book, she wound up as a percipient witness to many of the critical events of the most recent years of Buffett’s life.
What emerges is more literary than a mere business biography. Indeed, prospective readers should probably be forewarned that this book is not devoted to the minute exploration of Buffett’s investment philosophy or his approach to investment decisions. Readers particularly interested in that aspect of Buffett’s story would do better to read Roger Lowenstein’s excellent 1995 Buffet biography, entitled Buffett: The Making of an American Capitalist.
Readers who want to understand the development and character of a man who has come to embody trust and integrity at a time when those qualities are sorely lacking (particularly in the financial marketplace) will find Schroeder’s book absorbing and instructive. The power of the book is its deep appreciation of the sweep of Buffett’s life, the role of so many of the key people he befriended along the way, and its respect for the way that events and experiences shaped and changed him.
For Buffett devotees such as myself (full disclosure: I own Berkshire Hathaway B shares, although not nearly as many as I wish I did), the book is full of rich anecdote and fascinating detail even with respect to events well told before. For example, the details of Buffett’s childhood have been well-chronicled, but no prior account of his life so thoroughly explores the significance of Buffett’s relationship with his parents, particularly his respect for his stock broker and congressman father and his fear of his tempestuous, unstable mother.
As a result of Schroeder’s access, her book also discloses numerous interesting details about Buffett’s early life, such as the fact that the current paragon shoplifted extensively from the Sears near his parents’ home while his father sat in Congress.
In an incident full of significance given recent events, Buffett, while a ten-year old on a visit to New York with his father, visited the offices of Goldman Sachs. Who could have foreseen the role he would come to play a half century later at a critical moment in the firm’s existence?
And the counterparty on Buffett’s first transaction while a brand new trader at Graham-Newman investment bank -- a complex arbitrage deal involving cocoa beans and cocoa bean futures -- was a shrewd investor named Jay Pritzker, whose family business, Marmon Corporation, Buffett would agree to buy in a multi-billion dollar transaction in late 2007 (refer here).
But even more significant than these details is the overarching theme that defines the book. This book is not so much about the way Buffett accumulated wealth as it is the way he accumulated friends and knowledge and insight. The friends enriched his life and contributed each in their own way to Buffett’s remarkable personal story. The roles that Ben Graham and Charlie Munger played have been noted elsewhere but the inside account of how Munger and Buffett met, became friends and began investing together is fully explored in this book. Schroeder’s access allowed her to describe how Buffett met and became friends with Bill Gates, and even more significantly the intellectual and philanthropic interests they share.
Schroeder’s emphasis on Buffett’s relationships, combined with her unfettered access and her obvious preoccupation with the topic, leads her to explore Buffett’s complex relationships with the women in his life. The book makes it clear that Buffett might well not have become who he is without the influence in his early adulthood of his late wife, Susie.
The book also explores Buffett’s relationships with other women, including his long-time friend Astrid Menks, with whom he lived for nearly 30 years while still married to Susie, and whom he married after Susie’s death; Kay Graham, the publisher of the Washington Post, with whom he had something more than a mere business partnership; and Sharon Osberg, his bridge partner and frequent companion. Undoubtedly due to her privileged status as authorized biographer, Schroeder is very elusive about the exact nature of Buffett’s relationship with these women, as well as Susie’s relationship with her long time friend and tennis coach (to whom Susie left $8 million in a secret and surprising codicil to her will).
Schroeder’s exploration of Buffett’s emotional life is perhaps at its most perceptive pitch in her analysis of the events surrounding the near collapse of Solomon Brothers in 1991. In the usual retelling of the tale, Buffett is portrayed as the gallant knight riding to the rescue, saving the company by the sheer strength of his integrity. Schroeder makes it clear that these events were for Buffett horrible and extremely challenging.
Buffett also found these events distressing, but not because he could have lost an enormous amount of money if the company failed. Rather, the events at Solomon filled him with dread and anxiety because the events could have cost him something even more precious – his reputation. In a particularly noteworthy detail about the episode, and one that says a great deal both about Buffett and about the culture of Wall Street, the book recounts that the senior managers at Solomon, whose jobs Buffett saved, sneered that "all he cares about is his reputation."
Notwithstanding her privileged access, Schroeder does not by any means avoid identifying Buffett’s shortcomings. Indeed, he comes across in many ways as a stunted person, someone whose world view is so limited that no matter how important the occasion or the requirements of decorum, he cannot bring himself to eat anything but a hamburger and French fries. His perspective is so narrow that he never noticed that the walls of the guest bedroom at Kay Graham’s house, where he stayed many times, were lined with original Picassos. He also comes off as almost childlike in his extremely squeamish inability to tolerate any discussion of someone’s medical issues or other topics he found uncomfortable.
Buffett was forced to confront many of these issues during Susie’s final illness and death. Because Schroeder was present during many of the events surrounding Susie’s death, her description of these events take on a particularly novelistic quality. Her recounting of the events is interwoven with Buffett’s own description to Schroeder of his thoughts and reactions, feelings and emotions. The depiction of Susie’s death is moving and serves as a reminder that even great wealth is no protection against the most basic of human susceptibilities. Although we are reading about these events because of who Buffett is, it is their universal character that gives the description its power and depth.
It is through the characteristics such as this that the book gains its ultimate insight, which is that Buffett was not born as "Buffett" nor did he one day simply become "Buffett." Rather, Buffett has become who he is as his life has evolved, and he has been becoming Buffett and has continued to become Buffett all along the way. Consistent with the book’s metaphorical title, Buffett has accumulated many things, not just wealth, but friends, and even wisdom and insight.
While she admittedly had a worthy subject to begin with, Schroder has managed to do something remarkable. She has managed to take the story of one man’s accrual of enormous wealth, a feat that might seem base or even vulgar, and turned it into a tale worth pondering. Schroder’s book succeeds because she understands that what makes Buffett fundamentally interesting is not the mere fact of his wealth alone, but how he conducted himself both while he became wealthy and even after (perhaps especially after) his fortune was assured.
That said, this is not a perfect book. For one thing, at 838 pages (not counting endnotes and the index), it is way too long, arguably by as much as one third. By way of illustration, someone should have stopped Schroeder from reporting that Astrid had a pedicure at Canyon Ranch while Susie was recovering from surgery. And the book would have been improved without such details as the lengthy description of Susie’s visit to Bono’s Mediterranean villa. There are many other unnecessary details of the same kind.
I also think it is a flaw, and a surprising one too, that Schroeder does not fully discuss the history of Buffett’s investment in General Reinsurance Corporation. (Full disclosure: for several years, I was employed by a Gen Re subsidiary). Give Schroeder’s background as a PaineWebber securities analyst for the insurance industry, I expected her to have much more to say about the Gen Re transaction and the way it turned out, especially in light of the fact that it was and still is Buffett’s largest acquisition ever. In the book’s "Afterword" Schroeder explains that because of certain continuing legal issues involving Berkshire, and the possibility that she might be a witness, she does not feel entirely free to comment. But while this explanation makes the paucity of discussion of Gen Re understandable, the limited treatment of the topic does diminish the book.
Notwithstanding its flaws, I still enthusiastically recommend the book. The timing of the book’s arrival, coincident with all of the astonishing recent events in the financial markets, dramatically underscores the wisdom of so many of Buffett’s recurring messages. He may or may not be the right choice to be Treasury Secretary, but if his health lasts, he undoubtedly will play a significant role in many of the events to come as the financial crisis continues to unfold.
Regardless of how events play out, Buffett’s humor, wisdom and insight will provide useful guidance for years to come, and not just for investors, but for anyone who aspires to reach a goal and to do so with their integrity intact.
A Literary Afterword: The narrative sweep of Schroeder’s book and the inclusion of so many family, friends and personal details gives the book the air of a family saga, and in many ways the book has the makings of a great novel. This characteristic of the book brought to mind another great book about the conflicts of life and business within one family, Thomas Mann’s first novel, Buddenbrooks.
Though Buddenbrooks is set in a much different time and place (19th century Germany) and though it is much a much darker, fatalistic and negative book (its subtitle is "The Decline of a Family"), it nevertheless represents a sweeping retelling of the fortunes of one family and how business affect the lives of four generations.
Some might consider it more than a stretch to invoke Buddenbrooks in connection with Schroeder’s biography of Buffett. I certainly do not mean to suggest any comparison between Schroeder and Thomas Mann. But I do think the two books share a common goal. That is, both books aspire to draw moral lessons from the interaction of business and life within the context of a single family. The moral conclusions may differ significantly, but both books offer insight into the ways life can be lived, on the practical level where the business of life actually is conducted.
According to various news sources (here), Kansas Bankers Surety (KBS, about which refer here), a unit of Berkshire Hathaway, is exiting the business of privately insuring bank deposits beyond the $100,000 limit of the Federal Deposit Insurance Corporation. The September 10, 2008 Wall Street Journal reported (here) that the company is notifying about 1,500 banks in more than 30 states that it will no longer offer bank deposit guaranty bonds.
The part of this story that interests me (and, I am guessing, most other people, too) is the Journal’s statement that, according to sources, the order to stop insuring bank deposits came directly from Warren Buffett himself, although a spokesman for the company declined to comment on the report.
The Journal article also shed a little bit of light on what might have precipitated the decision. The article reports that KBS insured some deposits of Columbian Bank & Trust Company of Topeka, Kansas which failed on August 19, 2008 (about which refer here), which at the time of its failure had 610 accounts representing approximately $46 million potentially exceeding government insurance limits.
It is unclear from news reports what KBS’s exposure is in connection with the Columbian Bank failure. However, Columbian Bank is one of eleven banks to have failed already this year, and concerns about further failures loom. As the Journal article stated, the decision for KBS to withdraw from bank deposit guaranty bonds is "an indicator of how many in the industry are worried about future bank failures."
The prospect of future losses could have been a precipitating factor in KBS’s pullback. But I am guessing that Buffett himself needed little persuading to exit this business. He has a long-standing and very public antipathy for the banking business. As he wrote in one of his annual letters to Berkshire’s shareholders (here):
The banking business is no favorite of ours. When assets are twenty times equity - a common ratio in this industry - mistakes that involve only a small portion of assets can destroy a major portion of equity. And mistakes have been the rule rather than the exception at many major banks. Most have resulted from a managerial failing that we described last year when discussing the "institutional imperative:" the tendency of executives to mindlessly imitate the behavior of their peers, no matter how foolish it may be to do so. In their lending, many bankers played follow-the-leader with lemming-like zeal; now they are experiencing a lemming-like fate.
Some readers may wonder about these comments in light of Berkshire’s substantial investment in Wells Fargo. Specifically, as of December 31, 2007, Berkshire owned 303,407,068 Wells Fargo shares, representing 9.2% of the shares outstanding, at today’s price worth more than $10 billion. Buffett commented on his willingness to invest in Wells Fargo at the time he made his first significant investment in the company, notwithstanding his general antipathy for banks, citing the quality of Wells Fargo's management and its culture.
However, at the same time Buffett lauded Wells Fargo’s virtues, he also acknowledged its vulnerabilities:
Of course, ownership of a bank - or about any other business - is far from riskless. California banks face the specific risk of a major earthquake, which might wreak enough havoc on borrowers to in turn destroy the banks lending to them. A second risk is systemic - the possibility of a business contraction or financial panic so severe that it would endanger almost every highly-leveraged institution, no matter how intelligently run. Finally, the market's major fear of the moment is that West Coast real estate values will tumble because of overbuilding and deliver huge losses to banks that have financed the expansion. Because it is a leading real estate lender, Wells Fargo is thought to be particularly vulnerable.
Readers may be interested to know when Buffett wrote these statements. Both Buffett’s remarks about the lemming-like qualities of banking managers and the potential problems of systemic risk and overbuilding on the West Coast appeared in Buffett’s 1990 letter to Berkshire shareholders. Reading his 1990 remarks some eighteen years later does suggest that history seems destined to repeat, at least when it comes to banking. From the 1990 shareholders’ letter is also clear that part of the reason Buffett was willing to invest in Wells Fargo then was that, due to terrible banking results at the time, bank stocks were beaten down and Wells Fargo was a relative bargain.
There have been numerous reports that we are now facting the worst set of conditions for the banking industry since that prior period. Although Buffett was then able to make a favorable investment in Wells Fargo, he undoubtedly recalls what happened to others in the banking industry in the late 80’s and early 90’s. The current conditions are similar to those from which Buffett profited in the past. He undoubtedly has aspirations of repeating that performance this time around, but at the same time he has no interest in footing the bill for depositors’ losses in excess of FDIC insurance.
If Buffett thinks this movie looks like a remake of old familiar classic, his actions suggest that he is pretty sure he know what is going to happen in the next scene.
From the Archives: Buffett is not the only one who memory runs back to the earlier era of failed banks. Many of us oldsters in the D&O business earned our spurs during the S&L crisis and era of failed banks in the early 80s and 90s. If we are indeed headed into another period of significant bank failures, many of the themes from that earlier time may again be relevant, including some venerable D&O insurance coverage issues, as I noted on a recent post, here.
Back to the Future: Comparisons back to the earlier era of failed banks seems to be the order of the day. According to a September 11, 2008 press release (here) from Navigant Consulting, the subprime-related litigation filed in federal court in the last 18 months already exceeds the amount of litigation filed in the S&L crisis.
The press release states "the number of subprime-related cases filed in federal courts through the second quarter of 2008 has topped the 559 savings-and-loan (S&L) lawsuits of the early 1990s, until now viewed by many as the high-water mark in terms of litigation fallout from a major financial crisis."
The release specifically cites the "rising tide of bank failures" as one potential source from which future litigation could emerge.
The Navigant data is interesting, but it would be even more helpful if the company had specified how it collected its data and what it was "counting" as subprime litigation. I know from my own efforts to track the subprime securities litigation that deciding what to count and what to exclude is an extremely challenging task. It would enhance the Navigant reports if the company were to provide a little more specificity about exactly what the company’s "count" actually represents.
Special thanks to the several readers who sent me links about the Navigant report.
The Hits Just Keep on Coming: In my prior post (here) commenting on the government takeover of and litigation involving Fannie Mae, I noted that the company’s huge loss of market capitalization would translate to significant losses throughout the marketplace and that in the weeks and months ahead we would find out where those losses landed. Along those lines, Progressive Corp. today announced (here) a monthly loss for August 2008 of over $135 million, based on large part on the write-down of the company’s holdings in Fannie Mae and Freddie Mac securities.
The company reported that during August, its holdings of Fannie and Freddie preferred stock declined $271.4 million and its holdings of the two companies’ common stock declined $6.8 million. The company also reported that following the government’s recent takeover, its holdings in Fannie and Freddie preferred stock declined an additional $171.3 million, which loss will be reported in the company’s September monthly results.
For those keeping score at home, that means that the value of Progressive’s holdings in Fannie and Freddie’s preferred securities declined a total $442.7 million in August and September. Even for a company the size of Progressive (the company had YE 2007 assets of nearly $19 billion), that is significant.
Progressive is far from the only company that will be reporting these kinds of results in the weeks and months ahead. Indeed, and to bring this blog post full circle, I note in that regard that a September 11, 2008 CFO.com article entitled "Fannie-Freddie Bailout Losses Hit Banks" (here) reports that a number of banks have issued warnings about the hits they must take to their balance sheet because of Fannie and Freddie's collapse.
In May 2003, I was fortunate enough to to attend the Berkshire Hathaway annual meeting in Omaha, Nebraska. (Full disclosure: I attended the meeting because I was then and remain now a Berkshire shareholder.) While at the meeting I struck up a conversation with some other attendees, who turned out to be a group of doctors who had attended medical school together, and who now invest together, and who every year have a reunion of sorts at the Berkshire annual meeting.
There are many people like these investing docs who hang on Buffett’s every word, perhaps hoping to replicate in some small way Buffett’s phenomenal investing success. The good news is that it isn’t necessary to go to Omaha to get Buffett’s own words about his approach to investing and business, as all of his Berkshire shareholders’ letters from 1977 to 2007 can be found on the Berkshire website, here.
But while the shareholder letters are available online, they are presented chronologically and are not indexed. There is not even a search function on the website, so other than going through a lot of words written over a lot of years, it is very difficult to find what Buffett has written about, say, zero coupon bonds, and difficult to see how his views on any given topic have changed over the years.
The great news for Buffett devotees is that there is a terrific alternative to laboring through 30 years' worth of Buffett’s letters to Berkshire shareholders. George Washington University Law Professor Lawrence Cunningham has read through all of them for us, and has distilled 30 years’ worth of Buffett’s commentary into a thematically arranged, absolutely wonderful book entitled “The Essays of Warren Buffett: Lessons from Corporate America,” which was recently released in a second edition (here). Professor Cunningham has added a brief introductory essay and afterword, but otherwise the book consists of the essence of Buffett. (It does also include an excerpt from one of Berkshire Vice Chairman Charlie Munger’s Letter to Wes.co shareholders and an amusing parody written by Buffett’s mentor, Ben Graham.)
Cunningham has done a masterful job distilling Buffett’s writings and organizing them according to topic. This arrangement not only facilitates a quick reference to Buffett’s comments on any given topic, but it also provides insight into how Buffett’s views on the topic may have evolved over time.
One thing that clearly emerges from a sustained reading of Buffett’s writing is that he is not only interested in developing the right investments and the right assets, he also wants to have the right sort of owner. Indeed, the reason Buffett has written the letters over the years is to develop and maintain “rational owners”; in the 1988 shareholders' letter, Buffett makes this explicit when he says that “all of our policies and our communications are designed to attract the business-oriented long-term owner and to filter out possible buyers whose focus is short-term and market-oriented.” From his essays about stock splits and dividends, it is also clear that the reason Berkshire has never split its shares and does not pay dividends is because of Berkshire wants to “avoid policies that attract buyers with a short-term focus on our stock price.” He wants investors focused on business values, not the company’s short-term share prices, and while a stock split or dividend might increase trading in Berkshire shares, “a hyperactive stock market is the pickpocket of enterprise.”
Buffett’s writings about the kind of owners he wants also dovetails with his extensive writings about the kind of managers owners should want. He is particularly concerned about the widespread practice of announcing earnings targets, noting the “many instances in which CEOs engaged in uneconomic operating maneuvers so that they could meet earnings target they had announced.’ He also says that investors should
beware of companies displaying weak accounting. If a company still does not expense options, or if its pension assumptions are fanciful, watch out. When managements take the low road in aspects that are visible, it is likely they will are following a similar path behind the scenes. There is seldom just one cockroach in the kitchen.
He adds that “managers that always promise to ‘make the numbers’ will at some point be tempted to make up the numbers.”
This thematic arrangement of Buffett’s writings facilitates insight into the many ways his past experience unquestionably continues to inform his decision making. For example, we might well wonder about Buffett’s view on the current subprime crisis, but when you read his commentary from the late 80s about junk bonds and the Wall Street wizards who created them, you don’t have to wonder very much about what he might think about, say, CDOs backed by subprime mortgages. In his 1990 letter, Buffett wrote about junk bonds that “as usual, the Street’s enthusiasm for an idea was proportional not it its merit, but rather to the revenue it would produce.” Buffett also commented:
In the final chapter of The Intelligent Investor Ben Graham [wrote]:"Confronted with a challenge to distill the secret of sound investment into three words, we venture a motto, Margin of Safety.” Forty-Two years after reading that, I still think those are the right three words. The failure of investors to heed this simple message caused them staggering losses.
Buffett went on to write later:
The banking business is no favorite of ours. When assets are twenty times equity – a common ratio in this industry – mistakes that involve only a small portion of assets can destroy a major portion of equity. And mistakes have been the rule rather than the exception at many major banks. Most have resulted from a managerial failure we described last year when discussing the “institutional imperative:” the tendency of executives to mindlessly imitate the behavior of their peers, no matter how foolish it may be to do so.
Buffett’s prescience on the problems with derivates has already been the matter of commentary on this blog here.
Anyone who needs persuasion that Buffett truly is a financial master who has the added gift to be able to explain complicated things simply should review the segments of the book discussing zero coupon bonds and the difference between accounting goodwill and economic goodwill.
In addition to Buffett's business wisdom and the clarity of his prose style, the other thing that comes through in these essays is how funny Buffett is, and in that respect Cunningham is to be complimented for managing to capture within a volume devoted to Buffett’s business writings the basic humorousness of the shareholder letters. I’m sure everyone has their favorite Buffett humor stories, but mine include the story told in the 1986 letter about the tailor who went to see the Pope, whose friends asked him what the Pope is like. Buffett writes that “our hero wasted no words: ‘He’s a forty-four medium.’” Another favorite that also makes it into this collection is the story about the man who asked his vet what to do for his horse that limped sometimes but seemed fine at other times. Buffett states that “the vet’s reply was pointed: ‘No problem – when he’s walking fine, sell him.’”
Cunningham’s book also captures my own personal favorite, from the 1985 letter. I have actually quoted this story previously on this blog, but I like it so much, I am reproducing it again here:
An oil prospector, moving to his heavenly reward, was met by St. Peter with bad news. “You’re qualified for residence”, said St. Peter, “but, as you can see, the compound reserved for oil men is packed. There’s no way to squeeze you in.” After thinking a moment, the prospector asked if he might say just four words to the present occupants. That seemed harmless to St. Peter, so the prospector cupped his hands and yelled, “Oil discovered in hell.” Immediately the gate to the compound opened and all of the oil men marched out to head for the nether regions. Impressed, St. Peter invited the prospector to move in and make himself comfortable. The prospector paused. “No,” he said, “I think I’ll go along with the rest of the boys. There might be some truth to that rumor after all.”
In any compendium, there are necessarily going to be some omissions, and while Cunningham’s inclusions are comprehensive and the overall product deserving of praise, I think the volume would be even more complete were it to include selections from Buffett’s writing over the years about insurance. The insurance business has been the segment on which Buffett has concentrated the most, and his reasons for his focus on this industry convey a lot about his approach to investing and his understanding of how business cycles work. In particular, Buffett’s many comments about “float” and the insurance “cycle” convey a lot about what his overall approach to investing and business. Greater inclusion of his insurance writings would also provide greater context for Buffett’s comments about September 9/11, which is included in this volume.
This volume also excludes Buffett’s writing about his investment in Gen Re. This is a serious omission in my view. Gen Re was by far Buffett’s largest investment, and the company lost over $7 billion dollars in the early years that he owned it. Buffett’ trenchant comments about the losses represent a very public statement about what he learned from the experience, clearly one of the more significant of the losses he faced. His pointed comments about the reason for the losses underscore some of his most important business principles.
It is also a personal gripe that though this volume omits Buffett’s writings generally about insurance, somehow the book manages to include every single instance where Buffett has said that his company does not carry D&O insurance. I have always thought that these statements are dangerous for mere ordinary mortals. It is fine for Buffett and his billionaire board members to disdain D&O insurance, but persons of more ordinary means can ill afford to run the risk of uninsured board service. Every time I read Buffett’s comments about D&O insurance, I feel like they should include a warning that “Readers should be cautioned to recall that he is one of the wealthiest people on the planet and his personal net worth is greater than the policyholders' surplus of most insurance companies’; readers should not attempt this trick at home.”
While I think this volume of essays is a worthy introduction to Buffett’s views and business philosophy, a lot of the writing will lack context for many readers. To know why Buffett quotes Ben Graham, and what he means by it, it is really necessary to understand more about Buffett’s days in graduate school and his early days working for Graham. His comments about many of his investments, such as Capital Cities/ABC or Solomon Brothers, require a great deal of prequel and sequel in order to appreciate fully what Buffett is saying. So I would recommend as a companion to this volume of essays Roger Lowenstein’s excellent biography of Buffett (here). Even though Lowenstein’s book is now 13 years old, it still conveys a lot about how Buffett got there, which is of course what most people – like those investing docs who attend the Berkshire annual meeting every year – are interested in.
But these last quibbles with the content, such as they are, are minor. The book itself is quite an accomplishment; it is that rare business book that is worthwhile and entertaining and enjoyable to read.
Special thanks to Professor Cunningham for calling my attention to the book.
Warren Buffett’s annual letter to Berkshire Hathaway shareholders has become a capitalist cult classic, eagerly awaited each year not only by Berkshire shareholders but also by a broader audience of readers keen to read Buffett’s observations about both his company and the larger business and economic environment. This year’s letter (here), issued after market close on February 29, 2008, does not disappoint, as it brims with commentary on a variety of matters, as well as about the performance of Berkshire itself. But to an unusual extent, this year’s letter may be as noteworthy for what it omits as for what it includes, as I discuss further below. (Full disclosure: I own BRK.B shares, although not nearly as many as I wish I did.)
Buffett’s letter is of course a part of the Berkshire 2007 annual report, and the letter does contain quite a few interesting nuggets about Berkshire. Even though Buffett seemingly goes out of his way to detail his past investing errors (particularly emphasizing his failed Dexter Shoes investment as well as his failure to buy a Dallas TV station), the overall effect is to reinforce Buffett’s astonishing investing success. For example, after documenting his lapses at length, he almost parenthetically mentions the company’s 2007 sale of its 1.3% interest in PetroChina, acquired during 2002 and 2003 for $488 million, for which Berkshire received $4 billion – a staggering 820% gain in approximately five years.
On the other hand, Buffett’s letter also emphasizes that although Berkshire’s insurance businesses had another “excellent year” in 2007 (producing underwriting profit of $3.37 billion, on top of $3.8 billion in 2006), it is “a certainty that insurance industry profit margins, including ours, will fall significantly in 2008.” Buffett’s bases for this conclusion are that “prices are down and exposures inexorably rise.” If natural catastrophes occur, “results could be far worse.” Buffett warns Berkshire’s shareholders “to be prepared for lower insurance earnings during the next few years.”
Buffett also provides a detailed explanation of Berkshire’s growing derivatives exposure. The existence of these contracts in Berkshire’s portfolio may strike some as contradictory, as Buffett has for years railed against derivatives as, among other things, “financial weapons of mass destruction” (as he called them in his 2002 shareholders’ letter). He has bemoaned for years the losses Berkshire sustained in winding down Gen Re Securities derivatives operation (on which Buffett reported in his 2006 letter that Berkshire had sustained a cumulative pre-tax loss of $409 million).
Buffett nevertheless reports in this year’s letter that Berkshire had entered a total of 94 derivative contracts (up from 62 in 2006), apparently in the form of credit default swaps and futures put options on four stock indices. (The stock indices put represents a bet that these indices will close at far-forward dates at levels above where they stood when Berkshire entered the contracts.) While Buffett’s willingness to enter these contracts seems surprising given his long-standing and often-expressed hostility to derivatives generally, he emphasizes that with respect to each of the contracts, Berkshire is holding the cash – which means not only that Berkshire has no counterparty risk, but also that Berkshire has the opportunity to earn investment income in the interim. It is also important to contrast Berkshire’s current portfolio of 94 derivative contracts with the 23,318 contracts that were formerly held by Gen Re Securities.
Buffett does warn that the mark-to-market accounting required on the derivative contracts “will sometimes cause large swings in reported earnings.” Buffett compares this exposure to Berkshire’s catastrophe insurance exposure and Berkshire’s long-standing willingness to “trade volatility in reported earnings in the short run for greater gains in net worth in the long run.” I have more to say below about Buffett’s comparison between the derivatives portfolio and Berkshire’s catastrophe reinsurance business.
Buffett’s commentaries about Berkshire’s performance are interesting, but Buffett’s letters are valued for far more than their observations on Berkshire’s own performance. Most readers scour Buffett’s letters for his discourse on larger topics, and his most recent letter has much to offer in that regard. In this year’s letter, Buffett returns to some of his familiar themes and also launches into some new topics.
The first familiar theme Buffett sounds relates to problems in the residential mortgage sector. Buffett commented on this topic in last year’s letter, where he decried “weakened lending practices” and mortgage loan structures that subjected borrowers to potentially escalating repayment obligations. In this year’s letter, Buffett has a “told-you-so” tone when he references the “staggering problems” that “major financial institutions” have recently experienced. He comments that “our country is experiencing widespread pain” because of the “erroneous belief” that “house price appreciation” would “cure all problems.” Buffett notes that
As house prices fall, a huge amount of financial folly is being exposed. You only learn who has been swimming naked when the tide does out – and what we are witnessing at some of our largest financial institutions is an ugly sight.
Another recurring theme Buffett revisits in this year’s letter is the U.S. trade deficit and its impact on the dollar’s valuation. In last year’s letter, while reporting on Berkshire’s direct foreign exchange gains, he bemoaned the U.S.’s transformation into a net debtor country as a result of which the country is now shipping “tribute” overseas in the form of an interest income burden that finances what he called U.S. “over-consumption.” Buffett returns to this topic in this year’s letter, specifically commenting on how these circumstances have led to the emergence of sovereign wealth funds:
There has been much talk recently of sovereign wealth funds and how they are buying large pieces of American businesses. This is our doing, not some nefarious plot of foreign governments. Our trade equation guarantees massive foreign investment in the U.S. When we force-feed $2 billion daily to the rest of the world, they must invest in something here. Why should we complain when they choose stocks over bonds?
In last year’s letter, Buffett did note that Berkshire had “come close to eliminating our direct foreign exchange position,” on which Berkshire had earned roughly $2.2 billion between 2002 and 2006 in investments in 14 different currencies. In this year’s letter, Buffett notes that in 2007 Berkshire had only one direct currency position, in the Brazilian real. Buffett also noted that Berkshire had invested in bonds denominated in currencies other than dollars, citing as a specific example euro-denominated Amazon.com bonds Berkshire purchased in 2002 for $162 million, that were redeemed in 2007 for $253 million (having paid 6 7/8 % interest in the interim).
Yet, Buffett emphasizes, Berkshire’s assets “will always be concentrated in the U.S.,” citing as justification “America’s rule of law, market-responsive economic system, and belief in meritocracy,” which Buffett contends, “are almost certain to produce ever-growing prosperity for its citizens.”
One standard feature of Buffett’s annual letter is a penultimate portion in which he skewers some particular foible of the financial scene. Last year, Buffett targeted the “2-and-20 crowd” of hedge fund “helpers” whose fees enrich themselves at their clients’ expense. This year, in a section of the letter captioned “Fanciful Figures – How Public Companies Juice Earning,” Buffett targets “the investment return assumption a company uses in calculating pension expense.”
Buffett notes that the 2006 average assumed pension return among the 363 S & P companies that have pensions is 8%. Buffett compares this assumed 8% return to the 5.3% average annual increase in the Dow Jones average during the 20th century. In order for the Dow Jones average to continue to grow at just a continued 5.3% annual rate in the 21st century, the Dow Jones average would have to close at 2,000,000 on December 31, 2099. And the companies that are projecting a 10% return “are implicitly forecasting a level of about 24,000,000 on the Dow by 2100.” Buffett characterizes the “helpers” who make these kinds of assumptions as “direct descendants of the Queen in Alice in Wonderland” who has “believed as many as six impossible things before breakfast.”
The reason for these high investment return assumptions, Buffett notes, “is no puzzle,” as they allow CEOS to “report higher earnings,” securing the knowledge that “the chickens won’t come home to roost until long after they retire.”
Having disparaged corporate pension fund accounting, Buffett then moves on to “public pension promises” for which “funding is woefully inadequate.” The “fuse on this time bomb is long,” but the promises that politicians find so easy to make “will be anything but easy to keep.”
Buffett’s annual letter is always entertaining and informative, and this year’s letter is no exception. But it strikes me that there are omissions from this year’s letter, some of which seem to me to be particularly conspicuous.
First, Buffett’s letter makes absolutely no reference to the recent “finite reinsurance” criminal trial that resulted in guilty verdicts against four former Gen Re officials (as well as one former AIG officer). Buffett’s silence on this matter is at one level understandable, as his name did arise in trial testimony, and as news reports suggest (here) that the criminal investigation is continuing. But given the fact that the former CEO and former CFO of Berkshire’s largest subsidiary were found guilty of criminal wrongdoing, Buffett’s lack of any reference to the verdicts (even to say that he could not comment) seems like a significant omission.
Buffett did implicitly draw a seeming contrast between prior Gen Re management (the ones on trial) and current Gen Re management; Buffett said that current management is doing “first-class business in a first-class way” despite “costly and time consuming legacy problems.” Buffett also commented that he learned to his regret that when he acquired Gen Re in 1998, it was no longer the “Tiffany of reinsurers” as it had been previously. Buffett made similar comments in the 2001 and 2002 Berkshire annual reports. (Full disclosure: I was for ten years an employee of a Gen Re operating subsidiary, and for that reason I feel obliged to forebear from any further commentary on these circumstances.)
Second, other than commenting on the mortgage lending industry’s lamentable shortcomings, Buffett provides no further commentary on the subprime crisis. Other insurers reporting their earnings in recent weeks have felt compelled to address both their potential insurance loss exposure to subprime-related liabilities and their companies’ investment portfolio vulnerability to subprime investment losses. On the one hand, Buffett’s credibility is such that if Berkshire had significant exposure in these areas, we would all expect him to have said something about it. On the other hand, given the prominence of these issues, it does not seem too much to have expected him to address these issues, and, again, his failure to comment on these topics seems like an omission.
Third, and related to the topic of subprime, Buffett’s letter makes no reference to Berkshire’s recent high profile entry into the municipal bond insurance business, in the wake of turmoil involving the traditional monoline insurers. While we may perhaps look forward to reading about this development in next year’s letter, this initiative did unfold in late 2007, and I would have expected some commentary about it in this year’s letter, especially given the high profile nature of the move.
But while Buffett did not mention Berkshire’s move into municipal bond insurance, his commentary on the problems public pension funds may face does put Berkshire’s move into providing municipalities with default guarantee protection in an interesting perspective. As Floyd Norris of the New York Times observes on his blog, Notions on High and Low Finance (here), “Why, you might wonder, would Mr. Buffett want to put Berkshire Hathaway into the business of insuring municipal bonds issued by such governments?”
One final apparent omission from Buffett’s letter is that he does not mention Berkshire’s recent acquisition of 3% interest in Swiss Re, or Berkshire’s agreement to assume 20% of Swiss Re’s property and casualty reinsurance business for the next five years. (Refer here for background on these transactions.) On the one hand, the Swiss Re transactions represent 2008 business, and so I suppose we should just be patient and wait until next year’s letter to see what Buffett says about the transactions. But the particular reason that Buffett arguably ought to have discussed the Swiss Re transactions, and in particular the timing of the Swiss Re transactions, is his commentary in this year’s letter about the likely future prospects of the insurance industry. I agree with Buffett that we should all “be prepared for lower insurance earnings over the next few years.” Given these prospects, the timing of the Swiss Re transactions cries out for further explanation.
A Final Observation: Perhaps others might be unwilling to find any relation between the two companies’ respective positions, but I find Berkshire’s increased derivatives exposure somewhat disconcerting in light of AIG’s recent $11.2 billion mark-to-market derivatives portfolio write-down. It may also fairly be argued that Berkshire’s volatility exposure is much smaller than is AIG’s. But after years of Buffett’s lectures about the evils of derivatives, Berkshire’s growing derivatives exposure seem incongruous.
Questions may also be raised about the appropriateness of the analogy Buffett draws between Berkshire’s volatility exposure as a catastrophe reinsurer and the potential volatility from Berkshire’s growing derivatives portfolio. The Wall Street Journal’s March 1, 2008 Breaking Views column (here) put its finger precisely on the problem in its commentary on AIG’s write-down, by pointing out that logical shortcoming of insurers’ putative qualifications to assess and accept risk from these financial instruments:
Insurers say they are experts at managing just this sort of high-severity, low-probability risk. They argue that insuring against floods, hurricanes, and earthquakes has given them peerless expertise in managing it.
But since there’s no market in acts of nature, insuring against them can’t lead to massive mark-to-market write-downs, as financial exposures can. And there’s a big difference between acts of nature, which can be modeled statistically, and the behavior of complex structured-finance instruments packed with assets that have little historical performance data, which frequently confounds statisticians.
The Journal column ends with the observation that “AIG isn’t alone in falling for this false analogy.”
To be sure, Buffett did not claim that Berkshire’s expertise in underwriting catastrophe reinsurance qualified the company to underwrite derivatives, only that Berkshire’s willingness to accept the volatile results of catastrophe reinsurance was comparable to its willingness to accept volatile impacts from its derivatives portfolio, in exchange for the long run net worth benefits.
It is now a well-established part of the mythology of American capitalism that Warren Buffett still lives in the same modest brick colonial in Omaha, pictured above, that he bought in 1958 for $31,000. (According to Forbes magazine's annual survey of billionaires' houses, here, Buffett's home had a 2003 tax valuation of $700,000.) Intuitively, we believe that the relative modesty of Buffett's home tells us something about his values and priorities, just as we all probably make certain assumptions about the values and priorities of the occupants of the truly execrable miniature Versailles mansions that have sprouted in recent years on the far-flung fringes of most American cities --even Cleveland, for God's sake!
In one of the more interesting and entertaining articles I have read in a long time, Crocker Liu of the Arizona State University Business School and David Yermack of N.Y.U. Business School take a look at what else the size and valuation of CEOs' homes might tell us. In their March 2007 article entitled "Where Are The Shareholders' Mansions? CEOs' Home Purchases, Stock Sales, and Company Performance" (here), the authors' "central research question concerns the association between CEO real estate purchases and subsequent performance of their company."
The authors developed their hypotheses by questioning whether a CEO's home purchase more nearly indicates the CEO's commitment to their company and its community, or rather represents the CEO's "entrenchment," particularly if the CEO is unconcerned about liquidating their assets (especially their holdings in company shares) and investing in an expensive home so as to provide "a public signal about the executive's status and security."
In order to determine which hypothesis is accurate, the authors undertook some rather creative detective work to identify the homes of the CEOs of the S & P 500 companies (including, among other things, each home's location, size, valuation, date of acquisition, and method of financing). The authors ultimately were able to identify the homes of 488 of the CEOs, 164 of which the CEOs had acquired after taking office.
What the authors found out about the CEOs' homes is fascinating. The median CEOs' home is more than 5,600 square feet, and sits on over one and a quarter acres. The median 2006 market valuation of the CEOs' homes is $2.7 million (although this may be understated because some of the homes are sufficiently unique that there are no ready market valuations). 12% of CEOs' homes are on the waterfront, and 8.5% are on golf courses. The median distance from the office for CEOs' homes is 12.5 miles, but 16 of the CEOs live more than 1,000 miles from their company headquarters and another 16 live between 250 and 1,000 miles from their office.
With respect to the question about the correlation between the CEO's home purchase and company performance, the authors found that when a CEO buys a home, "future company performance is inversely related to the CEO's liquidation of company shares and options" to finance the transaction, even if the stock sales are small relative to the CEO's holdings. The authors also found that "future performance deteriorates when CEOs acquire extremely large or costly mansions or estates," regardless of the method of financing. The authors found a "significantly negative stock performance following the acquisition of very large homes by company CEOs," a negative trend that persists for several years after the home purchase.
The authors' assessment of this finding is that the CEO who purchases his or her home without selling shares is perhaps signaling their commitment to the company and expectation of future stock returns. The CEO who liquidates his or her shares to finance their home purchase , or buys a very expensive home, is signaling his or her perception of his or her status and security, and therefore the purchase represents a proxy for CEO "entrenchment."
The authors contend that these facts suggest an investment strategy, essentially shorting the shares of companies whose CEOs who acquire very large and expensive homes, but maintaining long positions on the companies whose CEOs acquired their homes without selling company shares. According to the authors, both ends of this strategy would substantially outperform the companies taken as a whole.
I find the authors' work intriguing, but I wonder whether the apparent link between the CEO's home valuation and corporate performance might not be a manifestation of what a former colleague of mine poetically calls "multicollinearity." That is, is the inverse correlation between CEO home valuation and corporate performance simply the quantification of another phenomenon - for example, the level of CEO compensation?
For the record, Buffett's home was not among the houses the authors studied, since Berkshire Hathaway inexplicably is not a part of the S & P 500. The authors' data set also does not include Bill Gates' $140 million, 66,000 square foot home, since he is no longer the CEO of Microsoft. Steve Ballmer's $8 million, 4,100 square foot home was included, however.
I am hoping that the authors' next article will compare the valuations of CEOs homes to those of the leading securities class action plaintiffs' lawyers. I suspect it would provide even more interesting analysis.
One of the Internet tools the authors used is the website, Zillow.com (here). If you have never visited the site, drop what you are doing immediately and go there. Just be prepared to spend the next few hours figuring out how much you neighbors', friends', and acquaintances' houses are valued for. Unless you really don't find things like that interesting at all. (Right...) Coincidentally, the April 4, 2007 Wall Street Journal reports (here, subscription required) that Zillow.com CEO Richard Barton is currently attempting to sell his Seattle home for $2.6 million (marked down from the intial asking price of of $3.475 million).
Special thanks to an alert reader (who prefers anonymity) for the link to the article.
Adults Only: When my oldest daughter was eight years old, she expressed an interest in reading The Hunchback of Notre Dame. (For reasons that no one who has actually read the book could possibly explain or understand, Disney had just released a childrens' cartoon movie based on the book.) I told her that I did not believe the book was appropriate for children. She of course asked why, and I told her that the book deals with "adult themes." She cocked her head at me and squinted her eyes and said, "You mean like real estate?"
For years, Warren Buffett's annual Letter to Berkshire Hathaway shareholders has been a trove of business insight and commercial wisdom, and this year's letter (here), released on March 1, 2007, is no exception. While the general focus of the letter is a year-end review of the various Berkshire businesses, Buffett still managed to work in some memorable observations about some larger topics. I review below several of his comments, as well as one substantial omission from the letter to shareholders. (Full dislosure: I own Berkshire shares, although not nearly as many as I wish I did.)
Executive Compensation: After noting that he has been on 19 corporate boards and that he sets the compensation for the CEOs of "around 40 significant operating businesses," he has nonetheless faced "ostracism" from the compensation committees of the boards on which he has served, perhaps because he takes a different view on executive compensation. His concern is that there is a pack mentality on executive compensation, driven by compensation consultants, which results in the following:
CEO perks at one company are quickly copied elsewhere. "All the other kids have one" may seem a thought too juvenile to use as a rationale in the boardroom. But consultants employ precisely this argument, phrased more elegantly of course, when they make recommendations to comp committees.
Buffett is not optimistic about changing these practices, either; he says that "irrational and excessive comp practices will not be materially changed by disclosure or by an independent comp committee." Buffett asserts that true comp reform will take place only "if the largest institutional shareholders...demand a fresh look at the whole system." Buffett is skeptical that the fresh look will never take place as long as compensation is engineered by comp consultants who are "deftly selecting 'peer' companies," a practice that will only "perpetuate present excesses."
Hedge Funds: Using the example of the wealthy, fictitious Gotrocks family, Buffett examines the way that an investment industry of "helpers" is diverting (rather than creating) wealth through imposition of outsized management fees and other costs. Buffett has particular contempt for the "2-and-20 crowd" that charges 2% of principal and 20% of profit, ensuring enormous fees to the "helper" but inferior returns to investors:
The inexorable math of this grotesque arrangement is certain to make the Gotrocks family poorer over time than it would have been had it never heard of these "hyper-helpers." Even so, the 2-and-20 action spreads. Its effects bring to mind the old adage: When someone with experience proposes a deal to someone with money, too often the fellow with money ends up with the experience, and the fellow with experience ends up with the money.
Dollar Weakness and U.S. Indebtedness: After reviewing the $2.2 billion profit Berkshire earned between 2002 and 2006 from its direct foreign-exchange position (i.e., Berkshire was long on foreign currencies), Buffett reviewed the reasons why Berkshire will continue to attempt to gain from foreign currency exposure, either from "the ownership of foreign equities or of U.S. stocks with major earnings abroad." Buffett expects to gain as the dollar continues to weaken, which he expects because of the massive level of U.S. imports that are not reciprocated by export sales - as a result of which "the U.S. has necessarily transferred ownership of its assets or IOUs to the rest of the world." The U.S. can do this because "we are an extraordinarily rich country that has behaved responsibly in the past." But Buffett believes that this imbalance and outflow of assets and wealth has its consequences, some of which are potentially very dangerous:
our citizens will also be forced every year to ship a significant portion of their current production abroad merely to service the cost of our huge debtor position. It won't be pleasant to work part of each day to pay for the over-consumption. of your ancestors. I believe that at some point in the future U.S. workers and voters will find this annual "tribute" so onerous that there will be a severe political backlash. How that will play out in markets is impossible to predict - but to expect a "soft landing" seems like wishful thinking.
PetroChina and Darfur: Consistent with Buffett's commitment going forward to foreign equities, Berkshire has a substantial investment in PetroChina, which is China's biggest producer of oil. According to his letter to shareholders, as of December 31, 2006, Berkshire owned 2.3 billion shares of PetroChina Class H shares (representing 1.3% of the company and making Berkshire the company's largest foreign shareholder), which have a cost basis of $488 million but a market value of $3.3 billion, or a current value of 670% of cost. (Buffett obviously has not lost his eye for a bargain.)
Interestingly, Buffett elected to say nothing in his letter to shareholders about Berkshire's investment in PetroChina, which has come under fire recently (refer here) for its 40 percent investment in a Sudanese oil venture. (The allegation is that the venture supports the Sudanese government, which is responsible for genocide in the Darfur region. Based on these concerns, Harvard and Yale, among others, have divested their shares in PetroChina.) Perhaps to avoid the necessity for Buffett to address this topic in his shareholder's letter, Berkshire released a statement (here) the week before the letter was published. Essentially, Berkshire's response is that it is not PetroChina, but PetroChina's controlling shareholder China National Petroleum Corporation (owned by the Chinese government) that has operations in Sudan. PetroChina itself does not, and the subsidiary can't control the parent.
A February 23. 2007 Salon.com column entitled "Warren Buffett Plays Dumb in Darfur" (here) criticizes Berkshire's response for ignoring the true relationship between PetroChina and CNPC - specifically, that the executive team for both companies consists of exactly the same individuals in the same functions with the same titles. The Salon.com article asserts that "to declare, as Berkshire does, that a subsidiary has no ability to control the policies of the parent, when the two entities are run by the exact same people, is an exercise in specious obfuscation."
The D & O Diary is in no position to judge the merits of the PetroChina dispute. But it has been my observation that commentators have been more hostile toward Buffett since he started his very public bet against the dollar a few years ago. As his investment approach has moved beyond foreign currencies to foreign equities and other foreign assets, media commentators, who idealized him for so long as the "Oracle of Omaha," are now likelier to demonize him. Buffett's strategy to go long on foreign assets because of his bearish views on the U.S. dollar will likely make him increasingly unpopular. Perhaps Buffett himself is experiencing his own form of "backlash" of the kind he anticipated in his shareholder's letter's comments about the fallout from U.S indebtedness. Unlike Buffett himself, many are unable (or unwilling) to regard his decision to invest in foreign assets as the neutral pursuit of superior investment returns. I suspect that going forward Buffett will find himself dogged by similar questions like those surrounding Berkshire's PetroChina investment.
Kevin M. LaCroix is an attorney and Executive Vice President, RT ProExec, a division of R-T Specialty, LLC. RT ProExec is an insurance intermediary focused exclusively on management liability issues. KevinMore...
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