Berkshire Hathaway
Berkshire Hathaway
Berkshire Hathaway
Joseph Calandro Jr is the t is well known that many acquisitions fail to deliver the future value anticipated at the
Enterprise Risk Manager of
a global insurance
company and a Finance
I time the deals are announced. There can be any number of reasons for M&A failures,
but two key ones likely pertain to:
professor at the University of B Practical limitations of popular valuation methodologies. For example, while Discounted
Connecticut (jtacalandro@ Cash Flow (DCF) valuation is straightforward in theory, it can be extremely difficult to
yahoo.com). apply, given the inherent difficulties of forecasting. Similarly, a valuation based on
Ranganna Dasari is a comparables analysis could be distorted if the businesses used for comparison have
Principal Consultant at been significantly overpriced.
Adaptik Corporation
(dasrang2001@
B Inadequate due diligence. Frequently, due diligence is divorced from the valuation
yahoo.com). Scott Lane is process, which often results in its being conducted simply to ‘‘get the deal done.’’
Associate Professor of In striking contrast to the problematic M&A track record of many firms, financier Warren
Accounting at the University Buffett, the Chairman and CEO of Berkshire Hathaway, has been a remarkably successful
of New Haven (slane@
acquirer. There can be many reasons for this contrast, but a key one is likely Buffett’s
newhaven.edu).
effective approach to valuation and pricing; in other words, Buffett generally does not
overpay for acquisitions[1]. As a student, Buffett received training in valuation at Columbia
University from the late Benjamin Graham and has practiced and developed Graham’s
techniques ever since.
This case shows the potential for utilizing the modern Graham and Dodd (G&D) valuation
approach in a corporate setting to improve the odds of successful M&A. G&D valuation
differs from other methodologies in that it addresses valuation through a unique construct,
the value continuum. This continuum not only focuses on assets and earnings, but also on
competitive advantage and growth. By evaluating these elements within an overall
framework the G&D method frequently produces more insightful valuations than other
methods. Furthermore, those valuations can be proactively utilized to effectively guide due
diligence.
To illustrate how modern G&D methodology works in practice, it is applied retrospectively to
Berkshire Hathaway’s 1995 acquisition of GEICO.
PAGE 34 j STRATEGY & LEADERSHIP j VOL. 35 NO. 6 2007, pp. 34-43, Q Emerald Group Publishing Limited, ISSN 1087-8572 DOI 10.1108/10878570710833741
‘‘ Warren Buffett, the Chairman and CEO of Berkshire Hathaway,
has been a remarkably successful acquirer . . . Buffett
generally does not overpay for acquisitions. ’’
bankruptcy. The cause of such poor performance was, primarily, the firm’s deviation from its
core strategy; in sum, GEICO insured drivers who were less than ‘‘safe’’ in the pursuit of
growth. In 1976, the firm took steps to reverse its fortunes by appointing turnaround expert
John J. Byrne Chief Executive Officer (CEO). Simply put, Byrne’s management both saved
GEICO and returned it to profitability.
After the turnaround was complete, Byrne left GEICO to pursue other opportunities, and in
1985 the firm appointed William B. Snyder as CEO. Snyder diversified GEICO into other lines
of insurance, and once again the firm’s move from its core was not profitable so its stock
price suffered. GEICO replaced Snyder with Olza ‘‘Tony’’ Nicely in 1993, and in 1995 the firm
completely returned to its core – selling automobile insurance to ‘‘safe’’ drivers – when it
sold its homeowners’ book of insurance business to Aetna, Inc.
On August 25, 1995 it was announced that Berkshire Hathaway was acquiring the 49.6
percent of GEICO it did not then own for $70/share (a total of $2.3 billion). That price
represented a 25.6 percent premium over the $55.75/share market price at the time, which is
an interesting statistic for the world’s foremost value-based investor (or someone known for
buying bargain assets).
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VOL. 35 NO. 6 2007 STRATEGY & LEADERSHIP PAGE 35
Earning Power Value
Earnings Power Value (EPV) adjusts income already earned by a firm to arrive at an estimate
that is sustainable into perpetuity. By ignoring growth, analytical focus can be directed to
core earnings power, which can be reconciled with NAV. In other words, an average
performing firm – or a firm simply returning its required rate – will generate an EPV that is
relatively equal to its NAV (absent error). This validation feature is another benefit of the G&D
approach.
See the detailed EPV calculations for GEICO presented in the section, ‘‘Earnings Power
Value’’ that produce an EPV of $2,323,684 (in thousands) or $69/share, which is
approximately equal to Berkshire’s $70/share investment price. However, as this value is
substantially greater than the $44.15/share NAV, the value of GEICO’s franchise must be
validated.
Franchise Value
A franchise is a firm operating with a sustainable competitive advantage thereby generating
economic profit. This profit is reflected in the valuation by a substantial spread between EPV
and NAV, which in this case equals $24:85=share ¼ $69EPV 2 $44:15NAV. As Bruce
Greenwald and Judd Kahn observed, competitive advantages are generally local in nature;
meaning, they are found in discrete regions or market segments[4]. GEICO’s focus on
insuring ‘‘safe’’ drivers can be considered an example of this. The firm’s strategy for
protecting its niche, and the economic profit it generates, is to be the insurance industry’s
low cost provider of personal lines of automobile insurance so it can profitably compete on
price at levels its competitors likely cannot match. This combination of a niche market focus
and industry leading cost control is a potent combination.
Having determined that GEICO was a firm operating with a competitive advantage, the next
step is to determine if that advantage is sustainable. A key consideration here is an
assessment of the quality of the firm’s management and their intention to exercise discipline
in defending and perpetuating their advantage over time. As GEICO’s history reflects, its
executives have a somewhat spotty record when it comes to competitive advantage
discipline. However, as Berkshire is acquiring the firm it can be reasonably assumed that
Warren Buffett would focus on its advantage to ensure the integrity of the franchise.
Additionally, we assume that GEICO’s 1995 CEO, Tony Nicely, is committed to both
protecting and perpetrating his firm’s advantage; in other words, he has no intention of trying
to grow GEICO beyond its extremely profitable niche.
As GEICO was a sustainable franchise in 1995 we turn to the final level of value along the
continuum, Growth Value.
Growth Value
Growth is the final and most intangible level of value, but it is nevertheless an important
variable to consider in the valuation process. This may come as a surprise to those who feel
that G&D valuation and growth-based valuation are polar opposites, but Buffett himself has
characterized the two approaches as ‘‘joined at the hip’’[5]. This is significant because thus
far our valuation has not yet identified a margin-of-safety for this acquisition; therefore, it
must lie within growth as it is the final level of value. The margin-of-safety is the G&D risk
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PAGE 36 STRATEGY & LEADERSHIP VOL. 35 NO. 6 2007
management mechanism and Buffett has repeatedly stressed his adherence to it[6]. Risk in
this context is defined as the possibility of paying a higher price for an asset than its intrinsic
value supports[7].
The G&D method estimates growth through the use of net asset and earnings power
variables. For example, the detailed Growth Value (GV) calculations for GEICO are
presented in the section ‘‘Growth Value.’’ They produce a GV of $3,588,388 (in thousands) or
$106.55/share. With this final level of value in place GEICO’s value continuum is illustrated in
Exhibit 1.
GEICO was acquired at $1 more than our EPV of $69/share; if the margin-of-safety
was based on a GV of $106.55/share in percentage terms it equals
52:5 percent ¼ ð$106:55=$70Þ 2 100 percent[8]. Therefore, despite the 25.6 percent
premium over the stock price at the time, the GEICO acquisition at $70/share was a
significant bargain, a genuine value-based acquisition.
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VOL. 35 NO. 6 2007 STRATEGY & LEADERSHIP PAGE 37
of which likely exceeds our GV of $106.55/share. In other words, GEICO’s growth has likely
created value far in excess of our estimated margin-of-safety.
G&D valuation could also be used to put growth into context, which is particularly important
in M&A as overpaying for potential growth has led to many acquisition failures. Given the
subjectivity of growth in general, and the intangibility of valuing it in particular, it is critical that
growth-based assumptions be validated as much as possible during the due diligence
process. For example, the growth initiatives that GEICO undertook after Berkshire acquired
it flow logically from its strategy of being the low cost provider of automobile insurance to
‘‘safe’’ drivers, to the quantitative depictions of that strategy in the value continuum, to
GEICO’s highly innovative marketing campaign. If such logic is discerned and validated
pre-buyout – during due diligence – managers could have greater confidence in the
valuation, and any growth-based margin-of-safety.
Finally, the overall risk of M&A can be managed through the margin-of-safety concept. For
example, in the GEICO case a substantial margin-of-safety of 52.5 percent was achieved by
simply acquiring the firm at the full EPV of $69 or $70/share against a growth value of
$106.55/share. Significantly, the value continuum itself identified both the investment price
and the margin-of-safety, which is a dynamic that can be leveraged in the formulation of M&A
pricing and negotiating strategies.
Looking ahead
The GEICO case demonstrates how the modern G&D methodology could be utilized to
value acquisitions with a reasonable margin-of-safety. A significant benefit of G&D valuation
is that it addresses key adjustments and assumptions upfront in the valuation thereby
providing a greater level of insight into intrinsic value than cash flow forecasts generally
provide.
Managers can also use G&D methodology to perform due diligence. Because G&D
valuations are transparent they can identify assumptions that could be explored and
validated during due diligence. While the G&D methodology is certainly not a panacea it can
be utilized in a corporate setting to improve valuation practices, which should increase the
odds of successful M&A.
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PAGE 38 STRATEGY & LEADERSHIP VOL. 35 NO. 6 2007
Section 1
Policy liabilities
P&C loss reserve - Note G $1,805,118 $100,400 $1,704,718 (1A)
Loss adjustment expense reserve – Note G $322,986 105% $307,606 (2A)
Unearned premiums $747,342 100% $747,342
Life benefit reserves & policyholders’ funds $106,363 105% $101,298 (2A)
$2,981,809 $2,860,964
Debt - Note I
Corp and other $340,378 100% $340,378
Finance company $51,000 100% $51,000
$391,378 $391,378
Amts payable on purchase of securities $8,828 105% $8,408 (3A)
Other liabilities $305,984 105% $291,413 (3A)
Total liabilities $3,687,999 $3; 552; 163
Investments $4,102,866 100% $4,102,866
Cash $27,580 100% $27,580
Loans receivable, net - Note E $60,948 $1,500 $59,448 (4A)
Accrued investment income $67,255 100% $67,255
Premiums receivable $238,653 100% $238,653
Reinsurance receivable $127,189 100% $127,189
Prepaid reinsurance premiums $10,361 100% $10,361
Amts receivable from sales of securities $2,022 100% $2,022
Def’d policy acquisition costs – Note F $72,359 100% $72,359
Federal income taxes - Note J $88,880 0.8980 $98,975 (5A)
Property and equipment $226,950 $85,209 $141,741 (6A)
Depreciation $113,612
Other assets $49,656 100% $49,656
Goodwill $100,022 $100,022 $0 (7A)
Total assets $5,174,741 $4,998,105
Net Asset Value (NAV) $1,486,742 $1,445,942 (8A)
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VOL. 35 NO. 6 2007 STRATEGY & LEADERSHIP PAGE 39
‘‘ To illustrate how modern G&D methodology works in practice,
we apply it retrospectively to Berkshire Hathaway’s 1995
acquisition of GEICO. ’’
In practice, this subjective adjustment could be based on onsite claims audits and
actuarial appraisals[14]. For our purposes here it is important to note that this adjustment –
and those that follow it below – are transparent in the valuation, not buried within a cash
flow forecast.
Notes (2A) and (3A) pertain to subjective (and minor) 5 percent adjustments to the loss
adjustment expense reserve, life benefit reserve, amounts payable on the purchase of
securities, and other liabilities. In practice, these adjustments could also be based on onsite
claims audits and actuarial appraisals.
Note (4A) adds the bad debt reserve back into loans receivable in order to derive an
estimate of the reproduction value of this line item[15].
Note (5A) discounts the deferred tax asset by our estimated cost of equity of 11.2
percent.[16,17]
The reproduction cost of property and equipment is then estimated by subjectively adding
75 percent of the total depreciation claimed to date to the listed book value (note (6A)). If this
were a live valuation this adjustment could also be based on a professional appraisal.
The final adjustment pertains to goodwill, which in this context refers to the intangible assets
a firm uses to create value such as its product portfolio, customer relationships,
organizational structure, competitive advantage, licenses, etc. In this case, the key
intangible asset we valued was GEICO’s existing customer base, which generates repeating
premiums from ‘‘safe’’ or low claim generating drivers. When valuing intangible assets such
as these the G&D approach suggests that analysts ‘‘add some multiple of the selling,
general, and administrative [SG&A] line, in most cases between one and three year’s worth,
to the reproduction cost of the assets’’[18]. Insurance companies generally do not have an
SG&A line on their income statements; rather, they record this type of expense under the
acquisition costs line entry. In 1994, GEICO claimed $200,044 in acquisition costs[19]. As
GEICO’s goodwill was operational in nature and contained no demand advantages –
personal lines automobile insurance search costs and switching costs were (and are), in
general, extremely low – we estimated its value at 50 percent of the reported acquisition
costs or $100,022 (note (7A)). This is also an adjustment that could be based on or validated
by a professional appraisal if this were a live valuation.
Section 2
Note (1E) is an estimate of GEICO’s expected sustainable operating income, which was
estimated by taking the average earnings before tax (EBT) margin of the three most recent
years and then multiplying that figure by the most recent revenue: $298; 761 ¼ 11 percent
average EBT margin* revenue of $2,716,009
Note (2E) pertains to our deprecation and amortization adjustment, the mechanics of which
are shown in Exhibit 4
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PAGE 40 STRATEGY & LEADERSHIP VOL. 35 NO. 6 2007
Exhibit 3 Earnings Power Value
$000s
1994
In traditional cash flow analysis depreciation and amortization is added back to, and CAPEX
is subtracted from, income dollar-for-dollar. As EPV pertains to estimated sustainable (or
non-growth) earnings the CAPEX attributable to growth is appropriately excluded from the
calculation.
Next, the interest earned on cash was deducted (note (3E)). As the capitalized value of
interest earned on cash is the amount stated on the balance sheet this figure will be added
back to capitalized earnings to arrive at an EPV, as will be shown below.
In the next step, note (4E), the depreciation and amortization adjustment is added to, and
interest earned on cash subtracted from, average operating income to derive Pre-Tax
Earnings. We then calculate expected taxes payable by utilizing GEICO’s 1994 effective tax
rate, note (5E), which was derived by dividing paid and deferred taxes by EBT, which equals
16:9percent ¼ ½$58; 056 þ ð$15; 677Þ=$251; 194[20]. Multiplying this effective tax rate by
Pre-Tax Earnings of $309,717 derives a tax expense of $52,252 (note (6E)). Earnings, note
(7E), are calculated simply by subtracting the tax expense from Pre-Tax Earnings, which
equals $257,465.
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Section 3
Growth Value
Financial theory is clear that growth creates value only when it is profitable, or when growth
generated profitability exceeds the opportunity cost of capital. A measure of this
phenomenon is the return on Net Asset Value (or RNAV) over the cost of equity. If this ratio is
greater than one growth will create value so multiplying it by the EPV will derive a GV. We
illustrate this process for GEICO in Exhibit 5.
Notes
1. On the general tendency of overpaying for acquisitions see for example Robert Eccles, Kersten
Lanes, and Thomas Wilson, ‘‘Are you paying too much for that acquisition?’’ Harvard Business
Review. July-August 1999. pp. 136-146.
2. For example, on December 1, 1951 Buffett published an article about GEICO in The Commercial
and Financial Chronicle titled, ‘‘The security I like best,’’ which was reprinted in the 2005 Berkshire
Hathaway Annual Report, http://www.berkshirehathaway.com/letters/2005.html
3. The amount of GEICO’s outstanding shares is 33,678,400 per Robert Bruner, Warren E. Buffett,
1995, Darden School of Business Case Services. #UVA-F-1160, 1998.
4. Bruce Greenwald and Judd Kahn, ‘‘All strategy is local,’’ Harvard Business Review, September
2005. pp. 94-104.
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PAGE 42 STRATEGY & LEADERSHIP VOL. 35 NO. 6 2007
12. Benjamin Graham and David Dodd, Security Analysis (New York: Whittlesey House, 1934), p. 22.
14. See Joseph Calandro, Jr and Thomas O’Brien, ‘‘A user-friendly introduction to property and casualty
claim reserving,’’ Risk Management and Insurance Review, Vol. 7, No. 2, 2004, pp. 177-187 for
information on reserve analysis.
15. A similar adjustment is made to accounts receivable. As Greenwald et al. (2001), cited above, p. 56
explain: ‘‘A firm’s accounts receivable, as reported in the financial statement, probably contains
some allowance built in for bills that will never be collected. A new firm starting out is even more
likely to get stuck by customers who for some reason or another do not pay their bills, so the cost of
reproducing an existing firm’s accounts receivables is probably more than the book amount. Many
financial statements will specify how much has been deducted to arrive at this net figure. That
amount should be added back . . . ’’
16. We evaluate GEICO on an equity rather than enterprise basis as insurance reserves can be
considered an equity equivalent. Source: Tom Copeland, Tim Koller, and Jack Murrin, Valuation:
Measuring and Managing the Value of Companies, 3rd ed. (New York: Wiley, 2000), p. 452.
17. We utilized the Dividend Growth Model to derive our 11.2 percent cost of equity; inputs are current
dividends of $1/share, stock price of $55.75/share and expected growth of 9.3 percent. A Capital
Asset Pricing Model (CAPM) derived cost of equity equaled 11 percent via a risk-free rate of 6.86
percent, a beta of 0.75, and an equity risk premium of 5.5 percent. CAPM Data Source: Bruner
(1998), cited above, p. 11. For further information, contact the lead author.
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