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Berkshire Hathaway: Wholesaler of Death?

 Now that we have your attention with that
admittedly provocative title, we are going to kill two birds with one stone
here.
 Bird One is the fact that we haven’t
posted anything in two months, mainly because whatever odd silliness visible in the darker corners of Wall Street seems irrelevant in a world where
Vladimir Putin can invade his neighbors, take territory and shoot passenger planes from the sky while the
civilized world sputters about such things not being fit for 21st
Century-type behavior before moving onto actual
21st Century-type behavior like Tweeting about how sad it is that Joan Rivers died.
 Bird Two is something I’ve always
wondered about when it comes to Berkshire Hathaway.
 But before getting to that, let me repeat, for the record and as I have said early and often in books, speeches and as a talking head, that Berkshire Hathaway is the
product of the single best 49 ½-year investment track record that anyone in our
lifetimes will likely ever witness, bar none. 
  Now, I have met a lot of conspiracy theorists since writing “Secrets in Plain Sight” who claim that Warren Buffett is
either a) just plain lucky (“he was born at the right time”), or b) not really all that great
(“you could have done better with a leveraged bond fund,” e.g.), or c) a beneficiary of his left-wing political connections (“the Keystone Pipeline isn’t being approved because it
would hurt Berkshire’s railroad”), or d) just such a lousy rotten hypocrite that who
cares what his track record is?
 But none of them (or anybody else, for that matter) has ever, never, not once brought up the actual fact that Berkshire Hathaway is, as best anybody can tell, the largest
cigarette dealer in the United States (outside of the tobacco companies
themselves), thanks to its ownership of McLane Company, the giant wholesaler that Buffett acquired
from Wal-Mart in 2003.  
 The precise extent to which Berkshire Hathaway
shareholders (your editor included) benefit from supplying smokes to addicts
around the world (McLane has operations in other countries as well as the U.S.) are hard to
come by, but, big picture, we know that a) McLane is the largest
distributor of smokes, gum, candy and food to convenience stores in America,
and that b) convenience stores are the largest source of smokes to cigarette addicts in
America, which would mean Berkshire Hathaway owns what is very likely the biggest wholesaler of smokes (not to mention the kind of chewing tobacco that recently killed Padres great Tony Gwynn) in America.
  And despite all the efforts of government and regulators to end it, the tobacco business remains a very big business indeed.
 In fact, a press
release on the McLane web site (copped from something called “Convenience Stores Decisions”) notes that
$52 billion worth of cigarettes were sold at convenience stores in 2012,
amounting to 8.75 billion smokes. 
 And while both figures were down slightly from the previous year according to the same report, its authors noted approvingly that “visits to the
c-store [convenience-store] by tobacco customers remains [sic] strong, and that
provides a steady opportunity to boost the market basket.”
 So the next time people flip out about Warren
Buffett making a perfectly rational decision to invest Berkshire’s money in a
highly profitable tax-inversion deal despite his long-standing opposition to
the use of tax-aversion strategies by others (as they did a couple of weeks ago during the Burger King-for-Tim Horton hysteria), ask them whether it’s really
as bad as making money wholesaling a highly addictive, cancer-causing, birth-defect-causing and emphysema-causing product by the billions to people who really can’t afford it to begin with?
 And the next time you run into one of Berkshire’s “comfortably numb”
shareholders—to cop an old Pink Floyd label—ask them when are they going to stop doing it?
Jeff Matthews
Author “Secrets in Plain
Sight: Business and Investing Secrets of Warren Buffett”
(eBooks on Investing,
2014)    $2.99 Kindle Version at
Amazon.com
©
2014 NotMakingThisUp, LLC              
The
content contained in this blog represents only the opinions of Mr.
Matthews.   Mr. Matthews also acts as an
advisor and clients advised by Mr. Matthews may hold either long or short
positions in securities of various companies discussed in the blog based upon
Mr. Matthews’ recommendations.  This
commentary in no way constitutes investment advice, and should never be relied
on in making an investment decision, ever. 
Also, this blog is not a solicitation of business by Mr. Matthews: all
inquiries will be ignored.  And if you
think Mr. Matthews is kidding about that, he is not.  The content herein is intended solely for the
entertainment of the reader, and the author.
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Okay FINRA, Who Had The Call From The FHFA?

 Last night at 4:05 PM E.S.T. the news hit Bloomberg that the Federal Housing Financing Agency was proposing an astoundingly, stupidly strict set of standards for private mortgage insurers who do business with Fannie Mae and Freddie Mac, the net effect of which would be to reduce the availability of credit for home buyers at the very time that credit is needed to keep our economic recovery going.
 We are not here to explain the issue, only to point out to FINRA, the self-policing body in charge of sniffing out strange behavior in the public markets, the enormous–nay, ginormous–option trades in the two publicly traded stocks most affected by the proposed standards just hours before the news hit the tape, betting on a drop in those stocks.
 Those two stocks, Radian and MGIC, are tickers RDN and MTG, and they stand out in this screen shot from our Bloomberg on outsized options activity by a mile:

 So, we wonder: who had the call yesterday from the FHFA…before it hit the tape?


JM

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Life in Wartime, or, One More Reason Why Companies Leave America

 These are the headlines on my Bloomberg for Annie’s, the organic mac and cheese maker whose shares have fallen from unsustainable heights as the difficulties of running a public company while trying to meet the impatient quarterly targets of impatient quarterly-minded investors finally overcame the euphoria of a company that seemed to be in the right place at the right time.
 And this is one more reason why companies are leaving America.

 For the record, I like the new CFO (who helped flag the filing deficiencies) and would not bet against the company mending its ways.
 Nor would I blame them for moving to Ireland to get the Pittsburgh Law Office of Alfred G. Yates, Jr, the Lifshitz & Miller Law Firm, Brower Piven, Levi & Korsinsky, LLP, the Former Louisiana Attorney General, Federman & Sherwood, Morgan & Morgan, Fauqi & Faruqi, Holzer & Holzer, Crosby Stills Nash & Young, Peter Paul & Mary, and even John Paul George & Ringo off their backs.


JM

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Berkshire Hathaway: Beyond Buffett

If this is failure, I
want more of it.”
—Charlie
Munger
“The only succession for
Ajit Jain is reincarnation.”
—Warren
Buffett
Omaha, Nebraska, May 3,
2014.

It’s one year later, and I’m driving in pre-dawn darkness through downtown
Omaha to the 2014 Berkshire Hathaway shareholder meeting, which, up until about
a week ago, was looking like another cakewalk for Warren Buffett.
 After all, Berkshire’s net worth increased 18%
in 2013, representing a staggering $34 billion jump in value.
 And while, as some wet-blanket observers have
pointed out, Berkshire’s 18% gain paled in comparison with the S&P 500 (up
32% including dividends—its best year since 1995), a $34 billion increase in
value would be a grand slam home run for any company, in any year…let alone for
a decentralized conglomerate in its 49th year under the watchful but aging eyes
of two men, one in his early 80’s and the other who just turned 90.
 Indeed, so well did Berkshire’s businesses
perform last year that Buffett—who so frequently dwells on the negatives in his
self-assessments that Charlie Munger says, “Warren wants to make it
eccentrically difficult for himself”—kicked off his year-end shareholder
letter by writing, “just about everything turned out well for us last year.”
 Then along came Buffett’s April 23 CNBC
interview with Becky Quick, and all anybody has talked about since is his Coca
Cola vote.
Kind of Un-American to
Vote ‘No’ at a Coke Meeting
 During that fateful discussion, Quick—one of
the three journalists asking questions at the meeting here today—brought up
Buffett’s recent decision to abstain from voting Berkshire’s shares of Coca
Cola against a large option package for Coke management.
 The Coke option grant had become something of
a cause célèbre on Wall Street after one “activist” Coke shareholder calculated
that the options could dilute existing Coke shareholders as much as 17% over
time, and he publicly urged other shareholders to help him vote it down.
 Buffett, who doesn’t like to be railroaded
into doing anything, let alone going against the wishes of his longstanding
friends at Coca Cola, decided to abstain rather than vote against Coke management.
 When Buffett was pressed by Quick on his
decision to avoid joining the activist uprising and merely abstain from voting
Berkshire’s shares, Buffett—normally a harsh critic of corporate “fat
cats”—seemed off his game.
 “I love Coke, I love the management, I love
the directors, so I don’t want to vote no,” he told Quick and everyone
watching. Then the investor most famous for staying rational in the
frequently-irrational world of investing gave Becky the least rational reason
he could have given for his decision: It’s “kind of un-American to vote ‘no’ at
a Coke meeting,” he said.
 Cries of hypocrisy and corporate cronyism
swiftly appeared in New York Times opinion pieces and across the Internet.  It didn’t help that the options package had
been approved by Coke’s board of directors, which happens to include Buffett’s
oldest son, Howard.
 The resulting kerfuffle prompted Buffett to
give several defensive TV interviews in response, but it was too late.  The story has dominated the news leading up
to the Berkshire Hathaway shareholder meeting ever since.
 And it will no doubt be the first topic of the
question and answer session due to start soon.
Hello, Goodbye
 The Coke controversy is one big difference
between this year’s shareholder meeting and last year’s relatively quiet
gathering, but it is not the only difference.
 For starters, the weather is way nicer this
year—the air was positively balmy leaving the hotel this morning—and the Omaha
skyline continues to sprout new buildings. The growth and optimism are
palpable, with new restaurants and bars springing up seemingly everywhere, and
apartment buildings going up in what used to be a very quiet downtown after
hours.
 But the biggest difference between this
weekend and any of the last half-dozen shareholder meeting weekends is that in
three days of driving around Omaha, I still haven’t seen a picture of Warren
Buffett.
 The billboards with his giant headshot, the
airport displays with his face on them, and even the trucks driving around town
with his photo on the sides—advertisements for the University of Nebraska
(“Warren Buffett, Class of 1951”)—they’re all gone.


 Interestingly, Buffett’s public profile has
been reduced recently in other ways as well. NetJets, for example, no longer
advertises in the Wall Street Journal with photos of Warren Buffett flying in
comfort on the Berkshire-owned company’s time-sharing jets.  In his place, the Berkshire Hathaway name is
promoted instead.
 Furthermore, the Berkshire brand was slapped
on the company’s disparate real estate brokerage holdings last year—the first
time since Buffett took control of Berkshire Hathaway in 1965 that the name had
been used on anything outside its old textile business other than insurance.

 Just last week the company’s
Mid-American Energy business was renamed “Berkshire Hathaway Energy.”
 The move away from Warren Buffett’s iconic
image, and towards Berkshire Hathaway’s own name, seems clearly designed to
ready the company for the day Buffett is no longer able to run the company he
built, and a successor takes his place as CEO.
 It also makes what the radio happened to play
when I first started up the car this morning a bit spooky.   Like last year, it was a Beatles classic;
unlike last year it wasn’t “Back in the USSR.”
 It was “Hello, Goodbye.”
 We’ll get some more clues about Buffett’s
successor even before the question and answer session starts later this
morning—during the cartoon, in case you’re wondering—and those clues may just
be the most obvious yet.
 But we’ll also see that Warren Buffett isn’t
going anywhere soon, and neither is Charlie Munger, by the looks of things.
 Both men will take the stage after the usual
rousing movie, to the usual rousing applause, from the usual packed arena. 

 And at ages 83 and 90 they’ll prove to be in top form, answering more than 60
questions during the course of more than five and a half hours of Q&A,
while offering up a few more “secrets” for those who’ve made the journey to
Omaha.
 First, however, they’ll have to deal with the
Coke controversy.
Forty-Five to One
 Easily the most disappointing part of the
Berkshire Hathaway meeting weekend actually begins after the movie that kicks
things off, but just before Buffett calls for the first question from Carol
Loomis.
 That’s when Buffett typically spends five or
ten minutes reviewing Berkshire’s quarterly earnings and any other unusual
company business that might have come up ahead of the meeting.
 Today, that unusual company business happens
to be a Berkshire Hathaway shareholder’s proposal calling on Berkshire to pay a
dividend.  It had been on the proxy
statement voted on by Berkshire’s shareholders, and Buffett wants to discuss
the voting.
 Now, we all know a dividend will never happen
as long as Warren Buffett is around—after all, why give Berkshire’s cash to
shareholders when Warren Buffett can invest it better?—but a shareholder had
gotten it on the ballot anyway.
 Buffett first puts up a slide of the proposal,
and while it reads kind of snarky, it’s very straightforward:
 “Whereas the corporation
has more money than it needs and since the owners unlike Warren are not
multi-billionaires, the board shall consider paying a meaningful annual
dividend on the shares.”
 Buffett acknowledges the chuckles at the
sarcastic language, and then puts up another slide showing how the voting came
out.  He is clearly pleased.
 It turns out the Berkshire shareholders sided with Buffett in a landslide, voting down the dividend proposal by an
overwhelming forty-five to one margin, despite the fact, as Buffett says
proudly, “we employed no proxy solicitation firm” to lobby shareholders to
shoot down the idea.
 In fact, Buffett says, the result was “better
than I expected.”
 The message from Buffett is clear: shareholder
votes matter, and when something comes along a shareholder doesn’t like, they
should go ahead and vote their conscience, because boards and their CEOs pay
attention.
 He then calls on Fortune magazine Editor Carol
Loomis to ask the first question, and almost immediately contradicts that
message.
This Very
Un-Buffett-Like Behavior
 Carol Loomis kicks off the Q&A, as usual.
 She is a close friend of Buffett and longtime
Berkshire investor, but despite their relationship Carol never shies from
starting with the question that’s on everybody’s mind, no matter how
uncomfortable.
 In this case, it’s about Buffett’s Coke
vote.  Or, rather, about Buffett
abstaining from the Coke vote.
 The question Carol has chosen (the reporters
get thousands of emailed questions prior to the meeting) asks Buffett to
justify “this very un-Buffett-like behavior.”
 And Buffett begins his answer.
 He first explains that the option plan wasn’t
as egregious as the calculations thrown around by the activist had made it
seem, and goes into a typically Buffett-esque, to-the-decimal-point analysis of
the numbers, which he clearly knows cold.
 Nevertheless, he says, he did think the plan
was “excessive” and tells us he expressed that concern in a meeting with the
Coke CEO “right here in Omaha.”
 All in all, however, he simply didn’t want to
“go to war with Coca Cola,” and felt abstaining on the vote while making his
opposition known to Coke’s CEO “was the most effective way of behaving for
Berkshire Hathaway.”
 Charlie Munger backs up his friend, in his
usual crisp, dry fashion, saying, “I think you handled the whole situation very
well.”
A Person Should Just
Pick His Spots
 But many shareholders in the arena clearly
don’t agree.
 During previous meetings when Buffett has been
similarly challenged (during the David Sokol affair, for example), he had been
applauded for staunchly defending his behavior.
But
he gets no applause this morning, and further muddies the waters a few
questions later when Andrew Ross Sorkin asks a terrific follow-up question on
behalf of yet another shareholder upset with Buffett’s behavior.
 Noting that Buffett’s son, Howard—who is
expected to become Berkshire’s board chairman should anything happen to
Warren—is not only on the board of Coke but voted for the same option plan his
father thought was “excessive,” Sorkin’s questioner wants to know how in the
world Howard Buffett would “enforce the Berkshire culture,” which is firmly
against the kind of corporate self-enrichment the Coke plan represents, when
Howard is running Berkshire’s board meetings after Warren is gone?
 This time Buffett launches into an
unfortunate—but brutally honest—depiction of boards of directors that leaves
some of us wondering if somebody spiked the Cherry Coke Buffett drinks while on
stage.
 “The nature of boards,” says Buffett, “is such
they’re part business organizations and part social organizations.”   Buffett hammers home his point by noting
that directors are “getting paid $200,000-$300,000 a year,” so “believe, me, they
are not independent.”
 Now, everybody here either knew that already
or suspected as much—but we’ve also had it drilled into our heads by Buffett
and Munger in this same venue that boards are not supposed to be anything but
representatives of the shareholders who own the company.
 The mood is sour enough after this preamble,
but then Buffett drops the bombshell: “As a director,” he confesses, “I voted
for comp plans, and some acquisitions, that didn’t make sense.”
 It’s like hearing Derek Jeter casually admit
he’d helped inject Alex Rodriguez with steroids.
 Charlie Munger gamely backs up his friend,
saying he doesn’t think “a person should just shout disapproval all day long,”
and “If we all did that all day long you wouldn’t be able to hear each
other.”  That gets some applause and
Munger follows it up by saying simply, “I think a person should just pick their
spots.”
 Buffett tries to finish off the discussion
with a classic Buffettism that is as unsatisfying as it is catchy: “If you keep
belching at the dinner table you’ll be eating in the kitchen.”
It’s
unlikely anybody in this arena thought they’d ever hear Warren Buffett equate
voting against management pocket-stuffing to “belching,” but he’s just done it.
 Coke discussion over, the Q&A session
moves on to less jarring topics.
I Don’t Think You Need
to Squeeze the Last Nickel Out of a Business
 Thanks to the Q&A format—three reporters
and three analysts alternating with shareholders—the focus this year is on the
business, not on the personal stuff. As a result, Charlie Munger is doing a lot
of the talking, and that’s always a good thing.
 When asked whether Berkshire plans to adopt
the ferocious cost-cutting measures of 3G (his Brazilian partners in the Heinz
acquisition), for example, Buffett demurs. “I do think 3G does a magnificent
job running businesses,” he says, but adds without elaborating, “It’s a
different style.”
 Munger, as he often does, puts Buffett’s
thinking in plainer terms: “I think a lot of great businesses spill a little
because they don’t want to be fanatic, and that’s alright.   I don’t think you need to squeeze the last
nickel out of a business.”
That Was The Best Use of
our $3 Billion That Day
 As usual, both men travel the same wavelength.
(Buffett will later say, “Charlie and I have never had an argument,” and
they’ve known each other 55 years.)  When
Buffett is asked a wonky question about Berkshire’s “cost of capital,” both men
deliciously pick the concept apart.
 Now, “cost of capital” is a very hot topic
among public companies. So long as the projected returns on an acquisition or
new plant exceed a company’s “cost of capital,” they can tell shareholders,
with a straight face, the investment makes sense.  It leads to a lot of bad behavior, and both
Buffett and Munger know it.
“I
figure our ‘cost of capital’ is what could be produced by our second-best
idea,” Buffett says, employing a common-sense approach completely at odds with
the highly theoretical, academic notion employed by most companies to justify
whatever spending they were going to do anyway. “I’ve heard so many ideas about
‘cost of capital,’” Buffett begins to expand his answer, but Munger cuts him
off.
 “I’ve never heard an intelligent one,” Charlie
says flatly.
 When the laughter subsides, Buffett resumes
the discussion, heavy on reality and light on theory: “We bought a company day
before yesterday (an electricity transmission company in Alberta), and we are
spending close to $3 billion (on the deal), and we think we will be better off
financially, and that was the best use of our $3 billion that day.”
“Cost
of capital” dispensed with, the meeting moves on.
Envy Dampeners
 A shareholder wants to know why Berkshire
doesn’t disclose more about the salaries paid to its top earners in its
securities filings, the way many other companies do.
 It’s an interesting and timely question,
coming in the aftermath of the financial crisis, which started a trend towards
more complete disclosure by all public companies, especially financial giants
like Berkshire.
 Like “cost of capital,” this notion has a
nice-sounding label: “transparency.”  
 And like “cost of capital,” Buffett will have
none of it, and neither will Munger.
 “There’s a real question whether it’s in the
interest of the company,” Buffett says, recalling his days as interim CEO of
Salomon Brothers, when disclosure of salaries backfired. “Virtually everybody
was disappointed with what they were getting paid … they looked at what
everyone else was getting and it drove them crazy.”
 Munger adds, “In a spirit of ‘transparency’
you’re asking for something that wouldn’t be good for shareholders …. I would
say that envy is doing the country a lot of harm, and our practices are envy
dampeners.”
 “Transparency” unmasked, Buffett is asked by
another shareholder to describe Berkshire’s “weak points.”
 And his answer is itself a weak point.
Sweep Accounts and the
Alzheimer’s Home
 Buffett avoids the substance of the question
altogether (the weak points at Berkshire Hathaway, as Buffett knows, would
certainly include the retailing businesses, which are being undermined by the
Internet in general and Amazon.com in particular) because he also knows that
many of the managers of those businesses are sitting in the arena here today,
and he would never want to embarrass them.
 So he gropes for something substantive to say
that isn’t hurtful to anyone before latching onto the lack of “sweep accounts”
at Berkshire’s many operating companies. 
The idea is that Berkshire could make a few extra dollars if it stripped
all its companies’ cash out every night, but nobody’s buying it as a “weak
point,” so Buffett moves on to one that is more substantive: the fact that he
and his business partner are “slow to make management changes,” a well-known
trait of theirs, but also not particularly offensive to anyone here in the
arena.
 Munger swiftly elaborates on the management
issue by telling a brief, Charlie-being-Charlie story about how he and Buffett
act so slowly moving out aging CEOs that “you and I took one man from the
executive chair to the Alzheimer’s home.” It shocks the audience when they
realize he’s not kidding.
 Then, as the uncertain laughter dies down,
Munger softens the matter-of-fact harshness of his story by adding, “we made it
easy for the man.”
Ignorance Removal
 Jonathan Brandt—one of the three analysts
asking questions today—queries Buffett about the declining prospects at See’s
Candies, one of the best acquisitions Berkshire ever made, but a business that
now seems past its prime.
 Buffett has long lauded See’s profitability as
well as its products, keeping a conspicuous box of See’s peanut brittle on the
table between himself and Munger during the Q&A session every year.   But—and quite surprisingly, given his reluctance
to say anything less than glowing about a Berkshire business in public—he
admits the prospects for boxed chocolate makers have diminished over the
years.  Even more surprisingly, he offers
no prospect it will get better.
 Still, Buffett points out, as he has in the
past, See’s “opened my eyes to the power of brands…. In 1972 we bought See’s
and in 1988 we bought Coke.”
 Munger concurs. “There’s no question about the
fact its main contribution to Berkshire was ignorance removal,” he says. “The
secret to Berkshire is we are good at ignorance removal.”
 After some laughter, Munger adds, “The good
news is we have a lot of ignorance left to remove.”
 A logical follow-up to the See’s question
comes to mind: did Buffett’s habit of taking most of his companies’ cash to
invest in other opportunities (see Chapter 36, Decline and Fall of the Sainted
Seven, in “Secrets in Plain Sight: Business and Investing Secrets of Warren
Buffett
,” eBooks on Investing 2014) hurt See’s ability to expand over the
years?
 Unfortunately, it isn’t asked.
I Don’t Want to be
Holier Than Thou
 What is
asked is a question about a popular tax-dodge technique currently all the rage
among major US corporations.
 Asked by a shareholder if Buffett would
consider doing a “tax inversion”—whereby US companies buy foreign companies in
low-tax jurisdictions, change their corporate address to the low-tax country
and thereby massively cut their cash taxes—Buffett says flatly, “The answer to
that is no.”
 Munger concurs. “I think it would be crazy to
be as prosperous as Berkshire and get our taxes to zero.”
 When applause starts to ripple through the
arena, however, Buffett tamps it down.
 “I don’t want to be holier-than-thou,” he
says, noting, “The wind deals we do (Berkshire Hathaway Energy is the biggest
wind farm operator in the country), the solar deals we do, those are
tax-driven. They wouldn’t make economic sense otherwise.”
 It’s an answer that will drive more than a few
editorial opinion writers crazy—Warren Buffett admitting he uses the tax code
to cut Berkshire’s tax bill. But if they had been paying attention over the
years it wouldn’t have surprised them in the least.
 What might have surprised them, however, is
how well Warren and Charlie are doing here today.
Both Lennon and McCartney
 Buffett and Munger haven’t slowed down one
bit.
 The meeting started at 9:30 a.m., broke for
lunch at noon, resumed a bit after 1 p.m. and will go until just after 3:30
p.m.
 Thanks to the more controlled format, with
reporters and analysts sharing questions with shareholders, the number of “What
should I do with my life?”-type questions has been cut almost to zero.
 Also, since Buffett didn’t give his usual
warning about “no two-part questions” at the start, he and Munger have been
getting a number of two-or-three-part questions all along.  So while they will collectively take
questions from 62 individuals today, the total number of questions they’ll
answer will be closer to 70—nearly 50% more than when it was a
shareholders-only Q&A.
 Even better, since so few of them are about
life-lessons from Warren Buffett, Charlie Munger will speak up on all but three
questions the entire day.
 It’s like getting both Lennon and McCartney, not just one or the
other.
 In fact, the Beatles analogy seems exact:
Buffett as Paul McCartney: amiable, eager to please, but very likely the
smartest guy in the room.  Munger, of
course, as pure John Lennon: just as sharp and just as quick, but, best of all,
more inclined so say exactly what’s on his mind.
 For example …
We’re Very Peculiar
 On the returns generated by corporate
acquisitions: “I think the sum total of all acquisitions done by American
industry will be lousy,” says Munger. 
“It’s in the nature of corporations to be talked into dumb deals.”
 Berkshire’s acquisition style—buying great
businesses at reasonable prices and holding them forever—is, he says, quite
different from the norm. 
 “We’re very peculiar.   Luckily a lot of people don’t want to be
peculiar in our way.
The Pursuit of the
Uneatable by the Unspeakable
 Not surprisingly, Munger disapproves of the
current fad of “activist” investors pushing public companies to get their stock
price up any way they can.
 “In the culture we live in most people don’t
care how the money is earned, they just care about the money …. Reminds me of
Oscar Wilde’s definition of fox-hunting: ‘The pursuit of the uneatable by the
unspeakable.’”
It’s Slow
 On why Berkshire doesn’t get more “copycats,”
Munger says simply, “I think it just looks too hard to do. It’s slow.”
The Behavior on Wall
Street is Remarkably Improved
 On whether the U.S. government should bring
criminal charges against bankers for their behavior during the financial
crisis: “I think the behavior on Wall Street is remarkably improved,” he says,
but adds, “Prosecution of individuals does more to stop bad behavior” than
prosecuting companies. 
Where Do You Think We’re
Vulnerable?
 On the topic of the Internet, Munger says
flatly, “I think the Internet is very disruptive. It is changing the world. I
think retail is especially going to be hurt.”
 Buffett immediately follows up by asking his
partner, “Where do you think we’re most vulnerable?”
 It is a question that almost certainly rings
in the ears of the many managers and employees from the Berkshire retail
businesses, ranging from Borsheims to Ben Bridge Jeweler to Nebraska Furniture
Mart, who are sitting in the arena today, but Munger demurs. “Well, I don’t
want to say,” he says carefully.
 “Now you’ve got them all wondering,” Buffett
grumbles, to laughter.
If This Is Failure, I
Want More Of It
 When the subject of Berkshire’s relative
underperformance in 2013 comes up, both men defend the status quo—but Munger
makes the case far more forcefully than his partner.
 “In the last two years the book value of
Berkshire has gone up $90 billion pre-tax,” Munger says the first time the
issue comes up. He lets that sink in before adding, “If this is failure, I want
more of it.”
 It brings down the house.
 And when the topic reoccurs during the last
question of the day—“Is there a practical way to break up Berkshire Hathaway
into four companies?” a shareholder asks—Buffett tries to respond logically
while his partner goes for the gut.
 “We would lose value,” Buffett says. “There
are large advantages” to Berkshire
staying together, he adds without elaborating. “There’s no advantage (to
splitting up).  It would be a terrible
mistake.”
 Munger doesn’t argue the matter.  He simply concludes the discussion, and ends
the afternoon session, by referring to the move in Berkshire’s Class A stock
during the last four years from below $100,000 per share to nearly $200,000 as
of today’s meeting: “You’re not being deprived when the stock goes from $100 to
$200,” he says drily.
The Dynamic Duo
 There was one more difference between this
year’s meeting and last, besides the lack of Warren Buffett photos around town
and the brouhaha over the Coca Cola vote, and it involved something that’s been
on the minds of Berkshire Hathaway shareholders for years.
 Calling Buffett and Munger a “dynamic duo,” a
shareholder inquired whether there is “a successor for Charlie?”  
 It’s a question that had never been asked
before.
Most 90-Year Old Men in
the World Are Gone Soon Enough
 Buffett first responded with a joke about
Charlie’s age—“Well, Charlie is my canary in the coal mine,” he said. “Charlie
turned 90 and I’m finding it very encouraging how he’s handling middle age.”
 After the laughter died down, Buffett turned
serious, describing how other companies such as Coca Cola and Cap Cities ran
very successfully when a pair of “complementary” executives shared the load.
“It’s a great way to operate,” he said, adding he’d be “very surprised” if his
successor didn’t have an alter ego like Charlie. “But so far nobody’s brought
up any successor to Charlie.”
 Munger dismissed the issue, and his own
importance in the continued success of Berkshire Hathaway, as only he can. “I
don’t think the world has much to worry about. Most 90 year-old men in the
world are gone soon enough.”
 Sixty-two-year-old men, however, are a
different matter. 
The Only Succession for
Ajit Would Be Reincarnation
 Asked early in the meeting today who will
succeed Ajit Jain, the 62 year-old head of Berkshire Hathaway’s giant
reinsurance business, Buffett’s answer was swift and certain.
“The
only succession for Ajit would be reincarnation,” he said flatly.
 Buffett’s admiration for Ajit Jain is well
known. He wrote, “Ajit’s mind is an idea factory” in this year’s shareholder
letter, and has mentioned Jain glowingly several times today—and in ways that
made it clear Ajit runs his own show.
 For example, asked about providing insurance
for railroads moving crude oil—a high-risk business if ever there was
one—Buffett says, “Ajit has offered some very high limits, but they (the
railroads) don’t like his price.”
 Moreover, he has depicted Jain not merely as
the head of a Berkshire subsidiary, but as a business partner, akin to Charlie Munger.   For example, when asked about the impact of
climate change on Berkshire’s operations, Buffett began his answer, “When Ajit
and I talk about what we’ll charge for catastrophes …”
 It was a very telling moment, and left few
doubts as to who has been tapped to be Berkshire Hathaway’s CEO if and when
Warren Buffett can no longer fulfill that role.
 But it was the cartoon during today’s movie that
really said it all.
87% Chance of Winning
 The cartoon is an innocuous bit of fun that
always kicks off the movie that starts the Berkshire Hathaway annual meeting.
 And today’s cartoon seemed to be nothing
special—a standard Berkshire-esque fantasy about a U.S.-Russia face off in the
Olympics ice hockey final (the timing was unfortunate, because in the real world
Russia has been ripping apart Ukraine)—but its subliminal message was very
special.
 The premise is that the U.S. hockey team has
been mysteriously taken ill at the last minute, and Buffett recruits his
Berkshire friends to take their place—Charlie Munger, board members Bill Gates
and Tom Murphy, GEICO’s Tony Nicely, and a cartoon version of “Mrs. See” from
the Berkshire-owned candy company—against the Russians, who are drawn as large
goons that say—and I am not making this up—“We make minced borsch out of you,
ha ha ha.” (I said it was nothing special.)
 However, the coach of the Berkshire team just
happens to be Ajit Jain.
 And when the team is in danger of losing,
Coach Jain draws up an amusingly complex final play, as you’d expect from a guy
who deals in complex reinsurance products.  
In Jain’s real voice, he declares it gives the U.S. team “an 87% chance
of winning.”
 Of course, the play works: the U.S. scores the
winning goal as time expires, and the cartoon Berkshire hockey team gathers to
celebrate.  While the credits roll, the
Berkshire team tosses two figures in the air: Warren Buffett and Ajit Jain.
 But it’s not just cartoons and kind words that
make Ajit Jain the likely successor to Warren Buffett at the helm of Berkshire
Hathaway.
 Berkshire is, at its core, an insurance
company—and one with an unusual book of business that, in the case of the
Lloyds of London asbestos claims for example, covers unknowable obligations
stretching out for decades. And Warren Buffett is not going to trust his legacy
to just anybody: he wants someone as capable of assessing risk as he is—someone
who, as he put it several years ago, can “envision things that have never
happened” so that those obligations will be paid, and his legacy is never endangered.
 Which means that, like all the “secrets” in “Secrets
in Plain Sight: Business and Investing Secrets of Warren Buffett,” the last “secret” we’ll reveal is sitting in plain sight:
the most logical CEO successor to Warren Buffett at Berkshire Hathaway—and,
since Warren Buffett is a very logical man, the likely choice of the Berkshire
board—is Ajit Jain.
 And that should be immensely reassuring to
Berkshire Hathaway’s managers and investors for years to come.
Jeff Matthews
Author “Secrets in Plain
Sight: Business and Investing Secrets of Warren Buffett”
(eBooks on Investing,
2014)    $2.99 Kindle Version at
Amazon.com
©
2014 NotMakingThisUp, LLC              
The
content contained in this blog represents only the opinions of Mr.
Matthews.   Mr. Matthews also acts as an
advisor and clients advised by Mr. Matthews may hold either long or short
positions in securities of various companies discussed in the blog based upon
Mr. Matthews’ recommendations.  This
commentary in no way constitutes investment advice, and should never be relied
on in making an investment decision, ever. 
Also, this blog is not a solicitation of business by Mr. Matthews: all
inquiries will be ignored.  And if you
think Mr. Matthews is kidding about that, he is not.  The content herein is intended solely for the
entertainment of the reader, and the author.
Categories
Uncategorized

The Score This Quarter: Citigroup 64, JP Morgan 56…IBM 19.

 Well IBM’s first quarter results are in, and
they’re—well, they’re about what we’ve come to expect from a high-cost, brand
name, big-iron tech company in a world moving to a low-cost, generic, small-iron
model: revenues down, margins down, earnings down, cash flow down, service
bookings
way down, share buybacks up
and layoffs soaring.
 Remarkably, though, one number—IBM’s
earnings-per-share—came in exactly in
line with what the company had predicted some 90 days ago, and that’s what Wall
Street’s Finest really cared about, because it meant their spreadsheets were
correct.
 All the more remarkable was the fact that while IBM was finding a way to earn the desired net EPS number, its revenues—the mother’s milk of any businesswere coming in half a billion dollars below
what had been foretold.
 But the outcome was really not so remarkable
as you might think.
 Quarter after quarter, as we have seen (here, for example), somehow, some way, this
$100 billion-and-declining revenue behemoth with 430,000-and-declining
employees selling products subject to all manner of competition across all
manner of industries in more than 170 countries around the world—each with its
own unique tax rates and economic cycles, not to mention currencies—always
seems to find a way to report net, after-tax, after-currency, after-layoffs
earnings precisely as foretold before all manner of things happen during the
quarter ahead.
 In this case, before Putin grabbed the Crimea,
before Amazon cut cloud prices another 40%, before the Euro gained, the Yuan
fell, the Brazilian Real jumped and the Loonie dropped against the dollar.
 Here’s how one analyst—one of the few IBM
followers on Wall Street who actually keeps track of the shell shuffling by
IBM’s bean-counters—began a long paragraph detailing the bookkeeping moves that
made this particular “in-line” quarter possible:
 “… the
‘in-line’ EPS benefited by a lower-than-expected tax rate by 10 cents, a lower
than expected charge by 8 cents and a lower than expected share count by 3
cents vs. our model.  Also, a
higher-than-expected IP Income [pure profit generated by IBM’s aggressive
patent monetization] offset lower-than-expected…”
 You get the drift: like watching a shell game
on Fulton Street, you get dizzy just trying to keep track of the moves.
 The bottom line of it all, the same analyst
wrote, was that IBM “really lowered its operating profit forecast for the year
quite materially.”
 Not that you’d know that from IBM’s earnings
call, which was its typically antiseptic, non-informative, let-us-explain-why-we-will-still-make-the-$20-per-share-Road-Map-number
post-mortem.
 Indeed, the Investor Relations Vice President moved
things along so swiftly—she cut off each analyst by asking the operator “Can we
go to the next question please,” or some variation on it, eight times during
the Q&A—that the CFO only answered 19 questions before she brought the
hammer down at the end of the allotted hour.
By rushing through the
Q&A, coincidentally, IBM’s Investor Relations team managed to avoid getting a single
question about what might just have been the most important number in the
Niagara Falls of numbers put forth by IBM in its quarterly data sheets.
 More important than revenue, which was down; more important than service bookings, which were also down; and maybe even more important than free cash flow, which was down because of stiffer cash tax payments—an amusing excuse
from a company whose Netherlands-minimized tax rate is less than what Warren
Buffett’s proverbial, long-suffering secretary pays.
 Rather, the important number that wasn’t
asked about has to do with “the Cloud.”
 The cloud is, after all, where the world of
technology is moving.
 And by measuring IBM’s success in moving its
customers “to the cloud,” outsiders monitor how IBM is doing transforming its
business in the way management claims it’s transforming the business.
 According to management, IBM’s cloud revenue
(inflated though it may be by hardware sales, but we go with the
definition offered by the company), “was up over 50%” in most recent the
quarter.
 And while “over 50%” might sound good compared
to IBM’s overall topline trend, it was a slowdown from last year’s growth of
69% despite all the cloud announcements pouring forth daily from IBM’s Twitter
account.
 Meanwhile, Microsoft, to name another “old
technology” company navigating the shift towards “the Cloud,” reported revenue growth from its cloud platform of over 150% in the same
quarter.
 IBM’s conference call management technique—while
effective, if the goal is to minimize tough questions—contrasts starkly with
the recent, wide-open earnings calls at JP Morgan and Citibank (not to mention
BankAmerica), which literally go until the last question has been asked and
answered, with no time constraints at all. 
 In fact, on the recent JP Morgan call, we
counted 56 questions asked by 13 Wall Street analysts. 
 On the Citigroup call, we heard 16 analysts
asking 64 questions.   
 IBM, as we pointed out, got by with only 19 questions.
 And people say the banks aren’t transparent
enough!
Jeff Matthews
Author “Secrets in Plain
Sight: Business and Investing Secrets of Warren Buffett”
(eBooks on Investing,
2013)    $4.99 Kindle Version at
Amazon.com
©
2014 NotMakingThisUp, LLC              
The
content contained in this blog represents only the opinions of Mr.
Matthews.   Mr. Matthews also acts as an
advisor and clients advised by Mr. Matthews may hold either long or short
positions in securities of various companies discussed in the blog based upon
Mr. Matthews’ recommendations.  This
commentary in no way constitutes investment advice, and should never be relied
on in making an investment decision, ever. 
Also, this blog is not a solicitation of business by Mr. Matthews: all
inquiries will be ignored.  And if you
think Mr. Matthews is kidding about that, he is not.  The content herein is intended solely for the
entertainment of the reader, and the author.
Categories
Uncategorized

The Easy Thing About “The Hard Thing About Hard Things”

 The easy thing about “The Hard Thing About
Hard Things
,” Andreessen Horowitz co-founder Ben Horowitz’s book about “Building a
business when there are no easy answers,
” is reading it. 
 That’s because it’s funny, to-the-point, and
way more well-informed by real-world experience than most books that give advice ever are.  
 Like the secret to being a
successful CEO: “Sadly, there is no secret, but if there is one skill that
stands out, it’s the ability to focus and make the best move when there are no good
moves.”
 And, “Managers must lay off their own
people.   They cannot pass the task to HR
or to a more sadistic peer.”
 And, “The job of a big company executive is
very different from the job of a small company executive…big company executives
tend to be interrupt-driven.   In
contrast, when you are a startup, nothing happens unless you make it happen.”
 But it’s not just catchy phrases and aphorisms that make the
book something pretty much anybody who wants to build a company should read,
it’s the experience that created them:
 Horowitz provides in brutal (and, for aspiring entrepreneurs, invaluable) detail the excruciating real-life experiences behind the advice, from his years as
a Silicon Valley engineer and then as the CEO of a start-up with more
near-death experiences than Keith Richards before its successful sale to HP.

 Like how to fire people.   What to say at the  “all-hands” when you just had your first layoffs.   What to tell an employee who asks if the company is being sold when it is being sold, but not yet.  Why every company needs a “story,” and what makes a great company story (hint: see the letter Jeff Bezos wrote to Amazon shareholders in 1997.)  When not to listen to your board.  Even, literally, what questions a CEO should ask a prospect being considered for the key, all-important job in any start-up: head of sales.
 We here at NotMakingThisUp are not generally fans
of “how-to” books, particularly those concerned with managing people, and we’ve
never coded anything more complex than a bicycle lock, but the light-bulb went
on reading the chapter emphatically titled “WHY YOU SHOULD TRAIN YOUR PEOPLE,”
in which the author bemoans the fact that “too often the investment in people
stops” with the recruitment process.
 The reason the lightbulb went is that the son
of a friend of ours happens to be a software engineer for a start-up that was
acquired by a large, fast-growing Silicon Valley company we won’t identify but
whose name rhymes with “Shalesforce.com.”
 Anyway, this engineer is smart as hell, highly
motivated, eager to learn, and miserable at his job for precisely the reason Horowitz spells out as follows in “WHY YOU
SHOULD TRAIN YOUR PEOPLE”:
 “Often
founders start companies with visions of elegant, beautiful product
architectures that will solve so many of the nasty issues that they were forced
to deal with in their previous jobs. 
Then, as their company becomes successful, they find that their
beautiful product architecture has turned into a Frankenstein.  How does this happen?  As success drives the need to hire new
engineers at a rapid rate, companies neglect to train the new engineers
properly.  As the engineers are assigned
tasks, they figure out how to complete them as best they can.   Often this means replicating existing
facilities in the architecture, which leads to inconsistencies in the user
experience, performance problems, and a general mess.   And you thought training was expensive.”
 That line is the exact truth.   Just ask our friend’s son at Shalesforce.com.   His managers—if they exist—ought to read
this book.
 In fact, anybody who wants to start a company,
or work for a company, or build a company, or invest in a company, ought to
read this book, because that’s not the only hard-learned truth in here.
 Some others include:
 “In high-tech companies, fraud generally
starts in sales due to managers attempting to perfect the ultimate local
optimization [i.e. optimize their own incentive pay].”
 “The Law of Crappy People states: For any
title level in a large organization, the talent on that level will eventually
converge to the crappiest person with the title.”
 “The world is full of bankrupt companies with
world-class cultures.   Culture does not
make a company…. Perks are good, but they are not culture.”
 “Nobody comes out of the womb knowing how to
manage a thousand people.   Everybody
learns at some point.”
 “The first rule of the CEO psychological
meltdown is don’t talk about the psychological meltdown.”
 And maybe the best of all, because it encapsulates
so much of what the book is about: “Tip to aspiring entrepreneurs: If you don’t
like choosing between horrible and cataclysmic, don’t become CEO.”
 This book, on the other hand, is a choice between good
and great, so read it.
Jeff Matthews
Author “Secrets in Plain
Sight: Business and Investing Secrets of Warren Buffett”
(eBooks on Investing,
2013)    $4.99 Kindle Version at
Amazon.com
©
2014 NotMakingThisUp, LLC              
The
content contained in this blog represents only the opinions of Mr.
Matthews.   Mr. Matthews also acts as an
advisor and clients advised by Mr. Matthews may hold either long or short
positions in securities of various companies discussed in the blog based upon
Mr. Matthews’ recommendations.  This
commentary in no way constitutes investment advice, and should never be relied
on in making an investment decision, ever. 
Also, this blog is not a solicitation of business by Mr. Matthews: all
inquiries will be ignored.  And if you
think Mr. Matthews is kidding about that, he is not.  The content herein is intended solely for the
entertainment of the reader, and the author.
Categories
Uncategorized

The Revolution Will Proceed, With or Without Holman Jenkins Jr.

 Once again, Holman Jenkins Jr. is defending
the bad guy, this time in “Tesla Seeks Loophole, Not a Revolution” (see here
for our previous beef with the Wall Street Journal op-ed page writer).
 The “bad guy” Jenkins sticks up for in this
weekend’s op-ed is not an individual, however, but rather the system of
entrenched car dealers who have tried to shut out Tesla from selling its cars
direct to consumers, with no “franchisee” in between, in various states around
the country.
 What’s wrong with selling cars direct?  According to Jenkins, nothing, really.   He agrees the dealers are only “protecting
their anticompetitive interests” by shutting down Tesla-owned outlets.
 But the way Jenkins sees it, Tesla CEO Elon
Musk doesn’t really want to open up the system, he’s just “browbeating a few
states into carving out friendly exceptions for Tesla.”
 What bugs him even more is that Tesla’s
electric-car buyers benefit from federal and state tax rebates, although if Jenkins
had ever spoken with an actual Tesla owner (which hasn’t seemed to cross his
mind) he would discover that none of them bought the car for the tax credits:
they bought it because it’s a great car that happens to recharge (and download
software upgrades) while they sleep, no gasoline required.
 As often in Jenkins’ pieces, there is fuzzy
logic to his knee-jerk defense of the bad guy: in this case, he uses the fact that
GM has been selling direct in Brazil “for a decade” to make the case that what
Tesla is doing is somehow less-than-ethical—but it’s not fathomable the way
it’s written.
 Go ahead, try to figure out how this fits:
 His [Musk’s] bluster about a
politically-favored gasoline oligopoly resisting its doom rings even hollower
given that GM already has been practicing for a decade in Brazil the
direct-sales approach that Mr. Musk preaches. Everybody wins: Buyers are
willing to pay more for a car if they can get exactly the trim package they
want rather than settling for the closest available facsimile on a dealer’s
lot. Chopped out of everyone’s overhead is the enormous cost of maintaining a
wide dealer inventory.
 But direct-sale may work better with an
entry-level car like the Chevy Celta that GM sells in Brazil or a hobbyist item
like Tesla peddles to dilettantes and early adopters.   Once Tesla makes its hoped-for transition
from a niche business to a volume manufacturer, with mainstream customers who
expect to make serious demands on the product, even Mr. Musk has suggested a
franchise dealer network may be the way to go. If so, expect much of his
current rhetoric to disappear down the memory hole though he’s quite right on
the substance of his critique of dealer-protection laws.
 If anything, the fact that GM sells direct in
Brazil should be enough to satisfy both Jenkins and the American powers-that-be
that selling cars direct will not end the world as we know it.   But Jenkins doesn’t see it that way. 
 He’s sees Tesla as “a hobbyist item,” a toy
for rich people—hypocrites who depend on tax favors to show off on weekends.
 But the Tesla is no “hobby.”   In 2013, as Jenkins would know if he did a
little research, the Tesla Model S outsold its luxury class peers sold by
Mercedes, BMW, Lexus, Audi and Porsche.
 And Elon
Musk is no hobbyist.
 As, again, Jenkins would know if he did a little research, it was Elon Musk who, at the same time he was gearing up Tesla (and paying off the government’s
loan faster than his internal combustion engine counterparts), found the time
to create SpaceX, which has already accomplished something that a) nobody thought
possible and b) ought to appeal to Jenkins’ private sector instincts: he brought
the cost of launching satellites down by more than half, and helped NASA resupply
the space station in the process.
 And he did it faster than any government-subsidized, Washington lobby-dependent Lockheed or Raytheon could have done it. 
 The revolution will not be broadcast on the
editorial pages of the Wall Street Journal if Holman Jenkins has anything to do
with it.
Jeff Matthews
Author “Secrets in Plain
Sight: Business and Investing Secrets of Warren Buffett”
(eBooks on Investing,
2013)    $4.99 Kindle Version at
Amazon.com
©
2014 NotMakingThisUp, LLC              
The
content contained in this blog represents only the opinions of Mr.
Matthews.   Mr. Matthews also acts as an
advisor and clients advised by Mr. Matthews may hold either long or short
positions in securities of various companies discussed in the blog based upon
Mr. Matthews’ recommendations.  This
commentary in no way constitutes investment advice, and should never be relied
on in making an investment decision, ever. 
Also, this blog is not a solicitation of business by Mr. Matthews: all
inquiries will be ignored.  And if you think
Mr. Matthews is kidding about that, he is not. 
The content herein is intended solely for the entertainment of the
reader, and the author.
Categories
Uncategorized

Ebay’s Got the Guy Who Helped Pioneer the World Wide Web, the Guy Who Created the Online Auctions Business, the Guy Who Helped Steve Jobs Save Apple, the Guy Who Dreamed Up Quicken, and the Guy Who Turned Around eBay on its Board; Who’s Icahn Enterprises L.P. Got?

 Carl Icahn is—and he likes to be told this—a great
investor.
 Billions of dollars of value—literally, billions—have
materialized not just in Carl’s own pocket and those of his fellow investors in
Icahn Enterprises L.P., but also in the Charles Schwab and Fidelity Investment
accounts of investors across America, thanks to Carl’s prodding, poking and
pushing around of companies that show up on his value screen.
 They can be great companies with enormous cash
piles and technology smarts such as Apple, which Wall Street suddenly worries
will become a has-been like, say, Motorola; and they can be once-great
companies like Motorola itself.
 And they can be companies like eBay that are still
growing, still generating new users every day, and still throwing off cash—both
from its famous online auction business (the “eBay” side of the company), and
from its less famous, behind-the-scenes payments business (the “PayPal” side of
the company)—but where splitting up those businesses might put even more money
in Carl’s pockets.
 Carl got into eBay the way he often gets into
his targets: buying options on eBay stock “in size,” as traders say, late last
year.  He now controls, we are told, 2.2%
of the company. 
 And small though that position is, Carl is doing
what he always does when he buys into a target: he is whining.  Big time.  
In letters, in tweets and on CNBC.
 More than that: he is attacking the behavior
of not only eBay’s CEO, John Donahoe—the man who engineered the turnaround of a
company that many on Wall Street had left for dead at the hand of Amazon.com years
ago—but of Donahoe’s fellow eBay board members, including Marc Andreessen, the
genius who helped launch Netscape, Scott Cook, the genius who created Quicken,
and Pierre Omidyar, the genius who created eBay.  Oh, and Fred Anderson, the genius who helped
save Apple during its own dark days… 
 Now, the average outsider might think eBay
shareholders around the world are overjoyed at Carl’s sudden attention to their
company.  After all, the stock is up
about 9% since his investment became public—thereby “creating value for
shareholders,” as Wall Street types like to say.  
 And Carl himself sites an investor survey
conducted by “Bernstein Research” confirming that “a majority of eBay
shareholders responding to the survey” are on his side when it comes to ridding
eBay of what he depicts as a corrupt, self-dealing, Machiavellian board.  
 After years of being lost in the wilderness,
it seems, eBay shareholders are on their way to the Promised Land thanks to one
of the truly great value-creators of our time.
 Now, Carl did not disclose the sample size of eBay shareholders that “Bernstein Research” surveyed, but we can say with certainty that it was
not 100%: nobody called here.
 Furthermore, a 9% jump in a few weeks—based on
the antics of a short-term shake-up artist—is actually small change to eBay
shareholders who bought into eBay after John Donahoe became CEO of the company following
years of degradation in the eBay auction platform, market share losses and
investment underperformance bequeathed by Donahoe’s predecessor.
 Indeed, those investors who saw the value in
eBay after Donahoe began to roll up his sleeves and get to work from the
inside—many years before Carl decided it looked cheap enough to buy on the
outside—were able to acquire one of the world’s most profitable and growing internet
franchises at a mere 13-times forward earnings (and not “adjusted” earnings,
either: 13-times just plain net after-tax earnings) and less than 10-times
actual, real, cash flow.
 Even better: as things turned out, the patient
shareholder who bought eBay back then was paying less than 8-times the earnings
eBay would deliver by 2013, well after Donahoe’s turnaround had begun to take
effect. 
 You can’t buy a bankrupt steel company for 8-times
earnings in today’s market, what with all the money flying around, let alone a
highly profitable, growing, global business.
 So life has been good for those eBay
shareholders who trusted their cash to John Donahoe way back when, before Carl
decided the company was a laggard and needed his magic touch.
 And those same shareholders might be forgiven
if they do not trust Carl’s sudden and belated interest in their company,
because they know his magic touch comes in the form of what Stephen Stills once
called “the fisted glove.” 
 Carl, you see, has a chip on his
shoulder.  Maybe even a chip on both
shoulders.
 He doesn’t like the frat-boy,
silver-spoon-type college grads who move up the corporate ranks simply because
they are likeable, friendly guys who happen to know the right people. 
 It’s just his thing.  Carl does not like the corporate
clubhouse.  
 And that’s understandable: his first attempt to
infiltrate the corporate clubhouse in a big way—Trans World Airlines—ended
badly, for pretty much everybody except Carl Icahn.  You can read the gory details here, but the entire
4,100 word article might be best summed up by its third paragraph:
 Ask any ex-staffer what went wrong with the
airline, and you’ll get one answer: Carl Icahn, the corporate raider who took
over TWA in 1985 and systematically stripped it of its assets.
 So when Carl unleashes his fisted glove on a
company, they better be nice.  Tim Cook at
Apple was nice: he listened to Carl, bought some stock back and had dinner with
the man.   As a result, Carl tweeted friendly things
about Tim Cook, even boasting about having dinner with Tim, like—well, like a
frat boy boasting about having dinner with the College President.
 John Donahoe, apparently, was not as nice to
Carl as Tim Cook, so Carl is mad.
 Hence the torrent of abuse in letters, tweets
and on CNBC, all centered around accusations that one board member passed along
corporate secrets to other board members; that the other board members used those
secrets to compete against eBay; that eBay sold Skype at a lowball price to one
of those secret-abusing board members; and that the entire eBay board of directors
is a cesspool of bad corporate governance.
 As is often the case with Carl, the evidence he
delivers to prove his points ranges from damning—particularly the sale of Skype
at what does look in hindsight like a fire-sale price to an investor group that
included the venture firm of an eBay board member—to downright amusing (he quotes
an “eloquent” web site columnist in one salvo, and a “prominent technology
writer” in another—like, who cares what they think?)
 But as any investor who bought eBay stock
during the dark days, many years before Carl noticed it looked undervalued, would recall, Carl’s narrative of the Skype transaction is flat out wrong.
 An eBay investor from those days would recall
that, for starters, 2009 was not an easy year to sell any business, let alone a
“dotcom” business.  Lehman had collapsed seven
months before eBay announced plans to spin off Skype to shareholders, and the
world as we know it had very nearly ended. 
Banks weren’t lending, investors weren’t buying, and money was
scarce. 
 Even the great Carl Icahn wasn’t buying eBay
stock, cheap as it was.   Nor was he
interested in Skype, valuable as he now sees it to be, for that matter.
 The same long-term investor would also
remember that eBay had written down the value of Skype to less than $2
billion—and yet managed to reach a deal that brought it $2 billion for only 70%
of Skype, keeping a 30% share of Skype for eBay’s shareholders.  If the new owners managed to increase the
value of Skype, eBay shareholders would benefit.
 The same investor would remember—vividly—the
huge snag that nearly brought the deal down after it was announced, when
Skype’s founders filed preliminary injunctions to prevent the sale.  Knowing how IP battles can kill a technology
business, that investor would recall how the legal battle nearly scuttled the whole
thing.  
 Not to mention that thanks to the eBay board’s
decision to keep 30% of Skype for shareholers, the total price recognized by eBay after
it was later sold to Microsoft would amount to $4.75 billion, for a business
that eBay carried for less than $2 billion on its books at the time of the
initial sale eighteen months before.
 Since Carl wasn’t, it seems, paying attention
to eBay back then, it’s understandable he doesn’t recall the history of the
Skype transactions, and why eBay shareholders at the time were happy to part
with the distraction of a business that didn’t fit with the core auction
business, or even the burgeoning PayPal payments business—at a price almost
double its purchase price and more than double its value on eBay’s books at the
time it was sold.
 It’s also understandable that Carl—who as we
have seen likes to quote people, even random columnists, when it fits his
opinion—didn’t quote the Wall Street analyst who, at the time of the initial
sale of Skype in September 2009, said the price was “something of a surprise,”
being higher than the carrying value on eBay’s books.   
 “A 14X deal multiple on EBITDA,” the analyst
explained, “would seem to be a high multiple.” 
Long-term investors recall that eBay’s stock was trading for less than
10X EBITDA at the time, so 14X seemed very
good.
 Nor did Carl quote the September 9, 2009
American Banker reporting on the sale of Skype “to private investors for a higher-than-expected price [emphasis
added].”
 None of those facts—the environment in which
the transaction was carried out, the value eBay’s board extracted by keeping a
piece of the action, and the general praise the deal received at the time—enters into Carl’s diatribe against eBay’s CEO and its directors, because those facts
would contradict his entire thesis.
 We said at the start that Carl Icahn has—and
he will be the first to remind you of this—created a lot of value in his life.
 Granted, the value he has created is not the
tangible, Steve Jobs-type of value that actually helps people get through the
day better, or faster, or easier, or less expensively than their parents did…the
way eBay board member Scott Cook—the ex-P&G brand manager who sat down at
his kitchen table and decided to create a product, Quicken—did.
 And it isn’t the kind of value that opens an
entire new world…like that thing called the Internet, for which eBay board
member Marc Andreessen helped create one of the first browsers and changed
pretty much every life around the planet.
 Nor is it the kind of value that eBay board
member Fred Anderson brought to Apple when, as CFO, he helped figure out how to
fund the business by outsourcing production to low-cost manufacturers—this was
back in the day when computer companies made
their own
boxes, by gosh—thereby turning Apple into a cash flow machine
that would, one day, attract the attention of great investors like Carl Icahn,
who saw at $500 a share something in Apple he did not see at $14 a share, where
the stock was when Fred Anderson finally retired after transforming the way
technology companies were run.
 And it isn’t the kind of value that Pierre Omidyar
brought to, literally, the entire world when he helped connect collectors,
small businesses and just plain folks around the world on a simple platform he
wrote himself and named eBay.
 No, Carl doesn’t create “value” in the sense
of making life better for everyday people.  
He creates money for his investors and for the shareholders of his
targets who go along for the ride, and for his fellow investors in Icahn
Enterprises LP.
 Ah, and what is Icahn Enterprises L.P.? 
Well, it is a limited partnership.  A massively successful one, of course.
 Like eBay, it is publicly traded—meaning anyone
can buy into it and hitch a ride with Carl on his quest for “underperforming”
public companies he can push around.
 Like eBay, it reports quarterly and annual
results and holds quarterly conference calls with Wall Street analysts.
 And, like eBay, Icahn Enterprises has a board
of directors and a chairman.  
 The board chairman’s name is familiar to the
world—maybe more familiar than Fred Anderson, Pierre Omidyar, Scott Cook and
Mark Andreessen combined: his name is Carl C. Icahn.
  The rest of the board of Icahn Enterprises
L.P. is less familiar.
  Of the six directors not named Carl
Icahn, there is a man who serves as “the Chief Operating Officer of Icahn
Capital,” was “Controller at Icahn Associates Holding LLC” among other jobs, and
“has been employed by Icahn Enterprises and its affiliates for 10 years.”  He also serves on the boards of two companies
“indirectly controlled by Carl C. Icahn.”
 There is another man who has “significant
business experience and a leadership role as a director in various companies
including certain of our [Icahn Enterprise L.P.] subsidiaries.”
 There is yet another man who serves as a
director of “a company in which Mr. Icahn has an interest,” and who also serves
as director of “an externally managed, closed-end management investment
company”—which a corporate governance maven would be forgiven for wondering if
being a director of one investment company while on the board of an activist
limited partnership investment management firm like Icahn Enterprises L.P.
might not put him in the position of the kind of head-spinning
conflict-of-interest Carl Icahn claims the eBay board members have.
 There is another man who “served in a variety
of executive positions at Lear Corporation” from “2003 until July 2009,” which
happens to be the same month Lear filed for bankruptcy, and who has—like the
others—been a director of entities “each indirectly controlled by Carl C. Icahn”
(in this case, six such entities.)  And another man who has  
“served as a director and Chairman of the audit committee of several of our [Icahn Enterprises L.P.] operating segments…” 
 There is, finally, a man who has worked at
Icahn Enterprises L.P. since 2006, and has served on the boards of nine entities that “each are indirectly
controlled by Carl C. Icahn.”
 No doubt they are, to a man, highly accomplished and excellent in their roles.  But a corporate governance maven, reading those biographies and not knowing of Icahn Enterprise L.P. and its sterling track record, might
be reminded of Mr. Potter’s comment on the Bailey Building & Loan’s sorry corporate governance practices in It’s a Wonderful Life: “You see, if you shoot pool with
some employee here, you can come and borrow money.”
 Now, any shareholder of eBay would certainly be
forgiven for remembering what Carl Icahn did with the once-proud Trans World
Airlines and shuddering at the prospect of him getting his hands on the steering
wheel at eBay.
And certainly
any shareholder of eBay ought to be forgiven if they look at that list of
directors at Icahn Enterprises L.P. and scratch their heads, wondering “Who the
heck is this guy telling us how terribly conflicted our board of directors is?”
 They may well wonder why it is that every
single director
on the board of Icahn Enterprises L.P. who is not named Carl
Icahn has connections to various Carl Icahn-related enterprises, while Carl
himself—with a straight face—attacks their board for interconnections that he
believes would cause them to seemingly lose all sense of business judgment when
it comes to their duties as board members of a publicly traded entity.
 But more than that, in reviewing that list of directors at
Icahn Enterprises L.P., they might very likely be reminded of what PIMCO CEO Bill Gross famously said
to his erstwhile business partner, Mohammed El-Erian, as reported in a recent
Wall Street Journal story about the behind-the-scenes breakup of the two men:
 “I have
a 41-year track record of investing excellence,” Mr. Gross told Mr. Mohamed
El-Erian, according to the two witnesses. “What do you have?”
  And comparing the eBay directors to the Icahn
Enterprises directors, eBay’s shareholders might well think:
 “So we’ve got The Guy Who
Helped Pioneer the World Wide Web, the Guy Who Created the Online Auctions
Business, the Guy Who Helped Steve Jobs Save Apple, the Guy Who Dreamed Up
Quicken, and the Guy Who Turned Around eBay on our Board
.   Who’ve you got?”
Jeff Matthews, eBay
shareholder since November 11, 2009.
Author “Secrets in Plain
Sight: Business and Investing Secrets of Warren Buffett”
(eBooks on Investing,
2013)    $4.99 Kindle Version at
Amazon.com
©
2014 NotMakingThisUp, LLC  
The
content contained in this blog represents only the opinions of Mr.
Matthews.   Mr. Matthews also acts as an
advisor and clients advised by Mr. Matthews may hold either long or short
positions in securities of various companies discussed in the blog based upon
Mr. Matthews’ recommendations.  This
commentary in no way constitutes investment advice, and should never be relied
on in making an investment decision, ever. 
Also, this blog is not a solicitation of business by Mr. Matthews: all
inquiries will be ignored.  And if you
think Mr. Matthews is kidding about that, he is not.  The content herein is intended solely for the
entertainment of the reader, and the author.
Categories
Uncategorized

Buffett Gives a Shout-Out, Nobody Hears It

 Well the New York Times didn’t mention it, and
the Wall Street Journal didn’t mention it, and for all we know the Arkansas
Gazette didn’t mention it, either, so we’ll mention it: the
giant shout-out Warren Buffett gave to
Bank of America in today’s letter to shareholders.  (Turns out Carol Loomis was right on it in Fortune, here, but still…) 
 Until now, we avoided writing anything about the Buffett letter because his annual missive to shareholders has clearly
“jumped the shark,” what with the universal breathless front-page coverage, not to mention
bloggers “live-blogging” the letter like a World Cup final.
 But despite all the coverage there was one glaring absence, a statement that seemed to us to be the most interesting, unexpected statement in the document, and it comes where
you least expect it—in his discussion of Berkshire’s stock investments.
 Now, most of
these are stocks Berkshire has owned for years, and in some cases decades, and the table listing the stocks is familiar to anybody who has paid the least bit of attention to Berkshire Hathaway.
 And this year, as in years past, the table shows American Express, Coke, Goldman Sachs, IBM, Wells Fargo and others.
 But in the text following the table, Buffett makes sure to point out that the table excludes Berkshires warrants to buy 700
million shares of BAC “at any time prior to September 2021 for $5 billion.”
 Buffett notes the shares have a current value close to $11 billion, and says flatly, “we are likely to
purchase the shares just before expiration.”
 Then comes the clincher:
“It is important for you to realize that Bank
of America is, in effect, our fifth largest equity investment and one we value
highly.”
 Thus at current market prices, Berkshire
Hathaway owns (and values “highly”) a Bank of America position the size of which is 5-times its infamous Goldman Sachs stake, almost triple
its U.S. Bancorp position, and more than its Wal-Mart and Procter & Gamble holdings combined.
 Only Wells Fargo ($22 billion), Coke ($17
billion), AMEX ($14 billion) and IBM ($13 billion) are bigger.   
And we know how Buffett feels about those…
 …which tells Berkshire shareholders quite a
lot about what Warren Buffett thinks of Bank of America.
 For the record, while we never recommend
stocks on these virtual pages—or suggest shorting them, for that matter—the footnote
that always accompanies these columns applies in spades to Bank of America.
 But even if it didn’t, that would still strike
us as the most interesting shout-out nobody heard in Warren Buffett’s 2013
shareholder letter.

Jeff Matthews
Author “Secrets in Plain
Sight: Business and Investing Secrets of Warren Buffett”
(eBooks on Investing,
2013)    $4.99 Kindle Version at
Amazon.com
©
2014 NotMakingThisUp, LLC              
The
content contained in this blog represents only the opinions of Mr.
Matthews.   Mr. Matthews also acts as an advisor
and clients advised by Mr. Matthews may hold either long or short positions in
securities of various companies discussed in the blog based upon Mr. Matthews’
recommendations.  This commentary in no
way constitutes investment advice, and should never be relied on in making an
investment decision, ever.  Also, this
blog is not a solicitation of business by Mr. Matthews: all inquiries will be
ignored.  And if you think Mr. Matthews
is kidding about that, he is not.  The
content herein is intended solely for the entertainment of the reader, and the
author.
Categories
Uncategorized

IBM: “No, Really, We Love Our Customers! Honest! Wait! Come Back!”

 Well the IBM 2013 10K is out, and it kicks off with what can only be described as a
180-degree turn in the way the company presents itself to the public.
 As we pointed out here and here, IBM has spent
the last five years presenting itself to the public as a
shareholder-friendly—indeed, shareholder-obsessed—dividend-and-buyback machine
that prided itself on jacking up margins (both gross and net) by swapping in
and out of business lines,  “rebalancing” its workforce (i.e. layoffs), and avoiding the taxman however (and wherever—e.g.
The Netherlands) the laws allowed it to.
 But that was last year.
 This
year, it seems, IBM is a new company.   
 Gone from the “Strategy” declaration in the opening pages of the 2013 10K is  the previous year’s braggadocio about “sustained
earnings per share growth and strong cash generation” on the backs of customers
whose main role seemed to be to hand cash to IBM in return for the pleasure of
watching IBM’s stock price rise on the strength of ever-increasing EPS, thanks mainly to share
repurchases from all that cash.
 In its place is a new “purpose,” which, we are
told with a straight face, is “making our company essential to clients,
employees, partners, investors and communities.”
 (Note to Wall Street: you no longer rank first
on IBM’s list of pals—you now rank fourth.)
 Lest readers think we are
making up this 180 turn in the infamous IBM “Roadmap,” we provide below the deletion (in red type) from the 
“Strategy” discussion in Part 1, Item 1, of IBM’s 2012 10K, followed by its replacement (in green type) in IBM’s newly released 2013 10K.  (Both thanks to the indispensable StreetEvents
“Daily Delta” service.)

 Old IBM:

 New IBM:





 Meet the new IBM—way different than the old IBM!



Jeff Matthews
Author “Secrets in Plain
Sight: Business and Investing Secrets of Warren Buffett”
(eBooks on Investing,
2013)    $4.99 Kindle Version at
Amazon.com
©
2014 NotMakingThisUp, LLC              
The
content contained in this blog represents only the opinions of Mr.
Matthews.   Mr. Matthews also acts as an
advisor and clients advised by Mr. Matthews may hold either long or short
positions in securities of various companies discussed in the blog based upon
Mr. Matthews’ recommendations.  This
commentary in no way constitutes investment advice, and should never be relied
on in making an investment decision, ever. 
Also, this blog is not a solicitation of business by Mr. Matthews: all
inquiries will be ignored.  And if you
think Mr. Matthews is kidding about that, he is not.  The content herein is intended solely for the
entertainment of the reader, and the author.