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Department of Business & Management Chair of Structured finance Academic Year 2017/2018 Value investing in Italy: The Berkshire Hathaway and Cattolica Assicurazioni case study Relator Prof. Riccardo Bruno Correlator Prof. Luigi Gubitosi Candidate Eraldo Barosini Id Number 686491

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Page 1: Value investing in Italy - Luiss Guido Carlitesi.luiss.it/22574/1/686491_BAROSINI_ERALDO_Eraldo... · Value investing in Italy: The Berkshire Hathaway and Cattolica Assicurazioni

Department of Business & Management Chair of Structured finance

Academic Year

2017/2018

Value investing in Italy: The Berkshire Hathaway and Cattolica Assicurazioni case study

Relator Prof. Riccardo Bruno

Correlator Prof. Luigi Gubitosi

Candidate Eraldo Barosini

Id Number 686491

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Table of Contents

Introduction ............................................................................................................................ 3

Chapter 1. Value Investing .................................................................................................... 5

1.1. History and definition .................................................................................................. 5

1.1.1. The theoretical approach .................................................................................... 10

1.1.2. The practical methodology ................................................................................. 13

1.1.3. Main metrics and Graham’s 7 Golden rules ....................................................... 16

1.2. Investors or Speculators, Contrarian or Momentum? ............................................... 21

1.2.1. Value investors Vs Growth investors ................................................................. 22

1.2.2. Value investing and the long term historical cycles ........................................... 25

1.2.3. Index funds as best Investments ......................................................................... 28

Chapter 2. Main tractions and Warren Buffett’s holding .................................................... 32

2.1 Dividends, ESG and Active ownership ...................................................................... 32

2.1.1. Four Rules to earn via Dividends ....................................................................... 32

2.1.2. ESG: Equity performances and Active ownership ............................................. 38

2.2. Berkshire Hathaway Inc.: History and investing activity ......................................... 42

2.2.1. Berkshire Hathaway Shares A and B ................................................................. 46

2.2.2. Berkshire Hathaway Inc.’s main investments in 2017 ....................................... 52

Chapter 3. Value investing in Italy ...................................................................................... 55

3.1. FTSE-MIB Index stocks that pass the Buffett test .................................................... 55

3.1.1. Cattolica Assicurazioni and its acquisition ......................................................... 59

3.1.2. Cattolica’s share price and market capitalization ............................................... 66

3.2. Corporate governance as a key driver in Buffett’s model ......................................... 72

3.2.1. The value of corporate governance at Cattolica ................................................. 74

3.2.2. The unification of Ownership and Control at Cattolica ..................................... 80

Chapter 4. Conclusions ........................................................................................................ 85

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Summary .............................................................................................................................. 89

Appendix ............................................................................................................................ 105

Bibliography ...................................................................................................................... 129

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Introduction

The work addresses the relevance Value investing has had since its development and the

validity this approach keeps maintaining still today. Over the past 100 years, the Value

Investing strategy has proven to outperform returns on all major equity markets.

Unfortunately, I haven’t had any opportunity to attend a specific Value investing based

academic course, nor during my studies in Italy neither in Europe. In fact, the Value investing

strategy, that was developed in 1920 at the Columbia Business School in the United States

of America, is more common among American universities and companies. Therefore, my

project has the objective to spread the Value investing culture among Italian students and

demonstrate that the Italian companies have much Value to create for local and international

institutional investors.

The project, driven by a top-down analysis, is structured in four main sections:

Chapter 1 focuses on the history of Value investing and the role of its promoters: it presents

the principal theoretical concepts and practical applications that allow an effective

understanding of this strategy.

Chapter 2 contains the topics linking the general study of the strategy presented in Chapter

1 and the chosen technical analysis, which will constitute the last part of the dissertation: it

considers the main tractions and the investing company Berkshire Hathaway Inc., taken as

major example of Value investor.

Chapter 3 analyses Value investing in the Italian market with a focus on the acquisition of

Cattolica Assicurazioni: it attempts to understand the reasons why Berkshire Hathaway Inc.

preferred to invest in the Italian insurance company over other potential targets available.

Chapter 4, finally, will report my main conclusions derived from the analysis.

The first section, so, introduce Value investing under a historical perspective and point out

the main protagonists, Benjamin Graham and Warren Buffett. The difference between Value

investing and Growth investing, which is nevertheless more practiced, will be remarked.

Value investing proposes buying shares that the market offers at a significant discount

compared to their intrinsic value, with the objective to create value in the long term. Growth

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investing, conversely, leads the investor to prefer high priced stocks with growth prospects

above average in the short term.

In the second part, great attention will be brought towards dividends, ESG and active

ownership. These concepts, in fact, are all linked together and are fundamental to Value

investors. It has been studied that Environmental, Social and Governance (ESG) investing is

positively correlated to equity performances, and so dividends, and that an active ownership

is necessary to effectively influence corporate governance and business performances.

Berkshire Hathaway Inc., which was a Value investment itself because its share price at time

of Buffett’s acquisition in 1962 was undervalued, plays a central role to understand the

project’s analysis. It has got two different shares classes and a very wide and diversified

portfolio, which make Warren Buffett one of the most successful investors ever existed and

wealthiest man in the world.

The third Chapter, will focus on the FTSE-MIB companies which present metrics that

Warren Buffett as Value investor considers interesting. Main attention will be brought over

Cattolica Asssicurazioni which on the 6th of October 2017 was acquired by Warren Buffett’s

holding. This acquisition represented a Value investment as well because its share price was

undervalued. Berkshire Hathaway Inc. is the first shareholder of the insurance company and

it will be relevant to discover what drove the American holding to prefer the shares of the

nominated firm over others from the same industry, thanks to a comparative analysis. On the

one side, the study highlights the importance for Berkshire Hathaway to have the chance to

influence the corporate governance in the long run. On the other, the holding’s passive

approach, which seem to be less efficient, will prevail considering the switch in the

governance from a traditional to a monistic system adopted by the insurance company.

In conclusion, Cattolica Assicurazioni is a practical example of Italian company that can

create value for investors. Even if the acquisition could be properly evaluated just in a long

horizon, it is possible to affirm that until June 2018, it has created an upside for the

nominated Value investor. This project has discovered the presence of some contradictions.

If the ability to influence the corporate governance is generally maximising shareholders’

value for those investors who are actively involved in the company’s decision making

processes, then Cattolica Assicurazioni’s adoption of the governance monistic system is

providing for the opposite situation. The analysis will propose a surprising result.

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Chapter 1. Value Investing

1.1. History and definition

At the beginning of the 20th century, investors were driven mainly by speculation and

privileged information. However, in 1920, two Columbia Business School finance

professors, Benjamin Graham and David Dodd theorized a revolutionary and alternative

approach in their book “Security Analysis”, first edition in 1934, recognized as the bible of

Value investing. Graham believed that research was the key to determine the true value of a

stock. Together with Dodd he developed a methodology to identify and buy undervalued

listed securities. Through their “Security Analysis” principles, they provided the first rational

basis to apply when deciding to make an investment.

In 1928, the Columbia Business school professor began teaching his new approach. For

many years, Graham continually updated the reason-based methodology, and started

teaching his course to Wall Street professionals. The course was later taught by his successor

Roger F. Murray, who also edited several editions of “Security Analysis”. Although the class

was suspended when Murray retired in 1978, Value investing has been vigorously practiced

by generations of investors who had studied with Graham and Murray over several decades.

Some became legends in investment management, including Warren Buffett, Mario

Gabelli1, Glenn Greenberg2, Charles Royce3, Walter Schloss4 and John Shapiro5.

Value investing has proven to be the most performing investment strategy ever developed,

despite the many and unpredictable changes in the economy and financial markets during

1 Mario J. Gabelli is the Chairman and Chief Executive Officer of GAMCO Investors, Inc., the firm he founded

in 1977. He is a member of Barron's All Star Century Team. 2 Glenn H. Greenberg is the Managing Director and Founder of Brave Warrior Advisors, a privately-owned

Investment Advisory firm. 3 Charles Royce is the Chairman and Chief Executive Officer of The Royce Funds, a family of mutual funds

that focuses primarily on small-cap investing. 4 Walter Schloss founded the Walter and Edwin Schloss Associates and was named by Warren Buffett as one

of The Super investors of Graham-and-Doddsville, an article promoting Value investing publishes in 1984. 5 John M. Shapiro is President of AJC and Managing Director of Chieftain Capital Management, Inc.

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the last century. Value investors’ success over the last decades recognized not only the actual

powerful of the Value approach, but also its superiority over the most widely taught and

practiced modern investment theory, which is still incumbent today.6

Benjamin Graham (London 9 May 1894 – Aix-en-Provence 21 September 1976), as already

mentioned, was an influential investor whose research in securities laid the groundwork for

in-depth fundamental valuation used today in stock analysis by all market participants. Born

in a poor family that in 1895 moved to New York, he was a brilliant Columbia student who,

at the age of 20 years, decided to give Wall Street a shot, right after his graduation. From

1936 until he retired in 1956, his opened-end mutual fund, Graham-Newman Corp., gained

at least 14.7 % per year, versus 12.2 % for the stock markets. One of the best long-term

records on Wall Street history.

“When in Doubt, Stay Out” is one of the wisest tips for the stock market suggested by

Benjamin Graham. Graham developed five core principles:

• “A stock is not just a ticker symbol or an electronic blip; it is an ownership interest in an

actual business, with an underlying value that does not depend on its share price.

• The market is a pendulum that forever swings between unsustainable optimism – which

makes stocks too expensive – and unjustified pessimism – which makes them too cheap.

The Intelligent Investor is a realist who sells to optimists and buys from pessimists.

• The future value of every investment is a function of its present price. The higher the

price you pay, the lower your return will be.

• No matter how careful you are, the one risk no investor can ever eliminate is the risk of

being wrong. Only by insisting on what Graham called the Margin of safety – never

overpaying – it is possible to minimize the odds of error.

• The secret to your financial success is inside yourself. If you become a critical thinker

who takes no Wall Street “fact” on faith, and you invest with patient confidence, you can

take steady advantage of even the worst bear markets. By developing your discipline and

courage, you can refuse to let other people's mood swings govern your financial destiny.

In the end, how your investments behave is much less important than how you behave.”7

6 Columbia Business School, “The Heilbrunn Center for Graham & Dodd Investing - Value Investing History” 7 Graham, Benjamin, 1949 (revised edition), “Graham’s core principles”, “The intelligent investor”

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Benjamin Graham is, therefore, considered the undisputed father of Value investing, the

investment philosophy that considers the fundamental data of the stocks, as well as the

inspiring master of Warren Buffett, the greatest living investor. After the death of Benjamin

Graham in 1976, Warren Buffett wrote the “Financial Analyst Journal”, a short

remembrance of the man that, except his father, mostly influenced his life. He reports

Graham’s everyday hope to do “something foolish, something creative and something

generous”.

Warren Edward Buffett (Omaha 30 August 1930) is considered the best Value investor of

all times, nominated the “Oracle of Omaha”. He considers Benjamin Graham’s “The

Intelligent Investor”, the best book about investing ever written. His opinion on that is as

follows: “To invest successfully over a lifetime does not require a stratospheric IQ, unusual

business insights, or inside information. What’s needed is a sound intellectual framework

for making decisions and the ability to keep emotions from corroding that framework. This

book precisely and clearly prescribes the proper framework. You must supply the emotional

discipline.”

The two main books in which Benjamin Graham expresses his thoughts and strategies are,

in fact, “The Intelligent Investor” and “Security Analysis”, considered the basis of the Value

investing. Through them he states that investors need to direct their investments towards

shares of companies with great financial stability, solid fundamentals and excellent growth

prospects for their business. His rational and logical approach to equity investment is

undoubtedly far away from the approach of most investors, but the performances recorded

by his management, and especially that of his disciple Buffett, have been extraordinarily

superior to those of the Standard & Poor 500 index, not only in the entity, but also for

consistency over time.

The advice of Graham, always followed by Warren Buffet, is to neglect the temporary

fluctuations of the market and focus on the long-term growth of winning businesses. This

advice could be summarized with the famous parable of Mr. Market, reported on his book

“The Intelligent Investor” which describes the irrationality that drives stock markets.

“Imagine that you own a small stake in an unlisted business that cost you $ 1000. One of

your partners, called Mr. Market, is very willing to help you. Every day he tells you what he

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thinks your share is worth and offers both to buy it and to sell it with an additional income.

Sometimes its value estimate seems plausible and justified by the expected business

developments and prospects for how you know them. Often, on the other hand, Mr. Market

allows his enthusiasm or his fears to seize him and the value he proposes seems foolish to

you.

If you are a prudent investor or a judgmental business man, will you allow Mr. Market's

daily valuation to determine your judgment of the $ 1000 invested in the company? Only if

you agree with him, or if you want to do business with him. You can be happy to sell them

when he offers you a ridiculously high price and equally happy to buy from him when the

price is low. But in the rest of the time you will be wiser to make yourself an opinion on the

value of your shares, based on the company's reports on its operations and financial position.

The real investor is in that condition when he owns shares of a listed company. He can take

advantage of the daily market price or leave it alone, as dictated by his own judgment and

inclination. He must take cognizance of important price movements, for which otherwise his

judgment will have nothing to work on.

Conceivably they may give him a warning signal which he will do well to sell. In our view,

such signals are misleading at least as often as they are helpful. Basically, price fluctuations

have only one significant meaning for the true investor. They provide him with an

opportunity to buy wisely when prices fall sharply and to sell wisely when they advance a

great deal. At other times, he will do better if he forgets about the stock market and pays

attention to his dividend returns and to the operating results of his companies”.

To properly understand the parable, it is important to notice that even if the deal between

“you” and Mr. Market may have stable economic characteristics, the prices of Mr. Market

will not be stable at all.

Sad to say, in fact, “your” poor partner suffers from incurable psychological problems caused

by the “bipolar-depression” that makes him a person in perennial alternation of emotional

euphoric and depressive states. Sometimes Mr. Market feels euphoric and can only see the

favourable factors that influence your business. When it is in that state, the price it offers is

very high because it fears that “you” will tear its share, robbing it of imminent gains. At

other times he is depressed and, considering the future, he can only see trouble for “your”

business and for the world. In these moments, he will set prices very low, terrified by the

idea that “you” are about to give him “your” share.

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Mr. Market has another pleasant feature: he does not get offended if he is ignored. If today's

quotation is not of “your” interest, tomorrow he will propose “you” a new one. Each

transaction is at “your” discretion. And clearly, under these conditions, the more his

behaviour is driven by “bipolar-depression”, the better it is for “you”.8

It is commonly known, in fact, that the stock market is subject to large and recurrent

fluctuations. The intelligent investor should be interested in the possibility of taking

advantage of these movements. There are two main ways to do this:

1. Timing

Timing consists in the intent of predicting the future trend of the market, to buy when it

is expected to go up and sell when it is expected to go down; unfortunately, it is very

difficult to predict the correct future trend of the market and any intent falls within the

definition of speculation, which in many cases causes losses.

2. Pricing

Pricing consists of buying the shares when they are listed below their intrinsic value and

selling them when they rise above this value; the difference between the purchase price

and the intrinsic value constitutes the Margin of safety, which the wider the better – the

concept of Margin of safety will be analysed in the next pages. The Pricing approach

aims at taking advantage of market downturns, so to buy when the Price / Earnings ratio

drops heavily below the historically maintained average and as close as possible to

historical lows: since “reversion to the mean is the iron rule of financial markets”, as

John C. Bogle, founder of The Vanguard Group9 says, in the long run the quotation will

return to the previous level, so the average value that the Price / Earnings ratio has

8 Graham, Benjamin, 1949 (revised edition), “The Parable of Mr. Market”, “The intelligent investor” 9 Vanguard is one of the world's largest investment companies, offering a large selection of low-cost mutual

funds, ETFs, advice, and related services. The company started its operation on May 1st, 1975 and today

manages about $ 5.1 trillion in global asset under management. It counts about 180 U.S. funds (including

variable annuity portfolios) and about 208 additional funds in markets outside the United States, and more than

20 million investors, in about 170 countries. Whether you are an individual investor or a financial professional,

or you represent a corporate or institutional investor, you can benefit from our expertise, stability, and reliable

investment approach

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historically maintained – provided that the earnings remain the same. It is important to

try to see the market downturns as an opportunity to buy securities at low and

undervalued prices.

It is quite hard to predict the exact point where the market will stop going down, but

positioning an investment at a sufficiently undervalued price can ensure that sooner or later

that investment will become profitable. It is important to remember that a bear market always

ends with a bull market, and vice versa. A less ambitious form of pricing is simply to make

sure the investor is not paying too much for his shares; this can be useful in Growth investing,

where it is sufficient to make sure that the price paid is fair and reasonable – this depends

from the reason that Growth shares are generally overvalued and therefore risky, but if

bought at the right price they can make big profits.

1.1.1. The theoretical approach

“An investment operation is one which, upon thorough analysis, promises safety of principal

and an adequate return. Operations not meeting these requirements are speculative”.

Benjamin Graham

“Security Analysis”

Figure n.1.1

Margin of safety and buy / sell conditions

Source: Denker Capital

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Value investing is the art of buying shares that the market offers at a significant discount

compared to their intrinsic value, the actual and perceived value of a company. The discount

of the intrinsic value to the market price is the Margin of safety10, that allows an investment

to be made with minimal downside risk11. When the market price is lower than the discount

to the intrinsic value, Value investors finally decide to buy and engage in a long-term Value

investment, which hopefully will create value for them. Value investors look for companies

with cheap valuation parameters, typically low multiples of their profits or assets, for reasons

that are not justified in the long run. The reasons why the stocks present lower values may

be many, but the following are the most common:

• Disappointing short-term profits

If the quarterly results are less bright than the market expected, then the stock may fall

more than the company's business conditions would require.

• Markets fall

If the whole market collapses, then it is possible that there are excellent undervalued

companies. And usually, after a collapse, there will be a recovery. In those cases,

investors really need to get a lot of patience.

• Bad News

As a stock is not meeting analysts’ expectations, bad news can have a so negative effect

that push prices to low levels that cannot be justified by the company's real business

condition.

• Cyclical fluctuations

Some sectors perform better at certain stages of the business cycle. And sectors that are

not favoured by the economic cycle can present undervalued shares.

10 Margin of safety is a principle of investing in which an investor only purchases securities when the market

price is significantly below its intrinsic value. 11 Downside risk is an estimation of a security's potential to suffer a decline in value if the market conditions

change, or the amount of loss that could be sustained because of the decline. Depending on the measure

used, downside risk explains a worst-case scenario for an investment or indicates how much the investor stands

to lose.

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The economic theory contends that the market price converges at a point where the forces

of supply and demand meet, but shocks to either the supply side or demand side can cause

the market price for a good or service to be re-evaluated. The Value investing approach

requires a contrarian mentality12 and a long-term investment horizon. The contrarian

mentality is justified by the objective of Value investors to cautiously look for companies

with undervalued stocks: it is, indeed, an objective opposite to the dominant search for

Growth stocks, carried on by most market actors.

It is assumed that in the long run stocks will return to the intrinsic value, giving the investor

the opportunity to sell and earn the value from the investment. Intrinsic value is what

financial analyst and advisors call target price in the more technical financial research and

study they accomplish. In case of underestimation, financial intermediaries will predict that

the market price, or simply the price, will be reaching a value equal to the target price soon,

and this prediction will incentive Value investors to buy stocks of the underestimated firm.

Target price, is the analysts’ price that predicts the best outcome for the investment: target

prices influences market prices because if the target price falls because of a bad quote,

investors will sell the stock making the price fall and vice versa.

It is fundamental that Value investors understand the markets they invest in. Often investors

buy shares of companies that they do not understand, and that do not present the revenue

model or even the general dynamics of the sector to which they belong. But one of the most

important rules for those who want to invest in undervalued companies is precisely to focus

on the sectors and companies that they can properly understand. Only in those circumstances

investors can get an idea of what the true value of the investment could be.

Over the past 100 years, the Value Investing strategy has proven to outperform returns on

all major equity markets. As already underlined, there are different reasons why a stock

could be traded at a discount relative to its intrinsic value. The most common reason is a

disappointing short-term profit which often results in a substantial fall in the price of shares.

Often these disappointments can produce a strong emotional reaction to investors who sell

their stocks fearing further negative developments.

12 Contrarian mentality involves hunting for stocks that are seemingly not trading up to their value potential.

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Value investors recognize two things. Firstly, most companies are, by nature, long-term and

for this reason short-term profits are often small. Secondly, they recognize that, on average,

most company profits have a constant return over time. That is, in the long run, disastrous

profit falls are often reversed and, vice versa, growths of extremely strong profits tend to

slow down.

Value investing seeks to exploit the irrational behaviour of emotional investors. Over time,

emotion remains a constant feature of equity markets and while companies available to

investors change decade by decade, the human nature of investors themselves does not. Fear

and greed always remain present and often lead to incorrect investment decisions based on

perception and emotion rather than reality.

This creates an opportunity for long-term Value investors.

1.1.2. The practical methodology

“Long ago, Benjamin Graham taught me that Price is what you pay; Value is what you get.

Whether we are talking about socks or stocks, I like buying quality merchandise when it is

marked down”

Warren Buffet

The main idea is to evaluate companies with a different method from the traditional

Discounted Cash Flow (DCF) model to determine, with less uncertainty, the intrinsic value

of the analysed share and compare it with the market price.

The Discounted Cash Flow (DCF) model requires that the value of the company is given by

the sum of the future cash flows available for investors, discounted to the Weighted Average

Cost of Capital (WACC). The value calculated in this way is subject to great variability due

to the uncertainty in the assumptions underlying the calculation: the longer the time horizon,

the greater the uncertainty. Value investors, in fact, retain that the results based on DCF

model remain subject to considerable inaccuracy. And, even if verified through alternative

valuation techniques, such as multiple or sensitivity analysis, the outcomes are based on the

same foundation, the forecast of future cash flows, so the uncertainty problem is not solved.

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Value Investing is essentially based on three parameters, all needed to get the long-awaited

intrinsic value:

1. Book Value of Assets:

In case of long future existence of the company, it will be necessary to compute the

reproduction cost of the assets, which is the costs involved with identically reproducing

an asset or property with the same materials and specifications. The objective will be

reproducing the assets to keep competing in the market with same products, brands and

strategies. So, the Book Value of each asset in the Balance Sheet must be corrected to

obtain the replacement cost of the underlying asset, adding to the valuation the value of

assets such as licenses, trademarks and research know-how.

2. Earnings Power:

Earnings Power is the business' ability to generate profit from conducting its operations

and must be extrapolated from the Income Statement of the company. It is fundamental,

in the stocks’ analysis, to assess whether the underlying company is worthy of

investment. The value of Earnings Power is given by the value of the actual Earnings, so

business margins, discounted to the Weighted Average Cost of Capital (WACC).

3. Growth Value:

Growth value is the most difficult element to evaluate, due to the uncertainty of the

forecasts. Moreover, the growth in sales or profits adds little to the intrinsic value of the

company if the firm operates in a competitive market without barriers to entry. Without

the competitive advantage, in fact, the Growth Value equals the cost necessary to finance

the growth itself, since the margin on new potential revenues cannot exceed the Return

On Investment (ROI) rate. Therefore, the Growth does not add anything to the intrinsic

value of the company. Growth generates real value only if it produces excess returns at

the cost of additional capital required: this is only possible with a protected franchise, so

when the company enjoys a sustainable competitive advantage.

The intrinsic value of the company will be then compared with the market price on the stock

exchange, which very often reflects more the volatile trend of the markets than its substantial

value. The technique is therefore based on actual and verifiable data: Book Value of Assets

from the Balance Sheet, and Earnings Power, which reflects the business margins based on

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current profits, not on future hypotheses. The growth forecast, which is at the base of DCF

applications, has a much lower weight, and remains much more explicit.

More specifically, comparing the Book Value of Assets with the Earnings Power it can be

determined if the company’s management is creating value: if the Book Value of Assets

exceeds the Earnings Power, value is being destroyed, e.g. management is not exploiting the

potential of the assets. The company is working, for example, with an excess production

capacity or with the absence of competitive advantage. If the value of the Earnings Power

coincides with the Asset Value, there is absence of competitive advantage and perfect

competition: the company is not able to remunerate the capital over the Return On equally

risky Investments rate. Finally, when the value of Earnings Power is higher than the Book

Value of Asset, the company has a competitive advantage. The difference between the two

values provides the proof that the company’s management can achieve a return on assets

superior than that of its competitors. The franchise, to exist, must be sustainable over the

long term to guarantee future returns superior than the Weighted Average Cost of capital

(WACC) and a possible profitable growth.

Once the comparison between intrinsic value and market price has been completed, a due

diligence of the target company to define its competitive position, or determine its

sustainable competitive advantage on the market is reacquired, as mentioned above.

A company has a franchise when there are barriers to entry that alienate potential competitors

or make new entrants work at a competitive disadvantage. The advantage must be

identifiable and structural and derives exclusively from the presence of at least one of the

following four factors:

1. Protection, e.g. given by patents or licenses, which make entry difficult or impossible to

competitors;

2. Advantages due to the company's ability to produce at costs lower than those of its

competitors, e.g. production technologies and lower cost of labour or capital;

3. Captive customers, who are loyal towards the company because of the habitual purchases

or the high costs of searching for alternative products;

4. Economies of scale, that reduce the unit production cost as the quantity produced

increases, together with a captive customer base. In fact, only if accompanied by

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advantages on the demand side, the economies of scale can translate into advantages of

market share, lower costs and higher margins. Attention must be paid to the fact that the

cost advantages, due to technologies, production efficiencies or licenses or patents, are

short-lived, because they are easily replicable. It is therefore necessary that the company

not only distinguishes itself in the reduction of costs and in the maintenance of

customers, but also that it is able to innovate and acquire new customers, to maintain the

captivity and defend its market share.

Again, the value of growth can be considered if and only if the company enjoys a sustainable

competitive advantage. It is fundamental to keep in mind that Earnings Power higher than

Book Value of Assets does not necessary mean Buy: in case of a well-established company,

the market price will probably be higher than the intrinsic value.

1.1.3. Main metrics and Graham’s 7 Golden rules

“In the short run, the market is a voting machine but in the long run, it is a weighing

machine.”

Benjamin Graham

“Security Analysis”

Knowing the main metrics is a must for all investors. Once investors start using the metrics,

they should define their criteria over time to identify the undervalued securities. And this is

because the definition of the value of a company is not equally set and fixed but it can vary

from analyst to analyst. There are dozens of metrics that can be used to evaluate a stock, but

the following are some of the best used by Value investors to identify undervalued stocks:

• Price to Earnings Ratio (P / E)

The P / E ratio is the ratio for valuing a company that measures its current share price

relative to its per share earnings. It is useful to compare the stocks of the same sector. A

low P / E ratio means that the stock is cheaper than those with a higher P / E, but it is not

the only variable to consider. It is calculated by dividing the Price per share for Earnings

per share.

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• Price to Equity (Book Value) ratio (P / BV)

The P / BV ratio is calculated by dividing the current share price for the Book Value of

the company. A Book Value lower than one means that the security is traded at a value

lower than the company assets. Value investors use the P / BV ratio top identify shares

with a Margin of safety. So, share with a market price lower than the intrinsic value.

• Price to Earnings to growth ratio (PEG)

The PEG ratio is a stock's P / E ratio divided by the growth rate of its earnings for a

specified time, usually 5 years. The PEG ratio is used to determine a stock's value while

taking the company's earnings growth into account, and is considered to provide a more

complete picture than the P / E ratio.

• Debt to capital ratio

The debt to capital ratio is a measurement of a company's financial leverage. It is

calculated by taking the company's interest-bearing debt, including both short and long-

term liabilities and dividing it by the total capital. Total capital is all interest-bearing debt

plus shareholders' equity, which may include items such as common stock, preferred

stock and minority interest.

• Current ratio

The current ratio, also known as working capital13 ratio, is a liquidity ratio14 that

measures a company's ability to pay short-term and long-term obligations. It measures

the company's ability to make short-term commitments. The current ratio considers the

current total assets of a company, both liquid and illiquid, relative to that company’s

current total liabilities. Current Ratio is calculated by dividing Current Assets for Current

Liabilities.

13 Working capital, also known as net working capital, is the difference between a company’s current assets,

like cash, accounts receivable (customers’ unpaid bills) and inventories of raw materials and finished goods,

and current liabilities, like accounts payable. 14 Liquidity ratios measure a company's ability to pay debt obligations and its margin of safety through the

calculation of metrics including the current ratio, quick ratio and operating cash flow ratio.

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• Return on equity (ROE)

ROE represents the net income of the company as a percentage of the risk capital, so it

is equal to the ratio between net income15 and shareholder’s equity16. It measures the

company’s profitability by revealing how much profit the company can generate from

the shareholder’s investments.

The metrics listed above are a good starting point, but there are many other things to look at

to see if a stock is undervalued. As stated, one of the criteria used by some Value investors

is the sustainable competitive advantage over time,. This advantage can protect the company

from periods of general economic difficulties and from its competitors. A company that has

an important competitive advantage has a greater value than those who do not have it.

It is also important to know how the company is assessed, if administrators, auditors or top

management are buying or selling its securities. The activity of buying or selling securities

by directors, auditors or top management is called Internal Dealing17, which oblige buyers

or sellers to promptly and publicly inform the market about their shares.

Finally, there are times when markets are overvalued in general, and it is difficult to find

undervalued stocks. In these cases, the only thing to do is wait for things to change and so

for investors to be patient and wait for the real opportunity. Graham states that an intelligent

investor must be patient, disciplined and eager to learn; he must be able to harness his

emotions and think of himself. This intelligence is “a trait more of the character than of the

brain”, as Graham states in his book “The intelligent Investor”.

15 Net income is for the full fiscal year, before dividends paid to common stock holders but after dividends to

preferred stock. 16 Shareholder's equity does not include preferred shares. 17 Internal Dealing must not be confused with Insider Trading which identifies the crime carried out by those

who purchase / sale the securities of a listed company having confidential information available.

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In his book, Graham enunciates the 7 Golden rules not to depart from in the choice of stocks.

1. Adequate size of the company

The company must be large, prominent and conservatively funded. Large means

focusing only on large-caps and mega-caps, which are more stable: clearly, referring that

concept to a market, e.g. the Italian market, which is dominated by small-medium

companies, then medium and large-caps will be adequate. Prominent refers to important

companies and industry leaders only, who benefit from a competitive advantage and

consequently suffer a little competition. Conservatively funded refers to companies with

low debt: it is important to look at the Debt / Equity and Long Term Debt / Equity ratios.

It must be considered that, in “The intelligent investor”, Benjamin Graham was

specifically referring to the American stock exchange of the early '70s companies, that

generally had revenues not less than $ 100 million, industrials, and not less than $ 50

million, utilities. The basic idea is to exclude small businesses, because they could be

subject to vicissitudes and anomalies above the average. So, there is no reason to include

this type of company in the portfolio of the Defensive investor. But, clearly, it is

important to make those revenue caps more actual.

2. Financial situation sufficiently robust

To evaluate strength and financial stability debt and liquidity must be considered. As for

the debt, low Debt / Equity and Long Term Debt / Equity ratio, typically less than 1, are

requested; total assets must be at least twice the debt – Debt / Equity ratio lower than

0.5.

A very high level of liquidity, even better if growing, combined with a low debt, lower

than total liquidity, is a considerable advantage in the negative periods of the economy.

A large cash flow is another positive factor. Two other important values to look at when

judging the financial strength of a company are the Current Ratio and the Quick Ratio18;

values greater than 2 indicate an enviable stability.

18 Quick ratio is an indicator of a company’s short term liquidity and indicates a company’s ability to meet its

long-term obligations with its most liquid assets: Quick ration = (current assets – inventories) / current

liabilities.

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3. Stability of earnings

It is fundamental that the company can keep earnings per share stable. The performance

of listing a security is closely linked to the performance of earnings per share;

consequently, a profit per share stable is necessary to keep the listing stable. First it is

important to make sure that the company has made profit every year in the last ten years,

without ever having a deficit. Subsequently, the maximum decline in earnings per share

is measured in each of the past ten years compared to the average of the three years

preceding the one taken into consideration. No decline translates into 100% stability. A

more stringent test measures the maximum decline in earnings per share in the last ten

years compared to the previous year, and should not exceed the limit of two declines of

up to 5 % each in the last ten years.

4. Dividends

Uninterrupted payments for at least the last 20 years. It follows a paragraph entirely

dedicated to dividends. If referred to smaller countries, that rule could change.

5. Profit growth

The growth in earnings per share must have been at least 33 % in the last ten years; to

make this measurement using three-years averages at the beginning and at the end of the

period considered is requested. As an example, if to measure a 10 years’ growth from

2007 to 2017 the average earnings per share in the years 2005, 2006 and 2007, and then

the average earnings per share in the years 2015, 2016 and 2017 must be calculated.

Finally, the profit growth will be the measure between the two calculated average values,

which must be at least 33%, so a minimum increase of one-third of earnings per share

over the last 10 years.

6. Moderate Price / Earnings ratio

The current share price must not exceed 15 times the profits, considering the last three

years. Price / Earnings ratio must be lower than 15. A consistently low Price / Earnings

ratio indicates lower popularity and greater stability. The basic objective for the entire

portfolio is to have an overall Earnings / Price ratio, the inverse of the P / E, better than

the current rate of long-term high-rated bonds – e.g. P / E 13.3 = 7.5 % bond.

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7. Moderate Price / Equity ratio

The current price must not exceed 1.5 times the Book Value (Price / Equity ratio). A

Price / Earnings ratio above 15 can be justified by a Price / Equity ratio lower than the

maximum recommended. Usually the Growth companies show an extremely high Price

/ Equity ratio; this derives from the great expectations that there are towards the company

and adds an important speculative risk factor. In negative periods, Growth shares lose

much of their value that they had accumulated in the period of great popularity.

All these rules are used to create a good Margin of safety, the already mentioned concept

introduced by Graham that serves to exclude purchases when a too large portion of the price

paid depends on the expected profits that are increasing in the future, a factor that greatly

increases the risks of investment.

Graham states that the investor will have to decide on this important issue by himself, after

carefully weighing the arguments in favour of investing in fundamentals or speculation.

Graham's final advice to the defensive investor is to buy a very diversified portfolio

consisting of the best stocks and bonds with a high level of rating.

1.2. Investors or Speculators, Contrarian or Momentum? Graham theorized a well-known distinction between Investors and Speculators. The former,

in fact, would belong to the category of analysts, who ensure an adequate return based on a

careful acquisition of the securities. The latter, to that of those who study more the timing of

intervention than the substance of the companies investigated. Many investors end up into

unexpected cracks or recessive periods, if not in the explosion of some speculative bubble.

Speculators, in fact, due to a perverse chain psychological effect, can drag the quotations of

the best stocks to the bottom, for months and years. In the following chapter, the distinction

will become clearer and more exhaustive. Moreover, investors can choose two different

investment strategies: Contrarian or Momentum.

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Richard H. Driehaus19 developed Momentum investing as a strategy to exploit the most

recent market trends, while Warren Buffett, sponsors a Contrarian approach, whose

investment decisions deviate from the general direction of the markets. Contrarians, in fact,

think that the latest market trends are not realistic and focus on the long run to make profit.

Contrarian investing looks for stocks that are trading down their value potential. In 2004

investments in the metal industry’s stocks produced registered a loss, while the broader stock

market saw gains of 8 %, Contrarian investors who foresaw a bargain, invested in metals.

And they were right, since by the following year, profits for them were more than 30 %. The

main risk Contrarian investors face is the possibility they make the wrong prediction on the

value potential of stocks and experience declines instead of gains.

Momentum investors rely on the latest market results and follow the most popular

investment trends of the moment. They buy expensive stocks and wait for prices to rise

higher before selling for a profit. The greatest risk Momentum investors face is entering a

position at the wrong time, topically when the stock has already had its best trends. Clearly,

in that situation, Momentum investing will be subject to financial loss with no gains.

1.2.1. Value investors Vs Growth investors

“Value investors buy shares, even those whose intrinsic value shows little growth in the

future, on the belief that the current value is higher than the current price. Growth investors

instead buy securities, even those whose current value is low compared to their current price,

because they believe that the Value will grow fast enough in the future to produce a

substantial appreciation. The choice is not between Value and Growth, but between the

Value of today and the Value of tomorrow. Investing on Growth is a bet on corporate

performance that may or may not materialize in the future, while Value investing is mainly

based on analysing the current Value of a company”.

Howard Marks

“The Most Important Thing”

19 Driehaus Capital Management of Chicago, is one of the major small and medium-sized manager companies

and its success led the founder to be included in the Barron's All-Century Team, a group of 25 fund managers

that includes investment luminaries like Peter Lynch and John Templeton.

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The discussion between investments based on Growth and Value, one of the oldest in

finance, can be summarized in a question: is it more profitable to hold high-growth stocks

or undervalued stocks?

During the last decades of the XX century, when detailed data on the performance of

financial markets and the power to calculate them were available, the Value Premium, the

extra return available to investors, was considered one of the pillars of finance. Observing

some data from last century, it emerges that the bottom 30 % of US securities have

experienced an average annual return of 13.7 % to investors in the period between 1926 and

1995; on the contrary, the top 30 % by price has experimented, with similar conditions,

average annual returns of 9.6 %. These data confirm the thesis of the triumph of Value

investing, surpassing by performance the most expensive stocks 91 % of the times over the

period observed. So, it is legitimate to ask what happened later.

Bearing in mind the possibility of an increase in the use of Value securities among investors,

which may have contributed to reduce the gap, the trend at the end of the nineties in favour

of fast-growing stocks based on technology and IT companies is quite peculiar. This

turnaround led to a margin of 12.9 % points in the period 1996-99 between the S&P Value

index and S&P Growth index, in favour of the latter. In the last seventeen years, the returns

conferred by the two approaches have alternated dividing the role of performing investing

model: the period from 2000 to 2007 was dominated by Value investing and subsequently,

until 2015, the S&P Growth index scored average upper results. In the last years, Value

strategy has turned the performances in its favour.

Perhaps, rather than talk of juxtaposition, there are always more investors who consider the

two approaches complementary, and Warren Buffett himself, recognizing the influence of

Charlie Munger’s opinion, said: “Growth and Value Investing are joined at the hip”.20

Below, the different roles of Value and Growth investors will become more explicit.

20 Associazione Italiana Family Officer (AIFO), “Value Investing e Growth Investing: approcci a confronto”

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Benjamin Graham was one of the most important exponents of the Fundamental analysis,

the approach to financial investment that begins from considering the company's balance

sheet data to understand if it is appropriate to add its securities into the investing portfolio.

The other major investment school is the Technical analysis of Growth investing, which

bases its choices on the performance of the value of the stock over time. The experts of

Technical analysis are convinced that the market is always right and that the price contains

itself all the elements of a stock, explaining every information and every possible

development at the time known. Basically, they follow the market, so they buy because a

stock or the market has gone up and they sell because it has declined.

Growth investing, in fact, leads the investor to prefer stocks with growth prospects above

average in the short term. For this reason, the P / E and P / B rates of a growth investment

and, consequently, the price of the stock will be higher than the average, even if there is no

solid growth in profits.

On the contrary, the Fundamental analysis of Value investing proceeds from the postulate

that the stock exchanges, especially in the medium-short period, are excessively changeable

and unreliable and that in the long run, a good and careful evaluation of a budget always

ticks on contingencies and momentary whims of investors. Value investor are not short-term

investors, but professionals who cheerfully do not care about the fluctuations of prices and

historical series, Federal Reserve decisions or currency exchanges.

Value investors invest only in the businesses they understand and they can predict the

evolution of in the next 10 years, avoiding industries that are too competitive or subject to

continuous technological changes, thus avoiding the risk of short-term volatility, and

focusing not to lose the invested capital through the prolonged possession of the

participation.

So, Value investing is characterized primarily by the long period ownership, but the

discriminating factor is the choice of the shares to purchase. The Value investing approach

leads an investor to look for shares that have low prices in relation to Sales, Net Working

Capital and Book Value of the companies. Value investing involves the constant search for

companies that are solid but temporarily undervalued, waiting for the price of the shares to

re-align with the intrinsic value of the security.

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1.2.2. Value investing and the long term historical cycles

“Value investors are not concerned with getting rich tomorrow. People who want to get rich

quickly, will not get rich at all. There is nothing wrong with getting rich slowly. Remember

we both sleep on the same mattress and eat the same food”.

Warren Buffett

Figure n.1.2

Annualized excess return over the period 1963 – 2017

Source: Patrick O'Shaughnessy, O'Shaughnessy Asset Management

Value investing has proven to outperform long-term historical cycles in the last 100 years.

The figure shows the annualized excess return over the period 1963 – 2017. Companies

with lower ratings pushed investor performance higher than companies with higher

valuations. This is nowadays a fact well known to most professional investors.

Strangely, however, this dynamic has not been reflected in the US market of mutual funds,

the biggest in the world. Reuters mutual fund team projected the total number of US Value

and Growth equity funds. Here are the results.

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Table n.1.1

US Value and Growth equity funds, 1963 – 2017

Source: Reuters

Overall, there are about 70 % more Growth funds on the market compared to Value funds.

It is difficult to comprehend the reason of that result, given that Value investing has proven

to perform better than Growth investing over time.

Value investments are sometimes judged monotonous. Many companies pay boring

dividends, while others may have had low performances and be sold. Generally, Growth

investing is sexier than Value Investing. Buying Growth usually means focusing on

interesting and fashionable markets, revolutionary products and strong leap. It is much easier

to build a story around Growth stocks. As Wall Street earns commissions, it generally pushes

for the easiest products to sell. Mutual fund buyers can buy Growth stocks, while selling

Value investing is much more difficult. Most average investors need a history of investments

to rationalize their decisions.

And many times, Growth stocks outperform Value stocks over long periods of time. The

famous Value investor Joel Greenblatt21 once said, “If Value investing worked every day

and every month and every year, obviously, you would have an arbitrage, but it is not. It

works over time, but it is quite irregular”. The reason why Value investing works in the long

run is precisely because it often does not work in the medium run. In fact, Growth has

exceeded the Value most of the time in the last 5 and 10 years, but the tide is slowly starting

to turn in favour of Value.

21 Founder of the New York Securities Auction Corporation Former chairman of the board of Alliant

Techsystems.

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Of course, not every single mutual fund invests in the same stock and time as top Value

investors, just as not all Growth funds only buy the most expensive stocks. They are simply

investment style boxes used based on portfolio characteristics. Moreover, these are not the

only two investment styles that work.

Although it has been easier to sell the Growth so far, this trend will not last forever. With

the launch of Smart beta funds, there will probably be a gap between Growth and Value

funds to shrink significantly as most of the Smart beta funds are out of balance with Value

stocks. Smart Beta investing combines the benefits of passive investing and the advantages

of active investing strategies.22

The main objective of Smart Beta is to obtain Alpha, lower risk, or increase diversification

at a cost lower than traditional active management and marginally higher than straight index

investing23. It attempts to build an optimally diversified portfolio. In effect, Smart Beta is a

mix of efficient-market hypothesis24 and Value investing. It defines a group of investment

strategies that highlight the use of alternative index construction rules to traditional market

capitalization-based indices. Smart beta focuses on capturing investment factors or market

inefficiencies in a rules-based and transparent way. The increased popularity of Smart Beta

is due to a desire for portfolio risk management and diversification along factor dimensions,

as well as seeking to enhance risk-adjusted returns, subjected to how much risk is necessary

to produce them, above cap-weighted indices.

22 Patrick O'Shaughnessy, O'Shaughnessy Asset Management. 23 Index investing is a passive strategy that aims to generate similar returns as a broad market index. Investors

use index investing to replicate the performance of a specific index – generally an equity or fixed-income index

– by purchasing Exchange-Traded Funds (ETF), marketable securities that track an index, commodity, bond,

or a basket of assets like an index fund. Among the advantages, index investing seems to outperform active

management over a long-time frame and eliminates many of the biases and uncertainties that arise in a stock

picking strategy. 24 Investment theory supporting the impossibility to “beat the market” because stock market efficiency causes

existing share prices to always incorporate and reflect all relevant information.

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1.2.3. Index funds as best Investments

“Be greedy when others are fearful, and be fearful when others are greedy.”

Warren Buffet

Warren Buffett affirms that for an average investor the best way to make money is through

an investment fund indexed to the entire stock market. An index investment fund25 is a fund

that has the objective of reproducing the trend of an entire reference price list / index. These

funds include all the securities that make up an equity index (e.g. S & P500, NASDAQ,

DJIA) in the exact proportions to faithfully reproduce the performance of the entire market.

Therefore, investing in an index fund means owning the entire market.

The index funds are managed passively and therefore have lower operating costs compared

to the common actively managed fund. This simple investment strategy was spread by John

C. Bogle, founder of The Vanguard Group. John C. Bogle, born on May 8th, 1929 in Verona,

New Jersey, examines the historical performance and risk that has characterized the US stock

market, and analyses the sources of this return:

1. The fundamentals, represented by the profits of listed companies and dividends – the

only reliable and sustainable factors over the long term;

2. Speculation, episodic and spasmodic, represented by large fluctuations in the market

valuation of fundamentals.

25 An index fund is a type of mutual fund with a portfolio constructed to match or track the components of

a market index, such as the Standard & Poor's 500 Index (S&P 500). An index mutual fund is said to provide

broad market exposure, low operating expenses and low portfolio turnover. These funds adhere to specific

rules or standards (e.g. efficient tax management or reducing tracking errors) that stay in place no matter the

state of the markets.

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The following chart shows the trend of the Dow Jones Industrial Average Index from 1915

to June 2018.

Figure n.1.3

Dow Jones Industrial Average Index’s trend January 1915 - June 2018

Source: Dow Jones Industrial Average, 2018, “100 Year Historical Chart”

According to John C. Bogle, to invest successfully, it is necessary to be a long-term investor,

so that the value from the invested capital can be appreciated thanks to the growth of

fundamental values and the real economy. For this purpose, it is interesting to see how much

the US stock market, for example, has grown.

Between 1915 and 2018, the price of the Index has been considerably growing from $

1,798.45 to $ 24,415.84 and the average annual return on the stock market, adjusted to

inflation, has been constantly 7 %. For instance, based on the performance of the US stock

market in the last century, over a time horizon of a single year the return on the entire stock

market can fluctuate between -11.1 % and + 25.1 % on average. Over a ten-year horizon, the

yield may fluctuate between + 2.4 % and + 11.2 % on average per year. And over a period

of fifty years, yield stabilizes definitively, oscillating between + 5.7 % and + 7.7 % on

average annual – values extremely close to the historical average of 7 %.

The reason why the stock market provides a 7 % return over the long term is mainly due to

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the growth in profits and dividends of listed companies., the return derived from dividends

and profits is identical to the 7 % return provided by the equity market itself.

There are three variables that determine the yield on the long-term stock market:

• Dividend yield (%)

• Rate of profit growth

• Change in the Price / Earnings ratio, speculative component of the market.

These three factors explain and determine the return on the stock market. These factors can

also be used to predict the actual performance and future performance of the stock market in

an approximate manner.

John C. Bogle argues that a good portfolio based on indexed funds must be well balanced

between stocks and bonds, which can be purchased individually or also held through an

indexed bond fund, which collects all the securities of the US bond market. The balance

must depend on the available time horizon, on risk appetite, on objectives, ranging from 50

% shares to 50 % bonds, to 80 % shares, 20 % bonds.

John C. Bogle supports many advantages of index funds compared to actively managed

investment funds. He often compared the return on an ordinary managed fund and the return

on a hypothetical portfolio composed of index bond fund, 35 %, equity fund, 65 %, indexed

to the S&P 500. Between 1947 and 1997, $ 10,000 invested in the managed fund would have

become $ 1,080,000 – with a growth of 10,700 %; $ 10,000 invested in the indexed portfolio

would have become $ 1,615,000 – with a growth of 16,050 %. Bogle has amply

demonstrated how the simplicity of indexed funds ensures higher rates of return than those

provided by most managed funds. Only 35 actively managed funds survived from 1947 to

1997, and of these only two have guaranteed returns higher than those provided by the

indexed portfolio.

The main advantage of passively managed index funds is the very low management costs.

These extremely low management costs play a fundamental role in determining the

superiority of the return on index funds compared to the return on actively managed funds,

which are much more expensive. The total operating costs of a managed fund amount to an

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average of 1.1 %, while for indexed funds the management costs do not exceed 0.2 %. This

advantage significantly influences the results. Therefore, according to Bogle it is necessary

to select only funds with extremely low management costs. Warren Buffett, in fact, argues

that the excessive costs of a managed fund on average cut between 10 % and 20 % of total

return.26

26 Investitore intelligente, 29 December 2016, “Il miglior investimento in assoluto”

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Chapter 2. Main tractions and Warren Buffett’s holding

2.1 Dividends, ESG and Active ownership

2.1.1. Four Rules to earn via Dividends “The prime purpose of a business corporation is to pay dividends regularly and, presumably,

to increase the rate as time goes on.”

Benjamin Graham

“Security Analysis”, 1934

Many people invest in shares of companies that pay substantial dividends with the aim of

achieving a steady and regular return, and can reinvest their profits. Most dividend-oriented

investors focus purely on the purchase of securities that pay high fixed coupons; however,

the largest gains can be obtained from shares of companies that over time, year after year,

increase the number of dividends.

It is possible to imagine a company that can be bought at $ 100 per share, which at the time

of purchase pays an annual coupon of $ 5 corresponding to 5 % of the initial investment. For

10 consecutive years, the company increases the dividend at a rate of 20 % per annum: in

the tenth year, the dividend will be equal to $ 31 per share, or 31 % of the initial investment.

In short, it is possible to deal with a dividend that grows year after year, and if the first year

the dividend is equal to 3 % of the invested capital, the following year it will possibly be 4

% or more, in continuous expansion.

In general, dividend-oriented investors should pay attention to the following four rules:

1. Quality

A very high dividend may be attractive, but it is not the only thing that needs to be

considered. A long-term investor must be sure that the company is able to maintain the

size of the dividend; in other words, the dividend must be sustainable. The company

must be well established, financially stable and mature. Value investors must be able to

select investments that offer more stability in long run, even if at the cost of missing a

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greater gain in the short term. A value to which every investor should pay attention is

the Pay-Out ratio, which is the ratio between distributed dividends and Total Net Profit

– a Pay-Out ratio of 20 % indicates that the company under analysis distributes 20 % of

its profits as dividends. An excessively high Pay-Out ratio may not be sustainable in the

long term, since a small reduction in Total Net Profit is sufficient to reduce the dividends:

generally, at the first crisis or recession, the investor will see his coupon reduced. On the

contrary, it is curious to see that the highest dividend-paying portfolio outperformed the

other Dividend-Yield baskets with annualized returns of 20.8% over the observation

window refereed to the S&P 500 Energy sector dividend yield. It outperformed the sector

index over 1999 through 2011, excluding 2008 and 2009. Quartile 1 was the second-best

performing basket, producing annualized returns of 18.8%.

Figure n.2.1

S&P 500 – Energy stocks, August 1996 through December 2011: Dividend Yield

Source: Credit Suisse Quantitative Equity Research

Quartile 4 contains the highest dividend-paying stocks. The no dividends-paying

portfolio generated an annualized performance of 16.6 % versus the index’s annualized

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return of 7.2 %. Quartile 1, the second best performing portfolio, had lower volatility

and produced a slightly higher Sharpe ratio than the no dividends-paying basket.

Figure n.2.2

S&P 500 – Energy stocks, August 1996 through December 2011:

Dividend Yield and Pay-Out

Source: Credit Suisse Quantitative Equity Research

Unlike other regions, high yield, high Pay-out was the top performer in the S&P 500. It

outperformed the energy sector index consistently, generating excess returns every year

from 1999 to present. The no-dividends portfolio had the top cumulative performance as

recently as August 2008, before falling behind high yield, high Pay-out. The top Yield

and Pay-out portfolio outperformed the highest-Yield portfolio, from the yield-only test,

by an annualized 0.2 %. The high yield, high Pay-out portfolio generated an annualized

return of 20.6 %. 27

It is necessary to focus on high quality companies, which have demonstrated a long

history of stability, growth and profitability. Invest only in companies that have paid

27 Credit Suisse, 11 January 2012, “Global Equity Research Quantitative Analysis, Energy: Global Dividend

Strategy”

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dividends every year for the past 25 years without a single reduction would mean

investing in high quality businesses, but it cannot become the rule. Equity stocks that

have a long history of constant dividend growth, over the last 25 years or more, are called

Dividend Aristocrats, aristocratic dividends, and have historically outperformed the S &

P 500 by 2.8% per annum in the last 10 years.28

Figure n.2.3 S&P 500 Dividend Aristocrats compared to S&P 500 over the last 10 years

Source: S&P Dow Jones Indices, 7 June 2018

2. Discounted price

In Value Investing the Dividend Yield is one of the most important values to look at to

understand if the price of a stock is low, undervalued and therefore discounted compared

to the intrinsic value. A high Dividend Yield is therefore an indication of a good deal –

provided that the company is a quality company. It is better that the Dividend Yield is

high thanks to a momentary undervaluation of the stock rather than due to a high and

unsustainable Pay-out Ratio.

The chart below shows how an investment in each portfolio as of January 1928 would

have grown through December 2017, with dividends reinvested. Over the full period, all

portfolios of dividend payers outperformed the portfolio of non-dividend payers.

28 S&P Dow Jones Indices, 7 June 2018, “S&P 500 Dividend Aristocrats”

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Generally, higher dividend-yielding quintiles outperformed lower-yielding quintiles. As

shown in Table 1, the volatility of the dividend payers, as measured by annualized

standard deviation, was significantly lower than that of the non-payers. This is evident

in the relatively higher Sharpe ratios of the dividend payers.29

Figure n.2.4

Hypothetical Growth of 1 Million from January 1928 to December 2017

Source: Kenneth R. French and Centre for Research in Security Prices (CRSP),

1 January 1928 to 12 December 2017

3. Growth

It is necessary to invest in companies that have a history of solid and constant growth (in

terms of profit and turnover). If a company has maintained a high growth rate for many

years in a row, it will most likely continue to do the same in the future. Equity stocks

characterized by steady growth in long-term dividends outperformed companies with

unchanged dividends of 2.4 % per year from 1972 to 2013; the following chart shows in

purple the companies whose dividends grow steadily over the long term, in blue

companies that leave the dividends unchanged and in green the companies that do not

pay dividends.

29 Heartland Advisors, 2017, “Dividends: A Review of Historical Returns”

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Figure n.2.5

S&P 500 Index: Dividend Growers Have Outperformed Over Time Hypothetical performance of $100 invested in each of the five strategies (1972–2013)

Source: Ned Davis research, 12/31/13

Therefore, it would be logical to sell the shares that reduce or eliminate dividends: these

securities have on average generated a Yield of 0 % from 1972 to 2013. It is important

to evaluate the company's growth potential, its financial condition and profitability, its

ability to continue to expand and increase dividends; investors, in fact, don’t buy shares

just because the dividend is high.

4. Volatility

Look for companies in which people usually invest during negative periods: the listing

of these companies is usually more stable and less subject to excessive variations. It is

preferable to invest in equity securities that demonstrate low volatility and low beta. The

S & P index consisting only of extremely low volatility stocks (the S & P Low Volatility

Index) outperformed the S & P 500 by 2% annually from 1990 to 2011.

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Figure n.2.6

Relative Performance of the S&P 500 low Volatility Index and the S%P 500

Source: Standard & Poor’s 30 September 2011

2.1.2. ESG: Equity performances and Active ownership

“If you get to my age in life and nobody thinks well of you, I don't care how big your bank

account is, your life is a disaster”.

Warren Buffett

The “good and responsible shares”, those that show off the best Environmental, Social or

Governance (ESG) ratings, are rewarded by the market more than others. This is revealed

by the first European study on the correlation between ESG and performance ratings,

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conducted by the Politecnico di Milano School of Management30 and by Banor SIM31 with

the same methodology used by the Harvard Business School’s professor George Serafeim

to analyse the US market.

Figure 2.7

Cumulative return on the Stoxx® Europe 600 index securities, based on the ESG rating

Source: Banor SIM S.p.A & Politecnico Milano 1863 School of Management

30 The Politecnico di Milano School of Management, established in 2003, welcomes the multiple research,

training and consulting activities in the fields of economics, management and industrial engineering that the

Politecnico carries out through its various internal structures and consortium. 31 Banor SIM, present on the market since 1989 as a vehicle for the private banking activities of a group of

banks in northern Italy, was taken over in 2000 by a group of private investors and managers led by

Massimiliano Cagliero, the current CEO. The goal of Massimiliano Cagliero and its partners was to create an

independent private banking in Italy that would implement the principles of Value investing. Today it is one

of the leading Italian securities brokerage companies and specializes in capital management and investment

advice.

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The research focused on the performance between 2012 and 2017 of the companies that are

part of the STOXX Europe 600 index32, with a fixed number of 600 high, medium and low

capitalization companies from 17 European countries33. The shares considered were 882,

because over the six years in which the analysis was carried out, the composition of the

STOXX 600 has periodically changed.

For each security, data on stock exchange prices, operating performance reported in financial

statements and non-financial reporting on ESG parameters were collected, based on

Thomson Eikon ESG data with their 424 annual indicators, grouped into ten categories and

available for each company. The basket does not include securities that do not fall within the

ESG rating, e.g. arms manufacturers.

The results reward precisely the shares of the most responsible companies in terms of

Environmental, Social and Governance. The securities belonging to the basket of companies

with the highest ESG rating are those that perform better and that show both higher revenue

growth, better margins and dividend yield. So, the study reveals that the integration between

the ESG indicators and the classic economic-financial considerations used by analysts in the

Value investing approach is the best strategy, in terms of returns, to create efficient portfolios

and secure a competitive advantage in the long-term. In terms of volatility there are no major

differences between good and non-good securities.

All this could create a virtuous circle, as noted by Giancarlo Giudici of the Politecnico di

Milano School of Management: integrating criteria of Environmental, Social sustainability

and Governance with the traditional models of value-based financial analysis can give

advantages to both managers and investors.

“In fact, it is important to recognize that there is a correlation between better performance

and adherence to ESG principles - emphasizes Massimiliano Cagliero, founder and CEO of

Banor SIM - even if today in the United States this correlation is also driven by flows. The

32 The STOXX Europe 600 Index is derived from the STOXX Europe Total Market Index (TMI) and is a subset

of the STOXX Global 1800 Index. 33 Austria, Belgium, Czech Republic, Denmark, Finland, France, Germany, Ireland, Italy, Luxembourg, the

Netherlands, Norway, Portugal, Spain, Sweden, Switzerland and the United Kingdom.

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hope is that all this trigger a virtuous circle in the real economy, with a push on listed

companies to adapt to attract investors”. To conclude who invest in “good and responsible

shares”, on the stock market, eventually discovers that becomes even richer.34

Having analysed the positive performance effects produced on equity by ESG investing, it

is necessary to introduce the Active ownership, a very actual and interesting concept that

aims at exercising the rights and influence investors are granted. In fact, institutional

investors feel very responsible in terms of ESG-related issues when they get to invest. It has

been studied that through proxy voting and active engagement, companies could better their

ESG behaviour, which is correlated to equity performances and, consequently, reduce costs

and increase competitiveness and profitability. Therefore, active ownership is a very

effective practice to maximize shareholder value and improve long-term returns.

In practice, through active ownership, investors can:

1. Secure higher revenue growth, better margins and Dividend Yield and so improve the

risk/return profile of their investments;

2. Produce positive ESG impacts and enhance their reputational level: engagement involves

the creation of a positive dialogue between institutional investors and investee companies

to improve ESG behaviour and performance in the long run;

3. Better comply with the United Nations Principle for Responsible Investment:35

“As institutional investors, we have a duty to act in the best long-term interests of our

beneficiaries. In this fiduciary role, we believe that environmental, social, and corporate

governance (ESG) issues can affect the performance of investment portfolios. We also

recognise that applying these Principles may better align investors with broader

objectives of society. Therefore, where consistent with our fiduciary responsibilities, we

commit to the following:

34 Banor SIM SpA & Politecnico Milano 1863 School of Management, 3 May 2018, “La relazione fra rating

ESG e performance di mercato: uno studio sui titoli dell’indice Stoxx® Europe 600” 35 RobecoSAM, August 2016, “Governance and Active Ownership: using shareholder rights to maximise

shareholder value”

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Principle 1: We will incorporate ESG issues into investment analysis and decision-

making processes.

Principle 2: We will be active owners and incorporate ESG issues into our ownership

policies and practices.

Principle 3: We will seek appropriate disclosure on ESG issues by the entities in which

we invest.

Principle 4: We will promote acceptance and implementation of the Principles within the

investment industry.

Principle 5: We will work together to enhance our effectiveness in implementing the

Principles.

Principle 6: We will each report on our activities and progress towards implementing the

Principles.

The Principles for Responsible Investment were developed by an international group of

institutional investors reflecting the increasing relevance of environmental, social and

corporate governance issues to investment practices. The process was convened by the

United Nations Secretary-General. In signing the Principles, we as investors publicly

commit to adopt and implement them, where consistent with our fiduciary

responsibilities. We also commit to evaluate the effectiveness and improve the content

of the Principles over time. We believe this will improve our ability to meet

commitments to beneficiaries as well as better align our investment activities with the

broader interests of society. We encourage other investors to adopt the Principles.”36

2.2. Berkshire Hathaway Inc.: History and investing activity

Berkshire Hathaway Inc. is one of the holding companies that registers more investors each

year, and not by chance one of the largest companies in the world; after all, its CEO is Warren

Buffett, one of the most successful investors ever existed. The total turnover of Berkshire

Hathaway Inc. is around $ 150 billions, and the estimated market value is about $ 400

thousand. It is at the top of the Fortune 500 companies, as reported in the top 10 list below.

36 United Nations Principles for Responsible Investment, “Six Principles for Responsible Investment”

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Table n.2.1

Top 10 Fortune 500 companies

Source: Fortune 500, 2017

Fortune 500 classifies Berkshire Hathaway Inc. as the second-best company in the world in

2017 in terms of revenues, which in its case are equal to $ 223,604 millions.

In the last 40 years, the company has achieved a growth of around 20 % for all its

shareholders, investing large capital and with minimal borrowing. After the financial crisis,

performance has improved steadily. From 2000 to 2010 it had a Yield of 76 %, higher than

the -11 % of the main index of the United Stes of America, S&P 500. The table below shows

that Berkshire Hathaway has generally proved to outperform the S&P 500 Index over the

period from 1965 to 2017.

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Table n.2.2

Berkshire’s Performance Vs the S&P 500

Berkshire Hathaway Inc., 2017

Initially, Berkshire Hathaway Inc. had essentially an insurance core, but over the years it

expanded with a portfolio that covers space in various sectors and in many companies.

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The history of Berkshire Hathaway Inc. originated in 1839, when it was still a textile

company, founded by Oliver Chace with the name of Valley Falls, in Rhode Island. In 1929,

the company was merged with the Berkshire Cotton Manufacturing Company founded in

1889, Massachusetts. Years later, in 1955, the company merged again and finally became

Berkshire Hathaway Inc., and had 15 plants with over 12,000 employees, and $ 120 million

revenues.

Buffett arrived in 1962, and started buying Berkshire Hathaway Inc.’s shares. He bought so

many of them that take charge and control of the company and quarrel with the Stanton

family37. It was a Value investment itself since its shares were undervalued: analysts

calculated the stock was worth $ 19.46 a share, but it could be bought for a mere $ 7.50.

Since 1967, Buffett began to move the business in the insurance sector, and already at the

end of the seventies Warren Buffett acquires a stake in GEICO38, which is still part of the

core business of the Berkshire operations. 1985 is the year of the closure of the Berkshire

Hathaway Inc.’s textile department.

Speaking about actual data, Berkshire Hathaway Inc. closed the first negative quarter of

2018 in red for the first time in nine years. Due to the implementation of new accounting

rules that require gains or losses on unrealized investments, the first quarter closes with a

red of $ 1.14 billions: this is the first loss since 2009.

The operating profit, which excludes some investments, rose to $ 5.29 billions from $ 3.56

billions in the same period last year. Revenues fell to $ 58.47 billions from $ 64.37 billions

in the same period of 2017. Buffett had warned in February on the impact that the new

accounting rules would have had on the financial statement: changes that “will distort data

37 In 1962 Warren Buffett began buying shares of an undervalued Berkshire Hathaway Inc. Eventually Buffett

was aware of that poor performances and bankruptcy risks of the textile business. In 1964 Seabury Stanton,

President of Berkshire Hathaway Inc., made a verbal tender offer of $ 11.5 per share for the company to buy

back the Buffett's shares sold buy his brother. Buffett agreed to the deal. The tender offer received in writing,

was for only $ 11.375 and this made Buffett so angry, that instead of selling at the slightly lower price, he

decided to buy more of the stock to take control of the company and fire Stanton. 38 The Government Employee Insurance Company is a private car insurance company wholly owned by the

Berkshire Hathaway Inc. since 1996. GEICO was founded in 1936 by Leo Goodwin and his wife Lillian

Goodwin to provide insurance to state employees and their families.

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on net profit and will often mislead investors” he had said. Buffett also explained that

operating results are a better barometer than company performance, in part because

Berkshire's $ 170 billion equity portfolio can fluctuate from quarter to quarter.

Operating profit, which does not include these changes, rose 49 % to $ 5.29 billion during

the first quarter, while insurance underwriting posted a profit after a difficult 2017. A 16 %

increase in the Geico insurance company’s revenue, has helped the company to make a

technical profit. Geico was favoured by the increase in rates which boosted the premiums.

The rail sector, mainly represented by Bnsf Railway Co., also recorded an increase in profits

thanks to the increase in fuel prices. Service, transport and energy companies recorded an

increase in profits of 31 % in the first quarter of 2018.39

For the sake of curiosity and in relation to the focus of this work, Berkshire Hathaway Inc.

is also present in Italy, with an insurance service. BHItalia® is a registered trademark of the

Italian branch of Berkshire Hathaway International Insurance Limited (BHIIL). The parent

company of the Berkshire Hathaway International Insurance Limited is obviously Berkshire

Hathaway Inc., based in the United States of America. Many products are offered for cars,

motorcycles, boats and other types of vehicles.40

2.2.1. Berkshire Hathaway Shares A and B

Berkshire Hathaway Inc.’s shares are listed at the New York Stock Exchange (NYSE).

There are only two types of Berkshire Hathaway Inc.’s shares:

1. Berkshire Hathaway Inc. Class A Shares (BRK.A)

2. Berkshire Hathaway Inc. Class B Shares (BRK.B)

The main difference between the Berkshire Hathaway Inc. Class A and the Class B shares is

first and foremost the price. Due to the price difference, Class B shares offer greater

flexibility for investors and provide a potential tax benefit. Warren Buffett said that Class A

shares will never have a stock split, because he believes that the high price of the stock

attracts investors focused on long-term profits rather than short-term price movements.

39 Il Sole24Ore, 5 May, 2018, “La holding di Warren Buffett in rosso per la prima volta negli ultimi 9 anni” 40 BHItalia, Gruppo Assicurativo Berkshire Hathaway

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1. Berkshire Hathaway Inc. Class A Shares (BRK.A)

Figure n.2.8

Berkshire Hathaway Inc. Class A shares quote (BRK.A)

Source: New York Stock Exchange (NYSE), 14 June 2018

2. Berkshire Hathaway Inc. Class B Shares (BRK.B)

Figure n.2.9

“Berkshire Hathaway Inc. Class B shares quote (BRK.B)”

Source: New York Stock Exchange (NYSE), 14 June 2018

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As announced, the Berkshire Hathaway Inc.’ A and B shares have very different values: as

of 14 June 2018, Class A shares present a value of $ 289669.90, while Class B shares present

a value of $ 192.50. The price difference is, so, equal to $ 289477.40.

Below, it is reported a Memo on the “Comparative Rights and Relative Prices of Class A

and B Stock”, that is shared by Berkshire Hathaway Inc.’s Chairman Warren Buffet.

• Comparison of Berkshire Hathaway Inc. Class A and Class B Common Stock

“Berkshire Hathaway Inc. has two classes of common stock designated Class A and

Class B. A share of Class B common stock has the rights of 1/1,500th

of a share of Class

A common stock except that a Cs B share has 1/10,000th of the voting rights of a Class

A share (rather than 1/1,500th of the vote). Each share of a Class A common stock is

convertible at any time, at the holder’s option, into 1,500 shares of Class B common

stock. This conversion privilege does not extend in the opposite direction. That is,

holders of Class B shares are not able to convert them into Class A shares. Both Class A

& B shareholders are entitled to attend the Berkshire Hathaway Inc.’s Annual Meeting

which is held the first Saturday in May”.

• The Relative Prices of Berkshire Class A and Class B Stock

“The Class B can never sell for anything more than a tiny fraction above 1/1,500th of the

price of A. When it rises above 1/1,500th, arbitrage takes place in which someone —

perhaps the NYSE specialist — buys the A and converts it into B. This pushes the prices

back into a 1:1,500 ratio. On the other hand, the B can sell for less than 1/1,500th the

price of the A since conversion doesn’t go in the reverse direction. All of this was spelled

out in the prospectus that accompanied the issuance of the Class B. When there is more

demand for the B (relative to supply) than for the A, the B will sell at roughly 1/1, the

price of A. When there’s a lesser demand, it will fall to a discount. In my opinion, most

of the time, the demand for the B will be such that it will trade at about 1/1,500th of the

price of the A. However, from time to time, a different supply-demand situation will

prevail and the B will sell at some discount. In my opinion, again, when the B is at a

discount of more than say, 1 %, it offers a better buy than the A. When the two are at

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parity, however, anyone wishing to buy 1,500 or more B should consider buying A

instead”.41

The stock, from 1996 to today, has had a steady growth. One of the most important factors

to consider in making forecasts on Berkshire Hathaway Inc.’s shares is the release of official

financial statements (annual, half-yearly, quarterly) that can provide important information

in this regard: objectives for future years, possibility of acquisitions, enlargements etc. It is

therefore important to always follow very closely the possible mergers with other corporate

entities.

To predict the performance of the Berkshire Hathaway Inc.’s shares in the short term, it will

be important to consider the company's events, such as corporate factors at the same time

they are announced. The results of the financial statements are very important, as they affect

the short-term performance of the stock. The events of international economy can reward or

penalize the economies of various countries (as with Brexit or during the 2008 financial

crisis). And even institutions with a core business focused on the insurance industry, such as

Berkshire Hathaway Inc., could be subjected to increasingly stringent controls.

About the long-term performance of the Berkshire Hathaway Inc.’s shares, before investing

in Berkshire Hathaway Inc.’s shares, the last financial statements and statements of the

holding should therefore be observed, thanks also to the useful synthesis of analysts, who

usually take stock of the situation, underlining the possible changes in the structure of the

holding company, which affect the performance of the share. New acquisitions, mergers,

new services offered and new countries for expansion. Also, it is important to consider the

open and closed branches, to have an overview of the company's continuity.

The annual letter to the shareholders of Berkshire Hathaway Inc., written and signed every

year by Warren Buffett, is certainly a great way to learn all the information about this stock.

Around February, the letter, written by Buffett, is sent, and summarizes all the goals

achieved during the previous year. The Oracle of Omaha, stated in the letter of 2016 for

example, that 2015 ended with a 32% of net profit, thus closing a record-breaking 2015;

Buffett, was also very hopeful to be able to celebrate his 100th birthday with GEICO the

41 Berkshire Hathaway Inc., “Comparative Rights and Relative Prices of Class A and B Stock”

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insurance company controlled by Berkshire Hathaway Inc., and said he was very confident

for the 2016 presidential elections and for the American economy in general. Buffett's letter

is therefore not an account of Berkshire's operations, but a true vision of the world, economy

and finance of one of the best and wisest investors in the world.

• To the Shareholders of Berkshire Hathaway Inc.:

“Berkshire’s gain in net worth during 2017 was $ 65.3 billion, which increased the per-

share Book Value of both Class A and Class B stock by 23 %. Over the last 53 years,

that is, since present management took over, per share Book Value has grown from $ 19

to $ 211,750, a rate of 19.1 % compounded annually.42

The format of that opening paragraph has been standard for 30 years. But 2017 was far

from standard: A large portion of our gain did not come from anything we accomplished

at Berkshire.

The $ 65 billion gain is nonetheless real – rest assured of that. But only $36 billion came

from Berkshire’s operations. The remaining $ 29 billion was delivered to us in December

when Congress rewrote the U.S. Tax Code.

After stating those fiscal facts, I would prefer to turn immediately to discussing

Berkshire’s operations. But, in still another interruption, I must first tell you about a new

accounting rule – a generally accepted accounting principle (GAAP) – that in future

quarterly and annual reports will severely distort Berkshire’s net income figures and very

often mislead commentators and investors.

The new rule says that the net change in unrealized investment gains and losses in stocks

we hold must be included in all net income figures we report to you. That requirement

will produce some truly wild and capricious swings in our GAAP bottom-line. Berkshire

owns $170 billions of marketable stocks (not including our shares of Kraft Heinz), and

the value of these holdings can easily swing by $10 billion or more within a quarterly

reporting period. Including gyrations of that magnitude in reported net income will

42 All per-share figures used in this report apply to Berkshire’s A shares. Figures for the B shares are 1/1500th

of those shown for the A shares.

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swamp the truly important numbers that describe our operating performance. For

analytical purposes, Berkshire’s “bottom-line” will be useless.

The new rule compounds the communication problems we have long had in dealing with

the realized gains (or losses) that accounting rules compel us to include in our net income.

In past quarterly and annual press releases, we have regularly warned you not to pay

attention to these realized gains, because they – just like our unrealized gains – fluctuate

randomly.

That’s largely because we sell securities when that seems the intelligent thing to do, not

because we are trying to influence earnings in any way. As a result, we sometimes have

reported substantial realized gains for a period when our portfolio, overall, performed

poorly (or the converse).

With the new rule about unrealized gains exacerbating the distortion caused by the

existing rules applying to realized gains, we will take pains every quarter to explain the

adjustments you need to make sense of our numbers. But televised commentary on

earnings releases is often instantaneous with their receipt, and newspaper headlines

almost always focus on the year-over-year change in GAAP net income. Consequently,

media reports sometimes highlight figures that unnecessarily frighten or encourage many

readers or viewers.

We will attempt to alleviate this problem by continuing our practice of publishing

financial reports late on Friday, well after the markets close, or early on Saturday

morning. That will allow you maximum time for analysis and give investment

professionals the opportunity to deliver informed commentary before markets open on

Monday. Nevertheless, I expect considerable confusion among shareholders for whom

accounting is a foreign language.

At Berkshire, what counts most are increases in the normalized per-share earning power.

That metric is what Charlie Munger, my long-time partner, and I focus on – and we hope

that you do, too. Our scorecard for 2017 follows”. 43

43 Berkshire Hathaway Inc., 2017, “Letter to Shareholders of Berkshire Hathaway”

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2.2.2. Berkshire Hathaway Inc.’s main investments in 2017

There are about 6 companies fully owned by Berkshire Hathaway, such as GEICO insurance

company, Dairy Queen chain, Bankamin Moore Paints, Netjets, Duracell, and Fruit of the

Loom. In addition to them, there is also a broad portfolio of shares owned by Berkshire

Hathaway Inc., which therefore also represents the performance of shares BRK.A and

BRK.B.

Below, Berkshire Hathaway Inc.’s portfolio.

Figure n.2.10

Berkshire Hathaway Inc.’s Portfolio

Source: Berkshire Hathaway Inc.’s Portfolio

Berkshire Hathaway Inc.’s portfolio is huge and diversified. As discussed, it invests in

consolidated businesses aiming to create value in a long-term horizon.

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The 10 biggest investments made by Warren Buffett as of end of the fourth quarter of 2017

are the following:

1. Apple

At the top of Warren Buffett's list of major investments there is Apple. The value of the

position on the Cupertino firm is in fact around $ 27.98 billions.

2. Wells Fargo

Although the Berkshire Hathaway Inc. has cut his position on Well Fargo over the past

year, the total value of its investment has been around $ 27.8 billion.

3. Bank of America

Berkshire Hathaway Inc.’s position on Bank of America, unchanged during the fourth

quarter of 2017, represents a total value of $ 20.04 billions.

4. Coca-Cola

$ 18.5 billions is the value of Warren Buffett's investment most branded company in the

world.

5. American Express

The oracle of Omaha has chosen to maintain his position on the financial service

company American Express, corresponding to a market value of $ 15.06 billions.

6. Phillips 66

Buffett's position did not change, but the market value, in the fourth quarter of 2017, of

the investment on Phillips 66 rose to a total of $ 8.16 billions.

7. US Bancorp

In the last quarter of the 2017 the oracle of Omaha hasn’t changed his position on US

Bancorp. The total value of the position is in this case equal to $ 4.67 billions.

8. Moody's Corporation

With a market value of $ 3.64 billions, even Moody's has entered the ranking of the

largest investments emerging from the portfolio of Berkshire Hathaway Inc.

9. Bank of New York Mellon

In the last few months of the year Warren Buffett bought no less than 10.6 million shares

of the financial company, for a total of $ 3.28 billions.

10. Southwest Airlines

With a market value of $ 3.12 billion, the airline has earned the last place in the ranking

of Warren Buffett's major investments. The position on the company did not change in

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the last quarter of the year and continued to settle on the 4.45 million shares bought at

the beginning of 2017.

Table n.2.3

15 common stock investments that in 2017 had the largest market value

Source: Berkshire Hathaway Inc.

Cost** corresponds at Berkshire Hathaway purchase price

From the table above, it is possible to note that Berkshire Hathaway Inc. has got very strong

positions in the main American corporations which present stable and consolidated business

and can, indeed, ensure to the holding upsides from the Value investment in the long run.

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Chapter 3. Value investing in Italy

3.1. FTSE-MIB Index stocks that pass the Buffett test This analysis will be mostly based on the date 6th of October 2017. This is the day Berkshire

Hathaway Inc. acquired a portion of the Italian insurance company Cattolica Assicurazioni’s

share capital. The following study will reveal my personal reason justifying Warren Buffett’s

choice to prefer Cattolica Assicurazioni over other Italian Value companies.

On the 6th of October 2017, only 14 companies, out of 40, listed on the Borsa Italiana FTSE-

MIB Index44, could pass the Buffett test. Among them, especially financial companies such

as Assicurazioni Generali, Intesa Sanpaolo, Mediobanca, Unicredit, UnipolSai and Cattolica

Assicurazioni, but also industrials, as Telecom Italia, Fca, Enel and Poste Italiane, are part

of that privileged group. These undervalued companies, in fact, are monitored by Value

investors who are willing to extract as much Value as possible over a long-term horizon.

It is not just a matter of numbers and performances. The selection of companies to Value

invest in depends on the Buffett test strategy. To make it simpler, three main data must be

considered when putting in practice this strategy:

1. A Price / Equity (Book Value) ratio not exceeding 1.5;

2. A Price / Earnings ratio not exceeding 15;

3. The product of the previous two ratios not exceeding 22.5.

44 FTSE-MIB is the leading benchmark Index for Italian equity markets. This index, which captures about 80%

of the internal market capitalization, is made up of the various Italy’s Industry Classification Benchmark (ICB)

sectors’ primary importance and high liquidity companies. The FTSE-MIB Index measures the performance

of 40 Italian stocks and aims to reproduce the weightings of the enlarged sector of the Italian stock market. The

Index is derived from the universe of securities trading on the main stock market of Borsa Italiana (BIt). Each

security is analysed by size and liquidity and the Index provides a comprehensive representation by sector. The

FTSE MIB Index is weighted by market capitalization after adjusting the components for the free float.

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For the sake of a better clarity, a Price / Equity (Book Value) ratio not exceeding 1.5 means

that the current Price must not exceed 1.5 times the Equity (Book Value). A Price / Earnings

ratio above 15 can be justified by a Price / Equity (Book Value) ratio lower than the

maximum recommended. It is necessary that the value of 22.5 is not exceeded when

proceeding the multiplication between the Price / Equity (Book Value) ratio and the Price /

Earnings ratio. Generally, it is possible to state that any combinations between the two values

is allowed if the product of those two values is not exceeding 22.5. In this case, no minimum

or maximum boundaries are mandatorily defined for the two ratios.45

Below, it is possible to have a look at the different values the FTSE-MIB companies that

pass the Buffett test presented on the 6th of October 2017.

Table n.3.1

FTSE-MIB companies under the Buffett Threshold on 6 October 2017

Source: Monica D’Ascenzo, 8/10/2017 Il Sole24Ore (Personal collection)

45 “Ecco i 13 titoli di Piazza Affari che superano il Buffett-test”, Il Sole24Ore, Monica D’Ascenzo, 8/10/2017

Date (06/10/2017) Price / Earnings Ratio Pirce / Equity Ratio (Price / Earnings X Price / Equity)Buffet test threashold < 15 < 1.5 < 22.5

Telecom Italia 10.88 0.80 8.70

Cattolica Assicurazioni 11.48 0.80 9.18

UnipolSai 10.46 0.89 9.30

Mediobanca 11.16 0.88 9.82

Ubi Banca 20.28 0.50 10.14

Fiat Chrysler Automobiles 7.00 1.46 10.22

Generali Assicurazioni 10.33 1.02 10.53

UniCredit 13.54 0.78 10.56

Poste Italiane 10.63 1.10 11.69

Intesa Sanpaolo 13.41 0.94 12.60

Exor 14.22 1.15 16.35

Banco Bpm 41.38 0.43 17.79

Enel 14.27 1.49 21.26

Saipem 29.43 0.76 22.36

FTSE-MIB companies under the Buffett Threshold on 06/10/2017

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Usually Growth companies, opposite to Value companies, show an extremely high Price /

Equity (Book Value) ratio; this derives from the great expectations generated by Growth

companies and adds a notable speculative risk factor. In negative periods, Growth companies

shares loose much of the value they accumulated in the period of high popularity and

investments.

All the others FTSE-MIB companies were considered overvalued and not respecting the

Buffett threshold at that date. As said, the numbers are only a starting point, because the

investment choices are then made with a careful analysis of the company and management.

In fact, the strategy of Value investors, as Warren Buffett, in the case of minority stakes, is

to focus on companies that have good performances, recognizable businesses and a trustable

management. The Buffett’s holding usually does not ask for any seats in the board and does

not aim to change the top management of the company, and this seems to be in contrast with

the mentioned performing active approach. As discussed in Chapter 1., proxy voting and

active engagement allow companies to better their ESG behaviour, which is correlated to

equity performances and, consequently, reduce costs and increase competitiveness and

profitability. Therefore, active ownership, which can be exercised through corporate

governance, is a very effective practice to maximize shareholders’ value and improve long-

term returns. But along this project the investor’s passive approach will prevail.

Getting back to the analysis, the most important value to consider is the Product between the

Price / Equity (Book Value) and the Price / Earnings ratios. Even if Ubi Banca, Banco Bpm

and Saipem trigger the < 15 threshold relative to the Price / Earnings ratio, their final Product

is still under the required parameter of 22.5, so they can still pass the Buffett test.

Going into details, in the list there are three insurance companies, Cattolica Assicurazioni,

UnipolSai and Generali Assicurazioni. It is, in fact, relevant to highlight the presence of

insurance companies since Warren Buffett and his holding, the Berkshire Hathaway Inc., are

primarily focused on Value investing in insurance businesses. In fact, between the 5th and

the 6th of October 2017, Warren Buffett Value invested in Cattolica Assicurazioni.

From the table below, it is possible to see that Cattolica Assicurazioni has got the second-

best Product between Price / Earnings and Price / Equity (Book Value) ratios of the list. The

value is equal to 9.18 and fully respects the threshold of < 22.5 defined by Warren Buffett.

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Furthermore, also the Price / Earnings and Price / Equity (Book Value) ratios are within the

acceptable values, so no threshold is minimally triggered. Consequently, it will be interesting

to understand the reason why the American Value investor preferred to invest in this

company over the others that appear in the below list.

Table n.3.2

FTSE-MIB companies under the Buffett Threshold on 6 October 2017

Focus on Cattolica Assicurazioni

Source: Monica D’Ascenzo, 8/10/2017 Il Sole24Ore (Personal collection)

By considering the other companies, it will be easy to notice that Telecom Italia has got a

better Product value than Cattolica Assicurazioni, equal to 8.70, and that UnipolSai, another

insurance company, has got a Product value, 9.30, very close to Cattolica Assicurazioni’s.

Keeping the focus on insurance businesses, Generali Assicurazioni presents a higher Product

value, 10.53, which seems to be less interesting to Value investors. So far, it could be

possible that the Product value presented by Cattolica Assicurazioni, which is the highest

Date (06/10/2017) Price / Earnings Ratio Pirce / Equity Ratio (Price / Earnings X Price / Equity)Buffet test threashold < 15 < 1.5 < 22.5

Telecom Italia 10.88 0.80 8.70

Cattolica Assicurazioni 11.48 0.80 9.18

UnipolSai 10.46 0.89 9.30

Mediobanca 11.16 0.88 9.82

Ubi Banca 20.28 0.50 10.14

Fiat Chrysler Automobiles 7.00 1.46 10.22

Generali Assicurazioni 10.33 1.02 10.53

UniCredit 13.54 0.78 10.56

Poste Italiane 10.63 1.10 11.69

Intesa Sanpaolo 13.41 0.94 12.60

Exor 14.22 1.15 16.35

Banco Bpm 41.38 0.43 17.79

Enel 14.27 1.49 21.26

Saipem 29.43 0.76 22.36

FTSE-MIB companies under the Buffett Threshold on 06/10/2017

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among the insurance companies analysed in the table, pushed Warren Buffett and the

Berkshire Hathaway Inc. to choose the Verona based company within its industry.

For the sake of curiosity, considering the last three years, Cattolica Assicurazioni’ stock has

registered a higher annual growth than the FTSE-MIB Index., especially since Buffett’s

acquisition. From the below chart, in fact, it is possible to compare the movements of the

Cattolica Assicurazioni’s stock, in violet, and those of the FTSE-MIB Index, in black.

Furthermore, since the birthday of the new Italian government Conte, on the 23rd of May

2018, the FTSE-MIB Index has seen negative percentages, while Cattolica Assicurazioni’s

stock has clearly presented a positive percentage growth.

Figure n.3.1

FTSE-MIB Index compared to Cattolica Assicurazioni’ stock’s annual growth

Source: Borsa Italiana, June 2018

3.1.1. Cattolica Assicurazioni and its acquisition

With 1,600 employees and over 3.6 million customers, a direct network of over 1,500

agencies and a volume of € 5 billion, the Cattolica Group is one of the leading companies in

the Italian insurance sector and offers a wide range of insurance and financial solutions

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focused on the Life and Non-Life sectors. The company has been listed on the Milan Stock

Exchange since November 2000, has its headquarters in Verona and operates throughout the

country thanks to an extensive multi-channel distribution network, based on the agencies

and branches of the partner banks. Its offer is aimed primarily at the person, the family and

small and medium-sized production activities.

The Cattolica Group consists of seven insurance and bancassurance companies (ABC

Assicura, BCC Assicurazioni, BCC Vita, Berica Vita, Cattolica Life, Lombarda Vita, TUA

Assicurazioni), plus four companies active in the Real estate, agricultural and operational

services sectors (Cattolica Immobiliare, Cattolica Agricola, Cattolica Beni Immobili,

Cattolica Services).

The main banking partnerships of Cattolica Assicurazioni are currently with UBI Banca,

Iccrea46 and, more recently, with Banco BPM. The agreement between Cattolica and UBI

Banca provides for the distribution of insurance products of the Lombarda Vita joint venture

through the bank branches and the network of financial advisors of the UBI Group. The

union of these two great groups, for years rooted in the territory for values and traditions,

has created a wide commercial offer consisting of solutions for protection, savings and

investment for Retail and Private customers. Further important relationships of commercial

partnerships and collaborations are in place with other banks, including Banca Popolare di

Credito, Banca di Bologna, Banca Popolare Pugliese, Banca Galileo and Cassa di Risparmio

di San Miniato.47

Cattolica Assicurazioni has been one of the pioneers of bancassurance, a double-side

profitable arrangement between a bank and an insurance company allowing the insurance

company to sell its products to the bank's client base and vice versa. Over the years, it has

established important partnership agreements in the life and non-life business with various

banking institutions, reaching a nationwide position by number of points of sale. Today,

46 Iccrea Holding is at the top of the Iccrea Banking Group, the group of companies that offer products and

services for the operations of the Cooperative Credit Banks and Rural Banks. Iccrea is one of the protagonists

of the historic change that is taking place in the cooperative credit with the establishment of new national

banking centres. 47 Cattolica Assicurazioni, “company profile”

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Cattolica and the other bancassurance companies of the Group can rely on primary banking

partners and a network spread throughout the country.

At the end of 2017 Cattolica and Banco BPM signed an agreement for the establishment of

a strategic 15-year partnership in life and non-life bancassurance. The closing of the

transaction was finalized on March 29, 2018, following the approval of the competent

Supervisory Authorities and the obtainment, by Banco BPM, of the entire shares of Avipop

Assicurazioni and Popolare Vita. This agreement has probably had an important role in

pushing Buffett to recently invest in the company.

As already stated in the previous paragraph, on the 5th of October 2017 Berkshire Hathaway

Inc., the investment group headed up by Warren Buffett, by means of the mandatory updates

to CONSOB, made it official that it had acquired from Quaestio Capital Management SGR

an investment of 9.047% in Cattolica’s share capital, granting itself 15.7 million shares.48

According to the Consob communications on significant holdings on the 4th of May 2016,

Quaestio Capital Management stake of Cattolica Assicurazioni rose to 15.071%. Quaestio

Capital Management Sgr, manager of the Atlante Fund, acquired Popolare di Vicenza, which

already held a significant stake in Cattolica Assicurazioni.

Warren Buffett, so, invested € 115.8 millions in the Italian insurance group led by Alberto

Minali49. The bank Popolare di Vicenza50, through its liquidators, announced on the 5th of

October 2017 the sale of 15.7 million shares of the insurance group to the Berkshire

Hathaway Inc. This represented the last tranche of valorisation of the overall package that

the institute held in the insurance company. During spring 2017, in fact, the bank Popolare

48 Cattolica Assicurazioni, 2017, “Annual Report and Financial Statements” 49 Alberto Minali has been Chief Executive Officer and Director of Società Cattolica Assicurazioni (Società

Cooperativa) since June 1, 2017. Minali served as Chief Financial Officer at Assicurazioni Generali SpA

(Company) from October 2012 to January 2017. Prior to taking the position, he spent more than four years as

Portfolio Manager at Eskatos Capital Management Sarl, which he set up himself in 2008, focusing on

management of hedge funds active in the reinsurance 50 Banca Popolare di Vicenza, founded in Vicenza in 1866, is the first bank to be incorporated in Vicenza and

the first popular bank in Veneto. Today the bank is part of the Intesa Sanpaolo Group – popolarevicenza.it

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di Vicenza sold a first 6 % through an accelerated book building51. On that occasion, 3.437

% of the package was passed to the Fondazione Cariverona52 and the remaining slice, equal

to 3.16 %, to the Fondazione Banca del Monte di Lombardia53.

In the acquisition of Cattolica Assicurazioni, which is a small-mid Cap company, the market

was not involved and the transaction has been made between the bank and the American

group. As for the price, the transaction was executed on the 6th of October at € 7.35 per share

through the Italian independent investment bank Intermonte SIM S.p.A. Ten cents more than

the price Cariverona paid and four cents more than the day before estimates made by the

insurance group that filed the session down by 0.14 % to € 7.31. The Verona, Italy-based

insurance company, on that day, rose as much as 23 %, the biggest advance on record, to €

9 per share. At the end of the day 6th of October 2017, in fact, the company’s market value

has passed from € 1.27 billions to € 1.46 billions, with a growth equal to 14.46 %.

The technical analysis built by Cattolica Assicurazioni’s financial analyst, Intermonte SIM

S.p.A. shows that this acquisition was a Value investment. In fact, the Italian independent

investment bank recommended the stock as “Outperforming”, in a one year horizon, due to

a market price equal to € 7.35 and an expected target price of € 8.2. The Margin of Safety

on the acquisition date was equal to 10.36 %, calculated as 1 - (7.35 / 8.20) *100. Comparing

the 6/10/2017 Margin of Safety with the 6/10/2017 US Generic Government 10 Year Yield,

the benchmark rate of return on low risk investments, it is possible to see that the

compensation for the risk involved in this transaction is equal to the difference 10.36 % -

2.36 %54 = 8 %. So, Value investing in Cattolica Assicurazioni at that time was meant to be

a low risk investment with an interesting upside over the long-run.

51 Book building is the process by which an underwriter attempts to determine at what price to offer an initial

public offering (IPO) based on demand from institutional investors. 52 The Fondazione Cassa di Risparmio di Verona Vicenza Belluno and Ancona is a private non-profit

organisation. It has banking origin, born following the “Amato Carli” law reform of 1990, which had as main

objective the privatization of the Italian credit system 53 Fondazione Banca del Monte di Lombardia is a foundation of banking origin, created in July 1992 after the

“Amato Carli” law reform of 1990, following the spin-off of the banking activity conferred to the Banca del

Monte di Lombardia S.p.A. 54 Bloomberg, 6 October 2017, “US Generic Government 10 Year Yield”

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The table below, built with data published by Borsa Italiana, shows the Ratings on Cattolica

Assicurazioni made by Intermonte SIM over the 3 years’ period 2015 – 2018.

Table n.3.3

Cattolica Assicurazioni Ratings 2015 – 2018 by Intermonte SIM S.p.A.

Borsa Italiana, Intermonte SIM, “Cattolica Assicurazioni studies and reports”

(Personal collection)

Cattolica Assicurazioni, therefore, has been given an outperforming rating between March

and November 2017, whit prices and target prices that have been increasing until May 2018.

outperformance and undervaluation are two faces of the same coin: usually undervalued

stocks are expected to outperform the market and this is, as discussed, the case for Cattolica.

In the view of Intermonte SIM, the rating “Outperform” means that the stock will outperform

the market by between + 10 % and +25 % over a 12-month period. The rating “Neutral”,

quote often associated with Cattolica’s stock, means that the stock will perform between -10

% and +10 % with respect to the market over a 12-month period.

Date Rating Price Target Price20/03/2015 Outperform 7.54 8.4014/05/2015 Neutral 7.62 8.210/08/2015 Neutral 7.21 813/11/2015 Neutral 7.22 811/03/2016 Neutral 6.1 717/05/2016 Neutral 5.7 708/08/2016 Neutral 5.59 723/11/2016 Neutral 5.33 720/03/2017 Outperform 6.23 7.503/05/2017 Neutral 8.7 8.11/05/2017 Outperform 8.1 8.225/07/2017 Outperform 7.24 8.204/08/2017 Outperform 7.29 8.207/11/2017 Outperform 7.29 8.216/11/2017 Outperform 9.02 10,530/01/2018 Neutral 10.65 1122/03/2018 Neutral 9.16 10.509/05/2018 Neutral 8.68 10.514/05/2018 Neutral 8.49 10

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Focusing on the Berkshire Hathaway's move, it should be noted that Buffett has long sought

to invest in the Italian insurance assets. In 2011, the American billionaire had considered

entering the capital of Fondiaria Sai55 when the company sought ways for the revival.

Subsequently, in 2013 he presented an offer to take over the assets of Milano Assicurazioni56

that were put up for sale by UnipolSai57 after having acquired the group headed by the family

Ligresti.

Warren Buffett does not seem to be afraid of making important acquisitions in Italy. During

December 2016, he bought the Italian tractors manufacturer Zephir58. But he is mainly

focusing on the insurance sector, where he is already partially operational thanks to the fact

that he is one of the main operators in the reinsurance world through General Re, Bh

Reinsurance, GEICO and Other Primary. Having said that, given the investment capacity of

Berkshire Hathaway Inc., the bet on Cattolica Assicurazioni is evidently a drop in the sea of

money that the conglomerate has at its disposal. Furthermore, according to Bloomberg

multiples, the company deals with discounting on assets. Moreover, the investment

perspective of Berkshire Hathaway Inc. is normally long-term, which suggests that it will

certainly be a stable participation.

Minali was very excited about Buffett’s investment in Cattolica Assicurazioni and has

interpreted the entrance of Buffett as “a great act of trust towards the company and its

management and an extraordinary chance for Cattolica Assicurazioni, given the

opportunities that this prestigious presence in its capital can open”. The investment, strategic

and not only financial, in the Italian company has not arrived by chance, but rather is the

result of a careful screening that goes well beyond the multiples of the company.

55 Fondiaria-Sai S.p.A. (Fonsai) was an Italian insurance company based in Turin, which was part of the Unipol

Insurance Group. On 6 January 2014, following the merger with the other insurance companies of the Unipol

Group, it became UnipolSai. 56 Milano Assicurazioni S.p.A. was an Italian insurance company based in Milan, which was part of the

Fondiaria Sai insurance group and from 2012 to 2014 indirectly part of the Unipol insurance group. 57 UnipolSai Assicurazioni S.p.A. is the multi-branch insurance company of Unipol Gruppo S.p.A., leader in

Italy in the Non-life business and in the motor liability insurance (R.C. Auto) 58 Zephir has for 40 years been the European leader in the production of road-rail LOCOTRACTORS and

industrial tractors, thanks to the widest range of vehicles guaranteeing the best performances in the world.

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Regarding possible aims in terms of presence in the council or management, it is usually not

in the conglomerate policy to affect the governance of the investee companies, especially if

the share is not 100 % controlled. Among other things, even if the American group had

different intentions they would clash with the peculiarities that make the insurance group an

investment different from the others: it is a cooperative company that by statute still provides

the capita vote. In short, the shares, even if numerous, in the assembly still count one single

vote, and access to the assembly and the list of members is not immediate. Elements that

make it difficult for a future enhancement of participation, unless the rules change. Change,

that has for long been thought, and that has had a turnaround.

In fact, on the 28th of April 2018, the Board of Directors of Cattolica Assicurazioni approved

at 99.9 % the new statute with the adoption of a monistic governance system and a reduction

in the number of board members to 17. The cooperative spirit, and so the capita vote, was

confirmed, but the change aims to enhance the presence of institutional investors by

providing for a 5 % increase in the shareholding capitalization for companies and confirming

the shareholding threshold for natural persons at 0.5 %. The goal is to attract other investors,

encouraging their arrival, as happened, with the landing of Warren Buffett. “The cooperative

structure has never been discussed but we want to adapt the governance to the best

international standards”, explained CEO Alberto Minali. “We will introduce the possibility

for institutional investors, beyond a certain threshold, to have a representation on board”, he

added. The CEO of Cattolica, however, clarified that: “The exceeding of the limit does not

prevent to hold further shares, without losing the status of a member. Non-equity rights

remain exercisable within the limit of the indicated thresholds”.

As of June 2018, Berkshire Hathaway Inc. has not given any signal either to present a list or

request to have a slot in the board, as opposed to the Fondazione Cariverona, which has been

recently authorized by IVASS59, but, if any signals arrive, Cattolica Assicurazioni will

obviously consider that because Warren Buffett is the most influential shareholder. So,

becoming a member of the board of the insurance company does not seem to be a priority

59 IVASS, Istituto per la Vigilanza sulle Assicurazioni, is a body with legal personality under public law that

works to ensure the adequate protection of the insured by pursuing the sound and prudent management of

insurance and reinsurance companies and their transparency and fairness towards the customers. The Institute

also pursues the stability of the system and financial markets.

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for Berkshire Hathaway Inc., and this clash with the active ownership concept discussed

above, but corporate governance will play a fundamental role in the last steps of this analysis.

3.1.2. Cattolica’s share price and market capitalization

During the year 2017, 1,328,625 shares were purchased and 343,905 sold, for a total price

of € 9.4 million for purchases and € 2.4 million for sales. As of 31st of December 2017, the

company held 6,679,907 own shares, equal to 3.8 % of the share capital, recorded in the

Negative reserve for own shares in the balance sheet portfolio for a total book value of € 47

million. Out of the 23,763 shareholders recorded in the company’s Register at the end of

2017, Berkshire Hathaway Inc. has got the largest stake, 9.047 %, which grants Warren

Buffett a strong influence.60

Figure n.3.2

Cattolica Assicurazioni’s ordinary share price, 8 June 2018

Source: Cattolica Assicurazioni, “The Cattolica stock”

The company share price registered at the date 08/06/2018 is € 7.37. From the above chart,

it is clearly visible that in the last month the price per share has been losing value, -17.23 %,

passing from € 8.64 per share, at the beginning of May 2018, to the already mentioned €

7.37 per share. This fall could be attributed to the uncertain political situation that the Italian

60 Cattolica Assicurazioni, 2017, “Annual Report and Financial Statements 2017”

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economy has been subject to and possibly the per share price will recover soon. In the last 3

years, the share price has changed in a relevant way.

Figure n.3.3

Cattolica Assicurazioni ordinary share price movements in the last 3 years

Source: Cattolica Assicurazioni, January 2015 – June 2018, “Price and Performance”

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From the figure above, it is possible to notice that in a period of just 3 years the spread

between the Maximum and Minimum prices is considerable: the difference, in fact, between

the Maximum price € 10.96 and the Minimum price € 4.95 is equal to € 6.1 per share. The

graph clearly shows the high volatility the share price of Cattolica Assicurazioni has been

subject to in the last three years due to the bank crisis and the political uncertainty and

instability. Deepening the price analysis, it will be very valuable to see how the Max and

Min prices have been varying since the beginning of 2015 up to the 8th of June 2018.

Table n.3.4

Cattolica Assicurazioni’s historical prices January 2015 – June 2018

Source: Cattolica Assicurazioni’s historical prices January 2015 – June 2018

(Personal collection)

Max/Min Share price Open High Low Close

Max 2015 7.50 7.55 7.43 7.50Min 2015 6.04 6.16 6.00 6.02Max-Min 2015 1.46 1.39 1.43 1.48

Max 2016 7.28 7.29 7.15 7.29Min 2016 5.02 5.05 4.95 4.98Max-Min 2016 2.26 2.24 2.19 2.31

Max 2017 9.58 9.60 9.37 9.53Min 2017 5.80 5.87 5.73 5.79Max-Min 2017 3.78 3.73 3.65 3.75

Max Pre-06/10/2017 8.24 8.34 8.13 8.24Min Pre-06/10/2017 5.55 5.71 5.55 5.69Max-Min Pre 06/10/2017 2.70 2.64 2.58 2.55

Max Post-06/10/2017 9.58 9.60 9.37 9.53Min Post-06/10/2017 8.60 8.70 8.14 8.58Max-Min Post 06/10/2017 0.98 0.90 1.24 0.96

Max 2018 10.85 10.96 10.50 10.73Min 2018 7.23 7.35 7.03 7.16Max-Min 2018 3.62 3.61 3.47 3.57

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In this analysis, 767 different prices were considered, and each of them was given an Open,

High, Low and Close value. It is possible to affirm that in the years 2015 and 2016 the price

per share of Cattolica Assicurazioni has remained quite stable, with no valuable variations.

2017 is a very important year for the company since Warren Buffett with his holding

Berkshire Hathaway Inc., acquired the 9.047 % of the company’s shares. It is easy to notice

that the Max values have increased consistently, especially after the 6th of October, when the

acquisition was accomplished. From the 6th of October to the 31st of December 2017, the

share price has had a growth of 38 %. Here the reason why the table splits the year 2017 into

a Pre-acquisition and Post-acquisition analysis, important to get this divergence in price.

Notably, the periods with the highest volatility have been 2017, especially the Pre-

acquisition 2017, and 2018, until now. These periods show the highest Maximum-Minimum

share price values.

Table n.3.5

Cattolica Assicurazioni’s historical prices January 2015 – June 2018

Source: Cattolica Assicurazioni’s historical prices January 2015 – June 2018

(Personal collection)

Average Share Price Open High Low Close

Average 2015 6.93 7.01 6.84 6.92

Average 2016 5.77 5.85 5.68 5.76

Average 2017 7.51 7.60 7.42 7.52

Average Pre 06/10/2017 7.03 7.11 6.94 7.04

Average Post 06/10/2017 9.11 9.23 8.98 9.10

Average 2018 9.08 9.19 8.93 9.05

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On average, the highest share price values pertain again to the Post-acquisition 2017. Since

2015 and before the acquisition, the share price of the insurance company has never been so

high. Warren Buffett has had a very positive effect on the company’s performances until

now.

The total number of ordinary shares of Cattolica Assicurazioni is equal to 174,293,926. Each

share has a nominal value of € 3, so the share capital totals € 522,881,778.61 Considering the

close price on the 8th of June 2018, the market capitalization at that date is €

1,284,546,234.62, which can be rounded to € 1.2845 billions. At time of acquisition, when

the price per share was equal to € 7.35, the market capitalization was equal to € 1.2810

billions. On the 8th of June 2018, the difference between the acquisition time and current

market capitalization correspond to € 0.0035 billions, so € 3.5 millions, which, multiplied

for Buffett’s stake of 9.047 %, registers an upside, even if small, in Berkshire Hathaway

Inc.’s investment equal to € 0.316 millions.

Figure n.3.3

Cattolica Assicurazioni’s Market capitalisation October 2017 – June 2018

Source: Personal Collection

The chart shows that the market capitalization of the company has been characterized by ups

and downs since the date of acquisition by Berkshire Hathaway Inc. It is interesting to

understand why the share price and so the market capitalization has changed over time.

61 Share capital, Cattolica Assicurazioni, company’s official investor relations web page.

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The Minimum market capitalization value, € 1267.29 millions, has been registered on the

5th of October 2017, the day before the acquisition of the company: the day after in fact, the

share price benefitted from the American holding’s investment showing a record rise of

14.46 % and closing at € 8.57. The Maximum market capitalization value, €1861.66

millions, happened on the 25th of January 2018, when President of European Central Bank

(ECB) Mario Draghi announced the possibility of an increase in interest rates. Getting closer

to the present, the fall in value started on the 23rd of May 2017, when the President of the

Italian Republic, Sergio Mattarella, appointed Giuseppe Conte to form the new government

after frustrating political elections.

At the time of Maximum market capitalization, the value created from the investment was

equal to € 53.77 millions. A notable amount for Berkshire Hathaway Inc. considering that

the total investment was € 115.8 millions. That value created, in fact, corresponds to 46.43

% of the amount invested, which in case of sale would have represented a very good Return

on Investment. Clearly, the investment has long term horizon, but this example is useful to

understand that in less than four months Buffett could have highly profited from the

acquisition. Making predictions on the future share price is very difficult and the only

certainty remains the uncertainty and volatility of financial markets.

Figure n.3.4

Cattolica Assicurazioni’s Market capitalisation October 2017 – June 2018

Source: Personal Collection

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Keeping the focus on the market capitalization, it is reasonable to study the % change it has

been subject to from the acquisition date. The date of the Maximum % change in the market

capitalization, 49.79 %, corresponds to the date of the Maximum market capitalization, the

25th of January 2018. The initial and final values present a % change equal to 1.03, but during

the period the Max % change has been equal to 47.19, Min % change equal to - 1.78 and

Average % change equal to 24.39.

3.2. Corporate governance as a key driver in Buffett’s model

In Warren Buffett’s model of corporate governance, managers feel like owners of

shareholder capital. They put shareholders’ interests at the top, but even first-rate managers

will sometimes have conflicts of interests with shareholders. Buffett has long thought how

to solve those conflicts and has expressed that in his book, “The Essays of Warren Buffett:

Lessons for Corporate America”.

The book addresses some of the most common governance problems. First, it is important

that managers properly and easily communicate with shareholders. All investors should

receive the same information at the same time. Buffett and Berkshire Hathaway Inc. avoid

making predictions, that too often lead other managers to erroneously make up their financial

reports. Secondly, it is necessary not to map hierarchies or chain of command but to have

first-rate managers who are able, honest, and hard-working. The Chief Executive Officer

(CEO) selection needs special attention because of three major differences Buffett identifies

between CEOs and other employees.

1. Standards for measuring a CEO’s performance are inadequate or easy to manipulate, so

a CEO’s performance is harder to measure than that of most employees;

2. No one is senior to the CEO, so no senior person’s performance can be measured either;

3. A board of directors cannot serve that senior role since relations between CEOs and

boards are conventionally congenial.62

62 Buffett, Warren, 1997 (fourth edition), “The Essays of Warren Buffett: Lessons for Corporate America”

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Major reforms have attempted to align management and shareholder interests or enhance

board oversight of CEO performance. Separation between the identities and functions of the

Chairman of the Board and the CEO, nomination and compensation committees were also

heralded as promising reforms. Perhaps the most pervasive prescription is to populate boards

with independent directors. None of these innovations has solved governance problems,

however, and some have exacerbated them.

The best solution Buffett proposes is to pay great attention in identifying CEOs who will

perform capably regardless of weak structural restraints. Large institutional shareholders

must exercise their power to oust CEOs that do not measure up to the demands of corporate

stewardship. Outstanding CEOs do not need a lot of coaching from owners, although they

can benefit from having a similarly outstanding board. Directors therefore must be chosen

for their business savvy, their interest, and their owner-orientation. According to Buffett,

one of the greatest problems among boards in corporate America is that members are selected

for other reasons, such as adding diversity or prominence to a board or independence.

Buffett pays much attention to the separation between managers and controlling

shareholders. When controlling shareholders correspond to managers, the director power is

weakest: in fact, there is a little the director can achieve when disputes arise between

themselves and the managers / controlling shareholders. In the opposite situation, when

controlling shareholders are not involved in management, directors power is strongest and

can directly solve the disagreement with the controlling shareholders.

Commonly, the biggest troubles for managers happen when controlling shareholders are

missing. To increase its effectiveness, the board should have small dimension and include

outside directors mostly. The biggest threat to shareholders is the possibility for the director

to resign. Holding regular meetings without the CEO of the company can help enhance the

effectiveness of corporate governance and, consequently, of business performance.

At Berkshire Hathaway Inc. CEOs must respect the following rules:

1. Run their business as if they are its sole owner;

2. Keep the business as the only asset they hold;

3. Never sell or merge the business for a hundred years.

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This enables Berkshire CEOs to operate with a long-term horizon ahead of them, in

comparison to most colleagues at public companies, where the focus is strictly short-term.

Short-term results matter, of course, but the Berkshire Hathaway Inc.’s approach is to focus

on the long-term to earn sustainable competitive advantages.

Many managers are paid stock options whose value increases simply by retention of

earnings. This can happen when management and shareholder interests seem to be aligned,

but instead can create more divisions. By retention of earnings, in fact, managers can claim

annual earnings increases without any individual performance and contribute towards the

return on capital. Stock options often transfer shareholder’s wealth to managers. Buffett

claims for caution to be used when approving stock options plans, because of the lack of

alignments they can create. Buffett retains that executives should be measured by

performance, that should be measured by profitability. Stock options, if used, should be

related to individual performances, rather than corporate performances, and prices based on

business value. At Berkshire Hathaway Inc., at least, stock options should not be paid to

executives. All exceptional managers who earn cash bonuses based on the performance of

their own business, in fact, can simply buy whatever stock they want.63

3.2.1. The value of corporate governance at Cattolica

An important reason that attracted Warren Buffett to Value invest in Cattolica Assicurazioni

is the company’s share acquired, which then translates into the potential ability to influence

the corporate governance. Considering that Warren Buffett invested € 115.8 millions to

acquire 15.7 million shares of Cattolica Assicurazioni – that granted him the 9.047 % share

of the company – it is possible to calculate what share he would have obtained in UnipolSai

and Generali Assicurazioni by investing that same amount of capital, on the same date.

Detailed information about the three companies’ share capital, directly extracted from

official data, will follow here. Knowing what the exact number of ordinary shares is and who

the main shareholders are is in fact very useful to accomplish this comparative analysis. The

result will show that investing in Cattolica would have provided a major influence.

63 June Rhee; HLS Forum on Corporate Governance and Financial Regulation (Co-editor), March 29, 2013,

“Governance Buffett Style”, “Harvard Law School Forum on Corporate Governance and Financial Regulation”

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1. Cattolica Assicurazioni:

Figure n.3.5

Cattolica Assicurazioni’s shareholder’s structure

Source: Cattolica Assicurazioni, 2018, “members and shareholders”

The total number of ordinary shares of Cattolica Assicurazioni is equal to 174,293,926.

Each share has a nominal value of € 3, so the share capital totals € 522,881,778, as of

2018. The chart below shows that Berkshire Hathaway Inc, as already mentioned more

than once, holds the largest stake of the share capital. Its stake is equal to 9.047 %, which

rounded appears, as in the picture, equal to 9.05 %. With smaller percentages of shares

follow Fondazione Cariverona (3.44 %), Fondazione Banca del Monte di Lombardia

(3.16 %), Norges Bank (3.09 %), Own shares (3.83 %). Other members and shareholders

account for the 77.43 %: the difference between a member and a shareholder is that the

former grants personal rights such as the right to attend General Meetings, while the

latter holds capital-related rights, such as collecting dividends and participating to capital

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increases. Before, each member could hold a maximum stake of 0.5 % of the capital if a

natural person, or 2.5 % if a corporation: as mentioned above, after 28th of April 2018,

the Board of Directors of the insurance company approved the maximum stake of 5 %

for corporations, hoping to have an increase in the number of institutional investors.64

2. UnipolSai:

UnipolSai share capital is composed by UnipolSai Ordinary shares, as showed below.

Table n.3.6

UnipolSai’s share capital

Source: UnipolSai, 2018, Share Capital

Total number of ordinary shares for UnipolSai is 2,829,717,372. Each share has a

nominal value equal to € 0.71. As of the 6th of June 2018, the main shareholders are:

Unipol Gruppo S.p.A. (57.346 %), Unipol Investment S.p.A. (9.999 %) and Unipol

Finance S.r.l. (9.992 %).

Table n.3.7

UnipolSai’s Main shareholders

Source: UnipolSai, 2018, Shareholding structure

64 Share capital, Cattolica Assicurazioni, company’s official investor relations web page.

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3. Generali Assicurazioni:

Updated to the 16th of April 2018, the shareholder structure of Generali Assicurazioni is

as follows. Main shareholders, who accounts for the 23.14 % of total share capital, are:

Mediobanca (12.95 %), Caltagirone Group (4.00 %), Delfin S.AR.L. – Leonardo del

Vecchio Group (3.15 %) and Edizione Srl – Benetton Group (3.04 %). Moreover,

remaining share capital is hold by Institutional investor (41.16 %), Retail shareholders

(26.33 %), other investors (9.21 %) and not identifiable shareholders (0.16 %).

Figure n.3.6

Generali Assicurazioni, 16 May 2018, Ownership structure

Source: Generali Assicurazioni, 16 May 2018, Ownership structure

As of 2018, Generali Assicurazioni’s share capital is equal to € 1,565,165,364. The total

number of shares is 1,565,165,364, so each share has a nominal value of € 1.

Having examined the shareholding structures and the share capitals of the considered

insurance companies, it is now interesting to analyse the different companies’ shares, both

Ownership structure, Generali Assicurazioni, 16/045/2018

Source: Ownership structure, Generali Assicurazioni

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in the past, at the time of Cattolica Assicurazioni’s acquisition by Buffett, and in the present,

that Buffett would have obtained by investing the same amount of capital € 115.8 millions.

Table n.3.8

Past analysis of the companies’ stakes acquired by Buffett, 6 October 2017

Source: Personal collection

On the 6th of October 2017, time of acquisition of Cattolica Assicurazioni’s 9.047 % shares,

Warren Buffett would have obtained the 2.087 % shares of UnipolSai and the 0.473 % shares

of Generali Assicurazioni. The % shares have been calculated as follows:

• Cattolica Assicurazioni

Knowing that Market Capitalization (€ 1.281 Bil) is equal to the product between the

Share price (€ 7.35) and the number of Shares outstanding (0.174 Bil), Cattolica

Assicurazioni Buffett’ share equal to 9.047 % derives from (€ 0.1158 Bil / € 1.281 Bil)

* 100. For sake of calculation simplicity and uniformity, the invested amount of € 115.8

millions has been converted into € 0.1158 billions.

• UnipolSai

Knowing that Market Capitalization (€ 5.546 Bil) is equal to the product between the

Share price (€ 1.96) and the number of Shares outstanding (2.829 Bil), UnipolSai

Buffett’ share equal to 2.087 % derives from (€ 0.1158 Bil / € 5.546 Bil) * 100. For sake

of calculation simplicity and uniformity, the invested amount of € 115.8 millions has

been converted into € 0.1158 billions.

• Generali Assicurazioni

Knowing that Market Capitalization (€ 24.432 Bil) is equal to the product between the

Share price (€ 15.61) and the number of Shares outstanding (1.565 Bil), Generali

Assicurazioni Buffett’ share equal to 0.473 % derives from (€ 0.1158 Bil / € 24.432 Bil)

Date (06/10/2017) Share price (€) Shares outstanding (Bil) Market Capitalization (Bil €) Buffet's share (%)

Cattolica Assicurazioni 7.35 0.17 1.28 9.04

UnipolSai 1.96 2.82 5.54 2.08

Generali Assicurazioni 15.61 1.56 24.43 0.47

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* 100. For sake of calculation simplicity and uniformity, the invested amount of € 115.8

millions has been converted into € 0.1158 billions.

Table n.3.9

Present analysis of the companies’ stakes acquired by Buffett, 7 June 2018

Source: Personal Collection

On the 7th of June 2018, time of current analysis, Warren Buffett would have obtained the

8.650 % shares of Cattolica Assicurazioni, the 2.176 % shares of UnipolSai and the 0.513 %

shares of Generali Assicurazioni. The % shares have been calculated as follows:

• Cattolica Assicurazioni

Knowing that Market Capitalization (€ 1.338 Bil) is equal to the product between the

Share price (€ 7.68) and the number of Shares outstanding (0.174 Bil), Cattolica

Assicurazioni Buffett’ share equal to 8.650 % derives from (€ 0.1158 Bil / € 1.338 Bil)

* 100. For sake of calculation simplicity and uniformity, the invested amount of € 115.8

millions has been converted into € 0.1158 billions.

• UnipolSai

Knowing that Market Capitalization (€ 5.319 Bil) is equal to the product between the

Share price (€ 1.88) and the number of Shares outstanding (2.829 Bil), UnipolSai

Buffett’ share equal to 2.176 % derives from (€ 0.1158 Bil / € 5.319 Bil) * 100. For sake

of calculation simplicity and uniformity, the invested amount of € 115.8 millions has

been converted into € 0.1158 billions.

• Generali Assicurazioni

Knowing that Market Capitalization (€ 22.538 Bil) is equal to the product between the

Share price (€ 14.40) and the number of Shares outstanding (1.565 Bil), Generali

Date (07/06/2018) Share price (€) Shares outstanding (Bil) Market Capitalization (Bil €) Buffet's share (%)

Cattolica Assicurazioni 7.68 0.17 1.33 8.65

UnipolSai 1.88 2.82 5.31 2.17

Generali Assicurazioni 14.40 1.56 22.53 0.51

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Assicurazioni Buffett’ share equal to 0.513 % derives from (€ 0.1158 Bil / € 22.546 Bil)

* 100. For sake of calculation simplicity and uniformity, the invested amount of € 115.8

millions has been converted into € 0.1158 billions.

After these considerations, it seems more obvious to understand why Buffett preferred

investing in Cattolica Assicurazioni over UnipolSai and Generali Assicurazioni. Apart from

the lower influence on the corporate governance, it must be added that investing in such

nationalistic companies, as UnipoSai and especially Generali Assicurazioni, would have

shaken up the system, and this is further explanation that justifies the acquisition of Cattolica.

3.2.2. The unification of Ownership and Control at Cattolica

Having expressed important reasons why Warren Buffett and his holding Berkshire

Hathaway Inc. invested in Cattolica Assicurazioni, it will be now interesting to link Buffett’s

model of Governance with Cattolica’s one.

As already mentioned along the analysis, on the 28th of April 2018, the Board of Directors

of Cattolica Assicurazioni approved at 99.9 % the new statute with the adoption of a monistic

governance system and a reduction in the number of board members to 17. The cooperative

spirit, and so the capita vote, was confirmed, but the change aims to enhance the presence of

institutional investors by providing for a 5 % increase in the shareholding capitalization for

companies and confirming the shareholding threshold for natural persons at 0.5 %. The goal,

again, is to attract other investors, encouraging their arrival, as happened, with the landing

of Warren Buffett.

So, the question is why Cattolica Assicurazioni decided to adopt a monistic system. The

monistic system is characterized by the fact that the control body is not separated from the

management body, but is constituted within it. The one-tier model, in fact, provides for the

impossibility of entrusting the administration to a single director and the elimination of the

supervisory board. Therefore, there is:

1. A mandatory board of directors, in place of a possible sole director, who is exclusively

responsible for the management of the company;

2. A management control committee chosen within the board of directors.

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The monistic system differs from the traditional one characterised by the board of directors

and the board of statutory auditors and from the dualistic one which envisages supervisory

board and the management committee.

In Italy, two thirds of the listed companies have got controlling shareholders in a minority

in the assembly. Simplification is the underlying motivation for the new corporate

governance trend that goes towards the monistic system. It is not a coincidence that the

companies that have adopted it belong to highly supervised sectors. Cattolica Assicurazioni

and Ubi Banca adopted a monistic system while Banca Leonardo is on the point to do that.

Despite being introduced with the 2003 Vietti reform, the already explained monistic system

has not affirmed in Italy: just the 2.5 % of the companies chose it, against the 20 – 30 % rate

in countries such as Holland, Japan and Portugal, which have admitted this option more

recently. In France, for example, more than 80 % of listed companies have got a monistic

system, but there that model is the traditional model, which all countries are struggling to

abandon.

The problem of the traditional Italian system is that it is unique: the board of statutory

auditors and the “Voto di lista” exist only in Italy. It does not mean that it is not working,

but that, in a world which is much more facing the globalization of markets and best practice,

the local context must make even greater efforts to adapt to international standards. The

monistic, conversely, is a more understandable model for foreign investors who have

exponentially invested in the FTSE-MIB Index stocks. Since 2008 the FTSE-MIB listed

companies’ float has increased from less than 50 % to over 60 %. The average share of

capital hold in the assembly has meanwhile risen from just over 25 % to over 45 % and the

weight of controlling shareholders has almost halved from 70 % to 40 %.

Therefore, as previously announced, two thirds of the listed companies have got the

controlling shareholders in a minority in the assembly. This shows the weakening of the

traditional distinctions between majority shareholders and minority shareholders, with the

paradox of the appointment of minority board and the risk of a split between corporate bodies

and within the board itself. The monistic should precisely help to increase social cohesion,

rationalize the system of controls and overcome the embarrassment of companies that have

chosen to present the list of the outgoing board, but that avoid doing so because of the

statutory board which should control it. In addition, there is also a reason of general savings:

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the 675 statutory auditors of the Italian listed companies cost a total of € 33 millions, and the

monistic system could be the tool to reduce those costs.65

If, from one side, the reason of the governance choice made by the Verona based company

is welcoming new and foreign institutional investors, from the other side, it is in net contrast

with what Eugene F. Fama and Michael C. Jensen express in their famous article “Separation

of Ownership and Control”. They think that decision managers are more likely to take

actions that deviate from shareholders’ interest when effective control procedures are

missing. In fact, they state that: “An effective system for decision control implies, almost by

definition, that the control (ratification and monitoring) of decisions is to some extent

separate from the management (initiation and implementation) of decisions. Individual

decision agents can be involved in the management of some decisions and the control of

others, but separation means that an individual agent does not exercise exclusive

management and control rights over the same decisions.”

The authors of the article aim to explain why the separation of decision management,

decision control and residual risk bearing is efficient. It is important to keep in mind the

“relations between the risk-bearing and decision processes of organizations:

1. Separation of residual risk bearing from decision management leads to decision systems

that separate decision management from decision control.

2. Combination of decision management and decision control in a few agents leads to

residual claims that are largely restricted to these agents”.

Therefore, the conversion of the under-analysis insurance company into a monistic system,

which combines those nominated functions, seems to represent an inefficient choice.

Furthermore, Fama and Jenses refer to noncomplex as companies where specific information

relevant to decisions is concentrated in one or a few agents: usually most small organizations

tend to be noncomplex, and most large organizations tend to be complex, but the

correspondence is not perfect. Consequently, small noncomplex organizations can

efficiently control the agency problems caused by the combination of decision management

and control in one or a few agents by restricting residual claims to these agents. Such a

combining of decision and risk-bearing functions is efficient in small noncomplex

65 Il Sole24Ore, 15 June 2018, “Perchè il monistico piace agli investitori”

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organizations because the benefits of unrestricted risk sharing and specialization of decision

functions are less than the costs that would be incurred to control the resulting agency

problems. Since Cattolica Assicurazioni is listed, it is considered a complex company.66

In fact, being Cattolica Assicurazioni a mutual insurance company, it is interesting to refer

to the following article’s section as well: “Nearly complete separation and specialization of

decision control and residual risk bearing is common in large open corporations and financial

mutuals where most of the diffuse residual claimants are not qualified for roles in the

decision process and thus delegate their decision control rights to other agents. When

residual claimants have no role in decision control, we expect to observe separation of the

management and control of important decisions at all levels of the organization.”

Having said that, the governance conversion put in action seems even more controversial. In

fact, Cattolica Assicurazioni used to have a separation between control and management,

but after Buffett’s arrival that separation changed into a unification of the functions. The

reason could be that Warren Buffet, as institutional investor, doesn’t look for an active

approach in the governance of Cattolica Assicurazioni and doesn’t need to have a

supervisory board that defends his interests. He fully trusts the management, and it was

probably to avoid the conflicts of interests mentioned in the previous pages that he pushed

for that unification of management and control. Simplifying the management, Buffett

maintains a passive role towards his shares and give full support and trust to the individual

board of directors, represented by Alberto Minali. No conflicts of interests should happen

but, apparently, less efficiency will lead to poorer economic returns.

As a matter of fact, this extract is referred to the economic benefits for a complex

organisation with separation of management and control: “Separation and diffusion of

decision management and decision control – in effect, the absence of a classical

entrepreneurial decision maker – limit the power of individual decision agents to expropriate

the interests of residual claimants. The checks and balances of such decision systems have

costs, but they also have important benefits. Diffusion and separation of decision

management and control have benefits because they allow valuable knowledge to be used at

66 Fama, Eugene F.; Jensen, Micheal C., 1983, “Separation of Ownership and Control”, University of Chicago

University of Rochester

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the points in the decision process where it is most relevant and they help control the agency

problems of diffuse residual claims. In complex organizations, the benefits of diffuse

residual claims and the benefits of separation of decision functions from residual risk bearing

are generally greater than the agency costs they generate, including the costs of mechanisms

to separate the management and control of decisions.”

Finally, the authors claim that separation of management and control would be expected

more generally in financial mutuals, either complex or noncomplex. “Most organizations

characterized by separation of decision management from residual risk bearing are complex.

However, separation of the management and control of decisions contributes to the survival

of any organization where the important decision managers do not bear a substantial share

of the wealth effects of their decisions – that is, any organization where there are serious

agency problems in the decision process. We argue below that separation of decision

management and residual risk bearing is a characteristic of non-profit organizations and

financial mutual, large and small, complex and noncomplex. Thus, we expect to observe

separation of the management and control of important decisions even in small noncomplex

non-profits and financial mutuals where, ignoring agency problems in the decision process,

concentrated and combined decision management and control would be more efficient.” 67

The ultimate objective of the considered article is really to affirm that separation of

management and control is useful when information is complex, and the deriving

specialization increase the economic value of the company. Therefore, Buffett’s influence

in accepting a monistic governance system seems illogical under a Value creation

perspective. As analysed during the project, active ownership allows companies to better

their ESG behaviour, which is correlated to equity performances and, consequently, reduce

costs and increase competitiveness and profitability. So, even if active ownership is a very

effective practice to maximize shareholder value and improve long-term returns, Berkshire

Hathaway Inc. decided to have a passive control over its Cattolica Assicurazioni’ shares.

67 Fama, Eugene F.; Jensen, Micheal C., 1983, “Separation of Ownership and Control”, University of Chicago

University of Rochester

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Chapter 4. Conclusions Berkshire Hathaway Inc.’s acquisition of the 9.047 % of Cattolica Assicurazioni’s share

price has been a Value investment so far. In fact, on the 6th of October 2017, date of

acquisition, the Italian company’s share price was undervalued and was promising positive

results over a long-term horizon. Intermonte SIM S.p.A., was recommending as

“Outperforming” the stock of the group led by Alberto Minali. Market price was equal to €

7.35 and the target price was expected equal to € 8.20: so, the Margin of Safety on that date

was 10.36 % deriving from 1 - (7.35 / 8.20) *100. Comparing the 6/10/2017 Margin of Safety

with the 6/10/2017 US Generic Government 10 Year Yield, the benchmark rate of return on

low risk investments, it is possible to see that the compensation for the risk involved in this

transaction is equal to the difference 10.36 % - 2.36 % = 8 %. So, Value investing in Cattolica

Assicurazioni at that time was meant to be a low risk investment with an interesting upside

over the long-run.

As of 15th of May 2018, data of the last month financial analysis published by Intermonte

SIM S.p.A on Cattolica Assicurazioni, the market price was € 8.49 and the expected target

price was € 10. So, in this case, the Margin of Safety was equal to 15.1 %, deriving from 1 -

(8.49 / 10) *100. Comparing the 15/05/2018 Margin of Safety with the 15/05/2018 US

Generic Government 10 Year Yield, it is possible to see that the compensation for the risk

involved in this transaction is equal to the difference 15.1 % - 3.07 %68 = 12.03 %. So, Value

investing in Cattolica Assicurazioni at that time was even less risky and more performing

over the long run than at time of acquisition.

As of 15th of June 2018, the Margin of Safety, or discount of the intrinsic value to the market

price is equal to 12.9 %, deriving from 1 - (7.71 / 8.85) *100. In fact, Intermonte SIM S.p.A.

estimates that the intrinsic value per share is equal to € 8.85.69 Comparing the 15/06/2018

Margin of Safety with the 15/06/2018 US Generic Government 10 Year Yield, it is possible

to see that the compensation for the risk involved in this transaction is equal to the difference

68 Bloomberg, 15 May 2018, “US Generic Government 10 Year Yield 69 Intermonte SIM S.p.A., 2018, “Cattolica Assicurazioni share price”

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12.9 % - 2.92 %70 = 9.98 %. So, Value investing in Cattolica Assicurazioni today would be

even less risky and more performing over the long run than at time of acquisition.

The Margin of Safety analysis confirms that the Value investment in Cattolica Assicurazioni

is still very actual and successful.

As of today, 15th of June 2018, the company’s close share price is equal to € 7.71, which is

a bit higher than the share price at time of acquisition (€ 7.35). Considering the total number

of ordinary shares of Cattolica Assicurazioni equal to 174,293,926, the market capitalization

at that date is € 1,343,806,169.46, which can be rounded to € 1.3438 billions. At time of

acquisition, when the price per share was equal to € 7.35, the market capitalization was equal

to € 1.2810 billions. So, on the 15th of June 2018, the difference between the acquisition time

and current market capitalization correspond to € 0.0628 billions, so € 62.8 millions, which,

multiplied for Buffett’s stake of 9.047 %, registers an upside in Berkshire Hathaway Inc.’s

investment equal to € 5.681 millions.

Only one week ago, on the 8th of June 2018, the upside in Berkshire Hathaway Inc.’s

investment was equal to € 0.316 millions, therefore the value created in just a week has been

equal to € 5.365, € 5.681 millions - € 0.316 millions. This gives a precise idea of how much

market prices are variable in the short run and how much financial markets, which are very

volatile, can be easily influenced by socio-political events, as already discussed in the

previous chapter. Even if the investment seems to be successful in the short run, it will be

fundamental for Berkshire Hathaway Inc. not to let the market overcome its emotional state

and keep a long-term focus.

At the present date, 15th of June 2018, the Return on Investment is equal to € 5.681 millions

which correspond to the 4.90 % of the amount invested, € 115.8 millions. Compared to the

46.43 %, return associated to the value created at the time of Maximum market capitalization

on the 25th of January 2018 equal to € 53.77 millions, this return is quite small, but still gives

a positive signal. In fact, the difference between those two returns is equal to 41.53 %, 46.43

% - 4.90 %, so the value creation in the long run is consistent with respect to the original

amount invested. Making predictions on the future share price is very difficult and the only

70 Bloomberg, 15 June 2018, “US Generic Government 10 Year Yield”

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certainty remains the uncertainty and volatility of financial markets. Only the long horizon

will be able to judge the Value investment made by Warren Buffett on Cattolica

Assicurazioni, but as of now, the calculated upside show positive economic performances.

We know that companies could be undervalued because of distortions in the valuations. It is

interesting to understand how the investor can benefit from them perhaps after structural

changes in the corporate governance. As we discussed in the previous chapter, this is what

happened in the case of Cattolica Assicurazioni. If the economic performances of Value

investments, and in this case, of Warren Buffett’s acquisition of the Italian insurance

company, must be judged over the long run, the CEO of Berkshire Hathaway Inc. has

managed to produce tangible structural changes in the governance system of Cattolica

Assicurazioni during a short-term period.

In fact, on the 28th of April 2018 the Verona based company has switched from a traditional

governance system to a monistic one. The changes caused by this switch have already been

analysed, but it will be again interesting to understand why the American investor accepted

this decision.

Along the project, I reported the study on the correlation between ESG investing and equity

performances, which reduces costs and increases competitiveness and profitability. This is

possible when the shareholder exercises an active ownership which, as ultimate objective,

allows for a shareholder value’s maximization and an improvement in the long-term results.

Furthermore, the article of Eugene F. Fama and Micheal C. Jensen, “Separation of

Ownership and Control”, affirms the economic superiority of separation between

management and control with respect to the unification of them, brought by the monistic

system.

The key to understand why Berkshire Hathaway Inc. has accepted a corporate governance

system that, as the studies reported, should produce less efficient economic performances, is

the concept of simplification. The monistic system, in fact, aims at increasing social

cohesion, rationalizing the system of controls and reducing the conflicts of interests which

can represent a big cost and an inefficiency for the business. Even if he also thinks that

director power is strongest when management and controlling shareholders are separated,

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this time he opted for a simplification of the business which can help avoid the expensive

conflicts of interests.

Berkshire Hathaway Inc. hasn’t asked yet for any memberships in the Cattolica

Assicurazioni’s board and if it will keep this passive position there will be no reason to make

that kind of request. Warren Buffett fully trusts the management of Cattolica Assicurazioni

represented by Alberto Minali and for the moment the choice has economically been

rewarding his Value investment. In Italy, even considering the shocks to the local financial

market caused by the political instability and the speculation, it is possible to find performing

stocks that are attractive to Value investors. Since Warren Buffett’s acquisition, Cattolica

Assicurazioni’ stock has been outperforming the FTSE-MIB Index.

To conclude, also a passive approach, which is completely opposed to the acclaimed active

ownership and to the strategy deriving from the separation of ownership and control, could

become a winning strategy, but time will reveal the right answer. In fact, as stated by

Benjamin Graham, “In the short run, the market is a voting machine but in the long run, it is

a weighing machine.”

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Summary

Chapter 1. Value Investing 1.1. History and definition

In 1920, Benjamin Graham and David Dodd developed Value investing, a methodology

which has proven to be the most performing investment strategy ever developed, despite the

many and unpredictable changes in the economy and financial markets during the last

century.71 Benjamin Graham is considered the undisputed father of Value investing, the

investment philosophy that considers the fundamental data of the stocks, as well as the

inspiring master of Warren Buffett, the greatest living investor. Warren Edward Buffett is

considered the best Value investor of all times, nominated the “Oracle of Omaha”.

Through his books, “The Intelligent Investor” and “Security Analysis”, Graham states that

investors need to direct their investments towards shares of companies with great financial

stability, solid fundamentals and excellent growth prospects for their business. The advice

of Graham is to neglect the temporary fluctuations of the market and focus on the long-term

growth of winning businesses, as summarised in the parable of Mr. Market.72 The stock

market is subject to large and recurrent fluctuations. The intelligent investor should take

advantage of them exploiting the Pricing approach to profit from undervalued stock.

1.1.1. The theoretical approach

Value investing is the art of buying shares that the market offers at a significant discount

compared to their intrinsic value, or Target price, the actual and perceived value of a

company. The discount of the intrinsic value to the market price is the Margin of safety73,

that allows an investment to be made with minimal downside risk74. When the market price

71 Columbia Business School, “The Heilbrunn Center for Graham & Dodd Investing - Value Investing History” 72 Graham, Benjamin, 1949 (revised edition), “The Parable of Mr. Market”, “The intelligent investor” 73 Margin of safety is a principle of investing in which an investor only purchases securities when the market

price is significantly below its intrinsic value. 74 Downside risk is an estimation of a security's potential to suffer a decline in value if the market conditions

change, or the amount of loss that could be sustained because of the decline. Depending on the measure

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is lower than the discount to the intrinsic value, Value investors finally decide to buy and

engage in a long-term Value investment, which hopefully will create value for them. Value

investors look for easily understandable companies with cheap valuation parameters,

typically low multiples of their profits or assets, for reasons that are not justified in the long

run. The reasons why the stocks present lower values may be many, but the most common

are: disappointing short-term profits, markets fall, bad news, cyclical fluctuations.

The Value investing approach requires a contrarian mentality75 and a long-term investment

horizon. It is assumed that in the long run stocks will return to the intrinsic value, giving the

investor the opportunity to sell and earn the value from the investment. Value investing seeks

to exploit the irrational behaviour of emotional investors.

1.1.2. The practical methodology

The main idea is to evaluate companies with a different method from the traditional

Discounted Cash Flow (DCF) model to determine, with less uncertainty, the intrinsic value

of the analysed share and compare it with the market price. The Discounted Cash Flow

(DCF) model requires that the value of the company is given by the sum of the future cash

flows available for investors, discounted to the Weighted Average Cost of Capital (WACC).

The value calculated in this way is subject to great variability due to the uncertainty in the

assumptions underlying the calculation: the longer the time horizon, the greater the

uncertainty. Value Investing is essentially based on three parameters, all needed to get the

long-awaited intrinsic value: Book Value of Assets, Earnings Power and Growth Value. The

intrinsic value of the company will be then compared with the market price on the stock

exchange, which very often reflects more the volatile trend of the markets than its substantial

value.

More specifically, comparing the Book Value of Assets with the Earnings Power it can be

determined if the company’s management is creating value: when the value of Earnings

Power is higher than the Book Value of Asset, the company has a competitive advantage, a

used, downside risk explains a worst-case scenario for an investment or indicates how much the investor stands

to lose. 75 Contrarian mentality involves hunting for stocks that are seemingly not trading up to their value potential.

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franchise. The franchise, to exist, must be sustainable over the long term to guarantee future

returns superior than the Weighted Average Cost of capital (WACC) and a possible

profitable growth.

A company has a franchise when there are barriers to entry that alienate potential competitors

or make new entrants work at a competitive disadvantage. The advantage must be

identifiable and structural and derives exclusively from the presence of at least one of the

following four factors: protection, lower costs of production, captive customers or

economies of scale. Again, the value of growth can be considered if and only if the company

enjoys a sustainable competitive advantage. It is fundamental to keep in mind that Earnings

Power higher than Book Value of Assets does not necessary mean Buy: in case of a well-

established company, the market price will probably be higher than the intrinsic value.

1.1.3. Main metrics and Graham’s 7 Golden rules

Knowing the main metrics is a must for all investors. There are dozens of metrics that can

be used to evaluate a stock, but the following are some of the best used by Value investors

to identify undervalued stocks: Price to Earnings Ratio (P / E), Price to Equity (Book Value)

ratio (P / BV), Price to Earnings to growth ratio (PEG), Debt to capital ratio, Current ratio

and Return on equity (ROE).

In his book, Graham enunciates the 7 Golden rules not to depart from in the choice of stocks:

adequate size of the company, financial situation sufficiently robust, stability of earnings,

dividends, profit growth, moderate Price / Earnings ratio, moderate Price / Equity ratio. All

these rules are used to create a good Margin of safety that serves to exclude purchases when

a too large portion of the price paid depends on the expected profits that are increasing in

the future, a factor that greatly increases the risks of investment. Graham's final advice to

the defensive investor is to buy a very diversified portfolio consisting of the best stocks and

bonds with a high level of rating.

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1.2. Investors or Speculators, Contrarian or Momentum?

Graham theorized a well-known distinction between Investors and Speculators. The former

are the analysts, who ensure an adequate return based on a careful acquisition of the

securities. The latter, those who study more the timing of intervention than the substance of

the companies investigated. Moreover, investors can choose two different investment

strategies: Contrarian or Momentum. Richard H. Driehaus76 developed Momentum

investing as a strategy to exploit the most recent market trends, while Warren Buffett,

sponsors a Contrarian approach, whose investment decisions deviate from the general

direction of the markets. Momentum investors buy expensive stocks and wait for prices to

rise higher before selling for a profit: the greatest risk Momentum investors face is entering

a position at the wrong time, topically when the stock has already had its best trends.

1.2.1. Value investors Vs Growth investors

The bottom 30 % of US securities have experienced an average annual return of 13.7 % to

investors in the period between 1926 and 1995; on the contrary, the top 30 % by price has

experimented, with similar conditions, average annual returns of 9.6 %. These data confirm

the thesis of the triumph of Value investing, surpassing by performance the most expensive

stocks 91 % of the times over the period observed. There was a margin of 12.9 % points in

the period 1996-99 between the S&P Value index and S&P Growth index, in favour of the

latter. In the last seventeen years, the returns conferred by the two approaches have alternated

dividing the role of performing investing model: the period from 2000 to 2007 was

dominated by Value investing and subsequently, until 2015, the S&P Growth index scored

average upper results. In the last years, Value strategy has turned the performances in its

favour.

Benjamin Graham was one of the most important exponents of the Fundamental analysis,

which proceeds from the postulate that the stock exchanges, especially in the medium-short

period, are excessively changeable and unreliable and that in the long run, a good and careful

76 Driehaus Capital Management of Chicago, is one of the major small and medium-sized manager companies

and its success led the founder to be included in the Barron's All-Century Team, a group of 25 fund managers

that includes investment luminaries like Peter Lynch and John Templeton.

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evaluation of a budget always ticks on contingencies and momentary whims of investors.

The other major investment school is the Technical analysis of Growth investing, which

bases its choices on the performance of the value of the stock over time. The experts of

Technical analysis are convinced that the market is always right and that the price contains

itself all the elements of a stock, explaining every information and every possible

development at the time known.

1.2.2. Value investing and the long term historical cycles

Value investing has proven to outperform long-term historical cycles in the last 100 years.

Overall, there are about 70 % more Growth funds on the market compared to Value funds.

Value investments are sometimes judged monotonous. Many companies pay boring

dividends, while others may have had low performances and be sold. Generally, Growth

investing is sexier than Value Investing. The reason why Value investing works in the long

run is precisely because it often does not work in the medium run. In fact, Growth has

exceeded the Value most of the time in the last 5 and 10 years, but the tide is slowly starting

to turn in favour of Value.

Although it has been easier to sell the Growth so far, this trend will not last forever. With

the launch of Smart beta funds, there will probably be a gap between Growth and Value

funds to shrink significantly as most of the Smart beta funds are out of balance with Value

stocks. Smart Beta investing combines the benefits of passive investing and the advantages

of active investing strategies.77 The main objective of Smart Beta is to obtain Alpha, lower

risk, or increase diversification at a cost lower than traditional active management and

77 Patrick O'Shaughnessy, O'Shaughnessy Asset Management.

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marginally higher than straight index investing.78 It attempts to build an optimally diversified

portfolio. In effect, Smart Beta is a mix of efficient-market hypothesis79 and Value investing.

1.2.3. Index funds as best Investments

Warren Buffett affirms that for an average investor the best way to make money is through

an investment fund indexed to the entire stock market. An index investment fund80 is a fund

that has the objective of reproducing the trend of an entire reference price list / index. The

index funds are managed passively and therefore have lower operating costs compared to

the common actively managed fund. This simple investment strategy was spread by John C.

Bogle, founder of The Vanguard Group, who thinks that, to invest successfully, it is

necessary to be a long-term investor, so that the value from the invested capital can be

appreciated thanks to the growth of fundamental values and the real economy.

Based on the performance of the US stock market in the last century, over a time horizon of

a single year the return on the entire stock market can fluctuate between -11.1 % and + 25.1

% on average. Over a ten-year horizon, the yield may fluctuate between + 2.4 % and + 11.2

% on average per year. And over a period of fifty years, yield stabilizes definitively,

oscillating between + 5.7 % and + 7.7 % on average annual – values extremely close to the

historical average of 7 %. The reason why the stock market provides a 7 % return over the

long term is mainly due to the growth in profits and dividends of listed companies., the return

derived from dividends and profits is identical to the 7 % return provided by the equity

78 Index investing is a passive strategy that aims to generate similar returns as a broad market index. Investors

use index investing to replicate the performance of a specific index – generally an equity or fixed-income index

– by purchasing Exchange-Traded Funds (ETF), marketable securities that track an index, commodity, bond,

or a basket of assets like an index fund. Among the advantages, index investing seems to outperform active

management over a long-time frame and eliminates many of the biases and uncertainties that arise in a stock

picking strategy. 79 Investment theory supporting the impossibility to “beat the market” because stock market efficiency causes

existing share prices to always incorporate and reflect all relevant information. 80 An index fund is a type of mutual fund with a portfolio constructed to match or track the components of

a market index, such as the Standard & Poor's 500 Index (S&P 500). An index mutual fund is said to provide

broad market exposure, low operating expenses and low portfolio turnover. These funds adhere to specific

rules or standards (e.g. efficient tax management or reducing tracking errors) that stay in place no matter the

state of the markets.

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market itself. There are three variables that determine the yield on the long-term stock

market: dividend yield (%), rate of profit growth and change in the Price / Earnings ratio,

speculative component of the market.

Chapter 2. Main tractions and Warren Buffett’s holding

2.1. Dividends, ESG and Active ownership

2.1.1. Four Rule to earn via Dividends

The largest gains can be obtained from shares of companies that over time, year after year,

increase the number of dividends. In general, dividend-oriented investors should pay

attention to the following four rules: quality, discounted price, growth and volatility.

2.1.2. ESG: Equity performances and Active ownership

The first European study on the correlation between ESG and performance ratings,

conducted by the Politecnico di Milano School of Management81 and by Banor SIM82 reveal

that the shares of the most responsible companies in terms of Environmental, Social and

Governance are the most rewarded. The securities belonging to the basket of companies with

the highest ESG rating are those that perform better and that show both higher revenue

growth, better margins and dividend yield. So, the study states that the integration between

the ESG indicators and the classic economic-financial considerations used by analysts in the

Value investing approach is the best strategy, in terms of returns, to create efficient portfolios

81 The Politecnico di Milano School of Management, established in 2003, welcomes the multiple research,

training and consulting activities in the fields of economics, management and industrial engineering that the

Politecnico carries out through its various internal structures and consortium. 82 Banor SIM, present on the market since 1989 as a vehicle for the private banking activities of a group of

banks in northern Italy, was taken over in 2000 by a group of private investors and managers led by

Massimiliano Cagliero, the current CEO. The goal of Massimiliano Cagliero and its partners was to create an

independent private banking in Italy that would implement the principles of Value investing. Today it is one

of the leading Italian securities brokerage companies and specializes in capital management and investment

advice.

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and secure a competitive advantage in the long-term. In terms of volatility there are no major

differences between good and non-good securities. It has been studied that through proxy

voting and active engagement, companies could better their ESG behaviour, which is

correlated to equity performances and, consequently, reduce costs and increase

competitiveness and profitability. Therefore, active ownership is a very effective practice to

maximize shareholder value and improve long-term returns.

2.2. Berkshire Hathaway Inc.: History and investing activity

Berkshire Hathaway Inc. is one of the holding companies that registers more investors each

year and its CEO is Warren Buffett. The total turnover of Berkshire Hathaway Inc. is around

$ 150 billions, and the estimated market value is about $ 400 thousand. It is at the top of the

Fortune 500 companies, as reported in the top 10 list below. Berkshire Hathaway has

generally proved to outperform the S&P 500 Index over the period from 1965 to 2017.

Initially, Berkshire Hathaway Inc. had essentially an insurance core, but over the years it

expanded with a portfolio that covers space in various sectors and in many companies.

Buffett arrived in 1962, and started buying Berkshire Hathaway Inc.’s Value shares until

taking control of it. Speaking about actual data, Berkshire Hathaway Inc. closed the first

negative quarter of 2018 in red for the first time in nine years. Due to the implementation of

new accounting rules that require gains or losses on unrealized investments, the first quarter

closes with a red of $ 1.14 billions: this is the first loss since 2009.

2.2.1. Berkshire Hathaway Shares A and B

Berkshire Hathaway Inc.’s shares are listed at the New York Stock Exchange (NYSE).

There are only two types of Berkshire Hathaway Inc.’s shares: Class A Shares (BRK.A) and

Class B Shares (BRK.B). The main difference is the price, much higher in Class A. The

stock, from 1996 to today, has had a steady growth.

To predict the performance of the Berkshire Hathaway Inc.’s shares in the short term, it will

be important to consider the company's events, such as corporate factors at the same time

they are announced. About the long-term performance of the Berkshire Hathaway Inc.’s

shares, before investing in Berkshire Hathaway Inc.’s shares, the last financial statements

and statements of the holding should therefore be observed, thanks also to the useful

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synthesis of analysts, who usually take stock of the situation, underlining the possible

changes in the structure of the holding company, which affect the performance of the share.

2.2.2. Berkshire Hathaway Inc.’s main investments in 2017

There are about 6 companies fully owned by Berkshire Hathaway, such as GEICO insurance

company, Dairy Queen chain, Bankamin Moore Paints, Netjets, Duracell, and Fruit of the

Loom. In addition to them, there is also a broad portfolio of shares owned by Berkshire

Hathaway Inc. The 10 biggest investments made by Warren Buffett as of end of the fourth

quarter of 2017 are the following: Apple, Wells Fargo, Bank of America, Coca-Cola,

American Express, Phillips 66, US Bancorp, Moody's Corporation, Bank of New York

Mellon and Southwest Airlines.

Chapter 3. Value investing in Italy

3.1. FTSE-MIB Index stocks that pass the Buffett test

On the 6th of October 2017, only 14 companies, out of 40, listed on the Borsa Italiana FTSE-

MIB Index83, could pass the Buffett test. Among them, especially financial companies such

as Assicurazioni Generali, Intesa Sanpaolo, Mediobanca, Unicredit, UnipolSai and Cattolica

Assicurazioni, but also industrials, as Telecom Italia, Fca, Enel and Poste Italiane, are part

of that privileged group. The selection of companies to Value invest in depends on the

Buffett test strategy, and three main data must be considered when putting in practice this

strategy: a Price / Equity (Book Value) ratio not exceeding 1.5, a Price / Earnings ratio not

exceeding 15 and the product of the previous two ratios not exceeding 22.5.

83 FTSE-MIB is the leading benchmark Index for Italian equity markets. This index, which captures about 80%

of the internal market capitalization, is made up of the various Italy’s Industry Classification Benchmark (ICB)

sectors’ primary importance and high liquidity companies. The FTSE-MIB Index measures the performance

of 40 Italian stocks and aims to reproduce the weightings of the enlarged sector of the Italian stock market. The

Index is derived from the universe of securities trading on the main stock market of Borsa Italiana (BIt). Each

security is analysed by size and liquidity and the Index provides a comprehensive representation by sector. The

FTSE MIB Index is weighted by market capitalization after adjusting the components for the free float.

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In the list there are three insurance companies, Cattolica Assicurazioni, UnipolSai and

Generali Assicurazioni. It is, in fact, relevant to highlight the presence of insurance

companies since Warren Buffett and his holding, the Berkshire Hathaway Inc., are primarily

focused on Value investing in insurance businesses. In fact, between the 5th and the 6th of

October 2017, Warren Buffett Value invested in Cattolica Assicurazioni that has got the

second-best Product between Price / Earnings and Price / Equity (Book Value) ratios of the

list, equal to 9.18. UnipolSai has got a Product value, 9.30, while Generali Assicurazioni

presents a higher Product value, 10.53. Considering the last three years, Cattolica

Assicurazioni’ stock has registered a higher annual growth than the FTSE-MIB Index.,

especially since Buffett’s acquisition.

3.1.1. Cattolica Assicurazioni and its acquisition

Cattolica Group is one of the leading companies in the Italian insurance sector and offers a

wide range of insurance and financial solutions focused on the Life and Non-Life sectors.

The company has been listed on the Milan Stock Exchange since November 2000, has its

headquarters in Verona. On the 5th of October 2017 Berkshire Hathaway Inc., acquired the

9.047% in Cattolica’s share capital, granting itself 15.7 million shares.84 Warren Buffett, so,

invested € 115.8 millions in the Italian insurance group led by Alberto Minali85.

The transaction was executed on the 6th of October at € 7.35 per share through the Italian

independent investment bank Intermonte SIM S.p.A., that was recommending the stock as

“Outperforming”, in a one year horizon, due to a market price equal to € 7.35 and an expected

target price of € 8.2. The Margin of Safety on the acquisition date was equal to 10.36 %,

calculated as 1 - (7.35 / 8.20) *100. Comparing the 6/10/2017 Margin of Safety with the

6/10/2017 US Generic Government 10 Year Yield, the benchmark rate of return on low risk

investments, it is possible to see that the compensation for the risk involved in this

84 Cattolica Assicurazioni, 2017, “Annual Report and Financial Statements” 85 Alberto Minali has been Chief Executive Officer and Director of Società Cattolica Assicurazioni (Società

Cooperativa) since June 1, 2017. Minali served as Chief Financial Officer at Assicurazioni Generali SpA

(Company) from October 2012 to January 2017. Prior to taking the position, he spent more than four years as

Portfolio Manager at Eskatos Capital Management Sarl, which he set up himself in 2008, focusing on

management of hedge funds active in the reinsurance

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transaction is equal to the difference 10.36 % - 2.36 %86 = 8 %. So, Value investing in

Cattolica Assicurazioni at that time was meant to be a low risk investment with an interesting

upside over the long-run.

Regarding possible aims in terms of presence in the council or management, it is usually not

in the conglomerate policy to affect the governance of the investee companies, especially if

the share is not 100 % controlled. On the 28th of April 2018, the Board of Directors of

Cattolica Assicurazioni approved at 99.9 % the new statute with the adoption of a monistic

governance system and a reduction in the number of board members to 17. The cooperative

spirit, and so the capita vote, was confirmed, but the change aims to enhance the presence of

institutional investors by providing for a 5 % increase in the shareholding capitalization for

companies and confirming the shareholding threshold for natural persons at 0.5 %. The goal

is to attract other investors, encouraging their arrival, as happened, with the landing of

Warren Buffett.”. As of June 2018, Berkshire Hathaway Inc. has not given any signal either

to present a list or request to have a slot in the board.

3.1.2. Cattolica’s share price and market capitalization

The company share price registered at the date 08/06/2018 is € 7.37. In the last month, the

price per share has been losing value, -17.23 %, passing from € 8.64 per share, at the

beginning of May 2018, to the already mentioned € 7.37 per share. In a period of just 3 years

the spread between the Maximum and Minimum prices is considerable: the difference, in

fact, between the Maximum price € 10.96 and the Minimum price € 4.95 is equal to € 6.1

per share. In 2017, the Max values have increased consistently, especially after the 6th of

October, when the acquisition was accomplished. From the 6th of October to the 31st of

December 2017, the share price has had a growth of 38 %. Notably, the periods with the

highest volatility have been 2017, especially the Pre-acquisition 2017, and 2018, until now.

These periods show the highest Maximum-Minimum share price values. On average, the

highest share price values pertain again to the Post-acquisition 2017. Since 2015 and before

the acquisition, the share price of the insurance company has never been so high. Warren

Buffett has had a very positive effect on the company’s performances until now.

86 Bloomberg, 6 October 2017, “US Generic Government 10 Year Yield”

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The total number of ordinary shares of Cattolica Assicurazioni is equal to 174,293,926. Each

share has a nominal value of € 3, so the share capital totals € 522,881,778.87 Considering the

close price on the 8th of June 2018, the market capitalization at that date is €

1,284,546,234.62, which can be rounded to € 1.2845 billions. At time of acquisition, when

the price per share was equal to € 7.35, the market capitalization was equal to € 1.2810

billions. On the 8th of June 2018, the difference between the acquisition time and current

market capitalization correspond to € 0.0035 billions, so € 3.5 millions, which, multiplied

for Buffett’s stake of 9.047 %, registers an upside, even if small, in Berkshire Hathaway

Inc.’s investment equal to € 0.316 millions.

3.2. Corporate governance as a key driver in Buffett’s model

In Warren Buffett’s model of corporate governance, managers feel like owners of

shareholder capital. They put shareholders’ interests at the top, but even first-rate managers

will sometimes have conflicts of interests with shareholders. It is important that managers

properly and easily communicate with shareholders and that hierarchies or chain of

command do not exist. Buffett proposes to pay great attention in identifying CEOs who will

perform capably regardless of weak structural restraints and to the separation between

managers and controlling shareholders. Commonly, the biggest troubles for managers

happen when controlling shareholders are missing. To increase its effectiveness, the board

should have small dimension and include outside directors mostly.

Many managers are paid stock options whose value increases simply by retention of

earnings. By retention of earnings, in fact, managers can claim annual earnings increases

without any individual performance and contribute towards the return on capital. Stock

options often transfer shareholder’s wealth to managers. Buffett retains that executives

should be measured by performance, that should be measured by profitability. Stock options,

if used, should be related to individual performances, rather than corporate performances,

and prices based on business value.88

87 Share capital, Cattolica Assicurazioni, company’s official investor relations web page. 88 June Rhee; HLS Forum on Corporate Governance and Financial Regulation (Co-editor), March 29, 2013,

“Governance Buffett Style”, “Harvard Law School Forum on Corporate Governance and Financial Regulation”

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3.2.1. The value of corporate governance at Cattolica

An important reason that attracted Warren Buffett to Value invest in Cattolica Assicurazioni

is the company’s share acquired which then translates into the potential ability to influence

the corporate governance. It is interesting to calculate what stake he would have acquired in

the other two insurance companies, considering the different shareholding structures, by

investing the same amount invested in Cattolica Assicurazioni both at time of acquisition

and at current time. On the 6th of October 2017, time of acquisition of Cattolica

Assicurazioni’s 9.047 % shares, Warren Buffett would have obtained the 2.087 % shares of

UnipolSai and the 0.473 % shares of Generali Assicurazioni. On the 7th of June 2018, time

of current analysis, Warren Buffett would have obtained the 8.650 % shares of Cattolica

Assicurazioni, the 2.176 % shares of UnipolSai and the 0.513 % shares of Generali

Assicurazioni.

3.2.2. The unification of Ownership and Control at Cattolica

The question is why Cattolica Assicurazioni decided to adopt a monistic system, which is

characterized by the fact that the control body is not separated from the management body,

but is constituted within it. Simplification is the underlying motivation for the new corporate

governance trend that goes towards the monistic system. The monistic should precisely help

to increase social cohesion, rationalize the system of controls and overcome the

embarrassment of companies that have chosen to present the list of the outgoing board, but

that avoid doing so because of the statutory board which should control it.89

If, from one side, the reason of the governance choice made by the Verona based company

is welcoming new and foreign institutional investors, from the other side, it is in net contrast

with what Eugene F. Fama and Michael C. Jensen express in their famous article “Separation

of Ownership and Control”. They think that decision managers are more likely to take

actions that deviate from shareholders’ interest when effective control procedures are

missing. Therefore, the conversion of the under-analysis insurance company into a monistic

system seems to represent an inefficient choice. Combination of decision and control

functions is efficient in small noncomplex organizations because the benefits of unrestricted

89 Il Sole24Ore, 15 June 2018, “Perchè il monistico piace agli investitori”

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risk sharing and specialization of decision functions are less than the costs that would be

incurred to control the resulting agency problems. Since Cattolica Assicurazioni is listed, it

is considered a complex company, and being a mutual insurance company it should have a

separation of decision and control functions.90

The reason for the separation could be that Warren Buffet, as institutional investor, doesn’t

look for an active approach in the governance of Cattolica Assicurazioni and doesn’t need

to have a supervisory board that defends his interests. He fully trusts the management, and

it was probably to avoid the conflicts of interests mentioned in the previous pages that he

pushed for that unification of management and control. Simplifying the management, Buffett

maintains a passive role towards his shares and give full support and trust to the individual

board of directors, represented by Alberto Minali. No conflicts of interests should happen

but, apparently, less efficiency will lead to poorer economic returns. In fact, the authors

affirm that more economic benefits happen when a complex organisation has got separation

of management and control.91 Moreover, the lack of an active ownership would signify a

less effective practice to maximize shareholder value and improve long-term returns.

Chapter 4. Conclusions

Berkshire Hathaway Inc.’s acquisition of the 9.047 % of Cattolica Assicurazioni’s share

price has been a Value investment so far. In fact, on the 6th of October 2017, date of

acquisition, the Italian company’s share price was undervalued and was promising positive

results over a long-term horizon. Intermonte SIM S.p.A., was recommending as

“Outperforming” the stock of the group led by Alberto Minali. Value investing in Cattolica

Assicurazioni at that time was meant to be a low risk investment with an interesting upside

over the long-run.

As of 15th of May 2018, the market price was € 8.49 and the expected target price was € 10.

Value investing in Cattolica Assicurazioni at that time was even less risky and more

90 Fama, Eugene F.; Jensen, Micheal C., 1983, “Separation of Ownership and Control”, University of Chicago

University of Rochester 91 Fama, Eugene F.; Jensen, Micheal C., 1983, “Separation of Ownership and Control”, University of Chicago

University of Rochester

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performing over the long run than at time of acquisition. As of 15th of June 2018, Value

investing in Cattolica Assicurazioni today would be even less risky and more performing

over the long run than at time of acquisition. The Margin of Safety analysis, confirms that

the Value investment in Cattolica Assicurazioni is still very actual and successful.

On the 15th of June 2018, the company’s close share price is equal to € 7.71, which is a bit

higher than the share price at time of acquisition (€ 7.35). Considering the total number of

ordinary shares of Cattolica Assicurazioni equal to 174,293,926, the market capitalization at

that date is € 1,343,806,169.46, which can be rounded to € 1.3438 billions. So, on the 15th

of June 2018, the difference between the acquisition time and current market capitalization

correspond to € 0.0628 billions, so € 62.8 millions, which, multiplied for Buffett’s stake of

9.047 %, registers an upside in Berkshire Hathaway Inc.’s investment equal to € 5.681

millions. Only one week ago, on the 8th of June 2018, the upside in Berkshire Hathaway

Inc.’s investment was equal to € 0.316 millions, therefore the value created in just a week

has been equal to € 5.365, € 5.681 millions - € 0.316 millions. This gives a precise idea of

how much market prices are variable in the short run and how much financial markets, which

are very volatile, can be easily influenced by socio-political events, as already discussed in

the previous chapter.

At the present date, 15th of June 2018, the Return on Investment is equal to € 5.681 millions

which correspond to the 4.90 % of the amount invested, € 115.8 millions. Compared to the

46.43 %, return associated to the value created at the time of Maximum market capitalization

on the 25th of January 2018 equal to € 53.77 millions, this return is quite small, but still gives

a positive signal. Making predictions on the future share price is very difficult and the only

certainty remains the uncertainty and volatility of financial markets. Only the long horizon

will be able to judge the Value investment made by Warren Buffett on Cattolica

Assicurazioni, but as of now, the calculated upside show positive economic performances.

If the economic performances of Value investments, and in this case, of Warren Buffett’s

acquisition of the Italian insurance company, must be judged over the long run, the CEO of

Berkshire Hathaway Inc. has managed to produce tangible structural changes in the

governance system of Cattolica Assicurazioni during a short-term period. The key to

understand why Berkshire Hathaway Inc. has accepted a corporate governance system that,

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as the studies reported, should produce less efficient economic performances, is the concept

of simplification.

Berkshire Hathaway Inc. hasn’t asked yet for any memberships in the Cattolica

Assicurazioni’s board and if it will keep this passive position there will be no reason to make

that kind of request. Since Warren Buffett’s acquisition, Cattolica Assicurazioni’ stock has

been outperforming the FTSE-MIB Index. To conclude, also a passive approach, which is

completely opposed to the acclaimed active ownership and to the strategy deriving from the

separation of ownership and control, could become a winning strategy, but time will reveal

the right answer. In fact, as stated by Benjamin Graham, “In the short run, the market is a

voting machine but in the long run, it is a weighing machine.”

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Appendix

Figure n.1.1

Margin of safety and buy / sell conditions

Source: Denker Capital – investment philosophy

Figure n.1.2

Annualized excess return over the period 1963 – 2017

Source: Patrick O'Shaughnessy, O'Shaughnessy Asset Management

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Table n.1.1

US Value and Growth equity funds

Source: Reuters

Figure n.1.3

Dow Jones Industrial Average Index’s trend January 1915 - June 2018

Source: Dow Jones Industrial Average, 2018, “100 Year Historical Chart”

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Figure n.2.1

S&P 500—Energy stocks, August 1996 through December 2011: Dividend Yield

Source: Credit Suisse Quantitative Equity Research

Figure n.2.2

S&P 500 – Energy stocks, August 1996 through December 2011:

Dividend Yield and Pay-Out

Source: Credit Suisse Quantitative Equity Research

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Figure n.2.3 S&P 500 Dividend Aristocrats compared to S&P 500 over the last 10 years

Source: S&P Dow Jones Indices, 7 June 2018

Figure n.2.4

Hypothetical Growth of 1 Million from January 1928 to December 2017

Source: Kenneth R. French and Centre for Research in Security Prices (CRSP),

1 January 1928 to 12 December 2017

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Figure n.2.5

S&P 500 Index: Dividend Growers Have Outperformed Over Time

Hypothetical performance of $100 invested in each of the five strategies (1972–2013)

Source: Ned Davis research, 31 December 2013

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Figure n.2.6

Relative Performance of the S&P 500 low Volatility Index and the S&P 500

Source: Standard & Poor’s 30 September 2011

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Figure 2.7

Cumulative return on the Stoxx® Europe 600 index securities, based on the ESG rating

Source: Banor SIM S.p.A & Politecnico Milano 1863 School of Management

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Table n.2.1

Top 10 Fortune 500 companies

Source: Fortune 500

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Table n.2.2

Berkshire’s Performance Vs the S&P 500

Berkshire Hathaway Inc., 2017

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Figure n.2.8

Berkshire Hathaway Inc. Class A shares quote (BRK.A)

Source: New York Stock Exchange (NYSE), 14 June 2018

Figure n.2.9

“Berkshire Hathaway Inc. Class B shares quote (BRK.B)”

Source: New York Stock Exchange (NYSE), 14 June 2018

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Figure n.2.10

Berkshire Hathaway Inc.’s Portfolio

Source: Berkshire Hathaway Inc.’s Portfolio

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Table n.2.3

15 common stock investments that in 2017 had the largest market value

Source: Berkshire Hathaway Inc.

Cost** corresponds at Berkshire Hathaway purchase price

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Table n.3.1

FTSE-MIB companies under the Buffett Threshold on 6 October 2017

Source: Monica D’Ascenzo, 8/10/2017 Il Sole24Ore (Personal collection)

Date (06/10/2017) Price / Earnings Ratio Pirce / Equity Ratio (Price / Earnings X Price / Equity)Buffet test threashold < 15 < 1.5 < 22.5

Telecom Italia 10.88 0.80 8.70

Cattolica Assicurazioni 11.48 0.80 9.18

UnipolSai 10.46 0.89 9.30

Mediobanca 11.16 0.88 9.82

Ubi Banca 20.28 0.50 10.14

Fiat Chrysler Automobiles 7.00 1.46 10.22

Generali Assicurazioni 10.33 1.02 10.53

UniCredit 13.54 0.78 10.56

Poste Italiane 10.63 1.10 11.69

Intesa Sanpaolo 13.41 0.94 12.60

Exor 14.22 1.15 16.35

Banco Bpm 41.38 0.43 17.79

Enel 14.27 1.49 21.26

Saipem 29.43 0.76 22.36

FTSE-MIB companies under the Buffett Threshold on 06/10/2017

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Table n.3.2

FTSE-MIB companies under the Buffett Threshold on 6 October 2017

Focus on Cattolica Assicurazioni

Source: Monica D’Ascenzo, 8/10/2017 Il Sole24Ore (Personal collection)

Date (06/10/2017) Price / Earnings Ratio Pirce / Equity Ratio (Price / Earnings X Price / Equity)Buffet test threashold < 15 < 1.5 < 22.5

Telecom Italia 10.88 0.80 8.70

Cattolica Assicurazioni 11.48 0.80 9.18

UnipolSai 10.46 0.89 9.30

Mediobanca 11.16 0.88 9.82

Ubi Banca 20.28 0.50 10.14

Fiat Chrysler Automobiles 7.00 1.46 10.22

Generali Assicurazioni 10.33 1.02 10.53

UniCredit 13.54 0.78 10.56

Poste Italiane 10.63 1.10 11.69

Intesa Sanpaolo 13.41 0.94 12.60

Exor 14.22 1.15 16.35

Banco Bpm 41.38 0.43 17.79

Enel 14.27 1.49 21.26

Saipem 29.43 0.76 22.36

FTSE-MIB companies under the Buffett Threshold on 06/10/2017

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Figure n.3.1

FTSE-MIB Index compared to Cattolica Assicurazioni’ stock’s annual growth

Source: Borsa Italiana, June 2018

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Table n.3.3

Cattolica Assicurazioni Ratings 2015 – 2018 by Intermonte SIM S.p.A.

Borsa Italiana, Intermonte SIM, “Cattolica Assicurazioni studies and reports”

(Personal collection)

Date Rating Price Target Price20/03/2015 Outperform 7.54 8.4014/05/2015 Neutral 7.62 8.210/08/2015 Neutral 7.21 813/11/2015 Neutral 7.22 811/03/2016 Neutral 6.1 717/05/2016 Neutral 5.7 708/08/2016 Neutral 5.59 723/11/2016 Neutral 5.33 720/03/2017 Outperform 6.23 7.503/05/2017 Neutral 8.7 8.11/05/2017 Outperform 8.1 8.225/07/2017 Outperform 7.24 8.204/08/2017 Outperform 7.29 8.207/11/2017 Outperform 7.29 8.216/11/2017 Outperform 9.02 10,530/01/2018 Neutral 10.65 1122/03/2018 Neutral 9.16 10.509/05/2018 Neutral 8.68 10.514/05/2018 Neutral 8.49 10

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Figure n.3.2

Cattolica Assicurazioni’s ordinary share price, 8 June 2018

Source: Cattolica Assicurazioni, “The Cattolica stock”

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Figure n.3.3

Cattolica Assicurazioni ordinary share price movements in the last 3 years

Source: Cattolica Assicurazioni, January 2015 – June 2018, “Price and Performance”

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Table n.3.4

Cattolica Assicurazioni’s historical prices January 2015 – June 2018

Source: Cattolica Assicurazioni’s historical prices January 2015 – June 2018

(Personal collection)

Max/Min Share price Open High Low Close

Max 2015 7.50 7.55 7.43 7.50Min 2015 6.04 6.16 6.00 6.02Max-Min 2015 1.46 1.39 1.43 1.48

Max 2016 7.28 7.29 7.15 7.29Min 2016 5.02 5.05 4.95 4.98Max-Min 2016 2.26 2.24 2.19 2.31

Max 2017 9.58 9.60 9.37 9.53Min 2017 5.80 5.87 5.73 5.79Max-Min 2017 3.78 3.73 3.65 3.75

Max Pre-06/10/2017 8.24 8.34 8.13 8.24Min Pre-06/10/2017 5.55 5.71 5.55 5.69Max-Min Pre 06/10/2017 2.70 2.64 2.58 2.55

Max Post-06/10/2017 9.58 9.60 9.37 9.53Min Post-06/10/2017 8.60 8.70 8.14 8.58Max-Min Post 06/10/2017 0.98 0.90 1.24 0.96

Max 2018 10.85 10.96 10.50 10.73Min 2018 7.23 7.35 7.03 7.16Max-Min 2018 3.62 3.61 3.47 3.57

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Table n.3.5

Cattolica Assicurazioni’s historical prices January 2015 – June 2018

Source: Cattolica Assicurazioni’s historical prices January 2015 – June 2018

(Personal collection)

Figure n.3.3

Cattolica Assicurazioni’s Market capitalisation October 2017 – June 2018

Source: Personal Collection

Average Share Price Open High Low Close

Average 2015 6.93 7.01 6.84 6.92

Average 2016 5.77 5.85 5.68 5.76

Average 2017 7.51 7.60 7.42 7.52

Average Pre 06/10/2017 7.03 7.11 6.94 7.04

Average Post 06/10/2017 9.11 9.23 8.98 9.10

Average 2018 9.08 9.19 8.93 9.05

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Figure n.3.4

Cattolica Assicurazioni’s Market capitalisation October 2017 – June 2018

Source: Personal Collection

Figure n.3.5

Cattolica Assicurazioni’s shareholder’s structure

Source: Cattolica Assicurazioni, 2018, “members and shareholders”

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Table n.3.6

UnipolSai’s share capital

Source: UnipolSai, 2018, Share Capital

Table n.3.7

UnipolSai’s Main shareholders

Source: UnipolSai, 2018, Shareholding structure

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Figure n.3.6 Generali Assicurazioni, 16 May 2018, Ownership structure

Source: Generali Assicurazioni, 16 May 2018, Ownership structure

Table n.3.8

Past analysis of the companies’ stakes acquired by Buffett, 6 October 2017

Source: Personal collection

Ownership structure, Generali Assicurazioni, 16/045/2018

Source: Ownership structure, Generali Assicurazioni

Date (06/10/2017) Share price (€) Shares outstanding (Bil) Market Capitalization (Bil €) Buffet's share (%)

Cattolica Assicurazioni 7.35 0.17 1.28 9.04

UnipolSai 1.96 2.82 5.54 2.08

Generali Assicurazioni 15.61 1.56 24.43 0.47

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Table n.3.9

Present analysis of the companies’ stakes acquired by Buffett, 7 June 2018

Source: Personal Collection

Date (07/06/2018) Share price (€) Shares outstanding (Bil) Market Capitalization (Bil €) Buffet's share (%)

Cattolica Assicurazioni 7.68 0.17 1.33 8.65

UnipolSai 1.88 2.82 5.31 2.17

Generali Assicurazioni 14.40 1.56 22.53 0.51

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