Bill Nygren Q3 Letter: Successful Investment In TRW Automotive

Bill Nygren Q3 Letter: Successful Investment In TRW Automotive
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Bill Nygren’s Third Quarter 2014 Market Commentary

September 30, 2014

On the morning of September 15, TRW Automotive Holdings (TRW) announced it was going to be acquired by ZF Friedrichshafen for $105.60 per share. This was of more than a passing interest to us because at the time TRW was the largest holding in Oakmark Select. It was also the culmination of a process we applauded because TRW stock began 2012 at $33 per share, and was only up to $74 at the end of 2013. Over the years, takeovers have contributed significantly to Oakmark and Oakmark Select’s returns. In 2014 both Funds benefited when AT&T offered to buy DirecTV and when Actavis purchased Forest Laboratories. Additionally, Oakmark Fund owned Covidien, which increased from $72 to $92 after announcing its merger with Medtronic. Obviously, we welcome takeover activity in any of our holdings.

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But when TRW announced news of the acquisition at 8:16 a.m. Chicago time, it took less than an hour – 9:04 to be exact – for the first law firm to announce its threat to sue TRW for accepting too low a price. Within 10 days I had counted at least 27 similar press releases from various law firms purporting to represent shareholders, threatening legal action to block the takeover. How do you square the law firms all jumping in to protect the shareholders while as a large shareholder ourselves, we were cheering the news?

Merger objection lawsuits aren’t unique to the TRW deal. In fact, each of the takeovers we were invested in had multiple law firms trying to block the deals, alleging that shareholders weren’t getting paid a high enough price. And it isn’t just those takeovers. Within minutes of almost any takeover announcement, many law firms race to file press releases. Ten years ago, less than 10% of announced acquisitions of public companies were followed by merger objection suits. Today, almost every deal produces multiple suits. The overwhelming majority of these suits result in zero benefit to the shareholders, but almost all result in payments to law firms. Effectively, these suits have now become just another unfortunate cost of doing business.

Though we believe these suits are mostly frivolous, it is definitely worth recognizing that executives of selling companies may be conflicted and in a position to capture benefits for themselves that don’t get passed through to other shareholders. Those may include higher-than-market compensation, job security for redundant positions, or a slew of perks that make their new jobs more rewarding. So I’d like to take the opportunity to discuss how we at Oakmark analyze acquisition proposals.

When we first purchased TRW in late 2011, our belief was that the stock was worth about $63. We developed that estimate of value in several ways. We looked at acquisition prices of other industrial businesses. We looked at the value of discounted cash flows based on our estimate of future earnings. And we looked at historical stock market valuations for businesses that had similar fundamental characteristics. It is a process we use for all companies we purchase, and it attempts to get us into the right ballpark for estimating value. It is definitely not an exercise in precision – when we say we estimate value at $63, it really means we believe the right range is something like $57 to $70. We would mock any of our analysts who tried to show precision to the right of the decimal point; we believe that if we are within 10% we are doing a good job. We simply don’t believe you can get more accurate based on public data. But fortunately, lack of precision was no problem with TRW because at the time we purchased it the stock traded at $32.

During the ensuing three years, TRW earned about $20 per share cumulatively and used some of that capital to buy back undervalued stock. Over that time our forecast of future earnings grew. By last month our best estimate of value had grown to $109. The acquisition price of $105.60 was a little bit below our best guess, but well within 10%. That left us with two important questions: Was the bidding process open to other interested buyers? Were the board and management incentivized to achieve the maximum price?

Let’s take the second question first. Did the management own enough stock and options that they were beneficiaries of a higher price? This is a question that is important to us not just when a company is getting acquired, but throughout our term of ownership. We believe it is too much to expect that people will act against their own economic interests, so we like to see management do well when their shareholders also do well. Fortunately, their incentives are easily quantifiable because the information is readily available in the proxy statement and 10K. As of year-end, management and directors owned or held rights to purchase over $500 million of TRW stock, valued at the acquisition price. Each dollar by which they could increase the price benefited them by just over $5 million. Clearly, by acting in their own economic interest, they were also acting in the interest of all the shareholders.

Finally, was it an open process? Again, the publicly available filings help answer this question. Any time a public company is acquired it is required to make a filing that details how potential buyers were identified and that discloses what took place during negotiations, including whether or not other offers were received. That document for TRW is not available yet, but will be by the time you read this letter. But here’s what we know so far. On the morning of July 10 Bloomberg reported that ZF was considering purchasing TRW for $11 billion to $12 billion ($95 – $103 per share). Within a couple of hours of that report TRW publicly confirmed the rumor; it had received a bid but did not disclose the price or the suitor. TRW said it was “evaluating the bid as well as other options.” Translating from legalese, this was an open invitation to anyone interested in acquiring the company to come forward. In press releases later that day, ZF was identified as the suitor. Nine weeks later the deal was announced several dollars above the high end of the rumored range. In the interim negotiations, TRW must have had some leverage to extract a few more dollars.

We know that TRW management would have profited handsomely from a higher-priced deal and that any interested parties had nine full weeks to indicate their interest. We conclude that ZF’s offer is highly likely to have been the best available. Despite the price being slightly below our estimate of value, when the facts line up like that, we would always prefer to have the deal accepted. That way, we can sell our stock at a much higher percentage of our value estimate, even if it isn’t quite 100%, and redeploy the funds into stocks that we believe are selling at much larger discounts to our estimate of value. (Note: In the highly unlikely event that the proxy statement discloses that a credible, higher bidder was shut out from the process, our position will change 180 degrees, and we will be vocal. But given the circumstances, I think that is less likely than a snowless winter in Chicago.)

Congratulations on a job well done to TRW Chief Executive Officer John Plant and Chief Financial Officer Joe Cantie. Congratulations also to Mike White of DirecTV, Brent Saunders of Forest Labs, and Joe Almeida of Covidien. Our Funds have benefited tremendously from your stewardship. Speaking on behalf of all our shareholders, thank you!

William C. Nygren, CFA
Portfolio Manager
[email protected]
[email protected]

September 30, 2014

The Oakmark Fund increased fractionally during the past quarter, bringing the gain to 20% for the fiscal year ended September 30. The S&P 500 advanced 1% for the quarter and gained 20% for the fiscal year. The Oakmark Fund hit another all-time high price during the third calendar quarter. We are pleased with strong fiscal year gains, but we continue to believe that unusually strong equity performance over the past several years will lead to more moderate near-term returns.

For both the fiscal year and the calendar third quarter, the highest contributions came from the information technology and financial services sectors. We think these are still among the most attractive sectors of the market, and they represent a combined 52% of the equities in our portfolio. Our two best performers for the fiscal year were Forest Laboratories and Intel, and the worst performers were Diageo and General Motors. Our research team continues to find attractive investment opportunities, and we added five new names to the portfolio this quarter (see below). Over the past twelve months, we have added 14 names to the portfolio, all of which, in our view, can be described as well-managed, high-quality businesses selling at average or below-average valuation levels. During the quarter, we eliminated positions in Delphi Automotive, Devon Energy and McDonald’s.

Accenture PLC (ACN – $80)
Accenture (ACN) is one of the largest consulting and outsourcing companies in the world with over $30 billion of net revenues. Accenture is one of very few companies that can serve customers in both capacities globally, with scale, and across most industry verticals. As a result, roughly 60% of revenue is from projects where Accenture is the sole service provider from conception through completion, and more than 90 of Accenture’s top 100 customers have been clients for more than 10 years. Management has a long track record of disciplined capital allocation, having reduced the share count by nearly one-third over the past decade, and it recently initiated a fairly generous dividend. Accenture sells for less than 15x EPS, net of more than $7 per share of cash on the balance sheet. We believe this is an attractive price for such a high-quality and well-managed franchise.

Glencore PLC (GLEN-LON – $5)
Glencore (LSE:GLEN) was formed 40 years ago as a physical commodities trader, and over the years Glencore’s value-focused management team has grown the company into one of the largest miners in the world. After decades of being run as a private company, Glencore went public in May 2011 at a price of $8.57. Like many companies in the mining sector, Glencore’s share price has fallen over the past few years as commodity prices have weakened due to a glut of new supply. We believe the market has overly discounted the effects of lower commodity prices and has provided us with an opportunity to buy Glencore at a compelling discount to value. After giving the company credit for the expected ramp-up in production from large current investments, the company is trading at less than 9 times earnings – too low considering that approximately a quarter of those earnings come from the very high-return trading segment and the rest come from long-lived and well-run mining assets. Couple this low valuation with Glencore’s smart and highly incentivized management team (the senior leaders own billions of dollars of stock and many only receive nominal salaries), and we find Glencore to be an attractive addition to the Fund.

Las Vegas Sands Corp (LVS – $62)
While best known in the U.S. for its Venetian and Palazzo casino hotels in Las Vegas, the vast majority of the earnings of Las Vegas Sands (LVS) are generated in Macau (60% of EBITDA) and Singapore (30% of EBITDA). A weaker economy and the recent crackdown on corruption in China have pressured gambling volumes in Macau, especially in the portion of the business catering to VIP customers. The Macau gaming market is rather bifurcated between a large and more mature VIP business and a smaller, higher growth and higher margin mass-market business. Roughly 85% of LVS’s profits in Macau come from the more attractive mass-market segment. Furthermore, LVS is well positioned within that segment because it controls 56% of the casino-operated hotel rooms in the market, which gives it an edge in attracting high value customers. We view the recent slowdown in Macau as a temporary phenomenon that has given us the opportunity to own one of the best-positioned global gaming companies at a significant discount to our estimate of intrinsic value. Meanwhile, shareholders currently are benefiting from a dividend yield that is over 3% and an owner-operator management team that is buying back stock.

T. Rowe Price Group (TROW – $79)
With more than $730 billion of assets under management, T. Rowe Price (TROW) is a leading global investment manager that offers a broad array of mutual funds, sub-advisory services and separate account management for individual and institutional investors. T. Rowe has an impressive track record of superior performance; 80% of the T. Rowe Price funds have outperformed their respective Lipper averages for the past 10 years. A variety of issues – including fear of equity market peaks, the growth of index/ETF products and minor asset outflows in the institutional side of the business – have caused investors to become cautious. We believe T. Rowe’s success will continue because of its excellent distribution and an enduring investment culture that is the source of superior investment results. Investor skepticism has given us a chance to buy a well-managed company in a lucrative industry for a historically low valuation.

Whirlpool Corp. (WHR – $152)
Whirlpool (WHR) is the leading player in a fragmented global appliance market. The company has a dominant position in the North American market, and the strengthening U.S. housing recovery should increase demand for North American household appliances. Replacement demand is the largest component of Whirlpool’s sales, so an aging base of appliances in the U.S. should lead to further revenue growth as products purchased during the housing boom reach the end of their useful lives. In addition to these revenue tailwinds, Whirlpool’s profitability is also improving as a result of considerable cost cutting and a shift in their sales mix toward more attractive categories. While it is often overlooked, Whirlpool’s KitchenAid small appliance business grows faster and contributes higher margins than the rest of the business. When we consider strong revenue growth, improving profitability and the growing contribution from better categories, we see an attractive business that is selling at a considerable discount to the S&P 500 P/E multiple.

William C. Nygren, CFA
Portfolio Manager
[email protected]

Kevin G. Grant, CFA
Portfolio Manager
[email protected]

As of 09/30/14, Forest Laboratories, Inc. represented 0%, Intel Corp. 2.2%, Diageo PLC 1.9%, General Motors Co. 1.5%, Delphi Automotive 0%, Devon Energy Corp. 0%, McDonald’s Corporation 0%, Accenture PLC 1.0%, Glencore PLC 1.0%, Las Vegas Sands Corp. 1.1%, T.Rowe Price Group, Inc. 1.0%, and whirlpool Corp. 0.7% of the Oakmark Fund’s total net assets. Portfolio holdings are subject to change without notice and are not intended as recommendations of individual stocks.

Click here to access the full list of holdings for The Oakmark Fund as of the most recent quarter-end.

The S&P 500 Total Return Index is a market capitalization-weighted index of 500 large-capitalization stocks commonly used to represent the U.S. equity market. All returns reflect reinvested dividends and capital gains distributions. This index is unmanaged and investors cannot invest directly in this index.

EPS refers to Earnings-Per-Share and is calculated by dividing total earnings by the number of shares outstanding.

The Price-Earnings Ratio (“P/E”) is the most common measure of the expensiveness of a stock.

The Oakmark Fund’s portfolio tends to be invested in a relatively small number of stocks. As a result, the appreciation or depreciation of any one security held by the Fund will have a greater impact on the Fund’s net asset value than it would if the Fund invested in a larger number of securities. Although that strategy has the potential to generate attractive returns over time, it also increases the Fund’s volatility.

The discussion of the Fund’s investments and investment strategy (including current investment themes, the portfolio managers’ research and investment process, and portfolio characteristics) represents the Fund’s investments and the views of the portfolio managers and Harris Associates L.P., the Fund’s investment adviser, at the time of this letter, and are subject to change without notice.

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