2014: Why did Berkshire pay more for Marmon and ISCAR than previous acquisitions?

JONATHAN BRANDT: The multiple of pre-tax profit that Berkshire paid for minority interests in Marmon and ISCAR in 2013 were considerably higher than the multiples Berkshire paid for earlier purchases of majority stakes in those two firms.

Can you please explain why the valuation formulas changed, why the multiples weren’t fixed for future increases in Berkshire’s stake, which at least in Marmon’s case were always contemplated, and why Berkshire was willing to accept meaningfully lower returns on the more recent purchases, not so many years after the first purchases?

WARREN BUFFETT: Yeah, well, the multiple with ISCAR was actually determined precisely on the basis of which the original purchase was made. In other words when we made the deal in 2006, we took multiples of earnings and allowed for cash and a few things.

But — and then we took that formula and we stuck that in as both a put and call option for the family or Berkshire. They had the put, we had the call. And we stuck that in to govern things for, you know, between now and judgment day, and so that there’s no variation from the original formula.

We would never — shouldn’t say never, but we had — our style would not be ever to call that from the family, even though we had the right to do it.

The put and call were at the same price, or at the same — following the same formula. But the family elected to put it to us, but they put it to us exactly on the same basis as what was involved in the original purchase of the 80 percent.

The Marmon deal is entirely different. The Marmon deal was an installment sale, and, in effect, to make the deal and buy the originals turned out to be 64 percent, we intended it to be 60 but gave them the option to do more.

That was simply an installment sale, and we looked at the consequences of the formulas being applied in the future. The family would not have sold us the 64 percent, which they did on the original piece, unless they had the formula applying to the second and third piece that was embodied in the contract.

And we looked at that as a single transaction, knowing that if the business improved we would be paying more money, and as the cash position improved, we’d be paying more money later on. But it was all built into the original deal, so one was one — was at exactly the same price, and one was part of a three-step deal, in effect. Charlie?

CHARLIE MUNGER: But the price went up because the value went up.

WARREN BUFFETT: Yeah, but it was — and because it was built into —

CHARLIE MUNGER: Yeah, and we’d agreed to — that that would be — we’d pay value.

WARREN BUFFETT: In both cases, I should say too, both with the Pritzker family at Marmon and with the Wertheimer family at ISCAR, it couldn’t have been — they couldn’t have behaved better — or the feelings are entirely good, everybody felt good about the transaction. The initial transaction and the subsequent transaction. So it pays to have to have deals in which people feel good when they —

CHARLIE MUNGER: Nothing that happened there is that — we got just an enormous respect for the intelligence of those two families. The more we looked at those businesses, the smarter and better those families looked. It was just amazing what each family had done, wouldn’t you say, Warren?

WARREN BUFFETT: Right, right.

CHARLIE MUNGER: Absolutely amazing.

WARREN BUFFETT: And those were two important acquisitions. I mean, they — you know, they add up to lots of intrinsic value. And there, partly because of some accounting peculiarities, but the carrying value of the businesses is well below what the intrinsic business value is now.

CHARLIE MUNGER: And by the way, that Union Tank Car that’s within Marmon is John D. Rockefeller’s old business. The first John D. Rockefeller. It’s amazing how some of these good businesses have lasted.

WARREN BUFFETT: Yeah, well, actually the corporate form it — the original corporation that is Marmon, I’m quite sure, is Rockwood and Company, which I did a cocoa arbitrage with back in 1955 or something, and that’s where I met Jay Pritzker. So it — these things wind their way along.

It — one thing you learn in life, but also learn particularly in business, is that you’re going to meet a lot of people and entities and experiences — in the future that — you may have thought were one shot —one stop shops originally in your life.