EX-99.(C)(7) 2 dex99c7.htm PRESENTATION MATERIALS Presentation Materials

Exhibit (c)(7)

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Project Rose

Presentation to the Special Committee and Board of Directors

February 4, 2011


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Disclaimer

The accompanying material was compiled on a confidential basis for use by the Special Committee of the Board of Directors of Wesco Financial Corporation (“Wesco”) in evaluating the proposed transaction described herein. This material is not intended to and may not provide the sole basis for evaluating the proposed transaction, does not purport to contain all information that may be required and should not be considered a recommendation with respect to the transaction. This material was prepared for a specific use by specific persons and was not prepared to conform with any disclosure standards under securities laws or otherwise. These materials do not constitute and are not intended to be a recommendation to any person or entity as to whether to acquire or dispose of or take any action in respect of any securities of Wesco, Berkshire Hathaway Inc. or any other person. Nothing contained in the accompanying material is, or shall be relied upon as, a promise or representation as to the past, the present or the future. No representation or warranty, express or implied, is made in relation to the accuracy or completeness of any of the information presented herein or its suitability for any particular purpose.

Greenhill & Co., LLC (“Greenhill”) does not undertake any obligation to update or revise the accompanying material.

In preparing these analyses, Greenhill has relied on publicly available information and other information provided to it by Wesco and/or other potential transaction participants and their representatives and has assumed, without independent verification, the accuracy and completeness of all such information, and it should be understood that any estimates and/or projections contained in the accompanying material were prepared or derived from information supplied by Wesco and public sources without the assumption by Greenhill of responsibility for any independent verification thereof. Accordingly, neither Greenhill nor any of its respective officers, directors, employees, affiliates, advisors, agents or representatives warrants the accuracy or completeness of any such information, including, without limitation, the accuracy or achievability of any such estimates and/or projections. Actual results may vary from such estimates or projections and such variations may be material.

The accompanying material does not constitute tax, accounting, legal or regulatory advice. This material must not be used for any purpose or copied, reproduced, distributed or passed to others at any time without the prior written consent of Greenhill.


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Table of Contents

1. Overview of the Proposed Transaction

2. Outlook for Wesco as a Standalone Company

3. Valuation of Wesco

4. Berkshire Class B Share Considerations


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Overview of the Proposed Transaction

Key Terms

 

Merger Consideration (1)

 

 

Estimate for shareholders’ equity as of closing comprised of:

 

 

$386.55 estimate as of 1/31/2011 (2); plus

 

 

$0.99 of estimated monthly earnings (prorated on a daily basis for any partial month); less

 

 

$0.21 of remaining estimated after-tax transaction expenses; less (3)

 

 

$0.42 for each subsequent quarterly dividend, if any

 

 

Change in unrealized gains and realized gains on Wesco’s common equity portfolio from 1/31/2011 to the Determination Date (4)

 

 

Determined based on a 20-day VWAP ending 2 days prior to the special meeting (the “Determination Date”)

 

 

$1.23 change between 1/31/2011 and 2/3/2011


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Overview of the Proposed Transaction (cont’d)

Illustrative Estimate of Merger Consideration

Estimate for forward shareholders’ equity is based on a reference date as of 1/31/2011

Estimated Per-Share Shareholders’ Equity as of 12/31/2010 and 1/31/2011

$0.99

$388.45

$386.55

($2.47 ) ($0.42)

Greenhill has assumed a 4/30/2011E closing date for purposes of our analysis Analysis assumes $6.5 million of total pre-tax transaction expenses, including the $4.2 million expensed and accrued by Wesco as of 12/31/2010 and reflected in 12/31/2010 shareholders’ equity

12/31/2010E Shareholders’ Equity(1)

Estimated Earnings Value per Share for 1/2011

After-Tax Change in Unrealized Gains From 12/31/2010 to 1/31/2011

Dividend Declared 1/20/2011 and Payable 3/3/2011

1/31/2011E Shareholders’ Equity(2)

Estimated Merger Consideration at Illustrative Closing Dates (3)

$390.54

4/30/2011E

$391.52

5/31/2011E

$392.09

6/30/2011E (4)

Note: Analysis assumes tax rate of 35.0%

(1) Per Wesco management. Includes total pre-tax transaction expenses of $4.2 million expensed and accrued by Wesco as of 12/31/2010

(2) Represents per share shareholders’ equity of $388.45 as of 12/31/2010 (includes total pre-tax expenses of $4.2 million expensed and accrued by Wesco as of 12/31/2010), plus Estimated

Earnings Value per Share of $0.99 for 1/2011, less the change in after-tax unrealized gains of $2.47 per share on Wesco’s common equity portfolio (including GS warrants) from

12/31/2010 through 1/31/2011, less dividend of $0.42 declared on 1/20/2011 and payable on 3/3/2011

(3) Assumes estimated closing date as indicated. Represents 1/31/2011E per-share shareholders’ equity of $386.55 per Berkshire management, plus Estimated Earnings Value per Share of

$0.99 per month from 2/1/2011 through the special meeting, plus the change in after-tax unrealized gains of $1.23 per share on Wesco’s common equity portfolio (including GS Warrants)

between 1/31/2011 and 2/3/2011 (using 3-day VWAP for each security from 2/1/2011 to 2/3/2011), less remaining estimated after-tax transaction expenses of $0.21 per share (assumes

total pre-tax transaction expenses of $6.5 million less the $4.2 million expensed and accrued by Wesco as of 12/31/2010). Excludes any further change in after-tax unrealized gains on

Wesco’s common equity portfolio (including GS Warrants) between 2/3/2011 and the Determination Date (i.e., 2 days prior to the special meeting). GS Warrants valued as of 2/3/2011

using intrinsic value methodology (i.e., share price less strike price) using 3-day VWAP for GS stock from 2/1/2011 to 2/3/2011

(4)

 

Assumes dividend of $0.42 per share paid in 6/2011


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Overview of the Proposed Transaction (cont’d)

Summary Transaction Valuation and Implied Premiums

Summary Transaction Metrics

Implied Valuation

Merger Consideration (Assuming a 4/30/2011E Closing Date) (1)

$390.54

Publicly-Traded Shares Outstanding (millions)

1.42

19.9% Minority Interest (2) ($ in millions)

$553.3

Value Per

Implied Valuation Multiples at Merger Consideration

Multiple

Share

Merger Consideration as a Multiple of:

Estimated Closing Book Value (1)

$390.54

1.00x

1/31/2011E Book Value (3)

386.55

1.01x

1/31/2011E Tangible Book Value

346.18

1.13x

9/30/2010 Book Value

363.69

1.07x

9/30/2010 Tangible Book Value

323.31

1.21x

LTM (4) Earnings Per Share

10.19

38.3x

Implied Premium to Unaffected Price

Unaffected

Unaffected Date

Premium

Price

1-Day Prior to Public Announcement of Berkshire Proposal

$324.75

20.3%

1-Week Prior to Public Announcement of Berkshire Proposal

326.00

19.8%

(1) Assumes estimated closing date as indicated. Represents 1/31/2011E per-share shareholders’ equity of $386.55 per Berkshire management, plus Estimated Earnings Value per Shareof $0.99 per month from 2/1/2011 through the special meeting, plus the change in after-tax unrealized gains of $1.23 per share on Wesco’s common equity portfolio (including GS Warrants) between 1/31/2011 and 2/3/2011 (using 3-day VWAP for each security from 2/1/2011 to 2/3/2011), less remaining estimated after-tax transaction expenses of $0.21 per share (assumes total pre-tax transaction expenses of $6.5 million less the $4.2 million expensed and accrued by Wesco as of 12/31/2010). Excludes any further change in after-tax unrealized gains on Wesco’s common equity portfolio (including GS Warrants) between 2/3/2011 and the Determination Date (i.e., 2 days prior to the special meeting). GS Warrants valued as of 2/3/2011 using intrinsic value methodology (i.e., share price less strike price) using 3-day VWAP for GS stock from 2/1/2011 to 2/3/2011

(2)

 

Includes shares owned by Cascade Investment, L.L.C.

(3) Represents per share shareholders’ equity of $388.45 as of 12/31/2010 (includes total pre-tax expenses of $4.2 million expensed and accrued by Wesco as of 12/31/2010), plus Estimated Earnings Value per Share of $0.99 for 1/2011, less the change in after-tax unrealized gains of $2.47 per share on Wesco’s common equity portfolio (including GS warrants) from 12/31/2010 through 1/31/2011, less dividend of $0.42 declared on 1/20/2011 and payable on 3/3/2011

(4)

 

As of 9/30/2010


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Table of Contents

1. Overview of the Proposed Transaction

2. Outlook for Wesco as a Standalone Company

3. Valuation of Wesco

4. Berkshire Class B Share Considerations


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Wesco’s Prospects as a Standalone Company

Wesco is controlled by Berkshire Berkshire has stated its intent not to sell its 80.1% interest to a third party As a result, a control premium is unlikely for Wesco’s publicly-traded shares

Management

Wesco does not have an independent management team

Insurance business is sourced and managed by National Indemnity Company No succession plan exists for Chairman and CEO Charlie Munger

Insurance Business

87%(1) of insurance business is derived from Wesco’s participation in National Indemnity’s quota share agreement with Swiss Re According to Berkshire, Swiss Re is unlikely to renew its agreement (expiring in 2012) Berkshire is uncertain how much future insurance business will be allocated to Wesco Berkshire expects to have more than sufficient capital to absorb its business opportunities without Wesco Attributable to soft pricing environment globally for insurers

Non-Insurance Businesses

CORT has been unprofitable for 7 of the 10 years it has been owned by Wesco and

its future prospects are likely to be negatively impacted by online competition

Precision Steel is a small player in a highly fragmented market that contributes

negligibly to Wesco as a whole

MS Property is a real estate portfolio with its primary value in a commercial office

building and a luxury condo building

The condo building was built at the peak of the market and Wesco is unlikely

to recover its investment for some time

Investment Portfolio

Wesco’s $2.5(2) billion investment portfolio is managed by Berkshire

Several investment opportunities (Goldman Sachs, Wm. Wrigley) were sourced from Berkshire It is uncertain what investment opportunities Berkshire will allocate to Wesco going forward

(1)

 

Based on proportion of total net premiums written for the nine-month period ending 9/30/2010

(2) Wesco common equity portfolio (including GS Warrants) as of 1/31/2011. Includes Goldman Sachs Preferred Stock and securities with fixed maturities at carrying value as of 9/30/2010


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Impact of Swiss Re’s P&C Combined Ratios

Sell-side analysts are forecasting Swiss Re’s combined ratios to increase going forward

A combined ratio in excess of 100% will result in a net underwriting loss

101.9%

97.9%

96.6%

94.0% 94.0%

88.3%

2008A 2009A 2008A 2009A 2010E 2010E-2012E Average

Wes-FIC Actual

Combined Ratio (1)

Swiss Re P&C Actual and

Projected Combined Ratio (2)

Note: Combined ratios are calculated as the sum of the loss ratio (insured losses incurred divided by premiums) plus the expense ratio (acquisition and underwriting expenses divided by premiums) (1) Source: Wes-FIC management (2) Source: Historical data from company filings. Projected data based upon median estimates of sell-side analyst research consisting of: JP Morgan (1/6/2011), Citigroup (11/15/2010) and Deutsche Bank (11/05/2010)


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Analysts Expect Challenging Conditions to Continue for Global Insurers

Synopsis

 

Excess supply indicates that a hard market is not likely in the near term

“Industry surplus declines during the financial crisis have been more than replenished and capacity is now outstripping demand. While we reject the notion that a hard market is required in order to see meaningful out performance in these stocks, this soft market is different, in our view, as low interest rates cannot provide investment income to mask poor underwriting results”

Citigroup, 12/20/2010

P&C multiples are expected to remain depressed

“Normally, we value insurers using a price-to-book metric. Facing both underwriting and investment challenges, we expect valuations to be bound to book value and perhaps even trade below it for the foreseeable future”

Deutsche Bank, 1/21/2011

There are few signs of potential earnings drivers

“Looking forward, however, we are skeptical of the industry’s ability to rely on reserve releases to drive earnings. More specifically, from a balance sheet perspective, higher interest rates (coupled with a slight negative FX translation for international companies) should more than offset equity market gains”

JP Morgan, 1/5/2011

Excess supply is placing

continuous pressure on earnings

and ROE

“We see cheap stocks but few reasons to be positive on the group as a whole. Continued excess supply of capital has kept pressure on premium rates. Since the end of 2009, reinsurance industry capital has increased by approximately 10% and now stands at ~$442B, despite the record 1H10 catastrophe activity”

Citigroup, 12/20/2010


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Wesco vs. Berkshire Class B Performance

Based on Growth in Book Value Per Share and Dividends

Quarterly Growth in Book Value per Share and Shareholder Dividends (1)

600%

Wesco

Berkshire

550%

Absolute Increase

244.9%

549.5%

549.5%

14.25-Year CAGR in BVPS

6.5%

12.7%

14.25-Year CAGR in Sum of BVPS and Dividends

6.9%

12.7%

500%

450%

400%

350%

300%

250%

244.9%

200%

150%

100%

1996

1997 1998 1999 2000 2001 2002

2003

2004 2005 2006

2007

2008

2009

2010

Wesco

Berkshire

(1)

 

Measures increase in sum of book value per share and dividends from Q2 1996 to Q3 2010 Source: SNL Financial


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Table of Contents

1. Overview of the Proposed Transaction

2. Outlook for Wesco as a Standalone Company

3. Valuation of Wesco

4. Berkshire Class B Share Considerations


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Valuation of Wesco

Description of Greenhill’s Analyses

Description

Market Trading History

Reviewed public market trading performance of Wesco’s common stock

Performance over period prior to public announcement of Berkshire proposal

Performance following public announcement of Berkshire proposal

Evaluated historical price-to-book value multiples of Wesco and comparable companies

Calculated as the sum of:

An estimated value for each of Wesco’s four businesses (Wes-FIC, CORT, Precision Steel and MS Property); and

The shareholders’ equity of Wesco’s two holding companies

Calculated by multiplying:

Wesco’s Unaffected Price (closing stock price as of 8/25/2010); and

A selected range of premiums to the Unaffected Price

Premiums based on a review of premiums paid in relevant minority buyout transactions

Sum-of-the-Parts Valuation

 

Premiums Paid Analysis

Note: Valuations under each methodology are presented on an aggregate and per share basis


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Valuation Summary

Market Trading History (1)

Sum-of-the-Parts Valuation

 

Premiums Paid Analysis (15%—25% Over Unaffected Price)

Merger Consideration

Unaffected Price

($324.75)

Valuation Range – Equity Value

($ in millions)

Implied Multiple to

Reported GAAP Equity:

$2,349.5

$2,563.1

9/30/2010

0.91x

0.99x

Illustrative 4/30/2011E

0.84x

0.92x

Implied Multiple to

Reported GAAP Equity:

$2,427.6

$2,758.6

9/30/2010

0.94x

1.07x

Illustrative 4/30/2011E

0.87x

0.99x

Implied Multiple to

$2,659.0

$2,890.2

Reported GAAP Equity:

9/30/2010

1.03x

1.12x

Illustrative 4/30/2011E

0.96x

1.04x

$2,780.6

$2,312.2

$2,000

$2,250 $2,500

$2,750

$3,000

Valuation Range – Per Share Value

$330.00

$360.00

$340.97

$387.46

$373.46

$405.94

$390.54

$324.75

$280.91 $316.02 $351.13 $386.25 $421.36

(13.5%)

(2.7%)

8.1%

18.9%

29.7%

Premium / (Discount) to Unaffected Price

Merger Consideration

($390.54 per share) (2)

(1) Based on historical trading performance of Wesco common stock over last five years (based on VWAP during period ending 8/25/2010 ranging from one month to five years) (2) Assumes estimated closing date of 4/30/2011. Represents 1/31/2011E per-share shareholders’ equity of $386.55 per Berkshire management, plus Estimated Earnings Value per Share of $0.99 per month from 2/1/2011 through the special meeting, plus the change in after-tax unrealized gains of $1.23 per share on Wesco’s common equity portfolio (including GS Warrants) between 1/31/2011 and 2/3/2011 (using 3-day VWAP for each security from 2/1/2011 to 2/3/2011), less remaining estimated after-tax transaction expenses of $0.21 per share (assumes total pre-tax transaction expenses of $6.5 million less the $4.2 million expensed and accrued by Wesco as of 12/31/2010). Excludes any further change in after-tax unrealized gains on Wesco’s common equity portfolio (including GS Warrants) between 2/3/2011 and the Determination Date (i.e., 2 days prior to the special meeting). GS Warrants

valued as of 2/3/2011 using intrinsic value methodology (i.e., share price less strike price) using 3-day VWAP for GS stock from 2/1/2011 to 2/3/2011


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Wesco Historical Stock Price Performance

10 Years Prior to Public Announcement of Berkshire Proposal (8/26/2000 to 8/25/2010)

Current Price:

$380.17

VWAP since Offer:

$364.82

Unaffected Price:

$324.75

Period Prior to Offer Date

VWAP

1 Month

$336.08

3 Months

$335.84

6 Months

$353.27

1 Year

$345.57

3 Years

$338.06

5 Years

$354.92

Share Price

Volume (000’s)

$500.00

50

$450.00

Merger Consideration

($390.54 per share) (1)

40

$400.00

30

$350.00

20

$300.00

10

$250.00

$200.00

0

2001

2002

2003

2004

2005

2006

2007

2008

2009

2010

Volume

Wesco Stock Price

(1) Assumes estimated closing date of 4/30/2011. Represents 1/31/2011E per-share shareholders’ equity of $386.55 per Berkshire management, plus Estimated Earnings Value per Share of $0.99 per month from 2/1/2011 through the special meeting, plus the change in after-tax unrealized gains of $1.23 per share on Wesco’s common equity portfolio (including GS Warrants) between 1/31/2011 and 2/3/2011 (using 3-day VWAP for each security from 2/1/2011 to 2/3/2011), less remaining estimated after-tax transaction expenses of $0.21 per share (assumes total pre-tax transaction expenses of $6.5 million less the $4.2 million expensed and accrued by Wesco as of 12/31/2010). Excludes any further change in after-tax unrealized gains on Wesco’s common equity portfolio (including GS Warrants) between 2/3/2011 and the Determination Date (i.e., 2 days prior to the special meeting). GS Warrants valued as of 2/3/2011 using intrinsic value methodology (i.e., share price less strike price) using 3-day VWAP for GS stock from 2/1/2011 to 2/3/2011

Source: FactSet


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Wesco Historical Price-to-Reported Book Multiples

Comparison to Berkshire Class B and Reinsurance Composite

Wesco common stock has traded, on average, at or around book value in the past 3 years

Pre-Offer Price-to-

Reported Book

Average as of 8/26/10

1-Year 3-Year 10-Year

Wesco 0.98x 1.01x 1.14x

Reinsurance 0.85x 0.94x 1.32x

Composite

Berkshire 1.33x 1.45x 1.60x

Class B

Post-Offer Price-to-

Reported Book

Current Average

as of Since

2/03/11 8/26/10

Wesco 1.05x 1.02x

Reinsurance 0.83x 0.82x

Composite

Berkshire 1.37x 1.37x

Class B

Price / Reported Book Multiple

Berkshire Proposal (8/26/2010)

2.40x 2.00x 1.60x 1.20x 0.80x 0.40x 0.00x

1.37x

1.05x

0.83x

2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010

Wesco

Reinsurance Composite

Berkshire Class B

Note: Reinsurance Composite includes Alterra Capital, Aspen Insurance Holdings, Axis Capital, Endurance Specialty Holdings, Everest Re, Montpelier Re, PartnerRe, Platinum Underwriters, RenaissanceRe and Transatlantic Holdings Source: FactSet

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Sum-of-the-Parts Valuation Analysis(1)

Greenhill has formed a view

on a sum-of-the-parts

valuation based on the sum

of the individual valuations

for each Wesco business

A consolidating adjustment

is then made to reflect the

shareholders’ equity of the

parent and intermediate

holding companies

Per share amounts calculated

using 7,119,807 share count

as of 9/30/2010

Insurance Furniture Steel Real Estate Holding Companies

($ in millions, except per share data)

Wes-FIC

CORT

Precision Steel

MS Property (2)

Consolidating Adjustments (3)

Total (1)

Total Per Share

Valuation

Equity Value Value

Methodologies

Low - High Low - High

Trading Valuation

Wes-FIC $2,600 - $2,850 $365.18 - $400.29 Additional Value Adjustments

Enterprise Value 350 425

CORT (-) Net Debt (4) (380) (380) Trading Valuation

Equity Value (30) - 45 (4.22) - 6.31 DCF

Enterprise Value 27 33

Precision Steel (+) Net Cash (5) 30 30 Trading Valuation

Equity Value 57 - 63 7.94 - 8.78 Precedent Transactions

Enterprise Value 72 72

MS Property (2) (-) Net Debt (6) (56) (56)

Equity Value 16 - 16 2.20 - 2.20 Third-Party Appraisal

Consolidating

Adjustments (3) (214) - (214) (30.13) - (30.13)

Total (1) $2,428 - $2,759 $340.97 - $387.46

Note: Analysis assumes tax rate of 35.0%

(1) Includes change in after-tax unrealized gains of $149.8 on Wesco’s common equity portfolio (including GS Warrants) between 9/30/2010 and 2/3/2011, but excludes any further change in after-tax unrealized gains on Wesco’s common equity portfolio (including GS Warrants) between 2/3/2011 and the Determination Date (i.e., 2 days prior to the special meeting) (2) Assumes value of MS Property to be equivalent to appraised value of $72.0 provided by Cushman & Wakefield as of 12/10/2010 (3) Includes Midwest shareholders’ equity of $113.7 and Retained Loss & Capitalized Interest at HoldCo Plus Other Adjustments of $(328.2) as of 9/30/2010 (4) Net debt of $380.1 includes intercompany payable of $333.1, third-party notes payable of $49.3 and cash and equivalents of $2.4 as of 9/30/2010 (5) Net cash of $29.5 includes cash and cash equivalents of $25.5 as of 9/30/2010 and includes a $4.0 after-tax change in the unrealized gain position of the Wells Fargo common stock held by Precision Steel from 9/30/2010 to 2/3/2011 (6) Net debt of $56.4 includes intercompany payable of $56.7 and cash and equivalents of $0.4 as of 9/30/2010


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Premiums Paid Valuation Analysis

Data Set Based on:

Industry Size / Location

Characteristics Characteristics

U.S. Targets (2)

 

U.S. Targets with Less Than 25% of Shares Publicly Traded (3)

Insurance Targets (4)

 

Insurance Targets with Less Than 25% of Shares Publicly Traded (5)

Number of 1-Day 1-Week

Transactions Mean Median Mean Median

Data Set Based on:

Size / Location Characteristics

Industry Characteristics

U.S. Targets (2)

U.S. Targets with Less Than 25% of Shares Publicly Traded (3)

Insurance Targets (4)

Insurance Targets with Less Than 25% of Shares Publicly Traded (5)

39 30.2% 23.5% 32.8% 26.0%

14 19.7% 15.6% 23.1% 20.3%

13 23.8% 22.6% 28.8% 29.2%

6 19.1% 18.0% 27.1% 25.3%

Implied Equity Value Per Share

Premiums to Indicated Wesco Share Price

Unaffected Price 1-Week

0% $324.75 $326.00

5% 340.99 342.30

10% 357.23 358.60

15% 373.46 374.90

20% 389.70 391.20

25% 405.94 407.50

30% 422.18 423.80

(1)

 

Expressed as a percentage premium to share price one day and one week prior to announcement

(2) Data set consists of minority buyout transactions with transaction values between $100 million and $1 billion since 2000, involving U.S. targets

(3) Data set consists of minority buyout transactions with transaction values between $100 million and $1 billion since 2000, involving U.S. targets with less than 25% of shares publicly traded

(4)

 

Data set consists of insurance minority buyout transactions since 2000 globally

(5) Data set consists of insurance minority buyout transactions since 2000 globally, involving targets with less than 25% of shares publicly traded Source: Company filings, Thomson, Capital IQ, FactSet


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Precedent Minority Buyout Transactions

All U.S. Targets

Greenhill has evaluated precedent data on premiums paid in precedent minority buyout transactions

Minority buyout transactions with transaction values between $100 million and $1 billion since 2000, involving U.S. targets

Minority buyout transactions with transaction values between $100 million and $1 billion since 2000, involving U.S. targets with less than 25% of shares publicly traded

Offers for U.S. Targets (1)

Offers for U.S. Targets with

Less Than 25% of Shares Publicly Traded (2)

Number of Deals = 39 Number of Deals = 14

Premium

1 Day 1 Week 1 Day 1 Week

Mean 30.2% 32.8% Mean 19.7% 23.1%

Median 23.5% 26.0% Median 15.6% 20.3%

(1) Data set consists of minority buyout transactions with transaction values between $100 million and $1 billion since 2000, involving U.S. targets (2) Data set consists of minority buyout transactions with transaction values between $100 million and $1 billion since 2000, involving U.S. targets with less than 25% of shares publicly traded Source: Company filings, Thomson, Capital IQ, FactSet


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Precedent Minority Buyout Transactions

Insurance Targets

Date % of Shares

Target Name Acquiror Name Transaction Price / Book Price 1 Day 1 Week

Annc’d Acq. ($mil)

10/29/2010 CNA Surety (1) CNA Financial Corporation 38.2% $ 373 0.94x n.a. n.a. n.a

09/04/2009 Odyssey Re Holdings Corp Fairfax Financial Holdings 24.4% 1,055 1.25x $ 65.00 29.4% 29.7%

12/01/2008 Northbridge Financial Corp Fairfax Financial Holdings 36.9% 554 1.06x 31.51 21.0% 27.0%

03/10/2008 Nationwide Financial Services Nationwide Mutual Insurance Co 35.7% 2,450 1.44x 52.25 37.8% 28.7%

07/17/2007 Alfa Corp Investor Group 47.3% 890 2.00x 22.00 44.7% 44.9%

02/22/2007 Great American Financial American Financial Group Inc 24.4% 245 1.12x 24.50 13.2% 15.0%

01/24/2007 21st Century Insurance AIG 39.2% 807 2.12x 22.00 32.6% 34.2%

03/21/2006 Erie Family Life Insurance Erie Indemnity Co 24.9% 75 1.18x 32.00 17.4% 17.4%

03/18/2002 MEEMIC Holdings ProAssurance Corp 15.7% 35 1.20x 29.00 11.5% 20.8%

08/30/2000 AXA Financial Inc AXA-UAP SA 45.3% 11,189 3.65x 54.63 4.6% 9.8%

03/27/2000 Hartford Life Hartford Fin Svcs Group Inc 19.6% 1,325 2.54x 50.50 18.7% 40.3%

03/21/2000 Travelers Property Casualty Citigroup Inc 15.0% 2,449 1.82x 41.95 24.3% 39.3%

01/19/2000 Conning & Company Metropolitan Life Insurance Co 39.0% 95 1.79x 12.50 30.8% 38.9%

Mean 1.70x 23.8% 28.8%

Median 1.44x 22.6% 29.2%

Note: Data set consists of insurance minority buyout transactions since 2000 globally (1) Transaction pending Source: Company filings, Thomson, Capital IQ, FactSet


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Table of Contents

1. Overview of the Proposed Transaction

2. Outlook for Wesco as a Standalone Company

3. Preliminary Valuation of Wesco

4. Berkshire Class B Share Considerations


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Berkshire Overview

Summary Market Statistics

($ in millions, except per share data)

Class A Share Price as of 2/3/11 $124,600.00

Discount to 52-week high 0.8%

Class B Share Price as of 2/3/11 $83.02

Discount to 52-week high 0.8%

Shares Oustanding (mm)

Class A 0.96

Class B 1,037.80

Market Capitalization $205,295

Debt 58,663

Cash (34,461)

Minority Interest 4,926

Enterprise Value $234,423

Calender Year Ending 12/31(1)

2011E 2012E

EV/ Revenue 1.71x 1.66x

P/E 18.5x 18.5x

Company Overview

Berkshire Hathaway is a holding company with over 50 subsidiaries engaged in a broad range of businesses including:

Insurance (70 domestic and foreign-based insurance entities)

Finance and Financial Products Railroad, Utilities and Energy Manufacturing, Service and Retail

Berkshire also functions similarly to a mutual fund, holding large investment stakes in many companies

The after-tax fair market value of

Berkshire’s investment portfolio represents approximately 44% of Berkshire’s market capitalization

Manages a derivative portfolio with a notional value of approximately $63 billion

257,000 employees as of December 31, 2009 (Includes 35,000 BNSF employees)

Corporate headquarters in Omaha, Nebraska

Senior Management

Name Age Position

Warren E. Buffett 80 Chairman & CEO

Charles Munger 86 Vice-Chairman,

Chairman & CEO, Wesco

Marc D. Hamburg 60 CFO & SVP, Berkshire

David Sokol 53 Chairman, MidAmericanTony Nicely 67 CEO, GEICO

Investment Portfolio

After-Tax % of After-Tax Fair

Investment Fair Value (2) Value

($ in millions)

Fixed Maturity Securities $ 35,937 39.7%

Other Equity Securities 25,714 28.4%

The Coca-Cola Company 10,143 11.2%

Wells Fargo & Company 8,709 9.6%

American Express Company 5,609 6.2%

The Procter & Gamble Company 4,338 4.8%

Total $ 90,450 100.0%

Derivative Contract Gain / (Loss)

YTD 2010 YTD 2009

($ in millions)

Equity Index Options $ (2,319) $ 2,010

Credit Default Obligations 407 483

Other 1 79

(1) Based on I/B/E/S consensus estimates as of 2/3/2011

(2) Calculated as pre-tax fair value less taxes on capital gain (difference between pre-tax fair value and cost basis), assuming capital gains tax rate of 15.0% Source: Company Filings, I/B/E/S consensus estimates, Bloomberg

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Berkshire Summary Financials

Historical and Projected Summary Financials

Net Earnings per Class B Share

$3.17

$3.69

$4.76

$5.70

$2.15

$3.46

$4.43

$4.48 $4.48

04A-09A CAGR: 1.8%

10E-12E CAGR: 0.6%

2004A 2005A 2006A 2007A 2008A 2009A 2010E 2011E 2012E

Book Value per Class B Share

$39.58 $37.22

$52.01 $46.85 $47.02

$56.32

$62.64

$67.69

$72.07

04A-09A CAGR: 8.6%

10E-12E CAGR: 7.3%

2004A 2005A 2006A 2007A 2008A 2009A 2010E 2011E 2012E

Total Revenues

($ in billions)

$74.4

$81.7

$98.5

$118.2

$107.8

$112.5

$133.2

$137.3

$141.1 3

04A-09A CAGR: 8.6%

10E-12E CAGR: 2.9%

2004A 2005A 2006A 2007A 2008A 2009A 2010E 2011E 2012E

Net Earnings Attributable to Berkshire

($ in billions)

$7.3

$8.5

$11.0

$13.2

$5.0

$8.1

$11.0

$11.1 $11.1

04A-09A CAGR: 2.0%

10E-12E CAGR: 0.6%2004A 2005A 2006A 2007A 2008A 2009A 2010E 2011E 2012E

Source: Company Filings, I/B/E/S consensus estimates as of 2/3/2011

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Berkshire Class B Historical Stock Price Performance

Summary of Share Structure

Corporation authorized to issue 1,650,000 Class A shares and 3,225,000,000 Class B shares Each Class A share may be converted into 1,500 Class B shares at option of holder, without payment of consideration Class A share price of $124,600.00 as of 2/3/2011 Class B share price of $83.02 as of 2/3/2011 One vote per Class A share; 1/10,000th of one vote per Class B share

$$100.00 .00 $$ 90.00 90.00 $$ 80.00 80.00 $$ 70.00 70.00 $$ 60.00 60.00 $$ 50.00 50.00 $$ 40.00 40.00 $$ 30.00 30.00

2001 2000 2002 2003 2004 2005 2006 2007 2008 2009 2011 2010

1/21/02: Acquires remaining 12.75% of Shaw Industries not already owned by Berkshire

4/1/03: Announces acquisition of Clayton Homes for $12.50 per share or approx. $1.7bn

12/14/04: Bill Gates, Founder and Chairman of Microsoft, elected as a Director

1/1/08: Swiss Re quota share put into place for Wes-FIC

12/25/07: Announces acquisition of 60% of Marmon Holdings for approx. $4.5bn

9/19/05: Hurricane Katrina strikes the Gulf Coast

6/25/06: Warren Buffett pledges $31 billion of personal fortune to the Gates Foundation

2/5/09:

Announces $3bn investment in Swiss Re

9/24/08:

Announces $5bn investment in Goldman Sachs

10/25/10:

Announces Todd Combs to join Berkshire to manage a portion of Berkshire’s investment portfolio

$83.02

8/26/10:

Announces proposal to acquire remaining 19.9% of Wesco not already owned by Berkshire

11/3/09: Announces acquisition of BNSF for approx. $44bn

1/20/10: Splits Berkshire Class B shares 50-for-1

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Berkshire Class B Historical Valuation Multiples

Actual and Relative (to the S&P) Price-to-Book Value Multiples

Price-to-book is an imperfect valuation metric for the S&P 500 given that a number of the companies in the S&P 500 do not trade on book value and have high price-to-book multiples That said, Berkshire’s current price-to-book multiple is 59.6% of the S&P 500’s current price-to-book multiple and has averaged 59.1% over the last 10 years Berkshire is currently valued at a 1.37x price-to-book multiple relative to a 1.59x average over the last 10 years

Price /

Book

10-Year Average

1.59x

5-Year Average

1.47x

3-Year Average

1.40x

1-Year Average

1.36x

Current

1.37x

Price-to-Book Value

Price-to-Book Multiple

Price-to-Book Relative to S&P 500

2.5x

100%

2.0x

75%

Average: 1.59x

1.5x

59.6%

1.37x

50%

1.0x

25%

0.5x

0.0x

0%

2001

2002

2003

2004

2005

2006

2007

2008

2009

2010

Berkshire Price-to-Book

Source: SNL Financial, Capital IQ


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Berkshire Class B Historical Valuation Multiples

Actual and Relative (to the S&P) Price-to-Tangible Book Value Multiples

Price-to-tangible book is an imperfect valuation metric for the S&P 500 given that a number of the companies in the S&P 500 do not trade on tangible book value and have high price-to-tangible book multiples That said, Berkshire’s current price-to-tangible book multiple is 43.8% of the S&P 500’s current price-to-tangible book multiple compared to 45.0% over the last 10 years Berkshire is currently valued at a 2.04x price-to-tangible book multiple relative to a 2.31x average over the last 10 years

Price /

Tangible

Book

10-Year Average

2.31x

5-Year Average

2.09x

3-Year Average

1.99x

1-Year Average

2.00x

Current

2.04x

Price-to-Tangible Book Value

Price-to-Tangible Book Multiple Price-to-Tangible Book Relative to S&P 500

3.5x

100.0%

3.0x

75.0%

2.5x

Average: 2.31x

2.0x

2.04x

50.0%

1.5x

1.0x

25.0%

0.5x

0.0x

0.0%

2001

2002

2003

2004

2005

2006

2007

2008

2009

2010

Berkshire Price-to-Tangible Book

 

Source: SNL Financial, Capital IQ


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Equity Research Perspectives on Class B Shares

Berkshire Hathaway is covered by six analysts, while firms in the Dow Jones Industrial Average are covered by 29 analysts on average

Ratings Summary

Class B

Date

Firm Name

Rec.

Price

01/24/11

Edward Jones

Hold

01/24/11

Stifel Nicolaus

Sell

01/04/11

Barclays Capital

Hold

$88.00

11/08/10

KBW

Hold

$84.67

11/08/10

Macquarie

Hold

$90.00

9/18/10

EVA Dimensions

Sell

Average Analyst Price Target:

$87.56

Current Price:

83.02

Implied Upside:

$4.54

Equity Research Analyst Ratings Distribution and Berkshire Class B Price Performance (1)

100%

$105.00

$95.00

80%

$85.00

60%

$83.02

$75.00

40%

$65.00

20%

$55.00

0%

$45.00

Feb-08

Jun-08

Oct-08

Feb-09

Jun-09

Oct-09

Feb-10

Jun-10 Oct-10

Feb-11

Buy

Hold

Sell

Share Price

Class B Share price

% of total recommendations

(1)

 

Excludes Edward Jones and EVA Dimensions Source: Bloomberg, FactSet


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Historical Exchange Ratio Analysis

Berkshire Class B Shares per Wesco Share

Wesco Share Price Divided by Berkshire Class B Share Price

Beta (2)

Wesco

0.545

Berkshire Class B Shares

0.621

Quarterly Growth in Book Value Per Share and Dividends Since 1996

12.7%

6.9%

Berkshire Class B Wesco

Historical Average

Exchange Ratio

Since BRK.B Began Trading (1)

6.5x

10-Year Average

5.8x

5-Year Average

5.2x

3-Year Average

4.7x

1-Year Average

4.5x

Current

4.6x

12.0x 11.0x 10.0x 9.0x 8.0x 7.0x 6.0x

5.0x 4.0x

3.0x 1996

1997 1999 2000 2002 2004 2005 2007 2008 2010

(1)

 

Berkshire Class B shares began trading on 5/9/1996

(2)

 

Represents Bloomberg Raw Beta calculated for the period from 5/9/1996 to 2/3/2011 Source: FactSet

6.5x


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Valuation Matrix for Class B Shares

 

52-Week Low Share Price (6/7/2010) Current Share Price (2/3/2011)

 

52-Week High Share Price (11/5/2010)

 

Consensus Equity Research Price Target (as of 2/3/2011)

 

Implied Price Based on 10-Year Average Price-to-Tangible Book Value

 

Implied Price Based on 10-Year Average Price-to-Book Value

Price as a Multiple of:

Class B

Equity Value

Reported Book

Tangible Book Value

2011E EPS

Share Price

($ in mm)(1)

Value Per Share

Per Share

$70.04 $173,197.3 15.6x 1.16x 1.72x 72.00 178,044.1 16.1x 1.19x 1.77x 74.00 182,989.8 16.5x 1.22x 1.82x 76.00 187,935.4 17.0x 1.26x 1.87x 78.00 192,881.1 17.4x 1.29x 1.92x 80.00 197,826.8 17.9x 1.32x 1.97x 82.00 202,772.4 18.3x 1.35x 2.02x 83.02 205,294.7 18.5x 1.37x 2.04x 83.72 207,025.7 18.7x 1.38x 2.06x 84.00 207,718.1 18.7x 1.39x 2.07x 86.00 212,663.8 19.2x 1.42x 2.12x 87.56 216,521.4 19.5x 1.45x 2.15x 88.00 217,609.4 19.6x 1.45x 2.17x 90.00 222,555.1 20.1x 1.49x 2.22x 92.00 227,500.8 20.5x 1.52x 2.26x 93.97 232,360.1 21.0x 1.55x 2.31x 94.00 232,446.5 21.0x 1.55x 2.31x 96.00 237,392.1 21.4x 1.59x 2.36x 96.29 238,110.5 21.5x 1.59x 2.37x

(1) Equity Value calculated as Class B Share Price multiplied by weighted average Class B Shares Outstanding Source: FactSet, SNL Financial, Capital IQ