Annual Report 2007
Annual Report 2007
Annual Report 2007
Annual Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Investment Adviser’s Note . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
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TWEEDY, BROWNE FUND INC.
Left to right: Will Browne, Bob Wyckoff, Chris Browne, Tom Shrager and John Spears.
To Our Shareholders:
We are pleased to present the Investment Adviser’s Letter to
Shareholders for the Tweedy, Browne Global Value Fund and the Tweedy,
Browne Value Fund for the year ended March 31, 2007. This letter is separate
from each Fund’s Annual Report to Shareholders, which accompany this
letter and which we also urge you to read. Investment results* for the past six
months and the last one, three, five and ten years, and results since inception
of each Fund are presented in the tables below:
MSCI EAFE MSCI EAFE
Period Ended Tweedy, Browne Index(1)(2) Index(1)(2)
3/31/07 Global Value Fund Hedged US $
6 Months 12.96% 11.77% 14.85%
1 Year 16.01 13.73 20.20
3 Years 16.98 20.06 19.83
5 Years 12.31 8.84 15.78
10 Years 12.57 7.90 8.31
Since Inception (6/15/93)(3) 13.31 8.45 8.11
Total Annual Fund Operating Expense Ratio as of 3/31/06 was 1.38% and as of 3/31/07 was 1.37%†
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Period Ended Tweedy, Browne S&P
3/31/07 Value Fund 500(1)(4)
6 Months 5.13% 7.38%
1 Year 10.76 11.83
3 Years 7.42 10.06
5 Years 5.24 6.25
10 Years 8.55 8.20
Since Inception (12/8/93)(3) 10.73 10.71
Total Annual Fund Operating Expense Ratio as of 3/31/06 was 1.36% and as of 3/31/07 was 1.38%†
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resumption of the bull market was well underway. And this is but a small
sample of the volumes of advice investors have been and continue to be
subjected to on a daily basis.
So how did the markets do over the last year, and more importantly, how
did our Funds perform? With the exception of the NASDAQ Composite
Index5, most broad market indices began to rise in June, resulting in a sort of
stealth bull market until February of this year when global equity markets
faced another brief comeuppance when the Chinese government expressed
concern over increasing speculation in their equity market. After several
weeks of choppy trading in February and early March, which saw many
markets correct by as much as 5% or more, the markets regained their footing
to end the March quarter at or above where they started off the new calendar
year. Again, with the exception of the NASDAQ Composite Index, broader
global indices over the last year produced results ranging from the low ‘teens
(the S&P 500 was up 11.83%) to a little over 20% (MSCI EAFE in U.S.
dollars (Unhedged) was up 20.20%). The relative weakness of the U.S. dollar
enhanced the results of the MSCI EAFE Index in U.S. dollars. However, the
return for the MSCI EAFE Index (Hedged to U.S. dollars) was still a more
than acceptable 13.73%. And most of these gains were achieved in the
second half of the year. At the end of September, the S&P 500 was up just a
little over 4%, and the MSCI EAFE Index in U.S. dollars was up 4.65%, while
the MSCI EAFE Index Hedged was up only 1.75%. In comparison, the
Tweedy, Browne Global Value Fund was up 2.70% for the first six months
ending September 30, 2006, and closed the fiscal year up 16.01%. The
Tweedy, Browne Value Fund was up 5.36% for the first six months ending
September 30, 2006, and finished the fiscal year up 10.76%.
For the last several years, it seems that the world has been awash in a sea
of liquidity caused at least in part by an abundance of low cost credit. This
unprecedented level of free-flowing cash has stimulated demand for virtually
all financial asset classes – from traditional equities to emerging market debt
to hedge funds and private equity. The result has been an across the board rise
in financial asset prices and valuations, and an extraordinary decline in equity
market volatility. The advance in public equity markets has been driven by
exceptional returns in smaller and medium capitalization issues, and has been
most pronounced in non-U.S. equity markets, particularly the emerging
markets, although a significant portion of the non-U.S. equity markets’ gain
was attributable to the strength of foreign currencies against the U.S. dollar.
For example, the MSCI World Small Cap Index, which is an unmanaged
capitalization-weighted index of companies that attempts to represent the
business activities of small cap companies across developed markets, was up
over 189% cumulatively in U.S. dollars over the last four years, for a
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compound annualized return of over 30%. The MSCI “BRIC” Index, which
is a composite index of equities in Brazil, Russia, India and China, was up
approximately 409% cumulatively over the same period when measured in
U.S. dollars, or roughly 50% annualized. While the returns for the S&P 500
and the MSCI EAFE Index (in U.S. dollars) were not as robust, they still
compounded at annualized rates of return of approximately 16% and 28%,
respectively.
These spectacular returns have also been accompanied by unprecedented
declines in equity market volatility. At calendar year-end, it was reported in
The Wall Street Journal that in over 912 trading days the Dow Jones Industrial
Average6 had not experienced as much as a 2% daily decline, the longest
stretch of its kind in the index’s history. The Chicago Board of Options
implied volatility index, better known as the VIX, which is based on the
pricing of S&P 500 put and call options, was near its lowest level in 10 years
in January. The market’s advance has engendered a somewhat worrisome
degree of confidence and complacency among investors, who have shrugged
off Federal Reserve tightening, large increases in commodity prices, a
declining dollar, the bursting of the housing bubble, and increasing
geopolitical turmoil to take on increasing risk with lower expected returns.
Risk premiums on the riskiest of financial assets have shrunk dramatically. For
example, in late March, the roughly 300 basis point spread between the yield
on junk bonds and virtually risk-free U.S. Treasuries was near its lowest point
in 10 years. Just four to five years ago, the spread was in excess of 1,000 basis
points. To date, this willingness to take on increased risk for marginally better
expected returns has paid off, with the riskiest asset categories producing the
best returns, as evidenced by the record-shattering returns of the “BRIC”
countries; i.e., Brazil, Russia, India and China. Last year, each of these
emerging markets hit all-time highs.
While our Funds have participated strongly in this aggressive advance,
our relative results are significantly better if you include the down markets
which occurred early on in this equity market cycle; i.e., 2000, 2001 and 2002.
The Tweedy, Browne Global Value Fund has compounded at a little over 24%
per year net of fees over the last four fiscal years ending March 31, 2007,
beating the MSCI EAFE Index Hedged to U.S. dollars by a modest 2 basis
points per year. (Please refer to the Funds’ standardized performance set forth
in the tables at the beginning of this letter.) However, if one takes into
consideration the full market cycle, which extends back to the bursting of the
technology bubble in March 2000, our Global Value Fund produced a
compound annualized return of 10.08%, which was 729 basis points better
than the 2.79% return of the hedged MSCI EAFE Hedged Index, and 503
basis points better than the 5.05% return of the MSCI EAFE Unhedged
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Index. In fact, our Global Value Fund has outperformed our benchmark index
in six out of the last seven calendar years.7 While the period since March 2000
has indeed been a good one for both of our Funds, we would caution our
shareholders that there have been, and there will certainly be, times when our
Funds underperform their respective benchmarks.
The same analysis holds true for our Value Fund, even though its results
have not been as robust as the results for our Global Value Fund. That is not
surprising, given that U.S. equity market results have not been nearly as strong
as international markets over the last four years. The Tweedy, Browne Value
Fund has compounded at an annualized rate of 13.12% over the last four fiscal
years. However, if the down markets are included, which occurred in the early
part of the cycle, a different story unfolds. Since the bursting of the
technology bubble in March 2000, the Value Fund has compounded at
approximately 6.49% per year versus a compound return of 0.89% for the S&P
500, or 560 basis points better than the Index.7
While it would be nice to beat the benchmark indices every year, that
may be an illusory goal given that specific market sectors can produce the
largest part of the gain in any given year. Keeping up with the broader indices
in the good years is not so bad. We believe that out-performance in the bad
years is what often results in superior long-term performance. It has been in
difficult market periods that we have generally produced our best relative
results.
In our view, perhaps of greater importance, these results have been
achieved while accepting a modest and manageable level of risk. Finding
attractively priced securities over the last several years has been more difficult,
and as we sold stocks that were hitting our targets, deeply undervalued
replacements were hard to come by. Our double digit cash reserve position
during much of this period, which led to a closing of our Funds to new
subscriptions, lowered our risk but was obviously a drag on returns. While our
cash reserves came down a bit in 2006, the market’s continued advance,
coupled with low volatility, has made bargain hunting a rather arduous
process.
In contrast to some of our competitors on the international side, who may
have loaded their portfolios with emerging market stocks, we have had very
modest exposure to these securities. To date, both of our Funds have had less
than 10% of their assets invested in the emerging markets, and these
investments have been in the more developed of those markets such as South
Korea, Croatia and Mexico. Moreover, in our view, South Korea may be
miscategorized as a developing market given its highly industrialized economy
and high standard of living. We have not invested directly in stocks in Brazil,
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Russia, India or China although we have researched several companies in
Brazil and India. Even though we chose not to invest in those particular
companies, we are continuing to research other companies in both of those
countries. As we have said in the past, in order to invest, we need a stable
political environment, a legal system and regulatory structure that will allow
us to enforce our property rights if need be, reliable financial data and
reporting regimes so that we can adequately appraise businesses, the
availability of undervalued equities, and a forward currency market. If we have
all of that, we will not hesitate to commit capital. This effectively keeps us
out of the dicier and more speculative emerging markets, but allows us to
participate in those that are more developed.
As we alluded to earlier in this letter, the Shanghai Stock Exchange
Index, a measure of Chinese equity market returns, dropped nearly 9% in a
single day in February after it was rumored that the Chinese government
might constrain margin lending in an effort to curb speculative excesses in
their stock market. By way of background, prior to this sharp decline, the
Shanghai Index had increased 13.7% since the beginning of this calendar year
on top of a 136% return in 2006. Notwithstanding these increases, the recent
decline was enough to cause a fairly serious ripple throughout the world,
particularly in other emerging markets. In early March, after several nervous
trading days, the Chinese market righted itself and year-to-date through late
April was up over 40%. In an article that appeared the day after the market’s
steep February decline, The New York Times reported that the Chinese stock
market, which is highly volatile, is often referred to by local investors as “dubo
ji,” or the slot machine. A “one-armed bandit” is not at all what Ben Graham
had in mind when he developed his concept of investing with a “margin of
safety.”
In looking back over the past year, if we had been more fully invested, had
greater exposure to smaller cap stocks and the emerging markets, and had been
exposed to the gyrations of foreign currencies,8 we would have had better
returns, but we believe that we would have also dramatically increased the risk
of our Funds’ portfolios. As financial stewards of your capital, we will only
commit your capital – and ours – when we believe we are being adequately
compensated for the risks we are incurring. In those asset categories, we felt
we were not being adequately compensated.
Perhaps one of the clearest signs of investor complacency today is the
increasing popularity of private equity funds. According to the National
Venture Capital Association, the amount of money raised in 2006 by U.S.
private equity funds reached a new high, which was over 4 times the amount
raised in 2002. It is estimated that somewhere in the neighborhood of $300 to
$400 billion dollars has found its way into the coffers of private equity funds
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over the last several years. When leveraged, as most of these vehicles are, we
are talking about trillions of dollars of buying power. These are investment
partnerships run by some of Wall Street’s best and brightest. Generally, they
raise capital from wealthy individuals and institutions, and then borrow
massive sums of money from banks, hedge funds and other institutional
investors, and use this money to buy both privately and publicly traded
companies. The theory behind this practice, particularly as it relates to the
publicly traded companies, is that in taking these companies private, the
private equity sponsors will free these companies from the short-term thinking
of their public shareholder base, and from risk-constraining regulatory regimes
such as Sarbanes-Oxley, and will be able to “rationalize” these businesses in a
way that will enhance their value over the long term. We sometimes wonder
what qualifies investment bankers to become “change agents” in highly
complex and competitive businesses without prior operating experience. But
far be it from us to question the abilities of these “masters of the universe.” We
do, however, find it somewhat amusing that these same investment bankers
who express disdain for the constraining influence of the public equity markets
are quick to take advantage of these same markets when they bring their
investments public again several years later. The reported investment records
of many of these partnerships in recent years have been quite extraordinary,
but bull markets – fueled by abundant credit and a surge of new investment in
the private equity class – have a way of making a lot of market participants
look smart. The long-term record for these vehicles paints a different picture.
David Swensen, the highly acclaimed manager of Yale’s endowment over
the last 20 plus years and a leading authority on alternative investments,
examined the performance records of private equity funds in his book,
Unconventional Success: A Fundamental Approach to Personal Investment,
and found that on average “… buyout investors incurred greater risk and paid
higher fees to achieve inferior results, which hardly represents a description of
investment success.” The greater risk comes from leverage: private equity
funds are paying full acquisition-market prices to buy businesses in auctions
and negotiated transactions, often borrowing 70% to 80% of the total
purchase price. This is equivalent to buying a $100 stock with $70 to $80 of
borrowed money and only $30 or $20 from your own pocket. A 20% to 30%
decline can wipe you out. Investors in these funds also face significant
liquidity risks because their invested capital is often “locked up” for very long
time periods, and there is no real active market in private partnership
interests.
Mr. Swensen cited a study by Cambridge Associates, a leading
investment consultant to college endowment funds, which examined the
returns of a group of 304 buyout funds for the 20 years ended June 30, 2003.
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The mean annualized return for this pool of leveraged funds over the 20 years
was 11.5% versus a return of 12.2% for the S&P 500 for the same period.
Despite having enormous fees and incurring significantly greater risk through
leverage, the average buyout fund would have failed to outperform a low-fee,
highly diversified, and unleveraged S&P 500 index fund.
In another study conducted by Mr. Swensen’s investment team for the
period between 1987 and 1998, the Yale investment office examined 542
buyout deals, which on average produced a net return of 36% per year,
significantly outpacing the 17% annualized return for the S&P 500 for the
same period. But Swensen is quick to point out that comparing the returns of
a highly leveraged private equity fund to an index that is not leveraged, such
as the S&P 500, is not an apples-to-apples comparison. To produce a better
comparison, he applied leverage to the S&P 500 returns, and found that a
“comparably timed, comparably sized, and comparably leveraged investment”
in the S&P 500 would have produced an astonishing 86% annualized return,
beating the results of the buyouts by 50 percentage points per year.
Certainly one of the reasons these private equity funds have not, on
average, been able to add any value above an S&P 500 index return is the
enormous fee drag on the results of their investments. The price of admission
to these highly sought after vehicles is something that might have made even
Croesus blush. On top of an annualized maintenance fee of generally 1.0% to
2.0% per year of committed capital, most private equity funds receive 20% of
the gain on their investments. In addition, many private equity firms pay
themselves a fee for advising on their own acquisitions. The maintenance fees
alone on today’s $10 to $20 billion mega funds may be enough to focus the
private equity sponsor’s attention on asset gathering as opposed to returns.
The total fees earned on a $20 billion mega fund over a 7 to 10-year period
can run into the billions. The previously mentioned Cambridge study found
that larger buyout funds (those $1 billion and over) produced returns of only
6% per year versus 11.5% for the average of all of the private equity funds in
their study, and 12.2% for the S&P 500. Swensen attributed the poor results
of the larger funds to a shift in focus from generating high returns on riskier
deals, to protecting their franchise by pursuing steadier returns on less risky
deals.
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With record inflows over the last few years, these private equity funds are
on a spending spree that has exceeded that of the Michael Milken-fueled
takeover mania of the mid-to-late ‘80s. As you can see from the chart below,
deal volume in 2006 was nearly triple the volume achieved at the peak of the
takeover boom in 1989. Just a few months ago, Blackstone announced that
they had successfully won the bidding war for Sam Zell’s Equity Office
Properties, paying approximately $39 billion for the company, the largest
leveraged buyout (“LBO”) ever, only to be topped by KKR’s bid for Texas
Utilities the following week for $45 billion. Many market observers feel that
much larger deals are possible given the recent propensity of private equity
partnerships to join together in so-called “club deals.” It is estimated that
another $500 billion or more in private equity buyouts will be completed this
year.
Global LBO Total Deal Value ($bn)
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obligations, and resold to hedge funds, mutual funds, other institutions and
proprietary trading desks. In recent years, there has been a seemingly
insatiable demand for higher yielding buyout debt from these investors where
confidence has been buoyed by record low default rates.
Credit standards have also deteriorated in the wake of this boom. Interest
coverage ratios (EBITDA-to-interest expense) on average declined from 2.6x
in 2004 to a 6-year low in 2006 of 1.9x. According to Standard & Poor’s, this
27% decline in the averages masks an even more significant deterioration in
coverage ratios in the larger deals. In 2006, 41% of all large LBOs had pro
forma debt to EBITDA multiples of 6x or better, and 23% had an initial
coverage ratio of less than 1.5x interest. Loan covenants, which afford
protections to the lending institutions, have also come under pressure as banks
compete for deals. So called “covenant lite” loans are on the rise. New
financing techniques have emerged such as PIK (Pay-In-Kind) toggle loans,
which allow private equity sponsors to defer interest payments on their debt if
a deal gets into trouble. This has allowed the banks to bid for private equity
business at even higher levels of debt-to-EBITDA, and with even lower
coverage ratios. It is apparently not uncommon in these types of loans to find
coverage ratios of 1.1x to 1.4x interest. In addition, banks have been willing
to lend against an increasing number of adjustments or “add backs” to
EBITDA, which again allows for larger and larger loan commitments. These
add backs are often the result of anticipated operating improvements,
operating expense adjustments and other cost-saving measures. The following
excerpt from the January 12, 2007 issue of Grant’s Interest Rate Observer is
illustrative:
When a proposed corporate acquisition or merger is not quite presentable
on the face of the numbers, Wall Street just finds better numbers.
Frequently, this discovery takes the form of “adjustments” to earnings
before interest, taxes, depreciation and amortization. Even when
conventionally calculated, EBITDA has no standing in generally accepted
accounting principles. Adjusted EBITDA is unholier still, though it
certainly made Wall Street a more lucrative place to work. According to
LCD (S&P’s Leveraged Commentary and Data), no fewer than 24% of
loans for the purpose of affecting a merger or acquisition came to market
last year with adjustments equal to 5% or more of trailing EBITDA. That
proportion is the highest ever, and it’s up from just 16% in 2005.
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equity. In reporting on this transaction in The Financial Times, Paul Davies
and James Politi pointed out that this additional equity allows private equity
buyers to compete for larger and larger deals outside of a “club deal”
environment. They also cautioned, “If the deal goes well, the equity will be
sold on in the market. Only if it goes badly will the banks be left holding it
and, say bankers, the fees for doing so are inadequate.” Needless to say, with
the banks’ ability to presumably lower their risk by syndicating the debt and
equity associated with these transactions, it is fair to say that they are
stumbling over themselves to accommodate the private equity funds. Credit
quality is deteriorating, and according to S&P LCD, is “unsustainably
stretched.”
This veritable flood of credit has also enabled private equity funds to pay
higher and higher prices for the companies they buy. As indicated in the
following chart, according to Standard & Poor’s, the average purchase price
paid by private equity sponsors for deals with EBITDA greater than $50
million has increased from 6.1x EBITDA in 2001 to more than 8.9x EBITDA
in 2006. We found similar price escalation in the deals we examined as a firm
over the last several years. One of our analysts, Jay Hill, examined over 40
transactions since 2004, and found that on average, across many industry
groups, acquirers paid roughly 9.4x EBITDA over this period. Remember
these are averages. It is not uncommon to see deals closing at higher
multiples. Most transactions today occur in an auction environment with
sellers creating maximum tension among bidders leading to higher and higher
deal prices. This has had the collateral effect of driving the prices on
comparable publicly-traded companies higher as well. For us, it makes our
search for bargains that much more difficult.
Average Purchase Price by Private Equity Sponsors
for Deals With EBITDA of More Than $50M
Source: “Q4 2006 Leveraged Buyout Review”, Standard & Poor’s, 2007, p. 63
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As we have mentioned before, the key tenet of our investment approach
at Tweedy, Browne is to invest in companies when they are trading in the
stock market at prices which are generally at least a one-third discount from a
cautious estimate of a business’ intrinsic value. Our primary method of
estimating intrinsic value is to analyze and compare the prices paid for similar
businesses in cash merger and acquisition transactions. This examination of
comparable business acquisition transactions informs our best-guess estimate
of intrinsic value. The value of an acquisition is typically expressed as a
multiple of operating income or underlying corporate cash flow; i.e., EBIT
(Earnings Before Interest and Taxes) or EBITDA (Earnings Before Interest,
Taxes, Depreciation and Amortization). The standard today in the private
equity world for valuing a business is a multiple of EBITDA, as if depreciation
is a phantom expense. In our experience, it is quite rare to find a business that
doesn’t spend its depreciation, but the buyout world persists in using this
inflated concept of cash flow to value their targets. While we certainly pay
attention to the multiples of both EBIT and EBITDA that are paid in
comparable acquisitions, we are more comfortable in our methodology using
EBIT multiples where depreciation represents a real ongoing expense.
According to our analyst, Jay Hill, about one-half of the fairness opinions
written by investment bankers for recent transactions do not even calculate
multiples of EBIT paid for comparable businesses. Could they be missing
something important? What about earnings? As Charlie Munger, Vice
Chairman of Berkshire Hathaway, said in his book, Poor Charlie’s Almanack:
The Wit and Wisdom of Charles T. Munger, “I think that every time you see the
word EBITDA, you should substitute the words ‘bull@$#! earnings.’” In
addition, at the 2005 Berkshire Hathaway shareholders meeting, Mr. Munger
recalled that in the 1930s, acquirers were often able to borrow more than what
a business was worth and said, “I think that’s what happened in some of these
private equity deals. It’s weird.”
In the current easy-credit-fueled acquisition environment, we continue
to employ Benjamin Graham’s risk-averse framework for the analysis of stocks,
which is to think of a stock in many respects as a bond and, from that
perspective, analyze both its “margin of safety” and its yield to us as owners of
the business. For example, when we can buy shares of a company at a price
that is at least one-third less than our estimate of intrinsic value, we believe
that the discount from intrinsic value provides a “margin of safety” similar in
concept to the collateral backing for a bond. A second test of the
attractiveness of the investment from both a risk and return standpoint is the
return that we would receive from the company's earnings if we bought the
whole company free of debt – or after recouping any net cash on the
company's balance sheet – and held onto the business over the long-term.
Although bonds and equities differ in many material ways, not the least of
which is that bonds, as opposed to equities, provide a contractual right to the
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return of your principal, we, in our analytical approach, “convert” the
company into a bond and consider our yield from owning it. We think this
perspective is invaluable and avoids simply “rubber stamping” valuations based
on the most recent transactions in the market place.
Mentally converting companies into bonds allows yield comparisons to
be made across industries and versus bonds and other investments. If
acquisition comparables for a particular industry appear to be providing
acquirers with very low returns from earnings, the intrinsic value, or
"collateral,” backing up the price of a stock in that industry may be
overvalued. There may be a euphoric mania for acquisitions. Acquisition
valuations, after all, are determined by human beings and are subject to what
British economist John Maynard Keynes described as "animal spirits."
Weighing the yield from earnings that acquirers and that we, as owners, would
receive, based on our purchase price, from holding onto a business is a second
precaution, a second test of reasonableness and attractiveness. This is in
addition to the “margin of safety" that we believe is provided by an estimated
intrinsic value that is significantly in excess of the current quoted market
price. Of course, we are not always correct. However, we like an investment to
be supported by what in our best analysis are belts and suspenders.
For example, let's say that an examination of companies comparable to
Company A revealed that acquirers were typically paying about 20x EBIT for
businesses in Company A's industry. Thinking about acquisitions as bond
equivalents tells us that acquirers were paying prices that provided a 5% pre-
tax yield on investment and a 3% after-tax yield, assuming a 40% tax rate. In
our book, a 3% after-tax yield is not a very attractive return for the risk of
owning a business. Passive investors can buy investment-grade corporate
bonds that yield around 5.5% pre-tax; and higher risk, high yield bonds yield
7.5% to 11% pre-tax. Acquisitions at 20x EBIT, or a 5% yield, therefore, do
not readily appear to provide attractive rates of return in comparison to bond
yields. Acquisition valuations at 20x EBIT may be overvalued and may not be
sustainable. An acquirer who pays 20x EBIT today might not be able to sell
the business at 20x EBIT eight years from now. However, if, as investors, we
could buy all of Company A at a price that would provide a 10% after-tax
return from its earnings (i.e., a price/earnings ratio of 10x), not only would our
investment be made at a large discount to estimated acquisition value, albeit
perhaps an overvalued acquisition value, but we would also be provided with
an attractive rate of return from owning the business through the purchase of
its shares.
While it remains to be seen what the ultimate outcome of the private
equity phenomenon will be, at least to date, we believe it has been a catalyst
for an increasing amount of merger and acquisition activity which has fueled
some of the stock markets’ strong returns and benefited our shareholders. For
example, SIG Holding, a Swiss aseptic packaging company in which the
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Global Value Fund has owned shares for a number of years, has for some time
been the subject of two all-cash buyout offers. We recently sold our position
to the prevailing bidder, receiving well over 2.5x our original cost. Back in
October of last year, the private equity firm, KKR, together with Goldman
Sachs, paid 16x EBIT for the forklift division of Linde, a German industrial gas
company in which the Global Value Fund has invested. It might surprise you
to know that when we first established our position in Linde a few years back,
we valued that same forklift division at roughly 7x EBIT, which represents,
from our point of view, a more normalized valuation for a reasonably well-run
industrial company. Imperial Tobacco of the UK recently made a bid to buy
Altadis, the Spanish tobacco company in which the Global Value Fund has a
position. While the stock has appreciated significantly since the bid was first
made, we are hopeful for a higher bid more in line with what Japan Tobacco
paid for Gallaher Group, another UK tobacco company that was recently
acquired. We also have a possible deal pending between two companies
owned by our Funds. As we write this letter, Barclays, the large UK bank, has
just announced that it has agreed to buy ABN AMRO, the Netherlands’
largest bank and the largest holding in the Tweedy, Browne Global Value
Fund, for 67 billion Euros, or $91 billion U.S. dollars. The stock prices of both
companies are up, at least in part, in anticipation of a deal closing.
There have been numerous instances where buyout activity in a
particular industry group has led to significant advances in the stock prices of
comparable companies. Though the possibility of a deal had nothing to do
with the Global Value Fund’s investment decision to purchase shares of
Fraport, the Frankfurt airport operator, the share price moved up rapidly after
a number of airport acquisitions occurred at high multiples. We liked it
because it was intrinsically cheap. Similarly, the Value Fund’s shares in
Unifirst, the U.S.-based uniform rental company appreciated significantly
after Aramark, a direct competitor, was acquired in a management-led
leveraged buyout. The same value-oriented characteristics that draw us to our
portfolio companies are also of interest to the private equity acquirer, so it’s not
unusual for our stocks to be the targets of buyout groups. While we have
enjoyed the positive impact this buyout boom has had on some of our Funds’
portfolio companies, and the stock market as a whole, it has made bargain
hunting for new undervalued stocks much more difficult.9
We have no idea whether we are mid-cycle in this private equity boom,
or whether the current problems in the sub-prime mortgage market are a
harbinger that a turn in the credit cycle is upon us. So far, default rates on
corporate debt are at record lows and interest rates remain relatively benign,
but with credit standards rapidly deteriorating, and asset values rapidly
escalating, the expected return-to-risk ratios have rarely been lower. Even one
of the buyout community’s own, Steven Rattner, co-founder of Quadrangle
Group LLC, feels that “… the world isn’t pricing risk appropriately. … Spreads
15
are the narrowest they’ve ever been. Investors are simply not being paid for
the risks they’re taking: some of these deals will go bad.” (Evans, Edward,
“Quadrangle’s Rattner Warns Debt Investors on Risks.” Bloomberg, January 25,
2007.) It is at times like these that investors should dust off their copy of Ben
Graham’s, The Intelligent Investor, and reread Chapter 20, entitled, “Margin of
Safety” as the Central Concept of Investment.
In summary, the past year was a terrific one. The bull market in global
equities was extended for a fourth straight year despite brief comeuppances in
May and February. The bull was spurred on, at least in part, by what can only
be described as a rather frenetic pace of merger and acquisition activity in
global equity markets. This has led to an escalation in asset valuations and
credit that may be unsustainable. While cash reserves have declined
somewhat over the last year, we still have some dry powder should the markets
present us with opportunities.
In the meantime, the inexorable search for undervalued securities goes on
at Tweedy, Browne. Our investment team, consisting of our five Managing
Directors, Chris Browne, Will Browne, John Spears, Tom Shrager and Bob
Wyckoff, are very fortunate to be joined in this effort by an extraordinarily
talented group of equity analysts including David Browne, Frank Hawrylak,
Jay Hill, Laura Jereski and Elliott Larner in New York, and Olivier Berlage and
Roger de Bree in London. As you can appreciate, on some days the hunt for
bargains can be a bit frustrating, but our shareholders can rest assured that our
twelve person investment team continues to grind away in an environment
marked by collective effort, collegiality and a passion for value.
Thank you for your continued confidence.
Christopher H. Browne
William H. Browne
John D. Spears
Thomas H. Shrager
Robert Q. Wyckoff, Jr.
Managing Directors
16
Notes:
(1) Indexes are unmanaged, and the figures for the indexes shown include
reinvestment of dividends and capital gains distributions and do not
reflect any fees or expenses. Investors cannot invest directly in an index.
We strongly recommend that these factors be considered before an
investment decision is made.
(2) MSCI EAFE US$ is an unmanaged capitalization-weighted index of
companies representing the stock markets of Europe, Australasia and
the Far East. MSCI EAFE Hedged consists of the results of the MSCI
EAFE Index hedged 100% back into US dollars and accounts for
interest rate differentials in forward currency exchange rates. Results for
both indexes are inclusive of dividends and net of foreign withholding
taxes.
(3) Inception dates for the Global Value Fund and the Value Fund were
June 15, 1993 and December 8, 1993, respectively. Information with
respect to MSCI EAFE indexes used is available at month end only;
therefore the closest month end to the Global Value Fund’s inception
date, May 31, 1993, was used.
(4) S&P 500 is an unmanaged capitalization-weighted index composed of
500 widely held common stocks listed on the New York Stock
Exchange, American Stock Exchange and over-the-counter market and
includes the reinvestment of dividends.
(5) NASDAQ Composite Index is an unmanaged capitalization-weighted
index composed of all NASDAQ domestic and non-US based common
stocks listed on the NASDAQ Stock Market.
(6) The Dow Jones Industrial Average is a price-weighted average of 30 blue
chip stocks that are generally considered the leaders in their industry
and includes the reinvestment of dividends.
(7) Returns shown are for a specific time period where the Funds
outperformed their relevant indexes. While the Funds outperformed the
relevant indexes for the period shown, there have been previous periods
when the Funds underperformed these indices. Since past performance
is not indicative of future results, there can be no guarantee that the
Funds will outperform their relevant indexes in the future. Please refer
to pages 2 and 3 of the letter for the Funds’ standardized performance
results.
(8) Although hedging against currency exchange rate changes reduces the
risk of loss from exchange rate movements, it also reduces the ability of
the Funds to gain from favorable exchange rate movements when the
U.S. dollar declines against the currencies in which the Funds’
17
investments are denominated and in some interest rate environments
may impose out-of-pocket costs on the Funds.
(9) As of March 31, 2007, Tweedy, Browne Global Value Fund and Tweedy,
Browne Value Fund had invested the following percentages of its net
assets, respectively, in the following portfolio holdings: SIG Holding
(0.0%, 0.0%); Linde (0.5%, 0.0%); Altadis (1.7%, 0.0%); Barclays
(1.8%, 0.0%); ABN AMRO (4.7%, 3.2%); Fraport (0.1%, 0.0%); and
Unifirst (0.0%, 1.9%).
Investing in foreign securities involves additional risks beyond the risks of
investing in US securities markets. These risks include currency fluctuations;
political uncertainty; different accounting and financial standards; different
regulatory environments; and different market and economic factors in
various non-U.S. countries. In addition, the securities of small, less well-
known companies may be more volatile than those of larger companies.
Investors should refer to the Funds’ prospectus for a description of risk factors
associated with investments in securities held by the Funds.
This letter contains opinions and statements on investment techniques,
economics, market conditions and other matters. Of course there is no
guarantee that these opinions and statements will prove to be correct, and
some of them are inherently speculative. None of them should be relied upon
as statements of fact.
Tweedy, Browne Value Fund and Tweedy, Browne Global Value Fund are
distributed by Tweedy, Browne Company LLC.
This material must be preceded or accompanied by a prospectus for Tweedy,
Browne Fund Inc.
REFERENCES
1. David F. Swensen, Unconventional Success-A Fundamental Approach to
Personal Investment (Free Press, 2005)
2. “LCD Leverage Lending Review”, Standard & Poor’s, Q4 2006
3. “Q4 2006 Leveraged Buyout Review”, Standard & Poor’s, 2007
4. Grant’s Interest Rate Observer, Vol. 25, No. 4, February 23, 2007
5. Charles T. Munger, Poor Charlie’s Almanack: The Wit and Wisdom of Charles T.
Munger (The Donning Company Publishers, Jan. 2005)
6. Evans, Edward, “Quadrangle’s Rattner Warns Debt Investors on Risks.”
Bloomberg, January 25, 2007.
7. UBS/Thomson Financial, “Barbarians at the Gate Again”, UBS Investment
Research, February 12, 2007
8. Davies, Paul J. & Politi, James, “Bridge Equity Causes Sleepless Nights.” The
Financial Times, April 24, 2007
18
TWEEDY, BROWNE FUND INC.
ANNUAL REPORT
March 31, 2007
19
TWEEDY, BROWNE FUND INC.
To Our Shareholders:
We are pleased to present the Annual Report to Shareholders for the
Tweedy, Browne Global Value Fund and the Tweedy, Browne Value Fund for
the year ended March 31, 2007. Investment results* for the past six months
and the last one, three, five and ten years, and results since inception of each
Fund are presented in the tables below:
* The preceding performance data represents past performance and is not a guarantee
of future results. Total return and principal value of an investment will fluctuate so
that an investor’s shares, when redeemed, may be worth more or less than their
original cost. The returns shown do not reflect the deduction of taxes that a
shareholder would pay on Fund distributions or the redemption of Fund shares.
Current performance may be lower or higher than the performance data shown.
Please visit www.tweedy.com to obtain performance data, which is current to the
most recent month end. See page 25 for footnotes 1 through 4, which describe the
indices and inception dates of the Funds. Results are annualized for all periods
greater than one year.
20
† The Funds do not impose any front-end or deferred sales charge. However, the
Global Value Fund imposes a 2% redemption fee on redemption proceeds for
redemptions or exchanges made within 60 days of purchase.
So how did the markets do over the last year, and more importantly, how
did our Funds perform? With the exception of the NASDAQ Composite
Index5, most broad market indices began to rise in June, resulting in a sort of
stealth bull market until February of this year when global equity markets faced
another brief comeuppance when the Chinese government expressed concern
over increasing speculation in their equity market. After several weeks of
choppy trading in February and early March, which saw many markets correct
by as much as 5% or more, the markets regained their footing to end the March
quarter at or above where they started off the new calendar year. Again, with
the exception of the NASDAQ Composite Index, broader global indices over
the last year produced results ranging from the low ‘teens (the S&P 500 was up
11.83%) to a little over 20% (MSCI EAFE in U.S. dollars (Unhedged) was up
20.20%). The relative weakness of the U.S. dollar enhanced the results of the
MSCI EAFE Index in U.S. dollars. However, the return for the MSCI EAFE
Index (Hedged to U.S. dollars) was still a more than acceptable 13.73%. And
most of these gains were achieved in the second half of the year. At the end of
September, the S&P 500 was up just a little over 4%, and the MSCI EAFE
Index in U.S. dollars was up 4.65%, while the MSCI EAFE Index Hedged was
up only 1.75%. In comparison, the Tweedy, Browne Global Value Fund was up
2.70% for the first six months ending September 30, 2006, and closed the fiscal
year up 16.01%. The Tweedy, Browne Value Fund was up 5.36% for the first
six months ending September 30, 2006, and finished the fiscal year up 10.76%.
For the last several years, it seems that the world has been awash in a sea
of liquidity caused at least in part by an abundance of low cost credit. This
unprecedented level of free-flowing cash has stimulated demand for virtually all
financial asset classes – from traditional equities to emerging market debt to
hedge funds and private equity. The result has been an across the board rise in
financial asset prices and valuations, and an extraordinary decline in equity
market volatility. The advance in public equity markets has been driven by
exceptional returns in smaller and medium capitalization issues, and has been
most pronounced in non-U.S. equity markets, particularly the emerging
markets, although a significant portion of the non-U.S. equity markets’ gain
was attributable to the strength of foreign currencies against the U.S. dollar.
For example, the MSCI World Small Cap Index, which is an unmanaged
capitalization-weighted index of companies that attempts to represent the
business activities of small cap companies across developed markets, was up
over 189% cumulatively in U.S. dollars over the last four years, for a compound
annualized return of over 30%. The MSCI “BRIC” Index, which is a
21
composite index of equities in Brazil, Russia, India and China, was up
approximately 409% cumulatively over the same period when measured in
U.S. dollars, or roughly 50% annualized. While the returns for the S&P 500
and the MSCI EAFE Index (in U.S. dollars) were not as robust, they still
compounded at annualized rates of return of approximately 16% and 28%,
respectively.
While our Funds have participated strongly in this aggressive advance, our
relative results are significantly better if you include the down markets which
occurred early on in this equity market cycle; i.e., 2000, 2001 and 2002. The
Tweedy, Browne Global Value Fund has compounded at a little over 24% per
year net of fees over the last four fiscal years ending March 31, 2007, beating
the MSCI EAFE Index Hedged to U.S. dollars by a modest 2 basis points per
year. [Please refer to the Funds’ standardized performance set forth in the tables
on page 20 at the beginning of this report.] However, if one takes into
consideration the full market cycle, which extends back to the bursting of the
technology bubble in March 2000, our Global Value Fund produced a
compound annualized return of 10.08%, which was 729 basis points better than
the 2.79% return of the hedged MSCI EAFE Hedged Index, and 503 basis
points better than the 5.05% return of the MSCI EAFE Unhedged Index. In
fact, our Global Value Fund has outperformed our benchmark index in six out
of the last seven calendar years.6 While the period since March 2000 has
indeed been a good one for both of our Funds, we would caution our
shareholders that there have been, and there certainly again will be, times
when our Funds underperform their respective benchmarks.
The same analysis holds true for our Value Fund, even though its results
have not been as robust as the results for our Global Value Fund. That is not
surprising, given that U.S. equity market results have not been nearly as strong
as international markets over the last four years. The Tweedy, Browne Value
Fund has compounded at an annualized rate of 13.12% over the last four fiscal
years. However, if the down markets are included, which occurred in the early
part of the cycle, a different story unfolds. Since the bursting of the technology
bubble in March 2000, the Value Fund has compounded at approximately
6.49% per year versus a compound return of 0.89% for the S&P 500, or 560
basis points better than the Index.6
While it would be nice to beat the benchmark indices every year, that may
be an illusory goal given that specific market sectors can produce the largest
part of the gain in any given year. Keeping up with the broader indices in the
good years is not so bad. We believe that out-performance in the bad years is
what often results in superior long-term performance. It has been in difficult
market periods that we have generally produced our best relative results.
22
In our view, perhaps of greater importance, these results have been
achieved while accepting a modest and manageable level of risk. Finding
attractively priced securities over the last several years has been more difficult,
and as we sold stocks that were hitting our targets, deeply undervalued
replacements were hard to come by. Our double digit cash reserve position
during much of this period, which led to a closing of our Funds to new
subscriptions, lowered our risk but was obviously a drag on returns. While our
cash reserves came down a bit in 2006, the market’s continued advance,
coupled with low volatility, has made bargain hunting a rather arduous process.
In contrast to some of our competitors on the international side, who may
have loaded their portfolios with emerging market stocks, we have had very
modest exposure to these securities. To date, both of our Funds have had less
than 10% of their assets invested in the emerging markets, and these
investments have been in the more developed of those markets such as South
Korea, Croatia and Mexico. Moreover, in our view, South Korea may be
miscategorized as a developing market given its highly industrialized economy
and high standard of living. We have not invested directly in stocks in Brazil,
Russia, India or China although we have researched several companies in Brazil
and India. Even though we chose not to invest in those particular companies,
we are continuing to research other companies in both of those countries. As
we have said in the past, in order to invest, we need a stable political
environment, a legal system and regulatory structure that will allow us to
enforce our property rights if need be, reliable financial data and reporting
regimes so that we can adequately appraise businesses, the availability of
undervalued equities, and a forward currency market. If we have all of that, we
will not hesitate to commit capital. This effectively keeps us out of the dicier
and more speculative emerging markets, but allows us to participate in those
that are more developed.
In looking back over the past year, if we had been more fully invested, had
greater exposure to smaller cap stocks and the emerging markets, and had been
exposed to the gyrations of foreign currencies,7 we would have had better
returns, but we believe that we would have also dramatically increased the risk
of our Funds’ portfolios. As financial stewards of your capital, we will only
commit your capital – and ours – when we believe we are being adequately
compensated for the risks we are incurring. In those asset categories, we felt we
were not being adequately compensated.
In summary, the past year was a terrific one. The bull market in global
equities was extended for a fourth straight year despite brief comeuppances in
May and February. The bull was spurred on, at least in part, by what can only
be described as a rather frenetic pace of merger and acquisition activity in
global equity markets. This has led to an escalation in asset valuations and
23
credit that may be unsustainable. While cash reserves have declined somewhat
over the last year, we still have some dry powder should the markets present us
with opportunities.
In the meantime, the inexorable search for undervalued securities goes on
at Tweedy, Browne. Our investment team, consisting of our five Managing
Directors, Chris Browne, Will Browne, John Spears, Tom Shrager and Bob
Wyckoff, are very fortunate to be joined in this effort by an extraordinarily
talented group of equity analysts including David Browne, Frank Hawrylak, Jay
Hill, Laura Jereski and Elliott Larner in New York, and Olivier Berlage and
Roger de Bree in London. As you can appreciate, on some days the hunt for
bargains can be a bit frustrating, but our shareholders can rest assured that our
twelve person investment team continues to grind away in an environment
marked by collective effort, collegiality and a passion for value.
Thank you for your continued confidence.
Christopher H. Browne
William H. Browne
John D. Spears
Thomas H. Shrager
Robert Q. Wyckoff, Jr.
Managing Directors
24
Notes:
(1) Indexes are unmanaged, and the figures for the indexes shown include
reinvestment of dividends and capital gains distributions and do not
reflect any fees or expenses. Investors cannot invest directly in an index.
We strongly recommend that these factors be considered before an
investment decision is made.
(2) MSCI EAFE Index is an unmanaged capitalization-weighted index of
companies representing the stock markets of Europe, Australasia and the
Far East. MSCI EAFE Hedged consists of the results of the MSCI EAFE
Index hedged 100% back into US dollars and accounts for interest rate
differentials in forward currency exchange rates. Results for both indexes
are inclusive of dividends and net of foreign withholding taxes.
(3) Inception dates for the Global Value Fund and the Value Fund were June
15, 1993 and December 8, 1993, respectively. Information with respect
to MSCI EAFE indexes used is available at month end only; therefore
the closest month end to the Global Value Fund’s inception date, May
31, 1993, was used.
(4) S&P 500 is an unmanaged capitalization-weighted index composed of
500 widely held common stocks listed on the New York Stock Exchange,
American Stock Exchange and over-the-counter market and includes
the reinvestment of dividends.
(5) NASDAQ Composite Index is an unmanaged capitalization-weighted
index composed of all NASDAQ domestic and non-US based common
stocks listed on the NASDAQ Stock Market.
(6) Returns shown are for a specific time period where the Funds
outperformed their relevant indexes. While the Funds outperformed the
relevant indexes for the period shown, there have been previous periods
when the Funds underperformed these indices. Since past performance is
not indicative of future results, there can be no guarantee that the Funds
will outperform their relevant indexes in the future. Please refer to page
20 of the report for the Funds’ standardized performance results.
(7) Although hedging against currency exchange rate changes reduces the
risk of loss from exchange rate movements, it also reduces the ability of
the Funds to gain from favorable exchange rate movements when the
U.S. dollar declines against the currencies in which the Funds’
investments are denominated and in some interest rate environments
may impose out-of-pocket costs on the Funds.
25
Investing in foreign securities involves additional risks beyond the risks of
investing in US securities markets. These risks include currency fluctuations;
political uncertainty; different accounting and financial standards; different
regulatory environments; and different market and economic factors in various
non-U.S. countries. In addition, the securities of small, less well-known
companies may be more volatile than those of larger companies. Investors
should refer to the Funds’ prospectus for a description of risk factors associated
with investments in securities held by the Funds.
Tweedy, Browne Value Fund and Tweedy, Browne Global Value Fund are
distributed by Tweedy, Browne Company LLC.
This material must be preceded or accompanied by a prospectus for Tweedy,
Browne Fund Inc.
26
This page left blank intentionally.
TWEEDY, BROWNE GLOBAL VALUE FUND
Expense Information
A shareholder of the Fund incurs two types of costs: (1) transaction costs
and (2) ongoing costs, including management fees and other Fund expenses.
The Example below is intended to help a shareholder understand their
ongoing costs (in dollars) of investing in the Fund and to compare these costs
with the ongoing costs of investing in other mutual funds.
The Example is based on an investment of $1,000 invested at the
beginning of the period and held for the entire period of October 1, 2006 to
March 31, 2007.
Actual Expenses The first line of the table on the following page provides
information about actual account values and actual expenses. The
information in this line may be used with the amount a shareholder invested
to estimate the expenses that were paid by the shareholder over the period.
Simply divide the shareholder’s account value by $1,000 (for example, an
$8,600 account value divided by $1,000 = 8.6), then multiply the result by the
number in the first line under the heading entitled “Expenses Paid During
Period” to estimate the expenses paid during this period.
Hypothetical Example for Comparison Purposes The second line of the
table on the following page provides information about hypothetical account
values and hypothetical expenses based on the Fund’s actual expense ratio and
an assumed rate of return of 5% per year before expenses, which is not the
Fund’s actual return. The hypothetical account values and expenses may not
be used to estimate the actual ending account balance or expenses paid by the
shareholder of the Fund for the period. This information may be used to
compare the ongoing costs of investing in the Fund and other funds. To do so,
compare this 5% hypothetical example with the 5% hypothetical examples
that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table on the following page are
meant to highlight a shareholder’s ongoing costs only and do not reflect
redemption fees. Redemptions from the Fund, including exchange
redemptions, within 60 days of purchase are subject to a redemption fee equal
to 2% of the redemption proceeds, which will be retained by the Fund. There
are no other transactional expenses associated with the purchase and sale of
shares charged by the Fund, such as commissions, sales loads and/or
redemption fees on shares held longer than 60 days. Other mutual funds may
have such transactional charges. Therefore, the second line of the table is
28
Expense Information
useful in comparing ongoing costs only, and will not help a shareholder
determine the relative total costs of owning different funds. In addition, if
redemption fees were included, a shareholder’s costs would have been higher.
* Expenses are equal to the Fund’s annualized expense ratio of 1.37%, multiplied
by the average account value over the period, multiplied by 182 days in the most
recent fiscal half-year, divided by 365 (to reflect the one-half year period).
29
TWEEDY, BROWNE GLOBAL VALUE FUND
Portfolio Highlights
Mar 2003
Mar 1997
Mar 2001
Mar 2005
Mar 2002
Mar 2006
Mar 2007
Mar 1999
Sep 2001
Mar 2004
Sep 1994
Mar 1996
Sep 2005
Sep 2006
Mar 1998
Sep 2000
Sep 2002
Jun 1993
Mar 1994
Sep 1993
Mar 1995
Sep 2003
Sep 2004
Sep 1999
Sep 1995
Sep 1996
Sep 1997
Sep 1998
________________________________________________________________________________________________________________________________________________________________________________________________________________
MSCI EAFE Index represents the change in market capitalizations of Europe, Australasia and the Far East
(EAFE), including dividends reinvested monthly, net after foreign withholding taxes.
Index and Average information is available at month end only; therefore, the closest month end to inception
date of the Fund, May 31, 1993, has been used.
________________________________________________________________________________________________________________________________________________________________________________________________________________
Note: The performance shown represents past performance and is not a guarantee of future results. The
Fund’s share price and investment return will vary with market conditions, and the principal value
of shares, when redeemed, may be more or less than original cost.
* Assumes the reinvestment of all dividends and distributions and is net of foreign withholding tax.
In accordance with rules and guidelines set out by the United States (US)
Securities and Exchange Commission, we have provided a comparison of the
historical investment results of Tweedy, Browne Global Value Fund to the
historical investment results of the most appropriate broad-based securities
indices, the Morgan Stanley Capital International (MSCI) Europe,
Australasia and the Far East (EAFE) Index in US dollars and hedged into US
dollars. However, the historical results of the MSCI EAFE indices in large
measure represent the investment results of stocks that we do not own. Any
portfolio which does not own exactly the same stocks in exactly the same
proportions as the index to which the particular portfolio is being compared is
not likely to have the same results as the index. The investment behavior of a
diversified portfolio of undervalued stocks tends to be correlated to the
investment behavior of a broad index; i.e., when the index is up, probably
more than one-half of the stocks in the entire universe of public companies in
all the countries that are included in the same index will be up, albeit, in
greater or lesser percentages than the index. Similarly, when the index
declines, probably more than one-half of the stocks in the entire universe of
public companies in all the countries that are included in the index will be
down in greater or lesser percentages than the index. But it is almost a
mathematical truth that “different stocks equal different results.”
We believe that favorable or unfavorable historical investment results in
comparison to an index are not necessarily predictive of future comparative
investment results. In Are Short-Term Performance and Value Investing Mutually
Exclusive?, Eugene Shahan analyzed the investment performance of seven
money managers, about whom Warren Buffett wrote in his article, The Super-
investors of Graham and Doddsville. Over long periods of time, the seven
managers significantly outperformed the market as measured by the Dow
Jones Industrial Average (the “DJIA”) or the Standard & Poor’s 500 Stock
Index (the “S&P 500”) by between 7.7% and 16.5% annually. (The goal of
most institutional money managers is to outperform the market by 2% to
3%.) However, for periods ranging from 13 years to 28 years, this group of
managers underperformed the market between 7.7% and 42% of the years.
Six of the seven investment managers underperformed the market between
28% and 42% of the years. In today’s environment, they would have lost many
Market
Value
Shares
——
———— (Note
———
— ——2)
—
COMMON STOCKS—91.5%
Belgium—2.5%
1,646,311 KBC Groep NV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 204,049,382
———
———— —————
Canada—1.2%
100,000 Melcor Developments Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,192,173
1,830,660 National Bank of Canada, Toronto . . . . . . . . . . . . . . . . . . . . . . . 99,145,873
—
—————— —————
101,338,046
—
—————— —————
Czech Republic—0.0%††
2,800 Philip Morris CR a.s. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,282,040
—
———
——— —————
Denmark—0.9%
19,501,939 Group 4 Securicor PLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76,299,211
—
———
——— —————
Finland—5.3%
2,435,000 Cargotec Corporation, B Share . . . . . . . . . . . . . . . . . . . . . . . . . . 146,541,472
1,000,000 Huhtamaki Oyj . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,492,951
4,870,000 Kone Oyj, Class B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 277,265,152
—
—————— —————
440,299,575
—
—————— —————
France—6.2%
433,783 BNP Paribas SA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45,149,279
2,494,219 CNP Assurances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 289,453,313
170,000 Nexans SA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22,403,259
1,000 NSC Groupe . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 110,485
1,825,000 Sanofi-Aventis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 158,150,633
—
—————— —————
515,266,969
—
—————— —————
Germany—4.8%
64,173 Boewe Systec AG . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,988,442
59,925 Fraport AG . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,361,779
42,354 KSB AG † . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22,241,727
352,312 Linde AG . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37,823,254
449,482 Merck KGaA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57,750,626
1,560,342 Springer (Axel) Verlag AG . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 272,550,453
—
—————— —————
398,716,281
—
—————— —————
Hong Kong—2.4%
13,986,234 Jardine Strategic Holdings Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . 179,023,795
42,847,281 SCMP Group Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,462,691
892,500 Swire Pacific Ltd., Class B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,909,665
—
—————— —————
196,396,151
—
—————— —————
Ireland—0.3%
5,089,055 Independent News & Media PLC . . . . . . . . . . . . . . . . . . . . . . . . 23,032,609
1,111,317 Unidare PLC † . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 310,660
—
———
——— —————
23,343,269
—
———
——— —————
Portfolio of Investments
March 31, 2007
Market
Value
Shares
——
———— (Note
———
— ——2)
—
COMMON STOCKS
Italy—4.1%
348,709 Banco Popolare di Verona e Novara . . . . . . . . . . . . . . . . . . . . . . $ 10,792,279
937,215 Maffei SPA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,748,960
15,720,000 Mediaset SPA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 170,439,679
12,147,709 Mondadori (Arnoldo) Editore SPA . . . . . . . . . . . . . . . . . . . . . . . 126,452,730
2,598,000 Natuzzi SPA, Sponsored ADR † . . . . . . . . . . . . . . . . . . . . . . . . . . 21,225,660
1,005,000 Sol SPA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,929,835
805,250 Vincenzo Zucchi SPA † . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,019,658
—
—————— —————
343,608,801
—
—————— —————
Japan—3.7%
462,100 Chofu Seisakusho Company Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . 9,881,876
967 Coca-Cola Central Japan Company Ltd. . . . . . . . . . . . . . . . . . . . 7,493,585
455,000 Daiwa Industries Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,148,296
5,251,000 Fujitec Company Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35,933,161
596,700 Fukuda Denshi Company Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,972,306
1,203,000 Hi-Lex Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19,663,688
22,100 Hurxley Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 351,129
319,000 Inaba Seisakusho Company Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . 4,998,094
321,000 Katsuragawa Electric Company Ltd. . . . . . . . . . . . . . . . . . . . . . . . 3,449,917
1,461,000 Kawasumi Laboratories Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,661,444
1,849,500 Kuroda Electric Company Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . 24,263,184
69,100 Mandom Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,726,403
477,000 Matsumoto Yushi-Seiyaku Company Ltd. . . . . . . . . . . . . . . . . . . 11,372,052
21,670 Medikit Company Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,826,771
146,900 Meito Sangyo Company Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,967,237
36,240 Milbon Company Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,123,340
307,100 Mirai Industry Company Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,262,858
55,000 Nankai Plywood Company Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . 351,218
40,000 Nippon Antenna Company Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . 321,829
162,780 Nippon Kanzai Company Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,425,355
1,253,000 Nippon Konpo Unyu Soko Company Ltd. . . . . . . . . . . . . . . . . . 17,509,634
462,100 Nissha Printing Company Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,210,476
721,500 Nitto FC Company Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,173,487
451,000 Sangetsu Company Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,713,995
1,483,200 Sanyo Shinpan Finance Company Ltd. . . . . . . . . . . . . . . . . . . . . 37,621,715
760,600 Shikoku Coca-Cola Bottling Company Ltd. . . . . . . . . . . . . . . . . 8,670,486
289,300 Shingakukai Company Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,781,250
204,000 SK Kaken Company Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,219,776
612,000 Sonton Food Industry Company Ltd. . . . . . . . . . . . . . . . . . . . . . . 6,059,098
528,500 T. Hasegawa Company Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,687,855
405,400 Takefuji Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,240,034
169,100 Tenma Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,064,781
671,800 Torishima Pump Manufacturing Company Ltd. . . . . . . . . . . . . . . 6,338,219
—
—————— —————
309,484,549
—
—————— —————
Market
Value
Shares
——
———— (Note
———
— ——2)
—
COMMON STOCKS
Mexico—2.4%
1,921,351 Coca-Cola Femsa SA de CV, Sponsored ADR . . . . . . . . . . . . . . $ 69,399,198
14,623,380 Embotelladoras Arca SA de CV . . . . . . . . . . . . . . . . . . . . . . . . . . 54,355,441
157,327 Grupo Aeroportuario del Sureste SA de CV, ADR . . . . . . . . . . . 7,428,981
30,132,400 Grupo Continental SA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65,127,469
—
—————— —————
196,311,089
—
—————— —————
Netherlands—17.4%
9,213,832 ABN AMRO Holding NV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 395,178,131
1,980,990 Akzo Nobel NV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 149,913,184
23,620 Crown Van Gelder Gemeenschappelijk Bezit NV . . . . . . . . . . . . 587,961
5,477,810 Heineken Holding NV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 241,649,859
2,890,000 Heineken NV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 150,649,468
394,612 Imtech NV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28,286,751
1,409,414 Koninklijke Grolsch NV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56,265,492
91,000 Randstad Holding NV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,033,079
594,968 Stork NV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30,412,485
4,810,555 Telegraaf Media Groep NV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 164,571,787
100,000 TKH Group NV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,271,461
3,612,751 Unilever NV, CVA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 104,838,694
4,498,159 Wegener NV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 92,390,604
712,500 Wolters Kluwer NV, CVA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21,302,065
—
— ————— —————
1,452,351,021
—
— ————— —————
Norway—1.2%
2,302,000 Schibsted ASA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101,069,118
—
—————— —————
Singapore—3.4%
33,542,550 Fraser and Neave Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 112,662,674
6,066,106 Jardine Cycle & Carriage Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . 47,541,268
1,000,000 Robinson & Company Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,358,799
11,465,650 Singapore Press Holdings Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . 33,225,013
6,292,000 United Overseas Bank Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 87,020,548
—
—————— —————
283,808,302
—
—————— —————
South Korea—3.9%
8,615 Asia Cement Company, Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 457,952
23,260 Daehan City Gas Company Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . 613,277
93,346 Dong Ah Tire & Rubber Company Ltd. . . . . . . . . . . . . . . . . . . . 541,855
280,921 Hanil Cement Company Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,057,699
1,706,610 Korea Electric Power Corporation . . . . . . . . . . . . . . . . . . . . . . . . 68,130,136
23,200 Sam Young Electronics Company, Ltd. . . . . . . . . . . . . . . . . . . . . 198,554
36,890 Samchully Company Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,373,092
886,070 Samsung SDI Company, Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56,615,785
241,172 SK Telecom Company, Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49,101,040
Portfolio of Investments
March 31, 2007
Market
Value
Shares
——
———— (Note
———
— ——2)
—
COMMON STOCKS
South Korea—(Continued)
3,479,352 SK Telecom Company, Ltd., ADR . . . . . . . . . . . . . . . . . . . . . . . . $ 81,486,424
294,325 Tae Young Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,148,894
3,196,233 Youngone Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,871,462
—
—————— —————
322,596,170
—
—————— —————
Spain—1.7%
2,277,000 Altadis SA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 145,701,570
—
—————— —————
Sweden—0.0%††
33,000 Cloetta Fazer AB, B Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,214,671
—
———
——— —————
Switzerland—13.3%
45,065 AFG Arbonia-Foster Holding AG, Bearer . . . . . . . . . . . . . . . . . . 22,886,878
2,021,000 Compagnie Financiere Richemont AG . . . . . . . . . . . . . . . . . . . . 112,489,310
5,702 Daetwyler Holding AG, Bearer . . . . . . . . . . . . . . . . . . . . . . . . . . 33,839,278
92,315 Edipresse SA, Bearer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45,144,213
125,635 Forbo Holding AG . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55,366,669
2,266 Gurit Holding AG, Bearer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,264,515
29,327 Loeb Holding AG . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,387,002
186,990 Medisize Holding AG . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,570,867
875,160 Nestle SA, Registered . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 339,260,706
8 Neue Zuercher Zeitung † . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 495,468
2,368,760 Novartis AG, Registered . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 135,241,294
45,425 Phoenix Mecano AG . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21,581,340
179,979 PubliGroupe SA, Registered . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66,415,907
186,423 Siegfried Holding AG . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27,273,221
51,172 Sika AG, Bearer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86,558,142
367,980 Syngenta AG . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70,081,381
473,990 Tamedia AG . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64,063,196
—
— ————— —————
1,103,919,387
—
— ————— —————
United Kingdom—11.3%
3,249,131 AGA Foodservice Group PLC . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,347,489
10,535,724 Barclays PLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 148,990,022
7,123,125 BBA Group PLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39,258,565
3,979,658 Carclo PLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,547,073
11,378,577 Clinton Cards PLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,669,467
8,225,426 Diageo PLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 166,089,541
3,675,000 Ennstone PLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,387,761
960,125 GlaxoSmithKline PLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26,307,630
593,139 GlaxoSmithKline PLC, Sponsored ADR . . . . . . . . . . . . . . . . . . . 32,776,861
923,006 Headlam Group PLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,807,777
4,844,570 HSBC Holdings PLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84,519,851
15,137,000 Lloyds TSB Group PLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 166,259,080
263,075 Partridge Fine Art PLC †. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97,366
779,500 Raven Mount PLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,430,921
Market
Value
Shares
——
———— (Note
———
— ——2)
—
COMMON STOCKS
United Kingdom—(Continued)
10,148,287 Trinity Mirror PLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 105,891,697
4,749,955 TT Electronics PLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22,312,722
2,853,000 Unilever PLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85,671,131
———
———— —————
942,364,954
———
———— —————
United States—5.5%
313,000 American Express Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,653,200
3,712,554 American International Group, Inc. . . . . . . . . . . . . . . . . . . . . . . 249,557,880
75,700 American National Insurance Company . . . . . . . . . . . . . . . . . . . 9,684,301
580,100 MBIA Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37,990,749
1,000,000 Pfizer Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,260,000
160,000 PNC Financial Services Group Inc. . . . . . . . . . . . . . . . . . . . . . . . 11,515,200
692,000 Popular Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,459,520
6,728,996 Sun-Times Media Group Inc., Class A . . . . . . . . . . . . . . . . . . . . 33,375,820
409,000 Torchmark Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26,826,310
350,000 Transatlantic Holdings Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22,792,000
210,060 Wal-Mart Stores, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,862,317
—
—————— —————
455,977,297
—
—————— —————
Miscellaneous—0.0%††
Undisclosed Securities *** . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 614,977
—
———
————————
TOTAL COMMON STOCKS
(Cost $3,818,705,113) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,616,012,830
—
— ————— —————
PREFERRED STOCKS—0.5%
153,360 Adris Grupa d.d. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,892,667
15,000 KSB AG, Vorzugsakt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,487,720
795,362 Villeroy & Boch AG . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,722,383
—
———
——— —————
TOTAL PREFERRED STOCKS
(Cost $19,079,276) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38,102,770
—
———
——— —————
Face
Value
—
— —
———
U.S. TREASURY BILLS—5.9%
$ 469,500,000 4.970% due 5/10/07 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 467,027,056
13,000,000 4.930% due 5/24/07 ††† . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,907,617
14,000,000 4.880% due 8/23/07 ††† . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,728,344
—
—————— —————
TOTAL U.S. TREASURY BILLS
(Cost $493,592,850) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 493,663,017
—
—————— —————
SEE NOTES TO FINANCIAL STATEMENTS
37
TWEEDY, BROWNE GLOBAL VALUE FUND
Portfolio of Investments
March 31, 2007
Market
Face Value
Value
—
— —
——— (Note
———
— ——2)
—
REPURCHASE AGREEMENTS—3.0%
$ 51,766,000 Agreement with UBS Warburg LLC, 5.100% dated 3/30/07,
to be repurchased at $51,788,001 on 4/2/07, collateralized
by $51,766,000 U.S. Treasury Bonds, 8.125% due 8/15/19
(market value $52,801,369) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 51,766,000
100,000,000 Agreement with Bank of America Corp., 5.100% dated 3/30/07,
to be repurchased at $100,042,500 on 4/2/07, collateralized
by $100,000,813 U.S. Treasury Bonds, 4.380% due 1/31/08
(market value $101,287,385) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100,000,000
100,000,000 Agreement with Barclays Bank, 5.120% dated 3/30/07,
to be repurchased at $100,042,667 on 4/2/07, collateralized
by $100,000,253 U.S. Treasury Bonds, 3.880% due 5/15/09
(market value $100,526,375) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100,000,000
—
—————— —————
TOTAL REPURCHASE AGREEMENTS
(Cost $251,766,000) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 251,766,000
—
— ————— —————
TOTAL INVESTMENTS (Cost $4,583,143,239*) . . . . . . . . . . 100.9% 8,399,544,617
UNREALIZED DEPRECIATION ON FORWARD
CONTRACTS (Net) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1.1) (90,654,619)
OTHER ASSETS AND LIABILITIES (Net) . . . . . . . . . . . . . ——0.2
——— ————14,798,687
——— —————
NET ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100.0%
————— $8,323,688,685
——————— —————
————— ——————— —————
————————————
* Aggregate cost for federal tax purposes is $4,580,798,119.
** Rate represents annualized yield at date of purchase.
*** “Undisclosed Security” represents an issuer, generally a smaller capitalization issuer, where disclosure may
be disadvantageous to the Fund’s accumulation or disposition program.
† Non-income producing security.
†† Amount represents less than 0.1% of the net assets.
††† At March 31, 2007, liquid assets totaling $26,635,961 have been designated as collateral for open
forward contracts.
Abbreviations:
ADR — American Depository Receipt
CVA — Certificaaten van aandelen (Share Certificates)
Belgium-3%
Cash Equivalents-8% Canada-1%
Denmark-1%
Finland-5%
United States-6% France-6%
Germany-5%
United Kingdom-11% Hong Kong-2%
Italy-4%
Japan-4%
Mexico-2%
Switzerland-13%
Netherlands-18%
Spain-2%
South Korea-4%
Singapore-4%
Norway-1%
Czech Republic-0%†
Croatia-0%†
Ireland-0%†
Sweden-0%†
Miscellaneous-0%†
ASSETS
Investments, at value (Cost $4,583,143,239) (Note 2)
Securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 8,147,778,617
Repurchase Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 251,766,000
_______________
Total Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,399,544,617
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 464
Foreign currency (Cost $3,568,822) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,568,337
Unrealized appreciation of forward exchange contracts (Note 2) . . . . . 36,711,434
Dividends and interest receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23,335,717
Receivable for Fund shares sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,534,318
Recoverable foreign withholding taxes . . . . . . . . . . . . . . . . . . . . . . . . . . 589,780
Receivable for investment securities sold . . . . . . . . . . . . . . . . . . . . . . . . 287,893
Prepaid expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44,044
Receivable for Fund redemption fee proceeds . . . . . . . . . . . . . . . . . . . . . 10,694
_______________
Total Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,466,627,298
_______________
LIABILITIES
Unrealized depreciation of forward exchange contracts
(Note 2). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 127,366,053
Payable for Fund shares redeemed . . . . . . . . . . . . . . . . 8,078,775
Investment advisory fee payable (Note 3) . . . . . . . . . . 5,577,354
Custodian fees payable (Note 3) . . . . . . . . . . . . . . . . . 675,217
Transfer agent fees payable (Note 3) . . . . . . . . . . . . . . 350,775
Administration and accounting fees payable (Note 3) 151,491
Accrued expenses and other payables . . . . . . . . . . . . . ____________________738,948
________________________
Total Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 142,938,613
_______________
NET ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 8,323,688,685
_______________
_______________
NET ASSETS consist of
Undistributed net investment income. . . . . . . . . . . . . . . . . . . . . . . . . . . $ 18,857,934
Accumulated net realized gain on securities, forward exchange
contracts and foreign currencies . . . . . . . . . . . . . . . . . . . . . . . . . . . . 312,661,784
Net unrealized appreciation of securities, forward exchange contracts,
foreign currencies and net other assets . . . . . . . . . . . . . . . . . . . . . . . 3,725,936,747
Par value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,760
Paid-in capital in excess of par value. . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,266,206,460
_______________
Total Net Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 8,323,688,685
_______________
_______________
NET ASSET VALUE, offering and redemption price per share
($8,323,688,685÷257,601,517 shares of common stock outstanding) . . $ 32.31
_______________
_______________
INVESTMENT INCOME
Dividends (net of foreign withholding taxes of $15,984,059) . . . . . . . . $ 174,429,937
Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55,976,510
_______________
Total Investment Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 230,406,447
_______________
EXPENSES
Investment advisory fee (Note 3) . . . . . . . . . . . . . . . . . . . . $ 99,292,752
Custodian fees (Note 3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,584,957
Administration and accounting fees (Note 3). . . . . . . . . . . 2,131,744
Transfer agent fees (Note 3). . . . . . . . . . . . . . . . . . . . . . . . . 1,576,869
Legal and audit fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 338,370
Directors’ fees and expenses (Note 3) . . . . . . . . . . . . . . . . . 241,743
Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ____________________914,855
________________________
Total Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 109,081,290
_______________
NET INVESTMENT INCOME . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 121,325,157
_______________
1. Organization
Tweedy, Browne Global Value Fund (the “Fund”) is a diversified series of
Tweedy, Browne Fund Inc. (the “Company”). The Company is an open-end
management investment company registered with the United States (US)
Securities and Exchange Commission under the Investment Company Act of
1940, as amended. The Company was organized as a Maryland corporation on
January 28, 1993. The Fund commenced operations on June 15, 1993. The
Fund seeks long-term capital growth by investing primarily in foreign
securities that Tweedy, Browne Company LLC (“Tweedy, Browne” or the
“Investment Adviser”) believes are undervalued.
2. Significant Accounting Policies
The preparation of financial statements in accordance with accounting
principles generally accepted in the United States requires management to
make estimates and assumptions that affect the reported amounts and
disclosures in the financial statements. Actual results could differ from those
estimates. The following is a summary of significant accounting policies
consistently followed by the Fund in the preparation of its financial
statements.
Portfolio Valuation Generally, the Fund’s investments are valued at
market value or at fair value as determined by, or under the direction of, the
Company’s Board of Directors. Portfolio securities and other assets, listed on a
US national securities exchange, comparable foreign securities exchange or
through any system providing for contemporaneous publication of actual
prices (and not subject to restrictions against sale by the Fund on such
exchange or system) are valued at the last sale price prior to the close of regular
trading on the principal exchange or system for such security or asset or, if
applicable, the NASDAQ Official Closing Price (“NOCP”). Portfolio
securities and other assets, which are readily marketable but for which there
are no reported sales on the valuation date, whether because they are not
traded in a system providing for same day publication of sales or because there
were no sales reported on such date, are generally valued at the mean between
the last asked price and the last bid price prior to the close of regular trading.
Securities and other assets for which current market quotations are not readily
available and those securities which are generally not readily marketable due
to significant legal or contractual restrictions, will be valued at fair value as
determined by the Investment Adviser under the direction of the Board of
Directors. Securities and other assets for which the most recent market
50
Notes to Financial Statements
quotations may not be reliable (including because the last sales price does not
reflect current market value at the time of valuing the Fund’s asset due to
developments since such last price) may be valued at fair value if the
Investment Adviser concluded that fair valuation will likely result in a more
accurate net asset valuation. Debt securities purchased with a remaining
maturity of 60 days or more are valued through pricing obtained by pricing
services approved by the Fund’s Board of Directors. Debt securities purchased
with a remaining maturity of 60 days or less are valued at amortized cost,
which approximates market value, or by reference to other factors (i.e., pricing
services or dealer quotations) by the Investment Adviser.
Repurchase Agreements The Fund engages in repurchase agreement
transactions. Under the terms of a typical repurchase agreement, the Fund
acquires an underlying debt obligation subject to an obligation of the seller to
repurchase, and the Fund to resell, the obligation at an agreed-upon price and
time, thereby determining the yield during the Fund’s holding period. This
arrangement results in a fixed rate of return that is not subject to market
fluctuations during the Fund’s holding period. The value of the collateral held
on behalf of the Fund is at all times at least equal to the total amount of the
repurchase obligations, including interest. In the event of counterparty
default, the Fund has the right to use the collateral to offset losses incurred.
There is potential loss to the Fund in the event the Fund is delayed or
prevented from exercising its rights to dispose of the collateral securities,
including the risk of a possible decline in the value of the underlying securities
during the period while the Fund seeks to assert its rights. The Fund’s
Investment Adviser reviews the value of the collateral and the
creditworthiness of those banks and dealers with which the Fund enters into
repurchase agreements to evaluate potential risks.
Foreign Currency The books and records of the Fund are maintained in
US dollars. Foreign currencies, investments and other assets and liabilities are
translated into US dollars at the exchange rates prevailing at the end of the
period, and purchases and sales of investment securities, income and expenses
are translated on the respective dates of such transactions. Unrealized gains
and losses which result from changes in foreign currency exchange rates have
been included in the unrealized appreciation (depreciation) of currencies and
net other assets. Net realized foreign currency gains and losses resulting from
changes in exchange rates include foreign currency gains and losses between
trade date and settlement date on investments, securities transactions, foreign
currency transactions and the difference between the amounts of interest and
51
TWEEDY, BROWNE GLOBAL VALUE FUND
dividends recorded on the books of the Fund and the amount actually
received. The portion of foreign currency gains and losses related to
fluctuation in the exchange rates between the initial purchase trade date and
subsequent sale trade date is included in realized gains and losses on
investment securities sold.
Forward Exchange Contracts The Fund has entered into forward
exchange contracts for non-trading purposes in order to reduce its exposure to
fluctuations in foreign currency exchange on its portfolio holdings. Forward
exchange contracts are valued at the forward rate and are marked-to-market
daily. The change in market value is recorded by the Fund as an unrealized
gain or loss. When the contract is closed, the Fund records a realized gain or
loss equal to the difference between the value of the contract at the time that
it was opened and the value of the contract at the time that it was closed.
The use of forward exchange contracts does not eliminate fluctuations in
the underlying prices of the Fund’s investment securities, but it does establish
a rate of exchange that can be achieved in the future. Although forward
exchange contracts limit the risk of loss due to a decline in the value of the
hedged currency, they also limit any potential gain that might result should
the value of the currency increase. In addition, the Fund could be exposed to
risks if the counterparties to the contracts are unable to meet the terms of their
contracts.
Securities Transactions and Investment Income Securities transactions
are recorded as of the trade date. Realized gains and losses from securities
transactions are recorded on the identified cost basis. Dividend income and
distributions to shareholders are recorded on the ex-dividend date. Large,
nonrecurring dividends recognized by the Fund are presented separately on
the Statement of Operations as “special dividends” and the impact of these
dividends to net investment income per share is presented in the financial
highlights. Interest income is recorded on the accrual basis. Dividend income
and interest income may be subject to foreign withholding taxes. The Fund’s
custodian applies for refunds on behalf of the Fund where available.
Tweedy, Browne Company LLC is reimbursed by the Fund for the cost of
settling transactions in US securities for the Fund through its clearing broker.
For the year ended March 31, 2007 the Fund reimbursed Tweedy, Browne
Company LLC $1,107 for such transaction charges.
52
Notes to Financial Statements
53
TWEEDY, BROWNE GLOBAL VALUE FUND
54
Notes to Financial Statements
Prior to January 1, 2007, the administration fee and fund accounting fee
were computed daily and payable monthly at the following annual rates of the
aggregate average daily net assets of the Fund and the Tweedy, Browne Value
Fund, allocated according to each Fund’s net assets:
Between Between
$500 Million $1 Billion
Up to and and Exceeding
$500 Million $1 Billion $4 Billion $4 Billion
Administration Fees 0.0600% 0.0400% 0.0200% 0.0150%
Between Between
$100 Million $2 Billion
Up to and and Exceeding
$100 Million $2 Billion $4 Billion $4 Billion
Accounting Fees 0.0300% 0.0100% 0.0075% 0.0060%
55
TWEEDY, BROWNE GLOBAL VALUE FUND
At March 31, 2007, the aggregate gross unrealized appreciation for all
securities in which there was an excess of value over tax cost was
$3,933,649,031 and the aggregate gross unrealized depreciation for all
securities in which there was an excess of tax cost over value was
$114,902,533.
5. Capital Stock
The Company is authorized to issue one billion shares of $0.0001 par
value capital stock, of which 600,000,000 of the unissued shares have been
designated as shares of the Fund. Redemptions from the Fund, including
exchange redemptions, within 60 days of purchase are subject to a redemption
fee equal to 2% of the redemption proceeds, which will be retained by the
Fund. Changes in shares outstanding for the Fund were as follows:
Year Ended 3/31/07 Year Ended 3/31/06
Shares Amount Shares Amount
Sold 21,616,948 $ 640,713,070 41,050,051 $ 1,056,646,129
Reinvested 6,186,427 191,284,317 3,505,493 92,545,016
Redeemed (52,475,756) (1,555,918,402) (40,780,035) (1,049,004,305)
Net Increase/
(Decrease) (24,672,381) $ (723,921,015) 3,775,509 $ 100,186,840
6. Foreign Securities
Investing in securities of foreign companies and foreign governments
involves economic and political risks and considerations not typically
associated with investing in US companies and the US Government. These
considerations include changes in exchange rates and exchange rate controls
(which may include suspension of the ability to transfer currency from a given
country), costs incurred in conversions between currencies, non-negotiable
brokerage commissions, less publicly available information, not generally
being subject to uniform standards, practices and requirements with respect to
accounting, auditing and financial reporting, lower trading volume, delayed
settlements and greater market volatility, the difficulty of enforcing
obligations in other countries, less securities regulation, different tax
provisions (including withholding on dividends paid to the Fund), war,
seizure, political and social instability and diplomatic developments.
56
Notes to Financial Statements
7. Securities Lending
The Fund may lend securities to brokers, dealers and other financial
organizations to earn additional income. Each security out on loan is
collateralized with segregated assets held with the borrower in an amount
equal to or greater than the current market value of the loaned securities. At
March 31, 2007, the Fund did not have any securities out on loan.
8. New Accounting Pronouncements
In June 2006, the Financial Accounting Standards Board (“FASB”) issued
FASB Interpretation No. 48 (“FIN 48”), “Accounting for Uncertainty in
Income Taxes.” This pronouncement provides guidance on the recognition,
measurement, classification, and disclosures related to uncertain tax positions,
along with any related interest and penalties. FIN 48 is effective on the last
business day of the semi-annual reporting period for fiscal years beginning after
December 15, 2006. At this time, management is evaluating the implications
of FIN 48 and its impact on the financial statements has not yet been
determined.
In addition, in September 2006, Statement of Financial Accounting
Standards No. 157, “Fair Value Measurements” (“SFAS 157”) was issued by
the FASB and is effective for fiscal years beginning after November 15, 2007.
SFAS 157 defines fair value, establishes a framework for measuring fair value
and expands disclosures about fair value measurements. Management is
currently evaluating the impact the adoption of SFAS 157 will have on the
Fund’s financial statement disclosures.
57
TWEEDY, BROWNE GLOBAL VALUE FUND
To the Shareholders of Tweedy, Browne Global Value Fund and the Board of
Directors of Tweedy, Browne Fund Inc.:
In our opinion, the accompanying statement of assets and liabilities,
including the portfolio of investments, and the related statements of operations
and of changes in net assets and the financial highlights present fairly, in all
material respects, the financial position of Tweedy, Browne Global Value Fund
(the “Fund”, a series of Tweedy, Browne Fund Inc.) at March 31, 2007, the
results of its operations for the year then ended, the changes in its net assets for
each of the two years in the period then ended and the financial highlights for
each of the three years in the period then ended, in conformity with accounting
principles generally accepted in the United States of America. These financial
statements and financial highlights (hereafter referred to as “financial
statements”) are the responsibility of the Fund’s management. Our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these financial statements in accordance
with the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management,
and evaluating the overall financial statement presentation. We believe that
our audits, which included confirmation of securities at March 31, 2007 by
correspondence with the custodian and brokers, provide a reasonable basis for
our opinion.
The financial statements and financial highlights of the Fund for the
periods ended on or before March 31, 2004 were audited by other independent
accountants whose report dated May 10, 2004 expressed an unqualified opinion
on those financial statements and financial highlights.
PricewaterhouseCoopers LLP
Boston, Massachusetts
May 14, 2007
58
Other Information (Unaudited)
59
TWEEDY, BROWNE GLOBAL VALUE FUND
60
Other Information (Unaudited)
Number of
Portfolios in Other
Term of Fund Trusteeships/
Office and Complex Directorships
Name, Address, Age and Length of 1 Principal Occupation(s) Overseen by Held by
Position(s) with Company Time Served During Past 5 Years Director Director
DISINTERESTED DIRECTORS
Paul F. Balser 6 years Partner, Ironwood 2 Director, Janus
Ironwood Partners, LLC Manufacturing Fund, LP Capital Group,
420 Lexington Avenue (private equity Inc. (asset
New York, NY 10170 investments), since 2003; management)
Age: 65, Director Partner, Ironwood
Partners LLC (private
equity investments),
since December 2001;
Partner, Generation
Partners (private equity
investments) from
August 1995 to
September 30, 2004.
Bruce A. Beal 13 years Partner and Chairman, 2 None
The Beal Companies The Beal Companies
177 Milk Street (real estate development
Boston, MA 02109 and investment
Age: 70, Director companies); Real estate
consultant.
John C. Hover II 4 years Executive Vice President, 2 Director,
PO Box 676 United States Trust Excelsior Private
Buckingham, PA 18912 Company of New York; Equity Fund II,
Age: 63, Director Retired since 2001. Inc.; Director,
Excelsior Venture
Partners III, LLC;
Director, Excelsior
Venture Investors
III, LLC
Richard B. Salomon 12 years Partner, Wolf, Block, 2 None
Wolf, Block, Schorr Schorr and Solis-Cohen
& Solis-Cohen LLP LLP (law firm) since
250 Park Avenue April 2005. Previously
New York, NY 10177 Partner, Salans (law firm)
Age: 59, Director since prior to 2000.
61
TWEEDY, BROWNE GLOBAL VALUE FUND
Number of
Portfolios in Other
Term of Fund Trusteeships/
Office and Complex Directorships
Name, Address, Age and Length of 1 Principal Occupation(s) Overseen by Held by
Position(s) with Company Time Served During Past 5 Years Director Director
INTERESTED DIRECTOR2
Christopher H. Browne 3 13 years Managing Director, 2 Director,
Tweedy, Browne Tweedy, Browne American
Company LLC Company LLC Atlantic
350 Park Avenue Company
New York, NY 10022
Age: 60, Chairman and
President
OFFICERS WHO ARE NOT DIRECTORS
William H. Browne3 13 years Managing Director, N/A N/A
Tweedy, Browne Tweedy, Browne
Company LLC Company LLC
350 Park Avenue
New York, NY 10022
Age: 62, Vice President
Patricia A. Rogers 2 years Chief Compliance N/A N/A
Tweedy, Browne Officer of the Funds
Company LLC since June 2004;
350 Park Avenue Associate General
New York, NY 10022 Counsel, Tweedy, Browne
Age: 40, Chief Compliance Company LLC
Officer
M. Gervase Rosenberger 13 years Executive Vice N/A N/A
Tweedy, Browne President, Tweedy,
Company LLC Browne Company LLC
350 Park Avenue since 2001; General
New York, NY 10022 Counsel and Chief
Age: 56, Chief Operating Compliance Officer,
Officer, Vice President and Tweedy, Browne
Secretary Company LLC until
2001
John D. Spears 13 years Managing Director, N/A N/A
Tweedy, Browne Tweedy, Browne
Company LLC Company LLC
350 Park Avenue
New York, NY 10022
Age: 58, Vice President
62
Other Information (Unaudited)
Number of
Portfolios in Other
Term of Fund Trusteeships/
Office and Complex Directorships
Name, Address, Age and Length of 1 Principal Occupation(s) Overseen by Held by
Position(s) with Company Time Served During Past 5 Years Director Director
Robert Q. Wyckoff, Jr. 4 years Managing Director, N/A N/A
Tweedy, Browne Tweedy, Browne
Company LLC Company LLC
350 Park Avenue
New York, NY 10022
Age: 54, Treasurer
——————
* The term “officer” means the president, vice president, secretary, treasurer, controller or
any other officer who performs a policy making function.
1 Directors and officers serve for an indefinite term until the earliest of their: (i) removal,
(ii) resignation or (iii) death.
2 “Interested person” of the Company as defined in the 1940 Act. Mr. Christopher H.
Browne is an “interested person” because of his affiliation with Tweedy, Browne
Company LLC, which acts as the Company’s investment adviser and distributor.
3 Mr. Christopher H. Browne and Mr. William H. Browne are brothers.
63
TWEEDY, BROWNE VALUE FUND
Expense Information
A shareholder of the Fund incurs two types of costs: (1) transaction costs
and (2) ongoing costs, including management fees and other Fund expenses.
The Example below is intended to help a shareholder understand their
ongoing costs (in dollars) of investing in the Fund and to compare these costs
with the ongoing costs of investing in other mutual funds.
The Example is based on an investment of $1,000 invested at the
beginning of the period and held for the entire period of October 1, 2006 to
March 31, 2007.
Actual Expenses The first line of the table on the following page provides
information about actual account values and actual expenses. The
information in this line may be used with the amount a shareholder invested
to estimate the expenses that were paid by the shareholder over the period.
Simply divide the shareholder’s account value by $1,000 (for example, an
$8,600 account value divided by $1,000 = 8.6), then multiply the result by the
number in the first line under the heading entitled “Expenses Paid During
Period” to estimate the expenses paid during this period.
Hypothetical Example for Comparison Purposes The second line of the
table on the following page provides information about hypothetical account
values and hypothetical expenses based on the Fund’s actual expense ratio and
an assumed rate of return of 5% per year before expenses, which is not the
Fund’s actual return. The hypothetical account values and expenses may not
be used to estimate the actual ending account balance or expenses paid by the
shareholder of the Fund for the period. This information may be used to
compare the ongoing costs of investing in the Fund and other funds. To do so,
compare this 5% hypothetical example with the 5% hypothetical examples
that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table on the following page are
meant to highlight a shareholder’s ongoing costs only. Therefore, the second
line of the table is useful in comparing ongoing costs only, and will not help a
shareholder determine the relative total costs of owning different funds.
64
Expense Information
Beginning Ending Expenses Paid During
Account Value Account Value Period*
10/1/06 3/31/07 10/1/06-3/31/07
Actual $1,000 $1,051 $7.07
Hypothetical
(5% return before expenses) $1,000 $1,018 $6.94
* Expenses are equal to the Fund’s annualized expense ratio of 1.38%, multiplied
by the average account value over the period, multiplied by 182 days in the most
recent fiscal half-year, divided by 365 (to reflect the one-half year period).
65
TWEEDY, BROWNE VALUE FUND
Portfolio Highlights
March 31, 2007
Hypothetical Illustration of $10,000 Invested in
Tweedy, Browne Value Fund vs.
Standard & Poor’s 500 Stock Index (“S&P 500”)
12/8/93 through 3/31/07
$40,000 $38,845
Tweedy, Browne Value Fund* $38,761
$35,000
Index: S&P 500*
$30,000
$25,000
$20,000
$15,000
$10,000
$5,000
Mar 2005
Mar 2006
Mar 2007
Nov 1993
Mar 2000
Mar 2003
Mar 1997
Mar 2001
Mar 2002
Mar 1999
Sep 2001
Mar 2004
Sep 1994
Mar 1996
Sep 2004
Sep 2005
Sep 2006
Mar 1998
Sep 2000
Sep 2002
Mar 1994
Mar 1995
Sep 2003
Sep 1999
Sep 1995
Sep 1996
Sep 1997
Sep 1998
________________________________________________________________________________________________________________________________________________________________________________________________________________
The S&P 500 is an index composed of 500 widely held common stocks listed on the New York Stock
Exchange, American Stock Exchange and over-the-counter market and includes the reinvestment of dividends.
________________________________________________________________________________________________________________________________________________________________________________________________________________
Note: The performance shown represents past performance and is not a guarantee of future results. The
Fund’s share price and investment return will vary with market conditions, and the principal value of
shares, when redeemed, may be more or less than original cost.
* Assumes the reinvestment of all dividends and distributions.
66
Perspective On Assessing Investment Results
March 31, 2007
In accordance with rules and guidelines set out by the United States (US)
Securities and Exchange Commission, we have provided a comparison of the
historical investment results of Tweedy, Browne Value Fund to the historical
investment results of the most appropriate broad-based securities market
index, the Standard & Poor’s 500 Stock Index (the “S&P 500”). The S&P
500 is an index composed of 500 widely held common stocks listed on the
New York Stock Exchange, American Stock Exchange and over-the-counter
market. However, the historical results of the S&P 500 in large measure
represent the investment results of stocks that we do not own. Any portfolio
which does not own exactly the same stocks in exactly the same proportions
as the index to which the particular portfolio is being compared is not likely
to have the same results as the index. The investment behavior of a diversified
portfolio of undervalued stocks tends to be correlated to the investment
behavior of a broad index; i.e., when the index is up, probably more than one-
half of the stocks in the entire universe of public companies that are included
in the same index will be up, albeit, in greater or lesser percentages than the
index. Similarly, when the index declines, probably more than one-half of the
stocks in the entire universe of public companies that are included in the
index will be down in greater or lesser percentages than the index. But it is
almost a mathematical truth that “different stocks equal different results.”
We believe that favorable or unfavorable historical investment results in
comparison to an index are not necessarily predictive of future comparative
investment results. In Are Short-Term Performance and Value Investing Mutually
Exclusive?, Eugene Shahan analyzed the investment performance of seven
money managers, about whom Warren Buffett wrote in his article, The Super
Investors of Graham and Doddsville. Over long periods of time, the seven
managers significantly outperformed the market as measured by the Dow Jones
Industrial Average (the “DJIA”) or the S&P 500 by between 7.7% and 16.5%
annually. (The goal of most institutional money managers is to outperform the
market by 2% to 3%.) However, for periods ranging from 13 years to 28 years,
this group of managers underperformed the market between 7.7% and 42% of
the years. Six of the seven investment managers underperformed the market
between 28% and 42% of the years. In today’s environment, they would have
lost many of their clients during their periods of underperformance. Longer
term, it would have been the wrong decision to fire any of those money
managers. In examining the seven long-term investment records, unfavorable
investment results as compared to either index did not predict the
67
TWEEDY, BROWNE VALUE FUND
68
Portfolio of Investments
March 31, 2007
Market
Value
Shares
——
———— (Note
———
— ——2)
—
Portfolio of Investments
March 31, 2007
Market
Value
Shares
——
———— (Note
———
— ——2)
—
Market
Value
Shares
——
———— (Note
———
— ——2)
—
Cash Equivalents-8%
Transportation-2%
Telecommunications-2%
Banking-15%
Retail-7%
Basic Industries-2%
Pharmaceuticals-2% Broadcast, Radio and TV-5%
Media-2% Computer Services-1%
Health Care-1%
Automotive Parts-0%†
Chemicals-0%†
Energy-0%†
Real Estate-0%†
ASSETS
Investments, at value (Cost $282,389,563) (Note 2)
Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 498,690,514
Repurchase Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,391,000
_______________
Total Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 517,081,514
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 833
Foreign currency (Cost $11) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Receivable for investment securities sold . . . . . . . . . . . . . . . . . . . . . . . . 864,923
Dividends and interest receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 486,830
Unrealized appreciation of forward exchange contracts (Note 2) . . . . . 160,126
Receivable for Fund shares sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,338
Prepaid expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,057
_______________
Total Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 518,615,632
_______________
LIABILITIES
Unrealized depreciation of forward exchange contracts
(Note 2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,202,923
Payable for Fund shares redeemed . . . . . . . . . . . . . . . . 418,762
Investment advisory fee payable (Note 3) . . . . . . . . . . 350,105
Transfer agent fees payable (Note 3) . . . . . . . . . . . . . . 28,990
Administration and accounting fees payable (Note 3) 9,776
Custodian fees payable (Note 3) . . . . . . . . . . . . . . . . . 5,646
Accrued expenses and other payables . . . . . . . . . . . . . ________________________72,858
____________________
Total Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,089,060
_______________
NET ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 515,526,572
_______________
_______________
NET ASSETS consist of
Undistributed net investment loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ —
Accumulated net realized gain on securities, forward exchange
contracts and foreign currencies . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22,256,587
Net unrealized appreciation of securities, forward exchange contracts,
foreign currencies and net other assets . . . . . . . . . . . . . . . . . . . . . . . 232,649,153
Par value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,091
Paid-in capital in excess of par value. . . . . . . . . . . . . . . . . . . . . . . . . . . . 260,618,741
_______________
_______________
Total Net Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 515,526,572
_______________
_______________
NET ASSET VALUE, offering and redemption price per share
($515,526,572÷20,913,488 shares of common stock outstanding) . . . . . . . $ 24.65
_______________
_______________
INVESTMENT INCOME
Dividends (net of foreign withholding taxes of $46,006) . . . . . . . . . . . $ 8,547,230
Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,993,163
_______________
Total Investment Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,540,393
_______________
EXPENSES
Investment advisory fee (Note 3) . . . . . . . . . . . . . . . . . . . . $ 6,615,809
Transfer agent fees (Note 3). . . . . . . . . . . . . . . . . . . . . . . . . 242,754
Administration and accounting fees (Note 3). . . . . . . . . . . 143,863
Custodian fees (Note 3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67,970
Directors’ fees and expenses (Note 3) . . . . . . . . . . . . . . . . . 60,098
Legal and audit fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29,905
Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ____________________140,735
________________________
Total Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,301,134
_______________
NET INVESTMENT INCOME . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,239,259
_______________
1. Organization
Tweedy, Browne Value Fund (the “Fund”) (formerly, Tweedy, Browne
American Value Fund) is a diversified series of Tweedy, Browne Fund Inc. (the
“Company”). The Company is an open-end management investment
company registered with the United States (US) Securities and Exchange
Commission under the Investment Company Act of 1940, as amended. The
Company was organized as a Maryland corporation on January 28, 1993. The
Fund commenced operations on December 8, 1993. The Fund seeks long-term
capital growth by investing primarily in U.S. and foreign securities that
Tweedy, Browne Company LLC (“Tweedy, Browne” or the “Investment
Adviser”) believes are undervalued.
2. Significant Accounting Policies
The preparation of financial statements in accordance with accounting
principles generally accepted in the United States requires management to
make estimates and assumptions that affect the reported amounts and
disclosures in the financial statements. Actual results could differ from those
estimates. The following is a summary of significant accounting policies
consistently followed by the Fund in the preparation of its financial
statements.
Portfolio Valuation Generally, the Fund’s investments are valued at
market value or at fair value as determined by, or under the direction of, the
Company’s Board of Directors. Portfolio securities and other assets, listed on a
US national securities exchange, comparable foreign securities exchange or
through any system providing for contemporaneous publication of actual
prices (and not subject to restrictions against sale by the Fund on such
exchange or system) are valued at the last sale price prior to the close of regular
trading on the principal exchange or system for such security or asset or, if
applicable, the NASDAQ Official Closing Price (“NOCP”). Portfolio
securities and other assets, which are readily marketable but for which there
are no reported sales on the valuation date, whether because they are not
traded in a system providing for same day publication of sales or because there
were no sales reported on such date, are generally valued at the mean between
the last asked price and the last bid price prior to the close of regular trading.
Securities and other assets for which current market quotations are not readily
available, and those securities which are not readily marketable due to
significant legal or contractual restrictions, will be valued at fair value as
determined by the Investment Adviser under the direction of the Board of
Directors. Securities and other assets for which the most recent market
78
Notes to Financial Statements
quotations may not be reliable (including because the last sales price does not
reflect current market value at the time of valuing the Fund’s asset due to
developments since such last price) may be valued at fair value if the
Investment Adviser concluded that fair valuation will likely result in a more
accurate net asset valuation. Debt securities purchased with a remaining
maturity of 60 days or more are valued through pricing obtained by pricing
services approved by the Fund’s Board of Directors. Debt securities purchased
with a remaining maturity of 60 days or less are valued at amortized cost,
which approximates market value, or by reference to other factors (i.e., pricing
services or dealer quotations) by the Investment Adviser.
Repurchase Agreements The Fund engages in repurchase agreement
transactions. Under the terms of a typical repurchase agreement, the Fund
acquires an underlying debt obligation subject to an obligation of the seller to
repurchase, and the Fund to resell, the obligation at an agreed-upon price and
time, thereby determining the yield during the Fund’s holding period. This
arrangement results in a fixed rate of return that is not subject to market
fluctuations during the Fund’s holding period. The value of the collateral held
on behalf of the Fund is at all times at least equal to the total amount of the
repurchase obligations, including interest. In the event of counterparty
default, the Fund has the right to use the collateral to offset losses incurred.
There is potential loss to the Fund in the event the Fund is delayed or
prevented from exercising its rights to dispose of the collateral securities,
including the risk of a possible decline in the value of the underlying securities
during the period while the Fund seeks to assert its rights. The Fund’s
Investment Adviser reviews the value of the collateral and the
creditworthiness of those banks and dealers with which the Fund enters into
repurchase agreements to evaluate potential risks.
Foreign Currency The books and records of the Fund are maintained in
US dollars. Foreign currencies, investments and other assets and liabilities are
translated into US dollars at the exchange rates prevailing at the end of the
period, and purchases and sales of investment securities, income and expenses
are translated on the respective dates of such transactions. Unrealized gains
and losses which result from changes in foreign currency exchange rates have
been included in the unrealized appreciation (depreciation) of currencies and
net other assets. Net realized foreign currency gains and losses resulting from
changes in exchange rates include foreign currency gains and losses between
trade date and settlement date on investments, securities transactions, foreign
79
TWEEDY, BROWNE VALUE FUND
currency transactions and the difference between the amounts of interest and
dividends recorded on the books of the Fund and the amount actually
received. The portion of foreign currency gains and losses related to
fluctuation in the exchange rates between the initial purchase trade date and
subsequent sale trade date is included in realized gains and losses on
investment securities sold.
Forward Exchange Contracts The Fund has entered into forward
exchange contracts for non-trading purposes in order to reduce its exposure to
fluctuations in foreign currency exchange on its portfolio holdings. Forward
exchange contracts are valued at the forward rate and are marked-to-market
daily. The change in market value is recorded by the Fund as an unrealized
gain or loss. When the contract is closed, the Fund records a realized gain or
loss equal to the difference between the value of the contract at the time that
it was opened and the value of the contract at the time that it was closed.
The use of forward exchange contracts does not eliminate fluctuations in
the underlying prices of the Fund’s investment securities, but it does establish
a rate of exchange that can be achieved in the future. Although forward
exchange contracts limit the risk of loss due to a decline in the value of the
hedged currency, they also limit any potential gain that might result should
the value of the currency increase. In addition, the Fund could be exposed to
risks if the counterparties to the contracts are unable to meet the terms of their
contracts.
Securities Transactions and Investment Income Securities transactions
are recorded as of the trade date. Realized gains and losses from securities
transactions are recorded on the identified cost basis. Dividend income and
distributions to shareholders are recorded on the ex-dividend date. Large, non-
recurring dividends recognized by the Fund are presented separately on the
Statement of Operations as “special dividends” and the impact of these
dividends to net investment income per share is presented in the financial
highlights. Interest income is recorded on the accrual basis. Dividend income
and interest income may be subject to foreign withholding taxes. The Fund’s
custodian applies for refunds on behalf of the Fund where available.
Tweedy, Browne Company LLC is reimbursed by the Fund for the cost of
settling transactions in US securities for the Fund through its clearing broker.
For the year ended March 31, 2007 the Fund reimbursed Tweedy, Browne
Company LLC $3,244 for such transaction charges.
80
Notes to Financial Statements
81
TWEEDY, BROWNE VALUE FUND
82
Notes to Financial Statements
Between Between
$1 Billion $5 Billion
Up to and and Exceeding
$1 Billion $5 Billion $10 Billion $10 Billion
Administration Fees 0.0300% 0.0180% 0.0100% 0.0090%
Accounting Fees 0.0075% 0.0060% 0.0050% 0.0040%
Prior to January 1, 2007, the administration fee and fund accounting fee
were computed daily and payable monthly at the following annual rates of the
aggregate average daily net assets of the Fund and the Tweedy, Browne Global
Value Fund, allocated according to each Fund’s net assets:
Between Between
$500 Million $1 Billion
Up to and and Exceeding
$500 Million $1 Billion $4 Billion $4 Billion
Administration Fees 0.0600% 0.0400% 0.0200% 0.0150%
Between Between
$100 Million $2 Billion
Up to and and Exceeding
$100 Million $2 Billion $4 Billion $4 Billion
Accounting Fees 0.0300% 0.0100% 0.0075% 0.0060%
83
TWEEDY, BROWNE VALUE FUND
distributor to the Fund and pays all distribution fees. No distribution fees are
paid by the Fund.
4. Securities Transactions
Cost of purchases and proceeds from sales of investment securities,
excluding short-term investments, for the year ended March 31, 2007,
aggregated $41,435,472 and $100,553,290, respectively.
At March 31, 2007, the aggregate gross unrealized appreciation for all
securities in which there was an excess of value over tax cost was $240,835,322
and the aggregate gross unrealized depreciation for all securities in which there
was an excess of tax cost over value was $6,143,374.
5. Capital Stock
The Company is authorized to issue one billion shares of $0.0001 par
value capital stock, of which 400,000,000 of the unissued shares have been
designated as shares of the Fund. Changes in shares outstanding for the Fund
were as follows:
Year Ended 3/31/07 Year Ended 3/31/06
Shares Amount Shares Amount
Sold 710,487 $ 17,777,508 808,902 $ 19,954,116
Reinvested 1,736,914 42,467,545 1,926,006 45,973,770
Redeemed (4,119,879) (101,787,695) (6,864,632) (170,057,989)
Net Decrease (1,672,478) $ (41,542,642) (4,129,724) $ (104,130,103)
6. Foreign Securities
Investing in securities of foreign companies and foreign governments
involves economic and political risks and considerations not typically
associated with investing in US companies and the US Government. These
considerations include changes in exchange rates and exchange rate controls
(which may include suspension of the ability to transfer currency from a given
country), costs incurred in conversions between currencies, non-negotiable
brokerage commissions, less publicly available information, not generally
being subject to uniform standards, practices and requirements with respect to
accounting, auditing and financial reporting, lower trading volume, delayed
settlements and greater market volatility, the difficulty of enforcing
obligations in other countries, less securities regulation, different tax
84
Notes to Financial Statements
85
TWEEDY, BROWNE VALUE FUND
PricewaterhouseCoopers LLP
Boston, Massachusetts
May 14, 2007
86
Other Information (Unaudited)
87
TWEEDY, BROWNE VALUE FUND
Number of
Portfolios in Other
Term of Fund Trusteeships/
Office and Complex Directorships
Name, Address, Age and Length of 1 Principal Occupation(s) Overseen by Held by
Position(s) with Company Time Served During Past 5 Years Director Director
DISINTERESTED DIRECTORS
Paul F. Balser 6 years Partner, Ironwood 2 Director, Janus
Ironwood Partners, LLC Manufacturing Fund, LP Capital Group,
420 Lexington Avenue (private equity Inc. (asset
New York, NY 10170 investments), since 2003; management)
Age: 65, Director Partner, Ironwood
Partners LLC (private
equity investments),
since December 2001;
Partner, Generation
Partners (private equity
investments) from
August 1995 to
September 30, 2004.
Bruce A. Beal 13 years Partner and Chairman, 2 None
The Beal Companies The Beal Companies
177 Milk Street (real estate development
Boston, MA 02109 and investment
Age: 70, Director companies); Real estate
consultant.
John C. Hover II 4 years Executive Vice President, 2 Director,
PO Box 676 United States Trust Excelsior Private
Buckingham, PA 18912 Company of New York; Equity Fund II,
Age: 63, Director Retired since 2001. Inc.; Director,
Excelsior Venture
Partners III, LLC;
Director, Excelsior
Venture Investors
III, LLC
Richard B. Salomon 12 years Partner, Wolf, Block, 2 None
Wolf, Block, Schorr Schorr and Solis-Cohen
& Solis-Cohen LLP LLP (law firm) since
250 Park Avenue April 2005. Previously
New York, NY 10177 Partner, Salans (law firm)
Age: 59, Director since prior to 2000.
88
Other Information (Unaudited)
Number of
Portfolios in Other
Term of Fund Trusteeships/
Office and Complex Directorships
Name, Address, Age and Length of 1 Principal Occupation(s) Overseen by Held by
Position(s) with Company Time Served During Past 5 Years Director Director
INTERESTED DIRECTOR2
Christopher H. Browne 3 13 years Managing Director, 2 Director,
Tweedy, Browne Tweedy, Browne American
Company LLC Company LLC. Atlantic
350 Park Avenue Company
New York, NY 10022
Age: 60, Chairman and
President
OFFICERS WHO ARE NOT DIRECTORS
William H. Browne3 13 years Managing Director, N/A N/A
Tweedy, Browne Tweedy, Browne
Company LLC Company LLC.
350 Park Avenue
New York, NY 10022
Age: 62, Vice President
Patricia A. Rogers 2 years Chief Compliance N/A N/A
Tweedy, Browne Officer of the Funds
Company LLC since June 2004;
350 Park Avenue Associate General
New York, NY 10022 Counsel, Tweedy, Browne
Age: 40, Chief Compliance Company LLC.
Officer
M. Gervase Rosenberger 13 years Executive Vice N/A N/A
Tweedy, Browne President, Tweedy,
Company LLC Browne Company LLC
350 Park Avenue since 2001; General
New York, NY 10022 Counsel and Chief
Age: 56, Chief Operating Compliance Officer,
Officer, Vice President and Tweedy, Browne Company
Secretary LLC until 2001.
John D. Spears 13 years Managing Director, N/A N/A
Tweedy, Browne Tweedy, Browne
Company LLC Company LLC
350 Park Avenue
New York, NY 10022
Age: 58, Vice President
89
TWEEDY, BROWNE VALUE FUND
90
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TWEEDY, BROWNE FUND INC.
350 Park Avenue, New York, NY 10022
800-432-4789
www.tweedy.com