Swire Pacific Limited

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Swire Pacific Limited

35th Floor, Two Pacific Place
88 Queensway
Hong Kong
Telephone: +852 2840-8098
Fax: +852 2526-9365
Web site: http://www.swirepacific.com

Public Company
Incorporated: 1866 as Butterfield and Swire
Employees: 55,000
Sales: HK$15.22 billion ($1.95 billion) (2002)
Stock Exchanges: Hong Kong
Ticker Symbol: SWRAY (ADRs)
NAIC: 551112 Offices of Other Holding Companies; 233110 Land Subdivision and Land Development; 312111 Soft Drink Manufacturing; 481111 Scheduled Passenger Air Transportation; 483110 Deep Sea, Coastal, and Great Lakes Water Transportation

Swire Pacific Limited, which came to prominence as one of the 19th-century British-owned trading houses based in Hong Kong, is today a diversified firm with interests in real estate, aviation, and beverages, as well as the traditional marine services and trading operations. Through the wholly owned subsidiary Swire Properties Limited, Swire Pacific is one of the leading owners and developers of property in Hong Kong. The aviation holdings include significant minority stakes in two publicly traded firms—Cathay Pacific Airways Limited, a Hong Kong-based long-haul passenger airline, and Hong Kong Aircraft Engineering Company Limited, which specializes in aircraft maintenance and refurbishment—plus a 16 percent stake in Hong Kong Dragon Airlines Limited (Dragonair), a regional airline in China. Through Swire Beverages, Swire Pacific bottles products of the Coca-Cola Company, distributing them to seven provinces in mainland China, Hong Kong, Taiwan, and a large area of the western United States. Swire Pacific is part of the larger London-based Swire Group and has remained located in Hong Kong despite the handover of Hong Kong to Chinese rule in 1997. During and following the period of transition, the company in fact strengthened its ties to Hong Kong and expanded in a major way into mainland China itself.

Early History in the 19th Century

In Britain during the early 1800s a canal was built that linked the seaport of Liverpool to Halifax, a city in the northeastern county of Yorkshire. The canal introduced international trade to Halifax and in the process seriously damaged local industries that could not compete with cheaper imports. John Swire, the patriarch of the Swire family, moved from Yorkshire to Liverpool, where in 1816 he established a general trading house with primary commodities being American cotton from New Orleans and cheese, pork, and wine from Boston and New York. John Swire died in 1847, leaving the business to his two sons, John Samuel Swire and William Hudson Swire.

The John Swire & Sons, Ltd. trading company grew steadily during the next decade. It established interests in a number of Liverpool shipping companies and opened a branch office in Manchester. In 1855 John Samuel Swire traveled to the former British penal colony of Australia. He opened an office in Melbourne to handle Australian imports of his company’s cotton. As soon as the business was operating successfully, he turned it over to a local agent and returned to England. His brother William was forced to retire from the company because of persistent ill health. From that time onward, John Samuel Swire was left to run the operation alone.

In 1861 the American Civil War destroyed Swire’s cotton trade. Determined to reassert its position in the textile market, the company turned to the more stable markets of the Far East, where it was already engaged in the trade of tea. Swire became displeased with the performance of his agents in the Far East and decided that the company should run its own affairs there. He traveled to Shanghai in 1866 and later formed a partnership with Richard Shackleton Butterfield of the Butterfield Brothers firm in Bradford, Yorkshire. In 1867 they opened an office together in Shanghai under the name of Butterfield & Swire. The company adopted a Chinese name, Taikoo, meaning “great and ancient.” Although the partnership was dissolved within two years, the Shanghai office continued to be called Butterfield & Swire.

The company’s business in Asia benefited greatly from Japan’s restoration of the Meiji leadership in 1868. Under the Meiji, Japan became a modern industrial state. Butterfield & Swire, which had opened an office near Tokyo in Yokohama the previous year, was ideally situated to take advantage of the growing strength of the Japanese economy.

By 1871 Swire’s headquarters had been moved from Liverpool to London, and a third Far East office was opened in the British Colony of Hong Kong. The company expanded its interest in shipping when it became the Shanghai agent for the Blue Funnel Line. In 1872 Swire created its own shipping concern, the China Navigation Company, which served ports on the Yangtze River and along the Chinese coast. China Navigation’s primary competitor on the waterways was another Hong Kong firm called Jardine Matheson & Company. In 1873 Swire established an office in New York, where the company had already been handling American imports of tea from Yokohama for several years.

Swire further diversified its business in 1883 when it created the Taikoo Sugar Refinery in Hong Kong with the intention of breaking Jardine Matheson’s monopoly on sugar. The two companies competed in a fierce but gentlemanly manner for many years. According to John Samuel Swire, “Don’t fight. But if you do fight, go in sharp and win.”

In 1866 the Yokohama office, which for years had been dependent on the textile trade, began importing large quantities of sugar from Hong Kong and Taiwan in addition to soya beancake from China. Swire also handled Japanese exports of rice to Australia. In 1887 the company opened a second Japanese office in Kobe. In 1900 Butterfield & Swire founded the Taikoo Dockyard Company in Hong Kong. With expanded commercial interests in China, the company also opened a paint factory in Shanghai and a tugboat and barge company in Tianjin. The red, white, and blue Swire flag was seen flying over China Navigation ships plying waterways across China and throughout East Asia.

Early 20th Century

John Samuel Swire died in 1898. His company passed to a third generation of Swires under the direction of his son John. Despite some disruptions of business in China during the Boxer Rebellion in 1900 and the Republican Revolution in 1911, Swire’s interests in China, Japan, Australia, and southeast Asia continued to prosper and expand. John Kidston Swire, grandson of John Samuel Swire, succeeded his father as director of the company in 1920.

Swire’s operations were paralyzed in 1937 when Japan launched its war of expansion against China. The company’s interests in northern China and Shanghai were closed. Japanese landings on either side of the Hongkong peninsula isolated the colony from the nearby Chinese city of Guangzhou (Canton), forcing Swire to curtail virtually all of its trading operations with the mainland. On December 1, 1941, six days before the attack on Pearl Harbor, Japanese troops invaded Hong Kong. During the Japanese occupation all of Swire’s Far Eastern activities were suspended. By the time of the Japanese surrender in September 1945 more than half of Swire’s ships, the sugar refinery, and the dockyard had been destroyed.

As soon as World War II ended a civil war erupted in China between the Communists and the Nationalists. The war was won in 1949 by the Communists, who renounced all agreements concluded by the Nationalist government. This included Swire’s business arrangements with Chinese partners and the Chinese government. In addition, Swire’s extensive properties in China were nationalized without compensation. In only a few short years Swire’s financial empire had nearly been ruined.

Post-World War II Rebuilding and Diversification

Butterfield & Swire focused attention on rebuilding its operations in Hong Kong. The shipping facilities were rebuilt and new ships were ordered. John Kidston Swire became interested in diversifying his company’s transportation interests in the Far East. In 1948 Butterfield & Swire purchased a controlling interest in Cathay Pacific Airways, a small Hong Kong-based airline company with a fleet of two DC-3s.

The company’s shipping and airline activities grew rapidly during the 1950s. Shipping offices in Japan were reopened, and new connections in Papua New Guinea, Australia, and Korea were established. Cathay Pacific absorbed its local competitor, Hong Kong Airways, purchased newer aircraft, and opened new routes to Singapore, Manila, Bangkok, and Saigon. Butterfield & Swire’s involvement in Cathay Pacific led it to invest in a number of other businesses related to aviation, including the Hong Kong Aircraft Engineering Company, which was formed in 1950 and which operated a virtual monopoly on aircraft maintenance in the colony. In 1959 Taikoo Dockyard & Engineering Company was floated on the Hong Kong Stock Exchange.

Company Perspectives

Swire Pacific is one of Hong Kong’s leading listed companies, with five operating divisions: Property, Aviation, Beverages, Marine Services, and Trading & Industrial. The company’s operations are predominantly based in the Greater China region, where the name Swire has been established for over 130 years. Swire Pacific is actively involved in the day-to-day management of its various business operations, often in conjunction with joint venture partners and other investors. The company seeks to foster long-term sustainable growth, underpinned by a strong financial base.

During the 1950s and 1960s the company’s expansion was well planned and, for the most part, uneventful. On occasion, however, profits became depressed when regional or international economie recessions lowered demand for shipping services. Because the shipping business was so closely linked to the volatile economie cycles of Pacific nations, Swire Pacific began to diversify its operations. It became interested in property ownership in Hong Kong, where the supply of land was limited and demand was becoming acute. This led to the eventual formation, in 1972, of Swire Properties Limited. In 1965 Butterfield & Swire became the franchised bottler of Coca-Cola and its allied brands in Hong Kong through the purchase of Hongkong Bottlers Federal Inc. (renamed Swire Bottlers Limited in 1974). Also in 1965, Hong Kong Aircraft Engineering gained a listing on the Hong Kong Stock Exchange.

Additional diversification occurred in the areas of shipping and warehousing services, agriculture, trucking, canning, magnetic tape, and high technology components. Cathay Pacific was continuing to grow at an annual rate of 22 percent (doubling its size every four years) and began handling air freight. As a result, Cathay Pacific became Swire’s most popular subsidiary and was quickly gaining a reputation as “Hong Kong’s airline.”

John Kidston Swire retired as director of John Swire & Sons in 1968, leaving the company in the care of his two sons, named John and Adrian. The fifth generation of Swires oversaw most of the company’s diversification and growth, especially in Hong Kong. It was during this leadership period that the Swire Pacific name emerged following a series of major organizational changes. In 1972 the Taikoo Dockyard was merged into the Hongkong & Whampoa Dock Co. to form Hongkong United Dockyards Limited, 50 percent owned by Swire. The following year the publicly traded Taikoo Dockyard & Engineering company itself was renamed Taikoo Swire and then renamed again in 1974 Swire Pacific Limited. This firm now became the holding company for the main Hong Kong interests of the Swire Group. At the same time, the Butterfield name disappeared from company letterheads when Butterfield & Swire became John Swire & Sons (H.K.) Ltd.

There were other significant developments in the 1970s. Taikoo Sugar closed down its refinery in 1973 but remained in the food industry, concentrating on packaging and trading of food products. Swire Properties began work on its first major commercial property development, Cityplaza, the first phase of which opened in 1982. In 1976 Swire Properties entered the U.S. market with the purchase of real estate properties in Miami, Florida. Two years later, Swire Bottlers acquired its first U.S. Coca-Cola franchise in Salt Lake City, Utah.

Key Dates

1816:: John Swire establishes a general trading company in Liverpool, England.
1847:: Swire dies; the company later is renamed John Swire & Sons and is under the leadership of two of Swire’s sons.
1866:: One of the sons, John Samuel Swire, forms a Shanghai-based partnership with Richard Shackleton But-terfield, that of Butterfield & Swire (Chinese name, Taikoo).
1872:: Swire creates a shipping concern, China Navigation Company.
1883:: Hong Kong-based Taikoo Sugar Refinery commences operations.
1900:: Butterfield & Swire (B&S) founds the Taikoo Dockyard Company in Hong Kong.
1945:: By the end of World War II, more than half of Swire’s ships, the sugar refinery, and the dockyard have been destroyed.
1948:: B&S purchases a controlling stake in Hong Kong-based Cathay Pacific Airways.
1949:: The victory by the Communists in the Chinese civil war leads to the firm’s gradual withdrawal from China.
1950:: Hong Kong Aircraft Engineering Company is formed as a joint venture, with B&S as one of the partners.
1959:: Taikoo Dockyard & Engineering Company is floated on the Hong Kong Stock Exchange.
1965:: B&S acquires Coca-Cola bottling franchise in Hong Kong, later overseen by Swire Bottlers Limited.
1972:: Swire Properties Limited is formed to oversee the firm’s Hong Kong real estate interests; operations of Taikoo Dockyard are merged into Hongkong & Whampoa Dock Co. to form Hongkong United Dockyards.
1973:: The Taikoo Dockyard company is renamed Taikoo Swire.
1974:: Taikoo Swire is renamed Swire Pacific Limited, which becomes the publicly traded holding company for the main Hong Kong interests of the London-based Swire Group.
1986:: Cathay Pacific is floated on the Hong Kong Stock Exchange.
1987:: The Chinese government, through CITIC Pacific Ltd., purchases a 12.5 percent stake in Cathay Pacific.
1990:: Swire Properties completes the massive Pacific Place development in Hong Kong; Swire Pacific and Cathay Pacific acquire Dragon Airlines (Dragonair) and then sell a majority stake in the regional Hong Kong airline to CITIC Pacific.
1996:: Significant minority stakes in Cathay Pacific and Dragonair are sold to CITIC Pacific and China National Aviation Corporation, respectively.
1997:: The firm establishes Taikoo Motors Limited.
1998:: Adrian Swire retires as chairman of John Swire & Sons and is replaced by Edward Scott.
2001:: Swire Properties forms a joint venture with Guangzhou Daily News Group to develop a major retail, office, and cultural complex in the Tianhe district of Guangzhou, scheduled for completion in 2007.
2002:: Adrian Swire again becomes chairman of John Swire & Sons following the death of Edward Scott; Cathay Pacific acquires full ownership of Air Hong Kong and then sells a 30 percent stake to DHL Worldwide Express.
2003:: The war in Iraq and the SARS outbreak lead to a 75 percent reduction in passenger traffic and Cathay Pacific cuts back its schedule.

When John Kidston Swire died in 1983, the parent company of the Swire financial empire, John Swire & Sons, Ltd., remained a privately owned family concern based in London. Meanwhile, Hong Kong, where the dynamic Swire Pacific subsidiary was located, became the subject of an international debate.

Transition to Hong Kong’s 1997 Integration into China

After a series of negotiations the governments of Great Britain and the People’s Republic of China agreed in 1984 to end British colonial authority over Hong Kong on July 1, 1997. This placed into doubt the future of all capitalist enterprises operating in Hong Kong, including Swire Pacific. Jardine Matheson promptly responded by relocating its legal address and much of its business to Bermuda. In an effort to forestall the exit of more companies, the Chinese promised to preserve the unique economic character of Hong Kong after taking control of the territory. After Cathay Pacific was taken public on the Hong Kong Stock Exchange in 1986, Swire Pacific announced that it was further reducing its share of ownership in the airline; and CITIC Pacific Ltd., a Chinese government investment company in Hong Kong, purchased a 12.5 percent stake. The Chinese investment in Cathay Pacific was regarded as evidence of China’s sincerity in maintaining the prosperity of Hong Kong.

For its part, Swire Pacific determined early on to cast its future with China, although its vast property holdings in Hong Kong and its dependence on Cathay Pacific for most of its profits (70 percent in 1990) gave it little choice (Cathay’s route rights were nontransferable, so the airline could not be moved out of Hong Kong). Even so, Swire Pacific did not have as much reason for alarm as its rivals, given that it had already established an excellent relationship with the Chinese, which promised to be advantageous when the Chinese economy developed further and selected foreign companies were invited to participate. Although the Tiananmen Square massacre of June 4, 1989, gave cause for further alarm, Swire stayed on its course, committed to Hong Kong’s (and its own) future. Symbolic proof of its commitment came when Cathay Pacific painted over the Union Jack on its planes.

In fact, Swire Pacific was able to profit from others’ fears in the late 1980s and early 1990s by picking up numerous additional Hong Kong real estate properties at bargain prices. Real estate subsequently recovered after the peak period of fear passed, leaving Swire with an even more lucrative portfolio.

In the early 1990s the company and Cathay Pacific strengthened their relationships and position within China itself. In 1990 Swire Pacific and Cathay bought Dragon Airlines (or Dragon-air), the foreign airline with the most routes to mainland China and preferred by most business travelers over China’s domestic airlines because of its superior safety record. To bolster Dragon-air, Cathay transferred its routes to Shanghai and Beijing to Dragonair. Swire Pacific also tied Dragonair’s future to China’s by selling a majority interest in the airline to CITIC Pacific, leaving Swire Pacific with a 13 percent stake and Cathay Pacific a 30 percent holding. Cathay Pacific followed up with the 1994 purchase of a 75 percent interest in AHK Air Hong Kong Limited, an all-cargo airline. In the meantime, Peter Sutch was appointed chairman of Swire Pacific in 1992.

Further forays into China came in late 1993. In November, John Swire & Sons returned to China after a more than 30-year absence by reopening its Shanghai office. Also that month, Swire Pacific purchased a 25 percent stake in Shekou Container Terminals, located near Hong Kong in the Chinese city of Shekou, for HK$308 million ($40 million). Most important, in another alliance with CITIC Pacific, in December Swire bought 55 percent of BC Development, a major Coca-Cola bottler in China. Swire’s partnerships with CITIC Pacific were seen as particularly strategic—win-win deals in which Swire gained influence in China at the same time China (through CITIC Pacific) acquired a greater and greater stake in Hong Kong’s future.

Although Cathay Pacific ran into trouble in the early 1990s because of increasing competition, delays in the construction of a new Hong Kong airport, and a 1993 flight attendants strike, Swire Pacific had managed to lessen its dependence on the airline and thus weathered Cathay’s difficulties. By 1993, only 51 percent of operating income was derived from aviation, with real estate coming in a close second at 41 percent. Swire had begun to leverage its vast Hong Kong real estate holdings into lucrative rental properties. The most impressive development was Pacific Place (completed in 1990), transformed by Swire from the army barracks it purchased in 1984 into a glittering complex of three fully occupied skyscrapers with 400 apartments, three first-class hotels, nearly 200 stores and restaurants, four theaters, and hundreds of thousands of square feet of office space. (Swire Pacific later relocated its headquarters to Two Pacific Place.) The company estimated that three other major projects would bring in more than $1 billion in profits annually starting in 1996.

Meanwhile, on the beverages front, Swire Bottlers and the Coca-Cola Company in 1994 entered into a new partnership arrangement that led to the formation of Swire Beverages Limited and gave Swire Pacific a larger stake in the bottling operations. That same year, the Taiwan Coca-Cola Bottling Company was acquired, further expanding Swire Pacific’s bottling operations.

Swire Pacific continued its policy of dealmaking with the Chinese government in 1996. The previous year, Cathay Pacific faced a new competitive threat when China National Aviation Corporation (CNAC), the commercial arm of the China aviation authority, announced plans to start its own Hong Kong airline. CNAC agreed to drop those plans, however, following the completion of a complicated series of transactions. CITIC Pacific increased its stake in Cathay to 25 percent by purchasing newly issued shares for HK$6.3 billion ($815 million). This reduced Swire Pacific’s stake in Cathay from 52.6 percent to 43.9 percent. CNAC bought a 35.9 percent interest in Dragonair for HK$1.97 billion, reducing Swire’s stake in that carrier to 26 percent. Dragonair was also floated on the Hong Kong Stock Exchange in 1996. These deals secured the future of the Hong Kong-based airliners in the post-handover period. By reducing Swire’s aviation interests, they also made Swire Properties the firm’s largest and strongest division.

Negotiating the Uncertain Times of the Late 1990s and Early 2000s

Swire Pacific rode the good economic times of the mid-1990s to great effect: Profits increased from HK$4.4 billion in 1992 to HK$7.6 billion in 1996. But both Hong Kong and Swire were hit hard by the Asian economic crisis that erupted in mid-1997; Hong Kong property values plummeted and the demand for travel dropped significantly, seriously affecting Swire Pacific’s two biggest divisions. Profits at Swire Pacific fell precipitously in 1998, amounting to only HK$1.76 billion. In response, Swire announced an increased focus on core operations—beginning a withdrawal from the insurance business, selling a Kentucky Fried Chicken franchise, and divesting several businesses within the trading division. In January 1998 Adrian Swire retired as chairman of John Swire & Sons, with Edward Scott, a nonfamily member, replacing him. In May of the following year, Sutch relinquished his post as chairman of Swire Pacific for health reasons, and James Hughes-Hallett took over that position.

During the late 1990s, despite the economic turmoil, Swire Pacific continued to seek opportunities for expansion. The firm significantly bolstered its automotive trading interests, forming Taikoo Motors Limited, which took over the rights to distribute Volvo automobiles in Hong Kong and much of China in 1997. The following year the distributorships for Hyundai vehicles in Hong Kong and for Samsung Motors in mainland China were added, and then in 1999 Swire gained the Volkswagen and Kia dealerships in Taiwan.

The global economic downturn of the early 2000s provided further challenges for Swire Pacific, with Cathay Pacific suffering particularly from the collapse in airline traffic that followed the events of September 11, 2001. During 2001, Swire Properties formed a joint venture with Guangzhou Daily News Group to develop a major complex in the Tianhe district of Guangzhou, a major Chinese city located near Hong Kong. The four million-square-foot complex, scheduled for completion in 2007 and to be called Taikoo Hui, was slated to include a major retail center, offices, a hotel, a performing arts center, and a library.

In January 2002 Edward Scott died, and Adrian Swire once again became chairman of John Swire & Sons. That year also saw Cathay Pacific acquire full ownership of Air Hong Kong and then sell a 30 percent stake in the cargo carrier to DHL Worldwide Express. An additional 10 percent of Air Hong Kong was sold to DHL the following year. Profits for 2002 totaled HK$5.4 billion, a 31 percent increase over the preceding year, as Swire Pacific’s aviation division achieved a sharp turnaround thanks to increased passenger and cargo demand.

In the spring of 2003, the war in Iraq and the outbreak of sudden acute respiratory syndrome (SARS) wreaked havoc on Cathay Pacific’s passenger services. In May passenger traffic was down 75 percent from the figure in 2002. At the peak of the SARS outbreak, which hit Hong Kong particularly hard, Cathay cut back its schedule by 45 percent. The airline gradually began increasing its flight schedule as the crisis receded.

The SARS outbreak was only the latest threat that the Swire group had managed to negotiate over its long history. The group had previously survived the Boxer Rebellion, two world wars, the civil war in China, the handover of Hong Kong to Chinese rule, and the Asian economic crisis of the late 1990s. The turbulent economic situation of the early 2000s challenged all companies, but the conservatively managed Swire had proven adept at negotiating such perils. Provided that the political situation in Hong Kong and China remained relatively stable, Swire Pacific was well positioned to benefit from the growth that was expected to continue to occur in China.

Principal Subsidiaries

Swire Aviation Limited (66.7%); Swire Beverages Holdings Limited; Swire Beverages Limited (87.5%); Swire Coca-Cola HK Limited (87.5%); Swire Duro Limited; Swire Pacific Ship Management Limited; Swire Pacific Offshore Limited (Bermuda); Swire Resources Limited; Taikoo Motors Limited; Taikoo Sugar Limited; Swire Coca-Cola Taiwan Limited (78.8%); Swire Properties Limited; Swire Pacific Holdings Inc. (U.S.A.).

Principal Divisions

Property Division; Aviation Division; Beverages Division; Marine Services Division; Trading & Industries Division.

Principal Competitors

Jardine Matheson Holdings Limited; Hutchison Whampoa Limited; New World Development Company Limited; The Wharf (Holdings) Limited; Sime Darby Berhad; CITIC Pacific Ltd.