The Essays of Warren Buffett

The Essays of Warren Buffett is a collection of quotes from Warren Buffett's annual reports and letters to shareholders.

The Essays of Warren Buffett:
Lessons for Corporate America



                   Essays by

             Warren E. Buffett



     Selected, Arranged, and Introduced by

        Lawrence A. Cunningham




                     Includes Previously Copyrighted Material
                                    Reprinted with Permission
 THE ESSAYS OF WARREN BUFFETT:
LESSONS FOR CORPORATE AMERICA



                     Essays by


               Warren E. Buffett
               Chairman and CEO
             Berkshire Hathaway Inc.




       Selected, Arranged, and Introduced by


             Lawrence A. Cunningham
                  Professor of Law
  Director, The Samuel and Ronnie Heyman Center
              on Corporate Governance
         Benjamin N. Cardozo School of Law
                 Yeshiva University




                   © 1997; 1998
             Lawrence A. Cunningham
                All Rights Reserved
      Includes Previously Copyrighted Material
             Reprinted with Permission
                                        TABLE OF CONTENTS

                                                                                                                    5
INTRODUCTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

                                                                                                                   27
PROLOGUE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

      I.                                                                                                          29
            CORPORATE GOVERNANCE. . . . . . . . . . . . . . . . . . . . . . . . . . . .
                   Owner-Related Business Principles................                                              29
            A.
                   Boards and Managers.............................                                               38
            B.
                   The Anxieties of Plant Closings
            C.                                                                                                    43
                   An Owner-Based Approach to Corporate Charity.                                                  47
            D.
                   A Principled Approach to Executive Pay..........                                               54
            E.
    II.                                                                                                            63
            CORPORATE FINANCE AND INVESTING. . . . . . . . . . . . . . . .
                   Mr. Market........................................                                              63
            A.
                   Arbitrage..........................................                                             66
            B.
                   Debunking Standard Dogma
            C.                                                                                                     72
                   "Value" Investing: A Redundancy.................                                                82
            D.
                   Intelligent Investing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
            E.                                                                                                     89
                   Cigar Butts and the Institutional Imperative
            F.                                                                                                     93
                   Junk Bonds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
            G.                                                                                                     97
                   Zero-Coupon Bonds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . ..
            H.                                                                                                    103
                   Preferred Stock                                                                                110
            I.
   III.                                                                                                  119
            COMMON STOCK. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ..
                   The Bane of Trading: Transaction Costs..... . . . . .. 119
            A.
                   Attracting the Right Sort of Investor. . . . . . . . . . . . . .. 121
            B.
                   Dividend Policy. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 123
            C.
                   Stock Splits and Trading Activity                                                     127
            D.
                   Shareholder Strategies
            E.                                                                                           130
                   Berkshire's Recapitalization
            F.                                                                                           132
   IV.                                                                                                            137
            MERGERS AND ACQUISITIONS. . . . . . . . . . . . . . . . . . . . . . . ..
                   Bad Motives and High Prices. .. .. .. .. .. .. .. .. ..
            A.                                                                                                    137
                   Sensible Stock Repurchases Versus Greenmail                                                    147
            B.
                   Leveraged Buyouts                                                                              148
            C.
                   Sound Acquisition Policies                                                                     151
            D.
                   On Selling One's Business                                                                      154
            E.
    V.                                                                                                            159
            ACCOUNTING AND TAXATION. . . . . . . . . . . . . . . . . . . . . . . ..
                   A Satire on Accounting Shenanigans . . . . . . . . . . . . ..
            A.                                                                                                    159
                   Look- Through Earnings. . . . . . . . . . . . . . . . . . . . . . . . . ..
            B.                                                                                                    165
                   Economic Goodwill Versus Accounting Goodwill.                                                  171
            C.
                   Owner Earnings and the Cash Flow Fallacy                                                       180
            D.
                   Intrinsic Value, Book Value, and Market Price. . ..
            E.                                                                                                    187
                   Segment Data and Consolidation. . . . . . . . . . . . . . . . ..
            F.                                                                                                    191
                   Deferred Taxes.... .. .. .. .. .. . .. .. . .. .. .. .. . .. .. ....
            G.                                                                                                    193
           H. Retiree Benefits and Stock Options......... . . . . . .. 196
           I. Distribution of the Corporate Tax Burden                 200
           J. Taxation and Investment Philosophy                       204
                                                                                                         207
EPILOGUE
                                                                                                         213
AFTERWORD AND ACKNOWLEDGMENTS. . . . . . . . . . . . . . . . . . . . ..
                                                                                                         215
INDEX OF COMPANIES
                                                                                                         217
INDEX OF NAMES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ..
                                                                                                         219
CONCEPT GLOSSARY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ..
                           INTRODUCTION

                     Lawrence A. Cunningham

      Experienced readers of Warren Buffett's letters to the share-
holders of Berkshire Hathaway Inc. have gained an enormously
valuable informal education. The letters distill in plain words all
the basic principles of sound business practices. On selecting man-
agers and investments, valuing businesses, and using financial in-
formation profitably, the writings are broad in scope, and long on
wisdom.
      Yet until now the letters existed in a format that was neither
easily accessible nor organized in any thematic way. Consequently,
the ideas have not been given the more widespread attention they
deserve. The motivation for this compendium and for the sympo-
sium featuring it is to correct an inefficiency in the marketplace of
ideas by disseminating the essays to a wider audience.
     The central theme uniting Buffett's lucid essays is that the
principles of fundamental valuation analysis, first formulated by his
teachers Ben Graham and David Dodd, should guide investment
practice. Linked to that theme are management principles that de-
fine the proper role of corporate managers as the stewards of in-
vested capital, and the proper role of shareholders as the suppliers
and owners of capital. Radiating from these main themes are prac-
tical and sensible lessons on mergers and acquisitions, accounting,
and taxation.
      Many of Buffett's lessons directly contradict what has been
taught in business and law schools during the past thirty years, and
what has been practiced on Wall Street and throughout corporate
America during that time. Much of that teaching and practice
eclipsed what Graham and Dodd had to say; Buffett is their prodi-
gal pupil, stalwartly defending their views. The defenses run from
an impassioned refutation of modern finance theory, to convincing
demonstrations of the deleterious effects of using stock options to
compensate managers, to persuasive arguments about the exagger-
ated benefits of synergistic acquisitions and cash flow analysis.
      Buffett has applied the traditional principles as chief executive
officer of Berkshire Hathaway, a company with roots in a group of
textile operations begun in the early 1800s. Buffett took the helm
of Berkshire in 1964, when its book value per share was $19.46 and
its intrinsic value per share far lower. Today, its book value per
share is around $20,000 and its intrinsic value far higher. The

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                   CARDOZO LAW REVIEW
6

growth rate in book value per share during that period is 23.8%
compounded annually.
     Berkshire is now a holding company engaged in a variety of
businesses, not including textiles. Berkshire's most important busi-
ness is insurance, carried on principally through its 100% owned
subsidiary, GEICO Corporation, the seventh largest auto insurer
in the United States. Berkshire publishes The Buffalo News and
owns other businesses that manufacture or distribute products
ranging from encyclopedias, home furnishings, and cleaning sys-
tems, to chocolate candies, ice cream, footwear, uniforms, and air
compressors. Berkshire also owns substantial equity interests in
major corporations, including American Express, Coca-Cola, Walt
Disney, Freddie Mac, Gillette, McDonald's, The Washington Post,
and Wells Fargo.
     Buffett and Berkshire Vice Chairman Charlie Munger have
built this $50 billion enterprise by investing in businesses with ex-
cellent economic characteristics and run by outstanding managers.
While they prefer negotiated acquisitions of 100% of such a busi-
ness at a fair price, they take a "double-barreled approach" of buy-
ing on the open market less than 100% of such businesses when
they can do so at a pro-rata price well below what it would take to
buy 100%.
     The double-barreled approach has paid off handsomely. The
value of marketable securities in Berkshire's portfolio, on a per
share basis, increased from $4 in 1965 to over $22,000 in 1995, a
33.4% annual increase. Per share operating earnings increased in
the same period from just over $4 to over $258, a 14.79% annual
increase. These extraordinary results continue, in recent years in-
creasing at similar rates. According to Buffett, these results follow
not from any master plan but from focused investing-allocating
capital by concentrating on businesses with outstanding economic
characteristics and run by first-rate managers.

     Buffett views Berkshire as a partnership among him, Munger
and other shareholders, and virtually all his $15-plus billion net
worth is in Berkshire stock. His economic goal is long-term-to
maximize Berkshire's per share intrinsic value by owning all or
part of a diversified group of businesses that generate cash and
above-average returns. In achieving this goal, Buffett foregoes ex-
pansion for the sake of expansion and foregoes divestment of busi-
nesses so long as they generate some cash and have good
management.
             THE ESSAYS OF WARREN BUFFETT
1997]                                                              7

     Berkshire retains and reinvests earnings when doing so deliv-
ers at least proportional increases in per share market value over
time. It uses debt sparingly and sells equity only when it receives
as much in value as it gives. Buffett penetrates accounting conven-
tions, especially those that obscure real economic earnings.
     These owner-related business principles, as Buffett calls them,
are the organizing themes of the accompanying essays. As organ-
ized, the essays constitute an elegant and instructive manual on
management, investment, finance, and accounting. Buffett's basic
principles form the framework for a rich range of positions on the
wide variety of issues that exist in all aspects of business. They go
far beyond mere abstract platitudes. It is true that investors should
focus on fundamentals, be patient, and exercise good judgment
based on common sense. In Buffett's essays, these advisory tidbits
are anchored in the more concrete principles by which Buffett lives
and thrives.
     Many people speculate on what Berkshire and Buffett are do-
ing or plan to do. Their speculation is sometimes right and some-
times wrong, but always foolish. People would be far better off not
attempting to ferret out what specific investments are being made
at Berkshire, but thinking about how to make sound investment
selections based on Berkshire's teaching. That means they should
think about Buffett's writings and learn from them, rather than try
to emulate Berkshire's portfolio.
     Buffett modestly confesses that most of the ideas expressed in
his essays were taught to him by Ben Graham. He considers him-
self the conduit through which Graham's ideas have proven their
value. In allowing me to prepare this material, Buffett said that I
could be the popularizer of Graham's ideas and Buffett's applica-
tion of them. Buffett recognizes the risk of popularizing his busi-
ness and investment philosophy. But he notes that he benefited
enormously from Graham's intellectual generosity and believes it
is appropriate that he pass the wisdom on, even if that means creat-
ing investment competitors. To that end, my most important role
has been to organize the essays around the themes reflected in this
collection. This introduction to the major themes encapsulates the
basics and locates them in the context of current thinking. The es-
says follow.

                    CORPORATE GOVERNANCE

    For Buffett, managers are stewards of shareholder capital.
The best managers think like owners in making business decisions.
                    CARDOZO LAW REVIEW                      [Vol. 19:1
8

They have shareholder interests at heart. But even first-rate man-
agers will sometimes have interests that conflict with those of
shareholders. How to ease those conflicts and to nurture manage-
rial stewardship have been constant objectives of Buffett's forty-
year career and a prominent theme of his essays. The essays ad-
dress some of the most important governance problems.
     The first is not dwelt on in the essays but rather permeates
them: it is the importance of forthrightness and candor in commu-
nications by managers to shareholders. Buffett tells it like it is, or
at least as he sees it. That quality attracts an interested shareholder
constituency to Berkshire, which flocks to its annual meetings in
increasing numbers every year. Unlike what happens at most an-
nual shareholder meetings, a sustained and productive dialogue on
business issues results.
     Besides the owner-orientation reflected in Buffett's disclosure
practice and the owner-related business principles summarized
above, the next management lesson is to dispense with formulas of
managerial structure. Contrary to textbook rules on organizational
behavior, mapping an abstract chain of command on to a particular
business situation, according to Buffett, does little good. What
matters is selecting people who are able, honest, and hard-working.
Having first-rate people on the team is more important than de-
signing hierarchies and clarifying who reports to whom about what
and at what times.
     Special attention must be paid to selecting a CEO because of
three major differences Buffett identifies between CEOs and other
employees. First, standards for measuring a CEO's performance
are inadequate or easy to manipulate, so a CEO's performance is
harder to measure than that of most workers. Second, no one is
senior to the CEO, so no senior person's performance can be mea-
sured either. Third, a board of directors cannot serve that senior
role since relations between CEOs and boards are conventionally
congenial.
     Major reforms are often directed toward aligning management
and shareholder interests or enhancing board oversight of CEO
performance. Stock options for management were touted as one
method; greater emphasis on board processes was another. Sepa-
rating the identities and functions of the Chairman of the Board
and the CEO or appointment of standing audit, nominating and
compensation committees were also heralded as promising re-
forms. None of these innovations has solved governance problems,
however, and some have exacerbated them.
             THE ESSAYS OF WARREN BUFFETT
1997]                                                               9

     The best solution, Buffett instructs, is to take great care in
identifying CEOs who will perform capably regardless of weak
structural restraints. Outstanding CEOs do not need a lot of
coaching from owners, although they can benefit from having a
similarly outstanding board. Directors therefore must be chosen
for their business savvy, their interest, and their owner-orientation.
According to Buffett, one of the greatest problems among boards
in corporate America is that members are selected for other rea-
sons, such as adding diversity or prominence to a board.
     Most reforms are painted with a broad brush, without noting
the major differences among types of board situations that Buffett
identifies. For example, director power is weakest in the case
where there is a controlling shareholder who is also the manager.
When disagreements arise between the directors and management,
there is little a director can do other than to object and, in serious
circumstances, resign. Director power is strongest at the other ex-
treme, where there is a controlling shareholder who does not par-
ticipate in management. The directors can take matters directly to
the controlling shareholder when disagreement arises.
     The most common situation, however, is a corporation without
a controlling shareholder. This is where management problems are
most acute, Buffett says. It would be helpful if directors could sup-
ply necessary discipline, but board congeniality usually prevents
that. To maximize board effectiveness in this situation, Buffett be-
lieves the board should be small in size and composed mostly of
outside directors. The strongest weapon a director can wield in
these situations remains his or her threat to resign.
     All these situations do share a common characteristic: the ter-
rible manager is a lot easier to confront or remove than the medio-
cre manager. A chief problem in all governance structures, Buffett
emphasizes, is that in corporate America evaluation of chief execu-
tive officers is never conducted in regular meetings in the absence
of that chief executive. Holding regular meetings without the chief
executive to review his or her performance would be a marked im-
provement in corporate governance.
     Evaluating CEO performance is even harder than it may
seem. Both short-term results and potential long-term results must
 be assessed. If only short-term results mattered, many managerial
 decisions would be much easier, particularly those relating to busi-
 nesses whose economic characteristics have eroded. For an ex-
 treme but not atypical example, consider Al Dunlap's aggressive
 plan to turn around ailing Sunbeam. Dunlap fired half of Sun-
10                                                          [VoL 19:1
                    CARDOZO LAW REVIEW

beam's workers and closed or consolidated more than half its facili-
ties, including some engaged in the textile business in New
England. Boasting that he was attacking the entire company, Dun-
lap declared that his plan was as carefully plotted as the invasion of
Normandy. Driven solely by the primacy of the short-term bottom
line, that decision was easy.
     The decision is much harder, however, if you recognize that
superior long-term results can flow from earning the trust of social
communities, as Buffett's consideration of the anxieties of plant
closings suggests. The economic characteristics of Berkshire's old
textile business had begun to erode by the late 1970s. Buffett had
hoped to devise a reversal of its misfortunes, noting how important
Berkshire's textile business was to its employees and local commu-
nities in New England, and how able and understanding manage-
ment and labor had been in addressing the economic difficulties.
Buffett kept the ailing plant alive through 1985, but a financial re-
versal could not be achieved and Buffett eventually closed it.
Whether Buffett would approve of Dunlap-style short-termism is
not clear, but his own style of balancing short-term results with
long-term prospects based on community trust is certainly differ-
ent. It is not easy, but it is intelligent.
     Sometimes management interests conflict with shareholder in-
terests in subtle or easily disguised ways. Take corporate philan-
thropy, for example. At most major corporations, management
allocates a portion of corporate profit to charitable concerns. The
charities are chosen by management, for reasons often unrelated
either to corporate interests or shareholder interests. Most state
laws permit management to make these decisions, so long as aggre-
gate annual donations are reasonable in amount, usually not
greater than 10% of annual net profits.
     Berkshire does things differently. Shareholders designate
charities to which the corporation donates. Nearly all shareholders
participate in allocating millions of dollars per year to charitable
organizations of their choice. This is an imaginative practical re-
sponse to a tension that is at the core of the management-share-
holder relationship. It is surprising that other American
corporations do not follow this model of corporate charitable giv-
ing. Part of the reason may be the lack of long-term ownership
orientation that characterizes the shareholder profiles of many
American corporations. If so, this demonstrates a cost of the short-
term mentality of America's investment community.
                                                                     11
             THE ESSAYS OF WARREN BUFFETT
1997]

     The plan to align management and shareholder interests by
awarding executives stock options not only was oversold, but also
subtly disguised a deeper division between those interests that the
options created. Many corporations pay their managers stock op-
tions whose value increases simply by retention of earnings, rather
than by superior deployment of capitaL As Buffett explains, how-
ever, simply by retaining and reinvesting earnings, managers can
report annual earnings increases without so much as lifting a finger
to improve real returns on capitaL Stock options thus often rob
shareholders of wealth and allocate the booty to executives. More-
over, once granted, stock options are often irrevocable, uncondi-
tional, and benefit managers without regard to individual
performance.
     It is possible to use stock options to instill a managerial culture
that encourages owner-like thinking, Buffett agrees. But the align-
ment will not be perfect. Shareholders are exposed to the down-
side risks of sub-optimal capital deployment in a way that an
option holder is not. Buffett therefore cautions shareholders who
are reading proxy statements about approving option plans to be
aware of the asymmetry in this kind of alignment. Many share-
holders rationally ignore proxy statements, but this subject should
really be on the front-burner of shareholders, particularly share-
holder institutions that periodically engage in promoting corporate
governance improvements.
     Buffett emphasizes that performance should be the basis for
executive pay decisions. Executive performance should be mea-
sured by profitability, after profits are reduced by a charge for the
capital employed in the relevant business or earnings retained by it.
If stock options are used, they should be related to individual per-
formance, rather than corporate performance, and priced based on
business value. Better yet, as at Berkshire, stock options should
simply not be part of an executive's compensation. After all, ex-
ceptional managers who earn cash bonuses based on the perform-
ance of their own business can simply buy stock if they want to; if
they do, they "truly walk in the shoes of owners," Buffett says.

              CORPORATE FINANCE AND INVESTING

     The most revolutionary investing ideas of the past thirty years
were those called modern finance theory. This is an elaborate set
of ideas that boil down to one simple and misleading practical im-
plication: it is a waste of time to study individual investment oppor-
tunities in public securities. According to this view, you will do
12                  CARDOZO LAW REVIEW                      [Vol. 19:1

better by randomly selecting a group of stocks for a portfolio by
throwing darts at the stock tables than by thinking about whether
individual investment opportunities make sense.
     One of modern finance theory's main tenets is modern portfo-
lio theory. It says that you can eliminate the peculiar risk of any
security by holding a diversified portfolio-that is, it formalizes the
folk slogan "don't put all your eggs in one basket." The risk that is
left over is the only risk for which investors will be compensated,
the story goes.
     This leftover risk can be measured by a simple mathematical
term-called beta-that shows how volatile the security is com-
pared to the market. Beta measures this volatility risk well for se-
curities that trade on efficient markets, where information about
publicly traded securities is swiftly and accurately incorporated
into prices. In the modern finance story, efficient markets rule.
     Reverence for these ideas was not limited to ivory tower aca-
demics, in colleges, universities, business schools, and law schools,
but became· standard dogma throughout financial America in the
past thirty years, from Wall Street to Main Street. Many profes-
sionals still believe that stock market prices always accurately re-
flect fundamental values, that the only risk that matters is the
volatility of prices, and that the best way to manage that risk is to
invest in a diversified group of stocks.
     Being part of a distinguished line of investors stretching back
to Graham and Dodd which debunks standard dogma by logic and
experience, Buffett thinks most markets are not purely efficient
and that equating volatility with risk is a gross distortion. Accord-
ingly, Buffett worried that a whole generation of MBAs and lDs,
under the influence of modern finance theory, was at risk of learn-
ing the wrong lessons and missing the important ones.
     A particularly costly lesson of modern finance theory came
from the proliferation of portfolio insurance-a computerized
technique for readjusting a portfolio in declining markets. The
promiscuous use of portfolio insurance helped precipitate the stock
market crash of October 1987, as well as the market break of Octo-
ber 1989. It nevertheless had a silver lining: it shattered the mod-
ern finance story being told in business and law schools and
faithfully being followed by many on Wall Street. Ensuing market
volatility could not be explained by modern finance theory, nor
could mountainous other phenomena relating to the behavior of
small capitalization stocks, high dividend-yield stocks, and stocks
with low price-earnings ratios. Growing numbers of skeptics
             THE ESSAYS OF WARREN BUFFETT                            13
1997]

emerged to say that beta does not really measure the investment
risk that matters, and that capital markets are really not efficient
enough to make beta meaningful anyway.
      In stirring up the discussion, people started noticing Buffett's
record of successful investing and calling for a return to the Gra-
ham-Dodd approach to investing and business. After all, for more
than forty years Buffett has generated average annual returns of
20% or better, which double the market average. For more than
twenty years before that, Ben Graham's Graham-Newman Corp.
had done the same thing. As Buffett emphasizes, the stunning per-
formances at Graham-Newman and at Berkshire deserve respect:
the sample sizes were significant; they were conducted over an ex-
tensive time period, and were not skewed by a few fortunate exper-
iences; no data-mining was involved; and the performances were
longitudinal, not selected by hindsight.
      Threatened by Buffett's performance, stubborn devotees of
modern finance theory resorted to strange explanations for his suc-
cess. Maybe he is just lucky-the monkey who typed out Ham-
let-or maybe he has inside access to information that other
investors do not. In dismissing Buffett, modern finance enthusiasts
still insist that an investor's best strategy is to diversify based on
betas or dart throwing, and constantly reconfigure one's portfolio
of investments.
      Buffett responds with a quip and some advice: the quip is that
devotees of his investment philosophy should probably endow
chairs to ensure the perpetual teaching of efficient market dogma;
the advice is to ignore modern finance theory and other quasi-so-
phisticated views of the market and stick to investment knitting.
That can best be done for many people through long-term invest-
ment in an index fund. Or it can be done by conducting hard-
headed analyses of businesses within an investor's competence to
evaluate. In that kind of thinking, the risk that matters is not beta
or volatility, but the possibility of loss or injury from an investment.
      Assessing that kind of investment risk requires thinking about
a company's management, products, competitors, and debt levels.
The inquiry is whether after-tax returns on an investment are at
least equal to the purchasing power of the initial investment plus a
fair rate of return. The primary relevant factors are the long-term
economic characteristics of a business, the quality and integrity of
its management, and future levels of taxation and inflation. Maybe
these factors are vague, particularly compared with the seductive
                   CARDOZO LAW REVIEW                       [Vol. 19:1
14

precision of beta, but the point is that judgments about such mat-
ters cannot be avoided, except to an investor's disadvantage.
     Buffett points out the absurdity of beta by observing that "a
stock that has dropped very sharply compared to the market ...
becomes 'riskier' at the lower price than it was at the higher
price"-that is how beta measures risk. Equally unhelpful, beta
cannot distinguish the risk inherent in "a single-product toy com-
pany selling pet rocks or hula hoops from another toy company
whose sole product is Monopoly or Barbie." But ordinary inves-
tors can make those distinctions by thinking about consumer be-
havior and the way consumer products companies compete, and
can also figure out when a huge stock-price drop signals a buying
opportunity.
     Contrary to modern finance theory, Buffett's investment knit-
ting does not prescribe diversification. It may even call for concen-
tration, if not of one's portfolio, then at least of its owner's mind.
As to concentration of the portfolio, Buffett reminds us that
Keynes, who was not only a brilliant economist but also a brilliant
investor, believed that an investor should put fairly large sums into
two or three businesses he knows something about and whose
management is trustworthy. On that view, risk rises when invest-
ments and investment thinking are spread too thin. A strategy of
financial and mental concentration may reduce risk by raising both
the intensity of an investor's thinking about a business and the
comfort level he must have with its fundamental characteristics
before buying it.
     The fashion of beta, according to Buffett, suffers from inatten-
tion to "a fundamental principle: It is better to be approximately
right than precisely wrong." Long-term investment success de-
pends not on studying betas and maintaining a diversified portfo-
lio, but on recognizing that as an investor, one is the owner of a
business. Reconfiguring a portfolio by buying and selling stocks to
accommodate the desired beta-risk profile defeats long-term in-
vestment success. Such "flitting from flower to flower" imposes
huge transaction costs in the forms of spreads, fees and commis-
sions, not to mention taxes. Buffett jokes that calling someone who
trades actively in the market an investor "is like calling someone
who repeatedly engages in one-night stands a romantic." Invest-
ment knitting turns modern finance theory's folk wisdom on its
head: instead of "don't put all your eggs in one basket," we get
Mark Twain's advice from Pudd'nhead Wilson: "Put all your eggs
in one basket-and watch that basket."
1997]                                                              15
             THE ESSAYS OF WARREN BUFFETT



      Buffett learned the art of investing from Ben Graham as a
graduate student at Columbia Business School in the 1950s and
later working at Graham-Newman. In a number of classic works,
including The Intelligent Investor, Graham introduced some of the
most profound investment wisdom in history. It rejects a prevalent
but mistaken mind-set that equates price with value. On the con-
trary, Graham held that price is what you pay and value is what
you get. These two things are rarely identical, but most people
rarely notice any difference.
      One of Graham's most profound contributions is a character
who lives on Wall Street, Mr. Market. He is your hypothetical
business partner who is daily willing to buy your interest in a busi-
ness or sell you his at prevailing market prices. Mr. Market is
moody, prone to manic swings from joy to despair. Sometimes he
offers prices way higher than value; sometimes he offers prices way
lower than value. The more manic-depressive he is, the greater the
spread between price and value, and therefore the greater the in-
vestment opportunities he offers. Buffett reintroduces Mr. Market,
emphasizing how valuable Graham's allegory of the overall market
is for disciplined investment knitting-even though Mr. Market
would be unrecognizable to modern finance theorists.
      Another leading prudential legacy from Graham is his margin-
of-safety principle. This principle holds that one should not make
an investment in a security unless there is a sufficient basis for be-
lieving that the price being paid is substantially lower than the
value being delivered. Buffett follows the principle devotedly, not-
ing that Graham had said that if forced to distill the secret of sound
investment into three words, they would be: margin of safety.
Over forty years after first reading that, Buffett still thinks those
are the right words. While modern finance theory enthusiasts cite
market efficiency to deny there is a difference between price (what
you pay) and value (what you get), Buffett and Graham regard it as
all the difference in the world.
     That difference also shows that the term "value investing" is a
redundancy. All true investing must be based on an assessment of
the relationship between price and value. Strategies that do not
employ this comparison of price and value do not amount to in-
vesting at all, but to speculation-the hope that price will rise,
rather than the conviction that the price being paid is lower than
the value being obtained. Many professionals make another com-
mon mistake, Buffett notes, by distinguishing between "growth in-
16                                                         [Vol. 19:1
                   CARDOZO LAW REVIEW

vesting" and "value investing." Growth and value, Buffett says, are
not distinct. They are integrally linked since growth must be
treated as a component of value.
      Nor does the phrase "relational investing" resonate with Buf-
fett. The term became popular on Wall Street and in the academy
in the mid-1990s, describing a style of investing that is designed to
reduce the costs of the separation of shareholder ownership from
managerial control by emphasizing shareholder involvement and
monitoring of management. Many people incorrectly identified
Buffett and Berkshire as exemplars of this descriptive label. It is
true that Buffett buys big blocks in a few companies and sticks
around a long time. He also only invests in businesses run by peo-
ple he trusts. But that is about as far as the similarity goes. If
Buffett were pressed to use an adjective to describe his investment
style, it would be something like "focused" or "intelligent" invest-
ing. Yet even these words ring redundant; the unadorned term in-
vestor best describes Buffett.
      Other misuses of terms include blurring the difference be-
tween speculation and arbitrage as methods of sound cash manage-
ment; the latter being very important for companies like Berkshire
that generate substantial excess cash. Both speculation and arbi-
trage are ways to use excess cash rather than hold it in short-term
cash equivalents such as commercial paper. Speculation describes
the use of cash to bet on lots of corporate events based on rumors
of unannounced coming transactions. Arbitrage, traditionally un-
derstood to mean exploiting different prices for the same thing on
two different markets, for Buffett describes the use of cash to take
short-term positions in a few opportunities that have been publicly
announced. It exploits different prices for the same thing at differ-
ent times. Deciding whether to employ cash this way requires eval-
uating four common-sense questions based on information rather
than rumor: the probability of the event occurring, the time the
funds will be tied up, the opportunity cost, and the downside if the
event does not occur.
      In all investment thinking, one must guard against what Buf-
fett calls the "institutional imperative." It is a pervasive force in
which institutional dynamics produce resistance to change, absorp-
tion of available corporate funds, and reflexive approval of sub-
optimal CEO strategies by subordinates. Contrary to what is often
taught in business and law schools, this powerful force often inter-
feres with rational business decision-making. The ultimate result
of the institutional imperative is a follow-the-pack mentality pro-
                                                                   17
             THE ESSAYS OF WARREN BUFFETT
1997]

ducing industry imitators, rather than industry leaders-what Buf-
fett calls a lemming-like approach to business.
      All these investment principles are animated in Buffett's lively
essays on junk and zero-coupon bonds and preferred stock. Chal-
lenging both Wall Street and the academy, Buffett again draws on
Graham's ideas to reject the "dagger thesis" advanced to defend
junk bonds. The dagger thesis, using the metaphor of the intensi-
fied care an automobile driver would take facing a dagger mounted
on the steering wheel, overemphasizes the disciplining effect that
enormous amounts of debt in a capital structure exerts on
management.
     Buffett points to the large numbers of corporations that failed
in the early 1990s recession under crushing debt burdens to dispute
academic research showing that higher interest rates on junk bonds
more than compensated for their higher default rates. He attrib-
utes this error to a flawed assumption recognizable to any first-year
statistics student: that historical conditions prevalent during the
study period would be identical in the future. They would not.
Further illuminating the folly of junk bonds is an essay in this col-
lection by Charlie Munger that discusses Michael Milken's ap-
proach to finance.
      Wall Street tends to embrace ideas based on revenue-generat-
ing power, rather than on financial sense, a tendency that often
perverts good ideas to bad ones. In a history of zero-coupon
bonds, for example, Buffett shows that they can enable a purchaser
to lock in a compound rate of return equal to a coupon rate that a
normal bond paying periodic interest would not provide. Using
zero-coupons thus for a time enabled a borrower to borrow more
without need of additional free cash flow to pay the interest ex-
pense. Problems arose, however, when zero-coupon bonds started
to be issued by weaker and weaker credits whose free cash flow
could not sustain increasing debt obligations. Buffett laments, "as
happens in Wall Street all too often, what the wise do in the begin-
ning, fools do in the end."
      The essays on preferred stock show the art of investing at its
finest, emphasizing the economic characteristics of businesses, the
quality of management, and the difficult judgments that are always
necessary, but not always correct.

                          COMMON STOCK

    Buffett recalls that on the day Berkshire listed on the New
York Stock Exchange in 1988, he told Jimmy Maguire, the special-
18                                                          [Vol. 19:1
                    CARDOZO LAW REVIEW

ist in Berkshire stock, "I will consider you an enormous success if
the next trade in this stock is about two years from now." While
Buffett jokes that Maguire "didn't seem to get enthused about
that," he emphasizes that his mind-set when he buys any stock is "if
we aren't happy owning a piece of that business with the Exchange
closed, we're not happy owning it with the Exchange open." Berk-
shire and Buffett are investors for the long haul; Berkshire's capital
structure and dividend policy prove it.
      Unlike many CEOs, who desire their company's stock to trade
at the highest possible prices in the market, Buffett prefers Berk-
shire stock to trade at or around its intrinsic value-neither materi-
ally higher nor lower. Such linkage means that business results
during one period will benefit the people who owned the company
during that period. Maintaining the linkage requires a shareholder
group with a collective long-term, business-oriented investment
philosophy, rather than a short-term, market-oriented strategy.
      Buffett notes Phil Fisher's suggestion that a company is like a
restaurant, offering a menu that attracts people with particular
tastes. Berkshire's long-term menu emphasizes that the costs of
trading activity can impair long-term results. Indeed, Buffett esti-
mates that the transaction costs of actively traded stocks-broker
commissions and market-maker spreads-often amount to 10% or
more of earnings. Avoiding or minimizing such costs is necessary
for long-term investment success, and Berkshire's listing on the
New York Stock Exchange helped contain those costs.
      Corporate dividend policy is a major capital allocation issue,
always of interest to investors but infrequently explained to them.
Buffett's essays clarify this subject, emphasizing that "capital allo-
cation is crucial to business and investment management." In early
1998, Berkshire's common stock was priced in the market at over
$50,000 per share and the company's book value, earnings, and in-
trinsic value have steadily increased well in excess of average an-
nual rates. Yet the company has never effected a stock split, and
has not paid a cash dividend in three decades.
      Apart from reflecting the long-term menu and minimization of
transaction costs, Berkshire's dividend policy also reflects Buffett's
conviction that a company's earnings payout versus retention deci-
sion should be based on a single test: each dollar of earnings should
be retained if retention will increase market value by at least a like
amount; otherwise it should be paid out. Earnings retention is jus-
tified only when "capital retained produces incremental earnings
equal to, or above, those generally available to investors."
             THE ESSAYS OF WARREN BUFFETT
1997]                                                             19

     Like many of Buffett's simple rules, this one is often ignored
by corporate managers, except of course when they make dividend
decisions for their subsidiaries. Earnings are often retained for
non-owner reasons, such as expanding the corporate empire or fur-
nishing operational comfort for management.
     Things are so different at Berkshire, Buffett said at the sympo-
sium, that under his test Berkshire "might distribute more than
100% of the earnings," to which Charlie Munger chimed in
"You're damn right." That has not been necessary, however, for
throughout Buffett's stewardship at Berkshire, opportunities for
superior returns on capital have been discovered, and exploited.
     Stock splits are another common action in corporate America
that Buffett points out disserve owner interests. Stock splits have
three consequences: they increase transaction costs by promoting
high share turnover; they attract shareholders with short-term,
market-oriented views who unduly focus on stock market prices;
and, as a result of both of those effects, they lead to prices that
depart materially from intrinsic business value. With no offsetting
benefits, splitting Berkshire's stock would be foolish. Not only
that, Buffett adds, it would threaten to reverse three decades of
hard work that has attracted to Berkshire a shareholder group
comprised of more focused and long-term investors than probably
any other major public corporation.
     Two important consequences have followed from Berkshire's
high stock price and its dividend policy. First, the extraordinarily
high share price impaired the ability of Berkshire shareholders to
effect gifts of their equity interest to family members or friends,
though Buffett has offered a few sensible strategies like bargain
sales to donees to deal with that. Second, Wall Street engineers
tried to create securities that would purport to mimic Berkshire's
performance and that would be sold to people lacking an under-
standing of Berkshire, its business, and its investment philosophy.
     In response to these consequences, Buffett and Berkshire did
an ingenious thing. In mid-1996, Berkshire effected a recapitaliza-
tion by creating a new class of stock, called the Class B shares, and
sold it to the public. The Class B shares have 1I30th the rights of
the existing Class A shares, except with respect to voting rights
they have 1/200th of those of the A shares; and the Class B shares
are not eligible to participate in the Berkshire charitable contribu-
tions program. Accordingly, the Class B shares should (and do)
trade somewhere in the vicinity of 1I30th of the market price of the
Class A shares.
20                 CARDOZO LAW REVIEW                       [Vol. 19:1

     The Class A shares are convertible into Class B shares, giving
Berkshire shareholders a do-it-yourself mechanism to effect a
stock-split to facilitate gift giving and so on. More importantly, the
Berkshire recapitalization would halt the marketing of Berkshire
clones that contradict all the basic principles Buffett believes in.
These clones-investment trusts that would buy and sell Berkshire
shares according to demand for units in the trust-would have im-
posed costs on shareholders. If held by people who do not under-
stand Berkshire's business or philosophy, they would have caused
spikes in Berkshire's stock price, producing substantial deviations
between price and value.
     The Class B shares are designed to be attractive only to inves-
tors who share Buffett's philosophy of focused investing. For ex-
ample, in connection with the offering of the Class B shares,
Buffett and Munger emphasized that Berkshire stock was, at that
time, not undervalued in the market. They said that neither of
them would buy the Class A shares at the market price nor the
Class B shares at the offering price. The message was simple: do
not buy these securities unless you are prepared to hold them for
the long term. The effort to attract only long-term investors to the
Class B shares appears to have worked: trading volume in the
shares after the offering was far below average for Big Board
stocks.
     Some expressed surprise at Buffett and Munger's cautionary
statement, since most managers tell the market that newly-issued
equity in their companies is being offered at a very good price.
You should not be surprised by Buffett and Munger's disclosure,
however. A company that sells its stock at a price less than its
value is stealing from its existing shareholders. Quite plausibly,
Buffett considers that a crime.

                   MERGERS AND ACQUISITIONS

     Berkshire's acquisition policy is the double-barreled approach:
buying portions or all of businesses with excellent economic char-
acteristics and run by managers Buffett and Munger like, trust, and
admire. Contrary to common practice, Buffett argues that in buy-
ing all of a business, there is rarely any reason to pay a premium.
     The rare cases involve businesses with franchise characteris-
tics-those that can raise prices rather easily and only require in-
cremental capital investment to increase sales volume or market
share. Even ordinary managers can operate franchise businesses to
generate high returns on capital. The second category of rare cases
                                                                     21
1997]        THE ESSAYS OF WARREN BUFFETT

is where extraordinary managers exist who can achieve the difficult
feat of identifying underperforming businesses, and apply ex-
traordinary talent to unlock hidden value.
      These two categories are extremely limited, and certainly do
not explain the hundreds of high-premium takeovers that occur an-
nually. Buffett attributes high-premium takeovers outside those
unusual categories to three motives of buying-managers: the thrill
of an acquisition, the thrill of enhanced size, and excessive opti-
mism about synergies.
      In paying for acquisitions, Berkshire issues stock only when it
receives as much in business value as it gives. Many other buyers,
when not using cash or debt, violate this simple rule. Buffett notes
that sellers in stock acquisitions measure the purchase price by the
market price of the buyer's stock, not by its intrinsic value. If a
buyer's stock is trading at a price equal to, say, half its intrinsic
value, then a buyer who goes along with that measure gives twice
as much in business value as it is getting. Its manager, usually ra-
tionalizing his or her actions by arguments about synergies or size,
is elevating thrill or excessive optimism above shareholder
interests.
      Moreover, acquisitions paid for in stock are too often (almost
always) described as "buyer buys seller" or "buyer acquires seller."
Buffett suggests clearer thinking would follow from saying "buyer
sells part of itself to acquire seller," or something of the sort. After
all, that is what is happening; and it would enable one to evaluate
what the buyer is giving up to make the acquisition.
      If the worst thing to do with undervalued stock is to use it to
pay for an acquisition, the best thing is to buy it back. Obviously, if
a stock is selling in the market at half its intrinsic value, the com-
pany can buy $2 in value by paying $1 in cash. There would rarely
be better uses of capital than that. Yet many more undervalued
shares are paid to effect value-destroying stock acquisitions than
are repurchased in value-enhancing stock buy-backs.
      In contrast to sensible repurchases of undervalued stock,
which serve owner interests, Buffett condemns management repur-
chases from individuals at premium prices to fend off unwanted
acquisition overtures. Buffett forcibly shows that this practice of
greenmail is simply another form of corporate robbery.
      Nearly as reprehensible, a second Charlie Munger essay in this
collection explains, were the cascades of leveraged buy-outs in the
1980s. Permissive laws made LBOs hugely profitable, Munger tells
us, but the LBOs weakened corporations, put a heavy premium on
22                                                         [Vol. 19:1
                   CARDOZO LAW REVIEW

cash generation to pay for enormous debt obligations, and raised
the average cost of acquisitions.
     Value-enhancing acquisitions are hard enough to find without
the added burden of higher average costs for all of them. Indeed,
most acquisitions are value-decreasing, Buffett says. Finding the
best value-enhancing transactions requires concentrating on oppor-
tunity costs, measured principally against the alternative of buying
small pieces of excellent businesses through stock market
purchases. Such concentration is alien to the manager obsessed
with synergies and size, but a vital part of Berkshire's double-bar-
reled investment approach.
     Berkshire has additional advantages in acquisitions: a high
quality stock to pay with and a substantial amount of managerial
autonomy to offer once a deal is done-both rare in an acquiring
company, Buffett says. Buffett also puts his money where his
mouth is, reminding prospective sellers that Berkshire has acquired
many of its businesses from family or other closely-held groups,
and inviting them to check with every previous seller about Berk-
shire's initial promises measured against its later actions.

                   ACCOUNTING AND TAXATION

     Buffett's essays provide an entertaining and illuminating tuto-
rial on understanding and using financial information. In dissect-
ing significant aspects of generally accepted accounting principles
(GAAP), Buffett shows both their importance and limits in under-
standing any business or investment. Buffett demystifies key topics
that highlight the important differences between accounting earn-
ings and economic earnings, between accounting goodwill and eco-
nomic goodwill, and between accounting book value and intrinsic
value. These are essential tools for any investor's or manager's val-
uation toolbox.
     The most basic point to understand about accounting is that it
is a form. As a form, it can be manipulated. Buffett shows just
how severe the manipulation can be with a satire written by Ben
Graham in the 1930s. The advanced bookkeeping methods Gra-
ham presents enable his phantom US Steel to report "phenome-
nally enhanced" earnings without cash outlays or changes in
operating conditions or sales. Except in its lampooning spirit, Gra-
ham's illustration of accounting chicanery is not all that different
from what is often seen coming out of corporate America.
     Buffett emphasizes that useful financial statements must en-
able a user to answer three basic questions about a business: ap-
             THE ESSAYS OF WARREN BUFFETT
1997]                                                              23

proximately how much a company is worth, its likely ability to
meet its future obligations, and how good a job its managers are
doing in operating the business. Buffett laments that GAAP con-
ventions make these determinations difficult, and indeed almost
any accounting system will be hard pressed to furnish completely
accurate answers given the complexities of business. Acknowledg-
ing the monumental difficulty of inventing an accounting system
superior to GAAP, Buffett articulates a range of concepts that go a
longer way toward making financial information useful to investors
and managers.
      Consider a concept Buffett calls "look-through earnings."
GAAP investment accounting calls for using the consolidation
method for majority-owned equity, which means full reporting of
all line items from the investee's financial statements on the par-
ent's. For equity investments from 20% to 50%, GAAP calls for
reporting the investor's proportionate share of earnings of the in-
vestee on its statements; for investments of less than 20%, GAAP
provides that only dividends actually received by the investor be
recorded, rather than any share of the investee's earnings. These
accounting rules obscure a major factor in Berkshire's economic
performance: the earnings generated by its investee companies are
an enormous part of Berkshire's value, but would not be reported
on its financial statements prepared using GAAP.
      Recognizing that it is not the size of an equity investment that
determines its value, but how the undistributed earnings are
deployed, Buffett develops the concept of look-through earnings to
gauge Berkshire's economic performance. Look-through earnings
add to Berkshire's own net earnings the undistributed earnings in
investee companies, less an incremental amount for taxes. Look-
through earnings are not different from GAAP earnings for many
businesses. But they are for Berkshire and probably are for many
individual investors. Accordingly, individuals can adopt a similar
approach for their own portfolios and try to design a portfolio that
delivers the highest possible look-through earnings over the long
term.
      The difference between accounting goodwill and economic
goodwill is well-known, but Buffett's lucidity makes the subject re-
freshing. Accounting goodwill is essentially the amount by which
the purchase price of a business exceeds the fair value of the assets
acquired (after deducting liabilities). It is recorded as an asset on
the balance sheet and then amortized as an annual expense, usually
24                  CARDOZO LAW REVIEW                       [Vol. 19:1

over forty years. So the accounting goodwill assigned to that busi-
ness decreases over time by the aggregate amount of that expense.
      Economic goodwill is something else. It is the combination of
intangible assets, like brand name recognition, that enable a busi-
ness to produce earnings on tangible assets, like plant and equip-
ment, in excess of average rates. The amount of economic goodwill
is the capitalized value of that excess. Economic goodwill tends to
increase over time, at least nominally in proportion to inflation for
mediocre businesses, and more than that for businesses with solid
economic or franchise characteristics. Indeed, businesses with
more economic goodwill relative to tangible assets are hurt far less
by inflation than businesses with less of that.
      These differences between accounting goodwill and economic
goodwill entail the following insights. First, the best guide to the
value of a business's economic goodwill is what it can earn on un-
leveraged net tangible assets, excluding charges for amortization of
goodwill. Therefore when a business acquires other businesses,
and the acquisitions are reflected in an asset account called good-
will, analysis of that business should ignore the amortization
charges. Second, since economic goodwill should be measured at
its full economic cost, i.e., before amortization, evaluation of a pos-
sible business acquisition should be conducted without regard to
those amortization charges as well.
      Buffett emphasizes, however, that the same does not hold for
depreciation charges-these should not be ignored because they
are real economic costs. He makes this point in explaining why
Berkshire always shows its shareholders the results of operations
with respect to acquired businesses net of any purchase price ad-
justments GAAP requires.
      It is common on Wall Street to value businesses using a calcu-
lation of cash flows equal to (a) operating earnings plus (b) depre-
ciation expense and other non-cash charges. Buffett regards that
calculation as incomplete. After taking (a) operating earnings and
adding back (b) non-cash charges, Buffett argues that you must
then subtract something else: (c) required reinvestment in the busi-
ness. Buffett defines (c) as "the average amount of capitalized ex-
penditures for plant and equipment, etc., that the business requires
to fully maintain its long-term competitive position and its unit vol-
ume." Buffett calls the result of (a) + (b) - (c) "owner earnings."
      When (b) and (c) differ, cash flow analysis and owner earnings
analysis differ too. For most businesses, (c) usually exceeds (b), so
cash flow analysis usually overstates economic reality. In all cases
1997]        THE ESSAYS OF WARREN BUFFETT                         25

where (c) differs from (b), calculation of owner earnings enables
one to appraise performance more accurately than would analysis
of GAAP earnings, or cash flows affected by purchase price ac-
counting adjustments. That is why Berkshire supplementally re-
ports owner earnings for its acquired businesses, rather than rely
solely on GAAP earnings figures, or cash flow figures.
     A final example of Buffett's specialized toolkit is intrinsic
value, "the discounted value of the cash that can be taken out of a
business during its remaining life." Though simple to state, calcu-
lating intrinsic value is neither easy nor objective. It depends on
estimation of both future cash flows and interest rate movements.
But it is what ultimately matters about a business. Book value, in
contrast, is easy to calculate, but of limited use. So too with market
price, at least for most companies. Differences between intrinsic
value and book value and market price may be hard to pin down.
They can go either way, but there will almost certainly be
differences.
     GAAP has enough trouble. Yet two groups of people make it
worse: those who try to overcome GAAP requirements by stretch-
ing their accounting imagination, and those who deliberately em-
ploy GAAP to facilitate financial fraud. The former is especially
hard to deal with, as Buffett suggests in illustrating how debate on
accounting for retiree benefits and stock options revealed the paro-
chialism of many executives and accountants. For example, criti-
cizing the view against treating stock options as expenses when
granted, Buffett delivers this laconic argument: "If options aren't a
form of compensation, what are they? If compensation isn't an ex-
pense, what is? And, if expenses shouldn't go into the calculation
of earnings, where in the world should they go?"
     Parochial positions on accounting can be economically disas-
trous, as the debate over accounting for retiree health care benefits·
attests. Until 1992, businesses that promised to pay for health care
services to retired employees were not required by GAAP to rec-
ord the associated obligation as a liability on their balance sheets.
It thus made it easy to make such financial commitments, and
many businesses made far more generous commitments to cover
retiree health benefits than they would have had they been re-
quired to report the obligation. One consequence was a wave of
bankruptcies, as businesses failed to meet their mounting and ma-
turing obligations.
     One clear lesson from Buffett's discussions of financial infor-
mation is that accounting has inherent limits, even though it is ab-
26                  CARDOZO LAW REVIEW                      [Vol. 19:1

solutely essential. Despite enormous managerial leeway in
reporting earnings and potential abuse, financial information can
be of great use to investors. Buffett uses it every day, and has allo-
cated billions of dollars doing it. So it is possible to make impor-
tant investment decisions on the basis of available financial
information if one exercises knowledgeable judgment. That judg-
ment may include making adjustments to determine look-through
earnings, owner earnings, and intrinsic value, and to show the real
costs of stock options or other obligations that GAAP does not
require to be recorded on the financial statements.
     Bringing this collection full circle, the concluding essays note
the obvious but often overlooked tax advantages of long-term in-
vestment. Linking life's two certainties, the final essay includes
one of Buffett's many jokes about his personal longevity: if en-
joying life promotes longevity, he is jeopardizing Methuselah's rec-
ord (969 years). At the symposium featuring this collection,
someone asked what effect Buffett's death would have on Berk-
shire stock. Another answered, "a negative effect." Without miss-
ing a beat, Buffett quipped: "It won't be as negative for the holders
as it will be for me."

     The prominence of accounting discussions in Buffett's essays
underscores that accounting policy and accounting decisions mat-
ter. That position is supported by Graham-Dodd fundamental val-
uation analysis. Yet it conflicts with modern finance theory's view
that efficient markets will pierce accounting conventions to pro-
duce prices equal to values, and it also goes against the grain of
what many MBA and JD students have been taught in the past few
decades.
     Buffett's essays can reeducate a generation of students, and
continue the education of others. That is important because the
gospel of modern finance theory that swept America in the past
thirty years is still commonly preached. A lemming-like willing-
ness to follow the crowd endures. Entailing the destruction of both
leadership and independent thought, that weakness is the intellec-
tual foe in the struggle Buffett's essays wage for intelligent and fo-
cused investing. While the battle remains to be won, this
compendium is intended to aid in the quest.
                                 PROLOGUE 1

     In some ways, our shareholder group is a rather unusual one,
and this affects our manner of reporting to you. For example, at
the end of each year about 98% of the shares outstanding are held
by people who also were shareholders at the beginning of the year.
Therefore, in our annual report we build upon what we have told
you in previous years instead of restating a lot of material. You get
more useful information this way, and we don't get bored.
     Furthermore, perhaps 90% of our shares are owned by inves-
tors for whom Berkshire is their largest security holding, very often
far and away the largest. Many of these owners are willing to
spend a significant amount of time with the annual report, and we
attempt to provide them with the same information we would find
useful if the roles were reversed.
     In contrast, we include no narrative with our quarterly reports.
Our owners and managers both have very long time-horizons in
regard to this business, and it is difficult to say anything new or
meaningful each quarter about events of long-term significance.
     But when you do receive a communication from us, it will
come from the fellow you are paying to run the business. Your
Chairman has a firm belief that owners are entitled to hear directly
from the CEO as to what is going on and how he evaluates the
business, currently and prospectively. You would demand that in a
private company; you should expect no less in a public company.
A once-a-year report of stewardship should not be turned over to a
staff specialist or public relations consultant who is unlikely to be
in a position to talk frankly on a manager-to-owner basis.
     We feel that you, as owners, are entitled to the same sort of
reporting by your managers as we feel is owed to us at Berkshire
Hathaway by managers of our business units. Obviously, the de-
gree of detail must be different, particularly where information
would be useful to a business competitor or the like. But the gen-
eral scope, balance, and level of candor should be similar. We
don't expect a public relations document when our operating man-
agers tell us what is going on, and we don't feel you should receive
such a document.
     In large part, companies obtain the shareholder constituency
that they seek and deserve. If they focus their thinking and com-
munications on short-term results or short-term stock market con-

      [1979. Footnotes throughout indicate the year of the annual report from which
   1
essays are taken.]

                                       27
28                 CARDOZO LAW REVIEW                       [Vol. 19:1

sequences they will, in large part, attract shareholders who focus
on the same factors. And if they are cynical in their treatment of
investors, eventually that cynicism is highly likely to be returned by
the investment community.
     Phil Fisher, a respected investor and author, once likened the
policies of the corporation in attracting shareholders to those of a
restaurant attracting potential customers. A restaurant could seek
a given clientele-patrons of fast foods, elegant dining, Oriental
food, etc.-and eventually obtain an appropriate group of devo-
tees. If the job were expertly done, that clientele, pleased with the
service, menu, and price level offered, would return consistently.
But the restaurant could not change its character constantly and
end up with a happy and stable clientele. If the business vacillated
between French cuisine and take-out chicken, the result would be a
revolving door of confused and dissatisfied customers.
     So it is with corporations and the shareholder constituency
they seek. You can't be all things to all men, simultaneously seek-
ing different owners whose primary interests run from high current
yield to long-term capital growth to stock market pyrotechnics, etc.
     The reasoning of managements that seek large trading activity
in their shares puzzles us. In effect, such managements are saying
that they want a good many of the existing clientele continually to
desert them in favor of new ones-because you can't add lots of
new owners (with new expectations) without losing lots of former
owners.
     We much prefer owners who like our service and menu and
who return year after year. It would be hard to find a better group
to sit in the Berkshire Hathaway shareholder "seats" than those
already occupying them. So we hope to continue to have a very
low turnover among our owners, reflecting a constituency that un-
derstands our operation, approves of our policies, and shares our
expectations. And we hope to deliver on those expectations.
                       I.   CORPORATE GOVERNANCE

      Many annual meetings are a waste of time, both for sharehold-
ers and for management. Sometimes that is true because manage-
ment is reluctant to open up on matters of business substance.
More often a non-productive session is the fault of shareholder
participants who are more concerned about their own moment on
stage than they are about the affairs of the corporation. What
should be a forum for business discussion becomes a forum for the-
atrics, spleen-venting and advocacy of issues. (The deal is irresisti-
ble: for the price of one share you get to tell a captive audience
your ideas as to how the world should be run.) Under such circum-
stances, the quality of the meeting often deteriorates from year to
year as the antics of those interested in themselves discourage at-
tendance by those interested in the business.
      Berkshire's meetings are a different story. The number of
shareholders attending grows a bit each year and we have yet to
experience a silly question or an ego-inspired commentary.2 In-
stead, we get a wide variety of thoughtful questions about the busi-
ness. Because the annual meeting is the time and place for these,
Charlie and I are happy to answer them all, no matter how long it
takes. (We cannot, however, respond to written or phoned ques-
tions at other times of the year; one-person-at-a-time reporting is a
poor use of management time in a company with 3,000 sharehold-
ers.)3 The only business matters that are off limits at the annual
meeting are those about which candor might cost our company real
money. Our activities in securities would be the main example. 4

                        Owner-Related Business Principles 5
                 A.
         Although our form is corporate, our attitude is partnership.
       1.
Charlie Munger and I think of our shareholders as owner-partners,
and of ourselves as managing partners. (Because of the size of our
shareholdings we are also, for better or worse, controlling partners.)
We do not view the company itself as the ultimate owner of our busi-
ness assets but instead view the company as a conduit through which
our shareholders own the assets.

      [Subsequent letters sometimes report on the turnout at prior annual meetings. The
   2
turnout went from 12 at the 1975 meeting to approximately 7,500 at the 1997 meeting, with
steady increases since 1984 averaging about 40% annually.]
    3 [As of 1996, Berkshire Hathaway had 80,000 shareholders.]
    4 [Two introductory paragraphs, 1984.]
    5 [1996 Owner's Manual-originally 1983, and annually from 1988-96.]


                                          29
                    CARDOZO LAW REVIEW                      [VoL 19:1
30

      Charlie and I hope that you do not think of yourself as merely
owning a piece of paper whose price wiggles around daily and that
is a candidate for sale when some economic or political event
makes you nervous. We hope you instead visualize yourself as a
part owner of a business that you expect to stay with indefinitely,
much as you might if you owned a farm or apartment house in
partnership with members of your family. For our part, we do not
view Berkshire shareholders as faceless members of an ever-shift-
ing crowd, but rather as co-venturers who have entrusted their
funds to us for what may well turn out to be the remainder of their
lives.
      The evidence suggests that most Berkshire shareholders have
indeed embraced this long-term partnership concept. The annual
percentage turnover in Berkshire's shares is a small fraction of that
occurring in the stocks of other major American corporations, even
when the shares I own are excluded from the calculation.
      In effect, our shareholders behave in respect to their Berkshire
stock much as Berkshire itself behaves in respect to companies in
which it has an investment. As owners of, say, Coca-Cola or Gil-
lette shares, we think of Berkshire as being a non-managing part-
ner in two extraordinary businesses, in which we measure our
success by the long-term progress of the companies rather than by
the month-to-month movements of their stocks. In fact, we would
not care in the least if several years went by in which there was no
trading, or quotation of prices, in the stocks of those companies. If
we have good long-term expectations, short-term price changes are
meaningless for us except to the extent they offer us an opportunity
to increase our ownership at an attractive price.
      2. In line with Berkshire's owner-orientation, most of our di-
rectors have a major portion of their net worth invested in the com-
pany. We eat our own cooking.
      Charlie's family has 90% or more of its net worth in Berkshire
shares; my wife, Susie, and I have more than 99%. In addition,
many of my relatives-my sisters and cousins, for example-keep a
huge portion of their net worth in Berkshire stock.
      Charlie and I feel totally comfortable with this eggs-in-one-
basket situation because Berkshire itself owns a wide variety of
truly extraordinary businesses. Indeed, we believe that Berkshire
is close to being unique in the quality and diversity of the busi-
nesses in which it owns either a controlling interest or a minority
interest of significance.
1997]            THE ESSAYS OF WARREN BUFFETT                                      31

      Charlie and I cannot promise you results. But we can guaran-
tee that your financial fortunes will move in lockstep with ours for
whatever period of time you elect to be our partner. We have no
interest in large salaries or options or other means of gaining an
"edge" over you. We want to make money only when our partners
do and in exactly the same proportion. Moreover, when I do
something dumb, I want you to be able to derive some solace from
the fact that my financial suffering is proportional to yours.
     3. Our long-term economic goal (subject to some qualifica-
tions mentioned later) is to maximize Berkshire's average annual
rate of gain in intrinsic business value on a per-share basis. We do
not measure the economic significance or performance of Berkshire
by its size; we measure by per-share progress. We are certain that the
rate of per-share progress will diminish in the future-a greatly en-
larged capital base will see to that. But we will be disappointed if
our rate does not exceed that of the average large American
corporation.
     Since that was written at yearend 1983, our intrinsic value (a
topic I'll discuss a bit later)6 has increased at an annual rate of
about 25%, a pace that has definitely surprised both Charlie and
me. Nevertheless the principle just stated remains valid: Operating
with large amounts of capital as we do today, we cannot come close
to performing as well as we once did with much smaller sums. The
best rate of gain in intrinsic value we can even hope for is an aver-
age of 15% per annum, and we may well fall far short of that tar-
get. Indeed, we think very few large businesses have a chance of
compounding intrinsic value at 15% per annum over an extended
period of time. So it may be that we will end up meeting our stated
goal-being above average-with gains that fall significantly short
of 15%.
     4. Our preference would be to reach our goal by directly own-
ing a diversified group of businesses that generate cash and consist-
ently earn above-average returns on capital. Our second choice is to
own parts of similar businesses, attained primarily through
purchases of marketable common stocks by our insurance subsidiar-
ies. The price and availability of businesses and the need for insur-
ance capital determine any given year's capital allocation.
     As has usually been the case, it is easier today to buy small
pieces of outstanding businesses via the stock market than to buy
similar businesses in their entirety on a negotiated basis. Neverthe-

      [See the essay Intrinsic Value, Book Value, and Market Price in Part V.E.]
  6
32                  CARDOZO LAW REVIEW                      [Vol. 19:1

less, we continue to prefer the 100% purchase, and in some years
we get lucky: In 1995, in fact, we made three acquisitions. Though
there will be dry years also, we expect to make a number of acqui-
sitions in the decades to come, and our hope is that they will be
large. If these purchases approach the quality of those we have
made in the past, Berkshire will be well served.
      The challenge for us is to generate ideas as rapidly as we gen-
erate cash. In this respect, a depressed stock market is likely to
present us with significant advantages. For one thing, it tends to
reduce the prices at which entire companies become available for
purchase. Second, a depressed market makes it easier for our in-
surance companies to buy small pieces of wonderful businesses-
including additional pieces of business we already own-at attrac-
tive prices. And third, some of those same wonderful businesses,
such as Coca-Cola and Wells Fargo, are consistent buyers of their
own shares, which means that they, and we, gain from the cheaper
prices at which they can buy.
      Overall, Berkshire and its long-term shareholders benefit from
a sinking stock market much as a regular purchaser of food bene-
fits from declining food prices. So when the market plummets-as
it will from time to time-neither panic nor mourn. It's good news
for Berkshire.
      5. Because of our two-pronged approach to business owner-
ship and because of the limitations of conventional accounting, con-
solidated reported earnings may reveal relatively little about our true
economic performance. Charlie and 1, both as owners and manag-
ers, virtually ignore such consolidated numbers. However, we will
also report to you the earnings of each major business we control,
numbers we consider of great importance. These figures, along with
other information we will supply about the individual businesses,
should generally aid you in making judgments about them.
      To state things simply, we try to give you in the annual report
the numbers and other information that really matter. Charlie and
I pay a great deal of attention to how well our businesses are doing,
and we also work to understand the environment in which each
business is operating. For example, is one of our businesses en-
joying an industry tailwind or is it facing a headwind? Charlie and
I need to know exactly which situation prevails and to adjust our
expectations accordingly. We will also pass along our conclusions
to you.
      Over time, practically all of our businesses have exceeded our
expectations. But occasionally we have disappointments, and we
             THE ESSAYS OF WARREN BUFFETT                             33
1997]

will try to be as candid in informing you about those as we are in
describing the happier experiences. When we use unconventional
measures to chart our progress . . . we will try to explain these
concepts and why we regard them as important. In other words,
we believe in telling you how we think so that you can evaluate not
only Berkshire's businesses but also assess our approach to man-
agement and capital allocation.
     6. Accounting consequences do not influence our operating or
capital-allocation decisions. When acquisition costs are similar, we
much prefer to purchase $2 of earnings that is not reportable by us
under standard accounting principles than to purchase $1 of earn-
ings that is reportable. This is precisely the choice that often faces us
since entire businesses (whose earnings will be fully reportable) fre-
quently sell for double the pro-rata price of small portions (whose
earnings will be largely unreportable). In aggregate and over time,
we expect the unreported earnings to be fully reflected in our intrin-
sic business value through capital gains.
     We attempt to offset the shortcomings of conventional ac-
counting by regularly reporting "look-through" earnings .... The
look-through numbers include Berkshire's own reported operating
earnings, excluding capital gains and purchase-accounting adjust-
ments (an explanation of which occurs later in this message) plus
Berkshire's share of the undistributed earnings of our major inves-
tees-amounts that are not included in Berkshire's figures under
conventional accounting. From these undistributed earnings of our
investees we subtract the tax we would have owed had the earnings
been paid to us as dividends. We also exclude capital gains,
purchase-accounting adjustments and extraordinary charges or
credits from the investee numbers.
     We have found over time that the undistributed earnings of
our investees, in aggregate, have been as fully as beneficial to
Berkshire asif they had been distributed to us (and therefore had
been included in the earnings we officially report). This pleasant
result has occurred because most of our investees are engaged in
truly outstanding businesses that can often employ incremental
capital to great advantage, either by putting it to work in their busi-
nesses or by repurchasing their shares. Obviously, every capital
decision that our investees have made has not benefitted us as
shareholders, but overall we have garnered far more than a dollar
of value for each dollar they have retained. We consequently re-
gard look-through earnings as realistically portraying our yearly
gain from operations.
                    CARDOZO LAW REVIEW                       [Vol. 19:1
34

      In 1992, our look-through earnings were $604 million, and in
that same year we set a goal of raising them by an average of 15%
per annum to $1.8 billion in the year 2000. Since that time, how-
ever, we have issued additional shares-including the B Shares
sold recently-so that we now need look-through earnings of $1.9
billion in 2000 to match the per-share goal we originally were
shooting for. This is a tough target but one we still hope to hit.
      7. We use debt sparingly and, when we do borrow, we attempt
to structure our loans on a long-term fixed-rate basis. We will reject
interesting opportunities rather than over-leverage our balance sheet.
This conservatism has penalized our results but it is the only behav-
ior that leaves us comfortable, considering our fiduciary obligations
to policyholders, lenders and the many equity holders who have
committed unusually large portions of their net worth to our care.
(As one of the Indianapolis "500" winners said: "To finish first, you
must first finish.")
      The financial calculus that Charlie and I employ would never
permit our trading a good night's sleep for a shot at a few extra
percentage points of return. I've never believed in risking what my
family and friends have and need in order to pursue what they
don't have and don't need.
      Besides, Berkshire has access to two low-cost, non-perilous
sources of leverage that allow us to safely own far more assets than
our equity capital alone would permit: deferred taxes and "float,"
the funds of others that our insurance business holds because it
receives premiums before needing to payout losses. Both of these
funding sources have grown rapidly and now total about $12
billion.
      Better yet, this funding to date has been cost-free. Deferred
tax liabilities bear no interest. And as long as we can break even in
our insurance underwriting-which we have done, on the average,
during our 29 years in the business-the cost of the float developed
from that operation is zero. Neither item, it should be understood,
is equity; these are real liabilities. But they are liabilities without
covenants or due dates attached to them. In effect, they give us the
benefit of debt-an ability to have more assets working for us-but
saddle us with none of its drawbacks.
      Of course, there is no guarantee that we can obtain our float in
the future at no cost. But we feel our chances of attaining that goal
are as good as those of anyone in the insurance business. Not only
have we reached the goal in the past (despite a number of impor-
tant mistakes by your Chairman), but have now, with our acquisi-
                                                                    35
             THE ESSAYS OF WARREN BUFFETT
1997]

tion of GEICO, materially improved our prospects for getting
there in the future.
     8. A managerial "wish list" will not be filled at shareholder
expense. We will not diversify by purchasing entire businesses at
control prices that ignore long-term economic consequences to our
shareholders. We will only do with your money what we would do
with our own, weighing fully the values you can obtain by diversify-
ing your own portfolios through direct purchases in the stock mar-
ket.
      Charlie and I are interested only in acquisitions that we be-
lieve will raise the per-share intrinsic value of Berskhire's stock.
The size of our paychecks or our offices will never be related to the
size Berkshire's balance sheet.
     9. We feel noble intentions should be checked periodically
against results. We test the wisdom of retaining earnings by assessing
whether retention, over time, delivers shareholders at least $1 of mar-
ket value for each $1 retained. To date, this test has been met. We
will continue to apply it on a five-year rolling basis. As our net
worth grows, it is more difficult to use retained earnings wisely.
      We continue to pass the test, but the challenges of doing so
have grown more difficult. If we reach the point that we can't cre-
ate extra value by retaining earnings, we will pay them out and let
our shareholders deploy the funds.
      10. We will issue common stock only when we receive as
much in business value as we give. This rule applies to all forms of
issuance-not only mergers or public stock offerings, but stock-for-
debt swaps, stock options, and convertible securities as well. We will
not sell small portions of your company-and that is what the issu-
ance of shares amounts to-on a basis inconsistent with the value of
the entire enterprise.
      When we sold the Class B shares, we stated that Berkshire
stock was not undervalued-and some people found that shocking.
That reaction was not well-founded. Shock should have registered
instead had we issued shares when our stock was undervalued.
Managements that say or imply during a public offering that their
stock is undervalued are usually being economical with the truth or
uneconomical with their existing shareholders' money: Owners un-
fairly lose if their managers deliberately sell assets for 80¢ that in
fact are worth $1. We didn't commit that kind of crime in our re-
cent offering and we never will.
      11. You should be fully aware of one attitude Charlie and I
share that hurts our financial performance: Regardless of price, we
                    CARDOZO LAW REVIEW                       [Vol. 19:1
36

have no interest at all in selling any good businesses that Berkshire
owns. We are also very reluctant to sell sub-par businesses as long as
we expect them to generate at least some cash and as long as we feel
good about their managers and labor relations. We hope not to re-
peat the capital-allocation mistakes that led us into such sub-par
businesses. And we react with great caution to suggestions that our
poor businesses can be restored to satisfactory profitability by major
capital expenditures. (The projections will be dazzling and the ad-
vocates sincere, but, in the end, major additional investment in a ter-
rible industry usually is about as rewarding as struggling in
quicksand.) Nevertheless, gin rummy managerial behavior (discard
your least promising business at each turn) is not our style. We
would rather have our overall results penalized a bit than engage in
that kind of behavior.
     We continue to avoid gin rummy behavior. True, we closed
our textile business in the mid-1980's after 20 years of struggling
with it, but only because we felt it was doomed to run never-ending
operating losses. We have not, however, given thought to selling
operations that would command very fancy prices nor have we
dumped our laggards, though we focus hard on curing the
problems that cause them to lag.
     12. We will be candid in our reporting to you, emphasizing the
pluses and minuses important in appraising business value. Our
guideline is to tell you the business facts that we would want to know
if our positions were reversed. We owe you no less. Moreover, as a
company with a major communications business, it would be inex-
cusable for us to apply lesser standards of accuracy, balance and
incisiveness when reporting on ourselves than we would expect our
news people to apply when reporting on others. We also believe can-
dor benefits us as managers: The CEO who misleads others in pub-
lic may eventually mislead himself in private.
     At Berkshire you will find no "big bath" accounting maneu-
vers or restructuring. And we won't "smooth" quarterly or annual
results: If earnings figures are lumpy when they reach headquar-
ters, they will be lumpy when they reach you. Finally, when the
numbers are a very rough "guesstimate," as they necessarily must
be in insurance reserving, we will try to be both consistent and con-
servative in our approach.
     We will be communicating with you in several ways. Through
the annual report, I try to give all shareholders as much value-de-
fining information as can be conveyed in a document kept to rea-
sonable length. We also try to convey a liberal quantity of
             THE ESSAYS OF WARREN BUFFETT
1997]                                                               37

condensed but important information in our quarterly reports,
though I don't write those (one recital a year is enough). Still an-
other important occasion for communication is our Annual Meet-
ing, at which Charlie and I are delighted to spend five hours or
more answering questions about Berkshire. But there is one way
we can't communicate: on a one-on-one basis. That isn't feasible
given Berkshire's many thousands of owners.
     In all of our communications, we try to make sure that no sin-
gle shareholder gets an edge: We do not follow the usual practice
of giving earnings "guidance" to analysts or large shareholders.
Our goal is to have all of our owners updated at the same time.
     13. Despite our policy of candor we will discuss our activities
in marketable securities only to the extent legally required. Good
investment ideas are rare, valuable and subject to competitive appro-
priation just as good product or business acquisition ideas are.
Therefore we normally will not talk about our investment ideas.
This ban extends even to securities we have sold (because we may
purchase them again) and to stocks we are incorrectly rumored to be
buying. If we deny those reports but say "no comment" on other
occasions, the no-comments become confirmation.
     Though we continue to be unwilling to talk about specific
stocks, we freely discuss our business and investment philosophy. I
benefitted enormously from the intellectual generosity of Ben Gra-
ham, the greatest teacher in the history of finance, and I believe it
appropriate to pass along what I learned from him, even if that
creates new and able investment competitors for Berkshire just as
Ben's teachings did for him.

                       AN ADDED PRINCIPLE

      To the extent possible, we would like each Berkshire share-
holder to record a gain or loss in market value during his period of
ownership that is proportional to the gain or loss in per-share intrin-
sic value recorded by the company during that holding period. For
this to come about, the relationship between the intrinsic value and
the market price of a Berkshire share would need to remain con-
stant, and by our preferences at I-to-l. As that implies, we would
rather see Berkshire's stock price at a fair level than a high level.
Obviously, Charlie and I can't control Berkshire's price. But by
our policies and communications, we can encourage informed, ra-
tional behavior by owners that, in turn, will tend to produce a stock
price that is also rational. Our it's-as-bad-to-be-overvalued-as-to-
be-undervalued approach may disappoint some shareholders, par-
                            CARDOZO LAW REVIEW                [Vol. 19:1
38

ticularly those poised to sell. We believe, however, that it affords
Berkshire the best prospect of attracting long-term investors who
seek to profit from the progress of the company rather than from
the investment mistakes of their partners.

                                   Boards and Managers7
                             B.
     [The performance of CEOs of investee companies], which we
have observed at close range, contrasts vividly with that of many
CEOs, which we have fortunately observed from a safe distance.
Sometimes these CEOs clearly do not belong in their jobs; their
positions, nevertheless, are usually secure. The supreme irony of
business management in that it is far easier for an inadequate CEO
to keep his job than it is for an inadequate subordinate.
     If a secretary, say, is hired for a job that requires typing ability
of at least 80 words a minute and turns out to be capable of only 50
words a minute, she will lose her job in no time. There is a logical
standard for this job; performance is easily measured; and if you
can't make the grade, you're out. Similarly, if new sales people fail
to generate sufficient business quickly enough, they will be let go.
Excuses will not be accepted as a substitute for orders.
     However, a CEO who doesn't perform is frequently carried
indefinitely. One reason is that performance standards for his job
seldom exist. When they do, they are often fuzzy or they may be
waived or explained away, even when the performance shortfalls
are major and repeated. At too many companies, the boss shoots
the arrow of managerial performance and then hastily paints the
bullseye around the spot where it lands.
     Another important, but seldom recognized, distinction be-
tween the boss and the foot soldier is that the CEO has no immedi-
ate superior whose performance is itself getting measured. The
sales manager who retains a bunch of lemons in his sales force will
soon be in hot water himself. It is in his immediate self-interest to
promptly weed out his hiring mistakes. Otherwise, he himself may
be weeded out. An office manager who has hired inept secretaries
faces the same imperative.
     But the CEO's boss is a Board of Directors that seldom meas-
ures itself and is infrequently held to account for substandard cor-
porate performance. If the Board makes a mistake in hiring, and
perpetuates that mistake, so what? Even if the company is taken
over because of the mistake, the deal will probably bestow substan-

         [Divided by hash lines: 1988; 1993; 1986.]
     7
             THE ESSAYS OF WARREN BUFFETT
1997]                                                                39

tial benefits on the outgoing Board members. (The bigger they are,
the softer they fall.)
      Finally, relations between the Board and the CEO are ex-
pected to be congenial. At board meetings, criticism of the CEO's
performance is often viewed as the social equivalent of belching.
No such inhibitions restrain the office manager from critically eval-
uating the substandard typist.
      These points should not be interpreted as a blanket condem-
nation of CEOs or Boards of Directors: Most are able and hard-
working, and a number are truly outstanding. But the manage-
ment failings that Charlie and I have seen make us thankful that
we are linked with the managers of our three permanent holdings.
They love their businesses, they think like owners, and they exude
integrity and ability.

     At our annual meetings, someone usually asks "What happens
to this place if you get hit by a truck?" I'm glad they are still asking
the question in this form. It won't be too long before the query
becomes: "What happens to this place if you don't get hit by a
truck?"
     Such questions, in any event, raise a reason for me to discuss
corporate governance, a hot topic during the past year. In general,
I believe that directors have stiffened their spines recently and that
shareholders are now being treated somewhat more like true own-
ers than was the case not long ago. Commentators on corporate
governance, however, seldom make any distinction among three
fundamentally different manager/owner situations that exist in
publicly-held companies. Though the legal responsibility of direc-
tors is identical throughout, their ability to effect change differs in
each of the cases. Attention usually falls on the first case, because
it prevails on the corporate scene. Since Berkshire falls into the
second category, however, and will someday fall into the third, we
will discuss all three variations.
     The first, and by far most common, board situation is one in
which a corporation has no controlling shareholder. In that case, I
believe directors should behave as if there is a single absentee
owner, whose long-term interest they should try to further in all
proper ways. Unfortunately, "long-term" gives directors a lot of
wiggle room. If they lack either integrity or the ability to think
independently, directors can do great violence to shareholders
while still claiming to be acting in their long-term interest. But as-
sume the board is functioning well and must deal with a manage-
                   CARDOZO LAW REVIEW                      [Vol. 19:1
40

ment that is mediocre or worse. Directors then have the
responsibility for changing that management, just as an intelligent
owner would do if he were present. And if able but greedy manag-
ers over-reach and try to dip too deeply into the shareholders'
pockets, directors must slap their hands.
      In this plain-vanilla case, a director who sees something he
doesn't like should attempt to persuade the other directors of his
view. If he is successful, the board will have the muscle to make
the appropriate change. Suppose, though, that the unhappy direc-
tor can't get other directors to agree with him. He should then feel
free to make his views known to the absentee owners. Directors
seldom do that, of course. The temperament of many directors
would in fact be incompatible with critical behavior of that sort.
But I see nothing improper in such actions, assuming the issues are
serious. Naturally, the complaining director can expect a vigorous
rebuttal from the unpersuaded directors, a prospect that should
discourage the dissenter from pursuing trivial or non-rational
causes.
      For the boards just discussed, I believe the directors ought to
be relatively few in number-say, ten or less-and ought to come
mostly from the outside. The outside board members should estab-
lish standards for the CEO's performance and should also periodi-
cally meet, without his being present, to evaluate his performance
against those standards.
      The requisites for board membership should be business
savvy, interest in the job, and owner-orientation. Too often, direc-
tors are selected simply because they are prominent or add diver-
sity to the board. That practice is a mistake. Furthermore,
mistakes in selecting directors are particularly serious because ap-
pointments are so hard to undo: The pleasant but vacuous director
need never worry about job security.
      The second case is that existing at Berkshire, where the con-
trolling owner is also the manager. At some companies, this ar-
rangement is facilitated by the existence of two classes of stock
endowed with disproportionate voting power. In these situations,
it's obvious that the board does not act as an agent between owners
and management and that the directors cannot effect change ex-
cept through persuasion. Therefore, if the owner/manager is medi-
ocre or worse-or is over-reaching-there is little a director can do
about it except object. If the directors having no connections to
the owner/manager make a unified argument, it may well have
some effect. More likely it will not.
             THE ESSAYS OF WARREN BUFFETT                           41
1997]

    If change does not come, and the matter is sufficiently serious,
the outside directors should resign. Their resignation will signal
their doubts about management, and it will emphasize that no out-
sider is in a position to correct the owner/manager's shortcomings.
      The third governance case occurs when there is a controlling
owner who is not involved in management. This case, examples of
which are Hershey Foods and Dow Jones, puts the outside direc-
tors in a potentially useful position. If they become unhappy with
either the competence or integrity of the manager, they can go di-
rectly to the owner (who may also be on the board) and report
their dissatisfaction. This situation is ideal for an outside director,
since he need make his case only to a single, presumably interested
owner, who can forthwith effect change if the argument is persua-
sive. Even so, the dissatisfied director has only that single course
of action. If he remains unsatisfied about a critical matter, he has
no choice but to resign.
      Logically, the third case should be the most effective in insur-
ing first-class management. In the second case the owner is not
going to fire himself, and in the first case, directors often find it
very difficult to deal with mediocrity or mild over-reaching. Unless
the unhappy directors can win over a majority of the board-an
awkward social and logistical task, particularly if management's be-
havior is merely odious, not egregious-their hands are effectively
tied. In practice, directors trapped in situations of this kind usually
convince themselves that by staying around they can do at least
some good. Meanwhile, management proceeds unfettered.
      In the third case, the owner is neither judging himself nor bur-
dened with the problem of garnering a majority. He can also in-
sure that outside directors are selected who will bring useful
qualities to the board. These directors, in turn, will know that the
good advice they give will reach the right ears, rather than being
stifled by a recalcitrant management. If the controlling owner is
intelligent and self-confident, he will make decisions in respect to
management that are meritocratic and pro-shareholder. More-
over-and this is critically important-he can readily correct any
mistake he makes.
      At Berkshire we operate in the second mode now and will for
as long as I remain functional. My health, let me add, is excellent.
For better or worse, you are likely to have me as an owner/man-
ager for some time.
      After my death, all of my stock will go to my wife, Susie,
should she survive me, or to a foundation if she dies before I do. In
42                           CARDOZO LAW REVIEW                            [Vol. 19:1

neither case will taxes and bequests require the sale of consequent-
ial amounts of stock.
     When my stock is transferred to either my wife or the founda-
tion, Berkshire will enter the third governance mode, going for-
ward with a vitally interested, but non-management, owner and
with a management that must perform for that owner. In prepara-
tion for that time, Susie was elected to the board a few years ago,
and in 1993 our son, Howard, joined the board. These family mem-
bers will not be managers of the company in the future, but they
will represent the controlling interest should anything happen to
me. Most of our other directors are also significant owners of
Berkshire stock, and each has a strong owner-orientation. All in
all, we're prepared for "the truck."

     Charlie Munger, our Vice Chairman, and I really have only
two jobs. One is to attract and keep outstanding managers to run
our various operations. 8 This hasn't been all that difficult. Usually
the managers came with the companies we bought, having demon-
strated their talents throughout careers that spanned a wide variety
of business circumstances. They were managerial stars long before
they knew us, and our main contribution has been to not get in
their way. This approach seems elementary: if my job were to
manage a golf team-and if Jack Nicklaus or Arnold Palmer were
willing to play for me-neither would get a lot of directives from
me about how to swing.
     Some of our key managers are independently wealthy (we
hope they all become so), but that poses no threat to their contin-
ued interest: they work because they love what they do and relish
the thrill of outstanding performance. They unfailingly think like
owners (the highest compliment we can pay a manager) and find
all aspects of their business absorbing.
     (Our prototype for occupational fervor is the Catholic tailor
who used his small savings of many years to finance a pilgrimage to
the Vatican. When he returned, his parish held a special meeting to
get his first-hand account of the Pope. "Tell us," said the eager
faithful, "just what sort of fellow is he?" Our hero wasted no
words: "He's a forty-four medium.")
     Charlie and I know that the right players will make almost any
team manager look good. We subscribe to the philosophy of
Ogilvy & Mather's founding genius, David Ogilvy: "If each of us

         [The other is capital allocation, discussed in Parts II and V.]
     8
                THE ESSAYS OF WARREN BUFFETT                     43
1997]

hires people who are smaller than we are, we shall become a com-
pany of dwarfs. But, if each of us hires people who are bigger than
we are, we shall become a company of giants."
     A by-product of our managerial style is the ability it gives us
to easily expand Berkshire's activities. We've read management
treatises that specify exactly how many people should report to any
one executive, but they make little sense to us. When you have
able managers of high character running businesses about which
they are passionate, you can have a dozen or more reporting to you
and still have time for an afternoon nap. Conversely, if you have
even one person reporting to you who is deceitful, inept or uninter-
ested, you will find yourself with more than you can handle. Char-
lie and I could work with double the number of managers we now
have, so long as they had the rare qualities of the present ones.
     We intend to continue our practice of working only with peo-
ple whom we like and admire. This policy not only maximizes our
chances for good results, it also ensures us an extraordinarily good
time. On the other hand, working with people who cause your
stomach to churn seems much like marrying for money-probably
a bad idea under any circumstances, but absolute madness if you
are already rich.

                      The Anxieties of Plant Closings 9
                 C.

     In July we decided to close our textile operation, and by
yearend this unpleasant job was largely completed. The history of
this business is instructive.
     When Buffett Partnership, Ltd., an investment partnership of
which I was general partner, bought control of Berkshire
Hathaway 21 years ago, it had an accounting net worth of $22 mil-
lion, all devoted to the textile business. The company's intrinsic
business value, however, was considerably less because the textile
assets were unable to earn returns commensurate with their ac-
counting value. Indeed, during the previous nine years (the period
in which Berkshire and Hathaway operated as a merged company)
aggregate sales of $530 million had produced an aggregate loss of
$10 million. Profits had been reported from time to time but the
net effect was always one step forward, two steps back.
     At the time we made our purchase, southern textile plants-
largely non-union-were believed to have an important competi-

      [1985.]
  9
44                 CARDOZO LAW REVIEW                      [Vol. 19:1

tive advantage. Most northern textile operations had closed and
many people thought we would liquidate our business as well.
     We felt, however, that the business would be run much better
by a long-time employee whom we immediately selected to be
president, Ken Chace. In this respect we were 100% correct: Ken
and his recent successor, Garry Morrison, have been excellent
managers, every bit the equal of managers at our more profitable
businesses.
     In early 1967 cash generated by the textile operation was used
to fund our entry into insurance via the purchase of National In-
demnity Company. Some of the money came from earnings and
some from reduced investment in textile inventories, receivables,
and fixed assets. This pullback proved wise: although much im-
proved by Ken's management, the textile business never became a
good earner, not even in cyclical upturns.
     Further diversification for Berkshire followed, and gradually
the textile operation's depressing effect on our overall return di-
minished as the business became a progressively smaller portion of
the corporation. We remained in the business for reasons that I
stated in the 1978 annual report (and summarized at other times
also): "(1) our textile businesses are very important employers in
their communities, (2) management has been straightforward in re-
porting on problems and energetic in attacking them, (3) labor has
been cooperative and understanding in facing our common
problems, and (4) the business should average modest cash returns
relative to investment." I further said, "As long as these conditions
prevail-and we expect that they will-we intend to continue to
support our textile business despite more attractive alternative uses
for capital."
     It turned out that I was very wrong about (4). Though 1979
was moderately profitable, the business thereafter consumed major
amounts of cash. By mid-1985 it became clear, even to me, that
this condition was almost sure to continue. Could we have found a
buyer who would continue operations, I would have certainly pre-
ferred to sell the business rather than liquidate it, even if that
meant somewhat lower proceeds for us. But the economics that
were finally obvious to me were also obvious to others, and interest
was nil.
     I won't close down businesses of sub-normal profitability
merely to add a fraction of a point to our corporate rate of return.
However, I also feel it inappropriate for even an exceptionally
profitable company to fund an operation once it appears to have
1997]       THE ESSAYS OF WARREN BUFFETT                         45

unending losses in prospect. Adam Smith would disagree with my
first proposition, and Karl Marx would disagree with my second;
the middle ground is the only position that leaves me comfortable.
      I should reemphasize that Ken and Garry have been resource-
ful, energetic and imaginative in attempting to make our textile op-
eration a success. Trying to achieve sustainable profitability, they
reworked product lines, machinery configurations and distribution
arrangements. We also made a major acquisition, Waumbec Mills,
with the expectation of important synergy (a term widely used in
business to explain an acquisition that otherwise makes no sense).
But in the end nothing worked and I should be faulted for not quit-
ting sooner. A recent Business Week article stated that 250 textile
mills have closed since 1980. Their owners were not privy to any
information that was unknown to me; they simply processed it
more objectively. I ignored Comte's advice-"the intellect should
be the servant of the heart, but not its slave"-and believed what I
preferred to believe.
      The domestic textile industry operates in a commodity busi-
ness, competing in a world market in which substantial excess ca-
pacity exists. Much of the trouble we experienced was attributable,
both directly and indirectly, to competition from foreign countries
whose workers are paid a small fraction of the U.S. minimum
wage. But that in no way means that our labor force deserves any
blame for our closing. In fact, in comparison with employees of
American industry generally, our workers were poorly paid, as has
been the case throughout the textile business. In contract negotia-
tions, union leaders and members were sensitive to our disadvanta-
geous cost position and did not push for unrealistic wage increases
or unproductive work practices. To the contrary, they tried just as
hard as we did to keep us competitive. Even during our liquidation
period they performed superbly. (Ironically, we would have been
better off financially if our union had behaved unreasonably some
years ago; we then would have recognized the impossible future
that we faced, promptly closed down, and avoided significant fu-
ture losses.)
      Over the years, we had the option of making large capital ex-
penditures in the textile operation that would have allowed us to
somewhat reduce variable costs. Each proposal to do so looked
like an immediate winner. Measured by standard return-on-invest-
ment tests, in fact, these proposals usually promised greater eco-
nomic benefits than would have resulted from comparable
                   CARDOZO LAW REVIEW
46                                                         [Vol. 19:1

expenditures in our highly-profitable candy and newspaper
businesses.
     But the promised benefits from these textile investments were
illusory. Many of our competitors, both domestic and foreign,
were stepping up to the same kind of expenditures and, once
enough companies did so, their reduced costs became the baseline
for reduced prices industrywide. Viewed individually, each com-
pany's capital investment decision appeared cost-effective and ra-
tional; viewed collectively, the decisions neutralized each other and
were irrational Gust as happens when each person watching a
parade decides he can see a little better if he stands on tiptoes).
After each round of investment, all the players had more money in
the game and returns remained anemic.
     Thus, we faced a miserable choice: huge capital investment
would have helped to keep our textile business alive, but would
have left us with terrible returns on ever-growing amounts of capi-
tal. After the investment, moreover, the foreign competition
would still have retained a major, continuing advantage in labor
costs. A refusal to invest, however, would make us increasingly
non-competitive, even measured against domestic textile manufac-
turers. I always thought myself in the position described by Woody
Allen in one of his movies: "More than any other time in history,
mankind faces a crossroads. One path leads to despair and utter
hopelessness, the other to total extinction. Let us pray we have the
wisdom to choose correctly."
     For an understanding of how the to-invest-or-not-to-invest di-
lemma plays out in a commodity business, it is instructive to look at
Burlington Industries, by far the largest U.S. textile company both
21 years ago and now. In 1964 Burlington had sales of $1.2 billion
against our $50 million. It had strengths in both distribution and
production that we could never hope to match and also, of course,
had an earnings record far superior to ours. Its stock sold at 60 at
the end of 1964; ours was 13.
     Burlington made a decision to stick to the textile business, and
in 1985 had sales of about $2.8 billion. During the 1964-85 period,
the company made capital expenditures of about $3 billion, far
more than any other U.S. textile company and more than $200-per-
share on that $60 stock. A very large part of the expenditures, I
am sure, was devoted to cost improvement and expansion. Given
Burlington's basic commitment to stay in textiles, I would also
surmise that the company's capital decisions were quite rational.
                                                                                    47
                  THE ESSAYS OF WARREN BUFFETT
1997]

     Nevertheless, Burlington has lost sales volume in real dollars
and has far lower returns on sales and equity now than 20 years
ago. Split 2-for-1 in 1965, the stock now sells at 34-on an adjusted
basis, just a little over its $60 price in 1964. Meanwhile, the CPI
has more than tripled. Therefore, each share commands about
one-third the purchasing power it did at the end of 1964. Regular
dividends have been paid but they, too, have shrunk significantly in
purchasing power.
     This devastating outcome for the shareholders indicates what
can happen when much brain power and energy are applied to a
faulty premise. The situation is suggestive of Samuel Johnson's
horse: "A horse that can count to ten is a remarkable horse-not a
remarkable mathematician." Likewise, a textile company that allo-
cates capital brilliantly within its industry is a remarkable textile
company-but not a remarkable business.
     My conclusion from my own experiences and from much ob-
servation of other businesses is that a good managerial record
(measured by economic returns) is far more a function of what
business boat you get into than it is of how effectively you row
(though intelligence and effort help considerably, of course, in any
business, good or bad). Some years ago I wrote: "When a manage-
ment with a reputation for brilliance tackles a business with a repu-
tation for poor fundamental economics, it is the reputation of the
business that remains intact." Nothing has since changed my point
of view on that matter. Should you find yourself in a chronically-
leaking boat, energy devoted to changing vessels is likely to be
more productive than energy devoted to patching leaks.

        D.    An Owner-Based Approach to Corporate Charity10
     A recent survey reported that about 50% of major American
companies match charitable contributions made by directors
(sometimes by a factor of three to one). In effect, these represent-
atives of the owners direct funds to their favorite charities, and
never consult the owners as to their charitable preferences. (I won-
der how they would feel if the process were reversed and share-
holders could invade the directors' pockets for charities favored by
the shareholders.) When A takes money from B to give to C and
A is a legislator, the process is called taxation. But when A is an
officer or director of a corporation, it is called philanthropy. We
continue to believe that contributions, aside from those with quite

       [Divided by hash lines: 1987; 1981 (reprinted 1988); 1981; 1990-93; 1993.]
  10
                   CARDOZO LAW REVIEW                     [Vol. 19:1
48

clear direct benefits to the company, should reflect the charitable
preferences of owners rather than those of officers and directors.

      On September 30, 1981 Berkshire received a tax ruling from
the U.S. Treasury Department that, in most years, should produce
a significant benefit for charities of your choice.
     Each Berkshire shareholder-on a basis proportional to the
number of shares of Berkshire that he owns-will be able to desig-
nate recipients of charitable contributions by our company. You'll
name the charity; Berkshire will write the check. The ruling states
that there will be no personal tax consequences to our shareholders
from making such designations.
     Thus, our . . . owners now can exercise a perquisite that,
although routinely exercised by the owners in closely-held busi-
nesses, is almost exclusively exercised by the managers in more
widely-held businesses.
     In a widely-held corporation the executives ordinarily arrange
all charitable donations, with no input at all from shareholders, in
two main categories:
      (1) Donations considered to benefit the corporation directly
in an amount roughly commensurate with the cost of the donation;
and
      (2) Donations considered to benefit the corporation indirectly
through hard-to-measure, long-delayed feedback effects of various
kinds.
     I and other Berkshire executives have arranged in the past, as
we will arrange in the future, all charitable donations in the first
category. However, the aggregate level of giving in such category
has been quite low, and very likely will remain quite low, because
not many gifts can be shown to produce roughly commensurate
direct benefits to Berkshire.
     In the second category, Berkshire's charitable gifts have been
virtually nil, because I am not comfortable with ordinary corporate
practice and had no better practice to substitute. What bothers me
about ordinary corporate practice is the way gifts tend to be made
based more on who does the asking and how corporate peers are
responding than on an objective evaluation of the donee's activi-
ties. Conventionality often overpowers rationality.
     A common result is the use of the stockholder's money to im-
plement the charitable inclinations of the corporate manager, who
usually is heavily influenced by specific social pressures on him.
Frequently there is an added incongruity; many corporate manag-
             THE ESSAYS OF WARREN BUFFETT
1997]                                                             49

ers deplore governmental allocation of the taxpayer's dollar but
embrace enthusiastically their own allocation of the shareholder's
dollar.
     For Berkshire, a different model seems appropriate. Just as I
wouldn't want you to implement your personal judgments by writ-
ing checks on my bank account for charities of your choice, I feel it
inappropriate to write checks on your corporate "bank account"
for charities of my choice. Your charitable preferences are as good
as mine and, for both you and me, funds available to foster charita-
ble interests in a tax-deductible manner reside largely at the corpo-
rate level rather than in our own hands.
     Under such circumstances, I believe Berkshire should imitate
more closely-held companies, not larger public companies. If you
and I each own 50% of a corporation, our charitable decision mak-
ing would be simple. Charities very directly related to the opera-
tions of the business would have first claim on our available
charitable funds. Any balance available after the "operations-re-
lated" contributions would be divided among various charitable in-
terests of the two of us, on a basis roughly proportional to our
ownership interest. If the manager of our company had some sug-
gestions, we would listen carefully-but the final decision would be
ours. Despite our corporate form, in this aspect of the business we
probably would behave as if we were a partnership.
     Wherever feasible, I believe in maintaining such a partnership
frame of mind, even though we operate through a large, fairly
widely-held corporation. Our Treasury ruling will allow such part-
nership-like behavior in this area [...]
     I am pleased that Berkshire donations can become owner-di-
rected. It is ironic, but understandable, that a large and growing
number of major corporations have charitable policies pursuant to
which they will match gifts made by their employees (and-brace
yourself for this one-many even match gifts made by directors)
but none, to my knowledge, has a plan matching charitable gifts by
owners. I say "understandable" because much of the stock of
many large corporations is owned on a "revolving door" basis by
institutions that have short-term investment horizons, and that lack
a long-term owner's perspective [...]
      Our own shareholders are a different breed .... [A]t the end
of each year, more than 98% of our shares are owned by people
who were shareholders at the beginning of the year. This long-
term commitment to the business reflects an owner mentality
which, as your manager, I intend to acknowledge in all feasible
                                                           [VoL 19:1
50                 CARDOZO LAW REVIEW

ways. The designated contributions policy is an example of that
intent.

     Our new program enabling shareholders to designate the
recipients of corporate charitable contributions was greeted with
extraordinary enthusiasm. . .. Of 932,206 shares eligible for partic-
ipation (shares where the name of the actual owner appeared on
our stockholder record), 95.6% responded. Even excluding Buf-
fett-related shares, the response topped 90%.
     In addition, more than 3% of our shareholders voluntarily
wrote letters or notes, all but one approving of the program. Both
the level of participation and of commentary surpass any share-
holder response we have witnessed, even when such response has
been intensively solicited by corporate staff and highly-paid profes-
sional proxy organizations. In contrast, your extraordinary level of
response occurred without even the nudge of a company-provided
return envelope. This self-propelled behavior speaks well for the
program, and speaks well for our shareholders.
     Apparently the owners of our corporation like both possessing
and exercising the ability to determine where gifts of their funds
shall be made. The "father-knows-best" school of corporate gov-
ernance will be surprised to find that none of our shareholders sent
in a designation sheet with instructions that the officers of Berk-
shire-in their superior wisdom, of course-make the decision on
charitable funds applicable to his shares. Nor did anyone suggest
that his share of our charitable funds be used to match contribu-
tions made by our corporate directors to charities of the directors'
choice (a popular, proliferating and non-publicized policy at many
large corporations).
     All told, $1,783,655 of shareholder-designed contributions
were distributed to about 675 charities. In addition, Berkshire and
subsidiaries continue to make certain contributions pursuant to lo-
cal level decisions made by our operating managers.
     There will be some years, perhaps two or three out of ten,
when contributions by Berkshire will produce substandard tax de-
ductions-or none at alL In those years we will not effect our
shareholder-designated charitable program. In all other years we
expect to inform you about October 10th of the amount per share
that you may designate. A reply form will accompany the notice,
and you will be given about three weeks to respond with your
designation....
                                                                  51
             THE ESSAYS OF WARREN BUFFETT
1997]

     Our only disappointment with this program in 1981 was that
some of our shareholders, through no fault of their own, missed the
opportunity to participate. The Treasury Department ruling al-
lowing us to proceed without tax uncertainty was received early in
October. The ruling did not cover participation by shareholders
whose stock was registered in the name of nominees, such as bro-
kers, and additionally required that the owners of all designating
shares make certain assurances to Berkshire. These assurances
could not be given us in effective form by nominee holders.
     Under these circumstances, we attempted to communicate
with all of our owners promptly (via [an] October 14th letter) so
that, if they wished, they could prepare themselves to participate
by the November 13th record date. It was particularly important
that this information be communicated promptly to stockholders
whose holdings were in nominee name, since they would not be
eligible unless they took action to re-register their shares before
the record date.
     Unfortunately, communication to such non-record sharehold-
ers could take place only through the nominees. We therefore
strongly urged those nominees, mostly brokerage houses, to
promptly transmit our letter to the real owners. We explained that
their failure to do so could deprive such owners of an important
benefit.
     The results from our urging would not strengthen the case for
private ownership of the U.S. Postal Service. Many of our share-
holders never heard from their brokers (as some shareholders told
us after reading news accounts of the program). Others were for-
warded our letter too late for action.
     One of the largest brokerage houses claiming to hold stock for
sixty of its clients (about 4% of our shareholder population), ap-
parently transmitted our letter about three weeks after receipt-
too late for any of the sixty of participate. (Such lassitude did not
pervade all departments of that firm; it billed Berkshire for mailing
services within six days of that belated and ineffectual action.)
     We recite such horror stories for two reasons: (1) if you wish
to participate in future designated-contribution programs, be sure
to have your stock registered in your name well before September
30th; and (2) even if you don't care to participate and prefer to
leave your stock in nominee form, it would be wise to have at least
one share registered in your own name. By so doing, you can be
sure that you will be notified of any important corporate news at
the same time as all other shareholders.
                                                             [Vol. 19:1
                    CARDOZO LAW REVIEW
52

     The designated-contributions idea, along with many other
ideas that have turned out well for us, was conceived by Charlie
Munger, Vice Chairman of Berkshire and Chairman of Blue Chip.
Irrespective of titles, Charlie and I work as partners in managing
all controlled companies. To almost a sinful degree, we enjoy our
work as managing partners. And we enjoy having you as our finan-
cial partners.

     In addition to the shareholder-designated contributions that
Berkshire distributes, managers of our operating businesses make
contributions, including merchandise, averaging [between $1.5 mil-
lion and $2.5 million] annually. These contributions support local
charities, such as The United Way, and produce roughly commen-
surate benefits for our businesses.
     However, neither our operating managers nor officers of the
parent company use Berkshire funds to make contributions to
broad national programs or charitable activities of special personal
interest to them, except to the extent they do so as shareholders. If
your employees, including your CEO, wish to give to their alma
maters or other institutions to which they feel a personal attach-
ment, we believe they should use their own money, not yours.

      Berkshire's practice in respect to discretionary philanthropy-
as contrasted to its policies regarding contributions that are clearly
related to the company's business activities-differs significantly
from that of other publicly-held corporations. There, most corpo-
rate contributions are made pursuant to the wishes of the CEO
(who often will be responding to social pressures), employees
(through matching gifts), or directors (through matching gifts or
requests they make of the CEO).
      At Berkshire, we believe that the company's money is the
owners' money, just as it would be in a closely-held corporation,
partnership, or sole proprietorship. Therefore, if funds are to be
given to causes unrelated to Berkshire's business activities, it is the
charities favored by our owners that should receive them. We've
yet to find a CEO who believes he should personally fund the char-
ities favored by his shareholders. Why, then, should they foot the
bill for his picks?
      Let me add that our program is easy to administer. Last fall,
for two months, we borrowed one person from National Indemnity
to help us implement the instructions that came from our 7,500 reg-
istered shareholders. I'd guess that the average corporate program
1997]                                                                                         53
                  THE ESSAYS OF WARREN BUFFETT

in which employee gifts are matched incurs far greater administra-
tive costs. Indeed, our entire corporate overhead is less than half
the size of our charitable contributions. (Charlie, however, insists that I
tell you that $1.4 million of our $4.9 million overhead is attributable to our corporate
jet, The Indefensible.)11
    Below is a list showing the largest categories to which our
shareholders have steered their contributions.
    (a) 347 churches and synagogues received 569 gifts
    (b) 238 colleges and universities received 670 gifts
    (c) 244 K-12 schools (about two-thirds secular, one-third reli-
        gious) received 525 gifts
    (d) 288 institutions dedicated to art, culture or the humanities
        received 447 gifts
    (e) 180 religious social-service organizations (split about
        equally between Christian and Jewish) received 411 gifts

   11 [Typesetting in original] [The 1986 letter contained the following:}
     We bought a corporate jet last year. [Typesetting in original] What you have heard about such
planes is true: they are very expensive and a luxury in situations like ours where little travel
to out-of-the-way places is required. And planes not only cost a lot to operate, they cost a
lot just to look at. Pre-tax, cost of capital plus depreciation on a new $15 million plane
probably runs $3 million annually. On our own plane, bought for $850,000 used, such costs
run close to $200,000 annually.
     Cognizant of such figures, your Chairman, unfortunately, has in the past made a
number of rather intemperate remarks about corporate jets. Accordingly, prior to our
purchase, I was forced into my Galileo mode. I promptly experienced the necessary
"counter-revelation" and travel is now considerably easier-and considerably costlier-
than in the past. Whether Berkshire will get its money's worth from the plane is an open
question, but I will work at achieving some business triumph that I can (no matter how
dubiously) attribute to it. I'm afraid Ben Franklin had my number. Said he: "So conve-
nient a thing it is to be a reasonable creature, since it enables one to find or make a reason
for everything one has a mind to do."
[The 1989 letter contained the following:]
     Last summer we sold the corporate jet that we purchased for $850,000 three years ago
and bought another used jet for $6.7 million. [Noting an amusing anecdote of Carl Sagan
about obstacles that impede exponential growth of bacteria-referred to in the Epilogue
below, some readers] wiJI understandably panic: If our net worth continues to increase at
current rates, and the cost of replacing planes also continues to rise at the now-established
rate of 100% compounded annually, it will not be long before Berkshire's entire net worth
is consumed by its jet.
     Charlie doesn't like it when I equate the jet with bacteria; he feels it's degrading to the
bacteria. His idea of traveling in style is an air-conditioned bus, a luxury he steps up to
only when bargain fairs are in effect. My own attitude toward the jet can be summarized
by the prayer attributed, apocryphally I'm sure, to St. Augustine as he contemplated leav-
ing a life of secular pleasures to become a priest. Battling the conflict between intellect
and glands, he pled: "Help me, Oh Lord, to become chaste-but not yet."
     Naming the plane has not been easy. I initially suggested "The Charles T. Munger."
Charlie countered with "The Aberration." We finally settled on "The Indefensible."
                          CARDOZO LAW REVIEW                                   [Vol. 19:1
54

      (f) 445 secular social-service organizations (about 40% youth-
          related) received 759 gifts
      (g) 153 hospitals received 261 gifts
      (h) 186 health-related organizations (American Heart Associ-
           ation, American Cancer Society, etc.) received 320 gifts
     Three things about this list seem particularly interesting to me.
First, to some degree it indicates what people choose to give money
to when they are acting of their own accord, free of pressure from
solicitors or emotional appeals from charities. Second, the contri-
butions programs of publicly-held companies almost never allow
gifts to churches and synagogues, yet clearly these institutions are
what many shareholders would like to support. Third, the gifts
made by our shareholders display conflicting philosophies: 130 gifts
were directed to organizations that believe in making abortions
readily available for women and 30 gifts were directed to organiza-
tions (other than churches) that discourage or are opposed to
abortion.
      Last year I told you that I was thinking of raising the amount
that Berkshire shareholders can give under our designated-contri-
butions program and asked for your comments. We received a few
well-written letters opposing the entire idea, on the grounds that it
was our job to run the business and not our job to force sharehold-
ers into making charitable gifts. Most of the shareholders respond-
ing, however, noted the tax efficiency of the plan and urged us to
increase the designated amount. Several shareholders who have
given stock to their children or grandchildren told me that they
consider the program a particularly good way to get youngsters
thinking at an early age about the subject of giving. These people,
in other words, perceive the program to be an educational, as well
as philanthropic, tool. The bottom line is that we did raise the
amount in 1993, from $8 per share to $10. 12

                    A Principled Approach to Executive Pay13
             E.
     When returns on capital are ordinary, an earn-more-by-put-
ting-up-more record is no great managerial achievement. You can

       [Each annual letter states the approximate percentage of eligible shares that partici-
  12
pated in the shareholder-designated contributions program, the dollar amount of the con-
tributions, and the number of recipients. Since 1988, the percentage of shares has always
exceeded 95% and has averaged about 97%; the dollar amount has risen steadily from $5
million in 1988 to $13.3 million in 1996, averaging about $8.4 million annually during that
period; and the number of charities has also risen steadily from 2,319 in 1988 to 3,910 in
1996, averaging about 3,000 annually during that period.]
   13 [Divided by hash lines: 1985; 1994; 1991.]
             THE ESSAYS OF WARREN BUFFETT
1997]                                                              55

get the same result personally while operating from your rocking
chair. Just quadruple the capital you commit to a savings account
and you will quadruple your earnings. You would hardly expect
hosannas for that particular accomplishment. Yet, retirement an-
nouncements regularly sing the praises of CEOs who have, say,
quadrupled earnings of their widget company during their reign-
with no one examining whether this gain was attributable simply to
many years of retained earnings and the workings of compound
interest.
      If the widget company consistently earned a superior return
on capital throughout the period, or if capital employed only
doubled during the CEO's reign, the praise for him may be well
deserved. But if return on capital was lackluster and capital em-
ployed increased in pace with earnings, applause should be with-
held. A savings account in which interest was reinvested would
achieve the same year-by-year increase in earnings-and, at only
8% interest, would quadruple its annual earnings in 18 years.
      The power of this simple math is often ignored by companies
to the detriment of their shareholders. Many corporate compensa-
tion plans reward managers handsomely for earnings increases pro-
duced solely, or in large part, by retained earnings-i.e., earnings
withheld from owners. For example, ten-year, fixed-price stock op-
tions are granted routinely, often by companies whose dividends
are only a small percentage of earnings.
      An example will illustrate the inequities possible under such
circumstances. Let's suppose that you had a $100,000 savings ac-
count earning 8% interest and "managed" by a trustee who could
decide each year what portion of the interest you were to be paid
in cash. Interest not paid out would be "retained earnings" added
to the savings account to compound. And let's suppose that your
trustee, in his superior wisdom, set the "pay-out ratio" at one-quar-
ter of the annual earnings.
      Under these assumptions, your account would be worth
$179,084 at the end of ten years. Additionally, your annual earn-
ings would have increased about 70% from $8,000 to $13,515 under
this inspired management. And, finally, your "dividends" would
have increased commensurately, rising regularly from $2,000 in the
first year to $3,378 in the tenth year. Each year, when your man-
ager's public relations firm prepared his annual report to you, all of
the charts would have had lines marching skyward.
      Now, just for fun, let's push our scenario one notch further
and give your trustee-manager a ten-year fixed-price option on
                                                             [Vol. 19:1
                    CARDOZO LAW REVIEW
56

part of your "business" (i.e., your savings account) based on its fair
value in the first year. With such an option, your manager would
reap a substantial profit at your expense-just from having held on
to most of your earnings. If he were both Machiavellian and a bit
of a mathematician, your manager might also have cut the pay-out
ratio once he was firmly entrenched.
      This scenario is not as farfetched as you might think. Many
stock options in the corporate world have worked in exactly that
fashion: they have gained in value simply because management re-
tained earnings, not because it did well with the capital in its hands.
      Managers actually apply a double standard to options. Leav-
ing aside warrants (which deliver the issuing corporation immedi-
ate and substantial compensation), I believe it is fair to say that
nowhere in the business world are ten-year, fixed-price options on
all or a portion of a business granted to outsiders. Ten months, in
fact, would be regarded as extreme. It would be particularly un-
thinkable for managers to grant a long-term option on a business
that was regularly adding to its capital. Any outsider wanting to
secure such an option would be required to pay fully for capital
added during the option period.
      The unwillingness of managers to do-unto-outsiders, however,
is not matched by an unwillingness to do-unto-themselves. (Nego-
tiating with one's self seldom produces a barroom brawl.) Manag-
ers regularly engineer ten-year, fixed-price options for themselves
and associates that, first, totally ignore the fact that retained earn-
ings automatically build value and, second, ignore the carrying cost
of capital. As a result, these managers end up profiting much as
they would have had they had an option on that savings account
that was automatically building up in value.
      Of course, stock options often go to talented, value-adding
managers and sometimes deliver them rewards that are perfectly
appropriate. (Indeed, managers who are really exceptional almost
always get far less than they should.) But when the result is equita-
ble, it is accidental. Once granted, the option is blind to individual
performance. Because it is irrevocable and unconditional (so long
as a manager stays in the company), the sluggard receives rewards
from his options precisely as does the star. A managerial Rip Van
Winkle, ready to doze for ten years, could not wish for a better
"incentive" system.
      (I can't resist commenting on one long-term option given an
"outsider": that granted the U.S. Government on Chrysler shares
as partial consideration for the government's guarantee of some
                  THE ESSAYS OF WARREN BUFFETT                     57
1997]

life-saving loans. When these options worked out well for the gov-
ernment, Chrysler sought to modify the payoff, arguing that the
rewards to the government were both far greater than intended
and outsize in relation to its contribution to Chrysler's recovery.
The company's anguish over what it saw as an imbalance between
payoff and performance made national news. That anguish may
well be unique: to my knowledge, no managers-anywhere-have
been similarly offended by unwarranted payoffs arising from op-
tions granted to themselves or their colleagues.)
      Ironically, the rhetoric about options frequently describes
them as desirable because they put managers and owners in the
same financial boat. In reality, the boats are far different. No
owner has ever escaped the burden of capital costs, whereas a
holder of a fixed-price option bears no capital costs at all. An
owner must weigh upside potential against downside risk; an op-
tion holder has no downside. In fact, the business project in which
you would wish to have an option frequently is a project in which
you would reject ownership. (I'll be happy to accept a lottery
ticket as a gift-but I'll never buy one.)
      In dividend policy also, the option holders' interests are best
served by a policy that may ill serve the owner. Think back to the
savings account example. The trustee, holding his option, would
benefit from a no-dividend policy. Conversely, the owner of the
account should lean to a total payout so that he can prevent the
option-holding manager from sharing in the account's retained
earnings. 14
      Despite their shortcomings, options can be appropriate under
some circumstances. My criticism relates to their indiscriminate
use and, in that connection, I would like to emphasize three points:
      First, stock options are inevitably tied to the overall perform-
ance of a corporation. Logically, therefore, they should be
awarded only to those managers with overall responsibility. Man-
agers with limited areas of responsibility should have incentives
that payoff in relation to results under their control. The .350 hit-
ter expects, and also deserves, a big payoff for his performance-
even if he plays for a cellar-dwelling team. And the .150 hitter
should get no reward-even if he plays for a pennant winner. Only
those with overall responsibility for the team should have their re-
wards tied to its results.


       [See the essay Dividend Policy in Part III.C.]
  14
                    CARDOZO LAW REVIEW
58                                                            [Vol. 19:1

     Second, options should be structured carefully. Absent special
factors, they should have built into them a retained-earnings or car-
rying-cost factor. Equally important, they should be priced realisti-
cally. When managers are faced with offers for their companies,
they unfailingly point out how unrealistic market prices can be as
an index of real value. But why, then, should these same depressed
prices be the valuations at which managers sell portions of their
businesses to themselves? (They may go further: officers and di-
rectors sometimes consult the Tax Code to determine the lowest
prices at which they can, in effect, sell part of the business to insid-
ers. While they're at it, they often elect plans that produce the
worst tax result for the company.) Except in highly unusual cases,
owners are not well served by the sale of part of their business at a
bargain price-whether the sale is to outsiders or to insiders. The
obvious conclusion: options should be priced at true business value.
     Third, I want to emphasize that some managers whom I ad-
mire enormously-and whose operating records are far better than
mine-disagree with me regarding fixed-price options. They have
built corporate cultures that work, and fixed-price options have
been a tool that helped them. By their leadership and example,
and by the use of options as incentives, these managers have taught
their colleagues to think like owners. Such a culture is rare and
when it exists should perhaps be left intact-despite inefficiencies
and inequities that may infest the option program. "If it ain't
broke, don't fix it" is preferable to "purity at any price".
     At Berkshire, however, we use an incentive-compensation sys-
tem that rewards key managers for meeting targets in their own
bailiwicks. If See's does well, that does not produce incentive com-
pensation at the News-nor vice versa. Neither do we look at the
price of Berkshire stock when we write bonus checks. We believe
good unit performance should be rewarded whether Berkshire
stock rises, falls, or stays even. Similarly, we think average per-
formance should earn no special rewards even if our stock should
soar. "Performance", furthermore, is defined in different ways de-
pending upon the underlying economics of the business: in some
our managers enjoy tailwinds not of their own making, in others
they fight unavoidable headwinds.
     The rewards that go with this system can be large. At our vari-
ous business units, top managers sometimes receive incentive bo-
nuses of five times their base salary, or more, and it would appear
possible that one manager's bonus could top $2 million in 1986. (I
hope so.) We do not put a cap on bonuses, and the potential for
             THE ESSAYS OF WARREN BUFFETT
1997]                                                               59

rewards is not hierarchical. The manager of a relatively small unit
can earn far more than the manager of a larger unit if results indi-
cate he should. We believe, further, that such factors as seniority
and age should not affect incentive compensation (though they
sometimes influence basic compensation.) A 20 year-old who can
hit .300 is as valuable to us as a 40 year-old performing as well.
      Obviously, all Berkshire managers can use their bonus money
(or other funds, including borrowed money) to buy our stock in the
market. Many have done just that-and some now have large
holdings. By accepting both the risks and the carrying cost that go
with outright purchases, these managers truly walk in the shoes of
owners.

     At Berkshire, we try to be as logical about compensation as
about capital allocation. For example, we compensate Ralph Schey
based upon the results of Scott Fetzer rather than those of Berk-
shire. What could make more sense, since he's responsible for one
operation but not the other? A cash bonus or a stock option tied
to the fortunes of Berkshire would provide totally capricious re-
wards to Ralph. He could, for example, be hitting home runs at
Scott Fetzer while Charlie and I rang up mistakes at Berkshire,
thereby negating his efforts many times over. Conversely, why
should option profits or bonuses be heaped upon Ralph if good
things are occurring in other parts of Berkshire but Scott Fetzer is
lagging?
     In setting compensation, we like to hold out the promise of
large carrots, but make sure their delivery is tied directly to results
in the area that a manager controls. When capital invested in an
operation is significant, we also both charge managers a high rate
for incremental capital they employ and credit them at an equally
high rate for capital they release.
     The product of this money's-not-free approach is definitely
visible at Scott Fetzer. If Ralph can employ incremental funds at
good returns, it pays him to do so: His bonus increases when earn-
ings on additional capital exceed a meaningful hurdle charge. But
our bonus calculation is symmetrical: If incremental investment
yields sub-standard returns, the shortfall is costly to Ralph as well
as to Berkshire. The consequence of this two-way arrangement is
that it pays Ralph-and pays him well-to send to Omaha any
cash he can't advantageously use in his business.
     It has become fashionable at public companies to describe al-
most every compensation plan as aligning the interests of manage-
60                                                          [Vol. 19:1
                    CARDOZO LAW REVIEW

ment with those of shareholders. In our book, alignment means
being a partner in both directions, not just on the upside. Many
"alignment" plans flunk this basic test, being artful forms of "heads
I win, tails you lose."
      A common form of misalignment occurs in the typical stock
option arrangement, which does not periodically increase the op-
tion price to compensate for the fact that retained earnings are
building up the wealth of the company. Indeed, the combination of
a ten-year option, a low dividend payout, and compound interest
can provide lush gains to a manager who has done no more than
tread water in his job. A cynic might even note that when pay-
ments to owners are held down, the profit to the option-holding
manager increases. I have yet to see this vital point spelled out in a
proxy statement asking shareholders to approve an option plan.
      I can't resist mentioning that our compensation arrangement
with Ralph Schey was worked out in about five minutes, immedi-
ately upon our purchase of Scott Fetzer and without the "help" of
lawyers or compensation consultants. This arrangement embodies
a few very simple ideas-not the kind of terms favored by consul-
tants who cannot easily send a large bill unless they have estab-
lished that you have a large problem (and one, of course, that
requires an annual review). Our agreement with Ralph has never
been changed. It made sense to him and to me in 1986, and it
makes sense now. Our compensation arrangements with the man-
agers of all our other units are similarly simple, though the terms of
each agreement vary to fit the economic characteristics of the busi-
ness at issue, the existence in some cases of partial ownership of
the unit by managers, etc.
      In all instances, we pursue rationality. Arrangements that pay
off in capricious ways, unrelated to a manager's personal accom-
plishments, may well be welcomed by certain managers. Who, af-
ter all, refuses a free lottery ticket? But such arrangements are
wasteful to the company and cause the manager to lose focus on
what should be his real areas of concern. Additionally, irrational
behavior at the parent may well encourage imitative behavior at
subsidiaries.
      At Berkshire, only Charlie and I have the managerial respon-
sibility for the entire business. Therefore, we are the only parties
who should logically be compensated on the basis of what the en-
terprise does as a whole. Even so, that is not a compensation ar-
rangement we desire. We have carefully designed both the
company and our jobs so that we do things we enjoy with people
             THE ESSAYS OF WARREN BUFFETT
1997]                                                                61

we like. Equally important, we are forced to do very few boring or
unpleasant tasks. We are the beneficiaries as well of the abundant
array of material and psychic perks that flow to the heads of corpo-
rations. Under such idyllic conditions, we don't expect sharehold-
ers to ante up loads of compensation for which we have no possible
need.
     Indeed, if we were not paid at all, Charlie and I would be de-
lighted with the cushy jobs we hold. At bottom, we subscribe to
Ronald Reagan's creed: "It's probably true that hard work never
killed anyone, but I figure why take the chance."

     We made a sizable acquisition in 1991-the H.H. Brown Shoe
Co.[,] ... the leading North American manufacturer of work shoes
and boots, and it has a history of earning unusually fine margins on
sales and assets. Shoes are a tough business-of the billion pairs
purchased in the United States each year, about 85% are im-
ported-and most manufacturers in the industry do poorly. The
wide range of styles and sizes that producers offer causes inven-
tories to be heavy; substantial capital is also tied up in
receivables....
     A distinguishing characteristic of H.H. Brown is one of the
most unusual compensation systems I've encountered-but one
that warms my heart: A number of key managers are paid an an-
nual salary of $7,800, to which is added a designated percentage of
the profits of the company after these are reduced by a charge for
capital employed. These managers therefore truly stand in the
shoes of owners. In contrast, most managers talk the talk but don't
walk the walk, choosing instead to employ compensation systems
that are long on carrots but short on sticks (and that almost invari-
ably treat equity capital as if it were cost-free). The arrangement at
Brown, in any case, has served both the company and its managers
exceptionally well, which should be no surprise: Managers eager to
bet heavily on their abilities usually have plenty of ability to bet on.
                II.   CORPORATE FINANCE AND INVESTING

      We bought all of our [Washington Post Company ("WPC")]
holdings in mid~1973 at a price of not more than one-fourth of the
then per-share business value of the enterprise. Calculating the
price/value ratio required no unusual insights. Most security ana-
lysts, media brokers, and media executives would have estimated
WPC's intrinsic business value at $400 to $500 million just as we
did. And its $100 million stock market valuation was published
daily for all to see. Our advantage, rather, was attitude: we had
learned from Ben Graham that the key to successful investing was
the purchase of shares in good businesses when market prices were
at a large discount from underlying business values.
      Most institutional investors in the early 1970s, on the other
hand, regarded business value as of only minor relevance when
they were deciding the prices at which they would buy or sell. This
now seems hard to believe. However, these institutions were then
under the spell of academics at prestigious business schools who
were preaching a newly-fashioned theory: the stock market was to-
tally efficient, and therefore calculations of business value-and
even thought, itself-were of no importance in investment activi-
ties. (We are enormously indebted to those academics: what could
be more advantageous in an intellectual contest-whether it be
bridge, chess, or stock selection-than to have opponents who
have been taught that thinking is a waste of energy?)15

                                        Mr. Market16
                                  A.
     Whenever Charlie and I buy common stocks for Berkshire's
insurance companies (leaving aside arbitrage purchases, discussed
[in the next essay]) we approach the transaction as if we were buy-
ing into a private business. We look at the economic prospects of
the business, the people in charge of running it, and the price we
must pay. We do not have in mind any time or price for sale. In-
deed, we are willing to hold a stock indefinitely so long as we ex-
pect the business to increase in intrinsic value at a satisfactory rate.
When investing, we view ourselves as business analysts-not as
market analysts, not as macroeconomic analysts, and not even as
security analysts.
     Our approach makes an active trading market useful, since it
periodically presents us with mouth-watering opportunities. But by

       [First two introductory paragraphs, 1985.]
  15
       [1987.]
  16


                                            63
                    CARDOZO LAW REVIEW                       [Vol. 19:1
64

no means is it essential: a prolonged suspension of trading in the
securities we hold would not bother us any more than does the lack
of daily quotations on World Book or Fechheimer. Eventually, our
economic fate will be determined by the economic fate of the busi-
ness we own, whether our ownership is partial or total.
     Ben Graham, my friend and teacher, long ago described the
mental attitude toward market fluctuations that I believe to be
most conducive to investment success. He said that you should im-
agine market quotations as coming from a remarkably accommo-
dating fellow named Mr. Market who is your partner in a private
business. Without fail, Mr. Market appears daily and names a price
at which he will either buy your interest or sell you his.
     Even though the business that the two of you own may have
economic characteristics that are stable, Mr. Market's quotations
will be anything but. For, sad to say, the poor fellow has incurable
emotional problems. At times he feels euphoric and can see only
the favorable factors affecting the business. When in that mood, he
names a very high buy-sell price because he fears that you will snap
up his interest and rob him of imminent gains. At other times he is
depressed and can see nothing but trouble ahead for both the busi-
ness and the world. On these occasions he will name a very low
price, since he is terrified that you will unload your interest on him.
     Mr. Market has another endearing characteristic: He doesn't
mind being ignored. If his quotation is uninteresting to you today,
he will be back with a new one tomorrow. Transactions are strictly
at your option. Under these conditions, the more manic-depressive
his behavior, the better for you.
     But, like Cinderella at the ball, you must heed one warning or
everything will turn into pumpkins and mice: Mr. Market is there
to serve you, not to guide you. It is his pocketbook, not his wis-
dom, that you will find useful. If he shows up some day in a partic-
ularly foolish mood, you are free to either ignore him or to take
advantage of him, but it will be disastrous if you fall under his in-
fluence. Indeed, if you aren't certain that you understand and can
value your business far better than Mr. Market you don't belong in
the game. As they say in poker, "If you've been in the game 30
minutes and you don't know who the patsy is, you're the patsy."
     Ben's Mr. Market allegory may seem out-of-date in today's
investment world, in which most professionals and academicians
talk of efficient markets, dynamic hedging and betas. Their interest
in such matters is understandable, since techniques shrouded in
mystery clearly have value to the purveyor of investment advice.
             THE ESSAYS OF WARREN BUFFETT
1997]                                                               65

After all, what witch doctor has ever achieved fame and fortune by
simply advising "Take two aspirins"?
     The value of market esoterica to the consumer of investment
advice is a different story. In my opinion, investment success will
not be produced by arcane formulae, computer programs or signals
flashed by the price behavior of stocks and markets. Rather an
investor will succeed by coupling good business judgment with an
ability to insulate his thoughts and behavior from the super-conta-
gious emotions that swirl about the marketplace. In my own ef-
forts to stay insulated, I have found it highly useful to keep Ben's
Mr. Market concept firmly in mind.
     Following Ben's teachings, Charlie and I let our marketable
equities tell us by their operating results-not by their daily, or
even yearly, price quotations-whether our investments are suc-
cessful. The market may ignore business success for a while, but
eventually will confirm it. As Ben said: "In the short run, the mar-
ket is a voting machine but in the long run it is a weighing
machine." The speed at which a business's success is recognized,
furthermore, is not that important as long as the company's intrin-
sic value is increasing at a satisfactory rate. In fact, delayed recog-
nition can be an advantage: It may give us the chance to buy more
of a good thing at a bargain price.
     Sometimes, of course, the market may judge a business to be
more valuable than the underlying facts would indicate it is. In
such a case, we will sell our holdings. Sometimes, also, we will sell
a security that is fairly valued or even undervalued because we re-
quire funds for a still more undervalued investment or one we be-
lieve we understand better.
     We need to emphasize, however, that we do not sell holdings
just because they have appreciated or because we have held them
for a long time. (Of Wall Street maxims the most foolish may be
"You can't go broke taking a profit.") We are quite content to
hold any security indefinitely, so long as the prospective return on
equity capital of the underlying business is satisfactory, manage-
ment is competent and honest, and the market does not overvalue
the business.
     However, our insurance companies own three marketable
common stocks that we would not sell even though they became
far overpriced in the market. In effect, we view these investments
exactly like our successful controlled businesses-a permanent part
of Berkshire rather than merchandise to be disposed of once Mr.
Market offers us a sufficiently high price. To that, I will add one
66                        CARDOZO LAW REVIEW              [Vol. 19:1

qualifier: These stocks are held by our insurance companies and we
would, if absolutely necessary, sell portions of our holdings to pay
extraordinary insurance losses. We intend, however, to manage our
affairs so that sales are never required.
     A determination to have and to hold, which Charlie and I
share, obviously involves a mixture of personal and financial con-
siderations. To some, our stand may seem highly eccentric. (Char-
lie and I have long followed David Ogilvy's advice: "Develop your
eccentricities while you are young. That way, when you get old,
people won't think you're going ga-ga.") Certainly, in the transac-
tion-fixated Wall Street of recent years, our posture must seem
odd: To many in that arena, both companies and stocks are seen
only as raw material for trades.
     Our attitude, however, fits our personalities and the way we
want to live our lives. Churchill once said, "You shape your houses
and then they shape you." We know the manner in which we wish
to be shaped. For that reason, we would rather achieve a return of
X while associating with people whom we strongly like and admire
than realize 110% of X by exchanging these relationships for unin-
teresting or unpleasant ones.

                                         Arbitrage17
                                   B.
     [O]ur insurance subsidiaries sometimes engage in arbitrage as
an alternative to holding short-term cash equivalents. We prefer,
of course, to make major long-term commitments, but we often
have more cash than good ideas. At such times, arbitrage some-
times promises much greater returns than Treasury Bills and,
equally important, cools any temptation we may have to relax our
standards for long-term investments. (Charlie's signoff after we've
talked about an arbitrage commitment is usually: "Okay, at least it
will keep you out of bars.")
     During 1988 we made unusually large profits from arbitrage,
measured both by absolute dollars and rate of return. Our pre-tax
gain was about $78 million on average invested funds of about $147
million.
     This level of activity makes some detailed discussion of arbi-
trage and our approach to it appropriate. Once, the word applied
only to the simultaneous purchase and sale of securities or foreign
exchange in two different markets. The goal was to exploit tiny
price differentials that might exist between, say, Royal Dutch stock

       [Divided by hash lines: 1988; 1989.]
  17
            THE ESSAYS OF WARREN BUFFETT
1997]                                                            67

trading in guilders in Amsterdam, pounds in London, and dollars
in New York. Some people might call this scalping: it won't sur-
prise you that practitioners opted for the French term, arbitrage.
      Since World War I the definition of arbitrage-or "risk arbi-
trage," as it is now sometimes called-has expanded to include the
pursuit of profits from an announced corporate event such as sale
of the company, merger, recapitalization, reorganization, liquida-
tion, self-tender, etc. In most cases the arbitrageur expects to
profit regardless of the behavior of the stock market. The major
risk he usually faces instead is that the announced event won't
happen.
      Some offbeat opportunities occasionally arise in the arbitrage
field. I participated in one of these when I was 24 and working in
New York for Graham-Newman Corp. Rockwood & Co., a Brook-
lyn-based chocolate products company of limited profitability, had
adopted LIFO inventory valuation in 1941 when cocoa was selling
for 5 cents per pound. In 1954 a temporary shortage of cocoa
caused the price to soar to over 60 cents. Consequently Rockwood
wished to unload its valuable inventory-quickly, before the price
dropped. But if the cocoa had simply been sold off, the company
would have owed close to a 50% tax on the proceeds.
      The 1954 Tax Code came to the rescue. It contained an arcane
provision that eliminated the tax otherwise due on LIFO profits if
inventory was distributed to shareholders as part of a plan reducing
the scope of a corporation's business. Rockwood decided to termi-
nate one of its businesses, the sale of cocoa butter, and said 13
million pounds of its cocoa bean inventory was attributable to that
activity. Accordingly, the company offered to repurchase its stock
in exchange for the cocoa beans it no longer needed, paying 80
pounds of beans for each share.
      For several weeks I busily bought shares, sold beans, and
made periodic stops at Schroeder Trust to exchange stock certifi-
cates for warehouse receipts. The profits were good and my only
expense was subway tokens.
      The architect of Rockwood's restructuring was an unknown,
but brilliant Chicagoan, Jay Pritzker, then 32. If you're familiar
with Jay's subsequent record, you won't be surprised to hear the
action worked out rather well for Rockwood's continuing share-
holders also. From shortly before the tender until shortly after it,
Rockwood stock appreciated from 15 to 100, even though the com-
pany was experiencing large operating losses. Sometimes there is
more to stock valuation than price-earnings ratios.
68                  CARDOZO LAW REVIEW                       [Vol. 19:1

      In recent years, most arbitrage operations have involved take-
overs, friendly and unfriendly. With acquisition fever rampant,
with anti-trust challenges almost non-existent, and with bids often
ratcheting upward, arbitrageurs have prospered mightily. They
have not needed special talents to do well; the trick, à la Peter Sell-
                                                         a
ers in the movie, has simply been "Being There." In Wall Street
the old proverb has been reworded: "Give a man a fish and you
feed him for a day. Teach him how to arbitrage and you feed him
forever." (If, however, he studied at the Ivan Boesky School of
Arbitrage, it may be a state institution that supplies his meals.)
      To evaluate arbitrage situations you must answer four ques-
tions: (1) How likely is it that the promised event will indeed oc-
cur? (2) How long will your money be tied up? (3) What chance is
there that something still better will transpire-a competing take-
over bid, for example? and (4) What will happen if the event does
not take place because of anti-trust action, financing glitches, etc.?
      Arcata Corp., one of our more serendipitous arbitrage exper-
iences, illustrates the twists and turns of the business. On Septem-
ber 28, 1981 the directors of Arcata agreed in principle to sell the
company to Kohlberg Kravis Roberts & Co. (KKR), then and now
a major leveraged-buyout firm. Arcata was in the printing and for-
est products businesses and had one other thing going for it: In
1978 the U.S. Government had taken title to 10,700 acres of Arcata
timber, primarily old-growth redwood, to expand Redwood Na-
tional Park. The government had paid $97.9 million, in several in-
stallments, for this acreage, a sum Arcata was contesting as grossly
inadequate. The parties also disputed the interest rate that should
apply to the period between the taking of the property and final
payment for it. The enabling legislation stipulated 6% simple in-
terest; Arcata argued for a much higher and compounded rate.
      Buying a company with a highly-speculative, large-sized claim
in litigation creates a negotiating problem, whether the claim is on
behalf of or against the company. To solve this problem, KKR of-
fered $37.00 per Arcata share plus two-thirds of any additional
amounts paid by the government for the redwood lands.
      Appraising this arbitrage opportunity, we had to ask ourselves
whether KKR would consummate the transaction since, among
other things, its offer was contingent upon its obtaining "satisfac-
tory financing." A clause of this kind is always dangerous for the
seller: It offers an easy exit for a suitor whose ardor fades between
proposal and marriage. However, we were not particularly worried
             THE ESSAYS OF WARREN BUFFETT
1997]                                                              69

about this possibility because KKR's past record for closing had
been good.
     We also had to ask ourselves what would happen if the KKR
deal did fall through, and here we also felt reasonably comfortable:
Arcata's management and directors had been shopping the com-
pany for some time and were clearly determined to sell. If KKR
went away, Arcata would likely find another buyer, though of
course, the price might be lower.
     Finally, we had to ask ourselves what the redwood claim might
be worth. Your Chairman, who can't tell an elm from an oak, had
no trouble with that one: He coolly evaluated the claim at some-
where between zero and a whole lot.
     We started buying Arcata stock, then around $33.50, on Sep-
tember 30 and in eight weeks purchased about 400,000 shares, or
5% of the company. The initial announcement said that the $37.00
would be paid in January, 1982. Therefore, if everything had gone
perfectly, we would have achieved an annual rate of return of
about 40%-not counting the redwood claim, which would have
been frosting.
     All did not go perfectly. In December it was announced that
the closing would be delayed a bit. Nevertheless, a definitive
agreement was signed on January 4. Encouraged, we raised our
stake, buying at around $38.00 per share and increasing our hold-
ings to 655,000 shares, or over 7% of the company. Our willingness
to pay up-even though the closing had been postponed-re-
flected our leaning toward "a whole lot" rather than "zero" for the
redwoods.
     Then, on February 25 the lenders said they were taking a "sec-
ond look" at financing terms "in view of the severely depressed
housing industry and its impact on Arcata's outlook." The stock-
holders' meeting was postponed again, to April. An Arcata
spokesman said he "did not think the fate of the acquisition itself
was imperiled." When arbitrageurs hear such reassurances, their
minds flash to the old saying: "He lied like a finance minister on
the eve of devaluation."
     On March 12 KKR said its earlier deal wouldn't work, first
cutting its offer to $33.50, then two days later raising it to $35.00.
On March 15, however, the directors turned this bid down and ac-
cepted another group's offer of $37.50 plus one-half of any red-
wood recovery. The shareholders okayed the deal, and the $37.50
was paid on June 4.
                   CARDOZO LAW REVIEW
70                                                          [Vol. 19:1

      We received $24.6 million versus our cost of $22.9 million; our
average holding period was close to six months. Considering the
trouble this transaction encountered, our 15% annual rate of re-
turn-excluding any value for the redwood claim-was more than
satisfactory.
      But the best was yet to come. The trial judge appointed two
commissions, one to look at the timber's value, the other to con-
sider the interest rate questions. In January 1987, the first commis-
sion said the redwoods were worth $275.7 million and the second
commission recommended a compounded, blended rate of return
working out to about 14%.
      In August 1987 the judge upheld these conclusions, which
meant a net amount of about $600 million would be due Arcata.
The government then appealed. In 1988, though, before this ap-
peal was heard, the claim was settled for $519 million. Conse-
quently, we received an additional $29.48 per share, or about $19.3
million. We will get another $800,000 or so in 1989.
      Berkshire's arbitrage activities differ from those of many arbi-
trageurs. First, we participate in only a few, and usually very large,
transactions each year. Most practitioners buy into a great many
deals-perhaps 50 or more per year. With that many irons in the
fire, they must spend most of their time monitoring both the pro-
gress of deals and the market movements of the related stocks.
This is not how Charlie nor I wish to spend our lives. (What's the
sense in getting rich just to stare at a ticker tape all day?)
      Because we diversify so little, one particularly profitable or
unprofitable transaction will affect our yearly result from arbitrage
far more than it will the typical arbitrage operation. So far, Berk-
shire has not had a really bad experience. But we will-and when
it happens we'll report the gory details to you.
      The other way we differ from some arbitrage operations is that
we participate only in transactions that have been publicly an-
nounced. We do not trade on rumors or try to guess takeover can-
didates. We just read the newspapers, think about a few of the big
propositions, and go by our own sense of probabilities.
      At yearend, our only major arbitrage position was 3,342,000
shares of RJR Nabisco with a cost of $281.8 million and a market
value of $304.5 million. In January we increased our holdings to
roughly four million shares and in February we eliminated our po-
sition. About three million shares were accepted when we ten-
dered our holdings to KKR, which acquired RJR, and the returned
1997]                                                              71
             THE ESSAYS OF WARREN BUFFETT

shares were promptly sold in the market. Our pre-tax profit was a
better-than-expected $64 million.
     Earlier, another familiar face turned up in the RJR bidding
contest: Jay Pritzker, who was part of a First Boston group that
made a tax-oriented offer. To quote Yogi Berra; "It was déjà vu all
over again."
     During most of the time when we normally would have been
purchasers of RJR, our activities in the stock were restricted be-
cause of Salomon's participation in a bidding group. Customarily,
Charlie and I, though we are directors of Salomon, are walled off
from information about its merger and acquisition work. We have
asked that it be that way: The information would do us no good
and could, in fact, occasionally inhibit Berkshire's arbitrage
operations.
     However, the unusually large commitment that Salomon pro-
posed to make in the RJR deal required that all directors be fully
informed and involved. Therefore, Berkshire's purchases of RJR
were made at only two times: first, in the few days immediately
following management's announcement of buyout plans, before
Salomon became involved; and considerably later, after the RJR
board made its decision in favor of KKR. Because we could not
buy at other times, our directorships cost Berkshire significant
money.
     Considering Berkshire's good results in 1988, you might ex-
pect us to pile into arbitrage during 1989. Instead, we expect to be
on the sidelines.
     One pleasant reason is that our cash holdings are down-be-
cause our position in equities that we expect to hold for a very long
time is substantially up. As regular readers of this report know,
our new commitments are not based on a judgment about short-
term prospects for the stock market. Rather, they reflect an opin-
ion about long-term business prospects for specific companies. We
do not have, never have had, and never will have an opinion about
where the stock market, interest rates, or business activity will be a
year from now.
     Even if we had a lot of cash we probably would do little in
arbitrage in 1989. Some extraordinary excesses have developed in
the takeover field. As Dorothy says: "Toto, I have a feeling we're
not in Kansas any more."
     We have no idea how long the excesses will last, nor do we
know what will change the attitudes of government, lender and
buyer that fuel them. But we do know that the less the prudence
72                                                                    [Vol. 19:1
                           CARDOZO LAW REVIEW

with which others conduct their affairs, the greater the prudence
with which we should conduct our own affairs. We have no desire
to arbitrage transactions that reflect the unbridled - and, in our
view, often unwarranted-optimism of both buyers and lenders. In
our activities, we will heed the wisdom of Herb Stein: "If some-
thing can't go on forever, it will end."

     We told you last year that we expected to do little in arbitrage
during 1989, and that's the way it turned out. Arbitrage positions
are a substitute for short-term cash equivalents, and during part of
the year we held relatively low levels of cash. In the rest of the
year we had a fairly good-sized cash position and even so chose not
to engage in arbitrage. The main reason was corporate transac-
tions that made no economic sense to us; arbitraging such deals
comes too close to playing the greater-fool game. (As Wall
Streeter Ray DeVoe says: "Fools rush in where angels fear to
trade.") We will engage in arbitrage from time to time-some-
times on a large scale-but only when we like the odds.

                            Debunking Standard Dogma 18
                      C.
     The preceding discussion about arbitrage makes a small dis-
cussion of "efficient market theory" (EMT) also seem relevant.
This doctrine became highly fashionable-indeed, almost holy
scripture-in academic circles during the 1970s. Essentially, it said
that analyzing stocks was useless because all public information
about them was appropriately reflected in their prices. In other
words, the market always knew everything. As a corollary, the
professors who taught EMT said that someone throwing darts at
the stock tables could select a stock portfolio having prospects just
as good as one selected by the brightest, most hard-working secur-
ityanalyst. Amazingly, EMTwas embraced not only by academics,
but by many investment professionals and corporate managers as
well. Observing correctly that the market was frequently efficient,
they went on to conclude incorrectly that it was always efficient.
The difference between these propositions is night and day.
     In my opinion, the continuous 63-year arbitrage experience of
Graham-Newman Corp., Buffett Partnership, and Berkshire illus-
trates just how foolish EMT is. (There's plenty of other evidence,
also.) While at Graham-Newman, I made a study of its earnings
from arbitrage during the entire 1926-1956 lifespan of the com-

       [Divided by hash lines: 1988; 1988; 1993; 1986; 1991; 1987.]
  18
                                                                      73
             THE ESSAYS OF WARREN BUFFETT
1997]

pany. Unleveraged returns averaged 20% per year. Starting in
1956, I applied Ben Graham's arbitrage principles, first at Buffett
Partnership and then Berkshire. Though I've not made an exact
calculation, I have done enough work to know that the 1956-1988
returns averaged well over 20%. (Of course, I operated in an envi-
ronment far more favorable than Ben's; he had 1929-1932 to con-
tend with.)
     All of the conditions are present that are required for a fair
test of portfolio performance: (1) the three organizations traded
hundreds of different securities while building this 63-year record;
(2) the results are not skewed by a few fortunate experiences; (3)
we did not have to dig for obscure facts or develop keen insights
about products or managements-we simply acted on highly-publi-
cized events; and (4) our arbitrage positions were a clearly identi-
fied universe-they have not been selected by hindsight.
     Over the 63 years, the general market delivered just under a
10% annual return, including dividends. That means $1,000' would
have grown to $405,000 if all income had been reinvested. A 20%
rate of return, however, would have produced $97 million. That
strikes us a statistically-significant differential that might, conceiva-
bly, arouse one's curiosity.
     Yet proponents of the theory have never seemed interested in
discordant evidence of this type. True, they don't talk quite as
much about their theory today as they used to. But no one, to my
knowledge, has ever said he was wrong, no matter how many
thousands of students he has sent forth misinstructed. EMT, more-
over, continues to be an integral part of the investment curriculum
at major business schools. Apparently, a reluctance to recant, and
thereby to demystify the priesthood, is not limited to theologians.
     Naturally the disservice done students and gullible investment
professionals who have swallowed EMT has been an extraordinary
service to us and other followers of Graham. In any sort of a con-
test-financial, mental, or physical-it's an enormous advantage to
have opponents who have been taught that it's useless to even try.
From a selfish point of view, Grahamites should probably endow
chairs to ensure the perpetual teaching of EMT.
     All this said, a warning is appropriate. Arbitrage has looked
easy recently. But this is not a form of investing that guarantees
profits of 20% a year or, for that matter, profits of any kind. As
noted, the market is reasonably efficient much of the time: For
every arbitrage opportunity we seized in that 63-year period, many
more were foregone because they seemed properly-priced.
74                                                                            [Vol. 19:1
                         CARDOZO LAW REVIEW

     An investor cannot obtain superior profits from stocks by sim-
ply committing to a specific investment category or style. He can
earn them only by carefully evaluating facts and continuously exer-
cising discipline. Investing in arbitrage situations, per se, is no bet-
ter a strategy than selecting a portfolio by throwing darts.

     [W]hen we own portions of outstanding businesses with out-
standing managements, our favorite holding period is forever. We
are just the opposite of those who hurry to sell and book profits
when companies perform well but who tenaciously hang on to busi-
nesses that disappoint. Peter Lynch aptly likens such behavior to
cutting the flowers and watering the weeds.

      [W]e continue to think that it is usually foolish to part with an
interest in a business that is both understandable and durably won-
derful. Business interests of that kind are simply too hard to
replace.
     Interestingly, corporate managers have no trouble understand-
ing that point when they are focusing on a business they operate: A
parent company that owns a subsidiary with superb long-term eco-
nomics is not likely to sell that entity regardless of price. "Why,"
the CEO would ask, "should I part with my crown jewel?" Yet that
same CEO, when it comes to running his personal investment port-
folio, will offhandedly-and even impetuously-move from busi-
ness to business when presented with no more than superficial
arguments by his broker for doing so. The worst of these is per-
haps, "You can't go broke taking a profit." Can you imagine a
CEO using this line to urge his board to sell a star subsidiary? In
our view, what makes sense in business also makes sense in stocks:
An investor should ordinarily hold a small piece of an outstanding
business with the same tenacity that an owner would exhibit if he
owned all of that business.
     Earlier I mentioned the financial results that could have been
achieved by investing $40 in The Coca-Cola Co. in 1919.19 In 1938,
more than 50 years after the introduction of Coke, and long after

      [A separate paragraph from this 1993 letter provided as follows:]
  19
     Let me add a lesson from history: Coke went public in 1919 at $40 per share. By the
end of 1920 the market, coldly reevaluating Coke's future prospects, had battered the stock
down by more than 50%, to $19.50. At yearend 1993, that single share, with dividends
reinvested, was worth more than $2.1 million. As Ben Graham said: "In the short-run, the
market is a voting machine-reflecting a voter-registration test that requires only money,
not intelligence or emotional stability-but in the long-run, the market is a weighing
machine."
1997]                                                                  75
              THE ESSAYS OF WARREN BUFFETT

the drink was firmly established as an American icon, Fortune did
an excellent story on the company. In the second paragraph the
writer reported: "Several times every year a weighty and serious
investor looks long and with profound respect at Coca-Cola's rec-
ord, but comes regretfully to the conclusion that he is looking too
late. The specters of saturation and competition rise before him."
      Yes, competition there was in 1938 and in 1993 as well. But
it's worth noting that in 1938 The Coca-Cola Co. sold 207 million
cases of soft drinks (if its gallonage then is converted into the 192-
ounce cases used for measurement today) and in 1993 it sold about
10.7 billion cases, a 50-fold increase in physical volume from a com-
pany that in 1938 was already dominant in its very major industry.
Nor was the party over in 1938 for an investor: Though the $40
invested in 1919 in one share had (with dividends reinvested)
turned into $3,277 by the end of 1938, a fresh $40 then invested in
Coca-Cola stock would have grown to $25,000 by yearend 1993.
      I can't resist one more quote from that 1938 Fortune story: "It
would be hard to name any company comparable in size to Coca-
Cola and selling, as Coca-Cola does, an unchanged product that
can point to a ten-year record anything like Coca-Cola's." In the 55
years that have since passed, Coke's product line has broadened
somewhat, but it's remarkable how well that description still fits.
      Charlie and I decided long ago that in an investment lifetime
it's too hard to make hundreds of smart decisions. That judgment
became ever more compelling as Berkshire's capital mushroomed
and the universe of investments that could significantly affect our
results shrank dramatically. Therefore, we adopted a strategy that
required our being smart-and not too smart at that-only a very
few times. Indeed, we'll now settle for one good idea a year.
(Charlie says it's my turn.)
      The strategy we've adopted precludes our following standard
diversification dogma. Many pundits would therefore say the strat-
egy must be riskier than that employed by more conventional in-
vestors. We disagree. We believe that a policy of portfolio
concentration may well decrease risk if it raises, as it should, both
the intensity with which an investor thinks about a business and the
comfort-level he must feel with its economic characteristics before
buying into it. In stating this opinion, we define risk, using diction-
ary terms, as "the possibility of loss or injury."
      Academics, however, like to define investment "risk" differ-
ently, averring that it is the relative volatility of a stock or portfolio
of stocks-that is, their volatility as compared to that of a large
76                  CARDOZO LAW REVIEW                       [Vol. 19:1

universe of stocks. Employing data bases and statistical skills,
these academics compute with precision the "beta" of a stock-its
relative volatility in the past-and then build arcane investment
and capital-allocation theories around this calculation. In their
hunger for a single statistic to measure risk, however, they forget a
fundamental principle: It is better to be approximately right than
precisely wrong.
      For owners of a business-and that's the way we think of
shareholders-the academics' definition of risk is far off the mark,
so much so that it produces absurdities. For example, under beta-
based theory, a stock that has dropped very sharply compared to
the market-as had Washington Post when we bought it in 1973-
becomes "riskier" at the lower price than it was at the higher price.
Would that description have then made any sense to someone who
was offered the entire company at a vastly-reduced price?
      In fact, the true investor welcomes volatility. Ben Graham ex-
plained why in Chapter 8 of The Intelligent Investor. There he in-
troduced "Mr. Market," an obliging fellow who shows up every day
to either buy from you or sell to you, whichever you wish. The
more manic-depressive this chap is, the greater the opportunities
available to the investor. That's true because a wildly fluctuating
market means that irrationally low prices will periodically be at-
tached to solid businesses. It is impossible to see how the availabil-
ity of such prices can be thought of as increasing the hazards for an
investor who is totally free to either ignore the market or exploit its
folly.
      In assessing risk, a beta purist will disdain examining what a
company produces, what its competitors are doing, or how much
borrowed money the business employs. He may even prefer not to
know the company's name. What he treasures is the price history
of its stock. In contrast, we'll happily forgo knowing the price his-
tory and instead will seek whatever information will further our
understanding of the company's business. After we buy a stock,
consequently, we would not be disturbed if markets closed for a
year or two. We don't need a daily quote on our 100% position in
See's or H.H. Brown to validate our well-being. Why, then, should
we need a quote on our 7% interest in Coke?
      In our opinion, the real risk an investor must assess is whether
his aggregate after-tax receipts from an investment (including
those he receives on sale) will, over his prospective holding period,
give him at least as much purchasing power as he had to begin
with, plus a modest rate of interest on that initial stake. Though
              THE ESSAYS OF WARREN BUFFETT                              77
1997]

this risk cannot be calculated with engineering precision, it can in
some cases be judged with a degree of accuracy that is useful. The
primary factors bearing upon this evaluation are:
     1) The certainty with which the long-term economic charac-
          teristics of the business can be evaluated;
     2) The certainty with which management can be evaluated,
          both as to its ability to realize the full potential of the busi-
          ness and to wisely employ its cash flows;
     3) The certainty with which management can be counted on
          to channel the reward from the business to the sharehold-
          ers rather than to itself;
     4) The purchase price of the business;
     5) The levels of taxation and inflation that will be experienced
          and that will determine the degree by which an investor's
          purchasing-power return is reduced from his gross return.
      These factors will probably strike many analysts as unbearably
fuzzy since they cannot be extracted from a data base of any kind.
But the difficulty of precisely quantifying these matters does not
negate their importance nor is it insuperable. Just as Justice Stew-
art found it impossible to formulate a test for obscenity but never-
theless asserted, "I know it when I see it," so also can investors-in
an inexact but useful way-"see" the risks inherent in certain in-
vestments without reference to complex equations or price
histories.
      Is it really so difficult to conclude that Coca-Cola and Gillette
possess far less business risk over the long term than, say, any com-
puter company or retailer? Worldwide, Coke sells about 44% of
all soft drinks, and Gillette has more than a 60% share (in value) of
the blade market. Leaving aside chewing gum, in which Wrigley is
dominant, I know of no other significant businesses in which the
leading company has long enjoyed such global power.
     Moreover, both Coke and Gillette have actually increased
their worldwide shares of market in recent years. The might of
their brand names, the attributes of their products, and the
strength of their distribution systems give them an enormous com-
petitive advantage, setting up a protective moat around their eco-
nomic castles. The average company, in contrast, does battle daily
without any such means of protection. As Peter Lynch says, stocks
of companies selling commodity-like products should come with a
warning label: "Competition may prove hazardous to human
wealth."
                    CARDOZO LAW REVIEW
78                                                          [Vol. 19:1

      The competitive strengths of a Coke or Gillette are obvious to
even the casual observer of business. Yet the beta of their stocks is
similar to that of a great many run-of-the-mill companies who pos-
sess little or no competitive advantage. Should we conclude from
this similarity that the competitive strength of Coke and Gillette
gains them nothing when business risk is being measured? Or
should we conclude that the risk in owning a piece of a company-
its stock-is somehow divorced from the long-term risk inherent in
its business operations? We believe neither conclusion makes
sense and that equating beta with investment risk makes no sense.
      The theoretician bred on beta has no mechanism for differen-
tiating the risk inherent in, say, a single-product toy company sell-
ing pet rocks or hula hoops from that of another toy company
whose sole product is Monopoly or Barbie. But it's quite possible
for ordinary investors to make such distinctions if they have a rea-
sonable understanding of consumer behavior and the factors that
create long-term competitive strength or weakness. Obviously,
every investor will make mistakes. But by confining himself to a
relatively few, easy-to-understand cases, a reasonably intelligent,
informed and diligent person can judge investment risks with a use-
ful degree of accuracy.
      In many industries, of course, Charlie and I can't determine
whether we are dealing with a "pet rock" or a "Barbie." We
couldn't solve this problem, moreover, even if we were to spend
years intensely studying those industries. Sometimes our own in-
tellectual shortcomings would stand in the way of understanding,
and in other cases the nature of the industry would be the road-
block. For example, a business that must deal with fast-moving
technology is not going to lend itself to reliable evaluations of its
long-term economics. Did we foresee thirty years ago what would
transpire in the television-manufacturing or computer industries?
Of course not. (Nor did most of the investors and corporate man-
agers who enthusiastically entered those industries.) Why, then,
should Charlie and I now think we can predict the future of other
rapidly-evolving businesses? We'll stick instead with the easy cases.
Why search for a needle buried in a haystack when one is sitting in
plain sight?
      Of course, some investment strategies-for instance, our ef-
forts in arbitrage over the years-require wide diversification. If
significant risk exists in a single transaction, overall risk should be
reduced by making that purchase one of many mutually-independ-
ent commitments. Thus, you may consciously purchase a risky in-
                                                                   79
             THE ESSAYS OF WARREN BUFFETT
1997]

vestment-one that indeed has a significant possibility of causing
loss or injury-if you believe that your gain, weighted for
probabilities, considerably exceeds your loss, comparably
weighted, and if you can commit to a number of similar, but unre-
lated opportunities. Most venture capitalists employ this strategy.
Should you choose to pursue this course, you should adopt the out-
look of the casino that owns a roulette wheel, which will want to
see lots of action because it is favored by probabilities; but will
refuse to accept a single, huge bet.
     Another situation requiring wide diversification occurs when
an investor who does not understand the economics of specific
businesses nevertheless believes it in his interest to be a long-term
owner of American industry. That investor should both own a
large number of equities and space out his purchases. By periodi-
cally investing in an index fund, for example, the know-nothing in-
vestor can actually out-perform most investment professionals.
Paradoxically, when "dumb" money acknowledges its limitations, it
ceases to be dumb.
     On the other hand, if you are a know-something investor, able
to understand business economics and to find five to ten sensibly-
priced companies that possess important long-term competitive ad-
vantages, conventional diversification makes no sense for you. It is
apt simply to hurt your results and increase your risk. I cannot
understand why an investor of that sort elects to put money into a
business that is his 20th favorite rather than simply adding that
money to his top choices-the businesses he understands best and
that present the least risk, along with the greatest profit potential.
In the words of the prophet Mae West: "Too much of a good thing
can be wonderful."

     We should note that we expect to keep permanently our three
primary holdings, Capital Cities/ABC, Inc., GEICO Corporation,
and The Washington Post. Even if these securities were to appear
significantly overpriced, we would not anticipate selling them, just
as we would not sell See's or Buffalo Evening News if someone
were to offer us a price far above what we believe those businesses
are worth.
     This attitude may seem old-fashioned in a corporate world in
which activity has become the order of the day. The modern man-
ager refers to his "portfolio" of businesses-meaning that all of
them are candidates for "restructuring" whenever such a move is
dictated by Wall Street preferences, operating conditions or a new
80                  CARDOZO LAW REVIEW                       [Vol. 19:1

corporate "concept." (Restructuring is defined narrowly, however:
it extends only to dumping offending businesses, not to dumping
the officers and directors who bought the businesses in the first
place. "Hate the sin but love the sinner" is a theology as popular
with the Fortune 500 as it is with the Salvation Army.)
     Investment managers are even more hyperkinetic: their be-
havior during trading hours makes whirling dervishes appear se-
dated by comparison. Indeed, the term "institutional investor" is
becoming one of those self-contradictions called an oxymoron,
comparable to "jumbo shrimp," "lady mudwrestler" and "inexpen-
sive lawyer."
     Despite the enthusiasm for activity that has swept business
and financial America, we will stick with our 'til-death-do-us-part
policy. It's the only one with which Charlie and I are comfortable,
it produces decent results, and it lets our managers and those of
our investees run their businesses free of distractions.

     Our stay-put behavior reflects our view that the stock market
serves as a relocation center at which money is moved from the
active to the patient. (With tongue only partly in check, I suggest
that recent events indicate that the much-maligned "idle rich" have
received a bad rap: They have maintained or increased their wealth
while many of the "energetic rich"-aggressive real estate opera-
tors, corporate acquirers, oil drillers, etc.-have seen their fortunes
disappear.)

     We continually search for large businesses with understanda-
ble, enduring and mouth-watering economics that are run by able
and shareholder-oriented managements. This focus doesn't guar-
antee results: We both have to buy at a sensible price and get busi-
ness performance from our companies that validates our
assessment. But this investment approach-searching for the
superstars-offers us our only chance for real success. Charlie and
I are simply not smart enough, considering the large sums we work
with, to get great results by adroitly buying and selling portions of
far-from-great businesses. Nor do we think many others can
achieve long-term investment success by flitting from flower to
flower. Indeed, we believe that according the name "investors" to
institutions that trade actively is like calling someone who repeat-
edly engages in one-night stands a romantic.
     If my universe of business possibilities was limited, say, to pri-
vate companies in Omaha, I would, first, try to assess the long-term
1997]                                                                81
             THE ESSAYS OF WARREN BUFFETT

economic characteristics of each business; second, assess the qual-
ity of the people in charge of running it; and, third, try to buy into a
few of the best operations at a sensible price. I certainly would not
wish to own an equal part of every business in town. Why, then,
should Berkshire take a different tack when dealing with the larger
universe of public companies? And since finding great businesses
and outstanding managers is so difficult, why should we discard
proven products? (I was tempted to say "the real thing.") Our
motto is: "If at first you do succeed, quit trying."
     John Maynard Keynes, whose brilliance as a practicing inves-
tor matched his brilliance in thought, wrote a letter to a business
associate, F.e. Scott, on August 15, 1934 that says it all: "As time
goes on, 1 get more and more convinced that the right method in
investment is to put fairly large sums into enterprises which one
thinks one knows something about and in the management of
which one thoroughly believes. It is a mistake to think that one
limits one's risk by spreading too much between enterprises about
which one knows little and has no reason for special confidence
.... One's knowledge and experience are definitely limited and
there are seldom more than two or three enterprises at any given
time in which 1 personally feel myself entitled to put full
confidence. "

      During 1987 the stock market was an area of much excitement
but little net movement: The Dow advanced 2.3% for the year.
You are aware, of course, of the roller coaster ride that produced
this minor change. Mr. Market was on a manic rampage until Oc-
tober and then experienced a sudden, massive seizure.
      We have "professional" investors, those who manage many
billions, to thank for most of this turmoil. Instead of focusing on
what businesses will do in the years ahead, many prestigious money
managers now focus on what they expect other money managers to
do in the days ahead. For them, stocks are merely tokens in a
game, like the thimble and flatiron in Monopoly.
      An extreme example of what their attitude leads to is "portfo-
lio insurance," a money-management strategy that many leading
investment advisors embraced in 1986-1987. This strategy-which
is simply an exotically-labeled version of the small speculator's
stop-loss order-dictates that ever-increasing portions of a stock
portfolio, or their index-future equivalents, be sold as prices de-
cline. The strategy says nothing else matters: A downtick of a
given magnitude automatically produces a huge sell order. Ac-
82                        CARDOZO LAW REVIEW                 [Vol. 19:1

cording to the Brady Report, $60 billion to $90 billion of equities
were poised on this hair trigger in mid-October of 1987.
     If you've thought that investment advisors were hired to in-
vest, you may be bewildered by this technique. After buying a
farm, would a rational owner next order his real estate agent to
start selling off pieces of it whenever a neighboring property was
sold at a lower price? Or would you sell your house to whatever
bidder was available at 9:31 on some morning merely because at
9:30 a similar house sold for less than it would have brought on the
previous day?
     Moves like that, however, are what portfolio insurance tells a
pension fund or university to make when it owns a portion of en-
terprises such as Ford or General Electric. The less these compa-
nies are being valued at, says this approach, the more vigorously
they should be sold. As a "logical" corollary, the approach com-
mands the institutions to repurchase these companies-I'm not
making this up-once their prices have rebounded significantly.
Considering that huge sums are controlled by managers following
such Alice-in-Wonderland practices, is it any surprise that markets
sometimes behave in aberrational fashion?
     Many commentators, however, have drawn an incorrect con-
clusion upon observing recent events: They are fond of saying that
the small investor has no chance in a market now dominated by the
erratic behavior of the big boys. This conclusion is dead wrong:
Such markets are ideal for any investor-small or large-so long as
he sticks to his investment knitting. Volatility caused by money
managers who speculate irrationally with huge sums will offer the
true investor more chances to make intelligent investment moves.
He can be hurt by such volatility only if he is forced, by either
financial or psychological pressures, to sell at untoward times.

                         "Value" Investing: A Redundancy20
                   D.

     We really don't see many fundamental differences between
the purchase of a controlled business and the purchase of marketa-
ble holdings . . .. In each case we try to buy into businesses with
favorable long-term economics. Our goal is to find an outstanding
business at a sensible price, not a mediocre business at a bargain
price. Charlie and I have found that making silk purses out of silk
is the best that we can do; with sow's ears, we fail.

       [Divided by hash lines: 1987; 1992; 1985.]
  20
             THE ESSAYS OF WARREN BUFFETT                           83
1997]

      (It must be noted that your Chairman, always a quick study,
required only 20 years to recognize how important it was to buy
good businesses. In the interim, I searched for "bargains"-and
had the misfortune to find some. My punishment was an education
in the economics of short-line farm implement manufacturers,
third-place department stores, and New England textile
manufacturers.)
      Of course, Charlie and I may misread the fundamental eco-
nomics of a business. When that happens, we will encounter
problems whether that business is a wholly-owned subsidiary or a
marketable security, although it is usually far easier to exit from
the latter. (Indeed, businesses can be misread: Witness the Euro-
pean reporter who, after being sent to this country to profile An-
drew Carnegie, cabled his editor, "My God, you'll never believe
the sort of money there is in running libraries.") .
      In making both control purchases and stock purchases, we try
to buy not only good businesses, but ones run by high-grade, tal-
ented and likeable managers. If we make a mistake about the
managers we link up with, the controlled company offers a certain
advantage because we have the power to effect change. In prac-
tice, however, this advantage is somewhat illusory: Management
changes, like marital changes, are painful, time-consuming and
chancy. In any event, at our three marketable-but-permanent
holdings, this point is moot: With Tom Murphy and Dan Burke at
Cap Cities, Bill Snyder and Lou Simpson at GEleO, and Kay Gra-
ham and Dick Simmons at The Washington Post, we simply
couldn't be in better hands.
      I would say that the controlled company offers two main ad-
vantages. First, when we control a company we get to allocate cap-
ital, whereas we are likely to have little or nothing to say about this
process with marketable holdings. This point can be important be-
cause the heads of many companies are not skilled in capital alloca-
tion. Their inadequacy is not surprising. Most bosses rise to the
top because they have excelled in an area such as marketing, pro-
duction, engineering, administration-or, sometimes, institutional
politics.
      Once they become CEOs, they face new responsibilities. They
now must make capital allocation decisions, a critical job that they
may have never tackled and that is not easily mastered. To stretch
the point, it's as if the final step for a highly-talented musician was
not to perform at Carnegie Hall but, instead, to be named Chair-
man of the Federal Reserve.
                                                            [Vol. 19:1
                   CARDOZO LAW REVIEW
84

     The lack of skill that many CEOs have at capital allocation is
no small matter: After ten years on the job, a CEO whose company
annually retains earnings equal to 10% of net worth will have been
responsible for the deployment of more than 60% of all the capital
at work in the business.
     CEOs who recognize their lack of capital-allocation skills
(which not all do) will often try to compensate by turning to their
staffs, management consultants, or investment bankers. Charlie
and I have frequently observed the consequences of such "help."
On balance, we feel it is more likely to accentuate the capital-allo-
cation problem than to solve it.
     In the end, plenty of unintelligent capital allocation takes
place in corporate America. (That's why you hear so much about
"restructuring.") Berkshire, however, has been fortunate. At the
companies that are our major non-controlled holdings, capital has
generally been well-deployed and, in some cases, brilliantly so.
     The second advantage of a controlled company over a market-
able security has to do with taxes. Berkshire, as a corporate
holder, absorbs some significant tax costs through the ownership of
partial positions that we do not when our ownership is 80% or
greater. Such tax disadvantages have long been with us, but
changes in the tax code caused them to increase significantly dur-
ing [1986]. As a consequence, a given business result can now de-
liver Berkshire financial results that are as much as 50% better if
they come from an 80%-or-greater holding rather than from a
lesser holding.
     The disadvantages of owning marketable securities are some-
times offset by a huge advantage: Occasionally the stock market
offers us the chance to buy non-controlling pieces of extraordinary
businesses at truly ridiculous prices-dramatically below those
commanded in negotiated transactions that transfer control. For
example, we purchased our Washington Post stock in 1973 at $5.63
per share, and per-share operating earnings in 1987 after taxes
were $10.30. Similarly, our GElCO stock was purchased in 1976,
1979 and 1980 at an average of $6.67 per share, and after-tax oper-
ating earnings per share last year were $9.01. In cases such as these,
Mr. Market has proven to be a mighty good friend.

     Our equity-investing strategy remains little changed from what
it was ... when we said in the 1977 annual report: "We select our
marketable equity securities in much the way we would evaluate a
business for acquisition in its entirety. We want the business to be
                                                                         85
              THE ESSAYS OF WARREN BUFFETT
1997]

one (a) that we can understand; (b) with favorable long-term pros-
pects; (c) operated by honest and competent people; and (d) avail-
able at a very attractive price." We have seen cause to make only
one change in this creed: Because of both market conditions and
our size, we now substitute "an attractive price" for "a very attrac-
tive price."
      But how, you will ask, does one decide what's "attractive"? In
answering this question, most analysts feel they must choose be-
tween two approaches customarily thought to be in opposition:
"value" and "growth." Indeed, many investment professionals see
any mixing of the two terms as a form of intellectual cross-dressing.
      We view that as fuzzy thinking (in which, it must be confessed,
I myself engaged some years ago). In our opinion, the two ap-
proaches are joined at the hip: Growth is always a component in
the calculation of value, constituting a variable whose importance
can range from negligible to enormous and whose impact can be
negative as well as positive.
      In addition, we think the very term "value investing" is redun-
dant. What is "investing" if it is not the act of seeking value at least
sufficient to justify the amount paid? Consciously paying more for
a stock than its calculated value-in the hope that it can soon be
sold for a still-higher price-should be labeled speculation (which
is neither illegal, immoral nor-in our view-financially fattening).
      Whether appropriate or not, the term "value investing" is
widely used. Typically, it connotes the purchase of stocks having
attributes such as a low ratio of price to book value, a low price-
earnings ratio, or a high dividend yield. Unfortunately, such char-
acteristics, even if they appear in combination, are far from deter-
minative as to whether an investor is indeed buying something for
what it is worth and is therefore truly operating on the principle of
obtaining value in his investments. Correspondingly, opposite
characteristics-a high ratio of price to book value, a high price-
earnings ratio, and a low dividend yield-are in no way inconsis-
tent with a "value" purchase.
      Similarly, business growth, per se, tells us little about value.
It's true that growth often has a positive impact on value, some-
times one of spectacular proportions. But such an effect is far from
certain. For example, investors have regularly poured money into
the domestic airline business to finance profitless (or worse)
growth. For these investors, it would have been far better if Orville
had failed to get off the ground at Kitty H a w k :   The m o r e the indus-
try has grown, the worse the disaster for owners.
86                                                          [Vol. 19:1
                   CARDOZO LAW REVIEW

      Growth benefits investors only when the business in point can
invest at incremental returns that are enticing-in other words,
only when each dollar used to finance the growth creates over a
dollar of long-term market value. In the case of a low-return busi-
ness requiring incremental funds, growth hurts the investor.
      In The Theory of Investment Value, written over 50 years ago,
John Burr Williams set forth the equation for value, which we con-
dense here: The value of any stock, bond or business today is deter-
mined by the cash inflows and outflows-discounted at an
appropriate interest rate-that can be expected to occur during the
remaining life of the asset. Note that the formula is the same for
stocks as for bonds. Even so, there is an important, and difficult to
deal with, difference between the two: A bond has a coupon and
maturity date that define future cash flows; but in the case of equi-
ties, the investment analyst must himself estimate the future "cou-
pons." Furthermore, the quality of management affects the bond
coupon only rarely-chiefly when management is so inept or dis-
honest that payment of interest is suspended. In contrast, the abil-
ity of management can dramatically affect the equity "coupons."
      The investment shown by the discounted-flows-of-cash calcu-
lation to be the cheapest is the one that the investor should
purchase-irrespective of whether the business grows or doesn't,
displays volatility or smoothness in its earnings, or carries a high
price or low in relation to its current earnings and book value.
Moreover, though the value equation has usually shown equities to
be cheaper than bonds, that result is not inevitable: When bonds
are calculated to be the more attractive investment, they should be
bought.
      Leaving the question of price aside, the best business to own is
one that over an extended period can employ large amounts of in-
cremental capital at very high rates of return. The worst business
to own is one that must, or will, do the opposite-that is, consist-
ently employ ever-greater amounts of capital at very low rates of
return. Unfortunately, the first type of business is very hard to
find: Most high-return businesses need relatively little capital.
Shareholders of such a business usually will benefit if it pays out
most of its earnings in dividends or makes significant stock
repurchases.
      Though the mathematical calculations required to evaluate eq-
uities are not difficult, an analyst-even one who is experienced
and intelligent-can easily go wrong in estimating future "cou-
pons." At Berkshire, we attempt to deal with this problem in two
             THE ESSAYS OF WARREN BUFFETT
1997]                                                               87

ways. First, we try to stick to businesses we believe we understand.
That means they must be relatively simple and stable in character.
If a business is complex or subject to constant change, we're not
smart enough to predict future cash flows. Incidentally, that short-
coming doesn't bother us. What counts for most people in invest-
ing is not how much they know, but rather how realistically they
define what they don't know. An investor needs to do very few
things right as long as he or she avoids big mistakes.
     Second, and equally important, we insist on a margin of safety
in our purchase price. If we calculate the value of a common stock
to be only slightly higher than its price, we're not interested in buy-
ing. We believe this margin-of-safety principle, so strongly empha-
sized by Ben Graham, to be the cornerstone of investment success.

     . . . [A]n intelligent investor in common stocks will do better in
the secondary market than he will do buying new issues . . . . The
reason has to do with the way prices are set in each instance. The
secondary market, which is periodically ruled by mass folly, is con-
stantly setting a "clearing" price. No matter how foolish that price
may be, it's what counts for the holder of a stock or bond who
needs or wishes to sell, of whom there are always going to be a few
at any moment. In many instances, shares worth x in business
value have sold in the market for Ih.x or less.
     The new-issue market, on the other hand, is ruled by control-
ling stockholders and corporations, who can usually select the tim-
ing of offerings or, if the market looks unfavorable, can avoid an
offering altogether. Understandably, these sellers are not going to
offer any bargains, either by way of a public offering or in a negoti-
ated transaction: It's rare you'll find x for ½ x here. Indeed, in the
case of common-stock offerings, selling shareholders are often mo-
tivated to unload only when they feel the market is overpaying.
(These sellers, of course, would state that proposition somewhat
differently, averring instead that they simply resist selling when the
market is underpaying for their goods.)

     Right after yearend, Berkshire purchased 3 million shares of
Capital Cities/ABC, Inc. ("Cap Cities") at $172.50 per share, the
market price of such shares at the time the commitment was made
early in March, 1985. I've been on record for many years about the
management of Cap Cities: I think it is the best of any publicly-
owned company in the country. And Tom Murphy and Dan Burke
are not only great managers, they are precisely the sort of fellows
                   CARDOZO LAW REVIEW
88                                                         [Vol. 19:1

that you would want your daughter to marry. It is a privilege to be
associated with them-and also a lot of fun, as any of you who
know them will understand.
      Our purchase of stock helped Cap Cities finance the $3.5 bil-
lion acquisition of American Broadcasting Companies. For Cap
Cities, ABC is a major undertaking whose economics are likely to
be unexciting over the next few years. This bothers us not an iota;
we can be very patient. (No matter how great the talent or effort,
some things just take time: you can't produce a baby in one month
by getting nine women pregnant.)
      As evidence of our confidence, we have executed an unusual
agreement: for an extended period Tom, as CEO (or Dan, should
he be CEO) votes our stock. This arrangement was initiated by
Charlie and me, not by Tom. We also have restricted ourselves in
various ways regarding sale of our shares. The object of these re-
strictions is to make sure that our block does not get sold to anyone
who is a large holder (or intends to become a large holder) without
the approval of management, an arrangement similar to ones we
initiated some years ago at GEICO and Washington Post.
      Since large blocks frequently command premium prices, some
might think we have injured Berkshire financially by creating such
restrictions. Our view is just the opposite. We feel the long-term
economic prospects for these businesses-and, thus, for ourselves
as owners-are enhanced by the arrangements. With them in
place, the first-class managers with whom we have aligned our-
selves can focus their efforts entirely upon running the businesses
and maximizing long-term values for owners. Certainly this is
much better than having those managers distracted by "revolving-
door capitalists" hoping to put the company "in play." (Of course,
some managers place their own interests above those of the com-
pany and its owners and deserve to be shaken up-but, in making
investments, we try to steer clear of this type.)
     Today, corporate instability is an inevitable consequence of
widely-diffused ownership of voting stock. At any time a major
holder can surface, usually mouthing reassuring rhetoric but fre-
quently harboring uncivil intentions. By circumscribing our blocks
of stock as we often do, we intend to promote stability where it
otherwise might be lacking. That kind of certainty, combined with
a good manager and a good business, provides excellent soil for a
rich financial harvest. That's the economic case for our
arrangements.
                 THE ESSAYS OF WARREN BUFFETT
1997]                                                                89

     The human side is just as important. We don't want managers
we like and admire-and who have welcomed a major financial
commitment by us-to ever lose any sleep wondering whether sur-
prises might occur because of our large ownership. I have told
them there will be no surprises, and these agreements put Berk-
shire's signature where my mouth is. That signature also means the
managers have a corporate commitment and therefore need not
worry if my personal participation in Berkshire's affairs ends pre-
maturely (a term I define as any age short of three digits).
     Our Cap Cities purchase was made at a full price, reflecting
the very considerable enthusiasm for both media stocks and media
properties that has developed in recent years (and that, in the case
of some property purchases, has approached a mania). It's no field
for bargains. However, our Cap Cities investment allies us with an
exceptional combination of properties and people-and we like the
opportunity to participate in size.
     Of course, some of you probably wonder why we are now buy-
ing Cap Cities at $172.50 per share given that your Chairman, in a
characteristic burst of brilliance, sold Berkshire's holdings in the
same company at $43 per share in 1978-80. Anticipating your
question, I spent much of 1985 working on a snappy answer that
would reconcile these acts.
     A little more time, please.

                           Intelligent Investing21
                      E.
      Inactivity strikes us as intelligent behavior. Neither we nor
most business managers would dream of feverishly trading highly-
profitable subsidiaries because a small move in the Federal Re-
serve's discount rate was predicted or because some Wall Street
pundit had reversed his views on the market. Why, then, should
we behave differently with our minority positions in wonderful
businesses? The art of investing in public companies successfully is
little different from the art of successfully acquiring subsidiaries. In
each case you simply want to acquire, at a sensible price, a business
with excellent economics and able, honest management. Thereaf-
ter, you need only monitor whether these qualities are being
preserved.
      When carried out capably, an investment strategy of that type
will often result in its practitioner owning a few securities that will
come to represent a very large portion of his portfolio. This inves-

       [1996.]
  21
                                                             [Vol. 19:1
                    CARDOZO LAW REVIEW
90

tor would get a similar result if he followed a policy of purchasing
an interest in, say, 20% of the future earnings of a number of out-
standing college basketball stars. A handful of these would go on
to achieve NBA stardom, and the investor's take from them would
soon dominate his royalty stream. To suggest that this investor
should sell off portions of his most successful investments simply
because they have come to dominate his portfolio is akin to sug-
gesting that the Bulls trade Michael Jordan because he has become
so important to the team.
      In studying the investments we have made in both subsidiary
companies and common stocks, you will see that we favor busi-
nesses and industries unlikely to experience major change. The
reason for that is simple: Making either type of purchase, we are
searching for operations that we believe are virtually certain to
possess enormous competitive strength ten or twenty years from
now. A fast-changing industry environment may offer the chance
for huge wins, but it precludes the certainty we seek.
      I should emphasize that, as citizens, Charlie and I welcome
change: Fresh ideas, new products, innovative processes and the
like cause our country's standard of living to rise, and that's clearly
good. As investors, however, our reaction to a fermenting industry
is much like our attitude toward space exploration: We applaud the
endeavor but prefer to skip the ride.
      Obviously all businesses change to some extent. Today, See's
is different in many ways from what it was in 1972 when we bought
it: It offers a different assortment of candy, employs different ma-
chinery and sells through different distribution channels. But the
reasons why people today buy boxed chocolates, and why they buy
them from us rather than from someone else, are virtually un-
changed from what they were in the 1920's when the See family
was building the business. Moreover, these motivations are not
likely to change over the next 20 years, or even 50.
      We look for similar predictability in marketable securities.
Take Coca-Cola: The zeal and imagination with which Coke prod-
ucts are sold has burgeoned under Roberto Goizueta, who has
done an absolutely incredible job in creating value for his share-
holders. Aided by Don Keough and Doug Ivester, Roberto has
rethought and improved every aspect of the company. But the fun-
damentals of the business-the qualities that underlie Coke's com-
petitive dominance and stunning economics-have remained
constant through the years.
                                                                    91
1997]        THE ESSAYS OF WARREN BUFFETT

      I was recently studying the 1896 report of Coke (and you think
that you are behind in your reading!). At that time Coke, though it
was already the leading soft drink, had been around for only a dec-
ade. But its blueprint for the next 100 years was already drawn.
Reporting sales of $148,000 that year, Asa Candler, the company's
president, said: "We have not lagged in our efforts to go into all the
world teaching that Coca-Cola is the article, par excellence, for the
health and good feeling of all people.'; Though "health" may have
been a reach, I love the fact that Coke still relies on Candler's basic
theme today-a century later. Candler went on to say, just as Ro-
berto could now, "No article of like character has ever so firmly
entrenched itself in public favor." Sales of syrup that year, inciden-
tally, were 116,492 gallons versus about 3.2 billion in 1996.
      I can't resist one more Candler quote: "Beginning this year
about March 1st ... we employed ten traveling salesmen by means
of which, with systematic correspondence from the office, we cov-
ered almost the territory of the Union." That's my kind of sales
force.
      Companies such as Coca-Cola and Gillette might well be la-
beled "The Inevitables." Forecasters may differ a bit in their pre-
dictions of exactly how much soft drink or shaving-equipment
business these companies will be doing in ten or twenty years. Nor
is our talk of inevitability meant to play down the vital work that
these companies must continue to carry out, in such areas as manu-
facturing, distribution, packaging and product innovation. In the
end, however, no sensible observer-not even these companies'
most vigorous competitors, assuming they are assessing the matter
honestly-questions that Coke and Gillette will dominate their
fields worldwide for an investment lifetime. Indeed, their domi-
nance will probably strengthen. Both companies have significantly
expanded their already huge shares of market during the past ten
years, and all signs point to their repeating that performance in the
next decade.                                          '
      Obviously many companies in high-tech businesses or embry-
onic industries will grow much faster in percentage terms than will
The Inevitables. But I would rather be certain of a good result
than hopeful of a great one.
      Of course, Charlie and I can identify only a few Inevitables,
even after a lifetime of looking for them. Leadership alone pro-
vides no certainties: Witness the shocks some years back at Gen-
eral Motors, IBM and Sears, all of which had enjoyed long periods
of seeming invincibility. Though some industries or lines of busi-
92                 CARDOZO LAW REVIEW                      [Vol. 19:1

ness exhibit characteristics that endow leaders with virtually insur-
mountable advantages, and that tend to establish Survival of the
Fattest as almost a natural law, most do not. Thus, for every Inevi-
table, there are dozens of Impostors, companies now riding high
but vulnerable to competitive attacks. Considering what it takes to
be an Inevitable, Charlie and I recognize that we will never be able
to come up with a Nifty Fifty or even a 1\vinkling 1\venty. To the
Inevitables in our portfolio, therefore, we add a few "Highly
Probables."
     You can, of course, pay too much for even the best of busi-
nesses. The overpayment risk surfaces periodically and, in our
opinion, may now be quite high for the purchasers of virtually all
stocks, The Inevitables included. Investors making purchases in an
overheated market need to recognize that it may often take an ex-
tended period for the value of even an outstanding company to
catch up with the price they paid.
     A far more serious problem occurs when the management of a
great company gets sidetracked and neglects its wonderful base
business while purchasing other businesses that are so-so or worse.
When that happens, the suffering of investors is often prolonged.
Unfortunately, that is precisely what transpired years ago at both
Coke and Gillette. (Would you believe that a few decades back
they were growing shrimp at Coke and exploring for oil at Gil-
lette?) Loss of focus is what most worries Charlie and me when we
contemplate investing in businesses that in general look outstand-
ing. All too often, we've seen value stagnate in the presence of
hubris or of boredom that caused the attention of managers to
wander. That's not going to happen again at Coke and Gillette,
however-not given their current and prospective managements.

                          *****
     Let me add a few thoughts about your own investments. Most
investors, both institutional and individual, will find that the best
way to own common stocks is through an index fund that charges
minimal fees. Those following this path are sure to beat the net
results (after fees and expenses) delivered by the great majority of
investment professionals.
     Should you choose, however, to construct your own portfolio,
there are a few thoughts worth remembering. Intelligent investing
is not complex, though that is far from saying that it is easy. What
an investor needs is the ability to correctly evaluate selected busi-
nesses. Note that word "selected": You don't have to be an expert
                  THE ESSAYS OF WARREN BUFFETT                      93
1997]

on every company, or even many. You only have to be able to
evaluate companies within your circle of competence. The size of
that circle is not very important; knowing its boundaries, however,
is vital.
      To invest successfully, you need not understand beta, efficient
markets, modern portfolio theory, option pricing, or emerging mar-
kets. You may, in fact, be better off knowing nothing of these.
That, of course, is not the prevailing view at most business schools,
whose finance curriculum tends to be dominated by such subjects.
In our view, though, investment students need only two well-taught
courses-How to Value a Business, and How to Think About
Market Prices.
      Your goal as an investor should simply be to purchase, at a
rational price, a part interest in an easily-understandable business
whose earnings are virtually certain to be materially higher five,
ten and twenty years from now. Over time, you will find only a few
companies that meet these standards-so when you see one that
qualifies, you should buy a meaningful amount of stock. You must
also resist the temptation to stray from your guidelines: If you
aren't willing to own a stock for ten years, don't even think about
owning it for ten minutes. Put together a portfolio of companies
whose aggregate earnings march upward over the years, and so
also will the portfolio's market value.
      Though it's seldom recognized, this is the exact approach that
has produced gains for Berkshire shareholders: Our look-through
earnings have grown at a good clip over the years, and our stock
price has risen correspondingly. Had those gains in earnings not
materialized, there would have been little increase in Berkshire's
value.

                  Cigar Butts and the Institutional Imperative 22
             F.
      To quote Robert Benchley, "Having a dog teaches a boy fidel-
ity, perseverance, and to turn around three times before lying
down." Such are the shortcomings of experience. Nevertheless,
it's a good idea to review past mistakes before committing new
ones. So let's take a quick look at the last 25 years.
      • My first mistake, of course, was in buying control of Berk-
shire. Though I knew its business-textile manufacturing-to be
unpromising, I was enticed to buy because the price looked cheap.
Stock purchases of that kind had proved reasonably rewarding in

       [1989.]
  22
                    CARDOZO LAW REVIEW                       [VoL 19:1
94

my early years, though by the time Berkshire came along in 1965 I
was becoming aware that the strategy was not ideaL
     If you buy a stock at a sufficiently low price, there will usually
be some hiccup in the fortunes of the business that gives you a
chance to unload at a decent profit, even though the long-term per-
formance of the business may be terrible. I call this the "cigar
butt" approach to investing. A cigar butt found on the street that
has only one puff left in it may not offer much of a smoke, but the
"bargain purchase" will make that puff all profit.
     Unless you are a liquidator, that kind of approach to buying
businesses is foolish. First, the original "bargain" price probably
will not turn out to be such a steal after all. In a difficult business,
no sooner is one problem solved than another surfaces-never is
there just one cockroach in the kitchen. Second, any initial advan-
tage you secure will be quickly eroded by the low return that the
business earns. For example, if you buy a business for $8 million
that can be sold or liquidated for $10 million and promptly take
either course, you can realize a high return. But the investment
will disappoint if the business is sold for $10 million in ten years
and in the interim has annually earned and distributed only a few
percent on cost. Time is the friend of the wonderful business, the
enemy of the mediocre.
     You might think this principle is obvious, but I had to learn it
the hard way-in fact, I had to learn it several times over. Shortly
after purchasing Berkshire, I acquired a Baltimore department
store, Hochschild, Kohn, buying through a company called Diversi-
fied Retailing that later merged with Berkshire. I bought at a sub-
stantial discount from book value, the people were first-class, and
the deal included some extras-unrecorded real estate values and a
significant LIFO inventory cushion. How could I miss? So-o-o-
three years later I was lucky to sell the business for about what I
had paid. After ending our corporate marriage to Hochschild,
Kohn, I had memories like those of the husband in the country
song, "My Wife Ran Away With My Best Friend and I Still Miss
Him a Lot."
     I could give you other personal examples of "bargain-
purchase" folly but I'm sure you get the picture: It's far better to
buy a wonderful company at a fair price than a fair company at a
wonderful price. Charlie understood this early; I was a slow
learner. But now, when buying companies or common stocks, we
look for first-class businesses accompanied by first-class
managements.
                 THE ESSAYS OF WARREN BUFFETT
1997]                                                                 95

     • That leads right into a related lesson: Good jockeys will do
well on good horses, but not on broken-down nags. Both Berk-
shire's textile business and Hochschild, Kohn had able and honest
people running them. The same managers employed in a business
with good economic characteristics would have achieved fine
records. But they were never going to make any progress while
running in quicksand.²³
     I've said many times that when a management with a reputa-
tion for brilliance tackles a business with a reputation for bad eco-
nomics, it is the reputation of the business that remains intact. I
just wish I hadn't been so energetic in creating examples. My be-
havior has matched that admitted by Mae West: "I was Snow
White, but I drifted."
     • A further related lesson: Easy does it. After 25 years of buy-
ing and supervising a great variety of businesses, Charlie and I
have not learned how to solve difficult business problems. What
we have learned is to avoid them. To the extent we have been
successful, it is because we concentrated on identifying one-foot
hurdles that we could step over rather than because we acquired
any ability to clear seven-footers.
     The finding may seem unfair, but in both business and invest-
ments it is usually far more profitable to simply stick with the easy
and obvious than it is to resolve the difficult. On occasion, tough
problems must be tackled as was the case when we started our Sun-
day paper in Buffalo. In other instances, a great investment oppor-
tunity occurs when a marvelous business encounters a one-time
huge, but solvable, problem as was the case many years back at
both American Express and GEIeO. Overall, however, we've
done better by avoiding dragons than by slaying them.
     • My most surprising discovery: the overwhelming importance
in business of an unseen force that we might call "the institutional
imperative." In business school, I was given no hint of the impera-
tive's existence and I did not intuitively understand it when I en-
tered the business world. I thought then that decent, intelligent,
and experienced managers would automatically make rational
business decisions. But I learned over time that isn't so. Instead,
rationality frequently wilts when the institutional imperative comes
into play.
     For example: (1) As if governed by Newton's First Law of Mo-
tion, an institution will resist any change in its current direction; (2)

       [See the essay The Anxieties of Plant Closings in Part I.e.]
  23
                    CARDOZO LAW REVIEW
96                                                           [Vol. 19:1

Just as work expands to fill available time, corporate projects or
acquisitions will materialize to soak up available funds; (3) Any
business craving of the leader, however foolish, will be quickly sup-
ported by detailed rate-of-return and strategic studies prepared by
his troops; and (4) The behavior of peer companies, whether they
are expanding, acquiring, setting executive compensation or
whatever, will be mindlessly imitated.
      Institutional dynamics, not venality or stupidity, set businesses
on these courses, which are too often misguided. After making
some expensive mistakes because I ignored the power of the im-
perative, I have tried to organize and manage Berkshire in ways
that minimize its influence. Furthermore, Charlie and I have at-
tempted to concentrate our investments in companies that appear
alert to the problem.
      • After some other mistakes, I learned to go into business only
with people whom I like, trust, and admire. As I noted before, this
policy of itself will not ensure success: A second-class textile or de-
partment-store company won't prosper simply because its manag-
ers are men that you would be pleased to see your daughter marry.
However, an owner-or investor-can accomplish wonders if he
manages to associate himself with such people in businesses that
possess decent economic characteristics. Conversely, we do not
wish to join with managers who lack admirable qualities, no matter
how attractive the prospects of their business. We've never suc-
ceeded in making a good deal with a bad person.
      • Some of my worst mistakes were not publicly visible. These
were stock and business purchases whose virtues I understood and
yet didn't make. It's no sin to miss a great opportunity outside
one's area of competence. But I have passed on a couple of really
big purchases that were served up to me on a platter and that I was
fully capable of understanding. For Berkshire's shareholders, my-
self included, the cost of this thumb-sucking has been huge.
      • Our consistently-conservative financial policies may appear
to have been a mistake, but in my view were not. In retrospect, it
is clear that significantly higher, though still conventional, leverage
ratios at Berkshire would have produced considerably better re-
turns on equity than the 23.8% we have actually averaged. Even in
1965, perhaps we could have judged there to be a 99% probability
that higher leverage would lead to nothing but good. Correspond-
ingly, we might have seen only a 1% chance that some shock fac-
tor, external or internal, would cause a conventional debt ratio to
                                                                          97
              THE ESSAYS OF WARREN BUFFETT
1997]

produce a result falling somewhere between temporary anguish
and default.
     We wouldn't have liked those 99:1 odds-and never will. A
small chance of distress or disgrace cannot, in our view, be offset by
a large chance of extra returns. If your actions are sensible, you
are certain to get good results; in most such cases, leverage just
moves things along faster. Charlie and I have never been in a big
hurry: We enjoy the process far more than the proceeds-though
we have learned to live with those also.

                                 Junk Bonds 24
                           G.
      Lethargy bordering on sloth remains the cornerstone of our
investment style: This year we neither bought nor sold a share of
five of our six major holdings. The exception was Wells Fargo, a
superbly-managed, high-return banking operation in which we in-
creased our ownership to just under 10%, the most we can own
without the approval of the Federal Reserve Board. About one-
sixth of our position was bought in 1989, the rest in 1990.
      The banking business is no favorite of ours. When assets are
twenty times equity-a common ratio in this industry-mistakes
that involve only a small portion of assets can destroy a major por-
tion of equity. And mistakes have been the rule rather than the
exception at many major banks. Most have resulted from a mana-
gerial failing that we described last year when discussing the "insti-
tutional imperative:" the tendency of executives to mindlessly
imitate the behavior of their peers, no matter how foolish it may be
to do so. In their lending, many bankers played follow-the-Ieader
with lemming-like zeal; now they are experiencing a lemming-like
fate.
      Because leverage of 20:1 magnifies the effects of managerial
strengths and weaknesses, we have no interest in purchasing shares
of a poorly-managed bank at a "cheap" price. Instead, our only
interest is in buying into well-managed banks at fair prices.
      With Wells Fargo, we think we have obtained the best manag-
ers in the business, Carl Reichardt and Paul Hazen. In many ways
the combination of Carl and Paul reminds me of another-Tom
Murphy and Dan Burke at Capital Cities/ABC. First, each pair is
stronger than the sum of its parts because each partner under-
stands, trusts and admires the other. Second, both managerial

  24 [Divided by hash lines: 1990; 1990 Wesco Financial Corporation Letter to
Shareholders, by Charles T. Munger. Reprinted with permission.]
98                 CARDOZO LAW REVIEW                      [Vol. 19:1

teams payable people well, but abhor having a bigger head count
than is needed. Third, both attack costs as vigorously when profits
are at record levels as when they are under pressure. Finally, both
stick with what they understand and let their abilities, not their
egos, determine what they attempt. (Thomas J. Watson Sr. of IBM
followed the same rule: "I'm no genius," he said. "I'm smart in
spots-but I stay around those spots.")
     Our purchases of Wells Fargo in 1990 were helped by a chaotic
market in bank stocks. The disarray was appropriate: Month by
month the foolish loan decisions of once well-regarded banks were
put on public display. As one huge loss after another was un-
veiled-often on the heels of managerial assurances that all was
well-investors understandably concluded that no bank's numbers
were to be trusted. Aided by their flight from bank stocks, we
purchased our 10% interest in Wells Fargo for $290 million, less
than five times after-tax earnings, and less than three times pre-tax
earnings.
     Wells Fargo is big-it has $56 billion in assets-and has been
earning more than 20% on equity and 1.25% on assets. Our
purchase of one-tenth of the bank may be thought of as roughly
equivalent to our buying 100% of a $5 billion bank with identical
financial characteristics. But were we to make such a purchase, we
would have to pay about twice the $290 million we paid for Wells
Fargo. Moreover, that $5 billion bank, commanding a premium
price, would present us with another problem: We would not be
able to find a Carl Reichardt to run it. In recent years, Wells Fargo
executives have been more avidly recruited than any others in the
banking business; no one however, has been able to hire the dean.
     Of course, ownership of a bank-or about any other busi-
ness-is far from riskless. California banks face the specific risk of
a major earthquake, which might wreak enough havoc on borrow-
ers to in turn destroy the banks lending to them. A second risk is
systemic-the possibility of a business contraction or financial
panic so severe that it would endanger almost every highly-lever-
aged institution, no matter how intelligently run. Finally, the mar-
ket's major fear of the moment is that West Coast real estate values
will tumble because of overbuilding and deliver huge losses to
banks that have financed the expansion. Because it is a leading
real estate lender, Wells Fargo is thought to be particularly
vulnerable.
     None of these eventualities can be ruled out. The probability
of the first two occurring, however, is low and even a meaningful
1997]                                                              99
             THE ESSAYS OF WARREN BUFFETT

drop in real estate values is unlikely to cause major problems for
well-managed institutions. Consider some mathematics: Wells
Fargo currently earns well over $1 billion pre-tax annually after ex-
pensing more than $300 million for loan losses. If 10% of all $48
billion of the bank's loans-not just its real estate loans-were hit
by problems in 1991, and these produced losses (including fore-
gone interest) averaging 30% of principal, the company would
roughly break even.
      A year like that-which we consider only a low-level possibil-
ity, not a likelihood-would not distress us. In fact, at Berkshire
we would love to acquire businesses or invest in capital projects
that produced no return for a year, but that could then be expected
to earn 20% on growing equity. Nevertheless, fears of a California
real estate disaster similar to that experienced in New England
caused the price of Wells Fargo stock to fall almost 50% within a
few months during 1990. Even though we had bought some shares
at the prices prevailing before the fall, we welcomed the decline
because it allowed us to pick up many more shares at the new,
panic prices.
      Investors who expect to be ongoing buyers of investments
throughout their lifetimes should adopt a similar attitude toward
market fluctuations; instead many illogically become euphoric
when stock prices rise and unhappy when they fall. They show no
such confusion in their reaction to food prices: Knowing they are
forever going to be buyers of food, they welcome falling prices and
deplore price increases. (It's the seller of food who doesn't like
declining prices.) Similarly, at the Buffalo News we would cheer
lower prices for newsprint-even though it would mean marking
down the value of the large inventory of newsprint we always keep
on hand-because we know we are going to be perpetually buying
the product.
      Identical reasoning guides our thinking about Berkshire's in-
vestments. We will be buying businesses-or small parts of busi-
nesses, called stocks-year in, year out as long as I live (and longer,
if Berkshire's directors attend the seances I have scheduled).
Given these intentions, declining prices for businesses benefit us,
and rising prices hurt us.
      The most common cause of low prices is pessimism-some-
times pervasive, sometimes specific to a company or industry. We
want to do business in such an environment, not because we like
pessimism but because we like the prices it produces. It's optimism
that is the enemy of the rational buyer.
100                CARDOZO LAW REVIEW                       [Vol. 19:1

     None of this means, however, that a business or stock is an
intelligent purchase simply because it is unpopular; a contrarian
approach is just as foolish as a follow-the-crowd strategy. What's
required is thinking rather than polling. Unfortunately, Bertrand
Russell's observation about life in general applies with unusual
force in the financial world: "Most men would rather die than
think. Many do."

                           *****
     Our other major portfolio change last year was large additions
to our holdings of RJR Nabisco bonds, securities that we first
bought in late 1989. At yearend 1990 we had $440 million invested
in these securities, an amount that approximated market value.
(As I write this, however, their market value has risen by more
than $150 million.)
     Just as buying into the banking business is unusual for us, so is
the purchase of below-investment-grade bonds. But opportunities
that interest us and that are also large enough to have a worthwhile
impact on Berkshire's results are rare. Therefore, we will look at
any category of investment, so long as we understand the business
we're buying into and believe that price and value may differ sig-
nificantly. (Woody Allen, in another context, pointed out the ad-
vantage of open-mindedness: "I can't understand why more people
aren't bi-sexual because it doubles your chances for a date on Sat-
urday night.")
     In the past we have bought a few below-investment-grade
bonds with success, though these were all old-fashioned "fallen an-
gels"-bonds that were initially of investment grade but that were
downgraded when the issuers fell on bad times. . . .
     A kind of bastardized fallen angel burst onto the investment
scene in the 1980s-"junk bonds" that were far below investment-
grade when issued. As the decade progressed, new offerings of
manufactured junk became ever junkier and ultimately the predict-
able outcome occurred: Junk bonds lived up to their name. In
1990-even before the recession dealt its blows-the financial sky
became dark with the bodies of failing corporations.
     The disciples of debt assured us that this collapse wouldn't
happen: Huge debt, we were told, would cause operating managers
to focus their efforts as never before, much as a dagger mounted on
the steering wheel of a car could be expected to make its driver
proceed with intensified care. We'll acknowledge that such an at-
tention-getter would produce a very alert driver. But another cer-
                                                                 101
1997]        THE ESSAYS OF WARREN BUFFETT

tain consequence would be a deadly-and unnecessary-accident
if the car hit even the tiniest pothole or sliver of ice. The roads of
business are riddled with potholes; a plan that requires dodging
them all is a plan for disaster.
     In the final chapter of The Intelligent Investor Ben Graham
forcefully rejected the dagger thesis: "Confronted with a challenge
to distill the secret of sound investment into three words, we ven-
ture the motto, Margin of Safety." Forty-two years after reading
that, I still think those are the right three words. The failure of
investors to heed this simple message caused them staggering
losses as the 1990s began.
     At the height of the debt mania, capital structures were con-
cocted that guaranteed failure: In some cases, so much debt was
issued that even highly favorable business results could not pro-
duce the funds to service it. One particularly egregious "kill-'em-
at-birth" case a few years back involved the purchase of a mature
television station in Tampa, bought with so much debt that the in-
terest on it exceeded the station's gross revenues. Even if you as-
sume that all labor, programs and services were donated rather
than purchased, this capital structure required revenues to ex-
plode-or else the station was doomed to go broke. (Many of the
bonds that financed the purchase were sold to now-failed savings
and loan associations; as a taxpayer, you are picking up the tab for
this folly.)
     All of this seems impossible now. When these misdeeds were
done, however, dagger-selling investment bankers pointed to the
"scholarly" research of academics, which reported that over the
years the higher interest rates received from low-grade bonds had
more than compensated for their higher rate of default. Thus, said
the friendly salesmen, a diversified portfolio of junk bonds would
produce greater net returns than would a portfolio of high~grade
bonds. (Beware of past-performance "proofs" in finance: If history
books were the key to riches, the Forbes 400 would consist of
librarians.)
     There was a flaw in the salesmen's logic-one that a first-year
student in statistics is taught to recognize. An assumption was be-
ing made that the universe of newly-minted junk bonds was identi-
cal to the universe of low-grade fallen angels and that, therefore,
the default experience of the latter group was meaningful in pre-
dicting the default experience of the new issues. (That was an error
similar to checking the historical death rate from Kool-Aid before
drinking the version served at Jonestown.)
102                                                        [Vol. 19:1
                    CARDOZO LAW REVIEW

     The universes were of course dissimilar in several vital re-
spects. For openers, the manager of a fallen angel almost invaria-
bly yearned to regain investment-grade status and worked toward
that goal. The junk-bond operator was usually an entirely different
breed. Behaving much as a heroin user might, he devoted his ener-
gies not to finding a cure for his debt-ridden condition, but rather
to finding another fix. Additionally, the fiduciary sensitivities of
the executives managing the typical fallen angel were often, though
not always, more finely developed than were those of the junk-
bond-issuing financiopath.
     Wall Street cared little for such distinctions. As usual, the
Street's enthusiasm for an idea was proportional not to its merit,
but rather to the revenue it would produce. Mountains of junk
bonds were sold by those who didn't care to those who didn't
think-and there was no shortage of either.
     Junk bonds remain a mine field, even at prices that today are
often a small fraction of issue price. As we said last year, we have
never bought a new issue of a junk bond. (The only time to buy
these is on a day with no "y" in it.) We are, however, willing to
look at the field, now that it is in disarray.
     In the case of RJR Nabisco, we feel the Company's credit is
considerably better than was generally perceived for a while and
that the yield we receive, as well as the potential for capital gain,
more than compensates for the risk we incur (though that is far
from nil). RJR has made asset sales at favorable prices, has added
major amounts of equity, and in general is being run well.
     However, as we survey the field, most low-grade bonds still
look unattractive. The handiwork of the Wall Street of the 1980s is
even worse than we had thought: Many important businesses have
been mortally wounded. We will, though, keep looking for oppor-
tunities as the junk market continues to unravel.

      It is interesting to compare Wesco's approach (deliberate non-
diversification of investments in an attempt to be more skillful per
transaction) with an approach promoted for years by Michael
Milken to help sell junk bonds. The Milken approach, supported
by theories of many finance professors, argued that (1) market
prices were efficient in a world where investors get paid extra for
enduring volatility (wide swings in outcomes); (2) therefore, the
prices at which new issues of junk bonds came to market were fair
in a probabilistic sense (meaning that the high promised interest
rates covered increased statistical expectancy of loss) and also pro-
                 THE ESSAYS OF WARREN BUFFETT
1997]                                                            103

vided some premium return to cover volatility exposure; and (3)
therefore, if a savings and loan association (or other institution)
arranged diversification, say, by buying, without much examina-
tion, a large part of each new Milken issue of junk bonds, the asso-
ciation would work itself into the sure to-get-better-than-average-
results position of a gambling house proprietor with a "house"
edge. This type of theorizing has now wreaked havoc at institu-
tions, governed by true-believers, which backed their conclusions
by buying Milken's "bonds." Contrary to the theorizing, widely di-
versified purchases of such "bonds" have in most cases produced
dismal results. We can all understand why Milken behaved as he
did and believed what he had to believe in order to maintain an
endurable self-image. But how can we explain why anyone else
believed that Milken was paid 5% commissions to put "bond" buy-
ers in the position of the house in Las Vegas? We suggest this
cause: many of the foolish buyers, and their advisers, were trained
by finance professors who pushed beloved models (efficient market
theory and modern portfolio theory) way too far, while they ig-
nored other models that would have warned of danger. This is a
common type of "expert" error ....

                          Zero-Coupon Bonds25
                     H.
     Berkshire issued $902.6 million principal amount of Zero-
Coupon Convertible Subordinated Debentures, which are now
listed on the New York Stock Exchange. Salomon Brothers han-
dled the underwriting in superb fashion, providing us helpful ad-
vice and a flawless execution.
     Most bonds, of course, require regular payments of interest,
usually semi-annually. A zero-coupon bond, conversely, requires
no current interest payments; instead, the investor receives his
yield by purchasing the security at a significant discount from ma-
turity value. The effective interest rate is determined by the origi-
nal issue price, the maturity value, and the amount of time between
issuance and maturity.
     In our case, the bonds were issued at 44.314% of maturity
value and are due in 15 years. For investors purchasing the bonds,
that is the mathematical equivalent of a 5.5% current payment
compounded semi-annually. Because we received only 44.31 cents
on the dollar, our proceeds from this offering were $400 million
(less about $9.5 million of offering expenses).

       [1989.]
  25
                    CARDOZO LAW REVIEW                      [Vol. 19:1
104

      The bonds were issued in denominations of $10,000 and each
bond is convertible into .4515 shares of Berkshire Hathaway. Be-
cause a $10,000 bond cost $4,431, this means that the conversion
price was $9,815 per Berkshire share, a 15% premium to the mar-
ket price then existing. Berkshire can call the bonds at any time
after September 28, 1992 at their accreted value (the original issue
price plus 5.5% compounded semi-annually) and on two specified
days, September 28 of 1994 and 1999, the bondholders can require
Berkshire to buy the securities at their accreted value.
      For tax purposes, Berkshire is entitled to deduct the 5.5% in-
terest accrual each year, even though we make no payments to the
bondholders. Thus the net effect to us, resulting from the reduced
taxes, is positive cash flow. That is a very significant benefit. Some
unknowable variables prevent us from calculating our exact effec-
tive rate of interest, but under all circumstances it will be well be-
low 5.5%. There is meanwhile a symmetry to the tax law: Any
taxable holder of the bonds must pay tax each year on the 5.5%
interest, even though he receives no cash.
      Neither our bonds nor those of certain other companies that
issued similar bonds last year (notably Loews and Motorola) re-
semble the great bulk of zero-coupon bonds that have been issued
in recent years. Of these, Charlie and I have been, and will con-
tinue to be, outspoken critics. As I will later explain, such bonds
have often been used in the most deceptive of ways and with
deadly consequences to investors. But before we tackle that sub-
ject, let's travel back to Eden, to a time when the apple had not yet
been bitten.
      If you're my age you bought your first zero-coupon bonds dur-
ing World War II, by purchasing the famous Series E U.S. Savings
Bond, the most widely-sold bond issue in history. (After the war,
these bonds were held by one out of two U.S. households.) No-
body, of course, called the Series E a zero-coupon bond, a term in
fact that I doubt had been invented. But that's precisely what the
Series E was.
      These bonds came in denominations as small as $18.75. That
amount purchased a $25 obligation of the United States govern-
ment due in 10 years, terms that gave the buyer a compounded
annual return of 2.9%. At the time, this was an attractive offer: the
2.9% rate was higher than that generally available on Government
bonds and the holder faced no market-fluctuation risk, since he
could at any time cash in his bonds with only a minor reduction in
interest.
                                                                  105
             THE ESSAYS OF WARREN BUFFETT
1997]

     A second form of zero-coupon V.S. Treasury issue, also be-
nign and useful, surfaced in the last decade. One problem with a
normal bond is that even though it pays a given interest rate-say
lO%-the holder cannot be assured that a compounded 10% re-
turn will be realized. For that rate to materialize, each semi-annual
coupon must be reinvested at 10% as it is received. If current in-
terest rates are, say, only 6% or 7% when these coupons come due,
the holder will be unable to compound his money over the life of
the bond at the advertised rate. For pension funds or other inves-
tors with long-term liabilities, "reinvestment risk" of this type can
be a serious problem. Savings Bonds might have solved it, except
that they are issued only to individuals and are unavailable in large
denominations. What big buyers needed was huge quantities of
"Savings Bond Equivalents."
     Enter some ingenious and, in this case, highly useful invest-
ment bankers (led, I'm happy to say, by Salomon Brothers). They
created the instrument desired by "stripping" the semi-annual cou-
pons from standard Government issues. Each coupon, once de-
tached, takes on the essential character of a Savings Bond since it
represents a single sum due sometime in the future. For example,
if you strip the 40 semi-annual coupons from a V.S. Government
Bond due in the year 2010, you will have 40 zero-coupon bonds,
with maturities from six months to 20 years, each of which can then
be bundled with other coupons of like maturity and marketed. If
current interest rates are, say, 10% for all maturities, the six-month
issue will sell for 95.24% of maturity value and the 20-year issue
will sell for 14.20%. The purchaser of any given maturity is thus
guaranteed a compounded rate of 10% for his entire holding pe-
riod. Stripping of government bonds has occurred on a large scale
in recent years, as long-term investors, ranging from pension funds
to individual IRA accounts, recognized these high-grade, zero-cou-
pon issues to be well suited to their needs.
     But as happens in Wall Street all too often, what the wise do in
the beginning, fools do in the end. In the last few years zero-cou-
pon bonds (and their functional equivalent, pay-in-kind bonds,
which distribute additional PIK bonds semi-annually as interest in-
stead of paying cash) have been issued in enormous quantities by
ever-junkier credits. To these issuers, zero (or PIK) bonds offer
one overwhelming advantage: It is impossible to default on a prom-
ise to pay nothing. Indeed, if LDC governments had issued no
debt in the 1970's other than long-term zero-coupon obligations,
they would now have a spotless record as debtors.
                   CARDOZO LAW REVIEW
106                                                         [Vol. 19:1

     This principle at work-that you need not default for a long
time if you solemnly promise to pay nothing for a long time-has
not been lost on promoters and investment bankers seeking to fi-
nance ever-shakier deals. But its acceptance by lenders took a
while: When the leverage buy-out craze began some years back,
purchasers could borrow only on a reasonably sound basis, in
which conservatively-estimated free cash flow-that is, operating
earnings plus depreciation and amortization less normalized capital
expenditures-was adequate to cover both interest and modest re-
ductions in debt.
     Later, as the adrenalin of deal-makers surged, businesses be-
gan to be purchased at prices so high that all free cash flow neces-
sarily had to be allocated to the payment of interest. That left
nothing for the paydown of debt. In effect, a Scarlett O'Hara "I'll
think about it tomorrow" position in respect to principal payments
was taken by borrowers and accepted by a new breed of lender, the
buyer of original-issue junk bonds. Debt now became something
to be refinanced rather than repaid. The change brings to mind a
New Yorker cartoon in which the grateful borrower rises to shake
the hand of the bank's lending officer and gushes: "I don't know
how I'll ever repay you."
     Soon borrowers found even the new, lax standards intolerably
binding. To induce lenders to finance even sillier transactions, they
introduced an abomination, EBDIT-Earnings Before Deprecia-
tion, Interest and Taxes-as the test of a company's ability to pay
interest. Using this sawed-off yardstick, the borrower ignored de-
preciation as an expense on the theory that it did not require a
current cash outlay.
     Such an attitude is clearly delusional. At 95% of American
businesses, capital expenditures that over time roughly approxi-
mate depreciation are a necessity and are every bit as real an ex-
pense as labor or utility costs. Even a high school dropout knows
that to finance a car he must have income that covers not only
interest and operating expenses, but also realistically-calculated de-
preciation. He would be laughed out of the bank if he started talk-
ing about EBDIT.
     Capital outlays at a business can be skipped, of course, in any
given month, just as a human can skip a day or even a week of
eating. But if the skipping becomes routine and is not made up,
the body weakens and eventually dies. Furthermore, a start and-
stop feeding policy will over time produce a less healthy organism,
human or corporate, than that produced by a steady diet. As busi-
            THE ESSAYS OF WARREN BUFFETT                        107
1997]

nessmen, Charlie and I relish having competitors who are unable to
fund capital expenditures.
     You might think that waving away a major expense such as
depreciation in an attempt to make a terrible deal look like a good
one hits the limits of Wall Street's ingenuity. If so, you haven't
been paying attention during the past few years. Promoters
needed to find a way to justify even pricier acquisitions. Other-
wise, they risked-heaven forbid-losing deals to other promoters
with more "imagination."
     So, stepping through the Looking Glass, promoters and their
investment bankers proclaimed that EBDIT should now be mea-
sured against cash interest only, which meant that interest accruing
on zero-coupon or PIK bonds could be ignored when the financial
feasibility of a transaction was being assessed. This approach not
only relegated depreciation expense to the let's-ignore-it corner,
but gave similar treatment to what was usually a significant portion
of interest expense. To their shame, many professional investment
managers went along with this nonsense, though they usually were
careful to do so only with clients' money, not their own. (Calling
these managers "professionals" is actually too kind; they should be
designated "promotees.")
     Under this new standard, a business earning, say, $100 million
pre-tax and having debt on which $90 million of interest must be
paid currently, might use a zero-coupon of PIK issue to incur an-
other $60 million of annual interest that would accrue and com-
pound but not come due for some years. The rate on these issues
would typically be very high, which means that the situation in year
2 might be $90 million cash interest plus $69 million accrued inter-
est, and so on as the compounding proceeds. Such high-rate rebor-
rowing schemes, which a few years ago were appropriately
confined to the waterfront, soon became models of finance at virtu-
ally all major investment banking houses.
     When they make these offerings, investment bankers display
their humorous side: They dispense income and balance sheet pro-
jections extending five or more years into the future for companies
they barely had heard of a few months earlier. If you are shown
such schedules, I suggest that you join the fun: Ask the investment
banker for the one-year budgets that his own firm prepared as the
last few years began and then compare these with what actually
happened.
      Some time ago Ken Galbraith, in his witty and insightful The
Great Crash, coined a new economic term: "the bezzle," defined as
                   CARDOZO LAW REVIEW
108                                                       [Vol. 19:1

the current amount of undiscovered embezzlement. This financial
creature has a magical quality: The embezzlers are richer by the
amount of the bezzle, while the embezzlers do not yet feel poorer.
      Professor Galbraith astutely pointed out that this sum should
be added to the National Wealth so that we might know the
Psychic National Wealth. Logically, a society that wanted to feel
enormously prosperous would both encourage its citizens to em-
bezzle and try not to detect the crime. By this means, "wealth"
would balloon though not an erg of productive work had been
done.
      The satirical nonsense of the bezzle is dwarfed by the real-
world nonsense of the zero-coupon bond. With zeros, one party to
a contract can experience "income" without his opposite exper-
iencing the pain of expenditure. In our illustration, a company ca-
pable of earning only $100 million dollars annually-and therefore
capable of paying only that much in interest-magically creates
"earnings" for bondholders of $150 million. As long as major in-
vestors willingly don their Peter Pan wings and repeatedly say "I
believe," there is no limit to how much "income" can be created by
the zero-coupon bond.
      Wall Street welcomed this invention with the enthusiasm less-
enlightened folk might reserve for the wheel or the plow. Here,
finally, was an instrument that would let the Street make deals at
prices no longer limited by actual earning power. The result, obvi-
ously, would be more transactions: Silly prices will always attract
sellers. And, as Jesse Unruh might have put it, transactions are the
mother's milk of finance.
      The zero-coupon or PIK bond possesses an additional attrac-
tion for the promoter and investment banker, which is that the
time elapsing between folly and failure can be stretched out. This
is no small benefit. If the period before all costs must be faced is
long, promoters can create a string of foolish deals-and take in
lots of fees-before any chickens come home to roost from their
earlier ventures.
      But in the end, alchemy, whether it is metallurgical or finan-
cial, fails. A base business can not be transformed into a golden
business by tricks of accounting or capital structure. The man
claiming to be a financial alchemist may become rich. But gullible
investors rather than business achievements will usually be the
source of his wealth.
      Whatever their weaknesses, we should add, many zero-coupon
and PIK bonds will not default. We have in fact owned some and
             THE ESSAYS OF WARREN BUFFETT                        109
1997]

may buy more if their market becomes sufficiently distressed.
(We've not, however, even considered buying a new issue from a
weak credit.) No financial instrument is evil per se; it's just that
some variations have far more potential for mischief than others.
     The blue ribbon for mischief-making should go to the zero-
coupon issuer unable to make its interest payments on a current
basis. Our advice: Whenever an investment banker starts talking
about EBDIT-or whenever someone creates a capital structure
that does not allow all interest, both payable and accrued, to be
comfortably met out of current cash flow net of ample capital ex-
penditures-zip up your wallet. Turn the tables by suggesting that
the promoter and his high-priced entourage accept zero-coupon
fees, deferring their take until the zero-coupon bonds have been
paid in full. See then how much enthusiasm for the deal endures.
     Our comments about investment bankers may seem harsh.
But Charlie and I-in our hopelessly old-fashioned way-believe
that they should perform a gatekeeping role, guarding investors
against the promoter's propensity to indulge in excess. Promoters,
after all, have throughout time exercised the same judgment and
restraint in accepting money that alcoholics have exercised in ac-
cepting liquor. At a minimum, therefore, the banker's conduct
should rise to that of a responsible bartender who, when necessary,
refuses the profit from the next drink to avoid sending a drunk out
on the highway. In recent years, unfortunately, many leading in-
vestment firms have found bartender morality to be an intolerably
restrictive standard. Lately, those who have traveled the high road
in Wall Street have not encountered heavy traffic.
     One distressing footnote: The cost of the zero-coupon folly
will not be borne solely by the direct participants. Certain savings
and loan associations were heavy buyers of such bonds, using cash
that came from FSLIC-insured deposits. Straining to show
splendid earnings, these buyers recorded-but did not receive-
ultra-high interest income on these issues. Many of these associa-
tions are now in major trouble. Had their loans to shaky credits
worked, the owners of the associations would have pocketed the
profits. In the many cases in which the loans will fail, the taxpayer
will pick up the bill. To paraphrase Jackie Mason, at these associa-
tions it was the managers who should have been wearing the ski
masks.
                          CARDOZO LAW REVIEW
110                                                             [Vol. 19:1

                                     Preferred Stock26
                                I.
      We only want to link up with people whom we like, admire,
and trust. John Gutfreund at Salomon, Colman Mockler, Jr. at Gil-
lette, Ed Colodny at USAir, and Andy Sigler at Champion meet
this test in spades.
      They in turn have demonstrated some confidence in us, insist-
ing in each case that our preferreds have unrestricted voting rights
on a fully-converted basis, an arrangement that is far from standard
in corporate finance. In effect they are trusting us to be intelligent
owners, thinking about tomorrow instead of today, just as we are
trusting them to be intelligent managers, thinking about tomorrow
as well as today.
      The preferred-stock structures we have negotiated will provide
a mediocre return for us if industry economics hinder the perform-
ance of our investees, but will produce reasonably attractive results
for us if they can earn a return comparable to that of American
industry in general. We believe that Gillette, under Colman's man-
agement, will far exceed that return and believe that John, Ed, and
Andy will reach it unless industry conditions are harsh.
      Under almost any conditions, we expect these preferreds to
return us our money plus dividends. If that is all we get, though,
the result will be disappointing, because we will have given up flex-
ibility and consequently will have missed some significant opportu-
nities that are bound to present themselves during the decade.
Under that scenario, we will have obtained only a preferred-stock
yield during a period when the typical preferred stock will have
held no appeal for us whatsoever. The only way Berkshire can
achieve satisfactory results from its four preferred issues is to have
the common stocks of the investee companies do well.
      Good management and at least tolerable industry conditions
will be needed if that is to happen. But we believe Berkshire's
investment will also help and that the other shareholders of each
investee will profit over the years ahead from our preferred-stock
purchase. The help will come from the fact that each company now
has a major, stable, and interested shareholder whose Chairman
and Vice Chairman have, through Berkshire's investments, indi-
rectly committed a very large amount of their own money to these
undertakings. In dealing with our investees, Charlie and I will be
supportive, analytical, and objective. We recognize that we are
working with experienced CEOs who are very much in command

       [Divided by hash lines: 1989; 1994; 1996; 1990; 1995.]
  26
                                                                   111
1997]        THE ESSAYS OF WARREN BUFFETT

of their own business but who nevertheless, at certain moments,
appreciate the chance to test their thinking on someone without
ties to their industry or to decisions of the past.
     As a group, these convertible preferreds will not produce the
returns we can achieve when we find a business with wonderful
economic prospects that is unappreciated by the market. Nor will
the returns be as attractive as those produced when we make our
favorite form of capital deployment, the acquisition of 80% or
more of a fine business with a fine management. But both oppor-
tunities are rare, particularly in a size befitting our present and an-
ticipated resources.
     In summation, Charlie and I feel that our preferred stock in-
vestments should produce returns moderately above those
achieved by most fixed-income portfolios and that we can play a
minor but enjoyable and constructive role in the investee
companies.

     Mistakes occur at the time of decision. We can only make our
mistake-du-jour award, however, when the foolishness of a deci-
sion becomes obvious. By this measure, 1994 was a vintage year
with keen competition for the gold medal. Here, I would like to
tell you that the mistakes I will describe originated with Charlie.
But whenever I try to explain things that way, my nose begins to
grow.
     And the nominees are ...
     Late in 1993 I sold 10 million shares of Cap Cities at $63; at
year-end 1994, the price was $85 1/4. (The difference is $222.5 mil-
lion for those of you who wish to avoid the pain of calculating the
damage yourself.) When we purchased the stock at $17.25 in 1986,
I told you that I had previously sold our Cap Cities holdings at
$4.30 per share during 1978-80, and added that I was at a loss to
explain my earlier behavior. Now I've become a repeat offender.
Maybe it's time to get a guardian appointed.
     Egregious as it is, the Cap Cities decision earns only a silver
medal. Top honors go to a mistake I made five years ago that fully
ripened in 1994: Our $358 million purchase of USAir preferred
stock, on which the dividend was suspended in September. . . .
[T]his deal [w]as an "unforced error," meaning that I was neither
pushed into the investment nor misled by anyone when making it.
Rather, this was a case of sloppy analysis, a lapse that may have
been caused by the fact that we were buying a senior security or by
hubris. Whatever the reason, the mistake was large.
                    CARDOZO LAW REVIEW                       [Vol. 19:1
112

      Before this purchase, I simply failed to focus on the problems
that would inevitably beset a carrier whose costs were both high
and extremely difficult to lower. In earlier years, these life-threat-
ening costs posed few problems. Airlines were then protected
from competition by regulation, and carriers could absorb high
costs because they could pass them along by way of fares that were
also high.
      When deregulation came along, it did not immediately change
the picture: The capacity of low-cost carriers was so small that the
high-cost lines could, in large part, maintain their existing fare
structures. During this period, with the longer-term problems
largely invisible but slowly metastasizing, the costs that were non-
sustainable became further embedded.
      As the seat capacity of the low-cost operators expanded, their
fares began to force the old-line, high-cost airlines to cut their own.
The day of reckoning for these airlines could be delayed by infu-
sions of capital (such as ours into USAir), but eventually a funda-
mental rule of economics prevailed: In an unregulated commodity
business, a company must lower its costs to competitive levels or
face extinction. This principle should have been obvious to your
Chairman, but I missed it.
      Seth Schofield, [then] CEO of USAir, has worked diligently to
correct the company's historical cost problems but, to date, has not
managed to do so. In part, this is because he has had to deal with a
moving target, the result of certain major carriers having obtained
labor concessions and other carriers having benefitted from "fresh-
start" costs that came out of bankruptcy proceedings. (As Herb
Kelleher, CEO of Southwest Airlines, has said: "Bankruptcy court
for airlines has become a health spa.") Additionally, it should be
no surprise to anyone that those airline employees who contractu-
ally receive above-market salaries will resist any reduction in these
as long as their checks continue to clear.
      Despite this difficult situation, USAir may yet achieve the cost
reductions it needs to maintain its viability long-term. But it is far
from sure that will happen.
      Accordingly, we wrote our USAir investment down to $89.5
million, or 25¢ on the dollar, at yearend 1994. This valuation re-
flects both a possibility that our preferred will have its value fully
or largely restored and an opposite possibility that the stock will
eventually become worthless. Whatever the outcome, we will heed
a prime rule of investing: You don't have to make it back the way
that you lost it.
                                                                   113
             THE ESSAYS OF WARREN BUFFETT
1997]

     The accounting effects of our USAir writedown are compli-
cated. On our balance sheet, we carryall stocks at estimated mar-
ket value. Therefore, at the end of last year's third quarter, we
were carrying our USAir preferred at $89.5 million, or 25% of cost.
In other words, our net worth was at that time reflecting a value for
USAir that was far below our $358 million cost.
     But in the fourth quarter, we concluded that the decline in
value was, in accounting terms, "other than temporary," and that
judgment required us to send the writedown of $268.5 million
through our income statement. The amount had no other fourth-
quarter effect. That is, it did not reduce our net worth, because the
diminution of value had already been reflected there.
     Charlie and I will not stand for reelection to USAir's board at
the upcoming annual meeting. Should Seth wish to consult with us,
however, we will be pleased to be of any help that we can.

      When Richard Branson, the wealthy owner of Virgin Atlantic
Airways, was asked how to become a millionaire, he had a quick
answer: "There's really nothing to it. Start as a billionaire and then
buy an airline." Unwilling to accept Branson's proposition on
faith, your Chairman decided in 1989 to test it by investing $358
million in a 91 /4% preferred stock of USAir.
      I liked and admired Ed Colodny, the company's then-CEO,
and I still do. But my analysis of USAir's business was both super-
ficial and wrong. I was so beguiled by the company's long history
of profitable operations, and by the protection that ownership of a
senior security seemingly offered me, that I overlooked the crucial
point: USAir's revenues would increasingly feel the effects of an
unregulated, fiercely competitive market whereas its cost structure
was a holdover from the days when regulation protected profits.
These costs, if left unchecked, portended disaster, however reassur-
ing the airline's past record might be. ([Again, if] history supplied
all of the answers, the Forbes 400 would consist of librarians.)
      To rationalize its costs, however, USAir needed major im-
provements in its labor contracts-and that's something most air-
lines have found it extraordinarily difficult to get, short of credibly
threatening, or actually entering, bankruptcy. USAir was to be no
exception. Immediately after we purchased our preferred stock,
the imbalance between the company's costs and revenues began to
grow explosively. In the 1990-1994 period, USAir lost an aggre-
gate of $2.4 billion, a performance that totally wiped out the book
equity of its common stock.
114                CARDOZO LAW REVIEW                      [Vol. 19:1

      For much of this period, the company paid us our preferred
dividends, but in 1994 payment was suspended. A bit later, with
the situation looking particularly gloomy, we wrote down our in-
vestment by 75%, to $89.5 million. Thereafter, during much of
1995, I offered to sell our shares at 50% of face value. Fortunately,
I was unsuccessful.
      Mixed in with my many mistakes at USAir was one thing I got
right: Making our investment, we wrote into the preferred contract
a somewhat unusual provision stipulating that "penalty divi-
dends"-to run five percentage points over the prime rate-would
be accrued on any arrearages. This meant that when our 91/4 % div-
idend was omitted for two years, the unpaid amounts compounded
at rates ranging between 131/4 % and 14%.
      Facing this penalty provision, USAir had every incentive to
pay arrearages just as promptly as it could. And in the second half
of 1996, when USAir turned profitable, it indeed began to pay, giv-
ing us $47.9 million. We owe Stephen Wolf, the company's CEO, a
huge thank-you for extracting a performance from the airline that
permitted this payment. Even so, USAir's performance has re-
cently been helped significantly by an industry tailwind that may be
cyclical in nature. The company still has basic cost problems that
must be solved.
      In any event, the prices of USAir's publicly-traded securities
tell us that our preferred stock is now probably worth its par value
of $358 million, give or take a little. In addition, we have over the
years collected an aggregate of $240.5 million in dividends (includ-
ing $30 million received in 1997).
      Early in 1996, before any accrued dividends had been paid, I
tried once more to unload our holdings-this time for about $335
million. You're lucky: I again failed in my attempt to snatch defeat
from the jaws of victory.
      In another context, a friend once asked me: "If you're so rich,
why aren't you smart?" After reviewing my sorry performance
with USAir, you may conclude he had a point.

     We continue to hold the convertible preferred stocks de-
scribed in earlier reports: $700 million of Salomon Inc., $600 mil-
lion of The Gillette Company, $358 million of USAir Group, Inc.,
and $300 million of Champion International Corp. Our Gillette
holdings will be converted into 12 million shares of common stock
on April 1. Weighing interest rates, credit quality and prices of the
related common stocks, we can assess our holdings in Salomon and
1997]        THE ESSAYS OF WARREN BUFFETT                          115

Champion at yearend 1990 as worth about what we paid, Gillette
as worth somewhat more, and USAir as worth substantially less.
      In making the USAir purchase, your Chairman displayed ex-
quisite timing: I plunged into the business at almost the exact mo-
ment that it ran into severe problems. (No one pushed me; in
tennis parlance, I committed an "unforced error.") The company's
troubles were brought on both by industry conditions and by the
post-merger difficulties it encountered in integrating Piedmont, an
affliction I should have expected since almost all airline mergers
have been followed by operational turmoil.
      In short order, Ed Colodny and Seth Schofield resolved the
second problem: The airline now gets excellent marks for service.
Industry-wide problems have proved to be far more serious. Since
our purchase, the economics of the airline industry have deterio-
rated at an alarming pace, accelerated by the kamikaze pricing tac-
tics of certain carriers. The trouble this pricing has produced for all
carriers illustrates an important truth: In a business selling a com-
modity-type product, it's impossible to be a lot smarter than your
dumbest competitor.
      However, unless the industry is decimated during the next few
years, our USAir investment should work out all right. Ed and
Seth decisively addressed the current turbulence by making major
changes in operations. Even so, our investment is now less secure
than at the time I made it.
      Our convertible preferred stocks are relatively simple securi-
ties, yet I should warn you that, if the past is any guide, you may
from time to time read inaccurate or misleading statements about
them. Last year, for example, several members of the press calcu-
lated the value of all our preferreds as equal to that of the common
stock into which they are convertible. By their logic, that is, our
Salomon preferred, convertible into common at $38, would be
worth 60% of face value if Salomon common were selling at
$22.80. But there is a small problem with this line of reasoning:
Using it, one must conclude that all of a value of a convertible pre-
ferred resides in the conversion privilege and that value of a non-
convertible preferred of Salomon would be zero, no matter what its
coupon or terms for redemption.
      The point you should keep in mind is that most of the value of
our convertible preferreds is derived from their fixed-income char-
acteristics. That means the securities cannot be worth less than the
value they would possess as non-convertible preferreds and may be
worth more because of their conversion options.
                    CARDOZO LAW REVIEW                       [Vol. 19:1
116



      Berkshire made five private purchases of convertible pre-
ferred stocks during the 1987-91 period and the time seems right to
discuss their status.
      In each case we had the option of sticking with these prefer-
reds as fixed-income securities or converting them into common
stock. Initially, their value to us came primarily from their fixed-
income characteristics. The option we had to convert was a kicker.
      Our $300 million private purchase of American Express
"Peres" . . . was a modified form of common stock whose fixed-
income characteristics contributed only a minor portion of its ini-
tial value. Three years after we bought them, the Peres automati-
cally were converted to common stock. In contrast, [our other
convertible preferred stocks] were set to become common stocks
only if we wished them to-a crucial difference.
      When we purchased our convertible securities, I told you that
we expected to earn after-tax returns from them that "moderately"
exceeded what we could earn from the medium-term fixed-income
securities they replaced. We beat this expectation-but only be-
cause of the performance of a single issue. I also told you that
these securities, as a group, would "not produce the returns we can
achieve when we find a business with wonderful economic pros-
pects." Unfortunately, that prediction was fulfilled. Finally, I said
that "under almost any conditions, we expect these preferreds to
return us our money plus dividends." That's one I would like to
have back. Winston Churchill once said that "eating my words has
never given me indigestion." My assertion, however, that it was
almost impossible for us to lose money on our preferreds has
caused me some well-deserved heartburn.
      Our best holding has been Gillette, which we told you from
the start was a superior business. Ironically, though, this is also the
purchase in which I made my biggest mistake-of a kind, however,
never recognized on financial statements.
      We paid $600 million in 1989 for Gillette preferred shares that
were convertible into 48 million (split-adjusted) common shares.
Taking an alternative route with the $600 million, I probably could
have purchased 60 million shares of common from the company.
The market on the common was then about $10.50, and given that
this would have been a huge private placement carrying important
restrictions, I probably could have bought the stock at a discount of
at least 5%. I can't be sure about this, but it's likely that Gillette's
1997]                                                            117
             THE ESSAYS OF WARREN BUFFETT

management would have been just as happy to have Berkshire opt
for common.
     But I was far too clever to do that. Instead, for less than two
years, we received some extra dividend income (the difference be-
tween the preferred's yield and that of the common), at which
point the company-quite properly-called the issue, moving to do
that as quickly as was possible. If I had negotiated for common
rather than preferred, we would have been better off at yearend
1995 by $625 million, minus the "excess" dividends of about $70
million.
     In the case of Champion, the ability of the company to call our
preferred at 115% of cost forced a move out of us last August that
we would rather have delayed. In this instance, we converted our
shares just prior to the pending call and offered them to the com-
pany at a modest discount.
     Charlie and I have never had a conviction about the paper
industry-actually, I can't remember ever owning the common
stock of a paper producer in my 54 years of investing-so our
choice in August was whether to sell in the market or to the com-
pany... , Our Champion capital gain was moderate-about 19%
after tax from a six-year investment-but the preferred delivered
us a good after-tax dividend yield throughout our holding period.
(That said, many press accounts have overstated the after-tax
yields earned by property-casualty insurance companies on divi-
dends paid to them. What the press has failed to take into account
is a change in the tax law that took effect in 1987 and that signifi-
cantly reduced the dividends received credit applicable to insurers.
For details, see [Part V.H.].)
     Our First Empire preferred [was to] be called on March 31,
1996, the earliest date allowable. We are comfortable owning stock
in well-run banks, and we will convert and keep our First Empire
common shares. Bob Wilmers, CEO of the company, is an out-
standing banker, and we love being associated with him.
     Our other two preferreds have been disappointing, though the
Salomon preferred has modestly outperformed the fixed-income
securities for which it was a substitute. However, the amount of
management time Charlie and I have devoted to this holding has
been vastly greater than its economic significance to Berkshire.
Certainly I never dreamed I would take a new job at age 60-Salo-
mon interim chairman, that is-because of an earlier purchase of a
fixed-income security.
                                                           [Vol. 19:1
                   CARDOZO LAW REVIEW
118

     Soon after our purchase of the Salomon preferred in 1987, I
wrote that I had "no special insights regarding the direction or fu-
ture profitability of investment banking." Even the most charita-
ble commentator would conclude that I have since proved my
point.
     To date, our option to convert into Salomon common has not
proven of value. Furthermore, the Dow Industrials have doubled
since I committed to buy the preferred, and the brokerage group
has performed equally as well. That means my decision to go with
Salomon because I saw value in the conversion option must be
graded as very poor. Even so, the preferred has continued under
some trying conditions to deliver as a fixed-income security, and
the 9% dividend is currently quite attractive.
     Unless the preferred is converted, its terms require redemp-
tion of 20% of the issue on October 31 of each year, 1995-99, and
$140 million of our original $700 million was taken on schedule last
year. (Some press reports labeled this a sale, but a senior security
that matures is not "sold.") Though we did not elect to convert the
preferred that matured last year, we have four more bites at the
conversion apple, and I believe it quite likely that we will yet find
value in our right to convert.
                              III.   COMMON STOCK

      [O]ccasional outbreaks of those two super-contagious dis-
eases, fear and greed, will forever occur in the investment commu-
nity. The timing of these epidemics will be unpredictable. And the
market aberrations produced by them will be equally unpredict-
able, both as to duration and degree. Therefore, we never try to
anticipate the arrival or departure of either disease. Our goal is
more modest: we simply attempt to be fearful when others are
greedy and to be greedy only when others are fearful.
      As this is written, little fear is visible in Wall Street. Instead,
euphoria prevails-and why not? What could be more exhilarating
than to participate in a bull market in which the rewards to owners
of businesses become gloriously uncoupled from the plodding per-
formances of the businesses themselves. Unfortunately, however,
stocks can't outperform businesses indefinitely.
      Indeed, because of the heavy transaction and investment man-
agement costs they bear, stockholders as a whole and over the long
term must inevitably underperform the companies they own. If
American business, in aggregate, earns about 12% on equity annu-
ally, investors must end up earning significantly less. Bull markets
can obscure mathematical laws, but they cannot repeal them. 27

                     The Bane of Trading: Transaction Costs28
              A.
       It is likely that in a few months Berkshire shares will be traded
on the New York Stock Exchange. Our move there would be
made possible by a new listing rule that the Exchange's Board of
Governors has passed and asked the SEC to approve. If that ap-
proval is forthcoming, we expect to apply for a listing, which we
believe will be granted.
     Up to now, the Exchange has required newly-listed companies
to have a minimum of 2,000 shareholders who each own 100 shares
or more. The purpose of this rule is to insure that NYSE-listed
companies enjoy the broad investor interest that facilitates an or-
derly market. The 100-share standard corresponds to the trading
unit ("round lot") for all common stocks now listed on the
Exchange.
     Because [in 1988] Berkshire ha[d] relatively few shares out-
standing (1,146,642), it [did] not have the number of 100-shares-or-
more holders that the Exchange has required. A ten-share holding

       [Introductory paragraph, 1986.]
  27
       [Letter dated August 5, 1988 sent to Berkshire shareholders and reprinted 1988.]
  28


                                          119
120                                                         [Vol. 19:1
                   CARDOZO LAW REVIEW

of Berkshire, however, represents a significant investment commit-
ment. In fact, ten Berkshire shares have a value greater than that
of 100 shares of any NYSE-listed stock. The Exchange, therefore,
is willing to have Berkshire shares trade in ten-share "round lots."
      The Exchange's proposed rule simply changes the 2,000 share-
holder minimum from one measured by holders of 100 shares or
more to one measured by holders of a round lot or more. Berk-
shire can easily meet this amended test.
      Charlie Munger, Berkshire's Vice Chairman, and I are de-
lighted at the prospect of listing, since we believe this move will
benefit our shareholders. We have two criteria by which we judge
what marketplace would be best for Berkshire stock. First, we
hope for the stock to consistently trade at a price rationally related
to its intrinsic business value. If it does, the investment result
achieved by each shareholder will approximate Berkshire's busi-
ness result during his period of ownership.
      Such an outcome is far from automatic. Many stocks swing
between levels of severe undervaluation and overvaluation. When
this happens, owners are rewarded or penalized in a manner wildly
at variance with how the business has performed during their pe-
riod of ownership. We want to avoid such capricious results. Our
goal is to have our shareholder-partners profit from the achieve-
ments of the business rather than from the foolish behavior of their
co-owners.
      Consistently rational prices are produced by rational owners,
both current and prospective. All of our policies and communica-
tions are designed to attract the business-oriented long-term owner
and to filter out possible buyers whose focus is short-term and mar-
ket-oriented. To date we have been successful in this attempt, and
Berkshire shares have consistently sold in an unusually narrow
range around intrinsic business value. We do not believe that a
NYSE listing will improve or diminish Berkshire's prospects for
consistently selling at an appropriate price; the quality of our
shareholders will produce a good result whatever the marketplace.
      But we do believe that the listing will reduce transaction costs
for Berkshire's shareholders-and that is important. Though we
want to attract shareholders who will stay around for a long time,
we also want to minimize the costs incurred by shareholders when
they enter or exit. In the long run, the aggregate pre-tax rewards
to our owners will equal the business gains achieved by the com-
pany less the transaction costs imposed by the marketplace-that
is, commissions charged by brokers plus the net realized spreads of
1997]            THE ESSAYS OF WARREN BUFFETT                     121

market-makers. Overall, we believe these transaction costs will be
reduced materially by a NYSE listing.
     . . . [T]ransaction costs are very heavy for active stocks, often
mounting to 10% or more of the earnings of a public company. In
effect, these costs act as a hefty tax on owners, albeit one based on
individual decisions to "change chairs" and one that is paid to the
financial community rather than to Washington. Our policies and
your investment attitude have reduced this "tax" on Berkshire
owners to what we believe is the lowest level among large public
companies. A NYSE listing should further reduce this cost for
Berkshire's owners by narrowing the market-maker's spread.
     Under NYSE rules we must have at least two independent di-
rectors. Among the Board of Directors you elected in May, only
Malcolm Chace, JI. meets their test of independence.
     But from this deficiency comes a good result. Charlie and I
are pleased to inform you that Walter Scott, Jr., CEO of the Peter
Kiewit Sons', Inc. has joined the Berkshire board. PKS is one of
the remarkable business stories of our time. The company, which
is employee-owned, has a long-term financial record so good that
I'm not going to recite it for fear of stirring unrest among our
shareholders. Throughout his lifetime, Pete Kiewit ran the com-
pany as a strict meritocracy and it was in this tradition that he
picked Walter to succeed him upon his death. Walter instinctively
thinks like an owner and he will feel at home on the Berkshire
board.
     One final comment: You should clearly understand that we are
not seeking a NYSE listing for the purpose of achieving a higher
valuation on Berkshire shares. Berkshire should sell, and we hope
will sell, on the NYSE at prices similar to those it would have com-
manded in the over-the-counter market, given similar economic cir-
cumstances. The NYSE listing should not induce you to buy or sell;
it simply should cut your costs somewhat should you decide to do
either.

                 B. Attracting the Right Sort of Investor29
      Berkshire's shares were listed on the [NYSE] on November
29, 1988.... Let me clarify one point not dealt with in the letter
[set forth above]: Though our round lot for trading on the NYSE is
ten shares, any number of shares from one on up can be bought or
sold.

       [1988.]
  29
                   CARDOZO LAW REVIEW
122                                                        [Vol. 19:1

      As the [foregoing] letter explains, our primary goal in listing
was to reduce transaction costs, and we believe this goal is being
achieved. Generally, the spread between the bid and asked price
on the NYSE has been well below the spread that prevailed in the
over-the-counter market.
      Henderson Brothers, Inc., the specialist in our shares, is the
oldest continuing specialist firm on the Exchange; its progenitor,
William Thomas Henderson, bought his seat for $500 on Septem-
ber 8, 1861. (Recently, seats were selling for about $625,000.)
Among the 54 firms acting as specialists, HBI ranks second in
number of stocks assigned, with 83. We were pleased when Berk-
shire was allocated to HBI, and have been delighted with the firm's
performance. Jim Maguire, Chairman of HBI, personally manages
the trading in Berkshire, and we could not be in better hands.
      In two respects our goals probably differ somewhat from those
of most listed companies. First, we do not want to maximize the
price at which Berkshire shares trade. We wish instead for them to
trade in a narrow range centered at intrinsic business value (which
we hope increases at a reasonable-or, better yet, unreasonable-
rate). Charlie and I are bothered as much by significant overvalua-
tion as significant undervaluation. Both extremes will inevitably
produce results for many shareholders that will differ sharply from
Berkshire's business results. If our stock price instead consistently
mirrors business value, each of our shareholders will receive an in-
vestment result that roughly parallels the business results of Berk-
shire during his holding period.
      Second, we wish for very little trading activity. If we ran a
private business with a few passive partners, we would be disap-
pointed if those partners, and their replacements, frequently
wanted to leave the partnership. Running a public company, we
feel the same way.
      Our goal is to attract long-term owners who, at the time of
purchase, have no timetable or price target for sale but plan in-
stead to stay with us indefinitely. We don't understand the CEO
who wants lots of stock activity, for that can be achieved only if
many of his owners are constantly exiting. At what other organiza-
tion-school, club, church, etc.-do leaders cheer when members
leave? (However if there were a broker whose livelihood de-
pended upon the membership turnover in such organizations, you
could be sure that there would be at least one proponent of activ-
ity, as in: "There hasn't been much going on in Christianity for a
while; maybe we should switch to Buddhism next week.")
                                                                                      123
                 THE ESSAYS OF WARREN BUFFETT
1997]

     Of course, some Berkshire owners will need or want to sell
from time to time, and we wish for good replacements who will pay
them a fair price. Therefore we try, through our policies, perform-
ance, and communications, to attract new shareholders who under-
stand our operations, share our time horizons, and measure us as
we measure ourselves. If we can continue to attract this sort of
shareholder-and, just as important, can continue to be uninterest-
ing to those with short-term or unrealistic expectations-Berkshire
shares should consistently sell at prices reasonably related to busi-
ness value. 30

                                    Dividend Poli cy31
                              C.

     Dividend policy is often reported to shareholders, but seldom
explained. A company will say something like, "Our goal is to pay
out 40% to 50% of earnings and to increase dividends at a rate at
least equal to the rise in the CPI". And that's it-no analysis will
be supplied as to why that particular policy is best for the owners of
the business. Yet, allocation of capital is crucial to business and
investment management. Because it is, we believe managers and
owners should think hard about the circumstances under which
earnings should be retained and under which they should be
distributed.
     The first point to understand is that all earnings are not cre-
ated equal. In many businesses-particularly those that have high
asset/profit ratios-inflation causes some or all of the reported
earnings to become ersatz. The ersatz portion-let's call these
earnings "restricted"-cannot, if the business is to retain its eco-
nomic position, be distributed as dividends. Were these earnings to
be paid out, the business would lose ground in one or more of the
following areas: its ability to maintain its unit volume of sales, its
long-term competitive position, its financial strength. No matter
how conservative its payout ratio, a company that consistently dis-

       [The following is from 1989:]
  30
     With more than a year behind him of trading Berkshire's stock on the New York Stock
Exchange, our specialist, Jim Maguire of [RBI] continues his outstanding performance.
Before we listed, dealer spreads often were 3% or more of market price. Jim has main-
tained the spread at 50 points or less, which at current prices is well under 1%.
hareholders who buy or sell benefit significantly from this reduction in transaction costs.
     Because we are delighted by our experience with Jim, RBI and the NYSE, I said as
much in ads that have been run in a series placed by the NYSE. Normally I shun testimo-
nials, but I was pleased in this instance to publicly compliment the Exchange.
   31 [1984.]
                   CARDOZO LAW REVIEW
124                                                         [Vol. 19:1

tributes restricted earnings is destined for oblivion unless equity
capital is otherwise infused.
     Restricted earnings are seldom valueless to owners, but they
often must be discounted heavily. In effect, they are conscripted by
the business, no matter how poor its economic potential. (This re-
tention-no-matter-how-unattractive-the-return situation was com-
municated unwittingly in a marvelously ironic way by Consolidated
Edison a decade ago. At the time, a punitive regulatory policy was
a major factor causing the company's stock to sell as low as one-
fourth of book value: i.e., every time a dollar of earnings was re-
tained for reinvestment in the business, that dollar was trans-
formed into only 25¢ of market value. But, despite this gold-into-
lead process, most earnings were reinvested in the business rather
than paid to owners. Meanwhile, at construction and maintenance
sites throughout New York, signs proudly proclaimed the corpo-
rate slogan, "Dig We Must".)
     Restricted earnings need not concern us further in this divi-
dend discussion. Let's turn to the much-more-valued unrestricted
variety. These earnings may, with equal feasibility, be retained or
distributed. In our opinion, management should choose whichever
course makes greater sense for the owners of the business.
     This principle is not universally accepted. For a number of
reasons managers like to withhold unrestricted, readily distributa-
ble earnings from shareholders-to expand the corporate empire
over which the managers rule, to operate from a position of excep-
tional financial comfort, etc. But we believe there is only one valid
reason for retention. Unrestricted earnings should be retained
only when there is a reasonable prospect-backed preferably by
historical evidence or, when appropriate, by a thoughtful analysis
of the future-that for every dollar retained by the corporation, at
least one dollar of market value will be created for owners. This will
happen only if the capital retained produces incremental earnings
equal to, or above, those generally available to investors.
     To illustrate, let's assume that an investor owns a risk-free
10% perpetual bond with one very unusual feature. Each year the
investor can elect either to take his 10% coupon in cash, or to rein-
vest the coupon in more 10% bonds with identical terms: i.e., a
perpetual life and coupons offering the same cash-or-reinvest op-
tions. If, in any given year, the prevailing interest rate on long-
term, risk-free bonds is 5%, it would be foolish for the investor to
take his coupon in cash since the 10% bonds he could instead
choose would be worth considerably more than 100¢ on the dollar.
             THE ESSAYS OF WARREN BUFFETT                        125
1997]

Under these circumstances, the investor wanting to get his hands
on cash should take his coupon in additional bonds and then imme-
diately sell them. By doing that, he would realize more cash than if
he had taken his coupon directly in cash. Assuming all bonds were
held by rational investors, no one would opt for cash in an era of
5% interest, not even those bondholders needing cash for living
purposes.
     If, however, interest rates were 15%, no rational investor
would want his money invested for him at 10%. Instead, the inves-
tor would choose to take his coupon in cash, even if his personal
cash needs were nil. The opposite course-reinvestment of the
coupon-would give an investor additional bonds with market
value far less than the cash he could have elected. If he should
want 10% bonds, he can simply take the cash received and buy
them in the market, where they will be available at a large
discount.
     An analysis similar to that made by our hypothetical bond-
holder is appropriate for owners in thinking about whether a com-
pany's unrestricted earnings should be retained or paid out. Of
course, the analysis is much more difficult and subject to error be-
cause the rate earned on reinvested earnings is not a contractual
figure, as in our bond case, but rather a fluctuating figure. Owners
must guess as to what the rate will average over the intermediate
future. However, once an informed guess is made, the rest of the
analysis is simple: you should wish your earnings to be reinvested if
they can be expected to earn high returns, and you should wish
them paid to you if low returns are the likely outcome of
reinvestment.
     Many corporate managers reason very much along these lines
in determining whether subsidiaries should distribute earnings to
their parent company. At that level, the managers have no trouble
thinking like intelligent owners. But payout decisions at the parent
company level often are a different story. Here managers fre-
quently have trouble putting themselves in the shoes of their share-
holder-owners.
     With this schizoid approach, the CEO of a multi-divisional
company will instruct Subsidiary A, whose earnings on incremental
capital may be expected to average 5%, to distribute all available
earnings in order that they may be invested in Subsidiary B, whose
earnings on incremental capital are expected to be 15 %. The
CEO's business school oath will allow no lesser behavior. But if
his own long-term record with incremental capital is 5%-and
                                                                         [Vol. 19:1
                         CARDOZO LAW REVIEW
126

market rates are lO%-he is likely to impose a dividend policy on
shareholders of the parent company that merely follows some his-
torical or industry-wide payout pattern. Furthermore, he will ex-
pect managers of subsidiaries to give him a full account as to why it
makes sense for earnings to be retained in their operations rather
than distributed to the parent-owner. But seldom will he supply
his owners with a similar analysis pertaining to the whole company.
     In judging whether managers should retain earnings, share-
holders should not simply compare total incremental earnings in
recent years to total incremental capital because that relationship
may be distorted by what is going on in a core business. During an
inflationary period, companies with a core business characterized
by extraordinary economics can use small amounts of incremental
capital in that business at very high rates of return (as was dis-
cussed in last year's section on Goodwill).32 But, unless they are
experiencing tremendous unit growth, outstanding businesses by
definition generate large amounts of excess cash. If a company
sinks most of this money in other businesses that earn low returns,
the company's overall return on retained capital may nevertheless
appear excellent because of the extraordinary returns being earned
by the portion of earnings incremental invested in the core busi-
ness. The situation is analogous to a Pro-Am golf event: even if all
of the amateurs are hopeless duffers, the team's best-ball score will
be respectable because of the dominating skills of the professional.
     Many corporations that consistently show good returns both
on equity and on overall incremental capital have, indeed, em-
ployed a large portion of their retained earnings on an economi-
cally unattractive, even disastrous, basis. Their marvelous core
businesses, however, whose earnings grow year after year, camou-
flage repeated failures in capital allocation elsewhere (usually in-
volving high-priced acquisition of businesses that have inherently
mediocre economics). The managers at fault periodically report on
the lesson they have learned from the latest disappointment. They
then usually seek out future lessons. (Failure seems to go to their
heads.)
     In such cases, shareholders would be far better off if earnings
were retained only to expand the high-return business, with the
balance paid in dividends or used to repurchase stock (an action
that increases the owners' interest in the exceptional business while
sparing them participation in subpar businesses). Managers of

       [See the essay Economic Goodwill Versus Accounting Goodwill in Part V.c.]
  32
                                                                127
                THE ESSAYS OF WARREN BUFFETT
1997]

high-return businesses who consistently employ much of the cash
thrown off by those businesses in other ventures with low returns
should be held to account for those allocation decisions, regardless
of how profitable the overall enterprise is.
     Nothing in this discussion is intended to argue for dividends
that bounce around from quarter to quarter with each wiggle in
earnings or in investment opportunities. Shareholders of public
corporations understandably prefer that dividends be consistent
and predictable. Payments, therefore, should reflect long-term ex-
pectations for both earnings and returns on incremental capital.
Since the long-term corporate outlook changes only infrequently,
dividend patterns should change no more often. But over time dis-
tributable earnings that have been withheld by managers should
earn their keep. If earnings have been unwisely retained, it is
likely that managers, too, have been unwisely retained.

                D.   Stock Splits and Trading Activity?>3

      We often are asked why Berkshire does not split its stock. The
assumption behind this question usually appears to be that a split
would be a pro-shareholder action. We disagree. Let me tell you
why.
      One of our goals is to have Berkshire Hathaway stock sell at a
price rationally related to its intrinsic business value. (But note
"rationally related," not "identical": if well-regarded companies
are generally selling in the market at large discounts from value,
Berkshire might well be priced similarly.) The key to a rational
stock price is rational shareholders, both current and prospective.
      If the holders of a company's stock and/or the prospective
buyers attracted to it are prone to make irrational or emotion-
based decisions, some pretty silly stock prices are going to appear
periodically. Manic-depressive personalities produce manic-de-
pressive valuations. Such aberrations may help us in buying and
selling the stocks of other companies. But we think it is in both
your interest and ours to minimize their occurrence in the market
for Berkshire.
      To obtain only high quality shareholders is no cinch. Mrs. As-
tor could select her 400, but anyone can buy any stock. Entering
members of a shareholder "club" cannot be screened for intellec-
tual capacity, emotional stability, moral sensitivity or acceptable

      [1983.]
 33
128                 CARDOZO LAW REVIEW                      [Vol. 19:1

dress. Shareholder eugenics, therefore, might appear to be a hope-
less undertaking.
      In large part, however, we feel that high quality ownership can
be attracted and maintained if we consistently communicate our
business and ownership philosophy-along with no other conflict-
ing messages-and then let self selection follow its course. For ex-
ample, self selection will draw a far different crowd to a musical
event advertised as an opera than one advertised as a rock con-
cert-even though anyone can buy a ticket to either.
     Through our policies and communications-our "advertise-
ments"-we try to attract investors who will understand our opera-
tions, attitudes and expectations. (And, fully as important, we try
to dissuade those who won't.) We want those who think of them-
selves as business owners and invest in companies with the inten-
tion of staying a long time. And, we want those who keep their
eyes focused on business results, not market prices.
      Investors possessing those characteristics are in a small minor-
ity, but we have an exceptional collection of them. I believe well
over 90%-probably over 95%-of our shares are held by those
who were shareholders of Berkshire or Blue Chip five years ago.
And I would guess that over 95% of our shares are held by inves-
tors for whom the holding is at least double the size of their next
largest. Among companies with at least several thousand public
shareholders and more than $1 billion of market value, we are al-
most certainly the leader in the degree to which our shareholders
think and act like owners. Upgrading a shareholder group that
possesses these characteristics is not easy.
      Were we to split the stock or take other actions focusing on
stock price rather than business value, we would attract an entering
class of buyers inferior to the exiting class of sellers. At $1300,
there are very few investors who can't afford a Berkshire share.
Would a potential one-share purchaser be better off if we split 100
for 1 so he could buy 100 shares? Those who think so and who
would buy the stock because of the split or in anticipation of one
would definitely downgrade the quality of our present shareholder
group. (Could we really improve our shareholder group by trading
some of our present dear-thinking members for impressionable
new ones who, preferring paper to value, feel wealthier with nine
$10 bills than with one $100 bill?) People who buy for non-value
reasons are likely to sell for non-value reasons. Their presence in
the picture will accentuate erratic price swings unrelated to under-
lying business developments.
1997]                                                            129
             THE ESSAYS OF WARREN BUFFETT

      We will try to avoid policies that attract buyers with a short-
term focus on our stock price and try to allow policies that attract
informed long-term investors focusing on business values. Just as
you purchased your Berkshire shares in a market populated by ra-
tional informed investors, you deserve a chance to sell-should you
ever want to-in the same kind of market. We will work to keep it
in existence.
      One of the ironies of the stock market is the emphasis on ac-
tivity. Brokers, using terms such as "marketability" and "liquid-
ity", sing the praises of companies with high share turnover (those
who cannot fill your pocket will confidently fill your ear). But in-
vestors should understand that what is good for the croupier is not
good for the customer. A hyperactive stock market is the pick-
pocket of enterprise.
      For example, consider a typical company earning, say, 12% on
equity. Assume a very high turnover rate in its shares of 100% per
year. If a purchase and sale of the stock trades at book value, the
owners of our hypothetical company will pay, in aggregate, 2% of
the company's net worth annually for the privilege of transferring
ownership. This activity does nothing for the earnings of the busi-
ness, and means that 1/6 of them are lost to the owners through the
"frictional" cost of transfer. (And this calculation does not count
option trading, which would increase frictional costs still further.)
      All that makes for a rather expensive game of musical chairs.
Can you imagine the agonized cry that would arise if a governmen-
tal unit were to impose a new 162/3% tax on earnings of corpora-
tions or investors? By market activity, investors can impose upon
themselves the equivalent of such a tax.
      Days when the market trades 100 million shares (and that kind
of volume, when over-the-counter trading is included, is today ab-
normally low) are a curse for owners, not a blessing-for they
mean that owners are paying twice as much to change chairs as
they are on a SO-million-share day. If 100-million-share days per-
sist for a year and the average cost on each purchase and sale is 1S¢
a share, the chair-changing tax for investors in aggregate would to-
tal about $7.5 billion-an amount roughly equal to the combined
1982 profits of Exxon, General Motors, Mobil and Texaco, the four
largest companies in the Fortune 500.
      These companies had a combined net worth of $75 billion at
yearend 1982 and accounted for over 12% of both net worth and
net income of the entire Fortune 500 list. Under our assumption
investors, in aggregate, every year forfeit all earnings from this
                   CARDOZO LAW REVIEW
130                                                         [Vol. 19:1

staggering sum of capital merely to satisfy their penchant for "fi-
nancial flip-flopping". In addition, investment management fees of
over $2 billion annually-sums paid for chair-changing advice-re-
quire the forfeiture by investors of all earnings of the five largest
banking organizations (Citicorp, Bank America, Chase Manhattan,
Manufacturers Hanover and J.P. Morgan). These expensive activi-
ties may decide who eats the pie, but they don't enlarge it.
     (We are aware of the pie-expanding argument that says that
such activities improve the rationality of the capital allocation pro-
cess. We think that this argument is specious and that, on balance,
hyperactive equity markets subvert rational capital allocation and
act as pie shrinkers. Adam Smith felt that all noncollusive acts in a
free market were guided by an invisible hand that led an economy
to maximum progress; our view is that casino-type markets and
hair-trigger investment management act as an invisible foot that
trips up and slows down a forward-moving economy.)
     Contrast the hyperactive stock with Berkshire. The bid-and-
ask spread in our stock currently is about 30 points, or a little over
2%. Depending on the size of the transaction, the difference be-
tween proceeds received by the seller of Berkshire and cost to the
buyer may range downward from 4% (trading involving only a few
shares) to perhaps 1½% (in large trades where negotiation can re-
duce both the market-maker's spread and the broker's commis-
sion). Because most Berkshire shares are traded in fairly large
transactions, the spread on all trading probably does not average
more than 2%.
     Meanwhile, true turnover in Berkshire stock (excluding inter-
dealer transactions, gifts and bequests) probably runs 3% per year.
Thus our owners, in aggregate, are paying perhaps 6/100 of 1% of
Berkshire's market value annually for transfer privileges. By this
very rough estimate, that's $900,000-not a small cost, but far less
than average. Splitting the stock would increase that cost, down-
grade the quality of our shareholder population, and encourage a
market price less consistently related to intrinsic business value.
We see no offsetting advantages.

                         Shareholder Strategies 34
                    E.
    Late last year Berkshire's stock price crossed $10,000. Several
shareholders have mentioned to me that the high price causes them
problems: They like to give shares away each year and find them-

       [1992.]
  34
                                                                          131
                  THE ESSAYS OF WARREN BUFFETT
1997]

selves impeded by the tax rule that draws a distinction between
annual gifts of $10,000 or under to a single individual and those
above $10,000. That is, those gifts no greater than $10,000 are com-
pletely tax-free; those above $10,000 require the donor to use up a
portion of his or her lifetime exemption from gift and estate taxes,
or, if that exemption has been exhausted, to pay gift taxes.
      I can suggest three ways to address this problem. The first
would be useful to a married shareholder, who can give up to
$20,000 annually to a single recipient, as long as the donor files a
gift tax return containing his or her spouse's written consent to gifts
made during the year.
      Secondly, a shareholder, married or not, can make a bargain
sale. Imagine, for example, that Berkshire is selling for $12,000
and that one wishes to make only a $10,000 gift. In that case, sell
the stock to the giftee for $2,000. (Caution: You will be taxed on
the amount, if any, by which the sales price to your giftee exceeds
your tax basis.)
      Finally, you can establish a partnership with people to whom
you are making gifts, fund it with Berkshire shares, and simply give
percentage interests in the partnership away each year. These in-
terests can be for any value that you select. If the value is $10,000
or less, the gift will be tax-free.
      We issue the customary warning: Consult with your own tax
advisor before taking action on any of the more esoteric methods
of gift-making.
      We hold to the view about stock splits that we set forth in the
1983 Annual Report. 35 Overall, we believe our owner-related poli-
cies-including the no-split policy-have helped us assemble a
body of shareholders that is the best associated with any widely-
held American corporation. Our shareholders think and behave
like rational long-term owners and view the business much as
Charlie and I do. Consequently, our stock consistently trades in a
price range that is sensibly related to intrinsic value.
      Additionally, we believe that our shares turn over far less ac-
tively than do the shares of any other widely-held company. The
frictional costs of trading-which act as a major "tax" on the own-
ers of many companies-are virtually non-existent at Berkshire.
(The market-making skills of Jim Maguire, our New York Stock
Exchange specialist, definitely help to keep these costs low.) Obvi-
ously a split would not change this situation dramatically. None-

       [See the essay Stock Splits and Trading Activity in Part iII.D.]
  35
132                         CARDOZO LAW REVIEW                 [Vol. 19:1

theless, there is no way that our shareholder group would be
upgraded by the new shareholders enticed by a split. Instead we
believe that modest degradation would occur.

                             Berkshire's Recapitalization 36
                       F.
      At the Annual Meeting you will be asked to approve a recapi-
talization of Berkshire, creating two classes of stock. If the plan is
adopted, our existing common stock will be designated as Class A
Common Stock and a new Class B Common Stock will be
authorized.
     Each share of the "B" will have the rights of 1I30th of an "A"
share with these exceptions: First, a B share will have 1I200th of the
vote of an A share (rather than 1I30th of the vote). Second, the B
will not be eligible to participate in Berkshire's shareholder-desig-
nated charitable contributions program.
     When the recapitalization is complete, each share of A will
become convertible, at the holder's option and at any time, into 30
shares of B. This conversion privilege will not extend in the oppo-
site direction. That is, holders of B shares will not be able to con-
vert them into A shares.
     We expect to list the B shares on the New York Stock Ex-
change, where they will trade alongside the A stock. To create the
shareholder base necessary for a listing-and to ensure a liquid
market in the B stock-Berkshire expects to make a public offer-
ing for cash of at least $100 million of new B shares. The offering
will be made only by means of a prospectus.
     The market will ultimately determine the price of the B shares.
Their price, though, should be in the neighborhood of 1I30th of the
price of the A shares.
     Class A shareholders who wish to give gifts may find it conve-
nient to convert a share or two of their stock into Class B shares.
Additionally, arbitrage-related conversions will occur if demand
for the B is strong enough to push its price to slightly above 1I30th
of the price of A.
     However, because the Class A stock will entitle its holders to
full voting rights and access to Berkshire's contributions program,
these shares will be superior to the Class B shares and we would
expect most shareholders to remain holders of the Class A-which
is precisely what the Buffett and Munger families plan to do, ex-
cept in those instances when we ourselves might convert a few

       [Divided by hash lines: 1995; 1996.]
  36
             THE ESSAYS OF WARREN BUFFETT
1997]                                                            133

shares to facilitate gifts. The prospect that most shareholders will
stick to the A stock suggests that it will enjoy a somewhat more
liquid market than the B.
      There are tradeoffs for Berkshire in this recapitalization. But
they do not arise from the proceeds of the offering-we will find
constructive uses for the money-nor in any degree from the price
at which we will sell the B shares. As I write this-with Berkshire
stock at $36,000-Charlie and I do not believe it undervalued.
Therefore, the offering we propose will not diminish the per-share
intrinsic value of our existing stock. Let me also put our thoughts
about valuation more baldly: Berkshire is selling at a price at which
Charlie and I would not consider buying it.
      What Berkshire will incur by way of the B stock are certain
added costs, including those involving the mechanics of handling a
larger number of shareholders. On the other hand, the stock
should be a convenience for people wishing to make gifts. And
those of you who have hoped for a split have gained a do-it-your-
self method of bringing one about.
      We are making this move, though, for other reasons-having
to do with the appearance of expense-laden unit trusts purporting
to be low-priced "clones" of Berkshire and sure to be aggressively
marketed. The idea behind these vehicles is not new: In recent
years, a number of people have told me about their wish to create
an "all-Berkshire" investment fund to be sold at a low dollar price.
But until recently, the promoters of these investments heard out
my objections and backed off.
      I did not discourage these people because I prefer large inves-
tors over small. Were it possible, Charlie and I would love to turn
$1,000 into $3,000 for multitudes of people who would find that
gain an important answer to their immediate problems.
      In order to quickly triple small stakes, however, we would
have to just as quickly turn our present market capitalization of $43
billion into $129 billion (roughly the market cap of General Elec-
tric, America's most highly valued company). We can't come close
to doing that. The very best we hope for is-on average-to
double Berkshire's per-share intrinsic value every five years, and
we may well fall far short of that goal.
      In the end, Charlie and I do not care whether our shareholders
own Berkshire in large or small amounts. What we wish for are
shareholders of any size who are knowledgeable about our opera-
tions, share our objectives and long-term perspective, and are
                                                           [Vol. 19:1
                   CARDOZO LAW REVIEW
134

aware of our limitations, most particularly those imposed by our
large capital base.
     The unit trusts that have recently surfaced fiy in the face of
these goals. They would be sold by brokers working for big com-
missions, would impose other burdensome costs on their share-
holders, and would be marketed en masse to unsophisticated
buyers, apt to be seduced by our past record and beguiled by the
publicity Berkshire and I have received in recent years. The sure
outcome: a multitude of investors destined to be disappointed.
     Through our creation of the B stock-a low-denomination
product far superior to Berkshire-only trusts-we hope to make
the clones unmerchandisable.
     But both present and prospective Berkshire shareholders
should pay special attention to one point: Though the per-share
intrinsic value of our stock has grown at an excellent rate during
the past five years, its market price has grown still faster. The
stock, in other words, has outperformed the business.
     That kind of market overperformance cannot persist indefi-
nitely, neither for Berkshire nor any other stock. Inevitably, there
will be periods of underperformance as well. The price volatility
that results, though endemic to public markets, is not to our liking.
What we would prefer instead is to have the market price of Berk-
shire precisely track its intrinsic value. Were the stock to do that,
every shareholder would benefit during his period of ownership in
exact proportion to the progress Berkshire itself made in the
period.
     Obviously, the market behavior of Berkshire's stock will never
conform to this ideal. But we will come closer to this goal than we
would otherwise if our present and prospective shareholders are
informed, business-oriented and not exposed to high-commission
salesmanship when making their investment decisions. To that
end, we are better off if we can blunt the merchandising efforts of
the unit trust-and that is the reason we are creating the B stock.

     [W]e made two good-sized offerings through Salomon [during
1996], both with interesting aspects. The first was our sale in May
of 517,500 shares of Class B Common, which generated net pro-
ceeds of $565 million. As I have told you before, we made this sale
in response to the threatened creation of unit trusts that would
have marketed themselves as Berkshire look-alikes. In the pro-
cess, they would have used our past, and definitely nonrepeatable,
             THE ESSAYS OF WARREN BUFFETT
1997]                                                             135

record to entice naive small investors and would have charged
these innocents high fees and commissions.
     I think it would have been quite easy for such trusts to have
sold many billions of dollars worth of units, and I also believe that
early marketing successes by these trusts would have led to the for-
mation of others. (In the securities business, whatever can be sold
will be sold.) The trusts would have meanwhile indiscriminately
poured the proceeds of their offerings into a supply of Berkshire
shares that is fixed and limited. The likely result: a speculative
bubble in our stock. For at least a time, the price jump would have
been self-validating, in that it would have pulled new waves of na-
ive and impressionable investors into the trusts and set off still
more buying of Berkshire shares.
     Some Berkshire shareholders choosing to exit might have
found that outcome ideal, since they could have profited at the ex-
pense of the buyers entering with false hopes. Continuing share-
holders, however, would have suffered once reality set in, for at
that point Berkshire would have been burdened with both hun-
dreds of thousands of unhappy, indirect owners (trustholders, that
is) and a stained reputation.
     Our issuance of the B shares not only arrested the sale of the
trusts, but provided a low-cost way for people to invest in Berk-
shire if they still wished to after hearing the warnings we issued. To
blunt the enthusiasm that brokers normally have for pushing new
issues-because that's where the money is-we arranged for our
offering to carry a commission of only 11h%, the lowest payoff that
we have ever seen in common stock underwriting. Additionally,
we made the amount of the offering open-ended, thereby repelling
the typical IPO buyer who looks for a short-term price spurt arising
from a combination of hype and scarcity.
     Overall, we tried to make sure that the B stock would be
purchased only by investors with a long-term perspective. Those
efforts were generally successful: Trading volume in the B shares
immediately following the offering-a rough index of "flipping"-
was far below the norm for a new issue. In the end we added about
40,000 shareholders, most of whom we believe both understand
what they own and share our time horizons.
     Salomon could not have performed better in the handling of
this unusual transaction. Its investment bankers understood per-
fectly what we were trying to achieve and tailored every aspect of
the offering to meet these objectives. The firm would have made
far more money-perhaps ten times as much-if our offering had
136                CARDOZO LAW REVIEW                      [Vol. 19:1

been standard in its make-up. But the investment bankers in-
volved made no attempt to tweak the specifics in that direction.
Instead they came up with ideas that were counter to Salomon's
financial interest but that made it much more certain Berkshire's
goals would be reached. Terry Fitzgerald captained this effort, and
we thank him for the job that he did.
     Given that background, it won't surprise you to learn that we
again went to Terry when we decided late in the year to sell an
issue of Berkshire notes that can be exchanged for a portion of the
Salomon shares that we hold. In this instance, once again, Salo-
mon did an absolutely first-class job, selling $500 million principal
amount of five-year notes for $447.1 million. Each $1,000 note is
exchangeable into 17.65 shares and is callable in three years at ac-
creted value. Counting the original issue discount and a 1% cou-
pon, the securities will provide a yield of 3% to maturity for
holders who do not exchange them for Salomon stock. But it
seems quite likely that the notes will be exchanged before their
maturity. If that happens, our interest cost will be about 1.1 % for
the period prior to exchange.
     In recent years, it has been written that Charlie and I are un-
happy about all investment-banking fees. That's dead wrong. We
have paid a great many fees over the last 30 years-beginning with
the check we wrote to Charlie Heider upon our purchase of Na-
tional Indemnity in 1967-and we are delighted to make payments
that are commensurate with performance. In the case of the 1996
transactions at Salomon Brothers we more than got our money's
worth.
                      IV.    MERGERS AND ACQUISITIONS

     Of all our activities at Berkshire, the most exhilarating for
Charlie and me is the acquisition of a business with excellent eco-
nomic characteristics and a management that we like, trust and ad-
mire. Such acquisitions are not easy to make but we look for them
constantly. In the search, we adopt the same attitude one might
find appropriate in looking for a spouse: It pays to be active, inter-
ested, and open-minded, but it does not pay to be in a hurry.
     In the past, I've observed that many acquisition-hungry man-
agers were apparently mesmerized by their childhood reading of
the story about the frog-kissing princess. Remembering her suc-
cess, they pay dearly for the right to kiss corporate toads, expecting
wondrous transfigurations. Initially, disappointing results only
deepen their desire to round up new toads. ("Fanaticism," said
[Santayana], "consists of redoubling your effort when you've for-
gotten your aim.") Ultimately, even the most optimistic manager
must face reality. Standing knee-deep in unresponsive toads, he
then announces an enormous "restructuring" charge. In this cor-
porate equivalent of a Head Start program, the CEO receives the
education but the stockholders pay the tuition.
     In my early days as a manager I, too, dated a few toads. They
were cheap dates-I've never been much of a sport-but my re-
sults matched those of acquirers who courted higher-priced toads.
I kissed and they croaked.
     After several failures of this type, I finally remembered some
useful advice I once got from a golf pro (who, like all pros who
have had anything to do with my game, wishes to remain anony-
mous). Said the pro: "Practice doesn't make perfect; practice
makes permanent." And thereafter I revised my strategy and tried
to buy good businesses at fair prices rather than fair businesses at
good prices. 37

                            Bad Motives and High Prices38
                     A.
     As our history indicates, we are comfortable both with total
ownership of businesses and with marketable securities represent-
ing small portions of businesses. We continually look for ways to
employ large sums in each area. (But we try to avoid small com-
mitments-"If something's not worth doing at all, it's not worth
doing well".) Indeed, the liquidity requirements of our insurance

       [Introductory essay, 1992.]
  37
       [Divided by hash lines: 1981; 1982; 1994.]
  38


                                            137
138                CARDOZO LAW REVIEW                       [VoL 19:1

and trading stamp businesses mandate major investments in mar-
ketable securities.
     Our acquisition decisions will be aimed at maximizing real
economic benefits, not at maximizing either managerial domain or
reported numbers for accounting purposes. (In the long run, man-
agements stressing accounting appearance over economic sub-
stance usually achieve little of either.)
     Regardless of the impact upon immediately reportable earn-
ings, we would rather buy 10% of Wonderful Business T at X per
share than 100% of Tat 2X per share. Most corporate managers
prefer just the reverse, and have no shortage of stated rationales
for their behavior.
     However, we suspect three motivations-usually unspoken-
to be, singly or in combination, the important ones in most high-
premium takeovers:
     (1) Leaders, business or otherwise, seldom are deficient in
          animal spirits and often relish increased activity and chal-
         lenge. At Berkshire, the corporate pulse never beats
         faster than when an acquisition is in prospect.
     (2) Most organizations, business or otherwise, measure them-
         selves, are measured by others, and compensate their
         managers far more by the yardstick of size than by any
         other yardstick. (Ask a Fortune 500 manager where his
         corporation stands on that famous list and, invariably, the
         number responded will be from the list ranked by size of
          sales; he may well not even know where his corporation
         places on the list Fortune just as faithfully compiles rank-
         ing the same 500 corporations by profitability.)
     (3) Many managements apparently were overexposed in im-
         pressionable childhood years to the story in which the im-
          prisoned handsome prince is released from a toad's body
         by a kiss from a beautiful princess. Consequently, they are
         certain their managerial kiss will do wonders for the prof-
         itability of Company T(arget).
     Such optimism is essentiaL Absent that rosy view, why else
should the shareholders of Company A(cquisitor) want to own an
interest in T at the 2X takeover cost rather than at the X market
price they would pay if they made direct purchases on their own?
     In other words, investors can always buy toads at the going
price for toads. If investors instead bankroll princesses who wish
to pay double for the right to kiss the toad, those kisses had better
pack some real dynamite. We've observed many kisses but very
             THE ESSAYS OF WARREN BUFFETT
1997]                                                             139

few miracles. Nevertheless, many managerial princesses remain se-
renely confident about the future potency of their kisses-even af-
ter their corporate backyards are knee-deep in unresponsive toads.
In fairness, we should acknowledge that some acquisition records
have been dazzling. Two major categories stand out.
     The first involves companies that, through design or accident,
have purchased only businesses that are particularly well adapted
to an inflationary environment. Such favored business must have
two characteristics: (1) an ability to increase prices rather easily
(even when product demand is flat and capacity is not fully uti-
lized) without fear of significant loss of either market share or unit
volume, and (2) an ability to accommodate large dollar volume in-
creases in business (often produced more by inflation than by real
growth) with only minor additional investment of capital. Manag-
ers of ordinary ability, focusing solely on acquisition possibilities
meeting these tests, have achieved excellent results in recent de-
cades. However, very few enterprises possess both characteristics,
and competition to buy those that do has now become fierce to the
point of being self-defeating.
     The second category involves the managerial superstars-men
who can recognize that rare prince who is disguised as a toad, and
who have managerial abilities that enable them to peel away the
disguise. We salute such managers as Ben Heineman at Northwest
Industries, Henry Singleton at Teledyne, Erwin Zaban at National
Service Industries, and especially Tom Murphy at Capital Cities
Communications (a real managerial "twofer", whose acquisition
efforts have been properly focused in Category 1 and whose oper-
ating talents also make him a leader of Category 2). From both
direct and vicarious experience, we recognize the difficulty and rar-
ity of these executives' achievements. (So do they; these champs
have made very few deals in recent years, and often have found
repurchase of their own shares to be the most sensible employment
of corporate capital.)
     Your Chairman, unfortunately, does not qualify for Category
2. And, despite a reasonably good understanding of the economic
factors compelling concentration in Category 1, our actual acquisi-
tion activity in that category has been sporadic and inadequate.
Our preaching was better than our performance. (We neglected
the Noah principle: predicting rain doesn't count, building arks
does.)
     We have tried occasionally to buy toads at bargain prices with
results that have been chronicled in past reports. Clearly our kisses
140                 CARDOZO LAW REVIEW                        [Vol. 19:1

fell fiat. We have done well with a couple of princes-but they
were princes when purchased. At least our kisses didn't turn them
into toads. And, finally, we have occasionally been quite successful
in purchasing fractional interests in easily-identifiable princes at
toad-like prices.

       Berkshire and Blue Chip are considering merger in 1983. If it
takes place, it will involve an exchange of stock based upon an
identical valuation method applied to both companies. The one
other significant issuance of shares by Berkshire or its affiliated
companies that occurred during present management's tenure was
in the 1978 merger of Berkshire with Diversified Retailing
Company.
      Our share issuances follow a simple basic rule: we will not is-
sue shares unless we receive as much intrinsic business value as we
give. Such a policy might seem axiomatic. Why, you might ask,
would anyone issue dollar bills in exchange for fifty-cent pieces?
Unfortunately, many corporate managers have been willing to do
just that.
      The first choice of these managers in making acquisitions may
be to use cash or debt. But frequently the CEO's cravings outpace
cash and credit resources (certainly mine always have). Fre-
quently, also, these cravings occur when his own stock is selling far
below intrinsic business value. This state of affairs produces a mo-
ment of truth. At that point, as Yogi Berra has said, "You can
observe a lot just by watching." For shareholders then will find
which objective the management truly prefers-expansion of do-
main or maintenance of owners' wealth.
      The need to choose between these objectives occurs for some
simple reasons. Companies often sell in the stock market below
their intrinsic business value. But when a company wishes to sell
out completely, in a negotiated transaction, it inevitably wants to-
and usually can-receive full business value in whatever kind of
currency the value is to be delivered. If cash is to be used in pay-
ment, the seller's calculation of value received couldn't be easier.
If stock of the buyer is to be the currency, the seller's calculation is
still relatively easy: just figure the market value in cash of what is
to be received in stock.
      Meanwhile, the buyer wishing to use his own stock as currency
for the purchase has no problems if the stock is selling in the mar-
ket at full intrinsic value.
                                                                  141
1997]        THE ESSAYS OF WARREN BUFFETT

      But suppose it is selling at only half intrinsic value. In that
case, the buyer is faced with the unhappy prospect of using a sub-
stantially undervalued currency to make its purchase.
     Ironically, were the buyer to instead be a seller of its entire
business, it too could negotiate for, and probably get, full intrinsic
business value. But when the buyer makes a partial sale of itself-
and that is what the issuance of shares to make an acquisition
amounts to-it can customarily get no higher value set on its shares
than the market chooses to grant it.
     The acquirer who nevertheless barges ahead ends up using an
undervalued (market value) currency to pay for a fully valued (ne-
gotiated value) property. In effect, the acquirer must give up $2 of
value to receive $1 of value. Under such circumstances, a marvel-
ous business purchased at a fair sales price becomes a terrible buy.
For gold valued as gold cannot be purchased intelligently through
the utilization of gold-or even silver-valued as lead.
     If, however, the thirst for size and action is strong enough, the
acquirer's manager will find ample rationalizations for such a
value-destroying issuance of stock. Friendly investment bankers
will reassure him as to the soundness of his actions. (Don't ask the
barber whether you need a haircut.)
     A few favorite rationalizations employed by stock-issuing
managements follow:
      (a) "The company we're buying is going to be worth a lot
          more in the future." (Presumably so is the interest in the
          old business that is being traded away; future prospects
          are implicit in the business valuation process. If 2X is is-
          sued for X, the imbalance still exists when both parts
          double in business value.)
      (b) "We have to grow." (Who, it might be asked, is the "we"?
          For present shareholders, the reality is that all existing
          businesses shrink when shares are issued. Were Berkshire
          to issue shares tomorrow for an acquisition, Berkshire
          would own everything that it now owns plus the new busi-
          ness, but your interest in such hard-to-match businesses as
          See's Candy Shops, National Indemnity, etc. would auto-
          matically be reduced. If (1) your family owns a 120-acre
          farm and (2) you invite a neighbor with 60 acres of compa-
          rable land to merge his farm into an equal partnership-
          with you to be managing partner, then (3) your manage-
          rial domain will have grown to 180 acres but you will have
          permanently shrunk by 25% your family's ownership in-
142                 CARDOZO LAW REVIEW                      [Vol. 19:1

          terest in both acreage and crops. Managers who want to
          expand their domain at the expense of owners might bet-
          ter consider a career in government.)
     (c) "Our stock is undervalued and we've minimized its use in
         this deal-but we need to give the selling shareholder 51 %
         in stock and 49% in cash so that certain of those share-
         holders can get the tax-free exchange they want." (This
         argument acknowledges that it is beneficial to the acquirer
         to hold down the issuance of shares, and we like that. But
         if it hurts old owners to utilize shares on a 100% basis, it
         very likely hurts on a 51 % basis. After all, a man is not
         charmed if a spaniel defaces his lawn, just because it's a
         spaniel and not a St. Bernard. And the wishes of sellers
         can't be the determinant of the best interests of the
         buyer-what would happen if, heaven forbid, the seller in-
         sisted that as a condition of merger the CEO of the ac-
         quirer be replaced?)
     There are three ways to avoid destruction of value for old
owners when shares are issued for acquisitions. One is to have a
true business-value-for-business-value merger, such as the Berk-
shire-Blue Chip combination is intended to be. Such a merger at-
tempts to be fair to shareholders of both parties, with each
receiving just as much as it gives in terms of intrinsic business
value. The Dart Industries-Kraft and Nabisco-Standard Brands
mergers appeared to be of this type, but they are the exceptions.
It's not that acquirers wish to avoid such deals; it's just that they
are very hard to do.
     The second route presents itself when the acquirer's stock sells
at or above its intrinsic business value. In that situation, the use of
stock as currency actually may enhance the wealth of the acquiring
company's owners. Many mergers were accomplished on this basis
in the 1965-69 period. The results were the converse of most of the
activity since 1970: the shareholders of the acquired company re-
ceived very inflated currency (frequently pumped up by dubious
accounting and promotional techniques) and were the losers of
wealth through such transactions.
     During recent years the second solution has been available to
very few large companies. The exceptions have primarily been
those companies in glamorous or promotional businesses to which
the market temporarily attaches valuations at or above intrinsic
business valuation.
                                                                  143
             THE ESSAYS OF WARREN BUFFETT
1997]

     The third solution is for the acquirer to go ahead with the ac-
quisition, but then subsequently repurchase a quantity of shares
equal to the number issued in the merger. In this manner, what
originally was a stock-for-stock merger can be converted, effec-
tively, into a cash-for-stock acquisition. Repurchases of this kind
are damage-repair moves. Regular readers will correctly guess that
we much prefer repurchases that directly enhance the wealth of
owners instead of repurchases that merely repair previous damage.
Scoring touchdowns is more exhilarating than recovering one's
fumbles. But, when a fumble has occurred, recovery is important
and we heartily recommend damage-repair repurchases that turn a
bad stock deal into a fair cash deal.
     The language utilized in mergers tends to confuse the issues
and encourage irrational actions by managers. For example, "dilu-
tion" is usually carefully calculated on a pro forma basis for both
book value and current earnings per share. Particular emphasis is
given to the latter item. When that calculation is negative (dilu-
tive) from the acquiring company's standpoint, a justifying expla-
nation will be made (internally, if not elsewhere) that the lines will
cross favorably at some point in the future. (While deals often fail
in practice, they never fail in projections-if the CEO is visibly
panting over a prospective acquisition, subordinates and consul-
tants will supply the requisite projections to rationalize any price.)
Should the calculation produce numbers that are immediately posi-
tive-that is, anti-dilutive-for the acquirer, no comment is
thought to be necessary.
     The attention given this form of dilution is overdone: current
earnings per share (or even earnings per share of the next few
years) are an important variable in most business valuations, but
far from all-powerful.
     There have been plenty of mergers, non-dilutive in this limited
sense, that were instantly value-destroying for the acquirer. And
some mergers that have diluted current and near-term earnings per
share have in fact been value-enhancing. What really counts is
whether a merger is dilutive or anti-dilutive in terms of intrinsic
business value (a judgment involving consideration of many vari-
ables). We believe calculation of dilution from this viewpoint to be
all-important (and too seldom made).
      A second language problem relates to the equation of ex-
change. If Company A announces that it will issue shares to merge
with Company B, the process is customarily described as "Com-
pany A to Acquire Company B", or "B Sells to A". Clearer think-
144                                                          [Vol. 19:1
                    CARDOZO LAW REVIEW

ing about the matter would result if a more awkward but more
accurate description were used: "Part of A sold to acquire B", or
"Owners of B to receive part of A in exchange for their proper-
ties". In a trade, what you are giving is just as important as what
you are getting. This remains true even when the final tally on
what is being given is delayed. Subsequent sales of common stock
or convertible issues, either to complete the financing for a deal or
to restore balance sheet strength, must be fully counted in evaluat-
ing the fundamental mathematics of the original acquisition. (If
corporate pregnancy is going to be the consequence of corporate
mating, the time to face that fact is before the moment of ecstasy.)
      Managers and directors might sharpen their thinking by asking
themselves if they would sell 100% of their business on the same
basis they are being asked to sell part of it. And if it isn't smart to
sell all on such a basis, they should ask themselves why it is smart
to sell a portion. A cumulation of small managerial stupidities will
produce a major stupidity-not a major triumph. (Las Vegas has
been built upon the wealth transfers that occur when people en-
gage in seemingly-small disadvantageous capital transactions.)
      The "giving versus getting" factor can most easily be calcu-
lated in the case of registered investment companies. Assume In-
vestment Company X, selling at 50% of asset value, wishes to
merge with Investment Company Y. Assume, also, that Company
X therefore decides to issue shares equal in market value to 100%
of Y's asset value.
      Such a share exchange would leave X trading $2 of its previous
intrinsic value for $1 of Y's intrinsic value. Protests would
promptly come forth from both X's shareholders and the SEC,
which rules on the fairness of registered investment company
mergers. Such a transaction simply would not be allowed.
      In the case of manufacturing, service, financial companies,
etc., values are not normally as precisely calculable as in the case of
investment companies. But we have seen mergers in these indus-
tries that just as dramatically destroyed value for the owners of the
acquiring company as was the case in the hypothetical illustration
above. This destruction could not happen if management and di-
rectors would assess the fairness of any transaction by using the
same yardstick in the measurement of both businesses.
      Finally, a word should be said about the "double whammy"
effect upon owners of the acquiring company when value-diluting
stock issuances occur. Under such circumstances, the first blow is
the loss of intrinsic business value that occurs through the merger
             THE ESSAYS OF WARREN BUFFETT
1997]                                                               145

itself. The second is the downward revision in market valuation
that, quite rationally, is given to that now-diluted business value.
For current and prospective owners understandably will not pay as
much for assets lodged in the hands of a management that has a
record of wealth-destruction through unintelligent share issuances
as they will pay for assets entrusted to a management with pre-
cisely equal operating talents, but a known distaste for anti-owner
actions. Once management shows itself insensitive to the interests
of owners, shareholders will suffer a long time from the price/value
ratio afforded their stock (relative to other stocks), no matter what
assurances management gives that the value-diluting action taken
was a one-of-a-kind event.
      Those assurances are treated by the market much as one-bug-
in-the-salad explanations are treated at restaurants. Such explana-
tions, even when accompanied by a new waiter, do not eliminate a
drop in the demand (and hence market value) for salads, both on
the part of the offended customer and his neighbors pondering
what to order. Other things being equal, the highest stock market
prices relative to intrinsic business value are given to companies
whose managers have demonstrated their unwillingness to issue
shares at any time on terms unfavorable to the owners of the
business.

     [I]n contemplating business mergers and acquisitions, many
managers tend to focus on whether the transaction is immediately
dilutive or anti-dilutive to earnings per share (or, at financial insti-
tutions, to per-share book value). An emphasis of this sort carries
great dangers. . .. [I]magine that a 25-year-old first-year MBA stu-
dent is considering merging his future economic interests with
those of a 25-year-old day laborer. The MBA student, a non-
earner, would find that a "share-for-share" merger of his equity
interest in himself with that of the day laborer would enhance his
near-term earnings (in a big way!). But what could be sillier for
the student than a deal of this kind?
     In corporate transactions, it's equally silly for the would-be
purchaser to focus on current earnings when the prospective ac-
quiree has either different prospects, a different mix of operating
and non-operating assets, or a different capital structure. At Berk-
shire, we have rejected many merger and purchase opportunities
that would have boosted current and near-term earnings but that
would have reduced per-share intrinsic value. Our approach,
rather, has been to follow Wayne Gretzky's advice: "Go to where
                   CARDOZO LAW REVIEW
146                                                        [Vol. 19:1

the puck is going to be, not to where it is." As a result, our share-
holders are now many billions of dollars richer than they would
have been if we had used the standard catechism.
     The sad fact is that most major acquisitions display an egre-
gious imbalance: They are a bonanza for the shareholders of the
acquiree; they increase the income and status of the acquirer's
management; and they are a honey pot for the investment bankers
and other professionals on both sides. But, alas, they usually re-
duce the wealth of the acquirer's shareholders, often to a substan-
tial extent. That happens because the acquirer typically gives up
more intrinsic value than it receives. Do that enough, says John
Medlin, the retired head of Wachovia Corp., and "you are running
a chain letter in reverse."
     Over time, the skill with which a company's managers allocate
capital has an enormous impact on the enterprise's value. Almost
by definition, a really good business generates far more money (at
least after its early years) than it can use internally. The company
could, of course, distribute the money to shareholders by way of
dividends or share repurchases. But often the CEO asks a strategic
planning staff, consultants or investment bankers whether an ac-
quisition or two might make sense. That's like asking your interior
decorator whether you need a $50,000 rug.
     The acquisition problem is often compounded by a biological
bias: Many CEO's attain their positions in part because they pos-
sess an abundance of animal spirits and ego. If an executive is
heavily endowed with these qualities-which, it should be ac-
knowledged, sometimes have their advantages-they won't disap-
pear when he reaches the top. When such a CEO is encouraged by
his advisors to make deals, he responds much as would a teenage
boy who is encouraged by his father to have a normal sex life. It's
not a push he needs.
     Some years back, a CEO friend of mine-in jest, it must be
said-unintentionally described the pathology of many big deals.
This friend, who ran a property-casualty insurer, was explaining to
his directors why he wanted to acquire a certain life insurance com-
pany. After droning rather unpersuasively through the economics
and strategic rationale for the acquisition, he abruptly abandoned
the script. With an impish look, he simply said: "Aw, fellas, all the
other kids have one."
     At Berkshire, our managers will continue to earn extraordi-
nary returns from what appear to be ordinary businesses. As a first
step, these managers will look for ways to deploy their earnings
                  THE ESSAYS OF WARREN BUFFETT
1997]                                                             147

advantageously in their businesses. What's left, they will send to
Charlie and me. We then will try to use those funds in ways that
build per-share intrinsic value. Our goal will be to acquire either
part or all of businesses that we believe we understand, that have
good, sustainable underlying economics, and that are run by man-
agers whom we like, admire and trust.

                 Sensible Stock Repurchases Versus Greenmaip9
          B.
      The companies in which we have our largest investments have
all engaged in significant stock repurchases at times when wide dis-
crepancies existed between price and value. As shareholders, we
find this encouraging and rewarding for two important reasons-
one that is obvious, and one that is subtle and not always under-
stood. The obvious point involves basic arithmetic: major repur-
chases at prices well below per-share intrinsic business value
immediately increase, in a highly significant way, that value. When
companies purchase their own stock, they often find it easy to get
$2 of present value for $1. Corporate acquisition programs almost
never do as well and, in a discouragingly large number of cases, fail
to get anything close to $1 of value for each $1 expended.
      The other benefit of repurchases is less subject to precise mea-
surement but can be fully as important over time. By making re-
purchases when a company's market value is well below its
business value, management clearly demonstrates that it is given to
actions that enhance the wealth of shareholders, rather than to ac-
tions that expand management's domain but that do nothing for
(or even harm) shareholders. Seeing this, shareholders and poten-
tial shareholders increase their estimates of future returns from the
business. This upward revision, in turn, produces market prices
more in line with intrinsic business value. These prices are entirely
rational. Investors should pay more for a business that is lodged in
the hands of a manager with demonstrated pro-shareholder lean-
ings than for one in the hands of a self-interested manager march-
ing to a different drummer. (To make the point extreme, how
much would you pay to be a minority shareholder of a company
controlled by Robert Vesco?)
      The key word is "demonstrated". A manager who consistently
turns his back on repurchases, when these clearly are in the inter-
ests of owners, reveals more than he knows of his motivations. No
matter how often or how eloquently he mouths some public rela-

       [Divided by hash lines: 1984; 1984.]
  39
                       CARDOZO LAW REVIEW                               [Vol. 19:1
148

tions-inspired phrase such as "maximizing shareholder wealth"
(this season's favorite), the market correctly discounts assets
lodged with him. His heart is not listening to his mouth-and, after
a while, neither will the market.

     (Our endorsement of repurchases is limited to those dictated
by price/value relationships and does not extend to the "green-
mail" repurchase-a practice we find odious and repugnant. In
these transactions, two parties achieve their personal ends by ex-
ploitation of an innocent and unconsulted third party. The players
are: (1) the "shareholder" extortionist who, even before the ink on
his stock certificate dries, delivers his "your-money-or-your-life"
message to managers; (2) the corporate insiders who quickly seek
peace at any price-as long as the price is paid by someone else;
and (3) the shareholders whose money is used by (2) to make (1)
go away. As the dust settles, the mugging, transient shareholder
gives his speech on "free enterprise", the muggee management
gives its speech on "the best interests of the company", and the
innocent shareholder standing by mutely funds the payoff.)

                               Leveraged Buyouts40
                          C.
      If successful corporate business acquisition is so hard, how
does one explain the widespread recent success of most of the
leveraged-buy-out ("LBO") operators who have purchased corpo-
rations? A huge part of the answer comes from income-tax effects
and other simple effects. When, in a typical LBO, the typical
mostly equity corporate capitalization was replaced by 90% debt
plus a new lO%-of-capitalization common stock position:
     (1) the combined market value of all the new common stock
         plus all the new debt became much higher than the previ-
         ous market value of all the older common stock, because
         the existing stream of pre-tax earnings was no longer
         shared with corporate income tax collectors who, in many
         cases, had previously received more cash each year than
         shareholders; and
     (2) even after the value-enhancing effect of the corporate tax
         reduction was shared with former shareholders by paying
         them extra-high prices to leave, a retained residue of
         value-enhancing tax effect made the new common stock

  40 [1989 Wesco Financial Corporation Letter to Shareholders, by Charles T. Munger.
Reprinted with permission.]
             THE ESSAYS OF WARREN BUFFETT                          149
1997]

          (which now became much like a speculative warrant with
          good terms) worth considerably more than cost as the ink
          dried on acquisition papers; and
     (3) the new "owners" then resorted to strategies, difficult
          neither to conceive nor implement, including the
          following:
          (a) they eliminated many of the easily removable costs
               (largely personnel costs) and sub-par segments which
               in some mix (i) bedevil successful corporations (in-
               cluding ours) with sloth and folly and (ii) create their
               humane grace and, through present sacrifice, good
               long-term prospects, justifying sacrifice endured; and
          (b) they sold off a few operations at super-high prices,
               sometimes exercising the easiest microeconomic in-
               sight by selling to a direct competitor and sometimes
               selling to a surprisingly easy-to-find non-competitive
               corporate buyer, not owned by its managers, willing to
               pay almost as high a price as a competitor would; and
     (4) the new "owners" then profited, in due course, not only
          from the tax effect and other simple reshuffling activities
          described above, but also from the wonderful upside ef-
          fects of extreme financial leverage during a long business
          boom accompanied by a rising stock market.
     Whether the country wants a large number (or even any) of its
large corporations to have extremely leveraged capitalizations, ex-
cept through occasional adversity, presents interesting social ques-
tions. Is one social function of corporations to be financially strong
so that they act as shock absorbers, protecting dependent employ-
ees, suppliers and customers from part of the volatility implicit in
capitalism? Was Ben Franklin right when he included the follow-
ing folk wisdom in Poor Richard's Almanac: "It is hard for an
empty sack to stand upright." Is a weak corporation, borrowed to
the hilt, the social equivalent of a bridge with an inadequate re-
serve of structural strength? Granting that leveraged buyouts
have some favorable effects (as well as unfavorable effects) on long
term efficiency, how many thousands of able people do we wish to
attract into promotional corporate recapitalization activity which
(1) reduces corporate income taxes, (2) often tests the limits of an-
titrust law, and (3) focuses business attention on short-term cash
generation to pay down oppressive levels of debt? Finally, as Co-
lumbia Law School's Professor Lou Lowenstein puts it (more or
                   CARDOZO LAW REVIEW
150                                                         [Vol. 19:1

less): "Do we really want entire corporate businesses, as important
social institutions, continuously traded like pork belly contracts?"
      However the social questions are answered, three aspects of
the present situation are clear. First, the corporate tax effect is so
large in LBO transactions that easy success in such transactions
does not imply that success is easy in ordinary corporate acquisi-
tions. Second, the hordes of leveraged-buy-out operators now with
us raise the general level of acquisition prices to the detriment of
other would-be acquirers, including Wesco, which are not willing to
maximize tax benefits through maximized borrowing. And, third,
the LBO operator will not go away so long as present permissive
laws last. The operators have a real advantage under such laws,
not just a fig leaf aiding promotion. Even though failure and dis-
grace will reduce their number, and prices paid in leveraged-buy-
out transactions will fall, the capitalized value of reducing the cor-
porate income tax will remain. Therefore, plenty of rational incen-
tive will remain for transactions. The LBO genie will encounter
reverses, but he is not going back in the bottle unless ordered to do
so by new laws.
      It should also be noted that the LBO operators' incentives to
bid high do not end with real advantages derived from tax law and
willingness to reshuffle businesses with much speed and few
scruples. Additional incentives for high bids come from typical
structures in which general partners of LBO partnerships risk little
of their own money (often less than none after fees are taken into
account), yet share significantly in gains. Such arrangements are
similar to the system of the race track tout. And who has ever seen
a tout who didn't want his backer to make a lot of bets?
      To Wesco, as a non-LBO operator, the good-corporate-acqui-
sition game was always tough. And that game in each recent year
has become more like fishing for muskies at Leech Lake, in Minne-
sota, where the writer's earliest business partner, Ed Hoskins, had
the following conversation with his Indian guide:
      "Are any muskies caught in this lake?"
      "More muskies are caught in this lake than in any other lake
      in Minnesota. This lake is famous for muskies."
      "How long have you been fishing here?"
      "19 years."
      "And how many muskies have you caught?"
      "None."
      When a management has our point of view, infrequency of
business acquisition may safely be predicted. Whether this hap-
                                                                                      151
1997]           THE ESSAYS OF WARREN BUFFETT

pens, as we like to believe, because the game is hard for almost
everyone, or merely because the game is hard for us, the result for
Wesco shareholders is the same: less worthwhile activity than we
all would like. But there may be one consolation: A series of big,
incorrectable acquisition troubles, with no meaningful salvage, is
seldom caused by people who think the acquisition game is like
fishing for muskies at Leech Lake.

                             Sound Acquisition Policies41
                      D.
       It may seem strange that we exult over a year in which we
made three acquisitions, given that we have regularly used these
pages to question the acquisition activities of most managers. Rest
assured, Charlie and I haven't lost our skepticism: We believe most
deals do damage to the shareholders of the acquiring company.
Too often, the words from HMS Pinafore apply: "Things are sel-
dom what they seem, skim milk masquerades as cream." Specifi-
cally, sellers and their representatives invariably present financial
projections having more entertainment value than educational
value. In the production of rosy scenarios, Wall Street can hold its
own against Washington.
     In any case, why potential buyers even look at projections pre-
pared by sellers baffles me. Charlie and I never give them a glance,
but instead keep in mind the story of the man with an ailing horse.
Visiting the vet, he said: "Can you help me? Sometimes my horse
walks just fine and sometimes he limps." The vet's reply was
pointed: "No problem-when he's walking fine, sell him." In the
world of mergers and acquisitions, that horse would be peddled as
Secretariat.
     At Berkshire, we have all the difficulties in perceiving the fu-
ture that other acquisition-minded companies do. Like they [sic]
also, we face the inherent problem that the seller of a business
practically always knows far more about it than the buyer and also
picks the time of sale-a time when the business is likely to be
walking "just fine."
     Even so, we do have a few advantages, perhaps the greatest
being that we don't have a strategic plan. Thus we feel no need to
proceed in an ordained direction (a course leading almost invaria-
bly to silly purchase prices) but can instead simply decide what
makes sense for our owners. In doing that, we always mentally

     [Divided by hash lines: 1995; 1991 (the latter with similar versions beginning in 1982
  41
and continuting thereafter).]
                     CARDOZO LAW REVIEW
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compare any move we are contemplating with dozens of other op-
portunities open to us, including the purchase of small pieces of the
best businesses in the world via the stock market. Our practice of
making this comparison-acquisitions against passive invest-
ments-is a discipline that managers focused simply on expansion
seldom use.
       Talking to Time Magazine a few years back, Peter Drucker got
to the heart of things: "I will tell you a secret: Dealmaking beats
working. Dealmaking is exciting and fun, and working is grubby.
Running anything is primarily an enormous amount of grubby de-
tail work ... dealmaking is romantic, sexy. That's why you have
deals that make no sense."
       In making acquisitions, we have a further advantage: As pay-
ment, we can offer sellers a stock backed by an extraordinary col-
lection of outstanding businesses. An individual or a family
wishing to dispose of a single fine business, but also wishing to de-
fer personal taxes indefinitely, is apt to find Berkshire stock a par-
ticularly comfortable holding. I believe, in fact, that this calculus
played an important part in the two acquisitions for which we paid
shares in 1995.
       Beyond that, sellers sometimes care about placing their com-
panies in a corporate home that will both endure and provide
pleasant, productive working conditions for their managers. Here
again, Berkshire offers something special. Our managers operate
with extraordinary autonomy. Additionally, our ownership struc-
ture enables sellers to know that when I say we are buying to keep,
the promise means something. For our part, we like dealing with
owners who care what happens to their companies and people. A
buyer is likely to find fewer unpleasant surprises dealing with that
type of seller than with one simply auctioning off his business.
       In addition to the foregoing being an explanation of our acqui-
sition style, it is, of course, a not-so-subtle sales pitch. If you own
or represent a business earning $25 million or more before tax, and
it fits the criteria [set forth below], just give me a call. Our discus-
sion will be confidential. And if you aren't interested now, file our
proposition in the back of your mind: We are never going to lose
our appetite for buying companies with good economics and excel-
lent management.
       Concluding this little dissertation on acquisitions, I can't resist
repeating a tale told me last year by a corporate executive. The
business he grew up in was a fine one, with a long-time record of
leadership in its industry. Its main product, however, was distress-
             THE ESSAYS OF WARREN BUFFETT                         153
1997]

ingly glamorless. So several decades ago, the company hired a
management consultant who-naturally-advised diversification,
the then-current fad. ("Focus" was not yet in style.) Before long,
the company acquired a number of businesses, each after the con-
sulting firm had gone through a long-and expensive-acquisition
study. And the outcome? Said the executive sadly, "When we
started, we were getting 100% of our earnings from the original
business. After ten years, we were getting 150%."

     It's discouraging to note that though we have on four occa-
sions made major purchases of companies whose sellers were rep-
resented by prominent investment banks, we were in only one of
these instances contacted by the investment bank. In the other
three cases, I myself or a friend initiated the transaction at some
point after the investment bank had solicited its own list of pros-
pects. We would love to see an intermediary earn its fee by think-
ing of us-and therefore repeat here what we're looking for:
     (1) Large purchases (at least $10 million of after-tax
          earnings),
     (2) Demonstrated consistent earning power (future projec-
          tions are of little interest to us, nor are "turnaround"
          situations),
     (3) Businesses earning good returns on equity while employ-
          ing little or no debt,
     (4) Management in place (we can't supply it),
     (5) Simple businesses (if there's lots of technology, we won't
          understand it),
     (6) An offering price (we don't want to waste our time or that
          of the seller by talking, even preliminarily, about a trans-
          action when price is unknown).
     We will not engage in unfriendly takeovers. We can promise
complete confidentiality and a very fast answer-customarily
within five minutes-as to whether we're interested. (With [H.H.]
Brown, we didn't even need to take five.) We prefer to buy for
cash, but will consider issuing stock when we receive as much in
intrinsic business value as we give.
     Our favorite form of purchase is one [in which] the company's
owner-managers wish to generate significant amounts of cash,
sometimes for themselves, but often for their families or inactive
shareholders. At the same time, these managers wish to remain
significant owners who continue to run their companies just as they
have in the past. We think we offer a particularly good fit for own-
                        CARDOZO LAW REVIEW
154                                                                       [Vol. 19:1

ers with such objectives, and we invite potential sellers to check us
out by contacting people with whom we have done business in the
past.
      Charlie and I frequently get approached about acquisitions
that don't come close to meeting our tests: We've found that if you
advertise an interest in buying collies, a lot of people will call hop-
ing to sell you their cocker spaniels. A line from a country song
expresses our feeling about new ventures, turnarounds, or auction-
like sales: "When the phone don't ring, you'll know it's me."42
      Besides being interested in the purchase of businesses as de-
scribed above, we are also interested in the negotiated purchase of
large, but not controlling, blocks of stock comparable to those we
hold in Capital Cities, Salomon, Gillette, USAir, Champion, and
American Express. We are not interested, however, in receiving
suggestions about purchases we might make in the general
stockmarket.

                            On Selling One's Business43
                      E.
     Most business owners spend the better part of their lifetimes
building their businesses. By experience built upon endless repeti-
tion, they sharpen their skills in merchandising, purchasing, person-
nel selection, etc. It's a learning process, and mistakes made in one
year often contribute to competence and success in succeeding
years.
     In contrast, owner-managers sell their business only once-
frequently in an emotionally-charged atmosphere with a multitude
of pressures coming from different directions. Often, much of the
pressure comes from brokers whose compensation is contingent
upon consummation of a sale, regardless of its consequences for
both buyer and seller. The fact that the decision is so important,
both financially and personally, to the owner can make the process
more, rather than less, prone to error. And, mistakes made in the
once-in-a-lifetime sale of a business are not reversible.
     Price is very important, but often is not the most critical aspect
of the sale. You and your family have an extraordinary business-
one of a kind in your field-and any buyer is going to recognize
that. It's also a business that is going to get more valuable as the
years go by. So if you decide not to sell now, you are very likely to

   42 [In 1988 and 1989, the last sentence read: "Our interest in new ventures, turn-
arounds, or auction-like sales can best be expressed by the Goldwynism: 'Please include
me out."']
   43 [1990 Appendix B-form of letter sent to potential sellers of businesses.]
                                                                     155
             THE ESSAYS OF WARREN BUFFETT
1997]

realize more money later on. With that knowledge you can deal
from strength and take the time required to select the buyer you
want.
      If you should decide to sell, I think Berkshire Hathaway offers
some advantages that most other buyers do not. Practically all of
these buyers will fall into one of two categories:
      (1) A company located elsewhere but operating in your busi-
ness or in a business somewhat akin to yours. Such a buyer-no
matter what promises are made-will usually have managers who
feel they know how to run your business operations and, sooner or
later, will want to apply some hands-on "help." If the acquiring
company is much larger, it often will have squads of managers, re-
cruited over the years in part by promises that they will get to run
future acquisitions. They will have their own way of doing things
and, even though your business record undoubtedly will be far bet-
ter than theirs, human nature will at some point cause them to be-
lieve that their methods of operating are superior. You and your
family probably have friends who have sold their businesses to
larger companies, and I suspect that their experiences will confirm
the tendency of parent companies to take over the running of their
subsidiaries, particularly when the parent knows the industry, or
thinks it does.
      (2) A financial maneuverer, invariably operating with large
amounts of borrowed money, who plans to resell either to the pub-
lic or to another corporation as soon as the time is favorable. Fre-
quently, this buyer's major contribution will be to change
accounting methods so that earnings can be presented in the most
favorable light just prior to his bailing out. . .. [T]his sort of trans-
action . . . is becoming much more frequent because of a rising
stock market and the great supply of funds available for such
transactions.
      If the sole motive of the present owners is to cash their chips
and put the business behind them-and plenty of sellers fall in this
category-either type of buyer that I've just described is satisfac-
tory. But if the sellers' business represents the creative work of a
lifetime and forms an integral part of their personality and sense of
being, buyers of either type have serious flaws.
      Berkshire is another kind of buyer-a rather unusual one. We
buy to keep, but we don't have, and don't expect to have, operating
people in our parent organization. All of the businesses we own
are run autonomously to an extraordinary degree. In most cases,
the managers of important businesses we have owned for many
                   CARDOZO LAW REVIEW
156                                                        [Vol. 19:1

years have not been to Omaha or even met each other. When we
buy a business, the sellers go on running it just as they did before
the sale; we adapt to their methods rather than vice versa.
     We have no one-family, recently recruited MBAs, etc.-to
whom we have promised a chance to run businesses we have
bought from owner-managers. And we won't have.
     You know of some of our past purchases. I'm enclosing a list
of everyone from whom we have ever bought a business, and I in-
vite you to check with them as to our performance versus our
promises. You should be particularly interested in checking with
the few whose businesses did not do well in order to ascertain how
we behaved under difficult conditions.
     Any buyer will tell you that he needs you personally-and if
he has any brains, he most certainly does need you. But a great
many buyers, for the reasons mentioned above, don't match their
subsequent actions to their earlier words. We will behave exactly
as promised, both because we have so promised, and because we
need to in order to achieve the best business results.
     This need explains why we would want the operating members
of your family to retain a 20% interest in the business. We need
80% to consolidate earnings for tax purposes, which is a step im-
portant to us. It is equally important to us that the family members
who run the business remain as owners. Very simply, we would not
want to buy unless we felt key members of present management
would stay on as our partners. Contracts cannot guarantee your
continued interest; we would simply rely on your word.
     The areas I get involved in are capital allocation and selection
and compensation of the top man. Other personnel decisions, op-
erating strategies, etc. are his bailiwick. Some Berkshire managers
talk over some of their decisions with me; some don't. It depends
upon their personalities and, to an extent, upon their own personal
relationship with me.
     If you should decide to do business with Berkshire, we would
pay in cash. Your business would not be used as collateral for any
loan by Berkshire. There would be no brokers involved.
     Furthermore, there would be no chance that a deal would be
announced and that the buyer would then back off or start sug-
gesting adjustments (with apologies, of course, and with an expla-
nation that banks, lawyers, boards of directors, etc. were to be
blamed). And finally, you would know exactly with whom you are
dealing. You would not have one executive negotiate the deal only
to have someone else in charge a few years later, or have the presi-
             THE ESSAYS OF WARREN BUFFETT
1997]                                                             157

dent regretfully tell you that his board of directors required this
change or that (or possibly required sale of your business to fi-
nance some new interest of the parent's).
     It's only fair to tell you that you would be no richer after the
sale than now. The ownership of your business already makes you
wealthy and soundly invested. A sale would change the form of
your wealth, but it wouldn't change its amount. If you sell, you will
have exchanged a 100%-owned valuable asset that you understand
for another valuable asset-cash-that will probably be invested in
small pieces (stocks) of other businesses that you understand less
well. There is often a sound reason to sell but, if the transaction is
a fair one, the reason is not so that the seller can become wealthier.
     I will not pester you; if you have any possible interest in sell-
ing, I would appreciate your call. I would be extraordinarily proud
to have Berkshire, along with the key members of your family, own
____; I believe we would do very well financially; and I believe
you would have just as much fun running the business over the
next 20 years as you have had during the past 20.
                                     Sincerely,

                                  /s/ Warren E. Buffett
                   V.    ACCOUNTING AND TAXATION

     To those of you who are uninterested in accounting, I apolo-
gize for this dissertation. I realize that many of you do not pore
over our figures, but instead hold Berkshire primarily because you
know that: (1) Charlie and I have the bulk of our money in Berk-
shire; (2) we intend to run things so that your gains or losses are in
direct proportion to ours; (3) the record has so far been satisfac-
tory. There is nothing necessarily wrong with this kind of "faith"
approach to investing. Other shareholders, however, prefer an
"analysis" approach and we want to supply the information they
need. In our own investing, we search for situations in which both
approaches give us the same answer. 44

                    A Satire on Accounting Shenanigans 45
              A.
 u.S. STEEL ANNOUNCES SWEEPING MODERNIZATION
                   SCHEME*
     Myron C. Taylor, Chairman of U.S. Steel Corporation, today
announced the long awaited plan for completely modernizing the
world's largest industrial enterprise. Contrary to expectations, no
changes will be made in the company's manufacturing or selling
policies. Instead, the bookkeeping system is to be entirely re-
vamped. By adopting and further improving a number of modern
accounting and financial devices the corporation's earning power
will be amazingly transformed. Even under the subnormal condi-
tions of 1935, it is estimated that the new bookkeeping methods
would have yielded a reported profit of close to $50 per share on
the common stock. The scheme of improvement is the result of a
comprehensive survey made by Messrs. Price, Bacon, Guthrie &
Colpitts; it includes the following six points:
     1. Writing down of Plant Account to Minus $1,000,000,000.
     2. Par Value of Common Stock to be reduced to 1¢.
     3. Payment of all wages and salaries in option warrants.
     4. Inventories to be carried at $1.
     5. Preferred Stock to be replaced by non-interest bearing
         bonds redeemable at 50% discount.
     6. A $1,000,000,000 Contingency Reserve to be established.

     [Introductory paragraph, 1988.]
  44
     [1990 Appendix A.]
  45
  * An unpublished satire by Ben Graham, written in 1936 and given by the author to
Warren Buffett in 1954.

                                       159
                    CARDOZO LAW REVIEW
160                                                        [Vol. 19:1

     The official statement of this extraordinary Modernization
Plan follows in full:
     The Board of Directors of U.S. Steel Corporation is pleased to
announce that after intensive study of the problems arising from
changed conditions in the industry, it has approved a comprehen-
sive plan for remodeling the Corporation's accounting methods. A
survey by a Special Committee, aided and abetted by Messrs. Price,
Bacon, Guthrie & Colpitts, revealed that our company has lagged
somewhat behind other American business enterprises in utilizing
certain advanced bookkeeping methods, by means of which the
earning power may be phenomenally enhanced without requiring
any cash outlay or any changes in operating or sales conditions. It
has been decided not only to adopt these newer methods, but to
develop them to a still higher stage of perfection. The changes
adopted by the Board may be summarized under six heads, as
follows:
      Fixed Assets to be written down to Minus $1,000,000,000.
1.
     Many representative companies have relieved their income ac-
counts of all charges for depreciation by writing down their plant
account to $1. The Special Committee points out that if their
plants are worth only $1, the fixed assets of U.S. Steel Corporation
are worth a good deal less than that sum. It is now a well-recog-
nized fact that many plants are in reality a liability rather than an
asset, entailing not only depreciation charges, but taxes, mainte-
nance, and other expenditures. Accordingly, the Board has de-
cided to extend the write-down policy initiated in the 1935 report,
and to mark down the Fixed Assets from $1,338,522,858.96 to a
round Minus $1,000,000,000.
     The advantages of this move should be evident. As the plant
wears out, the liability becomes correspondingly reduced. Hence,
instead of the present depreciation charge of some $47,000,000
yearly there will be an annual appreciation credit of 5%, or
$50,000,000. This will increase earnings by no less than $97,000,000
per annum.
2.    Reduction of Par Value of Common Stock to 1¢, and
3.    Payment of Salaries and Wages in Option Warrants.
     Many corporations have been able to reduce their overhead
expenses substantially by paying a large part of their executive sal-
aries in the form of options to buy stock, which carry no charge
against earnings. The full possibilities of this modem device have
                                                                 161
             THE ESSAYS OF WARREN BUFFETT
1997]

apparently not been adequately realized. The Board of Directors
have adopted the following advanced form of this idea:
    The entire personnel of the Corporation are to receive their
compensation in the form of rights to buy common stock at $50 per
share, at the rate of one purchase right for each $50 of salary and!
or wages in their present amounts. The par value of the common
stock is to be reduced to 1¢.
    The almost incredible advantages of this new plan are evident
from the following:
     A. The payroll of the Corporation will be entirely elimi-
nated, a saving of $250,000,000 per annum, based on 1935
operations.
     B. At the same time, the effective compensation of all our
employees will be increased severalfold. Because of the large earn-
ings per share to be shown on our common stock under the new
methods, it is certain that the shares will command a price in the
market far above the option level of $50 per share, making the
readily realizable value of these option warrants greatly in excess
of the present cash wages that they will replace.
     C. The Corporation will realize an additional large annual
profit through the exercise of these warrants. Since the par value
of the common stock will be fixed at 1¢, there will be a gain of
$49.99 on each share subscribed for. In the interest of conservative
accounting, however, this profit will not be included in the income
account, but will be shown separately as a credit to Capital Surplus.
     D. The Corporation's cash position will be enormously
strengthened. In place of the present annual cash outgo of
$250,000,000 for wages (1935 basis), there will be annual cash in-
flow of $250,000,000 through exercise of the subscription warrants
for 5,000,000 shares of common stock. The Company's large earn-
ings and strong cash position will permit the payment of a liberal
dividend which, in turn, will result in the exercise of these option
warrants immediately after issuance which, in turn, will further im-
prove the cash position which, in turn, will permit a higher divi-
dend rate-and so on, indefinitely.
4.   Inventories to be carried at $1.
     Serious losses have been taken during the depression due to
the necessity of adjusting inventory value to market. Various en-
terprises-notably in the metal and cotton-textile fields-have suc-
cessfully dealt with this problem by carrying all or part of their
inventories at extremely low unit prices. The U.S. Steel Corpora-
                    CARDOZO LAW REVIEW
162                                                          [Vol. 19:1

tion has decided to adopt a still more progressive policy~ and to
carry its entire inventory at $1. This will be effected by an appro-
priate write-down at the end of each year, the amount of ,said
write-down to be charged to the Contingency Reserve hereinafter
referred to.
     The benefits to be derived from this new method are very
great. Not only will it obviate all possibility of inventory deprecia-
tion, but it will substantially enhance the annual earnings of the
Corporation. The inventory on hand at the beginning of the year,
valued at $1, will be sold during the year at an excellent profit. It is
estimated that our income will be increased by means of this
method to the extent of at least $150,000,000 per annum which, by
a coincidence, will about equal the amount of the write-down to be
made each year against Contingency Reserve.
     A minority report of the Special Committee recommends that
Accounts Receivable and Cash also be written down to $1, in the
interest of consistency and to gain additional advantages similar to
those just discussed. This proposal has been rejected for the time
being because our auditors still require that any recoveries of re-
ceivables and cash so charged off be credited to surplus instead of
to the year's income. It is expected, however, that this auditing
rule-which is rather reminiscent of the horse-and-buggy days-
will soon be changed in line with modern tendencies. Should this
occur, the minority report will be given further and favorable
consideration.
5. Replacement of Preferred Stock by Non-Interest Bearing
Bonds Redeemable at 50% Discount.
     During the recent depression many companies have been able
to offset their operating losses by including in income profits aris-
ing from repurchases of their own bonds at a substantial discount
from par. Unfortunately the credit of U.S. Steel Corporation has
always stood so high that this lucrative source of revenue has not
hitherto been available to it. The Modernization Scheme will rem-
edy this condition.
     It is proposed that each share of preferred stock be exchanged
for $300 face value of non-interest-bearing sinking-fund notes, re-
deemable by lot at 50% of face value in 10 equal annual install-
ments. This will require the issuance of $1,080,000,000 of new
notes, of which $108,000,000 will be retired each year at a cost to
the Corporation of only $54,000,000, thus creating an annual profit
of the same amount.
1997]        THE ESSAYS OF WARREN BUFFETT                         163

    , Like the wage-and/or-salary plan described under 3. above,
this' arrangement will benefit both the Corporation and its pre-
ferred stockholders. The latter are assured payment for their pres-
ent shares at 150% of par value over an average period of five
years. Since short-term securities yield practically no return at
present, the non-interest-bearing feature is of no real importance.
The Corporation will convert its present annual charge of
$25,000,000 for preferred dividends into an annual bond-retirement
profit of $54,000,000-an aggregate yearly gain of $79,000,000.
6. Establishment of a Contingency Reserve of $1,000,000,000.
     The Directors are confident that the improvements hereinbe-
fore described will assure the Corporation of a satisfactory earning
power under all conditions in the future. Under modem account-
ing methods, however, it is unnecessary to incur the slightest risk of
loss through adverse business developments of any sort, since all
these may be provided for in advance by means of a Contingency
Reserve.
     The Special Committee has recommended that the Corpora-
tion create such a Contingency Reserve in the fairly substantial
amount of $1,000,000,000. As previously set forth, the annual
write-down of inventory of $1 will be absorbed by this reserve. To
prevent eventual exhaustion of the Contingency Reserve, it has
been further decided that it be replenished each year by transfer of
an appropriate sum from Capital Surplus. Since the latter is ex-
pected to increase each year by not less than $250,000,000 through
the exercise of the Stock Option Warrants (see 3. above), it will
readily make good any drains on the Contingency Reserve.
     In setting up this arrangement, the Board of Directors must
confess regretfully that they have been unable to improve upon the
devices already employed by important corporations in transfer-
ring large sums between Capital, Capital Surplus, Contingency
Reserves and other Balance Sheet Accounts. In fact, it must be
admitted that our entries will be somewhat too simple, and will
lack that element of extreme mystification that characterizes the
most advanced procedure in this field. The Board of Directors,
however, have insisted upon clarity and simplicity in framing their
Modernization Plan, even at the sacrifice of possible advantage to
the Corporation's earning power.
     In order to show the combined effect for the new proposals
upon the Corporation's earning power, we submit herewith a con-
densed Income Account for 1935 on two bases, viz:
                                    CARDOZO LAW REVIEW
164                                                                                                 [Vol. 19:1
                                                                                                B. Pro-Forma
                                                                                               Giving Effect to
                                                                                              Changes Proposed
                                                                        A. As Reported            Herewith
Gross Receipts from all Sources
                                                                            $765,000,000
(Including Inter Company)                                          .                              $765,000,000
                                                                             251,000,000
Salaries and Wages                                                 .
                                                                             461,000,000           311,000,000
Other Operating Expenses and Taxes                                 .
                                                                              47,000,000           (50,000,000)
DepreciatIon                                                       .
                                                                               5,000,000             5,000,000
Interest                                                            .
                                                                                                   (54,000,000)
Discount on Bonds Retired                                          .
                                                                                25,000,000
Preferred Dividends                                                 .
                                                                               (24,000,000)        553,000,000
Balance for Common                                                  .
                                                                                                    11,203,252
                                                                                 8,703,252
Average Shares Outstanding                                          .
                                                                                  ($2.76)            $49.80
Earned Per Share                                                    .

    In accordance with a somewhat antiquated custom there is ap-
pended herewith a condensed pro-forma Balance Sheet of the U.S.
Steel Corporation as of December 31, 1935, after giving effect to
proposed changes in asset and liability accounts.

                                                        ASSETS
Fixed Assets, net                                                                      .      ($1,000,000,000)
Cash Assets                                                                            .          142,000,000
Receivables                                                                            .           56,000,000
Inventory                                                                              .                    1
Miscellaneous Assets                                                                   .           27,000,000
    Total                                                                              .        ($774,999,999)

                                                  LIABILITIES
Common Stock Par 1¢
     (Par Value $87,032.52)
     Stated Value* .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               ($3,500,000,000)
Subsidiaries' Bonds and Stocks                                                                    113,000,000
New Sinking Fund Notes........................                                                  1,080,000,000
Current Liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                   69,000,000
Contingency Reserve. . . . . . . . . . . . . . . . . . . . . . . . . . . .                      1,000,000,000
Other Reserves. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                  74,000,000
Initial Surplus                                                                                   389,000,001
     Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       ($774,999,999)
*Given a Stated Value differing from Par Value, in accordance with the laws of the State of
Virginia, where the company will be re-incorporated.

    It is perhaps unnecessary to point out to our stockholders that
modern accounting methods give rise to balance sheets differing
somewhat in appearance from those of a less advanced period. In
view of the very large earning power that will result from these
                                                                   165
                 THE ESSAYS OF WARREN BUFFETT
1997]

changes in the Corporation's Balance Sheet, it is not expected that
undue attention will be paid to the details of assets and liabilities.
      In conclusion, the Board desires to point out that the com-
bined procedure, whereby plant will be carried at a minus figure,
our wage bill will be eliminated, and inventory will stand on our
books at virtually nothing, will give U.S. Steel Corporation an
enormous competitive advantage in the industry. We shall be able
to sell our products at exceedingly low prices and still show a hand-
some margin of profit. It is the considered view of the Board of
Directors that under the Modernization Scheme we shall be able to
undersell all competitors to such a point that the anti-trust laws will
constitute the only barrier to 100% domination of the industry.
      In making this statement, the Board is not unmindful of the
possibility that some of our competitors may seek to offset our new
advantages by adopting similar accounting improvements. We are
confident, however, that U.S. Steel will be able to retain the loyalty
of its customers, old and new, through the unique prestige that will
accrue to it as the originator and pioneer in these new fields of
service to the user of steel. Should necessity arise, moreover, we
believe we shall be able to maintain our deserved superiority by
introducing still more advanced bookkeeping methods, which are
even now under development in our Experimental Accounting
Laboratory.

                               Look-Through Earnings46
                         B.

     When one company owns part of another company, appropri-
ate accounting procedures pertaining to that ownership interest
must be selected from one of three major categories. The percent-
age of voting stock that is owned, in large part, determines which
category of accounting principles should be utilized.
     Generally accepted accounting principles require (subject to
exceptions, naturally . . . ) full consolidation of sales, expenses,
taxes, and earnings of business holdings more than 50% owned.
Blue Chip Stamps, 60% owned by Berkshire Hathaway Inc., falls
into this category. Therefore, all Blue Chip income and expense
items are included in full in Berkshire's Consolidated Statement of
Earnings, with the 40% ownership interest of others in Blue Chip's
net earnings reflected in the Statement as a deduction for "minor-
ity interest".

       [Divided by hash lines: 1980; 1990; 1982; 1991, 1979.]
  46
166                 CARDOZO LAW REVIEW                      [Vol. 19:1

      Full inclusion of underlying earnings from another class of
holdings, companies owned 20% to 50% (usually called "inves-
tees"), also normally occurs. Earnings from such companies-.for
example, Wesco Financial, controlled by Berkshire but only 48%
owned-are included via a one-line entry in the owner's Statement
of Earnings. Unlike the over-50% category, all items of revenue
and expense are omitted; just the proportional share of net income
is included. Thus, if Corporation A owns one-third of Corporation
B, one-third of B's earnings, whether or not distributed by B, will
end up in A's earnings. There are some modifications, both in this
and the over-50% category, for intercorporate taxes and purchase
price adjustments, the explanation of which we will save for a later
day. (We know you can hardly wait.)
     Finally come holdings representing less than 20% ownership
of another corporation's voting securities. In these cases, account-
ing rules dictate that the owning companies include in their earn-
ings only dividends received from such holdings. Undistributed
earnings are ignored. Thus, should we own 10% of Corporation X
with earnings of $10 million in 1980, we would report in our earn-
ings (ignoring relatively minor taxes on intercorporate dividends)
either (a) $1 million if X declared the full $10 million in dividends;
(b) $500,000 if X paid out 50%, or $5 million, in dividends; or (c)
zero if X reinvested all earnings.
      We impose this short-and over-simplified-course in ac-
counting upon you because Berkshire's concentration of resources
in the insurance field produces a corresponding concentration of its
assets in companies in that third (less than 20% owned) category.
Many of these companies payout relatively small proportions of
their earnings in dividends. This means that only a small propor-
tion of their current earning power is recorded in our own current
operating earnings. But, while our reported operating earnings re-
flect only the dividends received from such companies, our eco-
nomic well-being is determined by their earnings, not their
dividends.
     Our holdings in this third category of companies have in-
creased dramatically in recent years as our insurance business has
prospered and as securities markets have presented particularly at-
tractive opportunities in the common stock area. The large in-
crease in such holdings, plus the growth of earnings experienced by
those partially-owned companies, has produced an unusual result;
the part of "our" earnings that these companies retained last year
(the part not paid to us in dividends) exceeded the total reported
             THE ESSAYS OF WARREN BUFFETT
1997]                                                               167

annual operating earnings of Berkshire Hathaway. Thus, conven-
tional accounting only allows less than half of our earnings "ice-
berg" to appear above the surface, in plain view. Within the
corporate world such a result is quite rare; in our case it is likely to
be recurring.
      Our own analysis of earnings reality differs somewhat from
generally accepted accounting principles, particularly when those
principles must be applied in a world of high and uncertain rates of
inflation. (But it's much easier to criticize than to improve such
accounting rules. The inherent problems are monumental.) We
have owned 100% of businesses whose reported earnings were not
worth close to 100 cents on the dollar to us even though, in an
accounting sense, we totally controlled their disposition. (The
"control" was theoretical. Unless we reinvested all earnings, mas-
sive deterioration in the value of assets already in place would oc-
cur. But those reinvested earnings had no prospect of earning
anything close to a market return on capital.) We have also owned
small fractions of businesses with extraordinary reinvestment pos-
sibilities whose retained earnings had an economic value to us far
in excess of 100 cents on the dollar.
      The value to Berkshire Hathaway of retained earnings is not
determined by whether we own 100%, 50%, 20% or 1 % of the busi-
nesses in which they reside. Rather, the value of those retained earn-
ings is determined by the use to which they are put and the
subsequent level of earnings produced by that usage. This is true
whether we determine the usage, or whether managers we did not
hire-but did elect to join-determine that usage. (It's the act that
counts, not the actors.) And the value is in no way affected by the
inclusion or non-inclusion of those retained earnings in our own
reported operating earnings. If a tree grows in a forest partially
owned by us, but we don't record the growth in our financial state-
ments, we still own part of the tree.
      Our view, we warn you, is non-conventional. But we would
rather have earnings for which we did not get accounting credit put
to good use in a 10%-owned company by a management we did
not personally hire, than have earnings for which we did get credit
put into projects of more dubious potential by another manage-
ment-even if we are that management.
      (We can't resist pausing here for a short commercial. One us-
age of retained earnings we often greet with special enthusiasm
when practiced by companies in which we have an investment in-
terest is repurchase of their own shares. The reasoning is simple: if
                    CARDOZO LAW REVIEW                       [Vol. 19:1
168

a fine business is selling in the market place for far less than intrin-
sic value, what more certain or more profitable utilization of capi-
tal can there be than significant enlargement of the interests of all
owners at that bargain price? The competitive nature of corporate
acquisition activity almost guarantees the payment of a full-fre-
quently more than full-price when a company buys the entire
ownership of another enterprise. But the auction nature of secur-
ity markets often allows finely-run companies the opportunity to
purchase portions of their own businesses at a price under 50% of
that needed to acquire the same earning power through the negoti-
ated acquisition of another enterprise.)

     The term "earnings" has a precise ring to it. And when an
earnings figure is accompanied by an unqualified auditor's certifi-
cate, a naive reader might think it comparable in certitude to 1t,
calculated to dozens of decimal places.
     In reality, however, earnings can be as pliable as putty when a
charlatan heads the company reporting them. Eventually truth will
surface, but in the meantime a lot of money can change hands. In-
deed, some important American fortunes have been created by the
monetization of accounting mirages.
     Funny business in accounting is not new. For connoisseurs of
chicanery, [consider the foregoing satire written by Ben Graham in
1936]. Alas, excesses similar to those he then lampooned have
many times since found their way into the financial statements of
major American corporations and been duly certified by big-name
auditors. Clearly, investors must always keep their guard up and
use accounting numbers as a beginning, not an end, in their at-
tempts to calculate true "economic earnings" accruing to them.
     Berkshire's own reported earnings are misleading in a differ-
ent, but important, way: We have huge investments in companies
("investees") whose earnings far exceed their dividends and in
which we record our share of earnings only to the extent of the
dividends we receive. The extreme case is Capital CitieslABC, Inc.
Our 17% share of the company's earnings amounted to more than
$83 million last year. Yet only about $530,000 ($600,000 of divi-
dends it paid us less some $70,000 of tax) is counted in Berkshire's
GAAP earnings. The residual $82 million-plus stayed with Cap
Cities as retained earnings, which work for our benefit but go unre-
corded on our books.
     Our perspective on such "forgotten-but-not-gone" earnings is
simple: The way they are accounted for is of no importance, but
                                                                 169
1997]       THE ESSAYS OF WARREN BUFFETT

their ownership and subsequent utilization is all-important. We
care not whether the auditors hear a tree fall in the forest; we do
care who owns the tree and what's next done with it.
     When Coca-Cola uses retained earnings to repurchase its
shares, the company increases our percentage ownership in what I
regard to be the most valuable franchise in the world. (Coke also,
of course, uses retained earnings in many other value-enhancing
ways.) Instead of repurchasing stock, Coca-Cola could pay those
funds to us in dividends, which we could then use to purchase more
Coke shares. That would be a less efficient scenario: Because of
taxes we would pay on dividend income, we would not be able to
increase our proportionate ownership to the degree that Coke can,
acting for us. If this less efficient procedure were followed, how-
ever, Berkshire would report far greater "earnings."
     I believe the best way to think about our earnings is in terms
of "look-through" results, calculated as follows: Take $250 million,
which is roughly our share of the 1990 operating earnings retained
by our investees; subtract $30 million, for the incremental taxes we
would have owed had that $250 million been paid to us in divi-
dends; and add the remainder, $220 million, to our reported oper-
ating earnings of $371 million. Thus our 1990 "look-through
earnings" were about $590 million.

     In our view, the value to all owners of the retained earnings of
a business enterprise is determined by the effectiveness with which
those earnings are used-and not by the size of one's ownership
percentage. If you have owned .01 of 1% of Berkshire during the
past decade, you have benefited economically in full measure from
your share of our retained earnings, no matter what your account-
ing system. Proportionately, you have done just as well as if you
had owned the magic 20%. But if you have owned 100% of a great
many capital-intensive businesses during the decade, retained earn-
ings that were credited fully and with painstaking precision to you
under standard accounting methods have resulted in minor or zero
economic value. This is not a criticism of accounting procedures.
We would not like to have the job of designing a better system. It's
simply to say that managers and investors alike must understand
that accounting numbers are the beginning, not the end, of busi-
ness valuation.
     In most corporations, less-than-20% ownership positions are
unimportant (perhaps, in part, because they prevent maximization
of cherished reported earnings) and the distinction between ac-
170                                                         [Vol. 19:1
                    CARDOZO LAW REVIEW

counting and economic results we have just discussed matters little.
But in our own case, such positions are of very large and growing
importance. Their magnitude, we believe, is what makes our re-
ported operating earnings figure of limited significance.

     Within [the] gigantic auction arena [composed of the entire
array of major American corporations], it is our job to select busi-
nesses with economic characteristics allowing each dollar of re-
tained earnings to be translated eventually into at least a dollar of
market value. Despite a lot of mistakes, we have so far achieved
this goal. In doing so, we have been greatly assisted by Arthur
Okun's patron saint for economists-St. Offset. In some cases,
that is, retained earnings attributable to our ownership position
have had insignificant or even negative impact on market value,
while in other major positions a dollar retained by an investee cor-
poration has been translated into two or more dollars of market
value. To date, our corporate over-achievers have more than offset
the laggards. If we can continue this record, it will validate our
efforts to maximize "economic" earnings, regardless of the impact
upon "accounting" earnings.
     We also believe that investors can benefit by focusing on their
own look-through earnings. To calculate these, they should deter-
mine the underlying earnings attributable to the shares they hold in
their portfolio and total these. The goal of each investor should be
to create a portfolio (in effect, a "company") that will deliver him
or her the highest possible look-through earnings a decade or so
from now.
     An approach of this kind will force the investor to think about
long-term business prospects rather than short-term stock market
prospects, a perspective likely to improve results. It's true, of
course, that, in the long run, the scoreboard for investment deci-
sions is market price. But prices will be determined by future earn-
ings. In investing, just as in baseball, to put runs on the scoreboard
one must watch the playing field, not the scoreboard.

    The primary test of managerial economic performance is the
achievement of a high earnings rate on equity capital employed
(without undue leverage, accounting gimmickry, etc.) and not the
achievement of consistent gains in earnings per share. In our view,
many businesses would be better understood by their shareholder
owners, as well as the general public, if managements and financial
1997]            THE ESSAYS OF WARREN BUFFETT                              171
analysts modified the primary emphasis they place upon earnings
per share, and upon yearly changes in that figure.

        c.   Economic Goodwill Versus Accounting Goodwill47
     [O]ur intrinsic business value considerably exceeds book
value. There are two major reasons:
    (1) Standard accounting principles require that common
        stocks held by our insurance subsidiaries be stated on our
        books at market value, but that other stocks we own be
        carried at the lower of aggregate cost or market. At the
        end of 1983, the market value of this latter group ex-
        ceeded carrying value by $70 million pre-tax, or about $50
        million after tax. This excess belongs in our intrinsic busi-
        ness value, but is not included in the calculation of book
        value;
    (2) More important, we own several businesses that possess
        economic Goodwill (which is properly includable in intrin-
        sic business value) far larger than the accounting Goodwill
        that is carried on our balance sheet and reflected in book
        value.

     You can live a full and rewarding life without ever thinking
about Goodwill and its amortization. But students of investment
and management should understand the nuances of the subject.
My own thinking has changed drastically from 35 years ago when I
was taught to favor tangible assets and to shun businesses whose
value depended largely upon economic Goodwill. This bias caused
me to make many important business mistakes of omission,
although relatively few of commission.
     Keynes identified my problem: "The difficulty lies not in the
new ideas but in escaping from the old ones." My escape was long
delayed, in part because most of what I had been taught by the
same teacher had been (and continues to be) so extraordinarily
valuable. Ultimately, business experience, direct and vicarious,
produced my present strong preference for businesses that possess
large amounts of enduring Goodwill and that utilize a minimum of
tangible assets.
     I recommend the [following essay] to those who are comforta-
ble with accounting terminology and who have an interest in un-
derstanding the business aspects of Goodwill. Whether or not you

      [Divided by hash lines: 1983; 1983 Appendix; 1996 Owner's Manual.]
 47
172                                                         [Vol. 19:1
                          CARDOZO LAW REVIEW

wish to tackle the [essay] you should be aware that Charlie and I
believe that Berkshire possesses very significant economic Good-
will value above that reflected in our book value.

      [The following discussion] deals only with economic and ac-
 counting Goodwill-not the goodwill of everyday usage. For ex-
 ample, a business may be well liked, even loved, by most of its
 customers but possess no economic goodwill. (AT&T, before the
 breakup, was generally well thought of, but possessed not a dime of
 economic Goodwill.) And, regrettably, a business may be disliked
 by its customers but possess substantial, and growing economic
 Goodwill. So, just for the moment, forget emotions and focus only
 on economics and accounting.
      When a business is purchased, accounting principles require
 that the purchase price first be assigned to the fair value of the
 identifiable assets that are acquired. Frequently the sum of the fair
 values put on the assets (after the deduction of liabilities) is less
 than the total purchase price of the business. In that case, the dif-
 ference is assigned to an asset entitled "excess of cost over equity
 in net assets acquired". To avoid constant repetition of this mouth-
 ful, we will substitute "Goodwill."
      Accounting Goodwill arising from businesses purchased
 before November 1970 has a special standing. Except under rare
 circumstances, it can remain an asset on the balance sheet as long
 as the business bought is retained. That means no amortization
 charges to gradually extinguish that asset need be made against
 earnings.
      The case is different, however, with purchases made from No-
 vember 1970 on. When these create Goodwill, it must be amor-
 tized over not more than 40 years through charges-of equal
 amount in every year-to the earnings account. Since 40 years is
 the maximum period allowed, 40 years is what managements (in-
.eluding us) usually elect. This annual charge to earnings is not al-
 lowed as a tax deduction and, thus, has an effect on after-tax
 income that is roughly double that of most other expenses. 48
      That's how accounting Goodwill works. To see how it differs
 from economic reality, let's look at an example elose at hand.
 We'll round some figures, and greatly oversimplify, to make the
 example easier to follow. We'll also mention some implications for
 investor and manager.

       [The tax rule has changed. See I.R.c. § 197.]
  48
                                                                 173
             THE ESSAYS OF WARREN BUFFETT
1997]

     Blue Chip Stamps bought See's early in 1972 for $25 million,
at which time See's had about $8 million of net tangible assets.
(Throughout this discussion, accounts receivable will be classified
as tangible assets, a definition proper for business analysis.) This
level of tangible assets was adequate to conduct the business with-
out use of debt, except for short periods seasonally. See's was
earning about $2 million after tax at the time, and such earnings
seemed conservatively representative of future earning power in
constant 1972 dollars.
     Thus our first lesson: businesses logically are worth far more
than net tangible assets when they can be expected to produce
earnings on such assets considerably in excess of market rates of
return. The capitalized value of this excess return is economic
Goodwill.
      In 1972 (and now) relatively few businesses could be expected
to consistently earn the 25% after tax on net tangible assets that
was earned by See's-doing it, furthermore, with conservative ac-
counting and no financial leverage. It was not the fair market
value of the inventories, receivables or fixed assets that produced
the premium rates of return. Rather it was a combination of intan-
gible assets, particularly a pervasive favorable reputation with con-
sumers based upon countless pleasant experiences they have had
with both product and personnel.
      Such a reputation creates a consumer franchise that allows the
value of the product to the purchaser, rather than its production
cost, to be the major determinant of selling price. Consumer
franchises are a prime source of economic Goodwill. Other
sources include governmental franchises not subject to profit regu-
lation, such as television stations, and an enduring position as the
low cost producer in an industry.
      Let's return to the accounting in the See's example. Blue
Chip's purchase of See's at $17 million over net tangible assets re-
quired that a Goodwill account of this amount be established as an
asset on Blue Chip's books and that $425,000 be charged to income
annually for 40 years to amortize that asset. By 1983, after 11 years
of such charges, the $17 million had been reduced to about $12.5
million. Berkshire, meanwhile, owned 60% of Blue Chip and,
 therefore, also 60% of See's. This ownership meant that Berk-
shire's balance sheet reflected 60% of See's Goodwill, or about
 $7.5 million.
      In 1983 Berkshire acquired the rest of Blue Chip in a merger
 that required purchase accounting as contrasted to the "pooling"
174                 CARDOZO LAW REVIEW                      [Vol. 19:1

treatment allowed for some mergers. Under purchase accounting,
the "fair value" of the shares we gave to (or "paid") Blue Chip
holders had to be spread over the net assets acquired from Blue
Chip. This "fair value" was measured, as it almost always is when
public companies use their shares to make acquisitions, by the mar-
ket value of the shares given up.
      The assets "purchased" consisted of 40% of everything owned
by Blue Chip (as noted, Berkshire already owned the other 60%).
What Berkshire "paid" was more than the net identifiable assets
we received by $51.7 million, and was assigned to two pieces of
Goodwill: $28.4 million to See's and $23.3 million to Buffalo Eve-
ning News.
      After the merger, therefore, Berkshire was left with a Good-
will asset for See's that had two components: the $7.5 million re-
maining from the 1971 purchase, and $28.4 million newly created
by the 40% "purchased" in 1983. Our amortization charge now
will be about $1.0 million for the next 28 years, and $.7 million for
the following 12 years, 2002 through 2013.
      In other words, different purchase dates and prices have given
us vastly different asset values and amortization charges for two
pieces of the same asset. (We repeat our usual disclaimer: we have
no better accounting system to suggest. The problems to be dealt
with are mind boggling and require arbitrary rules.)
      But what are the economic realities? One reality is that the
amortization charges that have been deducted as costs in the earn-
ings statement each year since acquisition of See's were not true
economic costs. We know that because See's last year earned $13
million after taxes on about $20 million of net tangible assets-a
performance indicating the existence of economic Goodwill far
larger than the total original cost of our accounting Goodwill. In
other words, while accounting Goodwill regularly decreased from
the moment of purchase, economic Goodwill increased in irregular
but very substantial fashion.
      Another reality is that annual amortization charges in the fu-
ture will not correspond to economic costs. It is possible, of course,
that See's economic Goodwill will disappear. But it won't shrink in
even decrements or anything remotely resembling them. What is
more likely is that the Goodwill will increase-in current, if not in
constant, dollars-because of inflation.
     That probability exists because true economic Goodwill tends
to rise in nominal value proportionally with inflation. To illustrate
how this works, let's contrast a See's kind of business with a more
                                                                 175
             THE ESSAYS OF WARREN BUFFETT
1997].

mundane business. When we purchased See's in 1972, it will be
recalled, it was earning about $2 million on $8 million of net tangi-
ble assets. Let us assume that our hypothetical mundane business
then had $2 million of earnings also, but needed $18 million in net
tangible assets for normal operations. Earning only 11 % on re-
quired tangible assets, that mundane business would possess little
or no economic Goodwill.
     A business like that, therefore, might well have sold for the
value of its net tangible assets, or for $18 million. In contrast, we
paid $25 million for See's, even though it had no more in earnings
and less than half as much in "honest-to-God" assets. Could less
really have been more, as our purchase price implied? The answer
is "yes"-even if both businesses were expected to have fiat unit vol-
ume-as long as you anticipated, as we did in 1972, a world of con-
tinuous inflation.
     To understand why, imagine the effect that a doubling of the
price level would subsequently have on the two businesses. Both
would need to double their nominal earnings to $4 million to keep
themselves even with inflation. This would seem to be no great
trick: just sell the same number of units at double earlier prices
and, assuming profit margins remain unchanged, profits also must
double.
     But, crucially, to bring that about, both businesses probably
would have to double their nominal investment in net tangible as-
sets, since that is the kind of economic requirement that inflation
usually imposes on businesses, both good and bad. A doubling of
dollar sales means correspondingly more dollars must be employed
immediately in receivables and inventories. Dollars employed in
fixed assets will respond more slowly to inflation, but probably just
as surely. And all of this inflation-required investment will pro-
duce no improvement in rate of return. The motivation for this
investment is the survival of the business, not the prosperity of the
owner.
     Remember, however, that See's had net tangible assets of only
$8 million. So it would only have had to commit an additional $8
million to finance the capital needs imposed by inflation. The
mundane business, meanwhile, had a burden over twice as large-a
need for $18 million of additional capital.
     After the dust had settled, the mundane business, now earning
$4 million annually, might still be worth the value of its tangible
assets, or $36 million. That means its owners would have gained
only a dollar of nominal value for every new dollar invested. (This
                                                            [Vol. 19:1
                    CARDOZO LAW REVIEW
176

 is the same dollar-for-dollar result they would have achieved if
 they had added money to a savings account.)
      See's, however, also earning $4 million, might be worth $50
 million if valued (as it logically would be) on the same basis as it
was at the time of our purchase. So it would have gained $25 mil-
lion in nominal value while the owners were putting up only $8
million in additional capital-over $3 of nominal value gained for
each $1 invested.
     Remember, even so, that the owners of the See's kind of busi-
ness were forced by inflation to ante up $8 million in additional
capital just to stay even in real profits. Any unleveraged business
that requires some net tangible assets to operate (and almost all
do) is hurt by inflation. Businesses needing little in the way of tan-
gible assets simply are hurt the least.
     And that fact, of course, has been hard for many people to
grasp. For years the traditional wisdom-long on tradition, short
on wisdom-held that inflation protection was best provided by
businesses laden with natural resources, plants and machinery, or
other tangible assets ("In Goods We Trust"). It doesn't work that
way. Asset-heavy businesses generally earn low rates of return-
rates that often barely provide enough capital to fund the inflation-
ary needs of the existing business, with nothing left over for real
growth, for distribution to owners, or for acquisition of new
businesses.
     In contrast, a disproportionate number of the great business
fortunes built up during the inflationary years arose from owner-
ship of operations that combined intangibles of lasting value with
relatively minor requirements for tangible assets. In such cases
earnings have bounded upward in nominal dollars, and these dol-
lars have been largely available for the acquisition of additional
businesses. This phenomenon has been particularly evident in the
communications business. That business has required little in the
way of tangible investment-yet its franchises have endured. Dur-
ing inflation, Goodwill is the gift that keeps giving.
     But that statement applies, naturally, only to true economic
Goodwill. Spurious accounting Goodwill-and there is plenty of it
around-is another matter. When an overexcited management
purchases a business at a silly price, the same accounting niceties
described earlier are observed. Because it can't go anywhere else,
the silliness ends up in the Goodwill account. Considering the lack
of managerial discipline that created the account, under such cir-
cumstances it might better be labeled "No-Will". Whatever the
1997J         THE ESSAYS OF WARREN BUFFETT                        177

 term, the 40-year ritual typically is observed and the adrenalin so
capitalized remains on the books as an "asset" just as if the acquisi-
tion had been a sensible one.

                           *****
      If you cling to any belief that accounting treatment of Good-
will is the best measure of economic reality, I suggest one final item
to ponder.
      Assume a company with $20 per share of net worth, all tangi-
ble assets. Further assume the company has internally developed
some magnificent consumer franchise, or that it was fortunate
enough to obtain some important television stations by original
FCC grant. Therefore, it earns a great deal on tangible assets, say
$5 per share, or 25%.
      With such economics, it might sell for $100 per share or more,
 and it might well also bring that price in a negotiated sale of the
 entire business.
      Assume an investor buys the stock at $100 per share, paying in
 effect $80 per share for Goodwill Gust as would a corporate pur-
 chaser buying the whole company). Should the investor impute a
 $2 per share amortization charge annually ($80 divided by 40
years) to calculate "true" earnings per share? And, if so, should
the new "true" earnings of $3 per share cause him to rethink his
purchase price?

                           *****
     We believe managers and investors alike should view intangi-
ble assets from two perspectives:
     (1) In analysis of operating results-that is, in evaluating the
         underlying economics of a business unit-amortization
         charges should be ignored. What a business can be ex-
         pected to earn on unleveraged net tangible assets, exclud-
         ing any charges against earnings for amortization of
         Goodwill, is the best guide to the economic attractiveness
         of the operation. It is also the best guide to the current
         value of the operation's economic Goodwill.
     (2) In evaluating the wisdom of business acquisitions, amorti-
         zation charges should be ignored also. They should be de-
         ducted neither from earnings nor from the cost of the
         business. This means forever viewing purchased Goodwill
         at its full cost, before any amortization. Furthermore, cost
         should be defined as including the full intrinsic business
                          CARDOZO LAW REVIEW
178                                                        [Vol. 19:1

        value-not just the recorded accounting value-of all con-
        sideration given, irrespective of market prices of the secur-
        ities involved at the time of merger and irrespective of
        whether pooling treatment was allowed. For example,
        what we truly paid in the Blue Chip merger for 40% of the
        Goodwill of See's and the News was considerably more
        than the $51.7 million entered on our books. This dispar-
        ity exists because the market value of the Berkshire shares
        given up in the merger was less than their intrinsic busi-
        ness value, which is the value that defines the true cost to
        us.
     Operations that appear to be winners based upon perspective
(1) may pale when viewed from perspective (2). A good business is
not always a good purchase-although it's a good place to look for
one.

     When Berkshire buys a business for a premium over the
GAAP net worth of the acquiree-as will usually be the case, since
most companies we'd want to buy don't come at a discount-that
premium has to be entered on the asset side of our balance sheet.
There are loads of rules about just how a company should record
the premium. But to simplify this discussion, we will focus on
"Goodwill," the asset item to which almost all of Berkshire's acqui-
sition premiums have been allocated. For example, when we re-
cently acquired the half of GElCO we didn't previously own, we
recorded goodwill of about $1.6 billion.
     GAAP requires Goodwill to be amortized-that is, written
off-over a period no longer than 40 years. Therefore, to extin-
guish our $1.6 billion in GEICO Goodwill, we will annually take
charges of about $40 million against our earnings. This amount is
not deductible for tax purposes, so it reduces both our pre-tax and
after-tax earnings by $40 million. 49
     In an accounting sense, consequently, our GElCO Goodwill
will disappear gradually in even-sized bites. But the one thing I
can guarantee you is that the economic Goodwill we have
purchased at GEICO will not decline in the same measured way.
In fact, my best guess is that the economic goodwill assignable to
GEICO will not decline at all, but rather will increase-and proba-
bly in a very substantial way.


       [The tax rule has changed. See I.R.c. § 197.]
  49
                                                                 179
             THE ESSAYS OF WARREN BUFFETT
1997]

     I made a similar statement in our 1983 Annual Report about
the Goodwill attributed to See's Candy, when I used that company
as an example in a discussion of Goodwill accounting. At that
time, our balance sheet carried about $36 million of See's Good-
will. We have since been charging about $1 million against earn-
ings every year in order to amortize the asset, and the See's
Goodwill on our balance sheet is now down to about $23 million.
In other words, from an accounting standpoint, See's is now
presented as having lost a good deal of goodwill since 1983.
     The economic facts could not be more different. In 1983, See's
earned about $27 million pre-tax on $11 million of net operating
assets; in 1995 it earned $50 million on only $5 million of net oper-
ating assets. Clearly See's economic Goodwill has increased dra-
matically during the interval rather than decreased. Just as clearly,
See's is worth many hundreds of millions of dollars more than its
stated value on our books.
     We could, of course, be wrong, but we expect GEICO's grad-
ual loss of accounting value to be paired with increases in its eco-
nomic value. Certainly that has been the pattern at most of our
subsidiaries, not just See's. That is why we regularly present our
operating earnings in a way that allows you to ignore all purchase-
accounting adjustments.
     In the future, also, we will adopt a similar policy for look-
through earnings, moving to a form of presentation that rids these
earnings of the major purchase-accounting adjustments of inves-
tees. We will not apply this policy to companies that have only
small amounts of goodwill on their books, such as Coca-Cola or
Gillette. We will extend it, however, to Wells Fargo and Disney,
which have both recently made huge acquisitions and are conse-
quently dealing with exceptionally large goodwill charges.
     Before leaving this subject, we should issue an important
warning: Investors are often led astray by CEOs and Wall Street
analysts who equate depreciation charges with the amortization
charges we have just discussed. In no way are the two the same:
With rare exceptions, depreciation is an economic cost every bit as
real as wages, materials, or taxes. Certainly that is true at Berk-
shire and at virtually all the other businesses we have studied. Fur-
thermore, we do not think so-called EBITDA (earnings before
interest, taxes, depreciation and amortization) is a meaningful
measure of performance. Managements that dismiss the impor-
tance of depreciation-and emphasize "cash flow" or EBITDA-
                         CARDOZO LAW REVIEW
180                                                         [Vol. 19:1

are apt to make faulty decisions, and you should keep that in mind
as you make your own investment decisions.
           D.     Owner Earnings and the Cash Flow Fallacy50
     [Many business acquisitions require] major purchase-price ac-
counting adjustments, as prescribed by generally accepted account-
ing principles (GAAP). The GAAP figures, of course, are the ones
used in our consolidated financial statements. But, in our view, the
GAAP figures are not necessarily the most useful ones for inves-
tors or managers. Therefore, the figures shown for specific operat-
ing units are earnings before purchase-price adjustments are taken
into account. In effect, these are the earnings that would have been
reported by the businesses if we had not purchased them.
     A discussion of our reasons for preferring this form of presen-
tation [follows. It] will never substitute for a steamy novel and def-
initely is not required reading. However, I know that among our
6,000 shareholders there are those who are thrilled by my essays on
accounting-and I hope that both of you enjoy [it].

    First a short quiz: below are abbreviated 1986 statements of
earnings for two companies. Which business is the more valuable?




       [Divided by hash lines: 1986; 1986 Appendix]
  50
                        THE ESSAYS OF WARREN BUFFETT                                                          181
1997]
                                                                           Company 0                     Company N
                                                                                        (OOOs Omitted)
Revenues                                           .                         $677,240                      $677,240
Cost of Goods Sold:
  Historical costs,
   excluding depreciation. . . . . . . . . .. $341,170                                   $341,170
 Special non-cash inventory
                                                                                             4,979(1)
  costs                                            .
 Depreciation of plant
                                                                                            13,355(2)
  and equipment. . . . . . . . . . . . . . . . . . . 8,301
                                                                                                            359,504
                                                                              349,471
                                                                                                           $317,736
Gross Profit                              .                                  $327,769
Selling & Admin. Expense . . . . . . . . .. $260,286                                     $260,286
                                                                                              595(3)
Amortization of Goodwill                  .
                                                                              260,286                       260,881
Operating Profit                                              .              $ 67,483                      $ 56,855
Other Income, Net                                             .                 4,135                         4,135
                                                                                                           $ 60,990
Pre-Tax Income                                                .              $ 71,618
Applicable Income Tax:
 Historical deferred and current
                                                                                          $ 31,387
  tax. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. $ 31,387
 Non-Cash Inter-period
                                                                                               998(4)
  Allocation Adjustment                                       .
                                                                               31,387                        32,385
Net Income                                             .                     $ 40,231                      $ 28,605
(Numbers (1) through (4) designate items discussed later in this section.)

    As you've probably guessed, Companies 0 and N are the
same business-Scott Fetzer. In the "0" (for "old") column we
have shown what the company's 1986 GAAP earnings would have
been if we had not purchased it; in the "N" (for "new") column we
have shown Scott Fetzer's GAAP earnings as actually reported by
Berkshire.
    It should be emphasized that the two columns depict identical
economics-i.e., the same sales, wages, taxes, etc. And both "com-
panies" generate the same amount of cash for owners. Only the
accounting is different.
    So, fellow philosophers, which column presents truth? Upon
which set of numbers should managers and investors focus?
     Before we tackle those questions, let's look at what produces
the disparity between 0 and N. We will simplify our discussion in
some respects, but the simplification should not produce any inac-
curacies in analysis or conclusions.
     The contrast between 0 and N comes about because we paid
an amount for Scott Fetzer that was different from its stated net
worth. Under GAAP, such differences-such premiums or dis-
counts-must be accounted for by "purchase-price adjustments."
In Scott Fetzer's case, we paid $315 million for net assets that were
                         CARDOZO LAW REVIEW
182                                                                         [Vol. 19:1

carried on its books at $172.4 million. So we paid a premium of
$142.6 million.
      The first step in accounting for any premium paid is to adjust
the carrying value of current assets to current values. In practice,
this requirement usually does not affect receivables, which are rou-
tinely carried at current value, but often affects inventories. Be-
cause of a $22.9 million LIFO reserve and other accounting
intricacies,s1 Scott Fetzer's inventory account was carried at a $37.3
million discount from current value. So, making our first account-
ing move, we used $37.3 million of our $142.6 million premium to
increase the carrying value of the inventory.
      Assuming any premium is left after current assets are ad-
justed, the next step is to adjust fixed assets to current value. In
our case, this adjustment also required a few accounting acrobatics
relating to deferred taxes. Since this has been billed as a simplified
discussion, I will skip the details and give you the bottom line:
$68.0 million was added to fixed assets and $13.0 million was elimi-
nated from deferred tax liabilities. After making this $81.0 million
adjustment, we were left with $24.3 million of premium to allocate.
      Had our situation called for them, two steps would next have
been required: the adjustment of intangible assets other than
Goodwill to current fair values, and the restatement of liabilities to
current fair values, a requirement that typically affects only long-
term debt and unfunded pension liabilities. In Scott Fetzer's case,
however, neither of these steps was necessary.
      The final accounting adjustment we needed to make, after re-
cording fair market values for all assets and liabilities, was the as-
signment of the residual premium to Goodwill (technically known
as "excess of cost over the fair value of net assets acquired"). This
residual amounted to $24.3 million. Thus, the balance sheet of
Scott Fetzer immediately before the acquisition, which is summa-
rized below in column 0, was transformed by the purchase into the
balance sheet shown in column N. In real terms, both balance
sheets depict the same assets and liabilities-but, as you can see,
certain figures differ significantly.




   51 [A LIFO reserve is the difference between the current cost to replace inventory and
the amount shown as the cost of inventory on a balance sheet. This difference can grow
significantly, especially during inflationary periods.]
               THE ESSAYS OF WARREN BUFFETT                                  183
1997]
                                         Company 0                    Company N
                                                     (OOOs Omitted)
Assets
Cash and Cash Equivalents            .   $ 3,593                       $ 3,593
                                           90,919
Receivables, net                     .                                   90,919
                                           77,489
Inventories                          .                                  114,764
Other                                .      5,954                         5,954
                                          177,955                       215,230
Total Current Assets                 .
Property, Plant, and Equipment, net ..     80,967                       148,960
Investments in the Advances to
 Unconsolidated Subsidiaries and Joint
  Ventures                           .     93,589                        93,589
                                            9,836                        34,210
Other Assets, including Goodwill     .
                                         $362,347                      $491,989

Liabilities
Notes Payable and Current Portion of
                                         $ 4,650                       $ 4,650
 Long-term Debt                      .
                                           39,003                        39,003
Accounts Payable                     .
                                                                         84,939
Accrued Liabilities                  .     84,939
                                          128,592                       128,592
Total Current Liabilities            .
Long-term Debt and Capitalized
                                   ..
 Leases                                    34,669                        34,669
Deferred Income Taxes                .     17,052                         4,075
Other Deferred Credits               .      9,657                         9,657
Total Liabilities                    .    189,970                       176,993
Shareholder's Equity                 .    172,377                       314,996
                                         $362,347                      $491,989

     The higher balance sheet figures shown in column N produce
the lower income figures shown in column N of the earnings state-
ment presented earlier. This is the result of the asset write-ups and
of the fact that some of the written-up assets must be depreciated
or amortized. The higher the asset figure, the higher the annual
depreciation or amortization charge to earnings must be. The
charges that flowed to the earnings statement because of the bal-
ance sheet write-ups were numbered in the statement of earnings
shown earlier:
1. $4,979,000 for non-cash inventory costs resulting, primarily,
    from reductions that Scott Fetzer made in its inventories dur-
    ing 1986; charges of this kind are apt to be small or non-exis-
    tent in future years.
2. $5,054,000 for extra depreciation attributable to the write-up of
    fixed assets; a charge approximating this amount will probably
    be made annually for 12 more years.
3. $595,000 for amortization of Goodwill; this charge will be
    made annually for 39 more years in a slightly larger amount
                          CARDOZO LAW REVIEW               [Vol. 19:1
184

    because our purchase was made on January 6 and, therefore,
    the 1986 figure applies to only 98% of the year.
4. $998,000 for deferred-tax acrobatics that are beyond my ability
    to explain briefly (or perhaps even non-briefly); a charge ap-
    proximating this amount will probably be made annually for 12
    more years.
     It is important to understand that none of these newly-created
accounting costs, totaling $11.6 million, are deductible for income
tax purposes. 52 The "new" Scott Fetzer pays exactly the same tax
as the "old" Scott Fetzer would have, even though the GAAP
earnings of the two entities differ greatly. And, in respect to oper-
ating earnings, that would be true in the future also. However, in
the unlikely event that Scott Fetzer sells one of its businesses, the
tax consequences to the "old" and "new" company might differ
widely.
     By the end of 1986 the difference between the net worth of the
"old" and "new" Scott Fetzer had been reduced from $142.6 mil-
lion to $131.0 million by means of the extra $11.6 million that was
charged to earnings of the new entity. As the years go by, similar
charges to earnings will cause most of the premium to disappear,
and the two balance sheets will converge. However, the higher
land values and most of the higher inventory values that were es-
tablished on the new balance sheet will remain unless land is dis-
posed of or inventory levels are further reduced.

                                   *****
     What does all this mean for owners? Did the shareholders of
Berkshire buy a business that earned $40.2 million in 1986 or did
they buy one earning $28.6 million? Were those $11.6 million of
new charges a real economic cost to us? Should investors pay
more for the stock of Company 0 than of Company N? And, if a
business is worth some given multiple of earnings, was Scott Fetzer
worth considerably more the day before we bought it than it was
worth the following day?
     If we think through these questions, we can gain some insights
about what may be called "owner earnings." These represent (a)
reported earnings plus (b) depreciation, depletion, amortization,
and certain other non-cash charges such as Company N's items (1)
and (4) less (c) the average annual amount of capitalized expendi-
tures for plant and equipment, etc. that the business requires to

       [The tax rule has changed. See I.R.c. § 197.]
  52
                                                                185
1997]       THE ESSAYS OF WARREN BUFFETT

fully maintain its long-term competitive position and its unit vol-
ume. (If the business requires additional working capital to main-
tain its competitive position and unit volume, the increment also
should be included in (c). However, businesses following the LIFO
inventory method usually do not require additional working capital
if unit volume does not change.)
     Our owner-earnings equation does not yield the deceptively
precise figures provided by GAAP, since (c) must be a guess-and
one sometimes very difficult to make. Despite this problem, we
consider the owner earnings figure, not the GAAP figure, to be the
relevant item for valuation purposes-both for investors in buying
stocks and for managers in buying entire businesses. We agree
with Keynes's observation: "I would rather be vaguely right than
precisely wrong."
     The approach we have outlined produces "owner earnings"
for Company 0 and Company N that are identical, which means
valuations are also identical, just as common sense would tell you
should be the case. This result is reached because the sum of (a)
and (b) is the same in both columns 0 and N, and because (c) is
necessarily the same in both cases.
     And what do Charlie and I, as owners and managers, believe is
the correct figure for the owner earnings of Scott Fetzer? Under
current circumstances, we believe (c) is very close to the "old"
company's (b) number of $8.3 million and much below the "new"
company's (b) number of $19.9 million. Therefore, we believe that
owner earnings are far better depicted by the reported earnings in
the 0 column than by those in the N column. In other words, we
feel owner earnings of Scott Fetzer are considerably larger than the
GAAP figures that we report.
     That is obviously a happy state of affairs. But calculations of
this sort usually do not provide such pleasant news. Most manag-
ers probably will acknowledge that they need to spend something
more than (b) on their businesses over the longer term just to hold
their ground in terms of both unit volume and competitive posi-
tion. When this imperative exists-that is, when (c) exceeds (b)-
GAAP earnings overstate owner earnings. Frequently this over-
statement is substantial. The oil industry has in recent years pro-
vided a conspicuous example of this phenomenon. Had most
major oil companies spent only (b) each year, they would have
guaranteed their shrinkage in real terms.
     All of this points up the absurdity of the "cash flow" numbers
that are often set forth in Wall Street reports. These numbers rou-
                    CARDOZO LAW REVIEW
186                                                          [Vol. 19:1

tinely include (a) plus (b)-but do not subtract (c). Most sales
brochures of investment bankers also feature deceptive presenta-
tions of this kind. These imply that the business being offered is
the commercial counterpart of the Pyramids-forever state-of-the-
art, never needing to be replaced, improved or refurbished. In-
deed, if all U.S. corporations were to be offered simultaneously for
sale through our leading investment bankers-and if the sales
brochures describing them were to be believed-governmental
projections of national plant and equipment spending would have
to be slashed by 90%.
      "Cash Flow," true, may serve as a shorthand of some utility in
descriptions of certain real estate businesses or other enterprises
that make huge initial outlays and only tiny outlays thereafter. A
company whose only holding is a bridge or an extremely long-lived
gas field would be an example. But "cash flow" is meaningless in
such businesses as manufacturing, retailing, extractive companies,
and utilities because, for them, (c) is always significant. To be sure,
businesses of this kind may in a given year be able to defer capital
spending. But over a five- or ten-year period, they must make the
investment-or the business decays.
      Why, then, are "cash flow" numbers so popular today? In an-
swer, we confess our cynicism: we believe these numbers are fre-
quently used by marketers of businesses and securities in attempts
to justify the unjustifiable (and thereby to sell what should be the
unsalable). When (a)-that is, GAAP earnings-looks by itself in-
adequate to service debt of a junk bond or justify a foolish stock
price, how convenient it becomes for salesmen to focus on (a) +
(b). But you shouldn't add (b) without subtracting (c): though den-
tists correctly claim that if you ignore your teeth they'll go away,
the same is not true for (c). The company or investor believing
that the debt-servicing ability or the equity valuation or an enter-
prise can be measured by totalling (a) and (b) while ignoring (c) is
headed for certain trouble.

                           *****
     To sum up: in the case of both Scott Fetzer and our other busi-
nesses, we feel that (b) on an historical-cost basis-i.e., with both
amortization of intangibles and other purchase-price adjustments
excluded-is quite close in amount to (c). (The two items are not
identical, of course. For example, at See's we annually make capi-
talized expenditures that exceed depreciation by $500,000 to $1
million, simply to hold our ground competitively.) Our conviction
                                                                         187
                 THE ESSAYS OF WARREN BUFFETT
1997]

about this point is the reason we show our amortization and other
purchase-price adjustment items separately ... and is also our rea-
son for viewing the earnings of the individual businesses . . . as
much more closely approximating owner earnings than the GAAP
figures.
      Questioning GAAP figures may seem impious to some. After
all, what are we paying the accountants for if it is not to deliver us
the "truth" about our business. But the accountants' job is to rec-
ord, not to evaluate. The evaluation job falls to investors and
managers.
      Accounting numbers of course, are the language of business
and as such are of enormous help to anyone evaluating the worth
of a business and tracking its progress. Charlie and I would be lost
without these numbers: they invariably are the starting point for us
in evaluating our own businesses and those of others. Managers
and owners need to remember, however, that accounting is but an
aid to business thinking, never a substitute for it.

          E. Intrinsic Value, Book Value, and Market Price 53
     [Intrinsic value is] an all-important concept that offers the only
logical approach to evaluating the relative attractiveness of invest-
ments and businesses. Intrinsic value can be defined simply: It is
the discounted value of the cash that can be taken out of a business
during its remaining life.
     The calculation of intrinsic value, though, is not so simple. As
our definition suggests, intrinsic value is an estimate rather than a
precise figure, and it is additionally an estimate that must be
changed if interest rates move or forecasts of future cash flows are
revised. Two people looking at the same set of facts, moreover-
and this would apply even to Charlie and me-will almost inevita-
bly come up with at least slightly different intrinsic value figures.
That is one reason we never give you our estimates of intrinsic
value. What our annual reports do supply, though, are the facts
that we ourselves use to calculate this value.
     Meanwhile, we regularly report our per-share book value, an
easily calculable number, though one of limited use. The limita-
tions do not arise from our holdings of marketable securities, which
are carried on our books at their current prices. Rather the inade-
quacies of book value have to do with the companies we control,

       [Divided by hash lines: 1996 Owner's Manual; 1987; 1985; 1996.]
  53
188                 CARDOZO LAW REVIEW                      [Vol. 19:1

whose values as stated on our books may be far different from their
intrinsic values.
     The disparity can go in either direction. For example, in 1964
we could state with certitude that Berkshire's per-share book value
was $19.46. However, that figure considerably overstated the com-
pany's intrinsic value, since all of the company's resources were
tied up in a sub-profitable textile business. Our textile assets had
neither going-concern nor liquidation values equal to their carrying
values. Today, however, Berkshire's situation is reversed: Our
March 31, 1996 book value of $15,180 far understates Berkshire's
intrinsic value, a point true because many of the businesses we con-
trol are worth much more than their carrying value.
     Inadequate though they are in telling the story, we give you
Berkshire's book-value figures because they today serve as a
rough, albeit significantly understated, tracking measure for Berk-
shire's intrinsic value. In other words, the percentage change in
book value in any given year is likely to be reasonably close to that
year's change in intrinsic value.
     You can gain some insight into the differences between book
value and intrinsic value by looking at one form of investment, a
college education. Think of the education's cost as its "book
value." If this cost is to be accurate, it should include the earnings
that were foregone by the student because he chose college rather
than a job.
     For this exercise, we will ignore the important non-economic
benefits of an education and focus strictly on its economic value.
First, we must estimate the earnings that the graduate will receive
over his lifetime and subtract from that figure an estimate of what
he would have earned had he lacked his education. That gives us
an excess earnings figure, which must then be discounted, at an
appropriate interest rate, back to graduation day. The dollar result
equals the intrinsic economic value of the education.
     Some graduates will find that the book value of their educa-
tion exceeds its intrinsic value, which means that whoever paid for
the education didn't get his money's worth. In other cases, the
intrinsic value of an education will far exceed its book value, a re-
sult that proves capital was wisely deployed. In all cases, what is
clear is that book value is meaningless as an indicator of intrinsic
value.

    An interesting accounting irony overlays a comparison of the
reported financial results of our controlled companies with those of
                                                                  189
             THE ESSAYS OF WARREN BUFFETT
1997]

the permanent minority holdings . . .. [These holdings] have a
market value of over $2 billion. Yet they produced only $11 million
in reported after-tax earnings for Berkshire in 1987.
     Accounting rules dictate that we take into income only the
dividends these companies pay us-which are little more than
nominal-rather than our share of their earnings, which in 1987
amounted to well over $100 million. On the other hand, account-
ing rules provide that the carrying value of these three holdings-
owned, as they are, by insurance companies-must be recorded on
our balance sheet at current market prices. The result: GAAP ac-
counting lets us reflect in our net worth the up-to-date underlying
values of the businesses we partially own, but does not let us reflect
their underlying earnings in our income account.
     In the case of our controlled companies, just the opposite is
true. Here, we show full earnings in our income account but never
change asset values on our balance sheet, no matter how much the
value of a business might have increased since we purchased it.
     Our mental approach to this accounting schizophrenia is to ig-
nore GAAP figures and to focus solely on the future earning
power of both our controlled and non-controlled businesses. Using
this approach, we establish our own ideas of business value, keep-
ing these independent from both the accounting values shown on
our books for controlled companies and the values placed by a
sometimes foolish market on our partially-owned companies. It is
this business value that we hope to increase at a reasonable (or,
preferably, unreasonable) rate in the years ahead.

     Historically, Berkshire shares have sold modestly below intrin-
sic business value. With the price there, purchasers could be cer-
tain (as long as they did not experience a widening of this discount)
that their personal investment experience would at least equal the
financial experience of the business. But recently the discount has
disappeared, and occasionally a modest premium has prevailed.
     The elimination of the discount means that Berkshire's market
value increased even faster than business value (which, itself, grew
at a pleasing pace). That was good news for any owner holding
while that move took place, but it is bad news for the new or pro-
spective owner. If the financial experience of new owners of Berk-
shire is merely to match the future financial experience of the
company, any premium of market value over intrinsic business
value that they pay must be maintained.
190                 CARDOZO LAW REVIEW                      [Vol. 19:1

     Management cannot determine market prices, although it can,
by its disclosures and policies, encourage rational behavior by mar-
ket participants. My own preference, as perhaps you'd guess, is for
a market price that consistently approximates business value.
Given that relationship, all owners prosper precisely as the busi-
ness prospers during their period of ownership. Wild swings in
market prices far above and below business value do not change
the final gains for owners in aggregate; in the end, investor gains
must equal business gains. But long periods of substantial under-
valuation and/ or overvaluation will cause the gains of the business
to be inequitably distributed among various owners, with the in-
vestment result of any given owner largely depending upon how
lucky, shrewd, or foolish he happens to be.
     Over the long term there has been a more consistent relation-
ship between Berkshire's market value and business value than has
existed for any other publicly-traded equity with which I am famil-
iar. This is a tribute to you. Because you have been rational, inter-
ested, and investment-oriented, the market price for Berkshire
stock has almost always been sensible. This unusual result has
been achieved by a shareholder group with unusual demographics:
virtually all of our shareholders are individuals, not institutions.
No other public company our size can claim the same.

     Ben Graham told a story 40 years ago that illustrates why in-
vestment professionals behave as they do: An oil prospector, mov-
ing to his heavenly reward, was met by St. Peter with bad news.
"You're qualified for residence", said St. Peter, "but, as you can
see, the compound reserved for oil men is packed. There's no way
to squeeze you in." After thinking a moment, the prospector asked
if he might say just four words to the present occupants. That
seemed harmless to St. Peter, so the prospector cupped his hands
and yelled, "Oil discovered in hell." Immediately the gate to the
compound opened and all of the oil men marched out to head for
the nether regions. Impressed, St. Peter invited the prospector to
move in and make himself comfortable. The prospector paused.
"No," he said, "I think I'll go along with the rest of the boys. There
might be some truth to that rumor after all."

     In [the 1995] letter, with Berkshire shares selling at $36,000, I
told you: (1) Berkshire's gain in market value in recent years had
outstripped its gain in intrinsic value, even though the latter gain
had been highly satisfactory; (2) that kind of overperformance
                                                                 191
1997]            THE ESSAYS OF WARREN BUFFETT

could not continue indefinitely; (3) Charlie and I did not at that
moment consider Berkshire to be undervalued.
     Since I set down those cautions, Berkshire's intrinsic value has
increased very significantly ... while the market price of our shares
has changed little. This, of course, means that in 1996 Berkshire's
stock underperformed the business. Consequently, today's price/
value relationship is both much different from what it was a year
ago and, as Charlie and I see it, more appropriate.
      Over time, the aggregate gains made by Berkshire sharehold-
ers must of necessity match the business gains of the company.
When the stock temporarily overperforms or underperforms the
business, a limited number of shareholders-either sellers or buy-
ers-receive outsized benefits at the expense of those they trade
with. Generally, the sophisticated have an edge over the innocents
in this game.
     Though our primary goal is to maximize the amount that our
shareholders, in total, reap from their ownership of Berkshire, we
wish also to minimize the benefits going to some shareholders at
the expense of others. These are goals we would have were we
managing a family partnership, and we believe they make equal
sense for the manager of a public company. In a partnership, fair-
ness requires that partnership interests be valued equitably when
partners enter or exit; in a public company, fairness prevails when
market price and intrinsic value are in sync. Obviously, they won't
always meet that ideal, but a manager-by his policies and commu-
nications-can do much to foster equity.
     Of course, the longer a shareholder holds his shares, the more
bearing Berkshire's business results will have on his financial expe-
rience-and the less it will matter what premium or discount to
intrinsic value prevails when he buys and sells his stock. That's one
reason we hope to attract owners with long-term horizons. Overall,
I think we have succeeded in that pursuit. Berkshire probably
ranks number one among large American corporations in the per-
centage of its shares held by owners with a long-term view.

                      Segment Data and Consolidation54
                 F.
     Despite the shortcomings of [GAAP], I would hate to have
the job of devising a better set of rules. The limitations of the ex-
isting set, however, need not be inhibiting: CEOs are free to treat
GAAP statements as a beginning rather than an end to their obli-

       [1988.]
  54
192                                                         [Vol. 19:1
                    CARDOZO LAW REVIEW

gation to inform owners and creditors-and indeed they should.
After all, any manager of a subsidiary company would find himself
in hot water if he reported barebones GAAP numbers that omitted
key information needed by his boss, the parent corporation's CEO.
Why, then, should the CEO himself withhold information vitally
useful to his bosses-the shareholder-owners of the corporation?
     What needs to be reported is data-whether GAAP, non-
GAAP, or extra-GAAP-that helps financially-literate readers an-
swer three key questions: (1) Approximately how much is this com-
pany worth? (2) What is the likelihood that it can meet its future
obligations? and (3) How good a job are its managers doing, given
the hand they have been dealt?
     In most cases, answers to one or more of these questions are
somewhere between difficult and impossible to glean from the min-
imum GAAP presentation. The business world is simply too com-
plex for a single set of rules to effectively describe economic reality
for all enterprises, particularly those operating in a wide variety of
businesses, such as Berkshire.
     Further complicating the problem is the fact that many man-
agements view GAAP not as a standard to be met, but as an obsta-
cle to overcome. Too often their accountants willingly assist them.
("How much," says the client, "is two plus two?" Replies the co-
operative accountant, "What number did you have in mind?")
Even honest and well-intentioned managements sometimes stretch
GAAP a bit in order to present figures they think will more appro-
priately describe their performance. Both the smoothing of earn-
ings and the "big bath" quarter are "white lie" techniques
employed by otherwise upright managements.
     Then there are managers who actively use GAAP to deceive
and defraud. They know that many investors and creditors accept
GAAP results as gospel. So these charlatans interpret the rules
"imaginatively" and record business transactions in ways that tech-
nically comply with GAAP but actually display an economic illu-
sion to the world.
     As long as investors-including supposedly sophisticated insti-
tutions-place fancy valuations on reported "earnings" that march
steadily upward, you can be sure that some managers and promot-
ers will exploit GAAP to produce such numbers, no matter what
the truth may be. Over the years, Charlie and I have observed
many accounting-based frauds of staggering size. Few of the per-
petrators have been punished; many have not even been censured.
1997]                                                            193
                 THE ESSAYS OF WARREN BUFFETT

It has been far safer to steal large sums with a pen than small sums
with a gun.
      Under one major change mandated by GAAP for 1988, we
have been required to fully consolidate all our subsidiaries in our
balance sheet and earnings statement. In the past, Mutual Savings
and Loan, and Scott Fetzer Financial (a credit company that pri-
marily finances installment sales of World Book and Kirby prod-
ucts) were consolidated on a "one-line" basis. That meant we (1)
showed our equity in their combined net worths as a single-entry
asset on Berkshire's consolidated balance sheet and (2) included
our equity in their combined annual earnings as a single-line in-
come entry in our consolidated statement of earnings. Now the
rules require that we consolidate each asset and liability of these
companies in our balance sheet and each item of their income and
expense in our earnings statement.
      This change underscores the need for companies also to report
segmented data: The greater the number of economically diverse
business operations lumped together in conventional financial
statements, the less useful those presentations are and the less able
investors are to answer the three questions posed earlier. Indeed,
the only reason we ever prepare consolidated figures at Berkshire
is to meet outside requirements. On the other hand, Charlie and I
constantly study our segment data.
      Now that we are required to bundle more numbers in our
GAAP statements, we have decided to publish additional supple-
mentary information that we think will help you measure both
business value and managerial performance. (Berkshire's ability to
discharge its obligations to creditors-the third question we
listed-should be obvious, whatever statements you examine.) In
these supplementary presentations, we will not necessarily follow
GAAP procedures, or even corporate structure. Rather, we will
attempt to lump major business activities in ways that aid analysis
but do not swamp you with detail. Our goal is to give you impor-
tant information in a form that we would wish to get it if our roles
were reversed.

                                     Deferred Taxes 55
                               G.

     I referred earlier to a major change in GAAP that is expected
in 1990. This change relates to the calculation of deferred taxes,

      [Divided by hash lines: 1988; 1989; 1992.]
 55
194                  CARDOZO LAW REVIEW                         [Vol. 19:1

 and is both complicated and controversial-so much so that its im-
 position, originally scheduled for 1989, was postponed for a year.
      When implemented, the new rule will affect us in various
 ways. Most important, we will be required to change the way we
calculate our liability for deferred taxes on the unrealized apprecia-
tion of stocks held by our insurance companies.
     Right now, our liability is layered. For the unrealized appreci-
ation that dates back to 1986 and earlier years, $1.2 billion, we have
booked a 28% tax liability. For the unrealized appreciation built
up since, $600 million, the tax liability has been booked at 34%.
The difference reflects the increase in tax rates that went into effect
in 1987.
     It now appears, however, that the new accounting rule will re-
quire us to establish the entire liability at 34% in 1990, taking the
charge against our earnings. Assuming no change in tax rates by
1990, this step will reduce our earnings in that year (and thereby
our reported net worth) by $71 million. The proposed rule will also
affect other items on our balance sheet, but these changes will have
only a minor impact on earnings and net worth.
     We have no strong views about the desirability of this change
in calculation of deferred taxes. We should point out, however,
that neither a 28% nor a 34% tax liability precisely depicts eco-
nomic reality at Berkshire since we have no plans to sell the stocks
in which we have the great bulk of our gains.

      A new accounting rule is likely to be adopted that will require
companies to reserve against all gains at the current tax rate,
whatever it may be. With the rate at 34%, such a rule would in-
crease our deferred tax liability, and decrease our net worth, by
about $71 million-the result of raising the reserve on our pre-1987
gain by six percentage points. Because the proposed rule has
sparked widespread controversy and its final form is unclear, we
have not yet made this change.
      . . . [W]e would owe taxes of more than $1.1 billion were we to
sell all of our securities at year-end market values. Is this $1.1 bil-
lion liability equal, or even similar, to a $1.1 billion liability payable
to a trade creditor 15 days after the end of the year? Obviously
not-despite the fact that both items have exactly the same effect
on audited net worth, reducing it by $1.1 billion.
      On the other hand, is this liability for deferred taxes a mean-
ingless accounting fiction because its payment can be triggered
1997]         THE ESSAYS OF WARREN BUFFETT                         195

 only by the sale of stocks that, in very large part, we have no inten-
 tion of selling? Again, the answer is no.
      In economic terms, the liability resembles an interest-free loan
 from the U.S. Treasury that comes due only at our election (unless,
 of course, Congress moves to tax gains before they are realized).
 This "loan" is peculiar in other respects as well: It can be used only
 to finance the ownership of the particular, appreciated stocks and it
 fluctuates in size-daily as market prices change and periodically if
 tax rates change. In effect, this deferred tax liability is equivalent
 to a very large transfer tax that is payable only if we elect to move
 from one asset to another. Indeed, we sold some relatively small
 holdings in 1989, incurring about $76 million of "transfer" tax on
 $224 million of gains.
      Because of the way the tax law works, the Rip Van Winkle
 style of investing that we favor-if successful-has an important
 mathematical edge over a more frenzied approach. Let's look at
 an extreme comparison.
      Imagine that Berkshire had only $1, which we put in a security
 that doubled by yearend and was then sold. Imagine further that
 we used the after-tax proceeds to repeat this process in each of the
 next 19 years, scoring a double each time. At the end of the 20
 years, the 34% capital gains tax that we would have paid on the
 profits from each sale would have delivered about $13,000 to the
 government and we would be left with about $25,250. Not bad. If,
 however, we made a single fantastic investment that itself doubled
 20 times during the 20 years, our dollar would grow to $1,048,576.
 Were we then to cash out, we would pay a 34% tax of roughly
 $356,500 and be left with about $692,000.
      The sole reason for this staggering difference in results would
 be the timing of tax payments. Interestingly, the government
 would gain from Scenario 2 in exactly the same 27:1 ratio as we-
 taking in taxes of $356,500 verus $13,OOO-though, admittedly, it
 would have to wait for its money.
      We have not, we should stress, adopted our strategy favoring
long-term investment commitments because of these mathematics.
Indeed, it is possible we could earn greater after-tax returns by
moving rather frequently from one investment to another. Many
years ago, that's exactly what Charlie and I did.
      Now we would rather stay put, even if that means slightly
lower returns. Our reason is simple: We have found splendid busi-
ness relationships to be so rare and so enjoyable that we want to
retain all we develop. This decision is particularly easy for us be-
                       CARDOZO LAW REVIEW
196                                                           [Vol. 19:1

cause we feel that these relationships will produce good-though
perhaps not optimal-financial results. Considering that, we think
it makes little sense for us to give up time with people we know to
be interesting and admirable for time with others we do not know
and who are likely to have human qualities far closer to average.
That would be akin to marrying for money-a mistake under most
circumstances, insanity if one is already rich.

     A new accounting rule having to do with deferred taxes be-
comes effective in 1993. It undoes a dichotomy in our books that I
have described in previous annual reports and that relates to the
accrued taxes carried against the unrealized appreciation in our in-
vestment portfolio. At yearend 1992, that appreciation amounted
to $7.6 billion. Against $6.4 billion of that, we carried taxes at the
current 34% rate. Against the remainder of $1.2 billion, we carried
an accrual of 28%, the tax rate in effect when that portion of the
appreciation occurred. The new accounting rule says we must
henceforth accrue all deferred tax at the current rate, which to us
seems sensible.
     The new marching orders mean that in the first quarter of 1993
we will apply a 34% rate to all of our unrealized appreciation,
thereby increasing the tax liability and reducing net worth by $70
million. The new rule also will cause us to make other minor
changes in our calculation of deferred taxes.
     Future changes in tax rates will be reflected immediately in
the liability for deferred taxes and, correspondingly, in net worth.
The impact could well be substantial. Nevertheless, what is impor-
tant in the end is the tax rate at the time we sell securities, when
unrealized appreciation becomes realized.

                      Retiree Benefits and Stock Options 56
                 H.

     Another major accounting change, whose implementation is
required by January 1, 1993, mandates that businesses recognize
their present-value liability for post-retirement health benefits.
Though GAAP has previously required recognition of pensions to
be paid in the future, it has illogically ignored the costs that compa-
nies will then have to bear for health benefits. The new rule will
force many companies to record a huge balance-sheet liability (and
a consequent reduction in net worth) and also henceforth to recog-

       [1992.]
  56
             THE ESSAYS OF WARREN BUFFETT
1997]                                                             197

nize substantially higher costs when they are calculating annual
profits.
      In making acquisitions, Charlie and I have tended to avoid
companies with significant post-retirement liabilities. As a result,
Berkshire's present liability and future costs for post-retirement
health benefits-though we now have 22,000 employees-are in-
consequential. I need to admit, though, that we had a near miss: In
1982 I made a huge mistake in committing to buy a company bur-
dened by extraordinary post-retirement health obligations. Luck-
ily, though, the transaction fell through for reasons beyond our
control. Reporting on this episode in the 1982 annual report, I
said: "If we were to introduce graphics to this report, illustrating
favorable business developments of the past year, two blank pages
depicting this blown deal would be the appropriate centerfold."
Even so, I wasn't expecting things to get as bad as they did. An-
other buyer appeared, the business soon went bankrupt and was
shut down, and thousands of workers found those bountiful health-
care promises to be largely worthless.
      In recent decades, no CEO would have dreamed of going to
his board with the proposition that his company become an insurer
of uncapped post-retirement health benefits that other corpora-
tions chose to install. A CEO didn't need to be a medical expert to
know that lengthening life expectancies and soaring health costs
would guarantee an insurer a financial battering from such a busi-
ness. Nevertheless, many a manager blithely committed his own
company to a self-insurance plan embodying precisely the same
promises-and thereby doomed his shareholders to suffer the inev-
itable consequences. In health-care, open-ended promises have
created open-ended liabilities that in a few cases 100m so large as
to threaten the global competitiveness of major American
industries.
      I believe part of the reason for this reckless behavior was that
accounting rules did not, for so long, require the booking of post-
retirement health costs as they were incurred. Instead, the rules
allowed cash-basis accounting, which vastly understated the liabili-
ties that were building up. In effect, the attitude of both manage-
ments and their accountants toward these liabilities was "out-of-
sight, out-of-mind." Ironically, some of these same managers
would be quick to criticize Congress for employing "cash-basis"
thinking in respect to Social Security promises or other programs
creating future liabilities of size.
                                                                             [Vol. 19:1
                         CARDOZO LAW REVIEW
198

     Managers thinking about accounting issues should never for-
get one of Abraham Lincoln's favorite riddles: "How many legs
does a dog have if you call his tail a leg?" The answer: "Four, be-
cause calling a tail a leg does not make it a leg." It behooves man-
agers to remember that Abe's right even if an auditor is willing to
certify that the tail is a leg.

                                   *****
     The most egregious case of let's-not-face-up-to-reality behav-
ior by executives and accountants has occurred in the world of
stock options. In Berkshire's 1985 annual report, I laid out my
opinions about the use and misuse of options.57 But even when
options are structured properly, they are accounted for in ways that
make no sense. The lack of logic is not accidental: For decades,
much of the business world has waged war against accounting
rulemakers, trying to keep the costs of stock options from being
reflected in the profits of the corporations that issue them.
     Typically, executives have argued that options are hard to
value and that therefore their costs should be ignored. At other
times managers have said that assigning a cost to options would
injure small start-up businesses. Sometimes they have even sol-
emnly declared that "out-of-the-money" options (those with an ex-
ercise price equal to or above the current market price) have no
value when they are issued.
     Oddly, the Council of Institutional Investors has chimed in
with a variation on that theme, opining that options should not be
viewed as a cost because they "aren't dollars out of a company's
coffers." I see this line of reasoning as offering exciting possibilities
to American corporations for instantly improving their reported
profits. For example, they could eliminate the cost of insurance by
paying for it with options. So if you're a CEO and subscribe to this
"no cash-no cost" theory of accounting, I'll make you an offer you
can't refuse: Give us a call at Berkshire and we will happily sell you
insurance in exchange for a bundle of long-term options on your
company's stock.
     Shareholders should understand that companies incur costs
when they deliver something of value to another party and not just
when cash changes hands. Moreover, it is both silly and cynical to
say that an important item of cost should not be recognized simply
because it can't be quantified with pinpoint precision. Right now,

       [See the essay A Principled Approach to Executive Pay in Part I.E.]
  57
1997]                                                                199
             THE ESSAYS OF WARREN BUFFETT

accounting abounds with imprecision. After all, no manager or au-
ditor knows how long a 747 is going to last, which means he also
does not know what the yearly depreciation charge for the plane
should be. No one knows with any certainty what a bank's annual
loan loss charge ought to be. And the estimates of losses that
property casualty companies make are notoriously inaccurate.
      Does this mean that these important items of cost should be
ignored simply because they can't be quantified with absolute accu-
racy? Of course not. Rather, these costs should be estimated by
honest and experienced people and then recorded. When you get
right down to it, what other item of major but hard-to-precisely-
calculate cost-other, that is, than stock options-does the ac-
counting profession say should be ignored in the calculation of
earnings?
      Moreover, options are just not that difficult to value. Admit-
tedly, the difficulty is increased by the fact that the options given to
executives are restricted in various ways. These restrictions affect
value. They do not, however, eliminate it. In fact, since I'm in the
mood for offers, I'll make one to any executive who is granted a
restricted option, even though it may be out of the money: On the
day of issue, Berkshire will pay him or her a substantial sum for the
right to any future gain he or she realizes on the option. So if you
find a CEO who says his newly-issued options have little or no
value, tell him to try us out. In truth, we have far more confidence
in our ability to determine an appropriate price to pay for an op-
tion than we have in our ability to determine the proper deprecia-
tion rate for our corporate jet.
      It seems to me that the realities of stock options can be sum-
marized quite simply: If options aren't a form of compensation,
what are they? If compensation isn't an expense, what is it? And, if
 expenses shouldn't go into the calculation of earnings, where in the
world should they go?
      The accounting profession and the SEC should be shamed by
 the fact that they have long let themselves be muscled by business
 executives on the option-accounting issue. Additionally, the lobby-
ing that executives engage in may have an unfortunate by-product:
 In my opinion, the business elite risks losing its credibility on issues
 of significance to society-about which it may have much of value
to say-when it advocates the incredible on issues of significance to
itself.
200                        CARDOZO LAW REVIEW                       [Vol. 19:1

                      Distribution of the Corporate Tax Burden 58
                 1.
     The Tax Reform Act of 1986 affects our various businesses in
important and divergent ways. Although we find much to praise in
the Act, the net financial effect for Berkshire is negative: our rate
of increase in business value is likely to be at least moderately
slower under the new law than under the old. The net effect for
our shareholders is even more negative: every dollar of increase in
per-share business value, assuming the increase is accompanied by
an equivalent dollar gain in the market value of Berkshire stock,
will produce 72¢ of after-tax gain for our shareholders rather than
the 80¢ produced under the old law. This result, of course, reflects
the rise in the maximum tax rate on personal capital gains from
20% to 28%.
     Here are the main tax changes that affect Berkshire:
     • The tax rate on corporate ordinary income is scheduled to
decrease from 46% in 1986 to 34% in 1988. This change obviously
affects us positively-and it also has a significant positive effect on
two of our three major investees, Capital Cities/ABC and The
Washington Post Company.
     I say this knowing that over the years there has been a lot of
fuzzy and often partisan commentary about who really pays corpo-
rate taxes-businesses or their customers. The argument, of
course, has usually turned around tax increases, not decreases.
Those people resisting increases in corporate rates frequently ar-
gue that corporations in reality pay none of the taxes levied on
them but, instead, act as a sort of economic pipeline, passing all
taxes through to consumers. According to these advocates, any
corporate-tax increase will simply lead to higher prices that, for the
corporation, offset the increase. Having taken this position, propo-
nents of the "pipeline" theory must also conclude that a tax de-
crease for corporations will not help profits but will instead flow
through, leading to correspondingly lower prices for consumers.
     Conversely, others argue that corporations not only pay the
taxes levied upon them, but absorb them also. Consumers, this
school says, will be unaffected by changes in corporate rates.
     What really happens? When the corporate rate is cut, do
Berkshire, The Washington Post, Cap Cities, etc., themselves soak
up the benefits, or do these companies pass the benefits along to
their customers in the form of lower prices? This is an important
question for investors and managers, as well as for policymakers.

       [1986.]
  58
1997]                                                               201
             THE ESSAYS OF WARREN BUFFETT

     Our conclusion is that in some cases the benefits of lower cor-
porate taxes fall exclusively, or almost exclusively, upon the corpo-
ration and its shareholders, and that in other cases the benefits are
entirely, or almost entirely, passed through to the customer. What
determines the outcome is the strength of the corporation's busi-
ness franchise and whether the profitability of the franchise is
regulated.
     For example, when the franchise is strong and after-tax profits
are regulated in a relatively precise manner, as is the case with
electric utilities, changes in corporate tax rates are largely reflected
in prices, not in profits. When taxes are cut, prices will usually be
reduced in short order. When taxes are increased, prices will rise,
though often not as promptly.
     A similar result occurs in a second arena-in the price-com-
petitive industry, whose companies typically operate with very
weak business franchises. In such industries, the free market "reg-
ulates" after-tax profits in a delayed and irregular, but generally
effective, manner. The marketplace, in effect, performs much the
same function in dealing with the price-competitive industry as the
Public Utilities Commission does in dealing with electric utilities.
In these industries, therefore, tax changes eventually affect prices
more than profits.
     In the case of unregulated businesses blessed with strong
franchises, however, it's a different story: the corporation and its
shareholders are then the major beneficiaries of tax cuts. These
companies benefit from a tax cut much as the electric company
would if it lacked a regulator to force down prices.
     Many of our businesses, both those we own in whole and in
part, possess such franchises. Consequently, reductions in their
taxes largely end up in our pockets rather than the pockets of our
customers. While this may be impolitic to state, it is impossible to
deny. If you are tempted to believe otherwise, think for a moment
of the most able brain surgeon or lawyer in your area. Do you
really expect the fees of this expert (the local "franchise-holder" in
his or her specialty) to be reduced now that the top personal tax
rate is being cut from 50% to 28%?
     Your joy at our conclusion that lower rates benefit a number
of our operating businesses and investees should be severely tem-
pered, however, by another of our convictions: scheduled 1988 tax
rates, both individual and corporate, seem totally unrealistic to us.
These rates will very likely bestow a fiscal problem on Washington
that will prove incompatible with price stability. We believe, there-
202                CARDOZO LAW REVIEW                      [Vol. 19:1

fore, that ultimately-within, say, five years-either higher tax
rates or higher inflation rates are almost certain to materialize.
And it would not surprise us to see both.
      • Corporate capital gains tax rates have been increased from
28% to 34%, effective in 1987. This change will have an important
adverse effect on Berkshire because we expect much of our gain in
business value in the future, as in the past, to arise from capital
gains. For example, our three major investment holdings-Cap
Cities, GEICO, and Washington Post-at yearend had a market
value of over $1.7 billion, close to 75% of the total net worth of
Berkshire, and yet they deliver us only about $9 million in annual
income. Instead, all three retain a very high percentage of their
earnings, which we expect to eventually deliver us capital gains.
     The new law increases the rate for all gains realized in the fu-
ture, including the unrealized gains that existed before the law was
enacted. At yearend, we had $1.2 billion of such unrealized gains
in our equity investments. The effect of the new law on our bal-
ance sheet will be delayed because a GAAP rule stipulates that the
deferred tax liability applicable to unrealized gains should be
stated at last year's 28% tax rate rather than the current 34% rate.
This rule is expected to change soon. The moment it does, about
$73 million will disappear from our GAAP net worth and be added
to the deferred tax account.
     • Dividend and interest income received by our insurance
companies will be taxed far more heavily under the new law. First,
all corporations will be taxed on 20% of the dividends they receive
from other domestic corporations, up from 15% under the old law.
Second, there is a change concerning the residual 80% that applies
only to property/casualty companies: 15% of that residual will be
taxed if the stocks paying the dividends were purchased after Au-
gust 7, 1986. A third change, again applying only to property/casu-
alty companies, concerns tax-exempt bonds: interest on bonds
purchased by insurers after August 7, 1986 will only be 85% tax-
exempt.
     The last two changes are very important. They mean that our
income from the investments we make in future years will be sig-
nificantly lower than would have been the case under the old law.
My best guess is that these changes alone will eventually reduce the
earning power of our insurance operation by at least 10% from
what we could previously have expected.
     • The new tax law also materially changes the timing of tax
payments by property/casualty insurance companies. One new rule
1997]        THE ESSAYS OF WARREN BUFFETT                         203

requires us to discount our loss reserves in our tax returns, a
change that will decrease deductions and increase taxable income.
Another rule, to be phased in over six years, requires us to include
20% of our unearned premium reserve in taxable income.
      Neither rule changes the amount of the annual tax accrual in
our reports to you, but each materially accelerates the schedule of
payments. That is, taxes formerly deferred will now be front-
ended, a change that will significantly cut the profitability of our
business. An analogy will suggest the toll: if, upon turning 21, you
were required to immediately pay tax on all income you were due
to receive throughout your life, both your lifetime wealth and your
estate would be a small fraction of what they would be if all taxes
on your income were payable only when you died.
      Attentive readers may spot an inconsistency in what we say.
Earlier, discussing companies in price-competitive industries, we
suggested that tax increases or reductions affect these companies
relatively little, but instead are largely passed along to their cus-
tomers. But now we are saying that tax increases will affect profits
of Berkshire's property/casualty companies even though they oper-
ate in an intensely price-competitive industry.
      The reason this industry is likely to be an exception to our
general rule is that not all major insurers will be working with iden-
tical tax equations. Important differences will exist for several rea-
sons: a new alternative minimum tax will materially affect some
companies but not others; certain major insurers have huge loss
carry-forwards that will largely shield their income from significant
taxes for at least a few years; and the results of some large insurers
will be folded into the consolidated returns of companies with non-
insurance businesses. These disparate conditions will produce
widely-varying marginal tax rates in the property/casualty industry.
That will not be the case, however, in most other price-competitive
industries, such as aluminum, autos and department stores, in
which the major players will generally contend with similar tax
equations.
      The absence of a common tax calculus for property/casualty
companies means that the increased taxes falling on the industry
will probably not be passed along to customers to the degree that
they would in a typical price-competitive industry. Insurers, in
other words, will themselves bear much of the new tax burdens.
      • A partial offset to these burdens is a "fresh start" adjust-
ment that occurred on January 1, 1987 when our December 31,
1986 loss reserve figures were converted for tax purposes to the
204                     CARDOZO LAW REVIEW                   [Vol. 19:1

newly-required discounted basis. (In our reports to you, however,
reserves will remain on exactly the same basis as in the past-un-
discounted except in special cases such as structured settlements.)
The net effect of the "fresh start" is to give us a double deduction:
we will get a tax deduction in 1987 and future years for a portion of
our incurred-but-unpaid insurance losses that have already been
fully deducted as costs in 1986 and earlier years.
     The increase in net worth that is produced by this change is
not yet reflected in our financial statements. Rather, under present
GAAP rules (which may be changed), the benefit will flow into
the earnings statement and, consequently, into net worth over the
next few years by way of reduced tax charges. We expect the total
benefit from the fresh-start adjustment to be in the $30-$40 million
range. It should be noted, however, that this is a one-time benefit,
whereas the negative impact of the other insurance-related tax
changes is not only ongoing but, in important respects, will become
more severe as time passes.
     • The General Utilities Doctrine was repealed by the new tax
law. This means that in 1987 and thereafter there will be a double
tax on corporate liquidations, one at the corporate level and an-
other at the shareholder level. In the past, the tax at the corporate
level could be avoided. If Berkshire, for example, were to be liqui-
dated-which it most certainly won't be-shareholders would,
under the new law, receive far less from the sales of our properties
than they would have if the properties had been sold in the past,
assuming identical prices in each sale. Though this outcome is the-
oretical in our case, the change in the law will very materially affect
many companies. Therefore, it also affects our evaluations of pro-
spective investments. Take, for example, producing oil and gas
businesses, selected media companies, real estate companies, etc.
that might wish to sell out. The values that their shareholders can
realize are likely to be significantly reduced simply because the
General Utilities Doctrine has been repealed-though the compa-
nies' operating economics will not have changed adversely at all.
My impression is that this important change in the law has not yet
been fully comprehended by either investors or managers.

                 J.   Taxation and Investment Philosophy59
    Berkshire is a substantial payer of federal income taxes. In
aggregate, we will pay 1993 federal income taxes of $390 million,

       [1993.]
  59
1997]                                                             205
                  THE ESSAYS OF WARREN BUFFETT

about $200 million of that attributable to operating earnings and
$190 million to realized capital gains.60 Furthermore, our share of
the 1993 federal and foreign income taxes paid by our investees is
well over $400 million, a figure you don't see on our financial state-
ments but that is nonetheless real. Directly and indirectly, Berk-
shire's 1993 federal income tax payments will be about lh of 1% of
the total paid last year by all American corporations.
      Speaking for our own shares, Charlie and I have absolutely no
complaint about these taxes. We know we work in a market-based
economy that rewards our efforts far more bountifully than it does
the efforts of others whose output is of equal or greater benefit to
society. Taxation should, and does, partially redress this inequity.
But we still remain extraordinarily well-treated.
      Berkshire and its shareholders, in combination, would pay a
much smaller tax if Berkshire operated a partnership or "s" corpo-
ration, two structures often used for business activities. For a vari-
ety of reasons, that's not feasible for Berkshire to do. However,
the penalty our corporate form imposes is mitigated-though far
from eliminated-by our strategy of investing for the long term.
Charlie and I would follow a buy-and-hold policy even if we ran a
tax-exempt institution. We think it the soundest way to invest, and
it also goes down the grain of our personalities. A third reason to
favor this policy, however, is the fact that taxes are due only when
gains are realized.
      Through my favorite comic strip, Li'l Abner, I got a chance
during my youth to see the benefits of delayed taxes, though I
missed the lesson at the time. Making his readers feel superior, Li'l
Abner bungled happily, but moronically, through life in Dogpatch.
At one point he became infatuated with a New York temptress,
Appassionatta Van Climax, but despaired of marrying her because
he had only a single silver dollar and she was interested solely in
millionaires. Dejected, Abner took his problem to Old Man Mose,
the font of all knowledge in Dogpatch. Said the sage: Double your
money 20 times and Appassionatta will be yours (1, 2, 4, 8 . . . .
1,048,576).
      My last memory of the strip is Abner entering a roadhouse,
dropping his dollar into a slot machine, and hitting a jackpot that
spilled money all over the floor. Meticulously following Mose's ad-
vice, Abner picked up two dollars and went off to find his next


       [For 1996, the figure was $860 million.]
  60
206                                                           [Vol. 19:1
                    CARDOZO LAW REVIEW

double. Whereupon I dumped Abner and began reading Ben
Graham.
     Mose clearly was overrated as a guru: Besides failing to antici-
pate Abner's slavish obedience to instructions, he also forgot about
taxes. Had Abner been subject, say, to the 35% federal tax rate
that Berkshire pays, and had he managed one double annually, he
would after 20 years only have accumulated $22,370. Indeed, had
he kept on both getting his annual doubles and paying a 35% tax
on each, he would have needed 7 ½ years more to reach the $1 mil-
lion required to win Appassionatta.
     But what if Abner had instead put his dollar in a single invest-
ment and held it until it doubled the same 271h times? In that case,
he would have realized about $200 million pre-tax or, after paying
a $70 million tax in the final year, about $130 million after-tax. For
that, Appassionatta would have crawled to Dogpatch. Of course,
with 27 1h years having passed, how Appassionatta would have
looked to a fellow sitting on $130 million is another question.
     What this little tale tells us is that tax-paying investors will re-
alize a far, far greater sum from a single investment that com-
pounds internally at a given rate than from a succession of
investments compounding at the same rate. But I suspect many
Berkshire shareholders figured that out long ago.
                                    EPILOGUE 61

     We will keep most of our major holdings, regardless of how
they are priced relative to intrinsic business value. This 'til-death-
do-us-part attitude, combined with the full prices these holdings
command, means that they cannot be expected to push up Berk-
shire's value in the future as sharply as in the past. In other words,
our performance to date has benefited from a double-dip: (1) the
exceptional gains in intrinsic value that our portfolio companies
have achieved; (2) the additional bonus we realized as the market
appropriately "corrected" the prices of these companies, raising
their valuations in relation to those of the average business. We
will continue to benefit from good gains in business value that we
feel confident our portfolio companies will make. But our "catch-
up" rewards have been realized, which means we'll have to settle
for a single-dip in the future.
     We face another obstacle: In a finite world, high growth rates
must self-destruct. If the base from which the growth is taking
place is tiny, this law may not operate for a time. But when the
base balloons, the party ends: A high growth rate eventually forges
its own anchor.
     Carl Sagan has entertainingly described this phenomenon,
musing about the destiny of bacteria that reproduce by dividing
into two every 15 minutes. Says Sagan: "That means four
doublings an hour, and 96 doublings a day. Although a bacterium
weighs only about a trillionth of a gram, its descendants, after a day
of wild asexual abandon, will collectively weigh as much as a
mountain [ ... ] in two days, more than the sun-and before very
long, everything in the universe will be made of bacteria." Not to
worry, says Sagan: Some obstacle always impedes this kind of ex-
ponential growth. "The bugs run out of food, or they poison each
other, or they are shy about reproducing in public."
     Even on bad days, Charlie Munger (Berkshire's Vice Chair-
man and my partner) and I do not think of Berkshire as a bacte-
rium. Nor, to our unending sorrow, have we found a way to double
its net worth every 15 minutes. Furthermore, we are not the least
bit shy about reproducing-financially-in public. Nevertheless,
Sagan's observations apply.

   A fat wallet ... is the enemy of superior investment results.
And Berkshire now has a net worth of $11.9 billion compared to

       [Divided by hash lines: 1989; 1994; 1996 Owner's Manual.]
  61


                                          207
                                                            [Vol. 19:1
208                 CARDOZO LAW REVIEW

about $22 million when Charlie and I began to manage the com-
pany. Though there are as many good businesses as ever, it is use-
less for us to make purchases that are inconsequential in relation to
Berkshire's capital. (As Charlie regularly reminds me, "If some-
thing is not worth doing at all, it's not worth doing welL") We now
consider a security for purchase only if we believe we can deploy at
least $100 million in it. Given that minimum, Berkshire's invest-
ment universe has shrunk dramatically.
      Nevertheless, we will stick with the approach that got us here
and try not to relax our standards. Ted Williams, in The Story of
My Life, explains why: "My argument is, to be a good hitter,
you've got to get a good ball to hit. It's the first rule in the book.
If I have to bite at stuff that is out of my happy zone, I'm not a .344
hitter. I might only be a .250 hitter." Charlie and I agree and will
try to wait for opportunities that are well within our own "happy
zone."
      We will continue to ignore political and economic forecasts,
which are an expensive distraction for many investors and busi-
nessmen. Thirty years ago, no one could have foreseen the huge
expansion of the Vietnam War, wage and price controls, two oil
shocks, the resignation of a president, the dissolution of the Soviet
Union, a one-day drop in the Dow of 508 points, or treasury bill
yields fluctuating between 2.8% and 17.4%.
      But, surprise-none of these blockbuster events made the
slightest dent in Ben Graham's investment principles. Nor did they
render unsound the negotiated purchases of fine businesses at sen-
sible prices. Imagine the cost to us, then, if we had let a fear of
unknowns cause us to defer or alter the deployment of capital. In-
deed, we have usually made our best purchases when apprehen-
sions about some macro event were at a peak. Fear is the foe of
the faddist, but the friend of the fundamentalist.
      A different set of major shocks is sure to occur in the next 30
years. We will neither try to predict these nor to profit from them.
If we can identify businesses similar to those we have purchased in
the past, external surprises will have little effect on our long-term
results.
      What we promise you-along with more modest gains-is that
during your ownership of Berkshire, you will fare just as Charlie
and I do. If you suffer, we will suffer; if we prosper, so will you.
And we will not break this bond by introducing compensation ar-
rangements that give us a greater participation in the upside than
the downside.
1997]                                                            209
             THE ESSAYS OF WARREN BUFFETT

     We further promise you that our personal fortunes will remain
overwhelmingly concentrated in Berkshire shares: We will not ask
you to invest with us and then put our own money elsewhere. In
addition, Berkshire dominates both the investment portfolios of
most members of our families and of a great many friends who
belonged to partnerships that Charlie and I ran in the 1960's. We
could not be more motivated to do our best.....
     We achieved our gains through the efforts of a superb corps of
operating managers who get extraordinary results from some ordi-
nary-appearing businesses. Casey Stengel described managing a
baseball team as "getting paid for home runs other fellows hit."
That's my formula at Berkshire, also .....
     It's far better to own a significant portion of the Hope dia-
mond than 100% of a rhinestone, and the companies just men-
tioned easily qualify as rare gems. Best of all, we aren't limited to
simply a few of this breed, but instead possess a growing collection.
     Stock prices will continue to fluctuate-sometimes sharply-
and the economy will have its ups and downs. Over time, however,
we believe it is highly probable that the sort of businesses we own
will continue to increase in value at a satisfactory rate.

     I think it's appropriate that I conclude with a discussion of
Berkshire's management, today and in the future. As our first
owner-related principle tells you, Charlie and I are the managing
partners of Berkshire. But we subcontract all of the heavy lifting in
this business to the managers of our subsidiaries. In fact, we dele-
gate almost to the point of abdication: Though Berkshire has about
33,000 employees, only 12 of these are at headquarters.
      Charlie and I mainly attend to capital allocation and the care
and feeding of our key managers. Most of these managers are hap-
piest when they are left alone to run their businesses, and that is
customarily just how we leave them. That puts them in charge of
all operating decisions and of dispatching the excess cash they gen-
erate to headquarters. By sending it to us, they don't get diverted
by the various enticements that would come their way were they
responsible for deploying the cash their businesses throw off. Fur-
thermore, Charlie and I are exposed to a much wider range of pos-
sibilities for investing these funds than any of our managers could
find in his or her own industry.
      Most of our managers are independently wealthy, and it's
therefore up to us to create a climate that encourages them to
choose working with Berkshire over golfing or fishing. This leaves
                                                             [Vol. 19:1
                    CARDOZO LAW REVIEW
210

us needing to treat them fairly and in the manner that we would
wish to be treated if our positions were reversed.
      As for the allocation of capital, that's an activity both Charlie
and I enjoy and in which we have acquired some useful experience.
In a general sense, grey hair doesn't hurt on this playing field: You
don't need good hand-eye coordination or well-toned muscles to
push money around (thank heavens). As long as our minds con-
tinue to function effectively, Charlie and I can keep on doing our
jobs pretty much as we have in the past.
      On my death, Berkshire's ownership picture will change but
not in a disruptive way: First, only about 1% of my stock will have
to be sold to take care of bequests and taxes; second, the balance of
my stock will go to my wife, Susan, if she survives me, or to a fam-
ily foundation if she doesn't. In either event, Berkshire will possess
a controlling shareholder guided by the same philosophy and
objectives that now set our course.
      At that juncture, the Buffett family will not be involved in
managing the business, only in picking and overseeing the manag-
ers who do. Just who those managers will be, of course, depends
on the date of my death. But I can anticipate what the manage-
ment structure will be: Essentially my job will be split into two
parts, with one executive becoming responsible for investments
and another for operations. If the acquisition of new businesses is
in prospect, the two will cooperate in making the decisions needed.
Both executives will report to a board of directors that will be re-
sponsive to the controlling shareholder, whose interests will in turn
be aligned with yours.
      Were we to need the management structure I have just de-
scribed on an immediate basis, my family and a few key individuals
know who I would pick to fill both posts. Both currently work for
Berkshire and are people in whom I have total confidence.
      I will continue to keep my family posted on the succession is-
sue. Since Berkshire stock will make up virtually my entire estate
and will account for a similar portion of the assets of either my wife
or the foundation for a considerable period after my death, you can
be sure that I have thought through the succession question care-
fully. You can be equally sure that the principles we have em-
ployed to date in running Berkshire will continue to guide the
managers who succeed me.
                THE ESSAYS OF WARREN BUFFETT                                211
1997]

      Lest we end on a morbid note, I also want to assure you that I
have never felt better. I love running Berkshire, and if enjoying
life promotes longevity, Methuselah's record is in jeopardy.62




 62   [According to the Bible, Methuselah lived 969 years. Genesis 5:27.]
             AFTERWORD AND ACKNOWLEDGMENTS


      In preparing this compendium and organizing the symposium
featuring it, many friends and colleagues generously gave me indis-
pensable help. lowe an enormous debt of gratitude to Warren
Buffett for his generosity of spirit, time, and intellect; for allowing
me to undertake the project; and for his direct participation in
making it a success. I am equally indebted to Charlie Munger, not
only for his service as a panel-master and participant throughout
the symposium, but also for allowing me to reprint in this collec-
tion portions of his Chairman's letters to the shareholders of Berk-
shire's Wesco Financial Corporation. Thanks also go to Bob
Denham for making the connection, to Susan Buffett and Howard
Buffett for joining us throughout the conference weekend, to Ajit
Jain, Carol Loomis, Bob Mundheim, and Lou Simpson, and to
Debbie Bosanek.
      Sam and Ronnie Heyman generously furnished financial sup-
port for the symposium through their endowment of the Samuel
and Ronnie Heyman Center on Corporate Governance at Cardozo
School of Law. All concerned are grateful to the Heymans for
that, as well as for their gracious hospitality to many guests during
the conference weekend. We at Cardozo are further indebted to
the Heymans for making possible many other significant events at
our school.
      My colleagues at Cardozo also provided unfailing support for
this project, especially Arthur Jacobson who must share credit for
inspiring the idea of the conference, and Monroe Price who made
it all possible. My Cardozo colleague Chuck Yablon also deserves
my special thanks, as do my former Cardozo colleagues and prede-
cessors as Directors of the Heyman Center, Bill Bratton and Elliott
Weiss. All three participated in the conference as well.
      The indefatigable efforts of two editors of the Cardozo Law
Review during 1996-97 were essential to the planning and coordina-
tion of the symposium-Stacy Goldschmidt and Jennifer Newcomb
held the fort down at Cardozo while I was visiting at George Wash-
ington Law School during the 1996-97 academic year. The Car-
dozo Law Review editors and staff during 1997-98 helped pull the
symposium volume together and are due thanks as well, especially
Ken Dursht, Yulan Li, Mark Oh, and Steve Sparling. My col-
leagues at GW Law School were also super-supportive, especially
Larry Mitchell, who also participated in the symposium, and Dean
Jack Friedenthal.

                                 213
214                                                      [Vol. 19:1
                   CARDOZO LAW REVIEW

     I also wish to acknowledge David Rudenstine, who served as
interim Dean of Cardozo during 1996-97, and Paul Verkuil, who
has been the Dean of Cardozo since. Other major assets at Car-
dozo who contributed to this project include Associate Dean
Michael Herz, as well as Cynthia Church, Susan Davis, and
Paulette Crowther. My secretaries, Lillian Castanon at Cardozo
and Stephanie Boyd at GW, also performed great services.
     All the members of my family deserve thanks too, especially
my nephew Justin Cunningham, as do many other friends who gave
encouragement, including Dana Auslander, Robin Grant, Bill
Placke, Michelle Roth, and Deb Skulnik, and old friends and col-
leagues from Cravath, Swaine & Moore: Joe Adams, Sam Butler,
Jeff Hass, Dave Jacquin, Tad O'Connor, Debbie Paul, and Todd
Roberts.
     My special thanks to all those who joined us at the symposium,
especially the wonderful group of panelists whose contributions to
the symposium are reflected in part by their provocative papers
being published by the Cardozo Law Review as part of the sympo-
sium. My colleague and co-author at GW Law School, Lew Solo-
mon, chided after the conference that, with the success of this one
behind me, I should now retire from organizing conferences.
While organizing the conference did entail some effort and a lot of
host anxiety, its success was really due to the spontaneous coordi-
nation and industry of all the participants. I would be happy to
have them all on board for the next one.

                                       Lawrence A. Cunningham
                             Benjamin N. Cardozo School of Law
                                                55 Fifth Avenue
                                     New York, New York 10003
                                          
 This email address is being protected from spambots. You need JavaScript enabled to view it.
 
                                           INDEX OF COMPANIES



American Express. . . . . . .. 6, 95, 116, 154                    Kohlberg Kravis Roberts &
                                                                    Co                                                      68-71
Arcata Corp                                              68,69
                                                                  Kraft............................                           142
AT&T.                                                       172
                                                                  Loews...........................                            104
Bank America              ...............                   130
                                                                  Manufacturers Hanover. . . . . . . . . . .                  130
Blue Chip Stamps. . . . . . . . .. 52, 128, 140,                  McDonald's. . . . . . . . . . . . . . . . . . . . . .          6
                                    142, 165, 173, 174            Mobil Oil Corp. . . . . . . . . . . . . . . . . . .         129
                                                                  Motorola . . . . . . . . . . . . . . . . . . . . . . . .    104
The Buffalo News                     6, 58, 79, 95, 174
                                                                  Mutual Savings & Loan. . . . . . . . . . .                  193
Buffett Partnership, Ltd. . . . . .. 43, 72, 73
                                                                  National Indemnity Company .....                            44,
Burlington Industries . . . . . . . . . . . . .              46
                                                                                                               136, 139, 141
Capital Cities/ABC, Inc                                 79,83,    Northwest Industries                                        139
                                 87-89, 97, 111, 139,             Ogilvy & Mather. . . . . . . .. . .. . . . . .               42
                                    154, 168, 200, 202            Piedmont. . . . . . . . . . . . . . . . . . . . . . . .     115
Champion International. . . . . . .. 110, 114,                    RJR Nabisco                                      70,71,100,
                                                                                                                        102,142
                                            115,117, 154
                                                                  Rockwood & Co.                                               67
Chase Manhattan                                             130
                                                                  Salomon Inc                                   71, 103, 105,
Chrysler Corporation. . . . . . . . . . . .. 56, 57
                                                                                             110, 114, 115, 117, 118,
Citicorp .... . . . . . . . . . . . . . . . . . . . . .     130                                                  134-136, 154
The Coca-Cola Company                               6, 30, 32,    Scott & Fetzer Company (Scott
                                                                    Fetzer)                                                59-60,
                     74-77, 90, 91, 92, 169, 179
                                                                                                                   181-87, 193
Consolidated Edison. . . . . . . . . . . . . .              124
                                                                  Sears... ..              . .. .        .. .                  91
Dart Industries. . . . . . . . . . . . . . . . . . .        142
                                                                  See's Candies. . . . . . .. 58, 76, 79, 90, 141,
The Walt Disney Company. . . . . . .. 6, 179                                                   173-175,179,179,186
Diversified Retailing                                   94,140    Southwest Airlines                                          112
Dow Jones.....                        . .. 41, 118,208            Sunbeam........................                                9
                                                                  Standard Brands                                             142
Exxon...........................                            129
                                                                  Teledyne                                                    139
Fechheimer Brothers Co.                                      64
                                                                  Texaco..........................                            129
Federal Home Loan Mortgage
                                                                  U.S. Postal Service..                  .. . .. . .. .        51
   Corp. ("Freddie Mac")                                      6
                                                                  USAir.                                         110-115, 154
First Empire . . . .. . . .. . . . . . . . .. . . .         117   Virgin Atlantic Airways. . . . . . . . . . .                113
Ford Motor Co. . . . . . . . . . . . . . . . . . .           82   Wachovia Corp. . . ... ... .. . ... ... .                   146
GEICO Corporation                            6, 35, 79, 83,       The Washington Post Company. . . .                            6,
                                                                                        63, 76, 79, 83, 84, 88, 200,
                         84, 88, 95, 178, 179, 202
                                                                                                                              202
General Electric Co.. . . . . . . . . . . .. 82, 133
                                                                  Waumbec Mills                                                45
General Motors Co                                       91, 129
                                                                  Wells Fargo & Company. . . . . . . . .. 6, 32,
The Gillette Company . . . . . . . .. 6, 30, 77,                                                                     97-99, 179
               91,92, 110, 114-116, 154, 179                      Wesco Financial Corporation .... 97,102,
                                                                                                               150, 151, 166
Graham-Newman Corp                                13, 15, 67,
                                                                  Wrigley.........................                             77
                                                             72
H.H. Brown Shoe
   Company. . . . . . . . . . . . . . . .. 61, 76, 153
Henderson Brothers, Inc.                             122, 123
Hershey Foods.... ..                            .            41
Hochschild, Kohn .. . . . . . . . . . . . . . .              95
IBM                                                      91,98
J.P. Morgan                                                 130

                                                             215
                                               INDEX OF NAMES


Allen, Woody. . . . . . . . . . . . . . . . . .. 46, 100          Maguire, Jim                       " 17, 122, 123, 131
Benchley, Robert                                             93   Marx, Karl                                                      45
Berra, Yogi                                             71, 140   Mason, Jackie. . . . . . . . . . . . . . . . . . . .           109
Boesky, Ivan. . . . . . . . . . . . . . . . . . . . .        68   Medlin, John. .. . .. . .. .. .. .. .. .. . .                  146
                                                                  Methuselah                                           " 26, 211
Branson, Richard                                            113
                                                                  Milken, Michael. . . . . . . . . . .. 17, 102, 103
Buffett, Howard. . . . . . . . . . . . . . . . . .           42
                                                                  Mockler, Colman, Jr. ... . . . . . . . . . .                   110
Buffett, Susan                      30, 41, 42, 72, 210
                                                                  Morrison, Garry. . . . . . . . . . . . . . . . .. 44, 45
Burke, Dan                            ,. 83,87,88,97
                                                                  Murphy, Tom                           83,87,88,97,139
Candler, Asa                                                 91
                                                                  Nicklaus, Jack. . . . . . . . . . . . . . . . . . . .           42
Carnegie, Andrew. . . . . . . . . . . . . . . .              83
                                                                  Noah............................                               139
Chace, Ken. . . . . . . . . . . . . . . . . . . . . .        44
                                                                  O'Hara, Scarlett. . . . . . . . . . . . . . . . . .            106
Chace, Malcolm, Jr.                                         121
                                                                  Ogilvy, David                                               42, 66
Churchill, Winston                                      66, 116
                                                                  Okun, Arthur. . . . . . . . . . . . . . . . . . . .            170
Colodny, Ed                                  110, 113, 115
                                                                  Palmer, Arnold..................                                42
Comte, Auguste. . . . . . . . . . . . . . . . . .            45
                                                                  Pritzker, Jay                                               67, 71
DeVoe, Ray.....................                              72
                                                                  Reagan, Ronald. . . . . . . . . . . . . . . . . .               61
Dodd, David L. . . . . . . . . . . . . . .. 5, 12, 26
                                                                  Reichardt, Carl                                             97, 98
Drucker, Peter. . . . . . . . . . . . . . . . . . .         152
                                                                  Russell, Bertrand. . . . . . . . . . . . . . . . .             100
Dunlap, Al                                                9,10
                                                                  Sagan, Carl. . . . . . . . . . . . . . . . . . . .. 53, 207
Fisher, Phil                                             18, 28
                                                                  Santayana, George                                              137
Fitzgerald, Terry                                           136
                                                                  Schey, Ralph                                                59,60
Franklin, Benjamin                                      53,149
                                                                  Schofield, Seth. . . . . . . .. 42, 112, 113, 115
Galbraith, Kenneth..                    .. 44, 107, 108
                                                                  Scott, F.C. . . . . . . . . . . . . . . . . . . . . . . .       81
Galileo..........................                            53
                                                                  Scott, Walter, Jr.                                             121
Goizueta, Roberto                                        90, 91
                                                                  Sellers, Peter. . . . . . . . . . . . . . . . . . . . .         68
Goldwyn, Samuel                                             154
                                                                  Sigler, Andy.....................                              110
Graham, Benjamin                                      5,7, 12,
                                                                  Simmons, Dick. . . . . . . . . . . . . . . . . . .              83
                 15,17,22,26,37,63,64,73,
                      76, 87, 101, 159, 168, 190,                 Simpson, Lou . . . . . . . . . . . . . . . . . . . .            83
                                                            206   Singleton, Henry . . . . . . . . . . . . . . . . .             139
Graham, Kay                                              74,83    Smith, Adam                                                45, 130
Gretzky, Wayne. . . . . . . . . . . . . . . . . .           145   Snyder, Bill. . .. . .. . .. . . .. . .. . .. . .               83
Gutfreund, John. . . . . . . . . . . . . . . . . .          110   St. Augustine                                                   53
Hazen, Paul                                                  97   St. Peter. . . . . . . . . . . . . . . . . . . . . . . . .     190
Heider, Charlie.... .                         .       .     136   Stein, Herb . . . . . . . . . . . . . . . . . . . . . .         72
Heineman, Ben . . . . . . . . . . . . . . . . . .           139   Stengel, Casey                                                 209
Henderson, William Thomas                                   122   Stewart, Potter. . . . . . . . . . . . . . . . . . .            77
Hoskins, Ed                                           115, 150    Taylor, Myron C. . . . . . . . . . . . . . . . . .             159
Ivester, Doug.                        .               .      90   Twain, Mark. . . .. .                    ... .         ..       14
Johnson, Samuel                                              47   Unruh, Jesse. ...              .       . .. . ..               108
Jordan, Michael..................                            90   Van Winkle, Rip . .. . . .. . .. .. .                     56, 195
Kelleher, Herb. . . . . . . . . . . . . . . . . . .         112   Vesco, Robert....................                              147
Keough, Don .... . . . . . . . . . . . . . . . .             90   Watson, Thomas J., Sr.. . . . . . . . . . . .                   98
Keynes, John Maynard. .. 14, 81, 171, 185                         West, Mae                                                   79,95
Kiewit, Peter. . . . . . . . . . . . . . . . . . . . .      121   Williams, John Burr . . . . . . . . . . . . . .                 86
Li'l Abner. . . . . . . . . . . . . . . . . . . . . . .     205   Williams, Ted . .. .. .. . . .. . .. . . .. . .                208
Lincoln, Abraham................                            198   Wilmers, Bob .. . .. . . .. . .. . .. . .. . .                 117
Lowenstein, Lou. ..                           .       .     149   Wolf, Stephen. . . . . . . . . . . . . . . . . . . .           114
Lynch, Peter                                             74,77    Zaban, Erwin . . . . . . . . . . . . . . . . . . . .           139

                                                             217
                        CONCEPT GLOSSARY

Cigar Butt Investing. A foolish method of investing akin to taking
the last puff on a cigar, it is the purchase of a stock at a sufficiently
low price that there will be some short-term hiccup to produce a
profit, even though the business' long-term performance may be
terrible. See Part ILF.
Dividend Test. Retention of earnings is only justified if each dollar
retained produces at least a one dollar increase in per share market
value. See Part IILC.
Double-Barreled Acquisition Style. A sensible acquisition policy
of buying either 100% of businesses in negotiated acquisitions or
less than 100% of businesses in stock market purchases. See Part
LA.
Institutional Imperative. A pervasive force in organizations that
leads to irrational business decisions from resistance to change, ab-
sorption of corporate funds in suboptimal projects or acquisitions,
indulgence of the cravings of senior executives, and mindless imi-
tiation of peer companies. See Part II.F.
Intrinsic Value. A hard-to-calculate but crucial measure of busi-
ness value equal to the discounted present value of the cash that
can be taken out of a business during its remaining life. See Part
V.E.
Look-through Earnings. As an alternative to GAAP accounting
rules governing investments in marketable securities of the inves-
tee less than 20%, this measures the investor's economic perform-
ance in part based on the investor's percentage interest of the
investee's undistributed earnings (after an incremental reduction
for income taxes). See Part V.B.
Margin-of-Safety. Probably the single most important principle of
sound and successful investing, Ben Graham's principle says not to
purchase a security unless the price being paid is substantially
lower than the value being delivered. See Part ILD.
Mr. Market. Ben Graham's allegory for the overall stock market, a
moody manic-depressive where price and value diverge, making
superior intelligent investing possible. See Part ILA.
Owner Earnings. A better measure of economic performance than
cash flow or GAAP earnings affected by purchase accounting ad-
justments, equal to (a) operating earnings plus (b) depreciation
and other non-cash charges minus (c) required reinvestment in a
business to maintain present competitive position and unit volume.
See Part V.D.

                                  219

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