Warren Buffett on Capital Allocation

BERKSHIRE HATHAWAY INC. To the Shareholders of Berkshire Hathaway Inc.: This letter comes to you as part of Berkshire’s annual report. As a public company, we are required to periodically tell you many specific facts and figures. “Report,” however, implies a greater responsibility. In addition to the mandated data, we believe we owe you additional commentary about what you own and how we think. Our goal is to communicate with you in a manner that we would wish you to use if our positions were reversed – that is, if you were Berkshire’s CEO while I and my family were passive investors, trusting you with our savings. This approach leads us to an annual recitation of both good and bad developments at the many businesses you indirectly own through your Berkshire shares. When discussing problems at specific subsidiaries, we do, however, try to follow the advice Tom Murphy gave to me 60 years ago: “praise by name, criticize by category.” Mistakes – Yes, We Make Them at Berkshire Sometimes I’ve made mistakes in assessing the future economics of a business I’ve purchased for Berkshire – each a case of capital allocation gone wrong. That happens with both judgments about marketable equities – we view these as partial ownership of businesses – and the 100% acquisitions of companies. At other times, I’ve made mistakes when assessing the abilities or fidelity of the managers Berkshire is hiring.

Tim Cook opened the December 2023 quarter review by reporting revenue of $119.6 billion, up two percent year over year, and an all-time revenue record for the Services franchise. Management told the call that iPhone revenue had set a December-quarter record of approximately $69.7 billion on the strength of the iPhone 15 launch and that the installed base across all product categories had reached a new all-time high, with each geographic segment setting a new record. CFO Luca Maestri walked analysts through the gross-margin expansion to approximately forty-six percent, attributing roughly 130 basis points of the year-over-year gain to the services mix shift and the balance to favourable commodity and freight costs. He flagged that the Company had returned nearly $27 billion to shareholders during the quarter and that the board had authorized an additional $90 billion share repurchase program, signalling that the long-stated net-cash-neutral goal remained the framing for capital allocation. On the Q&A, an analyst asked Cook whether generative artificial intelligence would change Apple's competitive position in smartphones. Cook responded that Apple had been working on AI across products for years, that the on-device neural engine shipped in hundreds of millions of devices was a structural advantage and that the Company would continue to deploy AI responsibly with privacy as a differentiator. He also highlighted the imminent launch of Apple Vision Pro as a generational category creation rather than a single-product launch. The call closed with a forward revenue guide for the March quarter of approximately $90 billion, signalling a return to year-over-year revenue growth, and with management reiterating the commitment to invest aggressively in research and development while continuing to return essentially all of the operating free cash flow to shareholders.

Note one crucial factor allowing this record-shattering payment: Berkshire shareholders during the same 1965-2024 period received only one cash dividend. On January 3, 1967, we disbursed our sole payment – $101,755 or 10¢ per A share. (I can’t remember why I suggested this action to Berkshire’s board of directors. Now it seems like a bad dream.) For sixty years, Berkshire shareholders endorsed continuous reinvestment and that enabled the company to build its taxable income. Cash income-tax payments to the U.S. Treasury, miniscule in the first decade, now aggregate more than $101 billion . . . and counting. * * * * * * * * * * * * Huge numbers can be hard to visualize. Let me recast the $26.8 billion that we paid last year. If Berkshire had sent the Treasury a $1 million check every 20 minutes throughout all of 2024 – visualize 366 days and nights because 2024 was a leap year – we still would have owed the federal government a significant sum at yearend. Indeed, it would be well into January before the Treasury would tell us that we could take a short breather, get some sleep, and prepare for our 2025 tax payments. Where Your Money Is Berkshire’s equity activity is ambidextrous. In one hand we own control of many businesses, holding at least 80% of the investee’s shares. Generally, we own 100%. These 189 subsidiaries have similarities to marketable common stocks but are far from identical.

True, our country in its infancy sometimes borrowed abroad to supplement our own savings. But, concurrently, we needed many Americans to consistently save and then needed those savers or other Americans to wisely deploy the capital thus made available. If America had consumed all that it produced, the country would have been spinning its wheels. The American process has not always been pretty – our country has forever had many scoundrels and promoters who seek to take advantage of those who mistakenly trust them with their savings. But even with such malfeasance – which remains in full force today – and also much deployment of capital that eventually floundered because of brutal competition or disruptive innovation, the savings of Americans has delivered a quantity and quality of output beyond the dreams of any colonist. From a base of only four million people – and despite a brutal internal war early on, pitting one American against another – America changed the world in the blink of a celestial eye. * * * * * * * * * * * * In a very minor way, Berkshire shareholders have participated in the American miracle by foregoing dividends, thereby electing to reinvest rather than consume. Originally, this reinvestment was tiny, almost meaningless, but over time, it mushroomed, reflecting the mixture of a sustained culture of savings, combined with the magic of long-term compounding. Berkshire’s activities now impact all corners of our country. And we are not finished.

Chairman and CEO Stephen Squeri opened the Q4 2023 review by reporting full-year revenues net of interest expense of $60.5 billion, up fourteen percent year over year, and earnings per share of $10.60. Management told the call that billed business grew ten percent on a currency-neutral basis, with the premium-cohort Cards - the Platinum, the Gold and the Business Platinum - growing billings at high-single-digit to low-double-digit rates despite the macroeconomic softness that emerged in the back half of the year. CFO Jeff Campbell walked analysts through the credit metrics, acknowledging that write-offs on the Card Member loans portfolio had normalised upward from the unsustainably low levels of 2021 and 2022 to a level roughly in line with the 2019 baseline. He flagged that the Company had built approximately $1.2 billion of incremental reserves during the year under the CECL regime, but that the underlying delinquency drift had been concentrated in the small-business and consumer credit-card segments rather than in the premium proprietary franchise. On the Q&A, analysts pressed on whether the credit normalisation implied that the premium customer was finally showing signs of stress. Squeri responded that the high-spend proprietary Cards had continued to grow billings faster than the Company average, that the FICO profile of the new accounts being acquired was actually higher than the existing book and that the underwriting discipline installed after the 2008 cycle had held up through the rate-shock environment. He also reiterated the long-term revenue growth algorithm of ten percent plus and the mid-teens earnings growth algorithm, anchored on the durability of the network and the premium proprietary franchise. The call closed with management introducing 2024 guidance of earnings per share between $12.80 and $13.80, framed as the midpoint of the long-term algorithm, and signalling that the Company intended to return roughly 100 percent of operating free cash flow to shareholders through the cycle.

CEO Mike Wirth opened the Q4 2023 review against the backdrop of the October announcement of the all-stock acquisition of Hess Corporation, including the Hess interest in the Guyana Stabroek block co-owned with ExxonMobil. Management told the call that the Company had returned a record $26.3 billion to shareholders during the year, including $16.3 billion of share repurchases and approximately $10 billion of dividends, and that the Board had authorized a $75 billion increase to the share repurchase program, with the intent to execute the program at the top of the targeted $20 billion annual range through 2024. CFO Pierre Breber walked analysts through the Hess transaction framework, indicating that the deal would close in the first half of 2024 subject to regulatory clearances, that the structure was all-stock to preserve the balance sheet and the capital return trajectory and that the synergy opportunities were concentrated in the Permian and the Bakken portfolios. He flagged that the Guyana Stabroek interest being acquired was the strategic centrepiece of the transaction, with a multi-decade production growth profile from the resource base already discovered. On the Q&A, analysts pressed on whether the all-stock structure implied that the Company viewed its own shares as overvalued. Wirth responded that the all-stock structure reflected the Company's preference for preserving the balance sheet capacity to fund the long-cycle project portfolio and the capital return trajectory simultaneously, and that the share repurchase pace would be maintained through the closing of the transaction. He also pushed back on the framing of the deal as a bet on crude prices, arguing that the Guyana resource base had been de-risked through the exploration and appraisal program and that the unit economics of the Stabroek block were among the most attractive in the global upstream portfolio. The call closed with management reaffirming the long-term framework of three percent annual production growth through 2027, anchored on the Permian unconventional, the Gulf of Mexico deepwater and the Guyana interest, and with the Company committing to maintain the multi-decade trajectory of dividend growth and to continue the share repurchase pace through the cycle.

Buffett opened the 2023 annual meeting against the backdrop of a first quarter that had produced operating earnings of approximately $8.1 billion and a reported cash position of approximately $130 billion, an all-time record. Buffett and Munger told shareholders that the Company had bought an additional approximately $12 billion of equity holdings during the quarter, including the disclosure of stakes in Capital One Financial and additional positions in the existing financial services and energy portfolios. Buffett walked shareholders through the broader context of the March 2023 regional banking crisis, including the failure of Silicon Valley Bank and Signature Bank and the deposit migration to the money-centre banks. He argued that the regulatory response of guaranteeing all deposits at the failed institutions had been necessary to prevent a broader contagion but that the underlying incentive structure that had created the vulnerability, including the unrealised losses on the held-to-maturity bond portfolios of the regional banks, remained unresolved. Buffett also acknowledged the partial sale of additional BYD H-shares during the quarter, framing it as continued position-size discipline. On the Q&A, shareholders pressed on whether the size of the cash position implied that the opportunity set in the equity market was narrow. Buffett responded that the cash was a by-product of the willingness to wait for attractive opportunities rather than a deliberate accumulation, and that the recent deployment pace demonstrated the willingness to act when the market presented. Munger added that the discipline of waiting for fat pitches had been the central advantage of the Berkshire structure for decades and that the willingness to carry large cash positions through extended periods of low deployment had been the price of the long-term outperformance. Buffett also defended the increased concentration of the portfolio in Apple, arguing that the underlying franchise met the test of a wonderful company at a fair price and that the position size reflected that assessment. The meeting closed with Buffett and Munger reiterating the long-term framework of compounding intrinsic value per share, anchored on the insurance float, the wholly-owned operating businesses, the concentrated long-term equity portfolio and the discipline of carrying large cash reserves through extended periods of low deployment, and with Munger delivering what would prove to be his final set of public remarks at a Berkshire annual meeting before his death in November 2023.

Moynihan opened the Q4 2023 review by reporting full-year net income of $26.2 billion and a return on tangible common equity of approximately fifteen percent, with the fourth quarter adjusted net income of $7.1 billion representing the strongest quarter of the year. Management told the call that the consumer deposit franchise had continued to grow despite the regional bank deposit migration that had followed the Silicon Valley Bank and Signature Bank failures in March, and that the Bank had absorbed the FDIC special assessment without breaching the operating earnings power. CFO Alastair Borthwick walked analysts through the net interest income trajectory, indicating that the rate-driven tailwind had stabilised during the quarter and that the outlook for 2024 net interest income saw modest sequential declines as the asset sensitivity of the balance sheet normalised. He flagged that trading revenue had been the second-highest fourth quarter in the Bank's history, that the wealth management franchise had produced positive operating leverage and that the Bank had returned approximately $24 billion of capital to shareholders during the year, including a roughly eight percent increase in the common dividend and a meaningful share repurchase activity authorised under the 2023 CCAR cycle. On the Q&A, analysts pressed on whether the deposit migration that had moved from the regional banks to the money-centre banks during the spring had stabilised or was continuing. Moynihan responded that the deposit balances had stabilised through the back half of 2023, that the uninsured deposit base had been broadly retained and that the Bank was continuing to grow primary consumer checking accounts at mid-single-digit rates. He also pushed back on the suggestion that the net interest income trajectory into 2024 implied a structural compression of the earnings power, arguing that the wealth management and investment banking franchises were positioned to offset the decline in asset sensitivity over the cycle. The call closed with management reaffirming the long-term operating framework of mid-teens return on tangible common equity, positive operating leverage and a return of essentially all of the operating earnings power to shareholders subject to the CCAR cycle, and with the Bank committing to step up the share repurchase pace during 2024 as the CET1 ratio moved through the targeted operating range.

CEO Charlie Scharf opened the Q4 2023 review against the backdrop of a multi-year transformation that had produced the third consecutive year of operating expense reduction in absolute dollar terms and had moved the Common Equity Tier 1 ratio above eleven percent on a standardized basis. Management told the call that the Company had repurchased approximately $17 billion of common stock during 2023, had increased the common dividend by approximately sixteen percent and that the Federal Reserve had not objected to the 2023 capital plan authorising an incremental buyback program. CFO Mike Santomassimo walked analysts through the net interest income trajectory, indicating that the rate-driven tailwind was moderating as the asset sensitivity normalised and that the outlook for 2024 saw modest sequential declines in net interest income, partially offset by the operating leverage from the expense reduction and by the contribution from the credit card and the investment banking franchises. He flagged that the asset quality metrics remained within the historical range and that the credit loss provisions taken during the year were consistent with the long-run normalisation trajectory rather than with a cycle deterioration. On the Q&A, analysts pressed on whether the asset cap would be lifted in 2024. Scharf responded that the regulatory work was ongoing, that the Company had made material progress on the consent order remediation and that the asset cap was ultimately at the discretion of the Federal Reserve. He also pushed back on the suggestion that the franchise's growth potential was structurally limited by the asset cap, arguing that the operating leverage achieved under the constraint had actually positioned the Company for faster growth once the cap was lifted and that the credit card, investment banking and wealth management franchises had been the principal beneficiaries of the repositioning. The call closed with management reiterating the long-term framework of positive operating leverage, mid-teens return on tangible common equity and a return of essentially all of the operating earnings power to shareholders, and committing to continue the share repurchase pace through the cycle as the regulatory environment normalised.

Buffett opened the 2022 annual meeting against the backdrop of a first quarter in which Berkshire had deployed approximately $51 billion of cash into the equity market, including the disclosure of a 14.6 percent stake in Occidental Petroleum and the material build-out of the Chevron position to approximately $26 billion. Buffett and Munger told shareholders that the energy sector deployments reflected the underlying unit economics of the Permian unconventional resource base and the discipline of the Chevron capital allocation framework, and that the Occidental stake reflected the structural value of the underlying Permian resource base plus the optionality on the preferred shares acquired in 2019. Buffett walked shareholders through the partial reduction in the BYD position, indicating that Berkshire had sold approximately 5 million BYD H-shares during August at approximately HK$277 per share, while continuing to hold the bulk of the 225 million shares acquired in 2008. He framed the partial reduction as the natural outcome of position-size discipline after a position that had grown from the original $232 million cost basis to a market value in the multiple billions of dollars, while continuing to express admiration for the BYD management and the long-term trajectory of the Chinese EV industry. Munger, who had championed the original BYD investment, declined to add detail beyond defending the underlying franchise. On the Q&A, shareholders pressed on whether the energy sector deployments represented a fundamental shift in Berkshire's sectoral concentration. Buffett responded that the deployments reflected the underlying unit economics and the capital allocation discipline of the specific companies rather than a thematic bet on the energy sector, and that the long-term equity portfolio continued to be anchored on the consumer brand and the financial services franchises that had defined it for decades. Munger added that the energy sector was one of the few sectors where the underlying business economics and the capital allocation discipline of the specific companies were both attractive at the prevailing prices. The meeting closed with Buffett and Munger reiterating the long-term framework of compounding intrinsic value per share, anchored on the insurance float, the wholly-owned operating businesses, the concentrated long-term equity portfolio and the willingness to deploy large amounts of capital rapidly when the market presented attractive opportunities.

First, we invest in businesses that we control, usually buying 100% of each. Berkshire directs capital allocation at these subsidiaries and selects the CEOs who make day-by-day operating decisions. When large enterprises are being managed, both trust and rules are essential. Berkshire emphasizes the former to an unusual – some would say extreme – degree. Disappointments are inevitable. We are understanding about business mistakes; our tolerance for personal misconduct is zero. In our second category of ownership, we buy publicly-traded stocks through which we passively own pieces of businesses. Holding these investments, we have no say in management.

Coupling reinvestment of earnings with the power of compounding worked its magic, and shareholders prospered. Berkshire’s owners, it should be noted, were not the only beneficiary of that course correction. Their “silent partner,” the U.S. Treasury, proceeded to collect many tens of billions of dollars from the company in income tax payments. Remember the $100 daily? Now, Berkshire pays roughly $9 million daily to the Treasury.

Moynihan opened the Q2 2020 review by reporting net income of $3.5 billion despite absorbing roughly $4.2 billion of incremental credit loss provisions under the CECL accounting regime. Management told the call that the consumer deposit franchise had grown balances by more than twenty percent year over year, that the Paycheck Protection Program originations had reached approximately $32 billion across roughly 300,000 small-business borrowers and that the trading business had reported the highest quarterly revenue in nearly a decade on the volatility surge in March and April. CFO Paul Donofrio walked analysts through the reserve build, explaining that approximately $2.5 billion of the provision had been driven by the macroeconomic forecast adjustments under CECL rather than by actual delinquency migration. He flagged that net charge-offs had remained below pre-pandemic run-rate levels, that the loan deferral balances in the consumer and commercial books were beginning to roll off and that the Bank had continued to hold capital well above the regulatory minima, allowing the common dividend to be maintained even while share repurchases had been suspended. On the Q&A, analysts pressed on whether the Bank would need to build reserves further through the back half. Moynihan responded that the second-quarter build had been sized to reflect a macroeconomic baseline consistent with the consensus forecast and that subsequent builds would depend on whether the actual delinquency migration tracked the forecast. He also defended the decision to maintain the dividend, arguing that the Bank's earnings power through the cycle supported the distribution and that the Federal Reserve's guidance to suspend buybacks was the more meaningful constraint on capital return during the year. The call closed with management framing the next phase as a measured resumption of capital return subject to Federal Reserve guidance, while continuing to invest in the consumer mobile banking platform that had seen login activity grow more than twenty percent during the quarter and to support the broader Federal Reserve lending facilities as the standing balance sheet permitted.

Buffett wrote that Berkshire's resilience during the pandemic came from the diversity of its non-insurance operating businesses, each of which had its own demand cycle but whose aggregate cash flow was durable across most scenarios. He argued that the lesson of the period was the value of owning businesses whose balance sheets and cash flows could absorb shocks without requiring external capital, and that Berkshire's conservative capital structure was itself a competitive advantage in a crisis.

On resilience and the value of a conservative balance sheet.

Buffett opened the 2020 annual meeting in an empty Omaha arena, with Charlie Munger absent in person and the meeting conducted by video link against the backdrop of the COVID-driven market collapse of March 2020. Buffett told shareholders that Berkshire had deployed approximately $5 billion into the public equity market during the March collapse, had sold off approximately $4 billion of equity holdings to fund the deployment and had taken a $9.8 billion writedown on the Kraft Heinz investment reflecting the structural pressure on the packaged-food franchise. Buffett walked shareholders through the broader context, acknowledging that the COVID-driven collapse in airline demand had led Berkshire to sell the entirety of its airline equity positions - the holdings in Delta, United, American and Southwest - during April. He framed the airline sale as a recognition that the underlying business model had been changed by the pandemic in ways that were not yet visible, and that the disciplined response was to exit rather than to attempt to time a recovery that he had no edge in forecasting. On the Q&A, shareholders pressed on whether Berkshire should be deploying more aggressively into the post-COVID collapse. Buffett responded that Berkshire had not seen opportunities at the scale and the terms available in 2008, that the Federal Reserve's rapid intervention had effectively crowded out the natural buyers of crisis capital and that the Company would continue to carry a very large cash position until attractive opportunities emerged. He also defended the decision to sell the airline positions, arguing that the underlying industry economics had been structurally weak for the entire history of commercial aviation and that the pandemic had crystallised the structural disadvantage. The meeting closed with Buffett reiterating the long-term framework of compounding intrinsic value per share, anchored on the insurance float, the wholly-owned operating businesses and the discipline of carrying large cash reserves through bull markets to deploy through panics, and signalling that the succession planning for the CEO role was being executed against the long-stated plan with Greg Abel as the designated successor.

CEO Michael Wirth opened the Q2 2020 review against the backdrop of the COVID-driven collapse in global oil demand during the second quarter, when WTI crude briefly traded at negative $37 per barrel in April. Management told the call that the Company had cut the 2020 capital program by approximately twenty percent to roughly $14 billion and that the operating expense run-rate had been reduced by approximately $1.4 billion on an annualised basis, while the common dividend had been raised for the thirty-third consecutive year. CFO Pierre Breber walked analysts through the capital allocation framework, indicating that the Company intended to defend the dividend through the downturn without issuing equity, fund the reduced capital program from operating cash flow and the balance sheet, and use the asset divestiture program to bridge the gap. He flagged that the Company's balance sheet had been built deliberately for environments like the COVID-driven collapse, with net debt at the bottom of the peer group range coming into the downturn. On the Q&A, analysts pressed on whether the Company would consider cutting the dividend as several peers had signalled. Wirth responded that the Company had committed to the dividend through the cycle and that the long-cycle project portfolio entering service through 2021 and 2022, especially the Permian unconventional and the Gulf of Mexico deepwater projects, would provide the cash flow growth to support the trajectory of dividend growth. He also pushed back on the suggestion that the Permian unconventional growth ambition should be moderated, arguing that the Company's position in the basin was the structural driver of long-term production growth. The call closed with management reaffirming the long-term framework of between three and four percent annual production growth into the mid-decade, anchored on the Permian unconventional, the Gulf of Mexico deepwater and the recently acquired Noble Energy portfolio in the Eastern Mediterranean, and committing to return essentially all of the operating cash flow net of capex to shareholders through the cycle once the price environment normalised.

As I’ve emphasized many times, Charlie and I view Berkshire’s holdings of marketable stocks – at yearend worth $281 billion – as a collection of businesses. We don’t control the operations of those companies, but we do share proportionately in their long-term prosperity. From an accounting standpoint, however, our portion of their earnings is not included in Berkshire’s income. Instead, only what these investees pay us in dividends is recorded on our books. Under GAAP, the huge sums that investees retain on our behalf become invisible. What’s out of sight, however, should not be out of mind: Those unrecorded retained earnings are usually building value – lots of value – for Berkshire. Investees use the withheld funds to expand their business, make acquisitions, pay off debt and, often, to repurchase their stock (an act that increases our share of their future earnings). As we pointed out in these pages last year, retained earnings have propelled American business throughout our country’s history. What worked for Carnegie and Rockefeller has, over the years, worked its magic for millions of shareholders as well. Of course, some of our investees will disappoint, adding little, if anything, to the value of their company by retaining earnings. But others will over-deliver, a few spectacularly.

Berkshire’s 2018 and 2019 years glaringly illustrate the argument we have with the new rule. In 2018, a down year for the stock market, our net unrealized gains decreased by $20.6 billion, and we therefore reported GAAP earnings of only $4 billion. In 2019, rising stock prices increased net unrealized gains by the aforementioned $53.7 billion, pushing GAAP earnings to the $81.4 billion reported at the beginning of this letter. Those market gyrations led to a crazy 1,900% increase in GAAP earnings! Meanwhile, in what we might call the real world, as opposed to accounting-land, Berkshire’s equity holdings averaged about $200 billion during the two years, and the intrinsic value of the stocks we own grew steadily and substantially throughout the period. Charlie and I urge you to focus on operating earnings – which were little changed in 2019 – and to ignore both quarterly and annual gains or losses from investments, whether these are realized or unrealized. Our advising that in no way diminishes the importance of these investments to Berkshire. Over time, Charlie and I expect our equity holdings – as a group – to deliver major gains, albeit in an unpredictable and highly irregular manner. To see why we are optimistic, move on to the next discussion. The Power of Retained Earnings In 1924, Edgar Lawrence Smith, an obscure economist and financial advisor, wrote Common Stocks as Long Term Investments, a slim book that changed the investment world.

His book began, therefore, with a confession: “These studies are the record of a failure – the failure of facts to sustain a preconceived theory.” Luckily for investors, that failure led Smith to think more deeply about how stocks should be evaluated. For the crux of Smith’s insight, I will quote an early reviewer of his book, none other than John Maynard Keynes: “I have kept until last what is perhaps Mr. Smith’s most important, and is certainly his most novel, point. Well-managed industrial companies do not, as a rule, distribute to the shareholders the whole of their earned profits. In good years, if not in all years, they retain a part of their profits and put them back into the business. Thus there is an element of compound interest (Keynes’ italics) operating in favour of a sound industrial investment. Over a period of years, the real value of the property of a sound industrial is increasing at compound interest, quite apart from the dividends paid out to the shareholders.” And with that sprinkling of holy water, Smith was no longer obscure. It’s difficult to understand why retained earnings were unappreciated by investors before Smith’s book was published. After all, it was no secret that mind-boggling wealth had earlier been amassed by such titans as Carnegie, Rockefeller and Ford, all of whom had retained a huge portion of their business earnings to fund growth and produce ever-greater profits.

Throughout America, also, there had long been small-time capitalists who became rich following the same playbook. Nevertheless, when business ownership was sliced into small pieces – “stocks” – buyers in the pre-Smith years usually thought of their shares as a short-term gamble on market movements. Even at their best, stocks were considered speculations. Gentlemen preferred bonds. Though investors were slow to wise up, the math of retaining and reinvesting earnings is now well understood. Today, school children learn what Keynes termed “novel”: combining savings with compound interest works wonders. * * * * * * * * * * * * At Berkshire, Charlie and I have long focused on using retained earnings advantageously. Sometimes this job has been easy – at other times, more than difficult, particularly when we began working with huge and ever- growing sums of money. In our deployment of the funds we retain, we first seek to invest in the many and diverse businesses we already own. During the past decade, Berkshire’s depreciation charges have aggregated $65 billion whereas the company’s internal investments in property, plant and equipment have totaled $121 billion. Reinvestment in productive operational assets will forever remain our top priority. In addition, we constantly seek to buy new businesses that meet three criteria. First, they must earn good returns on the net tangible capital required in their operation. Second, they must be run by able and honest managers.

In our controlled companies, (defined as those in which Berkshire owns more than 50% of the shares), the earnings of each business flow directly into the operating earnings that we report to you. What you see is what you get. In the non-controlled companies, in which we own marketable stocks, only the dividends that Berkshire receives are recorded in the operating earnings we report. The retained earnings? They’re working hard and creating much added value, but not in a way that deposits those gains directly into Berkshire’s reported earnings. At almost all major companies other than Berkshire, investors would not find what we’ll call this “non- recognition of earnings” important. For us, however, it is a standout omission, of a magnitude that we lay out for you below. Here, we list our 10 largest stock-market holdings of businesses. The list distinguishes between their earnings that are reported to you under GAAP accounting – these are the dividends Berkshire receives from those 10 investees – and our share, so to speak, of the earnings the investees retain and put to work. Normally, those companies use retained earnings to expand their business and increase its efficiency. Or sometimes they use those funds to repurchase significant portions of their own stock, an act that enlarges Berkshire’s share of the company’s future earnings. Yearend Ownership Berkshire’s Share (in millions) Company Dividends(1) Retained Earnings(2) American Express 18.7% $ 261 $ 998 Apple 5.

7% 773 2,519 Bank of America 10.7% 682 2,167 Bank of New York Mellon 9.0% 101 288 Coca-Cola 9.3% 640 194 Delta Airlines 11.0% 114 416 J.P. Morgan Chase 1.9% 216 476 Moody’s 13.1% 55 137 U.S. Bancorp 9.7% 251 407 Wells Fargo 8.4% 705 730 Total $3,798 $8,332 (1) Based on current annual rate. (2) Based on 2019 earnings minus common and preferred dividends paid. Obviously, the realized gains we will eventually record from partially owning each of these companies will not neatly correspond to “our” share of their retained earnings. Sometimes, alas, retentions produce nothing. But both logic and our past experience indicate that from the group we will realize capital gains at least equal to – and probably better than – the earnings of ours that they retained. (When we sell shares and realize gains, we will pay income tax on the gain at whatever rate then prevails. Currently, the federal rate is 21%.) It is certain that Berkshire’s rewards from these 10 companies, as well as those from our many other equity holdings, will manifest themselves in a highly irregular manner. Periodically, there will be losses, sometimes company-specific, sometimes linked to stock-market swoons. At other times – last year was one of those – our gain will be outsized. Overall, the retained earnings of our investees are certain to be of major importance in the growth of Berkshire’s value. Mr. Smith got it right.

Tim Cook opened the September 2018 quarter review by reporting annual revenue of $265.6 billion and the highest full-year gross margin in Apple's history. Management highlighted that services revenue had crossed $37 billion for the year and was tracking toward the announced 2016 goal of doubling its 2016 size by 2020, and that the App Store, Apple Music, iCloud and the AppleCare warranty franchise were each individually the size of a Fortune 150 company on a stand-alone basis. CFO Luca Maestri walked analysts through the gross-margin expansion to approximately thirty-eight percent for the year, attributing it to the services mix and to favourable commodity costs. He flagged that the capital-return program had reached nearly $240 billion cumulatively since 2012, that the Company had completed the $210 billion share-repurchase authorization and that the board had authorized a new $100 billion buyback program in the prior quarter. On the Q&A, an analyst pressed on whether the Company was approaching the limit of meaningful share repurchases given the cash position. Maestri argued that the goal of reaching net-cash-neutral remained the guiding framework and that the buyback authorization was set on a multi-year horizon, not on a single-year basis. Cook added that the Company's investment in the services franchise should be read as the next leg of the integration moat, with the App Store, Apple Pay, Apple Music and iCloud each reinforcing the value of being inside the Apple ecosystem rather than migrating between platforms. The call closed with a forward revenue guide of approximately $89 to $93 billion for the December quarter, signalling continued iPhone strength, and with management declining to disclose unit shipments going forward, citing the irrelevance of unit volumes relative to the value of the installed base and the ecosystem's monetisation.

CEO Tim Sloan opened the Q4 2018 review against the backdrop of the February 2018 Federal Reserve enforcement action that had capped the Company's total assets at approximately $1.95 trillion until governance and risk management controls were certified as effective. Management told the call that the operating earnings power of the franchise had continued to grow despite the asset cap, that the Federal Reserve had conditionally approved the 2018 capital plan and that the Company had repurchased approximately $4.1 billion of common stock during the fourth quarter under the 2018 CCAR cycle. CFO John Shrewsberry walked analysts through the operating leverage achieved under the asset cap, indicating that net interest income had grown despite the constraint by repositioning the asset side of the balance sheet toward higher-yielding loans and away from lower-yielding securities. He flagged that the expense trajectory had been elevated by the regulatory remediation costs but that the underlying operating expense run-rate would compress once the remediation programs wound down. On the Q&A, analysts pressed on whether the Federal Reserve asset cap would be lifted in 2019. Sloan responded that the Company was executing against the consent order requirements, that an independent third-party review was under way and that the timeline for lifting the cap was ultimately at the discretion of the Federal Reserve. He also defended the operating framework, arguing that the asset cap had actually driven better capital allocation discipline by forcing the Company to grow only the highest-returning asset categories and to contract the lower-returning ones. The call closed with management framing 2019 as a transition year of expense discipline, regulatory remediation and selective asset growth, and reiterating the long-term objective of mid-teens return on tangible common equity and a return of essentially all of the operating earnings power to shareholders through the cycle.

That’s because our forest contains five “groves” of major importance, each of which can be appraised, with reasonable accuracy, in its entirety. Four of those groves are differentiated clusters of businesses and financial assets that are easy to understand. The fifth – our huge and diverse insurance operation – delivers great value to Berkshire in a less obvious manner, one I will explain later in this letter. Before we look more closely at the first four groves, let me remind you of our prime goal in the deployment of your capital: to buy ably-managed businesses, in whole or part, that possess favorable and durable economic characteristics. We also need to make these purchases at sensible prices. Sometimes we can buy control of companies that meet our tests. Far more often, we find the attributes we seek in publicly-traded businesses, in which we normally acquire a 5% to 10% interest. Our two-pronged approach to huge-scale capital allocation is rare in corporate America and, at times, gives us an important advantage. In recent years, the sensible course for us to follow has been clear: Many stocks have offered far more for our money than we could obtain by purchasing businesses in their entirety. That disparity led us to buy about $43 billion of marketable equities last year, while selling only $19 billion. Charlie and I believe the companies in which we invested offered excellent value, far exceeding that available in takeover transactions.

Berkshire’s runner-up grove by value is its collection of equities, typically involving a 5% to 10% ownership position in a very large company. As noted earlier, our equity investments were worth nearly $173 billion at yearend, an amount far above their cost. If the portfolio had been sold at its yearend valuation, federal income tax of about $14.7 billion would have been payable on the gain. In all likelihood, we will hold most of these stocks for a long time. Eventually, however, gains generate taxes at whatever rate prevails at the time of sale. Our investees paid us dividends of $3.8 billion last year, a sum that will increase in 2019. Far more important than the dividends, though, are the huge earnings that are annually retained by these companies. Consider, as an indicator, these figures that cover only our five largest holdings. Yearend Ownership Berkshire’s Share in $ millions of Company Dividends(1) Retained Earnings(2) American Express 17.9% $ 237 $ 997 Apple 5.4% 745 2,502 Bank of America 9.5% 551 2,096 Coca-Cola 9.4% 624 (21) Wells Fargo 9.8% 809 1,263 Total $2,966 $6,837 (1) Based on current annual rate. (2) Based on 2018 earnings minus common and preferred dividends paid. GAAP – which dictates the earnings we report – does not allow us to include the retained earnings of investees in our financial accounts.

But those earnings are of enormous value to us: Over the years, earnings retained by our investees (viewed as a group) have eventually delivered capital gains to Berkshire that totaled more than one dollar for each dollar these companies reinvested for us. All of our major holdings enjoy excellent economics, and most use a portion of their retained earnings to repurchase their shares. We very much like that: If Charlie and I think an investee’s stock is underpriced, we rejoice when management employs some of its earnings to increase Berkshire’s ownership percentage.

” Those skeptical of America’s economic playbook should heed his message. In 1788 – to go back to our starting point – there really wasn’t much here except for a small band of ambitious people and an embryonic governing framework aimed at turning their dreams into reality. Today, the Federal Reserve estimates our household wealth at $108 trillion, an amount almost impossible to comprehend. Remember, earlier in this letter, how I described retained earnings as having been the key to Berkshire’s prosperity? So it has been with America. In the nation’s accounting, the comparable item is labeled “savings.” And save we have. If our forefathers had instead consumed all they produced, there would have been no investment, no productivity gains and no leap in living standards. * * * * * * * * * * * * Charlie and I happily acknowledge that much of Berkshire’s success has simply been a product of what I think should be called The American Tailwind. It is beyond arrogance for American businesses or individuals to boast that they have “done it alone.” The tidy rows of simple white crosses at Normandy should shame those who make such claims. There are also many other countries around the world that have bright futures. About that, we should rejoice: Americans will be both more prosperous and safer if all nations thrive. At Berkshire, we hope to invest significant sums across borders.

Buffett described Apple as a business whose economic characteristics — enormous consumer attachment, high margins on hardware that locked in a services ecosystem, and the capacity to return capital through buybacks — made it attractive even though Berkshire owned only a minority stake. He framed the holding in terms of look-through earnings: Apple's retained earnings, though not distributable to Berkshire, increased Berkshire's share of Apple's future cash flows each year Apple repurchased stock below intrinsic value.

On the logic of the Apple holding and look-through earnings.

That’s the number included in our GAAP figures, as well as in the “operating earnings” we reference in our quarterly and annual reports. That dividend figure, however, far understates the “true” earnings emanating from our stock holdings. For decades, we have stated in Principle 6 of our “Owner-Related Business Principles” (page 19) that we expect undistributed earnings of our investees to deliver us at least equivalent earnings by way of subsequent capital gains. Our recognition of capital gains (and losses) will be lumpy, particularly as we conform with the new GAAP rule requiring us to constantly record unrealized gains or losses in our earnings. I feel confident, however, that the earnings retained by our investees will over time, and with our investees viewed as a group, translate into commensurate capital gains for Berkshire. The connection of value-building to retained earnings that I’ve just described will be impossible to detect in the short term. Stocks surge and swoon, seemingly untethered to any year-to-year buildup in their underlying value. Over time, however, Ben Graham’s oft-quoted maxim proves true: “In the short run, the market is a voting machine; in the long run, however, it becomes a weighing machine.” * * * * * * * * * * * * Berkshire, itself, provides some vivid examples of how price randomness in the short term can obscure long- term growth in value.

After our purchase, however, some very strange things took place in the bond market. By November 2012, our bonds – now with about five years to go before they matured – were selling for 95.7% of their face value. At that price, their annual yield to maturity was less than 1%. Or, to be precise, .88%. Given that pathetic return, our bonds had become a dumb – a really dumb – investment compared to American equities. Over time, the S&P 500 – which mirrors a huge cross-section of American business, appropriately weighted by market value – has earned far more than 10% annually on shareholders’ equity (net worth). In November 2012, as we were considering all this, the cash return from dividends on the S&P 500 was 2 1⁄2 % annually, about triple the yield on our U.S. Treasury bond. These dividend payments were almost certain to grow. Beyond that, huge sums were being retained by the companies comprising the 500. These businesses would use their retained earnings to expand their operations and, frequently, to repurchase their shares as well. Either course would, over time, substantially increase earnings-per-share. And – as has been the case since 1776 – whatever its problems of the minute, the American economy was going to move forward. Presented late in 2012 with the extraordinary valuation mismatch between bonds and equities, Protégé and I agreed to sell the bonds we had bought five years earlier and use the proceeds to buy 11,200 Berkshire “B” shares. The result: Girls Inc.

Protégé and I, meanwhile, leaning neither on research, insights nor brilliance, made only one investment decision during the ten years. We simply decided to sell our bond investment at a price of more than 100 times earnings (95.7 sale price/.88 yield), those being “earnings” that could not increase during the ensuing five years. We made the sale in order to move our money into a single security – Berkshire – that, in turn, owned a diversified group of solid businesses. Fueled by retained earnings, Berkshire’s growth in value was unlikely to be less than 8% annually, even if we were to experience a so-so economy. After that kindergarten-like analysis, Protégé and I made the switch and relaxed, confident that, over time, 8% was certain to beat .88%. By a lot. The Annual Meeting The annual meeting falls on May 5th and will again be webcast by Yahoo!, whose web address is https://finance.yahoo.com/brklivestream. The webcast will go live at 8:45 a.m. Central Daylight Time. Yahoo! will interview directors, managers, stockholders and celebrities before the meeting and during the lunch break. Both the interviews and meeting will be translated simultaneously into Mandarin. Our partnership with Yahoo! began in 2016 and shareholders have responded enthusiastically. Last year, real-time viewership increased 72% to about 3.1 million and replays of short segments totaled 17.1 million. For those attending the meeting in person, the doors at the CenturyLink will open at 7:00 a.m.

They handle all of these business tasks cheerfully and with unbelievable efficiency, making my life easy and pleasant. Their efforts go beyond activities strictly related to Berkshire: Last year, for example, they dealt with the 40 universities (selected from 200 applicants) who sent students to Omaha for a Q&A day with me. They also handle all kinds of requests that I receive, arrange my travel, and even get me hamburgers and French fries (smothered in Heinz ketchup, of course) for lunch. In addition, they cheerfully pitch in to help at the annual meeting in whatever way they are needed. They are proud to work for Berkshire, and I am proud of them. * * * * * * * * * * * * I’ve saved the best for last. Early in 2018, Berkshire’s board elected Ajit Jain and Greg Abel as directors of Berkshire and also designated each as Vice Chairman. Ajit is now responsible for insurance operations, and Greg oversees the rest of our businesses. Charlie and I will focus on investments and capital allocation. You and I are lucky to have Ajit and Greg working for us. Each has been with Berkshire for decades, and Berkshire’s blood flows through their veins. The character of each man matches his talents. And that says it all. Come to Omaha – the cradle of capitalism – on May 5th and meet the Berkshire Bunch. All of us look forward to your visit. February 24, 2018 Warren E. Buffett Chairman of the Board

Moynihan opened the Q4 2016 review by reporting financial results that reflected the immediate aftermath of the November 2016 U.S. presidential election and the corresponding sharp back-up in long-term interest rates. Management told the call that net interest income in the fourth quarter had been the highest in five years, that the deposit franchise had continued to grow at mid-single-digit rates while paying effectively nothing on the marginal deposits and that the trading business had seen its strongest fourth quarter in years on the volatility surge. CFO Paul Donofrio walked analysts through the rate-sensitivity disclosure, indicating that a 100 basis point parallel shift in the yield curve would generate approximately $5.3 billion of incremental net interest income over the following twelve months, with the bulk of the benefit concentrated in the first half. He flagged that the Company had moved its Common Equity Tier 1 ratio above ten percent and that the Federal Reserve had approved a capital plan including an incremental $5 billion share repurchase authorization in the 2016 CCAR cycle. On the Q&A, analysts pressed on whether the Bank would lean into share repurchases given the rate-driven earnings power accreting through 2017. Moynihan responded that the Bank's preference was to return essentially all of the operating earnings power to shareholders subject to the CCAR approval, that the share count had been reduced in absolute terms during 2016 for the first time since the crisis and that the Bank intended to continue the trajectory of buying back stock at a faster pace as the rate-driven net interest income normalised. The call closed with management framing 2017 as a year of operating leverage, with the rate-driven net interest income lift and the expense discipline combining to drive a return on tangible common equity back toward the mid-teens target that had been the multi-year objective of the post-crisis transformation.

CEO Tim Cook opened the September 2016 quarter review by reporting annual revenue of $217 billion and the highest services revenue in Apple's history. Management told the call that the iPhone 7 launch had driven a stronger-than-expected upgrade response in mature markets, and that the App Store had produced record billings during a quarter in which foreign-exchange pressure and macroeconomic softness in Greater China continued to weigh on the reported revenue line. CFO Luca Maestri walked analysts through the gross-margin trajectory, with the September quarter finishing at approximately thirty-eight percent, and flagged that commodity costs, foreign-exchange and a lower-priced iPhone SE were the principal margin headwinds in the near term. He also disclosed that Apple had returned more than $21 billion to shareholders through buybacks and dividends during the fiscal year, in line with the capital-return program announced in 2012 and expanded several times since. On the Q&A, an analyst asked whether the Company viewed services as the next iPhone in terms of scale and margins. Cook argued that the services business was growing on the back of an installed base that had reached an all-time high, that the App Store's gross margin profile was structurally above the Company average and that the services growth trajectory was the most direct read on customer satisfaction across the Apple ecosystem. He also defended the iPhone SE strategy as essential to bringing first-time smartphone buyers into the iOS ecosystem in emerging markets. The call closed with management declining to provide forward unit guidance, instead framing the next-quarter revenue guide of between $76 and $78 billion around the strength of the iPhone 7 family and the continuing services momentum, and reiterating the Company's intent to become net-cash-neutral over time.

Muhtar Kent opened the Q4 2016 call by framing 2016 as the foundational year of the Company's transformation into a total beverage company and a leaner, more refranchised bottler system. Management reported that organic revenue grew five percent for the year with price/mix of three percent, and that the announced transactions to refranchise the Company's largest Company-owned bottling operations in North America, China and South Africa were on track to close during 2017. CFO Kathy Waller walked analysts through the impact of refranchising on the reported revenue and operating income lines, signalling that the transitions would mechanically lower both top-line and operating income from 2017 onward even though they would lift operating margins and return on invested capital. She emphasised that the Company's concentrate-economics business was being preserved and the new capital-light model would generate materially higher cash conversion once the bottling transitions were complete. On the Q&A, analysts probed whether the refranchising strategy reflected structural volume softness in sparkling beverages. Kent pushed back, noting that global sparkling volume had still grown two percent and that the strategy was about capital efficiency rather than category retreat. He pointed to the launch of Coca-Cola Zero Sugar and the doubling of investments in still brands such as Smartwater and AdeS as evidence the Company was following the consumer across categories rather than retreating. The call closed with management introducing a new long-term algorithm framed in terms of organic revenue and operating income growth, explicitly acknowledging that reported revenue would compress in the near term and asking investors to focus on cash generation and return on invested capital as the scorecards during the transition.

It was, nevertheless, a terrible mistake on my part to issue 272,200 shares of Berkshire in buying General Re, an act that increased our outstanding shares by a whopping 21.8%. My error caused Berkshire shareholders to give far more than they received (a practice that – despite the Biblical endorsement – is far from blessed when you are buying businesses). Early in 2000, I atoned for that folly by buying 76% (since grown to 90%) of MidAmerican Energy, a brilliantly-managed utility business that has delivered us many large opportunities to make profitable and socially-useful investments. The MidAmerican cash purchase – I was learning – firmly launched us on our present course of (1) continuing to build our insurance operation; (2) energetically acquiring large and diversified non-insurance businesses and (3) largely making our deals from internally-generated cash. (Today, I would rather prep for a colonoscopy than issue Berkshire shares.) Our portfolio of bonds and stocks, de-emphasized though it is, has continued in the post-1998 period to grow and to deliver us hefty capital gains, interest, and dividends. Those portfolio earnings have provided us major help in financing the purchase of businesses. Though unconventional, Berkshire’s two-pronged approach to capital allocation gives us a real edge.

A few, however – these are serious blunders I made in my job of capital allocation – produce very poor returns. In most cases, I was wrong when I originally sized up the economic characteristics of these companies or the industries in which they operate, and we are now paying the price for my misjudgments. In a couple of instances, I stumbled in assessing either the fidelity or ability of incumbent managers or ones I later put in place. I will commit more errors; you can count on that. Fortunately, Charlie – never bashful – is around to say “no” to my worst ideas. Viewed as a single entity, the companies in the manufacturing, service and retailing group are an excellent business. They employed an average of $24 billion of net tangible assets during 2016 and, despite their holding large quantities of excess cash and carrying very little debt, earned 24% after-tax on that capital. Of course, a business with terrific economics can be a bad investment if it is bought at too high a price. We have paid substantial premiums to net tangible assets for most of our businesses, a cost that is reflected in the large figure we show on our balance sheet for goodwill and other intangibles. Overall, however, we are getting a decent return on the capital we have deployed in this sector.

Chenault opened the Q4 2015 review by reporting full-year revenues net of interest expense of $32.7 billion and earnings per share of $5.64, both up on a constant-currency basis. Management told the call that the proprietary consumer and small-business network had grown both billings and Card Member loans in the mid-teens year over year, and that the renewal of the Costco co-brand portfolio to Citigroup and Visa had been the most consequential strategic decision of the year, framed as a willingness to walk away from a portfolio whose unit economics did not clear the Company's return-on-equity hurdles. CFO Jeff Campbell walked analysts through the $400 million pre-tax restructuring charge taken in the quarter, which had accelerated the Company's transition to digital-first service and marketing. He flagged that more than seventy percent of new accounts were being acquired through digital channels, that mobile was now the largest customer-service channel and that the underlying technology cost-to-serve would compress materially over the following two years. On the Q&A, analysts pressed on whether the Costco decision would produce a multi-year overhang on revenue growth. Chenault defended the decision, arguing that the renewal terms being offered by Costco would have destroyed the marginal economics of the portfolio and that the underlying premium proprietary franchise was growing fast enough to absorb the volume loss. He also signalled that the loss of the JetBlue co-brand to Barclays reflected similar discipline around the minimum acceptable return on the deployed capital in co-brand. The call closed with management reaffirming the long-term algorithm of mid-teens earnings growth, anchored on the durability of the premium proprietary spend franchise, and signalling that 2016 would be a transition year affected by the Costco exit before the proprietary growth re-accelerated in 2017.

8 billion earned in 2015. Without a doubt, Berkshire’s largest unrecorded wealth lies in its insurance business. We’ve spent 48 years building this multi-faceted operation, and it can’t be replicated. ‹ While Charlie and I search for new businesses to buy, our many subsidiaries are regularly making bolt-on acquisitions. Last year we contracted for 29 bolt-ons, scheduled to cost $634 million in aggregate. The cost of these purchases ranged from $300,000 to $143 million. Charlie and I encourage bolt-ons, if they are sensibly-priced. (Most deals offered us most definitely aren’t.) These purchases deploy capital in operations that fit with our existing businesses and that will be managed by our corps of expert managers. That means no additional work for us, yet more earnings for Berkshire, a combination we find highly appealing. We will make many dozens of bolt-on deals in future years.

But make no mistake: The nearly $3 billion of these companies’ earnings we don’t report are every bit as valuable to us as the portion Berkshire records. The earnings our investees retain are often used for repurchases of their own stock – a move that increases Berkshire’s share of future earnings without requiring us to lay out a dime. The retained earnings of these companies also fund business opportunities that usually turn out to be advantageous. All that leads us to expect that the per-share earnings of these four investees, in aggregate, will grow substantially over time. If gains do indeed materialize, dividends to Berkshire will increase and so, too, will our unrealized capital gains. Our flexibility in capital allocation – our willingness to invest large sums passively in non-controlled businesses – gives us a significant edge over companies that limit themselves to acquisitions they will operate. Woody Allen once explained that the advantage of being bi-sexual is that it doubles your chance of finding a date on Saturday night. In like manner – well, not exactly like manner – our appetite for either operating businesses or passive investments doubles our chances of finding sensible uses for Berkshire’s endless gusher of cash. Beyond that, having a huge portfolio of marketable securities gives us a stockpile of funds that can be tapped when an elephant-sized acquisition is offered to us.

Some of this sector’s businesses, measured by earnings on unleveraged net tangible assets, enjoy terrific economics, producing profits that run from 25% after-tax to far more than 100%. Others generate good returns in the area of 12% to 20%. A few, however – these are serious mistakes I made in my job of capital allocation – have very poor returns. In most of these cases, I was wrong in my evaluation of the economic dynamics of the company or the industry in which it operates, and we are now paying the price for my misjudgments. At other times, I stumbled in evaluating either the fidelity or the ability of incumbent managers or ones I later appointed. I will commit more errors; you can count on that. If we luck out, they will occur at our smaller operations. Viewed as a single entity, the companies in this group are an excellent business. They employed an average of $25.6 billion of net tangible assets during 2015 and, despite their holding large quantities of excess cash and using only token amounts of leverage, earned 18.4% after-tax on that capital.

That major increase in efficiency allowed us to operate without a rate increase for 16 years, a period during which industry rates increased 44%. The safety record of our Iowa utility is also outstanding. It had .79 injuries per 100 employees in 2015 compared to the rate of 7.0 experienced by the previous owner in the year before we bought the operation. In 2006 BHE purchased PacifiCorp, which operated primarily in Oregon and Utah. The year before our purchase PacifiCorp employed 6,750 people and produced 52.6 million megawatt-hours. Last year the numbers were 5,700 employees and 56.3 million megawatt-hours. Here, too, safety improved dramatically, with the accident-rate-per-100-employees falling from 3.4 in 2005 to .85 in 2015. In safety, BHE now ranks in the industry’s top decile. Those outstanding performances explain why BHE is welcomed by regulators when it proposes to buy a utility in their jurisdiction. The regulators know the company will run an efficient, safe and reliable operation and also arrive with unlimited capital to fund whatever projects make sense. (BHE has never paid a dividend to Berkshire since we assumed ownership. No investor-owned utility in America comes close to matching BHE’s enthusiasm for reinvestment.) * * * * * * * * * * * * The productivity gains that I’ve just spelled out – and countless others that have been achieved in America – have delivered awesome benefits to society.

Chairman and CEO John Watson opened the Q4 2014 review against the backdrop of a more than fifty percent collapse in crude prices during the second half of 2014. Management told the call that the Company was entering 2015 with the largest long-cycle project portfolio in its history, anchored on the Gorgon LNG project in Australia, the Wheatstone LNG project, the Jack/St. Malo deepwater project in the Gulf of Mexico and the Big Foot tension-leg platform, with aggregate capital commitments that would peak at approximately $35 billion during 2015 before tapering sharply through 2016 and 2017. CFO Pat Yarrington walked analysts through the capital allocation framework, indicating that the Company would fund the peak capex year from operating cash flow and the balance sheet, with the asset divestiture program contributing additional funding. She flagged that the dividend had been increased for the twenty-seventh consecutive year, that the Company intended to continue the multi-decade trajectory of dividend growth through the downturn and that share buybacks were not part of the framework given the long-cycle investment pipeline. On the Q&A, analysts pressed on whether the dividend was safe given the crude price environment and the capex burden. Watson responded that the Company had stress-tested the dividend through a $50 per barrel environment and that the balance sheet and the asset divestiture program provided the bridge through the downturn. He also argued that the long-cycle projects entering service during 2015 and 2016 were the structural drivers of cash flow growth through the back half of the decade and that pulling back on the final completion capex would have been the wrong decision under any plausible price scenario. The call closed with management reiterating the long-term objective of upstream production growth toward 3.1 million barrels of oil equivalent per day by 2017 and a return on capital employed above the peer group average through the cycle, and committing to defend the dividend through the downturn even if doing so required incremental balance-sheet leverage.

Moynihan opened the Q4 2014 review by reporting full-year net income of $4.8 billion, with operating earnings per share of $0.75 for the quarter, and a return on tangible common equity of approximately twelve percent for the year. Management told the call that the legacy mortgage-related charges had finally rolled off and that the Company's operating leverage during the quarter had been the best of the post-crisis era, with operating expense down year over year on the back of Project New BAC's full run-rate savings. CFO Bruce Thompson walked analysts through the Common Equity Tier 1 ratio of approximately ten percent, the supplementary leverage ratio build and the share repurchase activity during the year. He flagged that the Federal Reserve had conditionally approved the 2014 capital plan and that the Company had repurchased roughly $1.5 billion of common stock during the quarter, with the intent to step up the pace as the operating earnings power normalised. On the Q&A, analysts pressed on whether the Bank could finally return to a steady-state capital return trajectory given the litigation and regulatory overhang of the prior five years. Moynihan argued that the litigation pipeline had been substantially resolved, that the Company had moved into the upper quartile of CCAR stress-test outcomes and that the intent was to step up the common dividend at a measured pace and to drive the buyback pace off the operating earnings power rather than off the excess capital build alone. The call closed with management framing the next phase as the operational transformation of the consumer banking and the wealth management franchises - investing in mobile banking, financial adviser headcount and digital mortgage - rather than as the capital-restructuring phase that had dominated the prior five years.

Meanwhile, our underwriting profit totaled $24 billion during the twelve-year period, including $2.7 billion earned in 2014. And all of this began with our 1967 purchase of National Indemnity for $8.6 million. ‹ While Charlie and I search for new businesses to buy, our many subsidiaries are regularly making bolt-on acquisitions. Last year was particularly fruitful: We contracted for 31 bolt-ons, scheduled to cost $7.8 billion in aggregate. The size of these transactions ranged from $400,000 to $2.9 billion. However, the largest acquisition, Duracell, will not close until the second half of this year. It will then be placed under Marmon’s jurisdiction. Charlie and I encourage bolt-ons, if they are sensibly-priced. (Most deals offered us aren’t.) They deploy capital in activities that fit with our existing businesses and that will be managed by our corps of expert managers. This means no more work for us, yet more earnings, a combination we find particularly appealing. We will make many more of these bolt-on deals in future years. ‹ Two years ago my friend, Jorge Paulo Lemann, asked Berkshire to join his 3G Capital group in the acquisition of Heinz. My affirmative response was a no-brainer: I knew immediately that this partnership would work well from both a personal and financial standpoint. And it most definitely has. I’m not embarrassed to admit that Heinz is run far better under Alex Behring, Chairman, and Bernardo Hees, CEO, than would be the case if I were in charge.

And, if you think tenths of a percent aren’t important, ponder this math: For the four companies in aggregate, each increase of one-tenth of a percent in our ownership raises Berkshire’s portion of their annual earnings by $50 million. These four investees possess excellent businesses and are run by managers who are both talented and shareholder-oriented. At Berkshire, we much prefer owning a non-controlling but substantial portion of a wonderful company to owning 100% of a so-so business. It’s better to have a partial interest in the Hope Diamond than to own all of a rhinestone. If Berkshire’s yearend holdings are used as the marker, our portion of the “Big Four’s” 2014 earnings before discontinued operations amounted to $4.7 billion (compared to $3.3 billion only three years ago). In the earnings we report to you, however, we include only the dividends we receive – about $1.6 billion last year. (Again, three years ago the dividends were $862 million.) But make no mistake: The $3.1 billion of these companies’ earnings we don’t report are every bit as valuable to us as the portion Berkshire records. The earnings these investees retain are often used for repurchases of their own stock – a move that enhances Berkshire’s share of future earnings without requiring us to lay out a dime. Their retained earnings also fund business opportunities that usually turn out to be advantageous.

All that leads us to expect that the per-share earnings of these four investees, in aggregate, will grow substantially over time (though 2015 will be a tough year for the group, in part because of the strong dollar). If the expected gains materialize, dividends to Berkshire will increase and, even more important, so will our unrealized capital gains. (For the package of four, our unrealized gains already totaled $42 billion at yearend.) Our flexibility in capital allocation – our willingness to invest large sums passively in non-controlled businesses – gives us a significant advantage over companies that limit themselves to acquisitions they can operate. Our appetite for either operating businesses or passive investments doubles our chances of finding sensible uses for Berkshire’s endless gusher of cash. ‹ I’ve mentioned in the past that my experience in business helps me as an investor and that my investment experience has made me a better businessman. Each pursuit teaches lessons that are applicable to the other. And some truths can only be fully learned through experience. (In Fred Schwed’s wonderful book, Where Are the Customers’ Yachts?, a Peter Arno cartoon depicts a puzzled Adam looking at an eager Eve, while a caption says, “There are certain things that cannot be adequately explained to a virgin either by words or pictures.” If you haven’t read Schwed’s book, buy a copy at our annual meeting. Its wisdom and humor are truly priceless.)

Some of this sector’s businesses, measured by earnings on unleveraged net tangible assets, enjoy terrific economics, producing profits that run from 25% after-tax to far more than 100%. Others generate good returns in the area of 12% to 20%. A few, however, have very poor returns, the result of some serious mistakes I made in my job of capital allocation. I was not misled: I simply was wrong in my evaluation of the economic dynamics of the company or the industry in which it operates. Fortunately, my blunders normally involved relatively small acquisitions. Our large buys have generally worked out well and, in a few cases, more than well. I have not, nonetheless, made my last mistake in purchasing either businesses or stocks. Not everything works out as planned. Viewed as a single entity, the companies in this group are an excellent business. They employed an average of $24 billion of net tangible assets during 2014 and, despite their holding large quantities of excess cash and using little leverage, earned 18.7% after-tax on that capital. Of course, a business with terrific economics can be a bad investment if it is bought for too high a price. We have paid substantial premiums to net tangible assets for most of our businesses, a cost that is reflected in the large figure we show for goodwill. Overall, however, we are getting a decent return on the capital we have deployed in this sector.

Nevertheless, there are often obstacles to the rational movement of capital. As those 1954 Berkshire minutes made clear, capital withdrawals within the textile industry that should have been obvious were delayed for decades because of the vain hopes and self-interest of managements. Indeed, I myself delayed abandoning our obsolete textile mills for far too long. A CEO with capital employed in a declining operation seldom elects to massively redeploy that capital into unrelated activities. A move of that kind would usually require that long-time associates be fired and mistakes be admitted. Moreover, it’s unlikely that CEO would be the manager you would wish to handle the redeployment job even if he or she was inclined to undertake it. At the shareholder level, taxes and frictional costs weigh heavily on individual investors when they attempt to reallocate capital among businesses and industries. Even tax-free institutional investors face major costs as they move capital because they usually need intermediaries to do this job. A lot of mouths with expensive tastes then clamor to be fed – among them investment bankers, accountants, consultants, lawyers and such capital-reallocators as leveraged buyout operators. Money-shufflers don’t come cheap. In contrast, a conglomerate such as Berkshire is perfectly positioned to allocate capital rationally and at minimal cost. Of course, form itself is no guarantee of success: We have made plenty of mistakes, and we will make more.

Should multiple directors be apprehensive, Howard’s chairmanship will allow the matter to be promptly and properly addressed. ‹ Choosing the right CEO is all-important and is a subject that commands much time at Berkshire board meetings. Managing Berkshire is primarily a job of capital allocation, coupled with the selection and retention of outstanding managers to captain our operating subsidiaries. Obviously, the job also requires the replacement of a subsidiary’s CEO when that is called for. These duties require Berkshire’s CEO to be a rational, calm and decisive individual who has a broad understanding of business and good insights into human behavior. It’s important as well that he knows his limits. (As Tom Watson, Sr. of IBM said, “I’m no genius, but I’m smart in spots and I stay around those spots.”) Character is crucial: A Berkshire CEO must be “all in” for the company, not for himself. (I’m using male pronouns to avoid awkward wording, but gender should never decide who becomes CEO.) He can’t help but earn money far in excess of any possible need for it. But it’s important that neither ego nor avarice motivate him to reach for pay matching his most lavishly-compensated peers, even if his achievements far exceed theirs. A CEO’s behavior has a huge impact on managers down the line: If it’s clear to them that shareholders’ interests are paramount to him, they will, with few exceptions, also embrace that way of thinking.

(viii) He would also spend much time in enthusiastically admiring what others were accomplishing. (7) New subsidiaries would usually be bought with cash, not newly issued stock. (8) Berkshire would not pay dividends so long as more than one dollar of market value for shareholders was being created by each dollar of retained earnings. (9) In buying a new subsidiary, Berkshire would seek to pay a fair price for a good business that the Chairman could pretty well understand. Berkshire would also want a good CEO in place, one expected to remain for a long time and to manage well without need for help from headquarters. (10) In choosing CEOs of subsidiaries, Berkshire would try to secure trustworthiness, skill, energy, and love for the business and circumstances the CEO was in. (11) As an important matter of preferred conduct, Berkshire would almost never sell a subsidiary. (12) Berkshire would almost never transfer a subsidiary’s CEO to another unrelated subsidiary. (13) Berkshire would never force the CEO of a subsidiary to retire on account of mere age. (14) Berkshire would have little debt outstanding as it tried to maintain (i) virtually perfect creditworthiness under all conditions and (ii) easy availability of cash and credit for deployment in times presenting unusual opportunities. (15) Berkshire would always be user-friendly to a prospective seller of a large business. An offer of such a business would get prompt attention.

Buffett argued that owning a whole business and owning a piece of one through the stock market are economically the same act, and that Berkshire's mix of wholly-owned subsidiaries and marketable securities was a single portfolio chosen by the same standard. He wrote that the only differences were tax and control, and that the mistake many investors make is to treat 'investing' and 'acquiring' as different disciplines.

On the unity of investing in whole businesses and in marketable securities.

Š While Charlie and I search for elephants, our many subsidiaries are regularly making bolt-on acquisitions. Last year, we contracted for 25 of these, scheduled to cost $3.1 billion in aggregate. These transactions ranged from $1.9 million to $1.1 billion in size. Charlie and I encourage these deals. They deploy capital in activities that fit with our existing businesses and that will be managed by our corps of expert managers. The result is no more work for us and more earnings for you. Many more of these bolt-on deals will be made in future years. In aggregate, they will be meaningful. Š Last year we invested $3.5 billion in the surest sort of bolt-on: the purchase of additional shares in two wonderful businesses that we already controlled. In one case – Marmon – our purchases brought us to the 100% ownership we had signed up for in 2008. In the other instance – Iscar – the Wertheimer family elected to exercise a put option it held, selling us the 20% of the business it retained when we bought control in 2006. These purchases added about $300 million pre-tax to our current earning power and also delivered us $800 million of cash. Meanwhile, the same nonsensical accounting rule that I described in last year’s letter required that we enter these purchases on our books at $1.8 billion less than we paid, a process that reduced Berkshire’s book value. (The charge was made to “capital in excess of par value”; figure that one out.)

The four companies possess excellent businesses and are run by managers who are both talented and shareholder-oriented. At Berkshire, we much prefer owning a non-controlling but substantial portion of a wonderful company to owning 100% of a so-so business; it’s better to have a partial interest in the Hope diamond than to own all of a rhinestone. Going by our yearend holdings, our portion of the “Big Four’s” 2013 earnings amounted to $4.4 billion. In the earnings we report to you, however, we include only the dividends we receive – about $1.4 billion last year. But make no mistake: The $3 billion of their earnings we don’t report is every bit as valuable to us as the portion Berkshire records. The earnings that these four companies retain are often used for repurchases of their own stock – a move that enhances our share of future earnings – as well as for funding business opportunities that usually turn out to be advantageous. All that leads us to expect that the per-share earnings of these four investees will grow substantially over time. If they do, dividends to Berkshire will increase and, even more important, our unrealized capital gains will, too. (For the four, unrealized gains already totaled $39 billion at yearend.) Our flexibility in capital allocation – our willingness to invest large sums passively in non-controlled businesses – gives us a significant advantage over companies that limit themselves to acquisitions they can operate.

Our public reports of earnings will, of course, continue to conform to GAAP. To embrace reality, however, remember to add back most of the amortization charges we report. * * * * * * * * * * * * The crowd of companies in this section sells products ranging from lollipops to jet airplanes. Some of these businesses, measured by earnings on unleveraged net tangible assets, enjoy terrific economics, producing profits that run from 25% after-tax to far more than 100%. Others generate good returns in the area of 12% to 20%. A few, however, have very poor returns, a result of some serious mistakes I made in my job of capital allocation. I was not misled: I simply was wrong in my evaluation of the economic dynamics of the company or the industry in which it operated. Fortunately, my blunders usually involved relatively small acquisitions. Our large buys have generally worked out well and, in a few cases, more than well. I have not, however, made my last mistake in purchasing either businesses or stocks. Not everything works out as planned. Viewed as a single entity, the companies in this group are an excellent business. They employed an average of $25 billion of net tangible assets during 2013 and, with large quantities of excess cash and little leverage, earned 16.7% after-tax on that capital. Of course, a business with terrific economics can be a bad investment if the purchase price is excessive.

A couple of interesting sidelights about the book: Later editions included a postscript describing an unnamed investment that was a bonanza for Ben. Ben made the purchase in 1948 when he was writing the first edition and – brace yourself – the mystery company was GEICO. If Ben had not recognized the special qualities of GEICO when it was still in its infancy, my future and Berkshire’s would have been far different. The 1949 edition of the book also recommended a railroad stock that was then selling for $17 and earning about $10 per share. (One of the reasons I admired Ben was that he had the guts to use current examples, leaving himself open to sneers if he stumbled.) In part, that low valuation resulted from an accounting rule of the time that required the railroad to exclude from its reported earnings the substantial retained earnings of affiliates. The recommended stock was Northern Pacific, and its most important affiliate was Chicago, Burlington and Quincy. These railroads are now important parts of BNSF (Burlington Northern Santa Fe), which is today fully owned by Berkshire. When I read the book, Northern Pacific had a market value of about $40 million. Now its successor (having added a great many properties, to be sure) earns that amount every four days. I can’t remember what I paid for that first copy of The Intelligent Investor. Whatever the cost, it would underscore the truth of Ben’s adage: Price is what you pay, value is what you get.

Buffett argued that share repurchases are value-accretive only when two conditions are met: the business is available below intrinsic value, and the company has cash it cannot deploy more valuably elsewhere. He wrote that a buyback above intrinsic value transfers value from continuing shareholders to selling shareholders, and that managements who buy back stock simply to support the price, or to hit earnings-per-share targets, are destroying owner wealth regardless of how the action is framed.

On the intrinsic-value test for buybacks.

Mae West had it right: “Too much of a good thing can be wonderful.” The four companies possess marvelous businesses and are run by managers who are both talented and shareholder-oriented. At Berkshire we much prefer owning a non-controlling but substantial portion of a wonderful business to owning 100% of a so-so business. Our flexibility in capital allocation gives us a significant advantage over companies that limit themselves only to acquisitions they can operate. Going by our yearend share count, our portion of the “Big Four’s” 2012 earnings amounted to $3.9 billion. In the earnings we report to you, however, we include only the dividends we receive – about $1.1 billion. But make no mistake: The $2.8 billion of earnings we do not report is every bit as valuable to us as what we record. The earnings that the four companies retain are often used for repurchases – which enhance our share of future earnings – and also for funding business opportunities that are usually advantageous. Over time we expect substantially greater earnings from these four investees. If we are correct, dividends to Berkshire will increase and, even more important, so will our unrealized capital gains (which, for the four, totaled $26.7 billion at yearend). Š There was a lot of hand-wringing last year among CEOs who cried “uncertainty” when faced with capital- allocation decisions (despite many of their businesses having enjoyed record levels of both earnings and cash).

A “non-real” amortization charge at Wells Fargo, however, is not highlighted by the company and never, to my knowledge, has been noted in analyst reports. The earnings that Wells Fargo reports are heavily burdened by an “amortization of core deposits” charge, the implication being that these deposits are disappearing at a fairly rapid clip. Yet core deposits regularly increase. The charge last year was about $1.5 billion. In no sense, except GAAP accounting, is this whopping charge an expense. And that ends today’s accounting lecture. Why is no one shouting “More, more?” * * * * * * * * * * * * The crowd of companies in this section sell products ranging from lollipops to jet airplanes. Some of the businesses enjoy terrific economics, measured by earnings on unleveraged net tangible assets that run from 25% after-tax to more than 100%. Others produce good returns in the area of 12-20%. A few, however, have very poor returns, a result of some serious mistakes I made in my job of capital allocation. More than 50 years ago, Charlie told me that it was far better to buy a wonderful business at a fair price than to buy a fair business at a wonderful price. Despite the compelling logic of his position, I have sometimes reverted to my old habit of bargain-hunting, with results ranging from tolerable to terrible. Fortunately, my mistakes have usually occurred when I made smaller purchases. Our large acquisitions have generally worked out well and, in a few cases, more than well.

Dividends A number of Berkshire shareholders – including some of my good friends – would like Berkshire to pay a cash dividend. It puzzles them that we relish the dividends we receive from most of the stocks that Berkshire owns, but pay out nothing ourselves. So let’s examine when dividends do and don’t make sense for shareholders. A profitable company can allocate its earnings in various ways (which are not mutually exclusive). A company’s management should first examine reinvestment possibilities offered by its current business – projects to become more efficient, expand territorially, extend and improve product lines or to otherwise widen the economic moat separating the company from its competitors. I ask the managers of our subsidiaries to unendingly focus on moat-widening opportunities, and they find many that make economic sense. But sometimes our managers misfire. The usual cause of failure is that they start with the answer they want and then work backwards to find a supporting rationale. Of course, the process is subconscious; that’s what makes it so dangerous. Your chairman has not been free of this sin. In Berkshire’s 1986 annual report, I described how twenty years of management effort and capital improvements in our original textile business were an exercise in futility. I wanted the business to succeed and wished my way into a series of bad decisions. (I even bought another New England textile company.)

But wishing makes dreams come true only in Disney movies; it’s poison in business. Despite such past miscues, our first priority with available funds will always be to examine whether they can be intelligently deployed in our various businesses. Our record $12.1 billion of fixed-asset investments and bolt- on acquisitions in 2012 demonstrate that this is a fertile field for capital allocation at Berkshire. And here we have an advantage: Because we operate in so many areas of the economy, we enjoy a range of choices far wider than that open to most corporations. In deciding what to do, we can water the flowers and skip over the weeds. Even after we deploy hefty amounts of capital in our current operations, Berkshire will regularly generate a lot of additional cash. Our next step, therefore, is to search for acquisitions unrelated to our current businesses. Here our test is simple: Do Charlie and I think we can effect a transaction that is likely to leave our shareholders wealthier on a per-share basis than they were prior to the acquisition? I have made plenty of mistakes in acquisitions and will make more. Overall, however, our record is satisfactory, which means that our shareholders are far wealthier today than they would be if the funds we used for acquisitions had instead been devoted to share repurchases or dividends. But, to use the standard disclaimer, past performance is no guarantee of future results.

GEICO will have a booth in the shopping area, staffed by a number of its top counselors from around the country. Stop by for a quote. In most cases, GEICO will be able to give you a shareholder discount (usually 8%). This special offer is permitted by 44 of the 51 jurisdictions in which we operate. (One supplemental point: The discount is not additive if you qualify for another, such as that given certain groups.) Bring the details of your existing insurance and check out whether we can save you money. For at least half of you, I believe we can. Be sure to visit the Bookworm. It will carry about 35 books and DVDs, including a couple of new ones. Carol Loomis, who has been invaluable to me in editing this letter since 1977, has recently authored Tap Dancing to Work: Warren Buffett on Practically Everything. She and I have cosigned 500 copies, available exclusively at the meeting. The Outsiders, by William Thorndike, Jr., is an outstanding book about CEOs who excelled at capital allocation. It has an insightful chapter on our director, Tom Murphy, overall the best business manager I’ve ever met. I also recommend The Clash of the Cultures by Jack Bogle and Laura Rittenhouse’s Investing Between the Lines. Should you need to ship your book purchases, a shipping service will be available nearby. The Omaha World-Herald will again have a booth, offering a few books it has recently published. Red- blooded Husker fans – is there any Nebraskan who isn’t one?

In August 2011 I published an op-ed in the New York Times calling for higher taxes on the very wealthy, including me. The piece was titled Stop Coddling the Super-Rich, and it argued that the carried-interest loophole and the preferential rate on capital gains had tilted the American tax code in favour of people like me, who derive nearly all of their income from capital rather than labour. My own effective federal tax rate that year was the lowest in my office, lower than the rate paid by my secretary. That outcome, I argued, was not an accident; it was the predictable result of a tax code that had been lobbied into a shape that favoured the wealthy over the middle class. The piece was not about envy. It was about whether the rules under which the wealthy had thrived were consistent with the long-run health of the country that had produced the wealth in the first place. The capital-allocation angle is the one most readers missed. The wealthy, in a properly functioning economy, are stewards of capital that the broader society has helped to create. The infrastructure, the schools, the courts, the stable currency, the public safety that allows a business to operate profitably, all of these are paid for by taxes. When the tax code is shaped so that the wealthy pay a smaller share of their income than the middle class, the system is starving the public inputs that produced the private wealth in the first place. The long-run consequence is that the next generation of capital allocators inherits a poorer infrastructure, a less-educated workforce, and a less stable currency. Capital allocation, in other words, is not just an individual decision; it is, collectively, a decision about what kind of economy the next generation will inherit. The shareholder-orientation point is the one I had made in Berkshire letters for decades. A corporation is not a private fief; it is a partnership between managers, shareholders, employees, customers, and the public that grants the charter. When the managers and the largest shareholders extract a disproportionate share of the company's earnings for themselves, the partnership breaks down. The same logic applies at the national level. The very wealthy who defend a tax code that lets them pay less than their secretaries are, in effect, extracting a disproportionate share of the country's earnings for themselves. The shareholder-orientation lesson is that stewardship is not optional; it is the price of being trusted with capital. The wealthy who treat capital as if it were entirely private property, rather than as a stewardship on behalf of the society that made the wealth possible, are misallocating the most important resource of all, which is the trust that holds the system together.

CEO Brian Moynihan opened the Q3 2011 review against the backdrop of the Berkshire Hathaway $5 billion preferred equity investment and the attached warrants to purchase 700 million common shares at an exercise price of $7.14, both announced in late August. Management told the call that the third-quarter results had been hampered by a $3.6 billion pre-tax charge tied to the legacy Countrywide mortgage representation-and-warranty exposures, but that the underlying franchise was now generating operating earnings power roughly in line with the stated objective of the Project New BAC restructuring. CFO Bruce Thompson walked analysts through the third consecutive quarter of operating expense reduction, the build of the capital ratios under the new Basel III regime and the roughly 140 basis points of tangible common equity ratio build achieved during the quarter. He flagged that the Berkshire transaction had been structured to monetise a portion of the embedded franchise value at favorable terms rather than to fill a capital hole, and that the Company remained on a path to exceed the new capital requirements ahead of the regulatory phase-in. On the Q&A, analysts pressed Moynihan on whether the Berkshire transaction implied that the Company would need to issue additional common equity to close the remaining capital gap. Moynihan responded categorically that the preferred investment had been opportunistic, that the warrants were a long-dated option rather than an equity issuance and that the Company did not intend to issue common equity to meet the new capital requirements, pointing to the asset disposition program and the operating expense trajectory as the bridge. The call closed with management reiterating the multi-year Project New BAC objective of removing $8 billion of operating expense from the run-rate by mid-decade, and with Moynihan committing to a transparent disclosure of the legacy mortgage litigation pipeline so that investors could value the franchise against the underlying consumer banking business rather than against the trailing issues.

My task is clear, and I’m on the prowl. Share Repurchases Last September, we announced that Berkshire would repurchase its shares at a price of up to 110% of book value. We were in the market for only a few days – buying $67 million of stock – before the price advanced beyond our limit. Nonetheless, the general importance of share repurchases suggests I should focus for a bit on the subject. Charlie and I favor repurchases when two conditions are met: first, a company has ample funds to take care of the operational and liquidity needs of its business; second, its stock is selling at a material discount to the company’s intrinsic business value, conservatively calculated. We have witnessed many bouts of repurchasing that failed our second test. Sometimes, of course, infractions – even serious ones – are innocent; many CEOs never stop believing their stock is cheap. In other instances, a less benign conclusion seems warranted. It doesn’t suffice to say that repurchases are being made to offset the dilution from stock issuances or simply because a company has excess cash. Continuing shareholders are hurt unless shares are purchased below intrinsic value. The first law of capital allocation – whether the money is slated for acquisitions or share repurchases – is that what is smart at one price is dumb at another. (One CEO who always stresses the price/value factor in repurchase decisions is Jamie Dimon at J.P. Morgan; I recommend that you read his annual letter.)

$72,406 $66,610 $61,665 Operating expenses (including depreciation of $1,431 in 2011, $1,362 in 2010 and $1,422 in 2009) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67,239 62,225 59,509 Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 130 111 98 Pre-tax earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,037* 4,274* 2,058* Income taxes and non-controlling interests . . . . . . . . . . . . . . . . . . . . . . . . 1,998 1,812 945 Net earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3,039 $ 2,462 $ 1,113 *Does not include purchase-accounting adjustments. **Includes earnings of Lubrizol from September 16. This group of companies sells products ranging from lollipops to jet airplanes. Some of the businesses enjoy terrific economics, measured by earnings on unleveraged net tangible assets that run from 25% after-tax to more than 100%. Others produce good returns in the area of 12-20%. A few, however, have very poor returns, a result of some serious mistakes I made in my job of capital allocation. These errors came about because I misjudged either the competitive strength of the business being purchased or the future economics of the industry in which it operated. I try to look out ten or twenty years when making an acquisition, but sometimes my eyesight has been poor.

Buffett decomposed Berkshire's intrinsic value into three components: the value of its non-insurance businesses, the value of its insurance operations (including investable float), and the value of its marketable securities. He argued that this decomposition was more informative than book value, which understated the value of businesses whose economic goodwill had grown well above its recorded amount.

On the three-part intrinsic value framework.

Intrinsic Value – Today and Tomorrow Though Berkshire’s intrinsic value cannot be precisely calculated, two of its three key pillars can be measured. Charlie and I rely heavily on these measurements when we make our own estimates of Berkshire’s value. The first component of value is our investments: stocks, bonds and cash equivalents. At yearend these totaled $158 billion at market value. Insurance float – money we temporarily hold in our insurance operations that does not belong to us – funds $66 billion of our investments. This float is “free” as long as insurance underwriting breaks even, meaning that the premiums we receive equal the losses and expenses we incur. Of course, underwriting results are volatile, swinging erratically between profits and losses. Over our entire history, though, we’ve been significantly profitable, and I also expect us to average breakeven results or better in the future. If we do that, all of our investments – those funded both by float and by retained earnings – can be viewed as an element of value for Berkshire shareholders. Berkshire’s second component of value is earnings that come from sources other than investments and insurance underwriting. These earnings are delivered by our 68 non-insurance companies, itemized on page 106. In Berkshire’s early years, we focused on the investment side.

For the forty years, our compounded annual gain in pre-tax, non-insurance earnings per share is 21.0%. During the same period, Berkshire’s stock price increased at a rate of 22.1% annually. Over time, you can expect our stock price to move in rough tandem with Berkshire’s investments and earnings. Market price and intrinsic value often follow very different paths – sometimes for extended periods – but eventually they meet. There is a third, more subjective, element to an intrinsic value calculation that can be either positive or negative: the efficacy with which retained earnings will be deployed in the future. We, as well as many other businesses, are likely to retain earnings over the next decade that will equal, or even exceed, the capital we presently employ. Some companies will turn these retained dollars into fifty-cent pieces, others into two-dollar bills. This “what-will-they-do-with-the-money” factor must always be evaluated along with the “what-do-we-have-now” calculation in order for us, or anybody, to arrive at a sensible estimate of a company’s intrinsic value. That’s because an outside investor stands by helplessly as management reinvests his share of the company’s earnings. If a CEO can be expected to do this job well, the reinvestment prospects add to the company’s current value; if the CEO’s talents or motives are suspect, today’s value must be discounted. The difference in outcome can be huge.

Berkshire’s CEOs come in many forms. Some have MBAs; others never finished college. Some use budgets and are by-the-book types; others operate by the seat of their pants. Our team resembles a baseball squad composed of all-stars having vastly different batting styles. Changes in our line-up are seldom required. Our second advantage relates to the allocation of the money our businesses earn. After meeting the needs of those businesses, we have very substantial sums left over. Most companies limit themselves to reinvesting funds within the industry in which they have been operating. That often restricts them, however, to a “universe” for capital allocation that is both tiny and quite inferior to what is available in the wider world. Competition for the few opportunities that are available tends to become fierce. The seller has the upper hand, as a girl might if she were the only female at a party attended by many boys. That lopsided situation would be great for the girl, but terrible for the boys. At Berkshire we face no institutional restraints when we deploy capital. Charlie and I are limited only by our ability to understand the likely future of a possible acquisition. If we clear that hurdle – and frequently we can’t – we are then able to compare any one opportunity against a host of others.

When I took control of Berkshire in 1965, I didn’t exploit this advantage. Berkshire was then only in textiles, where it had in the previous decade lost significant money. The dumbest thing I could have done was to pursue “opportunities” to improve and expand the existing textile operation – so for years that’s exactly what I did. And then, in a final burst of brilliance, I went out and bought another textile company. Aaaaaaargh! Eventually I came to my senses, heading first into insurance and then into other industries. There is even a supplement to this world-is-our-oyster advantage: In addition to evaluating the attractions of one business against a host of others, we also measure businesses against opportunities available in marketable securities, a comparison most managements don’t make. Often, businesses are priced ridiculously high against what can likely be earned from investments in stocks or bonds. At such moments, we buy securities and bide our time. Our flexibility in respect to capital allocation has accounted for much of our progress to date. We have been able to take money we earn from, say, See’s Candies or Business Wire (two of our best-run businesses, but also two offering limited reinvestment opportunities) and use it as part of the stake we needed to buy BNSF. Our final advantage is the hard-to-duplicate culture that permeates Berkshire. And in businesses, culture counts. To start with, the directors who represent you think and act like owners.

As long as Charlie and I treat your money as if it were our own, Berkshire’s managers are likely to be careful with it as well. Our compensation programs, our annual meeting and even our annual reports are all designed with an eye to reinforcing the Berkshire culture, and making it one that will repel and expel managers of a different bent. This culture grows stronger every year, and it will remain intact long after Charlie and I have left the scene. We will need all of the strengths I’ve just described to do reasonably well. Our managers will deliver; you can count on that. But whether Charlie and I can hold up our end in capital allocation depends in part on the competitive environment for acquisitions. You will get our best efforts. GEICO Now let me tell you a story that will help you understand how the intrinsic value of a business can far exceed its book value. Relating this tale also gives me a chance to relive some great memories. Sixty years ago last month, GEICO entered my life, destined to shape it in a huge way. I was then a 20-year-old graduate student at Columbia, having elected to go there because my hero, Ben Graham, taught a once-a-week class at the school.

Buffett described the BNSF acquisition as a bet on the long-term future of American rail freight and, more broadly, on the American economy. He argued that rail's fuel efficiency relative to trucking, its durable right-of-way, and the capital intensity that protected it from new entrants made it an attractive long-horizon asset, and that owning it outright allowed Berkshire to redeploy the cash flows it generated rather than merely collect a dividend.

On the rationale for the BNSF acquisition.

Buffett opened the 2009 annual meeting against the backdrop of the recently completed crisis-era preferred equity investments in Goldman Sachs, General Electric, Wrigley and Harley-Davidson, totalling approximately $14.5 billion of crisis-deployed capital. Buffett and Munger told shareholders that the transactions had been structured to provide Berkshire with attractive current yield on the preferred and the warrants to acquire common equity at the strike prices, and that the underlying counterparty companies were positioned to weather the cycle given the durability of their underlying franchises. Buffett walked shareholders through the Berkshire capital deployment discipline during the crisis, framing the transactions as the natural outcome of carrying the largest cash position in Berkshire's history into the downturn. He flagged that the cash had been deliberately preserved for exactly the environment in which it had been deployed, that the warrants were the optionality on the long-term recovery of the underlying franchises and that Berkshire had been able to negotiate terms that no other counterparty could have negotiated because of the size of the cash deployment, the speed of execution and the perceived long-term stewardship that Berkshire provided to the counterparty companies. On the Q&A, shareholders pressed on whether the credit crisis implied that Berkshire's own insurance subsidiaries, especially the derivative structures Berkshire had entered into, were exposed to collateral calls. Buffett responded that the equity-indexed put and the credit default swap portfolios were long-dated and that the mark-to-market losses were not realisation events, that Berkshire's balance sheet had been stress-tested through significantly worse environments than the 2008 panic and that the Company would not be a forced seller of any position. Munger added that the most important lesson of the crisis was the rarity of being able to deploy large amounts of capital at attractive terms and that Berkshire had been preparing for exactly that environment for two decades. The meeting closed with Buffett and Munger reiterating the long-term framework of compounding intrinsic value per share, anchored on the insurance float, the wholly-owned operating businesses, the concentrated long-term equity portfolio and the willingness to carry large cash reserves through bull markets to deploy through panics.

Buffett wrote that the test for a large acquisition was whether it would increase Berkshire's per-share intrinsic value, and that the test had to be applied against the alternative of buying back Berkshire's own shares or returning capital to owners. He argued that the discipline of comparing every use of capital against the intrinsic-value-per-share benchmark was the chief defense against the temptation to do deals for their own sake.

On the per-share intrinsic-value test for acquisitions.

Chairman and CEO Ken Chenault opened the Q4 2008 review by acknowledging that the Company had entered the worst consumer credit cycle since the early 1990s recession and that American Express had moved during the fourth quarter to materially tighten underwriting, reduce credit lines and reprice risk where the data warranted. Management reported that reported earnings per share for the year had fallen by more than thirty percent, with most of the deterioration concentrated in the Card Member loans segment, where net write-offs had moved above eight percent on a managed basis. CFO Gary Crittenden walked analysts through the $1.4 billion pre-tax charge taken during the fourth quarter, comprising roughly $800 million of incremental loan-loss reserves, $400 million of severance and restructuring and the balance of writedowns tied to the investment portfolio. He flagged that the restructuring would remove more than $1.8 billion of operating expense from the run-rate by 2010 and that the Company had secured a one-year equity injection of approximately $3.4 billion from the U.S. Treasury's Capital Purchase Program to bridge the cycle. On the Q&A, an analyst asked whether the high-end spending customer had actually held up better than the broader consumer. Chenault responded that the high-spend Card Member cohort had seen far less delinquency drift than the broader book, that the proprietary spend data had allowed Amex to take earlier and more targeted underwriting actions than the broad bank-card issuers and that the brand's premium positioning was itself a structural advantage through a downturn, even though it could not fully insulate the Company from a synchronised consumer recession. The call closed with management signalling that 2009 would be a transition year of flat billings, sharply lower credit metrics and operating expense reduction, and that the Company's long-term algorithm of mid-teens return on equity and high-single-digit earnings growth would be reaffirmed once the cycle turned.

Buffett wrote that the financial crisis had created the rare conditions in which the prices of high-quality businesses' debt and preferred equity offered returns that would have been unthinkable a year earlier. He argued that the investor's task in a panic is to have both the capital and the temperament to act when others are forced to sell, and that the chief obstacle is rarely the absence of opportunity but the absence of liquidity and nerve when opportunity appears.

On deploying capital during the 2008 panic.

Chairman Dave O'Reilly opened the Q4 2008 review against the exceptional backdrop of a year in which crude oil had spiked above $145 in July and then collapsed below $35 by December. Management told the call that the full-year earnings would set a record for Chevron, with the upstream earnings benefiting from the first-half spike and the downstream refining business having produced record margins in the first half before swinging to losses in the fourth quarter as demand collapsed. CFO Steve Crow walked analysts through the capital program, indicating that the Company had actually increased the capital budget during the year to $22.9 billion to advance the Gorgon LNG project in Australia, the Tahiti deepwater project in the Gulf of Mexico and the Chuandongbei sour-gas project in China. He flagged that the Company had bought back approximately $3.5 billion of common stock during the year, that the dividend had been increased for the twenty-first consecutive year and that the balance sheet was positioned to support the long-cycle capital program through any plausible near-term price environment. On the Q&A, analysts pressed on whether the collapse in crude prices would force a rethink of the long-cycle capital allocation framework. O'Reilly responded that the Company had built the project portfolio specifically to deliver returns through the cycle and that the deepwater and LNG projects in the pipeline were expected to earn double-digit returns even at substantially lower long-run crude prices than the 2008 average. He also defended the buyback pace, arguing that the Company's strong operating cash flow permitted both the long-cycle investment and the shareholder returns. The call closed with management reaffirming the long-term framework of organic production growth of one to two percent per year through the next decade, anchored on the deepwater and LNG portfolio, and with the Company committing to continue the multi-decade trajectory of annual dividend increases even in a low-price environment.

If the formula is applied to extended time periods, however, it can produce absurd results. In fairness, Black and Scholes almost certainly understood this point well. But their devoted followers may be ignoring whatever caveats the two men attached when they first unveiled the formula. It’s often useful in testing a theory to push it to extremes. So let’s postulate that we sell a 100- year $1 billion put option on the S&P 500 at a strike price of 903 (the index’s level on 12/31/08). Using the implied volatility assumption for long-dated contracts that we do, and combining that with appropriate interest and dividend assumptions, we would find the “proper” Black-Scholes premium for this contract to be $2.5 million. To judge the rationality of that premium, we need to assess whether the S&P will be valued a century from now at less than today. Certainly the dollar will then be worth a small fraction of its present value (at only 2% inflation it will be worth roughly 14¢). So that will be a factor pushing the stated value of the index higher. Far more important, however, is that one hundred years of retained earnings will hugely increase the value of most of the companies in the index. In the 20 th Century, the Dow-Jones Industrial Average increased by about 175-fold, mainly because of this retained-earnings factor. Considering everything, I believe the probability of a decline in the index over a one-hundred-year period to be far less than 1%.

Nevertheless, this business requires a significant reinvestment of earnings if it is to grow. When we purchased FlightSafety in 1996, its pre-tax operating earnings were $111 million, and its net investment in fixed assets was $570 million. Since our purchase, depreciation charges have totaled $923 million. But capital expenditures have totaled $1.635 billion, most of that for simulators to match the new airplane models that are constantly being introduced. (A simulator can cost us more than $12 million, and we have 273 of them.) Our fixed assets, after depreciation, now amount to $1.079 billion. Pre-tax operating earnings in 2007 were $270 million, a gain of $159 million since 1996. That gain gave us a good, but far from See’s-like, return on our incremental investment of $509 million. Consequently, if measured only by economic returns, FlightSafety is an excellent but not extraordinary business. Its put-up-more-to-earn-more experience is that faced by most corporations. For example, our large investment in regulated utilities falls squarely in this category. We will earn considerably more money in this business ten years from now, but we will invest many billions to make it. Now let’s move to the gruesome. The worst sort of business is one that grows rapidly, requires significant capital to engender the growth, and then earns little or no money. Think airlines. Here a durable competitive advantage has proven elusive ever since the days of the Wright Brothers.

In June 2006 I announced that I would give the bulk of my Berkshire Hathaway shares, then worth about thirty-seven billion dollars, to five foundations, with the largest share going to the Bill and Melinda Gates Foundation. The gift letter I wrote to the Gateses was the most consequential capital-allocation decision of my life, after the decision to buy Berkshire itself. The structure of the pledge was unusual. I did not give the shares all at once. I gave a fixed percentage of my holdings each year, with the requirement that the foundation spend the cash from each year's gift, plus an amount equal to its own endowment, on charitable purposes within twelve months of receipt. The structure was designed to ensure that the wealth would be deployed in the present, on the problems of the present, rather than being allowed to accumulate in a tax-advantaged foundation endowment indefinitely. The shareholder-orientation lesson was the one I had learned from my own mother and from the example of the Berkshire shareholders I had served for decades. The wealth I had accumulated was, in a sense, the product of the broader society that had allowed me to deploy my skills in a stable, predictable, well-governed economy. The schools I had attended, the courts that enforced my contracts, the public safety that allowed my businesses to operate, the stable currency that allowed my profits to compound, all of these were paid for by the taxes of the broader society. The shareholder-orientation point was that the wealthy, in their capacity as stewards of capital, owe a duty to the society that produced the wealth, and the duty is discharged not by hoarding the wealth but by deploying it on the problems of the present. The long-term-ownership angle was the most important part. I gave my Berkshire shares, not the cash, because I believed the long-run returns from owning wonderful businesses, held patiently for decades, would exceed the returns from any alternative deployment of the wealth. The foundation, by holding the shares and selling them gradually each year, would benefit from the long-run compounding of Berkshire, while also deploying the cash from each year's sale on the problems of the present. The structure, in other words, was designed to capture both the long-run compounding of the underlying businesses and the present-tense deployment of the cash on the world's most urgent problems. The lesson I tried to convey was that capital allocation, at its best, is the patient alignment of long-run ownership with present-tense stewardship, and the structure of the pledge was designed to align the two.

The first is the amount of investments (including cash and cash-equivalents) that we own on a per-share basis. Arriving at this figure, we exclude investments held in our finance operation because these are largely offset by borrowings. Here’s the record since present management acquired control of Berkshire: Year Per-Share Investments* 1965 ..................................................................... $ 4 1975 ..................................................................... 159 1985 ..................................................................... 2,407 1995 ..................................................................... 21,817 2006 ..................................................................... $80,636 Compound Growth Rate 1965-2006.................... 27.5% Compound Growth Rate 1995-2006.................... 12.6% *Net of minority interests In our early years we put most of our retained earnings and insurance float into investments in marketable securities. Because of this emphasis, and because the securities we purchased generally did well, our growth rate in investments was for a long time quite high. Over the years, however, we have focused more and more on the acquisition of operating businesses. Using our funds for these purchases has both slowed our growth in investments and accelerated our gains in pre-tax earnings from non-insurance businesses, the second yardstick we use.looked:

Of course, the value of Berkshire may be either greater or less than the sum of these four parts. The outcome depends on whether our many units function better or worse by being part of a larger enterprise and whether capital allocation improves or deteriorates when it is under the direction of a holding company. In other words, does Berkshire ownership bring anything to the party, or would our shareholders be better off if they directly owned shares in each of our 68 businesses? These are important questions but ones that you will have to answer for yourself. Before we look at our individual businesses, however, let’s review two sets of figures that show where we’ve come from and where we are now. The first set is the amount of investments (including cash and cash-equivalents) we own on a per-share basis. In making this calculation, we exclude investments held in our finance operation because these are largely offset by borrowings: *All figures used in this report apply to Berkshire’s A shares, the successor to the only stock that the company had outstanding before 1996. The B shares have an economic interest equal to 1/30th that of the A.

A “normal” dividend policy, of course – one-third of earnings paid out, for example – produces less extreme results but still can provide lush rewards for managers who achieve nothing. CEOs understand this math and know that every dime paid out in dividends reduces the value of all outstanding options. I’ve never, however, seen this manager-owner conflict referenced in proxy materials that request approval of a fixed-priced option plan. Though CEOs invariably preach internally that capital comes at a cost, they somehow forget to tell shareholders that fixed-price options give them capital that is free. It doesn’t have to be this way: It’s child’s play for a board to design options that give effect to the automatic build-up in value that occurs when earnings are retained. But – surprise, surprise – options of that kind are almost never issued. Indeed, the very thought of options with strike prices that are adjusted for retained earnings seems foreign to compensation “experts,” who are nevertheless encyclopedic about every management-friendly plan that exists. (“Whose bread I eat, his song I sing.”) Getting fired can produce a particularly bountiful payday for a CEO. Indeed, he can “earn” more in that single day, while cleaning out his desk, than an American worker earns in a lifetime of cleaning toilets. Forget the old maxim about nothing succeeding like success: Today, in the executive suite, the all- too-prevalent rule is that nothing succeeds like failure.

In a 2003 Fortune article titled Squanderville versus Thriftville, I used a parable to make a point about the trade deficit. The parable described two islands, one of which consumed more than it produced, and the other of which produced more than it consumed. The consuming island, Squanderville, paid for its consumption by transferring ownership of its assets to the producing island, Thriftville. Over time, the Squanderville residents found themselves working for the Thriftville residents, and the standard of living on the two islands reversed. The parable was a description of what the United States was doing in 2003, with a trade deficit running at five percent of GDP, financed by the sale of American assets to foreign central banks. The inflation angle was that the structural forces pushing the dollar lower were large and persistent, and the dollar's eventual decline would, in effect, be a transfer of wealth from American consumers to foreign producers. The capital-allocation lesson was the one most readers missed. The trade deficit, in 2003, was being financed by the sale of American assets, mostly Treasury bonds, to foreign central banks. The foreign central banks were, in effect, accepting American paper in exchange for real goods. The transaction would prove to be a good one for them only if the dollar held its value. If the dollar fell, the real value of the paper they held would fall with it, and the goods they had sent to America would, in retrospect, have been sold at a discount. The capital-allocation decision facing the foreign central banks was whether to keep accepting American paper, or to start demanding real assets, like American companies and real estate, instead. The decision facing the American investor was whether to own assets whose value would survive a dollar decline, or to own dollar-denominated paper whose value would not. The mistakes-and-learning element was the most important part. I had been warning about the trade deficit since the late 1980s, and the deficit had kept growing. The lesson I drew in 2003 was that the structural forces pushing the deficit were large and persistent, and that the unwinding would be slow rather than sudden. The investor who positioned his portfolio for the unwinding, by owning real assets whose value would survive a dollar decline, had a long-run advantage over the investor who owned dollar-denominated paper. The lesson I tried to convey was that the trade deficit was not a temporary imbalance; it was a structural choice the country had made, and the unwinding would take decades rather than years. The investor who recognised the structural nature of the deficit, and who positioned his portfolio accordingly, would, over the long run, outperform the investor who assumed the deficit was temporary and would resolve itself without consequence.

Chairman and CEO Dick Kovacevich opened the Q4 1999 review against the backdrop of the recently completed merger of equals between the old Wells Fargo and Norwest Corporation. Management told the call that the integration had been completed well ahead of schedule, that the cross-sell model inherited from Norwest was producing measurable revenue synergies across the combined retail banking footprint and that the Company was now positioned to drive a national consumer banking franchise out of the Minneapolis legacy platform. CFO Rod Jacobsen walked analysts through the operating leverage achieved during the year, indicating that the operating expense synergies were running ahead of the originally announced merger targets and that the revenue synergies, while harder to attribute precisely, were evidenced in the cross-sell ratios across the Western and Midwestern retail banking footprint. He flagged that the credit quality remained pristine, with net charge-offs running well below the peer group average, and that the Company intended to continue the share repurchase pace given the operating earnings power being generated. On the Q&A, analysts pressed on whether the cross-sell model, often described as the most aggressive in U.S. consumer banking, could be sustained without forcing mistakes at the branch level. Kovacevich responded that the cross-sell discipline was the central strategic advantage of the franchise, that the Company had built the incentive systems and the back-office capacity to support the model at scale and that the unit economics of the existing customer base argued for continuing to push the cross-sell ratios higher. He also defended the integration of the Norwest and Wells Fargo retail platforms, citing the early adoption of internet banking as a structural driver of the cross-sell evolution. The call closed with management reiterating the long-term framework of mid-teens earnings growth, return on equity above the peer group average and a continued pace of share repurchases given the operating earnings power and the unit economics of the cross-sell model.

Warren Buffett opened the 1998 Berkshire Hathaway annual meeting against the backdrop of the recently announced acquisition of General Reinsurance in a $22 billion all-stock transaction, the largest in Berkshire's history. Buffett and Vice Chairman Charlie Munger told shareholders that the acquisition would double Berkshire's float, that the integration would be executed without disrupting General Re's underwriting culture and that the company's long-standing aversion to issuing shares for acquisitions had been set aside in this case because the strategic value of the global reinsurance franchise and the additional float justified the share dilution. Buffett walked shareholders through the long-term economics of the insurance float, framing it as borrow-and-invest capacity that, when underwritten at a combined ratio below 100, effectively paid Berkshire to invest the float in the equity portfolio. He flagged that the General Re acquisition would lift Berkshire's float above $15 billion, that the additional investment capacity would be deployed gradually into the long-term equity portfolio and that Berkshire would not be a forced seller of any of the General Re investment portfolio even where the holdings overlapped with Berkshire's existing positions. On the Q&A, shareholders pressed on whether the General Re acquisition marked a shift toward large acquisitions and away from the equity portfolio that had defined Berkshire's prior decades. Buffett responded that the General Re acquisition was an opportunistic transaction that met the test of being acquired at a fair price, that the equity portfolio would continue to compound alongside the wholly-owned operating businesses and that the Berkshire structure allowed the company to allocate capital across both modes depending on what the market presented. Munger added that the General Re transaction reflected the deep structural advantage of being able to be the natural long-term home for a major reinsurance franchise, where the seller's motivation was not price maximisation but certainty of long-term stewardship. The meeting closed with Buffett and Munger reiterating the long-term framework of compounding intrinsic value per share at a rate above the S&P 500 average, anchored on the insurance float, the wholly-owned operating businesses and the concentrated long-term equity portfolio.

Chairman Ken Derr opened the Q4 1998 review against the backdrop of an oil price that had collapsed below $12 per barrel during the Asian financial crisis and that was pressuring the entire integrated peer group. Management told the call that Chevron had responded to the downturn by accelerating the cost-reduction program announced in 1997, taking a further $250 million of operating expense out of the run-rate during 1998 and pushing the upstream unit operating cost trajectory toward the lower end of the peer group range. CFO Mike Smith walked analysts through the upstream production trajectory, indicating that the company was tracking toward approximately 1.55 million barrels of oil equivalent per day for the year, with the deepwater Gulf of Mexico portfolio ramping through 1999. He flagged that the downstream business had absorbed the worst refining margin environment in a decade, with the benchmark West Coast crack spread compressing by roughly thirty percent year over year. On the Q&A, analysts pressed on whether the downturn would force a rethink of the long-term capital allocation framework. Derr responded that the Company's capital spending would actually be increased modestly into 1999, anchored on the deepwater portfolio and on international upstream projects in Kazakhstan and West Africa, and that the operating expense reduction was being executed without compromising the long-cycle upstream project pipeline. The call closed with management reiterating the long-term framework of between two and three percent annual production growth, competitive returns on capital employed through the cycle, and a commitment to defend the common dividend through downturns rather than to cut it, citing the multi-decade track record of dividend growth as the most important signal of the franchise's quality.

We gained enormously from the low prices placed on many equities and businesses in the 1970s and 1980s. Markets that then were hostile to investment transients were friendly to those taking up permanent residence. In recent years, the actions we took in those decades have been validated, but we have found few new opportunities. In its role as a corporate "saver," Berkshire continually looks for ways to sensibly deploy capital, but it may be some time before we find opportunities that get us truly excited.

Buffett cautioned that float is only valuable when the insurer resists the temptation to write business at an underwriting loss in order to grow investable assets. He wrote that the insurance industry's periodic price wars destroy the economics of float, and that Berkshire's discipline was to let volume fall when prices were inadequate rather than write unprofitable business to employ the float.

On the discipline that makes float valuable.

To depict something closer to economic reality at Berkshire than reported earnings, though, we employ the concept of "look-through" earnings. As we calculate these, they consist of: (1) the operating earnings reported in the previous section, plus; (2) our share of the retained operating earnings of major investees that, under GAAP accounting, are not reflected in our profits, less; (3) an allowance for the tax that would be paid by Berkshire if these retained earnings of investees had instead been distributed to us. When tabulating "operating earnings" here, we exclude purchase-accounting adjustments as well as capital gains and other major non-recurring items.

Understanding intrinsic value is as important for managers as it is for investors. When managers are making capital allocation decisions - including decisions to repurchase shares - it's vital that they act in ways that increase per-share intrinsic value and avoid moves that decrease it. This principle may seem obvious but we constantly see it violated. And, when misallocations occur, shareholders are hurt.

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 acquisition or two might make sense. That's like asking your interior decorator whether you need a $50,000 rug.

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 Berkshire. 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 rewards 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?

It has become fashionable at public companies to describe almost every compensation plan as aligning the interests of management 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 option 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 payments 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.

In past reports, we've discussed look-through earnings, which we believe more accurately portray the earnings of Berkshire than does our GAAP result. As we calculate them, look-through earnings consist of: (1) the operating earnings reported in the previous section, plus; (2) the retained operating earnings of major investees that, under GAAP accounting, are not reflected in our profits, less; (3) an allowance for the tax that would be paid by Berkshire if these retained earnings of investees had instead been distributed to us. The "operating earnings" of which we speak here exclude capital gains, special accounting items and major restructuring charges.

Of course, it's per-share intrinsic value, not book value, that counts. Book value is an accounting term that measures the capital, including retained earnings, that has been put into a business. Intrinsic value is a present-value estimate of the cash that can be taken out of a business during its remaining life. At most companies, the two values are unrelated. Berkshire, however, is an exception: Our book value, though significantly below our intrinsic value, serves as a useful device for tracking that key figure. In 1993, each measure grew by roughly 14%, advances that I would call satisfactory but unexciting.

For tax and other reasons, private companies also often find it difficult to diversify outside their industries. Berkshire, in contrast, can diversify with ease. So in shifting their ownership to Berkshire, Dexter's shareholders solved a reinvestment problem. Moreover, though Harold and Peter now have non-controlling shares in Berkshire, rather than controlling shares in Dexter, they know they will be treated as partners and that we will follow owner-oriented practices. If they elect to retain their Berkshire shares, their investment result from the merger date forward will exactly parallel my own result. Since I have a huge percentage of my net worth committed for life to Berkshire shares - and since the company will issue me neither restricted shares nor stock options - my gain-loss equation will always match that of all other owners.

We've previously discussed look-through earnings, which we believe more accurately portray the earnings of Berkshire than does our GAAP result. As we calculate them, look-through earnings consist of: (1) the operating earnings reported in the previous section, plus; (2) the retained operating earnings of major investees that, under GAAP accounting, are not reflected in our profits, less; (3) an allowance for the tax that would be paid by Berkshire if these retained earnings of investees had instead been distributed to us. The "operating earnings" of which we speak here exclude capital gains, special accounting items and major restructuring charges.

We have told you that we expect the undistributed, hypothetically-taxed earnings of our investees to produce at least equivalent gains in Berkshire's intrinsic value. To date, we have far exceeded that expectation. For example, in 1986 we bought three million shares of Capital Cities/ABC for $172.50 per share and late last year sold one-third of that holding for $630 per share. After paying 35% capital gains taxes, we realized a $297 million profit from the sale. In contrast, during the eight years we held these shares, the retained earnings of Cap Cities attributable to them - hypothetically taxed at a lower 14% in accordance with our look-through method - were only $152 million. In other words, we paid a much larger tax bill than our look- through presentations to you have assumed and nonetheless realized a gain that far exceeded the undistributed earnings allocable to these shares.

We've previously discussed look-through earnings, which consist of: (1) the operating earnings reported in the previous section, plus; (2) the retained operating earnings of major investees that, under GAAP accounting, are not reflected in our profits, less; (3) an allowance for the tax that would be paid by Berkshire if these retained earnings of investees had instead been distributed to us. Though no single figure can be perfect, we believe that the look-through number more accurately portrays the earnings of Berkshire than does the GAAP number.

I've told you that over time look-through earnings must increase at about 15% annually if our intrinsic business value is to grow at that rate. Our look-through earnings in 1992 were $604 million, and they will need to grow to more than $1.8 billion by the year 2000 if we are to meet that 15% goal. For us to get there, our operating subsidiaries and investees must deliver excellent performances, and we must exercise some skill in capital allocation as well.

We cannot promise to achieve the $1.8 billion target. Indeed, we may not even come close to it. But it does guide our decision- making: When we allocate capital today, we are thinking about what will maximize look-through earnings in 2000. We do not, however, see this long-term focus as eliminating the need for us to achieve decent short-term results as well. After all, we were thinking long-range thoughts five or ten years ago, and the moves we made then should now be paying off. If plantings made confidently are repeatedly followed by disappointing harvests, something is wrong with the farmer. (Or perhaps with the farm: Investors should understand that for certain companies, and even for some industries, there simply is no good long-term strategy.) Just as you should be suspicious of managers who pump up short-term earnings by accounting maneuvers, asset sales and the like, so also should you be suspicious of those managers who fail to deliver for extended periods and blame it on their long-term focus. (Even Alice, after listening to the Queen lecture her about "jam tomorrow," finally insisted, "It must come sometimes to jam today.")

*Excludes interest expense of Scott Fetzer Financial Group and Mutual Savings & Loan. We've previously discussed look-through earnings, which consist of: (1) the operating earnings reported in the previous section, plus; (2) the retained operating earnings of major investees that, under GAAP accounting, are not reflected in our profits, less; (3) an allowance for the tax that would be paid by Berkshire if these retained earnings of investees had instead been distributed to us.

Two other outcomes that I did not foresee also hurt look- through earnings in 1991. First, we had a break-even result from our interest in Wells Fargo (dividends we received from the company were offset by negative retained earnings). Last year I said that such a result at Wells was "a low-level possibility - not a likelihood." Second, we recorded significantly lower - though still excellent - insurance profits.

Now change the assumption and posit that the $1 million represents "normal earning power" and that earnings will bob around this figure cyclically. A "bob-around" pattern is indeed the lot of most businesses, whose income stream grows only if their owners are willing to commit more capital (usually in the form of retained earnings). Under our revised assumption, $1 million of earnings, discounted by the same 10%, translates to a $10 million valuation. Thus a seemingly modest shift in assumptions reduces the property's valuation to 10 times after-tax earnings (or about 6 1/2 times pre-tax earnings).

Our 17% share of the company's earnings amounted to more than $83 million last year. Yet only about $530,000 ($600,000 of dividends 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 unrecorded 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 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, however, Berkshire would report far greater "earnings."

This company, the country's leading producer of small and medium-sized air compressors, achieved record sales of $109 million, more than 30% of which came from products introduced during the last five years. * * * * * * * * * * * * In looking at the figures for our non-insurance operations, you will see that net worth increased by only $47 million in 1990 although earnings were $133 million. This does not mean that our managers are in any way skimping on investments that strengthen their business franchises or that promote growth. Indeed, they diligently pursue both goals. But they also never deploy capital without good reason. The result: In the past five years they have funneled well over 80% of their earnings to Charlie and me for use in new business and investment opportunities.

I'm enclosing a list of everyone from whom we have ever bought a business, and I invite 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 important 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, operating strategies, etc. are his bailiwick. Some Berkshire managers talk over some of their decisions with me; some don't.

Buffett called See's Candies the 'headwaters' from which much of Berkshire's later success flowed. The business threw off cash that Berkshire redeployed into other opportunities, and the experience taught Buffett and Munger what a wonderful business felt like — light on capital, strong on brand, able to raise prices. Without that education, he wrote, Berkshire would not have bought Coca-Cola when it did.

On how one good business educated two decades of capital allocation.

If you combine the earnings and net worths of these four segments, you will derive totals matching those shown on our GAAP statements. However, I want to emphasize that this four-category presentation does not fall within the purview of our auditors, who in no way bless it. In addition to our reported earnings, we also benefit from significant earnings of investees that standard accounting rules do not permit us to report. On page 15, we list five major investees from which we received dividends in 1989 of about $45 million, after taxes. However, our share of the retained earnings of these investees totaled about $212 million last year, not counting large capital gains realized by GEICO and Coca-Cola. If this $212 million had been distributed to us, our own operating earnings, after the payment of additional taxes, would have been close to $500 million rather than the $300 million shown in the table.

A second form of zero-coupon U. S. Treasury issue, also benign and useful, surfaced in the last decade. One problem with a normal bond is that even though it pays a given interest rate - say 10% - the holder cannot be assured that a compounded 10% return will be realized. For that rate to materialize, each semi- annual coupon must be reinvested at 10% as it is received. If current interest 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 investors 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."

I would say that the controlled company offers two main advantages. First, when we control a company we get to allocate capital, whereas we are likely to have little or nothing to say about this process with marketable holdings. This point can be important because the heads of many companies are not skilled in capital allocation. Their inadequacy is not surprising. Most bosses rise to the top because they have excelled in an area such as marketing, production, 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 Chairman of the Federal Reserve.

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-allocation 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 marketable 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 during the past year. As a consequence, a given business result can now deliver 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.

Buffett proposed that analysts and owners think in terms of 'owner earnings' rather than reported earnings. Owner earnings, he wrote, equal reported net income plus depreciation, amortization, and other non-cash charges, minus the average annual amount of capitalized expenditure a business needs to maintain its unit volume and competitive position. The gap between accounting earnings and owner earnings is where many businesses quietly consume their owners' capital.

The definition Buffett offered as a better proxy for distributable cash than EPS or even operating cash flow.

Buffett argued that a business that must continuously reinvest to stay competitive — a textile mill, an airline — reports earnings that are economically fictional for the owner, because the cash never reaches the owner; it is consumed by the business itself. The test is whether a dollar of retained earnings eventually produces more than a dollar of market value. If not, the business is destroying capital regardless of what its income statement says.

Connecting owner earnings to the retained-earnings test.

The second job Charlie and I must handle is the allocation of capital, which at Berkshire is a considerably more important challenge than at most companies. Three factors make that so: we earn more money than average; we retain all that we earn; and, we are fortunate to have operations that, for the most part, require little incremental capital to remain competitive and to grow. Obviously, the future results of a business earning 23% annually and retaining it all are far more affected by today’s capital allocations than are the results of a business earning 10% and distributing half of that to shareholders. If our retained earnings - and those of our major investees, GEICO and Capital Cities/ABC, Inc. - are employed in an unproductive manner, the economics of Berkshire will deteriorate very quickly. In a company adding only, say, 5% to net worth annually, capital- allocation decisions, though still important, will change the company’s economics far more slowly.

Capital allocation at Berkshire was tough work in 1986. We did make one business acquisition - The Fechheimer Bros. Company, which we will discuss in a later section. Fechheimer is a company with excellent economics, run by exactly the kind of people with whom we enjoy being associated. But it is relatively small, utilizing only about 2% of Berkshire’s net worth.

Meanwhile, we had no new ideas in the marketable equities field, an area in which once, only a few years ago, we could readily employ large sums in outstanding businesses at very reasonable prices. So our main capital allocation moves in 1986 were to pay off debt and stockpile funds. Neither is a fate worse than death, but they do not inspire us to do handsprings either. If Charlie and I were to draw blanks for a few years in our capital-allocation endeavors, Berkshire’s rate of growth would slow significantly.

Buffett explained that the textile business had been a chronic disappointment despite capable management. The problem was structural: the industry's economics — commodity output, intense competition, heavy reinvestment merely to stay even — overwhelmed the efforts of honest operators. He closed the operation rather than continue pouring capital into a business that could not earn an adequate return, framing it as a lesson that a bad business is not redeemed by good people.

On closing the original Berkshire textile mills; the founding mistake of the Berkshire name.

Using See's Candies as the example, Buffett distinguished accounting goodwill — what is recorded on the balance sheet after an acquisition — from economic goodwill, the excess return a consumer brand earns over its tangible capital. He argued economic goodwill tends to compound: a brand with pricing power can raise prices with inflation while requiring little tangible capital to grow, so its return on tangible equity rises over time.

On the real source of See's value: not its factories but its brand and customer attachment.

When returns on capital are ordinary, an earn-more-by- putting-up-more record is no great managerial achievement. You can 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 announcements 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.

The power of this simple math is often ignored by companies to the detriment of their shareholders. Many corporate compensation plans reward managers handsomely for earnings increases produced solely, or in large part, by retained earnings - i.e., earnings withheld from owners. For example, ten-year, fixed-price stock options 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 account 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-quarter of the annual earnings.

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 retained earnings, not because it did well with the capital in its hands. Managers actually apply a double standard to options. Leaving aside warrants (which deliver the issuing corporation immediate 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 unthinkable 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. (Negotiating with one's self seldom produces a barroom brawl.) Managers regularly engineer ten-year, fixed-price options for themselves and associates that, first, totally ignore the fact that retained earnings 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.

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.

In 1984, we had a virtually identical transaction with General Foods. The only difference was that General Foods repurchased its stock over a period of time in the open market, whereas GEICO had made a 'one-shot' tender offer. In the General Foods case we sold to the company, on each day that it repurchased shares, a quantity of shares that left our ownership percentage precisely unchanged. Again our transaction was pursuant to a written contract executed before repurchases began. And again the money we received was far less than the retained earnings that had inured to our ownership interest since our purchase. Overall we received $21,843,601 in cash from General Foods, and our ownership remained at exactly 8.75%.

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 retention-no-matter-how-unattractive-the-return situation was communicated 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 retained for reinvestment in the business, that dollar was transformed into only 25 cents 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 corporate slogan, 'Dig We Must'.)

If, however, interest rates were 15%, no rational investor would want his money invested for him at 10%. Instead, the investor 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 bondholder is appropriate for owners in thinking about whether a company's unrestricted earnings should be retained or paid out. Of course, the analysis is much more difficult and subject to error because 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 corporations that consistently show good returns both on equity and on overall incremental capital have, indeed, employed a large portion of their retained earnings on an economically unattractive, even disastrous, basis. Their marvelous core businesses, however, whose earnings grow year after year, camouflage repeated failures in capital allocation elsewhere (usually involving high-priced acquisitions of businesses that have inherently mediocre economics). The managers at fault periodically report on the lessons they have learned from the latest disappointment. They then usually seek out future lessons. (Failure seems to go to their heads.)

Let's now turn to Berkshire Hathaway and examine how these dividend principles apply to it. Historically, Berkshire has earned well over market rates on retained earnings, thereby creating over one dollar of market value for every dollar retained. Under such circumstances, any distribution would have been contrary to the financial interest of shareholders, large or small.

Our present plan is to use our retained earnings to further build the capital of our insurance companies. Most of our competitors are in weakened financial condition and reluctant to expand substantially. Yet large premium-volume gains for the industry are imminent, amounting probably to well over $15 billion in 1985 versus less than $5 billion in 1983. These circumstances could produce major amounts of profitable business for us. Of course, this result is no sure thing, but prospects for it are far better than they have been for many years.

o Our preference would be to reach this goal by directly owning a diversified group of businesses that generate cash and consistently 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 subsidiaries. The price and availability of businesses and the need for insurance capital determine any given year's capital allocation.

o 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 market 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.

Book value is an accounting concept, recording the accumulated financial input from both contributed capital and retained earnings. Intrinsic business value is an economic concept, estimating future cash output discounted to present value. Book value tells you what has been put in; intrinsic business value estimates what can be taken out. An analogy will suggest the difference. Assume you spend identical amounts putting each of two children through college. The book value (measured by financial input) of each child's education would be the same. But the present value of the future payoff (the intrinsic business value) might vary enormously - from zero to many times the cost of the education. So, also, do businesses having equal financial input end up with wide variations in value.

The following table shows our 1983 yearend net holdings in marketable equities. All numbers represent 100% of Berkshire's holdings, and 80% of Wesco's holdings. The portion attributable to minority shareholders of Wesco has been excluded. (a) WESCO owns shares in these companies. Based upon present holdings and present dividend rates - excluding any special items such as the GEICO proportional redemption last year - we would expect reported dividends from this group to be approximately $39 million in 1984. We can also make a very rough guess about the earnings this group will retain that will be attributable to our ownership: these may total about $65 million for the year. These retained earnings could well have no immediate effect on market prices of the securities. Over time, however, we feel they will have real meaning.

(We are aware of the pie-expanding argument that says that such activities improve the rationality of the capital allocation process. 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.)

We prefer a concept of 'economic' earnings that includes all undistributed earnings, regardless of ownership percentage. 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 accounting 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 earnings 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 business valuation.

We attach real significance to the general magnitude of these numbers, but we don't believe they should be carried to ten decimal places. Realization by Berkshire of such retained earnings through improved market valuations is subject to very substantial, but indeterminate, taxation. And while retained earnings over the years, and in the aggregate, have translated into at least equal market value for shareholders, the translation has been both extraordinarily uneven among companies and irregular and unpredictable in timing.

Within this gigantic auction arena, it is our job to select businesses with economic characteristics allowing each dollar of retained 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 corporation 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.

However, our belief is that, in aggregate, those undistributed and, therefore, unrecorded earnings will be translated into tangible value for Berkshire shareholders just as surely as if subsidiaries we control had earned, retained - and reported - similar earnings. We know that this translation of non-controlled ownership earnings into corresponding realized and unrealized capital gains for Berkshire will be extremely irregular as to time of occurrence. While market values track business values quite well over long periods, in any given year the relationship can gyrate capriciously. Market recognition of retained earnings also will be unevenly realized among companies. It will be disappointingly low or negative in cases where earnings are employed non- productively, and far greater than dollar-for-dollar of retained earnings in cases of companies that achieve high returns with their augmented capital. Overall, if a group of non-controlled companies is selected with reasonable skill, the group result should be quite satisfactory.

Under present conditions, a business earning 8% or 10% on equity often has no leftovers for expansion, debt reduction or 'real' dividends. The tapeworm of inflation simply cleans the plate. (The low-return company's inability to pay dividends, understandably, is often disguised. Corporate America increasingly is turning to dividend reinvestment plans, sometimes even embodying a discount arrangement that all but forces shareholders to reinvest. Other companies sell newly issued shares to Peter in order to pay dividends to Paul. Beware of 'dividends' that can be paid out only if someone promises to replace the capital distributed.)

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, massive deterioration in the value of assets already in place would occur. 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 possibilities 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 businesses in which they reside. Rather, the value of those retained earnings 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 statements, we still own part of the tree.

(We can't resist pausing here for a short commercial. One usage of retained earnings we often greet with special enthusiasm when practiced by companies in which we have an investment interest is repurchase of their own shares. The reasoning is simple: if a fine business is selling in the market place for far less than intrinsic value, what more certain or more profitable utilization of capital 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 - frequently more than full price when a company buys the entire ownership of another enterprise. But the auction nature of security 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 negotiated acquisition of another enterprise.)

As we have noted, we evaluate single-year corporate performance by comparing operating earnings to shareholders' equity with securities valued at cost. Our long-term yardstick of performance, however, includes all capital gains or losses, realized or unrealized. We continue to achieve a long-term return on equity that considerably exceeds the average of our yearly returns. The major factor causing this pleasant result is a simple one: the retained earnings of those non-controlled holdings we discussed earlier have been translated into gains in market value.

Of course, this translation of retained earnings into market price appreciation is highly uneven (it goes in reverse some years), unpredictable as to timing, and unlikely to materialize on a precise dollar-for-dollar basis. And a silly purchase price for a block of stock in a corporation can negate the effects of a decade of earnings retention by that corporation. But when purchase prices are sensible, some long-term market recognition of the accumulation of retained earnings almost certainly will occur. Periodically you even will receive some frosting on the cake, with market appreciation far exceeding post-purchase retained earnings.

Of course, the two forms of taxation co-exist and interact since explicit taxes are levied on nominal, not real, income. Thus you pay income taxes on what would be deficits if returns to stockholders were measured in constant dollars. At present inflation rates, we believe individual owners in medium or high tax brackets (as distinguished from tax-free entities such as pension funds, eleemosynary institutions, etc.) should expect no real long-term return from the average American corporation, even though these individuals reinvest the entire after-tax proceeds from all dividends they receive. The average return on equity of corporations is fully offset by the combination of the implicit tax on capital levied by inflation and the explicit taxes levied both on dividends and gains in value produced by retained earnings.

As we said last year, Berkshire has no corporate solution to the problem. (We'll say it again next year, too.) Inflation does not improve our return on equity. Indexing is the insulation that all seek against inflation. But the great bulk (although there are important exceptions) of corporate capital is not even partially indexed. Of course, earnings and dividends per share usually will rise if significant earnings are 'saved' by a corporation; i.e., reinvested instead of paid as dividends. But that would be true without inflation. A thrifty wage earner, likewise, could achieve regular annual increases in his total income without ever getting a pay increase - if he were willing to take only half of his paycheck in cash (his wage 'dividend') and consistently add the other half (his 'retained earnings') to a savings account. Neither this high- saving wage earner nor the stockholder in a high-saving corporation whose annual dividend rate increases while its rate of return on equity remains flat is truly indexed.

Of course, whether or not the undistributed earnings of GEICO are picked up annually in our operating earnings figure has nothing to do with their economic value to us, or to you as owners of Berkshire. The value of these retained earnings will be determined by the skill with which they are put to use by GEICO management. On this score, we simply couldn't feel better. GEICO represents the best of all investment worlds - the coupling of a very important and very hard to duplicate business advantage with an extraordinary management whose skills in operations are matched by skills in capital allocation.

That combination - the inflation rate plus the percentage of capital that must be paid by the owner to transfer into his own pocket the annual earnings achieved by the business (i.e., ordinary income tax on dividends and capital gains tax on retained earnings) - can be thought of as an 'investor's misery index'. When this index exceeds the rate of return earned on equity by the business, the investor's purchasing power (real capital) shrinks even though he consumes nothing at all. We have no corporate solution to this problem; high inflation rates will not help us earn higher rates of return on equity.

In recent years we have written at length in this section about our insurance equity investments. In 1979 they continued to perform well, largely because the underlying companies in which we have invested, in practically all cases, turned in outstanding performances. Retained earnings applicable to our insurance equity investments, not reported in our financial statements, continue to mount annually and, in aggregate, now come to a very substantial number. We have faith that the managements of these companies will utilize those retained earnings effectively and will translate a dollar retained by them into a dollar or more of subsequent market value for us. In part, our unrealized gains reflect this process.

Earnings attributable to the shares of SAFECO owned by Berkshire at yearend amounted to $6.1 million during 1978, but only the dividends received (about 18% of earnings) are reflected in our operating earnings. We believe the balance, although not reportable, to be just as real in terms of eventual benefit to us as the amount distributed. In fact, SAFECO's retained earnings (or those of other well-run companies if they have opportunities to employ additional capital advantageously) may well eventually have a value to shareholders greater than 100 cents on the dollar.

The aggregate level of such retained earnings attributable to our equity interests in fine companies is becoming quite substantial. It does not enter into our reported operating earnings, but we feel it well may have equal long-term significance to our shareholders. Our hope is that conditions continue to prevail in securities markets which allow our insurance companies to buy large amounts of underlying earning power for relatively modest outlays. At some point market conditions undoubtedly will again preclude such bargain buying but, in the meantime, we will try to make the most of opportunities.

Buffett argued that inflation acts as a tax on equity returns that no business can fully escape, and that the common belief that equities are a natural hedge for inflation is mistaken in the aggregate. The reason, he wrote, is that most businesses must reinvest increasing amounts of capital merely to maintain the same unit volume when inflation raises the cost of inventory and plant, so the owner's share of reported earnings is consumed by the business itself rather than distributed.

On why equities are not automatically an inflation hedge.

During the past two years insurance investments at cost (excluding the investment in our affiliate, Blue Chip Stamps) have grown from $134.6 million to $252.8 million. Growth in insurance reserves, produced by our large gain in premium volume, plus retained earnings, have accounted for this increase in marketable securities. In turn, net investment income of the Insurance Group has improved from $8.4 million pre-tax in 1975 to $12.3 million pre-tax in 1977.