LETTERS FROM OMAHA A Plain-English Guide to Buffett's Letters
Chapter 09
1985

The year Warren Buffett closed the mills he started with and then sold their looms for $26 apiece, explained why the boat matters more than the rower, likened a stock option to a lottery ticket, and warned that 48% is a comet that will not return.

Shareholder letter dated March 4, 1986
$92.9MProfit from running the businesses
48.2%Growth in book value per share
$1.20BWhat its stockholdings were worth
7Plain lessons inside
Growth of a $1 stake · since year-end 1964 (the start of the Buffett era)
≈ $205.8in the stock, by year-end 1985
≈ $84.5in book value, by year-end 1985
Compounded from Berkshire's own per-share record of market and book value. Approximate, and drawn from public data, not the 1985 letter. The two parted company again this year: the stock roughly doubled, from about $1,275 to about $2,470, while book value per share grew 48.2%, which is the disappearance of the discount the letter describes. As in the two previous chapters, the cover's second figure is growth in book value per share, the measure Buffett reports.
A letter about a comet, a leaking boat, a rocking chair, and a signature

Buffett's ninth famous letter reports a 48.2% gain he compares to Halley's Comet and spends most of its length explaining why it cannot happen again, what twenty years in a bad business taught him, and how to tell real managerial achievement from compound interest.

Profit from running the businesses rose to $92.9 million, the insurers' premiums more than tripled, and selling General Foods to Philip Morris produced most of an unusually large $488 million of pre-tax gains that he insists mean nothing about the year. The news is in the decisions: the textile business is closed, Cap Cities and Scott & Fetzer are bought, Berkshire takes a 7% slice of Fireman's Fund, and an essay on stock options explains why Berkshire's managers are paid in bonuses, and buy their stock like everyone else. Seven plain lessons.

  1. 01Why 48% will not be seen againThe comet
  2. 02A gain is recognized on one day and earned over manyGraduation
  3. 03Change boats, not rowersTextiles
  4. 04Earnings that rise only because capital roseThe rocking chair
  5. 05A lottery ticket, not a shareOptions
  6. 06Capacity is an attitudeInsurance
  7. 07Signature where the mouth isCap Cities
01
The Comet

Why 48% will not be seen again

Net worth grew $613.6 million in 1985, or 48.2%, and Buffett's first move is to tell his owners to forget it. Halley's Comet passed the same year, and he does not expect to see either again.

The idea

Two anchors now hold Berkshire's rate of gain. The market no longer offers bargains, which may pass. And the capital base is more than twenty times what it was a decade ago, which will not, because growth eventually dampens exceptional economics.

Last year's letter carried what he now calls a wildly upbeat message: nothing much was in the works, but something big occasionally popped up. It did, four times, and book value per share has now compounded at 23.2% a year for twenty-one years, "another percentage that will not be repeated." The first anchor is the market. About a decade ago the only question was which bargain to choose. Today the same exceptional businesses sit on the shelf at full price, and Berkshire cannot find significantly undervalued stocks to buy (Exhibit 1).

Plain terms

Net worth, or book value, is the owners' money as the accounts record it. Equity capital is the same money seen from the other side: what the business has to work with. Intrinsic business value is what the business is really worth, the cash it will hand over across its life. A discount is a share price below that value, a premium a price above it.

The second anchor is far more telling. "And an iron law of business is that growth eventually dampens exceptional economics." No company he knows of has amassed $1 billion of equity and then earned 20% or more on it for ten years while reinvesting substantially all of its profits. To average 15% over the next decade Berkshire needs $5.7 billion of profit, up 48% from the $3.9 billion he quoted a year ago, as it must be, since the capital base grew 48%. Leaving aside oil companies, only about 15 American businesses earned that much in the past ten years. "Their problem is our problem."

One more warning, for recent buyers. Berkshire's shares have historically sold modestly below intrinsic value, so a buyer's own result could at least match the business's. Lately the discount has gone and a modest premium has sometimes appeared (Exhibit 2). In aggregate "investor gains must equal business gains," so a newcomer who paid a premium needs it maintained merely to keep pace. His preference is a price that tracks value, and he credits the shareholders for it: virtually all are individuals, not institutions, and institutions, with their large staffs of experienced professionals, are not a force for stability. Ben Graham's prospector explained why forty years ago. Told the oil men's compound was full, he shouted "Oil discovered in hell," watched the oil men stampede out, and then followed them, in case there was some truth to the rumor.

Exhibit 1The shelf, a decade apart · the same kind of business, new price tags
THE SAME KIND OF BUSINESS ON THE SHELF, A DECADE APART · ONLY THE PRICE TAGS CHANGED ABOUT A DECADE AGO "THE ONLY QUESTION WAS WHICH BARGAIN TO CHOOSE." A QUARTER OFF A THIRD OFF HALF OFF GREAT BUSINESSES, PRICED AS IF THEY WERE NOT. THE POST IN 1973: A QUARTER OF ITS VALUE, OR LESS. THE ATTRIBUTES WERE IGNORED · TAGS ILLUSTRATIVE TODAY, YEAR-END 1985 THE SAME ATTRIBUTES, GENEROUSLY APPRAISED. FULL PRICE FULL PRICE FULL PRICE EXCEPTIONAL ECONOMICS, OUTSTANDING MANAGERS, AND NO SIGNIFICANTLY UNDERVALUED STOCKS TO BUY. THE ATTRIBUTES ARE PAID FOR IN FULL THE FIRST ANCHOR, PROBABLY TRANSITORY: A MARKET WITH VERY LITTLE OPPORTUNITY. THE SECOND, FAR MORE TELLING: SIZE. EQUITY CAPITAL IS OVER TWENTY TIMES WHAT IT WAS TEN YEARS AGO, AND GROWTH EVENTUALLY DAMPENS EXCEPTIONAL ECONOMICS.
The kind of business did not change. The tags did. A bargain hunter in a market with no bargains has nothing to do, and that is the first anchor.
Exhibit 2Price and value · what a new owner buys
WHAT A NEW OWNER GETS DEPENDS ON WHERE THE PRICE TAG SITS AGAINST THE VALUE THE BUSINESS VALUE: $100 INTRINSIC VALUE: WHAT IT IS WORTH TO ITS OWNERS. IT GROWS AS THE BUSINESS GROWS. THE ONLY SOURCE OF GAINS, IN AGGREGATE · PRICES ILLUSTRATIVE HISTORICALLY PRICE: $95 MODESTLY BELOW VALUE A BUYER'S OWN RESULT COULD BE EXPECTED TO AT LEAST EQUAL THE BUSINESS'S, AS LONG AS THE DISCOUNT DID NOT WIDEN. GOOD NEWS FOR THE NEWCOMER RECENTLY PRICE: $100+ THE DISCOUNT HAS GONE, AT TIMES A MODEST PREMIUM TO MERELY MATCH THE BUSINESS, A NEW OWNER NEEDS THE PREMIUM HE PAID TO BE MAINTAINED. BAD NEWS FOR THE NEWCOMER WILD SWINGS ABOVE AND BELOW VALUE CHANGE NOTHING IN AGGREGATE. THEY ONLY DECIDE WHICH OWNERS GET THE GAINS. HIS PREFERENCE: A PRICE THAT CONSISTENTLY APPROXIMATES VALUE, SO EVERY OWNER PROSPERS AS THE BUSINESS DOES.
Below value, a newcomer gets at least the business's gains. Above it, he needs the premium to last just to break even with the business. Over time, owners as a group get exactly what the business earns, and nothing more.
$613.6M
Gain in net worth during 1985, or 48.2%
23.2%
Compounded yearly over twenty-one years, from $19.46 a share
20×+
Equity capital now, against ten years ago: more than twenty times
$5.7B
Profits needed over the next ten years to average 15%, up from $3.9B
Picture it

Finding a $20 bill on the sidewalk doubles a child's pocket money and does nothing for her father's savings. Berkshire's pocket is now more than twenty times the size it was a decade ago, and the sidewalks, as he describes the market, have been swept clean. That is why 48% is a comet.

02
Graduation

A gain is recognized on one day and earned over many

Berkshire reported $488 million of pre-tax gains from selling securities, most of it from General Foods. Buffett wants you to know that the number says nothing about how 1985 went.

The idea

A stock can grow in value for a decade, a little each year, and reported earnings record none of it until the year it is sold, when all of it lands at once. Realized gains in any single year are therefore meaningless as a measure of that year.

"Security profits in a given year bear similarities to a college graduation ceremony in which the knowledge gained over four years is recognized on a day when nothing further is learned." General Foods is the case in point (Exhibit 3). Berkshire held most of its shares from 1980, bought far below business value. Jim Ferguson and Phil Smith raised that value year by year, and last fall Philip Morris made an offer that reflected it. The sale produced $338 million of the year's $488 million pre-tax gains, and the year of sale gets credit for all of it.

Plain terms

A realized gain is the profit booked when something is sold: the price received minus the price paid. An unrealized gain is the same rise in value while the holding is still owned. For stocks held by Berkshire's insurers, those unrealized changes do flow into net worth every year, but never into reported earnings.

Four factors made the money: a bargain price, fine economics, able managers working for shareholders, and a buyer willing to pay full value. Only the last produces reported earnings, and he spends no time looking for it. "In selecting common stocks, we devote our attention to attractive purchases, not to the possibility of attractive sales." Berkshire also again sold shares back to the Post and General Foods in proportion to their buybacks, leaving its stakes unchanged, which the IRS taxes as a dividend and the accounts, as last year, show as a gain.

Exhibit 3Graduation day · when the gain is recognized
GENERAL FOODS, MOSTLY HELD SINCE 1980 · VALUE GREW YEAR BY YEAR. THE BOOKS NOTICED ON ONE DAY. 1980 BOUGHT, FAR BELOW VALUE 1981 BUSINESS VALUE GROWS 1982 BUSINESS VALUE GROWS 1983 BUSINESS VALUE GROWS 1984 BUSINESS VALUE GROWS 1985 SOLD TO PHILIP MORRIS AT FULL BUSINESS VALUE GAIN FROM THE SALE, AS REPORTED EACH YEAR: NONE NONE NONE NONE NONE $338M THE STACKS ILLUSTRATE A STEADY RISE IN VALUE, NOT YEARLY FIGURES. DIVIDENDS AND THE SMALL SPECIAL DISTRIBUTIONS ARE LEFT ASIDE. LIKE A GRADUATION: FOUR YEARS OF LEARNING, RECOGNIZED ON A DAY WHEN NOTHING FURTHER IS LEARNED. FOUR FACTORS: A BARGAIN PRICE, FINE ECONOMICS, ABLE OWNER-MINDED MANAGERS, AND A BUYER WILLING TO PAY FULL VALUE. ONLY THE LAST PRODUCES REPORTED EARNINGS. THE FIRST THREE ARE THE ONES BUFFETT LOOKS FOR.
Five years of growth, one day of recognition. The year of sale gets the credit for work done in the years before it. Judge the purchase, not the ceremony.
Picture it

You sell the house you lived in for twenty years and the gain appears on one afternoon's closing statement. It was earned a little every year, mostly in years when nobody wrote anything down. The afternoon tells you nothing about the twentieth year.

·
The Stockholdings

What is left on the shelf

The basket is smaller and worth far more per dollar paid: $275 million of cost worth $1.20 billion at year-end, $4.36 for every dollar paid, with GEICO alone nearly half of it.

General Foods is gone, sold to Philip Morris, and the list now shows only positions worth over $25 million. Beatrice is a parking place: a short-term arbitrage holding in an announced sale, taken "when we have more money than ideas," and not a totally safe one. The insurers also hold about $400 million of tax-exempt bonds, including $194 million at cost of the WPPSS issues described last year, now carrying an unrealized gain of $62 million and paying about $30 million a year tax-free.

Exhibit 4The portfolio · paid vs. worth at year-end 1985
CompanyWhat it isBoughtPaidWorth '85Compounded/yr
The Washington PostNewspapers1973$9.7M$205.2M≈29%
GEICOCar insurance1976, '79 & '80$45.7M$596.0Mmixed
Affiliated PublicationsNewspapers~1973$3.5M$55.7Mn/a
Handy & HarmanPrecious metals~1979$27.3M$43.7Mn/a
TimeMagazines · publishing~1982$20.4M$52.7Mn/a
American BroadcastingTelevision~1984$54.4M$109.0Mn/a
BeatriceFood · arbitragenew$106.8M$108.1Mnew
All other holdings$7.2M$28.0M
Total common stocks$275.1M$1,198.3M
Compounded/yr is roughly how fast a holding has grown per year since it was bought, shown only where the purchase year is documented. Holdings bought in stages are marked mixed, guessed years (~) are left unrated, and the Post's cost is lower than last year because some shares were sold back to it. New to the list does not mean bought this year.
03
Textiles

Change boats, not rowers

In July Buffett decided to close the textile mills that were all of Berkshire when he bought it, and in early 1986 sold their looms for scrap. The history, he says, is instructive, and the instruction is about which business you are in.

The idea

A manager's record depends far more on the boat he is in than on how hard he rows. In a commodity business, each sensible investment is soon matched by enough competitors, so capital goes in and returns stay anemic. When the boat leaks for good, change boats.

Buffett Partnership bought control of Berkshire Hathaway 21 years ago with $22 million of book value, all in textiles, and a nine-year record of $530 million of sales producing a $10 million loss: "one step forward, two steps back." Ken Chace, made president at once, ran the mills excellently, and in early 1967 their cash bought National Indemnity, Berkshire's entry into insurance. The mills themselves never became a good earner. He stayed in for the reasons the 1978 letter gave, including that the business should average modest cash returns. "It turned out that I was very wrong about (4)." After a moderately profitable 1979 the mills consumed major amounts of cash, and by mid-1985 that was almost sure to continue. Buyers' interest was nil.

Plain terms

A commodity business sells a product customers cannot tell from a rival's, so price is the only lever. Capital expenditure is money spent on plant and machines. Book value of equipment is its cost minus the depreciation written off, and replacement value is what buying it new would cost: the auction below shows what either is worth when nobody wants the machines.

Why not invest his way out? Every proposal to modernize looked like a winner, often better on paper than spending in the candy or newspaper businesses. But rivals at home and abroad made the same investments, and once enough did, lower costs became lower prices for everyone (Exhibit 5). Burlington Industries, the largest American textile company then and now, chose to stay and spent about $3 billion over 21 years (Exhibit 6). Its shareholders got a stock worth a little over its 1964 price while the cost of living more than tripled. "[A] good managerial record (measured by economic returns) is far more a function of what business boat you get into than it is of how effectively you row." Intelligence and effort help considerably in any boat, he allows, but they do not change the boat. He faults himself for not quitting sooner: 250 mills had closed since 1980, whose owners simply processed the same facts more objectively. The union, poorly paid and cooperative throughout, deserves no blame, and the workers performed superbly even during the liquidation.

The postscript is an auction (Exhibit 7). Machinery that cost about $13 million, stood on the books at $866,000, and would cost perhaps $30 million to $50 million new brought $163,122, less than the costs of selling it. Looms bought for $5,000 in 1981 found no takers at $50 and went for scrap at $26. Two paper routes in Buffalo, or a single See's shop, carry more economic goodwill than the whole lot fetched.

Exhibit 5The parade · why every mill's smart investment made all of them poorer
EACH MILL'S NEW MACHINE LOOKED LIKE A WINNER. BUFFETT'S PARADE SHOWS WHY NONE OF THEM WON. ONE MILL INVESTS ON TIPTOE, HE SEES THE PARADE A LITTLE BETTER. THE NEW LOOMS CUT HIS COSTS. HIS PRICES HOLD. VIEWED ALONE: RATIONAL, COST-EFFECTIVE EVERY MILL INVESTS EVERYONE ON TIPTOE. NOBODY SEES BETTER. LOWER COSTS BECAME LOWER PRICES, INDUSTRY-WIDE. VIEWED TOGETHER: THE DECISIONS CANCEL OUT AFTER EACH ROUND, ALL THE PLAYERS HAD MORE MONEY IN THE GAME, AND RETURNS STAYED ANEMIC. A MISERABLE CHOICE: INVEST HEAVILY FOR TERRIBLE RETURNS, OR REFUSE AND FALL BEHIND. BUFFETT TOOK A THIRD PATH: OUT.
Each mill's new looms were rational on their own and self-defeating together. In a commodity business, your cost savings become everyone's price cuts, and the capital never comes back.
Exhibit 6Burlington · 21 years of rowing brilliantly in the wrong boat
BURLINGTON INDUSTRIES · 21 YEARS OF ROWING BRILLIANTLY IN THE WRONG BOAT 1964 SALES $1.2 BILLION (BERKSHIRE: $50 MILLION) STOCK: $60 (BERKSHIRE: $13) 1964 TO 1985 CAPITAL SPENDING ABOUT $3 BILLION OVER $200 A SHARE ON THAT $60 STOCK 1985 TO NOW SALES ABOUT $2.8B IN 1985 STOCK NOW $34 AFTER A 2-FOR-1 SPLIT, JUST A LITTLE OVER $60 ADJUSTED MEANWHILE THE CPI MORE THAN TRIPLED. EACH SHARE BUYS ABOUT A THIRD OF WHAT IT DID IN 1964 THE LARGEST TEXTILE COMPANY IN THE COUNTRY, THEN AND NOW. RATIONAL DECISIONS, HE SURMISES, ALL THE WAY. A HORSE THAT CAN COUNT TO TEN IS A REMARKABLE HORSE, NOT A REMARKABLE MATHEMATICIAN. SAMUEL JOHNSON, VIA BUFFETT. A TEXTILE COMPANY THAT ALLOCATES CAPITAL BRILLIANTLY IS A REMARKABLE TEXTILE COMPANY, NOT A REMARKABLE BUSINESS.
Rational capital decisions, by Buffett's own surmise, every step of the way. The result was a share that buys a third of what it did. The boat decided the outcome before the rowers sat down.
Exhibit 7The auction · four prices for the same machines
THE AUCTION, EARLY 1986 · FOUR PRICES FOR THE MACHINES FROM ABOUT 750,000 SQUARE FEET OF MILL WHAT IT COST BERKSHIRE ABOUT $13 MILLION INCLUDING $2 MILLION SPENT IN 1980-84 WHAT THE BOOKS SAID $866,000 AFTER ACCELERATED DEPRECIATION WHAT IT WOULD COST NEW PERHAPS $30-50 MILLION THOUGH NO SANE MANAGEMENT WOULD BUY IT WHAT IT FETCHED $163,122 GROSS. AFTER THE SALE COSTS, LESS THAN ZERO ONE LOOM BOUGHT IN 1981: $5,000 NO TAKERS AT $50 SCRAPPED AT $26 LESS THAN IT COST TO HAUL AWAY. A COLLECTION OF ASSETS THAT ONCE EMPLOYED OVER 1,000 PEOPLE. TWO PAPER ROUTES IN BUFFALO, OR ONE SEE'S SHOP, CARRY MORE ECONOMIC GOODWILL THAN THIS WHOLE PILE OF STEEL FETCHED. AN EDUCATION, HE SAYS, FOR ANYONE WHO WEIGHTS BOOK VALUE OR REPLACEMENT VALUE HEAVILY WHEN PRICING A BUSINESS.
Cost and replacement value said millions, and the books said $866,000. The market said less than zero. What an asset is worth is what it can earn, and these could earn nothing.
$22M
Berkshire's book value in 1965, all of it in textiles
≈$3B
Burlington's capital spending, 1964 to 1985, over $200 a share
$26
Scrap price per loom, against $5,000 paid in 1981
250
Textile mills closed since 1980, by Business Week's count
Picture it

Hire the best chef in the state and put him in a diner on a road the highway bypassed ten years ago. He will cook brilliantly, cut waste, and lose money every year, and so will the chef who replaces him. The road is the business and the chef is the rower. When the road is wrong, the best use of talent is finding another road.

04
The Rocking Chair

Earnings that rise only because capital rose

See's, the News, and the Mart earned $72 million pre-tax in 1985, against about $8 million fifteen years ago. Buffett says even that gain must pass a test before it earns applause, and most corporate gains fail it.

The idea

Earning more by putting up more is no achievement. The question behind any earnings increase is how much new capital it took. A great business needs little. An ordinary one needs about five dollars for every extra dollar of profit, which anyone could match from a rocking chair.

The three businesses pass. Their earnings are $64 million higher and they needed only about $40 million more invested capital to get there, so most of the cash they generated was free to go elsewhere (Exhibit 8). The average American business needs about $5 of added capital for each $1 of added pre-tax earnings, and would have needed over $300 million from its owners to match the group. This is the power of economic goodwill during inflation, as the 1983 appendix explained. He checks the base year too: the $8 million was excellent against the capital then employed, so the comparison is honest.

Plain terms

Return on capital is profit measured against the money tied up in the business. Retained earnings are profits kept rather than paid out, and in an ordinary business they are what makes earnings rise, exactly as reinvested interest makes a savings account grow. Pre-tax means before income taxes, the basis of every figure in this lesson.

Quadruple the money in a savings account and you quadruple its interest. "You would hardly expect hosannas for that particular accomplishment." Yet retirement notices praise chief executives for quadrupling earnings with nobody asking whether the capital quadrupled too (Exhibit 9). At 8% interest, a savings account with the interest left in quadruples its earnings in 18 years. Praise may be deserved when returns stayed superior or capital merely doubled, and withheld when capital rose in step with earnings on lackluster returns.

The businesses themselves are much as they were. The Mart set a sales record in a worsening farm economy, and Mrs. B, at 92, still sets a pace nobody can keep up with. See's store volumes remain far beyond any competitor's he knows of, but same-store poundage keeps slipping and margins will narrow unless it stabilizes. At the News, advertising shifted from the paper's own pages into less profitable preprints, costs stayed controlled, and penetration stayed exceptional. Chuck Huggins, Stan Lipsey, and the three generations of Blumkins run them, and Buffett counts himself extraordinarily lucky.

Exhibit 8Three businesses · $64 million more a year, on $40 million more capital
SEE'S, THE NEWS, AND THE MART · $64 MILLION MORE A YEAR, ON $40 MILLION MORE CAPITAL BERKSHIRE'S THREE PRE-TAX EARNINGS A YEAR FIFTEEN YEARS AGO: ABOUT $8M IN 1985: $72M EXTRA CAPITAL NEEDED TO GET THERE: ONLY ABOUT $40M ONE COIN: $8M OF EARNINGS ONE JAR COIN: $20M OF NEW CAPITAL THE REST OF THE CASH WAS FREE TO GO ELSEWHERE THE AVERAGE AMERICAN BUSINESS NEEDS ABOUT $5 OF NEW CAPITAL FOR EACH $1 OF NEW PRE-TAX EARNINGS TO ADD $64M OF EARNINGS: OVER $300M OF NEW CAPITAL FIFTEEN JAR COINS AND MORE, FROM THE OWNERS THE CASH NEVER LEAVES THE BUSINESS ECONOMIC GOODWILL IN AN INFLATIONARY PERIOD, AS THE 1983 APPENDIX EXPLAINED: EARNINGS GROW, THE CAPITAL BILL BARELY DOES. FIRST CHECK THAT THE BASE YEAR WAS NOT DEPRESSED. IT WAS NOT: $8M WAS EXCELLENT AGAINST THE CAPITAL THEN EMPLOYED.
The earnings grew nine times. The capital bill barely moved. The cash a great business throws off is the owners' to redeploy, which is the whole point of owning one.
Exhibit 9The rocking chair · earn more by putting up more
EARN MORE BY PUTTING UP MORE · THE RESULT YOU CAN GET FROM A ROCKING CHAIR THE OWNER $100 AT 8% $8 A YEAR DEPOSIT 4× AS MUCH $400 AT 8% $32 A YEAR EARNINGS QUADRUPLED. NO HOSANNAS. THE RETIRING WIDGET CEO: EARNINGS QUADRUPLED ASK ONE QUESTION: WHAT HAPPENED TO THE CAPITAL? CAPITAL ONLY DOUBLED, OR RETURNS STAYED SUPERIOR THROUGHOUT: PRAISE MAY BE DESERVED CAPITAL QUADRUPLED TOO, ON LACKLUSTER RETURNS: APPLAUSE SHOULD BE WITHHELD A SAVINGS ACCOUNT AT 8% QUADRUPLES ITS INTEREST IN 18 YEARS. WHEN RETURNS ON CAPITAL ARE ORDINARY, GROWTH FROM RETAINED EARNINGS IS COMPOUND INTEREST, NOT MANAGEMENT. THE POWER OF THIS SIMPLE MATH, HE WRITES, IS OFTEN IGNORED BY COMPANIES, TO THE DETRIMENT OF THEIR SHAREHOLDERS.
Four times the deposit, four times the interest, and no skill involved. Ask what happened to the capital before admiring what happened to the earnings.
$72M
Pre-tax earnings of See's, the News, and the Mart in 1985
≈$8M
Their pre-tax earnings fifteen years ago, before Berkshire owned any of them
≈$40M
Extra capital the three needed for $64M of extra earnings
$300M+
What the average American business would have needed for the same gain
Picture it

Two neighbors boast that their savings interest doubled in a decade. One doubled it by moving to a bank paying twice the rate. The other doubled it by depositing twice the money. Only one of them has done anything, and the other has been sitting in a rocking chair.

05
Options

A lottery ticket, not a share

From the savings account Buffett builds a case against the ten-year fixed-price stock option, the pay device companies grant routinely, and explains the different system Berkshire uses instead.

The idea

A fixed-price option gains value simply because the company keeps its earnings, whether or not the manager did anything with them. It has no downside and no capital cost, so it is not ownership. It is a lottery ticket, and the right pay for a manager is a bonus for results in his own unit.

Give your $100,000 savings account to a trustee who pays out a quarter of the 8% interest and keeps the rest (Exhibit 10). After ten years the account is worth $179,084, earnings are up about 70%, and every chart marches skyward. Now grant him a ten-year option at year-one value: he profits handsomely for having held on to your money. Many stock options have worked exactly that way. Managers apply a double standard: warrants aside, he believes, nowhere in business are ten-year fixed-price options granted to outsiders. "Negotiating with one's self seldom produces a barroom brawl."

Plain terms

A stock option is the right to buy shares later at a price fixed today, so the holder gains if the price rises and loses nothing if it falls. A carrying cost is what capital costs to hold: an owner pays it every year, an option holder never. The payout ratio is the share of earnings paid as dividends.

Options are also blind. Once granted, "the sluggard receives rewards from his options precisely as does the star," and a managerial Rip Van Winkle could not wish for a better incentive system. The rhetoric says options put managers and owners in the same boat. Exhibit 11 shows the two boats. An owner bears the cost of capital and the risk of loss. An option holder bears neither, which is why Buffett would accept a lottery ticket as a gift and never buy one. His three points: tie options only to managers with overall responsibility, since a .350 hitter on a last-place team still deserves his payoff. Structure them with a charge for retained earnings and price them at true business value, not at the depressed market prices managers call unrealistic when a bidder appears. And some managers he admires enormously disagree, and have built cultures where options work: "If it ain't broke, don't fix it."

Berkshire pays bonuses for results in each manager's own bailiwick, defined by that business's economics, and never looks at the stock price when writing the checks. The bonuses can run to five times salary or more, with no cap and no regard to seniority, and one manager's could top $2 million in 1986. "(I hope so.)" Managers who want to own Berkshire buy it in the market with their own money, and many have. Bearing the risks and the carrying costs, they truly walk in the shoes of owners.

Exhibit 10The trustee's savings account · ten years, one option
YOUR $100,000 SAVINGS ACCOUNT AT 8%, "MANAGED" BY A TRUSTEE WHO PAYS OUT A QUARTER OF IT THE ACCOUNT YEAR 1 YEAR 10 $100,000 $179,084 YEARLY EARNINGS YEAR 1 YEAR 10 $8,000 $13,515 YOUR "DIVIDEND" YEAR 1 YEAR 10 $2,000 $3,378 EVERY CHART MARCHES SKYWARD. THE "MANAGER" DID NOTHING BUT HOLD ON TO THREE-QUARTERS OF YOUR INTEREST. NOW GIVE HIM AN OPTION STRUCK AT YEAR-ONE VALUE TEN YEARS LATER THE ACCOUNT IS WORTH 79% MORE. HIS PROFIT CAME FROM YOUR EARNINGS, WITHHELD AND COMPOUNDED. MANY STOCK OPTIONS HAVE GAINED VALUE EXACTLY THIS WAY: FROM RETAINED EARNINGS, NOT FROM WHAT MANAGEMENT DID WITH THEM. A MACHIAVELLIAN TRUSTEE, HE ADDS, MIGHT ALSO CUT THE PAYOUT ONCE FIRMLY ENTRENCHED. THE FIGURES ARE BUFFETT'S.
The account grew because three-quarters of its interest stayed in it. The trustee's option grew with the account. He was paid for your patience, not his judgment.
Exhibit 11Two boats · the owner and the option holder
"THE SAME FINANCIAL BOAT," THE RHETORIC SAYS. IN REALITY, TWO VERY DIFFERENT BOATS. THE OWNER'S BOAT PAYS FOR THE CAPITAL, AND BEARS THE COST YEARLY. WEIGHS UPSIDE AGAINST DOWNSIDE. CAN LOSE. WOULD NEVER BUY A LOTTERY TICKET BERKSHIRE'S MANAGERS WHO BUY ITS STOCK WITH THEIR OWN MONEY SIT IN THIS BOAT THE OPTION HOLDER'S BOAT OPTION NO CAPITAL COST. NO DOWNSIDE AT ALL. TEN YEARS, FIXED PRICE, BLIND TO PERFORMANCE. WOULD HAPPILY ACCEPT ONE AS A GIFT THE SLUGGARD IS PAID PRECISELY AS THE STAR. RIP VAN WINKLE COULD NOT WISH FOR BETTER. WARRANTS ASIDE, HE BELIEVES NO TEN-YEAR FIXED-PRICE OPTION IS GRANTED TO AN OUTSIDER. TEN MONTHS WOULD BE EXTREME. BERKSHIRE'S WAY: BONUSES FOR RESULTS IN THE MANAGER'S OWN UNIT, WITH NO CAP AND NO LOOK AT THE STOCK PRICE.
One passenger paid for his seat and can drown. The other rode free and can only win. An incentive that cannot lose is not an owner's incentive, whatever the rhetoric says.
$179,084
Your $100,000 account after ten years with a quarter paid out
≈70%
Rise in its yearly earnings, from $8,000 to $13,515, with no skill involved
5×
Salary, or more, that a Berkshire manager's bonus can reach
$2M
What one manager's bonus could top in 1986. He hopes so
Picture it

A real estate agent who collects a share of any rise in your house's value over ten years, but none of the fall, and who also decides how much of the rent you may spend. He will advise you to reinvest every dollar in the house, and he will be right, for him. Buffett wants the agent to buy a house of his own.

06
Insurance

Capacity is an attitude

The industry had its worst combined ratio on the table, an estimated 118, and Berkshire's own fell from 134 to 111 while its premiums more than tripled. Buffett explains why the better prices arrived, and why they will not last.

The idea

In most commodity industries, new capacity takes years to build. In insurance it takes a signature, because the amount a company will write depends on how comfortable its managers feel, and comfort is a matter of capital. Good prices attract capital instantly, so the good times are short.

Premiums grew nearly 21% in 1985, which should have cut the combined ratio. Instead losses grew 17%, after 16% in 1984, more than 13 points above inflation, "a modern record." Catastrophes were not the cause, at about 2% of premiums. Reserve corrections were part of it, confessed at what he calls a revival meeting. The larger worry is judicial inflation: the deep pocket "is being sought and found, no matter what the policy wording, the facts, or the precedents." The ratio should still fall sharply in 1986, barring a supercatastrophe, and then two principles take over (Exhibit 12). A commodity earns good profits only when prices are fixed or capacity is short, the price-fixing is gone for good, and "capacity is an attitudinal concept, not a physical fact." About 15 insurers raised well over $3 billion in 1985 to write all the business they could at today's prices, and the pace has accelerated.

Plain terms

The combined ratio is the cents an insurer pays out in claims and costs per premium dollar: above 100 is a loss. Reinsurance lets an insurer pass part of a risk to another company. The gross line is the size of policy an insurer issues, the net line the part it keeps for its own account, and laying off is passing the rest on. A long-tail line is one whose claims take years to surface. A quota share gives a reinsurer a fixed slice of every policy a company writes.

Berkshire's day, promised in earlier letters, arrived with the tight market. Buyers who learned in 1985 that "a policy is only an IOU" fled to its capital, and brokers come to it for something rarer still: the willingness to keep a large risk. Many insurers write big policies and lay off most of each one (Exhibit 13). For years that paid, because issuers kept a far larger share of the premiums than of the risk, until the reinsurers, like Mark Twain's cat, learned to avoid all stoves. Berkshire never played that game and is now willing to risk $10 million of its own money on a single event, if the price is right and the risk is not correlated with others it carries. National Indemnity's advertisement seeking policies with premiums of $1 million or more drew 600 replies and about $50 million of business. "Hold the applause," he adds. It is all long-tail, and it will be at least five years before anyone knows whether it was priced right.

The past misdeeds are still surfacing: the loss figures again revealed significant underreserving at the end of 1984, virtually all of it in reinsurance, and most of that in a few contracts discontinued years ago. He refuses the excuse, recalling the General Reinsurance chairman who, tired of hearing "except for," proposed an Except-For Insurance Company to hold the losses his managers would rather not count. "[T]he real mistake is not the act, but the actor." Elsewhere, Jack Byrne left GEICO, 38% Berkshire-owned and still far ahead of virtually all its major rivals, to run Fireman's Fund, and Berkshire followed him: from September it takes 7% of Fireman's Fund's own business (its reinsurance for outside companies excepted) for four years, holding the premiums until the claims are paid. "Never one to let go of a meal ticket," he explains.

Exhibit 12Capacity is an attitude · the loop that cuts the good years short
WHY THE GOOD TIMES IN INSURANCE ARE SHORT · CAPACITY IS AN ATTITUDE, NOT A PLANT PRICES TURN GOOD CAPACITY IS TIGHT. BUYERS PAY UP. CAPITAL ARRIVES, INSTANTLY ABOUT 15 INSURERS RAISED WELL OVER $3B IN 1985. MORE COMFORT, MORE CAPACITY MANAGERS WRITE WHATEVER THEY FEEL COMFORTABLE WITH. PRICE-CUTTING, THEN LOSSES A FREE-MARKET COMMODITY PRICED LIKE ANY OTHER. LOSSES EVENTUALLY SHRINK THE COMFORT, AND AROUND IT GOES ALUMINUM OR STEEL: A LONG GESTATION BEFORE A NEW PLANT CAN OPEN. INSURANCE: CAPITAL CAN BE SECURED INSTANTLY. A SHORTAGE VANISHES IN SHORT ORDER. WHEN THE FALL COMES, HE WRITES, BLAME THE CAPITAL-RAISERS OF 1985 AND 1986, NOT THE PRICE-CUTTERS OF 198X. EACH INSURER'S DECISION LOOKS SENSIBLE ALONE AND SLASHES PROFITS COLLECTIVELY. THE TEXTILE PARADE, IN A NEW HAT.
A steel mill takes years to build. Insurance capacity takes a check and a signature, so a shortage ends as soon as prices make it worth ending. The capital-raisers of 1985 are already writing the price cuts of 198X.
Exhibit 13Gross line, net line · the $25 million policy and who really carried it
A $25 MILLION POLICY, SPLIT IN LAYERS · WHO KEPT THE PREMIUM, WHO PAID THE LOSSES A DIRECTORS AND OFFICERS POLICY, $25M OF COVER THE FIRST $1M: KEPT BY THE ISSUER ITS NET LINE THE NEXT $24M: LAID OFF TO REINSURERS, LAYER BY LAYER THE OPEN QUESTION: HOW MUCH OF THE PREMIUM IS EACH LAYER WORTH? GROSS LINE: $25M NET LINE: $1M ONE LEADER IN LARGE RISKS, 1984 WROTE ABOUT $6 BILLION OF BUSINESS KEPT 40% LAID OFF THE REST ITS OWN 40%: LOSS UNDER $200M, A COMBINED RATIO WELL UNDER 110. THE REINSURERS' SHARE: LOSS OVER $1.5B, A RATIO CONSIDERABLY OVER 140. SAME POLICIES. RUN-OF-THE-MILL LOSSES, IN SURPRISING FREQUENCY AND SIZE. THE ISSUER KEPT FAR MORE OF THE PREMIUM THAN OF THE RISK REINSURERS, BURNED, ARE QUITTING LONG-TAIL LINES. GROSS CAPACITY SHRINKS TOWARD NET, AND NET IS OFTEN SMALL. BERKSHIRE NEVER PLAYED LAY-IT-OFF-AT-A-PROFIT. IT WILL NOW RISK $10M OF ITS OWN ON ONE EVENT. FEW WILL RISK HALF.
The issuer kept 40% of the premium and had a fine year. The reinsurers took the rest and lost over $1.5 billion on identical policies. Capacity that is borrowed vanishes with the lender, and Berkshire's is its own.
111
Berkshire's combined ratio in 1985, down from 134
118.0
The industry's, estimated: its worst on Best's table since 1972
3×
Berkshire's premium volume, up more than threefold after years of stagnation
7%
Berkshire's share of Fireman's Fund's business, four years from September
Picture it

In a town where anyone with a car can drive a cab, fares jump after a blizzard and by spring every third car has a meter. Nobody built a factory or waited for a permit. They just decided. Insurance capacity is that decision, and in 1985 about fifteen companies raised well over $3 billion to make it.

07
Cap Cities

Signature where the mouth is

Right after year-end Berkshire paid $517.5 million for three million shares of Capital Cities/ABC and about $320 million for Scott & Fetzer. Buffett explains why he paid full price for the first, and what he handed its managers along with the check.

The idea

When the people are exceptional, buy in size at a full price and then make yourself a harmless owner: let the managers vote your stock and promise not to sell your block to a would-be large holder without their approval. You give up the premium a block could fetch and get managers who can run the business without looking over their shoulders.

The Washington Post shows the market that is gone (Exhibit 14). In 1973 anyone could see that a company worth $400 million to $500 million was selling for $100 million. "Our advantage, rather, was attitude," learned from Ben Graham, while the institutions, taught by business school academics that the market was efficient and thinking a waste of energy, traded without looking. He is enormously indebted to those academics. The stake cost $10.6 million, fell to $8 million by the end of 1974, and with the shares sold back this year is worth $221 million, most of the extra $160 million being the work of Kay Graham, who bought back stock at bargain prices and built the business. The Post now sells for over $1.8 billion, and no holding can grow from there the way it grew from $100 million.

Plain terms

A block is a large holding sold or voted as one piece, and it often fetches a premium from a buyer who wants control. Putting a company in play means forcing it up for sale. A quota-share or arbitrage position, met earlier in the chapter, is not involved here: Cap Cities is a plain, large, long-term stake.

Cap Cities is bought at a full price, amid an enthusiasm for media that for some properties has approached a mania, for its people: Tom Murphy and Dan Burke, whose management he thinks is "the best of any publicly-owned company in the country," and who are the sort of fellows you would want your daughter to marry. The purchase helps them buy ABC for $3.5 billion, whose economics are likely to be unexciting for a few years. That bothers him not an iota: "you can't produce a baby in one month by getting nine women pregnant." Then come the arrangements, drawn in Exhibit 15. Tom votes Berkshire's stock for an extended period, and the block cannot be sold to a would-be large holder without management's approval, as at GEICO and the Post before. A block that could go to a raider often commands a premium. He gives it up gladly: the managers he admires will never lose sleep over Berkshire's large stake, and "these agreements put Berkshire's signature where my mouth is." Shareholders wondering why he now pays $172.50 for shares he sold at $43 in 1978-80 get a one-line answer: "A little more time, please."

Scott & Fetzer came the way most things come to Berkshire: he read in the papers that an employee buyout had collapsed, wrote its chief executive, Ralph Schey, a short letter on October 10, met him for dinner on October 22, and signed the contract the following week. Seventeen businesses, about $700 million of sales, and World Book, which sells more encyclopedia sets in America than its four biggest rivals combined. There is no master strategy and no planning staff. "[W]e simply hope that something sensible comes along (and, when it does, we act)." The standing advertisement is back, with the minimum raised to $10 million of after-tax earnings.

Exhibit 14The Post · the bargain was published daily, the advantage was attitude
THE WASHINGTON POST · THE BARGAIN WAS PUBLISHED DAILY. THE ADVANTAGE WAS ATTITUDE. MID-1973 MARKET: $100M BUSINESS VALUE: $400-500M, AS MOST ANALYSTS WOULD HAVE SAID. BERKSHIRE PAYS $10.6M FOR ITS STAKE: A QUARTER OF VALUE, OR LESS. BY END-1974: WORTH $8M, DOWN ABOUT 25%, WELL BELOW 20¢ ON THE DOLLAR OF VALUE YEAR-END 1985 NOW: OVER $1.8B BERKSHIRE'S STAKE: $221M (SHARES HELD PLUS THE REDEMPTION) THE SAME $10.6M IN THE MEDIA FAVORITES OF 1973: $40-60M THE EXTRA $160M OR SO CAME, IN VERY LARGE PART, FROM KAY GRAHAM'S DECISIONS THE TRIPLE DIP 1 · THE BUSINESS VALUE SOARED 2 · PER-SHARE VALUE ROSE FASTER, THANKS TO BUYBACKS AT BARGAIN PRICES 3 · THE DISCOUNT NARROWED, SO THE PRICE OUTPACED VALUE NO WAY, HE SAYS, TO REPEAT THAT FROM $1.8 BILLION NO UNUSUAL INSIGHT WAS REQUIRED. BUFFETT HAD LEARNED FROM BEN GRAHAM TO BUY GOOD BUSINESSES AT A LARGE DISCOUNT. THE INSTITUTIONS OF 1973 HAD BEEN TAUGHT THE MARKET WAS EFFICIENT AND THINKING A WASTE OF ENERGY. HE IS GRATEFUL.
The value was no secret and the price was in the paper every morning. The difference was being willing to act on the gap. That gap, he warns, is the one thing today's market no longer offers.
Exhibit 15Cap Cities · what Berkshire bought, gave up, and gets
CAPITAL CITIES/ABC · WHAT BERKSHIRE BOUGHT, WHAT IT GAVE UP, AND WHAT IT GETS BOUGHT 3 MILLION SHARES AT $172.50, THE MARKET PRICE WHEN THE DEAL WAS STRUCK IN MARCH 1985. A FULL PRICE, AMID A MEDIA ENTHUSIASM NEAR MANIA. THE MONEY HELPS CAP CITIES BUY ABC FOR $3.5 BILLION. GAVE UP FOR AN EXTENDED PERIOD, TOM MURPHY (OR DAN BURKE AS CEO) VOTES BERKSHIRE'S STOCK. THE BLOCK WILL NOT BE SOLD TO A LARGE HOLDER WITHOUT MANAGEMENT'S APPROVAL. GETS MANAGERS WHO CAN FOCUS ENTIRELY ON THE BUSINESS, NOT ON REVOLVING-DOOR CAPITALISTS PUTTING IT "IN PLAY." NO SURPRISES, EVER, FROM BERKSHIRE. AN ARRANGEMENT LIKE THE ONES BERKSHIRE INITIATED SOME YEARS AGO AT GEICO AND THE WASHINGTON POST. BUFFETT AND MUNGER PROPOSED IT, NOT TOM. A BLOCK THAT CAN GO TO A RAIDER OFTEN COMMANDS A PREMIUM. HE GIVES IT UP ON PURPOSE: THE SIGNATURE IS WHERE HIS MOUTH IS. MURPHY AND BURKE: THE BEST MANAGEMENT OF ANY PUBLIC COMPANY IN THE COUNTRY, HE SAYS.
Berkshire pays full price, then ties its own hands. The hands it ties are the ones a raider would need, and the managers get an owner who cannot surprise them.
$172.50
Price per Cap Cities share, the market price when the deal was struck
$43
What Berkshire sold its earlier Cap Cities shares for, in 1978-80
≈$320M
Paid for Scott & Fetzer, with about $90M of its debt left in place
12 days
From Buffett's first letter to Ralph Schey to dinner, with a contract the week after
Picture it

A landlord who finds the perfect tenant signs a ten-year lease at a fair rent instead of auctioning the lease every spring. He gives up the chance of a higher bidder and gets a tenant who paints the walls and never wonders whether he will be thrown out. Buffett is the landlord, and the lease is signed.

Carry these seven with you

The whole chapter, at a glance

No.The ideaThe 1985 proofRemember it as
01
No bargains and a base more than twenty times bigger: growth dampens exceptional economics.
48.2% in 1985 · 23.2% a year for 21 years · $5.7B needed to average 15% over the next ten
The $20 bill on the sidewalk
02
A realized gain is a graduation ceremony: recognized on one day, earned over years.
$338M of the $488M pre-tax gains came from General Foods, held since 1980
The house sold after twenty years
03
The boat matters more than the rower. In a leaking one, change boats.
Burlington: about $3B invested, a share worth about a third of its 1964 purchasing power · looms at $26
The chef on the bypassed road
04
Earning more by putting up more is no achievement. Ask what the capital did.
$8M to $72M pre-tax on about $40M more capital · the average business would need $300M+
The two neighbors' savings
05
A fixed-price option has no downside and no capital cost: a lottery ticket, not ownership.
The trustee's $100,000 account grows to $179,084 by holding on to your interest
The agent who shares only the rise
06
Insurance capacity is an attitude backed by capital, so good prices summon their own end.
About 15 insurers raised well over $3B in 1985 · Berkshire: 134 to 111, premiums more than tripled
The town where every car is a cab
07
Pay a full price for exceptional people, then make yourself a harmless owner.
Cap Cities: 3M shares at $172.50 · Tom Murphy votes the stock · no sale to a large holder without management's nod
The landlord's ten-year lease
From the 1985 letter

In his own words

The man Buffett invokes for Charlie Munger's habit of studying mistakes

"All I want to know is where I'm going to die so I'll never go there."

Al Capone, on why managers now report segment data (via Buffett)

"You can get much further with a kind word and a gun than you can with a kind word alone."

On closing a business

"I won't close down businesses of sub-normal profitability merely to add a fraction of a point to our corporate rate of return."

On "except for"

"If you are going to play the game, you must count the runs scored against you in all nine innings."

On learning the hard way

"Managers who have learned much from personal experience in the past usually are destined to learn much from personal experience in the future."

Pogo, replacing Patrick Henry as the reinsurers' guide

"The future ain't what it used to be."

On mistakes

"[T]he trick is to learn most lessons from the experiences of others."

On the annual meeting's one change

"[A]fter 48 years of allegiance to another soft drink, your Chairman, in an unprecedented display of behavioral flexibility, has converted to the new Cherry Coke. Henceforth, it will be the Official Drink of the Berkshire Hathaway Annual Meeting."

The takeaway

The 1985 letter, in one breath.

"Should you find yourself in a chronically-leaking boat, energy devoted to changing vessels is likely to be more productive than energy devoted to patching leaks."

A great year is a comet: size and a generous market have anchored the rate of gain, and from here an owner's return will track the business's, so long as the price does not run ahead of it. A realized gain is a graduation ceremony. Pick the boat before the rower, and leave a boat that leaks for good. Earnings that rise only because capital rose deserve no hosannas, and an option that shares the upside without the downside is a lottery ticket, not ownership. In insurance, capacity is an attitude, so the good years are short. And when you find people like Murphy and Burke, pay the full price and put your signature where your mouth is.

LETTERS FROM OMAHA · A plain-English guide to Warren Buffett's letters · Chapter 09. This chapter retells Berkshire Hathaway's shareholder letter for 1985, written by Warren E. Buffett and dated March 4, 1986. Sources, methods, copyright, and disclaimers appear on the copyright page.