The year Warren Buffett described his two jobs, bought a uniform maker without ever seeing the plant, explained who really pays a corporate tax, and defined the earnings an owner can actually spend.
Buffett's tenth famous letter credits a 26.1% gain to the managers and takes the blame for failing to match them, then works through the two jobs he and Munger actually have, why the insurance boom is already fading, where a tax cut goes, and how to read a company's earnings as its owner.
Profit from running the businesses rose to $131.5 million with a full year of Scott Fetzer, the insurers' combined ratio fell to 103, and Cap Cities/ABC, GEICO, and The Washington Post were declared holdings for life. He found no stocks to buy, paid off debt, parked about $700 million in bonds he calls mediocre, and bought a corporate jet he had mocked in the past. The appendix, which he warns will never substitute for a steamy novel, defines owner earnings. Seven plain lessons.
- 01Keep the stars, then place the moneyTwo jobs
- 02Fifty percent more newsThe News
- 03Bought sight unseenFechheimer
- 04Not more statesmen, but less cornInsurance
- 05Fearful when others are greedySecurities
- 06Who really pays a corporate taxTaxes
- 07The earnings an owner can actually spendOwner earnings
Keep the stars, then place the money
Net worth grew $492.5 million in 1986, or 26.1%, and Buffett opens with a division of credit: the managers did a superb job, and he did not match them. The letter explains the two jobs he and Charlie Munger actually have.
Buffett and Munger have only two jobs. One is to attract and keep outstanding managers and stay out of their way. The other is to place the money they generate, which matters considerably more at Berkshire than at most companies, because the company earns more than average, keeps all of it, and for the most part needs little of it to stay competitive and grow.
Book value per share has compounded at 23.3% a year for 22 years, and business value probably grew faster still in 1986, because managers who need little new capital were building value the books never record. "The bad news is that my performance did not match that of our managers." Job one has not been hard: the managers came with the businesses, stars before Berkshire knew them, and "our main contribution has been to not get in their way." Nicklaus and Palmer would not get a lot of swing tips from him either. Exhibit 1 lists the roster and what each did this year.
Capital allocation is deciding where a company's money goes: into its own businesses, into new ones, into stocks and bonds, or back to the owners. Retained earnings are the profits kept rather than paid out. Incremental capital is the new money a business needs in order to grow. Goodwill, in the economic sense Buffett means here, is the value a business builds beyond what its balance sheet records.
The managers work for love of the work, think unfailingly like owners, and could, he says, number twice as many, so long as they had the same rare qualities: with the right people you can have a dozen reporting to you "and still have time for an afternoon nap." The prototype of their fervor is the tailor who saved for years to see the Pope and reported back one fact: "He's a forty-four, medium." The policy of working only with people they like has a hard edge too. Working with people who churn your stomach is like marrying for money: probably a bad idea in any case, and absolute madness if you are already rich.
Job two is harder, and Exhibit 2 shows why it is harder here. A business earning 23% and keeping every dollar is shaped by this year's allocations far faster than one earning 10% and paying half out. In 1986 Berkshire bought Fechheimer, which uses about 2% of its net worth, found no new stock ideas, and otherwise paid off debt and stockpiled cash. "Neither is a fate worse than death, but they do not inspire us to do handsprings either." To average 15%, net worth must grow $7.2 billion over the next ten years, which will take a few very big, and good, ideas.
Two families inherit a bakery each. One pays half the profit out to the cousins and reinvests the rest. The other reinvests every dollar, so its fortune turns almost entirely on what it buys with the dough: a good second shop compounds, and a bad one drags on the whole family for years. Berkshire is the second family, with two partners whose job is choosing the shops.
Fifty percent more news
Ten years after Berkshire bought it, The Buffalo News has the highest weekday penetration of the top 50 American papers and is number one on Sundays too. Buffett believes a bigger paper, kept big while costs were cut, is one of the reasons.
Cutting costs and cutting news are different things. The difference between a 40% news hole and a 50% one is bigger than it sounds: with the same ad pages, the paper that keeps half its space for news delivers half again as much of it, and Buffett believes readers have noticed.
Comparable papers run a news hole of about 40%. The News runs 50%, which Buffett believes is the highest of any dominant paper its size or larger, and Exhibit 3 shows the arithmetic: a paper with 30 pages of ads and a 40% hole delivers 20 pages of news, while the News matches 30 pages of ads with 30 of news, so "we end up delivering our readers no less than 50% more news." He believes that commitment is one of the reasons the News has the highest weekday penetration of any top-50 paper. Margins have almost certainly peaked, with a major newsprint price increase just in, and he will not trim the news hole even if they materially shrink.
A newspaper's news hole is the share of its total space given to news rather than advertising. Penetration is the share of households in the paper's own market that buy it each day. A dominant paper is the one its town cannot do without.
The Sunday story in Exhibit 4 is the proof. Ten years ago Buffalo's only Sunday paper, the Courier-Express, sold 271,000 copies and reached about 63% of households, a ratio like many cities' and thought to be "natural," the town's true appetite. The News started a Sunday paper in late 1977. It now reaches 83% of households and sells about 100,000 more copies than the Courier-Express did, in a market whose population has fallen. Stan Lipsey cut man-hours for the third year running and Murray Light edits the product, and Buffett's respect for both has grown consistently since the purchase, dark days of losses and litigation included.
Two cafés sell the same coffee at the same price. One pours a full cup and the other stops short, and neither customer complains out loud. Over the years the block learns which café fills the cup, and that is the one every street walks to. Buffett fills the cup and lets the town do the counting.
Three holdings, kept for life
Cap Cities/ABC joined the list this year and the basket is worth $1.87 billion against $655 million paid (Exhibit 5). Three names make up most of it, and Buffett says Berkshire expects to keep them permanently.
Capital Cities/ABC, GEICO, and The Washington Post would not be sold even if they looked significantly overpriced, any more than See's or the News would be, a policy he calls "'til-death-do-us-part." It looks old-fashioned beside the modern manager's "portfolio" of businesses, all candidates for "restructuring," and beside investment managers whose trading makes whirling dervishes look sedated. It also lets his managers and those of his investees run their businesses without distraction. Lear Siegler is an arbitrage position in an announced deal, and the insurers hold WPPSS bonds carried at $218 million and worth $310 million, paying $31.7 million a year tax-free.
| Company | What it is | Bought | Paid | Worth '86 | Compounded/yr |
|---|---|---|---|---|---|
| The Washington Post | Newspapers | 1973 | $9.7M | $269.5M | ≈29% |
| GEICO | Car insurance | 1976, '79 & '80 | $45.7M | $674.7M | mixed |
| Handy & Harman | Precious metals | ~1979 | $27.3M | $47.0M | n/a |
| Capital Cities/ABC | Broadcasting · publishing | 1986 | $515.8M | $801.7M | new |
| Lear Siegler | Arbitrage | new | $44.1M | $44.6M | new |
| All other holdings | $12.8M | $36.5M | |||
| Total common stocks | $655.4M | $1,874.0M |
Bought sight unseen
The annual "business wanted" advertisement drew a letter in January from a shareholder in Cincinnati. By June Berkshire owned about 84% of his company, and neither Buffett nor Munger has been to Cincinnati to see the operation.
Judge a business by its economics and its people, not by a tour of the plant. What Berkshire wants to buy is a company with a superb record, run by a family that loves the work and wants a buyer who will never resell it. Fechheimer was that company, and it found Berkshire by reading the annual report.
Bob Heldman, chairman of Fechheimer and a Berkshire shareholder for many years, wrote, in a letter Buffett received on January 15, that his company met the tests in the ad. Fechheimer has made uniforms since 1842. His father joined it in 1941, he and his brother George followed, and so did their sons. A 1981 leveraged buyout had left venture capitalists owning most of it, and by 1986 the debt was largely paid down and the owners wanted out. Berkshire bought about 84% at a price based on a $55 million valuation for the whole business (Exhibit 6). The Heldmans kept a stake and kept running it.
A leveraged buyout, or LBO, is the purchase of a company mostly with borrowed money, which the company then pays down from its own earnings. A valuation is the price agreed for the whole business, from which a share of it is priced. Berkshire's acquisition threshold is the smallest business it will consider, now $10 million of after-tax earnings.
The circumstances were similar to the furniture store's (Exhibit 7): most shares held by people who wanted their money elsewhere, a family that wanted to keep owning and managing, several generations in the business, and a seller who wanted a buyer who would not resell at any price. "Both Fechheimer and NFM were right for us, and we were right for them." What Berkshire did not do is visit. "If our success were to depend upon insights we developed through plant inspections, Berkshire would be in big trouble." Chuck Huggins, fifteen years at See's, has never been to Omaha either. The only drawback is size, so the ad runs again with its minimum raised from $5 million to $10 million of after-tax earnings.
- 1Most of the shares were held by people who wanted to employ their money elsewhere.
- 2The family members who enjoyed running the business wanted to stay on as owners and managers.
- 3Several generations were active in the business, providing management as far as the eye can see.
- 4The managing family wanted a buyer who would not resell, regardless of price, and would let the business run as it always had.
Hiring a contractor, you do not inspect his truck. You look at the houses he has built and you sit down with the man. Buffett bought Fechheimer the way you would hire the contractor: on the record and the people, with the truck unseen.
Not more statesmen, but less corn
The industry's combined ratio dropped to an estimated 108.5 and Berkshire's own to 103, the sharp improvement last year's letter predicted. The second prediction, that prosperity would be fleeting, is already proving accurate, and Buffett shows how.
Insurance prices itself like corn. High prices last only while capacity is short, and the moment profits appear, old insurers sell new shares and new ones rush to market. The crop that follows does to prices what surplus crops always have. Pleas for statesmanlike pricing miss the point: what is needed is less corn.
The table's math is simple. Incurred losses (the claims the industry owes) have been growing 15% to 17% a year while general inflation runs 2% to 4%, because the cost of entering a courtroom has ballooned, so he believes premiums must grow at close to 10% a year just to hold profitability. In 1986 they grew faster than losses and underwriting results improved materially, but the quarterly premium gains have already slowed from an estimated 27% to under 19%, and may well fall below his 10% "equilibrium" figure by the third quarter of 1987. Earnings lag prices by six to twelve months, so 1987 will improve again, barring a major catastrophe, but the improving trend will probably end by late 1988 or early 1989, and thereafter "the industry is likely to head south in a hurry." Exhibit 8 draws the corn field.
The combined ratio is the cents an insurer pays out in claims and costs per premium dollar: above 100 is an underwriting loss, though with the investment income earned on the float (policyholders' money held until claims are paid) a ratio of 107 to 112 typically breaks even overall, before counting what the owners' own capital earns. Underwriting is the writing of policies and paying of claims, judged apart from investment income. Capacity is how much business insurers are willing and able to write, which rises with their capital, and guaranty funds are the state pools that pay a failed insurer's claims by assessing the survivors.
Berkshire's volume swings with the crowd's absences rather than its own moods. It is, he writes, the market's most steadfast participant, always ready to write at adequate prices, so business floods in when other insurers are "gone" and leaves when hordes of them are "here" and slashing prices. Firmness on price hurts no customer, who is being showered with cheap offers at exactly those times, and no employee, since Berkshire does not lay off staff in a slowdown. Exhibit 9 shows the swing at National Indemnity: monthly volume went from $5 million in late 1984, about its run rate for years, to about $35 million in early 1986, and is now about $20 million and falling. Some of the new competitors are run by the same managers who bankrupted the old ones, whose unpaid losses Berkshire helps cover through guaranty funds. "C'est la guerre."
The reserves were wrong again, for the third year running, and he notes what Pinocchio's rules would by now have done to his nose. "Reserve strengthening," the industry's noble-sounding phrase, is a euphemism for correcting previous untruths, unintentional ones. GEICO, 41% owned, had an outstanding year: a combined ratio of 96.9, premiums up 16%, and 5.5% fewer shares after buybacks. Its secret is in Exhibit 10. GEICO's underwriting and loss-adjustment expenses ran 23.5% of premiums, while many major companies run 15 points higher. "The difference between GEICO's costs and those of its competitors is a kind of moat that protects a valuable and much-sought-after business castle." Bill Snyder keeps widening it.
In a town where any teenager with a mower can cut lawns, a hot summer lifts the price to $40 a yard. By July every garage has a mower, and by August the price is $15. Nobody needed a permit or a factory, and no appeal to the kids' statesmanship would have helped. Fewer mowers would.
Fearful when others are greedy
The insurers bought about $700 million of bonds in 1986 that Buffett calls mediocre at best, because nothing better was for sale. The explanation turns into his rule for markets, and a warning about the one now running.
Fear and greed sweep through markets like epidemics, on no schedule. Nobody can time them, so the aim is not to predict them but to act against them: be fearful when others are greedy, and greedy only when others are fearful. In the long run, owners of stocks cannot do better than the businesses they own, and after costs they do worse.
Money arriving at the insurers has only five places to go (Exhibit 11): long-term stocks, long-term bonds, medium-term bonds, cash, and short-term arbitrage. Stocks are the most fun, but no equity comes close to meeting his tests. Long bonds are out, barring special cases like WPPSS, because he fears much higher inflation within the decade and the behavior of a currency is set by its legislators. So the money went into medium-term tax-exempt bonds ("at best, the bonds are mediocre investments"), the least objectionable alternative, with some parked in arbitrage and some stockpiled as cash. Liking neither stocks nor bonds, he is the polar opposite of Mae West, who liked only two kinds of men, foreign and domestic.
Arbitrage, as Berkshire practices it, is buying the shares of a company whose sale has been publicly announced, to collect the small gap between the market price and the deal price: a parking place for cash with higher returns and higher risks than Treasury bills. Tax-exempt bonds pay interest the government does not tax. Maturity is when a bond repays its face value. Treasury bills are short-term loans to the U.S. government, the usual parking place for cash.
None of this is a forecast. He has no idea, and never has had, where the market is going. What he knows is that fear and greed will keep breaking out, so "we simply attempt to be fearful when others are greedy and to be greedy only when others are fearful." As he writes, little fear is visible on Wall Street. Euphoria prevails, and the rewards to owners have come gloriously uncoupled from the plodding performance of the businesses themselves. That cannot last. Stockholders as a group pay heavy transaction and management costs, so if American business earns about 12% on equity, its investors must end up earning significantly less (Exhibit 12). Probably the best thing that could happen to Berkshire, he adds, is a market in which it would choose to sell many of its bonds at a significant loss to buy the far better stock values then very likely to exist.
A beach vendor sells umbrellas. On a hot afternoon every towel wants one and he charges full price. The morning after a storm he cannot give them away. The buyer who does well is the one who shops the morning after the storm, carrying no forecast, only a rule.
Who really pays a corporate tax
The Tax Reform Act of 1986 cuts the corporate rate and raises the capital gains rate, and Buffett uses it to answer an old argument: when a company's taxes change, does the company feel it, or do its customers?
The answer depends on the franchise. Where profits are regulated, or where competition is fierce, a tax cut flows through to prices and a tax rise does too, eventually. Where a business has a strong franchise and no regulator, the company and its owners keep the change. Berkshire owns businesses of the last kind.
One school says corporations are a pipeline, passing every tax to customers. Another says they absorb every tax. Exhibit 13 shows that both are right, in different places. An electric utility's regulator usually pushes a tax cut into lower prices in short order. In a price-competitive industry the free market does the same job more slowly. But in an unregulated business with a strong franchise, "reductions in their taxes largely end up in our pockets rather than the pockets of our customers." Impolitic to state, he says, but impossible to deny: ask whether the most able brain surgeon or lawyer in your area will cut fees now that the top personal rate is being cut from 50% to 28%.
A franchise, in Buffett's sense, is a business position strong enough that customers will pay its price without a close substitute: a dominant paper, a beloved candy, the lowest-cost insurer. A capital gain is the profit on selling something for more than it cost, and the capital gains tax is the tax on that profit, now 28% for individuals and 34% for corporations.
For Berkshire the net effect is still negative. The corporate rate falls from 46% toward 34%, which helps, but corporate capital gains are taxed at 34% instead of 28%, and he expects much of Berkshire's future gain in value to come as capital gains: its three big holdings, worth over $1.7 billion and close to 75% of net worth, pay only about $9 million a year in dividends and retain the rest. The insurers are hit hard: his best guess is that the changes to their dividend and interest income alone will eventually cut their earning power by at least 10%. Those dividends and tax-exempt interest are taxed more heavily, and new rules make them pay tax sooner on loss reserves and unearned premiums, which cuts profit the way a 21-year-old's lifetime wealth would be cut by paying tax today on every dollar he will ever earn. For owners, every dollar of gain in Berkshire's value now leaves 72 cents after tax instead of 80. And he doubts the scheduled 1988 rates will hold at all: within, say, five years, higher taxes or higher inflation look almost certain, and both would not surprise him.
The only plumber in a small town gets a tax cut and his rates do not move. The town's five lawn services get the same cut, and within a season their prices drop, because each tries to win customers with it. The cut lands wherever competition cannot reach, and the plumber keeps his.
The earnings an owner can actually spend
The letter's appendix opens with a quiz: two companies with identical sales, wages, taxes, and cash, one reporting $40.2 million of profit and the other $28.6 million. They are the same company, Scott Fetzer, and Buffett uses the gap to define the number that matters.
A business is worth the cash its owner can take out without letting it decay: reported earnings, plus the accounting charges that take no cash, minus the real spending needed to hold its position and volume. Accounting records the first two precisely and says nothing about the third, which is why its figures are a start, never the answer.
Berkshire paid $315 million for Scott Fetzer's net assets, which its books carried at $172.4 million. Accounting rules spread the $142.6 million premium across the inventory, the plant, and goodwill, then charge most of it back against earnings year by year: $11.6 million in 1986, none of it deductible for tax, none of it cash (Exhibit 14). So "Company N," as Berkshire must report it, earns $28.6 million, while "Company O," the business as it was, earns $40.2 million. The same sales, wages, taxes, and cash for the owners, and a different number at the bottom.
Depreciation and amortization are charges that spread the cost of an asset over the years it is used. They reduce reported profit without any cash leaving. Goodwill here is the accounting kind: what a buyer pays above the fair value of the assets, written off over up to forty years. GAAP is the standard rulebook American accounts follow. Capital expenditure is cash spent on plant and equipment.
Which column is closer to the truth? O, he concludes, but the right number is a third one: owner earnings (Exhibit 15): reported earnings, plus depreciation, amortization and other non-cash charges, minus the average yearly capital spending the business needs to fully maintain its competitive position and unit volume. That last item is a guess, sometimes a hard one, but he agrees with Keynes that it is better to be vaguely right than precisely wrong. By that measure the two Scott Fetzers are identical, and for both of them he believes the needed spending runs very close to the old books' $8.3 million of depreciation, not the new books' $19.9 million, so the old column is the better guide. At See's, by contrast, capital spending exceeds depreciation by $500,000 to $1 million a year just to hold ground.
Most businesses are not so lucky, and that is the point of the exercise. Wall Street's "cash flow" adds back the non-cash charges and simply stops, as if the business were a pyramid that never needs repair. For manufacturers, retailers, miners, and utilities the spending is always significant, and over five or ten years it must be made or the business decays. He suspects the number is popular because it justifies the unjustifiable: when reported earnings cannot service a junk bond or excuse a foolish price, (a) plus (b) can. Dentists say that if you ignore your teeth they will go away. The capital bill does not. Questioning the accountants may seem impious, he allows: what are we paying them for, if not the truth? "But the accountants' job is to record, not to evaluate. The evaluation job falls to investors and managers." Accounting numbers are the language of business, and he and Munger would be lost without them. They are invariably the starting point.
A taxi owner's real income is fares minus gas, minus the tires and the engine rebuild the cab needs to keep running. Someone who shows you fares minus gas and calls it cash flow is not describing the cab. He is selling it.
The whole chapter, at a glance
In his own words
"Competing with her represents a triumph of courage over judgment."
"[A]t 93, Omaha based Board Chairmen have yet to reach their peak. Please file this fact away to consult before you mark your ballot at the 2024 annual meeting of Berkshire."
"'Hate the sin but love the sinner' is a theology as popular with the Fortune 500 as it is with the Salvation Army."
"Indeed, the term 'institutional investor' is becoming one of those self-contradictions called an oxymoron, comparable to 'jumbo shrimp,' 'lady mudwrestler' and 'inexpensive lawyer.'"
"If the physiological rules that applied to Pinocchio were to apply to me, my nose would now draw crowds."
"Employees who fear that large layoffs will accompany sizable reductions in premium volume will understandably produce scads of business through thick and thin (mostly thin)."
"Only under shortage conditions are high profits achieved, and such conditions don't last long."
"So convenient a thing it is to be a reasonable creature, since it enables one to find or make a reason for everything one has a mind to do."
The 1986 letter, in one breath.
"Managers and owners need to remember, however, that accounting is but an aid to business thinking, never a substitute for it."
Hire people bigger than yourself and stay out of their way, then spend your own effort on where the money goes, because at a company that keeps everything it earns, this year's allocations are next year's economics. Cut costs, never the news. Buy a business on its record and its people. Expect insurance prices to fall as surely as a bumper crop lowers corn, be fearful while others are greedy, and remember that a tax cut stays only where neither a regulator nor competition can reach. And when you read a company's earnings, add back the charges that take no cash and subtract the cash it truly needs. What is left is yours.