1963

0%
~58m

BUFFETT PARTNERSHIP, LTD.

810 KIEWIT PLAZA

OMAHA 31, NEBRASKA

January 18, 1963

The Ground Rules

Some partners have confessed (that's the proper word) that they sometimes find it difficult to wade through my

entire annual letter. Since I seem to be getting more long-winded each year, I have decided to emphasize certain

axioms on the first pages. Everyone should be entirely clear on these points. To most of you this material will

seem unduly repetitious, but I would rather have nine partners out of ten mildly bored than have one out of ten

with any basic misconceptions.

In no sense is any rate of return guaranteed to partners. Partners who withdraw one-half of 1% monthly

are doing just that--withdrawing. If we earn more than 6% per annum over a period of years, the

withdrawals will be covered by earnings and the principal will increase.

If we don't earn 6%, the

monthly payments are partially or wholly a return of capital.

Any year in which we fail to achieve at least a plus 6% performance will be followed by a year when

partners receiving monthly payments will find those payments lowered.

Whenever we talk of yearly gains or losses, we are talking about market values; that is, how we stand

with assets valued at market at yearend against how we stood on the same basis at the beginning of the

year. This may bear very little relationship to the realized results for tax purposes in a given year.

Whether we do a good job or a poor job is not to be measured by whether we are plus or minus for the

year. It is instead to be measured against the general experience in securities as measured

by the Dow-

Jones Industrial Average, leading investment companies, etc. If our record is better than that of these

yardsticks, we consider it a good year whether we are plus or minus.

If we do poorer, we deserve the

tomatoes.

While I much prefer a five-year test, I feel three years is an abso lute minimum for judging performance.

It is a certainty that we will have years when the partnership performance is poorer, perhaps

substantially so, than the Dow. If any three-year or longer period produces poor results, we all should

start looking around for other places to have our money. An exception to the latter statement would be

three years covering a speculative explosion in a bull market.

I am not in the business of predicting general stock market or business fluctuations. If you think I can do

this, or think it is essential to an investment program, you should not be in the partnership.

I cannot promise results to partners.

What I can and do promise is that:

a.

Our investments will be chosen on the basis of value, not popularity;

b.

That we will attempt to bring risk of permanent capital loss (not short-term quotational loss) to

an absolute minimum by obtaining a wide margin of safety in each commitment and a diversity of

commitments; and

c.

My wife, children and I will have virtually our entire net worth invested in the partnership.

32 Our Performance in 1962

I have consistently told partners that we expect to shine on a relative basis during minus years for the Dow,

whereas plus years of any magnitude may find us blushing. This held true in 1962.

Because of a strong rally in the last few months, the general market as measured by the Dow really did not have

such a frightening decline as many might think. From 731 at the beginning of the year, it dipped to 535 in June,

but closed at 652.

At the end of 1960, the Dow stood at 616, so you can see that while there has been a good

deal of action the past few years, the investing public as a whole is not too far from where it was in 1959 or

  1. If one had owned the Dow last year (and I imagine there are a few people playing the high flyers of 1961

who wish they had), they would have had a shrinkage in market value of 79.04 or 10.8%. However, dividends of

approximately 23.30 would have been received to bring the overall results from the Dow for the year to minus

7.6%. Our own overall record was plus 13.9%.

Below we show the year-by-year performance of the Dow, the

partnership before allocation to the general partner, and the limited partners' results for all full years of Buffett

Partnership, Ltd.'s and predecessor partnerships' activities:

Year

Overall Results from

Dow

Partnership Results

(1)

Limited Partners

Results (2)

1957

-8.4%

10.4%

9.3%

1958

38.5%

40.9%

32.2%

1959

20.0%

25.9%

20.9%

1960

-6.2%

22.8%

18.6%

1961

22.4%

45.9%

35.9%

1962

-7.6%

13.9%

11.9%

(1) For 1957-61 consists of combined results of all predecessor limited partnerships operating throughout entire

year after all expenses but before distributions to partners or allocations to the general partner.

(2) For 1957-61 computed on basis of preceding column of partnership results allowing for allocation to general

partner based upon present partnership agreement.

The following table shows the cumulative or compounded results in the same three categories, as well as the

average annual

compounded rate:

Year

Overall Results

from Dow

Partnership Results

Limited Partners

Results

1957

-8.4%

10.4%

9.3%

1957-58

26.9%

55.6%

44.5%

1957-59

52.3%

95.9%

74.7%

1957-60

42.9%

140.6%

107.2%

1957-61

74.9%

251.0%

181.6%

1957-62

61.6%

299.8%

215.1%

Annual Compounded Rate

8.3%

26.0%

21.1%

My (unscientific) opinion is that a margin of ten percentage points per annum over the Dow is the very

maximum that can be achieved with invested funds over any long period of years, so it may be well to mentally

modify some of the above figures.

Partners have sometimes expressed concern as to the effect of size upon performance.

This subject was reflected

upon in last year’s annual letter. The conclusion reached was that there were some situations where larger sums

33 helped and some where they hindered, but on balance, I did not feel they would penalize performance. I

promised to inform partners if my conclusions on this should change. At the beginning of 1957, combined

limited partnership assets totaled $303,726 and grew to $7,178,500 at the beginning or 1962. To date, anyway,

our margin over the Dow has indicated no tendency to narrow as funds increase.

Investment Companies

Along with the results of the Dow, we have regularly included the tabulations on the two largest open-end

investment companies (mutual funds) following a common stock policy, and the two largest diversified closed-

end investment companies. These four companies, Massachusetts Investors Trust, Investors Stock Fund, Tri-

Continental Corp. and Lehman Corp.

manage over $3 billion and are probably typical of most of the $20 billion

investment company industry. My opinion is that their results parallel those of most bank trust departments and

investment counseling organizations which handle, in aggregate, vastly greater sums.

The purpose of this tabulation, which is shown below, is to illustrate that the Dow is no pushover as an index of

investment achievement. The advisory talent managing just the four companies shown commands annual fees of

approximately $7 million and this represents a very small fraction of the industry. Nevertheless, the public

batting average of this highly-paid talent indicates results slightly less favorable than the Dow. In no sense is

this statement intended as criticism. Within their institutional framework and handling the many billions of

dollars involved, I consider such average results virtually the only possible ones.

Their merits lie in other than

superior results.

Both our portfolio and method of operation differ substantially from the companies mentioned above. However,

most partners, as an alternative to their interest in the partnership would probably have their funds invested in

media producing results comparable with investment companies, and I, therefore feel they offer a meaningful

test of performance.

Year

Mass. Inv.

Trust (1)

Investors

Stock (1)

Lehman (2)

Tri-Cont.

(2)

Dow

Limited

Partners

1957

-11.4%

-12.4%

-11.4%

-2.4%

-8.4%

9.3%

1958

42.7%

47.5%

40.8%

33.2%

38.5%

32.2%

1959

9.0%

10.3%

8.1%

8.4%

20.0%

20.9%

1960

-1.0%

-0.6%

2.5%

2.8%

-6.2%

18.6%

1961

25.6%

24.9%

23.6%

22.5%

22.4%

35.9%

1962

-9.8%

-13.4%

-13.0%

-10.0%

-7.6%

11.9%

(1) Computed from changes in asset value plus any distributions to holders of record during year.

(2) From 1962 Moody's Bank & Finance Manual for 1957-61.

Estimated for 1962.

COMPOUNDED

Year

Mass. Inv.

Trust

Investor

Stock

Lehman

Tri-Cont.

Dow

Limited

Partners

1957

-11.4%

-12.4%

-11.4%

-2.4%

-8.4%

9.3%

1957-58

26.4%

29.2%

24.7%

30.0%

26.9%

44.5%

1957-59

37.8%

42.5%

34.8%

40.9%

52.3%

74.7%

1957-60

36.4%

41.6%

38.2%

44.8%

42.9%

107.2%

1957-61

71.3%

76.9%

70.8%

77.4%

74.9%

181.6%

1957-62

54.5%

53.2%

48.6%

59.7%

61.6%

215.1%

34 Annual

Compounded

Rate

7.5%

7.4%

6.8%

8.1%

8.3%

21.1%

The Joys of Compounding

I have it from unreliable sources that the cost of the voyage Isabella originally underwrote for Columbus was

approximately $30,000. This has been considered at least a moderately successful utilization of venture capital.

Without attempting to evaluate the psychic income derived from finding a new hemisphere, it must be pointed

out that even had squatter's rights prevailed, the whole deal was not exactly another IBM.

Figured very roughly,

the $30,000 invested at 4% compounded annually would have amounted to something like $2,000,000,000,000

(that's $2 trillion for those of you who are not government statisticians) by 1962. Historical apologists for the

Indians of Manhattan may find refuge in similar calculations. Such fanciful geometric progressions illustrate the

value of either living a long time, or compounding your money at a decent rate. I have nothing particularly

helpful to say on the former point.

The following table indicates the compounded value of $100,000 at 5%, 10% and 15% for 10, 20 and 30 years.

It is always startling to see how relatively small differences in rates add up to very significant sums over a

period of years. That is why, even though we are shooting for more, we feel that a few percentage points

advantage over the Dow is a very worthwhile achievement.

It can mean a lot of dollars over a decade or two.

5%

10%

15%

10 Years

$162,889

$259,374

$404,553

20 Years

$265,328

$672,748

$1,636,640

30 Years

$432,191

$1,744,930

$6,621,140

Our Method of Operation

Our avenues of investment break down into three categories. These categories have different behavior

characteristics, and the way our money is divided among them will have an important effect on our results,

relative to the Dow, in any given year. The actual percentage division among categories is to some degree

planned, but to a great extent, accidental, based upon availability factors.

The first section consists of generally undervalued securities (hereinafter called “generals”) where we have

nothing to say about corporate policies and no timetable as to when the undervaluation may correct itself .Over

the years, this has been our largest category of investment, and more money has been made here than in either of

the other categories.

We usually have fairly large positions (5% to 10% of our total assets) in each of five or six

generals, with smaller positions in another ten or fifteen.

Sometimes these work out very fast; many times they take years. It is difficult at the time of purchase to know

any compelling reason why they should appreciate in price. However, because of this lack of glamour or

anything pending which might create immediate favorable market action, they are available at very cheap prices.

A lot of value can be obtained for the price paid. This substantial excess of value creates a comfortable margin

of safety in each transaction. Combining this individual margin of safety with a diversity of commitments

creates a most attractive package of safety and appreciation potential.

We do not go into these generals with the

idea of getting the last nickel, but are usually quite content selling out at some intermediate level between our

purchase price and what we regard as fair value to a private owner.

Many times generals represent a form of "coattail riding" where we feel the dominating stockholder group has

plans for the conversion of unprofitable or under-utilized assets to a better use. We have done that ourselves in

35 Sanborn and Dempster, but everything else equal we would rather let others do the work. Obviously, not only do

the values have to be ample in a case like this, but we also have to be careful whose coat we are holding.

The generals tend to behave market-wise very much in sympathy with the Dow. Just because something is cheap

does not mean it is not going to go down. During abrupt downward movements in the market, this segment may

very well go down percentage-wise just as much as the Dow.

Over a period of years, I believe the generals will

outperform the Dow, and during sharply advancing years like 1961. This is the section of our portfolio that turns

in the best results. It is, of course, also the most vulnerable in a declining market, and in 1962, not only did we

not make any money out of our general category, but I am even doubtful if it did better than the Dow.

Our second category consists of "work-outs. These are securities whose financial results depend on corporate

action rather than supply and demand factors created by buyers and sellers of securities. In other words, they are

securities with a timetable where we can predict, within reasonable error limits, when we will get how much and

what might upset the applecart. Corporate events such as mergers, liquidations, reorganizations, spin-offs, etc., I

lead to work-outs.

An important source in recent years has been sell-outs by oil producers to major integrated oil

companies.

This category will produce reasonably stable earnings from year to year, to a large extent irrespective of the

course of the Dow. Obviously, if we operate throughout a year with a large portion of our portfolio in work-

outs, we will look extremely good if it turns out to be a declining year for the Dow, or quite bad if it is a strongly

advancing year.

We were fortunate in that we had a good portion of our portfolio in work outs in 1962. As I have said before,

this was not due to any notion on my part as to what the market would do, but rather because I could get more of

what I wanted in this category than in the generals. This same concentration in work-outs hurt our performance

during the market advance in the second half of the year.

Over the years, work-outs have provided our second largest category.

At any given time, we may be in five to

ten of these; some just beginning and others in the late stage of their development. I believe in using borrowed

money to offset a portion of our work-out portfolio, since there is a high degree of safety in this category in

terms of both eventual results and intermediate market behavior. For instance, you will note when you receive

our audit report, that we paid $75,000 of interest to banks and brokers during the year. Since our borrowing was

at approximately 5%, this means we had an average of $1,500,000 borrowed from such sources. Since 1962 was

a down year in the market, you might think that such borrowing would hurt results. However, all of our loans

were to offset work-outs, and this category turned in a good profit for the year. Results, excluding the benefits

derived from the use of borrowed money, usually fall in the 10% to 20% per annum range.

My self-imposed

standard limit regarding borrowing is 25% of partnership net worth, although something extraordinary could

result in modifying this for a limited period of time.

You will note on our yearend balance sheet (part of the audit you will receive) securities sold short totaling

some $340,000. Most of this occurred in conjunction with a work-out entered into late in the year. In this case,

we had very little competition for a period of time and were able to create a 10% or better profit (gross, not

annualized) for a few months tie-up of money. The short sales eliminated the general market risk.

The final category is I “control” situations, where we either control the company or take a very large position

and attempt to influence policies of the company. Such operations should definitely be measured on the basis of

several years. In a given year, they may produce nothing as it is usually to our advantage to have the stock be

stagnant market-wise for a long period while we are acquiring it.

These situations, too, have relatively little in

common with the behavior of the Dow. Sometimes, of course, we buy into a general with the thought in mind

that it might develop into a control situation. If the price remains low enough for a long period, this might very

well happen. Usually, it moves up before we have a substantial percentage of the company's stock, and we sell

36 at higher levels and complete a successful general operation.

Dempster Mill Manufacturing Company

The high point of 1962 from a performance standpoint was our present control situation --73% owned Dempster

Mill.

Dempster has been primarily in farm implements (mostly items retailing for $1,000 or under), water

systems, water well supplies and jobbed plumbing lines.

The operations for the past decade have been characterized by static sales, low inventory turnover and virtually

no profits in relation to invested capital.

We obtained control in August, 1961 at an average price of about $28 per share, having bought some stock as

low as $16 in earlier years, but the vast majority in an offer of $30.25 in August. When control of a company is

obtained, obviously what then becomes all-important is the value of assets, not the market quotation for a piece

of paper (stock certificate).

Last year, our Dempster holding was valued by applying what I felt were appropriate discounts to the various

assets. These valuations were based on their status as non-earning assets and were not assessed on the basis of

potential, but on the basis of what I thought a prompt sale would produce at that date.

Our job was to compound

these values at a decent rate. The consolidated balance sheet last year and the calculation of fair value are shown

below.

(000’s omitted)

Assets

Book

Figure

Valued @

Adjusted

Valuation

Liabilities

Cash

$166

100%

$166

Notes Payable

$1,230

Accts. Rec. (net)

$1,040

85%

$884

Other Liabilities

$1,088

Inventory

$4,203

60%

$2,522

Ppd. Exp. Etc.

$82

25%

$21

Current Assets

$5,491

$3,593

Total Liabilities

$2,318

Cash Value Life ins.,

etc.

$45

100

Est. net auction

value

$45

Net Work per Books:

$4,601

Net Plant Equipment

$1383

$800

Net Work as

Adjusted to Quickly

Realizable Values

$2,120

Total Assets

$6,919

$4,438

Shares outstanding

60,146 Adj.

Value

per Share

$35.25

Dempster's fiscal year ends November 30th, and because the audit was unavailable in complete form, I

approximated some of the figures and rounded to $35 per share last year.

Initially, we worked with the old management toward more effective utilization of capital, better operating

margins, reduction of overhead, etc. These efforts were completely fruitless. After spinning our wheels for about

six months, it became obvious that while lip service was being given to our objective, either through inability or

unwillingness, nothing was being accomplished. A change was necessary.

A good friend, whose inclination is not toward enthusiastic descriptions, highly recommended Harry Bottle for

37 our type of problem. On April 17, 1962 I met Harry in Los Angeles, presented a deal which provided for

rewards to him based upon our objectives being met, and on April 23rd he was sitting in the president's chair in

Beatrice.

Harry is unquestionably the man of the year.

Every goal we have set for Harry has been met, and all the

surprises have been on the pleasant side. He has accomplished one thing after another that has been labeled as

impossible, and has always taken the tough things first. Our breakeven point has been cut virtually in half, slow-

moving or dead merchandise has been sold or written off, marketing procedures have been revamped, and

unprofitable facilities have been sold.

The results of this program are partially shown in the balance sheet below, which, since it still represents non-

earning assets, is valued on the same basis as last year.

(000’s omitted)

Assets

Book

Figure

Valued @

Adjusted

Valuation

Liabilities

Cash

$60

100%

$60

Notes payable

$0

Marketable

securities

$758

Mrkt. 12/31/62

$834

Other liabilities

$346

Accts. Rec.

(net)

$796

85%

$676

Total liabilities

$346

Inventory

$1,634

60%

$981

Cash value life ins.

$41

100%

$41

Net Worth:

Recoverable Income

Tax

$170

100%

$170

Per Books

$4,07

7

Ppd. Exp. Etc.

$14

25%

$4

As Adjusted to quickly

realizable values

$3,12

5

Add: proceeds from

potential exercise of

option to Harry Bottle

$60

Current Assets

$3,473

$2,766

Shares outstanding

60,146

Misc. Invest.

$5

100%

$5

Add: shs. Potentially

outstanding under

option 2000

Total shs. 62,146

Net Plant Equipment

$945

Est. net auction

value

$700

Adjusted value per

share

$51.2

6

Total Assets

$4,423

$3,471

Three facts stand out: (1) Although net worth has been reduced somewhat by the housecleaning and writedowns

($550,000 was written out of inventory; fixed assets overall brought more than book value), we have converted

assets to cash at a rate far superior to that implied in our year-earlier valuation.

(2) To some extent, we have

converted the assets from the manufacturing business (which has been a poor business) to a business which we

think is a good business --securities. (3) By buying assets at a bargain price, we don't need to pull any rabbits out

of a hat to get extremely good percentage gains. This is the cornerstone of our investment philosophy: “Never

count on making a good sale. Have the purchase price be so attractive that even a mediocre sale gives good

results. The better sales will be the frosting on the cake.”

38 On January 2, 1963, Dempster received an unsecured term loan of $1,250,000. These funds, together with the

funds all ready "freed-up" will enable us to have a security portfolio of about $35 per share at Dempster, or

considerably more than we paid for the whole company.

Thus our present valuation will involve a net of about

$16 per share in the manufacturing operation and $35 in a security operation comparable to that of Buffett

Partnership, Ltd.

We, of course, are devoted to compounding the $16 in manufacturing at an attractive rate and believe we have

some good ideas as to how to accomplish this. While this will be easy if the business as presently conducted

earns money, we have some promising ideas even if it shouldn't.

It should be pointed out that Dempster last year was 100% an asset conversion problem and therefore,

completely unaffected by the stock market and tremendously affected by our success with the assets. In 1963,

the manufacturing assets will still be important, but from a valuation standpoint it will behave considerably

more like a general since we will have a large portion of its money invested in generals pretty much identical

with those in Buffett Partnership, Ltd.

For tax reasons, we will probably not put workouts in Dempster.

Therefore, if the Dow should drop substantially, it would have a significant effect on the Dempster valuation.

Likewise, Dempster would benefit this year from an advancing Dow which would not have been the case most

of last year.

There is one final point of real significance for Buffett Partnership, Ltd. We now have a relationship with an

operating man which could be of great benefit in future control situations. Harry had never thought of running

an implement company six days before he took over. He is mobile, hardworking and carries out policies once

they are set. He likes to get paid well for doing well, and I like dealing with someone who is not trying to figure

how to get the fixtures in the executive washroom gold-plated.

Harry and I like each other, and his relationship with Buffett Partnership, Ltd.

should be profitable for all of us.

The Question of Conservatism

Because I believe it may be even more meaningful after the events of 1962 I would like to repeat this section

from last year’s letter:

"The above description of our various areas of operation may provide some clues as to how conservatively our

portfolio is invested. Many people some years back thought they were behaving in the most conservative

manner by purchasing medium or long-term municipal or government bonds. This policy has produced

substantial market depreciation in many cases, and most certainly has failed to maintain or increase real buying

power.

"Conscious, perhaps overly conscious, of inflation, many people now feel that they are behaving in a

conservative manner by buying blue chip securities almost regardless of price-earnings ratios, dividend yields,

etc.

Without the benefit of hindsight as in the bond example, I feel this course of action is fraught with danger.

There is nothing at all conservative, in my opinion, about speculating as to just how high a multiplier a greedy

and capricious public will put on earnings.

You will not be right simply because a large number of people momentarily agree with you. You will not be

right simply because important people agree with you. In many quarters the simultaneous occurrence of the two

above factors is enough to make a course of action meet the test of conservatism.

“You will be right, over the course of many transactions, if your hypotheses are correct, your facts are correct,

and your reasoning is correct. True conservatism is only possible through knowledge and reason.

I might add that in no way does the fact that our portfolio is not conventional prove that we are more

39 conservative or less conservative than standard methods of investing.

This can only be determined by examining

the methods or examining the results.

I feel the most objective test as to just how conservative our manner of investing is arises through evaluation of

performance in down markets. Preferably these should involve a substantial decline in the Dow. Our

performance in the rather mild declines of 1957 and 1960 would confirm my hypothesis that we invest in an

extremely conservative manner. I would welcome any partner's suggesting objective tests as to conservatism to

see how we stack up. We have never suffered a realized loss of more than ½ of 1% of total net assets and our

ratio of total dollars of realized gains to total realized losses is something like 100 to 1. Of course, this reflects

the fact that on balance we have been operating in an up market.

However there have been many opportunities

for loss transactions even in markets such as these (you may have found out about a few of these yourselves) so

I think the above facts have some significance.

In 1962, we did realize a loss on one commitment or 1.0% and our ratio or realized gains to losses was only

slightly over 3 to 1. However, compared

to more conventional (often termed conservative which is not

synonymous) methods of common stock investing, it would appear that our method involved considerably less

risk.

Our advantage over the Dow was all achieved when the market was going down; we lost a bit of this edge

on the way up.

The Usual Prediction

I am certainly not going to predict what general business or the stock market are going to do in the next year or

two, since I don't have the faintest idea.

I think you can be quite sure that over the next ten years, there are going to be a few years when the general

market is plus 20% or 25% a few when it is minus on the same order, and a majority when it is in between. I

haven’t any notion as to the sequence in which these will occur, nor do I think it is of any great importance for

the long-term investor. If you will take the first table on page 3 and shuffle the years around, the compounded

result will stay the same. If the next four years are going to involve, say, a +40%, -30%, +10% and –6%, the

order in which they fall is completely unimportant for our purposes as long as we all are around at the end of the

four years.

Over a long period of years, I think it likely that the Dow will probably produce something like 5%

per year compounded from a combination of dividends and market value gain. Despite the experience of the last

decade, anyone expecting substantially better than that from the general market probably faces disappointment.

Our job is to pile up yearly advantages over the performance of the Dow without worrying too much about

whether the absolute results in a given year are a plus or a minus. I would consider a year in which we were

down 15% and the Dow declined 25% to be much superior to a year when both the partnership and the Dow

advanced 20%.

For the reasons outlined in our method of operation, our best years relative to the Dow are likely to be in

declining or static markets.

Therefore, the advantage we seek will probably come in sharply varying amounts.

There are bound to be years when we are surpassed by the Dow, but if over a long period we can average ten

percentage points per year better than it, I will feel the results have been satisfactory.

Specifically, if the market should be down 35% or 40% in a year (and I feel this has a high probability of

occurring one year in the next ten --no one knows which one), we should be down only 15% or 20%. If it is

more or less unchanged during the year, we would hope to be up about ten percentage points. If it is up 20% or

more, we would struggle to be up as much. It is certainly doubtful we could match a 20% or 25% advance from

the December 31, 1962 level.

The consequence of performance such as this over a period of years would mean

that if the Dow produces a 5% per year overall gain compounded, I would hope our results might be 15% per

year.

40 The above expectations may sound somewhat rash, and there is no question but that they may appear very much

so when viewed from the vantage point

of 1965 or 1970. Variations in any given year from the behavior

described above would be wide, even if the long-term expectation was correct. Certainly, you have to recognize

the possibility of substantial personal bias in such hopes.

Miscellaneous

This year marked the transition from the office off the bedroom to one a bit (quite a bit) more conventional.

Surprising as it may seem, the return to a time clock life has not been unpleasant. As a matter of fact, I enjoy not

keeping track of everything on the backs of envelopes.

We are starting off this year with net assets of $9,405,400.00.

At the start of 1962, Susie and I had three “non-

marketable security” investments of other than nominal size, and two of these have been sold. The third will be

continued indefinitely. From the proceeds of the two sales, we have added to our partnership interest so that we

now have an interest of $1,377,400.00. Also, my three children, mother, father, two sisters, two brothers-in-law,

father-in-law, three aunts, four cousins, five nieces and nephews have interests directly or indirectly totaling

$893,600.00.

Bill Scott who has fit into our operation splendidly has an interest (with his wife) of $167,400.00; A very large

portion of his net worth. So we are all eating our own cooking.

You will note from the auditor's certificate that they made a surprise check during the year and this will be a

continuing part of their procedure. Peat, Marwick, Mitchell & Co.

again did an excellent job on the audit,

meeting our rather demanding time schedules.

Susie was in charge of equipping the office which means we did not follow my “orange crate" approach to

interior decorating. We have an ample supply of Pepsi on hand and look forward to partners dropping in.

Beth Feehan continues to demonstrate why she is the high priestess of the CPS (certified professional secretary,

that is) group.

Partners did a wonderful job of cooperating in the return of agreements and commitment letters, and I am most

appreciative of this. It makes life a lot easier. Enclosed you will find Schedule “A” to your partnership

agreement. You will be receiving your audit and tax figures very soon, and if you have questions on any of this

be sure to let me hear from you.

Cordially,

Warren E.

Buffett

41 BUFFETT PARTNERSHIP, LTD.

810 KIEWIT PLAZA

OMAHA 31, NEBRASKA

July 10, 1963

First Half Performance

During the first half of 1963, the Dow Jones Industrial Average (hereinafter called the "Dow") advanced from

652.10 to 706.88. If one had owned the Dow during this period, dividends of $10.66 would have been received,

bringing the overall return from the Dow during the first half to plus 10.0%.

Our incantation has been: (1) that short-term results (less than three years) have little meaning, particularly in

reference to an investment operation such as ours that devotes a portion of resources to control situations, and;

(2) That our results relative to the Dow and other common-stock-form media, will be better in declining markets

and may well have a difficult time just matching such media in bubbling markets.

Nevertheless, our first-half performance, excluding any change in Dempster valuation (and its valuation did

change --I'm saving this for dessert later in the letter) was plus 14%.

This 14% is computed on total net assets

(not non-Dempster assets) and is after expenses, but before monthly payments (to those who take them) to

partners and allocation to the General Partner. Such allocations are academic on an interim basis, but if we were

also plus 14% at yearend, the first 6% would be allocated to partners according to their capital, plus three-

quarters of the balance of 8% (14% -6%), or an additional 6%, giving the limited partners a plus 12%

performance.

Despite the relatively pleasant results of the first half the admonitions stated two paragraphs earlier hold in full

force. At plus 14% versus plus 10% for the Dow, this six months has been a less satisfactory period than the first

half of 1962 when we were minus 7.5% versus minus 21.7% for the Dow.

You should completely understand

our thinking in this regard which has been emphasized in previous letters.

During the first half we had an average net investment in "generals" (long positions in generals minus short

positions in generals) of approximately $5,275,000. Our overall gain from this net investment in generals (for a

description of our investment categories see the last annual letter) was about $1,100,000 for a percentage gain

from this category of roughly 21%. This again illustrates the extent to which the allocation of our resources

among various categories affects short-term results. In 1962 the generals were down for the year and only an

outstanding performance by both of the other two categories, "work-outs" and "controls," gave us our unusually

favorable results for that year.

Now this year, our work-outs have done poorer than the Dow and have been a drag on performance, as they are

expected to be in rising markets.

While it would be very nice to be 100% in generals in advancing markets and

100% in work-outs in declining markets, I make no attempt to guess the course of the stock market in such a

manner. We consider all three of our categories to be good businesses on a long-term basis, although their short-

term price behavior characteristics differ substantially in various types of markets. We consider attempting to

gauge stock market fluctuations to be a very poor business on a long-term basis and are not going to be in it,

either directly or indirectly through the process of trying to guess which of our categories is likely to do best in

the near future.

Investment Companies

Shown below are the usual statistics on a cumulative basis for the Dow and Buffett Partnership. Ltd. (including

predecessor partnerships) as well as for the two largest open-end (mutual funds) and two largest closed-end

42 investment companies following a diversified common-stock investment policy:

Year

Dow

Mass.Inv.

Trust

(1)

Investors Stock

(1)

Tri-Cont. (2)

1957

-8.4%

-11.4%

-12.4%

-2.4%

1957 – 58

26.9%

26.4%

29.2%

30.0%

1957 – 59

52.3%

37.8%

42.5%

40.9%

1957 – 60

42.9%

36.4%

41.6%

44.8%

1957 – 61

74.9%

71.3%

76.9%

77.4%

1957 – 62

61.6%

54.5%

53.2%

59.7%

1957 – 6/30/63

77.8%

72.4%

69.3%

75.7%

Annual

Compounded Rate

9.3%

8.7%

8.4%

9.1%

Year

Lehman (2)

Partnership (3)

Limited Partners

(4)

1957

-11.4%

10.4%

9.3%

1957 – 58

24.7%

55.6%

44.5%

1957 – 59

34.8%

95.9%

74.7%

1957 – 60

38.2%

140.6%

107.2%

1957 – 61

70.8%

251.0%

181.6%

1957 – 62

46.2%

299.8%

215.1%

1957 – 6/30/63

60.8%

355.8%

252.9%

Annual

Compounded Rate

7.6%

26.3%

21.4%

Footnotes

:

(1)

Computed from changes in asset value plus any distributions to holders of record during year.

(2)

From 1963 Moody's Bank & Finance Manual for 1957-62.

Estimated for first half 1963.

(3)

For 1957-61 consists of combined results of all predecessor limited partnerships operating throughout

entire year after all expenses but before distributions to partners or allocations to the general partner.

(4)

For 1957-61 computed on basis of preceding column of partnership results allowing for allocation to

general partner based upon present partnership agreement.

The results continue to show that the most highly paid and respected investment advice has difficulty matching

the performance of an unmanaged index of blue-chip stocks. This in no sense condemns these institutions or the

investment advisers and trust departments whose methods, reasoning, and results largely parallel such

investment companies. These media perform a substantial service to millions of investors in achieving adequate

diversification, providing convenience and peace of mind, avoiding issues of inferior quality, etc.

However,

their services do not include (and in the great majority of cases, are not represented to include) the compounding

of money at a rate greater than that achieved by the general market.

Our partnership's fundamental reason for existence is to compound funds at a better-than-average rate with less

exposure to long-term loss of capital than the above investment media. We certainly cannot represent that we

will achieve this goal. We can and do say that if we don't achieve this goal over any reasonable period excluding

43 an extensive speculative boom, we will cease operation.

Dempster Mill Manufacturing Company

In our most recent annual letter, I described Harry Bottle as the “man of the year”. If this was an understatement.

Last year Harry did an extraordinary job of converting unproductive assets into cash which we then, of course,

began to invest in undervalued securities.

Harry has continued this year to turn under-utilized assets into cash,

but in addition, he has made the remaining needed assets productive. Thus we have had the following

transformation in balance sheets during the last nineteen months:

November 30, 1961 (000’s omitted)

Assets

Book Figure

Valued @

Adjusted

Valuation

Liabilities

Cash

$166

100%

$166

Notes Payable

$1,230

Accts. Rec.

(net)

$1,040

85%

$884

Other

Liabilities

$1,088

Inventory

$4,203

60%

$2,522

Ppd. Exp. Etc.

$82

25%

$21

Total

Liabilities

$2,318

Current Assets

$5,491

$3,593

Net Worth:

Per Books

$4,601

Cash Value

Life ins., etc.

$45

100%

$45

As adjusted to

quickly

realizable

values

$2,120

Net Plant &

equipment

$1,383

Est. Net

Auction Value

$800

Total Assets

$6,919

$4,438

Share

outstanding

60,146.

Adj.

Value per

Share

$35.25

44 November 30, 1962 (000’s omitted)

Assets

Book Figure

Valued @

Adjusted

Valuation

Liabilities

Cash

$60

100%

$60

Notes payable

$0

Marketable

Securities

$758

Mkt. 12/31/62

$834

Other

liabilities

$346

Accts. Rec.

(net)

$796

85%

$676

Total liabilities

$346

Inventory

$1,634

60%

$981

Cash value life

ins.

$41

100%

$41

Net Worth:

Recoverable

income tax

$170

100%

$170

Per books

$4,077

Ppd. Exp. Etc

$14

25%

$4

As adjusted to

quickly

realizable

values

$3,125

Add: proceeds

from potential

exercise of

option to

Harry Bottle

$60

Current Assets

$3,473

$2,766

$3,185

Shares

Outstanding

60,146

Misc. Invest.

$5

100%

$5

Add: shs.

Potentially

outstanding

under option:

2,000

Total shs.

62,146

Net plant &

equipment

$945

Est. net

auction value

$700

Adj.

Value per

Share

$51.26

Total Assets

$4,423

$3,471

45 November 30, 1963 (000’s omitted)

Assets

Book Figure

Valued @

Adjusted

Valuation

Liabilities

Cash

$144

100%

$144

Notes payable

(paid 7/3/63)

$125

Marketable

Securities

$1,772

Mkt. 6/30/63

$2,029

Other

liabilities

$394

Accts. Rec.

(net)

$1,262

85%

$1,073

Total

Liabilities

$519

Inventory

$977

60%

$586

Ppd. Exp. Etc

$12

25%

$3

Net Worth:

Per books

$4,582

Current Assets

$4,167

$3,835

As adjusted to

quickly

realizable

values

$4,028

Misc. Invest

$62

100%

$62

Shares

outstanding

62,146

Net plant &

equip.

$872

Est. net

auction value

$650

Adj. Value per

share

$64.81

Total assets

$5,101

$4,547

I have included above the conversion factors we have previously used in valuing Dempster for B.P.L.

purposes

to reflect estimated immediate sale values of non-earning assets.

As can be seen, Harry has converted the assets at a much more favorable basis than was implied by my

valuations. This largely reflects Harry's expertise and, perhaps, to a minor degree my own conservatism in

valuation.

As can also be seen, Dempster earned a very satisfactory operating profit in the first half (as well as a substantial

unrealized gain in securities) and there is little question that the operating business, as now conducted, has at

least moderate earning power on the vastly reduced assets needed to conduct it. Because of a very important-

seasonal factor and also the presence of a tax carry forward, however, the earning power is not nearly what

might be inferred simply by a comparison of the 11/30/62 and 6/30/63 balance sheets.

Partly because of this

seasonality, but more importantly, because of possible developments in Dempster before 1963 yearend, we have

left our Dempster holdings at the same $51.26 valuation used at yearend 1962 in our figures for B.P.L’s first

half. However, I would be very surprised if it does not work out higher than this figure at yearend.

One sidelight for the fundamentalists in our group: B.P.L. owns 71.7% of Dempster acquired at a cost of

$1,262,577.27. On June 30, 1963 Dempster had a small safe deposit box at the Omaha National Bank containing

securities worth $2,028,415.25. Our 71.7% share of $2,028,415.25 amounts to $1,454,373.70. Thus, everything

above ground (and part of it underground) is profit.

My security analyst friends may find this a rather primitive

method of accounting, but I must confess that I find a bit more substance in this fingers and toes method than in

any prayerful reliance that someone will pay me 35 times next year's earnings.

46 Advance Payments and Advance Withdrawals

We accept advance payments from partners and prospective partners at 6% interest from date of receipt until the

end of the year. While there is no obligation to convert the payment to a partnership interest at the end of the

year, this should be the intent at the time of payment.

Similarly, we allow partners to withdraw up to 20% of their partnership account prior to yearend and charge

them 6% from date of withdrawal until yearend when it is charged against their capital account.

Again, it is not

intended that partners use US like a bank, but that they use the withdrawal right for unanticipated need for

funds.

The willingness to both borrow and lend at 6% may seem "un-Buffett-like.” We look at the withdrawal right as

a means of giving some liquidity for unexpected needs and, as a practical matter, are reasonably sure it will be

far more than covered by advance payments.

Why then the willingness to pay 6% for advance payment money when we can borrow from commercial banks

at substantially lower rates? For example, in the first half we obtained a substantial six-month bank loan at 4%.

The answer is that we expect on a long-term basis to earn better than 6% (the general partner's allocation is zero

unless we do although it is largely a matter of chance whether we achieve the 6% figure in any short period.

Moreover, I can adopt a different attitude in the investment of money that can be expected to soon be a part of

our equity capital than I can on short-term borrowed money.

The advance payments have the added advantage to

us of spreading the investment of new money over the year, rather than having it hit us all at once in January. On

the other hand, 6% is more than can be obtained in short-term dollar secure investments by our partners, so I

consider it mutually profitable. On June 30, 1963 we had advance withdrawals of $21,832.00 and advance

payments of $562,437.11.

Taxes

There is some possibility that we may have fairly substantial realized gains this year. Of course, this may not

materialize at all and actually does not have anything to do with our investment performance this year. I am an

outspoken advocate of paying large amounts of income taxes -- at low rates. A tremendous number of fuzzy,

confused investment decisions are rationalized through so-called "tax considerations.”

My net worth is the market value of holdings less the tax payable upon sale.

The liability is just as real as the

asset unless the value of the asset declines (ouch), the asset is given away (no comment), or I die with it. The

latter course of action would appear to at least border on a Pyrrhic victory.

Investment decisions should be made on the basis of the most probable compounding of after-tax net worth with

minimum risk. Any isolation of low-basis securities merely freezes a portion of net worth at a compounding

factor identical with the assets isolated. While this may work out either well or badly in individual cases, it is a

nullification of investment management. The group experience holding various low basis securities will

undoubtedly approximate group experience on securities as a whole, namely compounding at the compounding

rate of the Dow.

We do not consider this the optimum in after-tax compounding rates.

I have said before that if earnings from the partnership can potentially amount to a sizable portion of your total

taxable income, the safe thing to do is to estimate this year the same tax you incurred last year. If you do this,

you cannot run into penalties. In any event, tax liabilities for those who entered the partnership on 1/1/63 will be

minimal because of the terms of our partnership agreement first allocating capital gains to those having an

interest in unrealized appreciation.

47 As in past years, we will have a letter out about November 1st (to partners and those who have indicated an

interest to me by that time in becoming partners) with the amendment to the partnership agreement, commitment

letter for 1964, estimate of the 1963 tax situation, etc.

My closing plea for questions regarding anything not clear always draws a blank. Maybe no one reads this far.

Anyway, the offer is still open.

Cordially,

Warren E.

Buffett

48 BUFFETT PARTNERSHIP, LTD.

810 KIEWIT PLAZA

OMAHA 31, NEBRASKA

November 6, 1963

To My Partners for 1964:

Enclosed is the usual assortment of Thanksgiving reading material:

(1)

Two copies of an amended partnership agreement for 1964. The one with the General Provisions

attached is to be kept by you (exactly the same as last year) and the other single page agreement is to be

signed, notarized and returned to us. Partners in Omaha may come in and obtain the notarization at our

office.

(2)

A copy of that priceless treatise, "The Ground Rules,” I would like every partner to read this at least

once a year, and it is going to be a regular item in my November package. Don't sign the partnership

agreement unless you fully understand the concepts set forth and are in accord with them -- mentally

and viscerally.

(3)

Two copies of the commitment letter for 1964, one to be kept by you and one returned to us.

You may

amend this commitment letter right up to midnight, December 31st, so get it back to us early, and if it

needs to be changed, just let us know by letter or phone.

Any withdrawals will be paid immediately after January 1st. You may withdraw any amount you desire from

$100 up to your entire equity. Similarly, additions can be for any amount and should reach us by January 10th.

In the event you are disposing of anything, this will give you a chance to have the transaction in 1964 if that

appears to be advantageous for tax reasons. If additions reach us in November, they take on the status of

advance payments and draw interest at the rate of 6% until yearend. This is not true of additions reaching us in

December.

Complete tax information for your 1963 return will be in your hands by January 25th. If you should need an

estimate of your tax position before that time, let me know and I will give you a rough idea.

We will also send

out a short letter on taxes in late December.

At the end of October, the overall result from the Dow for 1963 was plus 18.8%. We have had a good year in all

three categories, generals, work-outs and controls. A satisfactory sale on a going concern basis of Dempster Mill

Manufacturing operating assets was made about a month ago. I will give the full treatment to the Dempster story

in the annual letter, perhaps climaxed by some lyrical burst such as “Ode to Harry Bottle.” While we always had

a built-in profit in Dempster because of our bargain purchase price, Harry accounted for several extra servings

of dessert by his extraordinary job. Harry, incidentally, has made an advance payment toward becoming a

limited partner in 1964-- we consider this the beginning, not the end.

However, 1963 has not been all Dempster.

While a great deal can happen the last two months and therefore

interim results should not be taken too seriously, at the end of October the overall gain for the partnership was

about 32%. Based on the allocation embodied in our agreement, this works out to plus 25 1/2% for the limited

partners before monthly payments to those who take them. Of our approximate $3 million gain, something over

$2 million came from marketable securities and a little less than $1 million from Dempster operating assets. The

combined gain from our single best general and best work-out situation approximated the gain on the Dempster

operating assets.

49 You should be aware that if our final results relative to the Dow for 1963 are as favorable as on October 31 st , I

will regard it as an abnormal year. I do not consider a 13.2 percentage point margin to be in the cards on a long

term basis. A considerably more moderate annual edge over the Dow will be quite satisfactory.

Cordially

Warren E. Buffett

P/S.

Last year we announced there would be no prizes for the last ones to get the material back to us. This

continues to be our policy. Save us some last minute scurrying by getting your agreement and commitment letter

back pronto. Give Bill or me a call if we can be of any help. Thanks!

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