1964

0%
~50m

BUFFETT PARTNERSHIP, LTD.

810 KIEWIT PLAZA

OMAHA 31, NEBRASKA

January 18, 1964

Our Performance in 1963

1963 was a good year. It was not a good year because we had an overall gain of $3,637,167 or 38.7% on our

beginning net assets, pleasant as that experience may be to the pragmatists in our group. Rather it was a good

year because our performance was substantially better than that of our fundamental yardstick --the Dow-Jones

Industrial Average (hereinafter called the “Dow”).

If we had been down 20% and the Dow had been down 30%,

this letter would still have begun “1963 was a good year.” Regardless of whether we are plus or minus in a

particular year, if we can maintain a satisfactory edge on the Dow over an extended period of time, our long

term results will be satisfactory -- financially as well as philosophically.

To bring the record up to date, the following summarizes the year-by-year performance of the Dow, the

performance of the Partnership before allocation to the general partner, and the limited partners' results for all

full years of BPL's and predecessor partnerships' activities:

Year

Overall Results From

Dow (1)

Partnership Results

(2)

Limited Partners’

Results (3)

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%

1963

20.7%

38.7%

30.5%

(1)

Based on yearly changes in the value of the Dow plus dividends that would

have been received

through ownership of the Dow during that year.

(2)

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

throughout the entire year after all expenses but before distributions to partners or allocations to the

general partner.

(3)

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

allocation to the general partner based upon the present partnership agreement.

One wag among the limited partners has suggested I add a fourth column showing the results of the general

partner --let's just say he, too, has an edge on the Dow.

The following table shows the cumulative or compounded results based on the preceding table:

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%

51 1957 – 60

42.9%

140.6%

107.2%

1957 – 61

74.9%

251.0%

181.6%

1957 – 62

61.6%

299.8%

215.1%

1957 – 63

95.1%

454.5%

311.2%

Annual Compounded

Rate

10.0%

27.7%

22.3%

It appears that we have completed seven fat years. With apologies to Joseph we shall attempt to ignore the

biblical script. (I've never gone overboard for Noah's ideas on diversification either.)

In a more serious vein, I would like to emphasize that, in my judgment; our 17.7 margin over the Dow shown

above is unattainable over any long period of time. A ten percentage point advantage would be a very

satisfactory accomplishment and even a much more modest edge would produce impressive gains as will be

touched upon later.

This view (and it has to be guesswork -- informed or otherwise) carries with it the corollary

that we must expect prolonged periods of much narrower margins over the Dow as well as at least occasional

years when our record will be inferior (perhaps substantially so) to the Dow.

Much of the above sermon is reflected in "The Ground Rules" sent to everyone in November, but it can stand

repetition.

Investment Companies

We regularly compare our results with the two largest open-end investment companies (mutual funds) that

follow a policy of being, typically, 95 -100% invested in common stocks, 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 about $4 billion and are probably typical of most of the $25

billion investment company industry.

My opinion is that their results roughly parallel those of the vast majority

or other investment advisory organizations which handle, in aggregate, vastly greater sums.

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

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

of over $7 million, and this represents a very small fraction of the industry. The public batting average of this

highly-paid talent indicates they achieved results slightly less favorable than the Dow.

Both our portfolio and method of operation differ substantially from the investment companies in the table.

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 standard of performance.

YEARLY RESULTS

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%

-14.4%

-10.0%

-7.6%

11.9%

1963

20.0%

16.5%

23.8%

19.5%

20.7%

30.5%

52 (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 1963.

COMPOUNDED

Year

Mass.

Inv.

Trust

Investors

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%

46.2%

59.7%

61.6%

215.1%

1957 – 63

85.4%

78.5%

81.0%

90.8%

95.1%

311.2%

Annual

Compounded

Rate

9.2%

8.6%

8.8%

9.7%

10.0%

22.3%

The Dow, of course, is an unmanaged index, and it may seem strange to the reader to contemplate the high

priests of Wall Street striving vainly to surpass or even equal it. However, this is demonstrably the case.

Moreover, such a failure cannot be rationalized by the assumption that the investment companies

et al

are

handling themselves in a more conservative manner than the Dow.

As the table above indicates, and as more

extensive studies bear out, the behavior of common stock portfolio managed by this group, on average, have

declined in concert with the Dow. By such a test of behavior in declining markets, our own methods of

operation have proven to be considerably more conservative than the common stock component of the

investment company or investment advisor group. While this has been true in the past, there obviously can be no

guarantees about the future.

The above may seem like rather strong medicine, but it is offered as a factual presentation and in no way as

criticism. Within their institutional framework and handling the many billions of dollars involved, the results

achieved are the only ones attainable.

To behave unconventionally within this framework is extremely difficult.

Therefore, the collective record of such investment media is necessarily tied to the record of corporate America.

Their merits, except in the unusual case, do not lie in superior results or greater resistance to decline in value.

Rather, I feel they earn their keep by the ease of handling, the freedom from decision making and the automatic

diversification they provide, plus, perhaps most important, the insulation afforded from temptation to practice

patently inferior techniques which seem to entice so many world-be investors.

The Joys of Compounding

Now to the pulse-quickening portion of our essay. Last year, in order to drive home the point on compounding, I

took a pot shot at Queen Isabella and her financial advisors.

You will remember they were euchred into such an

obviously low-compound situation as the discovery of a new hemisphere.

Since the whole subject of compounding has such a crass ring to it, I will attempt to introduce a little class into

this discussion by turning to the art world. Francis I of France paid 4,000 ecus in 1540 for Leonardo da Vinci’s

Mona Lisa. On the off chance that a few of you have not kept track of the fluctuations of the ecu 4,000

converted out to about $20,000.

If Francis had kept his feet on the ground and he (and his trustees) had been able to find a 6% after-tax

53 investment, the estate now would be worth something over $1,000,000,000,000,000.00. That's $1 quadrillion or

over 3,000 times the present national debt, all from 6%. I trust this will end all discussion in our household

about any purchase or paintings qualifying as an investment.

However, as I pointed out last year, there are other morals to be drawn here. One is the wisdom of living a long

time.

The other impressive factor is the swing produced by relatively small changes in the rate of compound.

Below are shown the gains from $100,000 compounded at various rates:

4%

8%

12%

16%

10 Years

$48,024

$115,892

$210,584

$341,143

20 Years

$119,111

$366,094

$864,627

$1,846,060

30 Years

$224,337

$906,260

$2,895,970

$8,484,940

It is obvious that a variation of merely a few percentage points has an enormous effect on the success of a

compounding (investment) program. It is also obvious that this effect mushrooms as the period lengthens. If,

over a meaningful period of time, Buffett Partnership can achieve an edge of even a modest number of

percentage points over the major investment media, its function will be fulfilled.

Some of you may be downcast because I have not included in the above table the rate of 22.3% mentioned on

page 3. This rate, of course, is before income taxes which are paid directly by you --not the Partnership.

Even

excluding this factor, such a calculation would only prove the absurdity of the idea of compounding at very high

rates -- even with initially modest sums. My opinion is that the Dow is quite unlikely to compound for any

important length of time at the rate it has during the past seven years and, as mentioned earlier, I believe our

margin over the Dow cannot be maintained at its level to date. The product of these assumptions would be a

materially lower average rate of compound for BPL in the future than the rate achieved to date. Injecting a

minus 30% year (which is going to happen from time to time) into our tabulation of actual results to date, with,

say, a corresponding minus 40% for the Dow brings both the figures on the Dow and BPL more in line with

longer range possibilities. As the compounding table above suggests, such a lowered rate can still provide highly

satisfactory long term investment results.

Our Method of Operation

At this point I always develop literary schizophrenia.

On the one hand, I know that we have in the audience a

number of partners to whom details of our business are interesting. We also have a number to whom this whole

thing is Greek and who undoubtedly wish I would quit writing and get back to work.

To placate both camps, I am just going to sketch briefly our three categories at this point and those who are

interested in getting their doctorate can refer to the appendix for extended treatment of examples.

Our three investment categories are not differentiated by their expected profitability over an extended period of

time. We are hopeful that they will each, over a ten or fifteen year period, produce something like the ten

percentage point margin over the Dow that is our goal. However, in a given year they will have violently

different behavior characteristics, depending primarily on the type of year it turns out to be for the stock market

generally.

Briefly this is how they shape up:

“Generals” -

A category of generally undervalued stocks, determined primarily by quantitative

standards, but with considerable attention also paid to the qualitative factor. There is often little or

nothing to indicate immediate market improvement. The issues lack glamour or market sponsorship.

Their main qualification is a bargain price; that is, an overall valuation on the enterprise substantially

below what careful analysis indicates its value to a private owner to be. Again let me emphasize that

54 while the quantitative comes first and is essential, the qualitative is important. We like good

management - we like a decent industry - we like a certain amount of “ferment” in a previously dormant

management or stockholder group. But we demand value. The general group behaves very much in

sympathy with the Dow and will turn in a big minus result during a year of substantial decline by the

Dow.

Contrarywise, it should be the star performer in a strongly advancing market. Over the years we

expect it, of course, to achieve a satisfactory margin over the Dow.

“Workouts” -

These are the securities with a timetable. They arise from corporate activity - sell-outs,

mergers, reorganizations, spin-offs, etc. In this category we are not talking about rumors or "inside

information" pertaining to such developments, but to publicly announced activities of this sort. We wait

until we can read it in the paper. The risk pertains not primarily to general market behavior (although

that is sometimes tied in to a degree), but instead to something upsetting the applecart so that the

expected development does not materialize. Such killjoys could include anti-trust or other negative

government action, stockholder disapproval, withholding of tax rulings, etc. The gross profits in many

workouts appear quite small.

A friend refers to this as getting the last nickel after the other fellow has

made the first ninety-five cents. However, the predictability coupled with a short holding period

produces quite decent annual rates of return. This category produces more steady absolute profits from

year to year than generals do. In years of market decline, it piles up a big edge for us; during bull

markets, it is a drag on performance. On a long term basis, I expect it to achieve the same sort of margin

over the Dow attained by generals.

“Controls” - These are rarities, but when they occur they are likely to be of significant size. Unless we

start off with the purchase of a sizable block or stock, controls develop from the general category. They

result from situations where a cheap security does nothing price-wise for such an extended period of

time that we are able to buy a significant percentage of the company's stock.

At that point we are

probably in a position to assume some degree of, or perhaps complete, control of the company's

activities; whether we become active or remain relatively passive at this point depends upon our

assessment of the company’s future and the management's capabilities. The general we have been

buying the most aggressively in recent months possesses excellent management following policies that

appear to make very good sense to us. If our continued buying puts us in a controlling position at some

point in the future, we will probably remain very passive regarding the operation or this business.

We do not want to get active merely for the sake of being active. Everything else being equal I would

much rather let others do the work. However, when an active role is necessary to optimize the

employment of capital you can be sure we will not be standing in the wings.

Active or passive, in a control situation there should be a built-in profit.

The sine qua non of this

operation is an attractive purchase price. Once control is achieved, the value of our investment is

determined by the value of the enterprise, not the oftentimes irrationalities of the marketplace.

Our willingness and financial ability to assume a controlling position gives us two-way stretch on many

purchases in our group of generals. If the market changes its opinion for the better, the security will

advance in price. If it doesn't, we will continue to acquire stock until we can look to the business itself

rather than the market for vindication of our judgment.

Investment results in the control category have to be measured on the basis of at least several years.

Proper buying takes time. If needed, strengthening management, re-directing the utilization of capital,

perhaps effecting a satisfactory sale or merger, etc., are also all factors that make this a business to be

measured in years rather than months.

For this reason, in controls, we are looking for wide margins of

profit-if it looks at all close, we pass.

55 Controls in the buying stage move largely in sympathy with the Dow. In the later stages their behavior

is geared more to that of workouts.

As I have mentioned in the past, the division of our portfolio among the three categories is largely determined

by the accident or availability. Therefore, in a minus year for the Dow, whether we are primarily in generals or

workouts is largely a matter of luck, but it will have a great deal to do with our performance relative to the Dow.

This is one or many reasons why a single year's performance is of minor importance and, good or bad, should

never be taken too seriously.

If there is any trend as our assets grow, I would expect it to be toward controls which heretofore have been our

smallest category.

I may be wrong in this expectation - a great deal depends, of course, on the future behavior of

the market on which your guess is as good as mine (I have none). At this writing, we have a majority of our

capital in generals, workouts rank second, and controls are third.

Miscellaneous

We are starting off the year with net assets of $17,454,900. Our rapid increase in assets always raises the

question of whether this will result in a dilution of future performance. To date, there is more of a positive than

inverse correlation between size of the Partnership and its margin over the Dow. This should not be taken

seriously however. Larger sums may be an advantage at some times and a disadvantage at others. My opinion is

that our present portfolio could not be improved if our assets were $1 million or $5 million. Our idea inventory

has always seemed to be 10% ahead of our bank account.

If that should change, you can count on hearing from

me.

Susie and I have an investment of $2,392,900 in the Partnership. For the first time I had to withdraw funds in

addition to my monthly payments, but it was a choice of this or disappointing the Internal Revenue Service.

Susie and I have a few non-marketable (less than 300 holders) securities of nominal size left over from earlier

years which in aggregate are worth perhaps 1% of our partnership interest. In addition we have one non-

marketable holding of more material size of a local company purchased in 1960 which we expect to hold

indefinitely. Aside from this all our eggs are in the BPL basket and they will continue to be. I can't promise

results but I can promise a common destiny.

In addition, that endless stream of relatives of mine consisting of

my three children, mother, father, two sisters, two brothers-in-law, father-in-law, four aunts four cousins and

five nieces and nephews, have interests in BPL directly or indirectly totaling $1,247,190.

Bill Scott is also in with both feet, having an interest along with his wife or $237,400, the large majority or their

net worth. Bill has done an excellent job and on several or our more interesting situations going into 1964, he

has done the majority or the contact work. I have also shoved off on him as much as possible of the

administrative work so if you need anything done or have any questions, don't hesitate to ask for Bill if I'm not

around.

Beth and Donna have kept an increasing work load flowing in an excellent manner.

During December and

January, I am sure they wish they had found employment elsewhere, but they always manage to keep a

mountain of work ship-shape.

Peat, Marwick, Mitchell has done their usual excellent job of meeting a tough timetable. We have instructed

them to conduct two surprise checks a year (rather than one as in past years) on our securities, cash, etc., in the

future. These are relatively inexpensive, and I think make a good deal of sense in any financial organization.

Within the next week you will receive:

(1)

A tax letter giving you all BPL information needed for your 1963 federal income tax return. This letter

56 is the only item that counts for tax purposes.

(2)

An audit from Peat, Marwick, Mitchell & Co. for 1963, setting forth the operations and financial

position of BPL as well as your own capital account.

(3)

A letter signed by me setting forth the status of your BPL interest on 1/1/64.

This is identical with the

figure developed in the audit.

(4)

Schedule “A” to the partnership agreement listing all partners.

Let me know if anything needs clarifying. As we grow, there is more chance of missing letters, a name skipped

over, a figure transposition, etc., so speak up if it appears we might have erred. Our next letter will be about July

15th summarizing the first half.

Cordially,

Warren E. Buffett

57 APPENDIX

TEXAS NATIONAL PETROLEUM

This situation was a run-of-the-mill workout arising from the number one source of workouts in recent years --

the sellouts of oil and gas producing companies.

TNP was a relatively small producer with which I had been vaguely familiar for years.

Early in 1962 I heard rumors regarding a sellout to Union Oil of California. I never act on such information, but

in this case it was correct and substantially more money would have been made if we had gone in at the rumor

stage rather than the announced stage.

However, that's somebody else's business, not mine.

In early April, 1962, the general terms of the deal were announced. TNP had three classes of securities

outstanding:

(1)

6 1/2% debentures callable at 104 1/4 which would bear interest until the sale transpired and at that time

would be called. There were $6.5 million outstanding of which we purchased $264,000 principal

amount before the sale closed.

(2)

About 3.7 million shares of common stock of which the officers and directors owned about 40%. The

proxy statement estimated the proceeds from the liquidation would produce $7.42 per share. We

purchased 64,035 shares during the six months or so between announcement and closing.

(3)

650,000 warrants to purchase common stock at $3.50 per share. Using the proxy statement estimate of

$7.42 for the workout on the common resulted in $3.92 as a workout on the warrants. We were able to

buy 83,200 warrants or about 13% of the entire issue in six months.

The risk of stockholder disapproval was nil.

The deal was negotiated by the controlling stockholders, and the

price was a good one. Any transaction such as this is subject to title searches, legal opinions, etc., but this risk

could also be appraised at virtually nil. There were no anti-trust problems. This absence of legal or anti-trust

problems is not always the case, by any means.

The only fly in the ointment was the obtaining of the necessary tax ruling. Union Oil was using a standard ABC

production payment method of financing. The University of Southern California was the production payment

holder and there was some delay because of their eleemosynary status.

This posed a new problem for the Internal Revenue Service, but we understood USC was willing to waive this

status which still left them with a satisfactory profit after they borrowed all the money from a bank.

While

getting this ironed out created delay, it did not threaten the deal.

When we talked with the company on April 23rd and 24th, their estimate was that the closing would take place

in August or September. The proxy material was mailed May 9th and stated the sale "will be consummated

during the summer of 1962 and that within a few months thereafter the greater part of the proceeds will be

distributed to stockholders in liquidation.” As mentioned earlier, the estimate was $7.42 per share.

Bill Scott attended the stockholders meeting in Houston on May 29th where it was stated they still expected to

close on September 1st.

The following are excerpts from some of the telephone conversations we had with company officials in ensuing

months:

58 On June 18th the secretary stated "Union has been told a favorable IRS ruling has been formulated but

must be passed on by additional IRS people.

Still hoping for ruling in July.”

On July 24th the president said that he expected the IRS ruling “early next week.”

On August 13th the treasurer informed us that the TNP, Union Oil, and USC people were all in

Washington attempting to thrash out a ruling.

On September 18th the treasurer informed us "No news, although the IRS says the ruling could be ready

by next week.”

The estimate on payout was still $7.42.

The ruling was received in late September, and the sale closed October 31st. Our bonds were called November

13th. We converted our warrants to common stock shortly thereafter and received payments on the common of

$3.50 December 14, 1962, $3.90 February 4, 1963, and 15 cent on April 24, 1963. We will probably get another

4 cent in a year or two. On 147,235 shares (after exercise of warrants) even 4 cent per share is meaningful.

This illustrates the usual pattern: (1) the deals take longer than originally projected; and (2) the payouts tend to

average a little better than estimates.

With TNP it took a couple of extra months, and we received a couple of

extra percent.

The financial results of TNP were as follows:

(1)

On the bonds we invested $260,773 and had an average holding period of slightly under five months.

We received 6 ½% interest on our money and realized a capital gain of $14,446. This works out to an

overall rate of return of approximately 20% per annum.

(2)

On the stock and warrants we have realized capital gain of $89,304, and we have stubs presently valued

at $2,946. From an investment or $146,000 in April, our holdings ran to $731,000 in October. Based on

the time the money was employed, the rate or return was about 22% per annum.

In both cases, the return is computed on an all equity investment. I definitely feel some borrowed money is

warranted against a portfolio of workouts, but feel it is a very dangerous practice against generals.

We are not presenting TNP as any earth-shaking triumph.

We have had workouts which were much better and

some which were poorer. It is typical of our bread-and-butter type of operation. We attempt to obtain all facts

possible, continue to keep abreast of developments and evaluate all of this in terms of our experience. We

certainly don't go into all the deals that come along -- there is considerable variation in their attractiveness.

When a workout falls through, the resulting market value shrink is substantial. Therefore, you cannot afford

many errors, although we fully realize we are going to have them occasionally.

DEMPSTER MILL MFG.

This situation started as a general in 1956. At that time the stock was selling at $18 with about $72 in book value

of which $50 per share was in current assets (Cash, receivables and inventory) less all liabilities.

Dempster had

earned good money in the past but was only breaking even currently.

The qualitative situation was on the negative side (a fairly tough industry and unimpressive management), but

the figures were extremely attractive. Experience shows you can buy 100 situations like this and have perhaps

70 or 80 work out to reasonable profits in one to three years. Just why any particular one should do so is hard to

59 say at the time of purchase, but the group expectancy is favorable, whether the impetus is from an improved

industry situation, a takeover offer, a change in investor psychology, etc.

We continued to buy the stock in small quantities for five years. During most or this period I was a director and

was becoming consistently less impressed with the earnings prospects under existing management.

However, I

also became more familiar with the assets and operations and my evaluation of the quantitative factors remained

very favorable.

By mid-1961 we owned about 30% or Dempster (we had made several tender offers with poor results), but in

August and September 1961 made, several large purchases at $30.25 per share, which coupled with a

subsequent tender offer at the same price, brought our holding to over 70%. Our purchases over the previous

five years had been in the $16-$25 range.

On assuming control, we elevated the executive vice president to president to see what he would do unfettered

by the previous policies. The results were unsatisfactory and on April 23, 1962 we hired Harry Bottle as

president.

Harry was the perfect man for the job.

I have recited his triumphs before and the accompanying comparative

balance sheets speak louder than any words in demonstrating the re-employment of capital.

11/30/61

7/31/63 (unaudited)

Cash

$166,000

$89,000

US Gov’t Securities – at cost

$289,000

Other marketable securities – at

market (which exceeds cost)

$2,049,000

Total Cash and Securities

$166,000

$2,436,000

Accounts receivable (net)

$1,040,000

$864,000

Inventory

$4,203,000

$890,000

Prepaid expenses, etc.

$82,000

$12,000

Current Assets

$5,491,000

$4,202,000

Other Assets

$45,000

$62,000

Net Plant and Equipment

$1,383,000

$862,000

Total Assets

$6,919,000

$5,126,000

Notes Payable

$1,230,000

Other Liability

$1,088,000

$274,000

Total Liabilities

$2,318,000

$274,000

Net worth

60,146 shs.

11/30/61

62,146 shs.

7/31/63

$4,601,000

$4,852,000

Total liabilities and net worth

$6,919,000

$5,126,000

Harry:

(1)

took the inventory from over $4 million (much of it slow moving) to under $1 million reducing carrying

costs and obsolescence risks tremendously;

(2)

correspondingly freed up capital for marketable security purchases from which we gained over

60 $400,000

(3)

cut administration and selling expense from $150,000 to $75,000 per month;

(4)

cut factory overhead burden from $6 to $4.50 per direct labor hour;

(5)

closed the five branches operating unprofitably (leaving us with three good ones) and replaced them

with more productive distributors;

(6)

cleaned up a headache at an auxiliary factory operation at Columbus, Nebraska;

(7)

eliminated jobbed lines tying up considerable money (which could be used profitably in securities)

while producing no profits;

(8)

adjusted prices of repair parts, thereby producing an estimated $200,000 additional profit with

virtually

no loss of volume; and most important;

(9)

through these and many other steps, restored the earning capacity to a level commensurate with the

capital employed.

In 1963, the heavy corporate taxes we were facing (Harry surprised me by the speed with which he had earned

up our tax loss carry-forward) coupled with excess liquid funds within the corporation compelled us to either in

some way de-incorporate or to sell the business.

We set out to do either one or the other before the end of 1963.

De-incorporating had many problems but would

have, in effect, doubled earnings for our partners and also eliminated the problem of corporate capital gain tax

on Dempster securities.

At virtually the last minute, after several earlier deals had fallen through at reasonably advanced stages, a sale of

assets was made. Although there were a good many wrinkles to the sale, the net effect was to bring

approximately book value. This, coupled with the gain we have in our portfolio of marketable securities, gives

us a realization of about $80 per share. Dempster (now named First Beatrice Corp. - we sold the name to the

new Co.) is down to almost entirely cash and marketable securities now. On BPL's yearend audit, our First

Beatrice holdings were valued at asset value (with securities at market) less a $200,000 reserve for various

contingencies.

I might mention that we think the buyers will do very well with Dempster.

They impress us as people of ability

and they have sound plans to expand the business and its profitability. We would have been quite happy to

operate Dempster on an unincorporated basis, but we are also quite happy to sell it for a reasonable price. Our

business is making excellent purchases -- not making extraordinary sales.

Harry works the same way I do -- he likes big carrots. He is presently a limited partner of BPL, and the next

belt-tightening operation we have, he's our man.

The Dempster saga points up several morals:

(1)

Our business is one requiring patience. It has little in common with a portfolio of high-flying glamour

stocks and during periods of popularity for the latter, we may appear quite stodgy.

It is to our advantage to have securities do nothing price wise for months, or perhaps years, why we are

buying them. This points up the need to measure our results over an adequate period of time.

We

61 suggest three years as a minimum.

(2)

We cannot talk about our current investment operations. Such an open-mouth policy could never

improve our results and in some situations could seriously hurt us. For this reason, should anyone,

including partners, ask us whether we are interested in any security, we must plead the “5th

Amendment.”

62 BUFFETT PARTNERSHIP, LTD.

810 KIEWIT PLAZA

OMAHA 31, NEBRASKA

July 8, 1964

First Half Performance

The whole family is leaving for California on June 23rd so I am fudging a bit on this report and writing it June

18th. However, for those of you who set your watches by the receipt of our letters. I will maintain our usual

chronological symmetry in reporting, leaving a few blanks which Bill will fill in after the final June 30th figures

are available.

During the first half of 1964 the Dow-Jones Industrial Average (hereinafter called the “DOW”) advanced from

762.95 to 831.50.

If one had owned the Dow during this period, dividends of approximately 14.40 would have

been received, bringing the overall return from the Dow during the first half to plus 10.0%. As I write this on

June 18th, it appears that our results will differ only insignificantly from those of the Dow. I would feel much

better reporting to you that the Dow had broken even, and we had been plus 5%, or better still, that the Dow had

been minus 10%, and we had broken even.

I have always pointed out, however, that gaining an edge on the Dow

is more difficult for us in advancing markets than in static or declining ones.

To bring the record up to date, the following summarizes the performance of the Dow, the performance of the

Partnership before allocation to the general partner and the limited partners' results:

Year

Overall Results From

Dow (1)

Partnership Results (2)

Limited Partners’

Results (3)

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%

1963

20.6%

38.7%

30.5%

1 st

half 1964

10.9%

12.0%

10.5%

Cumulative results

116.1%

521.0%

354.4%

Annual compounded

rate

10.8%

27.6%

22.2%

(See next page for footnotes to table.)

Footnotes to preceding table :

(1)

Based on yearly changes in the value of the Dow plus dividends that would have been received through

ownership of the Dow during that year.

The table includes all complete years of partnership activity.

(2)

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

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

(3)

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

63 allocation to the general partner based up on the present partnership agreement, but before monthly

withdrawals by limited partners.

Buying activities during the first half were quite satisfactory. This is of particular satisfaction to me since I

consider the buying end to be about 90% of this business. Our General category now includes three companies

where B.P.L. is the largest single stockholder. These stocks have been bought and are continuing to be bought at

prices considerably below their value to a private owner.

We have been buying one of these situations for

approximately eighteen months and both of the others for about a year. It would not surprise me if we continue

to do nothing but patiently buy these securities week after week for at least another year, and perhaps even two

years or more.

What we really like to see in situations like the three mentioned above is a condition where the company is

making substantial progress in terms of improving earnings, increasing asset values, etc., but where the market

price of the stock is doing very little while we continue to acquire it. This doesn't do much for our short-term

performance, particularly relative to a rising market, but it is a comfortable and logical producer of longer-term

profits. Such activity should usually result in either appreciation of market prices from external factors or the

acquisition by us of a controlling position in a business at a bargain price.

Either alternative suits me.

It is important to realize, however, that most of our holdings in the General category continue to be securities

which we believe to be considerably undervalued, but where there is not the slightest possibility that we could

have a controlling position. We expect the market to justify our analyses of such situations in a reasonable

period of time, but we do not have the two strings to our bow mentioned in the above paragraph working for us

in these securities.

Investment Companies

We regularly compare our results with the two largest open-end investment companies (mutual funds) that

follow a policy of being typically 95%-100% invested in common stocks, 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 $4 billion and are probably typical of most of the $28

billion investment company industry. Their results are shown below.

My opinion is that this performance

roughly parallels that of the overwhelming majority of other investment advisory organizations which handle, in

aggregate, vastly greater sums.

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%

-14.4%

-10.0%

-7.6%

11.9%

1963

20.0%

16.5%

23.7%

18.3%

20.6%

30.5%

1 st

half 1964

11.0%

9.5%

9.6%

8.6%

10.9%

10.5%

Cumulative

Results

105.8%

95.5%

98.2%

105.1%

116.1%

354.4%

Annual

Compounded

Rate

10.1%

9.4%

9.6%

10.1%

10.8%

22.2%

64 (1)

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

(2)

From 1964 Moody's Bank & Finance Manual for 1957-63.

Estimated for first half 1964.

These figures continue to show that the most highly paid and respected investment management has difficulty

matching the performance of an unmanaged index of blue chip stocks. The results of these companies in some

ways resemble the activity of a duck sitting on a pond. When the water (the market) rises, the duck rises; when it

falls, back goes the duck. SPCA or no SPCA, I think the duck can only take the credit (or blame) for his own

activities. The rise and fall of the lake is hardly something for him to quack about. The water level has been of

great importance to B.P.L’s performance as the table on page one indicates. However, we have also occasionally

flapped our wings.

I would like to emphasize that I am not saying that the Dow is the only way of measuring investment

performance in common stocks.

However, I do say that all investment managements (including self-

management) should be subjected to objective tests, and that the standards should be selected a priori rather than

conveniently chosen retrospectively.

The management of money is big business. Investment managers place great stress on evaluating company

managements in the auto industry, steel industry, chemical industry, etc. These evaluations take enormous

amounts of work, are usually delivered with great solemnity, and are devoted to finding out which companies

are well managed and which companies have management weaknesses. After devoting strenuous efforts to

objectively measuring the managements of portfolio companies, it seems strange indeed that similar

examination is not applied to the portfolio managers themselves.

We feel it is essential that investors and

investment managements establish standards of performance and, regularly and objectively, study their own

results just as carefully as they study their investments.

We will regularly follow this policy wherever it may lead. It is perhaps too obvious to say that our policy of

measuring performance in no way guarantees good results--it merely guarantees objective evaluation. I want to

stress the points mentioned in the "Ground Rules" regarding application of the standard--namely that it should

be applied on at least a three-year basis because of the nature of our operation and also that during a speculative

boom we may lag the field. However, one thing I can promise you. We started out with a 36-inch yardstick and

we'll keep it that way. If we don't measure up, we won't change yardsticks.

In my opinion, the entire field of

investment management, involving hundreds of billions of dollars, would be more satisfactorily conducted if

everyone had a good yardstick for measurement of ability and sensibly applied it. This is regularly done by most

people in the conduct of their own business when evaluating markets, people, machines, methods, etc., and

money management is the largest business in the world.

Taxes

We entered 1964 with net unrealized gains of $2,991,090 which is all attributable to partners belonging during

  1. Through June 30th we have realized capital gains of $2,826,248.76 (of which 96% are long term) so it

appears very likely that at least all the unrealized appreciation attributable to your interest and reported to you in

our letter of January 25, 1964, (item 3) will be realized this year. I again want to emphasize that this has nothing

to do with how we are doing. It is possible that I could have made the above statement, and the market value of

your B.P.L.

interest could have shrunk substantially since January 1 st , so the fact that we have large realized

gains is no cause for exultation. Similarly when our realized gains are very small there is not necessarily any

reason to be discouraged. We do not play any games to either accelerate or defer taxes. We make investment

decisions based on our evaluation of the most profitable combination of probabilities. If this means paying taxes

I'm glad the rates on long-term capital gains are as low as they are.

As previously stated in our most recent tax letter of April 1, 1964 the safe course to follow on interim estimates

65 is to pay the same estimated tax for 1964 as your actual tax was for 1963. There can be no penalties if you

follow this procedure.

The tax liability for partners who entered January 1 st

will, of course, be quite moderate, as it always is in the first

year for any partner.

This occurs because realized capital gains are first attributed to old partners having an

interest in unrealized appreciation. This, again, of course, has nothing to do with economic performance. All

limited partners, new and old, (except for Bill Scott, Ruth Scott and Susan Buffett per paragraph five of the

Partnership Agreement) end up with exactly the same results. As usual, net ordinary income for all partners is

nominal to date.

As in past years, we will have a letter out about November 1 st

(to partners and those who have indicated an

interest, to us by that time in becoming partners) with the amendment to the Partnership Agreement,

Commitment Letter for 1965, estimate or the 1964 tax situation, etc. In the meantime, keep Bill busy this

summer clearing up anything in this letter that comes out fuzzy.

Cordially,

Warren E. Buffett

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