BERKSHIRE HATHAWAY INC.

To the Shareholders of Berkshire Hathaway Inc.:

     Our gain in net worth during 1986 was $492.5 million, or 
26.1%.  Over the last 22 years (that is, since present management 
took over), our per-share book value has grown from $19.46 to 
$2,073.06, or 23.3% compounded annually.  Both the numerator and 
denominator are important in the per-share book value 
calculation: during the 22-year period our corporate net worth 
has increased 10,600% while shares outstanding have increased 
less than 1%.

     In past reports I have noted that book value at most 
companies differs widely from intrinsic business value - the 
number that really counts for owners.  In our own case, however, 
book value has served for more than a decade as a reasonable if 
somewhat conservative proxy for business value.  That is, our 
business value has moderately exceeded our book value, with the 
ratio between the two remaining fairly steady.

     The good news is that in 1986 our percentage gain in 
business value probably exceeded the book value gain.  I say 
"probably" because business value is a soft number: in our own 
case, two equally well-informed observers might make judgments 
more than 10% apart.

     A large measure of our improvement in business value 
relative to book value reflects the outstanding performance of 
key managers at our major operating businesses.  These managers - 
the Blumkins, Mike Goldberg, the Heldmans, Chuck Huggins, Stan 
Lipsey, and Ralph Schey - have over the years improved the 
earnings of their businesses dramatically while, except in the 
case of insurance, utilizing little additional capital.  This 
accomplishment builds economic value, or "Goodwill," that does 
not show up in the net worth figure on our balance sheet, nor in 
our per-share book value.  In 1986 this unrecorded gain was 
substantial.

     So much for the good news.  The bad news is that my 
performance did not match that of our managers.  While they were 
doing a superb job in running our businesses, I was unable to 
skillfully deploy much of the capital they generated.
 
     Charlie Munger, our Vice Chairman, and I really have only 
two jobs.  One is to attract and keep outstanding managers to run 
our various operations.  This hasn’t been all that difficult.  
Usually the managers came with the companies we bought, having 
demonstrated their talents throughout careers that spanned a wide 
variety of business circumstances.  They were managerial stars 
long before they knew us, and our main contribution has been to 
not get in their way.  This approach seems elementary: if my job 
were to manage a golf team - and if Jack Nicklaus or Arnold 
Palmer were willing to play for me - neither would get a lot of 
directives from me about how to swing.

     Some of our key managers are independently wealthy (we hope 
they all become so), but that poses no threat to their continued 
interest: they work because they love what they do and relish the 
thrill of outstanding performance.  They unfailingly think like 
owners (the highest compliment we can pay a manager) and find all 
aspects of their business absorbing.

     (Our prototype for occupational fervor is the Catholic 
tailor who used his small savings of many years to finance a 
pilgrimage to the Vatican.  When he returned, his parish held a 
special meeting to get his first-hand account of the Pope.  "Tell 
us," said the eager faithful, "just what sort of fellow is he?" 
Our hero wasted no words: "He’s a forty-four, medium.")

     Charlie and I know that the right players will make almost 
any team manager look good.  We subscribe to the philosophy of 
Ogilvy & Mather’s founding genius, David Ogilvy: "If each of us 
hires people who are smaller than we are, we shall become a 
company of dwarfs.  But, if each of us hires people who are 
bigger than we are, we shall become a company of giants."

     A by-product of our managerial style is the ability it gives 
us to easily expand Berkshire’s activities.  We’ve read 
management treatises that specify exactly how many people should 
report to any one executive, but they make little sense to us.  
When you have able managers of high character running businesses 
about which they are passionate, you can have a dozen or more 
reporting to you and still have time for an afternoon nap.  
Conversely, if you have even one person reporting to you who is 
deceitful, inept or uninterested, you will find yourself with 
more than you can handle.  Charlie and I could work with double 
the number of managers we now have, so long as they had the rare 
qualities of the present ones.

     We intend to continue our practice of working only with 
people whom we like and admire.  This policy not only maximizes 
our chances for good results, it also ensures us an 
extraordinarily good time.  On the other hand, working with 
people who cause your stomach to churn seems much like marrying 
for money - probably a bad idea under any circumstances, but 
absolute madness if you are already rich.

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

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

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

     We will continue to look for operating businesses that meet 
our tests and, with luck, will acquire such a business every 
couple of years.  But an acquisition will have to be large if it 
is to help our performance materially.  Under current stock 
market conditions, we have little hope of finding equities to buy 
for our insurance companies.  Markets will change significantly - 
you can be sure of that and some day we will again get our turn 
at bat.  However, we haven’t the faintest idea when that might 
happen.

     It can’t be said too often (although I’m sure you feel I’ve 
tried) that, even under favorable conditions, our returns are 
certain to drop substantially because of our enlarged size.  We 
have told you that we hope to average a return of 15% on equity 
and we maintain that hope, despite some negative tax law changes 
described in a later section of this report.  If we are to 
achieve this rate of return, our net worth must increase $7.2 
billion in the next ten years.  A gain of that magnitude will be 
possible only if, before too long, we come up with a few very big 
(and good) ideas.  Charlie and I can’t promise results, but we do 
promise you that we will keep our efforts focused on our goals.

Sources of Reported Earnings

     The table on the next page shows the major sources of 
Berkshire’s reported earnings.  This table differs in several 
ways from the one presented last year.  We have added four new 
lines of business because of the Scott Fetzer and Fechheimer 
acquisitions. In the case of Scott Fetzer, the two major units 
acquired were World Book and Kirby, and each is presented 
separately.  Fourteen other businesses of Scott Fetzer are 
aggregated in Scott Fetzer - Diversified Manufacturing.  SF 
Financial Group, a credit company holding both World Book and 
Kirby receivables, is included in "Other." This year, because 
Berkshire is so much larger, we also have eliminated separate 
reporting for several of our smaller businesses.

     In the table, amortization of Goodwill is not charged 
against the specific businesses but, for reasons outlined in the 
Appendix to my letter in the 1983 Annual Report, is aggregated as 
a separate item. (A Compendium of earlier letters, including the 
Goodwill discussion, is available upon request.) Both the Scott 
Fetzer and Fechheimer acquisitions created accounting Goodwill, 
which is why the amortization charge for Goodwill increased in 
1986.

     Additionally, the Scott Fetzer acquisition required other 
major purchase-price accounting adjustments, as prescribed by 
generally accepted accounting principles (GAAP).  The GAAP 
figures, of course, are the ones used in our consolidated 
financial statements.  But, in our view, the GAAP figures are not 
necessarily the most useful ones for investors or managers.  
Therefore, the figures shown for specific operating units are 
earnings before purchase-price adjustments are taken into 
account.  In effect, these are the earnings that would have been 
reported by the businesses if we had not purchased them.

     A discussion of our reasons for preferring this form of 
presentation is in the Appendix to this letter.  This Appendix 
will never substitute for a steamy novel and definitely is not 
required reading.  However, I know that among our 6,000 
shareholders there are those who are thrilled by my essays on 
accounting - and I hope that both of you enjoy the Appendix.

     In the Business Segment Data on pages 41-43 and in the 
Management’s Discussion section on pages 45-49, you will find 
much additional information about our businesses.  I urge you to 
read those sections, as well as Charlie Munger’s letter to Wesco 
shareholders, describing the various businesses of that 
subsidiary, which starts on page 50.

                                               (000s omitted) 
                                 ------------------------------------------
                                                         Berkshire's Share 
                                                          of Net Earnings 
                                                         (after taxes and 
                                   Pre-Tax Earnings     minority interests)
                                 -------------------    -------------------
                                   1986       1985        1986       1985 
                                 --------   --------    --------   --------
Operating Earnings: 
  Insurance Group: 
    Underwriting ............... $(55,844)  $(44,230)   $(29,864)  $(23,569)
    Net Investment Income ......  107,143     95,217      96,440     79,716
  Buffalo News .................   34,736     29,921      16,918     14,580
  Fechheimer (Acquired 6/3/86)      8,400      ---         3,792      ---
  Kirby ........................   20,218      ---        10,508      ---
  Nebraska Furniture Mart ......   17,685     12,686       7,192      5,181
  Scott Fetzer - Diversified Mfg.  25,358      ---        13,354      ---
  See’s Candies ................   30,347     28,989      15,176     14,558
  Wesco - other than insurance      5,542     16,018       5,550      9,684
  World Book ...................   21,978      ---        11,670      ---
  Amortization of Goodwill         (2,555)    (1,475)     (2,555)    (1,475)
  Other purchase-price 
     accounting charges ........  (10,033)     ---       (11,031)     ---
  Interest on Debt and 
     Pre-Payment penalty .......  (23,891)   (14,415)    (12,213)    (7,288)
  Shareholder-Designated 
     Contributions .............   (3,997)    (4,006)     (2,158)    (2,164)
  Other ........................   20,770      6,744       8,685      3,725
                                 --------   --------    --------   --------
Operating Earnings .............  195,857    125,449     131,464     92,948
Special General Foods 
   Distribution ................    ---        4,127       ---        3,779
Special Washington Post 
   Distribution ................    ---	    14,877       ---       13,851
Sales of securities ............  216,242    468,903     150,897    325,237
                                 --------   --------    --------   --------
Total Earnings - all entities .. $412,099   $613,356    $282,361   $435,815
                                 ========   ========    ========   ========

     As you can see, operating earnings substantially improved 
during 1986.  Some of the improvement came from the insurance 
operation, whose results I will discuss in a later section.  
Fechheimer also will be discussed separately.  Our other major 
businesses performed as follows:

   o Operating results at The Buffalo News continue to reflect a 
truly superb managerial job by Stan Lipsey.  For the third year 
in a row, man-hours worked fell significantly and other costs 
were closely controlled.  Consequently, our operating margins 
improved materially in 1986, even though our advertising rate 
increases were well below those of most major newspapers.

     Our cost-control efforts have in no way reduced our 
commitment to news.  We continue to deliver a 50% "news hole" 
(the portion of the total space in the paper devoted to news), a 
higher percentage, we believe, than exists at any dominant 
newspaper in this country of our size or larger.

     The average news hole at papers comparable to the News is 
about 40%.  The difference between 40% and 50% is more important 
than it might first seem: a paper with 30 pages of ads and a 40% 
news hole delivers 20 pages of news a day, whereas our paper 
matches 30 pages of ads with 30 pages of news.  Therefore, given 
ad pages equal in number, we end up delivering our readers no 
less than 50% more news.

     We believe this heavy commitment to news is one of the 
reasons The Buffalo News has the highest weekday penetration rate 
(the percentage of households in the paper’s primary marketing 
area purchasing it each day) among any of the top 50 papers in 
the country.  Our Sunday penetration, where we are also number 
one, is even more impressive.  Ten years ago, the only Sunday 
paper serving Buffalo (the Courier-Express) had circulation of 
271,000 and a penetration ratio of about 63%.  The Courier-
Express had served the area for many decades and its penetration 
ratio - which was similar to those existing in many metropolitan 
markets - was thought to be a "natural" one, accurately 
reflecting the local citizenry’s appetite for a Sunday product.

     Our Sunday paper was started in late 1977.  It now has a 
penetration ratio of 83% and sells about 100,000 copies more each 
Sunday than did the Courier-Express ten years ago - even though 
population in our market area has declined during the decade.  In 
recent history, no other city that has long had a local Sunday 
paper has experienced a penetration gain anywhere close to 
Buffalo’s.

     Despite our exceptional market acceptance, our operating 
margins almost certainly have peaked.  A major newsprint price 
increase took effect at the end of 1986, and our advertising rate 
increases in 1987 will again be moderate compared to those of the 
industry.  However, even if margins should materially shrink, we 
would not reduce our news-hole ratio.

     As I write this, it has been exactly ten years since we 
purchased The News.  The financial rewards it has brought us have 
far exceeded our expectations and so, too, have the non-financial 
rewards.  Our respect for the News - high when we bought it - has 
grown consistently ever since the purchase, as has our respect 
and admiration for Murray Light, the editor who turns out the 
product that receives such extraordinary community acceptance.  
The efforts of Murray and Stan, which were crucial to the News 
during its dark days of financial reversals and litigation, have 
not in the least been lessened by prosperity.  Charlie and I are 
grateful to them.

   o The amazing Blumkins continue to perform business miracles 
at Nebraska Furniture Mart.  Competitors come and go (mostly go), 
but Mrs. B. and her progeny roll on.  In 1986 net sales increased 
10.2% to $132 million.  Ten years ago sales were $44 million and, 
even then, NFM appeared to be doing just about all of the 
business available in the Greater Omaha Area.  Given NFM’s 
remarkable dominance, Omaha’s slow growth in population and the 
modest inflation rates that have applied to the goods NFM sells, 
how can this operation continue to rack up such large sales 
gains?  The only logical explanation is that the marketing 
territory of NFM’s one-and-only store continues to widen because 
of its ever-growing reputation for rock-bottom everyday prices 
and the broadest of selections.  In preparation for further 
gains, NFM is expanding the capacity of its warehouse, located a 
few hundred yards from the store, by about one-third.

     Mrs. B, Chairman of Nebraska Furniture Mart, continues at 
age 93 to outsell and out-hustle any manager I’ve ever seen.  
She’s at the store seven days a week, from opening to close.  
Competing with her represents a triumph of courage over judgment.

     It’s easy to overlook what I consider to be the critical 
lesson of the Mrs. B saga: at 93, Omaha based Board Chairmen have 
yet to reach their peak.  Please file this fact away to consult 
before you mark your ballot at the 2024 annual meeting of 
Berkshire.

   o At See’s, sales trends improved somewhat from those of 
recent years.  Total pounds sold rose about 2%. (For you 
chocaholics who like to fantasize, one statistic: we sell over 
12,000 tons annually.) Same-store sales, measured in pounds, were 
virtually unchanged.  In the previous six years, same store 
poundage fell, and we gained or maintained poundage volume only 
by adding stores.  But a particularly strong Christmas season in 
1986 stemmed the decline.  By stabilizing same-store volume and 
making a major effort to control costs, See’s was able to 
maintain its excellent profit margin in 1986 though it put 
through only minimal price increases.  We have Chuck Huggins, our 
long-time manager at See’s, to thank for this significant 
achievement.

     See’s has a one-of-a-kind product "personality" produced by 
a combination of its candy’s delicious taste and moderate price, 
the company’s total control of the distribution process, and the 
exceptional service provided by store employees.  Chuck 
rightfully measures his success by the satisfaction of our 
customers, and his attitude permeates the organization.  Few 
major retailing companies have been able to sustain such a 
customer-oriented spirit, and we owe Chuck a great deal for 
keeping it alive and well at See’s.

     See’s profits should stay at about their present level.  We 
will continue to increase prices very modestly, merely matching 
prospective cost increases.

   o World Book is the largest of 17 Scott Fetzer operations 
that joined Berkshire at the beginning of 1986.  Last year I 
reported to you enthusiastically about the businesses of Scott 
Fetzer and about Ralph Schey, its manager.  A year’s experience 
has added to my enthusiasm for both.  Ralph is a superb 
businessman and a straight shooter.  He also brings exceptional 
versatility and energy to his job: despite the wide array of 
businesses that he manages, he is on top of the operations, 
opportunities and problems of each.  And, like our other 
managers, Ralph is a real pleasure to work with.  Our good 
fortune continues.

     World Book’s unit volume increased for the fourth 
consecutive year, with encyclopedia sales up 7% over 1985 and 45% 
over 1982.  Childcraft’s unit sales also grew significantly.

     World Book continues to dominate the U.S. direct-sales 
encyclopedia market - and for good reasons.  Extraordinarily 
well-edited and priced at under 5 cents per page, these books are 
a bargain for youngster and adult alike.  You may find one 
editing technique interesting: World Book ranks over 44,000 words 
by difficulty.  Longer entries in the encyclopedia include only 
the most easily comprehended words in the opening sections, with 
the difficulty of the material gradually escalating as the 
exposition proceeds.  As a result, youngsters can easily and 
profitably read to the point at which subject matter gets too 
difficult, instead of immediately having to deal with a 
discussion that mixes up words requiring college-level 
comprehension with others of fourth-grade level.  

     Selling World Book is a calling.  Over one-half of our 
active salespeople are teachers or former teachers, and another 
5% have had experience as librarians.  They correctly think of 
themselves as educators, and they do a terrific job.  If you 
don’t have a World Book set in your house, I recommend one.

   o Kirby likewise recorded its fourth straight year of unit 
volume gains.  Worldwide, unit sales grew 4% from 1985 and 33% 
from 1982.  While the Kirby product is more expensive than most 
cleaners, it performs in a manner that leaves cheaper units far 
behind ("in the dust," so to speak).  Many 30- and 40-year-old 
Kirby cleaners are still in active duty.  If you want the best, 
you buy a Kirby.

     Some companies that historically have had great success in 
direct sales have stumbled in recent years.  Certainly the era of 
the working woman has created new challenges for direct sales 
organizations.  So far, the record shows that both Kirby and 
World Book have responded most successfully.

     The businesses described above, along with the insurance 
operation and Fechheimer, constitute our major business units.  
The brevity of our descriptions is in no way meant to diminish 
the importance of these businesses to us.  All have been 
discussed in past annual reports and, because of the tendency of 
Berkshire owners to stay in the fold (about 98% of the stock at 
the end of each year is owned by people who were owners at the 
start of the year), we want to avoid undue repetition of basic 
facts.  You can be sure that we will immediately report to you in 
detail if the underlying economics or competitive position of any 
of these businesses should materially change.  In general, the 
businesses described in this section can be characterized as 
having very strong market positions, very high returns on capital 
employed, and the best of operating managements.

The Fechheimer Bros. Co.

     Every year in Berkshire’s annual report I include a 
description of the kind of business that we would like to buy.  
This "ad" paid off in 1986.

     On January 15th of last year I received a letter from Bob 
Heldman of Cincinnati, a shareholder for many years and also 
Chairman of Fechheimer Bros.  Until I read the letter, however, I 
did not know of either Bob or Fechheimer.  Bob wrote that he ran 
a company that met our tests and suggested that we get together, 
which we did in Omaha after their results for 1985 were compiled.

     He filled me in on a little history: Fechheimer, a uniform 
manufacturing and distribution business, began operations in 
1842.  Warren Heldman, Bob’s father, became involved in the 
business in 1941 and his sons, Bob and George (now President), 
along with their sons, subsequently joined the company.  Under 
the Heldmans’ management, the business was highly successful.

     In 1981 Fechheimer was sold to a group of venture 
capitalists in a leveraged buy out (an LBO), with management 
retaining an equity interest.  The new company, as is the case 
with all LBOS, started with an exceptionally high debt/equity 
ratio.  After the buy out, however, operations continued to be 
very successful.  So by the start of last year debt had been paid 
down substantially and the value of the equity had increased 
dramatically.  For a variety of reasons, the venture capitalists 
wished to sell and Bob, having dutifully read Berkshire’s annual 
reports, thought of us.

     Fechheimer is exactly the sort of business we like to buy.  
Its economic record is superb; its managers are talented, high-
grade, and love what they do; and the Heldman family wanted to 
continue its financial interest in partnership with us.  
Therefore, we quickly purchased about 84% of the stock for a 
price that was based upon a $55 million valuation for the entire 
business.

     The circumstances of this acquisition were similar to those 
prevailing in our purchase of Nebraska Furniture Mart: most of 
the shares were held by people who wished to employ funds 
elsewhere; family members who enjoyed running their business 
wanted to continue both as owners and managers; several 
generations of the family were active in the business, providing 
management for as far as the eye can see; and the managing family 
wanted a purchaser who would not re-sell, regardless of price, 
and who would let the business be run in the future as it had 
been in the past.  Both Fechheimer and NFM were right for us, and 
we were right for them.

     You may be amused to know that neither Charlie nor I have 
been to Cincinnati, headquarters for Fechheimer, to see their 
operation. (And, incidentally, it works both ways: Chuck Huggins, 
who has been running See’s for 15 years, has never been to 
Omaha.) If our success were to depend upon insights we developed 
through plant inspections, Berkshire would be in big trouble.  
Rather, in considering an acquisition, we attempt to evaluate the 
economic characteristics of the business - its competitive 
strengths and weaknesses - and the quality of the people we will 
be joining.  Fechheimer was a standout in both respects.  In 
addition to Bob and George Heldman, who are in their mid-60s - 
spring chickens by our standards - there are three members of the 
next generation, Gary, Roger and Fred, to insure continuity.

     As a prototype for acquisitions, Fechheimer has only one 
drawback: size.  We hope our next acquisition is at least several 
times as large but a carbon copy in all other respects.  Our 
threshold for minimum annual after-tax earnings of potential 
acquisitions has been moved up to $10 million from the $5 million 
level that prevailed when Bob wrote to me.

     Flushed with success, we repeat our ad.  If you have a 
business that fits, call me or, preferably, write.

     Here’s what we’re looking for: 
     (1) large purchases (at least $10 million of after-tax 
         earnings), 
     (2) demonstrated consistent earning power (future 
         projections are of little interest to us, nor are 
         "turn-around" situations), 
     (3) businesses earning good returns on equity while 
         employing little or no debt.  
     (4) management in place (we can’t supply it), 
     (5) simple businesses (if there’s lots of technology, we 
         won’t understand it), 
     (6) an offering price (we don’t want to waste our time 
         or that of the seller by talking, even preliminarily, 
         about a transaction when price is unknown).

     We will not engage in unfriendly takeovers.  We can promise 
complete confidentiality and a very fast answer - customarily 
within five minutes - as to whether we’re interested.  We prefer 
to buy for cash, but will consider issuing stock when we receive 
as much in intrinsic business value as we give.  Indeed, 
following recent advances in the price of Berkshire stock, 
transactions involving stock issuance may be quite feasible.  We 
invite potential sellers to check us out by contacting people 
with whom we have done business in the past.  For the right 
business - and the right people - we can provide a good home.  

     On the other hand, we frequently get approached about 
acquisitions that don’t come close to meeting our tests: new 
ventures, turnarounds, auction-like sales, and the ever-popular 
(among brokers) "I’m-sure-something-will-work-out-if-you-people-
get-to-know-each-other." None of these attracts us in the least.

                         *  *  *

     Besides being interested in the purchases of entire 
businesses as described above, we are also interested in the 
negotiated purchase of large, but not controlling, blocks of 
stock, as in our Cap Cities purchase.  Such purchases appeal to 
us only when we are very comfortable with both the economics of 
the business and the ability and integrity of the people running 
the operation.  We prefer large transactions: in the unusual case 
we might do something as small as $50 million (or even smaller), 
but our preference is for commitments many times that size.

Insurance Operations

     We present our usual table of industry figures, expanded 
this year to include data about incurred losses and the GNP 
inflation index.  The contrast in 1986 between the growth in 
premiums and growth in incurred losses will show you why 
underwriting results for the year improved materially:

                              Statutory
          Yearly Change    Combined Ratio    Yearly Change   Inflation Rate 
           in Premiums   After Policyholder   in Incurred     Measured by 
           Written (%)        Dividends        Losses (%)   GNP Deflator (%)
          -------------  ------------------  -------------  ----------------
1981 .....     3.8              106.0             6.5             9.7
1982 .....     4.4              109.8             8.4             6.4
1983 .....     4.6              112.0             6.8             3.9
1984 .....     9.2              117.9            16.9             3.8
1985 .....    22.1              116.5            16.1             3.3
1986 (Est.)   22.6              108.5            15.5             2.6

Source: Best’s Insurance Management Reports

     The combined ratio represents total insurance costs (losses 
incurred plus expenses) compared to revenue from premiums: a 
ratio below 100 indicates an underwriting profit, and one above 
100 indicates a loss.  When the investment income that an insurer 
earns from holding on to policyholders’ funds ("the float") is 
taken into account, a combined ratio in the 107-112 range 
typically produces an overall break-even result, exclusive of 
earnings on the funds provided by shareholders.

     The math of the insurance business, encapsulated by the 
table, is not very complicated.  In years when the industry’s 
annual gain in revenues (premiums) pokes along at 4% or 5%, 
underwriting losses are sure to mount.  This is not because auto 
accidents, fires, windstorms and the like are occurring more 
frequently, nor has it lately been the fault of general 
inflation.  Today, social and judicial inflation are the major 
culprits; the cost of entering a courtroom has simply ballooned.  
Part of the jump in cost arises from skyrocketing verdicts, and 
part from the tendency of judges and juries to expand the 
coverage of insurance policies beyond that contemplated by the 
insurer when the policies were written.  Seeing no let-up in 
either trend, we continue to believe that the industry’s revenues 
must grow at close to 10% annually for it to just hold its own 
in terms of profitability, even though general inflation may be 
running only 2% - 4%.

     In 1986, as noted, the industry’s premium volume soared even 
faster than loss costs.  Consequently, the underwriting loss of 
the industry fell dramatically.  In last year’s report we 
predicted this sharp improvement but also predicted that 
prosperity would be fleeting.  Alas, this second prediction is 
already proving accurate.  The rate of gain in the industry’s 
premium volume has slowed significantly (from an estimated 27.1% 
in 1986’s first quarter, to 23.5% in the second, to 21.8% in the 
third, to 18.7% in the fourth), and we expect further slowing in 
1987.  Indeed, the rate of gain may well fall below my 10% 
"equilibrium" figure by the third quarter.

     Nevertheless, underwriting results in 1987, assuming they 
are not dragged down by a major natural catastrophe, will again 
improve materially because price increases are recognized in 
revenues on a lagged basis.  In effect, the good news in earnings 
follows the good news in prices by six to twelve months.  But the 
improving trend in earnings will probably end by late 1988 or 
early 1989.  Thereafter the industry is likely to head south in a 
hurry.

     Pricing behavior in the insurance industry continues to be 
exactly what can be expected in a commodity-type business.  Only 
under shortage conditions are high profits achieved, and such 
conditions don’t last long.  When the profit sun begins to shine, 
long-established insurers shower investors with new shares in 
order to build capital.  In addition, newly-formed insurers rush 
to sell shares at the advantageous prices available in the new-
issue market (prices advantageous, that is, to the insiders 
promoting the company but rarely to the new shareholders).  These 
moves guarantee future trouble: capacity soars, competitive 
juices flow, and prices fade.

     It’s interesting to observe insurance leaders beseech their 
colleagues to behave in a more "statesmanlike" manner when 
pricing policies.  "Why," they ask, "can’t we learn from history, 
even out the peaks and valleys, and consistently price to make 
reasonable profits?" What they wish, of course, is pricing that 
resembles, say, that of The Wall Street journal, whose prices are 
ample to start with and rise consistently each year.

     Such calls for improved behavior have all of the efficacy of 
those made by a Nebraska corn grower asking his fellow growers, 
worldwide, to market their corn with more statesmanship.  What’s 
needed is not more statesmen, but less corn.  By raising large 
amounts of capital in the last two years, the insurance industry 
has, to continue our metaphor, vastly expanded its plantings of 
corn.  The resulting increase in "crop" - i.e., the proliferation 
of insurance capacity - will have the same effect on prices and 
profits that surplus crops have had since time immemorial.

     Our own insurance operation did well in 1986 and is also 
likely to do well in 1987.  We have benefited significantly from 
industry conditions.  But much of our prosperity arises from the 
efforts and ability of Mike Goldberg, manager of all insurance 
operations.

     Our combined ratio (on a statutory basis and excluding 
structured settlements and financial reinsurance) fell from 111 
in 1985 to 103 in 1986.  In addition, our premium growth has been 
exceptional: although final figures aren’t available, I believe 
that over the past two years we were the fastest growing company 
among the country’s top 100 insurers.  Some of our growth, it is 
true, came from our large quota-share contract with Fireman’s 
Fund, described in last year’s report and updated in Charlie’s 
letter on page 54.  But even if the premiums from that contract 
are excluded from the calculation, we probably still ranked first 
in growth.

     Interestingly, we were the slowest-growing large insurer in 
the years immediately preceding 1985.  In fact, we shrank - and 
we will do so again from time to time in the future.  Our large 
swings in volume do not mean that we come and go from the 
insurance marketplace.  Indeed, we are its most steadfast 
participant, always standing ready, at prices we believe 
adequate, to write a wide variety of high-limit coverages.  The 
swings in our volume arise instead from the here-today, gone-
tomorrow behavior of other insurers.  When most insurers are 
"gone," because their capital is inadequate or they have been 
frightened by losses, insureds rush to us and find us ready to 
do business.  But when hordes of insurers are "here," and are 
slashing prices far below expectable costs, many customers 
naturally leave us in order to take advantage of the bargains 
temporarily being offered by our competition.

     Our firmness on prices works no hardship on the consumer: he 
is being bombarded by attractively priced insurance offers at 
those times when we are doing little business.  And it works no 
hardship on our employees: we don’t engage in layoffs when we 
experience a cyclical slowdown at one of our generally-profitable 
insurance operations.  This no-layoff practice is in our self-
interest.  Employees who fear that large layoffs will accompany 
sizable reductions in premium volume will understandably produce 
scads of business through thick and thin (mostly thin).

     The trends in National Indemnity’s traditional business - 
the writing of commercial auto and general liability policies 
through general agents - suggest how gun-shy other insurers 
became for a while and how brave they are now getting.  In the 
last quarter of 1984, NICO’s monthly volume averaged $5 million, 
about what it had been running for several years.  By the first 
quarter of 1986, monthly volume had climbed to about $35 million.  
In recent months, a sharp decline has set in.  Monthly volume is 
currently about $20 million and will continue to fall as new 
competitors surface and prices are cut.  Ironically, the managers 
of certain major new competitors are the very same managers that 
just a few years ago bankrupted insurers that were our old 
competitors.  Through state-mandated guaranty funds, we must pay 
some of the losses these managers left unpaid, and now we find 
them writing the same sort of business under a new name.  C’est 
la guerre.

     The business we call "large risks" expanded significantly 
during 1986, and will be important to us in the future.  In this 
operation, we regularly write policies with annual premiums of $1 
- $3 million, or even higher.  This business will necessarily be 
highly volatile - both in volume and profitability - but our 
premier capital position and willingness to write large net lines 
make us a very strong force in the market when prices are right.  
On the other hand, our structured settlement business has become 
near-dormant because present prices make no sense to us.

     The 1986 loss reserve development of our insurance group is 
chronicled on page 46.  The figures show the amount of error in 
our yearend 1985 liabilities that a year of settlements and 
further evaluation has revealed.  As you can see, what I told you 
last year about our loss liabilities was far from true - and that 
makes three years in a row of error.  If the physiological rules 
that applied to Pinocchio were to apply to me, my nose would now 
draw crowds.

     When insurance executives belatedly establish proper 
reserves, they often speak of "reserve strengthening," a term 
that has a rather noble ring to it.  They almost make it sound as 
if they are adding extra layers of strength to an already-solid 
balance sheet.  That’s not the case: instead the term is a 
euphemism for what should more properly be called "correction of 
previous untruths" (albeit non-intentional ones).

     We made a special effort at the end of 1986 to reserve 
accurately.  However, we tried just as hard at the end of 1985.  
Only time will tell whether we have finally succeeded in 
correctly estimating our insurance liabilities.

     Despite the difficulties we have had in reserving and the 
commodity economics of the industry, we expect our insurance 
business to both grow and make significant amounts of money - but 
progress will be distinctly irregular and there will be major 
unpleasant surprises from time to time.  It’s a treacherous 
business and a wary attitude is essential.  We must heed Woody 
Allen: "While the lamb may lie down with the lion, the lamb 
shouldn’t count on getting a whole lot of sleep."

     In our insurance operations we have an advantage in 
attitude, we have an advantage in capital, and we are developing 
an advantage in personnel.  Additionally, I like to think we have 
some long-term edge in investing the float developed from 
policyholder funds.  The nature of the business suggests that we 
will need all of these advantages in order to prosper.

                          *  *  *

     GEICO Corporation, 41% owned by Berkshire, had an 
outstanding year in 1986.  Industrywide, underwriting experience 
in personal lines did not improve nearly as much as it did in 
commercial lines.  But GEICO, writing personal lines almost 
exclusively, improved its combined ratio to 96.9 and recorded a 
16% gain in premium volume.  GEICO also continued to repurchase 
its own shares and ended the year with 5.5% fewer shares 
outstanding than it had at the start of the year.  Our share of 
GEICO’s premium volume is over $500 million, close to double that 
of only three years ago.  GEICO’s book of business is one of the 
best in the world of insurance, far better indeed than 
Berkshire’s own book.

     The most important ingredient in GEICO’s success is rock-
bottom operating costs, which set the company apart from 
literally hundreds of competitors that offer auto insurance.  The 
total of GEICO’s underwriting expense and loss adjustment expense 
in 1986 was only 23.5% of premiums.  Many major companies show 
percentages 15 points higher than that.  Even such huge direct 
writers as Allstate and State Farm incur appreciably higher costs 
than does GEICO.

     The difference between GEICO’s costs and those of its 
competitors is a kind of moat that protects a valuable and much-
sought-after business castle.  No one understands this moat-
around-the-castle concept better than Bill Snyder, Chairman of 
GEICO.  He continually widens the moat by driving down costs 
still more, thereby defending and strengthening the economic 
franchise.  Between 1985 and 1986, GEICO’s total expense ratio 
dropped from 24.1% to the 23.5% mentioned earlier and, under 
Bill’s leadership, the ratio is almost certain to drop further.  
If it does - and if GEICO maintains its service and underwriting 
standards - the company’s future will be brilliant indeed.

     The second stage of the GEICO rocket is fueled by Lou 
Simpson, Vice Chairman, who has run the company’s investments 
since late 1979.  Indeed, it’s a little embarrassing for me, the 
fellow responsible for investments at Berkshire, to chronicle 
Lou’s performance at GEICO.  Only my ownership of a controlling 
block of Berkshire stock makes me secure enough to give you the 
following figures, comparing the overall return of the equity 
portfolio at GEICO to that of the Standard & Poor’s 500:

     Year                   GEICO’s Equities      S&P 500
     ----                   ----------------      -------
     1980 ..................       23.7%           32.3%
     1981 ..................        5.4            (5.0)
     1982 ..................       45.8            21.4
     1983 ..................       36.0            22.4
     1984 ..................       21.8             6.2
     1985 ..................       45.8            31.6
     1986 ..................       38.7            18.6

     These are not only terrific figures but, fully as important, 
they have been achieved in the right way.  Lou has consistently 
invested in undervalued common stocks that, individually, were 
unlikely to present him with a permanent loss and that, 
collectively, were close to risk-free.

     In sum, GEICO is an exceptional business run by exceptional 
managers.  We are fortunate to be associated with them.

Marketable Securities

     During 1986, our insurance companies purchased about $700 
million of tax-exempt bonds, most having a maturity of 8 to 12 
years.  You might think that this commitment indicates a 
considerable enthusiasm for such bonds.  Unfortunately, that’s 
not so: at best, the bonds are mediocre investments.  They simply 
seemed the least objectionable alternative at the time we bought 
them, and still seem so. (Currently liking neither stocks nor 
bonds, I find myself the polar opposite of Mae West as she 
declared: "I like only two kinds of men - foreign and domestic.")

     We must, of necessity, hold marketable securities in our 
insurance companies and, as money comes in, we have only five 
directions to go: (1) long-term common stock investments; (2) 
long-term fixed-income securities; (3) medium-term fixed-income 
securities; (4) short-term cash equivalents; and (5) short-term 
arbitrage commitments.

     Common stocks, of course, are the most fun.  When conditions 
are right that is, when companies with good economics and good 
management sell well below intrinsic business value - stocks 
sometimes provide grand-slam home runs.  But we currently find no 
equities that come close to meeting our tests.  This statement in 
no way translates into a stock market prediction: we have no idea 
- and never have had - whether the market is going to go up, 
down, or sideways in the near- or intermediate term future.

     What we do know, however, is that occasional outbreaks of 
those two super-contagious diseases, fear and greed, will forever 
occur in the investment community.  The timing of these epidemics 
will be unpredictable.  And the market aberrations produced by 
them will be equally unpredictable, both as to duration and 
degree.  Therefore, we never try to anticipate the arrival or 
departure of either disease.  Our goal is more modest: we simply 
attempt to be fearful when others are greedy and to be greedy 
only when others are fearful.

     As this is written, little fear is visible in Wall Street.  
Instead, euphoria prevails - and why not?  What could be more 
exhilarating than to participate in a bull market in which the 
rewards to owners of businesses become gloriously uncoupled from 
the plodding performances of the businesses themselves.  
Unfortunately, however, stocks can’t outperform businesses 
indefinitely.

     Indeed, because of the heavy transaction and investment 
management costs they bear, stockholders as a whole and over the 
long term must inevitably underperform the companies they own.  
If American business, in aggregate, earns about 12% on equity 
annually, investors must end up earning significantly less.  Bull 
markets can obscure mathematical laws, but they cannot repeal 
them.

     The second category of investments open to our insurance 
companies is long-term bonds.  These are unlikely to be of 
interest to us except in very special situations, such as the 
Washington Public Power Supply System #1, #2 and #3 issues, 
discussed in our 1984 report. (At yearend, we owned WPPSS issues 
having an amortized cost of $218 million and a market value of 
$310 million, paying us $31.7 million in annual tax-exempt 
income.) Our aversion to long-term bonds relates to our fear that 
we will see much higher rates of inflation within the next 
decade.  Over time, the behavior of our currency will be 
determined by the behavior of our legislators.  This relationship 
poses a continuing threat to currency stability - and a 
corresponding threat to the owners of long-term bonds.

     We continue to periodically employ money in the arbitrage 
field.  However, unlike most arbitrageurs, who purchase dozens of 
securities each year, we purchase only a few.  We restrict 
ourselves to large deals that have been announced publicly and do 
not bet on the come.  Therefore, our potential profits are apt to 
be small; but, with luck, our disappointments will also be few.

     Our yearend portfolio shown below includes one arbitrage 
commitment, Lear-Siegler.  Our balance sheet also includes a 
receivable for $145 million, representing the money owed us (and 
paid a few days later) by Unilever, then in the process of 
purchasing Chesebrough-Ponds, another of our arbitrage holdings.  
Arbitrage is an alternative to Treasury Bills as a short-term 
parking place for money - a choice that combines potentially 
higher returns with higher risks.  To date, our returns from the 
funds committed to arbitrage have been many times higher than 
they would have been had we left those funds in Treasury Bills.  
Nonetheless, one bad experience could change the scorecard 
markedly.

     We also, though it takes some straining, currently view 
medium-term tax-exempt bonds as an alternative to short-term 
Treasury holdings.  Buying these bonds, we run a risk of 
significant loss if, as seems probable, we sell many of them well 
before maturity.  However, we believe this risk is more than 
counter-balanced first, by the much higher after-tax returns 
currently realizable from these securities as compared to 
Treasury Bills and second, by the possibility that sales will 
produce an overall profit rather than a loss.  Our expectation of 
a higher total return, after allowing for the possibility of loss 
and after taking into account all tax effects, is a relatively 
close call and could well be wrong.  Even if we sell our bonds at 
a fairly large loss, however, we may end up reaping a higher 
after-tax return than we would have realized by repeatedly 
rolling over Treasury Bills.

     In any event, you should know that our expectations for both 
the stocks and bonds we now hold are exceptionally modest, given 
current market levels.  Probably the best thing that could happen 
to us is a market in which we would choose to sell many of our 
bond holdings at a significant loss in order to re-allocate funds 
to the far-better equity values then very likely to exist.  The 
bond losses I am talking about would occur if high interest rates 
came along; the same rates would probably depress common stocks 
considerably more than medium-term bonds.

     We show below our 1986 yearend net holdings in marketable 
equities. All positions with a market value of over $25 million 
are listed, and the interests attributable to minority 
shareholdings of Wesco Financial Corp. and Nebraska Furniture 
Mart are excluded.

No. of Shares                                      Cost       Market
-------------                                   ----------  ----------
                                                    (000s omitted)
  2,990,000    Capital Cities/ABC, Inc. .......  $515,775   $  801,694
  6,850,000    GEICO Corporation ..............    45,713      674,725
  2,379,200    Handy & Harman .................    27,318       46,989
    489,300    Lear Siegler, Inc. .............    44,064       44,587
  1,727,765    The Washington Post Company ....     9,731      269,531
                                                ----------  ----------
                                                  642,601    1,837,526
               All Other Common Stockholdings      12,763       36,507
                                                ----------  ----------
               Total Common Stocks ............  $655,364   $1,874,033

     We should note that we expect to keep permanently our three 
primary holdings, Capital Cities/ABC, Inc., GEICO Corporation, 
and The Washington Post.  Even if these securities were to appear 
significantly overpriced, we would not anticipate selling them, 
just as we would not sell See’s or Buffalo Evening News if 
someone were to offer us a price far above what we believe those 
businesses are worth.

     This attitude may seem old-fashioned in a corporate world in 
which activity has become the order of the day.  The modern 
manager refers to his "portfolio" of businesses - meaning that 
all of them are candidates for "restructuring" whenever such a 
move is dictated by Wall Street preferences, operating conditions 
or a new corporate "concept." (Restructuring is defined narrowly, 
however: it extends only to dumping offending businesses, not to 
dumping the officers and directors who bought the businesses in 
the first place.  "Hate the sin but love the sinner" is a 
theology as popular with the Fortune 500 as it is with the 
Salvation Army.)

     Investment managers are even more hyperkinetic: their 
behavior during trading hours makes whirling dervishes appear 
sedated by comparison.  Indeed, the term "institutional investor" 
is becoming one of those self-contradictions called an oxymoron, 
comparable to "jumbo shrimp," "lady mudwrestler" and "inexpensive 
lawyer."

     Despite the enthusiasm for activity that has swept business 
and financial America, we will stick with our ‘til-death-do-us-
part policy. It’s the only one with which Charlie and I are 
comfortable, it produces decent results, and it lets our managers 
and those of our investees run their businesses free of 
distractions.

NHP, Inc.

     Last year we paid $23.7 million for about 50% of NHP, Inc., 
a developer, syndicator, owner and manager of multi-family rental 
housing.  Should all executive stock options that have been 
authorized be granted and exercised, our equity interest will 
decline to slightly over 45%.

     NHP, Inc. has a most unusual genealogy.  In 1967, President 
Johnson appointed a commission of business and civic leaders, led 
by Edgar Kaiser, to study ways to increase the supply of 
multifamily housing for low- and moderate-income tenants.  
Certain members of the commission subsequently formed and 
promoted two business entities to foster this goal.  Both are now 
owned by NHP, Inc. and one operates under unusual ground rules: 
three of its directors must be appointed by the President, with 
the advice and consent of the Senate, and it is also required by 
law to submit an annual report to the President.

     Over 260 major corporations, motivated more by the idea of 
public service than profit, invested $42 million in the two 
original entities, which promptly began, through partnerships, to 
develop government-subsidized rental property.  The typical 
partnership owned a single property and was largely financed by a 
non-recourse mortgage.  Most of the equity money for each 
partnership was supplied by a group of limited partners who were 
primarily attracted by the large tax deductions that went with 
the investment.  NHP acted as general partner and also purchased 
a small portion of each partnership’s equity.

     The Government’s housing policy has, of course, shifted and 
NHP has necessarily broadened its activities to include non-
subsidized apartments commanding market-rate rents.  In addition, 
a subsidiary of NHP builds single-family homes in the Washington, 
D.C. area, realizing revenues of about $50 million annually.

     NHP now oversees about 500 partnership properties that are 
located in 40 states, the District of Columbia and Puerto Rico, 
and that include about 80,000 housing units.  The cost of these 
properties was more than $2.5 billion and they have been well 
maintained.  NHP directly manages about 55,000 of the housing 
units and supervises the management of the rest.  The company’s 
revenues from management are about $16 million annually, and 
growing.

     In addition to the equity interests it purchased upon the 
formation of each partnership, NHP owns varying residual 
interests that come into play when properties are disposed of and 
distributions are made to the limited partners.  The residuals on 
many of NHP’s "deep subsidy" properties are unlikely to be of 
much value.  But residuals on certain other properties could 
prove quite valuable, particularly if inflation should heat up.

     The tax-oriented syndication of properties to individuals 
has been halted by the Tax Reform Act of 1986.  In the main, NHP 
is currently trying to develop equity positions or significant 
residual interests in non-subsidized rental properties of quality 
and size (typically 200 to 500 units).  In projects of this kind, 
NHP usually works with one or more large institutional investors 
or lenders.  NHP will continue to seek ways to develop low- and 
moderate-income apartment housing, but will not likely meet 
success unless government policy changes.

     Besides ourselves, the large shareholders in NHP are 
Weyerhauser (whose interest is about 25%) and a management group 
led by Rod Heller, chief executive of NHP.  About 60 major 
corporations also continue to hold small interests, none larger 
than 2%.

Taxation

     The Tax Reform Act of 1986 affects our various businesses in 
important and divergent ways.  Although we find much to praise in 
the Act, the net financial effect for Berkshire is negative: our 
rate of increase in business value is likely to be at least 
moderately slower under the new law than under the old.  The net 
effect for our shareholders is even more negative: every dollar 
of increase in per-share business value, assuming the increase is 
accompanied by an equivalent dollar gain in the market value of 
Berkshire stock, will produce 72 cents of after-tax gain for our 
shareholders rather than the 80 cents produced under the old law.  
This result, of course, reflects the rise in the maximum tax rate 
on personal capital gains from 20% to 28%.

     Here are the main tax changes that affect Berkshire:

   o The tax rate on corporate ordinary income is scheduled to 
decrease from 46% in 1986 to 34% in 1988.  This change obviously 
affects us positively - and it also has a significant positive 
effect on two of our three major investees, Capital Cities/ABC 
and The Washington Post Company.

     I say this knowing that over the years there has been a lot 
of fuzzy and often partisan commentary about who really pays 
corporate taxes - businesses or their customers.  The argument, 
of course, has usually turned around tax increases, not 
decreases.  Those people resisting increases in corporate rates 
frequently argue that corporations in reality pay none of the 
taxes levied on them but, instead, act as a sort of economic 
pipeline, passing all taxes through to consumers.  According to 
these advocates, any corporate-tax increase will simply lead to 
higher prices that, for the corporation, offset the increase.  
Having taken this position, proponents of the "pipeline" theory 
must also conclude that a tax decrease for corporations will not 
help profits but will instead flow through, leading to 
correspondingly lower prices for consumers.

     Conversely, others argue that corporations not only pay the 
taxes levied upon them, but absorb them also.  Consumers, this 
school says, will be unaffected by changes in corporate rates.

     What really happens?  When the corporate rate is cut, do 
Berkshire, The Washington Post, Cap Cities, etc., themselves soak 
up the benefits, or do these companies pass the benefits along to 
their customers in the form of lower prices?  This is an 
important question for investors and managers, as well as for 
policymakers.

     Our conclusion is that in some cases the benefits of lower 
corporate taxes fall exclusively, or almost exclusively, upon the 
corporation and its shareholders, and that in other cases the 
benefits are entirely, or almost entirely, passed through to the 
customer.  What determines the outcome is the strength of the 
corporation’s business franchise and whether the profitability of 
that franchise is regulated.

     For example, when the franchise is strong and after-tax 
profits are regulated in a relatively precise manner, as is the 
case with electric utilities, changes in corporate tax rates are 
largely reflected in prices, not in profits.  When taxes are cut, 
prices will usually be reduced in short order.  When taxes are 
increased, prices will rise, though often not as promptly.

     A similar result occurs in a second arena - in the price-
competitive industry, whose companies typically operate with very 
weak business franchises.  In such industries, the free market 
"regulates" after-tax profits in a delayed and irregular, but 
generally effective, manner.  The marketplace, in effect, 
performs much the same function in dealing with the price-
competitive industry as the Public Utilities Commission does in 
dealing with electric utilities.  In these industries, therefore, 
tax changes eventually affect prices more than profits.

     In the case of unregulated businesses blessed with strong 
franchises, however, it’s a different story:  the corporation 
and its shareholders are then the major beneficiaries of tax 
cuts.  These companies benefit from a tax cut much as the 
electric company would if it lacked a regulator to force down 
prices.

     Many of our businesses, both those we own in whole and in 
part, possess such franchises.  Consequently, reductions in their 
taxes largely end up in our pockets rather than the pockets of 
our customers.  While this may be impolitic to state, it is 
impossible to deny.  If you are tempted to believe otherwise, 
think for a moment of the most able brain surgeon or lawyer in 
your area.  Do you really expect the fees of this expert (the 
local "franchise-holder" in his or her specialty) to be reduced 
now that the top personal tax rate is being cut from 50% to 28%?

     Your joy at our conclusion that lower rates benefit a number 
of our operating businesses and investees should be severely 
tempered, however, by another of our convictions: scheduled 1988 
tax rates, both individual and corporate, seem totally 
unrealistic to us.  These rates will very likely bestow a fiscal 
problem on Washington that will prove incompatible with price 
stability.  We believe, therefore, that ultimately - within, say, 
five years - either higher tax rates or higher inflation rates 
are almost certain to materialize.  And it would not surprise us 
to see both.

   o Corporate capital gains tax rates have been increased from 
28% to 34%, effective in 1987.  This change will have an 
important adverse effect on Berkshire because we expect much of 
our gain in business value in the future, as in the past, to 
arise from capital gains.  For example, our three major 
investment holdings - Cap Cities, GEICO, and Washington Post - at 
yearend had a market value of over $1.7 billion, close to 75% of 
the total net worth of Berkshire, and yet they deliver us only 
about $9 million in annual income.  Instead, all three retain a 
very high percentage of their earnings, which we expect to 
eventually deliver us capital gains.

     The new law increases the rate for all gains realized in the 
future, including the unrealized gains that existed before the 
law was enacted.  At yearend, we had $1.2 billion of such 
unrealized gains in our equity investments.  The effect of the new 
law on our balance sheet will be delayed because a GAAP rule 
stipulates that the deferred tax liability applicable to 
unrealized gains should be stated at last year’s 28% tax rate 
rather than the current 34% rate.  This rule is expected to change 
soon.  The moment it does, about $73 million will disappear from 
our GAAP net worth and be added to the deferred tax account.

   o Dividend and interest income received by our insurance 
companies will be taxed far more heavily under the new law.  
First, all corporations will be taxed on 20% of the dividends 
they receive from other domestic corporations, up from 15% under 
the old law.  Second, there is a change concerning the residual 
80% that applies only to property/casualty companies: 15% of that 
residual will be taxed if the stocks paying the dividends were 
purchased after August 7, 1986.  A third change, again applying 
only to property/casualty companies, concerns tax-exempt bonds: 
interest on bonds purchased by insurers after August 7, 1986 will 
only be 85% tax-exempt.

     The last two changes are very important.  They mean that our 
income from the investments we make in future years will be 
significantly lower than would have been the case under the old 
law.  My best guess is that these changes alone will eventually 
reduce the earning power of our insurance operation by at least 
10% from what we could previously have expected.

   o The new tax law also materially changes the timing of tax 
payments by property/casualty insurance companies.  One new rule 
requires us to discount our loss reserves in our tax returns, a 
change that will decrease deductions and increase taxable income.  
Another rule, to be phased in over six years, requires us to 
include 20% of our unearned premium reserve in taxable income.

     Neither rule changes the amount of the annual tax accrual in 
our reports to you, but each materially accelerates the schedule 
of payments.  That is, taxes formerly deferred will now be front-
ended, a change that will significantly cut the profitability of 
our business.  An analogy will suggest the toll: if, upon turning 
21, you were required to immediately pay tax on all income you 
were due to receive throughout your life, both your lifetime 
wealth and your estate would be a small fraction of what they 
would be if all taxes on your income were payable only when you 
died.

     Attentive readers may spot an inconsistency in what we say.  
Earlier, discussing companies in price-competitive industries, we 
suggested that tax increases or reductions affect these companies 
relatively little, but instead are largely passed along to their 
customers.  But now we are saying that tax increases will affect 
profits of Berkshire’s property/casualty companies even though 
they operate in an intensely price-competitive industry.

     The reason this industry is likely to be an exception to our 
general rule is that not all major insurers will be working with 
identical tax equations.  Important differences will exist for 
several reasons: a new alternative minimum tax will materially 
affect some companies but not others; certain major insurers have 
huge loss carry-forwards that will largely shield their income 
from significant taxes for at least a few years; and the results 
of some large insurers will be folded into the consolidated 
returns of companies with non-insurance businesses.  These 
disparate conditions will produce widely varying marginal tax 
rates in the property/casualty industry.  That will not be the 
case, however, in most other price-competitive industries, such 
as aluminum, autos and department stores, in which the major 
players will generally contend with similar tax equations.

     The absence of a common tax calculus for property/casualty 
companies means that the increased taxes falling on the industry 
will probably not be passed along to customers to the degree that 
they would in a typical price-competitive industry.  Insurers, in 
other words, will themselves bear much of the new tax burdens.

   o A partial offset to these burdens is a "fresh start" 
adjustment that occurred on January 1, 1987 when our December 31, 
1986 loss reserve figures were converted for tax purposes to the 
newly-required discounted basis. (In our reports to you, however, 
reserves will remain on exactly the same basis as in the past - 
undiscounted except in special cases such as structured 
settlements.) The net effect of the "fresh start" is to give us a 
double deduction: we will get a tax deduction in 1987 and future 
years for a portion of our-incurred-but-unpaid insurance losses 
that have already been fully deducted as costs in 1986 and 
earlier years.

     The increase in net worth that is produced by this change is 
not yet reflected in our financial statements.  Rather, under 
present GAAP rules (which may be changed), the benefit will flow 
into the earnings statement and, consequently, into net worth 
over the next few years by way of reduced tax charges.  We expect 
the total benefit from the fresh-start adjustment to be in the 
$30 - $40 million range.  It should be noted, however, that this 
is a one-time benefit, whereas the negative impact of the other 
insurance-related tax changes is not only ongoing but, in 
important respects, will become more severe as time passes.

   o The General Utilities Doctrine was repealed by the new tax 
law. This means that in 1987 and thereafter there will be a 
double tax on corporate liquidations, one at the corporate level 
and another at the shareholder level.  In the past, the tax at 
the corporate level could be avoided, If Berkshire, for example, 
were to be liquidated - which it most certainly won’t be - 
shareholders would, under the new law, receive far less from the 
sales of our properties than they would have if the properties 
had been sold in the past, assuming identical prices in each 
sale.  Though this outcome is theoretical in our case, the change 
in the law will very materially affect many companies.  
Therefore, it also affects our evaluations of prospective 
investments.  Take, for example, producing oil and gas 
businesses, selected media companies, real estate companies, etc. 
that might wish to sell out.  The values that their shareholders 
can realize are likely to be significantly reduced simply because 
the General Utilities Doctrine has been repealed - though the 
companies’ operating economics will not have changed adversely at 
all.  My impression is that this important change in the law has 
not yet been fully comprehended by either investors or managers.

     This section of our report has been longer and more 
complicated than I would have liked.  But the changes in the law 
are many and important, particularly for property/casualty 
insurers.  As I have noted, the new law will hurt Berkshire’s 
results, but the negative impact is impossible to quantify with 
any precision.

Miscellaneous

     We bought a corporate jet last year.  What you have heard about such 
planes is true: they are very expensive and a luxury in 
situations like ours where little travel to out-of-the-way places 
is required.  And planes not only cost a lot to operate, they cost 
a lot just to look at.  Pre-tax, cost of capital plus depreciation 
on a new $15 million plane probably runs $3 million annually.  On 
our own plane, bought for $850,000 used, such costs run close to 
$200,000 annually.

     Cognizant of such figures, your Chairman, unfortunately, has 
in the past made a number of rather intemperate remarks about 
corporate jets.  Accordingly, prior to our purchase, I was forced 
into my Galileo mode.  I promptly experienced the necessary 
"counter-revelation" and travel is now considerably easier - and 
considerably costlier - than in the past.  Whether Berkshire will 
get its money’s worth from the plane is an open question, but I 
will work at achieving some business triumph that I can (no 
matter how dubiously) attribute to it.  I’m afraid Ben Franklin 
had my number.  Said he: "So convenient a thing it is to be a 
reasonable creature, since it enables one to find or make a 
reason for everything one has a mind to do."

     About 97% of all eligible shares participated in Berkshire’s 
1986 shareholder-designated contributions program.  Contributions 
made through the program were $4 million, and 1,934 charities 
were recipients.

     We urge new shareholders to read the description of our 
shareholder-designated contributions program that appears on 
pages 58 and 59.  If you wish to participate in future programs, 
we strongly urge that you immediately make sure your shares are 
registered in the name of the actual owner, not in "street" name 
or nominee name.  Shares not so registered on September 30, 1987 
will be ineligible for the 1987 program.

                           *  *  *

     Last year almost 450 people attended our shareholders’ 
meeting, up from about 250 the year before (and from about a 
dozen ten years ago).  I hope you can join us on May 19th in 
Omaha.  Charlie and I like to answer owner-related questions 
and I can promise you that our shareholders will pose many good 
ones.  Finishing up the questions may take quite a while - we 
had about 65 last year so you should feel free to leave once 
your own have been answered.

     Last year, after the meeting, one shareholder from New 
Jersey and another from New York went to the Furniture Mart, 
where each purchased a $5,000 Oriental rug from Mrs. B. (To be 
precise, they purchased rugs that might cost $10,000 elsewhere 
for which they were charged about $5,000.) Mrs. B was pleased - 
but not satisfied - and she will be looking for you at the store 
after this year’s meeting.  Unless our shareholders top last 
year’s record, I’ll be in trouble.  So do me (and yourself) a 
favor, and go see her.



                                         Warren E. Buffett
February 27, 1987                        Chairman of the Board

Net Income ............                          $40,231              $28,605
                                              =======              =======

                                                         $362,347       $491,989
                                                         ========       ========

If we think through these questions, we can gain some insights about what may be called "owner earnings." These represent (a) reported earnings plus (b) depreciation, depletion, amortization, and certain other non-cash charges such as Company N's items (1) and (4) less ( c) the average annual amount of capitalized expenditures for plant and equipment, etc. that the business requires to fully maintain its long-term competitive position and its unit volume. (If the business requires additional working capital to maintain its competitive position and unit volume, the increment also should be included in ( c) . However, businesses following the LIFO inventory method usually do not require additional working capital if unit volume does not change.)

Our owner-earnings equation does not yield the deceptively precise figures provided by GAAP, since( c) must be a guess - and one sometimes very difficult to make. Despite this problem, we consider the owner earnings figure, not the GAAP figure, to be the relevant item for valuation purposes - both for investors in buying stocks and for managers in buying entire businesses. We agree with Keynes's observation: "I would rather be vaguely right than precisely wrong."

The approach we have outlined produces "owner earnings" for Company O and Company N that are identical, which means valuations are also identical, just as common sense would tell you should be the case. This result is reached because the sum of (a) and (b) is the same in both columns O and N, and because( c) is necessarily the same in both cases.

And what do Charlie and I, as owners and managers, believe is the correct figure for the owner earnings of Scott Fetzer? Under current circumstances, we believe ( c) is very close to the "old" company's (b) number of $8.3 million and much below the "new" company's (b) number of $19.9 million. Therefore, we believe that owner earnings are far better depicted by the reported earnings in the O column than by those in the N column. In other words, we feel owner earnings of Scott Fetzer are considerably larger than the GAAP figures that we report.

That is obviously a happy state of affairs. But calculations of this sort usually do not provide such pleasant news. Most managers probably will acknowledge that they need to spend something more than (b) on their businesses over the longer term just to hold their ground in terms of both unit volume and competitive position. When this imperative exists - that is, when ( c) exceeds (b) - GAAP earnings overstate owner earnings. Frequently this overstatement is substantial. The oil industry has in recent years provided a conspicuous example of this phenomenon. Had most major oil companies spent only (b) each year, they would have guaranteed their shrinkage in real terms.

All of this points up the absurdity of the "cash flow" numbers that are often set forth in Wall Street reports. These numbers routinely include (a) plus (b) - but do not subtract ( c) . Most sales brochures of investment bankers also feature deceptive presentations of this kind. These imply that the business being offered is the commercial counterpart of the Pyramids - forever state-of-the-art, never needing to be replaced, improved or refurbished. Indeed, if all U.S. corporations were to be offered simultaneously for sale through our leading investment bankers - and if the sales brochures describing them were to be believed - governmental projections of national plant and equipment spending would have to be slashed by 90%.

"Cash Flow", true, may serve as a shorthand of some utility in descriptions of certain real estate businesses or other enterprises that make huge initial outlays and only tiny outlays thereafter. A company whose only holding is a bridge or an extremely long-lived gas field would be an example. But "cash flow" is meaningless in such businesses as manufacturing, retailing, extractive companies, and utilities because, for them, ( c) is always significant. To be sure, businesses of this kind may in a given year be able to defer capital spending. But over a five- or ten-year period, they must make the investment - or the business decays.

Why, then, are "cash flow" numbers so popular today? In answer, we confess our cynicism: we believe these numbers are frequently used by marketers of businesses and securities in attempts to justify the unjustifiable (and thereby to sell what should be the unsalable). When (a) - that is, GAAP earnings - looks by itself inadequate to service debt of a junk bond or justify a foolish stock price, how convenient it becomes for salesmen to focus on (a) + (b). But you shouldn't add (b) without subtracting ( c) : though dentists correctly claim that if you ignore your teeth they'll go away, the same is not true for ( c) . The company or investor believing that the debt-servicing ability or the equity valuation of an enterprise can be measured by totaling (a) and (b) while ignoring ( c) is headed for certain trouble.

To sum up: in the case of both Scott Fetzer and our other businesses, we feel that (b) on an historical-cost basis - i.e., with both amortization of intangibles and other purchase-price adjustments excluded - is quite close in amount to ( c) . (The two items are not identical, of course. For example, at See's we annually make capitalized expenditures that exceed depreciation by $500,000 to $1 million, simply to hold our ground competitively.) Our conviction about this point is the reason we show our amortization and other purchase-price adjustment items separately in the table on page 8 and is also our reason for viewing the earnings of the individual businesses as reported there as much more closely approximating owner earnings than the GAAP figures.