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ASM 2014 Part 1

May 3, 2014

Warren Buffett
Chairman and CEO, Berkshire Hathaway

Thank you. Good morning. Before we start, there are two very special guests that I'd like to introduce, have stand up. The first, even though he was on tour, he took a quick detour to Omaha to be here today. Will my friend, Paul Anka, please stand up? Paul. With all the talk that had been around about my succession, I thought it was probably a good idea to try and hook up with someone famous that might give me a shot at a second career here. We're available for weddings and funerals and bar mitzvahs and we actually had one offer the other day, I thought it was kind of insulting. They offered $1,000, and I mean, for me and Paul, that really seemed a little ridiculous.

I told the people that, and they said, "Okay, we'll make it $10,000 if just Paul comes." We have one other very special guest. This affair does not just happen by itself, and there's a young woman who had a baby, a young boy named Brady, in September, and she has marshaled together 400-plus of the people from our various companies and put on the show you're witnessing today. I just want to say a special thanks to the woman we all love, and especially me, Carrie Sova. Carrie. Let's get them. There she is. We get down to the minor players, and we'll introduce the board of directors. We'll have the board meeting, or the shareholders' meeting, I should say, after the Q&A, which will end at 3:30 P.M., and then we'll recess for 15 minutes, and at 3:45 P.M., begin the shareholders' meeting.

For those of you who won't be around at 3:45 P.M., I'd like to have a chance to meet the directors now. I will introduce them one at a time and ask them to stand. Hard as it may be, withhold your applause until they're all finished standing, and then you can go crazy. Doing it alphabetically, and if you'll stand as I give your name. Howard Buffett, Steve Burke, Sue Decker, Bill Gates, Sandy Gottesman, Charlotte Guyman, Don Keil, and my partner, Charlie Munger, Tom Murphy, Ron Olson, Walter Scott, and Meryl Witmer. That is the board of directors of Berkshire. We have just a couple of slides, and then we'll move right into the questioning, which will go on until roughly noon.

We'll take a break at noon and come back about 1:00 P.M., and then we'll continue till 3:30 P.M., at which point we'll adjourn and then have the annual meeting at 3:45 P.M. There are just a couple slides. We released our earnings yesterday, and we try to release our earnings always after the market's closed and preferably after the market's closed on a Friday so that people will have a full weekend to digest the information. There's a lot of information about Berkshire every quarter, and it's contained primarily in a 10-Q that we make available for you to read over the full weekend. We always urge you not to just look at the summary figures, but take a look at the 10-Q. It's great reading. Absorb all that by Monday morning. Here we have the summary for the first quarter.

As you can see, our operating earnings were down a bit, and that was more than accounted for in insurance underwriting. You should understand that insurance underwriting from quarter to quarter really doesn't mean that much. For one thing, it can be quite affected by changes in foreign exchange, which really don't have anything to do with our insurance business, or at least in the reality of interim results. Our insurance business now has a float of $77 billion, and that $77 billion is ours to invest. Whether it costs us anything or not is determined by whether we have an underwriting profit. Even though our underwriting profit in the first quarter was quite satisfactory, but nevertheless down from the first quarter of last year, the insurance business is marvelous for us.

If we even break even, that's $77 billion, which is subtracted from net worth. It's a liability on the balance sheet, but if it's cost-free, it really does us about as much good as net worth itself does. It's a very remarkable business and, frankly, if we average an underwriting profit over the years, I'll be very happy and you should be very happy with what our insurance business does for us. It was down in the first quarter, and like I say, that more than accounted for the decline in earnings. We always advise you to pay no attention, really, to quarterly or even annual realized gains or losses in securities because we make no attempt to time the sales of securities to produce earnings in any given quarter.

We just try to manage the money as well as we can, and we let the chips fall where they may in terms of whether those actions produce gains or losses in the short term. We hope that they produce a lot of gains over the longer term, and they have. They should be ignored in attempting to interpret our shorter-term earnings. With that, I would like to give you a little preview of a vote that has taken place and which we'll talk more about when we get to shareholders' meeting. It's so remarkable that I wanted to put it up for all of you to look at now. As you know, we had a shareholder resolution. Yeah, it's up there.

We had a shareholder resolution rather elegantly stated that suggested that we pay a dividend and with a sort of subliminal suggestion that we weren't paying it because I was so rich that I could live in this grand style to which I'd become accustomed without a dividend, but that the shareholders were out there essentially bereft of the necessities of life because we were holding all the money here in Omaha. This gentleman put this on the ballot, and if we'll go to the next slide, you'll see some remarkable figures. Bear in mind that you people get these proxies at your home or at your office, and you can mark anything you want. We hire no proxy solicitation firms. We are making no calls. We make no attempt to influence how anybody votes. We just count them as they come in.

As you'll see at the top, among the Class A shares, the vote was roughly 90+ to one against the dividend. You might suspect that I stuffed the ballot box, which I did. I took my vote out, and you'll see down below the vote was a little less than 40 to one among the untainted shareholders of A against receiving a dividend. You may say to yourself, "Well, those are Warren and his rich friends, all the plutocrats, and easy for them to say." Let's go on to the next slide, and you will see there that among the B shareholders, and we believe we may have as many as 1 million B shareholders. We don't know the exact number.

We don't even know an approximate number very well, but it's not a bad guess that we have 1 million or so shareholders. Remarkably, by a vote of 45 to one, these are people who are not making any phone calls to get their vote or anything. By 45 to one, our shareholders said, "Don't pay us a dividend." I'm not sure that there's any company in the world that would get quite that vote. Now we go to one more slide, and that'll be the end, this is the rather disturbing part of that vote. If you go to the next page, you'll see again among the B shareholders that I've got that same vote up there.

If you look down below, you will notice that almost the same number of people voted against or withheld their vote for me as voted for having a dividend. From that, you can only deduce that the shareholders are ever forced with the choice, or I should say if the directors are ever forced with the choice of paying a dividend or getting rid of me, it's a close vote. You can see why I'm rather reluctant to bring up the dividend question with the directors. The vote actually up until two days earlier before these final figures, the vote was actually just virtually a dead heat. The number of people that wanted to have a dividend and the number of people that wanted me to get out of the place were running neck and neck. Again, that's a rather unusual voting arrangement.

With that, We're going to do the questioning as we always do. We have journalists on this side, we have financial analysts on this side, and we've got a wonderful group of shareholders in the audience. We're going to alternate among these groups, and we will keep doing that until noon, and then we'll pick up where we left off at 1:00 P.M. and continue doing it. We will start off with Carol Loomis of Fortune Magazine.

Carol Loomis
Journalist, Fortune Magazine

Good morning. I'll make my two or three-sentence introductory remarks. First, Becky and Andrew and I get hundreds, if not thousands of questions, and we can only ask a few. If we didn't get to your question, please excuse us. Secondly, Warren and Charlie got no hint of what we were going to ask. That may explain that they would sometimes get a thought about what they were going to get asked, and that will explain my first question. The question is from Will Elridge of New York City. He says, "Mr. Buffett, this is a question about Berkshire's holdings in Coca-Cola. This spring, Coke asked shareholders to approve a magnanimous stock option program for its executives. Asked about it by the press after the vote, you said the program was excessive.

Yet you did not tell the world prior to the Coke shareholders meeting that you believed the program to be excessive, a disclosure that had it been made earlier might have made shareholders vote against it. In fact, you did not vote Berkshire's shares against the plan, you only abstained in the voting. I guess you had your reasons. I must say, I don't expect to agree with them. I cannot see how they can stand up under examination. I still would like to know why you engaged in this very strange, un-Buffett-like behavior. Why did you abstain rather than voting no against a corporate action that deserved to be shouted down?

Warren Buffett
Chairman and CEO, Berkshire Hathaway

Yeah. Well, some people incidentally think that strange and un-Buffett-like are really not quite right, as strange is frequently Buffett-like. The proposal was made by a shareholder who had owned shares for a long time and was opposed to the option program. His calculations, I probably should explain this in a minute, his calculations of the dilution were wildly off. We did not care to get into a discussion of that or anything else. We did talk, or I did talk to Muhtar Kent. I informed him that we were going to abstain. I told him that we admired enormously The Coca-Cola Company, we admired the management. We thought the compensation plan, although it was very similar to a great many plans, was excessive.

Muhtar and I had very good discussions right here in Omaha, as a matter of fact, as well as a couple of telephone discussions. Immediately after the vote, I announced that we had abstained and gave the reasons that we thought the plan was excessive. I think that in terms of having an effect on the Coca-Cola compensation practices, as well as maybe having an effect on some other compensation practices, that that was the most effective way of behaving for Berkshire. We made a very clear statement about the excessiveness of the plan. At the same time, we in no way went to war with Coca-Cola. We have no desire to go to war with Coca-Cola. We did not endorse some calculations that were wildly inaccurate and join forces with someone that I had really no contact with.

I received several letters in the mail after they'd first been given to the press. I don't think going to war is a very good idea in most situations, and I think if you're going to join forces in going to war with somebody, you better be very sure about what that alliance might mean. I think the best result for The Coca-Cola Company was achieved by our abstention, and we will see what happens in terms of compensation between now and the next meeting of Coke. Charlie?

Charlie Munger
Vice Chairman, Berkshire Hathaway

I think you handled the whole situation very well.

Warren Buffett
Chairman and CEO, Berkshire Hathaway

Charlie remains vice chairman. Charlie incidentally was the only one with whom I talked over the vote or the abstention before I did it. I called Charlie and told him about the plan, and we agreed on the course of action. I should point out one thing, in fairness to David Winters, who led the war, he took figures from The Coca-Cola proxy statement, it's hard to fault him for that. For those of you who would like to know how to think about calculating dilution. Coca-Cola has regularly repurchased the shares that are issued through options, and the share count has thereby come down just a small bit at Coca-Cola. Not anywhere near as much as if they hadn't issued as many shares, though, and repurchased shares.

Coca-Cola has a plan that involves 500 million shares, they say in the annual report that they expect to issue these over approximately 4 years, then they have a further calculation between performance shares and option shares, I'll leave that out, make this a little simpler. That's a lot of shares. Let's assume for the moment that Coca-Cola is selling around $40 a share now, which it is, that all the options are issued at $40, and that when they're exercised, we'll say the stock is $60. At that point, there has been a $10 billion transfer of value, $20 a share times 500 million shares, a $10 billion transfer of value. The company, when that is done, gets a tax deduction up for $10 billion, and at present tax rates, that would result in $3.5 billion of less tax.

If you take $20 billion of proceeds from exercise of the options, and you add $3.5 billion of tax savings, The Coca-Cola Company receives $23.5 billion. If they should buy in the stock at $60 a share, which it would be selling for then, they would be able to buy 391,666,666 shares. In effect, The Coca-Cola Company net would be out a little over 108 million shares, and that's on a base of 4.4 billion. The dilution, assuming all the proceeds from the option exercise and the tax refund were used to buy shares, the dilution would be 108 million shares on 44.4 billion, or about 2.5%. I don't like dilution, and I don't like 2.5% dilution. It's a far cry from the number that we're getting tossed around. It's a long explanation, but I've never seen the math written about.

I've seen people throwing out claims and all of that, you can change my supposition from 60 to 55 or 65. It doesn't change things very much. John Brandt.

Jonathan Brandt
Analyst, Ruane, Cunniff & Goldfarb

Hi, Warren. Thanks again for having me back. My first question is as follows. Berkshire has a track record of buying successful companies and leaving them alone. 3G has a more hands-on strategy with its acquisition. Its zero-based budgeting would seem to offer the potential to improve margins at any non-insurance business. Is there a way for Berkshire to use 3G's methods to boost profits without violating promises made to selling shareholders or breaking faith with Berkshire's decentralized culture? Would it be consistent with Berkshire's culture to hire a 3G alumnus to run a Berkshire subsidiary after an existing manager retired? Alternatively, how hard would it be for a non-3G alumnus to learn and implement their management process? Thank you.

Warren Buffett
Chairman and CEO, Berkshire Hathaway

Yeah. I don't think the two blend very well, I do think that 3G does a magnificent job of running businesses. I've watched them in the past from afar, I've watched them more recently up close, there's no question that it's a different style than Berkshire, I don't think it would pay to try and blend the two. I certainly think that we will see more opportunities to partner with 3G, we're very likely to jump at those opportunities because I think they're as able as anybody I've seen in the management of businesses, to get a chance to join with them. In addition to that, they're marvelous partners. They're more than fair in everything they do with us.

We will as I've put in the past, I think we're very likely to partner with them, perhaps in things that are very large, but I do not think a blending of the two would work very well. We've got a system that works very well for us. Managers, when they join Berkshire, are joining into a large business that's unlike virtually any large business that's around. They really can't find a home exactly like Berkshire, and that's a huge corporate asset. It's one that's grown over time. It'll continue to grow, and we want to maintain that with a very clear message that it goes well beyond my lifetime, but we welcome the chance to join with 3G. Charlie?

Charlie Munger
Vice Chairman, Berkshire Hathaway

Well, I don't think we've ever had a policy that loved overstaffing

Warren Buffett
Chairman and CEO, Berkshire Hathaway

I would only slightly disagree with that. We certainly never had a policy that allows for overstaffing at the home office. We only feel happy when people are sitting on other people's laps. You have to understand this. We have not enforced or attempted to enforce, nor would wish to enforce a strong discipline on every subsidiary as to whether they have a few too many people or not. A great many don't, in fact. Most of them are overwhelmingly managed on a lean basis. That's not true of everyone we've been involved in over the years, and it probably won't be true of everyone in the future. We encourage just by example, but we do not encourage it by edict, particularly. Charlie, when?

Charlie Munger
Vice Chairman, Berkshire Hathaway

I think a lot of great businesses spill a little just because they don't want to be fanatic, and that's all right. I don't think you have to have the last nickel out of the staffing costs.

Warren Buffett
Chairman and CEO, Berkshire Hathaway

Okay. We'll go to the shareholder in station one on my far right.

Speaker 11

Yes, hello. My name is Doug Merrill. I'm from Denver, Colorado, the home of Peyton Manning.

Warren Buffett
Chairman and CEO, Berkshire Hathaway

Mahma, mahma.

Speaker 11

Awesome. The President's approval rating is at 40%. Steve Wynn said Obama is the biggest wet blanket to the economy. Other countries are lowering taxes and reducing debt. You have Obama's ear. The train's going in the wrong direction. Can you conduct Obama to change the train's direction?

Warren Buffett
Chairman and CEO, Berkshire Hathaway

Well Doug, I think I'll let you communicate with him directly. I don't agree with a number of things you've said there. American business is doing extraordinarily well. Many of the American people are not, I think Obama cares more about doing something for them than many other people would. We're going to have a difference of opinion on politics, I'm not going to convince you, and you're not going to convince me. I will say that anybody that thinks American business is not doing well should just look at corporate profits. Anybody that thinks our corporate taxes are too high should look at a chart of corporate taxes as a percentage of GDP since World War II, and it's come down from 4% of GDP to 2% of GDP while many other forms of taxes have obviously increased.

American business earnings on net tangible assets, which is the way to measure profitability overall, it's basically the envy of the world. We have extraordinary returns on tangible assets, net tangible assets in this country. Our tax rates now for corporations are far lower than when Charlie and I were operating, and American business actually was doing pretty good then. For much of our life, corporate taxes were 52% or 48%. I don't want to try and convince you because I don't want you to try and convince me. We'll call a truce on that, and I'll let Charlie comment.

Charlie Munger
Vice Chairman, Berkshire Hathaway

I'm going to avoid this one.

Warren Buffett
Chairman and CEO, Berkshire Hathaway

People complain about me abstaining. Okay, Becky Quick.

Becky Quick
Co-Anchor, Squawk Box, CNBC

This question is from Manolo Salceda. I'll preface it by saying he says that he is a true admirer of Buffett and what he stands for, "Please don't confuse my bluntness and straightforwardness with a lack of admiration or empathy with this amazing person and his master creation." With that disclaimer.

Warren Buffett
Chairman and CEO, Berkshire Hathaway

Yeah.

Becky Quick
Co-Anchor, Squawk Box, CNBC

His question is, you've stated several times in the past that if management, you, wasn't capable of delivering a better return than the index, management wasn't doing the job. You said that the yardstick should be any five-year period. You've just missed your five-year period comparison. How come you didn't tackle the issue in your annual shareholder letter? Are you changing the yardstick, what's next?

Warren Buffett
Chairman and CEO, Berkshire Hathaway

No, we're not changing the yardstick. I would point out that we said, actually, in the 2012 report, it's in the upper half of the first page, we pointed out how we do worse in very strong years and better in poor years. I said then, "If the market continues to advance in 2013, our streak of five-year wins will end." I didn't say it might end, or could end or anything. It was obvious that if you have five strong years in a row, we will not beat the S&P, that will be true in the future for sure. Of course, last year I think there were two years in the last 40 or so that the market was up more than it was last year. Despite the things mentioned about President Obama, the stock market seems to have done quite well.

We will underperform in very strong up years. We'll probably more or less match in moderate up years. We'll do better than average in even years or down years. I have said, and I continue to say, and it's been true, that over any cycle, I think we will overperform, but there's no guarantee on that. It was clearly said, like I say, on the first page of the 2012 report, that if the market went up, we would have a five-year streak of underperformance, and that's exactly what happened. Charlie?

Charlie Munger
Vice Chairman, Berkshire Hathaway

Well, we should remember that Warren's standard talks about net worth of Berkshire increasing after full corporate taxes at roughly 35%. The indexes aren't paying any taxes. Warren has set a ridiculously tough standard and has so far met it over a long period of time. In the last couple of years, the net worth of Berkshire after full provision for income taxes went up, what, 60

Warren Buffett
Chairman and CEO, Berkshire Hathaway

Something like that, yeah

Charlie Munger
Vice Chairman, Berkshire Hathaway

$60 billion.

Warren Buffett
Chairman and CEO, Berkshire Hathaway

Pre-tax, probably $90 billion.

Charlie Munger
Vice Chairman, Berkshire Hathaway

If this is failure, I want more of it.

Warren Buffett
Chairman and CEO, Berkshire Hathaway

Jay Gelb.

Jay Gelb
Analyst, Barclays

Warren, this question is on Berkshire's intrinsic value. In the annual letter, you appeared to strongly signal that Berkshire shares are undervalued, especially relative to intrinsic value. Aside from share buybacks, what actions can Berkshire take to narrow the discount between the current share price and intrinsic value? For example, would you ever consider an IPO of Berkshire's individual operating units?

Warren Buffett
Chairman and CEO, Berkshire Hathaway

The answer to the last part is no. My guess is I've never seen an annual report that uses the term intrinsic value or even talks about the intrinsic value of its units or business as much as Berkshire does. Charlie and I really devote considerable effort to explaining which of our businesses where there's really a significant discrepancy between what carrying value is or book value, call it carrying value, and the true value or the intrinsic value of the business. I got very specific in the case of GEICO in the past year, for example, and I said that GEICO, which is carried at about $1 billion over tangible assets, may be worth as much as $20 billion over tangible assets.

I wouldn't be surprised if five years or 10 years from now that that figure itself will be a lot larger. We've talked about it. We've said we are willing to buy, not only willing, but eager to buy stock at 120% of book value. With book value being close to $230 billion now, that obviously means we think that at $45 billion roughly over that figure, we are getting a bargain in relation to intrinsic value. We're never going to try and put out an exact number because we don't know an exact number. A, it changes from day to day, although not a lot day to day, but it certainly changes over the quarters and over the years.

The second reason is if you ask Charlie and me to write down a figure as we sit here as to the intrinsic value of Berkshire, we'd probably be within 5% of each other. We probably would not be within 1% of each other. We will continue to try to give shareholders information about the important units. The small ones are not unimportant to us, but they do not have a big impact on the overall intrinsic value. We've got a few businesses. We have some businesses that may be carried at a few hundred million that might be worth $1 billion or maybe $2 billion even. That isn't where the big undisclosed by the balance sheet values are. They're in the railroad, they're in the insurance business, they're in our utility business. They add up to some pretty big numbers.

We try to tell you exactly the numbers and really use the words that we use when we're thinking about those businesses ourselves in terms of estimating their value. We don't want to go further than that. The 120% obviously is a loud shout-out as to a figure that we think is very significantly below intrinsic value, or we wouldn't use it to repurchase shares. We only believe in repurchasing shares when we can do so at a significant discount from intrinsic value. Coca-Cola does. They talk about buying in shares to cover options. That actually isn't the best reason to buy in shares. The stock could be overpriced and even though you issued it on options, you shouldn't be buying it in.

That's become sort of a mantra throughout corporate America that if you buy shares to cover the option exercises, that you've negated the dilution to shareholders. Again, if you buy a dollar bill for $0.90, you're doing your shareholders a favor, and if you buy it for $1.10, you are doing them no favor at all. Charlie.

Charlie Munger
Vice Chairman, Berkshire Hathaway

Well, I don't believe we've ever wanted to get the stock way over intrinsic value so that we can issue it to other people and get an advantage for ourselves and a disadvantage for them. I think the people that want the stock up very close to intrinsic value or higher really want egg in their beer. It's okay if it's a little below.

Warren Buffett
Chairman and CEO, Berkshire Hathaway

Yeah.

Charlie Munger
Vice Chairman, Berkshire Hathaway

We're not in the game of ballooning our stock up as high as we can get it so we can issue it more of a profit to ourselves. I think over the long term, our system will work pretty well, and I think the stock will eventually go above intrinsic value whether we like it or not.

Warren Buffett
Chairman and CEO, Berkshire Hathaway

Yeah. We really watched a lot over the years of certain managers attempting to get their stock to sell for way more than it was worth so they could use it to trade for other companies. That was all the rage in the late 1960s. One of the reasons that I wound up my partnership was that that activity was going on so much, and it affected all other values. It was really a game, and it was a game that some people played sort of halfway honestly, and other people really cheated like crazy because if you're trying to get your stock to be overpriced, you're very likely to cheat on your earnings and cheat on projections, cheat on everything. It works incidentally. It doesn't work indefinitely, but it works. Some companies whose names you know were to some extent built on that principle.

That's a game that we not only don't want to play, we really found it very distasteful because we saw a lot of these people in action. It comes in waves, and we don't want to come close to playing it. Unless I'm careful, Charlie will name names. We better move on to shareholders. Let's go to station number 2.

Speaker 11

Hi, Mr. Buffett.

Warren Buffett
Chairman and CEO, Berkshire Hathaway

Hi.

Speaker 11

Mr. Munger. My name is Masato Muso, and I'm from Los Angeles, California. Berkshire is known to buy and hold companies for many, many years. Earlier in your careers, that was not known, and typically acquisitions of other companies is very disruptive. Employees fear losing their jobs because of redundancy, and managers really have to think twice and be diligent about it. My question is, what do you do to gain the trust of founders or owners of the companies you have bought out in the past?

Warren Buffett
Chairman and CEO, Berkshire Hathaway

We've kept our word to them. Now, we have to be very careful about what we promise because we can't promise, for example, never to have a layoff in a business we buy because who knows what the world holds. We can promise that we won't sell their business, for example, if it turns out to be disappointing, as long as it doesn't run into the prospect of continuing losses or having significant labor problems. We are keeping certain businesses that you would not get a passing grade at business school on if you wrote down our reasons for keeping them. The reason is we made a promise, and we not only make the promise, we put it in the back of the annual report now, we've done it for 30 years or so, where we list the economic principles.

We put it there because we believe it, but we put it there also so that the managers who sell us their business, the owners who sell us their business know they can count on it. If we behave differently, the word would get around, and it should get around. We can make promises. We can't make promises we'll never change employment. We can't even make a promise that we'll keep a business forever. But we can promise what we do promise, which is that if it turns out to be somewhat disappointing on earnings but does not promise unending losses, or if we have labor problems, we can keep that promise, and we have kept that promise. We've only had to get rid of a few businesses, including our original textile business. We promise the managers that they are going to continue to run their businesses.

Believe me, if we didn't do it, the word would get around on that very quickly. But we've been doing it now for 49 years, and we have put ourselves in a class that is hard for other people to compete with if that's important to the seller of a business. A private equity firm is going to be totally unimpressed by what's in the back of our annual report. They don't care. And there's nothing wrong with that. That's their business. But for somebody that's built up their company over 20 or 30 or 40 years, and maybe their father or grandfather built it up even before that, some of those people care about where their businesses go. They're very rich.

They've accomplished all kinds of things in life, and they don't want to build up something which somebody else tears apart very quickly because they're handing it over to a few MBAs who want to show their stuff. So we do have a unique or close to a unique asset at Berkshire, and as long as we behave properly, we will maintain that asset and really no one else will have much luck in competing with us. It doesn't solve all problems, and frankly, it's the way we want to operate anyway. So we're comfortable with it. The sellers that do come to us, that care about their businesses, are comfortable with it, and I think it'll continue to work well. Charlie?

Charlie Munger
Vice Chairman, Berkshire Hathaway

Well, obviously we behave the way we do because we like doing it. Number two, it's worked pretty well, and we're unlikely to stop.

Warren Buffett
Chairman and CEO, Berkshire Hathaway

Okay. You can tell he doesn't get paid by the word. Andrew?

Andrew Ross Sorkin
Columnist, The New York Times

Warren, this is a tough corporate governance question. I probably received about a dozen of them this week, some polite and some less polite.

Warren Buffett
Chairman and CEO, Berkshire Hathaway

Use one of the polite ones.

Andrew Ross Sorkin
Columnist, The New York Times

This is probably one of the more polite ones. Your son Howard serves on the board of Coke and voted to support its CEO pay package proposal, which you have said was excessive and you were against. You have said Howard will become non-executive chairman of Berkshire after you step down as its, quote, "protector of culture," to uphold the morals that you and we all hold so dear. Given his role in the Coke vote, how can we count on Howard to defend the culture of Berkshire and ensure that the future management of Berkshire does not benefit at the expense of its shareholders?

Warren Buffett
Chairman and CEO, Berkshire Hathaway

Well, I think, as I mentioned in at least one interview, I voted for I'm not referring to Coke here necessarily, but as a director of various companies, I not only voted for comp plans that were far from what I would have come up myself, but I voted for acquisitions that I didn't think made much sense. I voted against a few, and they attracted a lot of attention. They were big ones where I thought it really made a difference. The nature, and this is something worth exploring generally, because the nature of boards is such that they're part business organizations and part social organizations, and people behave, in some ways, with their business brain, and they behave, to some extent, with their social brain.

I would say, and I said this, that in 55 years of being on corporate boards, and 19 companies aside from Berkshire, I don't think I've ever seen a comp committee report come in and get a dissenting vote. The social reason for that is that the board organizes itself in a way whereby certain activities are delegated to a smaller portion of the board, one being a compensation committee, and that committee presumably meets for a few hours or the day before the meeting or maybe in the morning of the meeting. Then they go into a board meeting, and the comp committee reports on its activities, and you've delegated that activity as a board member to that group. It's almost unheard of to question it. I'm not saying that maybe it shouldn't be questioned, I'm just saying that that is the way it works.

Bear in mind that the so-called independent directors on such a board are probably receiving maybe $200,000 a year, maybe $300,000 a year. Believe me, they are not independent. They're independent as measured by some standards, perhaps, of the SEC, but how would you feel about having a job that required you to go to work four or six times a year, pleasant company, certain amount of prestige attached with it, and on top of it, you get paid maybe $300,000 a year, and you kind of hope to get another job like that? That is not independence. You get a group coming in like that from the comp committee. In those 19 boards, I was put on the comp committee exactly once. Charlie might be able to tell you exactly what the result was that time. They do not look for Dobermans.

They look for Cocker Spaniels, then they make sure that the tails are wagging. Don't condemn it too much because you and I are doing similar things in other parts of our lives. The social dynamics are important in board actions. My son, Howard, in fact, my other two children as well, if they were involved, they would have a dedication and do have a dedication to the culture of Berkshire, which is clearly defined. It's one of the reasons I want it clearly defined, and it's reinforced by the behavior, and it's reinforced by results. Incidentally, their job would not be to set the compensation. The non-executive board chairman is not there to select the compensation of the CEO or others. He's not there to select the CEO.

He is there to facilitate a change if the board of directors decides a change is needed, that can be important. Very, very, very unlikely to be important in the case of Berkshire, but it's a nice little extra safety valve. It's Howie's the perfect guy to carry that out. Like I say, I voted for comp plans at various places, including way back at Coke that were far from what I would have designed myself. The ones I designed myself would have worked, but that is the way boards work. I was made chairman of one comp committee, Charlie can tell you a little bit about that.

Charlie Munger
Vice Chairman, Berkshire Hathaway

Yeah. Warren was totally voted down at Salomon Inc. In fact, people acted like, "What the hell is he doing? How could he be disapproving compensation on Wall Street?" I think the general idea that a person should just shout disapproval all day long of everything he disapproves of is very suspect. In the world in which we inhabit, people accomplish more if they pick their spots for public disapproval. Knowing both Howie and Warren Buffett, I don't think you have to worry that they're going to go crazy or be soft and foolish just because they don't shout all the time about everything they disapprove of. If we all did that, we wouldn't be able to hear each other.

Warren Buffett
Chairman and CEO, Berkshire Hathaway

Yeah. Yeah, if you're in any social organization, you keep belching at the dinner table, you'll be eating in the kitchen before very long. People won't pay any attention to you. You not only have to pick your spots, you have to pick how you do it. Charlie gives the marital advice around here, as you noticed in the movie, it's not even a bad thought to keep in mind in marriage, in terms of attempting to change the behavior of others, which is you'll have a very limited ability to do in any event. It's not helped by shouting a lot.

Charlie Munger
Vice Chairman, Berkshire Hathaway

I offend more people than you do, I'm quite satisfied with your level of disapproval.

Warren Buffett
Chairman and CEO, Berkshire Hathaway

Okay, Greggory Warren of Morningstar. Greg, welcome.

Greggory Warren
Senior Equity Analyst, Morningstar

Thank you. Warren and Charlie, on behalf of Morningstar, I want to thank you for having us on the panel this year. I may not be an accredited bear, but hopefully I ask probing questions that add value for shareholders. My first question relates to the measurement of management performance. For Morningstar, the ultimate measure of success is not just whether or not a firm can earn more than its cost of capital, but whether or not it can do so for an extended period of time. Berkshire has historically done a good job of generating outsized returns, but as you've noted in the past, the sheer size of the firm's operations, which continue to grow, will ultimately limit the returns that Berkshire can generate. With that in mind, what do you believe Berkshire's cost of capital is?

How much do you think that this hurdle rate has increased as you've acquired more capital-intensive, debt-heavy firms? How much confidence do you have that future capital allocators at Berkshire will be able to generate returns in excess of the firm's cost of capital, acknowledging, of course, the fact that Berkshire's days of outsized returns are most likely behind it?

Warren Buffett
Chairman and CEO, Berkshire Hathaway

Yeah. Well, there's no question that size is an anchor to performance, and we intend to prove that up to the point where it starts really biting. We cannot earn the returns on capital with a market cap of $300-plus billion. It just isn't doable. Archimedes, he said he could move the world if he had a long enough lever, didn't he, or something like that, Charlie?

Charlie Munger
Vice Chairman, Berkshire Hathaway

He did.

Warren Buffett
Chairman and CEO, Berkshire Hathaway

Well, I wish I had his lever because we don't have that lever at Berkshire. Well, we'll answer two questions there. In terms of cost of capital, Charlie and I always figure that our cost of capital is what can be produced by our second-best idea, then our best idea has to exceed that. I've listened to so many nonsensical cost of capital discussions that

Charlie Munger
Vice Chairman, Berkshire Hathaway

I've never heard an intelligent one.

Warren Buffett
Chairman and CEO, Berkshire Hathaway

Yeah. It's really true. That's another thing. I've been on boards, the CFO comes in and explains why we're doing this, it always gets down to it exceeds our cost of capital, he doesn't know what the hell his cost of capital is, I don't know. I don't embarrass him. I just sit there and listen to the stuff and apply my own thing and then still end up voting for it probably if I don't like it, although there have been a few exceptions to that. The real test over time is whether the capital we retain produces more than a dollar of market value as we go along.

If we keep putting billions in and those billions in effect are worth in terms of present value terms, in terms of what they add to the value of the business, more than what we're putting in, we'll keep doing it. We bought a company the day before yesterday, I guess it was, and we are spending close to $3 billion U.S. It's a Canadian company. We think we will be better off financially because we did that, and we thought it was the best thing that we could do with the $3 billion on that day. Those are the yardsticks that we have. What I do know is that I've never seen a CEO who wanted to do a deal where the CFO didn't come in and say it exceeded the cost of capital.

It's a game as far as we're concerned, and we think we can evaluate businesses, and we know the capital we have available. We have things that we can sell to buy, not businesses, but marketable securities. We can sell them, buy businesses if we like. We are constantly measuring that opportunity cost that Charlie talked about in the movie. It's an important subject, and one that I think has had more nonsense written about it than about anything. I'll turn it over to Charlie to go further.

Charlie Munger
Vice Chairman, Berkshire Hathaway

Well, a phrase like cost of capital, which means different things to different people, and often means silly things to people who teach in business schools. We just don't use it. Warren's definition of behaving in a corporation so that every dollar retained tends to create more than a dollar of market value for the shareholders is probably the best way of describing cost of capital. That is not what they mean in business schools. The answer's perfectly simple. We're right, and they're wrong.

Warren Buffett
Chairman and CEO, Berkshire Hathaway

I look good compared to him, don't I? Okay, station 3.

Speaker 11

Good morning. My name is Jonathan Fite, and I'm from Denton, Texas, just up the road from the new Nebraska Furniture Mart. It's going to be located in The Colony. My question relates to your original acquisition of that business from the Blumkin family in 1983. Based on the data you provided in this year's annual report, it appears you were able to purchase this business for roughly 85% of book value or roughly two times earnings. Can you comment on the factors or the environment in Omaha that enabled you to purchase this wonderful business for such a wonderful price?

Warren Buffett
Chairman and CEO, Berkshire Hathaway

Well, I wish we had bought it that cheap, Jonathan. We paid at the time, as I remember, probably 11 or 12 times after-tax earnings. It was not a discount from book value. I'm not sure where those numbers got. Well, we bought 80% of the company. It was bought on the basis, as I remember, of $60 million of purchase price. Actually, there was a second transaction involved in it. $60 million was 100% value. We ended up with 80%. The $60 million would have been more than book at the time, not way more, but more than book. It would have been a multiple of 11 or 12 times earnings. Sales were about $100 million. Pre-tax margins were in the 7% range, so it was about $7 million pre-tax, and four and a half probably after tax. That's ballpark.

It was not a bargain purchase. It was a great business. It was a wonderful opportunity to join as fine a family as I've ever met. Incidentally, there was another company, I believe from Germany, that was trying to buy it at the time. Believe it or not, Erskine Bowles of Simpson-Bowles was representing them, my friend Erskine. I didn't know this at the time. Then I went out on my birthday, August 30th, 1983, and had that contract, which is in the annual report, and I gave it to Mrs. B. She didn't read, but Louie, her son, told her what was in it, and I never asked her for an audit. I just asked her if she owed any money, and I asked her if she owned the building. She said yes.

We made the deal, but it was not a bargain purchase. Now, if you want to talk about bargain purchases, we should talk about going out to the Nebraska Furniture Mart. So far in the days of this annual meeting, our sales, which were a record $40 million for the week last year, I think they're up about 7% now, and last year, of course, was a record. On Tuesday, which was the first day, we did $7.8 million. Berkshire owns the largest home furnishing store in Sacramento, California. We own the largest one in Boise, Idaho. We own the largest one in Salt Lake City. We own the largest one in Las Vegas, largest one in Reno.

Our sales at the Furniture Mart on Tuesday were larger than the monthly sales of any one of those stores I've just named being the largest ones in places like Sacramento. It is a remarkable organization. The good news is there's still time for you to avail yourself of those prices. I would like to put in a plug for the Dallas store. I was down there a week ago, and it's a plot of land like you wouldn't believe. It's a store like you wouldn't believe. It is 1,800,000 sq ft under one roof, over 40 acres. It will do more volume, I predict, than any other home furnishing store in the world. I wouldn't be surprised if I could add to that by a factor of at least two. It's a remarkable store.

I toured around it, and we're putting in streets, we're site preparation, utilities, racking, all these things. This wonderful woman, Michelle, who showed me around, and the Blumkins later told me that she had started work for Nebraska Furniture Mart as a cashier, and she is in charge of this many hundreds of millions of dollar project. It's a good thing about America. At the end of the tour, she'd had this number 2 person walking around with us, who she was explaining some things to us, too. I learned at the end of the tour that number 2 was Michelle's husband. Interesting pillow talk. "How many cubic yards did you move today, honey?" Okay, Carol.

Carol Loomis
Journalist, Fortune Magazine

This question comes from Jason Rothman of Oklahoma City, who was the first shareholder to ask a question that subsequently was framed by a number of other shareholders as well. In my mailbox, this was the most popular question asked. Mr. Buffett, you state in your annual letter to shareholders that in your will you have given instructions to the trustee, who will be acting for your wife's benefit, to put 10% of the cash given her in short-term government bonds and 90% in a very low-cost S&P 500 index fund. My question is why are you advising the trustee to put 90% of the cash into an S&P 500 index fund instead of into Berkshire shares?

Warren Buffett
Chairman and CEO, Berkshire Hathaway

No.

Carol Loomis
Journalist, Fortune Magazine

This might imply that you expect the index fund to outperform Berkshire in the future when the company is run by a new CEO and Chairman. Please clarify.

Warren Buffett
Chairman and CEO, Berkshire Hathaway

I'll be glad to clarify. That letter didn't come from Vanguard by any chance, did it? When I die, incidentally, all of the Berkshire shares I have at that point will go to five different foundations. Every single share. There are no shares that have not been designated mentally to charity. A good many have been designated specifically in numbers and all of that. They will be distributed over the 10 years after my estate is closed, so figure over 12 years. I tell the trustees that will be holding these shares, "Don't sell any Berkshire shares until they have to be sold." My views on Berkshire, at least through 12 years after my death, are as bullish as anybody could possibly come up with.

Incidentally, without those kind of instructions, anybody would say, "You're crazy to keep many, many billions of dollars all in one stock." I can't think of anything better to do it over those 12 years. In terms of my wife's situation, that is not a question of maximizing capital. It's just a question of total 100% peace of mind on something that cannot get a bad result. Like I said, there's way more money for her than she'll ever use. As a matter of fact, those of you who know her may feel that I've added about three zeros too many. It is not designed for her to get even larger amounts of capital, and there'll be loads of capital left over on that part of it.

On the part that I care about maximizing, I have instructed the three trustees to not sell a single share until it has to be sold. That's good for 12 years after I die as to my best advice as to what I want them to hold. Charlie?

Charlie Munger
Vice Chairman, Berkshire Hathaway

Well, Warren is a little peculiar in the way he distributes money in the family, and I think he's entitled to do what he damn pleases.

Warren Buffett
Chairman and CEO, Berkshire Hathaway

Speaking-

Charlie Munger
Vice Chairman, Berkshire Hathaway

Do I hear my children applauding? I've never had this feeling I had to starve the family down to a few trifles. Warren really, and Susie, when she was alive, was the same way. He really is a meritocrat. He's really quite extreme in wanting to let most of his money go back to the civilization in which it was earned. I like being associated with it.

Carol Loomis
Journalist, Fortune Magazine

Oh.

Warren Buffett
Chairman and CEO, Berkshire Hathaway

Jonathan?

Jonathan Brandt
Analyst, Ruane, Cunniff & Goldfarb

The BNSF has done very well since Berkshire acquired it in 2010, but its western competitor, the Union Pacific, has actually grown its earnings more. At the moment, the UP seems to be operating more smoothly for its customers. Could you shed some light on the service challenges Burlington has experienced recently and perhaps discuss any differences between the two railroads in end markets, geography, and strategy that may have led to the divergent result? Would it be fair to say that in trying to aggressively sign up new business volume last year, that the railroad did not allow for a sufficient margin of safety in terms of what its capacity could handle should there be a harsher than normal winter or other adverse circumstances?

Warren Buffett
Chairman and CEO, Berkshire Hathaway

Yeah. We've handled more volume actually than in the past, in 2006, we had a peak of 219,000 car loads. That was in the late fall. There's no question that we've had a lot of service problems, particularly on our northern route. We have been spending more money than Union Pacific, and they spend a lot, in terms of attempting to anticipate the kind of problems that can occur when you get a big increase in volume on that one route, particularly from the boom in the Bakken Shale. We've got a lot of unit trains that are running over those lines that weren't running five years ago. I've got Matt Rose here, I think somewhere in the front, and he might address some of the problems of cold weather.

There were a lot of days where it was 15 below or worse, and in terms of sending people out to work on problems under those circumstances, it can be life-threatening. Matt, do you have a Oh, there he is. Okay. Could you shine a light down on him please too? He's right here in the front.

Matthew K. Rose
Executive Chairman, BNSF Railway

Warren, last year, the industry grew at about 820,000 units. BNSF handled 53% of all those units. It's not what we wanted to take or what we didn't want to take. Quite frankly, it's the geographic nature of our franchise, and the oil came a lot faster than we were expecting, and we've been spending money at a rapid clip to try and build into it. The second issue was, I had previously, prior to this past year, been in the CEO role for 13 years, and I have never seen a winter weather like that. We had 83 inches of snow in Chicago. We had multiple days, over 30 days, where it didn't get to zero in the Minnesota area. We know this is an outdoor sport. We get it on the weather.

Quite frankly, when we get to about zero to 10 degrees below, things just don't work. The weather's getting better. Last week, we handled 206,000 units. No other railroad has ever handled 205,000 units. The railroad's coming back, and we're making the significant investments to be able to handle all the businesses out there.

Warren Buffett
Chairman and CEO, Berkshire Hathaway

Thanks, Matt. We will spend $5 billion on the railroad this year. No railroad's ever spent that kind of money or even very close to it. I got a letter from a fellow in North Dakota, and they were having a problem getting fertilizer, and I called and talked to him, but I sent it down to Matt. We've now put on, I think we're going to have 52 unit trains of fertilizer, and they will get there in time for the planting. That's important. We take it seriously, but cold in winter or floods in the summer, we're now really functioning a lot better, and our earnings will be, in my view, very likely to be a lot better. The thing that could disrupt that is if for some reason you had incredible floods.

You're dealing with 22,000 miles of track, and if you get weak links, one of which always for all four big railroads is Chicago, because that's where things get interchanged, and that's where a lot of bottlenecks have been this year, and that's where weather was tough as well. You're right, John, in the comparative financials in recent months. Believe me, Matt's paying a lot of attention to them, and Carl's paying a lot of attention to them, and I even pay a little attention to them. I have a feeling that they will be getting better over the remainder of the year. Okay, station four.

Speaker 11

Raziel Kerkov. I'm from Omaha, Nebraska. My question relates to our company's use of natural gas to generate electricity. This past winter, natural gas and storage has declined substantially. In the future, how do our companies assure that they have an adequate supply of natural gas to generate electricity? If the price of natural gas increases in multiples, how do our companies assure that they can sell the electricity at a satisfactory return on investment? Thank you.

Warren Buffett
Chairman and CEO, Berkshire Hathaway

Yeah. I'm going to ask Greg Abel to be more specific on this. We are the largest generator using alternative sources, I think, in the country. I think by the end of 2015, we will be capable of producing 40% of our needs in Iowa through wind, which will be unlike any other company you can find in the country. I think I'll have Greg answer the specifics of any natural gas-dependent generating units we have. I'm not worried about that thing, about what you raised, but Greg would know a lot more about the mix on natural gas and the opportunity to shift to coal and Exactly the profile of the generating capacity. Greg? Let's get a light down on it if you can.

Greg Abel
Chairman and CEO, Berkshire Hathaway Energy

I think it's Okay, there it is.

Warren Buffett
Chairman and CEO, Berkshire Hathaway

Yeah, there we go.

Greg Abel
Chairman and CEO, Berkshire Hathaway Energy

Yeah. Sorry. Like Matt touched on, obviously, we had a very cold winter in the Midwest. Our systems, for the first time, were challenged in a significant way, but very proud of how the resources were managed. If you look at the question around natural gas and specifically the gas availability, there was substantial gas available to be utilized both to heat homes and produce the energy because ultimately we're worried about both the keeping the furnaces on and equally keeping the lights on. When you looked at the balance of supply, there was the gas there. Clearly, we have to continue to look at the unique situation as we continue to move towards using more gas in the U.S. Warren touched on an important point.

This past year, as he highlighted 2015, if you look at just what we produced on the renewable side in Iowa, that was 39% renewable, i.e., wind, and that'll only get larger. As we continue to manage these multiple resources, there's clearly a way to meet the needs of our customers, and we're meeting it in an extremely cost-effective fashion. I'd also highlight that when you think through the cost recovery side of it, we've got very unique mechanisms within our utilities. When the underlying cost of gas goes up, where we have to purchase more than we had anticipated, we've got clear pass-throughs back to our customers, and we've negotiated those across each of our states. We're well positioned to service our customers long term and equally protect the fundamental financials of the underlying businesses.

Warren Buffett
Chairman and CEO, Berkshire Hathaway

Thank you. The company that Greg runs has many subsidiaries in. Our gas pipeline subsidiaries move about 8% of the gas in the U.S., I think you said you were from Omaha. The gas that comes into this area comes through a pipeline that we own, and we just renamed the company to Berkshire Hathaway Energy from MidAmerican Energy. We changed it to Berkshire Hathaway Energy. It's a point of some pride to us that that company, Northern Natural Gas, which originally came from Omaha, when we bought that from Enron a decade or so ago, actually Dynegy had it in between, its origin then was Enron. They'd skimped on maintenance, done all kinds of things, and it was ranked number 42 out of the 42 ranked pipelines in the U.S. at that time. Last year it was ranked number 1.

It went from last to first under Greg's management, and I tip my hat to him. Number 2 was our other pipeline, Kern Pipeline. We're running 1, 2 at the moment. Becky?

Becky Quick
Co-Anchor, Squawk Box, CNBC

This question comes from Fred Ironmen in Richmond, Virginia, and it's addressed to you, Warren. He says that during the past several years, much has been written and many have speculated about your successor. I shall not even go down that path as it would cause you to repeat yourself. However, has there been any discussion at your board meetings about a replacement for your partner, longtime friend, and co-chairman Charlie Munger? Has it been determined Berkshire will continue to be led by a similar dynamic duo? Two magnificent investor minds, each providing a unique point of view, have been a major reason the business has performed magnificently over the decades and has delighted the shareholders.

Warren Buffett
Chairman and CEO, Berkshire Hathaway

Well, Charlie, he's my canary in the coal mine. Charlie turned 90, and I find it very encouraging how well he's handling middle age. I hope to be able to do the same thing myself. You raised a point which I hadn't thought about, I'm a little sensitive now that you raised it. They always talk about replacing me, but they never talk about replacing Charlie. I think it's very likely, incidentally, that whoever replaces me as CEO probably has over the years certainly, they'll never be able to develop another Charlie, but they'll develop somebody that they work with very closely. It's a great way to operate. Berkshire is better off because the two of us have worked together than if either one of us had been working individually. There's no question about that.

I do think we saw it with Roberto Goizueta and Don Keough at Coke. We saw it with Tom Murphy and Dan Burke at Capital Cities. These were magnificent companies. I think that in both cases that I just named, I think that they accomplished far more because they had two incredible people running them who admired and worked well with the other, and they were complementary in terms of the talents they brought in many ways. It's a great way to operate. You can't will it to somebody, but I would be very surprised if a few years after my successor takes over, or maybe sooner, that there isn't some relationship or partnership that enhances the CEOs, not only achievements, but the fun they have.

So far, nobody's brought up in the meeting any successor to Charlie, and frankly, I have a lot of trouble thinking of anybody that could be a successor to Charlie. Charlie, do you want to comment? I got to give you a chance.

Charlie Munger
Vice Chairman, Berkshire Hathaway

I don't think the world has much to worry about. Most 90-year-old men are gone soon enough.

Warren Buffett
Chairman and CEO, Berkshire Hathaway

The canary has spoken. Okay. Jay?

Jay Gelb
Analyst, Barclays

I have a question on succession planning as well. Matt Rose recently shifted his role from CEO of the Burlington Northern unit to Executive Chairman of Burlington. Does this change affect who will be the next CEO of Berkshire, and what is the succession plan for Ajit Jain at Berkshire's reinsurance unit?

Warren Buffett
Chairman and CEO, Berkshire Hathaway

The only succession for Ajit would be reincarnation. We will not get another Ajit, but fortunately, we won't have to for a very long time. The situation with Matt, which was at Matt's suggestion, was designed to fit specifically the succession situation at BNSF and the wishes of certain people. It doesn't have any implications for Berkshire. I have letters from every one of our managers I keep these, and these are private, I don't share these with the board even, telling me what I should do if something happens to them tonight. I have their ideas. In some cases, they talk about more than one person. In some cases, they tell me the strengths and weaknesses of the people.

I would not try to make any judgments about the succession plans at the parent company from what is done in terms of succession planning at any of the subsidiaries. Charlie?

Charlie Munger
Vice Chairman, Berkshire Hathaway

I always say I'm not the least bit worried about it. I wish my main problem in life was the fear about succession problems at Berkshire. I think we're in very good shape.

Warren Buffett
Chairman and CEO, Berkshire Hathaway

Station 5.

Speaker 11

I am Bill Melby from Northfield, Minnesota. At the 2009 annual meeting, Mr. Buffett, you said that if you were required to invest your total net worth in one company, that that company would be Wells Fargo. In 2014, I ask the same question. If you were required to invest your total net worth in one company, what would that be?

Warren Buffett
Chairman and CEO, Berkshire Hathaway

When the question was asked in 2009, did you exclude Berkshire? Because I think I would've answered Berkshire, but I wouldn't quarrel with Wells Fargo as a marketable security outside of Berkshire at that time. Well, I guess he's checking his notes on.

Speaker 11

The question is, other than Berkshire-

Warren Buffett
Chairman and CEO, Berkshire Hathaway

Oh, other than Berkshire.

Speaker 11

What would you invest in today?

Warren Buffett
Chairman and CEO, Berkshire Hathaway

Yeah. Well, it's a great question, but it's not going to get an answer. Charlie, do you want to answer it?

Charlie Munger
Vice Chairman, Berkshire Hathaway

No, no. I think you've given exactly the right answer.

Warren Buffett
Chairman and CEO, Berkshire Hathaway

Yeah. Well, I'm sorry to disappoint you, but we've disappointed others when they've asked that question. Okay, Andrew.

Andrew Ross Sorkin
Columnist, The New York Times

Thank you, Warren. This question comes from Dave Hitchy from Auburn. It's a long question. He says, "As a shareholder for about a dozen corporations in addition to Berkshire, I always see a number of proxy statements each year. In all except Berkshire, the summary compensation table has the compensation listed for at least five or more of the highest-paid executives. Berkshire lists three, Warren, Charlie, and Mark. I assume that since Berkshire is a holding company structure, that's the way it is. I think it would be instructive to include at least two of the highest-paid executives from the wholly owned subsidiaries in the summary table, Ajit, Tony, or Greg, or Matt, to give the shareholders, your partners, a sense of how Berkshire compensates its strongest and highest-paid leaders as other companies do.

This would be particularly valuable since two-thirds of the current listees, Warren and Charlie, only receive nominal salaries of $100,000 per year, a figure that is vastly below the value they bring to the company. Would you, in the spirit of transparency, be willing to add at least two of the highest-paid subsidiary officers in the table in future years? How much do you think the next CEO of Berkshire should be paid?

Warren Buffett
Chairman and CEO, Berkshire Hathaway

Well, the answer to the last is he certainly will be entitled to get paid a lot, their decision as to how much they accept is another question. I'm going to write about that very end question next year in the annual report because it has a lot of interesting ramifications. We obviously are following the SEC rules, which I can't recite in terms of the officers required to be in the proxy statement as to their pay. Andrew, in my sporting mood, I would say that Comcast probably has some people in the employ that make a lot more money. Not at CNBC, but that would exceed the salaries of the people that they list in the proxy statement as well.

There's a real question as to whether it's in the interest of the shareholders of the company to start listing how much the person who's the anchor of the nightly news or whomever it might be gets paid, because it might have a very negative effect in terms of negotiating salaries with other people within the organization. I would say the shareholders of Comcast would be hurt, actually, if you published the five highest salaries paid at the subsidiaries or at Comcast itself. Certainly, if you carried it to every subsidiary there was, if you were to publish the five highest salaries at CNBC, I don't think the salaries overall would go down the following year. I think that's a good reason for us not publishing the salaries of, say, our top 10 managers of the company.

At Salomon, we mentioned that a little earlier, virtually everybody was dissatisfied with what they were getting paid, and they were getting paid enormous amounts of money. They were disappointed, not because of the absolute amount. They were disappointed because they looked at somebody else in the place, and it drove them crazy. As a matter of fact, the first big crisis we had in compensation was when the management made what was regarded as a secret deal with the arb group, as I remember, whereby John Meriwether and his crew got paid a lot of money, which I would argue they earned. I think they deserved it. As soon as that happened, it made compensation, which had always been a terrible problem, an even greater problem because of the jealousy that broke out among the people that weren't in John Meriwether's group.

I think it's very seldom that publishing compensation accomplishes much for the shareholders. In fact, you can argue that much of what's gone on in corporate America. I would put it this way. Corporate CEOs, as a group, would be being paid a lot less money if proxy statements hadn't revealed how much other people were getting paid. It is only human to look at a whole bunch of proxy statements and say, "Well, I'm worth more than that guy," and negotiate that way, and a comp committee is going to respond to that. American shareholders are paying a significant price for the fact that they get to look at that proxy statement every year and see how much those top five officers are earning. Charlie?

Charlie Munger
Vice Chairman, Berkshire Hathaway

In a spirit of transparency, you're asking for something that wouldn't be good for the shareholders, and it's not going to happen unless the SEC makes it happen. We're way better off without adding to the culture of envy in America.

Warren Buffett
Chairman and CEO, Berkshire Hathaway

There's no CEO that looks at other proxy statements and comes away thinking, "I should get paid less." Have we ever seen that?

Charlie Munger
Vice Chairman, Berkshire Hathaway

No.

Warren Buffett
Chairman and CEO, Berkshire Hathaway

We're not old enough.

Charlie Munger
Vice Chairman, Berkshire Hathaway

I would say that envy is doing the country a lot of harm, and our practices are envy dampeners.

Warren Buffett
Chairman and CEO, Berkshire Hathaway

Okay. Greg.

Greggory Warren
Senior Equity Analyst, Morningstar

Thank you. As you know, Berkshire's cash balances are an issue for some investors, especially with excess cash being in the $25 billion-$30 billion range the last couple of years, and Berkshire having a more difficult time than it has had historically reinvesting capital as quickly as it comes in. Although Berkshire did provide $3.5 billion of the $3.6 billion of cash that was used to acquire NV Energy last year, with MidAmerican funding the remainder with debt, was there something that kept Berkshire from providing all the capital for the acquisition, perhaps via intercompany debt?

On a separate note, can you provide us with some insight into the decision to allow MidAmerican to retain all of its earnings while Burlington Northern, which spent $3 billion on capital expenditures last year and is on pace to spend $5 billion this year, continues to pay a distribution to Berkshire, all while it takes on additional debt to help fund capital spending?

Warren Buffett
Chairman and CEO, Berkshire Hathaway

Yeah. MidAmerican, now renamed Berkshire Hathaway Energy, we'll call it BH Energy, will have multiple opportunities, I hope, and we've seen two of them in the last 12 months, to buy other businesses. As you noted, we spent a substantial amount of money on NV Energy, and then two days ago we agreed to buy transmission lines in Alberta. We hope we will, and so far we've been able to, come up with really large businesses to buy at BH Energy. At BNSF, we will spend a lot of money to have the best railroad possible, but we're not going to be buying other businesses. We distribute substantial money out of BNSF, and we will continue to do so because it'll earn substantial money, and it can easily handle the debt.

that it has and will incur, whereas at Berkshire Hathaway Energy, we have pretty much the appropriate level of debt at both the subsidiary and the parent company level. As we buy things, we need not only the retained earnings that we have, but occasionally we need some money from the shareholders. There are three shareholders of BH Energy. Berkshire owns 90%, and then Greg and Walter Scott have the balance. If we make a large acquisition, and we need a little more equity, we will have a pro rata subscription, which the other two shareholders are welcome to participate in, but if they decided not to, it wouldn't hurt them. They'd still have an improvement in the value of their shares. Those two companies are quite different that way.

I hope that more possible deals for Berkshire Hathaway Energy come along, and I think they will. We may invest many, many, many billions there. We will invest billions at the railroad, but it'll all be to improve the railroad. It won't be to buy additional businesses. Far this year, if you think about it, counting yesterday, now two of these deals started last year, but we've spent $5 billion on acquisitions, roughly. Of course, in the first quarter, we spent another $2.8 billion on property, plant, and equipment. We are finding things to do that tend to sop up the cash. We always will have $20 billion around Berkshire. We will never be dependent on the kindness of strangers. It didn't work that well for Blanche DuBois either, but in any event. We don't count on bank lines. We don't count on anything.

There will be some time in the next 100 years, and it may be tomorrow, and it may be 100 years from now, and nobody knows, where we cannot depend on anybody else to keep our own strength and to maintain our operations. We've spent too long building Berkshire to have that one moment destroy us. We lent money, as you probably know, to Harley-Davidson at 15%, and we lent it at a time when short-term rates were probably a half a percent. Well, Harley-Davidson is a fine company, but it, like Goldman Sachs and General Electric and a bunch of other companies, among them Tiffany's, when you need cash, it's the only thing you need, and it's because other people aren't coming up with it.

I've always said that available cash or credit is a lot like oxygen, that you don't notice the lack of it 99.9% of the time. If it's absent, it's the only thing you notice, and we don't want to be in that position. We will keep $20 billion. We will never go to sleep at night worrying about any event that's taken place that could hurt our ability to keep playing our game. Above $20 billion, we'll try to find ways to invest it intelligently, and so far we've generally done it. We've always had something above that, but we've spent a fair amount of money so far this year. We'll probably spend more later in the year. So far I feel we can get the cash out at reasonable returns. We never feel a compulsion to use it, though, just because it's there. Charlie?

Charlie Munger
Vice Chairman, Berkshire Hathaway

Well, I think we're very lucky to have these businesses that can employ a lot of new capital at very respectable rates. Earlier in the history of Berkshire, we didn't have such automatic opportunities, and now that we're so affluent, we really are way better off having these opportunities. It's a blessing. Who would want to get rid of MidAmerican and the Burlington Northern Railroad? Nobody in his right mind. We love the opportunity to invest more capital intelligently in a world where short-term interest rates are half a percent or lower.

Warren Buffett
Chairman and CEO, Berkshire Hathaway

We love the opportunity to go in with 3G and Heinz.

Charlie Munger
Vice Chairman, Berkshire Hathaway

Yeah

Warren Buffett
Chairman and CEO, Berkshire Hathaway

We employ significant capital. We'll get the chances to use capital. Eventually, compound interest will catch up with us, and it's certainly dampened things, but it hasn't delivered its final blow yet. Station six.

Speaker 11

Hi, Warren, Charlie. John Norwood from West Des Moines, Iowa. Thank you so much for the annual meetings, and please don't move it to Dallas or some other place. I've got my system worked out here.

Warren Buffett
Chairman and CEO, Berkshire Hathaway

We won't.

Speaker 11

Thank you. Hey, two quick questions. One is allocation of capital and how you wrestle with the operating companies and how much cash comes up to the mothership versus the operating companies. You and Charlie, do you ever fight or argue, and any lessons over the years for how you manage your partnership of two? Thank you.

Warren Buffett
Chairman and CEO, Berkshire Hathaway

Charlie and I have never had an argument. We met when I was 29, he was 35. We're a little older now. In those years, 55 years, we've disagreed on a lot of things. It's just never led, and never will lead to an argument. We argue with other people, but it hasn't occurred. I called Charlie on the Coca-Cola vote, and said what the proxy statement said and everything, and said, "What do you think?" We thought alike. Sometimes we don't think alike, and we never go away in the least bit mad if we don't.

Charlie Munger
Vice Chairman, Berkshire Hathaway

Yeah, most of the time we think alike. That's one of the problems. If one of us misses it, the other is likely to too.

Warren Buffett
Chairman and CEO, Berkshire Hathaway

Yeah. I would say that, well, there's no question, if you look at the really bad mistakes we've made, I've made them. I'm probably a little more inclined toward action than Charlie. Would you say that's fair, Charlie, or?

Charlie Munger
Vice Chairman, Berkshire Hathaway

Well, you once called me the abominable no-man.

Warren Buffett
Chairman and CEO, Berkshire Hathaway

Now we've missed. What was the first part of the question?

Speaker 11

It's capital allocation. How do you decide how much cash comes up from the operating companies?

Warren Buffett
Chairman and CEO, Berkshire Hathaway

Yeah, that's.

Speaker 11

The mother ship.

Warren Buffett
Chairman and CEO, Berkshire Hathaway

Yeah, that's pretty simple in that we don't really care too much where that $20 billion minimum is. We don't count the money in a regulated well, in the energy business or the railroad. We really count the money that we could make a phone call and get. With interest rates at these levels, we sit around sometimes with, Every one of our companies, I would say, that it probably has more cash in it than if some other large conglomerate was running the place. They would probably have sweep accounts and all of that and we may get around to that at some point, but it just doesn't make that much difference because if we had it at the parent company, we'd have it out at five basis points, and if it's down at the subsidiary, it's probably getting five basis points.

It's not something we think about on a day-to-day or week-to-week or month-to-month basis. I know where the cash is, and I know when we're going to need cash, and I know what I'm thinking about doing or may possibly do in the next few months that maybe something's a 50/50 probability of happening. Anything I am committing to do, I know where the cash is coming from. It doesn't mean that we try to get it all in the parent company day by day or week by week like many companies do. We could change that procedure someday. Maybe a sweep account would make sense at some point, probably would. We're not big disciplinarians of our subsidiaries day by day.

We don't want them to feel that way and there's one company I'm thinking of where I've never been there, probably only talked to the fellow who runs it three or four times in 10 years. There's a lot of cash around. Every now and then he sends me some. If I really need it, I know where it is, and he'll give it to me. It doesn't really make much difference whether it's sitting there or whether it's sitting at Berkshire. I don't want to encourage to our managers of our other subsidiaries who are listening to this a new way of behaving. I sort of adapt to the companies, except when we really need the money and then I grab it. Charlie?

Charlie Munger
Vice Chairman, Berkshire Hathaway

That's just fine.

Warren Buffett
Chairman and CEO, Berkshire Hathaway

Carol?

Carol Loomis
Journalist, Fortune Magazine

This question comes from an astute fellow, named Richard Sercer of Tucson.

Warren Buffett
Chairman and CEO, Berkshire Hathaway

Oh

Carol Loomis
Journalist, Fortune Magazine

who spotted an opening and is going for it. It actually reminds me of a question that you, Warren, or Charlie could have thought up yourself. In an interview on April 23rd, 2014 about the Q&A session, Warren said, quote, "I hope we will get questions that probe at our weak points." My question is, what is our weak points, and what can be done to address them?

Warren Buffett
Chairman and CEO, Berkshire Hathaway

Well, that would spoil all the fun for the journalists. They're the ones who are supposed to look for the weak points. We point them out. I've just pointed out one. Probably, I would say if we'd executed a sweep account for all our subsidiaries some years ago, we would have a few more dollars than we have now. Who knows what they're doing with some of those balances. It wouldn't be because we do riskier things, but we are very disciplined in some ways, and by ordinary business standards, we're sloppy in other ways. Well, a clear weak point of mine would be I'm slow to make personnel changes. I like the managers we have and Charlie and I had a wonderful friend who couldn't have been a greater guy, and we were slow to make a change there.

We loved the guy, and it wasn't killing us in our business. How long would you say we went beyond where somebody else would have acted in that case, Charlie?

Charlie Munger
Vice Chairman, Berkshire Hathaway

Well, I don't know exactly, but the turning to the sweep account system reminds me of a friend I had when I was in the Air Corps, and he was a very skinny man. He decided to give blood, and they put the needle into his arm, and the blood stopped flowing. The nurse just started stripping his arm as though it were the udder of a cow. He got the impression that they were going to get that blood whether it took all he had, and he fainted. It was a very unpleasant occurrence. I don't think a sweep account is all that pleasant to sit there and just every little dollar comes in, somebody sweeps it away.

Warren Buffett
Chairman and CEO, Berkshire Hathaway

Charlie.

Charlie Munger
Vice Chairman, Berkshire Hathaway

I like the tone of our business.

Warren Buffett
Chairman and CEO, Berkshire Hathaway

Our managers are listening here. Don't give them that illustration to use when I ask for money.

Charlie Munger
Vice Chairman, Berkshire Hathaway

I've seen people subject to Teledyne and Litton, and those people swept every dime, every day, basically. It was a little more economic, but it created a tone in the company which I think is less desirable than ours.

Warren Buffett
Chairman and CEO, Berkshire Hathaway

We've waited too long on managers though, sometimes, Charlie.

Charlie Munger
Vice Chairman, Berkshire Hathaway

Well, sure. You and I participated in taking one man directly from an executive chair into an Alzheimer's home. There was no

Warren Buffett
Chairman and CEO, Berkshire Hathaway

You're hitting a sensitive subject here, Charlie.

Charlie Munger
Vice Chairman, Berkshire Hathaway

We'd arranged that he could do no harm, and we loved him well enough so that we just made it easy for him. I've never regretted it. Have you?

Warren Buffett
Chairman and CEO, Berkshire Hathaway

No, not at all. Not at all.

Charlie Munger
Vice Chairman, Berkshire Hathaway

I want to be pretty careful

Warren Buffett
Chairman and CEO, Berkshire Hathaway

We will be slow, there will be times when what you might call our lack of supervision over subsidiaries, we'll miss something. We think that giving our managers the degree of freedom that they enjoy will also accomplish a lot. Someone will come along someday and say, "If you'd had many more checks and oversight and all of that sort of thing," something will happen at Berkshire, they'll say, "That wouldn't have happened if you'd followed the procedure that some other company followed." They'll be right, what they won't be able to measure is how much on the positive side we have achieved with dozens and dozens of people because we gave them that same sort of leeway. We operate differently in terms of the level of control and supervision. We don't have a general counsel's office at Berkshire.

We don't have a human relations department at Berkshire, that would be almost unthinkable to other companies. We're not saying that's a 100% benefit in all ways, we think on balance, it's a benefit. When the downside of such a procedure shows up, people will say, "Well, you should have done it differently, you should have been spending lots of money all over the years and restricting the activities more of your subsidiary managers and so on." Our reaction will be that they are wrong, we will look bad in that individual case. Wouldn't you say that's true, Charlie?

Charlie Munger
Vice Chairman, Berkshire Hathaway

Yeah. By the standards of the rest of the world, we overtrust, and so far, our results have been way better because we were carefully selected people because they were going to be overtrusted. It's worked very well for us. I think a lot of places work better when they create a culture of deserved trust, and that's been our system. Some people regard that as a weakness. This modern accounting treatment, when everybody's measured on internal controls, I think it's going to do more harm than good.

Warren Buffett
Chairman and CEO, Berkshire Hathaway

Jonathan?

Jonathan Brandt
Analyst, Ruane, Cunniff & Goldfarb

See's Candies is obviously small in the context of Berkshire's currently expansive operations but has long been one of your favorite businesses. No wonder, given that its pre-tax profits grew consistently from less than $5 million in 1972 when Berkshire acquired it to $74 million in 1999. However, since 1999, profit growth appears to have stalled. Can you explain why See's was able to grow its profits through the '70s, '80s, and '90s, but not so far in this millennium? Did something change about the business, for instance, the growth and demand for boxed chocolates or its market position? Could you or Brad Kinstler discuss whether the relatively recent geographic expansion could help reignite See's growth? Thank you.

Warren Buffett
Chairman and CEO, Berkshire Hathaway

Yeah. The boxed chocolate business is basically not growing. If you go back 100 years, each city of any size was characterized by lots of candy shops. Chicago was a big leader. New York was a big leader. Believe it or not, the predecessor company to Pepsi-Cola was a company called Lofts that had the most candy shops in New York City. It was a candy shop company originally that a fellow that.

Charlie Munger
Vice Chairman, Berkshire Hathaway

Gough.

Warren Buffett
Chairman and CEO, Berkshire Hathaway

Yeah. What was it, Frank?

Charlie Munger
Vice Chairman, Berkshire Hathaway

Gough.

Warren Buffett
Chairman and CEO, Berkshire Hathaway

Yeah. He acquired Pepsi for a few thousand bucks, stuck it in Lofts, and the corporate name, if you go all the way back on Pepsi, is Lofts. There were loads of candy shops around every place, including in Omaha. Boxed chocolates have lost position dramatically. Primarily, I would guess to salted snacks of one sort or another. Various things. See's has done remarkably well, far better than any chocolate company in the country. Russell Stover did very well for a while with a different business model. They ran into their problems as well. We can't do much about increasing the size of the market, and we've tried a lot of ways, and we've tried moving out of our strong geography multiple times.

Charlie and I looked at what we were earning in California in the '70s and said to ourselves, "If we can do this in 50 states instead of one, we'll get very rich." We tried it, and we didn't get very rich. It doesn't travel that well.

Charlie Munger
Vice Chairman, Berkshire Hathaway

Well, sometimes it does and sometimes it doesn't, and you figure out whether it's going to work by trying it.

Warren Buffett
Chairman and CEO, Berkshire Hathaway

Yeah. We've tried it many times. So far, it's interesting. People in the East prefer dark chocolate two-thirds to one-third. In the West, they prefer milk chocolate two-thirds to one-third. They like miniatures in the East, they won't eat miniatures in the West. There's a lot of different things. In the end, there isn't a lot of boxed chocolates volume. We've done very well in See's. It not only has provided us with earnings that we've used to buy other businesses, we've added lots of earnings power through See's beyond the earning power we've added at See's. It opened my eyes to the power of brands and probably you could say that we made a lot of money in Coca-Cola, partly because we bought See's, or at least in my case, bought See's because I'd understood brands to some degree.

There's nothing like owning one and sort of seeing the possibilities with it as well as the limitations to educate yourself about things you might do in the future. In 1972, we bought See's, in 1988, we bought The Coca-Cola Company, and I wouldn't be at all surprised if we had not owned See's whether we would have owned The Coca-Cola Company later on. Charlie?

Charlie Munger
Vice Chairman, Berkshire Hathaway

Yeah, there's no question about the fact that its main contribution to Berkshire was ignorance removal. It's not the only big contributor to ignorance removal. If it weren't for the fact we were so good at removing our ignorance step by step, Berkshire would be practically nothing today. What we knew originally wasn't enough. We were pretty damn stupid when we bought See's. We were just barely smart enough to buy it. If there's any secret to Berkshire, it's the fact that we're pretty good at ignorance removal. The nice thing about that is we have a lot of ignorance left to remove.

Warren Buffett
Chairman and CEO, Berkshire Hathaway

Well, that's what happens when I call on him. Station seven.

Speaker 11

My name is Ben Ottenhof, and I'm from Washington, D.C. I was wondering if you could talk, I've read recently that the Bank of America investment, you changed it so they can now treat it as Tier 1 capital.

Warren Buffett
Chairman and CEO, Berkshire Hathaway

Right.

Speaker 11

Can you explain a little bit why you did that and what benefit, if any, there is to Berkshire shareholders? Also, does it give you any pause that they can't calculate their Tier 1 capital requirements properly?

Warren Buffett
Chairman and CEO, Berkshire Hathaway

It came about really a good many months ago that Brian Moynihan called me and asked me whether we would be willing to change our preferred stock, $5 billion of it, from a cumulative preferred to a non-cumulative preferred. Now, a non-cumulative preferred has certain defects, obviously, compared to a cumulative preferred as, for example, the preferred shareholders of Freddie Mac and Fannie Mae are finding out. Non-cumulative preferred, Benjamin Graham wrote about them in the 1934 edition of "Security Analysis." They're a terribly weak form of security. Partly because they are that weak form of security, they count different in capital with banks. Brian asked me to do that, then he said, "If you will do that," and this requires approval by their shareholders and everything.

He said, "If you'll do that, we would be willing to make your preferred non-callable for five years." Now, in a world of five basis point money, practically no returns, I was very willing to make that trade-off. They felt it was good for them, and I felt it was good for Berkshire. I get five years at Berkshire of non-call of a 6% preferred, which I can always use as payment for the warrants we have. I don't have a problem of being locked into it forever, into a non-cumulative preferred. The Bank of America gets the benefit of using it in their calculation of capital. That was all done before this, I mean, a long time ago, before the recent week ago or so when they had the miscalculation involving some structured notes of Merrill Lynch.

That error they made does not bother me. We work on our figures. We've got that 20,000-page plus tax return. We have 10-Ks, 10-Qs going in and out. You do the best you can, that error did not affect their GAAP reported numbers or anything of the sort, they wish they hadn't made it, they'll pay a penalty in the sense of their capital plan because they did make it. It doesn't change my feeling about the Bank of America or its management one iota. I do think that they were going to pay the dividend anyway. The probabilities that going to non-cumulative hurts us are very, very low, and the probability that making it non-callable for five years is a real plus to us.

It was an exchange I was happy to make, and I think that it was good for us and good for them. Charlie?

Charlie Munger
Vice Chairman, Berkshire Hathaway

I agree with you.

Warren Buffett
Chairman and CEO, Berkshire Hathaway

Okay. Becky.

Becky Quick
Co-Anchor, Squawk Box, CNBC

This question comes from Frank Robinson in Madison, and he asks, "10 years ago, NetJets was mentioned at the annual meeting each year as an exciting growth opportunity for Berkshire. Five years ago, there were some problems which seem to have been addressed since they're no longer mentioned. What are the current prospects for NetJets? Is it a substantial contributor to growth in revenue and earnings?

Warren Buffett
Chairman and CEO, Berkshire Hathaway

Yeah, it's not a big growth. It's a perfectly decent business. The number, it peaked in new unit volume more or less coincident with what happened in the stock market in 2007 and 2008. There were a fair number of people whose income was dependent on stock market behavior, particularly hedge fund managers, but a lot of others. They gave us quite a boom in sales. Not only did their demand fall off, but when their contracts ran out, and they tended to run out in like 2011 and 2012, a lot of them did not renew. Until the last, won't be totally accurate on this, but until the last six or eight months, net ownership in the U.S. was declining just slightly. That's turned around. Now net ownership is growing month by month. It is not a huge growth business at all.

It's a very large size business. We are probably 60-some% of the industry, and there's nobody remotely close as a second. We are the premier product. I don't see the market being double or triple the present size. We are going to China very soon, but that's a very, very long-range play. We are in Europe, and that still is declining a little bit in unit volume. Now, the flight hours have picked up a fair amount, so the owners are using the planes more in the last six months to a year. That fell off a lot in the 2007-2008 period. I would not characterize NetJets as a big growth opportunity, but I'm glad we own it, and I think it's a very satisfactory business. It is not one I would expect to see a whole lot of growth out of. Charlie?

Charlie Munger
Vice Chairman, Berkshire Hathaway

Well, I demonstrated my optimism by buying 25 more hours.

Warren Buffett
Chairman and CEO, Berkshire Hathaway

He was a tough sell, too, I got to tell you that. I can think of a few more comments, but I won't make them. Jay.

Jay Gelb
Analyst, Barclays

This question is on acquisitions. How large of an acquisition is Berkshire comfortable targeting currently? To what extent are Berkshire's major equity investments in Wells Fargo, Coke, American Express, and IBM realistically a potential source of funds for deals?

Warren Buffett
Chairman and CEO, Berkshire Hathaway

Well, they could be a source of funds, it's very unlikely they will be. Our goal is to buy really good businesses and big businesses businesses where we like the management and businesses that we think we can grow over time. Berkshire is about building earning power. When we buy, as we did a day or two ago, agreed to buy that transmission line in Alberta, I'm looking at trying to add earning power to Berkshire. We try to do that every day or every week or every month, we don't get opportunities that often. If the opportunities were large enough and we needed to raise some money, we can dip into a huge reservoir of securities and still have huge investments thereafter. It hasn't come to that.

When we've got $40-some billion of capital or cash, I'm willing to take it down to $20 billion, we've got a fair cushion there. If I needed to, we would do something if it was attractive enough and big enough that it required us to. That could happen. Could happen this year, could happen 10 years from now, you never know. Charlie, have you got any thoughts on that?

Charlie Munger
Vice Chairman, Berkshire Hathaway

Well, no, I think our acquisitions have been irregular in the past. They'll be irregular in the future. I do think we will get more sort of automatic, intelligent redeployment of capital from our railroad and our utility subsidiary than we had in the past. I think that's good for the shareholders.

Warren Buffett
Chairman and CEO, Berkshire Hathaway

I think people may think that what we get turned on is by finding some stock we like to buy. That's fine, but there's no comparison. What really turns us on is finding a business that we want to buy and that fits well for Berkshire, and that'll be earning money for Berkshire 10 and 20 and 50 years from now. That's what we've been trying to build for 49 years, and marketable securities have played a big part in that because the profits we've made from them have helped do that, and it's a great place to deploy capital. It's easy to do there. What we're really thinking about, at least Charlie and I, we've got Todd and Ted thinking about marketable securities. What we're really thinking about is buying businesses, and that's what it'll continue to be.

We're in no hurry to sell any of those stocks you mentioned. If we were going to go out to raise $5 billion or $10 billion from stocks, they would not be the names you mentioned. Okay. Station eight.

Speaker 11

Hello, Warren, Charlie. My name is Stefano Grasso, and I come from Genova, Italy, all the way from there. It's a pleasure to be here today with you. I have a question about increasing leverage for Berkshire in this day. This question is really to trigger a discussion and to hear your thoughts on that. Also, this question was triggered by the fact that following the acquisition of BNSF a few years ago, which was partially financed by Berkshire stock, shortly after there was plenty of cash around. There could be different advantages for Berkshire to wisely increase leverage these days. Some generally true for all the companies, some Berkshire specific. And the Berkshire specific most important one for me as a shareholder is that the investment decision made to invest the funds would be made by the present team, you and the other managers.

Question is, why not go out and ask for several billions in bond with a long maturity and maybe even with some early reimbursement or callable option embedded at Berkshire discretion and make a good use of it? Thank you.

Warren Buffett
Chairman and CEO, Berkshire Hathaway

Well, what you say makes great sense, and it's the kind of thing Charlie and I think if you'd asked Charlie 40 years ago that if we were looking at the present set of interest rates and we had some wonderful businesses that are making a lot of money, whether we'd have gone out and borrowed a whole lot of money for the long term, we would've said yes. Right, Charlie?

Charlie Munger
Vice Chairman, Berkshire Hathaway

It wouldn't have been a hard decision.

Warren Buffett
Chairman and CEO, Berkshire Hathaway

We've got several reasons. A, we do have a good way of generating funds other than through equity, through float, and we've done that to the tune of $77 billion. We don't like the idea of operating a very conservatively leveraged company and then changing courses so that the people who bought bonds that were rated double A sort of find themselves with much lower rated bonds or of the sort. We don't have any problem leveraging up the utility or the railroad. They deserve to have even a lot more debt than they do, we keep it sort of in line with what the rating agencies think should be conventional ratios. If you analytically look at them, both of them could withstand a fair amount more debt.

At the parent level, looking back on the BNSF deal, we borrowed some money that time and we used some equity. I think using equity helped us make the deal, but it was not a smart thing to do, basically. I could have always gone in the market and repurchased a bunch of stock subsequently, and that's probably what I should have done on that. I understand your point completely, that another $30 billion or $40 billion of debt at Berkshire would be nothing and it would cost very little. We don't actually have great places to put it now, as evidenced by the fact that we've got $25 billion or so of excess cash. We are reluctant to leverage it up a lot at the parent now, since we have these other sources of money that are really pretty attractive.

We're selling what we call structured settlements, for example, that have a very long duration, and they actually have an interest cost to us of less than if we were to sell bonds. We are doing certain things that are along the lines you urge, but not nearly as aggressively as you urge, and you probably are right. You're certainly right if we saw a $50 billion deal and we passed on it for some reason because we were unwilling to take on some debt. If we see a really good $50 billion deal, we'll figure out a way to do it. Charlie?

Charlie Munger
Vice Chairman, Berkshire Hathaway

I think we'd welcome it. Even though what you're suggesting is intelligent, we're probably not going to do it in advance.

Warren Buffett
Chairman and CEO, Berkshire Hathaway

You caught the last two words there. Andrew.

Andrew Ross Sorkin
Columnist, The New York Times

This question comes from Rory Holscher in Galena, Illinois. This question is about Berkshire's investments and climate change. On one hand, Berkshire's utilities have large commitments to wind and solar power. Berkshire also has an investment in BYD, an innovative transportation company that may be comparable in some ways to Tesla. On the other hand, Burlington Northern hauls a lot of coal. You point out in the 2013 annual report that its profits could shrink if coal burning was curtailed. Then there is the reinsurance business. How do these and other Berkshire investments align with your understanding of the risks and opportunities posed by climate change? How should we think about this as investors?

Warren Buffett
Chairman and CEO, Berkshire Hathaway

Well, I think that you've stated the facts on a whole bunch of businesses. If you own a railroad that's carrying a lot of coal, it'll carry a lot of coal for a long period, a very long period, but it'll probably carry less at some point. I think that's very likely, too. I get all these questions from people, and some of them, they want me to fill out lots of forms and everything about how it'll affect our insurance business. It just doesn't operate in that time period. When Ajit and I talk about what we'll charge for catastrophe insurance, whether it's hurricanes in Florida or whether it's earthquakes in New Zealand or whatever it may be, the year-to-year change in probabilities on that are, at least in our view, extremely low.

It doesn't come close to being anything that affects your prices in any material way in any given year. We will continue to develop alternative sources of energy. We'll continue to use coal in our coal generation plants until the utility commissions under which we operate tell us that we should do something different. We have no choice about that. We're happy to carry the coal, but beyond that, we are a common carrier. We might love to turn away chlorine or ammonia or something like that because of the dangers in carrying it, and we can't get compensated adequately for that. We are a common carrier, so by law, we're required to carry the freight that is offered to us.

I don't think in making an investment decision on Berkshire Hathaway or most companies, virtually all of the companies I can think of, that climate change should be a factor in the decision-making process. Charlie?

Charlie Munger
Vice Chairman, Berkshire Hathaway

I think a lot of the people who think they know how climate change is going to change weather patterns and hurricanes are over-claiming. We're sort of agnostic. It isn't that there isn't some global warming, because there plainly is. The people who think they know exactly what's going to happen and how many people are going to die from tropical diseases and so forth are mostly talking through their hats. I think there's a class of people who like the idea they've got a calamity to worry about.

Warren Buffett
Chairman and CEO, Berkshire Hathaway

Well, when you say that, just in terms of being an economic variable and making a decision

Charlie Munger
Vice Chairman, Berkshire Hathaway

No. We are not thinking, how can we structure our whole investment program to take into account what we think we know about climate change. I think we are very well located long term, no matter what happens. I think that transmission lines and more We are going to have to produce a lot more electricity directly from the sun or indirectly through things like wind, and we are beautifully positioned. It is just like GEICO made a lot of money when the internet came along that they did not really plan on. I think we will make a lot of money as more and more electricity is produced more directly from the sun. I think we are in a very good shape, but I do not think we deserve any great credit for it. We just stumbled into it.

Warren Buffett
Chairman and CEO, Berkshire Hathaway

Greg?

Greggory Warren
Senior Equity Analyst, Morningstar

Since Berkshire started to transfer some of the responsibility for the company's investment portfolio over Todd Combs and Ted Weschler, the two men have gone from managing around $3 billion each in early 2012 to managing more than $7 billion each earlier this year. That said, this still represents less than 10% of the equity portion of your investment portfolio, with big legacy positions in Wells Fargo, Coca-Cola, American Express, IBM, and Procter & Gamble overshadowing the rest of the holdings. Can you give us an update on how much money each of your lieutenants is now running, and how much you see that growing into over the next five years? Given that both men have seemingly been involved in things beyond their roles as portfolio managers the last couple of years, how much do you expect their roles to expand over time?

On a completely separate note, at what point can we expect to see Todd and Ted join you and Charlie up there on stage to talk about their efforts managing Berkshire's investment portfolio?

Warren Buffett
Chairman and CEO, Berkshire Hathaway

I got through college answering fewer questions than that. They are managing about a little over $7 billion now. We will change that periodically, and it will always be upward. We don't change it month by month. Their portfolios may change in value month by month. They will be handling more money in the future than they are now. I think to some extent, they as well as I've had the unpleasant experience of handling more and more money as the years go by. They are seeing that it does get a little more difficult as the sums get larger, but it's still far better to keep moving money over to them and away from me as time passes, and that'll continue to be the case.

They're both terrific additions to Berkshire beyond their investment skills in that they each know a whole lot about business, they know a whole lot about management. There are a lot of things that come across the desk at Berkshire that I get an idea on, but I just don't feel like carrying out myself, because they might involve a lot of time, particularly if they get involved in negotiating small points and that sort of thing. Ted and Todd have both, as I mentioned in the report, been very helpful in doing things beyond their investment management duties that have added a significant value to Berkshire. I think it's a cinch that that will continue. They want to do it. They enjoy doing it. They don't ask for extra compensation at all because they do it. They're 100% attuned to Berkshire.

They know how I think. If I tell them, "Here's a deal that I think makes sense if you can get it done," they'll know why it makes sense, they'll know how to get it done, and they'll spend the time to do it. It's been a big plus for Berkshire to bring them on board, and they'll be more important factors as the years go by. Okay. Charlie, I'm sorry.

Charlie Munger
Vice Chairman, Berkshire Hathaway

Nothing to add.

Warren Buffett
Chairman and CEO, Berkshire Hathaway

Okay.

Charlie Munger
Vice Chairman, Berkshire Hathaway

How's that?

Warren Buffett
Chairman and CEO, Berkshire Hathaway

Station nine.

Speaker 11

Good morning, Warren and Charlie. My name is Jason. I'm from Toronto, and my question relates to the general financial markets. We've been in an environment of virtually zero interest rates now for many years. In recent times, prolonged periods of low rates have led to asset bubbles, such as the housing bubble and potentially now a bond bubble. If you were running the Fed, what would be your policy with respect to interest rates? Do you see a need for a hike, and what would be your time horizon for such a change? Thank you.

Warren Buffett
Chairman and CEO, Berkshire Hathaway

Well, you're right. Who would have guessed five years ago that you'd have had rates this low for this long? I would say that I'm surprised at really how well things are going. I don't think I would be doing much differently, and I particularly say that because it's worked so well so far. I would like to say that I would have done exactly the same thing and take credit for it. I've been surprised at how well it's worked, but as I said last year, this is really an interesting movie because we haven't seen it before. What makes it interesting is also we don't know how it ends. I think Ben Bernanke was a hero, both at the time of the crash or the panic, and subsequently. I think he's a very smart man. I think he handled things very well.

What was interesting to me was when the minutes of the Fed from the period in 2007 and 2008 came out, it was interesting to me how a number of the members of the Fed were not getting it as to what was happening. That was really fascinating. There were a lot of them that didn't really understand, it seems that way, or some of them that didn't understand just how serious things were. I give particular credit to Bernanke, considering the fact that he was really not getting a Certainly not a unanimous view from those surrounding him that the kind of actions he knew were really necessary, and yet he went ahead with them, and in my opinion, did a masterful job. From everything I've seen of Janet Yellen, I feel the same way about her. We will see how this movie plays out.

I do not know the answer as to what happens if you keep rates close to zero for a very long time and keep absorbing more and more of the debt issuance of the country, because so far we've tapered, but we're still buying. I'd be interested to hear Charlie's thoughts on it.

Charlie Munger
Vice Chairman, Berkshire Hathaway

Well, nobody, for instance, in Japan would ever have anticipated that interest rates would go way down and stay down for 20 years, and nobody would have expected common stocks to decline by huge amounts and stay down for 20 years. Strange things have happened, and they're very confusing to the economics profession. In fact, if you're not confused, you really probably don't understand it very well. At Berkshire, what I noticed is there aren't many long-term bonds being bought.

Warren Buffett
Chairman and CEO, Berkshire Hathaway

Yeah. Well, in 2008, I wrote an article saying that everybody was saying cash is king. Well, cash may have been king if you used it, but cash was the dumbest damn thing you could possibly own if you weren't going to use it. People cling to cash usually at the wrong times. A zero interest rate policy has had a huge effect both in rejuvenating the economy and in terms of asset prices. It has not, in my view, produced a bubble. That doesn't mean it can't produce one, but this is not a bubble situation at all that we're living in, but it's an unusual situation that we're living in. Any further thoughts, Charlie?

Charlie Munger
Vice Chairman, Berkshire Hathaway

No, I'm as confused as you are.

Warren Buffett
Chairman and CEO, Berkshire Hathaway

Oh, good. That's why we get along so well. Carol?

Carol Loomis
Journalist, Fortune Magazine

This question concerns another uncertainty. It's from Chris Gottscho of Gottscho Capital Management in New York City. You've been looking for a credentialed bear to ask questions at this meeting. I'm not it. In fact, selling short on Berkshire would be quite silly. However, in the long term, Berkshire has a business model of owning over 70 non-financial unrelated businesses, bricks and chocolate, for example, which is a model that has almost universally not worked well in the past 100 years of American business. The model has worked well for you two, Mr. Buffett and Mr. Munger, who are uniquely talented. The question is, the probabilities do not seem likely to be favorable that their successors will be able to have it continue to work nearly as well. That is my question.

Warren Buffett
Chairman and CEO, Berkshire Hathaway

Okay. Actually, it's interesting. The model has worked well for America. If you look at all these disparate businesses in America, they've done extraordinarily well over time. If you want to look at the Dow Jones average as one entity, now it was a changing group of companies over a 100-year period, but any business unit that goes from 67 or 66 to 11,497 while paying you out a fair amount of money every year, actually as a model has worked pretty well, it hasn't been, of course, under one management. Owning a group of good businesses is not a terrible business plan. A good many of the conglomerates were put together to perform financial magic of one sort or another. They were based upon, if you go back to the Litton Industries and the Gulf and Westerns and just you could name them by the hundreds.

They were really put together, LTV, on the idea of serial issuance of stock where you issued stock that was selling at 20 times earnings to buy businesses that were at 10 times earnings. It was the idea that somehow you could fool people into continuously riding along on this chain letter scheme without the primary thought being given to what you were actually building in the management. I think our business plan makes nothing but great sense to own a group of great businesses, diversified, outstanding managers, conservatively capitalized, and with one enormous advantage which people don't really understand. Capitalism is about, in an important way, it's about the allocation of capital. We have a system at Berkshire where we can allocate capital without tax consequences. We can move businesses from See's Candies that generate surplus capital to other areas.

It doesn't hurt See's in the process, and we can move it, as the textbooks say, to places where capital can be usefully employed, like wind farms or whatever it may be. There's nobody else really better situated to do that than Berkshire Hathaway, and it makes perfectly good sense. It has to be applied with business-like principles rather than with stock promotion principles, and I would say a great many of the conglomerates have had as their underlying premise stock promotion. You saw what happened with Tyco. The serial acquirers were usually interested in issuing a lot of stock.

I think if you had to look at one of the primary indicators of what sort of species you're viewing, you would see If they're issuing stock continuously, one way or another, they probably got a chain letter game going on, and that does come to a bad end. I think our method of acquiring for cash and acquiring good businesses and building many sources of growing earning power, I think is a terrific model. Charlie?

Charlie Munger
Vice Chairman, Berkshire Hathaway

I think there are a couple of differences between us and the people who are generally thought to have failed at a conglomerate model. One is we have an alternative when there's nothing to buy in the way of companies. We've got more securities to buy in the insurance company portfolios, and that's an option which most of the other conglomerates didn't have. Number two, they were hell-bent to buy something or other quite regularly, and we don't feel any compulsion to buy. We're willing to just sit until something makes sense. We're quite different. We're a lot more like the Mellon brothers than we are like Gulf and Western. The Mellon brothers did very well for what, 50, 60, 70 years? They were willing to own minority interests. They were willing to own companies. They were a lot like us.

I don't think we're a standard conglomerate, and I think we're likely to continue to do very well, sort of like as if the Mellon brothers had just kept young forever.

Warren Buffett
Chairman and CEO, Berkshire Hathaway

Now you're talking.

Charlie Munger
Vice Chairman, Berkshire Hathaway

Yeah.

Warren Buffett
Chairman and CEO, Berkshire Hathaway

Jonathan.

Jonathan Brandt
Analyst, Ruane, Cunniff & Goldfarb

Forest River is one of Berkshire's better-performing acquisitions. Since Berkshire purchased it in 2005, its sales have grown considerably faster than those of its principal competitor, Thor, and I believe it has taken the number one spot at retail for recreational vehicles. Can you explain what Forest River is doing differently from Thor, and tell us whether Forest River is accepting lower operating margins than Thor's 7% to gain the share? Does Forest River have any sustainable structural advantages over Thor that will help it maintain its number one position? Also, with three companies now accounting for about 80% of the share in the RV market, are there greater barriers to entry than in the past, or can a feisty upstart like Forest River in its day still come out of nowhere and gain a lot of share?

Warren Buffett
Chairman and CEO, Berkshire Hathaway

Yeah. We bought a company called Forest River, run by a fellow named Pete Liegl, I'd say about 10 years ago or so. It's interesting. Pete, who is not an MBA type at all, he's a terrific guy. He built up a That was not a statement, that was an observation. Pete built up a very successful but much smaller RV business, and he sold it to a private equity firm in the mid-1990s, and they promptly started telling him how to run it. He very shortly thereafter told them to go to hell, and not very long after that, it went broke, which is not unusual. I would've predicted that. Pete then bought it out of bankruptcy and rebuilt it, and then came to see me about 10 years ago.

In one afternoon, we went to dinner that night. He brought his wife and his daughter. We bought the business. He made me a couple of promises then. He's very limited as promises. I told him what I'd do. We've lived happily ever after. I've never been to Forest River. It's based in Elkhart, Indiana. I hope it's there. Maybe they're just making up these figures. I can see that. Some guy saying, "What figures shall we send Warren this month? Ha ha ha." Pete does a terrific job of running the company. We made a deal at the time he came on incentive comp and base comp. He's never suggested a change. I've never suggested a change. He's built the company to where it'll do over $4 billion of business this year.

I probably had three or four phone calls with him in the whole time. It's his company. He does a sensational job. I don't know about the Thor Forest River situation in terms of how tough it is to go in to compete with them. I think it'd be tough to compete with Pete under any circumstances. His IT department for a $4 billion business consists of six people. He just knows what's going on in the place. The important thing is that it's his company. I couldn't run an RV company. We don't have anybody at headquarters that could run one. It's a tough business, and you do work on narrow margins to get to your point on that, Johnny. It's a business that runs with 11% or 12% gross margins, and probably 5%-6% of SG&A.

Your margins are in that 6% or so range. We have a very good, both from his standpoint and from our standpoint, we worked out an incentive comp. Like I said, we worked it out that afternoon in Omaha when he came by. It's worked for him. It's worked for us. It couldn't be a better arrangement. I wish we had 20 like it. Probably most of our shareholders don't even know we own Forest River. That is a company that will do $4 billion of business this year. I'll bet will do more business over time. It's a leader in its industry. The industry is not going to go away. Maybe we can even sell a little insurance on RVs. That's the story on Forest River. Station 10.

Speaker 11

Hi, Warren, Charlie. My name is Vishal Patel. I'm visiting from Toronto, Canada. My question is about the oil sands. Can you please share with the audience your view on the oil sands industry and their impact on Berkshire Hathaway?

Warren Buffett
Chairman and CEO, Berkshire Hathaway

Well, are you thinking of the oil sands, or are you thinking of shale production?

Speaker 11

I'm thinking oil sands, Alberta.

Warren Buffett
Chairman and CEO, Berkshire Hathaway

Alberta, yeah.

Speaker 11

Keystone XL.

Warren Buffett
Chairman and CEO, Berkshire Hathaway

It's not a huge impact. We have a crane business at Marmon that does a lot of business in oil development generally but certainly is active in the oil sands. We will soon have a transmission operation that will cover 85% of Alberta. Alberta's a big place. It'll have 8,000 miles or something like that of transmission lines, for example. The oil sands businesses, oil sands are huge, and we own some Exxon Mobil, and they've got an operation in the oil sands, obviously. One thing you might find kind of interesting, we are moving 700,000 barrels a day of crude oil on our railroad. We've probably got maybe nine unit trains now. Matt can correct me on that. They carry 100 cars or so, and each one has 650 barrels or so of oil.

That oil, you may find interesting, not only is there a significant advantage in terms of the flexibility of where you take it so that spreads are different in different places, and you can move it to refineries that you might otherwise have trouble moving it to. Rail is flexible that way. Mentally, you think of oil gushing through pipelines, rail is probably, I would say, close to twice as fast in moving oil as our pipelines. We recently bought a company from Phillips 66. We got it in an exchange for our Phillips stock. We bought a specialty chemicals company, and its main product is a chemical additive that causes oil to move through pipelines about 10% faster than it would otherwise. It may take a day off of a trip.

We're actually in the pipeline business in a small way, the crude pipeline business in a small way through that. I think the oil sands are an important asset for mankind. Obviously, there's a huge amount of oil there. They're an important asset for mankind over the centuries to come. I don't think it will dramatically change anything at Berkshire. Matt might have a different view on that. I'll ask Charlie to talk if Matt would like to say anything. I'd be glad to hear from him, too.

Charlie Munger
Vice Chairman, Berkshire Hathaway

A lot of the oil sand production uses natural gas to produce the heavy oil. It's a very peculiar thing. It's economic only if oil stays at a very high price, and it's delightfully economic only if natural gas is too cheap. It's a very peculiar business, and it is good for mankind. Whether it's a great investment or not, I haven't the faintest idea.

Warren Buffett
Chairman and CEO, Berkshire Hathaway

Matt, do you have anything to add on the crude situation there?

Matthew K. Rose
Executive Chairman, BNSF Railway

No, we're good.

Warren Buffett
Chairman and CEO, Berkshire Hathaway

Okay. We're at noon, I promised a group of people. Six years ago, I made a bet for charity on how a Standard & Poor's 500 index fund would compare in performance to a group of hedge funds. A firm in New York took me up on the bet, I promised that every year I would give the up-to-date results on how we're doing, it's getting to be more fun to give these results every year. We're now six years into the bet, it's interesting because the people who selected these funds are very decent people and smart people. Obviously the fund of funds, they get paid a fee naturally, but they also get paid an additional performance fee based on how the hedge funds they select do. They have every economic incentive to come up with a wonderful group of hedge funds.

Underneath these five fund of funds that are involved in the bet, there are probably at least 200 hedge funds that the fund of fund managers have carefully picked in order to enhance their own income. They got the ultimate motivation going for them. We are now six years into the bet, the first year, the fund of fund groups in a down market did considerably better than the S&P. But as you can see in the five years subsequently, the S&P has been running away to some degree. Interestingly enough, we each put in $350 or something thousand, we bought zero coupon bonds, there would be $1 million in 10 years. We bought 10-year Treasury, zero coupon, we bought $1 million principal. We each put up $350.

Well, the way interest rates changed after a few years to practically zero rates, it meant the bonds, even though they had no coupons attached to them, practically went to par. A year or two ago, we sold the bonds at about 95 or six. We got almost the full $1 million. We put that all in Berkshire stock. I guaranteed them that they would have $1 million at the end of 10 years, no matter what happened. The prize looks like it's going to be quite a bit more than $1 million when the 10 years comes around. So far everyone's happy. We'll come back at 1:00 P.M., and we'll move on from there. Thank you.